EXHIBIT 10.1

                           MASTER LEASE AND SUBLEASE

                                     BY AND

                                     AMONG

                                  STC ONE LLC,

                          SPRINT TELEPHONY PCS, L.P.,

                       GLOBAL SIGNAL ACQUISITIONS II LLC

                                      AND

                               GLOBAL SIGNAL INC.

                            DATED AS OF MAY 26, 2005



                               TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
SECTION 1.  Definitions........................................................1
SECTION 2.  Documents.........................................................18
SECTION 3.  Master Lease Sites and Pre-Lease Sites............................19
SECTION 4.  Ground Leases.....................................................21
SECTION 5.  Collocation Agreements............................................26
SECTION 6.  Sprint Collocation Space..........................................28
SECTION 7.  Permitted Use.....................................................31
SECTION 8.  Access............................................................32
SECTION 9.  Term..............................................................32
SECTION 10. Withdrawal........................................................34
SECTION 11. Rent and Pre-Lease Rent; Sprint Collocation Charge................34
SECTION 12. Condition of the Sites and Obligations of Lessee..................37
SECTION 13. Requirements for Alterations; Title to Alterations; Addition of
               Equipment; Work on the Site....................................39
SECTION 14. Damage to the Site, Tower or the Improvements.....................40
SECTION 15. Tower Subtenants; Interference....................................42
SECTION 16. Taxes.............................................................44
SECTION 17. Utilities.........................................................47
SECTION 18. Governmental Permits..............................................48
SECTION 19. No Liens..........................................................49
SECTION 20. Condemnation......................................................50
SECTION 21. Waiver of Subrogation; Indemnity..................................51
SECTION 22. Subordination of Mortgages........................................52
SECTION 23. Environmental Covenants...........................................52
SECTION 24. Insurance.........................................................55
SECTION 25. Sprint Right of Alteration and Substitution.......................57
SECTION 26. Assignment and Subletting.........................................59
SECTION 27. Estoppel Certificate..............................................61
SECTION 28. Holding Over......................................................61
SECTION 29. Rights of Entry and Inspection....................................61
SECTION 30. Right to Act for Lessee...........................................62
SECTION 31. Defaults and Remedies.............................................63
SECTION 32. Quiet Enjoyment...................................................71
SECTION 33. No Merger.........................................................71
SECTION 34. Broker and Commission.............................................71
SECTION 35. Recording of Memorandum of Agreement  or Site Designation
               Supplement.....................................................71
SECTION 36. Purchase Option...................................................72
SECTION 37. Net Lease.........................................................74
SECTION 38. Compliance with Specific FCC Regulations..........................74
SECTION 39. Tax Indemnities...................................................76
SECTION 40. Lessee Lender Protections.........................................86
SECTION 41. Financeable Sites and Severed Leases..............................89
SECTION 42. Global Parent Guaranty............................................92


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SECTION 43. General Provisions................................................93
SECTION 44. No Petition; Limited Recourse Against Lessee......................96
SECTION 45. Execution by Sprint Spectrum L.P., and SprintCom, Inc.............96


                                       ii



                           MASTER LEASE AND SUBLEASE

     THIS MASTER LEASE AND SUBLEASE (this "AGREEMENT") is made and entered into
this 26th day of May, 2005 (the "EFFECTIVE DATE"), by STC ONE LLC, a Delaware
limited liability company ("LESSOR"), SPRINT TELEPHONY PCS, L.P., a Delaware
limited partnership ("SPRINT COLLOCATOR"), GLOBAL SIGNAL ACQUISITIONS II LLC, a
Delaware limited liability company ("LESSEE"), and GLOBAL SIGNAL INC., a
Delaware corporation ("GLOBAL PARENT"). Lessor, Sprint, Lessee and Global Parent
are sometimes individually referred to in this Agreement as a "PARTY" and
collectively as the "PARTIES".

     WHEREAS certain Affiliates of Sprint operate throughout the United States
and its territories the Sites, which include Towers and related equipment and,
in some cases, buildings, and such Affiliates either own, ground lease or
otherwise have an interest in the tracts of land on which such Towers are
located;

     WHEREAS, Lessee desires to lease or pre-lease the Sites;

     WHEREAS the obligations set forth in this Agreement are interrelated and
required in order for Lessee to lease or pre-lease the Sites;

     In consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree
as follows:

     SECTION 1. DEFINITIONS.

     For purposes of this Agreement, the following capitalized terms have the
following respective meanings:

     "AAA" means the American Arbitration Association or any successor entity.

     "ADDITIONAL MASTER LEASE AND SUBLEASE" collectively and individually, means
Master Lease and Sublease Two, Master Lease and Sublease Three, Master Lease and
Sublease Four, Master Lease and Sublease Five and Master Lease and Sublease Six.

     "ADDITIONAL MASTER LEASE LESSEE" means the "Lessee," as defined in a
Cross-Defaulted Master Lease and Sublease.

     "ADDITIONAL MASTER LEASE LESSOR" collectively and individually, means the
"Lessor," under and as defined in each Cross-Defaulted Master Lease and
Sublease.

     "ADDITIONAL MASTER LEASE SPRINT COLLOCATOR" collectively and individually,
means the "Sprint Collocator," under and as defined in each Cross-Defaulted
Master Lease and Sublease.

     "ADDITIONAL MASTER LEASE SPRINT ADDITIONAL PARTY" collectively and
individually, means the "SPRINT ADDITIONAL PARTY(s)," under and as defined in
each Cross-Defaulted Master Lease and Sublease.



     "AFFILIATE" (and, with a correlative meaning, "AFFILIATED") means, with
respect to any Person, any other Person that directly, or indirectly through one
or more intermediaries controls, is controlled by, or is under common control
with, such Person. As used in this definition, "control" means the beneficial
ownership (as such term is defined in Rules 13d-3 and 13d-5 of the Securities
Exchange Act of 1934, as amended) of more than fifty percent (50%) of the voting
interests of the Person.

     "AFTER-TAX BASIS" has the meaning set forth in Section 39(a)(3)(i).

     "AGGREGATE LIGHTING SITES" has the meaning set forth in Section 17.

     "AGREEMENT" means this has the meaning set forth in the preamble and
includes all subsequent modifications and amendments hereof. References to this
Agreement in respect of a particular Master Lease Site will include the Site
Designation Supplement therefor; and references to this Agreement in general and
as applied to all Master Lease Sites will include all Site Designation
Supplements.

     "AGREEMENT TO LEASE AND SUBLEASE" means the Agreement to Contribute, Lease
and Sublease, dated as of February 14, 2005, by and among Global Parent, Sprint
Parent and the other Affiliates of Sprint named therein.

     "ALLOCATED RENT" has the meaning set forth in Section 11(a).

     "ALTERATIONS" means the construction or installation of Improvements on any
Site or any part of any Site after the Effective Date, or the alteration,
replacement, modification or addition to all or any component of a Site after
the Effective Date, whether Severable or Non-Severable.

     "ASSUMED RATE" has the meaning set forth in Section 39(a)(1)(v).

     "AVAILABLE SPACE" means, as to any Site, a Tower location, a portion of the
Land, a portion of the Improvements or any other portion, space or area of such
Site that is available for lease to or collocation by any Tower Subtenant and
all rights appurtenant to such portion, space or area.

     "AWARD" means any amounts paid, recovered or recoverable as damages,
compensation or proceeds by reason of any Taking, including all amounts paid
pursuant to any agreement with any Person which was made in settlement or under
threat of any such Taking, less the reasonable costs and expenses incurred in
collecting such amounts.

     "BUSINESS DAY" means any day other than a Saturday, Sunday or any other day
on which national banks in New York, New York are not open for business.

     "CASUALTY NOTICE" has the meaning set forth in Section 14(a).

     "CLAIMS" means any claims, demands, actions, suits, proceedings,
disbursements, judgments, damages, penalties, fines, losses, liabilities, costs
and expenses, including reasonable attorneys' fees and amounts paid in
settlements.


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     "CODE" means the Internal Revenue Code of 1986, as amended.

     "COLLATERAL AGREEMENTS" has the meaning set forth in the Agreement to Lease
and Sublease.

     "COLLOCATION AGREEMENT" means an agreement, including master leases,
between a Sprint Group Member (prior to the date hereof) or Lessee (on or after
the date hereof) on the one hand, and a third party not an Affiliate of a Sprint
Group Member (on the date hereof), on the other hand, pursuant to which such
Sprint Group Member or Lessee, as applicable, rents to such third party space at
any Site (including space on a Tower), including all amendments, modifications,
supplements, assignments, guaranties, side letters and other documents related
thereto.

     "COMMUNICATIONS EQUIPMENT" means, as to any Site, transmitting and/or
receiving equipment and other equipment installed at the Sprint Collocation
Space (with respect to Sprint Collocator) or any other portion of the Site (with
respect to a Tower Subtenant), which is used in providing current and future
wireless and wireline communication services, including without limitation,
switches, antennas, microwave dishes, panels, conduits, flexible transmission
lines, cables, radio, amplifiers, filters and other transmission or
communications equipment (including interconnect transmission equipment,
transmitter(s), receiver(s) and accessories) and such other equipment and
associated software as may be necessary in order to provide such wireless and
wireline communication services, including without limitation, voice or data.
Communications Equipment will include any existing, replaced and upgraded
Communications Equipment.

     "COMMUNICATIONS FACILITY" means, as to any Site, (i) the Sprint Collocation
Space, together with all of Sprint's Communications Equipment and Sprint's
Improvements at such Site (with respect to Sprint Collocator) or (ii) any other
portion of the Site leased to or used or occupied by a Tower Subtenant, together
with all of such Tower Subtenant's Communications Equipment and such Tower
Subtenant's Improvements at such Site (with respect to a Tower Subtenant).

     "CONVERSION CLOSING" has the meaning set forth in the Agreement to Lease
and Sublease.

     "CONVERSION CLOSING DATE" has the meaning set forth in the Agreement to
Lease and Sublease.

     "CPI" means the Consumer Price Index for all Urban Consumers, U.S., City
Average (1982-84 = 100) All Items Index, published by the Bureau of Labor
Statistics, United States Department of Labor. If the CPI ceases to be compiled
and published at any time during the Term of this Agreement, but a comparable
successor index is compiled and published by the Bureau of Labor Statistics,
United States Department of Labor, the adjustments to the Sprint Collocation
Charge provided for in Section 11, if any, and any other adjustments provided
for in this Agreement which are based on the CPI Change will be computed
according to such successor index, with appropriate adjustments in the index to
reflect any differences in the method of computation from the CPI. If, at any
time during the Term of this Agreement, neither the CPI nor a comparable
successor index is compiled and published by the Bureau of Labor Statistics, the
index for "all items" compiled and published by any other branch or department
of the federal government will be used as a basis for calculation of the
CPI-related adjustments to


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the Sprint Collocation Charge provided for in this Agreement, and if no such
index is compiled and published by any branch or department of the federal
government, the statistics reflecting cost of living increases or decreases, as
applicable, as compiled by any institution or organization or individual
generally recognized as an authority by financial and insurance institutions
will be used.

     "CPI CHANGE" means an increase, if any (expressed as a positive percentage)
in the most recently published CPI as of any applicable CPI Change Date from the
CPI published as of the corresponding month for the calendar year immediately
preceding the calendar year of publication of such most recently published CPI.

     "CPI CHANGE DATE" means January 1, 2006 and January 1 of each year
thereafter during the Term of this Agreement.

     "CROSS-DEFAULTED LEASE POOL" shall mean the set of Cross-Defaulted Master
Leases and Subleases hereunder, and each separate set of Cross-Defaulted Master
Leases and Subleases, under and as defined in any Additional Master Lease and
Sublease (or Severance Lease thereunder), as set forth in the Severance Notice.

     "CROSS-DEFAULTED MASTER LEASE AND SUBLEASE" collectively and individually,
means, (i) on the date hereof, all of the Additional Master Leases and
Subleases, or (ii) from and after any exercise by Lessee of its rights under
Section 41(d) hereunder or any exercise by any Additional Master Lease Lessee of
its rights under Section 41(d) under an Additional Master Lease and Sublease,
those Additional Master Leases and Subleases designated as Cross-Defaulted
Master Leases and Subleases (to this Agreement), pursuant to any Severance
Notice hereunder (or under any Additional Master Lease and Sublease), subject to
the provisions of the first sentence of Section 41(d)(ii)(B).

     "CROSS-DEFAULTED SITE" collectively and individually, means any Site
hereunder and any "Site," as defined in a Cross-Defaulted Master Lease and
Sublease.

     "DATE OF TAKING" means the earlier of (a) the date upon which title to any
Site, or any portion of such Site, subject to a Taking is vested in the
condemning authority, or (b) the date upon which possession of such Site or
portion such Site is taken by the condemning authority.

     "DECISION PERIOD" has the meaning set forth in Section 31(h).

     "DEFAULT NOTICE" has the meaning set forth in Section 4(f).

     "EFFECTIVE DATE" has the meaning set forth in the preamble.

     "EMERGENCY" has the meaning set forth in Section 30(b).

     "ENVIRONMENTAL CONDITION" has the meaning set forth in the Agreement to
Lease and Sublease.

     "ENVIRONMENTAL LAW" has the meaning set forth in Section 23(a).


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     "EQUIPMENT" means all physical assets (other than real property and
interests in real property), located at the applicable Site on or in, or
attached to, the Land, Improvements or Towers leased to or operated by Lessee
pursuant to this Agreement and includes, without limitation, to the extent
existing at a Site on the Effective Date, all of the items listed on the
attached Schedule 1. With respect to any item of or interest in real property
included in the Leased Property of any Site, any fixture (other than Towers)
attached to that real property is "EQUIPMENT" related thereto. "EQUIPMENT" does
not include any intellectual property or intangible rights or any Excluded
Equipment.

     "EXCLUDED ASSETS" has the meaning set forth in the Agreement to Lease and
Sublease.

     "EXCLUDED EQUIPMENT" has the meaning set forth in the Agreement to Lease
and Sublease.

     "EXCLUDED PURCHASE SITES" means (i) any Pre-Lease Site pursuant to which
Lessee, in its reasonable discretion, determines that the transfer of such
Pre-Lease Site pursuant to the Purchase Option would violate the terms of the
applicable Ground Lease, license or other agreement pursuant to which the
applicable Sprint Additional Party has a possessory right in such Pre-Lease
Site, (ii) any Site where the Ground Lease has previously terminated or (iii)
any Site that Lessee has previously purchased from Lessor.

     "EXPIRING GROUND RENT" means the aggregate base Ground Rent payable during
the last term of the expiring Ground Lease for which renewal is being sought.

     "FAA" means the United States Federal Aviation Administration or any
successor Federal Governmental Authority performing a similar function.

     "FCC" means the United States Federal Communications Commission or any
successor Federal Governmental Authority performing a similar function.

     "FEDERAL DEPRECIATION DEDUCTIONS" has the meaning set forth in Section
39(a)(1)(ii).

     "FEDERAL INCOME TAX BENEFITS" means the Federal Depreciation Deductions and
the federal income tax deductions described in Section 39(a)(1)(iii).

     "FINAL NON-FINANCEABLE SITES STATEMENT" means the means the Preliminary
Non-Financeable Sites Statement as finally determined pursuant to Section 41(c).

     "FINANCIAL ADVISORS" has the meaning set forth in Section 34.

     "FINANCEABLE SITE" means a Master Lease Site with respect to which: (i)
Lessee, if it so elects, has obtained title insurance insuring its and its
lenders' interests, subject only to Permitted Encumbrances and such other
matters as are reasonably acceptable to Lessee, with a coverage amount equal to
no less than the Rent paid by Lessee for such Master Lease Site, (ii) a Ground
Lessor Estoppel from any ground lessor and a Non-Disturbance Agreement from any
ground lessor lenders, in each case with such modifications or changes as may be
reasonably acceptable to Lessee (so long as such modifications or changes, if
more burdensome to ground lessor or lender, as applicable, than those set forth
on Exhibit J or Exhibit K to the Agreement to Lease


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and Sublease, as applicable, will not be required for purposes of establishing
whether a "Ground Lessor Estoppel" has been obtained) has been obtained for the
benefit of Lessee, its lenders and their respective successors and assigns,
(iii) the other Individual Site Closing Conditions have been satisfied, and (iv)
any Collocation Agreement that applies to such Master Lease Site as well as to
other Sites that are not otherwise Financeable Sites (for example, as a result
of a failure to satisfy the Environmental Conditions) may be severed without the
consent of any third party, or has been severed with such consent, in order to
permit at least one separate financing of such Master Lease Site.

     "FINANCIAL STATEMENTS" has the meaning set forth in the Agreement to Lease
and Sublease.

     "GLOBAL PARENT" has the meaning set forth in the preamble.

     "GOVERNMENTAL APPROVAL" means all licenses, permits, franchises,
certifications, waivers, variances, registrations, consents, approvals,
qualifications and other authorizations to, from or with any Governmental
Authority.

     "GOVERNMENTAL AUTHORITY" means any foreign, domestic, federal, territorial,
state or local governmental authority, administrative body, quasi-governmental
authority, instrumentality, court, government or self-regulatory organization,
commission, board, administrative hearing body, arbitration panel, tribunal or
organization or any regulatory, administrative or other agency, or any political
or other subdivision, department or branch of any of the foregoing.

     "GROUND LEASE" means, as to a Leased Site or Other Interest Site, the
ground lease and/or any related easement, license or other agreement or document
pursuant to which Lessor or Sprint holds a leasehold interest, leasehold estate,
easement, license or other interest in such Site, together with any renewals or
extensions of the term thereof (whether by exercise of any right or option
contained therein or by execution of a new ground lease or other instrument
providing for the use of such Site), and including all amendments,
modifications, supplements, assignments, guarantees, side letters and other
documents related thereto.

     "GROUND LESSOR" means, as to a Leased Site or Other Interest Site, the
"lessor", "landlord", "licensor", or similar Person under the related Ground
Lease.

     "GROUND LESSOR ESTOPPEL" means, as to a Ground Lease, an estoppel from the
ground lessor thereunder for the benefit of Lessee, its successor and assigns,
lenders and rating agencies, in substantially the form of Exhibit J attached to
the Agreement to Lease.

     "GROUND RENT" means, as to any Site, all rents, fees and other charges
payable by Lessor to the Ground Lessor under the Ground Lease for such Site.

     "GSI FINANCING SUBSIDIARY" means any Person formed as an Affiliate of
Lessee to be the lessee under a Severed Lease as described in Section 41(e).

     "HAZARDOUS MATERIAL" has the meaning set forth in Section 23(a).


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     "IMPROVEMENTS" means, as to each Site, (a) one or more equipment pads or
raised platforms capable of accommodating exterior cabinets or equipment
shelters, huts or buildings, electrical service and access for the placement and
servicing of Sprint Collocator's and, if applicable, each Tower Subtenant's
Improvements; (b) buildings, huts, shelters or exterior cabinets; (c) generators
and associated fuel tanks; (d) grounding rings; (e) fencing; (f) signage; (g)
connections for utility service up to the meter; (g) hardware constituting a
tower platform to hold Sprint Collocator's and, if applicable, each Tower
Subtenant's Communications Equipment; (i) access road improvements; (j) common
shelters, if any; (k) all lighting systems and light monitoring devices; and (l)
such other equipment, alterations, replacements, modifications, additions, and
improvements as may be installed on or made to all or any component of a Site
(including the Land and the Tower). Improvements do not include Communications
Equipment.

     "INCLUSION" means the inclusion in the income of any Sprint Group Member of
any amount realized in connection with the transactions effected by this
Agreement or related documents other than the amounts described in Section
39(a)(1)(iv).

     "INDIVIDUAL SITE CLOSING CONDITIONS" has the meaning set forth in the
Agreement to Lease and Sublease.

     "INDIVIDUAL SITE PREPAID RENT" means the portion of the Rent attributable
to each Site, as set forth in Exhibit H hereto.

     "INITIAL MASTER LEASE SITES" has the meaning set forth in the definition of
"Master Lease Site."

     "LAND" means, as to each Site, the tract of land constituting a portion of
such Site, together with all easements and other rights appurtenant thereto.

     "LANDLORD REIMBURSEMENT TAXES" means, with respect to a Leased Site or
Other Interest Site, if the applicable Ground Lease provides that Ground Lessor
may pass-through any Taxes assessed against the Ground Lessor to the applicable
ground lessee, the amount of such Taxes for which the Ground Lessor seeks
reimbursement from the ground lessee or its assigns under the provisions of the
Ground Lease.

     "LAW" means any statute, rule, code, regulation, ordinance, interpretation
or Order of, or issued by, any Governmental Authority.

     "LEASED PROPERTY" means, with respect to each Site, (a) the Land related to
such Site, and (b) the Tower located on such Site (including the Sprint
Collocation Space), in each case together with the related Equipment,
Improvements (excluding Sprint's Improvements and any Tower Subtenant's
Improvements) and the Tower Related Assets with respect to such Site; provided,
however, that no leasehold, subleasehold or other real property interest is
granted pursuant to Section 3(b) in the Leased Property at any Pre-Lease Site
until the Conversion Closing for such Pre-Lease Site (to the extent same would
cause a default under any Ground Lease).

     "LEASED SITE" means the Sites occupied by Lessor or a Sprint Additional
Party, as applicable, pursuant to a lease or sublease.


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     "LESSEE" has the meaning set forth in the preamble.

     "LESSEE COMPETITOR" means a Person that conducts, as a significant
component of its business, the management, operation or marketing of
communications towers, and does not provide wireless communications services as
a substantial portion of its business.

     "LESSEE INDEMNITEE" means Lessee and its Affiliates, and its and their
respective directors, officers, employees, agents and representatives.

     "LESSEE LENDER" means the holder(s) of any loan secured by all or any
portion of Lessee's interests (or any of them) hereunder or with respect to any
Site, including, without limitation, a collateral assignment of any rights of
Lessee hereunder or under any related agreements or secured by the pledge of
equity interests in Lessee (each, a "SECURED LESSEE LOAN"), together with the
heirs, legal representatives, successors, transferees, nominees and assigns of
such holder(s).

     "LESSEE NEGOTIATED RENEWAL" has the meaning set forth in Section 4(c).

     "LESSEE OBLIGATIONS" has the meaning set forth in Section 42(a).

     "LESSEE PROPERTY TAX CHARGE" means, as to any Site, the annual amount
payable to Lessor by Lessee for Lessee's portion of Property Taxes with respect
to such Site pursuant to this Agreement in an amount equal to $1,975 per annum
(prorated for partial years) subject to an annual increase on each CPI Change
Date equal to three percent (3%).

     "LESSEE PERMITTED LIENS" means, as to any Site, collectively: (a) liens in
respect of Property Taxes or other Taxes that are not yet delinquent as long as
no foreclosure, distraint, sale or similar proceedings have been commenced with
respect thereto; (b) general utility, roadway and other easements or rights of
way which do not or would not reasonably be expected to, individually or in the
aggregate, materially adversely affect the use or operation of the Tower and/or
Site as a telecommunications tower facility; (c) rights of, or by, through or
under Persons leasing, licensing or otherwise occupying space on any Tower or
otherwise utilizing any Tower pursuant to any Collocation Agreement as provided
therein; (d) all Liens and other matters of public record against the underlying
real property interest of any ground lessor under any ground lease; (e) the
terms and provisions of any ground lease as provided therein; (f) any Mortgage
granted by Lessee in connection with a Secured Lessee Loan; (g) any Lien or
right created by Persons other than Lessee or its Affiliates prior to the
Effective Date; and (h) any Lien or right otherwise caused or consented to by
any Sprint Group Member.

     "LESSEE WORK" has the meaning set forth in Section 13(b).

     "LESSOR NEGOTIATED RENEWAL" has the meaning set forth in Section 4(d).

     "LIENS" means, with respect to any asset, any mortgage, guaranty, lien,
pledge, security interest, charge, attachment, restriction or encumbrance of any
kind in respect of such asset.

     "MASTER LEASE AND SUBLEASE TWO" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Two LLC, a Delaware limited
liability company, as


                                       8



lessor, SprintCom, Inc., as Sprint Collocator, Global Signal Acquisitions II
LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE AND SUBLEASE THREE" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Three LLC, a Delaware
limited liability company, as lessor, American PCS Communications, LLC, as
Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global
Signal Inc.

     "MASTER LEASE AND SUBLEASE FOUR" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Four LLC, a Delaware
limited liability company, as lessor, PhillieCo, L.P., as Sprint Collocator,
Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE AND SUBLEASE FIVE" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Five LLC, a Delaware
limited liability company, as lessor, Sprint Spectrum L.P., as Sprint
Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE AND SUBLEASE SIX" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Six Company, a Delaware
statutory trust, as lessor, Sprint Spectrum L.P., as Sprint Collocator, Global
Signal Acquisitions II LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE SITE" means, for purposes of this Agreement, any Site, (a)
which is identified in Exhibit A-1 (the "INITIAL MASTER LEASE SITES"); and (b)
any Site added to this Agreement as a Master Lease Site as provided herein.

     "MORTGAGE" means, as to any Site, any mortgage, deed to secure debt, deed
of trust, trust deed and/or other conveyance of, or encumbrance against, the
right, title and interest of a Party in and to the Land, Tower and Improvements
on such Site as security for any debt, whether now existing or hereafter arising
or created.

     "MORTGAGEE" means, as to any Site, the holder of any Mortgage, together
with the heirs, legal representatives, successors, transferees and assigns of
the holder.

     "NON-COLLOCATION SITES" has the meaning set forth in Section 6(c).

     "NON-CONTRIBUTABLE SITES" has the meaning set forth in the Agreement to
Lease and Sublease.

     "NON-FINANCEABLE SITES" has the meaning set forth in 41(c).

     "NON-FINANCEABLE SITE FINANCING COST" means, with respect to each
Non-Financeable Site included in the Final Non-Financeable Sites Statement, an
amount equal to the product of (x) 12% of the aggregate Individual Site Prepaid
Rent attributable to the Non-Financeable Sites and (y) a fraction, the numerator
of which is the amount of debt (not to exceed $850,000,000) Lessee obtains in
connection with the consummation of the transactions under the Agreement to
Lease and Sublease and the denominator of which is the sum of (1) the Rent and
Pre-Lease Rent,


                                       9



payable on the date hereof hereunder and (2) the aggregate Rent and Pre-Lease
Rent under and as defined in all of the Additional Master Lease and Subleases on
the date hereof.

     "NON-FINANCEABLE SITES SUPPORTING DOCUMENTATION" means all relevant
documentation reasonably requested by Lessor to verify the accuracy of the
Preliminary Non-Financeable Sites Statement.

     "NON-RESTORABLE SITE" means a Site that has suffered a casualty which
damages or destroys all or a Substantial Portion of any Site that constitutes a
non-conforming use under applicable Zoning Laws prior to such casualty and for
which Restoration requires under applicable Zoning Laws either (i) obtaining a
change in the zoning classification of the Site under applicable Zoning Laws or
Zoning Laws would not allow Lessee to rebuild a comparable replacement tower on
the Site substantially similar to the Tower damaged or destroyed by the
casualty, (ii) the filing and prosecution of a lawsuit or other legal proceeding
in a court of law, or (iii) any other permit or approval under applicable Zoning
Laws that cannot be obtained by Lessor, using commercially reasonable efforts,
in a period of time that will enable Restoration to be commenced (and a building
permit issued) within one (1) year after the casualty.

     "NON-SEVERABLE" means, with respect to any Alteration, any Alteration that
is not a Severable Alteration.

     "ONGOING REVENUE SHARING PAYMENT" means a Sprint Additional Party's and/or
Lessor's share of any Shared Ground Rent Increase Payment that is payable to a
Ground Lessor in installments rather than a one-time lump sum payment.

     "OPTION PURCHASE PRICE" means, with respect to each Site, the fixed
purchase price for such Site in the event Lessee exercises its purchase option
with respect to such Site under Section 36 of this Agreement, as specified in
Exhibit H.

     "OPTION SELLERS" has the meaning set forth in Section 36(a).

     "OPTION TRIGGER WINDOW" has the meaning set forth in Section 36(a).

     "OTHER INTEREST SITES" means the Sites, which are occupied by Lessor
pursuant to a license, easement, permit or similar arrangement. If a Site is not
an Owned Site or a Leased Site, such Site shall be deemed an Other Interest
Site.

     "OWNED SITE" not applicable.

     "PARTIES" has the meaning set forth in the preamble.

     "PARTY" has the meaning set forth in the preamble.

     "PERMITTED ACT" means any act expressly permitted under the Transaction
Documents; provided that the use and operation of the Leased Property in
commercial service in the manner that the Lessee or its Affiliates currently
uses and operates similar property in the tower business shall be considered to
be expressly permitted (provided that such use and operation is not in violation
of the Transaction Documents); provided further that, notwithstanding the
foregoing,


                                       10



the following shall not be Permitted Acts: (i) any substitution or replacement
of the Leased Property; (ii) any merger or consolidation of the Lessee or its
Affiliates; (iii) any modification, alteration, addition or improvement to the
Leased Property, in each case, which fails to comply with the provisions of Rev.
Proc. 2001-28, 2001-1 C.B. 1156; (iv) any voluntary or involuntary case or
proceeding seeking relief of debts of the Lessee or its Affiliates, (v) any
assignment of the Lessee's interest in the transactions contemplated by the
Transaction Documents; (vi) the entry into a New Lease under Section 40 of this
Agreement; and (vii) any severance of this Agreement under Section 41.

     "PERMITTED ENCUMBRANCES" has the meaning set forth in the Agreement to
Lease and Sublease.

     "PERMITTED USE" means use of each Site for the purposes of: (a)
constructing, installing, operating, repairing, altering, managing, maintaining
and marketing the Tower and Improvements of each Site and making further
Improvements to such Site as permitted under this Agreement, and (b) the use of
such Site by Sprint Collocator with respect to the Sprint Collocation Space or
any Available Space at such Site subject to the terms of the Collocation
Agreements and this Agreement, as the case may be, and (c) the use by Tower
Subtenants of any portions of the Land, Tower and Improvements of such Site
(including any Available Space) as is reasonably necessary for operation of the
Communications Facilities of such Tower Subtenants subject to the terms of the
Collocation Agreements and this Agreement.

     "PERSON" means any individual, corporation, limited liability company (or
series thereof), partnership, association, trust or any other entity or
organization, including a Governmental Authority.

     "PRE-LEASE RENT" has the meaning set forth in Section 11(b).

     "PRE-LEASE SITE" means, for purposes of this Agreement, each Site which is
not identified as a Master Lease Site on Exhibit A-1 and is therefore subject to
this Agreement as a Pre-Lease Site as of the Effective Date, until such Site is
converted to a Master Lease Site as provided herein.

     "PRELIMINARY NON-FINANCEABLE SITES STATEMENT" has the meaning set forth in
Section 41(c)(i).

     "PRIME RATE" means the rate of interest reported in the "Money Rates"
column or section of The Wall Street Journal (Eastern Edition) as being the
prime rate on corporate loans of larger U.S. Money Center Banks.

     "PROCEEDS" means all insurance moneys recovered or recoverable by Lessor,
Lessee or Sprint Collocator as compensation for casualty damage to any Site
(including the Tower and Improvements of such Site).

     "PROPERTY TAXES" means, as to each Site, any and all of the following
levies, assessed or imposed upon, against or with respect to the Site, any part
of the Site, or the use and occupancy of the Site at any time during the Term as
to such Site (whether imposed directly by a Governmental Authority or indirectly
through any other Persons, and including any penalties,


                                       11



fines, and interest related thereto): (a) real property and personal property ad
valorem taxes and assessments (other than Taxes imposed on Lessee by a
Governmental Authority with respect to Improvements treated as being owned by
Lessee); (b) charges made by any public or quasi public authority for
improvements or betterments related to the Site (other than Taxes imposed on
Lessee by a Governmental Authority with respect to Improvements treated as being
owned by Lessee); (c) sanitary taxes or charges, sewer or water taxes or
charges, and (d) any other tax imposed solely as a result of ownership of the
Leased Property similar to the Taxes described in (a) through (c), in each case
other than Landlord Reimbursement Taxes.

     "PROPORTIONAL RENT" has the meaning set forth in Section 11(f).

     "PURCHASE OPTION CLOSING DATE" means May 25, 2037.

     "PURCHASE SITES" means all Sites then subject to the terms and provisions
of this Agreement that are not Excluded Purchase Sites.

     "QUALIFYING LESSEE TRANSFEREE" means a Person who has outstanding senior
unsecured debt securities or comparable long term obligations rated B- or higher
by Standard & Poor's Ratings Services or B3 or higher by Moody's Investors
Service.

     "QUALIFYING SPRINT TRANSFEREE" means a Person who has outstanding senior
unsecured debt securities or comparable long term obligations rated BBB- or
higher by Standard & Poor's Ratings Services or Baa3 or higher by Moody's
Investors Service.

     "RATABLE GLOBAL PARENT MAXIMUM OBLIGATION" has the meaning set forth in
Section 41(d).

     "REIMBURSABLE COSTS" has the meaning set forth in Section 18(f).

     "REIMBURSABLE MAINTENANCE EXPENSES" has the meaning set forth in Section
30(a).

     "RELEASE" has the meaning set forth in Section 23(a).

     "RENEWAL GROUND RENT" means the aggregate base Ground Rent (including any
periodic escalations thereof) payable during the initial term of any Lessee
Negotiated Renewal or Lessor Negotiated Renewal.

     "RENT" has the meaning set forth in Section 11(b).

     "RENT PAYMENT PERIOD" means, as to each Site, the taxable period set forth
in Exhibit A.

     "RESTORATION" means, as to a Site that has suffered casualty damage or is
the subject of a Taking, such restoration, repairs, replacements, rebuilding,
changes and alterations, including the cost of temporary repairs for the
protection of such Site, or any portion of such Site pending completion of
action, required to restore the applicable Site (including the Tower and
Improvements on such Site but excluding any of Sprint's Communications Equipment
or Improvements the restoration of which shall be the sole cost and obligation
of Sprint Collocator) to a condition which is at least as good as the condition
which existed immediately prior to such


                                       12



damage or Taking (as applicable), and such other changes or alterations as may
be reasonably acceptable to Sprint Collocator and Lessee or required by Law.

     "REVENUE SHARING PAYMENT" means any additional amounts payable to any
Ground Lessor as a Shared Ground Lease Payment under (i) any Ground Lease in
effect as of the Effective Date, (ii) renewals and extensions of any Ground
Lease executed after the Effective Date pursuant to terms contained therein on
the Effective Date or (iii) any renewals or extensions of a Ground Lease
executed after the Effective Date that do not increase any revenue sharing
percentage beyond the amount immediately prior to the effectiveness thereof.

     "RIGHT OF SUBSTITUTION" means the right of Sprint Collocator to remove its
Communications Equipment from the Sprint Collocation Space at a Site and move
same to Available Space on such Site by relocation of its Communications
Facility on such Site to a portion of such Available Space not larger than the
Sprint Tower Envelope, in accordance with and subject to the limitations
contained in Section 25.

     "SECTION 467 LOAN" has the meaning set forth in Section 11(f).

     "SECURED LESSEE LOAN" has the meaning set forth in the definition of
"LESSEE LENDER".

     "SEVERABLE" means, with respect to any Alteration, any Alteration that can
be readily removed from a Site or portion of such Site without damaging it in
any material respect or without diminishing or impairing the value, utility,
useful life or condition that the Site or portion of such Site would have had if
such Alteration had not been made (assuming the Site or portion of such Site
would have been in compliance with this Agreement without such Alteration), and
without causing the Site or portion of such Site to become "limited use
property" within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156.
Notwithstanding the foregoing, an Alteration will not be considered Severable if
such Alteration is necessary to render the Site or portion of such Site complete
for its intended use by Lessee (other than Alterations consisting of ancillary
items of Equipment of a kind customarily furnished by lessees or operators of
property comparable to the Site or portion of such Sites).

     "SEVERANCE NOTICE" has the meaning set forth in Section 41(d).

     "SEVERED LEASE" means a lease and sublease in substantially the form of
this Agreement, with appropriate changes to reflect the fact that this Agreement
has been so severed.

     "SEVERED SITE" means the Sites severed from this Agreement pursuant to
Section 41.

     "SHARED GROUND LEASE PAYMENT" has the meaning set forth in the Agreement to
Lease and Sublease.

     "SHARED GROUND RENT INCREASE PAYMENT" means, as to any Site, an amount
equal to (i) fifty percent (50%) of the Renewal Ground Rent under any Lessee
Negotiated Renewal or any Lessor Negotiated Renewal exceeding one-hundred thirty
percent (130%) of the Expiring Ground Rent for such Site up to and including one
hundred sixty percent (160%) of the Expiring Ground Rent for such Site, plus
(ii) one hundred percent (100%) of the portion of the Renewal Ground Rent under
such Lessee Negotiated Renewal or Lessor Negotiated Renewal exceeding


                                       13



one hundred sixty percent (160%) of the Expiring Ground Rent for such Site. The
foregoing assumes the term of the applicable Ground Lease for which Renewal
Ground Rent and Expiring Ground Rent are calculated are of equivalent length,
and, if not of equivalent length, the period over which the Ground Rent for the
Expiring Ground Lease shall be calculated shall match the length of the term of
the Lessee Negotiated Renewal or Lessor Negotiated Renewal, as applicable.

