Common use of Assignments; Transfers of Certain Assets and Liabilities Clause in Contracts

Assignments; Transfers of Certain Assets and Liabilities. (a) Notwithstanding anything in this Agreement or any Collateral Agreement to the contrary, but without limiting any of the AT&T Parties’ or AT&T Newcos’ duties and obligations arising under this Agreement or any Collateral Agreement, neither this Agreement nor any Collateral Agreement shall constitute an assignment, sublease, transfer or other conveyance of any claim, contract, license, lease, sublease or commitment if an attempted assignment, sublease, transfer or other conveyance thereof, without the Authorization of a third-party thereto, would constitute a breach or violation thereof or in any way adversely affect the rights of Acquiror or Tower Operator thereunder, but only to the extent such Authorization has not been obtained. (b) If any Authorization described in Section 1.3(a) is not obtained, or if any attempt at an assignment, sublease, transfer or other conveyance thereof would be ineffective or would affect the rights of the AT&T Parties thereunder so that Acquiror, Tower Operator or, after the Initial Closing, the applicable Sale Site Subsidiary would not in fact receive all such rights (including all such rights under Collocation Agreements) or would affect the ability of Acquiror, the Tower Operator or, after the Initial Closing, the applicable Sale Site Subsidiary to obtain the benefits and rights contemplated by this Agreement and the Collateral Agreements, the AT&T Parties and the AT&T Newcos shall implement alternative arrangements reasonably acceptable to Acquiror and the AT&T Parties designed to ensure that, after the Initial Closing, Acquiror, Tower Operator and the applicable Sale Site Subsidiary obtain all such benefits and rights and are in the same legal position as they would have been if such Authorization had been obtained, and the Parties acknowledge and agree that the Management Agreement generally is such an alternative arrangement with respect to contracts or agreements applicable to a Managed Site. (c) To the extent that, on and after the Initial Closing, Acquiror, the Tower Operator or any Sale Site Subsidiary has acquired or assumed in connection with the transactions contemplated by this Agreement and the Collateral Agreements any Excluded Assets or Excluded Liabilities, the AT&T Parties and the AT&T Newcos shall, and shall cause their respective Affiliates to, take all actions reasonably necessary to, and provide all reasonable assistance requested by Acquiror, the Tower Operator or any Sale Site Subsidiary to, effectuate the assignment, transfer, conveyance or delivery of any such Excluded Assets and Excluded Liabilities back to the AT&T Parties or AT&T Newcos, as applicable.

Assignments; Transfers of Certain Assets and Liabilities. (a) Notwithstanding anything in this Agreement or any Collateral Agreement to the contrary, but without limiting any of the AT&T Verizon Parties’ or AT&T NewcosVerizon Lessors’ duties and obligations arising under this Agreement or any Collateral Agreement, neither this Agreement nor any Collateral Agreement shall constitute an assignment, sublease, transfer or other conveyance of any claim, contract, license, lease, sublease or commitment if an attempted assignment, sublease, transfer or other conveyance thereof, without the Authorization of a third-party thereto, would constitute a breach or violation thereof or in any way adversely affect the rights of Acquiror or Tower Operator thereunder, but only to the extent such Authorization has not been obtained. (b) If any Authorization described in Section 1.3(a) is not obtained, or if any attempt at an assignment, sublease, transfer or other conveyance thereof would be ineffective or would affect the rights of the AT&T Verizon Parties or Verizon Lessors thereunder so that Acquiror, Tower Operator or, after the Initial Closing, the applicable Sale Site Subsidiary would not in fact receive all such rights (including all such rights under Collocation Agreements) or would affect the ability of Acquiror, the Tower Operator or, after the Initial Closing, the applicable Sale Site Subsidiary to obtain the benefits and rights contemplated by this Agreement and the Collateral Agreements, the AT&T Verizon Parties and the AT&T Newcos Verizon Lessors shall either (i) enter into the Management Agreement with respect to contracts or agreements