Common use of Investigation of Sites; Access to Properties and Records Clause in Contracts

Investigation of Sites; Access to Properties and Records. (a) Prior to the Initial Closing, but subject to (i) contractual and legal restrictions applicable to the AT&T Parties and (ii) applicable Law (including Laws relating to the exchange of information), AT&T and the AT&T Contributors shall, upon reasonable advance notice from Acquiror to AT&T, make their personnel reasonably available to Representatives of Acquiror and afford to such Representatives reasonable access during normal business hours to the Sites and their properties and Books and Records that, to the Knowledge of the AT&T Parties, are available or reasonably can be made available (it being understood that the foregoing shall in no event require AT&T or its Affiliates to create any Books and Records). In no event shall Acquiror take or permit any action in its investigation of any Site, including the accessing of Books and Records, which impairs or otherwise interferes with the use of any Site or operations being conducted at a Site. All requests for access shall be made to a representative of the AT&T Contributors as designated by the AT&T Contributors from time to time, who shall be responsible for coordinating all such requests and all access permitted under this Agreement and who may arrange for personnel to accompany Acquiror on any actual inspections. Acquiror shall indemnify the AT&T Contributors and their respective Affiliates for any claims, losses or causes of action as a result of physical or tangible damages caused by any action by Acquiror and its Representatives in connection with such access or Acquiror’s and its Representatives’ other due diligence activities occurring prior to the Initial Closing Date; provided, however, that Acquiror shall not indemnify the AT&T Contributors or their respective Affiliates for any claim, loss or cause of action caused by (A) the gross negligence or willful misconduct of any AT&T Contributor or such Affiliate or (B) any physical condition existing on any Site prior to Acquiror’s or its Representative’s entry thereon (except for any incremental damage or exacerbation of any existing condition caused by Acquiror or its Representatives with respect to any such physical condition). Prior to conducting any physical inspection at any Sites, Acquiror shall obtain, and during the period of such inspection shall maintain, at its expense, commercial general liability insurance, on an “occurrence” basis, including a contractual liability endorsement, and personal injury liability coverage, with AT&T Contributors and their respective Affiliates as additional insureds, from an insurer reasonably acceptable to AT&T Contributors, which insurance policies must have limits of not less than $1,000,000 (combined single limit) for each occurrence for bodily injury, death and property damage. Prior to making any entry upon any Site, Acquiror shall furnish to AT&T Contributors certificates of insurance evidencing the foregoing coverages. (b) Without limiting the generality of Section 9.1(a), the AT&T Parties shall use commercially reasonable efforts to cooperate with Acquiror and use commercially reasonable efforts to provide to Acquiror and its Affiliates, from time to time, upon reasonable advance notice from Acquiror, (i) reasonable access to relevant financial and other information pertaining to the Sites prior to the Initial Closing Date, which information is in any AT&T Party’s possession and reasonably necessary, in the reasonable opinion of Acquiror or its Affiliates’ outside, third party accountants (“Accountants”), to prepare financial statements required in order for Acquiror to comply with (A) the requirements of Rule 3-14 of SEC Regulation S-X promulgated under the Securities Act (or, after the Initial Closing Date, if required by the SEC, (x) Rule 3-05 of SEC Regulation S-X promulgated under the Securities Act and (y) any other applicable rule issued by the SEC and applicable to Acquiror or its Affiliates), and (B) any registration statement, report or disclosure statement filed with the SEC by or on behalf of Acquiror or its applicable Subsidiaries, and (ii) if required by the Accountants (or the accountants of the AT&T Parties) in order to render any opinion or to issue any report concerning the financial statements of the AT&T Parties or the Sites for any date or period as of or prior to the Initial Closing Date, provide to the Accountants (and the accountants of the AT&T Parties, if applicable) a representation letter, in reasonable and satisfactory form to AT&T under generally accepted auditing standards promulgated by the Auditing Standards Division of the American Institute of Certified Public Accountants, executed by the appropriate individual(s). The AT&T Parties shall, upon the reasonable request of Acquiror, provide commercially reasonable assistance in order to assist Acquiror or its Affiliates in (i) preparing any financial information relating to the Sites for filing or furnishing with the SEC or (ii) responding to any requests for information from the SEC with respect to the Sites, in each case with respect to periods prior to the Initial Closing. In addition to the foregoing, the AT&T Parties and the AT&T Newcos shall, and shall use commercially reasonable efforts to cause their Representatives to, reasonably cooperate with and assist Acquiror with any financing related to the transactions contemplated by this Agreement and the Collateral Agreements to be consummated by Acquiror or its Affiliates prior to or concurrently with the Initial Closing, including using commercially reasonable efforts to provide Acquiror with other relevant information pertaining to the Sites (which are in their possession and control) as Acquiror may reasonably request; provided, that, except with respect to the Required Financial Statements and subsequent stub period updates thereof as provided in Section 9.13, (x) Acquiror shall bear the cost of or shall reimburse AT&T for any documented out-of-pocket costs or expenses related to AT&T’s cooperation or assistance under this Section 9.1(b) and (y) none of AT&T or its Affiliates (in the case of the Sale Site Subsidiaries, prior to the Initial Closing) or its Representatives shall be required to (I) pay any commitment or other similar fee, enter into any definitive agreement or other documentation or incur any other liabilities in connection with the foregoing or (II) participate in meetings, drafting sessions, presentations, road shows and due diligence and other sessions with any financing sources, investors or rating agencies. Notwithstanding anything to the contrary contained in this Section 9.1(b), in no event shall AT&T or its Affiliates be required to pay for the preparation and delivery of any financial information other than as described in Section 9.13. (c) Acquiror or its Affiliates shall (i) hold all of the Books and Records received from the AT&T Newcos or their Affiliates relating to the Sites and not destroy or dispose of any such Books and Records for a period of three years from the Initial Closing Date, and thereafter, if it desires to destroy or dispose of the non-privileged Books and Records, to offer first in writing, at least 30 days prior to such destruction or disposition, to surrender them to the AT&T Newcos and (ii) afford the AT&T Newcos, their advisors, accountants and legal counsel, during normal business hours, upon reasonable request, reasonable access to such non-privileged Books and Records and, if required in connection with the foregoing, to the employees of Acquiror or its Affiliates, in each case to the extent that such access may be requested for any legitimate purpose, unless such non-privileged Books and Records have been disposed of in accordance with this Section 9.1(c). (d) On or prior to the Initial Closing Date, and subject to Laws relating to the exchange of information, the AT&T Parties, the AT&T Newcos and the Sale Site Subsidiaries (individually and jointly, as applicable) shall use their commercially reasonable efforts to deliver, or cause to be delivered, to Acquiror and the Tower Operator, as applicable, (i) all keys and other security access codes or devices providing entry to the Towers located at the Sites (other than AT&T Improvements); (ii) to the extent not available in AT&T’s online data room or on the FAA’s website, a copy of the determination of “No Hazard” to air navigation from the FAA for each Tower with respect to which such determination was issued, if such determinations are in the possession of the AT&T Parties, the AT&T Newcos or the Sale Site Subsidiaries; and (iii) to the extent not available in AT&T’s online data room or on the FCC’s website, a copy of the currently existing FCC Form 854R for each Tower with respect to which such form is required, if such forms were created and are in the possession of the AT&T Parties, the AT&T Newcos or the Sale Site Subsidiaries. In addition, as promptly as reasonably practicable following the applicable written request therefor by Acquiror, and subject to Laws relating to the exchange of information, the AT&T Parties, the AT&T Newcos and the Sale Site Subsidiaries (individually and jointly, as applicable) shall, prior to the Initial Closing Date, use their commercially reasonable efforts to (A) make available to Acquiror and the Tower Operator the Pre-Integration Records reasonably requested by Acquiror that are in the possession of the AT&T Parties and cooperate with Acquiror and the Tower Operator in connection with the Data Integration Process described on Schedule 6 and (B) make available to Acquiror and the Tower Operator all master site inspection agreements, master site maintenance agreements, light monitoring agreements and lease optimization agreements to the extent exclusively relating to the Sites or the operation of the Sites or, to the extent not so exclusively related, reasonable extracts thereof. (e) As promptly as reasonably practicable after the Initial Closing Date, the AT&T Parties shall (i) use their commercially reasonable efforts to ensure that Acquiror or the Tower Operator, as applicable, is afforded access to the Towers promptly following the Initial Closing substantially equivalent to the access afforded to the AT&T Parties immediately prior to the Initial Closing and (ii) deliver or constructively deliver to the Tower Operator and the Sale Site Subsidiaries, as applicable, the Books and Records included in the definition of Tower Related Assets that have not previously been made available to Acquiror.