     "SITE" means all of the Sites identified on Exhibit A hereto, which
includes all Master Lease Sites and Pre-Lease Sites, as applicable, now or
hereafter subject to this Agreement. As used in this Agreement, reference to a
Site (including any reference to a Master Lease Site or a Pre-Lease Site) will
include the Land, the Tower, the Improvements (excluding Severable Alterations)
and Non-Severable Alterations but will not include Sprint's Improvements or
Sprint's Communications Equipment or any Tower Subtenant's Improvements or Tower
Subtenant's Communications Equipment and in each case shall include all of the
Leased Property with respect to such Site.

     "SITE DESIGNATION SUPPLEMENT" means, as to any Master Lease Site, a
supplement to this Agreement, in substantially the form of Exhibit B attached to
this Agreement.

     "SITE EXPIRATION DATE" means, as to any Site, (a) as to an Owned Site, the
Site Expiration Outside Date and (b) as to a Leased Site or Other Interest Site,
the sooner to occur of (i) one day prior to the expiration of the relevant
Ground Lease (as the same may be extended or renewed pursuant to the terms of
this Agreement), or (ii) the Site Expiration Outside Date.

     "SITE EXPIRATION OUTSIDE DATE" means, as to any Site, May 25, 2037.

     "SPRINT" means Sprint Corporation and Affiliates thereof that are parties
to the Agreement to Lease and Sublease.

     "SPRINT ADDITIONAL PARTY" means each Sprint Group Member which, at any
applicable time during the Term of this Agreement, has not yet contributed its
right, title and interest in the Leased Property at a Pre-Lease Site to Lessor
pursuant to the Agreement to Lease and Sublease.

     "SPRINT BUFFER ZONE" has the meaning set forth in Section 6(b).

     "SPRINT COLLOCATION CHARGE" has the meaning set forth in Section 11(b).

     "SPRINT COLLOCATION SPACE" means, as to each Site: (a) the portions of the
Land and Improvements comprising the Site used or occupied exclusively by Sprint
Collocator or its Affiliates, or on which any portion of Sprint's Communications
Facility is located, operated or maintained as of the Effective Date (including,
without limitation, portions of the Land and Improvements on which switches and
other of Sprint's Communications Equipment are located and the air space above
such portion of the Land and Improvements (to the extent such air space is not
occupied by a third party on the Effective Date)), (b) the portion of the Tower
on the Site on or within which any portion of Sprint's Communications Facility
is located, operated or maintained as of the Effective Date (including without
limitation, portions of the Tower on which any antennas, transmission lines,
amplifiers and filters are located), plus (in the event Sprint Collocator
maintains fewer than nine (9) 1' x 6' panel antennas on such Tower as of the


                                       14



Effective Date) an additional portion of the Tower on the Site that will enable
Sprint Collocator to locate, operate and maintain Communications Equipment on
the Tower consisting of an aggregate (or the equivalent weight and wind loading)
of no more than nine (9) 1' x 6' panel antennas and related equipment extending
not more than eight (8) contiguous vertical feet on such Tower, with no more
than nine (9) lines of co-axial cable not to exceed 1-5/8 inch in diameter
(provided any space for such co-axial cable constitutes a non-exclusive
easement, available for use by Lessee and other Tower Subtenants); and (c) any
and all rights pursuant to Sections 6(b) and 25 and all appurtenant rights
reasonably inferable to permit Sprint Collocator's full use and enjoyment of the
Sprint Collocation Space, including without limitation, the rights specifically
described in Section 6, all in accordance with Section 6.

     "SPRINT COLLOCATOR" means Sprint Telephony PCS, L.P. and its permitted
successors and assigns hereunder, to the extent same are permitted to succeed to
Sprint Collocator's rights hereunder.

     "SPRINT GROUP" means, collectively, Sprint Parent and its Affiliates
(including Lessor) whose names are set forth in the signature pages of this
Agreement or the Agreement to Lease and Sublease and any Affiliate of Sprint
Parent which at any time becomes a "sublessor" under this Agreement in
accordance with the provisions of this Agreement. Each member of the Sprint
Group is herein a "SPRINT GROUP MEMBER". Solely for purposes of Section 39, the
term "SPRINT GROUP" will include each Sprint Group Member, the affiliated group
of corporations and each member of such group within the meaning of Code Section
1504 of which any Sprint Group Member is or will become a member if such group
will have filed a consolidated return; if applicable, each member in any entity
classified as a partnership for federal income tax purposes and such entity
itself if and to the extent such entity is treated as the tax owner of any of
the Sites or portions of the Sites or such entity is a direct or indirect
partner in another entity classified as a partnership which is so treated (in
either case, a "SPRINT PARTNERSHIP"); and, if applicable, any entity owned by a
Sprint Group Member or an Sprint Partnership that for federal income tax
purposes is disregarded as an entity separate from its owner.

     "SPRINT INDEMNITEE" means Lessor, each Sprint Additional Party, Sprint
Collocator and their respective Affiliates, directors, officers, employees,
agents and representatives (except Lessee and its Affiliates and any agents of
Lessee or its Affiliates).

     "SPRINT MARKET ASSIGNEE" has the meaning set forth in Section 26(b).

     "SPRINT PARENT" means Sprint Corporation, a Kansas corporation.

     "SPRINT PARTNERSHIP" has the meaning set forth in the definition of "SPRINT
GROUP".

     "SPRINT TOWER ENVELOPE" means, as to each Site, the portion of the Sprint
Collocation Space on the Tower on the Site that will enable Sprint Collocator to
locate, operate and maintain Sprint's Communications Equipment on the Tower
consisting of an aggregate (or the equivalent weight and wind loading) of nine
(9) 1' x 6' panel antennas and related equipment extending not more than eight
(8) contiguous vertical feet on such Tower.

     "SPRINT TRANSFER" has the meaning set forth in Section 26(b).


                                       15



     "SPRINT'S COMMUNICATIONS EQUIPMENT" means any Communications Equipment
owned or leased (other than from Lessee) by Sprint Collocator or its Affiliates.

     "SPRINT'S IMPROVEMENTS" means any Improvements of Sprint Collocator or its
Affiliates located at a Site, solely with respect to Sprint's Communications
Equipment.

     "STANDARD PROCEDURES" has the meaning set forth in Section 13(b)(ii).

     "SUBSTANTIAL PORTION OF ANY SITE" means, as to a Site, so much of the such
Site (including the Land, Tower and Improvements of such Site, or any portion of
such Site) as, when subject to a Taking or damage as a result of a casualty,
leaves the untaken or undamaged portion unsuitable for the continued feasible
and economic operation of such Site for the Permitted Use.

     "SUBSTITUTION" means the relocation by Sprint Collocator on a Site,
pursuant to its Right of Substitution.

     "SUPER FUND" has the meaning set forth in Section 23(a).

     "SUPER LIEN" has the meaning set forth in Section 23(a).

     "TAKING" means, as to any Site, any condemnation or exercise of the power
of eminent domain by any Governmental Authority, or any taking in any other
manner for public use, including a private purchase, in lieu of condemnation, by
a public authority.

     "TAXES" means all forms of taxation, whenever created or imposed, whether
imposed by a local, municipal, state, foreign, Federal or other Governmental
Authority, and whether imposed directly by a Governmental Authority or
indirectly through any other Person, and, without limiting the generality of the
foregoing, will include any income, gross receipts, ad valorem, excise,
value-added, sales, use, transfer, franchise, license, stamp, occupation,
withholding, employment, payroll, personal property, real property or
environmental tax, levy, charge, assessment, fee or premium, together with any
interest, penalty, addition to tax or additional amount imposed by a
Governmental Authority or indirectly through any other Person.

     "TAX ASSUMPTIONS" has the meaning set forth in Section 39(a)(1).

     "TAX CLAIM" has the meaning set forth in Section 39(d).

     "TAX INDEMNITEE" has the meaning set forth in Section 39(a)(3)(i).

     "TAX INDEMNITY NOTICE" has the meaning set forth in Section 39(a)(3)(i).

     "TAX LOSS" has the meaning set forth in Section 39(a)(3)(i).

     "TECHNICAL CLOSING" has the meaning set forth in the Agreement to Lease and
Sublease.

     "TEN YEAR WITHDRAWAL DATE" has the meaning set forth in Section 10(a).

     "TERM" means: (i) as to this Agreement, the term set forth in Section 9(a);
and (ii) as to each Site, the term during which this Agreement is applicable to
such Site.


                                       16



     "TOTAL NON-FINANCEABLE SITE FINANCING COSTS" has the meaning set forth in
Section 41(c)(iii).

     "TOWER RELATED ASSETS" means, with respect to each Tower, (a) to the extent
such rights are assignable to Lessee, all rights to any warranties held by
Lessor with respect to such Tower (or the related Site) prior to the date hereof
(and if such rights cannot be granted to Lessee, such rights shall be enforced
by Sprint Collocator, at Lessee's cost, at the direction of and for the benefit
of Lessee), (b) to the extent such rights are assignable to Lessee, all rights
under any Governmental Approvals held exclusively with respect to the ownership
or operation of such Tower (and of the related Site if such Site is an Owned
Site) prior to the date hereof (and if such rights cannot be granted to Lessee,
such rights shall be enforced by the applicable Sprint Additional Party (or if
such rights must be enforced by an Affiliate of Sprint, the applicable Sprint
Additional Party shall cause such Affiliate to enforce such rights), at Lessee's
cost, at the direction of and for the benefit of Lessee), (c) to the extent such
rights may be granted to Lessee, a sublicense or other right to use any
Governmental Approvals not held exclusively with respect to, but held in part
for the benefit of, the ownership or operation of such Tower (and of the related
Site if such Site is an Owned Site), and (d) copies of, or extracts from, all
current files and records of Lessor or any other Sprint Group Member solely
related to the ownership, occupancy or leasing of such Tower (and of the related
Site if such Site is an Owned Site), or, to the extent not so solely related,
appropriate extracts thereof. "TOWER RELATED ASSETS" does not include any
intellectual property or intangible rights or Excluded Assets.

     "TOWER REMOVAL BONDS" means, collectively, any bonds, letters of credit,
deposits or other security interests relating to the removal of a Tower from a
Site.

     "TOWER SUBTENANT" means, as to any Site, any Person (other than Sprint
Collocator), which: (a) is a "sublessee" under any Collocation Agreement
affecting such Site; or (b) subleases, licenses or otherwise acquires from
Lessee the right to use Available Space on such Site.

     "TOWER SUBTENANT'S COMMUNICATIONS EQUIPMENT" means any Communications
Equipment owned or leased (other than from Lessee) by a Tower Subtenant.

     "TOWER SUBTENANT'S IMPROVEMENTS" means the Improvements of any Tower
Subtenant located at any Site.

     "TOWERS" means the communications towers on the Sites.

     "TRANSACTION DOCUMENTS" means this Agreement, the Agreement to Lease and
Sublease, the Collateral Agreements and all other documents to be executed by
the Parties in connection with the consummation of transactions contemplated by
the Agreement to Lease and Sublease and this Agreement.

     "TRANSFER TAXES" has the meaning set forth in Section 16(d).

     "TRANSITION SERVICES AGREEMENT" has the meaning set forth in Section 12(c).

     "UNAMORTIZED RENT" means, for any applicable Site, an amount equal to the
product of (x) the Rent or Pre-Lease Rent, as applicable for such Site, and (y)
a fraction, the numerator of


                                       17



which is the number of years (to three decimal places) remaining from and after
the applicable measuring date to the Site Expiration Outside Date and the
denominator of which is thirty-two (32).

     "UNPAID AMOUNT" has the meaning set forth in Section 11(d).

     "WITHDRAWAL CAUSE" means, as to any Site, the inability of Sprint
Collocator (after using commercially reasonable efforts) to obtain or maintain
any Governmental Approval necessary for the operation of Sprint's Communications
Facility at such Site; provided, however, that Sprint Collocator may not assert
Withdrawal Cause if Sprint Collocator (i) cannot maintain or obtain or otherwise
forfeits a Governmental Approval as a result of the violation of any Laws by
Sprint Collocator or its Affiliates or any enforcement action or proceeding
brought by any Governmental Authority against Sprint Collocator or its
Affiliates because of any alleged wrongdoing by Sprint Collocator or its
Affiliates or (ii) does not have such Governmental Approval on the Effective
Date and such Governmental Approval was required on the Effective Date.

     "WITHDRAWAL DATE" means the effective date of Sprint Collocator's election
to terminate its leaseback or other use and occupancy of the Sprint Collocation
Space at any Site pursuant to a Withdrawal Notice.

     "WITHDRAWAL NOTICE" has the meaning set forth in Section 10(a).

     "WITHDRAWAL RIGHTS" means the rights of Sprint Collocator to elect to
terminate its leaseback or other use and occupancy of the Sprint Collocation
Space with respect to a Site as described in Section 10(a).

     "ZONING LAWS" means any zoning, land use or similar Laws, including,
without limitation, Laws relating to the use or occupancy of any communications
towers or property, building codes, zoning ordinances and land use regulations.

     "90 DAY LESSEE NOTICE" has the meaning set forth in Section 16(c).

     Any other capitalized terms used in this Agreement will have the respective
meanings given to them elsewhere in this Agreement.



     SECTION 2. DOCUMENTS.

     (a) This Agreement will consist of the following documents, as amended from
time to time as provided herein:

          (i) this Agreement;

          (ii) the following Exhibits, which are incorporated herein by this
     reference:

     Exhibit A          List of Sites
     Exhibit A-1        List of Master Lease Sites
     Exhibit B          Form of Site Designation Supplement



                                       18





     Exhibit C          Intentionally Omitted
     Exhibit D          Form of Officer's Certificate of Sprint Corporation
     Exhibit E          Form of Officer's Certificate of Global Signal Inc.
     Exhibits F and G   Intentionally Omitted
     Exhibit H          Individual Site Rent and Option Purchase Price Amount


          (iii) Schedules to the Exhibits, which are incorporated herein by
     reference and Schedule 1 hereto which is Incorporated by reference; and

          (iv) such additional documents as are incorporated by reference.

     (b) If any of the foregoing are inconsistent, this Agreement will prevail
over the Exhibits, the Schedules and additional incorporated documents.

     SECTION 3. MASTER LEASE SITES AND PRE-LEASE SITES.

     (a) Subject to the terms and conditions of this Agreement, Lessor hereby
lets, leases and demises unto Lessee, and Lessee hereby leases, takes and
accepts from Lessor the Leased Property of all of the Master Lease Sites. Each
Master Lease Site in addition to the Initial Master Lease Sites will be made
subject to this Agreement by means of a Conversion Closing (after which Lessor
and Lessee will execute and deliver at a Technical Closing a Master Lease Site
Designation Supplement between Lessor and Lessee and the amendment of Exhibit A
hereto to reflect such Site as a Master Lease Site instead of a Pre-Lease Site).
Lessor and Lessee acknowledge and agree that this single Agreement is
indivisible (except pursuant to Section 41(d)), intended to cover all of the
Sites and is not a separate lease and sublease or agreement with respect to
individual Sites, and in the event of a bankruptcy of any Party, all Parties
intend that this Agreement be treated as a single indivisible Agreement. All
disclaimers of obligations by Sprint Collocator and its Affiliates under this
Agreement are qualified in all respects by such Parties' representations,
warranties and covenants under the Agreement to Lease and Sublease. In addition,
the Parties acknowledge and agree that this Agreement is intended to be treated
for U.S. federal income tax purposes as (i) a lease between Lessee and Lessor,
with respect to the Sites, and (ii) a lease between Lessee and Sprint
Collocator, with respect to the Sprint Collocation Space; and the Parties
further agree to not take any position on any tax return that is inconsistent
with such treatment.

     (b) As to each Master Lease Site, this Agreement is a grant of a leasehold
interest in each Owned Site; and as to Leased Sites and Other Interest Sites,
this Agreement is a grant of a subleasehold or other interest in each Leased
Site or Other Interest Site, as applicable.

     (c) As to each Pre-Lease Site, Lessor hereby appoints, and Lessee agrees to
act and will act, as the exclusive operator of the Leased Property at each of
the Pre-Lease Sites during the Term as to each Pre-Lease Site. In performing its
duties as operator of the Pre-Lease Sites, Lessee will manage, administer and
operate each of the Pre-Lease Sites, subject to the provisions of this
Agreement, in a manner (i) which is comparable to and in accordance with prudent


                                       19



management and quality standards used in the telecommunications industry by
nation-wide communications tower operators operating portfolios of comparable
size and quality as that being leased and operated under this Agreement and (ii)
consistent with the standards used to manage, administer and operate the Master
Lease Sites. Except as specifically provided herein, no Sprint Additional Party
nor Lessor shall exercise any rights or take any actions with respect to the
operation, maintenance, leasing or licensing with respect to any Pre-Lease
Sites, all such rights being exclusively reserved to Lessee hereunder.

     (d) Lessee hereby accepts the Leased Property at each Site in its "AS IS"
condition, without any representation, warranty or covenant of or from Lessor,
Sprint or their respective Affiliates whatsoever as to its condition or
suitability for any particular use, except as may be expressly set forth in this
Agreement or in the Agreement to Lease and Sublease. Except as set forth in this
Agreement and the Agreement to Lease and Sublease, Lessee hereby acknowledges
that neither Lessor, Sprint nor any agent or Affiliate of Lessor or Sprint has
made any representation or warranty, express or implied, with respect to any of
the Leased Property, or any portion of such Leased Property, or the suitability
or fitness for the conduct of Lessee's business or for any other purpose,
including the Permitted Use, and Lessee further acknowledges that it has had
sufficient opportunity to inspect and approve the condition of the Leased
Property at each of the Sites.

     (e) From and after the Effective Date, Lessee will receive and will be
entitled to all of the revenue generated by the Sites (including, without
limitation, all revenue under the Collocation Agreements) and neither Lessor,
Sprint nor any of their respective Affiliates will be entitled to any of such
revenue, and if any such revenue is paid to any such Person, it will remit same
to Lessee as soon as reasonably possible after any Sprint Group Member becomes
aware of its receipt thereof (including, without limitation, by notice from
Lessee of such receipt), but in no event more than ten (10) Business Days, and
Sprint Collocator shall cause its Affiliates to perform any such obligation
hereunder. Lessor or the applicable Sprint Additional Party (as applicable) will
direct (or cause its Affiliate to direct), in writing, all payors of amounts due
with respect to any Sites to pay such amounts to Lessee. From and after the
Effective Date, and except as expressly provided in this Agreement, Lessee also
will be responsible for the payment of, and will pay, all expenses related to or
associated with the Sites, whether ordinary or extraordinary, and whether
foreseen or unforeseen. The rights granted to Lessee under this Agreement
include, with respect to each Tower, the right of Lessee to use and employ, to
the extent such rights may be legally granted to or used by Lessee, the Tower
Related Assets related to the Sites.

     (f) Lessee may from time to time make, subject to the requirements of
Section 13, such Alterations as Lessee may deem desirable in the proper conduct
of its business, so long as (i) such Alteration will not disrupt or otherwise
adversely affect Sprint Collocator's use of the Site in any material respect and
is made in accordance with the requirements set forth in Section 13 of this
Agreement, (ii) such Alteration will not result in any material respect in (y)
the value of the Site or portion of such Site being less than the value of such
Site immediately prior to such Alteration, or (z) the economic life of the Site
or portion of the Site being less than the economic life of the Site or portion
of the Site immediately prior to such Alteration, and (iii) such Alteration will
not cause the Site or portion of such Site to constitute "limited use property"
within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156.


                                       20



     SECTION 4. GROUND LEASES.

     (a) Lessee hereby acknowledges that, as to the Leased Property of each
Leased Site or Other Interest Site, as applicable, this Agreement is subject and
subordinate to all of the terms and conditions of, the applicable Ground Lease
of such Leased Site or Other Interest Site, as applicable. As to any Leased Site
or Other Interest Site, as applicable, neither Lessor nor any other Sprint Group
Member will be deemed to have assumed any duty or obligation of the Ground
Lessor under the applicable Ground Lease and will not be liable or responsible
in any manner whatsoever for any failure of such Ground Lessor to perform any
such duty or obligation. Lessee agrees that it will promptly pay or cause to be
paid the Ground Rent under each of the Ground Leases for the Leased Sites or
Other Interest Sites, as applicable during the Term of this Agreement when such
payments become due and payable and, if Lessee fails to pay Ground Rent under
any Ground Lease on a timely basis, Lessee will be responsible for any
applicable late charges, fees or interest payable to the Ground Lessor;
provided, however, that should any Ground Lessor refuse the payment of Ground
Rent for an applicable Site from any Person other than Lessor or its Affiliate,
as applicable, then Lessor or its Affiliate, as applicable, after written notice
from Lessee of the need for payment from such Person, will promptly pay such
amount, and Lessee will reimburse Lessor therefor within five (5) days after the
date of Lessor's payment. Except as provided in Section 4(c), Lessee will abide
by, comply in all respects with, and fully and completely perform all terms,
covenants, conditions, and provisions of each Ground Lease (including, without
limitation, terms, covenants, conditions, and provisions relating to
maintenance, insurance and alterations) as if Lessee were the "ground lessee"
under the applicable Ground Lease and, to the extent evidence of such
performance must be provided to the Ground Lessor of the applicable Ground
Lease, Lessee will provide such evidence to Ground Lessor. Unless otherwise
directed by Lessee or upon the suspension of the limited power of attorney
granted to Lessee below, neither Lessor, Sprint, nor any of their respective
Affiliates shall take any actions to interfere with Lessee acting as the "ground
lessee" under any Ground Leases as long as Lessee is performing its obligations
with respect to Ground Leases hereunder. To the extent that any Ground Lease
imposes or requires the performance of the "ground lessee" thereunder of any
duty or obligation that is more stringent than or in conflict with any term,
covenant, condition, or provision of this Agreement, the applicable term,
covenant, condition, or provision of the Ground Lease will control and will
constitute the duties and obligations of Lessee under this Agreement as to the
subject matter of such term, covenant, condition, or provision. Lessee will not
(and with respect to its activities on the Sprint Collocation Space, Sprint
Collocator will not) engage in or permit any conduct that would: (i) constitute
a breach of or default under any Ground Lease; or (ii) result in the Ground
Lessor being entitled to terminate the applicable Ground Lease or to terminate
Lessor's right as ground lessee under such Ground Lease, or to exercise any
other rights or remedies to which the Ground Lessor may be entitled for a
default or breach under the applicable Ground Lease. In no event shall Lessee
have any liability to any Sprint Group Member for any breach of a Ground Lease
caused by an act or omission of Lessor or any Sprint Group Member, before, on,
or after the Effective Date, and Sprint Collocator hereby indemnify and hold the
Lessee Indemnitees harmless from and against and in respect of any and all
Claims (other than Claims, to the extent arising from actions taken by Lessee or
its Affiliates) paid, suffered, incurred or sustained by any Lessee Indemnitee
and in any manner arising out of, by reason of, or in connection therewith.
During the Term as to any Leased Site or Other Interest Site, as applicable, and
subject to Sections 4(c) and 4(f) below, Lessee agrees to exercise prior to the
expiration of the applicable Ground Lease and in


                                       21



accordance with the provisions of the applicable Ground Lease, any and all
renewal options existing as of the Effective Date and any further renewal or
extension options that may be granted by any Ground Lessor after the Effective
Date for any such Leased Site or Other Interest Site, as applicable, under the
Ground Leases of such Leased Sites or Other Interest Sites, as applicable;
provided, however, that Lessee shall not be required to exercise any Ground
Lease renewal option if Sprint Collocator at the Site covered by such Ground
Lease is in default of its obligations under this Agreement as to the Site
beyond applicable notice and cure periods provided herein.

     (b) Lessee will not be entitled to act as agent for, or otherwise on behalf
of, Lessor or its Affiliates or to bind Lessor or its Affiliates in any way
whatsoever in connection with any Ground Lease or otherwise except as provided
in this Section 4. Lessor hereby delegates to Lessee the sole and exclusive
right to perform the obligations of and assert the rights of the "ground lessee"
under all Ground Leases and of the Sprint Additional Parties (or their
respective Affiliates) under all Collocation Agreements with respect to
Pre-Lease Sites, and to exercise all rights thereunder subject only to the other
provisions of this Section 4. In accordance with the provisions of this
Agreement, Lessee will have the right to review, negotiate and execute on behalf
of Lessor amendments and other documentation relating to Ground Leases and to
otherwise act on behalf of Lessor in dealing with the Ground Lessors under the
Ground Leases, and Lessor hereby grants to Lessee a limited power of attorney
and, subject to any limitation on such appointment herein, appoints Lessee as
its agent and attorney to review, negotiate and execute on behalf of Lessor
amendments and other documentation relating to Ground Leases and to otherwise
act on behalf of Lessor in dealing with the Ground Lessors under the Ground
Leases. The foregoing power of attorney and appointment are subject to the
following requirements and limitations: (i) all amendments and other
documentation executed by Lessee, and actions taken by Lessee on behalf of
Lessor must comply in all respects with the requirements and provisions of this
Agreement, (ii) upon request by Lessor, Lessee will provide Lessor with such
summaries, documentation and other information relating to Lessee's negotiations
and other activities pertaining to the Ground Lease and the Ground Lessors as
Lessor may reasonably request, and (iii) the foregoing power of attorney and
appointment granted herein to Lessee may be suspended by written notice from
Lessor to Lessee at any time upon the occurrence of an event of default by
Lessee under this Agreement or if Lessee violates or fails to comply with the
foregoing requirements and limitations and until such violation or failure is
cured. Lessee may use such power of attorney to (i) negotiate and execute any
Ground Lease renewal that is for a term of not more than five (5) years, which
may contain successive five (5) year renewal options and otherwise shall be on
commercially reasonable terms, (ii) execute other modifications, waivers and
amendments to Ground Leases (including non-disturbance agreements related
thereto) that are reasonably required in the normal course of business and
operations of the Sites, (iii) amend, modify, enforce or waive any terms of any
Collocation Agreements or enter into new site supplements or site subleases
applicable to Pre-Lease Sites or (iv) enter into any collocation agreements,
site supplements or site subleases out for signature on the date hereof or
partially executed on the date hereof applicable to Master Lease Sites and
Pre-Lease Sites. Lessor shall, from time to time and upon reasonable request
from Lessee, execute documentation reasonably necessary to confirm Lessee's
rights hereunder to a counterparty under a Collocation Agreement, within ten
(10) Business Days of receipt of a request therefor by Lessee, provided, that
Lessor and each Sprint Additional Party will not be required to obtain any new
board resolutions from any Person that is a corporation or similar resolutions
or approvals from any Person that is a


                                       22



limited liability company, partnership or trust. Lessee will, and does hereby
agree to, indemnify, defend and hold the Sprint Indemnitees harmless from,
against and in respect of any and all Claims paid, suffered, incurred or
sustained by any Sprint Indemnitee and in any manner arising out of, by reason
of, or in connection with all deeds and activities performed by Lessee pursuant
to and under the authority granted by the power of attorney granted in this
Section 4(b) (including, without limitation, a violation failure to comply with
the foregoing requirements and limitations), provided, however, that such
indemnity shall not be for amounts payable under a Ground Lease after the Site
Expiration Outside Date, unless Lessee exercises its rights under Section 36
with respect to a Site or the terms and provisions of such Ground Lease that
extends beyond the Site Expiration Outside Date are not commercially reasonable.
Except as expressly provided in this Agreement, no amendment, renewal, extension
or other change to any Ground Lease desired by Lessee during the Term pursuant
to this Section 4 will be effected without the prior consent of Lessor, such
consent not to be unreasonably withheld, conditioned or delayed. Lessor or the
Sprint Additional Parties, as applicable, shall respond to any written request
that they execute or consent to the execution of a Ground Lease amendment within
ten (10) Business Days of written notice thereof, with a failure to respond
being deemed a consent to the execution of such Ground Lease amendment by
Lessee.

     (c) With respect to any negotiations with a Ground Lessor of the terms of a
renewal or extension of a Ground Lease (other than a renewal or extension
pursuant to an option contained in such Ground Lease which Lessor is obligated
to exercise pursuant to Section 4(a)), Lessee will, at Lessee's sole cost and
expense, use commercially reasonable efforts to negotiate and obtain an
extension or renewal of all Ground Leases of the Leased Sites and Other Interest
Sites on behalf of and for the benefit of Lessor, and Lessor, if requested by
Lessee, will make commercially reasonable efforts to assist Lessee in obtaining
such extension or renewal; provided, however, that such renewal or extension
does not impose any liability or obligation on Lessor, Sprint Collocator or any
of their respective Affiliates during the Term as to the applicable Site for
which Lessee is not responsible (or subsequently agrees to be responsible) under
the terms of this Agreement. If, at the conclusion of any such negotiations by
Lessee (a "LESSEE NEGOTIATED RENEWAL"), Lessee has obtained a proposal from the
applicable Ground Lessor for the renewal or extension of such Ground Lease that
provides for Renewal Ground Rent under such renewal or extension that does not
exceed one hundred sixty percent (160%) of the Expiring Ground Rent, does not
increase any revenue sharing thereunder and does not impose any other conditions
or responsibilities on the Lessee thereunder materially more onerous than in
such Ground Lease prior to the renewal thereof for such Site, Lessee agrees that
Lessee will be required to accept such proposal and use commercially reasonable
efforts to cause such renewal or extension to be entered into (subject to Sprint
Collocator not being in default hereunder at such Site beyond applicable notice
and cure periods provided herein); provided, however, that in such event the
Sprint Collocation Charge payable by Sprint Collocator under this Agreement for
the Sprint Collocation Space at the Site that is subject to such renewal or
extension will increase during the entire period of such renewal or extension
(and any subsequent renewals or extensions thereof exercised prior to the
applicable Withdrawal Date) by the amount of the Shared Ground Rent Increase
Payment. If the proposed Lessee Negotiated Renewal provides for Renewal Ground
Rent that exceeds one hundred sixty percent (160%) of the Expiring Ground Rent
or otherwise increases any revenue sharing thereunder or otherwise imposes any
other conditions materially more onerous than those contained in such Ground
Lease prior to the renewal thereof for such Site, and Lessee does not desire to
accept Renewal


                                       23



Ground Rent, Lessee shall so notify Lessor in writing of the Renewal Ground Rent
provided for in such Lessee Negotiated Renewal, and Lessor shall have right
(exercisable by written notice from Lessor to Lessee within thirty (30) days
after receipt of such notice from Lessee to Lessor) to either (i) require Lessee
to accept such proposal and use commercially reasonable efforts to cause such
Lessee Negotiated Renewal to be entered into (but only at a Renewal Ground Rent
not exceeding the amount of the Renewal Ground Rent contained in the proposed
Lessee Negotiated Renewal of which Lessor was so notified) or (ii) attempt to
negotiate the Renewal Ground Rent for the period of such renewal or extension
directly with the applicable Ground Lessor; provided, however, that in either of
such events, if any renewal or extension is thereafter entered into, the Sprint
Collocation Charge payable by Sprint Collocator under this Agreement for the
Sprint Collocation Space at the Site that is subject to such renewal or
extension will increase during the entire period of such renewal or extension
(and any subsequent renewals or extensions thereof exercised prior to the
applicable Withdrawal Date) by the amount of the Shared Ground Rent Increase
Payment. Lessee at any time may enter into any renewal or extension of a Ground
Lease on any commercially reasonable terms as it may elect. To the extent that
Lessee or any Affiliate of Lessee succeeds to the interest of any Ground Lessor
in and to the Ground Lease located at any Site, upon the expiration of the term
of such Ground Lease (and any renewal options contained therein), the term of
such Ground Lease shall thereafter be automatically renewed for additional five
(5) year terms on the same terms and conditions as the immediately preceding
renewal or extension term of the Ground Lease, provided, however, that the
Ground Rent thereunder shall be increased by an amount equal to the product of
(x) the Ground Rent in the term then expiring and (y) a fraction (but not less
than one), the numerator of which is the aggregate base Ground Rent payable
during the final term of said Ground Lease (prior to renewal in accordance with
this sentence) and the denominator of which is the aggregate base Ground Rent
payable during the term immediately preceding the final term of said Ground
Lease (prior to renewal in accordance with this sentence), assuming such terms
are of equivalent length (or, if not of equivalent length, then the period over
which the base Ground Rent for the expiring Ground Lease shall be calculated
shall match the length of the renewal or extension, as applicable), or if such
Ground Lease had only one term thereto, then the base Ground Rent shall increase
during each year of the renewal or extension at the periodic escalations, if
any, provided for in the immediately previous five (5) years of the term of such
Ground Lease.

     (d) Commencing from and after January 1, 2007, if on the date that is six
(6) months prior to the expiration of any Ground Lease, such Ground Lease has
not been renewed or extended, Lessee will so notify Lessor in writing, and
Lessor, at its option, may attempt to negotiate such renewal or extension and if
Lessee has not previously used commercially reasonable efforts pursuant to
Section 4(c) to obtain such renewal or extension, Lessee will reimburse Lessor
for its reasonable out of pocket expenses relating to such negotiation;
provided, however, that Lessor will not in connection with such renewal or
extension, without the approval of Lessee, agree to any revenue sharing in
excess of existing revenue sharing arrangements. If Lessor completes the
foregoing negotiations for, and executes and delivers, such renewal or extension
(a "LESSOR NEGOTIATED RENEWAL"), the Term as to such Site shall continue in full
force and effect; provided, however, that the Sprint Collocation Charge payable
by Sprint Collocator under this Agreement for the Sprint Collocation Space at
the Site that is subject to the Lessor Negotiated Renewal will increase during
the entire period of such Lessor Negotiated Renewal (and any subsequent renewals
or extensions thereof) by the amount of the Shared Ground Rent


                                       24



Increase Payment. Notwithstanding anything in this Agreement to the contrary,
however, in the event of an increase in the Sprint Collocation Charge as a
result of the payment by Sprint Collocator of any Shared Ground Rent Increase
Payment under this Agreement, no portion of the Sprint Collocation Charge
attributable to any Shared Ground Rent Increase Payment shall be subject to the
annual increase in the Sprint Collocation Charge provided for in Section 11(b)
(except that Sprint Collocator will be obligated to pay as a part of the Sprint
Collocation Charge any periodic increases in the Shared Ground Rent Increase
Payment based on increased rent, fees and other charges provided for in the
applicable Ground Lease during the period of the applicable renewal or
extension). The foregoing sentence shall not limit the annual increase in the
portions of the Sprint Collocation Charge other than the Shared Ground Rent
Increase Payment as provided in Section 11(b). If Lessor or Lessee is not able
to renew or extend any Ground Lease in accordance with Section 4(c) and this
Section 4(d), then the Parties will permit such Ground Lease to expire on the
applicable expiration date, in which event this Agreement will have no further
force and effect as to the Leased Site or Other Interest Site, as applicable, to
which such Ground Lease applies except for such obligations accruing prior to or
as of such expiration date that are then unperformed.

