Common use of Preparation of Closing Documents Clause in Contracts

Preparation of Closing Documents. (a) The AT&T Parties shall prepare (using the information set forth on the Site List or the Closing Site List, as applicable) and, if applicable, notarize all the Collateral Agreements and all the exhibits to the Collateral Agreements (except for the Site Lease Agreements and Memorandum of Site Lease Agreements, which shall be prepared in accordance with Section 2.7(b)) for the Initial Closing, in each case in form and substance reasonably satisfactory to Acquiror and, to the extent applicable, in form sufficient for recordation. (b) The Site Lease Agreement applicable to each of the Sites shall be prepared in accordance with the MPL Site MLA and the Sale Site MLA, as applicable. For each Lease Site, following the Initial Closing, the AT&T Collocators and the Tower Operator shall each have the right, at its sole cost and expense, to cause a Memorandum of Site Lease Agreement to be filed in the appropriate county or other local property records (unless the Ground Lease for any applicable Lease Site prohibits such recording) to provide constructive notice to third parties of the existence of the applicable MLA and shall promptly thereafter provide or cause to be provided in electronic form a recorded copy of same to the other Parties. (c) In addition to and not in limitation of any other provision of this Agreement, the Parties shall have the right to review and make corrections, if necessary, to any Memorandum of Site Lease Agreement or any exhibit thereto. After making such corrections, the Party that recorded the Memorandum of Site Lease Agreement shall re-record such Memorandum of Site Lease Agreement to reflect such corrections, at the sole cost and expense of the Party that requested such correction, and shall promptly provide in electronic form a recorded copy of same to the other Party. (d) The Parties shall cooperate with each other to cause changes to be made in the Memorandum of Site Lease Agreement for each Site, if such changes are requested by either Party to evidence any changes in the description of the Lease Site respecting such Site or equipment or improvements thereof as may be agreed by the Parties, and the Party that requested such changes to the Memorandum of Site Lease Agreement shall record same at its sole cost and expense and shall promptly provide in electronic form a recorded copy of same to the other Party. (e) From and after the date of this Agreement, if the public land records do not reflect the current AT&T Contributor as the named tenant of record under a Ground Lease (or the named owner of an Owned Site), and any Ground Lessor Estoppel or other documentation obtained or prepared in connection with the transactions contemplated hereby does not cure this condition, Acquiror shall notify the AT&T Contributors and the AT&T Parties shall execute and deliver to Acquiror such documentation as Acquiror may prepare and as is reasonably necessary to correct the public land records with respect to such ownership (the “Confirmatory Assignments”); provided, however, that the execution and delivery of any Confirmatory Assignment shall not be a condition to any Closing. (f) Acquiror shall prepare, and, at Acquiror’s reasonable request, the AT&T Parties shall use commercially reasonable efforts to cooperate with Acquiror to execute, deliver and record, all intermediate assignments from the original lessee under a Ground Lease to the applicable AT&T Contributor that currently holds such Ground Lease that have not been recorded in the public land records (the “Corrective Assignments”), in each case in form and substance reasonably satisfactory to Acquiror and in form sufficient for recordation; provided, however, that the execution and recordation of such Corrective Assignments shall not be a condition to any Closing. To the extent requested by Tower Operator and the Sale Site Subsidiaries, the AT&T Contributors shall assist the Tower Operator and the Sale Site Subsidiaries in the preparation of the Corrective Assignments. The AT&T Contributors shall submit to the Tower Operator and the Sale Site Subsidiaries, as applicable, an invoice for, and the Tower Operator and the Sale Site Subsidiaries, as applicable, shall reimburse the AT&T Contributors for, their reasonable out-of-pocket costs and expenses incurred in assisting in the preparation of any Corrective Assignments. (g) If, prior to or after the applicable Closing, any Party identifies, in its reasonable judgment, any corrections to any Site Lease Agreement, Memorandum of Site Lease Agreement, Confirmatory Assignment, Corrective Assignment, Ground Lessor Estoppel, Non-Disturbance Agreement or other recorded document, such Party shall promptly notify the other Party and the Parties shall cooperate in good faith to effect an appropriate correction to that document and, if such document is a recorded document, to promptly record such corrected document in accordance with Section 2.9.

