Common use of Transaction Revenue Sharing Payments Clause in Contracts

Transaction Revenue Sharing Payments. (a) Subject to Section 9.10, each Party shall promptly notify the other Parties in the event that any Ground Lessor makes a claim or demand for a Transaction Revenue Sharing Payment. (b) If the AT&T Parties reasonably determine in good faith that Transaction Revenue Sharing Payments are reasonably likely to become due and payable with respect to any MPL Site following the consummation of the transactions contemplated by this Agreement and the Collateral Agreements, the AT&T Parties and the AT&T Newcos shall have the right, in their discretion but in consultation with Acquiror and the Tower Operator, prior to the Initial Closing, to designate such MPL Site as a Sale Site or as an Excluded Site pursuant to Section 4.3(b)(vi); provided that such designation shall eliminate, in the reasonable determination of Acquiror and AT&T, the grounds for such Transaction Revenue Sharing Payment with respect to such MPL Site. In addition, if Acquiror or the Tower Operator reasonably determines in good faith that Transaction Revenue Sharing Payments are reasonably likely to become due and payable with respect to any MPL Site following the consummation of the transactions contemplated by this Agreement and the Collateral Agreements, Acquiror, the Tower Operator and, after the Initial Closing Date, the Sale Site Subsidiaries shall have the right, in their sole discretion, (i) prior to the Initial Closing, to designate such MPL Site as a Managed MPL Site and (ii) after the Initial Closing, to rescind the transaction that occurred with respect to such MPL Site at the applicable Closing and designate and treat such MPL Site as a Managed Site, in which case the AT&T Parties and the AT&T Newcos shall grant to the Tower Operator, pursuant to the Management Agreement, the right to operate such Site as a Managed Site and administer the related Collocation Agreements; provided that, upon the exercise of such right, the AT&T Parties and the AT&T Newcos shall take all actions and execute all documents reasonably necessary (and any necessary amendments to existing documents as appropriate) to ensure that the Parties are in the same legal position as they would have been if such Site were originally a Managed Site. In furtherance of the foregoing, the Parties shall execute and deliver, as applicable, (A) amended schedules and exhibits to the MPL, (B) amended schedules and exhibits to the applicable MLA, (C) amended schedules and exhibits to the Management Agreement and (D) amended schedules or exhibits to all other applicable Collateral Agreements.

Transaction Revenue Sharing Payments. (a) Subject to Section 9.10, each Party shall promptly notify the other Parties in the event that any Ground Lessor makes a claim or demand for a Transaction Revenue Sharing Payment. (b) If the AT&T Verizon Parties reasonably determine in good faith that Transaction Revenue Sharing Payments are reasonably likely to become due and payable with respect to any MPL Site following the consummation of the transactions contemplated by this Agreement and the Collateral Agreements, the AT&T Verizon Parties and the AT&T Newcos Verizon Lessors shall have the right, in their discretion but in consultation with Acquiror and the Tower Operator, prior to the Initial Closing, to designate such MPL Site as a Sale Site or as an Excluded a Managed Site or, pursuant to Section 4.3(b)(vi), as an Excluded Site; provided that such designation shall eliminate, in the reasonable determination of Acquiror and AT&TVerizon, the grounds for such Transaction Revenue Sharing Payment with respect to such MPL Site. In addition, if Acquiror or the Tower Operator reasonably determines in good faith that Transaction Revenue Sharing Payments are reasonably likely to become due and payable with respect to any MPL Site following the consummation of the transactions contemplated by this Agreement and the Collateral Agreements, Acquiror, the Tower Operator and, after the Initial Closing Date, the Sale Site Subsidiaries shall have the right, in their sole discretion, (i) prior to the Initial Closing, to designate such MPL Site as a Managed MPL Site and (ii) after the Initial Closing, to rescind the transaction that occurred with respect to such MPL Site at the applicable Closing and designate and treat such MPL Site as a Managed Site, in which case the AT&T Verizon Parties and the AT&T Newcos Verizon Lessors shall grant to the Tower Operator, pursuant to the Management Agreement, the right to operate such Site as a Managed Site and administer the related Collocation Agreements; provided that, upon the exercise of such right, the AT&T Verizon Parties and the AT&T Newcos Verizon Lessors shall take all actions and execute all documents reasonably necessary (and any necessary amendments to existing documents as appropriate) to ensure that the Parties are in the same legal position as they would have been if such Site were originally a Managed Site. In furtherance of the foregoing, the Parties shall execute and deliver, as applicable, (A) amended schedules and exhibits to the MPL, (B) amended schedules and exhibits to the applicable MLA, (C) amended schedules and exhibits to the Management Agreement and (D) amended schedules or exhibits to all other applicable Collateral Agreements.