     (e) Notwithstanding anything in this Agreement to the contrary, with
respect to any Lessee Negotiated Renewal or Lessor Negotiated Renewal with
respect to a Site pursuant to which Sprint Collocator is obligated to pay any
Shared Ground Rent Increase Payment in accordance with the provisions of Section
4(c) or 4(d), Sprint Collocator agrees that (i) if such Lessee Negotiated
Renewal or Lessor Negotiated Renewal provides for Renewal Ground Rent that
exceeds one hundred sixty percent (160%) of the Expiring Ground Rent and Sprint
Collocator exercises its Withdrawal Right with respect to such Site so that the
Withdrawal Date for such Site would occur during the term of such Lessee
Negotiated Renewal or Lessor Negotiated Renewal, the Withdrawal Date for such
Site shall be automatically extended to, and shall be, the expiration date of
the then current term of such Lessee Negotiated Renewal or Lessor Negotiated
Renewal, (or if such Ground Lease has been extended prior to such exercise of
the Withdrawal Right, the Withdrawal Date shall be automatically extended until
the expiration of the next applicable Ground Lease term) and (ii) if such Lessee
Negotiated Renewal or Lessor Negotiated Renewal provides for Renewal Ground Rent
exceeding one hundred thirty percent (130%), but equal to or less than one
hundred sixty percent (160%), of the Expiring Ground Rent for such Site, and
Sprint Collocator exercises its Withdrawal Right with respect to such Site so
that the Withdrawal Date for such Site would occur during the term of such
Lessee Negotiated Renewal or Lessor Negotiated Renewal Sprint Collocator shall
continue to pay to Lessee the portion of the Sprint Collocation Charge
attributable to the Shared Ground Rent Increase Payment for such Site (but no
other portion of the Sprint Collocation Charge) in accordance with the
provisions of this Agreement until the earlier of (y) the expiration of the then
current term of such Lessee Negotiated Renewal or Lessor Negotiated Renewal (or
if such Ground Lease has been extended prior to such exercise of the Withdrawal
Right, the Withdrawal Date shall be automatically extended until the expiration
of the next applicable Ground Lease term) or (z) the fifth (5th) anniversary of
the commencement of the then current term of such Lessee Negotiated Renewal or
Lessor Negotiated Renewal (or if such Ground Lease has been extended prior to
such exercise of the Withdrawal Right, the Withdrawal Date shall be
automatically extended until the expiration of the next applicable Ground Lease
term). Notwithstanding the foregoing provisions of this Section 4(e), the
obligations of Sprint Collocator in clause (ii) of the immediately preceding
sentence of this Section 4(e) shall not


                                       25



apply with respect to any Lessor Negotiated Renewal (without in any manner
otherwise affecting the obligations of Sprint Collocator under clause (i) of the
immediately preceding sentence) if Lessee did not use commercially reasonable
efforts pursuant to Section 4(c) to obtain a renewal or extension of the Ground
Lease that was renewed or extended pursuant to such Lessor Negotiated Renewal.
Lessee's commercially reasonable efforts shall mean providing Sprint Collocator
evidence, which may be a certification as to item (x), that it either (x)
engaged in active negotiations with the applicable Ground Lessor or (y) sent
regular correspondence to the applicable Ground Lessor with respect to renewing
such Ground Lease, in either case, at least six (6) months prior to the
expiration of such Ground Lease. Any dispute under this Section 4 shall be
subject to arbitration in accordance with the procedures set forth in Section
31(h). If a Withdrawal Right is exercised with respect to a Site that is the
subject of Lessor Negotiated Renewal or a Lessee Negotiated Renewal, Lessee
shall have no obligation to exercise any further extension options under the
Ground Lease applicable to such Site.

     (f) Upon receipt by Lessor or any other Sprint Group Member of any notice
of default or notice of an act or omission which could with the passing of time
and/or the giving of notice constitute an event of default under a Ground Lease
or non-compliance with a term of a Ground Lease (the "DEFAULT NOTICE"), Lessor
will, within five (5) Business Days after receipt of the Default Notice or such
shorter time as is reasonably necessary to avoid a termination of such Ground
Lease, provide Lessee with a copy of the Default Notice. If such default or
non-compliance with a term of a Ground Lease is caused by Lessee or any Tower
Subtenant, Lessee will, and will cause the applicable Tower Subtenant to, cure
or otherwise remedy such default or noncompliance. If such default or
non-compliance is caused by Sprint Collocator, or any other Sprint Group Member,
Lessor or Sprint Collocator will cause such default or non-compliance to be
cured or otherwise remedied at its sole cost and expense. Lessor and each Sprint
Additional Party hereby agree that if because of the failure of Lessor, any
Sprint Additional Party or any other Sprint Group Member to perform of any of
its duties, obligations, liabilities or responsibilities under any Ground Lease
that results in a default under and termination of a Ground Lease (unless such
duty, obligation, liability or responsibility is assumed by Lessee hereunder),
Sprint Collocator shall pay to Lessee an amount equal to the Unamortized Rent as
of the date of termination of the Ground Lease for the affected Site; provided,
however, that such payment shall be and constitute liquidated damages (and not
as a penalty) to Lessee hereunder on account of such failure, it being agreed
between the Parties that the actual damages to Lessee in such event are
impractical to ascertain and the amount of the Unamortized Rent is a reasonable
estimate thereof, and Lessee hereby expressly waives and relinquishes any and
all other remedies at law or in equity.

     SECTION 5. COLLOCATION AGREEMENTS.

     (a) Without limiting the generality of Section 4, Lessee expressly
acknowledges that, as to each Site, this Agreement is subject to all Collocation
Agreements currently in effect with respect to such Site as are set forth in the
Agreement to Lease and Sublease. In respect of each Master Lease Site, by
execution of this Agreement as to the Initial Master Lease Sites and thereafter
as of the Conversion Closing Date for each additional Master Lease Site, Lessor
does transfer, assign and convey over unto Lessee, for the Term as to such
Master Lease Site, all of its rights, title and interest in, to or under any
Collocation Agreements affecting such Master Lease Site and shall execute
documentation reasonably necessary to confirm same to a counterparty


                                       26



under a Collocation Agreement, within ten (10) Business Days of receipt of a
request therefor by Lessee, provided, that Lessor and each Sprint Additional
Party will not be required to obtain any new board resolutions from any Person
that is a corporation or similar resolutions or approvals from any Person that
is a limited liability company, partnership or trust. In respect of each
Pre-Lease Site, Lessor and each Sprint Additional Party does hereby (on its
behalf and on behalf of any Affiliate thereof that is a party thereto) delegate
all of its respective rights, duties, obligations and responsibilities under the
Collocation Agreements to Lessee for the Term as to such Site for periods
occurring from and after the Effective Date and shall execute documentation
reasonably necessary to confirm same to a counterparty under a Collocation
Agreement, within ten (10) Business Days of receipt of a request therefor by
Lessee, provided, that Lessor and each Sprint Additional Party will not be
required to obtain any new board resolutions from any Person that is a
corporation or similar resolutions or approvals from any Person that is a
limited liability company, partnership or trust. Lessee does hereby assume and
agree to pay and perform all of the duties, obligations, liabilities and
responsibilities of Lessor and all Sprint Additional Parties under the
Collocation Agreements affecting each Site arising from and after the Effective
Date, and Lessee will receive all rents payable under such Collocation Agreement
for periods occurring from and after the Effective Date. Lessor, each Sprint
Additional Party and Lessee acknowledge and agree that in connection with the
transactions described in this Section 5(a), certain of the Collocation
Agreements may be required to be bifurcated as provided in Section 6.11 of the
Agreement to Lease and Sublease and shall be subject to further bifurcation as
provided in Section 41(f).

     (b) Lessee will, and does hereby agree to, indemnify, defend and hold the
Sprint Indemnitees harmless from, against and in respect of any and all Claims,
paid, suffered, incurred or sustained by any Sprint Indemnitee and in any manner
arising out of, by reason of, or in connection with any failure of the duties,
obligations, liabilities and responsibilities of Lessor or the Sprint Additional
Parties under any of the Collocation Agreements (solely in their role as
"landlord" thereunder and not with respect to the use and operation of the
Sprint Collocation Space or otherwise as the subtenant of a Site) affecting each
Site and arising from and after the Effective Date, to be fully and completely
performed pursuant to the Collocation Agreements; provided, however, that the
foregoing indemnification shall not be deemed to abrogate or impair the
operation or effect of any representations or warranties of the Sprint
Additional Party made with respect to the Collocation Agreements in the
Agreement to Lease and Sublease or be applicable to a matter that constitutes an
Excluded Liability under, and as defined in, the Agreement to Lease and
Sublease.

     (c) Sprint Collocator hereby agrees to indemnify, defend and hold the
Lessee Indemnitees harmless from, against and in respect of any and all Claims,
paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner
arising out of, by reason of, or in connection with any failure of the duties,
obligations, liabilities and responsibilities of Lessor or any Sprint Additional
Party or any other Sprint Group Member under any of the Collocation Agreements
affecting each Site and arising (i) prior to the date hereof, to be fully and
completely performed pursuant to the Collocation Agreements, (ii) during the
Term of this Agreement and is related to an action or failure to act by the
Sprint Additional Parties or any of their respective Affiliates required under
this Agreement, or (iii) following the expiration of the Term as to any Site to
which any such Collocation Agreement applies from and after the date that any
such


                                       27



Collocation Agreement is reassigned or deemed reassigned to Lessor or its
designee as provided in Section 5(d).

     (d) Unless Lessee exercises the purchase option with respect to a Site
under Section 36 of this Agreement, the assignment by Lessor to Lessee of the
Collocation Agreements in respect of each Site will automatically terminate and
expire and such Collocation Agreements will automatically be (or be deemed)
reassigned or assigned, as the case may be, to Lessor or its designee, and
Lessor or its designee will accept such reassignment or assignment, as the case
may be, upon the expiration of the Term of, or earlier termination of, this
Agreement in respect of such Site.

     SECTION 6. SPRINT COLLOCATION SPACE.

     (a) Lessor, Sprint Collocator and Lessee expressly acknowledge that, at all
times during the Term as to each Master Lease Site, the Sprint Collocation Space
of each Master Lease Site will be deemed to be leased, subleased or otherwise
made available by Lessor to Lessee, and subleased back or otherwise made
available to Sprint Collocator, pursuant to this Agreement, and the Sprint
Collocation Space at each Pre-Lease Site will be deemed reserved for or
otherwise be made available to Sprint Collocator pursuant to this Agreement, in
each case for the exclusive possession and use by Sprint Collocator and its
Affiliates and permitted transferees, whether or not such Sprint Collocation
Space is now or hereafter occupied. As a part of the Sprint Collocation Space of
each Site, Lessee also grants to Sprint Collocator as to each Master Lease Site,
and Sprint Collocator reserves and shall at times retain (for the benefit of
Sprint Collocator or any of its Affiliates and except to the extent limited by
any restrictions contained in any applicable Ground Lease, the Permitted
Encumbrances or by Law): (i) a non-exclusive right and easement (over the
surface of the Site), but subject to the terms of this Agreement, the Ground
Leases, the rights of Tower Subtenants, any other agreements affecting the Site
existing prior to the Effective Date (not entered into by Lessee or its
Affiliates) and such commercially reasonable rules and regulations as Lessee may
from time to time propagate (such rules and regulations to be applied uniformly
by Lessee between Sprint Collocator and Tower Subtenants) and applicable Laws,
for ingress to and egress from the entire Site, and access to the entire Tower
and all Improvements to such Site and Tower, at such times (on a 24-hour, seven
(7) day per week basis unless otherwise limited by the Ground Lease), to such
extent, and in such means and manners (on foot or by motor vehicle, including
trucks and other heavy equipment), as Sprint Collocator deems reasonably
necessary in connection with its full use and enjoyment of the Sprint
Collocation Space, including, without limitation, a right to construct, install,
use, operate, maintain, repair and replace its Communications Equipment on the
applicable Sprint Collocation Space; and (ii) the right, exercisable only during
periods during which Sprint Collocator is actively performing work at a Site
(and subject to the terms of the applicable Ground Lease and applicable Laws),
to use any unoccupied portion of the ground space at the applicable Site for
purposes of temporary location and storage (but only during the period of the
performance of such work at such Site) of any of its Communications Equipment
and for performing any repairs or replacements (provided that such use and
occupancy of any unoccupied portion of a Site will not materially adversely
affect the use and occupancy by, or interfere with the operations of, a Tower
Subtenant or Lessee of the Site, and, provided further that Sprint Collocator
will be required to remove any of its stored Communications Equipment on any
unoccupied portion of the Site upon fifteen (15) days prior written notice from
Lessee if


                                       28



such unoccupied portion of the Site is under sublease or other
occupancy arrangement with a Tower Subtenant that is prepared to take occupancy
of such portion of the Site or is otherwise required for use by Lessee for work
or storage at such Site); and (iii) a non-exclusive right and easement for the
use, operation, maintenance, repair and replacement of all utility lines,
Equipment and appurtenances now existing and located on the Site and providing
electrical and any other utility service to Sprint's Communications Facility on
the Site, which right and easement includes the right of Sprint Collocator and
its agents, employees and contractors to enter upon the Site to repair, maintain
and replace such utility facilities.

     (b) Notwithstanding the foregoing provisions of this Section 6, except in
the event of an Emergency, Sprint Collocator shall give Lessee at least ten (10)
days prior written notice of its intention to undertake any activity that
involves having Sprint Collocator or its contractors, subcontractors, engineers,
agents, advisors, consultants, representatives, or other Persons authorized by
Sprint Collocator to (i) climb the Tower at any Site (and in the event of an
Emergency Sprint Collocator will provide such notice of having climbed the Tower
promptly after performed such act), (ii) perform construction or maintenance
activities that might reasonably be expected to temporarily or permanently
affect access or use of a Site or (iii) involves the use of heavy equipment. No
representation is made by Lessee with respect to whether any Sites are
accessible by trucks or other heavy equipment or are currently capable of being
utilized by same, and Lessee shall have no obligation to Sprint Collocator to
build access roads that are accessible by trucks or other heavy equipment or to
prepare the Site to be utilized by same; provided, however, that Lessor will be
required to maintain in such order and repair as would be required under
industry standards such access roads existing as of the Effective Date and
agrees not to take any action (except as required by Law, a Governmental
Authority, the applicable Ground Lease existing prior to the Effective Date, any
Collocation Agreement existing prior to the Effective Date or other agreement
affecting the Site existing prior to the Effective Date (and not entered into by
Lessee or its Affiliates)) that would materially diminish or impair any means of
access to any Site existing as of the Effective Date. The Sprint Collocation
Space at each Site, on the Land constituting a portion of such Site, shall
include an additional unobstructed buffer area three (3) feet in width along and
around the perimeter of all portions of Sprint's Improvements located on such
Land (collectively, the "SPRINT BUFFER ZONE"); provided, however, that Sprint
Collocator acknowledges and agrees that (i) with respect Sprint's Improvements
located on the Land at any Site on the Effective Date, the Sprint Buffer Zone is
hereby established only to the extent it exists on any Site as of the Effective
Date, (ii) with respect to the portions of Sprint's Improvements consisting of
cable runs, the Sprint Buffer Zone need not necessarily include an area three
(3) feet in width around the perimeter thereof so long as Sprint Collocator has
reasonable access to such portions of Sprint's Improvements for the purposes of
maintenance, repair and replacement thereof. If the Sprint Buffer Zone (coupled
with applicable zoning, setback or other Laws or terms in the applicable Ground
Lease or agreements with other Tower Subtenants) effectively limits Lessee's
ability to lease, license or otherwise allow space at a Site to be used by a
prospective Tower Subtenant in a commercially reasonable manner, then the Lessee
may, by written notice to Sprint Collocator, request Sprint Collocator to reduce
the size of the Sprint Buffer Zone to accommodate the reasonable requirements of
such prospective Tower Subtenant. Each such request shall be accompanied by
reasonable information that will enable Sprint Collocator to determine the
nature and location of the requested reduction and the extent of the proposed
encroachment into the Sprint Buffer Zone, and Sprint Collocator agrees to not
unreasonably withhold, condition or delay its consent to any


                                       29



such request. If Sprint Collocator consents to such a reduction in the Sprint
Buffer Zone, then such reduction shall be effective only during the period
during which the permitted encroachment into the Sprint Buffer Zone exists, and
at such time as the Improvements or Equipment at the applicable Site that
encroach upon the Sprint Buffer Zone and are the subject of the permitted
reduction are permanently removed, the Sprint Buffer Zone shall be reinstated to
the extent it existed prior to the time of the permitted reduction. In addition,
if at any time Sprint Collocator has ceased use of any portion of the Sprint
Collocation Space on the Tower that contained Communications Equipment located
outside the Sprint Tower Envelope on the Effective Date, then Lessee may, by
written notice to Sprint Collocator, request Sprint Collocator to permit Lessee
to use such unused portion of the Sprint Collocation Space to accommodate the
reasonable requirements of such prospective Tower Subtenant, and Sprint
Collocator agrees to not unreasonably withhold, condition or delay its consent
to any such request.

     (c) Notwithstanding anything in this Agreement to the contrary, (i) Lessor,
Lessee and Sprint acknowledge and agree that certain Sites as identified on
Exhibit A, are either being leased, subleased or otherwise made available by
Lessor to Lessee or being operated by Lessee pursuant to this Agreement but are
not subject to the sublease to or reservation by Sprint Collocator of any Sprint
Collocation Space (such Sites, along with any Site where Sprint Collocator
exercises its Withdrawal Rights from and after the Withdrawal Date for such
Site, the "NON-COLLOCATION SITES"), and the duties and obligations of Sprint
Collocator in this Agreement regarding Sprint Collocation Space shall not be
applicable to the Non-Collocation Sites and (ii) Lessee shall have no duties to
Lessor or Sprint with respect to such Non-Collocation Sites pursuant to Sections
6 and 25. On the Effective Date, the number of Sites either subleased back or
otherwise made available to Sprint Collocator is 654.

     (d) Sprint Collocator will, at all times during the Term as to any Site, at
Sprint Collocator's sole cost and expense, keep and maintain Sprint's
Communications Equipment and Sprint's Improvements in a structurally safe and
sound condition and in working order.

     (e) Without limiting any of Lessee's rights or obligations under this
Agreement, Lessee acknowledges and agrees that Lessee will not engage, nor will
it permit any Tower Subtenant to engage, in any conduct or activity that might
reasonably be expected to interfere (excluding electrical interference which
will be governed by Section 15) with Sprint Collocator's peaceful and quiet
enjoyment of the Sprint Collocation Space or the use and operation of Sprint
Collocator of Sprint's Communications Equipment at such Site. Notwithstanding
anything to the contrary herein, in no event shall Lessee be required to enforce
any rights against or resolve any disputes with a Tower Subtenant who at the
time of such enforcement action or dispute is an Affiliate of Sprint.

     (f) Without limiting the rights or obligations of Sprint Collocator under
this Agreement, Sprint Collocator acknowledges and agrees that it will not
engage, nor permit its Affiliates to engage, in any conduct or activity that
might reasonably be expected to interfere (excluding electrical interference
which will be governed by Section 15) with Lessee's or any Tower Subtenant's
peaceful and quiet enjoyment of its space on any Tower or the use and operation
of Communications Equipment by any Tower Subtenant.


                                       30



     (g) Sprint Collocator agrees to indemnify and hold the Lessee Indemnitees
harmless from and against and in respect of any and all Claims, paid, suffered,
incurred or sustained by any Lessee Indemnitee and in any manner arising out of,
by reason of, or in connection with the activities of Sprint Collocator or any
of its Affiliates in connection with any work at any applicable Site performed
at by or at the direction of Sprint Collocator or its Affiliates (but not
including any work at any Site that Lessee is required to perform pursuant to
this Agreement). Sprint Collocator shall restore any property damage to any Site
or appurtenant property or any access roads thereto in connection with any such
work caused by motor vehicles, trucks or heavy equipment of Sprint Collocator,
any of its employees, agents, contractors or designees. If such restoration work
is not performed by Sprint Collocator within fifteen (15) days after written
notice from Lessee (or if not capable of being performed within such fifteen
(15) day period, then within a reasonable period of time provided that Sprint
Collocator is actively and diligently pursuing completion of such restoration
work), Lessee may, but shall not be obligated to perform such work on behalf of
an for the account of Sprint Collocator, and Sprint Collocator shall reimburse
Lessee for the costs of such restoration work within fifteen (15) days after
demand thereof, together with reasonable evidence of the incurrence of such
costs.

     (h) Lessee agrees to and does hereby waive and relinquish any lien of any
kind and any and all rights, including levy, execution and sale for unpaid
rents, that Lessee may have or obtain on or with respect to any of Sprint's
Communications Equipment.

     SECTION 7. PERMITTED USE.

     (a) Lessee will use, and will permit the use of, the Leased Property at
each Site only for the Permitted Use.

     (b) Lessee will not use, or permit to be used, any Site, or any portion of
such Site, by Lessee, any Person or the public in such manner as might
reasonably be expected to impair Lessor's title to, or interest or rights in,
such Site, or any portion of such Site, or in such manner as might reasonably
make possible a Claim or Claims of adverse usage or adverse possession by the
public, as such, or any Person, or of implied dedication of any of the Leased
Property of such Site (provided there is no obligation to monitor or control use
of the Site by Sprint Collocator or its Affiliates). Nothing contained in this
Agreement and no action or inaction by Lessor, Sprint Collocator or any of their
respective Affiliates will be deemed or construed to mean that Lessor or Sprint
Collocator has granted to Lessee any right, power or permission to do any act or
make any agreement that may create, or give rise to or be the foundation for any
such right, title, interest, lien, charge or other encumbrance upon the estate
of Lessor in any Site.

     (c) Sprint Collocator will use the Sprint Collocation Space at each Site
only for installation, use, operation, repair and replacement of Sprint's
Communications Facility. Sprint Collocator will not use the Sprint Collocation
Space at any Site in such manner as might reasonably be expected to impair
Lessee's rights or interest in such Site or in such manner as might reasonably
make possible a Claim or Claims of adverse usage or adverse possession by the
public, as such, or any other Person (other than Sprint Collocator or any of its
Affiliates), or of implied dedication of such Sprint Collocation Space. Except
as specifically permitted hereunder, Sprint Collocator and its Affiliates shall
have no right to use or occupy any space at any Site


                                       31



other than the Sprint Collocation Space that it occupies from time to time in
accordance with the terms of this Agreement.

     SECTION 8. ACCESS.

     Except to the extent limited by any restrictions contained in any
applicable Ground Lease, the Permitted Encumbrances, this Agreement or by Law,
the interest or rights of Lessee in or to each Site under this Agreement
includes, as an appurtenance thereto, a non-exclusive right for access to the
Leased Property of each Site on a 24-hour, seven (7) day per week basis, on foot
or motor vehicle, including trucks and other heavy equipment, for the
installation and maintenance of the Tower and Improvements of such Site and the
Communications Facilities of Tower Subtenants. The Parties acknowledge and agree
that the right to access to any portion of the Leased Property of each Site
granted pursuant to this Section 8 will be granted to Lessee and its authorized
contractors, subcontractors, engineers, agents, advisors, consultants,
representatives, or other persons authorized by Lessee and, under Lessee's
direct supervision, and to Tower Subtenants, subject to any restrictions
contained in the applicable Ground Lease, the Permitted Encumbrances, this
Agreement or by Law.

     SECTION 9. TERM.

     (a) The term of this Agreement, as to each Master Lease Site, will commence
on the Effective Date with respect to the Initial Master Lease Sites and
Conversion Closing Date (as acknowledged and confirmed in the applicable Site
Designation Supplement) with respect to all other Master Lease Sites and will
expire on the Site Expiration Date for such Site. The term of this Agreement, as
to each Pre-Lease Site, will commence on the Effective Date and will expire on
the Site Expiration Date for such Site; provided; however, that the term of this
Agreement as to any Pre-Lease Site shall automatically expire as a result of a
Conversion Closing under the provisions of the Agreement to Lease and Sublease,
in which event the Pre-Lease Site will automatically be converted to and become
a Master Lease Site hereunder as of the Conversion Closing Date for such Site,
and no further instrument will be required to evidence such conversion;
provided, however, that upon the request of any Party, the Parties will promptly
execute such instruments as may be reasonably required to further evidence such
conversion. This Agreement will remain in full force and effect until the
expiration or earlier termination of the term of this Agreement as to all Sites.

     (b) No surrender by Lessee to Lessor of the Leased Property of any Master
Lease Site or any portion of such Site, prior to the expiration of the Term as
to such Master Lease Site will be valid or effective unless agreed to and
accepted in writing by Lessor, and no act by Lessor, other than such a written
acceptance, will constitute an acceptance of any such surrender.

     (c) Upon expiration or earlier termination of the Term as to any Master
Lease Site or as to any Pre-Lease Site prior to any Conversion Closing for such
Pre-Lease Site, Lessee, if requested by Lessor, will, at its cost and expense
and in accordance with instructions of Lessor, within a reasonable period of
time, but in no event less than thirty (30) days or such shorter period of time
as may be required under any applicable Ground Lease, (i) cause the Tower
Subtenants on such Site to stop and cease the operation of their respective
Communications Facilities on such Site (but only to the extent that any such
Tower Subtenant, in Lessee's


                                       32



reasonable judgment, does not occupy such Site pursuant to a commercially
reasonable Collocation Agreement) and (ii) to the extent permitted by the
applicable Ground Lease, remove all of Lessee's Severable Alterations from such
Site and restore each Site substantially to the condition it was in on the
Effective Date, subject to the addition of any permitted Non-Severable
Alterations; provided, however, that upon expiration or earlier termination of
the Term as to any Site upon the expiration or termination of any Ground Lease,
if required by the applicable Ground Lease, Lessee will remove the Tower and any
Improvements (whether or not constituting Severable Alterations) from such Site
and otherwise restore such Site to the condition required under the applicable
Ground Lease. The Tower and any Improvements so removed (to the extent not
constituting Severable Alterations of Lessee) will either be (i) delivered by
Lessee to any Person designated by Lessor for disposition by Lessor or its
designee, who shall pay to Lessee its cost of removal thereof, up to the net
sales proceeds such Person receives from the dispositions thereof, or (ii) sold
or otherwise disposed of by Lessee for not less than their salvage value, and
the net proceeds of such sale or other disposition after deducting Lessee's cost
of removal thereof will be paid to Lessor when and as received by Lessee. Any
Severable Alterations not removed by Lessee within such 30-day period will, at
Lessor's option, be deemed abandoned by Lessee and title to such Severable
Alterations will automatically, without further action, vest in Lessor. Except
as set forth in Section 41, in the event of the expiration of the Term as to any
Site prior to the Site Expiration Outside Date, and without limiting any of
Lessee's other rights or remedies hereunder, Lessee will have no right or claim
to any refund or credit of any portion of the prepaid Rent for such Site. Each
Site shall be delivered by Lessee to Lessor at the end of the Term as to such
Site in the condition required by this Agreement and shall otherwise be
delivered to Lessor in good condition, repair and order, reasonable wear and
tear and casualty and condemnation which Lessee is not required to repair
excepted, but without any implied warranties.

     (d) Upon expiration or earlier termination of the Term as to any Master
Lease Site or any Pre-Lease Site (other than as a result of the conversion of
such Pre-Lease Site to a Master Lease Site hereunder), Lessee, if requested by
Lessor, will deliver or cause to be delivered to Lessor (i) copies of all
written (and effective) Ground Leases, Collocation Agreements and material
Governmental Approvals solely related to such Site or, to the extent not solely
related, appropriate extracts thereof, and (ii) copies of, or extracts from, all
current files and records of Lessee solely related to the ownership, occupancy
or leasing of such Site or, to the extent not so solely related, appropriate
extracts thereof; provided, that Lessee will not be required to deliver to
Lessor any privileged document and Lessee, in its sole discretion, may deliver
such documents in electronic form.

     (e) Unless and until Lessee has exercised its purchase option under Section
36, Lessor will maintain or replace all Tower Removal Bonds as are in existence
as of the Effective Date with respect to the Sites (and provide Lessee copies of
same), unless any such Tower Removal Bond is no longer required with respect to
a Site. Lessee will, and does hereby agree to, indemnify, defend and hold the
Sprint Indemnitees harmless from, against and in respect of any and all Claims
paid, suffered, incurred or sustained by any Sprint Indemnitee and in any manner
arising out of, by reason of or in connection with the failure of Lessee to
comply with the conditions of the Tower Removal Bonds or any claim made by an
obligee on, or any payment made to, such obligee under any Tower Bond.


                                       33



     SECTION 10. WITHDRAWAL.

     (a) Sprint Collocator at each Site will have Withdrawal Rights, which will
be exercisable in respect of any Site only if the applicable Withdrawal Date is
(i) on the tenth (10th) anniversary of the Effective Date (the "TEN YEAR
WITHDRAWAL DATE"), (ii) on the last day of each successive five (5) year period
thereafter or (iii) at any time after the Ten Year Withdrawal Date if there is
an occurrence of a Withdrawal Cause. To exercise any such Withdrawal Rights with
respect to any Site, Sprint Collocator will give Lessee written notice of such
exercise (the "WITHDRAWAL NOTICE"), as applicable (A) not less than one (1) year
prior to the Ten Year Withdrawal Date, (B) one hundred eighty (180) days prior
to any applicable Withdrawal Date pertaining to any five (5) year period
following the Ten Year Withdrawal Date, and (C) ninety (90) days prior to any
Withdrawal Date occurring as a result of the occurrence of Withdrawal Cause. If
Sprint Collocator exercises the Withdrawal Rights as to any Site, Sprint
Collocator will not be required to pay the Sprint Collocation Charge with
respect to such Site for the period occurring after the Withdrawal Date
specified in the applicable Withdrawal Notice. Not later than the Withdrawal
Date of any Site, Sprint Collocator will vacate the Sprint Collocation Space of
such Site and remove, at Sprint Collocator's cost and expense, all of Sprint's
Communications Equipment at such Site (and otherwise leave the vacant Sprint
Collocation Space in good condition, repair and order (reasonable wear and tear
and loss by casualty and condemnation excepted) and shall remove all of Sprint's
Communications Equipment therefrom and restore any damage thereto caused by,
through or under any Sprint Group Member), if such Sprint Collocation Space is
occupied, whereupon Sprint Collocator's right to occupy and use the Sprint
Collocation Space of such Site pursuant to this Agreement will be terminated. At
the request of either Sprint Collocator or Lessee, the appropriate Parties will
enter into documentation, in form and substance reasonably satisfactory to such
Parties, evidencing any withdrawal effected pursuant to this Agreement.

     (b) In addition to, and not in limitation of any right of Sprint Collocator
under Section 10(a), and notwithstanding anything in this Agreement to the
contrary, without limiting or diminishing Sprint Collocator's payment
obligations hereunder in any manner, including its obligation to pay Sprint
Collocation Charge, Sprint Collocator will not have any obligation to occupy, or
to operate a Communications Facility on, the Sprint Collocation Space of any
Site, and Sprint Collocator will have the right, exercisable at any time during
the Term as to any Site, to cease occupying or operating Sprint's Communications
Facility on the Sprint Collocation Space of such Site, and retain its right to
such Sprint Collocation Space and may permit any of its Affiliates to occupy
such Sprint Collocation Space, so long as Sprint Collocator remains the primary
obligor for the Sprint Collocation Charge in respect of such Site and such
Affiliates' use of the Sprint Collocation Space is in accordance with all the
terms and conditions of this Agreement. In no event shall such use and occupancy
by an Affiliate of Sprint diminish Sprint Collocator's rights and obligations
hereunder.

     SECTION 11. RENT AND PRE-LEASE RENT; SPRINT COLLOCATION CHARGE.

     (a) Lessee will prepay Rent in respect of the Leased Property of each of
the Initial Master Lease Sites for the entire Term as to such Master Lease Site
on the Effective Date. Lessee will prepay the Pre-Lease Rent in respect of the
Leased Property of each Pre-Lease Site for the entire Term as to such Pre-Lease
Site on the Effective Date for each Pre-Lease Site. Such


                                       34



Rent and Pre-Lease Rent will be specifically allocated to the periods as set
forth in Exhibit H ("ALLOCATED RENT"); provided, however, that if any Pre-Lease
Site becomes a Master Lease Site as a result of a Conversion Closing, then the
remaining portion of the Pre-Lease Rent attributable to the periods from and
after the Conversion Closing Date will thereafter be credited to and constitute
Rent for such Master Lease Site for the corresponding periods after such
Conversion Closing Date; and provided, further, that such allocation of Rent and
Pre-Lease Rent shall in no event fail to qualify for the uneven rent test
provided for in Treasury Regulations Section 1.467-3(c)(4). For each calendar
month during the Term as to each Site, Sprint Collocator at each Site will pay
the Sprint Collocation Charge with respect to the Sprint Collocation Space for
such Site (or if there is more than one Tower at such Site on which Sprint
Collocator or its Affiliates maintain Sprint Collocation Space, with respect to
the Sprint Collocation Space of each Tower at such Site), in advance on the
first day of each such month, beginning on the Effective Date. Lessee agrees
that, except pursuant to the terms of Sections 4(f) and 41 and any provision
contained in the Agreement to Lease and Sublease that expressly provides for the
same, the Rent and the Pre-Lease Rent are non-refundable and that Lessee will
have no right of abatement, reduction, setoff, counterclaim, rescission, refund,
defense or deduction with respect thereto. Sprint Collocator agrees that it will
have no right of abatement (except as set forth in Section 14), reduction,
setoff, counterclaim, rescission, refund, defense or deduction with respect to
any payment of the Sprint Collocation Charge (including any Shared Ground Rent
Increase Payment) or any amount payable by Sprint Collocator pursuant to Section
11(g).

     (b) The following terms will have the following definitions:

     "PRE-LEASE RENT" means, as to any Pre-Lease Site, the amount prepaid by
Lessee to Lessor with respect to such Pre-Lease Site pursuant to this Agreement
and as specified in Exhibit H, and "RENT" means, as to any Master Lease Site,
the amount prepaid by Lessee to Lessor with respect to such Master Lease Site
pursuant to this Agreement and as specified in Exhibit H (and as credited in
Section 11(a)). Pre-Lease Rent and Rent are intended to constitute "fixed rent"
(as such term is defined in Treasury Regulations Section 1.467-1(h)(3)).

     "SPRINT COLLOCATION CHARGE" means, as to any Sprint Collocation Space at
any Site, the monthly amount payable to Lessee by Sprint Collocator for the
sublease, use and occupancy, as applicable, of the Sprint Collocation Space at
such Site pursuant to this Agreement in an amount equal to $1,400 per month
subject to an annual increase on each CPI Change Date equal to the lesser of (a)
three percent (3%) or (b) the applicable CPI Change plus two percent (2%).

     (c) If the Effective Date is a day other than the first day of a calendar
month, the applicable Sprint Collocation Charge for the period from the
Effective Date through the end of the calendar month during which the Effective
Date occurs will be prorated on a daily basis, and will be included in the
calculation of and payable with the Sprint Collocation Charge for the first full
calendar month of the Term. If the date of the expiration of the Term as to any
Site is a day other than the last day of a calendar month, the applicable Sprint
Collocation Charge for such calendar month will be prorated on a daily basis. On
the Effective Date, the aggregate number of Sites for which the Sprint
Collocation Charge is payable on the Effective Date is 654.

     (d) If Sprint Collocator does not pay all or any portion of the Sprint
Collocation Charge (the "UNPAID AMOUNT") or any Ongoing Revenue Sharing Payment
when due and


                                       35



payable, Sprint Collocator will pay Lessee a late charge equal to
the product of (i) the lesser of (A) the Prime Rate plus one and one-half
percent (1.5%) or (B) twelve percent (12%) per annum and (ii) the Unpaid Amount
calculated for each day from the date on which the outstanding Unpaid Amount was
due until the date of payment of such Unpaid Amount in full.

     (e) Notwithstanding that Rent and Pre-Lease Rent shall be prepaid in
accordance with Section 11(a), the Parties agree that, for Tax purposes only,
the Allocated Rent for each Site shall represent and be the amount of Rent or
Pre-Lease Rent, as applicable, for which Lessee becomes liable on account of the
use of each applicable Site for each calendar year, in whole or in part, of the
Term.

     (f) It is the intention of the Parties that the allocation of Rent or
Pre-Lease Rent to each Rent Payment Period as provided in Exhibit H constitutes
a specific allocation of fixed rent within the meaning of Treasury regulations
Section 1.467-1(c)(2)(ii)(A), with the effect that pursuant to Treasury
regulation Sections 1.467-1(d) and 1.467-2, Lessor and Lessee, on any federal
income tax returns filed by each of them (or on any Tax return on which their
income is included), shall accrue the amounts of rental income and rental
expense, respectively, set forth for each Rent Payment Period in Exhibit H under
the caption "Proportional Rent" (the "PROPORTIONAL RENT"). Because Lessee is
prepaying the Rent or Pre-Lease Rent in respect of each Site for the entire Term
pursuant to Section 11(a), there shall be considered to exist a loan from Lessee
to Lessor for purposes of Section 467 of the Code with respect to each Site
equal to the amount set forth in Exhibit H under the caption "Section 467 Loan"
(the "SECTION 467 LOAN"). Lessor shall deduct interest expense and Lessee shall
accrue interest income, in each case, in an amount equal to that set forth in
Exhibit H under the caption "Section 467 Interest" for the applicable Rent
Payment Period. In no event shall any principal or interest on any Section 467
Loan be separately payable as such (including upon any termination of this
Agreement with respect to a Site), it being agreed and understood that these
items represent characterizations for Tax purposes only, and in no event
whatsoever shall Lessee be entitled to a reduction of, or offset against, the
amounts of Rent and Pre-Lease Rent payable pursuant to Section 11(a).