Investigation of Sites; Access to Properties and Records. (a) Prior to the Initial Closing, but subject to (i) contractual and legal restrictions applicable to the AT&T Verizon Parties and (ii) applicable Law (including Laws relating to the exchange of information), AT&T Verizon, the Verizon Contributors and the AT&T Contributors Verizon Lessors shall, upon reasonable advance notice from Acquiror to AT&TVerizon, make their personnel reasonably available to Representatives of Acquiror and afford to such Representatives reasonable access during normal business hours to the Sites and their properties and Books and Records that, to the Knowledge of the AT&T Verizon Parties, are available or reasonably can be made available (it being understood that the foregoing shall in no event require AT&T Verizon or its Affiliates to create any Books and Records). In no event shall Acquiror take or permit any action in its investigation of any Site, including the accessing of Books and Records, which impairs or otherwise interferes with the use of any Site or operations being conducted at a Site. All requests for access shall be made to a representative of the AT&T Verizon Contributors as designated by the AT&T Verizon Contributors from time to time, who shall be responsible for coordinating all such requests and all access permitted under this Agreement and who may arrange for personnel to accompany Acquiror on any actual inspections. Acquiror shall indemnify the AT&T Verizon Contributors and their respective Affiliates and Representatives for any claims, losses or causes of action as a result of physical or tangible damages caused by any action by Acquiror and its Representatives in connection with such access or Acquiror’s and its Representatives’ other due diligence activities occurring prior to the Initial Closing Date; provided, however, that Acquiror shall not indemnify the AT&T Verizon Contributors or their respective Affiliates and Representatives for any claim, loss or cause of action caused by (A) the gross negligence or willful misconduct of any AT&T Verizon Contributor or such Affiliate or (B) any physical condition existing on any Site prior to Acquiror’s or its Representative’s entry thereon (except for any incremental damage or exacerbation of any existing condition caused by Acquiror or its Representatives with respect to any such physical condition), except in the case of clause (B) with respect to any claim brought by a Representative or invitee of Acquiror and its Affiliates. Prior to conducting any physical inspection at any Sites, Acquiror shall obtain, and during the period of such inspection shall maintain, at its expense, commercial general liability insurance, on an “occurrence” basis, including a contractual liability endorsement, and personal injury liability coverage, with AT&T Verizon Contributors and their respective Affiliates as additional insureds, from an insurer reasonably acceptable to AT&T Verizon Contributors, which insurance policies must have limits of not less than $1,000,000 (combined single limit) for each occurrence for bodily injury, death and property damage. Prior to making any entry upon any Site, Acquiror shall furnish to AT&T Verizon Contributors certificates of insurance evidencing the foregoing coverages. (b) Without limiting the generality of Section 9.1(a), the AT&T Verizon Parties shall use commercially reasonable efforts to cooperate with Acquiror and use commercially reasonable efforts to provide to Acquiror and its Affiliates, from time to time, upon reasonable advance notice from Acquiror, (i) reasonable access to relevant financial and other information pertaining to the Sites prior to the Initial Closing Date, which information is in any AT&T Verizon Party’s or Verizon Lessor’s possession and reasonably necessary, in the reasonable opinion of Acquiror or its Affiliates’ outside, third party accountants (“Accountants”), to prepare financial statements required in order for Acquiror to comply with (A) the requirements of Rule 3-14 of SEC Regulation S-X promulgated under the Securities Act (or, after the Initial Closing Date, if required by the SEC, (x) Rule 3-05 of SEC Regulation S-X promulgated under the Securities Act and (y) any other applicable rule issued by the SEC and applicable to Acquiror or its Affiliates), and (B) any registration statement, report or disclosure statement filed with the SEC by or on behalf of Acquiror or its applicable Subsidiaries, and (ii) if required by the Accountants (or the accountants of the AT&T Verizon Parties) in order to render any opinion or to issue any report concerning the financial statements of the AT&T Verizon Parties or the Sites for any date or period as of or prior to the Initial Closing Date, provide to the Accountants (and the accountants of the AT&T Verizon Parties, if applicable) a representation letter, in reasonable and satisfactory form to AT&T Verizon under generally accepted auditing standards promulgated by the Auditing Standards Division of the American Institute of Certified Public Accountants, executed by the appropriate individual(s). The AT&T Verizon Parties and the Verizon Lessors shall, upon the reasonable request of Acquiror, provide commercially reasonable assistance in order to assist Acquiror or its Affiliates affiliates in (i) preparing any financial information relating to the Sites for filing or furnishing with the SEC or (ii) responding to any requests for information from the SEC with respect to the Sites, in each case with respect to periods prior to the Initial Closing. In addition to the foregoing, the AT&T Verizon Parties and the AT&T Newcos Verizon Lessors shall, and shall use commercially reasonable efforts to cause their Representatives to, reasonably cooperate with and assist Acquiror with any financing related to the transactions contemplated by this Agreement and the Collateral Agreements to be consummated by Acquiror or its Affiliates prior to or concurrently with the Initial Closing, including using commercially reasonable efforts to provide Acquiror with other relevant information pertaining to the Sites (which are in their possession and control) as Acquiror may reasonably request; provided, that, except with respect to the Required Financial Statements and subsequent stub period updates thereof as provided in Section 9.13, (x) Acquiror shall bear the cost of or shall reimburse AT&T Verizon for any documented out-of-out of pocket costs or expenses related to AT&TVerizon’s cooperation or assistance under this Section 9.1(b) and (y) none of AT&T Verizon or its Affiliates (in the case of the Sale Site Subsidiaries, prior to the Initial Closing) or its Representatives representatives shall be required to (I) pay any commitment or other similar fee, enter into any definitive agreement or other documentation or incur any other liabilities in connection with the foregoing or (II) participate in meetings, drafting sessions, presentations, road shows and due diligence and other sessions with any financing sources, investors or rating agencies. Notwithstanding anything to the contrary contained in this Section 9.1(b), in no event shall AT&T Verizon or its Affiliates be required to pay for the preparation and delivery of any financial information other than as described in Section 9.13. (c) Acquiror or its Affiliates shall (i) hold all of the Books and Records received from the AT&T Newcos Verizon Lessors or their Affiliates relating to the Sites and not destroy or dispose of any such Books and Records for a period of the longer of three years from the Initial Closing DateDate or such period of time as may be required by Law, and thereafter, if it desires to destroy or dispose of the non-privileged Books and Records, to offer first in writing, at least 30 60 days prior