Common use of Assignment Subleasing Clause in Contracts

Assignment Subleasing. (a) AWN Collocator may, without any approval or consent of Tower Operator, sublease, license, sublicense or grant concessions or other rights for the occupancy or use of any portion of the AWN Collocation Space to any of AWN Collocator’s Affiliates. AWN Collocator may, without any approval or consent of Tower Operator, sell, convey, assign or transfer all or any portion of its rights and obligations under this MLA or any SLA: (i) to any of AWN Collocator’s Affiliates, (ii) to any Person that acquires all or substantially all of AWN Collocator’s assets in any market defined by the FCC, (iii) to any Person that acquires all or substantially all of the assets of AWN Collocator, or (iv) to a successor Person that, directly or indirectly, acquires more than a 50% ownership interest in AWN Collocator, effected through a transaction or series of transactions (including by way of merger, consolidation, business combination, other reorganization or similar transaction or by operation of law). Except as set forth in this Section 25(a), AWN Collocator may not sell, convey, assign or transfer its rights or obligations under this MLA and the applicable SLAs without the written consent of Tower Operator, which consent shall not be unreasonably withheld, conditioned or delayed. Nothing in this MLA or any SLA shall prohibit the use of any Site, any AWN Communications Equipment or AWN Collocator’s communications network by third parties as expressly permitted under Section 5. (b) Without the prior written consent of AWN Collocator not to be unreasonably withheld, delayed or conditioned, Tower Operator may not assign this MLA or any SLA; provided that the consent of AWN Collocator shall not be required if the assignee meets the Assumption Requirements (as defined below) and is (x) a tower company that has a good business reputation and is experienced in the management of communication towers, or (y) an Affiliate of Tower Operator. “Assumption Requirements” means, with respect to an assignment by Tower Operator, that (i) the applicable assignee has creditworthiness, reasonably sufficient to perform the obligations of the assigning party under this MLA and the applicable SLA(s) or that the assigning party remains liable for such obligations notwithstanding such assignment, and (ii) the assignee assumes and agrees to perform all of the obligations of the assigning party hereunder.

Assignment Subleasing. (a) AWN Collocator may14.1 Tenant shall not, without voluntarily, by operation of law, or otherwise, assign, transfer, mortgage, pledge or encumber this Lease or sublease the Leased Premises or any approval or consent of Tower Operatorpart thereof, sublease, license, sublicense or grant concessions or a right to any person other rights for the occupancy than Tenant, its employees, agents, servants and invitees to occupy or use of any portion of the AWN Collocation Space to any of AWN Collocator’s Affiliates. AWN Collocator may, without any approval or consent of Tower Operator, sell, convey, assign or transfer all Leased Premises or any portion thereof, without the express prior written consent of its rights Landlord. Any attempt to do any of the foregoing without such written consent shall be null and obligations void and of no affect, and shall further constitute a material default under this MLA Lease. If Tenant so requests Landlord's consent, said request shall be in writing specifying the duration of said desired sublease or any SLA: assignment, the date same is to occur, the exact location of the space affected thereby and the proposed rentals on a square foot basis chargeable thereunder, and shall be submitted to Landlord at least sixty (60) days in 11 advance of the date on which Tenant desires to make such assignment or sublease or allow such occupancy or use. Upon such request, Landlord may, in its sole discretion, (i) to any of AWN Collocator’s Affiliatesdeny such consent, or (ii) grant such consent subject to any Person that acquires all Landlord's approval of the assignee, transferee, subtenant or substantially all of AWN Collocator’s assets in any market defined by the FCCmortgagee, or (iii) elect to any Person that acquires all or substantially all of the assets of AWN Collocatorterminate this Lease, or (iv) suspend this Lease as to a successor Person that, directly or indirectly, acquires more than a 50% ownership interest in AWN Collocator, effected through a transaction or series of transactions (including by way of merger, consolidation, business combination, other reorganization or similar transaction or by operation of law). Except as set forth in this Section 25(a), AWN Collocator may not sell, convey, assign or transfer its rights or obligations under this MLA and the applicable SLAs without the written consent of Tower Operator, which consent shall not be unreasonably withheld, conditioned or delayed. Nothing in this MLA or any SLA shall prohibit the use of any Site, any AWN Communications Equipment or AWN Collocator’s communications network by third parties as expressly permitted under Section 5. (b) Without the prior written consent of AWN Collocator not space to be unreasonably withheld, delayed or conditioned, Tower Operator may not assign this MLA or any SLA; provided that the consent of AWN Collocator shall not be required if the assignee meets the Assumption Requirements (as defined below) and is (x) a tower company that has a good business reputation and is experienced in the management of communication towers, or (y) an Affiliate of Tower Operator. “Assumption Requirements” means, with respect to an assignment affected by Tower Operator, that (i) the applicable assignee has creditworthiness, reasonably sufficient to perform the obligations of the assigning party under this MLA and the applicable SLA(s) or that the assigning party remains liable for such obligations notwithstanding such assignment, sublease or other event specified above for the duration specified by Tenant in its notice, in which event Tenant will be relieved of all obligations hereunder as to such space during such suspension, including a suspension of the rent hereunder in proportion to the portion of the Leased Premises affected thereby (but after said suspension, if the suspension is not for the full term hereof, Tenant shall once again become liable hereunder as to the applicable space). 14.2 Tenant shall, despite any permitted assignment or sublease, remain directly and (ii) primarily liable for the assignee assumes and agrees to perform performance of all of the covenants, duties and obligations of Tenant hereunder, and Landlord shall be permitted to enforce the assigning party hereunderprovisions of this Lease against Tenant or any assignee: or sublessee without demand upon or proceeding in any way against any other person.