     (g) Sprint Collocator shall pay, as additional collocation rent, to Lessee,
(i) within fifteen (15) Business Days after demand by Lessee (accompanied by
reasonable evidence that such amounts are due and payable to the applicable
Ground Lessors), an amount equal to one half (1/2) of (A) the lump sum amount
necessary to be paid to lessors under any applicable Ground Leases in order to
relieve Lessee of any obligation to pay Revenue Sharing Payments under such
Ground Leases during the entire Term as to the Site covered by any such Ground
Lease, and (B) any Ongoing Revenue Sharing Payment during the Term of this
Agreement; provided, however, that if at the time Lessee notifies Sprint
Collocator of the existence and amount of such any Ongoing Revenue Sharing
Payment, Lessee also notified Sprint Collocator of the duration of such Ongoing
Revenue Sharing Payment and the amount of and the dates on which such Ongoing
Revenue Sharing Payments are due and payable to the Ground Lessor, Lessor will
pay to the Ground Lessor or to Lessee for payment to the Ground Lessor (as
directed by Lessee) the amount of such Ongoing Revenue Sharing Payments so
payable on and before the date when they become due and payable for the duration
of such payment period as designated by Lessee. Upon request by Sprint
Collocator, Lessee will provide Lessor with such supporting documentation as
Sprint Collocator may reasonably require to evidence that any Revenue Sharing
Payments are due and payable to any Ground Lessor.


                                       36



     SECTION 12. CONDITION OF THE SITES AND OBLIGATIONS OF LESSEE.

     (a) Lessee acknowledges that, as between Lessor, Lessee and Sprint
Collocator, in respect of each Site, Lessee has the obligation, right and
responsibility to repair and maintain such Site except as otherwise provided in
this Agreement, including without limitation, an obligation to monitor each
Tower to maintain the structural integrity of the Tower and the ability of the
Tower to hold and support all Communications Equipment then mounted on the
Tower, in accordance with all applicable Laws and standard industry practices.
Unless any Lessee Indemnitee has received payment for a claim for
indemnification under Article 9 of the Agreement to Lease and Sublease related
to such condition, Lessee shall have no obligation to perform any repair of a
Site with respect to a condition existing prior to the date hereof. Subject to
the other provisions contained in this Agreement, Lessee, at its sole cost and
expense, will monitor, maintain and repair each Site such that Sprint Collocator
and Tower Subtenants may utilize such Site to the extent permitted in this
Agreement, including, without limitation, the markings on each Tower and the
structural integrity of each Tower. Installation, maintenance and repair of each
Site will comply in all material respects with all Laws and will be performed in
a manner consistent with standard industry practices and so as to minimize any
material disruption in Sprint Collocator's business conducted, and use and
operation of Sprint's Communications Equipment located, at such Site. Lessee
assumes all responsibilities, as to each Site, for any fines, levies, and/or
other penalties imposed as a result of non-compliance with such requirements of
the applicable Governmental Authorities commencing from and after the Effective
Date with such requirements of the applicable Governmental Authorities except
for non-compliance caused by Sprint Collocator or its Affiliates that is not
caused as a result of Lessee's failure to perform its obligations under this
Agreement. Sprint Collocator assumes all responsibilities, as to each Site, for
any fines, levies, and/or other penalties imposed as a result of Sprint
Collocator's or its Affiliates past, current or future non-compliance with such
requirements of the applicable Governmental Authorities. Subject to the terms of
any applicable Collocation Agreement in existence as of the Effective Date,
Lessee will use reasonable efforts to cause and (if a default would result under
any applicable Ground Lease for a failure to cause) shall cause Tower Subtenants
to maintain and repair all of its Communications Equipment on each Site in
accordance with the requirements of this Agreement; provided, however that
nothing herein will require Lessee to maintain any of Sprint's Communications
Equipment or any Communications Equipment of Tower Subtenants to the extent that
such Tower Subtenants are required to perform such maintenance. Without limiting
the foregoing, Lessee at its own cost and expense, will make (or cause to be
made) all Alterations to the Sites as may be required from time to time to meet
in all material respects the requirements of applicable Laws except for the
maintenance and repair work to be performed by Sprint Collocator in accordance
with clause (c) of this Section 12.

     (b) For each Site, Lessee, at its sole cost and expense, will provide
Lessor, as applicable, all necessary and appropriate information reasonably
requested by Lessor for Lessor to obtain (and Lessor will obtain within a
reasonable amount of time) all of the certificates, permits, and other approvals
which may be required in connection with FCC or FAA regulations. Lessee will
also provide Lessor all appropriate information reasonably requested by Lessor
pertaining to any easements or consents which are required from any third
parties with respect to the operation of such Site (to the extent different from
the easements and consents needed prior to the Effective Date), including with
respect to the lighting system serving such Site, and Lessor


                                       37



will cooperate with Lessee in connection with such actions, as contemplated by
Section 18 (without requirement that Lessee expend any sums to obtain any such
easement or consent). Notwithstanding anything herein to the contrary, Lessee
will have no obligation to provide any information necessary for Lessor or
Sprint Collocator to obtain any certificate, permit or other approval relating
to Sprint's Communications Equipment. If, as to any Site, any material
certificate, permit, license, easement, or approval relating to the operation of
such Site is canceled, expires, lapses, or is otherwise withdrawn or terminated
(unless the same is the result of the acts or omissions of Lessor, Sprint
Collocator or their respective Affiliates, agents or employees) or, if Lessee
has breached its obligation under this Section 12(b), then Sprint Collocator
will have the right, in addition to its other remedies pursuant to this
Agreement, at law, or in equity, to take appropriate action to remedy any such
noncompliance and demand reimbursement for any expenses incurred in connection
with such actions from Lessee. Notwithstanding anything to the contrary
contained herein, Lessee will have no obligation to obtain or restate (or
otherwise provide information for Lessor or Sprint Collocator to obtain or
restate) any certificates, permits or approvals that (i) relate exclusively to
Sprint's Communications Equipment or (ii) were rescinded due to a violation by
any of the same by Lessor or Sprint Collocator. Sprint Collocator will, at all
times, keep, operate and maintain Sprint's Communications Equipment at each Site
in a safe condition, in good repair and in accordance with applicable Laws.

     (c) The following provisions will apply with respect to the lighting
systems serving the Sites (but only if such lighting systems are required by
applicable Law (including approvals granted by any local zoning board) or
existing written agreements):

     For each Site, Lessee agrees to monitor the lighting system serving such
Site and will notify the appropriate FAA service office of any lighting failure
not existing on the Effective Date or at the time responsibility for such
notification is assumed by Lessee under the Transition Services Agreement of
even date herewith (the "TRANSITION SERVICES AGREEMENT") in accordance with the
requirements of applicable Law. In addition, Lessee agrees, as soon as
practicable, to begin a diligent effort to repair any failed lighting in
accordance with the requirements of applicable Law, and to notify Lessor and
Sprint Collocator upon successful completion of the repair. Notwithstanding
anything to the contrary contained in this Agreement, Lessee agrees to
indemnify, defend and hold each Sprint Indemnitee harmless from and against any
Claims arising out of or by reason of any failed lighting (unless such Claim is
the result of the action or failure to act of Lessor, Sprint Collocator or their
respective Affiliates, agents or employees). In addition to and not in
limitation of Sections 31(e) and (f), if Lessee defaults under this Section
12(c), Lessor or Sprint Collocator, in addition to their other remedies pursuant
to this Agreement, at law, or in equity, may elect to take appropriate action to
repair or replace lights and invoice Lessee. In addition, Lessor may subject to
arbitration of any dispute pursuant to the provisions of Section 31(h),
terminate this Agreement as to such Site (i) if Lessor or Lessee is at any time
fined by the FAA (pursuant to a final and non-appealable order) as a result of
the occurrence of such default or (ii) if Lessor has given Lessee notice of such
default under Section 31(e)(ii) and Lessee does not cure such default within the
applicable cure period set forth in Section 31(e)(ii), within sixty (60) days of
the occurrence of such event. The foregoing right may not be exercised by Lessor
if (a) such fine occurs during a period where Lessor or Sprint Collocator is
still providing light monitoring service to Lessee with respect to a Site and
such fine results in whole or in part from the failure of Lessee to receive
timely information with respect to the failure of a


                                       39



lighting system; (b) such fine occurs during a period where light monitoring
service is being transitioned to Lessee and Lessee takes prompt action to
address any non-compliance of which it is aware; (c) such fine or non-compliance
or underlying failure of the lighting system results from actions or omissions
of Sprint Collocator, its Affiliates or agents or (d) such fine or
non-compliance results from the occurrence a force majeure event.
Notwithstanding Lessor's agreement to provide such light monitoring service,
Lessee will perform, at Lessee's sole cost and expense, all repair and
maintenance associated with the lighting system at each Site. Without in any way
affecting Lessee's obligations relating to lighting; (i) during the Term, Sprint
Collocator will have the right, at its expense, to install and maintain
equipment for the purpose of monitoring (x) the lighting system serving the
Tower or the Improvements of each Site, and/or (y) any device of Lessee's used
to monitor the lighting system serving each Tower (provided that none of the
foregoing interferes with Lessee's monitoring of the lighting system at such
Site or any of Tower Subtenant's use of the Site or does not otherwise result in
any material increased costs to Lessee or any Tower Subtenant); and (ii) Lessee
will have the right, at its expense, to install and maintain equipment for the
purpose of monitoring any device of Sprint Collocator used to monitor the
lighting system servicing any Tower.

     (d) Without limiting Lessee's obligations under this Section 12 and the
other provisions of this Agreement, the Parties acknowledge that Sprint
Collocator (or its Affiliate) is licensed by the FCC to provide
telecommunications services and that the Sites are used to provide those
services. Nothing in this Agreement will be construed to transfer control of any
FCC authorization held by Sprint Collocator (or its Affiliate) to Lessee with
respect to telecommunications services provided by Sprint Collocator or its
Affiliates or to limit the right of Sprint Collocator (or its Affiliate) to take
all necessary actions to comply with its obligations as an FCC licensee or with
any other legal obligations to which it is or may become subject (subject to the
other terms of this Agreement with respect to actions Sprint Collocator or its
Affiliates may take with respect to a Site).

     SECTION 13. REQUIREMENTS FOR ALTERATIONS; TITLE TO ALTERATIONS; ADDITION OF
EQUIPMENT; WORK ON THE SITE.

     (a) All Alterations that are made to a Site (whether required or optional),
including, without limitation, Alterations made to the Sprint Collocation Space
of a Site to the extent required to be performed by Lessee, will comply with the
requirements of Section 3(f) of this Agreement. Title to each Alteration will
without further act or instrument be deemed to constitute a part of the Site and
be subject to this Agreement unless such Alteration is a Severable Alteration.

     (b) Whenever Lessee makes Alterations to any Site; constructs, replaces,
maintains or repairs the Tower and Improvements of any Site; installs,
maintains, replaces or repairs, or causes Tower Subtenants to install, maintain,
replace or repair, any Equipment; or reconstruct or restore the Leased Property
(the "LESSEE WORK"), the following provisions will apply:

          (i) No Lessee Work will be commenced until all certificates, licenses,
     permits, authorizations, consents and approvals necessary for the Lessee
     Work, from all Governmental Authorities having jurisdiction with respect to
     any Site or the Lessee Work as set out in Section 3(f) of this Agreement,
     have been obtained. Lessor will reasonably


                                       39



     cooperate with Lessee, at Lessee's sole cost and expense, as is reasonably
     necessary in connection with Lessee's obtaining all such certificates,
     licenses, permits, etc. required to be issued by any Governmental
     Authorities in connection with Lessee's Work.

          (ii) Lessee will commence and perform the Lessee Work in accordance
     with then-current industry-standard practices and procedures ("STANDARD
     PROCEDURES").

          (iii) Lessee will cause the Lessee Work to be done and completed in a
     good, substantial and workmanlike manner and in compliance in all material
     respects with all Laws. Lessee will be solely responsible for construction
     means, methods, techniques, sequences and procedures, and for coordinating
     all activities related to the Lessee Work, and neither Lessor nor Sprint
     Collocator will have any duty or obligation to inspect the Lessee Work, but
     will have the right to do so, at reasonable times, upon reasonable prior
     notice and in a reasonable manner.

          (iv) Lessee will promptly commence the Lessee Work and, once
     commenced, diligently and continually pursue the Lessee Work and complete
     the Lessee Work within a reasonable time. Lessee will assign such qualified
     personnel to the Lessee Work as may be necessary to cause the Lessee Work
     to be completed in an expeditious fashion.

          (v) All Lessee Work will be performed at Lessee's sole cost and
     expense. Lessee will provide and pay for all labor, materials, goods,
     supplies, equipment, appliances, tools, construction equipment and
     machinery and other facilities and services necessary for the proper
     execution and completion of the Lessee Work. Lessee will promptly pay when
     due all costs and expenses incurred in connection with the Lessee Work.
     Lessee will pay, or cause to be paid, all fees and Taxes required by Law in
     connection with the Lessee Work.

          (vi) Lessee will be responsible for initiating and maintaining all
     necessary safety precautions and programs in connection with the Lessee
     Work, and will take necessary protections in accordance with Standard
     Procedures to prevent damage, injury or loss to, the Lessee Work, all
     persons performing Lessee Work on the Site, all other persons who may be
     involved in or affected by the Lessee Work, and all materials and equipment
     to be incorporated in the Lessee Work, Tower and Improvements of such Site.

          (vii) Lessee will procure and maintain in full force and effect, and
     will cause its contractors and subcontractors to procure and maintain in
     full force and effect, with respect to the Lessee Work: (x) in the case of
     Lessee only but subject to Section 24, full replacement cost "ALL-RISK",
     "BUILDER'S RISK" insurance, insuring the Lessee Work; and (y) the other
     types of insurance required to be maintained pursuant to Section 24 of this
     Agreement. Such additional insurance policies will meet the requirements
     set forth elsewhere in this Agreement with respect to the insurance
     policies otherwise required to be obtained and maintained by Lessee under
     this Agreement.

     SECTION 14. DAMAGE TO THE SITE, TOWER OR THE IMPROVEMENTS.


                                       40



     (a) If there occurs a casualty which damages or destroys all or a
Substantial Portion of any Site, then within thirty (30) days after the date of
the casualty, Lessee shall notify Lessor in writing as to whether the Site is a
Non-Restorable Site (it being understood Lessee may waive any condition in the
definition of Non-Restorable Site, if it believes in good faith that Restoration
may be commenced (and a building permit issued) within one year), which notice
will specify in detail the reasons for such determination by Lessee, and if such
Site is not a Non-Restorable Site the estimated time, in Lessee's reasonable
judgment, for Restoration of the Site (a "CASUALTY NOTICE"). If Lessee fails to
give Casualty Notice to Lessor within such thirty (30) day period, the affected
Site shall be deemed not to be a Non-Restorable Site. If Lessor or the
applicable Sprint Additional Party disagrees with any determination of Lessee in
the Casualty Notice that the Site is a Non-Restorable Site, Lessor or the
applicable Sprint Additional Party (as applicable) may institute arbitration
proceedings to determine any such matter in the manner described in Section
31(h). If such Site is a Non-Restorable Site, then (i) either Lessee or Sprint
Collocator shall have the right to terminate Sprint Collocator's leaseback or
other use and occupancy of the Sprint Collocation Space at such Site, upon
written notice to Sprint Collocator and such leaseback or other use and
occupancy at such Site shall terminate as of the date of such Notice and (ii)
Lessor or the applicable Sprint Additional Party, as applicable, will have the
right to terminate this Agreement as to such Site by written notice to Lessee
within thirty (30) days after receipt of such written notice from Lessee,
whereupon the Term as to such Site will automatically expire as of the date of
such notice of termination and, if such right is exercised, Sprint Collocator's
leaseback or other use and occupancy of the Sprint Collocation Space shall be
terminated by written notice to Lessee within thirty (30) days after receipt of
such written notice from Lessee, whereupon Sprint Collocator's rights and
obligations as to the leaseback or other use and occupancy of Sprint Collocation
Space at such Site will automatically expire as of the date of such notice of
termination. In all instances Lessee shall have the sole right to retain all
insurance Proceeds related to a Non-Restorable Site and any other Site.

     (b) If there occurs, as to any Site, a casualty which damages or destroys
(i) all or a Substantial Portion of such Site and the Site is not a
Non-Restorable Site, or (ii) less than a Substantial Portion of any Site,
Lessee, at its sole cost and expense, will promptly and diligently commence with
the adjustment of Lessee's insurance Claims with respect to such event within a
period of thirty (30) days after the date of the damage and, thereafter,
promptly commence, and diligently prosecute to completion, the Restoration of
the same. The Restoration will be carried on and completed in accordance with
the provisions and conditions of this Section 14.

     (c) If Lessee is required to restore any Site in accordance with Section
14(b), all Proceeds of Lessee's insurance will be held by Lessee or the Lessee
Lender and applied to the payment of the costs of the Restoration and will be
paid out from time to time as the Restoration progresses. Any portion of the
Proceeds of Lessee's insurance applicable to a particular Site remaining after
final payment has been made for work performed on such Site will be retained by
and be the property of Lessee. If the cost of Restoration exceeds the Proceeds
of Lessee's insurance, Lessee will pay the excess cost.

     (d) Without limiting Lessee's obligations under this Agreement in respect
of a Site subject to a casualty, if Lessee is required to cause the Restoration
of a Site that has suffered a casualty, Lessee will make available to Sprint
Collocator a portion of the Leased Property of such Site for the purpose of
Sprint Collocator's locating, at its sole cost and expense, a temporary


                                       41



communications facility, and will give Sprint Collocator priority over Tower
Subtenants at such Site as to the use of such portion; provided, however, that
(i) the placement of such temporary communications facility will not interfere
in any material respect with Lessee's Restoration or the continued operations of
any Tower Subtenant; (ii) Sprint Collocator will obtain any permits and
approvals, at Sprint Collocator's cost, required for the location of such
temporary communications facility on such Site; and (iii) there must be
Available Space on the Site for locating such temporary communications facility.

     (e) If Lessee fails at any time to diligently pursue the substantial
completion of the Restoration of the Site required under this Agreement (subject
to delay for force majeure events other than inability to obtain Governmental
Approvals), Sprint Collocator may, in addition to any other available remedy,
terminate this Agreement as to Sprint Collocator's leaseback or other use and
occupancy of the Sprint Collocation Space at the applicable Site upon giving
Lessee written notice of its election to terminate at any time prior to
completion of the Restoration.

     (f) From and after any casualty as to any Site described in this Section 14
and during the period of Restoration at a Site, the Sprint Collocation Charge
with respect to such Site will abate until completion of the Restoration.

     (g) The Parties acknowledge and agree that this Section 14 is in lieu of
and supersedes any statutory requirements under the laws of any State applicable
to the matters set forth in this Section 14.

     SECTION 15. TOWER SUBTENANTS; INTERFERENCE.

     (a) Lessee acknowledges and agrees that Lessee will not permit the addition
of any Tower Subtenants at any Site if such addition would materially and
adversely affect the operation of Sprint's Communications Equipment installed
prior to such Tower Subtenant's addition and Sprint Collocator's operation, use
or enjoyment of any Sprint Collocation Space on such Site, taking into account
customary and commercially reasonable practices for multi-tenant wireless
communication sites and towers.

     (b) Lessee will not and will not permit any Tower Subtenant at any Site to
(i) install or change, alter or improve the frequency, power, or type of the
Communications Equipment that materially and adversely interferes with the
operation of Sprint's Communications Equipment in existence on such Site as of
the date of such installation, change, alteration or improvement or is not
authorized by, or violates, any applicable Laws or is not made or installed in
accordance with good engineering practices (and Lessee will require any Tower
Subtenant who subleases, licenses, or uses any portion of a Site to covenant to
comply with the foregoing); or (ii) implement a configuration which materially
and adversely interferes with the operation of Sprint's Communications Equipment
on such Site in existence as of the date of such implementation.

     (c) If any Tower Subtenant installs or operates any Communications
Equipment which is in violation of, any Laws, Lessee will cause such Tower
Subtenant to shut down such Communications Equipment as promptly as practicable
(but in any event within fifteen (15) days


                                       42



after having actual knowledge thereof), failing which Lessee will shut down such
Communications Equipment.

     (d) If any interference at any Site (at levels above commercially
acceptable levels of interference at multi-tenant wireless communication sites)
occurs as a result of actions of Lessee or Tower Subtenants described in Section
15(b) above as to any Site, Lessee will be responsible for coordinating and
resolving any such interference problems caused by Lessee or Tower Subtenants at
such Site, including, without limitation, using its commercially reasonable
efforts to correct and eliminate the interference within two (2) Business Days
of receipt of notification from Sprint Collocator and perform an interference
study in accordance with then-current industry-standard procedures. If the
interference cannot be corrected or eliminated within such two (2) Business Days
period, Lessee will cause, at Lessee's option, any of Lessee's or Tower
Subtenants' Communications Equipment or Communications Facility that interferes
with the operation of Sprint's Communications Facility's authorized frequency
spectrum or signal strength, to be immediately powered down or turned off, with
the right to turn such interfering Communications Equipment or facility back up
or on only during off-peak hours in order to determine whether such interference
continues or has been eliminated; provided, that if any interference continues
at the time the power output of the interfering Communications Equipment is
powered down, the Communications Equipment that interferes with the operation of
Sprint's Communication Facility or the Sprint Collocation Space will be turned
off. If Lessee or any Tower Subtenant cannot reasonably correct or eliminate
such interference within thirty (30) days of receipt of written notice from
Sprint Collocator, Lessee will or will cause such Tower Subtenant to cease the
operations of the applicable Communications Equipment and to stop providing
services from the applicable Communications Facility or the Leased Property at
the applicable Site in its entirety until the interference problems are
resolved.

     (e) Notwithstanding the foregoing provisions of this Section 15, (i) the
obligations of Lessee hereunder as to any Site are subject to the rights of any
Tower Subtenant under any Collocation Agreement in existence as of the Effective
Date at such Site, and to the extent that the provisions of any such Collocation
Agreement prohibits Lessee from performing the obligations of Lessee hereunder,
Lessee will be required to perform such obligations only to the extent permitted
under such Collocation Agreement and shall have no liability with respect
thereto to Sprint Collocator and (ii) Lessee shall have no obligation to enforce
any rights under a Collocation Agreement against an Affiliate of Sprint.

     (f) Sprint Collocator will not, as to any Site, (i) install or change,
alter or improve the frequency, power, or type of Sprint's Communications
Equipment that materially and adversely interferes with the operation of any
Tower Subtenant's Communications Equipment in existence on such Site as of the
date of such installation, change, alteration or improvement or is not
authorized by, or violates, any applicable Laws or is not made or installed in
accordance with good engineering practices or otherwise violates the terms of
any Collocation Agreement existing on the Effective Date; or (ii) implement a
configuration which materially and adversely interferes with the operation of
any Tower Subtenant's Communications Equipment on such Site in existence as of
the date of such implementation.

     (g) If Sprint Collocator installs or operates any Communications Equipment
which is not authorized by, or is in violation of, any Laws, Sprint Collocator
will remove such


                                       43



Communications Equipment as promptly as practicable (but in any event within
fifteen (15) days after having actual knowledge thereof).

     (h) If any interference (at levels above commercially acceptable levels of
interference at multi-tenant wireless communication sites) occurs as a result of
actions of Sprint Collocator described in Section 15(f) above as to Sprint's
Communications Equipment at any Site, Sprint Collocator will be responsible for
coordinating and resolving any such interference problems caused by Sprint
Collocator, including, without limitation, using its commercially reasonable
efforts to correct and eliminate the interference within two (2) Business Days
of receipt of notification from Lessee and perform an interference study in
accordance with then-current industry-standard procedures. If the interference
cannot be corrected or eliminated within such two (2) Business Day period,
Sprint Collocator will cause any of Sprint's Communications Equipment that
interferes with the operation of any Tower Subtenant's Communications Facility's
authorized frequency spectrum or signal strength, to be immediately powered down
or turned off, with the right to turn such interfering Communications Equipment
or facility back up or on only during off-peak hours specified by Lessee in
order to determine whether such interference continues or has been eliminated;
provided, that if any interference continues at the time the power output of the
interfering Communications Equipment is powered down, the Communications
Equipment that interferes with the operation of the applicable Tower Subtenant's
Communication Facility will be turned off. If Sprint Collocator cannot correct
or eliminate such interference within thirty (30) days of receipt of written
notice from Lessee, Sprint Collocator will cease the operations of the
applicable Communications Equipment and to stop providing services from the
Sprint's Communications Facility or the Sprint Collocation Space of the
applicable Site in its entirety until the interference problems are resolved.

     SECTION 16. TAXES.

     (a) Subject to Sections 16(b) and (c) and 39(b), and except as provided
below, Lessee will be responsible for all Taxes upon or with respect to (A) any
of the Leased Property, any portion of such Leased Property, or any interest
therein, (B) the acquisition, purchase, sale, financing, leasing, subleasing,
ownership, maintenance, repair, redelivery, alteration, insuring, control, use,
operation, delivery, possession, repossession, location, storage, refinancing,
refund, transfer of title, registration, reregistration, transfer of
registration, return, or other disposition of any of the Leased Property or any
portion of such Leased Property, or interest in such Leased Property, (C) the
rental payments, receipts, or earnings arising from the Leased Property, any
portion of such Leased Property, or any interest in such Leased Property, or
payable pursuant to this Agreement, or any other payment or right to receive
payment pursuant to any related document, or (D) any Alteration, removal,
substitution, maintenance, or repair of any of the Leased Property. Subject to
Sections 16(b) and (c) and 39(b), and except as provided below, Lessee will be
responsible for all Taxes upon or with respect to each Site applicable to all
periods occurring after the Effective Date and during the Term as to such Site.
Lessee will receive any refunds for Taxes paid by Lessee pursuant to this
Agreement. Notwithstanding the foregoing, Lessee will not be required to pay any
Taxes payable with respect to a Leased Site or Other Interest Site, if the
applicable Ground Lease provides that the Ground Lessor is responsible for such
Taxes without pass-through to the applicable ground lessee and the Ground Lessor
actually pays any such Taxes. If the Ground Lessor does not pay any such Taxes
and


                                       44



either Party becomes aware of it, the Parties will, at Lessee's expense,
cooperate and use commercially reasonable efforts to cause the Ground Lessor to
pay such Taxes.

     (b) In the taxable periods occurring during the Term as to any Site, any
Taxes (determined without regard to the Term) for which Lessee is responsible
under this Section 16 and that are calculated or assessed on the basis of a time
period any portion of which is not included within the Term as to such Site
(e.g., Property Taxes assessed annually) will be prorated proportionately
between the applicable Sprint Group Member and Lessee based on the number of
days in each such period during the time period of assessment that is included
within the Term as to such Site. Lessee's obligations for Taxes under this
Section 16 will be limited to that proportionate amount of such Taxes
attributable to the period during which this Agreement is in effect with respect
to such Site; provided, that any Taxes resulting from special assessments or
appraisals of any Site occurring during the period during which this Agreement
is in effect will be the sole responsibility of Lessee. Any other Taxes that are
not calculated or assessed on the basis of a time period, but for which Lessee
is responsible under Sections 16 or 39(b), will be prorated using a fair and
equitable proration method that considers, among other things, the basis upon
which such Taxes are assessed.

     (c) Notwithstanding anything to the contrary in this Section 16 or in
Section 39, the Parties agree as follows with respect to Property Taxes: (i)
Lessor or the applicable Sprint Group Member will prepare all returns with
respect to Property Taxes in the ordinary course and with the same degree of
diligence that it exercises with respect to similar tax compliance matters; (ii)
Lessor or the applicable Sprint Group Member will pay all Property Taxes on a
timely basis to the appropriate Governmental Authority and Lessee shall have no
responsibility for Property Taxes other than with respect to the Lessee Property
Tax Charge and Landlord Reimbursement Taxes, (iii) for each calendar year, or
portion thereof, that is included in the Term as to each Site, Lessee will pay
to Lessor the Lessee Property Tax Charge on or before July 1 of the respective
calendar year; provided that if the Effective Date is after July 1, the payment
for the first calendar year (or portion thereof) shall be made on the Effective
Date; provided further that if the Term ends prior to July 1, the payment for
the final year shall be made on the last day of the Term; and (iv) by June 15 of
each calendar year, Lessor will provide Lessee with an officer's certificate in
the form of Exhibit D. Lessor, Lessee and the applicable Sprint Group Member
will cooperate with each other, and make available to each other such
information as will reasonably be necessary, in connection with the preparation
of tax returns for Property Taxes and any audit or judicial or administrative
proceeding relating to the same. To the extent a Sprint Group Member, other than
Lessor or Sprint Collocator, has an obligation under this Section 16, Sprint
Collocator shall cause such Sprint Group Member to perform such obligation.
Lessee will be responsible for all Landlord Reimbursement Taxes for which the
applicable Ground Lessor seeks reimbursement under the provisions of the Ground
Lease after the Effective Date and during the Term with respect to each Site;
provided, however, the Parties will prorate such amounts relating to tax periods
that include the Effective Date or the Site Expiration Date in a manner
consistent with the provisions of Section 16(b) and the paying Party will be
entitled to reimbursement from the non-paying Party for the non-paying Party's
portion of the Landlord Reimbursement Taxes paid, and provided further that,
with respect to the twelve month period beginning on the Effective Date, Lessor
will reimburse Lessee for the amount of the aggregate Landlord Reimbursement
Taxes paid by Lessee (prorated for such twelve month period with the actual
amount of Landlord Reimbursement Taxes during 2005 and 2006 straightlined) that


                                       45



exceed the product of $200 multiplied by the number of Sites. To the extent
either Party is entitled to reimbursement from the other Party for the payment
of prorated Landlord Reimbursement Taxes, such reimbursement shall be due within
fifteen (15) days of the presentation of a statement reflecting amounts due and
appropriate other documentation supporting the calculation and payment of such
amounts to the applicable Ground Lessor. In the event of (1) the non-payment of
Taxes when due (unless such Taxes are being contested in good faith and there is
no material risk of forfeiture of any Site as a result of such non-payment of
Taxes) by Lessor or any of its Affiliates, which could result in a material risk
of forfeiture of a Site (in which case, Lessor will promptly notify Lessee when
Lessor becomes aware of such event) or (2) the failure by Lessor to deliver the
certificate required to be delivered under clause (iv) of the first sentence of
Section 16(c) with respect to any Site by July 15 of the calendar year, Lessee
may notify Lessor in writing of the non-payment of Taxes and request that Lessor
or its Affiliates take action within 90 days to pay such Taxes and remove any
Liens ("90 DAY LESSEE Notice"). Within 90 days after receipt of the 90 Day
Lessee Notice, Lessor will provide evidence to Lessee to support that Lessor or
its Affiliates have paid such Taxes and started the process of removing any Lien
or have contested such Taxes in good faith with the appropriate Governmental
Authority and are diligently prosecuting such contest, and there is no material
risk of forfeiture of the Site. In the case of a contest, Lessor will provide
periodic updates to Lessee at least every 30 days thereafter until Lessor
provides evidence that such Lien has been removed. In the event that Lessor or
its Affiliates have elected to contest a Tax on a Site in accordance with the
provisions of this Section, Lessor agrees that it or its Affiliates will pay all
Taxes and take all actions necessary to remove any Lien within the time provided
by the appropriate Governmental Authority after a final determination. If, on
the ninety-first day after receipt of the 90 Day Lessee Notice, the Lessor or
its Affiliates have not (x) paid such Taxes and otherwise started the process of
removing any Lien or (y) taken action to contest such Taxes and continuously
prosecuted such contest, and there is no material risk of the forfeiture of the
Site, the Lessee may (but shall be under no obligation to) pay the Tax and cure
any Lien by taking any reasonable action necessary. Lessor will reimburse Lessee
for all costs incurred in paying such Taxes within 15 days of the presentation
to Lessor by Lessee of written documentation evidencing the payment of such
Taxes and the removal of any Lien for which Lessee is requesting reimbursement.
If, at any time after delivery of the 90 Day Lessee Notice, a material risk of
forfeiture of the Site arises, Lessor shall give prompt notice to Lessee and
(whether or not Lessor has provided such notice) Lessee shall have the right to
purchase the individual Site that is the subject of the proceeding for a
purchase price of $100 by giving Lessor written notice of its exercise of such
purchase option (provided that in the case of a 90 Day Lessee Notice described
in clause (1) above, such purchase option shall not be exercisable (j) until 10
days after the earlier of the Lessee delivery of the 90 Day Lessee Notice and
Lessor having actual knowledge of the event giving rise to such 90 Day Lessee
Notice, and (k) unless the material risk of forfeiture is continuing), and such
option shall be exercised pursuant to the provisions of Section 36, mutatis
mutandis, except that the Option Purchase Price shall be $100 and shall apply
only with respect to the individual Site.

     (d) Except as provided in Section 36(e), any excise, sales, use, value
added, registration, stamp, recording, documentary, conveyancing, transfer,
gains and similar Taxes ("TRANSFER TAXES") incurred in connection with the
transactions contemplated by this Agreement or the Collateral Agreements will be
borne by Lessee. Lessee will provide Lessor with a certificate substantially in
the form of Exhibit E. The Parties will cooperate in providing each


                                       46



other with any additional exemption certifications and other similar
documentation as appropriate. The Party that is required by applicable Law to
file the tax returns with respect to any applicable Transfer Taxes will do so at
its own expense, and the other Parties will cooperate with respect thereto as
necessary.

     SECTION 17. UTILITIES.

     Except as set forth to the contrary below in this Section 17, Lessor will
have no obligation to make arrangements for or to pay any charges for connection
or use of utilities and similar services to any Site, including but not limited
to, electricity, telephone, power, and other utilities. As among Sprint
Collocator and all new Tower Subtenants, Lessee will cause utility charges to be
separately metered. Sprint Collocator will pay to the applicable utility service
provider the charges for all separately metered utility services used by Sprint
Collocator at each Site in the operation of Sprint's Communications Facility at
such Site. Notwithstanding the foregoing provisions of this Section 17, if the
applicable utility service provider will not render a separate bill for Sprint
Collocator's usage, Sprint Collocator will reimburse Lessee monthly for Sprint
Collocator's actual metered usage at the rate charged to Lessee by the
applicable utility service provider, or if Lessee is prohibited from installing
a separate meter to measure Sprint Collocator's usage, Sprint Collocator may use
Lessee's utility sources to provide utility service to the Communications
Facility, and Sprint Collocator will reimburse Lessee monthly for Sprint
Collocator's actual usage at the rate charged to Lessee by the applicable
service provider (and Lessee and Sprint Collocator agree to cooperate in
determining a method by which to measure or estimate Sprint Collocator's usage
if the usage is not capable of actual measurement). Notwithstanding anything to
the contrary contained herein, Lessee shall have no obligation to provide,
maintain or pay for utility services related to Sprint's Communication
Equipment. Sprint Collocator shall pay for all utility services utilized by
Sprint Collocator and its Affiliates in its operations at each Site prior to
delinquency. For all Sites where Sprint Collocator leases Sprint Collocation
Space, certain Affiliates of Sprint and Lessee have agreed to an arrangement in
a separate agreement for the segregation and transfer of responsibility for
electrical service serving the lighting system serving each Site from Sprint
Collocator to Lessee. In connection with such arrangement, Sprint Collocator
agrees to pay the utility costs for such electrical power as follows. If not
prohibited by applicable Laws, Sprint Collocator shall allow Lessee to access
Sprint Collocator's (or other Person occupying the Sprint Collocation Space's)
power sources at all Sites with lighting systems in order to install lighting
monitoring equipment and maintain Tower lighting as required under this
Agreement and the Transition Services Agreement. Accessing such power sources
shall be at Lessee's sole cost and expense. The cost of all power provided to
Lessee shall be at no cost or expense to Lessee. During each of the first four
(4) years of the Term of this Agreement, Lessee shall obtain its own power
source for its lighting and lighting monitoring equipment and transition from
using power of Sprint Collocator (or other Persons occupying the Sprint
Collocation Space) for the Sites and the sites leased or preleased under each
Additional Master Lease and Sublease (collectively, with the Sites, the
"AGGREGATE LIGHTING SITES") requiring lighting monitoring equipment
(approximately 1,137 Sites) as of the Effective Date at a rate of twenty-five
percent (25%) of such Aggregate Lighting Sites by the end of each of the first
four (4) years of the Term of this Agreement, all as to be more fully described
in the Transition Services Agreement. Notwithstanding anything to the contrary
contained herein, Lessee is not required to obtain its own power source for
lighting and


                                       47



monitoring equipment if lighting at a Site is not required under applicable Law
(including approvals granted by any local zoning board) or other existing
written agreement.

     SECTION 18. GOVERNMENTAL PERMITS.

     (a) In addition to and not in limitation of the provisions of Section 12(a)
of this Agreement, Lessee will, at its own cost and expense, provide to Lessor
and Sprint Collocator or its Affiliates all necessary and appropriate
information reasonably requested by Lessor or Sprint Collocator or its
Affiliates to obtain and maintain in effect all certificates, permits, licenses
and other approvals relating to FAA or FCC regulations and Lessee will, at its
own cost and expense, obtain and maintain in effect all certificates, permits,
licenses and other approvals (other than those relating to FCC and FAA
regulations) and comply with all Laws, required or imposed by Governmental
Authorities (other than those relating to FCC or FAA regulations), in connection
with the operation and maintenance of the Leased Property at each Site
(including the Tower on such Site). As part of Lessee's obligation to provide
information, Lessee will provide Lessor and Sprint Collocator or its Affiliates
access to data reasonably necessary to monitor the lighting systems at each Site
to the extent in Lessee's possession (to the extent Sprint Collocator is not
already independently monitoring the same and to the extent such lighting
systems are required by applicable Law (including approvals granted by any local
zoning board) or existing written agreements).