to such destruction or disposition, to surrender them to the AT&T Newcos Verizon Lessors and (ii) afford the AT&T NewcosVerizon Lessors, their advisors, accountants and legal counsel, during normal business hours, upon reasonable request, reasonable access to such non-privileged Books and Records and, if required in connection with the foregoing, to the employees of Acquiror or its Affiliates, in each case to the extent that such access may be requested for any legitimate purpose, unless such non-privileged Books and Records have been disposed of in accordance with this Section 9.1(c9.1(b). (d) On or prior to the Initial Closing Date, and subject to Laws relating to the exchange of information, the AT&T Verizon Parties, the AT&T Newcos Verizon Lessors and the Sale Site Subsidiaries (individually and jointly, as applicable) shall use their commercially reasonable efforts to deliver, or cause to be delivered, to Acquiror and the Tower Operator, as applicable, (i) all keys and other security access codes or devices providing entry to the Towers located at the Sites (other than AT&T Verizon Improvements); (ii) to the extent not available in AT&TVerizon’s online data room or on the FAA’s website, a copy of the determination of “No Hazard” to air navigation from the FAA for each Tower with respect to which such determination was issued, if such determinations are in the possession of the AT&T Verizon Parties, the AT&T Newcos Verizon Lessors or the Sale Site Subsidiaries; and (iii) to the extent not available in AT&TVerizon’s online data room or on the FCC’s website, a copy of the currently existing FCC Form 854R for each Tower with respect to which such form is required, if such forms were created and are in the possession of the AT&T Verizon Parties, the AT&T Newcos Verizon Lessors or the Sale Site Subsidiaries. In addition, as promptly as reasonably practicable following the applicable written request therefor by Acquiror, and subject to Laws relating to the exchange of information, the AT&T Verizon Parties, the AT&T Newcos Verizon Lessors and the Sale Site Subsidiaries (individually and jointly, as applicable) shall, prior to the Initial Closing Date, use their commercially reasonable efforts to (A) make available to Acquiror and the Tower Operator the Pre-Integration Records reasonably requested by Acquiror that are in the possession of the AT&T Parties and cooperate with Acquiror and the Tower Operator in connection with the Data Integration Process described on Schedule 6 and (B) make available to Acquiror and the Tower Operator all master site inspection agreements, master site maintenance agreements, light monitoring agreements and lease optimization agreements to the extent exclusively relating to the Sites or the operation of the Sites or, to the extent not so exclusively related, reasonable extracts thereof. (e) As promptly as reasonably practicable after the Initial Closing Date, the AT&T Verizon Parties and the Verizon Lessors shall (i) use their commercially reasonable efforts to ensure that Acquiror or the Tower Operator, as applicable, is afforded access to the Towers promptly following the Initial Closing substantially equivalent to the access afforded to the AT&T Verizon Parties and the Verizon Lessors immediately prior to the Initial Closing and (ii) deliver or constructively deliver to the Tower Operator and the Sale Site Subsidiaries, as applicable, the Books and Records included in the definition of Tower Related Assets that have not previously been made available to Acquiror; provided, however, that the Verizon Parties shall be permitted to keep a copy of such Books and Records for compliance purposes.

Investigation of Sites; Access to Properties and Records. (a) Prior to the Initial Applicable Closing, but subject to (i) contractual and legal restrictions applicable to the AT&T T‑Mobile Parties and (ii) applicable Law (including Laws relating to the exchange of information)Law, AT&T T-Mobile and the AT&T T‑Mobile Contributors shall, upon reasonable advance notice from Acquiror to AT&TT‑Mobile, make their personnel reasonably available to Representatives of Acquiror Crown and afford to such Representatives reasonable access during normal business hours to the Sites and their respective offices, properties and Books books and Records that, records of and relating to the Knowledge of the AT&T Parties, are available or reasonably can be made available (it being understood that the foregoing shall in no event require AT&T or its Affiliates to create any Books and Records)Sites during normal business hours. In no event shall Acquiror Crown take or permit any action in its investigation of any Site, including the accessing of Books and Records, Site which impairs or otherwise interferes with the use and operation of any Site active Equipment on or communications operations being conducted at a Site. All requests for access shall be made to a representative of the AT&T T‑Mobile Contributors as designated by the AT&T T‑Mobile Contributors from time to time, who shall be solely responsible for coordinating all such requests and all access permitted under this Agreement and who may arrange for personnel to accompany Acquiror Crown on any actual inspections. Acquiror Crown shall indemnify the AT&T T‑Mobile Contributors and their respective Affiliates for any claims, losses or causes of action as a result of physical or tangible damages caused by any action by Acquiror and its Representatives by, or incurred in connection with such access with, Crown’s inspection of the Sites or Acquiror’s and its Representatives’ other due diligence activities occurring prior to the Initial Applicable Closing Date; provided, however, that Acquiror Crown shall not indemnify the AT&T T‑Mobile Contributors or their respective Affiliates for any claim, loss or cause of action caused by (A) the gross negligence or willful misconduct of any AT&T T‑Mobile Contributor or such Affiliate or (B) any physical condition existing on any Site prior to AcquirorCrown’s or its Representative’s entry thereon (except for any incremental damage or exacerbation of any existing condition caused by Acquiror Crown or its Representatives Representatives’ with respect to any such physical condition). Prior to conducting any physical inspection or testing at any Sites, Acquiror Crown shall obtain, and during the period of such inspection or testing shall maintain, at its expense, commercial general liability insurance, on an “occurrence” basis, including a contractual liability endorsement, and personal injury liability coverage, with AT&T T-Mobile Contributors and their respective Affiliates as additional insureds, from an insurer reasonably acceptable to AT&T T-Mobile Contributors, which insurance policies must have limits of not less than $1,000,000 (combined single limit) for each occurrence for bodily injury, death and property damage. Prior to making any entry upon any Site, Acquiror Crown shall furnish to AT&T T-Mobile Contributors certificates of insurance evidencing the foregoing coverages. (b) Without limiting the generality of Section 9.1(a), the AT&T T‑Mobile Parties shall use commercially reasonable efforts to cooperate with Acquiror Crown and use commercially reasonable efforts to provide to Acquiror Crown and its Affiliates, from time to time, upon reasonable advance notice from AcquirorCrown, (i) reasonable access to relevant financial and other information pertaining to the Sites prior to the Initial Closing DateSites, which information is in any AT&T T‑Mobile Party’s possession and relevant and reasonably necessary, in the reasonable opinion of Acquiror Crown or its Affiliates’ outside, third party accountants (“Accountants”), to enable Crown or its Affiliates and their Accountants (and the accountants of the