Common use of Authority; Enforceability; No Conflicts Clause in Contracts

Authority; Enforceability; No Conflicts. (a) Each AT&T Party that is a party hereto has the requisite corporate or other power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, and each AT&T Party has or shall have the requisite corporate or other power and authority to execute and deliver each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each AT&T Party that is a party hereto of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by each AT&T Party of the Collateral Agreements to which it is a party and the consummation of the transactions contemplated thereby shall have been on or prior to the Initial Closing Date, duly authorized by all requisite corporate or other action of each AT&T Party that is a party hereto. Each AT&T Party that is a party hereto (i) has duly executed and delivered this Agreement, (ii) on the Initial Closing Date shall have duly executed and delivered each of the Collateral Agreements to which it is a party (if any) and (iii) on each Documentary Subsequent Closing Date, shall have duly executed and delivered the amended schedules and exhibits to the existing, or new, Collateral Agreements to which it is a party, as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Party party thereto, this Agreement is the legal, valid and binding obligation of each AT&T Party that is a party hereto, and on the Initial Closing Date each of the Collateral Agreements to which each AT&T Party is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms, subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (b) At the Initial Closing, each AT&T Newco and Sale Site Subsidiary shall have the limited liability company power and authority to execute and deliver the applicable Joinder Agreement and each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each AT&T Newco and Sale Site Subsidiary of the applicable Joinder Agreement and each Collateral Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby shall have been duly authorized on or prior to the Initial Closing Date by all requisite limited liability company action of each AT&T Newco and Sale Site Subsidiary. At the Initial Closing, each AT&T Newco and Sale Site Subsidiary shall have duly executed and delivered the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party (if any). Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Newco and Sale Site Subsidiary, on the Initial Closing Date, the applicable Joinder Agreement and each of the Collateral Agreements to which each AT&T Newco and Sale Site Subsidiary is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (c) The execution, delivery and performance by each AT&T Party of this Agreement and each of the Collateral Agreements to which it is a party (if any), and the consummation of the transactions contemplated hereby and thereby on their terms and conditions, do not (or would not if it were a party hereto) and shall not result in (i) a breach or violation of, or a conflict with, any provision of the certificates of incorporation or formation, bylaws, limited liability company agreements, partnership agreements or other organizational documents of each AT&T Party, as applicable, (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Party or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of an AT&T Party under, any Material Agreements (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) At the Initial Closing, the execution, delivery and performance by each AT&T Newco and Sale Site Subsidiary of the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby on their terms and conditions, shall not result in (i) a breach or violation of, or a conflict with, any provision of the AT&T Newco Certificate of Formation, the AT&T Newco LLC Agreement, the applicable Sale Site Subsidiary Certificate of Formation, the applicable Sale Site Subsidiary LLC Agreement or other organizational documents of each AT&T Newco or Sale Site Subsidiary, (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Newco, Sale Site Subsidiary or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of any AT&T Newco or Sale Site Subsidiary under any Material Agreement of any AT&T Newco or Sale Site Subsidiary (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authority; Enforceability; No Conflicts. (a) Each AT&T Party that is a party hereto has the requisite corporate or other power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, and each AT&T Party has or shall have the requisite corporate or other power and authority to execute and deliver each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each AT&T Party that is a party hereto of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by each AT&T Party of the Collateral Agreements to which it is a party and the consummation of the transactions contemplated thereby shall have been on or prior to the Initial Closing Date, duly authorized by all requisite corporate or other action of each AT&T Party that is a party hereto. Each AT&T Party that is a party hereto (i) has duly executed and delivered this Agreement, (ii) on the Initial Closing Date shall have duly executed and delivered each of the Collateral Agreements to which it is a party (if any) and (iii) on each Documentary Subsequent Closing Date, shall have duly executed and delivered the amended schedules and exhibits to the existing, or new, Collateral Agreements to which it is a party, as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Party party thereto, this Agreement is the legal, valid and binding obligation of each AT&T Party that is a party hereto, and on the Initial Closing Date each of the Collateral Agreements to which each AT&T Party is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms, subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (b) At the Initial Closing, each AT&T Newco and Sale Site Subsidiary shall have has the limited liability company power and authority to execute and deliver the applicable Joinder Agreement and each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each AT&T Newco and Sale Site Subsidiary of the applicable Joinder Agreement and each Collateral Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby shall have been duly authorized on or prior to the Initial Closing Date by all requisite limited liability company action of each AT&T Newco and Sale Site Subsidiary. At the Initial Closing, each Each AT&T Newco and Sale Site Subsidiary shall have has duly executed and delivered the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party (if any). Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Newco and Sale Site Subsidiary, on the Initial Closing Date, the applicable Joinder Agreement and each of the Collateral Agreements to which each AT&T Newco and Sale Site Subsidiary is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (cb) The execution, delivery and performance by each AT&T Party of this Agreement and each of the Collateral Agreements to which it is a party (if any), and the consummation of the transactions contemplated hereby and thereby on their terms and conditions, do not (or would not if it were a party hereto) and shall not result in (i) a breach or violation of, or a conflict with, any provision of the certificates of incorporation or formation, bylaws, limited liability company agreements, partnership agreements or other organizational documents of each AT&T Party, as applicable, (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Party or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of an AT&T Party under, any Material Agreements (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) At the Initial Closing, the execution, delivery and performance by each AT&T Newco and Sale Site Subsidiary of the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby on their terms and conditions, shall not result in (i) a breach or violation of, or a conflict with, any provision of the AT&T Newco Certificate of Formation, the AT&T Newco LLC Agreement, the applicable Sale Site Subsidiary Certificate of Formation, the applicable Sale Site Subsidiary LLC Agreement or other organizational documents of each AT&T Newco or Sale Site Subsidiary, (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Newco, Sale Site Subsidiary or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of any AT&T Newco or Sale Site Subsidiary under any Material Agreement of any AT&T Newco or Sale Site Subsidiary (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authority; Enforceability; No Conflicts. (a) Each AT&T Party that is a party hereto Crown has the requisite corporate or other power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, and each AT&T Party Crown has or shall have the requisite corporate or other power and authority to execute and deliver each Collateral Agreement to which it is a partyparty (if any), to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each AT&T Party that is a party hereto Crown of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by each AT&T Party Crown of the Collateral Agreements to which it is a party (if any) and the consummation of the transactions contemplated thereby shall have been on or prior to the Initial Closing Date, Date duly authorized by all requisite corporate or other action of each AT&T Party that is a party heretoCrown. Each AT&T Party that is a party hereto Crown (i) has duly executed and delivered this Agreement, (ii) on the Initial Closing Date shall have duly executed and delivered each of the Collateral Agreements to which it is a party (if any) ), and (iii) on each Documentary Subsequent Technical Closing Date, shall have duly executed and delivered the amended schedules and exhibits to the existing, or new, Collateral Agreements to which it is a partyparty (if any), as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Party party theretoCrown, this Agreement is the legal, valid and binding obligation of each AT&T Party that is a party heretoCrown, and on the Initial Closing Date each of the Collateral Agreements to which each AT&T Party it is a party party, if any (as amended at such time and as theretofore amended) ), shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms, subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (b) At the Initial Closing, each AT&T Newco and Sale Site Subsidiary the Tower Operator shall have the limited liability company power and authority to execute and deliver the applicable Joinder Agreement and each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each AT&T Newco and Sale Site Subsidiary the Tower Operator of the applicable Joinder Agreement and each Collateral Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby shall have been duly authorized on or prior to the Initial Closing Date by all requisite limited liability company action of each AT&T Newco and Sale Site Subsidiarythe Tower Operator. At The Tower Operator on the Initial Closing, each AT&T Newco and Sale Site Subsidiary Closing Date shall have duly executed and delivered the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party (if any)party. Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Newco and Sale Site Subsidiarythe Tower Operator, on the Initial Closing Date, Date the applicable Joinder Agreement and each of the Collateral Agreements to which each AT&T Newco and Sale Site Subsidiary the Tower Operator is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (c) At the Initial Closing, the Paying Agent shall have the limited liability company power and authority to execute and deliver each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by the Paying Agent of each Collateral Agreement to which it is a party and the consummation of the transactions contemplated thereby shall have been duly authorized on or prior to the Initial Closing Date by all requisite limited liability company action of the Paying Agent. The Paying Agent on the Initial Closing Date shall have duly executed and delivered each of the Collateral Agreements to which it is a party. Assuming the due execution and delivery of each such agreement by each party thereto other than the Paying Agent, on the Initial Closing Date each of the Collateral Agreements to which the Paying Agent is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of the Paying Agent, in each case enforceable against it in accordance with its respective terms subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (d) The execution, delivery and performance by each AT&T Party Crown of this Agreement and each of the Collateral Agreements to which it is a party (if any), and the consummation of the transactions contemplated hereby and thereby on their terms and conditionsthereby, do not (or would not if it were a party hereto) and shall not not, with or without the giving of notice or the passage of time, or both, conflict with, or result in (i) a breach or violation of, or constitute a conflict with, default under or permit the acceleration of any Liability under (i) any provision of the certificates Certificates of incorporation or formationIncorporation, bylaws, limited liability company agreements, partnership agreements Bylaws or other organizational documents of each AT&T Party, as applicable, Crown or (ii) a breach or violation of, or a conflict withexcept as set forth in Section 7.2(d)(ii) of the Crown Disclosure Letter, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Party or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of an AT&T Party under, any Material Agreements (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectApproval. (de) At the Initial Closing, the execution, delivery and performance by each AT&T Newco and Sale Site Subsidiary the Tower Operator of the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby on their terms and conditionsthereby, shall not with or without the giving of notice or the passage of time, or both, conflict with, or result in (i) a breach or violation of, or a conflict with, any provision of the AT&T Newco Certificate of Formation, the AT&T Newco LLC Agreement, the applicable Sale Site Subsidiary Certificate of Formation, the applicable Sale Site Subsidiary LLC Agreement or other organizational documents of each AT&T Newco or Sale Site Subsidiary, (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Newco, Sale Site Subsidiary or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability under (i) any provision of the certificate of formation, limited liability company agreement or other organizational documents of the Tower Operator or (ii) except as set forth in Section 7.2(e)(ii) of Crown Disclosure Letter, any provision of Law or a Governmental Approval. (f) At the Initial Closing, the execution, delivery and performance by the Paying Agent of each of the Collateral Agreements to which it is a party, and the consummation of the transactions contemplated thereby, shall not with or without the giving of notice or the passage of time, or both, conflict with, or result in a breach or violation of, or constitute a default under, or permit the creation acceleration of any Lien upon Liability under (i) any provision of the properties certificate of formation, limited liability company agreement or assets constituting Included Property other organizational documents of any AT&T Newco the Paying Agent or Sale Site Subsidiary under any Material Agreement of any AT&T Newco or Sale Site Subsidiary (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii)except as set forth in Section 7.2(f)(ii) of Crown Disclosure Letter, for any such conflict, breach, violation, default, acceleration provision of Law or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectGovernmental Approval.

Authority; Enforceability; No Conflicts. (a) Each AT&T Party that is a party hereto Acquiror has the requisite corporate or other power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, and each AT&T Party Acquiror has or shall have the requisite corporate or other power and authority to execute and deliver each Collateral Agreement to which it is a partyparty (if any), to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each AT&T Party that is a party hereto Acquiror of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by each AT&T Party Acquiror of the Collateral Agreements to which it is a party (if any) and the consummation of the transactions contemplated thereby shall have been on or prior to the Initial Closing Date, duly authorized by all requisite corporate or other action of each AT&T Party that is a party heretoAcquiror. Each AT&T Party that is a party hereto Acquiror (i) has duly executed and delivered this Agreement, (ii) on the Initial Closing Date shall have duly executed and delivered each of the Collateral Agreements to which it is a party (if any) ), and (iii) on each Documentary Subsequent Closing Date, shall have duly executed and delivered the amended schedules and exhibits to the existing, or new, Collateral Agreements to which it is a partyparty (if any), as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Party party theretoAcquiror, this Agreement is the legal, valid and binding obligation of each AT&T Party that is a party heretoAcquiror, and on the Initial Closing Date each of the Collateral Agreements to which each AT&T Party it is a party party, if any (as amended at such time and as theretofore amended) ), shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms, subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (b) At the Initial Closing, each AT&T Newco and Sale Site Subsidiary the Tower Operator shall have the limited liability company power and authority to execute and deliver the applicable Joinder Agreement and each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each AT&T Newco and Sale Site Subsidiary the Tower Operator of the applicable Joinder Agreement and each Collateral Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby shall have been duly authorized on or prior to the Initial Closing Date by all requisite limited liability company action of each AT&T Newco and Sale Site Subsidiarythe Tower Operator. At the Initial Closing, each AT&T Newco and Sale Site Subsidiary the Tower Operator shall have duly executed and delivered the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party (if any)party. Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Newco and Sale Site Subsidiarythe Tower Operator, on the Initial Closing Date, Date the applicable Joinder Agreement and each of the Collateral Agreements to which each AT&T Newco and Sale Site Subsidiary the Tower Operator is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (c) The execution, delivery and performance by each AT&T Party Acquiror of this Agreement and each of the Collateral Agreements to which it is a party (if any), and the consummation of the transactions contemplated hereby and thereby on their terms and conditions, do not (or would not if it were a party hereto) and shall not result in (i) a breach or violation of, or a conflict with, any provision of the certificates certificate of incorporation or formationincorporation, bylaws, limited liability company agreements, partnership agreements bylaws or other organizational documents of each AT&T Party, as applicable, Acquiror or (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) applicable to which such AT&T Party or the Included Property is subject Acquiror or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of an AT&T Party Acquiror under, any Material Agreements (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease)contract or agreement binding on Acquiror, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have prevent, materially delay or materially impair the ability of Acquiror to consummate the transactions contemplated by this Agreement and the Collateral Agreements to which it is a Material Adverse Effectparty (if any). (d) At the Initial Closing, the execution, delivery and performance by each AT&T Newco and Sale Site Subsidiary the Tower Operator of the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby on their terms and conditions, shall not result in (i) a breach or violation of, or a conflict with, any provision of the AT&T Newco Certificate certificate of Formationformation, the AT&T Newco LLC Agreement, the applicable Sale Site Subsidiary Certificate of Formation, the applicable Sale Site Subsidiary LLC Agreement limited liability company agreement or other organizational documents of each AT&T Newco the Tower Operator or Sale Site Subsidiary, (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) applicable to which such AT&T Newco, Sale Site Subsidiary or the Included Property is subject Tower Operator or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of the Tower Operator under, any AT&T Newco contract or Sale Site Subsidiary under any Material Agreement of any AT&T Newco or Sale Site Subsidiary (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease)agreement binding on the Tower Operator, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have prevent, materially delay or materially impair the ability of the Tower Operator to consummate the transactions contemplated by this Agreement and the Collateral Agreements to which it is a Material Adverse Effectparty.