applicable to any Site for which an Authorization has not been obtained pursuant to Section 1.3(a) or (ii) use commercially reasonable efforts to implement alternative arrangements reasonably acceptable to Acquiror and the AT&T Verizon Parties designed to ensure that, after the Initial Closing, Acquiror, Tower Operator and the applicable Sale Site Subsidiary obtain all such benefits and rights and are in the same legal position as they would have been if such Authorization had been obtained, and the Parties acknowledge and agree that the Management Agreement generally is such an alternative arrangement with respect to contracts or agreements applicable to a Managed Site. (c) To the extent that, on and after the Initial Closing, Acquiror, the Tower Operator or any Sale Site Subsidiary has acquired or assumed in connection with the transactions contemplated by this Agreement and the Collateral Agreements any Excluded Assets or Excluded Liabilities or Pre-Closing Liabilities, the AT&T Verizon Parties and the AT&T Newcos Verizon Lessors shall, and shall cause their respective Affiliates to, take all actions reasonably necessary to, and provide all reasonable assistance requested by Acquiror, the Tower Operator or any Sale Site Subsidiary to, effectuate the assignment, transfer, conveyance or delivery of any such Excluded Assets Assets, Excluded Liabilities and Excluded Pre-Closing Liabilities back to the AT&T Verizon Parties or AT&T NewcosVerizon Lessors, as applicable.

Assignments; Transfers of Certain Assets and Liabilities. (a) Notwithstanding anything in this Agreement or any Collateral Agreement to the contrary, but without limiting any of the AT&T T-Mobile Parties’ or AT&T NewcosT-Mobile SPEs’ duties and obligations arising under this Agreement or any Collateral Agreement, neither this Agreement nor any Collateral Agreement shall constitute an assignment, sublease, transfer or other conveyance of any claim, contract, license, lease, sublease or commitment if an attempted assignment, sublease, transfer or other conveyance thereof, without the Authorization or consent of a third-party thereto, would constitute a breach or violation thereof or in any way adversely affect the rights of Acquiror Crown or Tower Operator thereunder, but only to the extent such Authorization or consent has not been obtained. (b) . If any such Authorization described in Section 1.3(a) or consent is not obtained, or if any attempt at an assignment, sublease, transfer or other conveyance thereof would be ineffective or would affect the rights of the AT&T T-Mobile Parties thereunder so that AcquirorCrown, Tower Operator or, after the Initial Closing, the applicable Sale Site Subsidiary would not in fact receive all such rights (including all such rights under Collocation Agreements) or would affect the ability of AcquirorCrown, the Tower Operator or, after the Initial Closing, the applicable Sale Site Subsidiary to obtain the benefits and rights contemplated by this Agreement and the Collateral Agreements, the AT&T T-Mobile Parties and the AT&T Newcos T-Mobile SPEs shall implement alternative arrangements reasonably acceptable to Acquiror Crown and the AT&T T-Mobile Parties designed to ensure thatthat Crown, Tower Operator and, after the Initial Closing, Acquiror, Tower Operator and the applicable Sale Site Subsidiary obtain all such benefits and rights and are in the same legal and economic position as they would have been if such Authorization or consent had been obtained, and the Parties acknowledge and agree that the Management Agreement generally is such an alternative arrangement with respect to contracts or agreements applicable to a Managed Site. (cb) To the extent that, on and after the Initial Applicable Closing, AcquirorCrown, the Tower Operator or any Sale Site Subsidiary has acquired or assumed in connection with the transactions contemplated by this Agreement and the Collateral Agreements any Excluded Assets or Excluded Liabilities, the AT&T T-Mobile Parties and the AT&T Newcos T-Mobile SPEs shall, and shall cause their respective Affiliates to, take all reasonable actions reasonably necessary to, and provide all reasonable assistance reasonably requested by AcquirorCrown, the Tower Operator or any Sale Site Subsidiary to, effectuate the assignment, transfer, conveyance or delivery of any such Excluded Assets and Excluded Liabilities back to the AT&T T-Mobile Parties or AT&T NewcosT-Mobile SPEs, as applicable.