Preparation of Closing Documents. (a) The AT&T Verizon Parties and the Verizon Lessors shall prepare (using the information set forth on the Site List or the Closing Site List, as applicable) and, if applicable, notarize all the Collateral Agreements and all the exhibits to the Collateral Agreements (except for the Site Lease Agreements and Memorandum of Site Lease Agreements, which shall be prepared in accordance with Section 2.7(b)) for the Initial Closing, substantially in each case in the form and substance reasonably satisfactory to Acquiror attached hereto and, to the extent applicable, in form sufficient for recordation. (b) The Site Lease Agreement applicable to each of the Sites shall be prepared in accordance with with, and at the times required by the MPL Site MLA Master Lease Agreement and the Sale Site MLAMaster Lease Agreement, as applicable. For each Lease Site, following the Initial Closing, the AT&T Verizon Collocators and the Tower Operator shall each have the right, at its sole cost and expense, to cause a Memorandum of Site Lease Agreement to be filed in the appropriate county or other local property records (unless the Ground Lease for any applicable Lease Site prohibits such recording) to provide constructive notice to third parties of the existence of the applicable MLA and shall promptly thereafter provide or cause to be provided in electronic form a recorded copy of same to the other Parties. (c) In addition to and not in limitation of any other provision of this Agreement, the Parties shall have the right to review and make corrections, if necessary, to any Memorandum of Site Lease Agreement or any exhibit thereto. After making such corrections, the Party that recorded the Memorandum of Site Lease Agreement shall re-record such Memorandum of Site Lease Agreement to reflect such corrections, at the sole cost and expense of the Party that requested such correction, and shall promptly provide in electronic form a recorded copy of same to the other Party. (d) The Parties shall cooperate with each other to cause changes to be made in the Memorandum of Site Lease Agreement for each Site, if such changes are requested by either Party to evidence any changes in the description of the Lease Site respecting such Site or equipment or improvements thereof as may be agreed by the Parties, and the Party that requested such changes to the Memorandum of Site Lease Agreement shall record the same at its sole cost and expense and shall promptly provide in electronic form a recorded copy of the same to the other Party. (e) From and after the date of this Agreement, if the public land records do not reflect the current AT&T Verizon Contributor or Verizon Lessor as the named tenant of record under a Ground Lease (or the named owner of an Owned Site), and any Ground Lessor Estoppel or other documentation obtained or prepared in connection with the transactions contemplated hereby does not cure this condition, Acquiror shall notify the AT&T Verizon Contributors and the AT&T Verizon Lessors and the Verizon Parties and the Verizon Lessors shall use commercially reasonable efforts to cooperate with Acquiror, at Acquiror’s sole cost and expense, to execute and deliver to Acquiror such documentation as Acquiror may prepare and as is reasonably necessary to correct the public land records with respect to such ownership (the “Confirmatory Assignments”); provided, however, that the execution and delivery of any Confirmatory Assignment shall not be a condition to any Closing. (f) Acquiror shall prepare, and, at Acquiror’s reasonable request, the AT&T Verizon Parties and the Verizon Lessors shall use commercially reasonable efforts to cooperate with Acquiror to execute, deliver and record, all intermediate assignments from the original lessee under a Ground Lease to the applicable AT&T Verizon Contributor or Verizon Lessor that currently holds such Ground Lease that have not been recorded in the public land records (collectively, the “Corrective Assignments”), in each case in form and substance reasonably satisfactory to Acquiror and in form sufficient for recordation; provided, however, that the execution and recordation of such Corrective Assignments shall not be a condition to any Closing. To the extent requested by Tower Operator and the Sale Site Subsidiaries, the AT&T Verizon Contributors and Verizon Lessors shall assist the Tower Operator and the Sale Site Subsidiaries in the preparation of the Corrective Assignments. The AT&T Verizon Contributors and the Verizon Lessors shall submit to the Tower Operator and the Sale Site Subsidiaries, as applicable, an invoice for, and the Tower Operator and the Sale Site Subsidiaries, as applicable, shall reimburse the AT&T Verizon Contributors and the Verizon Lessors for, their reasonable out-of-pocket costs and expenses incurred in assisting in the preparation of any Corrective Assignments. (g) If, prior to or after the applicable Closing, any Party identifies, in its reasonable judgment, any corrections to any Site Lease Agreement, Memorandum of Site Lease Agreement, Confirmatory Assignment, Corrective Assignment, Ground Lessor Estoppel, Non-Disturbance Agreement or other recorded document, such Party shall promptly notify the other Party and the Parties shall cooperate in good faith to effect an appropriate correction to that document and, if such document is a recorded document, to promptly record such corrected document in accordance with Section 2.9.