Authority; Enforceability; No Conflicts. (a) Each AT&T Party that is a party hereto Acquiror has the requisite corporate or other power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, and each AT&T Party Acquiror has or shall have the requisite corporate or other power and authority to execute and deliver each Collateral Agreement to which it is a partyparty (if any), to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each AT&T Party that is a party hereto Acquiror of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by each AT&T Party Acquiror of the Collateral Agreements to which it is a party (if any) and the consummation of the transactions contemplated thereby shall have been on or prior to the Initial Closing Date, duly authorized by all requisite corporate or other action of each AT&T Party that is a party heretoAcquiror. Each AT&T Party that is a party hereto Acquiror (i) has duly executed and delivered this Agreement, (ii) on the Initial Closing Date shall have duly executed and delivered each of the Collateral Agreements to which it is a party (if any) ), and (iii) on each Documentary Subsequent Closing Date, shall have duly executed and delivered the amended schedules and exhibits to the existing, or new, Collateral Agreements to which it is a partyparty (if any), as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Party party theretoAcquiror, this Agreement is the legal, valid and binding obligation of each AT&T Party that is a party heretoAcquiror, and on the Initial Closing Date each of the Collateral Agreements to which each AT&T Party it is a party party, if any (as amended at such time and as theretofore amended) ), shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms, subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (b) At the Initial Closing, each AT&T Newco and Sale Site Subsidiary the Tower Operator shall have the limited liability company power and authority to execute and deliver the applicable Joinder Agreement and each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each AT&T Newco and Sale Site Subsidiary the Tower Operator of the applicable Joinder Agreement and each Collateral Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby shall have been duly authorized on or prior to the Initial Closing Date by all requisite limited liability company action of each AT&T Newco and Sale Site Subsidiarythe Tower Operator. At the Initial Closing, each AT&T Newco and Sale Site Subsidiary the Tower Operator shall have duly executed and delivered the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party (if any)party. Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Newco and Sale Site Subsidiarythe Tower Operator, on the Initial Closing Date, Date the applicable Joinder Agreement and each of the Collateral Agreements to which each AT&T Newco and Sale Site Subsidiary the Tower Operator is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (c) The execution, delivery and performance by each AT&T Party Acquiror of this Agreement and each of the Collateral Agreements to which it is a party (if any), and the consummation of the transactions contemplated hereby and thereby on their terms and conditions, do not (or would not if it were a party hereto) and shall not result in (i) a breach or violation of, or a conflict with, any provision of the certificates certificate of incorporation or formationincorporation, bylaws, limited liability company agreements, partnership agreements bylaws or other organizational documents of each AT&T Party, as applicable, Acquiror or (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) applicable to which such AT&T Party or the Included Property is subject Acquiror or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of an AT&T Party Acquiror under, any Material Agreements (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease)contract or agreement binding on Acquiror, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have prevent, materially delay or materially impair the ability of Acquiror to consummate the transactions contemplated by this Agreement and each of the Collateral Agreements to which it is a Material Adverse Effectparty (if any). (d) At the Initial Closing, the execution, delivery and performance by each AT&T Newco and Sale Site Subsidiary the Tower Operator of the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby on their terms and conditions, shall not result in (i) a breach or violation of, or a conflict with, any provision of the AT&T Newco Certificate certificate of Formationformation, the AT&T Newco LLC Agreement, the applicable Sale Site Subsidiary Certificate of Formation, the applicable Sale Site Subsidiary LLC Agreement limited liability company agreement or other organizational documents of each AT&T Newco the Tower Operator or Sale Site Subsidiary, (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) applicable to which such AT&T Newco, Sale Site Subsidiary or the Included Property is subject Tower Operator or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of the Tower Operator under, any AT&T Newco contract or Sale Site Subsidiary under any Material Agreement of any AT&T Newco or Sale Site Subsidiary (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease)agreement binding on the Tower Operator, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have prevent, materially delay or materially impair the ability of the Tower Operator to consummate the transactions contemplated by this Agreement and each of the Collateral Agreements to which it is a Material Adverse Effectparty.

Authority; Enforceability; No Conflicts. (a) Each AT&T Party that is a party hereto has the requisite corporate or other power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, and each AT&T Party has or shall have the requisite corporate or other power and authority to execute and deliver each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each AT&T Party that is a party hereto of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by each AT&T Party of the Collateral Agreements to which it is a party and the consummation of the transactions contemplated thereby shall have been on or prior to the Initial Closing Date, duly authorized by all requisite corporate or other action of each AT&T Party that is a party hereto. Each AT&T Party that is a party hereto (i) has duly executed and delivered this Agreement, (ii) on the Initial Closing Date shall have duly executed and delivered each of the Collateral Agreements to which it is a party (if any) and (iii) on each Documentary Subsequent Closing Date, shall have duly executed and delivered the amended schedules and exhibits to the existing, or new, Collateral Agreements to which it is a party, as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Party party thereto, this Agreement is the legal, valid and binding obligation of each AT&T Party that is a party hereto, and on the Initial Closing Date each of the Collateral Agreements to which each AT&T Party is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms, subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (b) At the Initial Closing, each AT&T Newco and Sale Site Subsidiary shall have has the limited liability company power and authority to execute and deliver the applicable Joinder Agreement and each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each AT&T Newco and Sale Site Subsidiary of the applicable Joinder Agreement and each Collateral Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby shall have been duly authorized on or prior to the Initial Closing Date by all requisite limited liability company action of each AT&T Newco and Sale Site Subsidiary. At the Initial Closing, each AT&T Newco and Each Sale Site Subsidiary shall have has duly executed and delivered the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party (if any). Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Newco and Sale Site Subsidiary, on the Initial Closing Date, the applicable Joinder Agreement and each of the Collateral Agreements to which each AT&T Newco and Sale Site Subsidiary is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (cb) The execution, delivery and performance by each AT&T Party of this Agreement and each of the Collateral Agreements to which it is a party (if any), and the consummation of the transactions contemplated hereby and thereby on their terms and conditions, do not (or would not if it were a party hereto) and shall not result in (i) a breach or violation of, or a conflict with, any provision of the certificates of incorporation or formation, bylaws, limited liability company agreements, partnership agreements or other organizational documents of each AT&T Party, as applicable, (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Party or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of an AT&T Party under, any Material Agreements (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) At the Initial Closing, the execution, delivery and performance by each AT&T Newco and Sale Site Subsidiary of the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby on their terms and conditions, shall not result in (i) a breach or violation of, or a conflict with, any provision of the AT&T Newco Certificate of Formation, the AT&T Newco LLC Agreement, the applicable Sale Site Subsidiary Certificate of Formation, the applicable Sale Site Subsidiary LLC Agreement or other organizational documents of each AT&T Newco or Sale Site Subsidiary, (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Newco, Sale Site Subsidiary or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of any AT&T Newco or Sale Site Subsidiary under any Material Agreement of any AT&T Newco or Sale Site Subsidiary (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authority; Enforceability; No Conflicts. (a) Each AT&T Verizon Party and each Verizon Lessor that is a party hereto has the requisite corporate or other power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, and each AT&T Verizon Party and each Verizon Lessor has or shall have the requisite corporate or other power and authority to execute and deliver each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each AT&T Verizon Party and each Verizon Lessor that is a party hereto of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by each AT&T Verizon Party and each Verizon Lessor of the Collateral Agreements to which it is a party and the consummation of the transactions contemplated thereby shall have been on or prior to the Initial Closing Date, duly authorized by all requisite corporate or other action of each AT&T Verizon Party and each Verizon Lessor that is a party hereto. Each AT&T Verizon Party and each Verizon Lessor that is a party hereto (i) has duly executed and delivered this Agreement, (ii) on the Initial Closing Date shall have duly executed and delivered each of the Collateral Agreements to which it is a party (if any) and (iii) on each Documentary Subsequent Closing Date, shall have duly executed and delivered the amended schedules and exhibits to the existing, or new, Collateral Agreements to which it is a party, as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Verizon Party party and each Verizon Lessor thereto, this Agreement is the legal, valid and binding obligation of each AT&T Verizon Party and each Verizon Lessor that is a party hereto, and on the Initial Closing Date each of the Collateral Agreements to which each AT&T Verizon Party and each Verizon Lessor is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms, subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (b) At the Initial Closing, each AT&T Newco and Sale Site Subsidiary shall have the limited liability company power and authority to execute and deliver the applicable Joinder Agreement and each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each AT&T Newco and Sale Site Subsidiary of the applicable Joinder Agreement and each Collateral Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby shall have been duly authorized on or prior to the Initial Closing Date by all requisite limited liability company action of each AT&T Newco and Sale Site Subsidiary. At the Initial Closing, each AT&T Newco and Sale Site Subsidiary shall have duly executed and delivered the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party (if any). Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Newco and Sale Site Subsidiary, on the Initial Closing Date, the applicable Joinder Agreement and each of the Collateral Agreements to which each AT&T Newco and Sale Site Subsidiary is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (c) The execution, delivery and performance by each AT&T Verizon Party and each Verizon Lessor of this Agreement and each of the Collateral Agreements to which it is a party (if any), and the consummation of the transactions contemplated hereby and thereby on their terms and conditions, do not (or would not if it were a party hereto) and shall not result in (i) a breach or violation of, or a conflict with, any provision of the certificates of incorporation or formation, bylaws, limited liability company agreements, partnership agreements or other organizational documents of each AT&T PartyVerizon Party and each Verizon Lessor, as applicable, (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Party Verizon Party, such Verizon Lessor or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien Lien, other than Permitted Liens, upon any of the properties or assets constituting Included Property of an AT&T a Verizon Party or Verizon Lessor under, any Material Agreements (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) At the Initial Closing, the execution, delivery and performance by each AT&T Newco and Sale Site Subsidiary of the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby on their terms and conditions, shall not result in (i) a breach or violation of, or a conflict with, any provision of the AT&T Newco Certificate of Formation, the AT&T Newco LLC Agreement, the applicable Sale Site Subsidiary Certificate of Formation, the applicable Sale Site Subsidiary LLC Agreement or other organizational documents of each AT&T Newco or Sale Site Subsidiary, (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Newco, Sale Site Subsidiary or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of any AT&T Newco or Sale Site Subsidiary under any Material Agreement of any AT&T Newco or Sale Site Subsidiary (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authority; Enforceability; No Conflicts. (a) Each AT&T Party that is a party hereto Crown has the requisite corporate or other power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, and each AT&T Party Crown has or shall have the requisite corporate or other power and authority to execute and deliver each Collateral Agreement to which it is a partyparty (if any), to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each AT&T Party that is a party hereto Crown of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by each AT&T Party Crown of the Collateral Agreements to which it is a party (if any) and the consummation of the transactions contemplated thereby shall have been on or prior to the Initial Closing Date, Date duly authorized by all requisite corporate or other action of each AT&T Party that is a party heretoCrown. Each AT&T Party that is a party hereto Crown (i) has duly executed and delivered this Agreement, (ii) on the Initial Closing Date shall have duly executed and delivered each of the Collateral Agreements to which it is a party (if any) ), and (iii) on each Documentary Subsequent Technical Closing Date, shall have duly executed and delivered the amended schedules and exhibits to the existing, or new, Collateral Agreements to which it is a partyparty (if any), as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Party party theretoCrown, this Agreement is the legal, valid and binding obligation of each AT&T Party that is a party heretoCrown, and on the Initial Closing Date each of the Collateral Agreements to which each AT&T Party it is a party party, if any (as amended at such time and as theretofore amended) ), shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms, subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity.. 63 (b) At the Initial Closing, each AT&T Newco and Sale Site Subsidiary the Tower Operator shall have the limited liability company power and authority to execute and deliver the applicable Joinder Agreement and each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each AT&T Newco and Sale Site Subsidiary the Tower Operator of the applicable Joinder Agreement and each Collateral Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby shall have been duly authorized on or prior to the Initial Closing Date by all requisite limited liability company action of each AT&T Newco and Sale Site Subsidiarythe Tower Operator. At The Tower Operator on the Initial Closing, each AT&T Newco and Sale Site Subsidiary Closing Date shall have duly executed and delivered the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party (if any)party. Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Newco and Sale Site Subsidiarythe Tower Operator, on the Initial Closing Date, Date the applicable Joinder Agreement and each of the Collateral Agreements to which each AT&T Newco and Sale Site Subsidiary the Tower Operator is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (c) At the Initial Closing, the Paying Agent shall have the limited liability company power and authority to execute and deliver each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by the Paying Agent of each Collateral Agreement to which it is a party and the consummation of the transactions contemplated thereby shall have been duly authorized on or prior to the Initial Closing Date by all requisite limited liability company action of the Paying Agent. The Paying Agent on the Initial Closing Date shall have duly executed and delivered each of the Collateral Agreements to which it is a party. Assuming the due execution and delivery of each such agreement by each party thereto other than the Paying Agent, on the Initial Closing Date each of the Collateral Agreements to which the Paying Agent is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of the Paying Agent, in each case enforceable against it in accordance with its respective terms subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. 64 (d) The execution, delivery and performance by each AT&T Party Crown of this Agreement and each of the Collateral Agreements to which it is a party (if any), and the consummation of the transactions contemplated hereby and thereby on their terms and conditionsthereby, do not (or would not if it were a party hereto) and shall not not, with or without the giving of notice or the passage of time, or both, conflict with, or result in (i) a breach or violation of, or constitute a conflict with, default under or permit the acceleration of any Liability under (i) any provision of the certificates Certificates of incorporation or formationIncorporation, bylaws, limited liability company agreements, partnership agreements Bylaws or other organizational documents of each AT&T Party, as applicable, Crown or (ii) a breach or violation of, or a conflict withexcept as set forth in Section 7.2(d)(ii) of the Crown Disclosure Letter, any provision of Law or a Governmental Approval Approval. (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Party or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of an AT&T Party under, any Material Agreements (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (de) At the Initial Closing, the execution, delivery and performance by each AT&T Newco and Sale Site Subsidiary the Tower Operator of the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby on their terms and conditionsthereby, shall not with or without the giving of notice or the passage of time, or both, conflict with, or result in (i) a breach or violation of, or a conflict with, any provision of the AT&T Newco Certificate of Formation, the AT&T Newco LLC Agreement, the applicable Sale Site Subsidiary Certificate of Formation, the applicable Sale Site Subsidiary LLC Agreement or other organizational documents of each AT&T Newco or Sale Site Subsidiary, (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Newco, Sale Site Subsidiary or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability under (i) any provision of the certificate of formation, limited liability company agreement or other organizational documents of the Tower Operator or (ii) except as set forth in Section 7.2(e)(ii) of Crown Disclosure Letter, any provision of Law or a Governmental Approval. (f) At the Initial Closing, the execution, delivery and performance by the Paying Agent of each of the Collateral Agreements to which it is a party, and the consummation of the transactions contemplated thereby, shall not with or without the giving of notice or the passage of time, or both, conflict with, or result in a breach or violation of, or constitute a default under, or permit the creation acceleration of any Lien upon Liability under (i) any provision of the properties certificate of formation, limited liability company agreement or assets constituting Included Property other organizational documents of any AT&T Newco the Paying Agent or Sale Site Subsidiary under any Material Agreement of any AT&T Newco or Sale Site Subsidiary (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) except as set forth in Section 7.2(f)(ii) of Crown Disclosure Letter, any provision of Law or a Governmental Approval. SECTION 7.3 Governmental Approvals, Consents, Reports, Etc. Section 7.3 of Crown Disclosure Letter contains a list of all Governmental Approvals and other filings, applications or notices required to be made, filed, given or obtained by Crown or any of its Affiliates with, to or from any Governmental Authorities or other Persons in connection with the consummation of the transactions contemplated by this Agreement, except (iii)a) the filing of any notification or report form required under the HSR Act, for (b) those that become applicable solely as a result of the specific regulatory status of the T-Mobile Parties or (c) those approvals, filings, applications and notices the failure to make, file, give or obtain of which do not adversely affect or restrict in any such conflictmaterial respect, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.adversely affect or restrict in any material respect, Crown’s ability to consummate the transactions contemplated by this Agreement. SECTION 7.4