Assignment Subleasing. (a) AWN NT Collocator may, without any approval or consent of Tower OperatorOwner, sublease, license, sublicense or grant concessions or other rights for the occupancy or use of any portion of the AWN NT Collocation Space to any of AWN NT Collocator’s Affiliates. AWN NT Collocator may, without any approval or consent of Tower OperatorOwner, sell, convey, assign or transfer all or any portion of its rights and obligations under this MLA or any SLA: (i) to any of AWN NT Collocator’s Affiliates, (ii) to any Person that acquires all or substantially all of AWN NT Collocator’s assets in any market defined by the FCCATT, (iii) to any Person that acquires all or substantially all of the assets of AWN NT Collocator, or (iv) to a successor Person that, directly or indirectly, acquires more than a 50% ownership interest in AWN NT Collocator, effected through a transaction or series of transactions (including by way of merger, consolidation, business combination, other reorganization or similar transaction or by operation of law), provided that (i) the assignee has creditworthiness, equal or greater than NT Collocator to perform the obligations of the assigning party under the MLA and the SLAs and (ii) the assignee owns directly or indirectly the right to use the applicable spectrum/frequency. Except as set forth in this Section 25(a), AWN NT Collocator may not not, directly or indirectly, sell, convey, assign or transfer (by change of control, operation of law or otherwise) its rights or obligations under this MLA and the applicable SLAs without the written consent of Tower OperatorOwner, which consent shall not be unreasonably withheld, conditioned or delayed. Nothing in this MLA or any SLA shall prohibit the use of any Site, any AWN NT Communications Equipment or AWN NT Collocator’s communications network by third parties as expressly permitted under Section 5. If NT Collocator effects a sale, conveyance, assignment or transfer to a transferee that has a creditworthiness equal to or in excess of the NT Parties or provides a guaranty for the benefit of Tower Owner from a guarantor with a creditworthiness equal to or in excess of the NT Parties (a “Qualifying Transferee”), then the obligations of the NT Parties with respect to each Site that is the subject of such sale, conveyance, assignment or transfer shall cease and terminate, and Tower Owner shall look only and solely to the Qualifying Transferee and its guarantor for performance of all of the duties and obligations of NT Collocator under this MLA from and after the date of such sale, conveyance, assignment or transfer. Otherwise, in the event of any such sale, conveyance, assignment or transfer, NT Collocator shall remain liable under this MLA for the performance of NT Collocator’s duties and obligations hereunder with respect to the applicable Sites. (b) Without Notwithstanding anything to the contrary in this MLA, with respect to each Tigo Site, for the period from the Effective Date until the NT-Tigo SLA Expiration Date, (i) NT Collocator hereby agrees to pay to Tower Owner the Additional Tigo Sublease Rent, (ii) NT Collocator and Tower Owner shall enter into a second SLA with respect to each Tigo Site showing the location of the Tigo equipment at such Site and listing the Additional Tigo Sublease Rent to be paid by NT Collocator to Tower Owner for such Tigo Site (each, a “NT-Tigo SLA”), (iii) NT Collocator and Tower Owner acknowledge and agree that Tigo will be a permitted sub lessee of NT Collocator (and not a Tower Subtenant), and (iv) Tower Owner hereby grants to NT Collocator any additional rights necessary to permit Tigo to continue to occupy and use the Tigo Sites (and maintain, replace, modify, and install equipment at such Sites) pursuant to the Tigo Sublease Rights, provided, further, that if pursuant to the Tigo Sublease Rights, Tigo adds equipment at a Tigo Site in excess of the Tigo equipment located at such Tigo Site as of the Effective Date, the Additional Tigo Sublease Rent for such Tigo Site will automatically be increased by an amount equal to the additional rent that Tigo is obligated to pay NT Collocator pursuant to its exercise of such Tigo Sublease Rights (and that the adjustments to Sublease Rent specified in Exhibit E will not apply to such equipment). Upon the occurrence of the NT-Tigo SLA Expiration Date, the applicable NT-Tigo SLA and the rights and obligations of NT Collocator and Tower Owner under the applicable NT-Tigo SLA shall terminate, including, but not limited to, right of NT Collocator to use and sublease to Tigo the NT Collocation Space described in the applicable NT-Tigo SLA and the obligation of NT Collocator to pay Additional Tigo Sublease Rent with respect to such Site, provided, however, that in the event that the direct collocation agreement between Tigo and Tower Owner for collocation by Tigo at such Site provides for rent that is less than the Additional Sublease Rent in effect on such Site, the Base Rent payable by NT Collocator on such Site will be increased by the amount of the difference between the rent under the direct collocation agreement between Tigo and Tower Owner for collocation by Tigo at such Site and the Additional Sublease Rent in effect on such Site. Notwithstanding the generality of the immediately preceding sentence, the termination of the NT-Tigo SLA in accordance with the immediately preceding sentence shall not affect the rights and obligations of NT Collocator and Tower Owner under the primary SLA for such Site (i.e., the non-NT-Tigo SLA for such Site) other than the increase