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provisions relating to the calculation of the Site Payment and the right of Alpha or such Sublessor to act
<br />for TowerCo), vis-a-vis Alpha's or such Sublessors rights and obligations under the New Sublease
<br />Documents no less favorable to Alpha or such Sublessor than those afforded by this Agreement and the
<br />Site Designation Supplements with respect to the rights and obligation of Alpha or any other Sublessor
<br />and any Alpha Affiliate, and are otherwise in form and substance reasonably satisfactory to Alpha or any
<br />other Sublessor.
<br />(d) "A Change of Control" (as defined below) of TowerCo or Parent, respectively,
<br />shall constitute an assignment for purposes of this Section. A "Change of Control" of TowerCo or Parent,
<br />respectively, shall be deemed to have occurred in the event (i) any person or group (as such terms are used
<br />in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is
<br />or becomes a "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of
<br />securities of TowerCo or Parent, respectively, representing thirty percent (30%) or more of the combined
<br />voting power of TowerCo's or Parent's, as applicable, then outstanding voting securities, or (ii) of a
<br />merger, consolidation, reorganization, sale or other disposition of all or substantially all of TowerCo's
<br />assets or other business combination involving TowerCo or Parent, respectively, following which (a)
<br />TowerCo's or Parent's, as applicable, common stockholders immediately prior to such transaction
<br />beneficially own less than seventy-five percent (75%) of the combined voting power of the voting
<br />securities of the resulting or acquiring entity, or (b) any person or group (other than any pr8sent such
<br />beneficial owner or group of owners, or his or its hens, executors, trustees, legal representatives or other
<br />successors) beneficially owns, directly or indirectly, thirty percent (30%) or more of the combined voting
<br />power of the outstanding voting securities of the resulting or acquiring entity, or (c) the members of
<br />TowerCo's or Parent's, as applicable, board of directors on the date hereof do not constitute at least a
<br />majority of the board of directors of the resulting or acquiring entity; or (iii) the individuals who at the
<br />beginning of any 24-month period constitute the board of directors of TowerCo or Parent, respectively
<br />(together with any new directors whose election by such board of directors or whose nomination for
<br />election by stockholders was approved by atleasttwo-thirds of the members of the board of directors then
<br />in office who were either directors of TowerCo or Parent, respectively, on the date hereof or whose
<br />election or nomination for election was previously so approved) cease for any reason during such 24-
<br />monthperiod to constitute at least a majority of the board of directors of TowerCo or Parent, respectively.
<br />For purposes of this section, references to "voting securities" are to securities entitled to vote generally in
<br />the election of directors. The foregoing notwithstanding, aChange of Control shall be pemutted for
<br />TowerCo provided the criteria of Section 19B v, w, x, y and z of the Master Tower Site Lease Agreement
<br />shall be met and a Change of Control shall be permitted for Parent provided the criteria of Section 19B w,
<br />x, y and z of the Master Tower Site Lease Agreement shall be met.
<br />(e) Parent unconditionally guarantees the payment and performance when due of all
<br />obligations of TowerCo now or henafter existing under this Agreement (the "TowerCo Obligations")
<br />subject to all defenses available to TowerCo except as provided below. The liability of Parent under this
<br />Section 26(e) shall extend to all TowerCo Obligations which would be owed by TowerCo but for the fact
<br />that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or
<br />similar proceeding involving TowerCo. The obligations of Parent under this Secxion 26(e) are
<br />independent of TowerCo's obligations under this Agreement, and a separate action or actions maybe
<br />brought and prosecuted against Parent to enforce its obligations under this Section 26(e), irrespective of
<br />whether any action is brought against TowerCo or whether TowerCo is joined in such action. This
<br />guarantee. shall wntinue to be effective or be reinstated, as the case may be, if at any time any payment or
<br />. performance of TowerCo Obligations is rescinded or must otherwise be returned by a recipient upon the
<br />~~ insolvency, bankruptcy or reorganization of TowerCo or for any other reason, all as though such payment
<br />or performance had not been made. Parent unconditionally waives (a) all notices which maybe required
<br />by statute, rule of law or otherwise, nor or hereafter in effect, to preserve intact any rights of AirTouch
<br />and any other Sublessor against Parent, including, without limitation, any demand, presentment, and
<br />protest, proof of notice of nonpayment or nonperformance under agreement, and notice of default or of
<br />anv failure nn the Hart ~f TowerCo to nerfom, anct rmm~ly with anv ~nvenant agreement. term nr
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