Authority; Enforceability; No Conflicts. (a) Each AT&T Cumulus Party that is a party hereto has the requisite corporate or other limited liability company power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, and each AT&T Cumulus Party has or shall have the requisite corporate or other limited liability company power and authority to execute and deliver each Collateral Ancillary Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each AT&T Cumulus Party that is a party hereto of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by each AT&T Cumulus Party of the Collateral Ancillary Agreements to which it is a party and the consummation of the transactions contemplated thereby shall have been on or prior to the Initial applicable Closing Date, Date duly authorized by all requisite corporate or other limited liability company action of each AT&T Cumulus Party. No additional proceedings or approvals on the part of any Cumulus Party that or their respective owners are necessary to authorize the execution and delivery of this Agreement, each Ancillary Agreement to which it is a party heretoand the consummation of the transactions contemplated thereby. Each AT&T Cumulus Party that is a party hereto (i) has duly executed and delivered this Agreement, (ii) on the Initial applicable Closing Date shall have duly executed and delivered each of the Collateral Ancillary Agreements to which it is a party (if any) to be entered into on or prior to such Closing Date, and (iii) on each Documentary Subsequent Closing Date, shall have duly executed and delivered the amended schedules and exhibits to the existing, or new, Collateral Ancillary Agreements to which it is a party, as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Party party theretoCumulus Party, this Agreement is the legal, valid and binding obligation of each AT&T Party that is a party heretoCumulus Party, and on the Initial applicable Closing Date each of the Collateral Ancillary Agreements to which each AT&T Cumulus Party is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms, subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (b) At the Initial Closing, each AT&T Newco and Sale Site Subsidiary shall have the limited liability company power and authority to execute and deliver the applicable Joinder Agreement and each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each AT&T Newco and Sale Site Subsidiary of the applicable Joinder Agreement and each Collateral Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby shall have been duly authorized on or prior to the Initial Closing Date by all requisite limited liability company action of each AT&T Newco and Sale Site Subsidiary. At the Initial Closing, each AT&T Newco and Sale Site Subsidiary shall have duly executed and delivered the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party (if any). Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Newco and Sale Site Subsidiary, on the Initial Closing Date, the applicable Joinder Agreement and each of the Collateral Agreements to which each AT&T Newco and Sale Site Subsidiary is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (c) The execution, delivery and performance by each AT&T Cumulus Party of this Agreement and each of the Collateral Ancillary Agreements to which it is a party (if any), and the consummation of the transactions contemplated hereby and thereby on their terms by the Cumulus Operating Companies, and conditionsthe Cumulus Parties, including the Preliminary Transfers and the Internal Transfers, do not (or would not if it were a party hereto) and shall not result in (i) with or without the giving of notice or the passage of time, or both, conflict with, or result in a material breach or violation of, or constitute a material default under, or permit the acceleration of any material Liability, or result in the loss of any material benefit or result in the creation of any Lien upon any of the properties or assets of any Cumulus Party under any provision of the Certificates of Incorporation, Bylaws or other organizational documents of each Cumulus Party and each Cumulus Operating Company, as applicable, (ii) except as set forth in Section 5.2(b)(ii) of the Cumulus Disclosure Letter, with or without the giving of notice or the passage of time, or both, conflict with, or result in a breach or violation of, or constitute a conflict withdefault under, or permit the incurrence of or acceleration of any provision Liability, or result in the loss of any benefit or result in the creation of any Lien (other than Permitted Encumbrances) upon any of the certificates properties or assets of incorporation or formation, bylaws, limited liability company agreements, partnership agreements or other organizational documents of each AT&T Party, as applicable, any Cumulus Party under (iix) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Party or the Included Property is subject or (iiiy) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration any Material Agreement of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of an AT&T Cumulus Party under, any Material Agreements (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease)) or any other material contract or agreement of the Cumulus Parties, exceptthe Cumulus Operating Companies or any of their respective Affiliates, except in the case of clauses clause (ii) and (iii), for any above where such conflict, breach, violation, default, default or acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have an adverse effect on the Portfolio Sites taken as a Material Adverse Effectwhole, in any material respect. (dc) At the Initial Closing, the execution, delivery and performance by each AT&T Newco and Sale Site Subsidiary Section 5.2(c) of the applicable Joinder Agreement Cumulus Disclosure Letter contains a list of all Governmental Approvals and each other filings, applications or notices required to be made, filed, given or obtained by the Seller or any of the Collateral Agreements its Affiliates with, to which it is a party, and or from any Governmental Authorities or other Persons in connection with the consummation of the transactions contemplated hereby by this Agreement, including the Preliminary Transfers and thereby on their terms and conditionsthe Internal Transfers, shall not result in except (i) a breach the filing of any notification or violation of, or a conflict with, any provision of report form required under the AT&T Newco Certificate of Formation, the AT&T Newco LLC Agreement, the applicable Sale Site Subsidiary Certificate of Formation, the applicable Sale Site Subsidiary LLC Agreement or other organizational documents of each AT&T Newco or Sale Site SubsidiaryHSR Act, (ii) a breach or violation ofpursuant to any Zoning Laws, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Newco, Sale Site Subsidiary or the Included Property is subject or (iii) a breach those approvals, filings, applications and notices the failure to make, file, give or violation ofobtain of which do not adversely affect or restrict in any material respect, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of any AT&T Newco or Sale Site Subsidiary under any Material Agreement of any AT&T Newco or Sale Site Subsidiary (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effectadversely affect or restrict in any material respect, the Cumulus Parties’ ability to consummate the transactions contemplated by this Agreement.

Authority; Enforceability; No Conflicts. (a) Each AT&T T-Mobile Party that is a party hereto has the requisite corporate or other power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, and each AT&T T-Mobile Party has or shall have the requisite corporate or other power and authority to execute and deliver each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each AT&T T-Mobile Party that is a party hereto of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by each AT&T T-Mobile Party of the Collateral Agreements to which it is a party and the consummation of the transactions contemplated thereby shall have been on or prior to the Initial Closing Date, Date duly authorized by all requisite corporate or other action of each AT&T Party that is a party heretoT-Mobile Party. Each AT&T T-Mobile Party that is a party hereto (i) has duly executed and delivered this Agreement, (ii) on the Initial Closing Date shall have duly executed and delivered each of the Collateral Agreements to which it is a party (if any) ), and (iii) on each Documentary Subsequent Technical Closing Date, shall have duly executed and delivered the amended schedules and exhibits to the existing, or new, Collateral Agreements to which it is a party, as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Party party theretoT-Mobile Party, this Agreement is the legal, valid and binding obligation of each AT&T Party that is a party heretoT-Mobile Party, and on the Initial Closing Date each of the Collateral Agreements to which each AT&T T-Mobile Party is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms, subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (b) At the Initial Closing, each AT&T Newco T-Mobile SPE and Sale Site Subsidiary shall have the limited liability company power and authority to execute and deliver the applicable Joinder Agreement and each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each AT&T Newco T-Mobile SPE and Sale Site Subsidiary of the applicable Joinder Agreement and each Collateral Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby shall have been duly authorized on or prior to the Initial Closing Date by all requisite limited liability company action of each AT&T Newco T-Mobile SPE and Sale Site Subsidiary. At the Initial Closing, each AT&T Newco Each T-Mobile SPE and Sale Site Subsidiary on the Initial Closing Date shall have duly executed and delivered the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party (if any). Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Newco T-Mobile SPE and Sale Site Subsidiary, on the Initial Closing Date, the applicable Joinder Agreement and each of the Collateral Agreements to which each AT&T Newco T-Mobile SPE and Sale Site Subsidiary is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (c) The execution, delivery and performance by each AT&T T-Mobile Party of this Agreement and each of the Collateral Agreements to which it is a party (if any), and the consummation of the transactions contemplated hereby and thereby on their terms and conditionsthereby, do not (or would not if it were a party hereto) and shall not with or without the giving of notice or the passage of time, or both, conflict with, or result in (i) a breach or violation of, or constitute a conflict withdefault under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets of any T-Mobile Party under (i) any provision of the certificates Certificates of incorporation or formationIncorporation, bylaws, limited liability company agreements, partnership agreements Bylaws or other organizational documents of each AT&T T-Mobile Party, as applicable, (ii) a breach or violation of, or a conflict withexcept as set forth in Section 5.2(c)(ii) of the T-Mobile Disclosure Letter, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Party or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration any Material Agreement of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of an AT&T T-Mobile Party under, any Material Agreements (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) At the Initial Closing, the execution, delivery and performance by each AT&T Newco T-Mobile SPE and Sale Site Subsidiary of the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby on their terms and conditionsthereby, shall not with or without the giving of notice or the passage of time, or both, conflict with, or result in (i) a breach or violation of, or constitute a conflict withdefault under, or permit the acceleration of any obligation or Liability or result in the creation of any Lien upon any of the properties or assets of any T-Mobile SPE or Sale Site Subsidiary under (i) any provision of the AT&T Newco T-Mobile SPE Certificate of Formation, the AT&T Newco T-Mobile SPE LLC Agreement, the applicable Sale Site Subsidiary Certificate of Formation, the applicable Sale Site Subsidiary LLC Agreement or other organizational documents of each AT&T Newco T-Mobile SPE or Sale Site Subsidiary, (ii) a breach or violation of, or a conflict withexcept as set forth in Section 5.2(d)(ii) of the T-Mobile Disclosure Letter, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Newco, Sale Site Subsidiary or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of any AT&T Newco or Sale Site Subsidiary under any Material Agreement of any AT&T Newco T-Mobile SPE or Sale Site Subsidiary (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authority; Enforceability; No Conflicts. (a) Each AT&T Party that is a party hereto SM has the requisite corporate or other power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement Agreement, and to consummate the transactions contemplated by this Agreement, and each AT&T Party SM has or shall have the requisite corporate or other power and authority to execute and deliver each Collateral Agreement to which it is a party, to perform its obligations thereunder thereunder, and to consummate the transactions contemplated thereby. The execution and delivery by each AT&T Party that is a party hereto SM of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by each AT&T Party SM of the Collateral Agreements to which it is a party and the consummation of the transactions contemplated thereby shall have been on or prior to the Initial Closing Date, duly authorized by all requisite corporate or other action of each AT&T Party that is a party heretoSM. Each AT&T Party that is a party hereto (i) XX has duly executed and delivered this Agreement, . SM: (iii) on the Initial Closing Date shall have duly executed and delivered each of the Collateral Agreements to which it is a party (if any) ); and (iiiii) on each Documentary Subsequent Closing Date, shall have duly executed and delivered the amended schedules and exhibits to the existing, or new, Collateral Agreements to which it is a party, as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Party party theretoSM, this Agreement is the legal, valid valid, and binding obligation of each AT&T Party that is a party heretoSM, and on the Initial Closing Date each of the Collateral Agreements to which each AT&T Party SM is a party (as amended at such time and as theretofore amended) shall be the legal, valid valid, and binding obligation of such PersonSM, in each case enforceable against it in accordance with its respective terms, subject to the effect of Bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (b) At the Initial Closing, each AT&T Newco and Sale Site Subsidiary shall have the limited liability company power and authority to execute and deliver the applicable Joinder Agreement and each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each AT&T Newco and Sale Site Subsidiary of the applicable Joinder Agreement and each Collateral Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby shall have been duly authorized on or prior to the Initial Closing Date by all requisite limited liability company action of each AT&T Newco and Sale Site Subsidiary. At the Initial Closing, each AT&T Newco and Sale Site Subsidiary shall have duly executed and delivered the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party (if any). Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Newco and Sale Site Subsidiary, on the Initial Closing Date, the applicable Joinder Agreement and each of the Collateral Agreements to which each AT&T Newco and Sale Site Subsidiary is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (c) The execution, delivery delivery, and performance by each AT&T Party SM of this Agreement and by SM of each of the Collateral Agreements to which it is a party (if any), and the consummation of the transactions contemplated hereby and thereby on their terms and conditions, do not (or would not if it were a party hereto) and shall not not, with or without notice or lapse of time or both, result in in: (i) a breach or violation of, or a conflict with, any provision of the certificates articles of incorporation or formation, bylaws, limited liability company agreements, partnership agreements or other organizational documents bylaws of each AT&T Party, as applicable, SM; (ii) subject to such filings or compliance as may be required under the HSR Act, a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Party SM or the Included Property is subject subject; or (iii) subject to Section 1.3, a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien Lien, other than Permitted Liens, upon any of the properties or assets constituting Included Property of an AT&T Party SM under, any Material Agreements (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would could not, individually or in the aggregate, reasonably be expected to have a an SM Material Adverse Effect. (d) At the Initial Closing, the execution, delivery and performance by each AT&T Newco and Sale Site Subsidiary of the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby on their terms and conditions, shall not result in (i) a breach or violation of, or a conflict with, any provision of the AT&T Newco Certificate of Formation, the AT&T Newco LLC Agreement, the applicable Sale Site Subsidiary Certificate of Formation, the applicable Sale Site Subsidiary LLC Agreement or other organizational documents of each AT&T Newco or Sale Site Subsidiary, (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Newco, Sale Site Subsidiary or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of any AT&T Newco or Sale Site Subsidiary under any Material Agreement of any AT&T Newco or Sale Site Subsidiary (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authority; Enforceability; No Conflicts. (a) Each AT&T Party that is a party hereto has the requisite corporate or other power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, and each AT&T Party has or shall have the requisite corporate or other power and authority to execute and deliver each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each AT&T Party that is a party hereto of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by each AT&T Party of the Collateral Agreements to which it is a party and the consummation of the transactions contemplated thereby shall have been on or prior to the Initial Closing Date, duly authorized by all requisite corporate or other action of each AT&T Party that is a party hereto. Each AT&T Party that is a party hereto (i) has duly executed and delivered this Agreement, (ii) on the Initial Closing Date shall have duly executed and delivered each of the Collateral Agreements to which it is a party (if any) and (iii) on each Documentary Subsequent Closing Date, shall have duly executed and delivered the amended schedules and exhibits to the existing, or new, Collateral Agreements to which it is a party, as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Party party thereto, this Agreement is the legal, valid and binding obligation of each AT&T Party that is a party hereto, and on the Initial Closing Date each of the Collateral Agreements to which each AT&T Party is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms, subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (b) At the Initial Closing, each AT&T Newco T‑Mobile SPE and Sale Site Subsidiary shall have has the limited liability company power and authority to execute and deliver the applicable Joinder Agreement and each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each AT&T Newco T‑Mobile SPE and Sale Site Subsidiary of the applicable Joinder Agreement and each Collateral Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby shall have been duly authorized on or prior to the Initial Closing Date by all requisite limited liability company action of each AT&T Newco T‑Mobile SPE and Sale Site Subsidiary. At the Initial Closing, each AT&T Newco Each T‑Mobile SPE and Sale Site Subsidiary shall have has duly executed and delivered the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party (if any). Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Newco T‑Mobile SPE and Sale Site Subsidiary, on the Initial Closing Date, the applicable Joinder Agreement and each of the Collateral Agreements to which each AT&T Newco T‑Mobile SPE and Sale Site Subsidiary is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (cb) The execution, delivery and performance by each AT&T Party of this Agreement and each of the Collateral Agreements to which it is a party (if any), and the consummation of the transactions contemplated hereby and thereby on their terms and conditions, do not (or would not if it were a party hereto) and shall not result in (i) a breach or violation of, or a conflict with, any provision of the certificates of incorporation or formation, bylaws, limited liability company agreements, partnership agreements or other organizational documents of each AT&T Party, as applicable, (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Party or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of an AT&T Party under, any Material Agreements (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) At the Initial Closing, the execution, delivery and performance by each AT&T Newco T‑Mobile SPE and Sale Site Subsidiary of the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby on their terms and conditionsthereby, shall do not with or without the giving of notice or the passage of time, or both, conflict with, or result in (i) a breach or violation of, or a conflict with, any provision of the AT&T Newco Certificate of Formation, the AT&T Newco LLC Agreement, the applicable Sale Site Subsidiary Certificate of Formation, the applicable Sale Site Subsidiary LLC Agreement or other organizational documents of each AT&T Newco or Sale Site Subsidiary, (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Newco, Sale Site Subsidiary or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of any AT&T Newco T‑Mobile SPE under (i) any provision of the T‑Mobile SPE Certificate of Formation, the T‑Mobile SPE LLC Agreement, Sale Site Subsidiary Certificate of Formation, Sale Site Subsidiary LLC Agreement or other organizational documents of each T‑Mobile SPE or Sale Site Subsidiary, (ii) except as set forth in Section 5.2(d)(ii) of the T-Mobile Disclosure Letter, any provision of Law or a Governmental Approval or (iii) any Material Agreement to which any T‑Mobile SPE or Sale Site Subsidiary under any Material Agreement of any AT&T Newco or Sale Site Subsidiary (including any Material Agreement with is a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectparty.