of Base Rent required by the foregoing. Furthermore, the Parties agree that in no event will Tower Owner be default in its obligations under this Section 25(b) for failing to comply with Tigo Sublease Rights that (i) have not been disclosed to Tower Owner or (ii) impose greater obligations on Tower than obligations under this MLA (unless NT Collocator has provide written notice to Tower Owner of such obligations to Tower Owner). (c) Notwithstanding anything to the contrary in this MLA, with respect to each Comteco Site, for the period from the Effective Date until the Comteco SLA Expiration Date, (i) NT Collocator hereby agrees to pay to Tower Owner the Additional Comteco Sublease Rent, (ii) NT Collocator and Tower Owner shall enter into a second SLA with respect to each Comteco Site showing the location of the Comteco equipment at such Site and listing the Additional Comteco Sublease Rent to be paid by NT Collocator to Tower Owner for such Comteco Site (each, a “NT-Comteco SLA”), (iii) NT Collocator and Tower Owner acknowledge and agree that Comteco will be a permitted sub lessee of NT Collocator (and not a Tower Subtenant), and (iv) Tower Owner hereby grants to NT Collocator any additional rights necessary to permit Comteco to continue to occupy and use the Comteco Sites (and maintain, replace, modify, and install equipment at such Sites) pursuant to the rights the Comteco Sublease Rights provided, further, that if pursuant to the Comteco Sublease Rights, Comteco adds equipment at a Comteco Site in excess of the Comteco equipment located at such Comteco Site as of the Effective Date, the Additional Comteco Sublease Rent for such Comteco Site will automatically be increased by an amount equal to the additional rent that Comteco is obligated to pay NT Collocator pursuant to its exercise of such Comteco Sublease Rights (and that the adjustments to Sublease Rent specified in Exhibit E will not apply to such equipment). Upon the occurrence of the NT-Comteco SLA Expiration Date, the applicable NT-Comteco SLA and the rights and obligations of NT Collocator and Tower Owner under the applicable NT-Comteco SLA shall terminate, including, but not limited to, right of NT Collocator to use and sublease to Comteco the NT Collocation Space described in the applicable NT-Comteco SLA and the obligation of NT Collocator to pay Additional Comteco Sublease Rent with respect to such Site, provided, however, that in the event that the direct collocation agreement between Comteco and Tower Owner for collocation by Comteco at such Site provides for rent that is less than the Additional Sublease Rent in effect on such Site, the Base Rent payable by NT Collocator on such Site will be increased by the amount of the difference between the rent under the direct collocation agreement between Comteco and Tower Owner for collocation by Comteco at such Site and the Additional Sublease Rent in effect on such Site. Notwithstanding the generality of the immediately preceding sentence, the termination of the NT-Comteco SLA in accordance with the immediately preceding sentence shall not affect the rights and obligations of NT Collocator and Tower Owner under the primary SLA for such Site (i.e., the non-NT-Comteco SLA for such Site) other than the increase of Base Rent required by the foregoing. Furthermore, the Parties agree that in no event will Tower Owner be default in its obligations under this Section 25(c) for failing to comply with Comteco Sublease Rights that (i) have not been disclosed to Tower Owner or (ii) impose greater obligations on Tower than obligations under this MLA (unless NT Collocator has provide written notice to Tower Owner of such obligations to Tower Owner). (d) Tower Owner may assign this MLA or any SLA (whether directly or indirectly by change of control, operation of law or otherwise) upon notice to, but without the prior written consent of AWN Collocator not NT Collocator, including without limitation, the right to be unreasonably withheld, delayed assign its rights and obligations under this MLA or conditionedany SLA as collateral security to Tower Owner’s senior lenders. In the event such assignment is in connection with the sale of assets or equity of the Tower Owner, Tower Operator may not Owner shall only be permitted to assign this MLA or any SLA; provided SLA to an assignee that the consent of AWN Collocator shall not be required if the assignee meets the Assumption Requirements (as defined below) ). Prior to such sale, Tower Owner shall provide prior written notice thereof to NT Collocator and is (x) a tower company shall provide to NT Collocator documentation reasonably required by NT Collocator to demonstrate that has a good business reputation and is experienced in assignee meets the management of communication towers, or (y) an Affiliate of Tower OperatorAssumption Requirements. “Assumption Requirements” means, with respect to an assignment by Tower OperatorOwner in connection with the sale of assets or equity of the Tower Owner, that (i) the applicable assignee is a tower company that is experienced (or is a company that has a retained a management team that is experienced) in the management of five hundred (500) or more communications towers, (ii) the applicable assignee has creditworthiness, reasonably sufficient to perform the obligations of the assigning party under this MLA and the applicable SLA(s) or that the assigning party remains liable for such obligations notwithstanding such assignment, and (iiiii) the assignee assumes and agrees to perform all of the obligations of the assigning party hereunder.