     (b) Lessee will reasonably cooperate with Sprint Collocator or its
Affiliates in their efforts to obtain and maintain in effect any certificates,
permits, licenses and other approvals and to comply with any Laws required or
imposed on Sprint Collocator by Governmental Authorities applicable to the
Sprint Collocation Space of each Site.

     (c) Sprint Collocator will, at its own cost and expense, obtain and
maintain or cause to be maintained in effect all material certificates, permits,
licenses and other approvals and comply with all Laws required or imposed by
Governmental Authorities in connection with the operation and maintenance of the
Sprint Collocation Space of each Site, including, without limitation, FCC
regulations. The cost of obtaining and maintaining such FCC or FAA permits or
approvals will be reimbursed to Lessor in accordance with Section 18(f).

     (d) Lessor and Sprint Collocator will reasonably cooperate with Lessee in
Lessee's efforts to provide required information and to comply with all Laws
required or imposed by Governmental Authorities applicable to each Site.

     (e) Lessor and Sprint Collocator will be afforded access, at reasonable
times and upon reasonable prior notice, to all of Lessee's records, books,
correspondence, instructions, blueprints, permit files, memorandum and similar
data relating to the compliance of the Towers with all applicable Laws or if
Lessor or Sprint Collocator otherwise provides reasonable justification
therefore, except privileged documents or where disclosure is prohibited by Law.
Lessee will also provide Lessor or Sprint Collocator with an electronic
interface or other real time access to Lessee's Tower administration database
which will enable access to detailed information concerning collocations. Any
information described in this Section 18(e) will be open for inspection upon
reasonable notice by Lessor or Sprint Collocator, at its cost, and its


                                       48



authorized representatives at reasonable hours at Lessee's principal office and
will be retained by Lessee for period of three (3) years after the expiration of
this Agreement.

     (f) The cost of Lessor's or Sprint Collocator's or its Affiliates obtaining
and maintaining all FCC and FAA permits and approvals relating to the operation
and maintenance of the Leased Property of each Site (excluding the Sprint
Collocation Space) and Lessee Work, in each case, after the Effective Date, will
be borne by Lessee in accordance with Sections 13(b)(i) and 18(c) (the
"REIMBURSABLE COSTS"). Lessor will provide Lessee with an invoice for
Reimbursable Costs on a monthly basis, which amount will be paid by Lessee to
Lessor or Sprint Collocator, as applicable, within twenty (20) Business Days of
Lessee's receipt of such invoice.

     SECTION 19. NO LIENS.

     (a) Lessee will not create or permit any Lien (other than Lessee Permitted
Liens) against any Site, or any part of any Site. If any such Lien created or
permitted by Lessee (other than Lessee Permitted Liens) is filed against all or
any part of any Site, Lessee will be required to cause the same to be discharged
by payment, satisfaction or posting of bond within thirty (30) days only (i)
after Lessee has obtained knowledge of such Lien and (ii) Lessee has elected not
to contest such Lien in accordance with Section 19(b) hereof. If Lessee fails,
after notice and opportunity to cure, to cause any Lien not being contested as
provided in Section 19(b) (other than Lessee Permitted Liens) to be discharged
within the permitted time, Lessor may cause it to be discharged and may pay the
amount of such Lien in order to do so. If Lessor makes any such payment, all
amounts paid by Lessor will be payable by Lessee to Lessor within ten (10) days
of demand.

     (b) To the extent not prohibited under any applicable Ground Lease, Lessee
may, at Lessee's sole cost and expense, in its own name and on its own behalf or
in the name of and on behalf of Lessor, in good faith, contest any claim of Lien
and, in the event of any such contest, may permit such claim of Lien so
contested to remain unpaid, unsatisfied and undischarged during the period of
such contest and any appeal from such contest; provided, that, if any portion of
any Site is subject to imminent danger of loss or forfeiture by virtue of or by
reason of such claim of Lien, such claim of Lien will be complied with as
promptly as practicable, but in any event prior to any loss or forfeiture.
Lessor, at the sole cost and expense of Lessee, will use commercially reasonable
efforts to cooperate fully with Lessee in any such contest.

     (c) Any Secured Lessee Loan (including any Mortgage execute in connection
therewith) will be subject to each and every term, covenant, condition,
agreement, requirement, restriction and provision set forth in this Agreement
and subject to all rights of Lessor hereunder.

     (d) Lessor will execute any necessary easement or right of way for
utilities for any Owned Site promptly following any request by Lessee, provided
such easement or right of way does not have an adverse effect on Sprint
Collocator's use or enjoyment of the Sprint Collocation Space of such Site or on
the ownership by Lessor of the Tower on such Site, including without limitation,
the operation of Sprint's Communications Equipment on such Site.

     (e) Sprint Collocator will not create or permit (or allow any of its
Affiliates to create or permit) any Lien arising by, through or under Sprint
Collocator or its Affiliates (other than


                                       49



Permitted Encumbrances) against Site, or any part of any Site. If any such Lien
(other than Permitted Encumbrances) is filed against all or any part of any Site
as a result of the acts or omissions of Sprint Collocator or any of its
Affiliates, Sprint Collocator will cause the same to be discharged by payment,
satisfaction or posting of bond within thirty (30) days after obtaining actual
knowledge such Lien. If Sprint Collocator fails to cause any such Lien (other
than Permitted Encumbrances) to be discharged within such thirty (30) day
period, Lessee may, after ten (10) days prior written notice to Sprint
Collocator, cause such Lien to be discharged and may pay the amount of such Lien
in order to do so. If Lessee makes any such payment, all amounts paid by Lessee
will be payable by Sprint Collocator to Lessee upon demand.

     SECTION 20. CONDEMNATION.

     (a) If there occurs a Taking of all or a Substantial Portion of any Site,
other than a Taking for temporary use, then (i) Lessee will have the right to
terminate this Agreement as to such Site by written notice to Lessor and Sprint
Collocator within thirty (30) days of the occurrence of such Taking whereupon
the Term will automatically expire as to such Site, on the Date of Taking, as if
such date were the Site Expiration Date as to such Site and each Party shall be
entitled to prosecute, claim and retain the entire Award attributable to its
respective interest in such Site under this Agreement and (ii) Sprint Collocator
will have the right to terminate this Agreement as to Sprint Collocator's
leaseback or other use and occupancy of the Sprint Collocation Space by written
notice to Lessee within thirty (30) days of the occurrence of such Taking,
whereupon ) Sprint Collocator's rights and obligations as to the leaseback or
other use and occupancy of the Sprint Collocation Space at such Site will
automatically expire as of the Date of Taking.

     (b) If there occurs a Taking of less than a Substantial Portion of any
Site, then this Agreement and all duties and obligations of Lessee under this
Agreement in respect of such Site will remain unmodified, unaffected and in full
force and effect. Lessee will promptly proceed with the Restoration of the
remaining portion of such Site (to the extent commercially feasible) to a
condition substantially equivalent to its condition prior to the Taking. Lessee
will be entitled to apply the Award received by Lessee to the Restoration of any
Site from time to time as such work progresses; provided, that Sprint Collocator
will be entitled to prosecute and claim an amount of any Award reflecting its
interest under this Agreement. If the cost of the Restoration exceeds the Award
recovered by Lessee, Lessee will pay the excess cost. If the Award exceeds the
cost of the Restoration, the excess will be paid to Lessee.

     (c) If there occurs a Taking of any portion of any Site for temporary use,
then this Agreement will remain in full force and effect as to such Site for the
remainder of the Term as to such Site; provided that, notwithstanding anything
to the contrary contained in this Agreement, during such time as Lessee will be
out of possession of such Site, if a Master Lease Site, or unable to operate
such Site, if a Pre-Lease Site, by reason of such Taking, the failure to keep,
observe, perform, satisfy and comply with those terms and conditions of this
Agreement compliance with which are effectively impractical or impossible as a
result of Lessee's being out of possession or unable to operate (as applicable)
such Site will not be an event of default under this Agreement. The Award for
any such temporary Taking payable for any period prior to the Site Expiration
Date will be paid to Lessee and, for any period thereafter, to Lessor.


                                       50



     (d) If there occurs a Taking of any Sprint Collocation Space of any Site or
any portion of such Sprint Collocation Space, for temporary use, then this
Agreement will remain in full force and effect as to such Site for the remainder
of the then-current Term; provided that, notwithstanding anything to the
contrary contained in this Agreement, during such time as Sprint Collocator will
be out of possession of such Sprint Collocation Space by reason of such Taking,
the failure by Sprint Collocator to keep, observe, perform, satisfy, and comply
with these terms and conditions of this Agreement compliance with which are
effectively impractical or impossible as a result of Sprint Collocator's being
out of possession of such Sprint Collocation Space will not be an event of
default under this Agreement, and, in addition, Sprint Collocator will not be
liable for payment of the Sprint Collocation Charge during the period of the
temporary Taking.

     SECTION 21. WAIVER OF SUBROGATION; INDEMNITY.

     (a) Except as provided in this Agreement, to the extent permitted by
applicable Law, Lessor, Lessee and Sprint Collocator hereby waive any and all
rights of recovery, claim, action or cause of action against each other, their
respective agents, officers and employees, for any loss or damage that may occur
to any Site or their respective property at any Site, by reason of fire, the
elements, or any other cause insured against, or required to be insured against,
under the terms of policies of property insurance maintained, or required to be
maintained, for such Site, by Lessor, Lessee or Sprint Collocator (as the case
may be) under the terms of this Agreement, regardless of cause or origin. In
addition, Lessor, Lessee and Sprint Collocator will cause each such property
insurance policy carried by them insuring the their respective property at each
Site to provide that the insurer waives all rights of recovery by way of
subrogation against any other Party hereto in connection with any loss or damage
covered by the policy.

     (b) Subject to the provisions of Section 21(a) above, Lessee agrees to
indemnify and to hold each Sprint Indemnitee harmless from any and all Claims
suffered or incurred by such Sprint Indemnitee by reason of, or arising out of
(i) any default, breach, performance or nonperformance by Lessee of its
respective obligations and covenants under this Agreement, including, without
limitation, Sections 13, 15 and 18; (ii) any Claims against any Sprint
Indemnitee arising out of or resulting from (x) Lessee's use, operation,
maintenance or occupancy of any part of the Site in violation of the terms of
this Agreement or (y) any Tower Subtenant's use, operation, maintenance or
occupancy of its Communications Facility in violation of the terms of this
Agreement; (iii) any failure of Lessee to comply with any applicable Laws or
with the directives of the FCC and FAA that Lessee is required to comply with
pursuant to this Agreement or under applicable Laws; (iv) any Claims arising out
of or resulting from Lessee's acts or omissions, or the acts or omissions of any
of their respective agents, employees, engineers, contractors, subcontractors,
licensees, or invitees; and (v) any other provision of this Agreement which
provides that Lessee will indemnify and hold harmless any Sprint Indemnitee in
respect of the matters contained in such provision. If any action or proceeding
is brought against any Sprint Indemnitee by reason of any such Claim, Lessee
upon notice from such Sprint Indemnitee, covenants and agrees to defend such
action or proceeding at its expense.

     (c) Subject to the provisions of Section 21(a) above, Sprint Collocator
agrees to indemnify and to hold each Lessee Indemnitee harmless from any and all
Claims with respect to


                                       51



bodily injury, personal injury or property damage suffered or incurred by such
Lessee Indemnitee by reason of, or arising out of (i) any default, breach,
performance or nonperformance of Sprint Collocator's obligations and covenants
under this Agreement; (ii) any Claims against any Lessee Indemnitee arising out
of or resulting from Sprint Collocator's use, operation, maintenance or
occupancy of Sprint's Communications Equipment or any portion of the Site
(including the Sprint Collocation Space) in violation of the terms of this
Agreement, (iii) Sprint Collocator's failure to comply with any applicable Laws
or with the directives of the FCC and FAA as to Sprint's Communications
Equipment; (iv) any Claims against any Lessee Indemnitee arising out of or
resulting from the acts or omissions of Lessor, Sprint Collocator, their
respective Affiliates or any of Sprint Collocator's agents, employees,
engineers, contractors, subcontractors, licensees or invitees; and (v) any other
provision of this Agreement which provides that Sprint Collocator will indemnify
and hold harmless any Lessee Indemnitee in respect of the matters contained in
such provision. If any action or proceeding is brought against any Lessee
Indemnitee by reason of any such Claim, Sprint Collocator, upon notice from such
Lessee Indemnitee, covenants and agrees to defend such action or proceeding at
its expense.

     SECTION 22. SUBORDINATION OF MORTGAGES.

     All Mortgages which at any time during the Term of this Agreement may be
placed upon such Site or any portion of such Site and all documents and
instruments evidencing and securing any Secured Lessee Loan, shall be subject
and subordinate to the terms and conditions hereof.

     SECTION 23. ENVIRONMENTAL COVENANTS.

     (a) For purposes of this Agreement, the following terms will have the
following meanings: (i) "HAZARDOUS MATERIAL" or "HAZARDOUS MATERIALS" means and
includes petroleum products, flammable explosives, radioactive materials,
asbestos or any material containing asbestos, polychlorinated biphenyls, or any
hazardous, toxic or dangerous waste, substance or material defined as such or
defined as a hazardous substance or any similar term, by, in or for the purposes
of the Environmental Laws, including, without limitation Section 101(14) of
CERCLA (hereinafter defined); provided, that the term "HAZARDOUS MATERIALS" will
exclude quantities of materials or substances maintained by Lessor, Sprint
Collocator, its Affiliates, Lessee and Tower Subtenants on or about any Site
(including Tower and Improvements on such Site) in the ordinary course of
business, so long as such materials are maintained in accordance with the
applicable Environmental Laws: (ii) "RELEASE" will have the meaning given such
term, or any similar term, in the Environmental Laws, including, without
limitation Section 101(22) of CERCLA; and (iii) "ENVIRONMENTAL LAW" or
"ENVIRONMENTAL LAWS" will mean any "SUPER FUND" or "SUPER Lien" Law, or any
other federal, state or local statute, Law, ordinance, code, rule, regulation,
order or decree, regulating, relating to or imposing liability or standards of
conduct concerning any Hazardous Materials as may now or at any time hereafter
be in effect, including, without limitation, the following, as same may be
amended or replaced from time to time, and all regulations promulgated under or
in connection with: the Superfund Amendments and Reauthorization Act of 1986;
The Comprehensive Environmental Response, Compensation and Liability Act of
1980; The Clean Air Act; The Clean Water Act; The Toxic Substances Control Act;
The Solid Waste Disposal Act, as amended by the Resource Conversation and
Recovery Act; The Hazardous Materials Transportation Act; and The Occupational
Safety and Health Act of 1970.


                                       52



     (b) Lessee covenants and agrees that: (i) Lessee will not conduct or allow
to be conducted upon any Site any business operations or activities, or employ
or use a Site, to generate, manufacture, refine, transport, treat, store,
handle, dispose of, transfer, produce, or process Hazardous Materials; provided,
that Lessee will have the right to bring, use and keep and allow any Tower
Subtenant to bring and keep on any Site in compliance with all applicable Laws,
batteries, generators and associated fuel tanks and other substances commonly
used in the industry necessary for the operation and maintenance of each Site;
(ii) Lessee will carry on its business and operations at each Site in compliance
in all respects with, and will remain in compliance with, all applicable
Environmental Laws and will ensure that all Tower Subtenants do the same: (iii)
Lessee will not create or permit to be created any Lien against any Site for the
costs of any response, removal or remedial action or clean-up of Hazardous
Materials; (iv) Lessee will promptly conduct and complete all investigations,
studies, sampling and testing, and all remedial, removal, and other actions
necessary to clean up and remove all Hazardous Materials on, from or affecting
each Site in accordance with all applicable Environmental Laws; and (v) Lessee
will promptly notify Lessor and Sprint Collocator in writing if Lessee receives
any notice, letter, citation, order, warning, complaint, claim or demand that:
(w) Lessee or any Tower Subtenant has violated, or is about to violate, any
Environmental Law, (x) there has been a Release or there is a threat of Release,
of Hazardous Materials at or from the applicable Site, (y) Lessee or any Tower
Subtenant may be or is liable, in whole or in part, for the costs of cleaning
up, remediating, removing or responding to a Release of Hazardous Materials, or
(z) a Site are subject to a Lien favor of any Governmental Authority for any
liability, cost or damages under any Environmental Law.

     (c) Lessor covenants and agrees that: (i) Lessor will not conduct, or allow
any Person under the direction or control of Lessor, upon any Site any business
operations or activities, or employ or use a Site, to generate, manufacture,
refine, transport, treat, store, handle, dispose of, transfer, produce, or
process Hazardous Materials; (ii) Lessor will carry on its business and
operations at each Site, if any, in compliance in all respects with, and will
remain in compliance with, all applicable Environmental Laws; and (iii) Lessor
will not create, or permit any Person under the direction or control of Lessor
to create, any Lien against any Site, including for the costs of any response,
removal or remedial action or clean-up of Hazardous Materials; Lessor will
promptly notify Lessee if Lessor receives any notice, letter, citation, order,
warning, complaint, claim or demand that: (w) Lessor or any Tower Subtenant has
violated, or is about to violate, any Environmental Law, (x) there has been a
Release or there is a threat of Release, of Hazardous Materials at or from the
applicable Site, (y) Lessee, Lessor or any Tower Subtenant may be or is liable,
in whole or in part, for the costs of cleaning up, remediating, removing or
responding to a Release of Hazardous Materials, or (z) a Site is subject to a
Lien favor of any Governmental Authority for any liability, cost or damages
under any Environmental Law.

     (d) Lessor agrees to indemnify and hold the Lessee Indemnitees harmless
from and against any and all Claims, including Claims of any and every kind
whatsoever paid, incurred, suffered by, or asserted against the Lessee
Indemnitees or the Sprint Collocation Space of any Site for, with respect to, or
as a result of the violation or breach of, or the failure of Lessor or Sprint
Collocator to fully and completely keep, observe, satisfy, perform and comply
with, any agreement, term, covenant, condition, requirement, provision or
restriction of Section 23(c);


                                       53



     (e) Sprint Collocator covenants and agrees that as to each Site upon which
it leases or otherwise uses or occupies any Sprint Collocation Space: (i) Sprint
Collocator will not conduct or allow to be conducted upon any such Sprint
Collocation Space of any Site any business operations or activities, or employ
or use a Sprint Collocation Space of any Site, to generate, manufacture, refine,
transport, treat, store, handle, dispose of, transfer, produce, or process
Hazardous Materials; provided, that Sprint Collocator will have the right to
bring, use and keep on the Sprint Collocation Space of any Site in compliance
with all applicable Laws, batteries, generators and associated fuel tanks and
other substances commonly used in the industry necessary for the operation and
maintenance of each Sprint Collocation Space of any Site; (ii) Sprint Collocator
will carry on its business and operations on the Sprint Collocation Space of any
Site in compliance in all respects with, and will remain in compliance with, all
applicable Environmental Laws unless non-compliance results from the acts or
omissions of Lessee or any Tower Subtenant; (iii) Sprint Collocator will not
create or permit to be created any Lien against any Sprint Collocation Space of
any Site for the costs of any response, removal or remedial action or clean-up
of Hazardous Materials unless non-compliance results from the acts or omissions
of Lessee or any Tower Subtenant; (iv) to the extent such Hazardous Materials
were deposited by Sprint Collocator, Sprint Collocator will promptly conduct and
complete all investigations, studies, sampling and testing, and all remedial,
removal, and other actions necessary to clean up and remove all Hazardous
Materials on, from or affecting the Sprint Collocation Space of each Site in
accordance with all applicable Environmental Laws; and (v) Sprint Collocator
will promptly notify Lessee in writing if Sprint Collocator receives any notice,
letter, citation, order, warning, complaint, claim or demand that: (w) Sprint
Collocator has violated, or is about to violate, any Environmental Law, (x)
there has been a Release or there is a threat of Release, of Hazardous Materials
at or from the Sprint Collocation Space of any Site, (y) Sprint Collocator may
be or is liable, in whole or in part, for the costs of cleaning up, remediating,
removing or responding to a Release of Hazardous Materials, or (z) the Sprint
Collocation Space of any Site is subject to a Lien in favor of any Governmental
Authority for any liability, cost or damages under any Environmental Law.

     (f) Except to the extent arising or resulting from the acts or omissions of
Lessor or Sprint Collocator, Lessee agrees to indemnify and hold the Sprint
Indemnitees harmless from and against any and all Claims, including Claims of
any and every kind whatsoever paid, incurred, suffered by, or asserted against
the Sprint Indemnitees or any Site for, with respect to, or as a result of the
following: (i) the presence in, on, over or under, or the escape, seepage,
leakage, spillage, discharge, emission or Release on or from any Site of any
Hazardous Materials that occurs after the Effective Date and prior to the
applicable Site Expiration Date or earlier date of termination of this
Agreement; (ii) the violation of any Environmental Laws relating to or affecting
any Site that occurs after the Effective Date (relating to a condition first
existing after the Effective Date) and prior to the applicable Site Expiration
Date or earlier date of termination of this Agreement; (iii) a Release of any
Hazardous Materials or the violation of any of the Environmental Laws that
occurs after the Effective Date and prior to the applicable Site Expiration Date
or earlier date of termination of this Agreement in connection with any other
property owned, operated or used by or on behalf of Lessee, which violation or
Release gives or may give rise to any rights whatsoever in any Party with
respect to any Site by virtue of any of the Environmental Laws; (iv) any
warranty or representation made by Lessee in this Section 23 is or becomes false
or untrue in any material respect; or (v) the violation or breach of, or the


                                       54



failure of Lessee to fully and completely keep, observe, satisfy, perform and
comply with, any agreement, term, covenant, condition, requirement, provision or
restriction of this Section 23.

     (g) Except to the extent arising or resulting from the acts or omissions of
Lessee or a Tower Subtenant, Sprint Collocator agrees to indemnify and hold the
Lessee Indemnitees harmless from and against any and all Claims, including
Claims of any and every kind whatsoever paid, incurred, suffered by, or asserted
against the Lessee Indemnitees or the Sprint Collocation Space of any Site for,
with respect to, or as a result of the violation or breach of, or the failure of
Sprint Collocator to fully and completely keep, observe, satisfy, perform and
comply with, any agreement, term, covenant, condition, requirement, provision or
restriction of Section 23(e).

     (h) Notwithstanding anything to the contrary in this Agreement, in the
event any Claim of a type giving rise to indemnification obligations under this
Section 23 is asserted against a Lessee Indemnitee and it cannot be readily
determined that it was the act or omission of Lessor or Sprint Collocator or its
Affiliate that gave rise to such Claim, it will be assumed for all purposes of
this Section 23 that it was Lessee's or a Tower Subtenant's act or omission,
Lessee will indemnify the Sprint Indemnitees in respect of such Claim pursuant
to Section 23(e), and neither Lessor nor Sprint Collocator will have any
obligation or liability to any Lessee Indemnitee in respect of such Claim unless
and until it is finally determined that Lessor's or Sprint Collocator's act or
omission gave rise to such Claim. The provisions of this Section 23 will survive
the applicable Site Expiration Date or earlier termination of this Agreement.
The foregoing provisions of this Section 23 are not intended to limit the
generality of any of the other provisions of this Agreement.

     (i) During the Term, for any dispute or litigation that arises during the
Term in connection with any Ground Lessor, Ground Lease, Collocation Agreement,
Tower Subtenant or any other issue relating to the operation of the Sites
(collectively, "DISPUTES"), Lessee shall have the right to control, prosecute,
settle and/or compromise such Disputes; provided that Lessee shall not settle or
compromise such Disputes (i) for which Lessee is seeking a claim for
indemnification under the Agreement to Lease, (ii) which would increase the
amounts owed under any Ground Lease or Collocation Agreement during the Term,
which amounts Lessee is not obligated to pay hereunder during the Term, or (iii)
result in the termination of any Ground Lease, without Lessor's consent (not to
be unreasonably withheld, conditioned or delayed); provided further that if
Lessor does reasonably withhold such consent, Lessee shall nevertheless have the
right to settle and/or compromise such Dispute at Lessee's own expense. Upon
request, Lessee shall keep Lessor reasonably informed of the status and of the
activities relating to the Disputes. Lessee shall not be required to seek the
consent of Lessor to settle any matter with a Ground Lessor that relates to the
amount of a Revenue Sharing Payment, and such settlement shall not diminish
Sprint Collocator's obligations under Section 11(g) with respect thereto.

     SECTION 24. INSURANCE.

     (a) For each Site, Lessee will procure, and will maintain in full force and
effect at all times during the Term as to the applicable Site, the following
types of insurance with respect to each Site, including the Tower and
Improvements on such Site (but excluding Sprint's Communications Equipment),
paying as the same become due all premiums for such insurance:


                                       55



          (i) commercial general public liability insurance insuring against all
     liability of Lessee and Lessee's officers, employees, agents, licensees and
     invitees arising out of, by reason of or in connection with the use,
     occupancy or maintenance of each Site (including Tower and the
     Improvements), in an amount of not less than $1,000,000 for bodily injury
     or property damage or as a result of one occurrence, and not less than
     $2,000,000 for bodily injury or property damage in the aggregate;

          (ii) umbrella or excess liability insurance with limits not less than
     $5,000,000 per occurrence and in the aggregate;

          (iii) property insurance in an amount not less than full replacement
     cost of the Tower and Improvements of each Site, against direct and
     indirect loss or damage by fire and all other casualties and risks covered
     under "ALL RISK" insurance respecting the Tower and Improvements (but
     excluding any of Sprint's Communications Equipment and Sprint's
     Improvements); and

          (iv) workers' compensation insurance covering all employees of Lessee
     and any employees of its Affiliates performing activities on the Site.

     (b) Lessee will pay all premiums for the insurance coverage which Lessee is
required to procure and maintain under this Agreement. Each insurance policy (i)
will name Lessor and Sprint Collocator as an additional insured; provided, that
such requirement will only apply to liability policies and will have no
application to workers' compensation policies; and (ii) will provide that the
policy cannot be canceled as to Lessor or Sprint Collocator except after the
insurer gives Lessor or Sprint Collocator, as applicable, thirty (30) days'
written notice of cancellation. For each Site, Lessee will deliver to Lessor and
Sprint Collocator certificates of insurance evidencing the existence of all
insurance which Lessee is required to maintain hereunder, such delivery to be
made promptly after such insurance is obtained (but not later than the Effective
Date) and not later than the date which is thirty (30) days prior to the
expiration date of any such insurance.

     (c) Sprint Collocator will procure, and will maintain in full force and
effect at all times during the Term, the following types of insurance with
respect to its Sprint Collocation Space at the Sites, paying as the same become
due all premiums for such insurance:

          (1) commercial general public liability insurance insuring against all
     liability of Sprint Collocator and its officers, employees, agents,
     licensees and invitees arising out of, by reason of or in connection with
     the use, occupancy or maintenance of the Sprint Collocation Space of each
     Site, in an amount of not less than $1,000,000 for bodily injury or
     property damage or as a result of one occurrence, and not less than
     $2,000,000 for bodily injury or property damage in the aggregate;

          (2) umbrella or excess liability insurance with limits not less than
     $5,000,000 per occurrence and in the aggregate; and

          (3) workers' compensation insurance covering all employees of Sprint
     Collocator or its Affiliates.


                                       56



     (d) Sprint Collocator will pay all premiums for the insurance coverage
which Sprint Collocator is required to procure and maintain under this
Agreement. Each insurance policy (i) will name Lessee as an additional insured;
provided, however, that such requirement will only apply to liability policies
and will have no application to workers' compensation policies; and (ii) will
provide that the policy cannot be canceled as to Lessee except after the insurer
gives Lessee thirty (30) days' written notice of cancellation. Sprint Collocator
will deliver to Lessee certificates of insurance evidencing the existence of all
insurance which Sprint Collocator is required to maintain hereunder, such
delivery to be made promptly after such insurance is obtained (but not later
than the Effective Date) and not later than the date which is thirty (30) days
prior to the expiration date of any such insurance.

     (e) All policy amounts set forth in this Section 24 will be evaluated and
increased (if necessary) every five (5) years during the Term of this Agreement
to such amounts as are customarily carried by prudent landlords and tenants in
the telecommunications industry to insure risks associated with their respective
interests in facilities comparable to the Sites. All policies of insurance
required under this Section 24 will be written on companies rated "A:VII" by AM
Best or a comparable rating and licensed in the State where the applicable Site
to which such insurance applies is located.

     (f) Neither Lessee nor Sprint Collocator will, on its own initiative or
pursuant to the request or requirement of any Tower Tenant or other Person, take
out separate insurance concurrent in form or contributing in the event of loss
with that required to be carried by such Party in this Section 24, unless the
other Party is named in the policy as an additional insured. Each Party will
immediately notify the other Party whenever any such separate insurance is taken
out and will deliver to the other Party original certificates evidencing the
same.

     SECTION 25. SPRINT RIGHT OF ALTERATION AND SUBSTITUTION.

     (a) Except as otherwise provided in this Agreement, Sprint Collocator will
have the right (for the benefit of itself or its Affiliates) to modify and/or
replace, at Sprint Collocator's expense, Sprint's Communications Equipment at
any Site so long as any such modification or replacement does not entail the
installation of Communications Equipment on any portion of the Tower located
outside the Sprint Tower Envelope that (i) materially differs in type or use
from Sprint's Communications Equipment then located on the Tower at such Site,
(ii) exceeds any limitations contained in Section 6(a), (iii) impairs the
structural integrity of the Tower or (iii) violates the provisions of Section
15. If at any Site Sprint Collocator desires to modify or replace any
Communications Equipment on the Tower with Communications Equipment that
materially differs in type or use from Sprint's Communications Equipment then
located at such Site, such modification or replacement Communications Equipment
may be installed only with the consent of Lessee, which consent shall not be
unreasonably withheld (and in connection with such consent Lessee may require
the that Sprint Collocator comply with a reasonable application process and
perform such testing and analysis at the cost of Sprint Collocator as would be
customary in accordance with industry standard requirements). Sprint Collocator
at any Site also will have the right, at its cost and expense, to make any
Alterations to the Site that it reasonably deems necessary to increase the
capacity of or otherwise augment, strengthen or enhance a Tower, subject,
however in the case of any structural Alterations to the submission of plans and
specifications to Lessee at least thirty (30) days prior to undertaking any such
Alteration, and the


                                       57



written approval of Lessee, not to be unreasonably withheld. Any Alterations to
a Site shall not adversely impact any existing Tower Subtenant or materially
diminish the marketability of space at a Site to future tower subtenants, have
the practical effect of limiting the number of potential Tower Subtenants or the
amount of Available Space on the Tower for potential use by prospective Tower
Subtenants, or otherwise diminish in any material respect the value of such
Site.

     (b) Notwithstanding anything to the contrary contained in this Agreement,
if during the Term, within fifteen (15) Business Days after request by Sprint
Collocator, Lessee will notify Sprint Collocator whether there is any Available
Space in respect of any Site. If any such Available Space then exists, Sprint
Collocator will have the Right of Substitution (for the benefit of itself or any
of its Affiliates) as to such Available Space if, in the reasonable judgment of
Lessee, such relocation will not (i) impair the structural integrity of the
Tower (and in connection with any exercise of the Substitution Right Lessee may
require that Sprint Collocator perform such testing and analysis at the cost of
Sprint Collocator as would be customary in accordance with industry standard
requirements in connection with such exercise) or cause interference in
violation of Section 15 with the Communications Equipment of any Tower Subtenant
or diminish the structural ability of the Tower to hold additional Tower
Subtenants (it being acknowledged and agreed, however (but subject to clause
(ii) immediately below), that Sprint Collocator shall be entitled to use at all
times the weight and wind loading equivalent of the Sprint Tower Envelope), or
(ii) have the practical effect of limiting the number of potential Tower
Subtenants at such Site (as compared prior to such Substitution or the rent
payable by such Tower Subtenants), provided, that Lessee may prevent Sprint
Collocator from exercising its Right of Substitution if such exercise would
cause a configuration of space that may reasonably be expected to limit Lessee's
revenue at any particular Site, including avoiding having any so-called "orphan"
space on a Tower (but with the assumption that no space on the Tower is more
expensive to rent because of its location of the Tower). If Sprint Collocator
elects to exercise its Right of Substitution, then, upon completion of the
relocation, at Sprint Collocator's expense, of the Communications Equipment and
Improvements of Sprint Collocator or its Affiliate on the Site, the previously
existing Sprint Collocation Space of the applicable Site will automatically be
released by Sprint Collocator or its Affiliate and become a part of the
Available Space of such Site (and Sprint Collocator shall deliver (or cause its
Affiliates to deliver) such space in good condition, repair and order,
reasonable wear and tear excepted, and shall remove all of Sprint's
Communications Equipment therefrom and restore any damage thereto caused by,
through or under any member of the Sprint Group), subject to the terms of this
Agreement, and concurrently therewith, the Available Space on such Site to which
the Communications Equipment and Improvements of Sprint Collocator or its
Affiliate has been relocated (but in no event shall such space be larger than
the Sprint Tower Envelope) will automatically become and constitute the Sprint
Collocation Space (provided, however, that if Sprint Collocator will maintain
Communications Equipment of less than the equivalent weight and wind loading of
nine (9) 1'x 6' panel antennas on the Tower at such Site as of the effective
date of such relocation, the Sprint Collocation Space will contain an additional
portion of such Tower so that the Sprint Collocation Space will contain the
entire amount of the Sprint Tower Envelope to the extent there is adequate
contiguous space available on the Tower as of the effective date of such
relocation) subject to Section 6; provided, however, that the weight and wind
loading criteria for such Sprint Collocation Space shall continue to be the same
as existed prior to the exercise of the Right of Substitution. The Parties will
at Sprint Collocator's sole cost and expense promptly execute such


                                       58



instruments as may be reasonably required to further evidence such Substitution,
including without limitation an amendment to Exhibit A or the applicable Site
Designation Supplement. Sprint Collocator will, at its cost and expense,
complete the relocation of its Communications Equipment.

     SECTION 26. ASSIGNMENT AND SUBLETTING.

     (a) Without the prior written consent of Lessor, Lessee may not assign this
Agreement or any of Lessee's rights under this Agreement in whole or in part, or
sublease or grant concessions or licenses or other rights for the occupancy or
use of all or any portion of any Site; provided, that, subject to any required
consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may
lease, sublease, license or otherwise make available Available Space to Tower
Subtenant for the purpose of the installation, operation and maintenance of
Communications Equipment as contemplated by, and subject to the applicable terms
and provisions of, this Agreement (and in such event Lessee will not be released
from, and will remain fully and completely liable for, payment and performance
of all of its duties, obligations and liabilities under this Agreement); (ii)
Lessee may (A) assign this Agreement in whole or in part to any Qualifying
Lessee Transferee or (B) assign all or any portion of its rights with respect to
a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as
contemplated by Section 41; provided that in the case of the transactions
described in clauses (A) and (B) immediately above the assignee of Lessee must
assume and agree to perform all of Lessee's obligations hereunder to the extent
of such assignment. In the case of an assignment of this Agreement in connection
with any transaction described in clause (B) above (other than an assignment to
a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and
after execution of a Severance Lease, Lessee shall be released from all
obligations with respect to the Sites that are leased or pre-leased under such
Severance Lease), Lessee will not be released from, and will remain fully and
completely liable for payment and performance of, all its duties, obligations
and liabilities under this Agreement. Upon any assignment permitted above to a
Qualifying Lessee Transferee, the obligations of Lessee under this Agreement
with respect to the Sites that are the subject of the assignment will cease and
terminate to the extent of such assignment, and Lessor and Sprint Collocator
will look only and solely to the Person that is the Qualifying Lessee Transferee
of Lessee's interest under this Agreement as to such Sites for performance of
all of Lessee's duties and obligations under this Agreement with respect to such
Sites from and after the date of the assignment. Notwithstanding the foregoing,
Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the
Lessee Lender with respect thereto will have the right to exercise remedies
under any such Mortgage in a manner consistent with the provisions of this
Agreement and any other agreement between Lessee, Lessor and Sprint Collocator
made in connection with this transaction.