Authority; Enforceability; No Conflicts. (a) Each AT&T T-Mobile Party that is a party hereto has the requisite corporate or other power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, and each AT&T T-Mobile Party has or shall have the requisite corporate or other power and authority to execute and deliver each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each AT&T T-Mobile Party that is a party hereto of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by each AT&T T-Mobile Party of the Collateral Agreements to which it is a party and the consummation of the transactions contemplated thereby shall have been on or prior to the Initial Closing Date, Date duly authorized by all requisite corporate or other action of each AT&T Party that is a party heretoT-Mobile Party. Each AT&T T-Mobile Party that is a party hereto (i) has duly executed and delivered this Agreement, (ii) on the Initial Closing Date shall have duly executed and delivered each of the Collateral Agreements to which it is a party (if any) ), and (iii) on each Documentary Subsequent Technical Closing Date, shall have duly executed and delivered the amended schedules and exhibits to the existing, or new, Collateral Agreements to which it is a party, as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Party party theretoT-Mobile Party, this Agreement is the legal, valid and binding obligation of each AT&T Party that is a party heretoT-Mobile Party, and on the Initial Closing Date each of the Collateral Agreements to which each AT&T T-Mobile Party is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms, subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (b) At the Initial Closing, each AT&T Newco T-Mobile SPE and Sale Site Subsidiary shall have the limited liability company power and authority to execute and deliver the applicable Joinder Agreement and each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each AT&T Newco T-Mobile SPE and Sale Site Subsidiary of the applicable Joinder Agreement and each Collateral Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby shall have been duly authorized on or prior to the Initial Closing Date by all requisite limited liability company action of each AT&T Newco and Sale Site Subsidiary. At the Initial Closing, each AT&T Newco and Sale Site Subsidiary shall have duly executed and delivered the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party (if any). Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Newco and Sale Site Subsidiary, on the Initial Closing Date, the applicable Joinder Agreement and each of the Collateral Agreements to which each AT&T Newco and Sale Site Subsidiary is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (c) The execution, delivery and performance by each AT&T Party of this Agreement and each of the Collateral Agreements to which it is a party (if any), and the consummation of the transactions contemplated hereby and thereby on their terms and conditions, do not (or would not if it were a party hereto) and shall not result in (i) a breach or violation of, or a conflict with, any provision of the certificates of incorporation or formation, bylaws, limited liability company agreements, partnership agreements or other organizational documents of each AT&T Party, as applicable, (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Party or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of an AT&T Party under, any Material Agreements (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) At the Initial Closing, the execution, delivery and performance by each AT&T Newco and Sale Site Subsidiary of the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby on their terms and conditions, shall not result in (i) a breach or violation of, or a conflict with, any provision of the AT&T Newco Certificate of Formation, the AT&T Newco LLC Agreement, the applicable Sale Site Subsidiary Certificate of Formation, the applicable Sale Site Subsidiary LLC Agreement or other organizational documents of each AT&T Newco or Sale Site Subsidiary, (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Newco, Sale Site Subsidiary or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of any AT&T Newco or Sale Site Subsidiary under any Material Agreement of any AT&T Newco or Sale Site Subsidiary (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.T-

Authority; Enforceability; No Conflicts. (a) Each AT&T T‑Mobile Party that is a party hereto has the requisite corporate or other power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, and each AT&T T‑Mobile Party has or shall have the requisite corporate or other power and authority to execute and deliver each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each AT&T T‑Mobile Party that is a party hereto of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by each AT&T T‑Mobile Party of the Collateral Agreements to which it is a party and the consummation of the transactions contemplated thereby shall have been on or prior to the Initial Closing Date, Date duly authorized by all requisite corporate or other action of each AT&T Party that is a party heretoT‑Mobile Party. Each AT&T T‑Mobile Party that is a party hereto (i) has duly executed and delivered this Agreement, (ii) on the Initial Closing Date shall have duly executed and delivered each of the Collateral Agreements to which it is a party (if any) ), and (iii) on each Documentary Subsequent Technical Closing Date, shall have duly executed and delivered the amended schedules and exhibits to the existing, or new, Collateral Agreements to which it is a party, as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Party party theretoT‑Mobile Party, this Agreement is the legal, valid and binding obligation of each AT&T Party that is a party heretoT‑Mobile Party, and on the Initial Closing Date each of the Collateral Agreements to which each AT&T T‑Mobile Party is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms, subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (b) At the Initial Closing, each AT&T Newco T‑Mobile SPE and Sale Site Subsidiary shall have the limited liability company power and authority to execute and deliver the applicable Joinder Agreement and each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each AT&T Newco T‑Mobile SPE and Sale Site Subsidiary of the applicable Joinder Agreement and each Collateral Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby shall have been duly authorized on or prior to the Initial Closing Date by all requisite limited liability company action of each AT&T Newco and Sale Site Subsidiary. At the Initial Closing, each AT&T Newco and Sale Site Subsidiary shall have duly executed and delivered the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party (if any). Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Newco and Sale Site Subsidiary, on the Initial Closing Date, the applicable Joinder Agreement and each of the Collateral Agreements to which each AT&T Newco and Sale Site Subsidiary is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (c) The execution, delivery and performance by each AT&T Party of this Agreement and each of the Collateral Agreements to which it is a party (if any), and the consummation of the transactions contemplated hereby and thereby on their terms and conditions, do not (or would not if it were a party hereto) and shall not result in (i) a breach or violation of, or a conflict with, any provision of the certificates of incorporation or formation, bylaws, limited liability company agreements, partnership agreements or other organizational documents of each AT&T Party, as applicable, (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Party or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of an AT&T Party under, any Material Agreements (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) At the Initial Closing, the execution, delivery and performance by each AT&T Newco and Sale Site Subsidiary of the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby on their terms and conditions, shall not result in (i) a breach or violation of, or a conflict with, any provision of the AT&T Newco Certificate of Formation, the AT&T Newco LLC Agreement, the applicable Sale Site Subsidiary Certificate of Formation, the applicable Sale Site Subsidiary LLC Agreement or other organizational documents of each AT&T Newco or Sale Site Subsidiary, (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Newco, Sale Site Subsidiary or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of any AT&T Newco or Sale Site Subsidiary under any Material Agreement of any AT&T Newco or Sale Site Subsidiary (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.T‑Mobile

Authority; Enforceability; No Conflicts. (a) Each AT&T Party that is a party hereto has the requisite corporate or other power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, and each AT&T Party has or shall have the requisite corporate or other power and authority to execute and deliver each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each AT&T Party that is a party hereto of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by each AT&T Party of the Collateral Agreements to which it is a party and the consummation of the transactions contemplated thereby shall have been on or prior to the Initial Closing Date, duly authorized by all requisite corporate or other action of each AT&T Party that is a party hereto. Each AT&T Party that is a party hereto (i) has duly executed and delivered this Agreement, (ii) on the Initial Closing Date shall have duly executed and delivered each of the Collateral Agreements to which it is a party (if any) and (iii) on each Documentary Subsequent Closing Date, shall have duly executed and delivered the amended schedules and exhibits to the existing, or new, Collateral Agreements to which it is a party, as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Party party thereto, this Agreement is the legal, valid and binding obligation of each AT&T Party that is a party hereto, and on the Initial Closing Date each of the Collateral Agreements to which each AT&T Party is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms, subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (b) At the Initial Closing, each AT&T Newco T-Mobile SPE and Sale Site Subsidiary shall have has the limited liability company power and authority to execute and deliver the applicable Joinder Agreement and each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each AT&T Newco T-Mobile SPE and Sale Site Subsidiary of the applicable Joinder Agreement and each Collateral Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby shall have been duly authorized on or prior to the Initial Closing Date by all requisite limited liability company action of each AT&T Newco T-Mobile SPE and Sale Site Subsidiary. At the Initial Closing, each AT&T Newco Each T-Mobile SPE and Sale Site Subsidiary shall have has duly executed and delivered the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party (if any). Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Newco T-Mobile SPE and Sale Site Subsidiary, on the Initial Closing Date, the applicable Joinder Agreement and each of the Collateral Agreements to which each AT&T Newco T-Mobile SPE and Sale Site Subsidiary is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (cb) The execution, delivery and performance by each AT&T Party of this Agreement and each of the Collateral Agreements to which it is a party (if any), and the consummation of the transactions contemplated hereby and thereby on their terms and conditions, do not (or would not if it were a party hereto) and shall not result in (i) a breach or violation of, or a conflict with, any provision of the certificates of incorporation or formation, bylaws, limited liability company agreements, partnership agreements or other organizational documents of each AT&T Party, as applicable, (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Party or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of an AT&T Party under, any Material Agreements (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) At the Initial Closing, the execution, delivery and performance by each AT&T Newco T-Mobile SPE and Sale Site Subsidiary of the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby on their terms and conditionsthereby, shall do not with or without the giving of notice or the passage of time, or both, conflict with, or result in (i) a breach or violation of, or a conflict with, any provision of the AT&T Newco Certificate of Formation, the AT&T Newco LLC Agreement, the applicable Sale Site Subsidiary Certificate of Formation, the applicable Sale Site Subsidiary LLC Agreement or other organizational documents of each AT&T Newco or Sale Site Subsidiary, (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Newco, Sale Site Subsidiary or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of any AT&T Newco T-Mobile SPE under (i) any provision of the T-Mobile SPE Certificate of Formation, the T-Mobile SPE LLC Agreement, Sale Site Subsidiary Certificate of Formation, Sale Site Subsidiary LLC Agreement or other organizational documents of each T-Mobile SPE or Sale Site Subsidiary, (ii) except as set forth in Section 5.2(d)(ii) of the T-Mobile Disclosure Letter, any provision of Law or a Governmental Approval or (iii) any Material Agreement to which any T-Mobile SPE or Sale Site Subsidiary under any Material Agreement of any AT&T Newco or Sale Site Subsidiary (including any Material Agreement with is a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectparty.