Preparation of Closing Documents. (a) The AT&T Buyer Parties shall prepare (using the information set forth on the Site List or the Closing Site List, as applicable) and, if applicable, notarize all the Collateral Ancillary Agreements and all the exhibits to the Collateral Ancillary Agreements (except for the Site Lease Agreements and Memorandum of Site Lease Agreements, which shall be prepared in accordance with Section 2.7(b)) for the Initial applicable Closing, in each case in form and substance reasonably satisfactory to Acquiror the Cumulus Parties and, to the extent applicable, in form sufficient for recordationrecordation in the applicable jurisdiction; provided that any related costs and expenses shall be split 50/50 between Seller and Buyer. (b) The Site Lease Agreement applicable to each of the Sites shall be prepared in accordance with the MPL Site MLA and the Sale Site MLA, as applicable. For each Lease Site, following the Initial Closing, the AT&T Collocators and the Tower Operator shall each have the right, at its sole cost and expense, to cause a Memorandum of Site Lease Agreement to be filed in the appropriate county or other local property records (unless the Ground Lease for any applicable Lease Site prohibits such recording) to provide constructive notice to third parties of the existence of the applicable MLA and shall promptly thereafter provide or cause to be provided in electronic form a recorded copy of same to the other Parties. (c) In addition to and not in limitation of any other provision of this Agreement, the Parties shall have the right to review and make corrections, if necessary, to any Memorandum of Site Lease Agreement or any exhibit thereto. After making such corrections, the Party that recorded the Memorandum of Site Lease Agreement shall re-record such Memorandum of Site Lease Agreement to reflect such corrections, at the sole cost and expense of the Party that requested such correction, and shall promptly provide in electronic form a recorded copy of same to the other Party. (d) The Parties shall cooperate with each other to cause changes to be made in the Memorandum of Site Lease Agreement for each Site, if such changes are requested by either Party to evidence any changes in the description of the Lease Site respecting such Site or equipment or improvements thereof as may be agreed by the Parties, and the Party that requested such changes to the Memorandum of Site Lease Agreement shall record same at its sole cost and expense and shall promptly provide in electronic form a recorded copy of same to the other Party. (e) From and after the date of this Agreement, if If the public land records do not reflect the current AT&T Contributor Cumulus Party (or applicable Affiliate) as the named tenant of record under a Ground Lease (or the named owner of an Owned Site), and any Ground Lessor Estoppel or other documentation obtained or prepared in connection with the transactions contemplated hereby does not cure this condition, Acquiror Buyer shall notify the AT&T Contributors Seller and the AT&T Cumulus Parties shall use commercially reasonable efforts to cooperate with Buyer to execute and deliver to Acquiror Buyer such documentation as Acquiror Buyer may prepare and as is reasonably necessary to correct the public land records with respect to such ownership leasehold or ownership, including memoranda of leases (the “Confirmatory Assignments”); providedprovided that any related costs and expenses shall be paid by Buyer unless required to transfer valid fee title or a valid leasehold interest to Buyer in which event any related costs and expenses shall be split 50/50 between Seller and Buyer, howeverand the execution, that the execution delivery and delivery recording of any Confirmatory Assignment Assignments shall not be a condition to any ClosingClosing unless required to transfer valid fee title or a valid leasehold interest to Buyer. (fc) Acquiror Buyer shall prepare, prepare and, at AcquirorBuyer’s reasonable request, the AT&T Cumulus Parties shall use commercially reasonable efforts to cooperate with Acquiror Buyer to execute, execute and deliver and record, all intermediate assignments from the original lessee under a Ground Lease to the applicable AT&T Contributor Cumulus Party that then currently holds such Ground Lease that have not been recorded in the public land records reasonably requested by Buyer (the “Corrective Assignments”), in each case in form and substance reasonably satisfactory to Acquiror approved by the Cumulus Parties and in form sufficient for recordation; providedprovided that any related costs and expenses shall be paid by Buyer unless required to transfer a valid leasehold interest to Buyer in which event any related costs and expenses shall be split 50/50 between Seller and Buyer, howeverand the execution, that the execution delivery and recordation recording of such any Corrective Assignments shall not be a condition to any Closing. To the extent requested by Tower Operator and the Sale Site Subsidiaries, the AT&T Contributors shall assist the Tower Operator and the Sale Site Subsidiaries in the preparation of the Corrective Assignments. The AT&T Contributors shall submit Closing unless required to the Tower Operator and the Sale Site Subsidiaries, as applicable, an invoice for, and the Tower Operator and the Sale Site Subsidiaries, as applicable, shall reimburse the AT&T Contributors for, their reasonable out-of-pocket costs and expenses incurred in assisting in the preparation of any Corrective Assignmentstransfer a valid leasehold interest to Buyer. (gd) If, prior to or after the applicable Closing, any Party identifies, in its reasonable judgment, any corrections to any Site Lease Agreement, Memorandum of Site Lease Agreement, Confirmatory Assignment, Corrective Assignment, Ground Lessor Estoppel, Non-Disturbance Agreement or other recorded document, such Party shall promptly notify the other Party and the Parties shall cooperate in good faith to effect an appropriate correction to that document and, if such document is a recorded document, to promptly record such corrected document in accordance with Section 2.9; provided that any related costs and expenses shall be paid by Buyer unless required to transfer valid fee title or a valid leasehold interest to Buyer in which event any related costs and expenses shall be split 50/50 between Seller and Buyer, and the execution, delivery and recording of any such document shall not be a condition to Closing. This Section 2.7(d) shall survive the Closing.