Assignments; Transfers of Certain Assets and Liabilities. (a) Notwithstanding anything in this Agreement or any Collateral Agreement to the contrary, but without limiting any of the AT&T Parties’ or AT&T Newcos’ duties and obligations arising under this Agreement or any Collateral Agreement, neither this Agreement nor any Collateral Agreement shall constitute an assignment, sublease, transfer or other conveyance of any claim, contract, license, lease, sublease or commitment if an attempted assignment, sublease, transfer or other conveyance thereof, without the Authorization of a third-party thereto, would constitute a breach or violation thereof or in any way adversely affect the rights of Acquiror or Tower Operator the Sale Site Subsidiary thereunder, but only to the extent such Authorization has not been obtained. (b) If any Authorization described in Section 1.3(a) is not obtained, or if any attempt at an assignment, sublease, transfer or other conveyance thereof would be ineffective or would affect the rights of the AT&T Parties SM thereunder so that Acquiror, Tower Operator or, after the Initial Closing, the applicable Sale Site Subsidiary would not in fact receive all such rights (including all such rights under Collocation Agreements) or would affect the ability of Acquiror, the Tower Operator or, after the Initial Closing, the applicable Sale Site Subsidiary to obtain the benefits and rights contemplated by this Agreement and the Collateral Agreements, SM will either: (i) enter into the AT&T Parties and the AT&T Newcos shall Management Agreement with respect to contracts or agreements applicable to any Sale Site for which an Authorization has not been obtained pursuant to Section 1.3(a); or (ii) use commercially reasonable efforts to implement alternative arrangements reasonably acceptable to Acquiror Buyer and the AT&T Parties SM designed to ensure that, after the Initial Closing, Acquiror, Tower Operator and the applicable Sale Site Subsidiary obtain obtains all such benefits and rights and are is in the same legal position as they the Sale Site Subsidiary would have been if such Authorization had been obtained, and the Parties acknowledge and agree that the Management Agreement generally is such an alternative arrangement with respect to contracts or agreements applicable to a Managed Site. (c) To the extent that, on and after the Initial Closing, Acquiror, the Tower Operator or any Sale Site Subsidiary has acquired or assumed in connection with the transactions contemplated by this Agreement and the Collateral Agreements any Excluded Assets or Excluded Liabilities, the AT&T Parties and the AT&T Newcos shall, and shall cause their respective Affiliates to, take all actions reasonably necessary to, and provide all reasonable assistance requested by Acquiror, the Tower Operator or any Sale Site Subsidiary to, effectuate the assignment, transfer, conveyance or delivery of any such Excluded Assets and Excluded Liabilities back to the AT&T Parties or AT&T Newcos, as applicable.

Assignments; Transfers of Certain Assets and Liabilities. (a) Notwithstanding anything in this Agreement or any Collateral Agreement to the contrary, but without limiting any of the AT&T T-Mobile Parties’ or AT&T NewcosT-Mobile SPEs’ duties and obligations arising under this Agreement or any Collateral Agreement, neither this Agreement nor any Collateral Agreement shall constitute an assignment, sublease, transfer or other conveyance of any claim, contract, license, lease, sublease or commitment if an attempted assignment, sublease, transfer or other conveyance thereof, without the Authorization or consent of a third-party thereto, would constitute a breach or violation thereof or in any way adversely affect the rights of Acquiror Crown or Tower Operator thereunder, but only to the extent such Authorization or consent has not been obtained. (b) . If any such Authorization described in Section 1.3(a) or consent is not obtained, or if any attempt at an assignment, sublease, transfer or other conveyance thereof would be ineffective or would affect the rights of the AT&T T-Mobile Parties thereunder so that AcquirorCrown, Tower Operator or, after the Initial Closing, the applicable Sale Site Subsidiary would not in fact receive all such rights (including all such rights under Collocation