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

Authority; Enforceability; No Conflicts. (a) Acquiror has the requisite corporate 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 Acquiror has the requisite corporate power and authority to execute and deliver each Collateral Agreement to which it is a party (if any), to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Acquiror of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by Acquiror of the Collateral Agreements to which it is a party (if any) and the consummation of the transactions contemplated thereby have been duly authorized by all requisite corporate action of Acquiror. 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 party (if any), as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than Acquiror, this Agreement is the legal, valid and binding obligation of Acquiror, and on the Initial Closing Date each of the Collateral Agreements to which it is a 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.

Authority; Enforceability; No Conflicts. (a) Acquiror 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 Acquiror 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 (if any)party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Acquiror 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 Acquiror each AT&T Party 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 Acquiroreach AT&T Party that is a party hereto. Acquiror 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 (if any)party, as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than Acquiroreach AT&T Party party thereto, this Agreement is the legal, valid and binding obligation of Acquiroreach AT&T Party that is a party hereto, and on the Initial Closing Date each of the Collateral Agreements to which it each AT&T Party is a party, if any 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.

Authority; Enforceability; No Conflicts. (a) Acquiror Crown has the requisite corporate 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 Acquiror 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 party (if any), to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Acquiror Crown of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by Acquiror 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 duly authorized by all requisite corporate or other action of AcquirorCrown. Acquiror 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 party (if any), as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than AcquirorCrown, this Agreement is the legal, valid and binding obligation of AcquirorCrown, and on the Initial Closing Date each of the Collateral Agreements to which it is a 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.

Authority; Enforceability; No Conflicts. (a) Acquiror Each 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 Acquiror each 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 (if any)party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Acquiror each 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 Acquiror each Verizon Party and each Verizon Lessor 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 Acquiroreach Verizon Party and each Verizon Lessor that is a party hereto. Acquiror Each 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 (if any)party, as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than Acquiroreach Verizon Party and each Verizon Lessor thereto, this Agreement is the legal, valid and binding obligation of Acquiroreach Verizon Party and each Verizon Lessor that is a party hereto, and on the Initial Closing Date each of the Collateral Agreements to which it each Verizon Party and each Verizon Lessor is a party, if any 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.

Authority; Enforceability; No Conflicts. (a) Acquiror Crown has the requisite corporate 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 Acquiror 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 party (if any), to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Acquiror Crown of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by Acquiror 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 duly authorized by all requisite corporate or other action of AcquirorCrown. Acquiror 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 party (if any), as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than AcquirorCrown, this Agreement is the legal, valid and binding obligation of AcquirorCrown, and on the Initial Closing Date each of the Collateral Agreements to which it is a 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, 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 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 the Tower Operator. The Tower Operator 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. Assuming the due execution and delivery of each such agreement by each party thereto other than the Tower Operator, on the Initial Closing Date the applicable Joinder Agreement and each of the Collateral Agreements to which 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 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, do not and 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 acceleration of any Liability under (i) any provision of the Certificates of Incorporation, Bylaws or other organizational documents of Crown or (ii) except as set forth in Section 7.2(d)(ii) of the Crown Disclosure Letter, any provision of Law or a Governmental Approval. (e) At the Initial Closing, the execution, delivery and performance by 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, 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 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 acceleration of any Liability under (i) any provision of the certificate of formation, limited liability company agreement or other organizational documents of the Paying Agent or (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 (a) the filing of any notification or report form required under the HSR Act, (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 material respect, or would not reasonably be expected to 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) Acquiror Each Cumulus Party has the requisite corporate or 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 Acquiror each Cumulus Party has or shall have the requisite corporate or limited liability company power and authority to execute and deliver each Collateral Ancillary Agreement to which it is a party (if any)party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Acquiror each Cumulus Party of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by Acquiror each Cumulus Party 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 applicable Closing Date duly authorized by all requisite corporate or limited liability company action of Acquiroreach Cumulus Party. Acquiror No additional proceedings or approvals on the part of any Cumulus Party or their respective owners are necessary to authorize the execution and delivery of this Agreement, each Ancillary Agreement to which it is a party and the consummation of the transactions contemplated thereby. Each Cumulus Party (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 (if any)party, as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than Acquiroreach Cumulus Party, this Agreement is the legal, valid and binding obligation of Acquiroreach Cumulus Party, and on the Initial applicable Closing Date each of the Collateral Ancillary Agreements to which it each Cumulus Party is a party, if any 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.