T‑Mobile Parties) to prepare financial statements required by Crown in order for Acquiror to comply with (A) the requirements of Rule 3-14 of SEC Regulation S-X promulgated under the Securities Act (or, after the Initial Closing Date, if required by the SECapplicable authorities, (x) Rule 3-05 of SEC Regulation S-X X) promulgated under the Securities Act and of 1933, (yB) any other applicable rule issued by the SEC and applicable to Acquiror Crown or its Affiliates), and (BC) any registration statement, report or disclosure statement filed with the SEC by or on behalf of Acquiror Crown or its applicable SubsidiariesAffiliates, and (ii) if required by the Accountants (or the accountants of the AT&T T‑Mobile Parties) in order to render any opinion or to issue any report concerning the financial statements of the AT&T T-Mobile Parties or the Sites for any date or period as of or prior to the Initial Applicable Closing Date, provide to the Accountants (and the accountants of the AT&T T‑Mobile Parties, if applicable) a representation letter, in reasonable and satisfactory form to AT&T under generally accepted auditing standards promulgated by the Auditing Standards Division of the American Institute of Certified Public Accountants, executed by the appropriate individual(s). The AT&T T-Mobile Parties shall, upon the reasonable request of AcquirorCrown, provide commercially reasonable assistance in order to assist Acquiror enable Crown or its Affiliates in to (i) preparing prepare any financial information relating to the Sites for filing or furnishing with the SEC or (ii) responding respond to any requests for information from the SEC with respect to the Sites, in each case with respect to periods prior to the Initial ClosingSEC. In addition to the foregoing, the AT&T The T-Mobile Parties and the AT&T Newcos T-Mobile SPEs shall, and shall use commercially reasonable efforts to cause their Representatives to, reasonably cooperate with and assist Acquiror Crown with any financing related to the transactions contemplated by this Agreement and the Collateral Agreements to be consummated by Acquiror Crown or its Affiliates prior to or concurrently with the Initial Closing, including using commercially reasonable efforts to provide Acquiror providing Crown with any relevant financial and other relevant information pertaining to the Sites (which are in their possession and control) as Acquiror Crown may reasonably request; provided, that, except with respect to the Required Financial Statements and subsequent stub period updates thereof as provided in Section 9.13, (x) Acquiror shall bear the cost of or shall reimburse AT&T for any documented out-of-pocket costs or expenses related to AT&T’s cooperation or assistance under this Section 9.1(b) and (y) none of AT&T or its Affiliates (in the case of the Sale Site Subsidiaries, prior to the Initial Closing) or its Representatives shall be required to (I) pay any commitment or other similar fee, enter into any definitive agreement or other documentation or incur any other liabilities in connection with the foregoing or (II) participate in meetings, drafting sessions, presentations, road shows and due diligence and other sessions with any financing sources, investors or rating agencies. Notwithstanding anything to the contrary contained in this Section 9.1(b), in no event shall AT&T or its Affiliates be required to pay for the preparation and delivery of any financial information other than as described in Section 9.13. (c) Acquiror Prior to the Applicable Closing, no information provided to Crown or its Representatives pursuant to this Agreement shall be used for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and the Collateral Agreements, or any financings thereof, and all such information shall be held by Crown, its Affiliates and its Representatives in accordance with, and shall be subject to the terms of, Section 9.11 and the Confidentiality Agreement. (d) Crown or its Affiliates shall (i) hold all of the Books books and Records records received from the AT&T Newcos T‑Mobile SPEs or their Affiliates relating to the Sites and not destroy or dispose of any such Books and Records thereof for a period of three years from the Initial Applicable Closing Date, and thereafter, if it desires to destroy or dispose of the non-privileged Books books and Recordsrecords, to offer first in writing, at least 30 days prior to such destruction or disposition, to surrender them to the AT&T Newcos T‑Mobile SPEs and (ii) afford the AT&T NewcosT‑Mobile SPEs, their advisors, accountants and legal counsel, during normal business hours, upon reasonable request, reasonable access to such non-privileged Books books and Records records and, if required in connection with the foregoing, to the employees of Acquiror Crown or its Affiliates, in each case to the extent that such access may be requested for any legitimate purpose, unless such non-privileged Books books and Records records have been disposed of in accordance with this Section 9.1(c9.1(d). (d) On or prior to the Initial Closing Date, and subject to Laws relating to the exchange of information, the AT&T Parties, the AT&T Newcos and the Sale Site Subsidiaries (individually and jointly, as applicable) shall use their commercially reasonable efforts to deliver, or cause to be delivered, to Acquiror and the Tower Operator, as applicable, (i) all keys and other security access codes or devices providing entry to the Towers located at the Sites (other than AT&T Improvements); (ii) to the extent not available in AT&T’s online data room or on the FAA’s website, a copy of the determination of “No Hazard” to air navigation from the FAA for each Tower with respect to which such determination was issued, if such determinations are in the possession of the AT&T Parties, the AT&T Newcos or the Sale Site Subsidiaries; and (iii) to the extent not available in AT&T’s online data room or on the FCC’s website, a copy of the currently existing FCC Form 854R for each Tower with respect to which such form is required, if such forms were created and are in the possession of the AT&T Parties, the AT&T Newcos or the Sale Site Subsidiaries. In addition, as promptly as reasonably practicable following the applicable written request therefor by Acquiror, and subject to Laws relating to the exchange of information, the AT&T Parties, the AT&T Newcos and the Sale Site Subsidiaries (individually and jointly, as applicable) shall, prior to the Initial Closing Date, use their commercially reasonable efforts to (A) make available to Acquiror and the Tower Operator the Pre-Integration Records reasonably requested by Acquiror that are in the possession of the AT&T Parties and cooperate with Acquiror and the Tower Operator in connection with the Data Integration Process described on Schedule 6 and (B) make available to Acquiror and the Tower Operator all master site inspection agreements, master site maintenance agreements, light monitoring agreements and lease optimization agreements to the extent exclusively relating to the Sites or the operation of the Sites or, to the extent not so exclusively related, reasonable extracts thereof. (e) As promptly as reasonably practicable after the Initial Closing Date, the AT&T Parties shall (i) use their commercially reasonable efforts to ensure that Acquiror or the Tower Operator, as applicable, is afforded access to the Towers promptly following the Initial Closing substantially equivalent to the access afforded to the AT&T Parties immediately prior to the Initial Closing and (ii) deliver or constructively deliver to the Tower Operator and the Sale Site Subsidiaries, as applicable, the Books and Records included in the definition of Tower Related Assets that have not previously been made available to Acquiror.