Preparation of Closing Documents. (a) The AT&T T-Mobile Parties shall prepare (using the information set forth on in the Site List or the Closing Updated Site List, as applicable) and, if applicable, notarize all the Collateral Agreements and all the exhibits to the Collateral Agreements (except for the Site Lease Agreements and Memorandum of Site Lease Agreements, which shall be prepared in accordance with Section 2.7(b2.8(b)) for the Initial Applicable Closing, in each case in form and substance reasonably satisfactory to Acquiror Crown and, to the extent applicable, in form sufficient for recordation. (b) The T-Mobile Parties shall use commercially reasonable efforts to prepare the Site Lease Agreement applicable to each of the Sites and the Memorandum of Site Lease Agreement applicable to each of the Lease Sites, in each case in form and substance reasonably satisfactory to Crown; provided, however, the execution and delivery of such Site Lease Agreements and Memoranda of Site Lease Agreements shall not be prepared a condition to the Applicable Closing. To the extent any such Site Lease Agreements or the Memoranda of Site Lease Agreements are not completed at the Applicable Closing, the T-Mobile Parties shall execute and deliver same to the Tower Operator within 180 days following the Applicable Closing Date or as earlier specified in accordance with the MPL Site MLA and the or Sale Site MLA, as applicable. For each Lease SiteTo the extent requested by the T-Mobile Contributors, following the Initial Closing, the AT&T Collocators and the Tower Operator and Sale Site Subsidiaries shall each have use commercially reasonable efforts to assist the right, at its sole cost T-Mobile Parties in the preparation of the Site Lease Agreements and expense, to cause a Memorandum the Memoranda of Site Lease Agreement to be filed in the appropriate county or other local property records (unless the Ground Lease for any applicable Lease Site prohibits such recording) to provide constructive notice to third parties of the existence of the applicable MLA and shall promptly thereafter provide or cause to be provided in electronic form a recorded copy of same to the other PartiesAgreements. (c) In addition to and not in limitation of any other provision of this Agreement, the Parties shall have the right to review and make corrections, if necessary, to any Memorandum of Site Lease Agreement or any exhibit thereto. After making such corrections, the Party that recorded the Memorandum of Site Lease Agreement shall re-record such Memorandum of Site Lease Agreement to reflect such corrections, at the sole cost and expense of the Party that requested such correction, and shall promptly provide in electronic form a recorded copy of same to the other Party. (d) The Parties shall cooperate with each other to cause changes to be made in the Memorandum of Site Lease Agreement for each Site, if such changes are requested by either Party to evidence any changes in the description of the Lease Site respecting such Site or equipment or improvements thereof as may be agreed by the Parties, and the Party that requested such changes to the Memorandum of Site Lease Agreement shall record same at its sole cost and expense and shall promptly provide in electronic form a recorded copy of same to the other Party. (e) From and after the date of this Agreement, if If the public land records do not reflect the current AT&T T-Mobile Contributor as the named tenant of record under a Ground Lease (or the named owner of an Owned Site), and any Ground Lessor Estoppel or other documentation obtained or prepared in connection with the transactions contemplated hereby does not cure this condition, Acquiror Crown shall notify the AT&T T-Mobile Contributors and the AT&T T-Mobile Parties shall execute and deliver to Acquiror provide Crown with such documentation as Acquiror may prepare and as is reasonably necessary to correct the public land records with respect to such ownership (the “Confirmatory Assignments”). The T-Mobile Parties shall use commercially reasonable efforts to prepare all Confirmatory Assignments prior to the Applicable Closing; provided, however, that the execution and delivery of any documentation with respect to the Confirmatory Assignment Assignments shall not be a condition to the Applicable Closing. To the extent that any Confirmatory Assignments required under the preceding sentence of this Section 2.8(c) are not completed by the Applicable Closing, the T-Mobile Parties shall execute and deliver such Confirmatory Assignments to the Tower Operator or the Sale Site Subsidiaries, as applicable, within 180 days following the Applicable Closing. (fd) Acquiror shall prepare, and, at AcquirorAt Crown’s reasonable request, the AT&T T-Mobile Parties shall use commercially reasonable efforts to cooperate with Acquiror to execute, deliver prepare and record, record all intermediate assignments from the original lessee under a Ground Lease to the applicable AT&T T-Mobile Contributor