Common use of Leasing Structure; Commitment Clause in Contracts

Leasing Structure; Commitment. LICENSOR has a portfolio of approximately 4,400 Sites. Pursuant to the terms and conditions of this MLA, LICENSOR will lease or license to LICENSEE the following Sites: (i) The two thousand and fifteen (2,015) Sites (“Commitment”) identified in Exhibit H (the “Committed Sites”); provided, however, the Sites on Exhibit H are subject to change as a result of (A) Substitutions permitted in Section 1(e)(iv) and (B) reductions to the Commitment as set forth in Section 1(e)(v); (ii) The (A) approximate eighteen hundred (1,800) Sites set forth in Part A of Exhibit J (each individually an “Interim New Site” and collectively the “Interim New Sites”) and (B) approximate six hundred (600) Sites set forth in Part B of Exhibit J which share the same Tower and Real Property as an Existing Site (defined below) (each individually an “Interim Existing Site” and collectively the “Interim Existing Sites”). The Interim New Sites and the Interim Existing Sites are collectively referred to herein as the “Interim Sites” and each individually an “Interim Site.” In addition to the terms herein, the Interim Sites shall be subject to the terms set forth in Exhibit E. For the avoidance of doubt, with respect to Interim Existing Sites, this MLA and Exhibit E only governs the space on the Tower and Real Property utilized by LICENSOR immediately prior to the closing of the SPA and as further provided in Section 1(f) below, it does not modify or replace the rights and obligations granted to LICENSEE or its Subsidiary or Affiliate to use the Existing T-Mobile Space (defined in Exhibit E) on the same Tower and Real Property pursuant to the Existing Lease (i.e., each are distinct collocation spaces), except as otherwise provided in Exhibit E. (iii) LICENSEE may replace or add to the Committed Sites, rights to utilize additional Towers (A) through the Conversion of Interim Sites as provided in Exhibit E and (B) by adding new Sites as provided in Section 9(a)(i) of this MLA (any such new Site shall thereafter be a Committed Site if replaced or referred to as an “Additional Site” if the Site is more than the Commitment). (iv) The Sites on Exhibit H represent a “proxy” list of Sites which LICENSEE is designating as Committed Sites on the Effective Date based on preliminary integration planning. Until the earlier of (A) thirty (30) months after the Effective Date or (B) LICENSEE’s completion of Integration at a Committed Site, LICENSEE may in its sole discretion from time to time replace on a one-for-one basis a Site designated on the Effective Date as a Committed Site on Exhibit H with a Site designated as an Interim New Site in Part A of Exhibit J (“Substitution”). Upon completion of the Substitution, the SLA Commencement Date for such Substitution Sites shall be the Effective Date irrespective of any delays or failures in executing any required documentation. Any increase or decrease, as applicable, to the License Fees owed for a Site subject to a Substitution shall become effective on the first day of the month following LICENSEE’s notice to LICENSOR of the Substitution. (v) If there are more than fifty (50) elections under Section 41(b) or 41(c) of this MLA for a Site which is an Anticipated Site when the Fee Modification Request was made, then for each election over the respective fifty (50) threshold, the Commitment required in Section 1(e)(i) above will be reduced on a one-for-one basis thereafter. If there are more than fifty (50) Anticipated Sites for which an SLA Consent or a Direct License is not obtained pursuant to Section 4(c) prior to or within ninety (90) days after the Effective Date, then for each non-obtainment over the respective fifty (50) threshold, the Commitment required in Section 1(e)(i) above will be reduced on a one-for-one basis thereafter. (vi) The Parties will endeavor to document the Premises and other applicable terms for each individual Committed Site and any Additional Site with an SLA on or after the Effective Date; provided, however, until such SLA is executed, the terms and conditions of this MLA will apply to such Committed Site, Additional Site or Interim Site as if there is an SLA for such Committed Site or Interim Site that commenced on this MLA’s Effective Date. There will be no documentation of an Interim Site except that the Parties may enter into an omnibus SLA with respect to the Interim Sites. For the avoidance of doubt, the Parties acknowledge that the number of Committed Sites will always equal the Commitment number. To the extent that the number of Committed Sites is less than the Commitment number LICENSEE shall designate an available Site (which shall not include an Interim Existing Site) as a Committed Site.