Investigation of Sites; Access to Properties and Records. (a) Prior to the Initial Applicable Closing, but subject to (i) contractual and legal restrictions applicable to the AT&T T-Mobile Parties and (ii) applicable Law (including Laws relating to the exchange of information)Law, AT&T T-Mobile and the AT&T T-Mobile Contributors shall, upon reasonable advance notice from Acquiror to AT&TT-Mobile, make their personnel reasonably available to Representatives of Acquiror Crown and afford to such Representatives reasonable access during normal business hours to the Sites and their respective offices, properties and Books books and Records that, records of and relating to the Knowledge of the AT&T Parties, are available or reasonably can be made available (it being understood that the foregoing shall in no event require AT&T or its Affiliates to create any Books and Records)Sites during normal business hours. In no event shall Acquiror Crown take or permit any action in its investigation of any Site, including the accessing of Books and Records, Site which impairs or otherwise interferes with the use and operation of any Site active Equipment on or communications operations being conducted at a Site. All requests for access shall be made to a representative of the AT&T T-Mobile Contributors as designated by the AT&T T-Mobile Contributors from time to time, who shall be solely responsible for coordinating all such requests and all access permitted under this Agreement and who may arrange for personnel to accompany Acquiror Crown on any actual inspections. Acquiror Crown shall indemnify the AT&T T-Mobile Contributors and their respective Affiliates for any claims, losses or causes of action as a result of physical or tangible damages caused by any action by Acquiror and its Representatives by, or incurred in connection with such access with, Crown’s inspection of the Sites or Acquiror’s and its Representatives’ other due diligence activities occurring prior to the Initial Applicable Closing Date; provided, however, that Acquiror Crown shall not indemnify the AT&T T-Mobile Contributors or their respective Affiliates for any claim, loss or cause of action caused by (A) the gross negligence or willful misconduct of any AT&T T-Mobile Contributor or such Affiliate or (B) any physical condition existing on any Site prior to AcquirorCrown’s or its Representative’s entry thereon (except for any incremental damage or exacerbation of any existing condition caused by Acquiror Crown or its Representatives Representatives’ with respect to any such physical condition). Prior to conducting any physical inspection or testing at any Sites, Acquiror Crown shall obtain, and during the period of such inspection or testing shall maintain, at its expense, commercial general liability insurance, on an “occurrence” basis, including a contractual liability endorsement, and personal injury liability coverage, with AT&T T-Mobile Contributors and their respective Affiliates as additional insureds, from an insurer reasonably acceptable to AT&T T-Mobile Contributors, which insurance policies must have limits of not less than $1,000,000 (combined single limit) for each occurrence for bodily injury, death and property damage. Prior to making any entry upon any Site, Acquiror Crown shall furnish to AT&T T-Mobile Contributors certificates of insurance evidencing the foregoing coverages. (b) Without limiting the generality of Section 9.1(a), the AT&T T-Mobile Parties shall use commercially reasonable efforts to cooperate with Acquiror Crown and use commercially reasonable efforts to provide to Acquiror Crown and its Affiliates, from time to time, upon reasonable advance notice from AcquirorCrown, (i) reasonable access to relevant financial and other information pertaining to the Sites prior to the Initial Closing DateSites, which information is in any AT&T T-Mobile Party’s possession and relevant and reasonably necessary, in the reasonable opinion of Acquiror Crown or its Affiliates’ outside, third party accountants (“Accountants”), to enable Crown or its Affiliates and their Accountants (and the accountants of the T-Mobile Parties) to prepare financial statements required by Crown in order for Acquiror to comply with (A) the requirements of Rule 3-14 of SEC Regulation S-X promulgated under the Securities Act (or, after the Initial Closing Date, if required by the SECapplicable authorities, (x) Rule 3-05 of SEC Regulation S-X X) promulgated under the Securities Act and of 1933, (yB) any other applicable rule issued by the SEC and applicable to Acquiror Crown or its Affiliates), and (BC) any registration statement, report or disclosure statement filed with the SEC by or on behalf of Acquiror Crown or its applicable SubsidiariesAffiliates, and (ii) if required by the Accountants (or the accountants of the AT&T T-Mobile Parties) in order to render any opinion or to issue any report concerning the financial statements of the AT&T T-Mobile Parties or the Sites for any date or period as of or prior to the Initial Applicable Closing Date, provide to the Accountants (and the accountants of the AT&T T-Mobile Parties, if applicable) a representation letter, in reasonable and satisfactory form to AT&T under generally accepted auditing standards promulgated by the Auditing Standards Division of the American Institute of Certified Public Accountants, executed by the appropriate individual(s). The AT&T T-Mobile Parties shall, upon the reasonable request of AcquirorCrown, provide commercially reasonable assistance in order to assist Acquiror enable Crown or its Affiliates in to (i) preparing prepare any financial information relating to the Sites for filing or furnishing with the SEC or (ii) responding respond to any requests for information from the SEC with respect to the Sites, in each case with respect to periods prior to the Initial ClosingSEC. In addition to the foregoing, the AT&T The T-Mobile Parties and the AT&T Newcos T-Mobile SPEs shall, and shall use commercially reasonable efforts to cause their Representatives to, reasonably cooperate with and assist Acquiror Crown with any financing related to the transactions contemplated by this Agreement and the Collateral Agreements to be consummated by Acquiror Crown or its Affiliates prior to or concurrently with the Initial Closing, including using commercially reasonable efforts to provide Acquiror providing Crown with any relevant financial and other relevant information pertaining to the Sites (which are in their possession and control) as Acquiror Crown may reasonably request; provided, that, except with respect to the Required Financial Statements and subsequent stub period updates thereof as provided in Section 9.13, (x) Acquiror shall bear the cost of or shall reimburse AT&T for any documented out-of-pocket costs or expenses related to AT&T’s cooperation or assistance under this Section 9.1(b) and (y) none of AT&T or its Affiliates (in the case of the Sale Site Subsidiaries, prior to the Initial Closing) or its Representatives shall be required to (I) pay any commitment or other similar fee, enter into any definitive agreement or other documentation or incur any other liabilities in connection with the foregoing or (II) participate in meetings, drafting sessions, presentations, road shows and due diligence and other sessions with any financing sources, investors or rating agencies. Notwithstanding anything to the contrary contained in this Section 9.1(b), in no event shall AT&T or its Affiliates be required to pay for the preparation and delivery of any financial information other than as described in Section 9.13. (c) Acquiror Prior to the Applicable Closing, no information provided to Crown or its Representatives pursuant to this Agreement shall be used for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and the Collateral Agreements, or any financings thereof, and all such information shall be held by Crown, its Affiliates and its Representatives in accordance with, and shall be subject to the terms of, Section 9.11 and the Confidentiality Agreement. (d) Crown or its Affiliates shall (i) hold all of the Books books and Records records received from the AT&T Newcos T-Mobile SPEs or their Affiliates relating to the Sites and not destroy or dispose of any such Books and Records thereof for a period of three years from the Initial Applicable Closing Date, and thereafter, if it desires to destroy or dispose of the non-privileged Books books and Recordsrecords, to offer first in writing, at least 30 days prior to such destruction or disposition, to surrender them to the AT&T Newcos T-Mobile SPEs and (ii) afford the AT&T NewcosT-Mobile SPEs, their advisors, accountants and legal counsel, during normal business hours, upon reasonable request, reasonable access to such non-privileged Books books and Records records and, if required in connection with the foregoing, to the employees of Acquiror Crown or its Affiliates, in each case to the extent that such access may be requested for any legitimate purpose, unless such non-privileged Books books and Records records have been disposed of in accordance with this Section 9.1(c9.1(d). (d) On or prior to the Initial Closing Date, and subject to Laws relating to the exchange of information, the AT&T Parties, the AT&T Newcos and the Sale Site Subsidiaries (individually and jointly, as applicable) shall use their commercially reasonable efforts to deliver, or cause to be delivered, to Acquiror and the Tower Operator, as applicable, (i) all keys and other security access codes or devices providing entry to the Towers located at the Sites (other than AT&T Improvements); (ii) to the extent not available in AT&T’s online data room or on the FAA’s website, a copy of the determination of “No Hazard” to air navigation from the FAA for each Tower with respect to which such determination was issued, if such determinations are in the possession of the AT&T Parties, the AT&T Newcos or the Sale Site Subsidiaries; and (iii) to the extent not available in AT&T’s online data room or on the FCC’s website, a copy of the currently existing FCC Form 854R for each Tower with respect to which such form is required, if such forms were created and are in the possession of the AT&T Parties, the AT&T Newcos or the Sale Site Subsidiaries. In addition, as promptly as reasonably practicable following the applicable written request therefor by Acquiror, and subject to Laws relating to the exchange of information, the AT&T Parties, the AT&T Newcos and the Sale Site Subsidiaries (individually and jointly, as applicable) shall, prior to the Initial Closing Date, use their commercially reasonable efforts to (A) make available to Acquiror and the Tower Operator the Pre-Integration Records reasonably requested by Acquiror that are in the possession of the AT&T Parties and cooperate with Acquiror and the Tower Operator in connection with the Data Integration Process described on Schedule 6 and (B) make available to Acquiror and the Tower Operator all master site inspection agreements, master site maintenance agreements, light monitoring agreements and lease optimization agreements to the extent exclusively relating to the Sites or the operation of the Sites or, to the extent not so exclusively related, reasonable extracts thereof. (e) As promptly as reasonably practicable after the Initial Closing Date, the AT&T Parties shall (i) use their commercially reasonable efforts to ensure that Acquiror or the Tower Operator, as applicable, is afforded access to the Towers promptly following the Initial Closing substantially equivalent to the access afforded to the AT&T Parties immediately prior to the Initial Closing and (ii) deliver or constructively deliver to the Tower Operator and the Sale Site Subsidiaries, as applicable, the Books and Records included in the definition of Tower Related Assets that have not previously been made available to Acquiror.