Transaction Revenue Sharing Payments. (a) Subject to Section 9.10, each Party shall promptly notify the other Parties in In the event that any claim, action, suit or other proceeding by any Ground Lessor makes a claim or demand for a Transaction Revenue Sharing Payment. (b) If the AT&T Parties reasonably determine in good faith other Person is threatened or commenced which claims that Transaction Revenue Sharing Payments are owed as a result of the payment contemplated by Section 2.2(c) and Section 3.2, each Party agrees to promptly notify the other Parties and agrees to reasonably cooperate and use commercially reasonable efforts to jointly negotiate with such Ground Lessor or other Person to amend the applicable Ground Lease to minimize the amount of Transaction Revenue Sharing Payments under such Ground Lease payable as a result of, or otherwise triggered by, the payment contemplated by Section 2.2(c) and Section 3.2. If such an amendment is not effectuated, the Parties shall discuss in good faith whether it is commercially advisable to defend against such claim, action, suit or other proceeding. Following such discussion, (i) if Acquiror determines in its good faith commercial judgment that it is advisable to defend against such claim, action, suit or other proceeding, Acquiror shall have the right to assume and direct the defense of such claim, action, suit or other proceeding and AT&T shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Acquiror, and (ii) if Acquiror determines in its good faith commercial judgment that it is not advisable to defend against such claim, action, suit or other proceeding, Acquiror shall promptly after making such determination deliver to AT&T written notice describing in reasonable detail the reasons for such determination, and AT&T and its Affiliates may assume and direct such defense if the basis for Acquiror’s determination was related to other arrangements with the applicable Ground Lessors, but otherwise AT&T and its Affiliates shall not assume, direct or pursue any such defense. The fees and expenses of counsel employed by (i) Acquiror in assuming and directing the defense of any such claims, actions, suits or other proceedings in the circumstances described in clause (i) of the preceding sentence and (ii) AT&T in assuming and directing the defense of any such claims, actions, suits or other proceedings in the circumstances described in clause (ii) of the preceding sentence, shall in each case be shared equally by AT&T and Acquiror. In no event may (A) a Party agree to amend any such Ground Lease or otherwise take any action reasonably likely to become due and payable adversely affect such Ground Lease without the consent of Acquiror, (B) a Party settle, compromise or discharge such claims, actions, suits or other proceedings without the consent of the other Parties, in each case such consent not to be unreasonably withheld, delayed or conditioned, or (C) a Party enter into any settlement, agreement, arrangement or understanding in connection with any such claim, action, suit or other proceeding that would result in the payment of any Transaction Revenue Sharing Payments without the prior written consent of the other Parties, such consent not to be unreasonably withheld, delayed or conditioned. (b) Notwithstanding anything in Section 9.10(a) to the contrary, in the event that (i) the applicable Ground Lessor with respect to any MPL Site following the consummation of the transactions contemplated by this Agreement and the Collateral Agreementshas threatened or commenced a claim, the AT&T Parties and the AT&T Newcos shall have the rightaction, in their discretion but in consultation with Acquiror and the Tower Operator, prior to the Initial Closing, to designate such MPL Site as a Sale Site suit or as an Excluded Site pursuant to Section 4.3(b)(vi); provided that such designation shall eliminate, in the reasonable determination of Acquiror and AT&T, the grounds for such Transaction Revenue Sharing Payment with respect to such MPL Site. In addition, if Acquiror or the Tower Operator reasonably determines in