Authority; Enforceability; No Conflicts. (a) Acquiror Buyer has the requisite corporate 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 Acquiror Xxxxx has the requisite corporate power and authority to execute and deliver each Collateral Agreement to which it is a party (if any), to perform its obligations thereunder thereunder, and to consummate the transactions contemplated thereby. The execution and delivery by Acquiror Buyer of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by Acquiror Buyer of the Collateral Agreements to which it is a party (if any) ), and the consummation of the transactions contemplated thereby have been duly authorized by all requisite corporate action of AcquirorBuyer. Acquiror 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 party (if any), as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than AcquirorBuyer, this Agreement is the legal, valid valid, and binding obligation of AcquirorBuyer, and on the Initial Closing Date each of the Collateral Agreements to which it Buyer is a 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.

Authority; Enforceability; No Conflicts. (a) Acquiror Each T-Mobile Party has the requisite corporate 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 Acquiror each 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 (if any)party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Acquiror each T-Mobile Party of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by Acquiror each T-Mobile Party 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 Acquiroreach T-Mobile Party. Acquiror Each T-Mobile Party (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 (if any)party, as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than Acquiroreach T-Mobile Party, this Agreement is the legal, valid and binding obligation of Acquiroreach T-Mobile Party, and on the Initial Closing Date each of the Collateral Agreements to which it each T-Mobile Party is a party, if any 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 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 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 T-

Authority; Enforceability; No Conflicts. (a) Acquiror SM has the requisite corporate 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 Acquiror SM has the requisite corporate power and authority to execute and deliver each Collateral Agreement to which it is a party (if any)party, to perform its obligations thereunder thereunder, and to consummate the transactions contemplated thereby. The execution and delivery by Acquiror SM of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by Acquiror SM 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 action of AcquirorSM. Acquiror (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 (if any)party, as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than AcquirorSM, this Agreement is the legal, valid valid, and binding obligation of AcquirorSM, and on the Initial Closing Date each of the Collateral Agreements to which it SM is a party, if any 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.

Authority; Enforceability; No Conflicts. (a) Acquiror The Buyer has the requisite corporate 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 Acquiror 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 party (if any), to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Acquiror the Buyer of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by Acquiror 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 duly authorized by all requisite corporate limited liability company or other action of Acquirorthe Buyer. Acquiror 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 party (if any), as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than Acquirorthe Buyer, this Agreement is the legal, valid and binding obligation of Acquirorthe Buyer, and on the Initial Closing Date each of the Collateral Ancillary Agreements to which it is a 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.

Authority; Enforceability; No Conflicts. (a) Acquiror Each T‑Mobile Party has the requisite corporate 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 Acquiror each 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 (if any)party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Acquiror each T‑Mobile Party of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by Acquiror each T‑Mobile Party 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 Acquiroreach T‑Mobile Party. Acquiror Each T‑Mobile Party (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 (if any)party, as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than Acquiroreach T‑Mobile Party, this Agreement is the legal, valid and binding obligation of Acquiroreach T‑Mobile Party, and on the Initial Closing Date each of the Collateral Agreements to which it each T‑Mobile Party is a party, if any 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.

Authority; Enforceability; No Conflicts. (a) Acquiror Each T-Mobile Party has the requisite corporate 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 Acquiror each 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 (if any)party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Acquiror each T-Mobile Party of this Agreement and the consummation of the transactions contemplated by this Agreement have been, and the execution and delivery by Acquiror each T-Mobile Party 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 Acquiroreach T-Mobile Party. Acquiror Each T-Mobile Party (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 (if any)party, as the case may be. Assuming the due execution and delivery of each such agreement by each party thereto other than Acquiroreach T-Mobile Party, this Agreement is the legal, valid and binding obligation of Acquiroreach T-Mobile Party, and on the Initial Closing Date each of the Collateral Agreements to which it each T-Mobile Party is a party, if any 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.