Assignment Subleasing. (a) AWN Collocator mayExcept in compliance with this Paragraph 17, without any approval or consent Tenant may neither assign its interest in this Lease and nor, with the exception of Tower Operatoran Affiliate, sublease, license, sublicense or grant concessions or other rights for the occupancy or use of any portion of the AWN Collocation Space to any of AWN Collocator’s Affiliates. AWN Collocator may, without any approval or consent of Tower Operator, sell, convey, assign or transfer all or any portion of its rights and obligations under this MLA or any SLA: (i) to any of AWN Collocator’s Affiliates, (ii) to any Person that acquires all or substantially all of AWN Collocator’s assets in any market defined by the FCC, (iii) to any Person that acquires sublet all or substantially all of the assets of AWN CollocatorLeased Premises for the Permitted Use, whether voluntarily or (iv) to a successor Person that, directly or indirectly, acquires more than a 50% ownership interest in AWN Collocator, effected through a transaction or series of transactions (including by way of merger, consolidation, business combination, other reorganization or similar transaction involuntarily or by operation of law). Except as set forth in this Section 25(a)Legal Requirements, AWN Collocator may not sell, convey, assign or transfer its rights or obligations under this MLA and the applicable SLAs without the written consent of Tower OperatorLandlord, which consent shall not be unreasonably withheld, conditioned or delayed. Nothing in this MLA The merger of Tenant with any other entity or any SLA the assignment of substantially all the assets of Tenant whether or not located at the Leased Premises, shall prohibit the use of any Site, any AWN Communications Equipment or AWN Collocator’s communications network by third parties as expressly permitted under Section 5. (b) Without the prior written consent of AWN Collocator not to be unreasonably withheld, delayed or conditioned, Tower Operator may not assign this MLA or any SLA; provided that the consent of AWN Collocator shall not be required if the assignee meets the Assumption Requirements (as defined below) and is (x) a tower company that has a good business reputation and is experienced in the management of communication towers, or (y) an Affiliate of Tower Operator. “Assumption Requirements” means, with respect to constitute an assignment by Tower Operator, that hereunder. Tenant shall have the right to mortgage its leasehold interest under this Lease in connection with a financing of substantially all its assets so long as (i) its lender and its affiliates (including all successors and assigns, whether directly or indirectly have a Tangible Net Worth at the applicable assignee has creditworthiness, reasonably sufficient to perform the obligations time of the assigning party under this MLA mortgage or any foreclosure, assignment in lieu of foreclosure of at least Two Hundred Million and the applicable SLA(s) or that the assigning party remains liable for such obligations notwithstanding such assignment00/100 Dollars ($200,000,000.00), and (ii) the assignee assumes loan documentation shall be in a substance and agrees form reasonably acceptable to perform Landlord. With respect to any assignment or sublease to an entity that is not an Affiliate consented to by Landlord or as permitted under this Lease without Landlord’s consent, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. Notwithstanding the foregoing, or any other term or provision contained in this Lease to the contrary, upon not less than ten (10) days’ prior written notice by Tenant to Landlord (or, promptly following the assignment in the event Tenant is bound by confidentiality agreement(s) which prevent disclosure prior to the assignment) together with such financial information as Landlord may reasonably require, Tenant shall have the right to assign this Lease to a successor, or as a result of a merger, consolidation or restructuring of Tenant, or to the acquirer of all or substantially all of Tenant’s assets or stocks, so long as (i) no Event of Default has occurred and is continuing at the time of said notice to Landlord or exercise, (ii) such assignee, successor by merger or surviving entity is acquiring substantially all the assets or direct or indirect ownership of Tenant and (iii) such assignee, successor or surviving entity has a Tangible Net Worth of at least the greater of (x) Two Hundred Million and 00/100 Dollars ($200,000,000), (y) the Tangible Net Worth of Tenant immediately prior to such assignment and (z) Tenant shall comply with Paragraph 17(b) hereof to the extent applicable. (b) Any sublease of the Leased Premises or any part thereof shall be subject and subordinate to the provisions of this Lease. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. Notwithstanding any assignment or subletting, Tenant shall continue to remain primarily liable and responsible for the assigning party hereunderpayment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord under this Lease except as otherwise provided in this Lease. In case of any assignment consented to by Landlord or permitted hereunder without Landlord’s consent, Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a true and correct copy of such assignment (for the avoidance of doubt the financial terms of such assignments may be limited to what is contained in the terms of the assignment as opposed to a separate asset purchase agreement or agreement of merger). In the case of a sublease consented to by Landlord, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease of any of the Leased Premises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default and while such Event of Default is continuing (d) Intentionally Omitted.

Assignment Subleasing. (a) AWN Collocator may17.1 Subject to Section 17.5 hereof, without any approval or consent of Tower Operator, sublease, license, sublicense or grant concessions or other rights for the occupancy or use of any portion of the AWN Collocation Space to any of AWN Collocator’s Affiliates. AWN Collocator may, without any approval or consent of Tower Operator, Tenant shall not sell, conveyassign, assign or otherwise transfer all or any portion part of its rights and obligations under this MLA the Leased Premises or Tenant's leasehold estate hereunder (each such act is referred to herein as an "Assignment"), or sublet the Leased Premises or any SLA: portion thereof or permit the Leased Premises to be occupied by anyone other than Tenant (ieach such act is referred to herein as a "Sublease") to any of AWN Collocator’s Affiliates, (ii) to any Person that acquires all or substantially all of AWN Collocator’s assets in any market defined by the FCC, (iii) to any Person that acquires all or substantially all of the assets of AWN Collocator, or (iv) to a successor Person that, directly or indirectly, acquires more than a 50% ownership interest in AWN Collocator, effected through a transaction or series of transactions (including by way of merger, consolidation, business combination, other reorganization or similar transaction or by operation of law). Except as set forth in this Section 25(a), AWN Collocator may not sell, convey, assign or transfer its rights or obligations under this MLA and the applicable SLAs without the Landlord's prior written consent of Tower Operatorin each instance, which consent shall not be unreasonably withheldwithheld and shall be given or withheld within thirty (30) days after Tenant's delivery of request therefor, conditioned or delayed. Nothing in this MLA or any SLA shall prohibit the use of any Site, any AWN Communications Equipment or AWN Collocator’s communications network by third parties as expressly permitted together with all information required to be provided to Landlord under Section 517.2. Notwithstanding the foregoing, Tenant may, without such transaction being deemed a Sublease hereunder, enter into concessionaire arrangements with one or more persons for an aggregate of up to ten percent (10%) of the rentable square footage of the Leased Premises; provided that such arrangements do not involve construction of demising walls or other improvements that physically separate the portion of the Leased Premises occupied by any concessionaire from the retail business operations of Tenant. 