Common use of ASSIGNMENT AND ASSUMPTION OF GROUND LEASE Clause in Contracts

ASSIGNMENT AND ASSUMPTION OF GROUND LEASE. In the event that Tower Company accepts the Applicable Tower Site for development pursuant to paragraph 2.1 of this Agreement, and Carrier has entered a Ground Lease with the Ground Lessor, Carrier shall assign to Tower Company and Tower Company shall assume and agree to be bound, by the Ground Lease, together with the Easements to the Property pursuant to the Assignment and the relationship of the parties with regard to the Applicable Tower Site shall thereafter be governed by this Agreement. In the event that the Ground Lessor must consent to the assignment of the Ground Lease, the Assignment (and assumption on the part of Tower Company) shall be contingent upon the delivery of the consent of the Ground Landlord to the Assignment in substantially the form of the consent provided in the Estoppel Certificate attached hereto as Attachment "III" and such consent shall be a condition precedent to the Assignment. The form of the Assignment by which Carrier assigns the Ground Lease and any Easements to Tower Company shall be substantially the same form as that which is attached hereto as Attachment "I". The Assignment shall be executed by Carrier and Tower Company in three (3) counterpart originals, and one original execution copy shall be delivered to Carrier and two (2) original execution copies shall be delivered to Tower Company simultaneously with the assignment of the Pre-Development Information. In addition thereto, Tower Company and Carrier shall execute a Memorandum of Assignment in substantially the form of Attachment "II" to be recorded in the office of the property records in the County where the Property is located. The Memorandum of Assignment shall be executed and delivered to Tower Company simultaneously with the Assignment. Tower Company shall send the Memorandum of Assignment to the appropriate recording office for recording prior to the commencement of construction of the Tower Facilities as commencement of construction is defined in any mechanics or materialman's lien statute in the state where the Property is located (provided that Tower Company receives the Memorandum of Assignment executed by Carrier prior to such time). In addition thereto, Tower Company and Carrier shall use reasonable efforts to obtain from the Ground Lessor, a release of Carrier from all liabilities under the Ground Lease and shall include such release language in the Estoppel Certificate which is attached hereto as Attachment "III". Tower Company and Carrier shall exercise reasonable efforts to obtain an estoppel certificate from the Ground Lessor in substantially the form of the estoppel certificate attached hereto as Attachment "III." Tower Company shall and hereby agrees to hold Carrier harmless and indemnify Carrier from any and all claims, losses, obligations, damages, costs or expenses ever suffered, threatened or incurred by Carrier by reason of any act or omission of Tower Company under the Ground Lease from and after the date of the assignment, including without limitation, any default under the Ground Lease. Carrier shall and hereby agrees to hold Tower Company harmless and indemnify Tower Company from any and all claims, losses, obligations, damages, costs or expenses ever suffered, threatened or incurred by Tower Company by reason of any act or omission of Carrier under the Ground Lease before the date of the assignment, including without limitation, any default under the Ground Lease.