good faith other proceeding claiming that Transaction Revenue Sharing Payments are reasonably likely owed to become due it, (ii) no such Transaction Revenue Sharing Payments have theretofore been previously paid to such Ground Lessor and payable with respect to any MPL Site following the consummation of the transactions contemplated by this Agreement and the Collateral Agreements, Acquiror, (iii) Acquiror or the Tower Operator and, have taken actions after the Initial Closing Date, the Sale Site Subsidiaries shall have the right, in their sole discretion, (i) prior to the Initial Closing, to designate such MPL Site as a Managed MPL Site and (ii) after the Initial Closing, to rescind the transaction that occurred with respect to such MPL Site at the applicable Closing and designate and treat in connection with potentially acquiring such MPL Site as a Managed Site, in which case then AT&T and its Affiliates may, at their own expense, assume and direct the AT&T Parties defense of such claim, action, suit or proceeding and the AT&T Newcos Acquiror shall grant to the Tower Operator, pursuant to the Management Agreement, have the right to operate such Site as a Managed Site and administer the related Collocation Agreements; provided that, upon the exercise of such right, the AT&T Parties and the AT&T Newcos shall take all actions and execute all documents reasonably necessary (and any necessary amendments to existing documents as appropriate) to ensure that the Parties are participate in the same legal position as they would have been if such Site were originally a Managed Site. In furtherance of defense thereof and to employ counsel, at its own expense, separate from the foregoing, the Parties shall execute counsel employed by AT&T and deliver, as applicable, (A) amended schedules and exhibits to the MPL, (B) amended schedules and exhibits to the applicable MLA, (C) amended schedules and exhibits to the Management Agreement and (D) amended schedules or exhibits to all other applicable Collateral Agreementsits Affiliates.

Transaction Revenue Sharing Payments. (a) Subject to Section 9.10, each Party shall promptly notify the other Parties in In the event that any claim, action, suit or other proceeding by any Ground Lessor makes a claim or demand for a Transaction Revenue Sharing Payment. (b) If the AT&T Parties reasonably determine in good faith other Person is threatened or commenced which claims that Transaction Revenue Sharing Payments are owed as a result of the payment contemplated by Section 2.2(b) and Section 3.2, each Party agrees to promptly notify the other Parties and agrees to reasonably cooperate and use commercially reasonable efforts to jointly negotiate with such Ground Lessor or other Person to amend the applicable Ground Lease to minimize the amount of Transaction Revenue Sharing Payments under such Ground Lease payable as a result of, or otherwise triggered by, the payment contemplated by Section 2.2(b) and Section 3.2. If such an amendment is not effectuated, the Parties shall discuss in good faith whether it is commercially advisable to defend against such claim, action, suit or other proceeding. Following such discussion, (i) if Acquiror determines in its good faith commercial judgment that it is advisable to defend against such claim, action, suit or other proceeding, Acquiror shall have the right to assume and direct the defense of such claim, action, suit or other proceeding and Verizon shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Acquiror, and (ii) if Acquiror determines in its good faith commercial judgment that it is not advisable to defend against such claim, action, suit or other proceeding, Acquiror shall promptly after making such determination deliver to Verizon written notice describing in reasonable detail the reasons for such determination, and Verizon and its Affiliates may assume and direct such defense if the basis for Acquiror’s determination was related to other arrangements with the applicable Ground Lessors, but otherwise Verizon and its Affiliates shall not assume, direct or pursue any such defense. The