     (b) Except as expressly permitted under this Section 26(b), Sprint
Collocator may not assign sell, convey, transfer, sublease or otherwise dispose
of this Agreement or any of its rights under this Agreement in whole or in part,
or sublease or grant concessions or licenses or other rights for the occupancy
or use of all or any portion of any Site without the consent of Lessee. Sprint
Collocator, only in the aggregate, may sell, convey, transfer, assign, sublease,
or otherwise dispose of their interests in the Sprint Collocation Space as a
whole, not in part, without the consent of Lessee, to a successor Person by way
of merger, consolidation, or other reorganization or to any Person acquiring
substantially all of the assets of Sprint Collocator and


                                       59



which Person is a wireless communications end user who intends to use
substantially all of the Sprint Collocation Space for its own wireless
communications business. In addition, Sprint Collocator will have the
unrestricted right during the Term to sell, convey, transfer, assign, sublease
or otherwise dispose of Sprint Collocator's interest in and to the Sprint
Collocation Space at any Site, in whole or in part, without the consent of
Lessee to (i) any Affiliate, or (ii) such Person who is (A) not, and none of
whose Affiliates are, a Lessee Competitor, and (B) is a wireless communication
end user in any geographic market in which Sprint Collocator has ceased to
operate or will cease to operate after the consummation of transaction that is
the subject of the assignment and subletting (collectively, a "SPRINT MARKET
ASSIGNEE"), who intends to use such Site solely for its own wireless
communications business, provided that such Sprint Market Assignee enters into a
master collocation agreement with Lessee, in the form of the then most recent
master collocations agreement between Lessee (or its Affiliates) and the Sprint
Market Assignee (or its Affiliates), or if none exists, in the form of the most
recent master collocation agreement between Global Parent (or its Affiliates)
and Sprint, or if none exists, a then market standard collocation agreement,
except that the term and Withdrawal Rights of the Sprint Market Assignee shall
reflect the term and Withdrawal Rights then applicable to the Sites that are the
subject of such assignment (and the rent shall be described in the next
following sentence), and the Sprint Market Assignee shall have no further rights
hereunder and, upon such assignment, Sprint Collocator shall vacate such Site,
and upon vacating such Site and removing the Sprint Communications Equipment
from same and restoring the Sprint Collocation Space to the condition required
by this Agreement, Sprint Collocator shall be relieved of its obligations to pay
the Sprint Collocation Charge with respect to such Site (each such transaction
described in the foregoing provisions of this Section 26(b) being a "SPRINT
TRANSFER"). If, pursuant to any assignment, sublease, conveyance, transfer or
other disposition permitted by this Agreement to a Sprint Market Assignee,
Sprint Collocator is no longer the tenant of Sprint Collocation Space, the
applicable Sprint Collocation Charge payable shall be an amount equal to the
product of (x) the then current Sprint Collocation Charge and (y) 1.25 and the
foregoing shall thereafter be subject to annual adjustment as provided for in
Section 11(b). If Sprint Collocator effects a Sprint Transfer, then, in the case
of a Sprint Transfer to a Qualifying Sprint Transferee, the obligations of
Sprint Collocator with respect to the portion of the Sprint Collocation Space
that is the subject of the Sprint Transfer will cease and terminate, and Lessee
will look only and solely to the Person that is the Qualifying Transferee of
Sprint Collocator's interest in and to such portion of the Sprint Collocation
Space for performance of all of the duties and obligations of Sprint Collocator
under this Agreement with respect to such Sprint Collocation Space from and
after the date of the Sprint Transfer. Otherwise, in the event of any Sprint
Transfer, Sprint Collocator shall remain liable under this Agreement for the
performance of Sprint Collocator's duties and obligations hereunder as to such
applicable Sprint Collocation Space that is the subject of the Sprint Transfer.

     (c) Subject to Section 26 and Section 36, neither Lessor nor any Sprint
Additional Party shall, or shall permit any Affiliate thereof to sell, convey,
transfer, assign, sublease, encumber, mortgage or otherwise hypothecate or
dispose of its interest in and to any Site, or grant concessions or licenses or
other rights for the occupancy or use of all or any portion of any Site, during
the Term.


                                       60



     (d) Each Party hereby agrees that any attempt of any Party to assign its
interest in this Agreement or any of its rights under this Agreement, in whole
or in part, in violation of this Section 26 will constitute a default under this
Agreement and will be null and void ab initio.

     SECTION 27. ESTOPPEL CERTIFICATE.

     Each Party, from time to time upon thirty (30) days' prior request by any
other Party, will execute, acknowledge and deliver to the requesting Party, or
to a Person designated by such requesting Party, a certificate stating that this
Agreement is unmodified and in full effect (or, if there have been
modifications, that this Agreement is in full effect as modified, and setting
forth such modifications) and the dates to which Rent, Pre-Lease Rent, Sprint
Collocation Charges and other sums payable under this Agreement have been paid,
and either stating that to the knowledge of the signer of such certificate no
default exists under this Agreement or specifying each such default of which the
signer has knowledge. The requesting Party, at such Party's cost and expense,
will cause such certificate to be prepared for execution by the requested Party.
Any such certificate may be relied upon by any prospective Mortgagee or
purchaser of any portion of a Site.

     SECTION 28. HOLDING OVER.

     (a) If Lessee remains in possession of the Leased Property of any Master
Lease Site after expiration or termination of the Term as to such Master Lease
Site without any express written agreement by Lessor, then Lessee will be and
become a tenant at sufferance, and there will be no renewal or extension of the
Term as to such Master Lease Site by operation of Law.

     (b) If during the Term of this Agreement Sprint Collocator remains in
possession of the Sprint Collocation Space of any Site after expiration or
termination of Sprint Collocator's leaseback of or other right to use and occupy
the Sprint Collocation Space at such Site without any express written agreement
by Lessee, then Sprint Collocator will be a month-to-month tenant with the
monthly Sprint Collocation Charge equal to one hundred fifty percent (150%) of
the monthly Sprint Collocation Charge last applicable to the Sprint Collocation
Space and subject to all of the other terms set forth in this Agreement, and
there will be no renewal or extension of this Agreement as to the lease of the
Sprint Collocation Space by operation of Law.

     SECTION 29. RIGHTS OF ENTRY AND INSPECTION.

     (a) Lessor and Sprint Collocator and their respective representatives,
agents and employees, at such Person's sole cost and expense, will be entitled
to enter any portion of any Site at all reasonable times and with advance notice
in accordance with and to the extent required under Section 6(a) for the
purposes of inspecting such Site, making any repairs or replacements or
performing any maintenance, and performing any work on the Site, to the extent
required or permitted by this Agreement. Nothing in this Section 29 will imply
or impose any duty or obligation upon Lessor or Sprint Collocator to enter upon
any Site at any time for any purpose, or to inspect any Site at any time, or to
perform, or pay the cost of, any work which Lessee is required to perform under
any provision of this Agreement, and neither Lessor nor Sprint Collocator has
any such duty or obligation.


                                       61



     (b) Sprint Collocator will permit Lessee and Lessee's representatives to
inspect Sprint's Communications Equipment located on the Tower in accordance
with industry standard practices to ascertain compliance with the provisions of
this Agreement. Except in the event of an Emergency only, and only for the
purposed of making repairs or replacements to address such Emergency, Lessee
shall not be entitled to have access to or inspect any other of Sprint's
Communications Equipment. Nothing in this Section 29 will imply or impose any
duty or obligation upon Lessee to enter upon any Site at any time for any
purpose, or to inspect the Leased Property at any time, or to perform, or pay
the cost of, any work which Sprint Collocator or its Affiliates is required to
perform under any provision of this Agreement, and Lessee has no such duty or
obligation. Sprint Collocator agrees to indemnify and hold the Lessee
Indemnitees harmless from and against and in respect of any and all Claims,
paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner
arising out of, by reason of, or in connection with any entry onto any Site by
Sprint Collocator or any of its Affiliates, employees, agents, contractors,
subcontractors, engineers, agents, advisors, consultants or representatives.

     SECTION 30. RIGHT TO ACT FOR LESSEE.

     (a) In addition to and not in limitation of any other remedy Lessor or
Sprint Collocator may have under this Agreement, if Lessee fails to make any
payment or to take any other action (or to cause any Tower Subtenant to take any
action) when and as required under this Agreement, subject to the following
sentence, Lessor or Sprint Collocator may, without demand upon Lessee and
without waiving or releasing Lessee from any duty, obligation or liability under
this Agreement, make any such payment or take any such other action required of
Lessee. Unless Lessee's failure results in or relates to an Emergency, Lessor or
Sprint Collocator, as applicable, will give Lessee at least ten (10) days prior
written notice of Lessor's or Sprint Collocator's intended action and Lessee
will have the right to cure such failure within such ten (10) day period unless
the same is not able to be remedied in such ten (10) day period, in which event
such ten (10) day period will be extended, provided Lessee has commenced such
cure within such ten (10) day period and continuously prosecutes the performance
of the same to completion with due diligence. No notice will be required in the
event of an Emergency. The actions which Lessor or Sprint Collocator may take
will include, but are not limited to, the performance of maintenance or repairs
and the making of replacements to the Towers and Improvements on each Site (and
Lessor or Sprint Collocator, as applicable, will have full access to the Sites
for such purpose), the payment of insurance premiums which Lessee is required to
pay under this Agreement, the payment of Ground Rent which Lessee is required to
pay under the Ground Leases and the payment of Taxes which Lessee is required to
pay under this Agreement. Lessor or Sprint Collocator may pay all incidental
costs and expenses incurred in exercising its rights under this Agreement,
including, without limitation, reasonable attorneys' fees and expenses,
penalties, re-instatement fees, late charges, and interest. An amount equal to
one hundred twenty percent (120%) of the total amount of the costs and expenses
(including salaries and benefits of employees) incurred by Lessor or Sprint
Collocator in accordance with this Section 30 is referred to as the
"REIMBURSABLE MAINTENANCE EXPENSES", and will be due and payable by Lessee upon
demand and bear interest at the rate of twelve percent (12%) per annum from the
date five (5) days after demand until paid by Lessee.

     (b) For purposes of this Section 30, the term "EMERGENCY" means any event
that causes, has caused or is likely to cause: (i) any bodily injury, personal
injury or property damage;


                                       62



(ii) the immediate suspension, revocation, termination or any other adverse
effect as to any licenses and/or permits; or (iii) any material adverse effect
on the ability of Sprint Collocator or its Affiliates, or any Tower Subtenants,
to operate Communications Equipment; or (iv) any failure of any Site to comply
in any material respect with applicable FCC or FAA regulations or other
licensing requirements.

     SECTION 31. DEFAULTS AND REMEDIES.

     (a) The following events constitute events of default by Lessor or any
Sprint Additional Party:

          (i) if Lessor or any Sprint Additional Party (or any Affiliate
     thereof) fails to perform any obligation under any Ground Lease (other than
     any obligation assumed by Lessee hereunder) that results in a default or
     breach under such Ground Lease and such failure continues (x) for more ten
     (10) days, or (y) if the cure period under such Ground Lease for such
     default or breach (A) is less than ten (10) days, such lesser period of
     time or, (B) is greater than ten (10) days, such greater period of time, in
     each case after written notice from Lessee;

          (ii) if Lessor or any Sprint Additional Party (or any Affiliate
     thereof) violates or breaches, or fails to observe, keep, satisfy, perform
     and comply with, any material agreement, term, covenant, condition,
     requirement, restriction or provision of this Agreement in respect of any
     Site, and (x) Lessor or such Sprint Additional Party or Affiliate thereof
     (as applicable) does not cure such violation, breach or failure within
     thirty (30) days after Lessee gives Lessor written notice of such
     violation, breach or failure (or such lesser period provided herein), or
     (y) such violation, breach or failure (which is not a failure to pay money)
     is incapable of being cured within thirty (30) days, and Lessor or such
     Sprint Additional Party or Affiliate thereof (as applicable) does not
     commence to cure such violation, breach or failure within such thirty (30)
     day period and continuously prosecute the performance of the same to
     completion with due diligence, provided, if any such default causes Lessee
     to be in default under any Collocation Agreement existing prior to the
     Effective Date, the thirty (30) day periods referenced above in this
     Section 31(a)(ii) shall be reduced to such lesser time period as Lessee
     notifies Lessor in writing that Lessee has to comply under such Collocation
     Agreement;

          (iii) if Lessor or any Sprint Additional Party, or any Affiliate
     thereof that is the tenant under a Ground Lease for a Non-Contributable
     Site, becomes insolvent or makes an assignment for the benefit of
     creditors; or if any action is brought by Lessor seeking its dissolution or
     liquidation of its assets or seeking the appointment of a trustee, interim
     trustee, receiver or other custodian for any of its property; or if Lessor
     or any Sprint Additional Party, or any Affiliate thereof that is the tenant
     under a Ground Lease for a Non-Contributable Site, commences a voluntary
     proceeding under the Federal Bankruptcy Code; or if any action or petition
     is otherwise brought by Lessor seeking similar relief or alleging that it
     is insolvent or unable to pay its debts as they mature; or if any action is
     brought against Lessor seeking its dissolution or liquidation of any of its
     assets, or seeking the appointment of a trustee, interim trustee, receiver
     or other custodian for any of its property, and any such action is
     consented to or acquiesced in by Lessor or


                                       63



     any Sprint Additional Party, or any Affiliate thereof that is the tenant
     under a Ground Lease for a Non-Contributable Site, or is not dismissed
     within ninety (90) days after the date upon which it was instituted; or if
     any proceeding under the Federal Bankruptcy Code is instituted against
     Lessor or any Sprint Additional Party, or any Affiliate thereof that is the
     tenant under a Ground Lease for a Non-Contributable Site, and (A) an order
     for relief is entered in such proceeding, or (B) such proceeding is
     consented to or acquiesced in by Lessor or any Sprint Additional Party, or
     any Affiliate thereof that is the tenant under a Ground Lease for a
     Non-Contributable Site, or is not dismissed within ninety (90) days after
     the date upon which it was instituted; or if any action or petition is
     otherwise brought against Lessor seeking similar relief or alleging that it
     is insolvent, unable to pay its debts as they mature or generally not
     paying its debts as they become due, and such action or petition is
     consented to or acquiesced in by Lessor or any Sprint Additional Party, or
     any Affiliate thereof that is the tenant under a Ground Lease for a
     Non-Contributable Site, or is not dismissed within ninety (90) days after
     the date upon which it was brought;

          (iv) if the lease or pre-lease of any Site to Lessee is rejected under
     Section 365 of the Federal Bankruptcy Code;

          (v) the occurrence of any "event of default" by any Additional Master
     Lease Lessor or Additional Master Lease Sprint Additional Party under any
     Cross-Defaulted Master Lease and Sublease will be deemed a separate breach
     hereof and an "event of default" hereunder.

     (b) Upon the occurrence of any event of default by any Sprint Additional
Party or any Affiliate thereof under Sections 31(a)(iii) or 31(a)(iv) or an
event of default under Section 31(a)(v) (provided, solely with respect to an
event of default under Section 31(a)(v), such event of default relates to an
"event of default" by an Additional Master Lease Sprint Additional Party or any
Affiliate thereof under Sections 31(a)(iii) or 31(a)(iv) of a Cross-Defaulted
Master Lease and Sublease), Lessee may terminate Sprint Collocator's rights with
respect to the leaseback or other use and occupancy of the Sprint Collocation
Space at any or all Sites, by giving Sprint Collocator written notice of
termination, and Sprint Collocator's rights with respect to the leaseback or
other use and occupancy of the Sprint Collocation Space at the affected Site(s)
will be terminated thirty (30) days after Sprint Collocator's receipt of such
termination notice, provided, however, this Agreement shall otherwise remain in
full force and effect. Upon the occurrence of any event of default by Lessor or
any Sprint Additional Party or Affiliate thereof under Section 31(a)(i) or
31(a)(ii) in respect of any Site, Lessee may terminate, at its election, Sprint
Collocator's (or its Affiliates) rights with respect to the leaseback or other
use and occupancy of the Sprint Collocation Space at the affected Site, by
giving Sprint Collocator written notice of termination of Sprint Collocator's
(or its Affiliates') rights with respect to the leaseback or other use and
occupancy of the Sprint Collocation Space at the affected Site, and this
Agreement will be terminated as to Sprint Collocator's (or its Affiliates')
rights with respect to Collocation Space at the affected Site thirty (30) days
after Sprint Collocator 's receipt of such termination notice, provided,
however, this Agreement shall otherwise remain in full force and effect.
Additionally, upon the occurrence of events of default not cured during the
applicable time period for curing same (whether of the same or different types)
by any of Lessor, any Sprint Additional Party or any Affiliate thereof under
Section 31(a) and/or by any Additional Master


                                       64



Lease Lessors or Additional Master Lease Sprint Additional Parties or Affiliate
thereof under Section 31(a) of any Cross-Defaulted Master Lease and Sublease,
which defaults hereunder and thereunder are in respect of more than twenty
percent (20%) of the Cross-Defaulted Sites, in the aggregate, during any
consecutive five (5) year period, which (i) results in material harm to the
business and operations of Lessee and the Additional Master Lease Lessees, as a
collective whole, and subject to arbitration under Section 31(h) and Section
31(h) of the other Cross-Defaulted Master Leases and Subleases, as applicable
(it being understood if a right of arbitration is exercised with respect to
whether an "event of default" has occurred under any Cross-Defaulted Master
Lease and Sublease as to any particular "event of default" declared under such
Cross-Defaulted Master Lease and Sublease, such right may not be exercised a
second time hereunder as a result of the fact that such "event of default" is
also an event of default under Section 31(a)(v)), as to any dispute as to
whether any event of default has occurred and is continuing, and (ii) such
default is not the result of any default of Lessee hereunder and/or a default of
an Additional Master Lease Lessee under any other Cross-Defaulted Master Lease
and Sublease or the occurrence of one or more force majeure events, Lessee shall
have the right to (x) purchase all of the Sites and the other Cross-Defaulted
Sites for an aggregate purchase price of $100 by giving Lessor written notice of
its exercise of such purchase option (which notice shall contain a reasonably
specific description of each of such events of default), and such option shall
be exercised pursuant to the provisions of Section 36, mutatis mutandis, and
Section 36 of the Cross Defaulted Master Leases and Subleases, mutatis mutandis,
except that the Option Purchase Price shall be $100 in the aggregate hereunder
and under the Cross-Defaulted Master Lease and Sublease and/or (y) terminate
Sprint Collocator's rights with respect to the leaseback or other use and
occupancy of the Sprint Collocation Space at any or all Sites. Notwithstanding
anything to the contrary contained herein, if Lessor disputes that it is in
default hereunder, and Lessor is determined to be in default pursuant to Section
31(h), if Lessor, within twenty (20) days following a determination that it is
in default under Section 31(h), commences cure of such default and diligently
completes same, an event of default with respect to Lessor shall not be deemed
to have occurred (it being understood that if the underlying "event of default"
occurred under another Cross-Defaulted Master Lease and Sublease, any cure
period shall run and cure right shall only be exercisable under and in
accordance with such Cross-Defaulted Master Lease and Sublease (and not
hereunder)). Any termination by Lessee of Sprint Collocator's rights with
respect to any or all Sites pursuant to this Section 31(b) shall not diminish or
limit any obligation of Sprint Collocator to pay the Sprint Collocation Charge
provided for herein or any other amounts with respect to such Site(s).

     (c) The following events constitute events of default by Sprint Collocator:

          (i) if Sprint Collocator fails to timely pay any portion of the Sprint
     Collocation Charge, and any such failure continues for ten (10) days after
     written notice from Lessee (it being understood the aggregate Sprint
     Collocation Charge is a single non-severable payment with respect to all of
     the Sites);

          (ii) if Sprint Collocator fails to timely pay any other amount payable
     under hereunder not constituting a portion of the Sprint Collocation
     Charge, and such failure continues for ten (10) days after written notice
     from Lessee;


                                       65



          (iii) if Sprint Collocator violates or breaches, or fails to observe,
     keep, satisfy, perform and comply with, any material agreement, term,
     covenant, condition, requirement, restriction or provision of this
     Agreement in respect of any Site, and (x) Sprint Collocator does not cure
     such violation, breach or failure within thirty (30) days after Lessee
     gives Sprint Collocator written notice of such violation, breach or
     failure, or (y) such violation, breach or failure (which is not a failure
     to pay money) is incapable of being cured within thirty (30) days, and
     Sprint Collocator does not commence to cure such violation, breach or
     failure within such thirty (30) day period and continuously prosecute the
     performance of the same to completion with due diligence;

          (iv) if Sprint Collocator becomes insolvent or makes an assignment for
     the benefit of creditors; or if any action is brought by Sprint Collocator
     seeking its dissolution or liquidation of its assets or seeking the
     appointment of a trustee, interim trustee, receiver or other custodian for
     any of its property; or if Sprint Collocator commences a voluntary
     proceeding under the Federal Bankruptcy Code; or if any action or petition
     is otherwise brought by Sprint Collocator seeking similar relief or
     alleging that it is insolvent or unable to pay its debts as they mature; or
     if any action is brought against Sprint Collocator seeking its dissolution
     or liquidation of any of its assets, or seeking the appointment of a
     trustee, interim trustee, receiver or other custodian for any of its
     property, and any such action is consented to or acquiesced in by Sprint
     Collocator or is not dismissed within ninety (90) days after the date upon
     which it was instituted; or if any proceeding under the Federal Bankruptcy
     Code is instituted against Sprint Collocator and (A) an order for relief is
     entered in such proceeding, or (B) such proceeding is consented to or
     acquiesced in by Sprint Collocator or is not dismissed within ninety (90)
     days after the date upon which it was instituted; or if any action or
     petition is otherwise brought against Sprint Collocator seeking similar
     relief or alleging that it is insolvent, unable to pay its debts as they
     mature or generally not paying its debts as they become due, and such
     action or petition is consented to or acquiesced in by Sprint Collocator or
     is not dismissed within ninety (90) days after the date upon which it was
     brought;

          (v) if Sprint Collocator rejects its rights to sublease or right to
     use any Site under Section 365 of the Bankruptcy Code; or

          (vi) the occurrence of any "event of default" by any Additional Master
     Lease Sprint Collocator under any Cross-Defaulted Master Lease and Sublease
     will be deemed a separate breach hereof and an "event of default"
     hereunder.

     (d) Upon the occurrence of any event of default by Sprint Collocator under
Sections 31(c)(i), 31(c)(iv) or 31(c)(v) or an event of default under Section
31(c)(vi) (provided, solely with respect to an event of default under Section
31(c)(vi), such event of default relates to an "event of default" by an
Additional Master Lease Sprint Collocator under Sections 31(c)(i), 31(c)(iv) or
31(c)(v) of a Cross-Defaulted Master Lease and Sublease), Lessee may terminate
this Agreement as to the leaseback or other use and occupancy of the Sprint
Collocation Space at any or all Sites leased, used or occupied by Sprint
Collocator by giving Sprint Collocator written notice of termination, and this
Agreement will be terminated as to such Sites thirty (30) days after Sprint
Collocator's receipt of such termination notice; provided, however that no such
notice of termination given as a result of a failure set forth in Section
31(c)(i) shall be effective


                                       66



unless and until such failure continues for an additional ten (10) Business Day
period after Lessee has given Sprint Collocator an additional written notice of
such failure which contains the following statement in capital letters and bold
face type: "THIS NOTICE CONSTITUTES THE FINAL NOTICE OF NON-PAYMENT AND IF YOU
FAIL TO PAY ALL OUTSTANDING AMOUNTS WITHIN TEN (10) BUSINESS DAYS AFTER THIS
NOTICE, YOUR RIGHTS UNDER THE MASTER LEASE AND SUBLEASE AGREEMENT MAY BE
TERMINATED." Upon the occurrence of any event of default by Sprint Collocator
under Section 31(c)(ii) as to the Sprint Collocation Space of a Site, Lessee may
terminate, at its election, this Agreement as to the applicable Site or Sprint
Collocator's leaseback or other use and occupancy of the Sprint Collocation
Space at such Site at any time prior to the ninetieth (90) day after the
occurrence of such event of default by giving Sprint Collocator written notice
of termination, and this Agreement will be terminated as to the applicable Site
or as to the applicable Sprint Collocation Space, as applicable, thirty (30)
days after Sprint Collocator's receipt of such termination notice. Additionally,
upon the occurrence of events of default not cured during the applicable time
period for curing same (whether of the same or different types) by Sprint
Collocator under Section 31(c) and/or by any Additional Master Lease Sprint
Collocators under Section 31(c) of any Cross-Defaulted Master Lease and
Sublease, which defaults hereunder and thereunder are in respect of more than
twenty percent (20%) of the Cross-Defaulted Sites, in the aggregate, during any
consecutive five (5) year period, which (i) results in material harm to the
business and operations of Lessee, and the Additional Master Lease Lessees, as a
collective whole, and subject to arbitration under Section 31(h) and Section
31(h) of the other Cross-Defaulted Master Leases and Subleases, as applicable
(it being understood if a right of arbitration is exercised with respect to
whether an "event of default" has occurred under any Cross-Defaulted Master
Lease and Sublease as to any particular "event of default" declared under such
Cross-Defaulted Master Lease and Sublease, such right may not be exercised a
second time hereunder as a result of the fact that such "event of default" is
also an event of default under Section 31(c)(vi)), as to any dispute as to
whether any event of default has occurred and is continuing, and (ii) such
default is not the result of any default of Lessee hereunder and/or a default of
an Additional Master Lease Lessee under any other Cross-Defaulted Master Lease
and Sublease or the occurrence of one or more force majeure events, Lessee shall
have the right to (x) purchase all of the Sites and the other Cross-Defaulted
Sites for an aggregate purchase price of $100 by giving Lessor written notice of
its exercise of such purchase option (which notice shall contain a reasonably
specific description of each of such events of default), and such option shall
be exercised pursuant to the provisions of Section 36, mutatis mutandis, and
Section 36 of the Cross Defaulted Master Leases and Subleases, mutatis mutandis,
except that the Option Purchase Price shall be $100 in the aggregate hereunder
and under the Cross-Defaulted Master Lease and Sublease and/or (y) terminate
Sprint Collocator's rights with respect to the leaseback or other use and
occupancy of the Sprint Collocation Space at any or all Sites. Notwithstanding
anything to the contrary contained herein, if Sprint Collocator disputes that it
is in default hereunder, and Sprint Collocator is determined to be in default
pursuant to Section 31(h), if Sprint Collocator, within twenty (20) days
following a determination that it is in default under Section 31(h), commences
cure of such default and diligently completes same, an event of default with
respect to Sprint Collocator shall not be deemed to have occurred (it being
understood that if the underlying "event of default" occurred under another
Cross-Defaulted Master Lease and Sublease, any cure period shall run and cure
right shall only be exercisable under and in accordance with such
Cross-Defaulted Master Lease and Sublease (and not hereunder)).


                                       67



     (e) The following events constitute events of default by Lessee:

          (i) (A) if Lessee fails to timely pay Ground Rent as provided in
     Section 4(a) or otherwise fails to perform any obligation assumed by Lessee
     hereunder under any Ground Lease as provided in Section 4(a) and such
     failure continues for more than (x) ten (10) days, or (y) if the cure
     period under the Ground Lease is (I) less than ten (10) days, such lesser
     period of time or (II) is greater than ten (10) days, such greater period
     of time, in each case after written notice from Lessor or the applicable
     Sprint Additional Party, or (B) if Lessee otherwise fails to make payment
     of any amount due under this Agreement and such failure continues for more
     than ten (10) days after written notice from Lessor (provided, the
     foregoing shall not be a default if Lessee is in a good faith dispute under
     a Ground Lease, and the Ground Lessor thereunder may not exercise any right
     to terminate the Ground Lease during the pendancy of such dispute);

          (ii) if Lessee violates or breaches, or fails to fully and completely
     observe, keep, satisfy, perform and comply with, any material term,
     covenant, condition, requirement, restriction or provision of this
     Agreement with respect to any Site, and does not cure such violation,
     breach or failure within thirty (30) days after Lessor or Sprint Collocator
     gives Lessee written notice of such failure, or, if such failure (which is
     not a failure to pay money) can be cured, but not within thirty (30) days,
     and Lessee does not commence to cure such failure within such thirty (30)
     day period and continuously prosecute the performance of the same to
     completion with due diligence;

          (iii) if Lessee becomes insolvent or makes an assignment for the
     benefit of creditors; or if any action is brought by Lessee seeking its
     dissolution or liquidation of its assets or seeking the appointment of a
     trustee, interim trustee, receiver or other custodian for any of its
     property; or if Lessee commences a voluntary proceeding under the Federal
     Bankruptcy Code; or if any action or petition is otherwise brought by
     Lessee seeking similar relief or alleging that it is insolvent or unable to
     pay its debts as they mature; or if any action is brought against Lessee
     seeking its dissolution or liquidation of any of its assets, or seeking the
     appointment of a trustee, interim trustee, receiver or other custodian for
     any of its property, and any such action is consented to or acquiesced in
     by Lessee or is not dismissed within ninety (90) days after the date upon
     which it was instituted; or if any proceeding under the Federal Bankruptcy
     Code is instituted against Lessee and (A) an order for relief is entered in
     such proceeding, or (B) such proceeding is consented to or acquiesced in by
     Lessee or is not dismissed within ninety (90) days after the date upon
     which it was instituted; or if any action or petition is otherwise brought
     against Lessee seeking similar relief or alleging that it is insolvent,
     unable to pay its debts as they mature or generally not paying its debts as
     they become due, and such action or petition is consented to or acquiesced
     in by Lessee or is not dismissed within thirty (30) days after the date
     upon which it was brought;

          (iv) If the leaseback to Sprint Collocator or other right by Sprint
     Collocator to use and occupy the Sprint Collocation Space is rejected by
     Lessee under Section 365 of the Federal Bankruptcy Code; or


                                       68



          (v) The occurrence of any "event of default" by any Additional Master
     Lease Lessee under any Cross-Defaulted Master Lease and Sublease will be
     deemed a separate breach hereof and an "event of default" hereunder.

     (f) Upon the occurrence of any event of default by Lessee under Section
31(e) in respect of any Site (or if Lessor or any applicable Sprint Additional
Party elects to terminate this Agreement in respect of any Site pursuant to
Section 12(c)), Lessor or any applicable Sprint Additional Party may terminate
this Agreement as to the applicable Site by giving Lessee written notice of
termination, and this Agreement will be terminated as to such Site, at the time
designated by Lessor or Sprint Collocator, as applicable, in its notice of
termination to Lessee, unless otherwise provided herein. Upon (i) the occurrence
of events of default not cured during the applicable time period for curing same
(whether of the same or different types), by Lessee under Section 31(e) and/or
by any Additional Master Lease Lessee under Section 31(e) of any Cross-Defaulted
Master Lease and Sublease, which defaults hereunder and thereunder are in
respect of more than twenty percent (20%) of the Cross-Defaulted Sites, in the
aggregate, during any consecutive five (5) year period, which (A) results in
material harm to the business and operations of Lessor, Sprint Collocator, the
Additional Master Lease Lessors and Additional Master Lease Collocators, as a
collective whole, and subject to arbitration under Section 31(h) and Section
31(h) of the other Cross-Defaulted Master Leases and Subleases, as applicable
(it being understood if a right of arbitration is exercised with respect to
whether an "event of default" has occurred under any Cross-Defaulted Master
Lease and Sublease as to any particular "event of default" declared under such
Cross-Defaulted Master Lease and Sublease, such right may not be exercised a
second time hereunder as a result of the fact that such "event of default" is
also an event of default under Section 31(e)(v)), and, (B) such default is not
the result of any default of Lessor or Sprint Collocator hereunder and/or a
default of an Additional Master Lease Lessor or Additional Master Lease
Collocator or the occurrence of one or more force majeure events, and (ii)
failure of Guarantor after reasonable advance notice from Lessor to perform its
payment obligations under Section 42 with respect to such event of default,
Lessor or Sprint Collocator may terminate this Agreement as to all Sites, by
giving Lessee written notice of termination (which notice shall contain a
reasonably specific description of each of such events of default), and this
Agreement will be terminated as to all Sites at the time designated by Lessor or
Sprint Collocator in its notice of termination to Lessee. Notwithstanding
anything to the contrary contained herein, if Lessee disputes that it is in
default hereunder, and Lessee is determined to be in default pursuant to Section
31(h), if Lessee (or Guarantor), within twenty (20) days following a
determination that it is in default under Section 31(h), commences cure of such
default and diligently completes same, an event of default with respect to
Lessor shall not be deemed to have occurred (it being understood that if the
underlying "event of default" occurred under another Cross-Defaulted Master
Lease and Sublease, any cure period shall run and cure right shall be
exercisable only under such Cross-Defaulted Master Lease and Sublease (and not
hereunder)).

     (g) Lessor, Sprint Collocator or Lessee, as applicable, may pursue any
remedy or remedies provided in this Agreement or any remedy or remedies provided
for or allowed by law or in equity, separately or concurrently or in any
combination, including, without limitation, (i) specific performance or other
equitable remedies; or (ii) money damages arising out of such default; or (iii)
in the case of Lessee's default, Lessor or Sprint Collocator may perform, on
behalf of Lessee, Lessee's obligations under the terms of this Agreement
pursuant to Section 31.


                                       69



Any exercise of remedies under any Cross-Defaulted Master Lease and Sublease
shall not limit or prevent the exercise of remedies hereunder.

     (h) Notwithstanding anything in this Agreement to the contrary, if (i) any
Party receives any notice of a default under this Agreement or (ii) Lessor, or
any Sprint Additional Party or Sprint Collocator gives Lessee a notice of
termination pursuant to Section 31(f), or (iii) Lessee gives Lessor or any
Sprint Additional Party a notice of termination under Section 31(b) or Section
31(d) (as applicable) the Party receiving any such notice shall have the right,
within ten (10) days after receipt of such notice (the "DECISION PERIOD"), to
initiate arbitration proceedings to determine the existence of any such default
or termination right. To the extent any such notices are also delivered at or
about the same time under other Cross-Defaulted Master Leases and Subleases, any
arbitration hereunder and under the other Cross-Defaulted Master Leases and
Subleases shall be one consolidated arbitration conducted by the same
arbitrators. Such arbitration proceedings will be initiated with three Qualified
Arbitrators, with one selected by each of Lessor and Lessee and the third
mutually selected by the Parties, each Party acting reasonably, and if the
Parties cannot agree the third arbitrator shall, selected by the two other
arbitrators. The arbitration will be held in Chicago, Illinois or such other
location as is mutually agreeable to the Parties. All arbitrations will be
governed by the applicable commercial rules of the American Arbitration
Association ("AAA") for accelerated arbitration proceedings. The arbitrators
will prepare in writing, and provide to the Parties, such arbitrators'
determination, including factual findings and the reasons on which the
determination was based. The decision of a majority of the arbitrators will be
final, binding and conclusive and will not be subject to review or appeal and
may be enforced in any court having jurisdiction over the Parties. During the
Decision Period and thereafter, if a Party elects to initiate arbitration
proceeding under this Section 31(h), until the conclusion of the arbitration
proceedings and the rendering of the decision of the arbitrators, any right or
remedy provided under this Agreement to the Party alleging the default or
termination right may not be exercised. "QUALIFIED ARBITRATOR" shall mean a
person with at least ten years experience in the commercial real estate
business, including experience with cellular tower assets.

     (i) A Party's pursuit of any one or more of the remedies provided in this
Agreement will not constitute an election of remedies excluding the election of
another remedy or other remedies, or a forfeiture or waiver of any amounts
payable under this Agreement as to the applicable Site by such Party or waiver
of any relief or damages or other sums accruing to such Party by reason of the
other Party's failure to fully and completely keep, observe, perform, satisfy
and comply with all of the agreements, terms, covenants, conditions,
requirements, provisions and restrictions of this Agreement. Notwithstanding
anything to the contrary contained in this Agreement, neither Party will be
liable to the other Party for indirect, incidental, special or consequential
damages, including but not limited to lost profits, however arising, even if a
Party has been advised of the possibility of such damages.

     (j) Either Party's forbearance in pursuing or exercising one or more of its
remedies will not be deemed or construed to constitute a waiver of any event of
default or of any remedy. No waiver by either Party of any right or remedy on
one occasion will be construed as a waiver of that right or remedy on any
subsequent occasion or as a waiver of any other right or remedy then or
thereafter existing. No failure of either Party to pursue or exercise any of its
powers, rights or remedies or to insist upon strict and exact compliance by the
other Party with any


                                       70



agreement, term, covenant, condition, requirement, provision or restriction of
this Agreement, and no custom or practice at variance with the terms of this
Agreement, will constitute a waiver by either Party of the right to demand
strict and exact compliance with the terms and conditions of this Agreement.
Except as otherwise provide herein, any termination of this Agreement pursuant
to Sections 31(b), 31(d) or 31(f), or partial termination of a Parties' rights
hereunder, shall not terminate or diminish any Parties' rights with respect to
the obligations that were to be performed on or before the date of such
termination.

     SECTION 32. QUIET ENJOYMENT.

     Lessee will, subject to the terms and conditions of this Agreement,
peaceably and quietly hold and enjoy the Leased Property of each Master Lease
Site and shall have the right provided herein to operate each Pre-Lease Site
during the Term thereof without hindrance or interruption from Lessor, any Party
comprising Sprint or any other Sprint Group Member.