that currently holds such Ground Lease that have not been recorded in the public land records (the “Corrective Assignments”), in each case in form and substance reasonably satisfactory to Acquiror Crown and in form sufficient for recordation; provided, however, that the execution and recordation of such Corrective Confirmatory Assignments shall not be a condition to any the Applicable Closing. To the extent requested by the T-Mobile Contributors, the Tower Operator and the Sale Site Subsidiaries, the AT&T Contributors as applicable, shall use commercially reasonable efforts to assist the Tower Operator and the Sale Site Subsidiaries T-Mobile Parties in the preparation of the Corrective Assignments. The AT&T T-Mobile Contributors shall submit to the Tower Operator and the Sale Site Subsidiaries, as applicable, an invoice for, and the Tower Operator and the Sale Site Subsidiaries, as applicable, shall reimburse the AT&T T-Mobile Contributors for, for their reasonable out-of-pocket costs and expenses incurred in assisting in the preparation of preparing any Corrective Assignments. (ge) If, prior to or after the applicable Closing, any Party identifies, in its reasonable judgment, any corrections to any Site Lease Agreement, Memorandum of Site Lease Agreement, Confirmatory Assignment, Corrective Assignment, Ground Lessor Estoppel, Non-Disturbance Agreement or other recorded document, such Party shall promptly notify the other Party and the Parties shall cooperate in good faith to effect an appropriate correction to that document and, if such document is a recorded document, to promptly record such corrected document in accordance with Section 2.92.10.

Preparation of Closing Documents. (a) The AT&T T-Mobile Parties shall prepare (using the information set forth on in the Site List or the Closing Updated Site List, as applicable) and, if applicable, notarize all the Collateral Agreements and all the exhibits to the Collateral Agreements (except for the Site Lease Agreements and Memorandum of Site Lease Agreements, which shall be prepared in accordance with Section 2.7(b2.8(b)) for the Initial Applicable Closing, in each case in form and substance reasonably satisfactory to Acquiror Crown and, to the extent applicable, in form sufficient for recordation. (b) The T-Mobile Parties shall use commercially reasonable efforts to prepare the Site Lease Agreement applicable to each of the Sites and the Memorandum of Site Lease Agreement applicable to each of the Lease Sites, in each case in form and substance reasonably satisfactory to Crown; provided, however, the execution and delivery of such Site Lease Agreements and Memoranda of Site Lease Agreements shall not be prepared a condition to the Applicable Closing. To the extent any such Site Lease Agreements or the Memoranda of Site Lease Agreements are not completed at the Applicable Closing, the T-Mobile Parties shall execute and deliver same to the Tower Operator within 180 days following the Applicable Closing Date or as earlier specified in accordance with the MPL Site MLA and the or Sale Site MLA, as applicable. For each Lease SiteTo the extent requested by the T-Mobile Contributors, following the Initial Closing, the AT&T Collocators and the Tower Operator and Sale Site Subsidiaries shall each have use commercially reasonable efforts to assist the right, at its sole cost T-Mobile Parties in the preparation of the Site Lease Agreements and expense, to cause a Memorandum the Memoranda of Site Lease Agreement to be filed in the appropriate county or other local property records (unless the Ground Lease for any applicable Lease Site prohibits such recording) to provide constructive notice to third parties of the existence of the applicable MLA and shall promptly thereafter provide or cause to be provided in electronic form a recorded copy of same to the other PartiesAgreements. (c) In addition to and not in limitation of any other provision of this Agreement, the Parties shall have the right to review and make corrections, if necessary, to any Memorandum of Site Lease Agreement or any exhibit thereto. After making such corrections, the Party that recorded the Memorandum of Site Lease Agreement shall re-record such Memorandum of Site Lease Agreement to reflect such corrections, at the sole cost and expense of the Party that requested such correction, and shall promptly provide in electronic form a recorded copy of same to the other Party. (d) The Parties shall cooperate with each other to cause changes to be made in the Memorandum of Site Lease Agreement for each Site, if such changes are requested by either Party to evidence any changes in the description of the Lease Site respecting such Site or equipment or improvements thereof as may be agreed by the Parties, and the Party that requested such changes to the Memorandum of Site Lease Agreement shall record same at its sole cost and expense and shall promptly provide in electronic form a recorded copy of same to the other Party. (e) From and after the date