fees and expenses of counsel employed by (i) Acquiror in assuming and directing the defense of any such claims, actions, suits or other proceedings in the circumstances described in clause (i) of the preceding sentence and (ii) Verizon in assuming and directing the defense of any such claims, actions, suits or other proceedings in the circumstances described in clause (ii) of the preceding sentence, shall in each case be shared equally by Verizon and Acquiror. In no event may (A) a Party agree to amend any such Ground Lease or otherwise take any action reasonably likely to become due and payable adversely affect such Ground Lease without the consent of Acquiror, (B) a Party settle, compromise or discharge such claims, actions, suits or other proceedings without the consent of the other Parties, in each case such consent not to be unreasonably withheld, delayed or conditioned, or (C) a Party enter into any settlement, agreement, arrangement or understanding in connection with any such claim, action, suit or other proceeding that would result in the payment of any Transaction Revenue Sharing Payments without the prior written consent of the other Parties, such consent not to be unreasonably withheld, delayed or conditioned. (b) Notwithstanding anything in Section 9.10(a) to the contrary, in the event that (i) the applicable Ground Lessor with respect to any MPL Site following the consummation of the transactions contemplated by this Agreement and the Collateral Agreementshas threatened or commenced a claim, the AT&T Parties and the AT&T Newcos shall have the rightaction, in their discretion but in consultation with Acquiror and the Tower Operator, prior to the Initial Closing, to designate such MPL Site as a Sale Site suit or as an Excluded Site pursuant to Section 4.3(b)(vi); provided that such designation shall eliminate, in the reasonable determination of Acquiror and AT&T, the grounds for such Transaction Revenue Sharing Payment with respect to such MPL Site. In addition, if Acquiror or the Tower Operator reasonably determines in good faith other proceeding claiming that Transaction Revenue Sharing Payments are reasonably likely owed to become due it, (ii) no such Transaction Revenue Sharing Payments have theretofore been previously paid to such Ground Lessor and payable with respect to any MPL Site following the consummation of the transactions contemplated by this Agreement and the Collateral Agreements, Acquiror, (iii) Acquiror or the Tower Operator and, have taken actions after the Initial Closing Date, the Sale Site Subsidiaries shall have the right, in their sole discretion, (i) prior to the Initial Closing, to designate such MPL Site as a Managed MPL Site and (ii) after the Initial Closing, to rescind the transaction that occurred with respect to such MPL Site at the applicable Closing and designate and treat in connection with potentially acquiring such MPL Site as a Managed Site, in which case then Verizon and its Affiliates may, at their own expense, assume and direct the AT&T Parties defense of such claim, action, suit or proceeding and the AT&T Newcos Acquiror shall grant to the Tower Operator, pursuant to the Management Agreement, have the right to operate such Site as a Managed Site and administer the related Collocation Agreements; provided that, upon the exercise of such right, the AT&T Parties and the AT&T Newcos shall take all actions and execute all documents reasonably necessary (and any necessary amendments to existing documents as appropriate) to ensure that the Parties are participate in the same legal position as they would have been if such Site were originally a Managed Site. In furtherance of defense thereof and to employ counsel, at its own expense, separate from the foregoing, the Parties shall execute counsel employed by Verizon and deliver, as applicable, (A) amended schedules and exhibits to the MPL, (B) amended schedules and exhibits to the applicable MLA, (C) amended schedules and exhibits to the Management Agreement and (D) amended schedules or exhibits to all other applicable Collateral Agreementsits Affiliates.