Investigation of Sites; Access to Properties and Records. (a) Prior Beginning on the Signing Date and continuing to the Initial applicable Closing, but subject to (i) contractual and legal restrictions applicable to the AT&T Cumulus Parties and (ii) applicable Law (including Laws relating to Law, the exchange of information), AT&T and the AT&T Contributors Cumulus Parties shall, upon reasonable advance notice from Acquiror to AT&Tthe Cumulus Parties, make their personnel and the personnel of the Cumulus Operating Companies reasonably available to Representatives of Acquiror the Buyer and afford to such Representatives reasonable access to the Portfolio Sites and their respective offices, properties and books and records of and relating to the Portfolio Sites during normal business hours hours. Seller shall use its commercially reasonable efforts to obtain the Sites and their properties and Books and Records thatwaiver of any contractual restrictions described in the first sentence of this Section 8.1(a); provided, to for the Knowledge avoidance of the AT&T Partiesdoubt, are available or reasonably can be made available (it being understood that the foregoing shall in no event not require AT&T Seller or its Affiliates to create make any Books and Records)payment to any third parties. In no event shall Acquiror the Buyer take or permit any action in its investigation of any Site, including the accessing of Books and Records, Portfolio Site which impairs or otherwise interferes with the use and operation of any Site active Equipment on or communications operations being conducted at a Portfolio Site. All requests for access shall be made to a representative of the AT&T Contributors Cumulus Parties as designated by the AT&T Contributors Cumulus Parties from time to time, who shall be solely responsible for coordinating all such requests and all access permitted under this Agreement and who may arrange for personnel to accompany Acquiror the Buyer on any actual inspections. Acquiror . (b) The Buyer shall indemnify the AT&T Contributors Seller and their respective its Affiliates for any claims, losses or causes of action Losses as a result of bodily injury, death, physical or tangible damages or business interruption caused by any action by Acquiror and its Representatives by, or incurred in connection with such access with, the Buyer’s inspection of the Portfolio Sites or Acquiror’s and its Representatives’ other due diligence activities occurring prior to the Initial applicable Closing DateDate (even if caused by the negligence of a Cumulus Party or any Affiliate of a Cumulus Party); provided, however, that Acquiror the Buyer shall not indemnify the AT&T Contributors Seller or their respective its Affiliates for any claim, loss or cause of action Loss caused by (Ai) the gross negligence or willful misconduct of any AT&T Contributor Cumulus Parties or such Affiliate or (Bii) any physical condition existing on any Sale Site prior to Acquirorthe Buyer’s or its Representative’s entry thereon (except for any incremental damage or exacerbation of any existing condition caused by Acquiror the Buyer or its Representatives Representatives’ with respect to any such physical condition); provided further, such indemnification shall survive the applicable Closing Date or the earlier termination of this Agreement for a period of sixty (60) days following the expiration of the applicable statute of limitations. Prior to conducting any physical inspection or testing at any Portfolio Sites, Acquiror the Buyer shall obtain, and during the period of such inspection shall maintain, at its expense, : (A) commercial general liability insurance, on an “occurrence” basis, including a contractual liability endorsement, and personal injury liability coverage, with AT&T Contributors the Cumulus Parties and their respective Affiliates as additional insureds, from an insurer reasonably acceptable to AT&T Contributorsthe Cumulus Parties, which insurance policies must have limits of not less than $1,000,000 10,000,000.00 (combined single limit) for each occurrence for bodily injury, death and property damage; (B) auto liability insurance for all autos operated on the Portfolio Sites, to include coverage for liability arising from owned, non-owned and hired autos, with limits of no less than $5,000,000.00 to include the Seller and its Affiliates as additional insureds; and (C) a policy of workers’ compensation coverage providing for statutory coverage applicable to the state the physical inspection is performed to include a waiver of subrogation in favor of the additional insured parties noted above. Prior to making any entry upon any Portfolio Site, Acquiror the Buyer shall furnish to AT&T Contributors the Cumulus Parties certificates of insurance evidencing the foregoing coverages. (bc) Without limiting the generality of Section 9.1(a), the AT&T Parties shall use commercially reasonable efforts to cooperate with Acquiror and use commercially reasonable efforts to provide to Acquiror and its Affiliates, from time to time, upon reasonable advance notice from Acquiror, (i) reasonable access to relevant financial and other information pertaining to the Sites prior to the Initial Closing Date, which information is in any AT&T Party’s possession and reasonably necessary, in the reasonable opinion of Acquiror or its Affiliates’ outside, third party accountants (“Accountants”), to prepare financial statements required in order for Acquiror to comply with (A) the requirements of Rule 3-14 of SEC Regulation S-X promulgated under the Securities Act (or, after the Initial Closing Date, if required by the SEC, (x) Rule 3-05 of SEC Regulation S-X promulgated under the Securities Act and (y) any other applicable rule issued by the SEC and applicable to Acquiror or its Affiliates), and (B) any registration statement, report or disclosure statement filed with the SEC by or on behalf of Acquiror or its applicable Subsidiaries, and (ii) if required by the Accountants (or the accountants of the AT&T Parties) in order to render any opinion or to issue any report concerning the financial statements of the AT&T Parties or the Sites for any date or period as of or prior to the Initial Closing Date, provide to the Accountants (and the accountants of the AT&T Parties, if applicable) a representation letter, in reasonable and satisfactory form to AT&T under generally accepted auditing standards promulgated by the Auditing Standards Division of the American Institute of Certified Public Accountants, executed by the appropriate individual(s). The AT&T Parties