Agreements) or would affect the ability of AcquirorCrown, the Tower Operator or, after the Initial Closing, the applicable Sale Site Subsidiary to obtain the benefits and rights contemplated by this Agreement and the Collateral Agreements, the AT&T T-Mobile Parties and the AT&T Newcos T-Mobile SPEs shall implement alternative arrangements reasonably acceptable to Acquiror Crown and the AT&T T-Mobile Parties designed to ensure thatthat Crown, Tower Operator and, after the Initial Closing, Acquiror, Tower Operator and the applicable Sale Site Subsidiary obtain all such benefits and rights and are in the same legal and economic position as they would have been if such Authorization or consent had been obtained, and the Parties acknowledge and agree that the Management Agreement generally is such an alternative arrangement with respect to contracts or agreements applicable to a Managed Site. (cb) To the extent that, on and after the Initial Applicable Closing, AcquirorCrown, the Tower Operator or any Sale Site Subsidiary has acquired or assumed in connection with the transactions contemplated by this Agreement and the Collateral Agreements any Excluded Assets or Excluded Liabilities, the AT&T T-Mobile Parties and the AT&T Newcos T-Mobile SPEs shall, and shall cause their respective Affiliates to, take all reasonable actions reasonably necessary to, and provide all reasonable assistance reasonably requested by AcquirorCrown, the Tower Operator or any Sale Site Subsidiary to, effectuate the assignment, transfer, conveyance or delivery of any such Excluded Assets and Excluded Liabilities back to the AT&T T-Mobile Parties or AT&T NewcosT-Mobile SPEs, as applicable. 27 ARTICLE 2 CONTRIBUTION, CONVEYANCE/GRANT OF LEASEHOLD, SUBLEASEHOLD OR OTHER INTEREST AND CONSIDERATION SECTION 2.1 Formation of the T-Mobile SPEs, Sale Site Subsidiaries, Tower Operator and Paying Agent. (a) On or prior to the Initial Closing Date, the applicable T-Mobile Parties shall: (i) form each T-Mobile SPE by filing a certificate of formation for such T-Mobile SPE, in substantially the form set forth in Exhibit J (each, a “T-Mobile SPE Certificate of Formation”), with the Secretary of State of Delaware, (ii) enter into a limited liability company agreement substantially in the form attached as Exhibit K (each, a “T-Mobile SPE LLC Agreement”) with the Independent Manager of such T-Mobile SPE, (iii) enter into a separateness agreement, in substantially the form set forth in Exhibit L (each, a “T-Mobile SPE Separateness Agreement”), with Crown and the T-Mobile SPEs with respect to each T-Mobile SPE and (iv) cause each T-Mobile SPE to be duly qualified in each jurisdiction in which an MPL Site held by such T-Mobile SPE is located and, in each case, provide Crown with evidence of the same. (b) On or prior to the Initial Closing Date, Crown shall: (i) form the Tower Operator by filing a certificate of formation with the Secretary of State of Delaware, (ii) enter into a limited liability company agreement for the Tower Operator and (iii) cause the Tower Operator to be duly qualified in each jurisdiction in which an MPL Site held by the Tower Operator is located and, in each case, provide T-Mobile with evidence of the same. Crown shall consult with T-Mobile and provide a draft of the documents specified in this Section 2.1(b) prior to their execution or initial filing with the Delaware Secretary of State, if applicable. (c) On or prior to the Initial Closing Date, the Tower Operator shall: (i) form the Paying Agent by filing a certificate of formation, with the Secretary of State of Delaware, (ii) enter into a limited liability company agreement for the Paying Agent and (iii) cause the Paying Agent to be duly qualified in the State of Delaware and, in each case, provide T-Mobile with evidence of the same. Tower Operator shall consult with T-Mobile and provide a draft of the documents specified in this Section 2.1(c) prior to their execution or initial filing with the Delaware Secretary of State, if applicable. (d) On or prior to the Initial Closing Date, the applicable T-Mobile Parties shall (i) form each Sale Site Subsidiary by filing a certificate of formation, in substantially the form set forth in Exhibit M (each, a “Sale Site Subsidiary Certificate of Formation”), with the Secretary of State of Delaware, (ii) enter into a limited liability company agreement substantially in the form attached as Exhibit N (each, a “Sale Site Subsidiary LLC Agreement”) and (iii) cause such Sale Site Subsidiary to be duly qualified in each jurisdiction in which a Sale Site is located and, in each case, provide Crown with evidence of the same. 28