     SECTION 33. NO MERGER.

     There will be no merger of this Agreement or any subleasehold interest or
estate created by this Agreement in any Site with any superior estate held by a
Party by reason of the fact that the same Person may acquire, own or hold,
directly or indirectly, both the subleasehold interest or estate created by this
Agreement in any Site and such superior estate; and this Agreement will not be
terminated, in whole or as to any Site, except as expressly provided in this
Agreement. Without limiting generality of the foregoing provisions of this
Section 33, there will be no merger of the subleasehold interest or estate
created by this Agreement in Lessee in any Site with any with any underlying fee
interest that Lessee may acquire in any Site that is superior or prior to such
subleasehold interest or estate created by this Agreement in Lessee.

     SECTION 34. BROKER AND COMMISSION.

     (a) All negotiations in connection with this Agreement have been conducted
by and between Lessor, Lessee and Sprint without the intervention of any Person
or other party as agent or broker other than Banc of America Securities LLC and
Citigroup Global Markets Inc. (the "FINANCIAL ADVISORS"), which are advising
Sprint Parent in connection with this Agreement and related transactions.

     (b) Each of Lessor, Lessee and Sprint Collocator (on behalf of its
Affiliates) warrants and represents to the other that there are no broker's
commissions or fees payable by it in connection with this Agreement by reason of
its respective dealings, negotiations or communications other than the advisor's
fee payable to the Financial Advisors which will be payable by Sprint Parent.
Lessor, Lessee and Sprint Collocator will, and do hereby indemnify, defend and
hold harmless each other from and against the Claims of any and all brokers,
agents and other intermediaries alleging a commission, fee or other payment to
be owing by reason of their respective dealings, negotiations or communications
in connection with this Agreement.

     SECTION 35. RECORDING OF MEMORANDUM OF AGREEMENT OR SITE DESIGNATION
SUPPLEMENT.


                                       71



     (a) Subject to the applicable provisions of the Agreement to Lease and
Sublease, for each Master Lease Site, upon the execution of this Agreement or
after any Conversion Closing, Lessee may, at its cost and expense, cause a
memorandum of agreement in the form attached hereto as Exhibit B to be filed in
the appropriate County property records (unless the Ground Lease for any
applicable Master Lease Site prohibits such recording) to provide constructive
notice to third parties of existence of this Agreement. In addition, Lessee may,
at its cost and expense, promptly following the execution of each Site
Designation Supplement, cause such Site Designation Supplement with respect to
the applicable Master Lease Site to be filed in the appropriate County property
records unless the Ground Lease for the applicable Site prohibits such
recording. The costs of recording the Site Designation Supplements shall be paid
as set forth in Section 3.8 of the Agreement to Lease and Sublease.

     (b) In addition to and not in limitation of any other provision of this
Agreement, the Parties will have the right to review and make corrections, if
necessary, to any and all exhibits to this Agreement or to the Site Designation
Supplements. After making such corrections, Lessee will re-record such Site
Designation Supplement to reflect such corrections, if requested by any Party,
at the expense of the requesting Party. The Parties will cooperate with each
other to cause changes to be made in the Site Designation Supplement for such
Site, if such changes are requested by either Party to evidence any permitted
changes in the description of the Sprint Collocation Space respecting such Site,
including, without limitation changes in Sprint Collocator's antennas or other
parts of its Communications Facility at such Site. In addition to, and not in
limitation of the foregoing, either Party will have the right, at its sole
expense, to cause any amendment to such Site Designation Supplement to be
recorded, including without limitation, in connection with such changes.

     SECTION 36. PURCHASE OPTION.

     (a) RIGHT TO PURCHASE. If this Agreement will not have been earlier
terminated, or an event of default by Lessee will not have occurred and be
continuing at the date of option exercise or the date fixed for purchase (as
such date is specified below), Lessee will have an option, exercisable no
earlier than one (1) year and no later than one hundred twenty (120) days prior
to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to elect to
purchase the right, title and interest of Lessor and any applicable Party
comprising Sprint or any other Person holding an interest therein by, through or
under Sprint or by acquisition thereof from Sprint from, on and after the
Effective Date (collectively, the "OPTION SELLERS") in all (but not less than
all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites,
Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s))
then subject to this Agreement for the net aggregate Option Purchase Price
attributable to the Purchase Sites (and on the other terms and subject to the
conditions specified in this Agreement). Lessee may exercise such purchase
option by submitting to the Option Sellers in writing an offer to purchase all
of the Purchase Sites within the Option Trigger Window in accordance with the
terms hereof, provided further, Lessee may only exercise such option if at or
about the same time as the exercise by Lessee of its purchase option hereunder,
each Additional Master Lease Lessee exercises its respective purchase option
pursuant to Section 36 of its respective Additional Master Leases and Sublease.
The Option Sellers will be obligated to sell, and Lessee will be obligated to
buy, all such Master Lease Sites at a closing to be effective as of the Purchase
Option Closing Date. Except as provided in this Section 36, Lessee will have no
right or option to purchase any Sites subject to


                                       72



this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf
of all Persons acquiring an interest in any Site (except for a Sprint Market
Assignee who signs a separate collocation agreement with Lessee) that their
rights in and to the Sites are subject to the provisions of this Section 36.

     (b) PAYMENT OF THE OPTION PURCHASE PRICE. Lessee will pay to the Option
Sellers the net aggregate Option Purchase Price for the Purchase Sites in cash
or immediately available funds on or prior to the closing of such sale. At the
closing of such sale, each of the Option Sellers will transfer or cause to be
transferred its applicable Purchase Sites, at Lessee's expense, to Lessee and
the Term as to the Purchase Sites will end. Risk of loss for the Purchase Sites
purchased pursuant to this Section 36 will pass from the Option Sellers to
Lessee upon payment of the applicable purchase price by Lessee to the Option
Sellers.

     (c) TRANSFER BY LESSOR. Any transfer of Purchase Sites by the Option
Sellers to Lessee pursuant to this Section 36 will include:

          (i) an assignment of each Option Seller's interest in any Ground Lease
     for such Purchase Site (which shall contain an assumption by Lessee of all
     of the obligations of such Option Seller under such Ground Lease and an
     agreement by Lessee to indemnify such Option Seller and each other Sprint
     Indemnitee from claims, losses or damages related to such obligations), a
     transfer of fee simple title to the Land for any Purchase Site which is an
     Owned Purchase Site, a transfer of each such Option Seller' interest in the
     applicable Tower and related assets (other than Sprint's Improvements or
     Sprint's Communications Equipment) and all appurtenances thereto; provided,
     that for so long as the Ground Lease, as amended, modified, or extended, is
     still in effect for any Purchase Site, Sprint Collocator will be entitled
     to lease the Sprint Collocation Space on each such Purchase Site from
     Lessee for successive five (5) year terms at rental rate equal to the
     then-current market rental rates for comparable locations; provided, that
     the Sprint Collocation Charge will thereafter be subject to increase on an
     annual basis at the beginning of each five (5) year term in an amount equal
     to the CPI Change; provided, if Lessee and Sprint Collocator fail to agree
     on a rental rate for one or more of the Purchase Sites, such rental rate
     will be determined for each applicable Purchase Site by a nationally
     recognized independent accounting firm mutually acceptable to Sprint
     Collocator and Lessee. The cost of the determination of the rental rate
     will be shared equally by Sprint Collocator and Lessee. Sprint Collocator
     will have the right to elect to terminate any such lease with respect to a
     Purchase Site as of the expiration of each five (5) year term by giving no
     less than sixty (60) days prior written notice of such termination to
     Lessee;

          (ii) to the extent legally transferable, all rights of each such
     Option Seller under or pursuant to warranties, representations and
     guarantees made by suppliers or manufacturers in connection with such
     Purchase Site, but excluding any rights to receive amounts under such
     warranties, representations and guarantees representing reimbursements for
     items paid by such Option Seller; and

          (iii) to the extent legally transferable, all known and unknown
     rights, claims, credits, causes of action, or rights to commence any causes
     of action or rights of


                                       73



     setoff of each such Option Seller against third parties relating to such
     Purchase Site arising on or after the date of transfer, including
     unliquidated rights under manufacturers' and vendors' warranties, but
     excluding all amounts representing reimbursements for items paid by such
     Option Seller.

     (d) EVIDENCE OF TRANSFER. Each of the Option Sellers and Lessee will enter
into assignments, deeds (with warranties of title as to such Option Sellers'
actions only), bills of sale and such other documents and instruments as the
other may reasonably request to evidence any transfer of such Purchase Sites.

     (e) TRANSFER TAXES. Any Transfer Taxes incurred in connection with the
transfer of Purchase Sites by the Option Sellers to Lessee pursuant to this
Section 36 will be divided equally between Lessor and Lessee.

     (f) NO WARRANTIES. Any transfer of a Purchase Site by any Option Seller to
Lessee pursuant to this Agreement will be "AS IS" and without any warranty
whatsoever by such Option Seller, except that in any transfer of a Purchase Site
by any such Option Seller to Lessee pursuant to this Agreement, such Option
Seller will warrant that the Option Seller has not previously transferred title
to such Purchase Site that is so transferred and will convey the interest of
such Option Seller with limited warranty stating that the Purchase Site is free
of Liens or other matters created or arising by, through or under the Option
Seller or any other Sprint Group Member from and after the Effective Date.

     SECTION 37. NET LEASE.

     This Agreement, insofar as it relates to the lease or the use and operation
by Lessee of any Site or the Leased Property on any Site is a net lease and,
except as otherwise expressly provided in Sections 14, 20, 31 and 41 of this
Agreement, will not terminate. Neither Lessee nor Sprint Collocator will be
entitled to any abatement, reduction, setoff, counterclaim, defense or deduction
with respect to any Rent, Pre-Lease Rent, Sprint Collocation Charge, amount
payable under Section 11(h) or other sum payable under this Agreement. Except as
otherwise expressly provided in Sections 14, 20, 31 and 41 of this Agreement,
the obligation of Lessee and Sprint Collocator under this Agreement will not be
affected by reason of: (a) any damage to or destruction of any Site or any part
of such Site by any cause whatsoever; (b) any condemnation of any Site; (c) any
prohibition, limitation, restriction or prevention of Lessee's use or enjoyment
of a Site by any Person; (d) any matter affecting title to any Site or any part
of such Site; (e) any loss of use or possession by Lessee of a Site or any
portion of such Site, by reason of title paramount or otherwise; (f) the
invalidity or unenforceability of any provision of this Agreement or the
impossibility or illegality of performance by Lessor or Lessee or both; (g) any
action of any Governmental Authority; or (h) any other cause or occurrence
whatsoever, whether similar or dissimilar to the foregoing.

     SECTION 38. COMPLIANCE WITH SPECIFIC FCC REGULATIONS.

     (a) Lessee understands and acknowledges that Tower Subtenants are engaged
in the business of operating Communications Equipment at each Site. The
Communications Equipment is subject to the regulations of the FCC, including
without limitation regulations


                                       74



regarding exposure by workers and members of the public to the radio frequency
emissions generated by Sprint's Communications Equipment. Lessee acknowledges
that such regulations prescribe the permissible exposure levels to emissions
from the Communications Equipment which can generally be met by maintaining safe
distances from such Communications Equipment. To the extent Lessee is required
to do so under applicable FCC regulations, Lessee will install, or cause the
Tower Subtenants to install, at its or their expense, such marking, signage or
barriers to restrict access to any Site as Lessee deems necessary in order to
comply with the applicable FCC regulations, with respect to Communications
Equipment other than Sprint's Communications Equipment, and with respect to
Sprint's Communications Equipment, Sprint Collocator will install same. To the
extent Lessee is required to do so under applicable FCC regulations, Lessee
further agrees to post, or to cause the Tower Subtenants to post, prominent
signage at all points of entry to each Site containing instructions as to any
potential risk of exposure and methods for minimizing such risk, with respect to
Communications Equipment other than Sprint's Communications Equipment, and with
respect to Sprint's Communications Equipment Sprint Collocator will install
same. Lessee will cooperate in good faith with Sprint Collocator to minimize any
confusion or unnecessary duplication that could result in similar signage being
posted with respect to any of Sprint's Communications Equipment at or near any
Site in respect of any Sprint Collocation Space on such Site.

     (b) Lessee further agrees to alert all personnel working at or near each
Site, including Lessee's maintenance and inspection personnel, to heed all of
Lessee's or Tower Subtenant's signage or restrictions with respect to such Site,
to maintain the prescribed distance from the Communications Equipment, and to
otherwise follow the posted instructions. Lessee further agrees to give each
Tower Subtenant at least ten (10) days' advance written notice of any repair or
maintenance work to be performed on any Site which would require work in closer
proximity to the Communications Equipment than prescribed by the signage or
restrictions, to abide by any provisions in the Collocation Agreement related to
such work and allow such work to be monitored by such Tower Subtenant, if
required by such Tower Subtenant.

     (c) Lessor and Sprint Collocator will cooperate (and Sprint Collocator
shall cause its Affiliates to cooperate) with each Tower Subtenant on a
going-forward basis with respect to each Site in order to help insure that such
Tower Subtenant complies with the applicable FCC regulations.

     (d) Sprint Collocator acknowledges and agrees that Sprint's Communications
Equipment at each Site is subject to the regulations of the FCC, including,
without limitation, regulations regarding exposure by workers and members of the
public to the radio frequency emissions generated by Sprint's Communications
Equipment and Sprint Collocator agrees to comply (and Sprint Collocator shall
cause its Affiliates to comply) with all FCC Regulations and all other
Applicable Laws. Sprint Collocator acknowledges that such regulations prescribe
the permissible exposure levels to emissions from its Communications Equipment
which can generally be met by maintaining safe distances from such
Communications Equipment. Sprint Collocator will install at its expense such
marking, signage, or barriers to restrict access to any of Sprint's
Communications Equipment on a Site in respect of any Sprint Collocation Space on
such Site as Sprint Collocator deems necessary in order to comply with the
applicable FCC regulations. Sprint Collocator will cooperate in good faith with
Lessee to minimize any confusion or unnecessary duplication that could result in
similar signage being posted with


                                       75



respect to any of Sprint's Communications Equipment at or near any Site in
respect of any Sprint Collocation Space on such Site. Sprint Collocator, at its
option, may also install signage at any Site identifying Sprint's Communication
Facility at such Site and providing for contact information in the case of
emergency.

     (e) Sprint Collocator further agrees to alert all personnel working at or
near each Site, including Sprint Collocator's maintenance and inspection
personnel, to maintain the prescribed distance from the Communications
Equipment, and to otherwise follow the posted instructions of Lessee.

     SECTION 39. TAX INDEMNITIES.

     (a) INCOME TAX INDEMNITY.

          (1) TAX ASSUMPTIONS. In entering into this Agreement and related
documents, the Sprint Group has made the following assumptions regarding the
characterization of the transactions contemplated under this Agreement for
federal income tax purposes (the "TAX ASSUMPTIONS"):

          (i) for federal income tax purposes, this Agreement will be treated as
     a "true lease" with respect to all of the Leased Property, the members of
     the Sprint Group will be treated, directly or indirectly through one or
     more entities that are classified as partnerships or disregarded entities
     for federal income tax purposes, as the owners and sublessors of the Leased
     Property, and Lessee will be treated (or, if Lessee is a disregarded entity
     for federal income tax purposes, the entity treated as the owner of Lessee
     for federal income tax purposes) as the lessee of the Leased Property;

          (ii) following the execution of this Agreement, the Sprint Group will
     be entitled to deduct, pursuant to Section 168(b) of the Code, depreciation
     deductions with respect to the Sprint Group's adjusted tax basis in the
     Leased Property using the same depreciation method(s) as in effect
     immediately before the execution of this Agreement ("FEDERAL DEPRECIATION
     DEDUCTIONS");

          (iii) prepaid Rent and Pre-Lease Rent with respect to each Site will
     be paid under a single lease subject to Section 467 of the Code and will be
     characterized in part as a loan under section 467 of the Code and Treasury
     Regulations issued under such section and the Sprint Group will be entitled
     to deduct interest attributable thereto with respect to each Site as set
     forth in Exhibit H;

          (iv) the only amounts that any Sprint Group Member will be required to
     include in gross income with respect to the transactions contemplated by
     this Agreement and related documents will be (A) Rent and Pre-Lease Rent as
     it accrues as rent in accordance with the terms of this Agreement and the
     application of Section 467 of the Code and Treasury Regulations issued
     under such section and as set forth in Exhibit H with respect to each Site;
     (B) any indemnity (including any gross up) pursuant to this Agreement; (C)
     any amounts paid or otherwise recognized pursuant to a voluntary sale or
     other disposition by any Sprint Group Member (other than a sale or
     disposition attributable to a default by Lessee and/or the exercise of
     remedies by Lessor or Sprint or


                                       76



     its Affiliates under this Agreement) of any Leased Property, it being
     understood for these purposes that a sale or disposition that may be deemed
     to have occurred on the Effective Date is not a sale; (D) proceeds upon
     Lessee's exercise of the purchase option pursuant to Section 36 of this
     Agreement; (E) any costs and expenses of Lessor or Sprint (and any interest
     thereon) paid or reimbursed by Lessee pursuant to this Agreement; (F)
     income attributable to the reversion of Alterations made by Lessee to
     Lessor at the end of the Term; (G) amounts expressly identified as interest
     in the Agreement and payable to Lessor or any Sprint Group Member; (H) any
     other amount to the extent such item of income results in an equal and
     offsetting deduction; and (I) any income or gain from an acceleration of
     Rent or Pre-Lease Rent as a result of the expiration or termination of a
     ground lease with respect to a Site listed in paragraphs 9 through 15 of
     Section 4.5 of the Contributors Disclosure Letter (as defined in the
     Agreement to Lease and Sublease); and

          (v) the combined effective federal and net state income Tax rate
     applicable to each Sprint Group Member will be thirty-nine percent (39%)
     (the "ASSUMED RATE"), comprised of thirty-five percent (35%) for the
     assumed federal rate and four percent (4%) (which is net of federal income
     Tax benefits) for the assumed state rate.

          (2) LESSEE'S REPRESENTATIONS AND COVENANTS. Lessee hereby represents
and covenants to each Sprint Group Member as follows:

          (i) Lessee, any Affiliate of Lessee, any assignee or sublessee of
     Lessee, and any user (other than Lessor or Sprint or its Affiliates) of any
     portion of the Leased Property will not claim depreciation deductions as
     the owner of any of the Leased Property for federal income Tax purposes
     during the Term (and thereafter unless Lessee purchases such property
     pursuant to Section 36 of this Agreement), with respect to such Leased
     Property or portion of such Leased Property, except with respect to
     Alterations financed by Lessee or such assignee, sublessee, or other user,
     nor will they take any other action in connection with filing a Tax return
     or otherwise which would be inconsistent with (i) the treatment of the
     Sprint Group Members as the direct or indirect owners and lessors of the
     Leased Property for federal income tax purposes, (ii) the Tax Assumptions,
     or (iii) Section 11 and Exhibit H of this Agreement.

          (ii) none of the Leased Property will constitute "tax-exempt use
     property" as defined in Section 168(h) of the Code other than solely as a
     result of use by Lessor, Sprint or its Affiliates and any other Person that
     is a Tower Subtenant as of the date of the Agreement to Lease and Sublease;

          (iii) on the Effective Date, no Alterations to any of the Leased
     Property will be required in order to render any of the Leased Property
     complete for its intended use by Lessee except for ancillary Severable
     Alterations that are customarily selected and furnished by lessees of
     property similar in nature to the Leased Property;

          (iv) Lessee has no current plan or intention of making any Alteration
     or repair with respect to any of the Leased Property that would not be
     treated as severable improvements or permitted nonseverable improvements
     within the meaning of Revenue Procedure 2001-28, 2001-1 C.B. 1156;


                                       77



          (v) Lessee has no current plan or intention of making any Alteration
     or repair with respect to any of the Leased Property the value of which as
     of the end of the Term with respect to such Leased Property would compel
     Lessee to exercise any of the purchase options under Section 36 of this
     Agreement; and

          (vi) Lessee is not obligated to exercise any of the purchase options
     provided in Section 36 of this Agreement, it has not decided whether it
     will exercise any of the purchase options provided in Section 36 of this
     Agreement, and it has no plans to enter into or incur such obligation or to
     make such decision in the immediate future.

          (3) INDEMNITY FOR TAX LOSSES.

          (i) If, as a result of

               (A) the inaccuracy of any representation of Lessee, or the breach
          of any covenant of Lessee, set forth in Section 39(a)(2) of this
          Agreement;

               (B) any act of Lessee, or any assignee or sublessee of Lessee or
          any user of the Leased Property (other than Lessor or Sprint or its
          Affiliates) during the Term, other than (i) the execution or delivery
          of the Transaction Documents and (ii) any act required under the
          Transaction Documents or any Permitted Act;

               (C) the failure by Lessee to perform any act required of it under
          any of the Transaction Documents;

               (D) any disposition of Leased Property attributable to a default
          by Lessee and/or the exercise of remedies under this Agreement;

               (E) the bankruptcy of Lessee; or

               (F) An inaccuracy, breach, act, or omission of or by Lessee under
          Section 39(a)(3) of any Cross-Defaulted Master Lease and Sublease.

any Sprint Group Member (each a "TAX INDEMNITEE") will not claim on the relevant
income tax return based upon a written opinion from independent tax counsel
reasonably acceptable to Lessee (setting forth in reasonable detail the facts
and analysis upon which such opinion is based) that there is no reasonable basis
as defined in Treas. Reg. Section 1.6662-3(b)(3) as in effect on the Effective
Date for claiming all or any portion of the Federal Income Tax Benefits, will
lose the right to claim all or any portion of the Federal Income Tax Benefits,
will suffer a loss of, disallowance of, or delay in obtaining all or any portion
of the Federal Income Tax Benefits, or will be required to recapture all or any
portion of the Federal Income Tax Benefits, or any Tax Indemnitee will suffer an
Inclusion (any such event being referred to as a "TAX LOSS"), then, within
thirty (30) days after receipt of a written demand from or on behalf of the Tax
Indemnitee


                                       78



describing in reasonable detail the Tax Loss and the computation of the amount
payable (a "TAX INDEMNITY NOTICE"), Lessee will pay to such Tax Indemnitee as an
indemnity the amount specified in the Tax Indemnity Notice. Subject to other
adjustments required by this Section 39(a)(3)(i), such indemnity payment will be
calculated in the Tax Indemnity Notice to equal, on an After-Tax Basis, the sum
of (y) the amounts of any additional federal and state income taxes payable by
such Tax Indemnitee for the taxable year (calculated at the Assumed Rate in the
case of a Tax Loss respecting Federal Income Tax Benefits and calculated at the
highest marginal applicable federal and state rates then in effect in the case
of a Tax Loss respecting an Inclusion) and any interest thereon (calculated to
the date such payment is made using the actual interest rates for underpayments
of tax applicable to the relevant periods), plus (z) the amount of any penalties
and additions to tax actually payable as a result of such Tax Loss and
attributable thereto. The indemnity payment will be a net lump-sum amount,
taking into account all past and anticipated future Tax Losses and Tax savings
at the Assumed Rate, and using a discount rate equal to the Applicable Federal
Rate (as defined in Code Section 1274(d)(1) then in effect) to present value
future Tax Losses and Tax savings. Any indemnity payment made pursuant to this
Section 39(a)(3)(i) will be made on an "AFTER-TAX BASIS" which means that any
such payment will also include a "gross-up" for any federal or state income
Taxes (determined at the highest marginal applicable federal and state rates
then in effect) payable by such Tax Indemnitee with respect to the receipt or
accrual of such indemnity payment, including such gross-up. Notwithstanding any
other provision of this Section 39(a)(3)(i) to the contrary, Lessee will not be
required to make any payment under this Section 39(a)(3)(i) earlier than, (a) in
the case of a Tax Loss that is not being contested pursuant to Section 39(d) of
this Agreement, the date such Tax Indemnitee (or the common parent of the
consolidated group in which it is a member, as the case may be) files the
applicable federal income Tax return, estimated or final as the case may be,
which would first properly reflect the additional federal income Tax that would
be due as a result of the Tax Loss and (b) in the case of a Tax Loss that is
being contested pursuant to Section 39(d) of this Agreement, thirty (30) days
after the date on which a Final Determination is made (or as otherwise provided
in Section 39(d)) and (c) twenty (20) days after the receipt by Lessee of the
Tax Indemnity Notice.

          (ii) Verification of Calculations. Lessee may timely request that any
     Tax Indemnity Notice be verified by a nationally recognized independent
     accounting firm or a lease advisory firm selected by Lessee and reasonably
     acceptable to such Tax Indemnitee. Such verification will be at Lessee's
     expense unless such accounting firm determines that the amount payable by
     Lessee is more than ten percent less than the amount shown on the Tax
     Indemnity Notice, in which event the Tax Indemnitee will pay such costs. In
     order to enable such independent accountants to verify such amounts, the
     Tax Indemnitee will provide to such independent accountants (for their
     confidential use and not to be disclosed to Lessee or any other person) all
     information reasonably necessary for such verification.

          (4) EXCEPTIONS. Notwithstanding any provision of this Section 39(a) to
the contrary, Lessee will not be required to make any payment to any Tax
Indemnitee in respect of any Tax Loss to the extent that any such Tax Loss
occurs as a result of one or more of the following:


                                       79



          (i) other than as a result of an Alteration by Lessee, the entry into
     a New Lease under Section 40 of this Agreement or any severance of this
     Agreement under Section 41, the determination that this Agreement is not a
     "true lease" for federal income tax purposes or that the members of the
     Sprint Group, directly or indirectly through one or more entities that are
     classified as partnerships or disregarded entities for federal income tax
     purposes, are not the owners or sublessors of the Leased Property, or that
     Section 467 of the Code does not apply to this Agreement in accordance with
     its terms;

          (ii) the voluntary sale, assignment, transfer, or other disposition or
     the involuntary sale, assignment, transfer, or other disposition
     attributable to the bankruptcy, insolvency or the breach of any covenant or
     obligation of the Tax Indemnitee set forth in the Transaction Documents of
     or by any such Tax Indemnitee or any of its Affiliates, in either case, of
     any of the Leased Property or portion of such Leased Property by any such
     Tax Indemnitee or any of its Affiliates other than a sale, assignment,
     transfer, or disposition (A) contemplated by the Transaction Documents; (B)
     otherwise resulting from the exercise by any Sprint Group Member of its
     rights or performance of its obligations under the Transaction Documents;
     or (C) attributable to a default by Lessee and/or exercise of remedies
     under this Agreement;

          (iii) the gross negligence or willful misconduct of such Tax
     Indemnitee;

          (iv) penalties, interest, or additions to Tax to the extent based upon
     issues unrelated to the transactions contemplated by this Agreement and
     related documents;

          (v) Lessee's exercise of the purchase option provided in Section 36 of
     this Agreement;

          (vi) the failure by the Sprint Group or any Sprint Group Member timely
     or properly to claim any Federal Income Tax Benefits or to exclude income
     on the appropriate Tax return other than in accordance with Section
     39(a)(3) of this Agreement;

          (vii) any failure of the Tax Indemnitee to have taken all the actions,
     if any, required of it by Section 39(d) of this Agreement to contest the
     Loss and such failure materially prejudices the ability to contest, and
     Lessee has a reasonable basis for such contest (other than a failure
     attributable in whole or part to the failure of Lessee to follow the
     procedures set forth in Section 39(d) of this Agreement);

          (viii) any change in Law enacted, adopted or promulgated on or after
     the date of the Agreement to Lease and Sublease, provided that this
     exclusion shall not apply to any (1) change in tax rates applicable to the
     making of any indemnity payment for a Tax Loss (a) respecting Federal
     Income Tax Benefits on an After-Tax basis or (b) respecting an Inclusion or
     (2) substitution or replacement of any Leased Property after a change in
     Law;

          (ix) the failure of the Sprint Group, or any single Sprint Group
     Member, to have sufficient income or Tax liability to benefit from the
     Federal Income Tax Benefits;


                                       80



          (x) the inclusion of income by a Sprint Group Member as a result of
     the reversion of Alterations made by Lessee to Lessor at the end of the
     Term;

          (xi) a determination that Sprint is not holding the Leased Property in
     the ordinary course of a trade or business or that Sprint did not enter
     into the transactions contemplated by the Transaction Documents for profit;

          (xii) the existence of, or any consequence of, the prepayment of the
     Rent, or the application of Section 467 of the Code or the Treasury
     regulations promulgated thereunder, provided that the Lessee makes all
     payments when due and accrues all rental expense in accordance with the
     Proportional Rent as set forth in Exhibit H and provided further that this
     exclusion will not apply to the entry into a New Lease under Section 40 of
     this Agreement or any severance of this Agreement under Section 41;

          (xiii) any tax election by a Sprint Group Member that is inconsistent
     with the Tax Assumptions to the extent of a resulting increase in the
     Lessee's indemnity obligations hereunder;

          (xiv) a Tax Loss with respect to any period occurring after (and not
     simultaneously with) (1) the expiration or earlier termination of the Term
     with respect to a Site or (2) the return to Sprint of the Leased Property
     related to a Site, in either case other than interest, fines, penalties and
     additions to tax resulting from a Tax Loss that would not be excluded under
     this clause (xvi);

          (xv) the breach or inaccuracy of any representation, warranty or
     covenant by any Sprint Group Member in any of the Transaction Documents
     (except to the extent such breach or inaccuracy is attributed to a breach
     or inaccuracy of any representation, warranty or covenant of Lessee or an
     Affiliate under the Transaction Documents);

          (xvi) any exclusion under Section 39(a)(4) of any Cross-Defaulted
     Master Lease and Sublease.

     (b) GENERAL TAX INDEMNITY.

          (1) Lessee agrees to pay and to indemnify, protect, defend, save, and
keep harmless each Sprint Group Member on an After-Tax Basis, from and against
any and all Taxes upon or with respect to (A) any of the Leased Property, any
portion of such Leased Property, or any interest therein (B) the acquisition,
purchase, sale, financing, leasing, subleasing, ownership, maintenance, repair,
redelivery, alteration, insuring, control, use, operation, delivery, possession,
repossession, location, storage, refinancing, refund, transfer of title,
registration, reregistration, transfer of registration, return, or other
disposition of any of the Leased Property or any portion of such Leased
Property, or interest in such Leased Property, (C) the rental payments,
receipts, or earnings arising from the Leased Property, any portion of such
Leased Property, or any interest in such Leased Property, or payable pursuant to
this Agreement, or any other payment or right to receive payment pursuant to any
related document, or (D) any Alteration, removal, substitution, maintenance, or
repair of any of the Leased Property


                                       81



          (2) EXCLUSIONS FROM GENERAL TAX INDEMNITY. The provisions of Section
16 and Section 39(b)(1) will not apply to, and Lessee will have no
responsibility under Section 16 and no liability under Section 39(b)(1) with
respect to:

          (i) Taxes on any Sprint Group Member (other than such Taxes that are
     sales, use, rental, property, stamp, document filing, license, or ad
     valorem Taxes, or value added Taxes that are in the nature of or in lieu of
     such Taxes) imposed on any such member that are franchise Taxes, privilege
     Taxes, doing business Taxes, or Taxes imposed on, based on or measured by,
     gross or net income, receipts, capital, or net worth of any such member
     which are imposed by any state, local, or other taxing authority within the
     United States or by any foreign or international taxing authority;

          (ii) Taxes imposed by any jurisdiction on any Sprint Group Member
     solely as a result of its activities in such jurisdiction unrelated to the
     transactions contemplated by this Agreement and related documents;

          (iii) Taxes on any Sprint Group Member that would not have been
     imposed but for the willful misconduct or gross negligence of any such
     member or an Affiliate of any Sprint Group Member or the inaccuracy or
     breach of any representation, warranty, or covenant of such Tax Indemnitee
     or any of its Affiliates under the Transaction Documents (except to the
     extent such inaccuracy or breach is attributed to an inaccuracy or breach
     of any representation, warranty or covenant of Lessee or an Affiliate under
     the Transaction Documents);

          (iv) Taxes which are attributable to any period or circumstance
     occurring after the expiration or earlier termination of the Term with
     respect to a Site, except to the extent attributable to (I) a failure of
     Lessee or any of its transferees or sublessees or users of the Leased
     Property (other than Lessor or Sprint or its Affiliates) to fully discharge
     its obligations under this Agreement and related documents, (II) Taxes
     imposed on or with respect to any payments that are due after the
     expiration or earlier termination of the Term with respect to a Site and
     which are attributable to a period or circumstance occurring prior to or
     simultaneously with such expiration or earlier termination, (III) the entry
     into a New Lease under Section 40 of this Agreement; or (IV) any severance
     of this Agreement under Section 41;

          (v) any Tax that is being contested in accordance with the provisions
     of Section 39(d) during the pendency of such contest, but only for so long
     as such contest is continuing in accordance with Section 39(d) and payment
     is not otherwise required pursuant to Section 39(d);

          (vi) Taxes imposed on a Tax Indemnitee that would not have been
     imposed but for any act of such Tax Indemnitee (or any Affiliate thereof)
     that is expressly prohibited, or omission of an act that is expressly
     required, as the case may be, by any Transaction Document;

          (vii) Taxes that would not have been imposed but for any voluntary
     sale, assignment, transfer, pledge, or other disposition or hypothecation
     or the involuntary sale,


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     assignment, transfer, or other disposition attributable to the bankruptcy,
     insolvency or the breach of any covenant or obligation of the Tax
     Indemnitee set forth in the Transaction Documents of or by any such Tax
     Indemnitee, in either case, of any of the Leased Property or portion of
     such Leased Property by any such Tax Indemnitee other than a sale,
     assignment, transfer, or disposition (A) contemplated by the Transaction
     Documents, (B) otherwise resulting from the exercise by any Sprint Group
     Member of its rights or performance of its obligations under the
     Transaction Documents or (C) attributable to a default by Lessee and/or
     exercise of remedies under this Agreement;

          (viii) Taxes imposed on a Tax Indemnitee that would not have been
     imposed but for such Tax Indemnitee's (or Affiliate's) breach of its
     contest obligations under Section 39(d) (but only to the extent such breach
     materially prejudices the Lessee's ability to contest such Taxes or results
     in an increase in the amount of Lessee's indemnification obligation
     hereunder);

          (ix) Taxes imposed on a Tax Indemnitee in the nature of interest,
     penalties, fines and additions to Tax to the extent based upon issues
     unrelated to the transactions contemplated by the Transaction Documents;

          (x) Taxes imposed on any Sprint Group Member that are United States
     federal, state or local net income Taxes of any such member;

          (xi) Taxes imposed in connection with or as a result of the leasing or
     use of the Sprint Collocation Space by Sprint or its Affiliates or the
     payment or accrual of the Sprint Collocation Charge; or

          (xii) Taxes to the extent that they are not the responsibility of
     Lessee as described in Section 16(a) without regard to this subsection.

The provisions of this Section 39(b)(2) will not apply to any Taxes imposed in
respect of the receipt or accrual of any payment made by Lessee on an After-Tax
Basis.

          (3) REPORTS. If any report, return, certification, or statement is
required to be filed with respect to any Tax that is the responsibility of
Lessee under Section 16 or is subject to indemnification under this Section
39(b), Lessee will timely prepare and file the same to the extent permitted by
law (except for (i) any report, return, or statement relating to any net income
Taxes or, (ii) any report, return, or statement relating to any other Taxes not
subject to indemnity under Section 39(b)(2)(i) or any Taxes in lieu of or
enacted in substitution for any of the foregoing, except that, in such cases,
Lessee will timely provide information necessary to file such report, return, or
statement, (iii) any report, return, or statement relating to Property taxes or
(iv) any other report, return, certification, or statement which any Sprint
Group Member has notified Lessee that such member intends to prepare and file);
provided, that any Sprint Group Member will have furnished Lessee, at Lessee's
expense, with such information reasonably necessary to prepare and file such
returns as is within such member's control. Lessee will either file such report,
return, certification, or statement and send a copy of such report, return,
certification, or statement to the member, or, where not so permitted to file,
will notify the member of such requirement within a reasonable period of time
prior to the due date for filing


                                       83



(without regard to any applicable extensions) and prepare and deliver such
report, return, certification, or statement to the member. In addition, within a
reasonable time prior to the time such report, return, certification, or
statement is to be filed, Lessee will, to the extent permitted by law, cause all
billings of such Taxes to be made to each Sprint Group Member in care of Lessee,
make such payment, and furnish written evidence of such payment. Lessee will
furnish promptly upon written request such data, records and documents as any
Sprint Group Member may reasonably require of Lessee to enable such member to
comply with requirements of any taxing jurisdiction arising out of such member's
participation in the transactions contemplated by this Agreement and related
documents.