ASSIGNMENT AND ASSUMPTION OF GROUND LEASE. In At Closing, CC shall convey the event that Tower Company accepts the Applicable Tower Site for development pursuant Leasehold Interest to paragraph 2.1 of this AgreementBuyer, and Carrier has entered a Ground Lease with the Ground Lessor, Carrier shall assign to Tower Company and Tower Company Buyer shall assume and agree to be bound, by the Ground Lease, together with the Easements to the Property pursuant to the Assignment and the relationship all of the parties with regard to the Applicable Tower Site shall thereafter be governed by this Agreement. In the event that the Ground Lessor must consent to the assignment of the Ground Lease, the Assignment (and assumption on the part of Tower Company) shall be contingent upon the delivery of the consent of the Ground Landlord to the Assignment in substantially the form of the consent provided in the Estoppel Certificate attached hereto as Attachment "III" and such consent shall be a condition precedent to the Assignment. The form of the Assignment by which Carrier assigns the Ground Lease and any Easements to Tower Company shall be substantially the same form as that which is attached hereto as Attachment "I". The Assignment shall be executed by Carrier and Tower Company in three (3) counterpart originals, and one original execution copy shall be delivered to Carrier and two (2) original execution copies shall be delivered to Tower Company simultaneously with the assignment of the Pre-Development Information. In addition thereto, Tower Company and Carrier shall execute a Memorandum of Assignment in substantially the form of Attachment "II" to be recorded in the office of the property records in the County where the Property is located. The Memorandum of Assignment shall be executed and delivered to Tower Company simultaneously with the Assignment. Tower Company shall send the Memorandum of Assignment to the appropriate recording office for recording prior to the commencement of construction of the Tower Facilities as commencement of construction is defined in any mechanics or materialmanSeller's lien statute in the state where the Property is located (provided that Tower Company receives the Memorandum of Assignment executed by Carrier prior to such time). In addition thereto, Tower Company and Carrier shall use reasonable efforts to obtain from the Ground Lessor, a release of Carrier from all liabilities obligations under the Ground Lease arising from and shall include such release language after Closing, by an Assignment and Assumption of Ground Lease substantially in the Estoppel Certificate which is form attached hereto as Attachment EXHIBIT "III4" (the ". Tower Company Assignment and Carrier shall exercise reasonable efforts to obtain an estoppel certificate from the Assumption of Ground Lessor in substantially the form Lease"), free and clear of the estoppel certificate attached hereto as Attachment "III." Tower Company shall and hereby agrees to hold Carrier harmless and indemnify Carrier from any and all claimsMonetary Liens created or suffered by CC and all other liens, lossesencumbrances and exceptions made or suffered by CC, obligationsother than (A) the Tenant Leases, damages(B) all exceptions (other than Monetary Liens) relating to the Leasehold Interest not disapproved by Buyer in accordance with Section 3(b) hereof, costs (C) all matters identified on the Survey or expenses ever sufferedthe Updated Survey not disapproved by Buyer in accordance with Section 3(b) hereof, threatened (D) applicable zoning and building ordinances and land use regulations, or incurred other governmental regulation restricting or regulating the use, occupancy and enjoyment of the Property, and (E) any other lien, encumbrance or matter approved (deemed approved) by Carrier Buyer prior to Closing or caused by reason of any act or omission of Tower Company under Buyer, its agents or representatives. The foregoing permitted exceptions to title are collectively referred to herein as the "Leasehold Interest Permitted Exceptions". The Leased Fee Interest Permitted Exceptions and the Leasehold Interest Permitted Exceptions are collectively referred to herein as the "Permitted Exceptions". Any provision to the contrary notwithstanding in this Agreement, the Deed, the Assignment and Assumption of Ground Lease from and after the date or any other Conveyance Document (as defined below), Seller shall have no obligation or liability to Buyer with respect to any of the assignmentPermitted Exceptions, including without limitationwhether or not all of the Permitted Exceptions are specifically referenced in the Deed, the Assignment and Assumption of Ground Lease or any default under other Conveyance Document, and further shall have no obligation or liability to Buyer with respect to such matters as and to the Ground Lease. Carrier shall and hereby agrees to hold Tower Company harmless and indemnify Tower Company from any and all claimsextent set forth in Section 5 hereof, losses, obligations, damages, costs or expenses ever suffered, threatened or incurred by Tower Company by reason irrespective of any act covenant or omission warranty of Carrier under Seller that may be contained in the Deed, the Assignment and Assumption of Ground Lease before the date or any other Conveyance Document. The provisions of the assignment, including without limitation, any default under the Ground Leasethis Section 3(d) shall survive Closing.