Transaction Revenue Sharing Payments. (a) Subject to Section 9.10, The Parties acknowledge and agree that it is in the best interests of each Party to determine on or prior to the Initial Closing Date whether any Transaction Revenue Sharing Payments exist or could reasonably be expected to become due and payable and, where possible, to quantify the amounts thereof. As a result, prior to the Initial Closing, the T-Mobile Parties shall use commercially reasonable efforts to identify any such Transaction Revenue Sharing Payments and notify Crown thereof. Each Party shall further promptly notify the other Parties in the event that any Ground Lessor makes a claim or demand for a Transaction Revenue Sharing Payment. (b) If the AT&T T-Mobile Parties reasonably determine and in good faith determine that Transaction Revenue Sharing Payments are reasonably likely to become due and payable with respect to any MPL Site following the consummation of the transactions contemplated by this Agreement and the Collateral Agreements, the AT&T T-Mobile Parties and the AT&T Newcos T-Mobile SPEs shall have the right, in their discretion but in consultation with Acquiror Crown and the Tower Operator, prior to the Initial Closing, to designate such MPL Site as a Sale Site or as an Excluded Site pursuant to Section 4.3(b)(vi); provided that such designation shall eliminate, in the reasonable determination of Acquiror and AT&T, the grounds for such Transaction Revenue Sharing Payment with respect to such MPL Site. In addition, if Acquiror or the Tower Operator reasonably determines in good faith that Transaction Revenue Sharing Payments are reasonably likely to become due and payable with respect to any MPL Site following the consummation of the transactions contemplated by this Agreement and the Collateral Agreements, Acquiror, the Tower Operator and, after the Initial Closing Date, the Sale Site Subsidiaries shall have the right, in their sole discretion, (i) prior to the Initial Closing, to designate such MPL Site as a Managed MPL Site, a Sale Site or an Excluded Site and (ii) after the Initial Closing, to rescind the transaction that occurred with respect to such MPL Site at the applicable Closing and (x) designate and treat such MPL Site as a Managed Site, in which case the AT&T Parties Site and the AT&T Newcos shall grant to the Tower OperatorOperator or the applicable Sale Site Subsidiary, as applicable, pursuant to the Management Agreement, the right to operate such Site as a Managed Site and administer the related Collocation AgreementsAgreements or (y) designate and treat such MPL Site as an Assignable Site and sell, assign and transfer such Site to the applicable Sale Site Subsidiary pursuant to this Agreement or similar purchase and sale documentation that is reasonably satisfactory to the Tower Operator; provided that, in each case, such designation and, if applicable, the rescission of such transactions shall eliminate, in the reasonable determination of Crown and T-Mobile, the grounds for such Transaction Revenue Sharing Payment with respect to such MPL Site; and provided further that, in the case of a rescission and re-designation of an MPL Site following the Initial Closing, (A) such re-designation would not have resulted in the failure of either the Minimum Lease Site and Assignable Site Closing Condition or the Minimum Contributable Site and Assignable Site Closing Condition as of the Initial Closing Date if such MPL Site had been initially designated as such by the T-Mobile Parties at the Initial Closing, (B) upon the exercise of such right, the AT&T T-Mobile Parties and the AT&T Newcos T-Mobile SPEs shall, in the case of a rescission and the re-designation of a Lease Site as a Managed Site, promptly (but in no event later than two business days following request therefor) refund to Crown the Deferred Managed Site Consideration for such Site (if a positive number), together with interest thereon at the Interest Rate, calculated on the basis of the actual number of days elapsed divided by 360, from the date of payment of the Closing Lease Site Rent for such Site to the date of refund (provided that if the Deferred Managed Site Consideration for such Site is a negative number, Crown shall pay the T-Mobile Parties and the T-Mobile SPEs an amount equal to the absolute value of the Deferred Managed Site Consideration for such Site, including interest thereon at the Interest Rate, calculated on the basis of the actual number of days elapsed divided by 360, from the date of payment of the Closing Lease Site Rent for such Site to the date of such payment), (C) in the case of a rescission and the re-designation