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or substantially all of TowerCo's assets, businesses and properties in the Metropolitan Statistical Area or
<br />Rural Service Area (as defined by the FCC) in which the Subleased Property is located are being
<br />transferred; (B) the prospective purchaser or assignee shall, after giving effect to such purported transfer,
<br />(1) have the financial capacity to perform its obligations as subtenant under this Agreement, as well as the
<br />ability to satisfy any other financial obligations it may have, (2) have the technical and operating ability to -
<br />perform its obligations as subtenant under this Agreement (including, if applicable, historical information
<br />relating to its conduct of any similaz business), and (3) has a generally favorable reputation in the
<br />financial community, the communities in which it conducts operations and the wireless communications
<br />industry; (C) the prospective purchaser or assignee executes an agreement pursuant to which it undertakes
<br />to observe and comply with all provisions of this Agreement (as applicable to the Subleased Property
<br />being conveyed), as it may be amended from time to time, and (D) neither the prospective purchaser or
<br />assignee nor any of its Affiliates is an Alpha Competitor. In the event that TowerCo intends to sell,
<br />assign or otherwise directly or indirectly dispose of any of the Subleased Property subj ect to a Site
<br />Designation Sirppiement, it shall provide Alpha with reasonable prior written notice of such intention and -
<br />shall, at Alpha's request, enter into good faith discussions and negotiations with Alpha to permit Alpha to
<br />acquire such Subleased Property; provided, however, that TowerCo shall not be obligated to sell to
<br />Alpha, and Alpha shall be under no obligation to offer to acquire, or acquire, such Subleased Property.
<br />Alpha's failure to make an offer to acquire or to acquire such Subleased Property shall not constitute a
<br />waiver of any of its rights hereunder or relieve TowerCo of any obligations hereunder with respect to such
<br />Subleased Property. Notwithstanding the foregoing, TowerCo may (x) assign this Agreement to a
<br />"TowerCo Affiliate" (provided that such TowerCo Affiliate and its Affiliates are not Alpha Competitors
<br />(as defined in Section 1)) and (y) enter into Pemutted Subleasehold Mortgages, in which case the
<br />Pemutted Subleasehold Mortgagee with respect thereto shall have the right to exercise remedies under
<br />any such mortgage, pledge, hypothecation or other collateral transfer in a manner consistent with the
<br />provisions of this and every other Agreement between TowerCo and Alpha made in connection with this
<br />transaction. Sublessor may not sublease its.interests in any Site except to an Affiliate.
<br />(b) Alpha and any other Sublessor may assign its interests in this Agreement, and/or its
<br />interests in any Site subject to this Agreement, to any Affiliate of Alpha or such Sublessor and Alpha or
<br />such Sublessor may permit any Affiliate to use all or any portion of the Reserved Space in accordance
<br />with the terms hereof without necessity of any assignment, sublease or other formal agreement. Alpha or
<br />such Sublessor may also assign its interests in this Agreement, and/or its interests in any Site subject to
<br />this Agreement, to any Person provided that Alpha or any such Sublessor obtains TowerCo's consent,
<br />which consent shall not be unreasonably withheld, conditioned or delayed, and provided further that use
<br />of the Site by any such assignee or subtenant will not materially interfere with the use and operation of
<br />the Site by TowerCo, or any then existing Space Subtenant of TowerCo. In the event that Alpha or any
<br />other Sublessor transfers all of the Sites within a Metropolitan Statistical Area or a Rural Service Area
<br />(each as defined by the FCC) in connection with the transfer of Alpha's or other Sublessor's license in
<br />such area, TowerCo shall, at Alpha's or such Sublessor's request, enter into a new Sublease Agreement
<br />with the transferee on identical terms and conditions hereof. In this case, such new Sublease Agreement
<br />and this Agreement shall operate as separate agreements independent of one another. Sublessor may not
<br />sublease its interests in any Site except to an Affiliate.
<br />(c) Except as expressly provided in Section 26(b), wherever under qr in connection
<br />with this Agreement Alpha or any other Sublessor assigns its right, title or interest, ~ whole or in part, in
<br />or to this Agreement or any Site, Alpha or any other Sublessor shall be released from performing any and
<br />all obligations under this Agreement in respect of the right, title or interest so assigned and under the
<br />applicable Ground Lease, from and after the date of such assignment, subject only to Alpha's or such
<br />Sublessor's receipt of any consent or approval required from the applicable Ground Lessor, and TowerCo
<br />hereby acknowledges such release. At or prior to any partial assignment of this Agreement, Alpha or any
<br />other Sublessor and such assignee shall have entered into one or more agreements, including without
<br />limitation, a sublease and site designation supplements (collectively, the "New Sublease Documents"),
<br />that_af_ford Aloha or anv other Sublessor and their Affiliates relative rights (includine_ without limitation._
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