Assignments; Transfers of Certain Assets and Liabilities. (a) Notwithstanding anything in this Agreement or any Collateral Ancillary Agreement to the contrary, but without limiting any of the AT&T Cumulus Parties’ or AT&T Newcos’ duties and obligations arising under this Agreement or any Collateral Ancillary Agreement, neither this Agreement nor any Collateral Ancillary Agreement shall constitute an assignment, sublease, transfer or other conveyance of any claim, contract, license, lease, sublease or commitment if an attempted assignment, sublease, transfer or other conveyance thereof, without the Authorization of a third-party thereto, would constitute a breach or violation thereof or in any way adversely affect the rights of Acquiror or Tower Operator thereunderthereof, but only to the extent such Authorization has not been obtained. (b) If any an Authorization described in contemplated by Section 1.3(a) is not obtained, or if any attempt at an assignment, sublease, transfer or other conveyance thereof would be ineffective or would affect the rights of the AT&T Cumulus Parties or their Affiliates thereunder so that Acquirorthe Buyer, Tower Operator or, after the Initial Closing or any Subsequent Closing, the applicable Sale Site Subsidiary or Secondary Sale Subsidiary would not in fact receive all such rights (including all such rights under Collocation Agreements) or would affect the ability of Acquirorthe Buyer, the Tower Operator or, after the Initial Closing or any Subsequent Closing, the applicable Sale Site Subsidiary or Secondary Sale Subsidiary to obtain the benefits and rights contemplated by this Agreement and the Collateral Ancillary Agreements, the AT&T Cumulus Parties and the AT&T Newcos shall use commercially reasonable efforts to implement alternative arrangements reasonably acceptable to Acquiror the Buyer and the AT&T Cumulus Parties designed to ensure thatprovide the Buyer, Tower Operator and, after the Initial Closing or any Subsequent Closing, Acquiror, Tower Operator and the applicable Sale Site Subsidiary obtain or Secondary Sale Subsidiary with all such benefits and rights and are in the same legal and economic position as they would have been if such Authorization had been obtained. Notwithstanding anything herein to the contrary, and this Section 1.3(b) shall not apply to any Portfolio Site or Excluded Site (or any Tower Related Assets in respect of such Portfolio Site or Excluded Site) that has not been the Parties acknowledge and agree that the Management Agreement generally is such an alternative arrangement with respect to contracts or agreements applicable to subject of a Managed SiteClosing. (c) To Subject to Section 4.8(c), to the extent that, on and after the Initial Closing, Acquiror, the Tower Operator or any Sale Site Subsidiary Buyer Party has acquired or assumed in connection with the transactions contemplated by this Agreement and the Collateral Ancillary Agreements any Excluded Assets or Excluded Liabilities, the AT&T Parties and the AT&T Newcos shall, and shall cause their respective Affiliates to, take all reasonable actions reasonably necessary to, and provide all reasonable assistance requested by Acquirorreasonably requested, the Tower Operator or any Sale Site Subsidiary in order to, effectuate the assignment, transfer, conveyance or delivery of any such Excluded Assets and Excluded Liabilities back to the AT&T applicable Cumulus Parties (or Affiliate of a Cumulus Party); provided, however, that any reasonable out-of-pocket costs or expenses incurred in connection with any such actions and assistance shall be paid by the Seller. To the extent that, on or after the Initial Closing, Seller or any of its Affiliates receives any payment on account of any Included Property that was transferred to the Sale Site Subsidiary or to a Secondary Sale Subsidiary that has been acquired by Buyer attributable in accordance with GAAP to the period on and after the applicable Closing Date, Seller shall hold such funds for the benefit