17.2 Tenant shall have no right to enter into an Assignment or a Sublease unless Tenant shall have first requested in writing Landlord's consent to such Assignment or Sublease. Any request by Tenant for Landlord's consent to a specific Assignment or Sublease shall include (a) the name of the proposed assignee, subtenant or occupant, (b) Without the prior written consent nature of AWN Collocator not the proposed assignee's, subtenant's or occupant's business to be unreasonably withheldcarried on in the Leased Premises, delayed or conditioned, Tower Operator may not assign this MLA or any SLA; provided that the consent of AWN Collocator shall not be required if the assignee meets the Assumption Requirements (as defined below) and is (xc) a tower company that has a good business reputation and is experienced in copy of the management of communication towersproposed Assignment or Sublease, or an executed letter of intent that includes all material terms of the proposed transaction (yprovided however that if a letter of intent is provided rather than the proposed Assignment or Sublease, Landlord's consent may be given subject to Tenant's providing Landlord a copy of the subsequently executed Assignment or Sublease), and (d) an Affiliate such financial information as Landlord may reasonably request concerning the proposed assignee, subtenant or occupant or its business. Tenant shall reimburse Landlord for Landlord's reasonable attorneys' fees for the review and documentation of Tower Operator. “Assumption Requirements” meansany proposed Assignment or Sublease within thirty (30) days after Landlord gives notice to Tenant of the amount thereof, together with respect reasonable documentation supporting such fees. 17.3 Without limiting the circumstances under which it may be reasonable for Landlord to withhold its consent to an assignment by Tower OperatorAssignment or Sublease, it is expressly agreed that it shall be reasonable for Landlord to withhold its consent if Landlord reasonably determines that (i) the applicable assignee has creditworthinessvalue of the Leased Premises are likely to be materially adversely affected during the Term as a result of such Assignment or Sublease, reasonably sufficient or (ii) the financial condition of the proposed new tenant or subtenant at the time of the proposed Assignment or Sublease is, in the reasonable opinion of Landlord, insufficient to perform meet the obligations of Tenant being assigned to such new tenant or subtenant. 17.4 Each Sublease of the assigning party Leased Premises or any part thereof shall be subject and subordinate to the provisions of this Lease. No Assignment or Sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. Notwithstanding any assignment or subletting Tenant shall continue to remain liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this MLA Lease. No assignment or sublease shall impose any obligations on Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of the Lease, Tenant shall, within fifteen (15) days after the execution and the applicable SLA(s) or that the assigning party remains liable for such obligations notwithstanding delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by the assignee in recordable form wherein the assignee assumes and agrees to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease. 17.5 Any sale or other transfer in one transaction, or in an integrated or related series of transactions, of a majority of (i) the partnership or membership interests in Tenant or any beneficial interest therein, if Tenant is a partnership or limited liability company, or (ii) the capital stock in Tenant, or any beneficial interest therein, if Tenant is a corporation, shall be an Assignment for purposes of this Lease; provided however that the foregoing provision shall not apply if Tenant is a publicly traded company or other publicly traded entity, or a wholly-owned subsidiary thereof. Notwithstanding anything to the contrary contained in this Section 17, Tenant may assign or sublet the Leased Premises, or any portion thereof, without Landlord's consent, to any entity which controls, is controlled by or is under common control with Tenant, or to any entity resulting from the merger or consolidation with Tenant, or to any entity which acquires all or substantially all the assets of Tenant as a going concern, and any such Assignment shall not be subject to the provisions of Section 17.7 below. 17.6 Each Assignee of Tenant's interest hereunder shall assume all obligations of Tenant under this Lease and shall become and remain liable jointly and severally with Tenant for the assigning party hereunderpayment of Basic Rent and Additional Rent, and for the performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed under this Lease. 17.7 Landlord's right to a portion of excess rent as specified in this Section 17.7 is expressly reserved from the grant of Tenant's leasehold estate, and Landlord shall have such right to such portion of the excess rent in the event of any Assignment or Sublease by any succeeding subtenant or assignee, regardless of whether (i) the instrument effecting any such Assignment or Sublease provides such right to Landlord, or (ii) Landlord has approved such an instrument which fails to provide such right to Landlord. If Landlord consents to any Assignment or Sublease, then Tenant shall pay to Landlord within five (5) business days after Tenant's receipt thereof, 50% of any and all "net consideration" received by Tenant on account of such transaction, howsoever the same may be denominated, and in the case of Subleases, to the extent that such consideration exceeds the pro rata portion of the Basic Rent, Additional Rent and other charges payable by Tenant hereunder attributable to the sublet portion of the Leased Premises, based on the net rentable area of the Leased Premises and the net rentable area of the Leased Premises sublet; provided however that in calculating the "net consideration", the following items shall first be deducted from the consideration received by Tenant: (a) the reasonable costs paid by Tenant for improvements (including Trade Fixtures and Equipment) installed or made by Tenant for the specific subtenant or assignee in question, and (b) reasonable leasing commissions, attorneys' fees and all other reasonable costs paid by Tenant in connection with such assignment or subletting. 17.8 Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any Sublease, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. Landlord shall apply any such funds received under a Sublease to Tenant's obligations and liabilities under this Lease.