ASSIGNMENT AND ASSUMPTION OF GROUND LEASE. In the event that Tower Company accepts the Applicable Tower Site for development pursuant to paragraph Section 2.1 of this Agreement, and Carrier has entered a Ground Lease with the Ground Lessor, Carrier shall assign to Tower Company and Tower Company shall assume and agree to be bound, from and after the date of the Assignment, by the Ground Lease, together with the Easements to the Property pursuant to the Assignment and the relationship of the parties Carrier and Tower Company with regard to the Applicable Tower Site shall thereafter be governed by this Agreement. In the event that the Ground Lessor must consent to the assignment of the Ground Lease, the Assignment (and assumption on the part of Tower Company) shall be contingent upon the delivery of the consent of the Ground Landlord to the Assignment in substantially the form of the consent provided in the Estoppel Certificate attached hereto as Attachment "III" and such consent shall be a condition precedent to the Assignment. The form of the Assignment by which Carrier assigns the Ground Lease and any Easements to Tower Company shall be substantially the same form as that which is attached hereto as Attachment "I". The Assignment shall be executed by Carrier and Tower Company in three (3) counterpart originals, and one original execution copy shall be delivered to Carrier and two (2) original execution copies shall be delivered to Tower Company simultaneously with the assignment within ten (10) business days of Carrier's delivery of the Pre-Development InformationNotice of Acceptance. In addition thereto, Tower Company and Carrier shall execute a Memorandum of Assignment in substantially the form of Attachment "II" to be recorded in the office of the property records in the County where the Property is located. The Memorandum of Assignment shall be executed and delivered to Tower Company simultaneously with within ten (10) business days of Carrier's receipt of the AssignmentNotice of Acceptance. Provided that the Ground Lease is in the form of an option to lease and such option has not been exercised, Tower Company shall send record the Memorandum of Assignment to within fifteen (15) business days of the appropriate recording office for recording Notice of Acceptance, and in any event prior to the commencement of construction of the Tower Facilities as commencement of construction is defined in any mechanics or materialman's lien statute in the state where the Property is located (provided that Tower Company receives the Memorandum of Assignment executed by Carrier prior to such time)located. In addition thereto, Tower Company and Carrier shall use reasonable exercise their best efforts to obtain from the Ground Lessor, a release of Carrier from all liabilities under the Ground Lease and shall include such release language in the Estoppel Certificate which is attached hereto to the Assignment as Attachment Exhibit "IIIE". Tower Company Notwithstanding the foregoing provisions of this Section, the Assignment and Memorandum of Assignment are contingent upon the execution of the SLA by the Carrier and the execution of the SLA by the Carrier shall exercise reasonable efforts be a condition precedent to obtain an estoppel certificate the effectiveness of the Assignment. In the event that any Estoppel Certificate obtained from the Ground Lessor in substantially the form of the estoppel certificate attached hereto as Attachment "III." Tower Company shall and hereby agrees to hold Carrier harmless and indemnify Carrier from any and all claims, losses, obligations, damages, costs for such Site indicates that a default exists or expenses ever suffered, threatened or incurred by Carrier by reason of any act or omission of Tower Company may exist under the Ground Lease from and after on the date part of the assignmentlessee thereunder, including without limitation, any default under the Ground Lease. Carrier shall and hereby agrees to hold Tower Company harmless shall have the option to terminate the Assignment and indemnify Tower Company from any and all claims, losses, obligations, damages, costs or expenses ever suffered, threatened or incurred by Tower Company by reason Memorandum of any act or omission of Carrier under the Ground Lease before the date Assignment within ten (10) business days of the assignment, including without limitation, any default under receipt of the Ground Leasenotice of such alleged default.