of a Lease Site as an Assignable Site or an Managed MPL Site as a Sale Site, the sale, transfer and assignment of such Site to the applicable Sale Site Subsidiary shall be at no additional cost and expense to, and with no additional consideration to be paid by, Crown, and (D) upon the exercise of such right, the T-Mobile Parties and the T-Mobile SPEs shall take all other actions and execute all documents reasonably necessary (and any necessary amendments to existing documents documentation as appropriate) to ensure that the Parties are in the same legal and economic position as they would have been if such Site were originally a Managed Site or an Assignable Site, as the case may be. For the avoidance of doubt, notwithstanding anything to the contrary set forth herein, no MPL Site can be re-designated as a CA/NV Site. 50 (c) In furtherance of the foregoing, the Parties shall execute and deliver, as applicable, (A) amended schedules and exhibits notwithstanding anything to the MPLcontrary contained in this Agreement, the T-Mobile Parties and the T-Mobile SPE shall be responsible for reimbursing, and shall promptly (Bbut in no event later than 10 business days following request therefor) amended schedules reimburse, Crown and exhibits to the applicable MLA, (C) amended schedules Tower Operator for all costs and exhibits to expenses incurred by any of them in connection with the Management Agreement actions and (D) amended schedules or exhibits to all other applicable Collateral Agreements.transactions described in this Section 4.8. SECTION 4.9

Transaction Revenue Sharing Payments. (a) Subject to Section 9.10, The Parties acknowledge and agree that it is in the best interests of each Party to determine on or prior to the Initial Closing Date whether any Transaction Revenue Sharing Payments exist or could reasonably be expected to become due and payable and, where possible, to quantify the amounts thereof. As a result, prior to the Initial Closing, the T‑Mobile Parties shall use commercially reasonable efforts to identify any such Transaction Revenue Sharing Payments and notify Crown thereof. Each Party shall further promptly notify the other Parties in the event that any Ground Lessor makes a claim or demand for a Transaction Revenue Sharing Payment. (b) If the AT&T T-Mobile Parties reasonably determine and in good faith determine that Transaction Revenue Sharing Payments are reasonably likely to become due and payable with respect to any MPL Site following the consummation of the transactions contemplated by this Agreement and the Collateral Agreements, the AT&T T-Mobile Parties and the AT&T Newcos T-Mobile SPEs shall have the right, in their discretion but in consultation with Acquiror Crown and the Tower Operator, prior to the Initial Closing, to designate such MPL Site as a Sale Site or as an Excluded Site pursuant to Section 4.3(b)(vi); provided that such designation shall eliminate, in the reasonable determination of Acquiror and AT&T, the grounds for such Transaction Revenue Sharing Payment with respect to such MPL Site. In addition, if Acquiror or the Tower Operator reasonably determines in good faith that Transaction Revenue Sharing Payments are reasonably likely to become due and payable with respect to any MPL Site following the consummation of the transactions contemplated by this Agreement and the Collateral Agreements, Acquiror, the Tower Operator and, after the Initial Closing Date, the Sale Site Subsidiaries shall have the right, in their sole discretion, (i) prior to the Initial Closing, to designate such MPL Site as a Managed MPL Site, a Sale Site or an Excluded Site and (ii) after the Initial Closing, to rescind the transaction that occurred with respect to such MPL Site at the applicable Closing and (x) designate and treat such MPL Site as a Managed Site, in which case the AT&T Parties Site and the AT&T Newcos shall grant to the Tower OperatorOperator or the applicable Sale Site Subsidiary, as applicable, pursuant to the Management Agreement, the right to operate such Site as a Managed Site and administer the related Collocation AgreementsAgreements or (y) designate and treat such MPL Site as an Assignable Site and sell, assign and transfer such Site to the applicable Sale Site Subsidiary pursuant to this Agreement or similar purchase and sale documentation that is reasonably satisfactory to the Tower Operator; provided that, in each case, such designation and, if applicable, the rescission of such transactions shall eliminate, in the reasonable determination of Crown and T-Mobile, the grounds for such Transaction Revenue Sharing Payment with respect to such MPL Site; and