Assignment Subleasing. (a) AWN Collocator mayTenant is currently in occupancy and is operating its business at the Leased Premises. Provided that no Event of Default shall have occurred and be continuing, Tenant may sublet the Leased Premises in whole or in part without any approval or the consent of Tower Operator, sublease, license, sublicense or grant concessions or other rights for the occupancy or use of any portion of the AWN Collocation Space to any of AWN Collocator’s Affiliates. AWN Collocator may, without any approval or consent of Tower Operator, sell, convey, assign or transfer all or any portion of its rights and obligations under this MLA or any SLA: (i) to any of AWN Collocator’s Affiliates, (ii) to any Person that acquires all or substantially all of AWN Collocator’s assets in any market defined by the FCC, (iii) to any Person that acquires all or substantially all of the assets of AWN Collocator, or (iv) to a successor Person that, directly or indirectly, acquires more than a 50% ownership interest in AWN Collocator, effected through a transaction or series of transactions (including by way of merger, consolidation, business combination, other reorganization or similar transaction or by operation of law)Landlord. Except as set forth expressly permitted below, Tenant shall not assign its interest in this Section 25(a), AWN Collocator may not sell, convey, assign or transfer its rights or obligations under this MLA and the applicable SLAs Lease without the prior written consent of Tower OperatorLandlord and Lender. The assignment of this Lease by Tenant named herein (the "Original Tenant") to the parent, a wholly owned subsidiary or an affiliate of Tenant shall not require the consent of Landlord and Lender. An "affiliate" of Tenant shall mean any corporation, partnership or other business entity which controls or is controlled by, or is under common control with Tenant. The word "control" (including "controlled by", "under common control with" and "controlling") as used with respect to any corporation, partnership or other business entity, shall mean the possession of the power to direct or cause the direction of the management and policies of such corporation, partnership or other business entity, whether through the ownership of voting securities or contract. No sublease under, or assignment of this Lease shall relieve Tenant of its obligations hereunder, which consent shall continue jointly and severally with any such assignee as the obligations of a principal and not be unreasonably withheld, conditioned as the obligations of a surety or delayed. Nothing in this MLA or any SLA shall prohibit the use of any Site, any AWN Communications Equipment or AWN Collocator’s communications network by third parties as expressly permitted under Section 5a guarantor. (b) Without Either a transfer (including the issuance of treasury stock or the creation and issuance of new stock or a new class of stock) of a controlling interest in the shares of Tenant (if Tenant is a corporation or trust) or a transfer of a majority of the total interest in Tenant (if Tenant is a partnership or other entity) at any one time or over a period of time through a series of transfers, shall be deemed an assignment of this Lease and shall be subject to all of the provisions of this Section 18, including, without limitation, the requirement that Tenant obtain Landlord's prior written consent thereto. The transfer of AWN Collocator shares of Tenant (if Tenant is a corporation or trust) for purposes of this Section 18(b) shall not to be unreasonably withheld, delayed include the sale of shares effected through the "over-the-counter market" or conditioned, Tower Operator may not assign this MLA through any recognized stock exchange. (c) Each sublease of the Leased Premises or any SLA; provided part thereof shall be subject and subordinate to the provisions of this Lease. Tenant agrees that the consent of AWN Collocator shall not be required if the assignee meets the Assumption Requirements (as defined below) and is (x) a tower company that has a good business reputation and is experienced in the management case of communication towersan assignment, or Tenant shall, within fifteen (y15) an Affiliate days after the execution and delivery of Tower Operator. “Assumption Requirements” meansany such assignment, with respect deliver to an assignment by Tower Operator, that Landlord and Lender (i) the applicable assignee has creditworthiness, reasonably sufficient to perform the obligations a duplicate original of the assigning party under this MLA and the applicable SLA(s) or that the assigning party remains liable for such obligations notwithstanding such assignment, assignment in recordable form and (ii) an agreement executed and acknowledged by the assignee assumes in recordable form wherein the assignee shall agree to assume and agrees agree to observe and perform all of the obligations terms and provisions of this Lease on the part of the assigning party hereunderTenant to be observed and performed from and after the date of such assignment, and, in the case of a sublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord and Lender a duplicate original of such sublease. (d) Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease of any of the Leased Premises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default.

Assignment Subleasing. (a) AWN Collocator may, without A. Tenant shall not assign or sublet the whole or any approval or consent of Tower Operator, sublease, license, sublicense or grant concessions or other rights for the occupancy or use of any portion part of the AWN Collocation Space Premises or permit the Premises to any of AWN Collocator’s Affiliates. AWN Collocator may, otherwise be used or occupied by anyone than Tenant without any approval or consent of Tower Operator, sell, convey, assign or transfer all or any portion of its rights and obligations under this MLA or any SLA: (i) to any of AWN Collocator’s Affiliates, (ii) to any Person that acquires all or substantially all of AWN Collocator’s assets in any market defined by the FCC, (iii) to any Person that acquires all or substantially all of the assets of AWN Collocator, or (iv) to a successor Person that, directly or indirectly, acquires more than a 50% ownership interest in AWN Collocator, effected through a transaction or series of transactions (including by way of merger, consolidation, business combination, other reorganization or similar transaction or by operation of law). Except as set forth in this Section 25(a), AWN Collocator may not sell, convey, assign or transfer its rights or obligations under this MLA and the applicable SLAs without the Landlord's prior written consent of Tower Operatorconsent, which consent shall not be unreasonably withheld. However, conditioned or delayed. Nothing in this MLA or any SLA shall prohibit the use of any Sitewithout limitation, any AWN Communications Equipment or AWN Collocator’s communications network by third parties as expressly permitted under Section 5. (b) Without the prior written consent of AWN Collocator not to be unreasonably withheld, delayed or conditioned, Tower Operator may not assign this MLA or any SLA; provided that the consent of AWN Collocator Landlord shall not be required deemed to be unreasonable in withholding its consent to a proposed assignment or sublease if the assignee meets the Assumption Requirements (as defined below) and is (x) a tower company that has a good business reputation and is experienced in the management of communication towers, or (y) an Affiliate of Tower Operator. “Assumption Requirements” means, with respect to an assignment by Tower Operator, that (i) the applicable proposed assignee has creditworthinessor subtenant does not possess substantial business experience and a good business reputation, reasonably sufficient to perform the obligations of the assigning party under this MLA and the applicable SLA(s) or that the assigning party remains liable for such obligations notwithstanding such assignment, and (ii) the proposed assignee assumes and or subtenant is not in sound financial condition or (iii) the proposed assignee or subtenant does have a minimum level of net worth or shareholder's equity equivalent to Tenant as of the date of the proposed assignment or subletting. It shall be a condition of the validity of any assignment that the assignee agrees directly with Landlord, by written instrument in form satisfactory to perform Landlord, to be bound by all of the obligations of Tenant hereunder, including, without limitation, the assigning party covenant against further assignment and subletting. No assignment or subletting shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor. B. If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as a tenant or a release of Tenant from further performance by Tenant of its obligations hereunder. The consent by Landlord to an assignment or subletting shall in no way be construed to relieve Tenant or any successor from obtaining the express consent in writing of Landlord to any further assignment or subletting. C. In connection with any proposed assignment or subletting, Tenant shall promptly provide Landlord with such information as to the proposed assignee or subtenant and as to the proposed business arrangement between the proposed assignee or subtenant and Tenant as Landlord may reasonably request. Furthermore, Tenant shall promptly reimburse Landlord for all reasonable attorney's fees incurred in connection with any request by Tenant for Landlord's consent to any such assignment or sublease.