of this Agreement, if If the public land records do not reflect the current AT&T T-Mobile Contributor as the named tenant of record under a Ground Lease (or the named owner of an Owned Site), and any Ground Lessor Estoppel or other documentation obtained or prepared in connection with the transactions contemplated hereby does not cure this condition, Acquiror Crown shall notify the AT&T T-Mobile Contributors and the AT&T T-Mobile Parties shall execute and deliver to Acquiror provide Crown with such documentation as Acquiror may prepare and as is reasonably necessary to correct the public land records with respect to such ownership (the “Confirmatory Assignments”). The T-Mobile Parties shall use commercially reasonable efforts to prepare all Confirmatory Assignments prior to the Applicable Closing; provided, however, that the execution and delivery of any documentation with respect to the Confirmatory Assignment Assignments shall not be a condition to the Applicable Closing. To the extent that any Confirmatory Assignments required under the preceding sentence of this Section 2.8(c) are not completed by the Applicable Closing., the T-Mobile Parties shall execute and deliver such Confirmatory Assignments to the Tower Operator or the Sale Site Subsidiaries, as applicable, within 180 days following the Applicable Closing. 35 (fd) Acquiror shall prepare, and, at AcquirorAt Crown’s reasonable request, the AT&T T-Mobile Parties shall use commercially reasonable efforts to cooperate with Acquiror to execute, deliver prepare and record, record all intermediate assignments from the original lessee under a Ground Lease to the applicable AT&T T-Mobile Contributor that currently holds such Ground Lease that have not been recorded in the public land records (the “Corrective Assignments”), in each case in form and substance reasonably satisfactory to Acquiror Crown and in form sufficient for recordation; provided, however, that the execution and recordation of such Corrective Confirmatory Assignments shall not be a condition to any the Applicable Closing. To the extent requested by the T-Mobile Contributors, the Tower Operator and the Sale Site Subsidiaries, the AT&T Contributors as applicable, shall use commercially reasonable efforts to assist the Tower Operator and the Sale Site Subsidiaries T-Mobile Parties in the preparation of the Corrective Assignments. The AT&T T-Mobile Contributors shall submit to the Tower Operator and the Sale Site Subsidiaries, as applicable, an invoice for, and the Tower Operator and the Sale Site Subsidiaries, as applicable, shall reimburse the AT&T T-Mobile Contributors for, for their reasonable out-of-pocket costs and expenses incurred in assisting in the preparation of preparing any Corrective Assignments. (ge) If, prior to or after the applicable Closing, any Party identifies, in its reasonable judgment, any corrections to any Site Lease Agreement, Memorandum of Site Lease Agreement, Confirmatory Assignment, Corrective Assignment, Ground Lessor Estoppel, Non-Disturbance Agreement or other recorded document, such Party shall promptly notify the other Party and the Parties shall cooperate in good faith to effect an appropriate correction to that document and, if such document is a recorded document, to promptly record such corrected document in accordance with Section 2.9.2.10. SECTION

Preparation of Closing Documents. (a) The AT&T T‑Mobile Parties shall prepare (using the information set forth on in the Site List or the Closing Updated Site List, as applicable) and, if applicable, notarize all the Collateral Agreements and all the exhibits to the Collateral Agreements (except for the Site Lease Agreements and Memorandum of Site Lease Agreements, which shall be prepared in accordance with Section 2.7(b2.8(b)) for the Initial Applicable Closing, in each case in form and substance reasonably satisfactory to Acquiror Crown and, to the extent applicable, in form sufficient for recordation. (b) The T‑Mobile Parties shall use commercially reasonable efforts to prepare the Site Lease Agreement applicable to each of the Sites and the Memorandum of Site Lease Agreement applicable to each of the Lease Sites, in each case in form and substance reasonably satisfactory to Crown; provided, however, the execution and delivery of such Site Lease Agreements and Memoranda of Site Lease Agreements shall not be prepared a condition to the Applicable Closing. To the extent any such Site Lease Agreements or the Memoranda of Site Lease Agreements are not completed at the Applicable Closing, the T‑Mobile Parties shall execute and deliver same to the Tower Operator within 180 days following the Applicable Closing Date or as earlier specified in accordance with the MPL Site MLA and the or Sale Site MLA, as applicable. For each Lease SiteTo the extent requested by the T‑Mobile Contributors, following the Initial Closing, the AT&T Collocators and the Tower Operator and Sale Site Subsidiaries shall each have use commercially reasonable efforts to assist the