Authority; Enforceability; No Conflicts. (a) Each AT&T Party that is a party hereto Buyer has the requisite corporate or other limited liability company power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement Agreement, and to consummate the transactions contemplated by this Agreement, and each AT&T Party Xxxxx has or shall have the requisite corporate or other power and authority to execute and deliver each Collateral Agreement to which it is a partyparty (if any), to perform its obligations thereunder thereunder, and to consummate the transactions contemplated thereby. The execution and delivery by each AT&T Party that is a party hereto Buyer of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by each AT&T Party Buyer of the Collateral Agreements to which it is a party (if any), and the consummation of the transactions contemplated thereby shall have been on or prior to the Initial Closing Date, duly authorized by all requisite corporate or other action of each AT&T Party that is a party heretoBuyer. Each AT&T Party that is a party hereto Buyer: (i) has duly executed and delivered this Agreement, ; (ii) on the Initial Closing Date shall have duly executed and delivered each of the Collateral Agreements to which it is a party (if any) ); and (iii) on each Documentary Subsequent Closing Date, shall have duly executed and delivered the amended schedules and exhibits to the existing, or new, Collateral Agreements to which it is a partyparty (if any), as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Party party theretoBuyer, this Agreement is the legal, valid valid, and binding obligation of each AT&T Party that is a party heretoBuyer, and on the Initial Closing Date each of the Collateral Agreements to which each AT&T Party Buyer is a party party, if any (as amended at such time and as theretofore amended) ), shall be the legal, valid valid, and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms, subject to the effect of Bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (b) At the Initial Closing, each AT&T Newco and Sale Site Subsidiary shall have the limited liability company power and authority to execute and deliver the applicable Joinder Agreement and each Collateral Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each AT&T Newco and Sale Site Subsidiary of the applicable Joinder Agreement and each Collateral Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby shall have been duly authorized on or prior to the Initial Closing Date by all requisite limited liability company action of each AT&T Newco and Sale Site Subsidiary. At the Initial Closing, each AT&T Newco and Sale Site Subsidiary shall have duly executed and delivered the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party (if any). Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Newco and Sale Site Subsidiary, on the Initial Closing Date, the applicable Joinder Agreement and each of the Collateral Agreements to which each AT&T Newco and Sale Site Subsidiary is a party (as amended at such time and as theretofore amended) shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (c) The execution, delivery delivery, and performance by each AT&T Party Buyer of this Agreement and each of the Collateral Agreements to which it is a party (if any), and the consummation of the transactions contemplated hereby and thereby on their terms and conditions, do not (or would not if it were a party hereto) and shall not not, with or without notice or lapse of time or both, result in in: (i) a breach or violation of, or a conflict with, any provision of the certificates articles or certificate of incorporation or formation, bylaws, limited liability company agreementsagreement, partnership agreements or other organizational documents of each AT&T Party, as applicable, Buyer; or (ii) subject to such filings or compliance as may be required under the HSR Act, a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) applicable to which such AT&T Party or the Included Property is subject Buyer; or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of an AT&T Party Buyer under, any Material Agreements (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease)contract or agreement binding on Buyer, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) At prevent, materially delay, or materially impair the Initial Closing, ability of Buyer to consummate the execution, delivery and performance transactions contemplated by each AT&T Newco and Sale Site Subsidiary of the applicable Joinder this Agreement and each of the Collateral Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby on their terms and conditions, shall not result in party (i) a breach or violation of, or a conflict with, any provision of the AT&T Newco Certificate of Formation, the AT&T Newco LLC Agreement, the applicable Sale Site Subsidiary Certificate of Formation, the applicable Sale Site Subsidiary LLC Agreement or other organizational documents of each AT&T Newco or Sale Site Subsidiary, (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Newco, Sale Site Subsidiary or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of any AT&T Newco or Sale Site Subsidiary under any Material Agreement of any AT&T Newco or Sale Site Subsidiary (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Leaseif any), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authority; Enforceability; No Conflicts. (a) Each AT&T Party that is a party hereto The Buyer has the requisite corporate or other limited liability company power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, and each AT&T Party the Buyer has or shall have the requisite corporate limited liability company or other power and authority to execute and deliver each Collateral Ancillary Agreement to which it is a partyparty (if any), to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each AT&T Party that is a party hereto the Buyer of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by each AT&T Party the Buyer of the Collateral Ancillary Agreements to which it is a party (if any) and the consummation of the transactions contemplated thereby shall have been on or prior to the Initial Closing Date, Date duly authorized by all requisite corporate limited liability company or other action of each AT&T Party that is a party heretothe Buyer. Each AT&T Party that is a party hereto The Buyer (i) has duly executed and delivered this Agreement, (ii) on the Initial Closing Date shall have duly executed and delivered each of the Collateral Ancillary Agreements to which it is a party (if any) ), and (iii) on each Documentary Subsequent Closing Date, shall have duly executed and delivered the amended schedules and exhibits to the existing, or new, Collateral Ancillary Agreements to which it is a partyparty (if any), as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Party party theretothe Buyer, this Agreement is the legal, valid and binding obligation of each AT&T Party that is a party heretothe Buyer, and on the Initial Closing Date each of the Collateral Ancillary Agreements to which each AT&T Party it is a party party, if any (as amended at such time and as theretofore amended) ), shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms, subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (b) At the Initial Closing, each AT&T Newco and Sale Site Subsidiary shall have The Tower Operator has the limited liability company power and authority to execute and deliver the applicable Joinder Agreement and each Collateral Ancillary Agreement to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each AT&T Newco and Sale Site Subsidiary the Tower Operator of the applicable Joinder this Agreement and each Collateral Ancillary Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby shall have been are duly authorized on or prior to the Initial Closing Date by all requisite limited liability company action of each AT&T Newco and Sale Site Subsidiary. At the Initial Closing, each AT&T Newco and Sale Site Subsidiary shall have duly executed and delivered the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party (if any)Tower Operator. Assuming the due execution and delivery of each such agreement by each party thereto other than each AT&T Newco the Tower Operator, this Agreement is the legal, valid and Sale Site Subsidiarybinding obligation of the Tower Operator, and on the Initial applicable Closing Date, the applicable Joinder Agreement and Date each of the Collateral Ancillary Agreements to which each AT&T Newco and Sale Site Subsidiary it is a party party, if any (as amended at such time and as theretofore amended) ), shall be the legal, valid and binding obligation of such Person, in each case enforceable against it in accordance with its respective terms terms, subject to the effect of Bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity. (c) The execution, delivery and performance by each AT&T Party the Buyer and the Tower Operator of this Agreement and each of the Collateral Ancillary Agreements to which it is a party (if any), and the consummation of the transactions contemplated hereby and thereby on their terms and conditionsthereby, do not (or would not if it were a party hereto) and shall not not, with or without the giving of notice or the passage of time, or both, conflict with, or result in (i) a breach or violation of, or constitute a conflict with, default under or permit the acceleration of any Liability under (i) any provision of the certificates Certificates of incorporation or formationIncorporation, bylaws, limited liability company agreements, partnership agreements Bylaws or other organizational documents of each AT&T Party, as applicable, the Buyer or (ii) a breach or violation of, or a conflict withexcept as set forth in Section 6.2(c)(ii) of the Buyer Disclosure Letter, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Party or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of an AT&T Party under, any Material Agreements (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectApproval. (d) At the Initial Closing, the execution, delivery and performance by each AT&T Newco and Sale Site Subsidiary of the applicable Joinder Agreement and each of the Collateral Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby on their terms and conditions, shall not result in (i) a breach or violation of, or a conflict with, any provision of the AT&T Newco Certificate of Formation, the AT&T Newco LLC Agreement, the applicable Sale Site Subsidiary Certificate of Formation, the applicable Sale Site Subsidiary LLC Agreement or other organizational documents of each AT&T Newco or Sale Site Subsidiary, (ii) a breach or violation of, or a conflict with, any provision of Law or a Governmental Approval (excluding any Governmental Approval from a Governmental Authority in its role as a Ground Lessor under a Ground Lease) to which such AT&T Newco, Sale Site Subsidiary or the Included Property is subject or (iii) a breach or violation of, or a conflict with, or constitute a default under, or permit the acceleration of any Liability or result in the creation of any Lien upon any of the properties or assets constituting Included Property of any AT&T Newco or Sale Site Subsidiary under any Material Agreement of any AT&T Newco or Sale Site Subsidiary (including any Material Agreement with a Governmental Authority in its role as a Ground Lessor under a Ground Lease), except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.