Assignment Subleasing. (a) AWN Collocator may, without any approval or consent of Tower Operator, sublease, license, sublicense or grant concessions or other rights for the occupancy or use of any portion of the AWN Collocation Space LESSEE agrees not to any of AWN Collocator’s Affiliates. AWN Collocator may, without any approval or consent of Tower Operator, sell, conveyassign, assign mortgage, pledge, franchise or in any manner transfer all this Lease or any portion estate of its rights interest thereunder and obligations under this MLA not to sublet the Leased Premises or any SLA: (i) part or parts thereof and not to permit any of AWN Collocator’s Affiliates, (ii) to any Person that acquires all licensee or substantially all of AWN Collocator’s assets in any market defined by the FCC, (iii) to any Person that acquires all or substantially all of the assets of AWN Collocator, or (iv) to a successor Person that, directly or indirectly, acquires more than a 50% ownership interest in AWN Collocator, effected through a transaction or series of transactions (including by way of merger, consolidation, business combination, other reorganization or similar transaction or by operation of law). Except as set forth in this Section 25(a), AWN Collocator may not sell, convey, assign or transfer its rights or obligations under this MLA and the applicable SLAs concessionaire therein without the previous written consent of Tower Operator, which consent the LESSOR in each instance first obtained. Consent to a subletting by LESSEE shall not be unreasonably withheld, conditioned withheld or delayed. Nothing in Consent by LESSOR to one assignment of this MLA Lease or any SLA shall prohibit to one subletting, sale, mortgage, pledge or other transfer including licensing or the use grant of any Site, any AWN Communications Equipment or AWN Collocator’s communications network by third parties as expressly permitted under Section 5. (b) Without the prior written consent of AWN Collocator not to be unreasonably withheld, delayed or conditioned, Tower Operator may not assign this MLA or any SLA; provided that the consent of AWN Collocator a concession shall not be required a waiver of LESSOR'S right under this Article as to any subsequent similar action. Notwithstanding any assignment or subletting, LESSEE shall remain fully liable on this Lease and shall not be released from performing any of the terms, covenants and conditions of this Lease. If, any time during the term of this Lease, LESSEE (and/or the guarantor of LESSEE, if any) is a corporation or a trust (whether or not having shares of beneficial interest) and there shall occur any change in the identity of any of the persons then having power to control the election or appointment of the directors, trustees, or other persons exercising like functions and managing the affairs of LESSEE to other than the families of the principals of LESSEE, the same shall be deemed an assignment requiring consent hereunder, and LESSEE shall so notify LESSOR thereof. This section shall not apply if the assignee meets LESSEE (and/or guarantor, if any) named herein is a corporation and the Assumption Requirements (as defined below) outstanding voting stock thereof is listed on a recognized securities exchange or is wholly owned by another corporation whose outstanding voting stock is so listed. LESSOR'S rights to assign this Lease are and is (x) a tower company that has a good business reputation shall remain unqualified. Upon any bona fide sale of the Leased Premises in an arms length transaction and is experienced in provided the management purchaser agrees to assume all past and future obligations of communication towersLESSOR under this Lease, or (y) an Affiliate LESSOR shall thereupon and not otherwise be entirely freed of Tower Operator. “Assumption Requirements” means, with respect to an assignment by Tower Operator, that (i) the applicable assignee has creditworthiness, reasonably sufficient to perform the all obligations of the assigning party under LESSOR hereunder and shall not be subject to any liability resulting from any act or omission or event occurring after such conveyance, except that any covenant or obligation of LESSOR hereunder affecting land owned by LESSOR shall continue for its term during such ownership, but no longer. Upon the sale or other transfer of LESSOR'S interest in this MLA Lease, LESSEE agrees to recognize and the applicable SLA(s) or that the assigning party remains liable for attorn to such obligations notwithstanding such assignmenttransferee as LESSOR, and (ii) the assignee assumes and LESSEE further agrees to perform all execute and deliver a recordable instrument setting forth the provisions of the obligations of the assigning party hereunderthis paragraph.