ASSIGNMENT AND ASSUMPTION OF GROUND LEASE. In At Closing, CC shall convey the event that Tower Company accepts the Applicable Tower Site for development pursuant Leasehold Interest to paragraph 2.1 of this AgreementBuyer, and Carrier has entered a Ground Lease with the Ground Lessor, Carrier shall assign to Tower Company and Tower Company Buyer shall assume and agree to be bound, by the Ground Lease, together with the Easements to the Property pursuant to the Assignment and the relationship all of the parties with regard to the Applicable Tower Site shall thereafter be governed by this Agreement. In the event that the Ground Lessor must consent to the assignment of the Ground Lease, the Assignment (and assumption on the part of Tower Company) shall be contingent upon the delivery of the consent of the Ground Landlord to the Assignment in substantially the form of the consent provided in the Estoppel Certificate attached hereto as Attachment "III" and such consent shall be a condition precedent to the Assignment. The form of the Assignment by which Carrier assigns the Ground Lease and any Easements to Tower Company shall be substantially the same form as that which is attached hereto as Attachment "I". The Assignment shall be executed by Carrier and Tower Company in three (3) counterpart originals, and one original execution copy shall be delivered to Carrier and two (2) original execution copies shall be delivered to Tower Company simultaneously with the assignment of the Pre-Development Information. In addition thereto, Tower Company and Carrier shall execute a Memorandum of Assignment in substantially the form of Attachment "II" to be recorded in the office of the property records in the County where the Property is located. The Memorandum of Assignment shall be executed and delivered to Tower Company simultaneously with the Assignment. Tower Company shall send the Memorandum of Assignment to the appropriate recording office for recording prior to the commencement of construction of the Tower Facilities as commencement of construction is defined in any mechanics or materialmanSeller's lien statute in the state where the Property is located (provided that Tower Company receives the Memorandum of Assignment executed by Carrier prior to such time). In addition thereto, Tower Company and Carrier shall use reasonable efforts to obtain from the Ground Lessor, a release of Carrier from all liabilities obligations under the Ground Lease arising from and shall include such release language after Closing, by an Assignment and Assumption of Ground Lease substantially in the Estoppel Certificate which is form attached hereto as Attachment EXHIBIT "III4" (the ". Tower Company Assignment and Carrier shall exercise reasonable efforts to obtain an estoppel certificate from the Assumption of Ground Lessor in substantially the form Lease"), free and clear of the estoppel certificate attached hereto as Attachment "III." Tower Company shall and hereby agrees to hold Carrier harmless and indemnify Carrier from any and all claimsMonetary Liens created or suffered by CC and all other liens, lossesencumbrances and exceptions made or suffered by CC, obligationsother than (A) the Tenant Leases, damages(B) all exceptions of record (other than Monetary Liens) relating to the Leasehold Interest not disapproved by Buyer in accordance with Section 3(b) hereof, costs (C) all matters identified on the Existing Survey or expenses ever sufferedthe Updated Survey not disapproved by Buyer in accordance with Section 3(b) hereof, threatened (D) applicable zoning and building ordinances and land use regulations, or incurred other governmental regulation restricting or regulating the use, occupancy and enjoyment of the Property, and (E) any other lien, encumbrance or matter approved (deemed approved) by Carrier Buyer prior to Closing or caused by reason of any act or omission of Tower Company under Buyer, its agents or representatives. The foregoing permitted exceptions to title are collectively referred to herein as the "Leasehold Interest Permitted Exceptions". The Leased Fee Interest Permitted Exceptions and the Leasehold Interest Permitted Exceptions are collectively referred to herein as the "Permitted Exceptions". Any provision to the contrary notwithstanding in this Agreement, the Deed, the Assignment and Assumption of Ground Lease from and after the date or any other Conveyance Document (as defined below), Seller shall have no obligation or liability to Buyer with respect to any of the assignmentPermitted Exceptions, including without limitationwhether or not all of the Permitted Exceptions are specifically referenced in the Deed, the Assignment and Assumption of Ground Lease or any default under other Conveyance Document, and further shall have no obligation or liability to Buyer with respect to such matters as and to the Ground Lease. Carrier shall and hereby agrees to hold Tower Company harmless and indemnify Tower Company from any and all claimsextent set forth in Section 5 hereof, losses, obligations, damages, costs or expenses ever suffered, threatened or incurred by Tower Company by reason irrespective of any act covenant or omission warranty of Carrier under Seller that may be contained in the Deed, the Assignment and Assumption of Ground Lease before or any other Conveyance Document; provided, however, the date foregoing shall not limit Seller’s liability to Buyer for breaches by Seller of the assignment, including without limitation, any default under the Ground LeaseTenant Leases prior to Closing. The provisions of this Section 3(d) shall survive Closing.