shall, upon the reasonable request of Acquiror, provide commercially reasonable assistance in order to assist Acquiror or its Affiliates in (i) preparing any financial information relating to the Sites for filing or furnishing with the SEC or (ii) responding to any requests for information from the SEC with respect to the Sites, in each case with respect to periods prior Prior to the Initial Closing. In addition , no information provided to the foregoing, Buyer or its Representatives pursuant to this Agreement shall be used for any purpose unrelated to the AT&T Parties and the AT&T Newcos shall, and shall use commercially reasonable efforts to cause their Representatives to, reasonably cooperate with and assist Acquiror with any financing related to consummation of the transactions contemplated by this Agreement and the Collateral Agreements to Ancillary Agreements, or any financings thereof, and all such information shall be consummated held by Acquiror or the Buyer, its Affiliates prior to or concurrently with the Initial Closingand its Representatives in accordance with, including using commercially reasonable efforts to provide Acquiror with other relevant information pertaining and shall be subject to the Sites (which are in their possession terms of, Section 8.10 and control) as Acquiror may reasonably request; provided, that, except with respect to the Required Financial Statements and subsequent stub period updates thereof as provided in Section 9.13, (x) Acquiror shall bear the cost of or shall reimburse AT&T for any documented out-of-pocket costs or expenses related to AT&T’s cooperation or assistance under this Section 9.1(b) and (y) none of AT&T or its Affiliates (in the case of the Sale Site Subsidiaries, prior to the Initial Closing) or its Representatives shall be required to (I) pay any commitment or other similar fee, enter into any definitive agreement or other documentation or incur any other liabilities in connection with the foregoing or (II) participate in meetings, drafting sessions, presentations, road shows and due diligence and other sessions with any financing sources, investors or rating agencies. Notwithstanding anything to the contrary contained in this Section 9.1(b), in no event shall AT&T or its Affiliates be required to pay for the preparation and delivery of any financial information other than as described in Section 9.13Confidentiality Agreement. (cd) Acquiror The Buyer or its Affiliates shall (i) promptly after the Final Closing Date or termination pursuant to Article 12, return or destroy all of the books and records received from Seller or its Affiliates relating to the Excluded Sites, (ii) hold all of the Books books and Records records received from the AT&T Newcos Seller or their its Affiliates relating to the Sale Sites with respect to the period prior to the applicable Closing Date and not destroy or dispose of any such Books and Records thereof for a period of three years from the Initial Final Closing Date and (iii) for a period of three years from the Final Closing Date, and thereafterafford Seller, if it desires to destroy or dispose of the non-privileged Books and Records, to offer first in writing, at least 30 days prior to such destruction or disposition, to surrender them to the AT&T Newcos and (ii) afford the AT&T Newcos, their its advisors, accountants and legal counsel, during normal business hours, upon reasonable request, reasonable access to such non-privileged Books books and Records records and, if required in connection with the foregoing, to the employees of Acquiror the Buyer or its Affiliates, in each case to the extent that such access may be requested for any legitimate purpose, unless such non-privileged Books books and Records records have been disposed of in accordance with this Section 9.1(c8.1(d). (d) On or prior to the Initial Closing Date, and subject to Laws relating to the exchange of information, the AT&T Parties, the AT&T Newcos and the Sale Site Subsidiaries (individually and jointly, as applicable) shall use their commercially reasonable efforts to deliver, or cause to be delivered, to Acquiror and the Tower Operator, as applicable, (i) all keys and other security access codes or devices providing entry to the Towers located at the Sites (other than AT&T Improvements); (ii) to the extent not available in AT&T’s online data room or on the FAA’s website, a copy of the determination of “No Hazard” to air navigation from the FAA for each Tower with respect to which such determination was issued, if such determinations are in the possession of the AT&T Parties, the AT&T Newcos or the Sale Site Subsidiaries; and (iii) to the extent not available in AT&T’s online data room or on the FCC’s website, a copy of the currently existing FCC Form 854R for each Tower with respect to which such form is required, if such forms were created and are in the possession of the AT&T Parties, the AT&T Newcos or the Sale Site Subsidiaries. In addition, as promptly as reasonably practicable following the applicable written request therefor by Acquiror, and subject to Laws relating to the exchange of information, the AT&T Parties, the AT&T Newcos and the Sale Site Subsidiaries (individually and jointly, as applicable) shall, prior to the Initial Closing Date, use their commercially reasonable efforts to (A) make available to Acquiror and the Tower Operator the Pre-Integration Records reasonably requested by Acquiror that are in the possession of the AT&T Parties and cooperate with Acquiror and the Tower Operator in connection with the Data Integration Process described on Schedule 6 and (B) make available to Acquiror and the Tower Operator all master site inspection agreements, master site maintenance agreements, light monitoring agreements and lease optimization agreements to the extent exclusively relating to the Sites or the operation of the Sites or, to the extent not so exclusively related, reasonable extracts thereof. (e) As promptly as reasonably practicable after the Initial Closing Date, the AT&T Parties shall (i) use their commercially reasonable efforts to ensure that Acquiror or the Tower Operator, as applicable, is afforded access to the Towers promptly following the Initial Closing substantially equivalent to the access afforded to the AT&T Parties immediately prior to the Initial Closing and (ii) deliver or constructively deliver to the Tower Operator and the Sale Site Subsidiaries, as applicable, the Books and Records included in the definition of Tower Related Assets that have not previously been made available to Acquiror.