provided further that, in the case of a rescission and re-designation of an MPL Site following the Initial Closing, (A) such re-designation would not have resulted in the failure of either the Minimum Lease Site and Assignable Site Closing Conditionor the Minimum Contributable Site and Assignable Site Closing Condition as of the Initial Closing Date if such MPL Site had been initially designated as such by the T-Mobile Parties at the Initial Closing, (B) upon the exercise of such right, the AT&T T-Mobile Parties and the AT&T Newcos T-Mobile SPEs shall, in the case of a rescission and the re-designation of a Lease Site as a Managed Site, promptly (but in no event later than two business days following request therefor) refund to Crown the Deferred Managed Site Consideration for such Site (if a positive number), together with interest thereon at the Interest Rate, calculated on the basis of the actual number of days elapsed divided by 360, from the date of payment of the Closing Lease Site Rent for such Site to the date of refund (provided that if the Deferred Managed Site Consideration for such Site is a negative number, Crown shall pay the T-Mobile Parties and the T-Mobile SPEs an amount equal to the absolute value of the Deferred Managed Site Consideration for such Site, including interest thereon at the Interest Rate, calculated on the basis of the actual number of days elapsed divided by 360, from the date of payment of the Closing Lease Site Rent for such Site to the date of such payment), (C) in the case of a rescission and the re-designation of a Lease Site as an Assignable Site or an Managed MPL Site as a Sale Site, the sale, transfer and assignment of such Site to the applicable Sale Site Subsidiary shall be at no additional cost and expense to, and with no additional consideration to be paid by, Crown, and (D) upon the exercise of such right, the T‑Mobile Parties and the T-Mobile SPEs shall take all other actions and execute all documents reasonably necessary (and any necessary amendments to existing documents documentation as appropriate) to ensure that the Parties are in the same legal and economic position as they would have been if such Site were originally a Managed Site or an Assignable Site, as the case may be. For the avoidance of doubt, notwithstanding anything to the contrary set forth herein, no MPL Site can be re-designated as a CA/NV Site. (c) In furtherance of the foregoing, the Parties shall execute and deliver, as applicable, (A) amended schedules and exhibits notwithstanding anything to the MPLcontrary contained in this Agreement, the T-Mobile Parties and the T-Mobile SPE shall be responsible for reimbursing, and shall promptly (Bbut in no event later than 10 business days following request therefor) amended schedules reimburse, Crown and exhibits to the applicable MLA, (C) amended schedules Tower Operator for all costs and exhibits to expenses incurred by any of them in connection with the Management Agreement actions and (D) amended schedules or exhibits to all other applicable Collateral Agreementstransactions described in this Section 4.8.

Transaction Revenue Sharing Payments. (a) Subject to Section 9.10, The Parties acknowledge and agree that it is in the best interests of each Party to determine on or prior to the Initial Closing Date whether any Transaction Revenue Sharing Payments exist or could reasonably be expected to become due and payable and, where possible, to quantify the amounts thereof. As a result, prior to the Initial Closing, the T-Mobile Parties shall use commercially reasonable efforts to identify any such Transaction Revenue Sharing Payments and notify Crown thereof. Each Party shall further promptly notify the other Parties in the event that any Ground Lessor makes a claim or demand for a Transaction Revenue Sharing Payment. (b) If the AT&T T-Mobile Parties reasonably determine and in good faith determine that Transaction Revenue Sharing Payments are reasonably likely to become due and payable with respect to any MPL Site following the consummation of the transactions contemplated by this Agreement and the Collateral Agreements, the AT&T T-Mobile Parties and the AT&T Newcos T-Mobile SPEs shall have the right, in their discretion but in consultation with Acquiror Crown and the Tower Operator, prior to the Initial Closing, to designate such MPL Site as a Sale Site or as an Excluded Site pursuant to Section 4.3(b)(vi); provided that such designation shall eliminate, in the reasonable determination of Acquiror and AT&T, the grounds for such Transaction Revenue Sharing Payment with respect to such MPL Site. In addition, if Acquiror or the Tower