Fill and Sign the Collateral Assignment 497333485 Form

COLLATERAL ASSIGNMENT OF LEASE THIS COLLATERAL ASSIGNMENT OF LEASE (this A Assignment @ ), is made as of _________ __, 20___, by __________________________________, a _____________ limited liability company (the A Company @ ), in favor of , a _____________ corporation, individually and in its capacity as Agent for the lenders from time to time parties to the Credit Agreement (defned below) ( A Lenders @ ). W I T N E S S E T H : WHEREAS , the Company, by assignment from _____________, and ______________, individual residents of the State of ______________ ( A Landlord @ ), are parties to that certain Tower Site Lease Agreement dated as of _________ __, _____ (as amended, restated, supplemented or otherwise modifed from time to time, the A Lease @ ) pursuant to which the Company has leased the property described on Exhibit A attached hereto (the A Property @ ); WHEREAS, , a _____________ corporation, the Company (collectively, the A Borrowers @ ), the other credit parties signatory thereto, Agent and Lenders have entered into an Amended and Restated Credit Agreement dated on or about the date hereof (including all annexes, exhibits and schedules thereto, as from time to time amended, restated, supplemented or otherwise modifed, the A Credit Agreement @ ; capitalized terms used herein and not otherwise defned shall have the meaning given to such terms in the Credit Agreement), pursuant to which the Lenders have agreed to make certain fnancing accommodations to the Borrowers; WHEREAS, it is a condition precedent to the Lenders = obligations under the Credit Agreement that the Company, with the consent of the Landlord, enter into this Assignment, pursuant to which the Company shall pledge and collaterally assign to the Agent, for its beneft and the beneft of the Lenders, all of its right, title and interest in and to the Lease, and the Company desires to satisfy such condition precedent; NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufciency of which are hereby acknowledged, the Company agrees as follows: 9796 As security for all obligations of the Borrowers under the Credit Agreement and all other obligations of the Borrowers under the other Credit Documents (the A Obligations @ ), the Company collaterally assigns, pledges and transfers to the Agent, for its benefit and the ratable benefit of the Lenders, and grants to the Agent, for its benefit and the benefit of the Lenders, a security interest in all of its right, remedies (at law or in equity), title and interest in and to (a) the Lease and (b) all proceeds thereof, including without limitation, its rights and remedies with respect to any breach by the Landlord of any of its representations, warranties, covenants and obligations under the Lease. Without limiting the generality of the foregoing, as security for the Obligations, the Company specifically collaterally assigns, pledges and transfers to the Agent, for its benefit and the benefit of the Lenders, and grants to the Agent, for its benefit and the benefit of the Lenders, a security interest in all rights of the Company to receive any sums of money or property in connection with the Lease, provided , that so long as no Event of Default has occurred and is continuing, the Company shall be entitled to collect and receive for its own use monies paid under and in respect of the Lease. 1 So long as no Event of Default has occurred and is continuing, insofar as the Company may have any right, privilege or claim under the Lease, the Company will use prudent business judgment concerning its enforcement of such rights. 9797 Upon the occurrence and during the continuance of an Event of Default, the Agent shall have the right, power and authority to (a) declare this Assignment to be unconditional and absolute, and thereby succeed fully to all of the Company = s right, remedies, title and interest in, to and under the Lease, (b) notify the Landlord that the Lease has been assigned to the Agent, whether or not the Agent has commenced or completed foreclosure or taken possession thereof; and (c) to the extent permitted by applicable laws, exercise all rights of the Company under the Lease. In furtherance of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Company hereby irrevocably authorizes and empowers the Agent, in its sole discretion, to assert, either directly or on behalf of the Company, any right, privilege or claim which the Company then or thereafter may have under the Lease, as the Agent may deem proper, and to receive and collect any and all damages, awards and other monies resulting therefrom and to apply the proceeds thereof against any Obligations then outstanding. Nothing herein shall be construed to require the Agent to take any action in respect of the Lease, whether for the account of the Company or otherwise. 9798 The Company hereby irrevocably makes, constitutes and appoints the Agent (and all officers, employees or agents designated by the Agent) as its true and lawful attorney - in - fact for the purposes of enabling the Agent or its agent or designee to exercise its rights under Section 3 hereof. 9799 The Company shall keep the Agent informed of all circumstances which have a material and adverse effect upon the exercise of its rights and remedies under the Lease. In any event, the Company shall not release, cancel, sell, compromise, waive, amend, alter or modify the Lease except to the extent not prohibited by the Credit Agreement, without first obtaining the prior written consent of the Agent on behalf of the Lenders. 9800 The Company expressly acknowledges and agrees that it remains liable under the Lease, to observe and perform all of the conditions and obligations therein contained to be observed and performed by it, and that neither this Assignment, nor any action taken by the Agent or any Lender pursuant hereto, shall cause the Agent or any Lender to be under any obligation or liability in any respect whatsoever to any party to the Assigned Documents or for the observance or performance of any of the representations, warranties, conditions, covenants, agreements or terms therein contained. 9801 Notwithstanding the Agent = s rights hereunder, the Agent shall not be obligated to perform, and the Agent does not undertake to perform, any obligation, covenant, condition or term with respect to the Lease on account of this Assignment. 