Investigation of Sites; Access to Properties and Records. (a) Prior to the Initial Applicable Closing, but subject to (i) contractual and legal restrictions applicable to the AT&T T-Mobile Parties and (ii) applicable Law (including Laws relating to the exchange of information)Law, AT&T T-Mobile and the AT&T T-Mobile Contributors shall, upon reasonable advance notice from Acquiror to AT&TT-Mobile, make their personnel reasonably available to Representatives of Acquiror Crown and afford to such Representatives reasonable access during normal business hours to the Sites and their respective offices, properties and Books books and Records that, records of and relating to the Knowledge of the AT&T Parties, are available or reasonably can be made available (it being understood that the foregoing shall in no event require AT&T or its Affiliates to create any Books and Records)Sites during normal business hours. In no event shall Acquiror Crown take or permit any action in its investigation of any Site, including the accessing of Books and Records, Site which impairs or otherwise interferes with the use and operation of any Site active Equipment on or communications operations being conducted at a Site. All requests for access shall be made to a representative of the AT&T T-Mobile Contributors as designated by the AT&T T-Mobile Contributors from time to time, who shall be solely responsible for coordinating all such requests and all access permitted under this Agreement and who may arrange for personnel to accompany Acquiror Crown on any actual inspections. Acquiror Crown shall indemnify the AT&T T-Mobile Contributors and their respective Affiliates for any claims, losses or causes of action as a result of physical or tangible damages caused by any action by Acquiror and its Representatives by, or incurred in connection with such access with, Crown’s inspection of the Sites or Acquiror’s and its Representatives’ other due diligence activities occurring prior to the Initial Applicable Closing Date; provided, however, that Acquiror Crown shall not indemnify the AT&T T-Mobile Contributors or their respective Affiliates for any claim, loss or cause of action caused by (A) the gross negligence or willful misconduct of any AT&T T-Mobile Contributor or such Affiliate or (B) any physical condition existing on any Site prior to AcquirorCrown’s or its Representative’s entry thereon (except for any incremental damage or exacerbation of any existing condition caused by Acquiror Crown or its Representatives Representatives’ with respect to any such physical condition). Prior to conducting any physical inspection or testing at any Sites, Acquiror Crown shall obtain, and during the period of such inspection or testing shall maintain, at its expense, commercial general liability insurance, on an “occurrence” basis, including a contractual liability endorsement, and personal injury liability coverage, with AT&T T-Mobile Contributors and their respective Affiliates as additional insureds, from an insurer reasonably acceptable to AT&T T-Mobile Contributors, which insurance policies must have limits of not less than $1,000,000 (combined single limit) for each occurrence for bodily injury, death and property damage. Prior to making any entry upon any Site, Acquiror Crown shall furnish to AT&T T-Mobile Contributors certificates of insurance evidencing the foregoing coverages. (b) Without limiting the generality of Section 9.1(a), the AT&T Parties shall use commercially reasonable efforts to cooperate with Acquiror and use commercially reasonable efforts to provide to Acquiror and its Affiliates, from time to time, upon reasonable advance notice from Acquiror, (i) reasonable access to relevant financial and other information pertaining to the Sites prior to the Initial Closing Date, which information is in any AT&T Party’s possession and reasonably necessary, in the reasonable opinion of Acquiror or its Affiliates’ outside, third party accountants (“Accountants”), to prepare financial statements required in order for Acquiror to comply with (A) the requirements of Rule 3-14 of SEC Regulation S-X promulgated under the Securities Act (or, after the Initial Closing Date, if required by the SEC, (x) Rule 3-05 of SEC Regulation S-X promulgated under the Securities Act and (y) any other applicable rule issued by the SEC and applicable to Acquiror or its Affiliates), and (B) any registration statement, report or disclosure statement filed with the SEC by or on behalf of Acquiror or its applicable Subsidiaries, and (ii) if required by the Accountants (or the accountants of the AT&T Parties) in order to render any opinion or to issue any report concerning the financial statements of the AT&T Parties or the Sites for any date or period as of or prior to the Initial Closing Date, provide to the Accountants (and the accountants of the AT&T Parties, if applicable) a representation letter, in reasonable and satisfactory form to AT&T under generally accepted auditing standards promulgated by the Auditing Standards Division of the American Institute of Certified Public Accountants, executed by the appropriate individual(s). The AT&T Parties shall, upon the reasonable request of Acquiror, provide commercially reasonable assistance in order to assist Acquiror or its Affiliates in (i) preparing any financial information relating to the Sites for filing or furnishing with the SEC or (ii) responding to any requests for information from the SEC with respect to the Sites, in each case with respect to periods prior to the Initial Closing. In addition to the foregoing, the AT&T Parties and the AT&T Newcos shall, and shall use commercially reasonable efforts to cause their Representatives to, reasonably cooperate with and assist Acquiror with any financing related to the transactions contemplated by this Agreement and the Collateral Agreements to be consummated by Acquiror or its Affiliates prior to or concurrently with the Initial Closing, including using commercially reasonable efforts to provide Acquiror with other relevant information pertaining to the Sites (which are in their possession and control) as Acquiror may reasonably request; provided, that, except with respect to the Required Financial Statements and subsequent stub period updates thereof as provided in Section 9.13, (x) Acquiror shall bear the cost of or shall reimburse AT&T for any documented out-of-pocket costs or expenses related to AT&T’s cooperation or assistance under this Section 9.1(b) and (y) none of AT&T or its Affiliates (in the case of the Sale Site Subsidiaries, prior to the Initial Closing) or its Representatives shall be required to (I) pay any commitment or other similar fee, enter into any definitive agreement or other documentation or incur any other liabilities in connection with the foregoing or (II) participate in meetings, drafting sessions, presentations, road shows and due diligence and other sessions with any financing sources, investors or rating agencies. Notwithstanding anything to the contrary contained in this Section 9.1(b), in no event shall AT&T or its Affiliates be required to pay for the preparation and delivery of any financial information other than as described in Section 9.13. (c) Acquiror or its Affiliates shall (i) hold all of the Books and Records received from the AT&T Newcos or their Affiliates relating to the Sites and not destroy or dispose of any such Books and Records for a period of three years from the Initial Closing Date, and thereafter, if it desires to destroy or dispose of the non-privileged Books and Records, to offer first in writing, at least 30 days prior to such destruction or disposition, to surrender them to the AT&T Newcos and (ii) afford the AT&T Newcos, their advisors, accountants and legal counsel, during normal business hours, upon reasonable request, reasonable access to such non-privileged Books and Records and, if required in connection with the foregoing, to the employees of Acquiror or its Affiliates, in each case to the extent that such access may be requested for any legitimate purpose, unless such non-privileged Books and Records have been disposed of in accordance with this Section 9.1(c). (d) On or prior to the Initial Closing Date, and subject to Laws relating to the exchange of information, the AT&T Parties, the AT&T Newcos and the Sale Site Subsidiaries (individually and jointly, as applicable) shall use their commercially reasonable efforts to deliver, or cause to be delivered, to Acquiror and the Tower Operator, as applicable, (i) all keys and other security access codes or devices providing entry to the Towers located at the Sites (other than AT&T Improvements); (ii) to the extent not available in AT&T’s online data room or on the FAA’s website, a copy of the determination of “No Hazard” to air navigation from the FAA for each Tower with respect to which such determination was issued, if such determinations are in the possession of the AT&T Parties, the AT&T Newcos or the Sale Site Subsidiaries; and (iii) to the extent not available in AT&T’s online data room or on the FCC’s website, a copy of the currently existing FCC Form 854R for each Tower with respect to which such form is required, if such forms were created and are in the possession of the AT&T Parties, the AT&T Newcos or the Sale Site Subsidiaries. In addition, as promptly as reasonably practicable following the applicable written request therefor by Acquiror, and subject to Laws relating to the exchange of information, the AT&T Parties, the AT&T Newcos and the Sale Site Subsidiaries (individually and jointly, as applicable) shall, prior to the Initial Closing Date, use their commercially reasonable efforts to (A) make available to Acquiror and the Tower Operator the Pre-Integration Records reasonably requested by Acquiror that are in the possession of the AT&T Parties and cooperate with Acquiror and the Tower Operator in connection with the Data Integration Process described on Schedule 6 and (B) make available to Acquiror and the Tower Operator all master site inspection agreements, master site maintenance agreements, light monitoring agreements and lease optimization agreements to the extent exclusively relating to the Sites or the operation of the Sites or, to the extent not so exclusively related, reasonable extracts thereof. (e) As promptly as reasonably practicable after the Initial Closing Date, the AT&T Parties shall (i) use their commercially reasonable efforts to ensure that Acquiror or the Tower Operator, as applicable, is afforded access to the Towers promptly following the Initial Closing substantially equivalent to the access afforded to the AT&T Parties immediately prior to the Initial Closing and (ii) deliver or constructively deliver to the Tower Operator and the Sale Site Subsidiaries, as applicable, the Books and Records included in the definition of Tower Related Assets that have not previously been made available to Acquiror.68