Operator reasonably determines in good faith that Transaction Revenue Sharing Payments are reasonably likely to become due and payable with respect to any MPL Site following the consummation of the transactions contemplated by this Agreement and the Collateral Agreements, Acquiror, the Tower Operator and, after the Initial Closing Date, the Sale Site Subsidiaries shall have the right, in their sole discretion, (i) prior to the Initial Closing, to designate such MPL Site as a Managed MPL Site, a Sale Site or an Excluded Site and (ii) after the Initial Closing, to rescind the transaction that occurred with respect to such MPL Site at the applicable Closing and (x) designate and treat such MPL Site as a Managed Site, in which case the AT&T Parties Site and the AT&T Newcos shall grant to the Tower OperatorOperator or the applicable Sale Site Subsidiary, as applicable, pursuant to the Management Agreement, the right to operate such Site as a Managed Site and administer the related Collocation AgreementsAgreements or (y) designate and treat such MPL Site as an Assignable Site and sell, assign and transfer such Site to the applicable Sale Site Subsidiary pursuant to this Agreement or similar purchase and sale documentation that is reasonably satisfactory to the Tower Operator; provided that, in each case, such designation and, if applicable, the rescission of such transactions shall eliminate, in the reasonable determination of Crown and T-Mobile, the grounds for such Transaction Revenue Sharing Payment with respect to such MPL Site; and provided further that, in the case of a rescission and re-designation of an MPL Site following the Initial Closing, (A) such re-designation would not have resulted in the failure of either the Minimum Lease Site and Assignable Site Closing Condition or the Minimum Contributable Site and Assignable Site Closing Condition as of the Initial Closing Date if such MPL Site had been initially designated as such by the T-Mobile Parties at the Initial Closing, (B) upon the exercise of such right, the AT&T T-Mobile Parties and the AT&T Newcos T-Mobile SPEs shall, in the case of a rescission and the re-designation of a Lease Site as a Managed Site, promptly (but in no event later than two business days following request therefor) refund to Crown the Deferred Managed Site Consideration for such Site (if a positive number), together with interest thereon at the Interest Rate, calculated on the basis of the actual number of days elapsed divided by 360, from the date of payment of the Closing Lease Site Rent for such Site to the date of refund (provided that if the Deferred Managed Site Consideration for such Site is a negative number, Crown shall pay the T-Mobile Parties and the T-Mobile SPEs an amount equal to the absolute value of the Deferred Managed Site Consideration for such Site, including interest thereon at the Interest Rate, calculated on the basis of the actual number of days elapsed divided by 360, from the date of payment of the Closing Lease Site Rent for such Site to the date of such payment), (C) in the case of a rescission and the re-designation of a Lease Site as an Assignable Site or an Managed MPL Site as a Sale Site, the sale, transfer and assignment of such Site to the applicable Sale Site Subsidiary shall be at no additional cost and expense to, and with no additional consideration to be paid by, Crown, and (D) upon the exercise of such right, the T-Mobile Parties and the T-Mobile SPEs shall take all other actions and execute all documents reasonably necessary (and any necessary amendments to existing documents documentation as appropriate) to ensure that the Parties are in the same legal and economic position as they would have been if such Site were originally a Managed Site or an Assignable Site, as the case may be. For the avoidance of doubt, notwithstanding anything to the contrary set forth herein, no MPL Site can be re-designated as a CA/NV Site. (c) In furtherance of the foregoing, the Parties shall execute and deliver, as applicable, (A) amended schedules and exhibits notwithstanding anything to the MPLcontrary contained in this Agreement, the T-Mobile Parties and the T-Mobile SPE shall be responsible for reimbursing, and shall promptly (Bbut in no event later than 10 business days following request therefor) amended schedules reimburse, Crown and exhibits to the applicable MLA, (C) amended schedules Tower Operator for all costs and exhibits to expenses incurred by any of them in connection with the Management Agreement actions and (D) amended schedules or exhibits to all other applicable Collateral Agreementstransactions described in this Section 4.8.