9802 This Assignment shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of the Company = s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a A voidable preference, @ A fraudulent conveyance, @ A fraudulent transfer @ or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 9803 This Assignment and all obligations of the Company hereunder shall be binding upon the successors and assigns of the Company (including any debtor-in-possession on behalf of the Company) and shall, together with the rights and remedies of Agent, for its benefit and the benefit of the Lenders, hereunder, inure to the benefit of Agent, the Lenders, all future holders of any instrument evidencing any of the Obligations and their respective successors and assigns. No sales of participations, other sales, assignments, transfers or other dispositions of any agreement governing or instrument evidencing the Obligations or any portion thereof or interest therein shall in any manner affect the assignment made and security interest granted hereunder to the Agent for its benefit and the benefit of the Lenders. The Company may not assign, sell, hypothecate or otherwise transfer any interest in or obligation under this Assignment. 9804 Upon the repayment and performance in full of all Obligations (other than indemnity obligations) and termination of the Commitments, the Agent will, at the expense of the Company, execute and deliver to the Company such documents as the Company shall reasonably request, but without recourse or warranty to the Agent or the Lenders to evidence the termination of the Liens granted herein. 9805 Any and all notices and other communications to any party herein to be effective shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: To the Company: ________________________________ ________________________________ Attention: _______________________ To the Agent: ________________________________ ________________________________ Attention: _______________________ Account Manager Telecopy Number: Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All such notices and other communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered for overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the third business day after the date deposited into the mails or if delivered, upon delivery. 9806 No failure or delay on the part of the Agent or any Lender in exercising any right or remedy hereunder, and no course of dealing between the Company on the one hand and the Agent or any Lender on the other hand shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder or any other Credit Document preclude any other or further exercise thereof or the exercise of any other right or remedy hereunder or thereunder. The rights and remedies herein and in the other Credit Documents are cumulative and not exclusive of any rights or remedies which the Agent or any Lender would otherwise have. No notice to or demand on the Company not required hereunder in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Agent or the Lenders to any other or further action in any circumstances without notice or demand. 9807 No amendment or waiver of any provision of this Assignment, nor consent to any departure by the Company from this Assignment, shall in any event be effective unless the same shall be in writing and signed by the Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 9808 THIS ASSIGNMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF NEW YORK. 16 In case any provision in or obligation under this Assignment shall be invalid, illegal or unenforceable, in whole or in part, in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. 17 This Assignment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. 18 The proceeds of any sale of, or other realization upon, all or any part of the Lease in the enforcement of this Assignment shall be applied by the Agent in accordance with the terms of the Credit Agreement. [Signatures appear on next page] IN WITNESS WHEREOF, the Company have caused this Assignment to be executed by its duly authorized officer as of the date first above written. ______________________________ By: Name: Title: ACKNOWLEDGE AND AGREEMENT OF LANDLORD FOR VALUE RECEIVED, the undersigned, as the A Landlord @ named hereinabove, hereby acknowledges receipt of notice of, consents to and agrees to be bound by the collateral assignment by the Company of its rights and remedies under the Lease to the Agent pursuant to and in accordance with the terms of the foregoing Assignment, notwithstanding any term of the Lease which may be to the contrary. Without limitation of the foregoing, the undersigned (i) certifies that, as of the date hereof, no default (or event which with notice or passage of time, or both, would constitute a default) exists on the part of the Company or the undersigned under the Lease; (ii) agrees to provide the Agent with a copy of any written notice given by the undersigned to the Company hereafter in respect of or pursuant to the Lease at the address listed above and, to the extent that such notice pertains to any default by the Company, to permit the Agent, without obligation to do so, within thirty (30) days after the date of its receipt of such notice, to cure any such default (if such default can be cured by the payment of money) itself on behalf of the Company before taking any action against the Company or under the Lease in consequence of any such default; (iii) acknowledges the validity of Agent = s lien on certain assets of Company, including, without limitation, all of Company = s cash, cash equivalents, goods, inventory, machinery, equipment, and furniture and trade fixtures (such as equipment bolted to floors), together with all additions, substitutions, replacements and improvements to, and proceeds of, the foregoing, but excluding building fixtures (such as plumbing, lighting and HVAC systems) (collectively, the A Collateral @ ) and, until such time as the obligations of Company to Lenders are indefeasibly paid in full and all commitments of Lenders to make further loans have terminated, Landlord waives any interest in the Collateral and agrees not to distrain or levy upon any Collateral or to assert any landlord lien, right of distraint or other claim against the Collateral for any reason and (iv) agrees to allow Agent to assume all rights of the Company under the Lease, including without limitation, the right of Agent or its representatives or invitees to enter upon the Property at any time without any interference by Landlord to inspect or remove any or all of the Collateral and the right of Agent to conduct business thereon in the same manner and scope as the Company currently conducts in the normal course of its operations. IN WITNESS OF , the undersigned has executed this Acknowledgment and Agreement as of the _____ day of _________, 20___. _________________________________ _____________, Individually _________________________________ ______________, Individually Exhibit A See attached description.