right, at its sole cost T‑Mobile Parties in the preparation of the Site Lease Agreements and expense, to cause a Memorandum the Memoranda of Site Lease Agreement to be filed in the appropriate county or other local property records (unless the Ground Lease for any applicable Lease Site prohibits such recording) to provide constructive notice to third parties of the existence of the applicable MLA and shall promptly thereafter provide or cause to be provided in electronic form a recorded copy of same to the other PartiesAgreements. (c) In addition to and not in limitation of any other provision of this Agreement, the Parties shall have the right to review and make corrections, if necessary, to any Memorandum of Site Lease Agreement or any exhibit thereto. After making such corrections, the Party that recorded the Memorandum of Site Lease Agreement shall re-record such Memorandum of Site Lease Agreement to reflect such corrections, at the sole cost and expense of the Party that requested such correction, and shall promptly provide in electronic form a recorded copy of same to the other Party. (d) The Parties shall cooperate with each other to cause changes to be made in the Memorandum of Site Lease Agreement for each Site, if such changes are requested by either Party to evidence any changes in the description of the Lease Site respecting such Site or equipment or improvements thereof as may be agreed by the Parties, and the Party that requested such changes to the Memorandum of Site Lease Agreement shall record same at its sole cost and expense and shall promptly provide in electronic form a recorded copy of same to the other Party. (e) From and after the date of this Agreement, if If the public land records do not reflect the current AT&T T‑Mobile Contributor as the named tenant of record under a Ground Lease (or the named owner of an Owned Site), and any Ground Lessor Estoppel or other documentation obtained or prepared in connection with the transactions contemplated hereby does not cure this condition, Acquiror Crown shall notify the AT&T T-Mobile Contributors and the AT&T T‑Mobile Parties shall execute and deliver to Acquiror provide Crown with such documentation as Acquiror may prepare and as is reasonably necessary to correct the public land records with respect to such ownership (the “Confirmatory Assignments”). The T‑Mobile Parties shall use commercially reasonable efforts to prepare all Confirmatory Assignments prior to the Applicable Closing; provided, however, that the execution and delivery of any documentation with respect to the Confirmatory Assignment Assignments shall not be a condition to the Applicable Closing. To the extent that any Confirmatory Assignments required under the preceding sentence of this Section 2.8(c) are not completed by the Applicable Closing, the T‑Mobile Parties shall execute and deliver such Confirmatory Assignments to the Tower Operator or the Sale Site Subsidiaries, as applicable, within 180 days following the Applicable Closing. (fd) Acquiror shall prepare, and, at AcquirorAt Crown’s reasonable request, the AT&T T-Mobile Parties shall use commercially reasonable efforts to cooperate with Acquiror to execute, deliver prepare and record, record all intermediate assignments from the original lessee under a Ground Lease to the applicable AT&T T-Mobile Contributor that currently holds such Ground Lease that have not been recorded in the public land records (the “Corrective Assignments”), in each case in form and substance reasonably satisfactory to Acquiror Crown and in form sufficient for recordation; provided, however, that the execution and recordation of such Corrective Confirmatory Assignments shall not be a condition to any the Applicable Closing. To the extent requested by the T‑Mobile Contributors, the Tower Operator and the Sale Site Subsidiaries, the AT&T Contributors as applicable, shall use commercially reasonable efforts to assist the Tower Operator and the Sale Site Subsidiaries T‑Mobile Parties in the preparation of the Corrective Assignments. The AT&T T-Mobile Contributors shall submit to the Tower Operator and the Sale Site Subsidiaries, as applicable, an invoice for, and the Tower Operator and the Sale Site Subsidiaries, as applicable, shall reimburse the AT&T T-Mobile Contributors for, for their reasonable out-of-pocket costs and expenses incurred in assisting in the preparation of preparing any Corrective Assignments. (ge) If, prior to or after the applicable Closing, any Party identifies, in its reasonable judgment, any corrections to any Site Lease Agreement, Memorandum of Site Lease Agreement, Confirmatory Assignment, Corrective Assignment, Ground Lessor Estoppel, Non-Disturbance Agreement or other recorded document, such Party shall promptly notify the other Party and the Parties shall cooperate in good faith to effect an appropriate correction to that document and, if such document is a recorded document, to promptly record such corrected document in accordance with Section 2.92.10.