of the Buyer and shall promptly remit such funds to Buyer. In addition, Seller shall promptly deliver to Buyer any correspondence received by Seller or any of its Affiliates after the applicable Closing on account of the Included Property that has been transferred to the Sale Site Subsidiary or a Secondary Sale Subsidiary. (d) Following the Initial Closing Date and until the Final Closing Date, the Parties shall cooperate to bifurcate any material Master Collocation Agreement (so that one agreement pertains to the Sale Sites and another agreement pertains to the remainder of the sites covered by the Master Collocation Agreement); it being understood that (i) the foregoing shall not require any Party to agree to any conditions or pay any money to the applicable collocator in connection with such bifurcation, and (ii) the foregoing shall not apply if it would have an adverse impact on the rights of and obligations of the Cumulus Parties or AT&T Newcostheir respective Affiliates or the Buyer Parties under this Agreement, as applicableany Ancillary Agreement or such Master Collocation Agreement. Upon the bifurcation of any such Master Collocation Agreement, the Master Collocation Agreement pertaining to the Sale Sites shall be deemed to be a “Collocation Agreement” hereunder and shall be treated in the applicable manner under this Agreement.

Assignments; Transfers of Certain Assets and Liabilities. (a) Notwithstanding anything in this Agreement or any Collateral Agreement to the contrary, but without limiting any of the AT&T T-Mobile Parties’ or AT&T NewcosT-Mobile SPEs’ duties and obligations arising under this Agreement or any Collateral Agreement, neither this Agreement nor any Collateral Agreement shall constitute an assignment, sublease, transfer or other conveyance of any claim, contract, license, lease, sublease or commitment if an attempted assignment, sublease, transfer or other conveyance thereof, without the Authorization or consent of a third-party thereto, would constitute a breach or violation thereof or in any way adversely affect the rights of Acquiror Crown or Tower Operator thereunder, but only to the extent such Authorization or consent has not been obtained. (b) . If any such Authorization described in Section 1.3(a) or consent is not obtained, or if any attempt at an assignment, sublease, transfer or other conveyance thereof would be ineffective or would affect the rights of the AT&T T-Mobile Parties thereunder so that AcquirorCrown, Tower Operator or, after the Initial Closing, the applicable Sale Site Subsidiary would not in fact receive all such rights (including all such rights under Collocation Agreements) or would affect the ability of AcquirorCrown, the Tower Operator or, after the Initial Closing, the applicable Sale Site Subsidiary to obtain the benefits and rights contemplated by this Agreement and the Collateral Agreements, the AT&T T-Mobile Parties and the AT&T Newcos T-Mobile SPEs shall implement alternative arrangements reasonably acceptable to Acquiror Crown and the AT&T T-Mobile Parties designed to ensure thatthat Crown, Tower Operator and, after the Initial Closing, Acquiror, Tower Operator and the applicable Sale Site Subsidiary obtain all such benefits and rights and are in the same legal and economic position as they would have been if such Authorization or consent had been obtained, and the Parties acknowledge and agree that the Management Agreement generally is such an alternative arrangement with respect to contracts or agreements applicable to a Managed Site. (cb) To the extent that, on and after the Initial Applicable Closing, AcquirorCrown, the Tower Operator or any Sale Site Subsidiary has acquired or assumed in connection with the transactions contemplated by this Agreement and the Collateral Agreements any Excluded Assets or Excluded Liabilities, the AT&T T‑Mobile Parties and the AT&T Newcos T‑Mobile SPEs shall, and shall cause their respective Affiliates to, take all reasonable actions reasonably necessary to, and provide all reasonable assistance reasonably requested by AcquirorCrown, the Tower Operator or any Sale Site Subsidiary to, effectuate the assignment, transfer, conveyance or delivery of any such Excluded Assets and Excluded Liabilities back to the AT&T T‑Mobile Parties or AT&T NewcosT‑Mobile SPEs, as applicable.