Assignment Subleasing. (a) AWN Collocator may, Lessee shall be without any approval right to assign this Lease or consent of Tower Operator, sublease, license, sublicense the Demised Premises or grant concessions sublet the same in whole or other rights for the occupancy or use of any portion of the AWN Collocation Space to any of AWN Collocator’s Affiliates. AWN Collocator may, without any approval or consent of Tower Operator, sell, convey, assign or transfer all or any portion of its rights and obligations under this MLA or any SLA: (i) to any of AWN Collocator’s Affiliates, (ii) to any Person that acquires all or substantially all of AWN Collocator’s assets in any market defined by the FCC, (iii) to any Person that acquires all or substantially all of the assets of AWN Collocator, or (iv) to a successor Person that, directly or indirectly, acquires more than a 50% ownership interest in AWN Collocator, effected through a transaction or series of transactions (including by way of merger, consolidation, business combination, other reorganization or similar transaction or by operation of law). Except as set forth in this Section 25(a), AWN Collocator may not sell, convey, assign or transfer its rights or obligations under this MLA and the applicable SLAs part without the written consent of Tower Operatorthe Lessor first having been obtained, which consent shall not be unreasonably withheld, conditioned nor shall there be an assignment of this Lease by operation of law. However, Lessor agrees and accepts that this Lease shall be assignable to any affiliated or delayedsubsidiary companies of Lessee, with the written consent of the Lessor, which consent shall not be unreasonably withheld, and freely assignable to any affiliated or subsidiary company of Lessee, provided said affiliated or subsidiary company's usage, density and parking requirements shall be substantially the same as that of Lessee. Nothing Lessee shall promptly pay to Lessor any rent, additional rent or other consideration received by Lessee in this MLA connection with any assignment or subletting in excess of the rent, additional rent and other charges hereunder. Any change in the control of Lessee, which is a privately owned corporation, partnership or business trust, herein defined as any SLA shall prohibit change of ownership in excess of fifty percent (50%) of the use of any Siteoutstanding shares or interest in the company, any AWN Communications Equipment or AWN Collocator’s communications network by third parties as expressly permitted under Section 5. (b) Without without the prior written consent of AWN Collocator not Lessor to said change in control or operation, shall constitute an attempted assignment or subletting in violation of this provision and shall be unreasonably withheld, delayed null and void and of no effect. Any assignment or conditioned, Tower Operator may not assign this MLA or any SLA; provided that subletting even with the consent approval of AWN Collocator the Lessor shall not be required if release the assignee meets the Assumption Requirements (as defined below) and is (x) a tower company that has a good business reputation and is experienced Lessee from liability hereunder. Any change in the management of communication towers, or (y) an Affiliate of Tower Operator. “Assumption Requirements” means, with respect to an assignment by Tower Operator, that (i) the applicable assignee has creditworthiness, reasonably sufficient to perform the obligations use of the assigning party under this MLA and Demised Premises in connection with the applicable SLA(s) assignment or that the assigning party remains liable for such obligations notwithstanding such assignmentsubletting shall be subject to Lessors consent which Lessor may withhold in its sole discretion. If, and (ii) the assignee assumes and agrees to perform all as a result of any approved assignment of the obligations Demised Premises the use thereof is changed, then the Lessee shall be solely responsible for any alterations and improvements and any increase in the cost of the assigning party hereunderfire, extended coverage, vandalism and malicious mischief insurance. Any consent by Lessor to any proposed assignment or subletting shall not constitute consent to any future or subsequent assignment or subletting.

Assignment Subleasing. (a) AWN Collocator may, without Tenant shall not assign this Lease or sublet the whole or any approval or consent of Tower Operator, sublease, license, sublicense or grant concessions or other rights for the occupancy or use of any portion part of the AWN Collocation Space to any of AWN Collocator’s Affiliates. AWN Collocator may, Leased Premises without any approval or consent of Tower Operator, sell, convey, assign or transfer all or any portion of its rights and obligations under this MLA or any SLA: (i) to any of AWN Collocator’s Affiliates, (ii) to any Person that acquires all or substantially all of AWN Collocator’s assets in any market defined by the FCC, (iii) to any Person that acquires all or substantially all of the assets of AWN Collocator, or (iv) to a successor Person that, directly or indirectly, acquires more than a 50% ownership interest in AWN Collocator, effected through a transaction or series of transactions (including by way of merger, consolidation, business combination, other reorganization or similar transaction or by operation of law). Except as set forth in this Section 25(a), AWN Collocator may not sell, convey, assign or transfer its rights or obligations under this MLA and the applicable SLAs without the Landlord's prior written consent of Tower Operatorconsent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Nothing in this MLA ; it being agreed, however, that Landlord will give its consent to any sublease or assignment of all or any SLA portion of the Leased Premises to an affiliate (i.e., an entity in common ownership with Tenant or wholly owned by Tenant or wholly owning Tenant) of Tenant for the Permitted Use provided such affiliate of Tenant is not a competitor of Landlord or any affiliate of Landlord. Notwithstanding such consent, Tenant shall prohibit remain liable to Landlord for the use payment of all Base Rent, Additional Rent, any other charges due hereunder, and for the full performance of the covenants and conditions of this Lease. Landlord's consent to any such transfer, assignment or sublease will not be deemed a consent to any subsequent transfer, assignment or sublease. In the event of a default under the terms of this Lease, if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may at its option collect directly from assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due it by Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of its obligations hereunder. For purposes of this Lease, (a) any assignment, transfer or conveyance of any Site, any AWN Communications Equipment sort of 25% or AWN Collocator’s communications network by third parties as expressly permitted under Section 5. more of the stock or other beneficial ownership of Tenant and (b) Without the any merger or consolidation of Tenant with any other entity shall constitute an "assignment" which is subject to Landlord's prior written reasonable consent of AWN Collocator not to be unreasonably withheld, delayed or conditioned, Tower Operator may not assign this MLA or any SLA; provided that the consent of AWN Collocator shall not be required if the assignee meets the Assumption Requirements (as defined below) and is (x) a tower company that has a good business reputation and is experienced in the management of communication towers, or (y) an Affiliate of Tower Operator. “Assumption Requirements” means, with respect to an assignment by Tower Operator, that (i) the applicable assignee has creditworthiness, reasonably sufficient to perform the obligations of the assigning party under this MLA and the applicable SLA(s) or that the assigning party remains liable for such obligations notwithstanding such assignment, and (ii) the assignee assumes and agrees to perform all of the obligations of the assigning party hereunderSection 12.