ASSIGNMENT AND ASSUMPTION OF GROUND LEASE. In At Closing, CC shall convey the event that Tower Company accepts the Applicable Tower Site for development pursuant Leasehold Interest to paragraph 2.1 of this AgreementBuyer, and Carrier has entered a Ground Lease with the Ground Lessor, Carrier shall assign to Tower Company and Tower Company Buyer shall assume and agree to be bound, by the Ground Lease, together with the Easements to the Property pursuant to the Assignment and the relationship all of the parties with regard to the Applicable Tower Site shall thereafter be governed by this Agreement. In the event that the Ground Lessor must consent to the assignment of the Ground Lease, the Assignment (and assumption on the part of Tower Company) shall be contingent upon the delivery of the consent of the Ground Landlord to the Assignment in substantially the form of the consent provided in the Estoppel Certificate attached hereto as Attachment "III" and such consent shall be a condition precedent to the Assignment. The form of the Assignment by which Carrier assigns the Ground Lease and any Easements to Tower Company shall be substantially the same form as that which is attached hereto as Attachment "I". The Assignment shall be executed by Carrier and Tower Company in three (3) counterpart originals, and one original execution copy shall be delivered to Carrier and two (2) original execution copies shall be delivered to Tower Company simultaneously with the assignment of the Pre-Development Information. In addition thereto, Tower Company and Carrier shall execute a Memorandum of Assignment in substantially the form of Attachment "II" to be recorded in the office of the property records in the County where the Property is located. The Memorandum of Assignment shall be executed and delivered to Tower Company simultaneously with the Assignment. Tower Company shall send the Memorandum of Assignment to the appropriate recording office for recording prior to the commencement of construction of the Tower Facilities as commencement of construction is defined in any mechanics or materialmanSeller's lien statute in the state where the Property is located (provided that Tower Company receives the Memorandum of Assignment executed by Carrier prior to such time). In addition thereto, Tower Company and Carrier shall use reasonable efforts to obtain from the Ground Lessor, a release of Carrier from all liabilities obligations under the Ground Lease arising from and shall include such release language after Closing, by an Assignment and Assumption of Ground Lease substantially in the Estoppel Certificate which is form attached hereto as Attachment EXHIBIT "III4" (the ". Tower Company Assignment and Carrier shall exercise reasonable efforts to obtain an estoppel certificate from the Assumption of Ground Lessor in substantially the form Lease"), free and clear of the estoppel certificate attached hereto as Attachment "III." Tower Company shall and hereby agrees to hold Carrier harmless and indemnify Carrier from any and all claimsMonetary Liens created or suffered by CC and all other liens, lossesencumbrances and exceptions made or suffered by CC, obligationsother than (A) the Tenant Leases, damages(B) all exceptions (other than Monetary Liens) relating to the Leasehold Interest other than those that Seller removes pursuant to Section 3(b) hereof, costs if any, (C) all matters identified on the Survey or expenses ever sufferedthe Updated Survey other than those that Seller removes pursuant to Section 3(b) hereof, threatened if any, (D) applicable zoning and building ordinances and land use regulations, or incurred other governmental regulation restricting or regulating the use, occupancy and enjoyment of the Property, and (E) any other lien, encumbrance or matter approved (or deemed approved pursuant to this Agreement) by Carrier Buyer prior to Closing or caused by reason of any act or omission of Tower Company under Buyer, its agents or representatives. The foregoing permitted exceptions to title are collectively referred to herein as the "Leasehold Interest Permitted Exceptions". The Leased Fee Interest Permitted Exceptions and the Leasehold Interest Permitted Exceptions are collectively referred to herein as the "Permitted Exceptions". Any provision to the contrary notwithstanding in this Agreement, the Deed, the Assignment and Assumption of Ground Lease from and after the date or any other Conveyance Document (as defined below), Seller shall have no obligation or liability to Buyer with respect to any of the assignmentPermitted Exceptions, including without limitationwhether or not all of the Permitted Exceptions are specifically referenced in the Deed, the Assignment and Assumption of Ground Lease or any default under other Conveyance Document, 3102/001/109971.10 and further shall have no obligation or liability to Buyer with respect to such matters as and to the Ground Lease. Carrier shall and hereby agrees to hold Tower Company harmless and indemnify Tower Company from any and all claimsextent set forth in Section 5 hereof, losses, obligations, damages, costs or expenses ever suffered, threatened or incurred by Tower Company by reason irrespective of any act covenant or omission warranty of Carrier under Seller that may be contained in the Deed, the Assignment and Assumption of Ground Lease before the date or any other Conveyance Document. The provisions of the assignment, including without limitation, any default under the Ground Leasethis Section 3(d) shall survive Closing.