Preparation of Closing Documents. (a) The AT&T Parties Subject to the terms and conditions of this Agreement (including Section 4.3), SM shall prepare (using using, subject to the terms and conditions of this Agreement, the information set forth on the Portfolio Site List or Information List, the Signing Site Designation List, and the Closing Site Designation List, as applicable) and, if applicable, notarize all the Collateral Agreements and all the exhibits to the Collateral Agreements (except for the Site Lease Agreements SLAs and Memorandum of Site Lease AgreementsSLAs, which shall be prepared in accordance with Section 2.7(b)) ), and a closing statement and a flow of funds for the Initial Closing, in each case in a form and substance reasonably satisfactory acceptable to Acquiror the Parties, and, to the extent applicable, in form sufficient for recordation. (b) The Site Lease Agreement SLA and Memorandum of SLA applicable to each of the Sites Sale Site shall be prepared in accordance with with, and at the MPL Site MLA and the Sale Site MLA, as applicable. For each Lease Site, following the Initial Closingtimes required by, the AT&T Collocators and the Tower Operator shall each have the right, at its sole cost and expense, to cause a Memorandum of Site Lease Agreement to be filed in the appropriate county or other local property records (unless the SM Ground Lease for any applicable Lease Site prohibits such recording) to provide constructive notice to third parties of the existence of the applicable MLA and shall promptly thereafter provide or cause to be provided in electronic form a recorded copy of same to the other PartiesSpace Lease. (c) In addition to and not in limitation of any other provision of this Agreement, the Parties shall have the right to review and make corrections, if necessary, to any Memorandum of Site Lease Agreement or any exhibit thereto. After making such corrections, the Party that recorded the Memorandum of Site Lease Agreement shall re-record such Memorandum of Site Lease Agreement to reflect such corrections, at the sole cost and expense of the Party that requested such correction, and shall promptly provide in electronic form a recorded copy of same to the other Party. (d) The Parties shall cooperate with each other to cause changes to be made in the Memorandum of Site Lease Agreement SLA for each Sale Site, if such changes are reasonably requested by either Party to evidence any changes in the description of the Lease Site respecting such Sale Site or equipment or improvements thereof as may be agreed by the PartiesParties in accordance with the SM Ground Space Lease, and the Party that requested such changes to the Memorandum of Site Lease Agreement shall record the same at its sole cost and expense and shall promptly provide in electronic form a recorded copy of the same to the other Party. (ed) From and after the date of this AgreementEffective Date, if to the extent that the public land records do for a Sale Site either: (i) include a recorded Ground Lease (or memorandum thereof) that does not reflect the current AT&T Contributor applicable SM Group Member as the named tenant of record under a such Ground Lease Lease; or (or ii) do not reflect the applicable SM Group Member as the named owner of an Owned Site)Site (collectively, and the “Previously Recorded Site Documents”) and, in either case, any Ground Lessor Estoppel or other documentation obtained or prepared in connection with the transactions contemplated hereby does not cure this condition, Acquiror Buyer shall notify SM and SM shall use commercially reasonable efforts to cooperate with Buyer, at the AT&T Contributors sole cost and the AT&T Parties shall expense of SM, to execute and deliver to Acquiror Buyer such documentation as Acquiror Buyer may prepare and as is reasonably necessary to correct the public land records with respect to such tenant or record or ownership (the “Confirmatory Assignments”); provided, however, that the execution and delivery of any Confirmatory Assignment shall not be a condition to any Closing. (f) Acquiror . In addition to the foregoing, Buyer shall prepare, andat Buyer’s sole cost and expense, at Acquiror’s reasonable request(x) recordable assignments or memorandums of any assignments pursuant to the Transfer Agreement and (y) Non-Disturbance Agreements, the AT&T Parties and in each case, SM shall use commercially reasonable efforts to cooperate with Acquiror Buyer, at the sole cost and expense of SM, to (A) execute and deliver to Buyer such requested documentation and (B) request such Non-Disturbance Agreements from the applicable Ground Lessors; provided, however, that the execution and delivery of any such documentation shall not be a condition to any Closing. (e) With respect to all Previously Recorded Site Documents, Buyer shall prepare, and, at Buyer’s reasonable request, SM shall use commercially reasonable efforts to cooperate with Buyer in Buyer’s preparation of, and to execute, deliver deliver, and record, all intermediate assignments from the original lessee under a Ground Lease to the applicable AT&T Contributor that currently holds such Ground Lease SM Group Member that have not been recorded in the public land records (collectively, the “Corrective Assignments”), in each case in form and substance reasonably satisfactory to Acquiror Buyer and in form sufficient for recordation; provided, however, that the execution and recordation of such Corrective Assignments shall not be a condition to any Closing. To the extent requested by Tower Operator and the Sale Site Subsidiaries, the AT&T Contributors shall assist the Tower Operator and the Sale Site Subsidiaries in the preparation of the Corrective Assignments. The AT&T Contributors shall submit to the Tower Operator and the Sale Site Subsidiaries, as applicable, an invoice for, and the Tower Operator and the Sale Site Subsidiaries, as applicable, shall reimburse the AT&T Contributors for, their reasonable out-of-pocket costs and expenses incurred in assisting in the preparation of any Corrective Assignments. (gf) If, prior to or after the applicable Closing, any Party identifies, in its reasonable judgment, any corrections to any Site Lease AgreementSLA, Memorandum of Site Lease AgreementSLA, Confirmatory Assignment, Corrective Assignment, Ground Lessor Estoppel, Non-Disturbance Agreement Agreement, or other recorded document, such Party shall promptly notify the other Party and the Parties shall cooperate in good faith to effect an appropriate correction to that document and, if such document is a recorded document, to promptly record such corrected document in accordance with Section 2.9.