          (4) PAYMENTS. With the exception of Property Taxes, any Tax for which
Lessee is responsible under Section 16 or any tax indemnified under this Section
39(b) will be paid by Lessee directly when due to the applicable taxing
authority if direct payment is permitted, or will be reimbursed to the
appropriate Sprint Group Member on demand if paid by such member in accordance
herewith. Property Taxes will be paid in accordance with Sections 16(b) and (c).
Except as explicitly provided in Section 16 or as otherwise provided in this
Section 39(b), all amounts payable to a Sprint Group Member under Section 16 or
this Section 39 will be paid promptly in immediately available funds, but in no
event later than the later of (i) ten (10) business days after the date of such
demand or (ii) two (2) Business Days before the date the Tax to which such
amount payable relates is due or is to be paid and will be accompanied by a
written statement describing in reasonable detail the Tax and the computation of
the amount payable. Such written statement will, at Lessee's request, as long as
payment is not delayed, be verified by a nationally recognized independent
accounting firm selected by such member. Such verification will be at Lessee's
expense unless the accounting firm determines that the amount payable by Lessee
is more than ten percent less than the amount shown on such written statement,
in which event, the applicable Sprint Group Member will pay such costs. In the
case of a Tax subject to indemnification under this Section 39(b) which is
properly subject to a contest in accordance with Section 39(d), Lessee (i) will
be obligated to make any advances with respect to such Tax whenever required
under Section 39(d) and (ii) will pay such Tax (in the amount finally determined
to be owing in such contest) on an After-Tax Basis prior to the latest time
permitted by the relevant taxing authority for timely payment after a final
determination.

     (c) TAX SAVINGS. If, by reason of any payment made, or events giving rise
to such payment, to or for the account of any Tax Indemnitee by Lessee pursuant
to Section 39(a) or 39(b), such Tax Indemnitee at any time realizes a reduction
in any Taxes or receives a refund which was not taken into account previously in
computing such payment by Lessee to or for the account of the Tax Indemnitee,
then the Tax Indemnitee will pay to Lessee an amount equal to such actual
reduction in Taxes or such refund (including interest received), plus the amount
of any additional reduction in Taxes of the Tax Indemnitee attributable to the
payment made by the Tax Indemnitee to Lessee pursuant to this sentence;
provided, however, that (A) the Tax Indemnitee will not be obligated to make
such payment with respect to any net Tax savings or refund to the extent that
the amount of such payment would exceed the excess of (x) all prior indemnity
payments (excluding costs and expenses incurred with respect to contests) made
by Lessee over (y) the amount of all prior payments by the Tax Indemnitee to
Lessee; provided, that any such excess tax savings realized (or deemed realized)
by such Tax Indemnitee which are not paid to Lessee as a result of this
subclause (A) will be carried forward and reduce Lessee's obligations to make
subsequent payments to such Tax Indemnitee pursuant to Section 39 of this


                                       84



Agreement; and (B) if any such Tax savings or refund realized by such the Tax
Indemnitee, or any tax savings taken into account for purposes of determining
"After-Tax Basis" will be lost or otherwise determined to be unavailable, such
lost or otherwise unavailable Tax savings or refund will be treated as a Tax for
which Lessee must indemnify the Tax Indemnitee pursuant to Section 39(a) or
39(b), as the case may be (without regard to the exceptions in Section 39(a)(4)
and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv),
39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of this Section 39(c), each Tax
Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is
assumed to be taxable at the actual rate.

     (d) CONTEST RIGHTS. In the event that any Tax Indemnitee receives any
written notice of any potential claim or proposed adjustment against such Tax
Indemnitee that would result in a Tax Loss or a Tax against which Lessee may be
required to indemnify pursuant to Section 39(a) or 39(b) (a "TAX CLAIM"), such
Tax Indemnitee will promptly notify Lessee of the claim and provide Lessee with
information relevant to such claim; provided, that the failure by the Tax
Indemnitee to provide any such information will not be treated as a failure to
comply with this Section 39(d) unless the failure materially prejudices the
conduct of such contest. With respect to Taxes indemnified under Section 39(b),
Lessee will control the contest at Lessee's expense. With respect to Taxes
indemnified under Section 39(a), the Tax Indemnitee will control the contest at
Lessee's expense but will consult with Lessee in good faith, but Lessee may
require the Tax Indemnitee to contest such Tax Claim at Lessee's expense and, in
that event, the Tax Indemnitee will consult with Lessee in good faith, but the
Tax Indemnitee will retain ultimate control over such contest. The Tax
Indemnitee will not be obligated to contest any Tax Claim unless (i) in the case
of a contest with respect to federal income Taxes, prior to taking the first
such required action, Lessee will have furnished to the Tax Indemnitee an
opinion of a nationally recognized, independent tax counsel chosen by Lessee and
reasonably acceptable to the Tax Indemnitee to the effect that there is a
reasonable basis as defined in Treas. Reg. Section 1.6662-3(b)(3) as in effect
(on the Effective Date) for the position to be asserted in contesting the matter
in question, (ii) no event of default by Lessee under this Agreement will have
occurred and be continuing, (iii) such contest does not involve a material risk
to the Tax Indemnitee of sale, forfeiture, or loss of, or the creation of any
lien on, any of the Leased Property or the imposition of criminal penalties and
(iv) if Lessee reasonably requests, and the Tax Indemnitee elects to pursue, a
contest that requires payment of the Tax as a condition to pursuing the contest,
Lessee will loan, on an interest-free basis, sufficient funds to the Tax
Indemnitee to pay the Tax and any interest or penalties due on the date of
payment, and will fully indemnify the Tax Indemnitee for any adverse Tax
consequences resulting from such advance. The Tax Indemnitee will not make,
accept, or enter into a settlement or other compromise with respect to any Taxes
indemnified pursuant to Section 39(a) or forego or terminate any such proceeding
with respect to Taxes indemnified pursuant to this Section 39(b), without the
prior written consent of Lessee, which consent will not be unreasonably
withheld. The Tax Indemnitee will not be required to appeal any adverse decision
of the United States Tax Court, a Federal District Court, or any comparable
trial court unless Lessee will have furnished to the Tax Indemnitee an opinion
of a nationally recognized, independent tax counsel chosen by Lessee and
reasonably acceptable to the Tax Indemnitee, to the effect that there is
substantial authority for the position to be asserted in appealing the matter in
question. Sprint Collocator shall cause its Affiliates to comply with their
obligations under this Section 39(e).


                                       85



     (e) TAX RECORDS. Lessor, Sprint and Lessee agree to furnish or cause to be
furnished to each other, upon request, as promptly as practicable, such
information and assistance relating to the Sites (including, without limitation,
access to books and records) as is reasonably necessary for tax purposes.
Lessor, Sprint and Lessee will retain all books and records with respect to
Taxes indemnifiable under Section 39(b) or payable under Section 16 pertaining
to the Sites for a period of at least seven (7) years following the close of the
tax year to which the information relates, or sixty (60) days after the
expiration of any applicable statute of limitations, whichever is later. At the
end of such period, each Party will provide the other with at least sixty (60)
days' prior written notice before destroying any such books and records, during
which period the Party receiving such notice can elect to take possession, at
its own expense, of any books and records reasonably required by such Party for
tax purposes. Lessor, Sprint and Lessee will cooperate with each other in the
conduct of any audit or other proceeding relating to Taxes involving the Sites.

     (f) SURVIVAL. The agreements and indemnitees contained in this Section 39
shall survive the termination of this Agreement with respect to any Site.

     SECTION 40. LESSEE LENDER PROTECTIONS.

     For any Lessee Lender, if Lessor is given written notice specifying the
name and address of the Lessee Lender, or its servicing agent, and the
applicable title of an officer or other responsible individual charged with
processing notices of the type required under this Section 40, then the
following provisions shall apply with respect to such Lessee Lender for so long
as any Mortgage granted by Lessee to such Lessee Lender shall remain unsatisfied
of record:

     (a) MODIFICATION, TERMINATION OR SURRENDER OF AGREEMENT.

          (i) The Lessee Lender shall not be bound by any modification or
     amendment of this Agreement in any respect so as to materially increase the
     liability of Lessee hereunder or materially increase the obligations or
     materially decrease the rights of Lessee without the prior written consent
     of the Lessee Lender, which consent shall no be unreasonably withheld.
     Further, this Agreement may not be surrendered or terminated other than in
     compliance with the provisions of this Section 40). Any such modification,
     amendment, surrender or termination not in accordance with the provisions
     of this Section 40 shall not be binding on any such Lessee Lender or any
     other Person who acquires title to its foreclosed interest.

          (ii) In addition, from time to time upon the request of a Lessee
     Lender (but not more than three (3) times in any one (1) year period
     (excluding the first year following the Effective Date), Lessor shall
     execute and deliver to such Lessee Lender an estoppel certificate in a form
     reasonably acceptable to Lessor and the Lessee Lender.

     (b) NOTICE AND CURE RIGHTS.

          (i) Lessor, upon serving Lessee with any notice of default under the
     provisions of, or with respect to, this Agreement, shall also serve a copy
     of such notice upon the Lessee Lender (in the same manner as required by
     for notices to Lessee) at the


                                       86



     address specified herein, or at such other address as a Lessee Lender shall
     designate in writing to Lessor.

          (ii) In the event of a default or breach by Lessee under this
     Agreement, the Lessee Lender shall have the right, but not the obligation,
     to remedy such event, or cause the same to be remedied, within ten days
     (10) days after the expiration of all applicable grace or cure periods
     provided to Lessee in this Agreement, in the event of a monetary default or
     breach, or within sixty (60) days after the expiration of all applicable
     grace or cure periods provided to Lessee in this Agreement in the event of
     any other breach or default, and Lessor shall accept such performance by or
     at the instance of the Lessee Lender as if the same had been made by
     Lessee, provided, that if any such non-monetary default or breach that is
     capable of cure requires Lessee Lender to acquire possession of the
     Lessee's interest in the Sites that are the subject of such breach or
     default, such period will be extended for such reasonable period as may be
     required to obtain such possession and cure such default of breach;
     provided, however, during such extended period, Lessee Lender must continue
     to cure other defaults and breaches in accordance with the provisions of
     this Section 40(b)(ii).

          (iii) In the event of the termination of this Agreement prior to the
     expiration of the Term of this Agreement as provided herein for any reason
     (other than Lessee's failure to cure under (ii) above), including pursuant
     to Section 365 of the federal bankruptcy code, as amended from time to
     time, including any successor legislation thereto, or otherwise, Lessor
     shall serve upon Lessee Lender written notice that this Agreement has been
     terminated, together with a statement of any and all sums due under this
     Agreement and of all breaches and events of default under this Agreement,
     if any, then known to Lessor. Lessee Lender thereupon shall have the
     option, which option must be exercised by Lessee Lender's delivering notice
     to Lessor within then (10) Business Days after the Lessee Lender's receipt
     of notice from Lessor that the Lease has been terminated to cure any such
     Lessee breaches or Lessee events of default (and any Lessee breaches or
     Lessee events of default not susceptible of being cured by the Lessee
     Lender shall be deemed to have been waived) and the right to enter into a
     new lease (the "NEW LEASE") (i) effective as of the date of termination of
     this Agreement, (ii) for the remainder of what otherwise would have been
     the Term of this Agreement but for such termination, (iii) at and upon all
     the agreements, terms, covenants, and conditions of this Agreement (with no
     Rent or Pre-Lease Rent payable thereunder), and (iv) including any
     applicable right to exercise the purchase option under Section 36
     (collectively, the "NEW LEASE TERMS"). Upon the execution and delivery of a
     new lease under this Section 40, all Collocation Agreements and other
     agreements which theretofore may have been assigned to the Lessor (or
     reverted back to Lessor as a matter of law) thereupon shall be assigned and
     transferred, without recourse, representation or warranty, by Lessor to the
     lessee named in such new lease.

          (iv) Any notice or other communication which a Lessee Lender shall
     desire or is required to give to or serve upon Lessor shall be deemed to
     have been duly given or served if sent to Lessor in accordance with the
     provisions of this Agreement at the address set forth herein.


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     (c) PARTICIPATION IN CERTAIN PROCEEDINGS AND DECISIONS. Any Lessee Lender
shall have the right to intervene and become a party, but only with respect to
Lessee's involvement, in any Arbitration, litigation, condemnation or other
proceeding affecting this Agreement to the extent of its security interest
herein. Lessee's right to make any election or decision under this Agreement
that is required or permitted to be made by Lessee with respect to the
negotiation or acceptance of any Award or insurance settlement shall be subject
to the prior written approval of such Lessee Lender.

     (d) NO MERGER. Without the written consent of each Lessee Lender, the
leasehold interest created by this Agreement shall not merge with the fee
interest in all or any portion of the Sites, notwithstanding that the fee
interests and the leasehold interests are held at any time by the same Person.

     (e) ENCUMBRANCES ON PERSONAL PROPERTY AND SUBLEASES. Lessor hereby consents
to Lessee's grant, if any, to any Lessee Lender of a security interest in the
personal property owned by Lessee and located at the Sites and a collateral
assignment of subleases of the interest of Lessee in all or any portion of the
Sites and the rents, issues and profits therefrom, if any and a pledge of any
equity interests in Lessee. Lessor agrees that any interest that Lessor may have
in such personal property, whether granted pursuant to this Agreement or by
statute, shall be subordinate to the interest of any Lessee Lender.

     (f) NOTICE OF DEFAULT UNDER ANY SECURED LESSEE LOAN. Lessee shall promptly
deliver to Lessor a true and correct copy of any such notice of default, notice
of acceleration or other notice regarding a default by Lessee under a Secured
Lessee Loan after Lessee's receipt of the same.

     (g) CASUALTY AND CONDEMNATION PROCEEDS. Notwithstanding anything in this
Agreement to the contrary, in the event of any casualty to or condemnation of
any Site or any portion thereof during such time as any Secured Lessee Loan
shall remain unsatisfied, the Lessee Lender shall be entitled to receive all
insurance Proceeds and/or condemnation awards (up to the amount of the
indebtedness secured by the Lessee Loan) otherwise payable to Lessee and apply
same to restoration of the Leased Property in accordance with the provisions of
this Agreement (to the extent required by the terms of this Agreement); provided
that if the Leased Property is not required to be restored pursuant to the terms
of this Agreement, such Proceeds may be applied to the Secured Lessee Loan. Upon
the Lessee Lender's request, the name of such Lessee Lender may be added to the
"Loss Payable Endorsement" of any and all insurance policies required to be
carried by Lessee hereunder.

     (h) OTHER. Notwithstanding any other provision of this Agreement to the
contrary, (i) Lessor shall not be obligated to provide the benefits and
protections afforded to Lessee Lenders in this Section 40 to more than two (2)
Lessee Lenders at any given time or (ii) in no event whatsoever will there be
any subordination of the rights and interests of Lessor or of Sprint Collocator
or its Affiliates in and to the Sprint Collocation Space by virtue of any
Mortgage granted by Lessee to any Lessee Lender and each Lessee Lender will,
upon request, confirm such fact in writing. If there is more than one Lessee
Lender subject to the provisions of this Section 40, Lessor shall recognize the
Lessee Lender exercising rights afforded by this Section 40 whose Secured Lessee
Loan is most senior in lien (unless a Lessee Lender junior in lien


                                       88



requires that the holder thereof have a superior entitlement to such rights, and
the other Lessee Lender senior in lien shall agree in writing to such request,
in which event such recognition shall be of the holder of that Secured Lessee
Loan), provided that such Lessee Lender shall have complied with the provisions
of this Section 40; provided, however, that Lessor shall have no obligation to
determine which Lessee Lender is indeed senior in lien and shall have no
liability to either Lessee Lender for an erroneous determination, if Lessor
attempts to make such a determination, so long as such determination is made in
good faith based upon the evidence and information of lien priority provided to
Lessor by the Lessee Lenders. Each Lessee Lender shall have the right to appear
in any arbitration or other material proceedings arising under this Agreement
and to participate in any and all hearings, trials and appeals in connection
therewith, but only to the extent related to the rights or obligations of Lessee
in the matter that is the subject of the arbitration or proceedings or to
protect the security interest of Lessee in the Leased Property.

     (i) RECOURSE OF LESSOR. Lessor's recourse against any Lessee Lender shall
be expressly limited to the Lessee Lender's interest in this Agreement and in
the Sites and any and all real, personal and intangible property associated with
the Sites (including without limitation, any revenues from any Collocation
Agreements or any Proceeds or Awards).

     SECTION 41. FINANCEABLE SITES AND SEVERED LEASES.

     (a) NON-FINANCEABLE SITES. With respect to each Site that is not a
Financeable Site on the Effective Date, Lessee will use commercially reasonable
efforts to make each such Site a Financeable Site prior to the one-year
anniversary of the Effective Date. In connection therewith, Lessee will take
such actions and incur such costs, expenses and fees as are commercially
reasonable in light of Lessee's financing structure.

     (b) MUTUAL COOPERATION. In connection with Lessee's efforts under this
Section 41(b), Lessor and the Sprint Additional Parties shall (and shall cause
its Affiliates to) be actively involved with Lessee in all material aspects of
the efforts to make all Sites Financeable Sites and shall use commercially
reasonable efforts to cooperate with Lessee in such respect (but without
obligation to pay any out-of-pocket costs, expenses or fees in respect thereof
or related thereto). Lessee shall provide to Lessor and the Sprint Additional
Parties information in reasonable detail from time to time with respect to the
actions taken by Lessee pursuant to this Section 41, and Lessor and the Sprint
Additional Parties shall have the right to request, which request shall be
reasonably approved by Lessee, to directly contact the applicable Parties in an
effort to cause any Site to become a Financeable Site; provided that the
foregoing shall not obligate Lessor or the Sprint Additional Parties to expend
any amounts in connection therewith and may not obligate Lessee to expend any
amounts in connection therewith.

     (c) FAILURE OF SITES TO BE FINANCEABLE.

          (i) Within thirty (30) days following the one-year anniversary of the
     Effective Date, Lessee will deliver to Lessor a written statement listing
     all the Sites that are not Financeable Sites (the "PRELIMINARY
     NON-FINANCEABLE SITES STATEMENT") together with any Non-Financeable Site
     supporting documentation that Lessee deems relevant to be delivered
     therewith. Within fifteen (15) Business Days after receipt by Lessor of the


                                       89



     Preliminary Non-Financeable Sites Statement, Lessor shall have the right to
     request Non-Financeable Site Supporting Documentation reasonably required
     by Lessor. Lessor will have thirty (30) days following its receipt of the
     Preliminary Non-Financeable Sites Statement and all Non-Financeable Site
     Supporting Documentation requested by Lessor in a timely manner as provided
     herein to notify Lessee of any objection with respect to the inclusion on
     such statement of a Site as not being a Financeable Site (and must state
     any such objection on a Site-by-Site basis, together with a reasonably
     detailed explanation of such objection). If Lessor does not so notify
     Lessee of any such objection to a specific Site not being a Financeable
     Site within such thirty (30) day period in accordance with this Section
     41(c), the Preliminary Non-Financeable Sites Statement with respect to such
     Site will be deemed to be the final non-financeable sites statement (the
     "FINAL NON-FINANCEABLE SITES STATEMENT"). All Sites on the Final
     Non-Financeable Site Statement shall be deemed to be "NON-FINANCEABLE
     SITES."

          (ii) Lessor and Lessee will cooperate in good faith for ten (10)
     Business Days to resolve any dispute relating to the Preliminary
     Non-Financeable Sites Statement. If the Parties are unable to resolve any
     dispute relating to the Preliminary Non-Financeable Sites Statement within
     such ten (10) Business Day period, the Parties will initiate arbitration
     proceedings in accordance with the provisions of Section 31(h) to seek
     final determination of which Sites are included on the Final
     Non-Financeable Site Statement.

          (iii) If the sum of (x) the aggregate amount of the Non-Financeable
     Sites Financing Costs for all Non-Financeable Sites included on the Final
     Non-Financeable Sites Statement rendered pursuant to this Agreement and (y)
     the Non-Financeable Sites Financing Costs for all Non-Financeable Sites
     included on the Final Non-Financeable Sites Statement (under and as defined
     in each Additional Master Lease and Sublease) (collectively, the "TOTAL
     NON-FINANCEABLE SITE FINANCING COSTS") exceeds $10,000,000, the Sprint
     Additional Parties will pay to Lessee and the lessee under each Additional
     Master Lease and Sublease in aggregate one payment (which payment shall be
     divided between Lessee and the Additional Master Lease Lessees based upon
     agreement as between such Persons) in an amount equal to fifty percent
     (50%) of the positive excess of (A) the Total Non-Financeable Sites
     Financing Costs over (B) $10,000,000 by wire transfer of immediately
     available funds to an account jointly designated in writing by Lessee and
     the Additional Master Lessees; provided, however, that the Sprint
     Additional Parties shall have no obligation to pay any such amount
     attributable to any matter for which any Lessee Indemnitee has received
     payment pursuant to a claim for indemnification under Article 9 of the
     Agreement to Lease and Sublease.

     (d) SEVERANCE OF AGREEMENT.

          (i) In order for Lessee's Affiliates from time to time to cause the
     financing of Sites, Lessee shall have the right to cause the severance of
     this Agreement (or future Severance Leases) into multiple Severance Leases
     and have the "lessee's/operator's" right under such Severance Lease for the
     Severed Sites (as well as the "lessor's" right under the Sprint Collocation
     Agreement with respect to the Severed Sites) assumed by a GSI Financing
     Subsidiary, provided this Lease shall not be severed into more than three
     (3)


                                       90



     Severance Leases in the aggregate and shall also be subject to the
     limitation set forth in the first sentence of Section 41(d)(ii)(B). Each
     Severance Lease shall be substantially in the form of this Lease, with
     appropriate modifications to reflect the fact that this Agreement has been
     severed. The Exhibits for such Severance Leases shall include the
     applicable information set forth in the Exhibits for this Agreement, solely
     with respect to the Severed Sites. Upon entering into each Severance Lease,
     the Parties shall also amend the exhibits to this Agreement to exclude each
     of the Severed Sites. Lessee shall also have the right to sever each of the
     Master Collocation Agreements with respect to the Severed Sites (and, if
     requested by Lessee, Sprint Collocator shall cause its Affiliates to assist
     Lessee in effectuating same). The obligations of the "lessee" under each
     Severance Lease to Lessor and Sprint under each Severed Lease shall be
     separate and distinct from the obligations of the "lessee" under this
     Agreement and under each other Severed Lease, and this lease and the
     Severed Leases shall not be cross-defaulted with one another, and the
     obligations of Lessee and the lessees under each severance lease and the
     Additional Master Lease and Subleases, at Lessee's election (and Global
     Parent under each Severed Lease), shall be separate and distinct from one
     another. If Lessee desires the other Parties to enter into a Severance
     Lease, Lessee shall send notice to Lessor and Sprint Collocator (the
     "SEVERANCE NOTICE") informing Lessor and Sprint Collocator of its desire to
     enter into a Severed Lease, specifying the applicable Sites and including
     with such notice an executable Severed Lease and amendment hereto, along
     with amended memoranda of leases or Site Designation Supplements with
     respect to the applicable Sites. Lessor and Sprint Collocator shall upon
     receipt of same, review and reasonably cooperate with Lessee (and Sprint
     Collocator shall cause its Affiliates to cooperate) to effect the execution
     and delivery of any Severed Lease. Under each Severance Lease and this
     Lease, following execution of a Severance Lease the Global Parent Maximum
     Obligation hereunder and thereunder shall be reduced to an amount equal to
     the Ratable Global Parent Maximum Obligation hereunder and thereunder, and,
     if requested by Lessor, Global Parent will confirm such Ratable Global
     Parent Maximum Obligation in writing. "RATABLE GLOBAL PARENT MAXIMUM
     OBLIGATION" shall mean an amount equal to the product of (x) the Global
     Parent Maximum Obligation and (y) a fraction the numerator of which is the
     aggregate sum of the Rent and the Pre-Lease Rent for the Sites remaining
     under this Lease or a Severance Lease, as applicable and the denominator of
     which is the aggregate sum of the Rent and the Pre-Lease Rent hereunder on
     the date hereof. Notwithstanding the foregoing, the Parties acknowledge and
     agree that for all tax purposes, including Section 467 of the Code, a
     Severance Lease shall be treated as a continuation of this Agreement with
     respect to the Severed Sites, no Severance Lease will contain any
     substantial modifications to this Agreement, and with respect to each Site,
     any Severance Lease and this Agreement will be treated as one lease
     agreement.

          (ii) Notwithstanding anything to the contrary contained herein or in
     any other Additional Master Lease and Sublease, (A) Lessee, in a Severance
     Notice, may elect to modify the definition of "Cross-Defaulted Master Lease
     and Sublease" to include any or none of the Additional Master Leases and
     Subleases (or Severance Leases thereunder) and (B) regardless of the number
     of Severance Leases hereunder or under the other Additional Master Leases
     and Subleases, there shall not be at any time, in the aggregate, more than
     three (3) Cross-Defaulted Lease Pools. For example, if pursuant to a
     Severance Notice, this Agreement is severed into three Master Leases and
     Subleases


                                       91



     and no other Additional Master Leases and Subleases are severed, and Lessee
     elects to treat (x) the first such Severed Lease ("SEVERED LEASE #1") as
     not being cross-defaulted with any other Additional Master Leases and
     Subleases, then the definition of Cross-Defaulted Master Lease and Sublease
     under such Severed Lease shall mean "none" and Severed Lease #1 shall be
     treated as its own Cross-Defaulted Lease Pool; and (y) the second such
     Severed Lease ("SEVERED LEASE #2") as cross-defaulted with Master Lease and
     Sublease Five and Master Lease and Sublease Six, then the definition of
     Cross-Defaulted Master Lease and Sublease under such Severed Lease #2 shall
     mean "Master Lease and Sublease Five and Master Lease and Sublease Six,"
     and Severed Lease #2 and Master Lease and Sublease Five and Master Lease
     and Sublease Six shall be treated as a Cross-Defaulted Lease Pool; and the
     definition of "Cross-Defaulted Master Lease and Sublease" under the third
     such Severed Lease ("SEVERED LEASE #3") shall include all of the other
     Additional Master Leases and Subleases not included in clauses (x) and (y)
     of this sentence, and Severed Lease #3 and such other Additional Master
     Leases and Subleases shall be treated as a Cross-Defaulted Lease Pool.

     (e) SEVERANCE OF INDEMNIFICATION OBLIGATIONS. With respect to all
indemnification obligations of Lessee hereunder (or of a GSI Financing
Subsidiary under a Severed Lease), Lessee, at its election, may elect to have
Global Parent provide such indemnities in lieu of Lessee (or the applicable GSI
Financing Subsidiary), and in connection therewith execute an indemnity
reasonably acceptable to Lessor and Sprint, and upon execution of same, Lessor
will acknowledge that Lessee is relieved of all indemnification obligations
hereunder.

     (f) COOPERATION WITH FINANCING. Sprint and Lessor acknowledge that in
connection with the financings of its interests in the Sites, from time to time,
Lessee may require legal opinions (or updates thereof or reliance letters or
similar items with respect thereto) from its counsel, at Lessee's expense, with
respect to certain bankruptcy-related matters and in connection therewith Sprint
and Lessor will cooperate in taking such actions as may be reasonably required
to give such opinions as Lessee may reasonably request and to provide customary
undertakings, representations and certificates (including without limitation, as
corporate structure charts, certifications that the requirements of the LLC
Agreement will be, and have at all times been, complied with), such cooperation
and provision at Lessee's expense.

     SECTION 42. GLOBAL PARENT GUARANTY.

     (a) Global Parent unconditionally guarantees to the Sprint Indemnitees the
full and timely payment and performance and observance of all of the terms,
provisions, covenants and obligations of Lessee under this Agreement (the
"LESSEE OBLIGATIONS"). Global Parent agrees that if Lessee defaults at any time
during the Term of this Agreement in the performance of any of the Lessee
Obligations, Global Parent shall faithfully perform and fulfill all Lessee
Obligations that involve payment of a fixed sum and shall pay to the applicable
beneficiary all attorneys' fees, court costs, and other expenses, costs and
disbursements incurred by the applicable beneficiary on account of any default
by Lessee and on account of the enforcement of this guaranty. Notwithstanding
anything to the contrary contained herein (but subject to the provisions of
Section 41(d)), the maximum aggregate amount payable hereunder by Global Parent
shall be Six Million Nine Hundred Sixty Nine Thousand Five Hundred Eighty Four
Dollars ($6,969,584) (the "GLOBAL PARENT MAXIMUM OBLIGATION") and following
aggregate


                                       92



payment by Global Parent to the Sprint Indemnitees of such amount, Global Parent
shall have no further obligations hereunder.

     (b) The foregoing guaranty obligation of Global Parent shall be enforceable
by any Sprint Indemnitee in an action against Global Parent without the
necessity of any suit, action, or proceedings by the applicable beneficiary of
any kind or nature whatsoever against Lessee, without the necessity of any
notice to Global Parent of Lessee's default or breach under this Agreement, and
without the necessity of any other notice or demand to Global Parent to which
Global Parent might otherwise be entitled, all of which notices Global Parent
hereby expressly waives. Global Parent hereby agrees that the validity of this
guaranty and the obligations of Global Parent hereunder shall not be terminated,
affected, diminished, or impaired by reason of the assertion or the failure to
assert by any Sprint Indemnitee against Lessee any of the rights or remedies
reserved to such Sprint Indemnitee pursuant to the provisions of this Agreement
or any other remedy or right which such Sprint Indemnitee may have at law or in
equity or otherwise.

     (c) Global Parent covenants and agrees that this guaranty is an absolute,
unconditional, irrevocable and continuing guaranty. The liability of Global
Parent hereunder shall not be affected, modified, or diminished by reason of any
assignment, renewal, modification or extension of this Agreement or any
modification or waiver of or change in any of the covenants and terms of this
Agreement by agreement of a Sprint Indemnitee and Lessee, or by any unilateral
action of either a Sprint Indemnitee or Lessee, or by an extension of time that
may be granted by a Sprint Indemnitee to Lessee or any indulgence of any kind
granted to Lessee, or any dealings or transactions occurring between a Sprint
Indemnitee and Lessee, including, without limitation, any adjustment,
compromise, settlement, accord and satisfaction, or release, or any bankruptcy,
insolvency, reorganization, arrangements, assignment for the benefit of
creditors, receivership, or trusteeship affecting Lessee. Global Parent does
hereby expressly waive any suretyship defense it may have by virtue of any
statute, Law, or ordinance of any state or other Governmental Authority.

     (d) All of the Sprint Indemnitees' rights and remedies under this guaranty
are intended to be distinct, separate and cumulative and no such right and
remedy herein is intended to be the exclusion of or a waiver of any other.
Global Parent hereby waives presentment demand for performance, notice of
nonperformance, protest notice of protest, notice of dishonor, and notice of
acceptance. Global Parent further waives any right to require that an action be
brought against Global or any other Person or to require that resort be had by a
beneficiary to any security held by such beneficiary.

     SECTION 43. GENERAL PROVISIONS.

     (a) COUNTERPARTS. This Agreement may be executed in counterparts, each of
which will be deemed to be an original, but all of which will constitute one and
the same agreement.

     (b) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of New York (regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof)
as to all matters, including matters of validity, construction, effect,
performance and remedies.


                                       93



     (c) ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS. This Agreement (including the
Exhibits), constitutes the entire agreement between the Parties with respect to
the subject matter of this Agreement and supersede all prior agreements, both
written and oral, between the Parties with respect to the subject matter of this
Agreement. This Agreement will be binding upon and inure solely to the benefit
of each Party and its successors and permitted assigns.

     (d) FEES AND EXPENSES. Except as otherwise specifically set forth in this
Agreement, whether the transactions contemplated by this Agreement are or are
not consummated, all legal and other costs and expenses incurred in connection
with this Agreement and the transactions contemplated by this Agreement will be
paid by the Party incurring such costs and expenses.

     (e) NOTICES. All notices, requests, demands, waivers and other
communications required or permitted under this Agreement will be in writing and
will be deemed to have been delivered (i) five (5) Business Days after being
mailed by first-class mail, postage prepaid, (ii) the next Business Day when
sent overnight by a recognized courier service, (iii) upon confirmation when
sent by telecopy, confirmed by mailing written confirmation at substantially the
same time as such telecopy, or (iv) upon delivery when personally delivered to
the receiving Party (which if other than an individual will be an officer or
other responsible party of the receiving Party). All such notices and
communications will be mailed, sent or delivered as set forth below or to such
other person(s), telex or facsimile number(s) or address(es) as the Party to
receive any such communication or notice may have designated by written notice
to the other Party. A notice delivered to any of Lessor or any Person comprising
Sprint shall be deemed to have been delivered to all such Persons.

          If to Lessor or any Party comprising Sprint, to:

          Sprint Contracts and Performance
          Mailstop KSOPHT0101 - Z2650
          6391 Sprint Parkway
          Overland Park, Kansas 66251-2650
          Hotline: (800) 357-7641
          Fax No. (913) 794-0824
          Attention: Marion S. Crable, Manager

          with a copy to:

          Sprint Law Department
          Mailstop KS0PHT0101-Z2020
          6391 Sprint Parkway
          Overland Park, Kansas 66251
          Fax No. (913) 523-9823
          Attention: Real Estate Attorney

          and a copy of any notice given pursuant to Section 31 to:

          King & Spalding LLP
          191 Peachtree Street
          Atlanta, Georgia 30303-1763


                                       94



          Fax No. (404) 572-5146
          Attention: Raymond E. Baltz, Jr.

          If to Lessee or Global Parent, to:

          c/o Global Signal Inc.
          301 North Cattlemen Road
          Suite 300
          Sarasota, Florida 34232
          Attention: General Counsel

          and a copy of any notice given pursuant to Section 31 to:

          Skadden, Arps, Slate, Meagher & Flom LLP
          4 Times Square
          New York, New York 10036
          Fax No. (212) 735-3000
          Attention: Joseph A. Coco

     (f) HEADINGS. The Section and Article headings contained in this Agreement
are solely for the purpose of reference, are not part of the agreement of the
Parties and will not in any way affect the meaning or interpretation of this
Agreement.

     (g) AMENDMENT; MODIFICATIONS. This Agreement may be amended, modified or
supplemented only by written agreement of the Parties.

     (h) TIME OF THE ESSENCE. Time is of the essence in this Agreement, and
whenever a date or time is set forth in this Agreement, the same has entered
into and formed a part of the consideration for this Agreement.

     (i) SPECIFIC PERFORMANCE. Each Party recognizes and agrees that if any
other Party should refuse to perform any of its obligations under this
Agreement, the remedy at Law would be inadequate and agrees that for breach of
such provisions, each Party will, in addition to such other remedies as may be
available to it at Law or in equity, be entitled to injunctive relief and to
enforce its rights by an action for specific performance to the extent permitted
by applicable Law. Each Party hereby waives any requirement for security or the
posting of any bond or other surety in connection with any temporary or
permanent award of injunctive, mandatory or other equitable relief. Subject to
Section 43(l) of this Agreement, nothing contained in this Agreement will be
construed as prohibiting any Party from pursuing any other remedies available to
it pursuant to the provisions of this Agreement or applicable Law for such
breach or threatened breach, including without limitation the recovery of
damages. The arbitrator referred to in Section 43(l) will be empowered to
enforce this Section 43(i).

     (j) MUTUAL DRAFTING. This Agreement is the result of the joint efforts of
Lessor, Lessee and Sprint, and each provision of this Agreement has been subject
to the mutual consultation, negotiation and agreement of the Parties and there
will be no construction against any Party based on any presumption of that
Party's involvement in the drafting of this Agreement.


                                       95



     (k) JURISDICTION AND CONSENT TO SERVICE. Without limiting the jurisdiction
or venue of any other court, each of the Parties (i) agrees that any suit,
action or proceeding arising out of or relating to this Agreement will be
brought solely in the state or federal courts of the State of New York, (ii)
consents to the exclusive jurisdiction of each such court in any suit, action or
proceeding relating to or arising out of this Agreement, (iii) waives any
objection which it may have to the laying of venue in any such suit, action or
proceeding in any such court, and (iv) agrees that service of any court paper
may be made in such manner as may be provided under applicable Laws or court
rules governing service of process.

     (l) WAIVER OF JURY TRIAL.

          (i) EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY COURT ACTION
     ARISING AMONG ANY OF THE PARTIES, WHETHER UNDER OR RELATING TO THIS
     AGREEMENT, AND WHETHER MADE BY CLAIM, COUNTER CLAIM, THIRD PARTY CLAIM OR
     OTHERWISE. If for any reason the jury waiver is held to be unenforceable,
     the Parties agree to binding arbitration for any dispute arising out of
     this Agreement or any claim arising under any federal, state or local
     statutes, Laws or regulations, under the applicable commercial rules of the
     AAA. Any arbitration will be held in the New York, New York metropolitan
     area and be subject to the Governing Law provision of this Agreement.
     Discovery in the arbitration will be governed by the Local Rules applicable
     in the United States District Court for the Southern District of New York.

          (ii) The agreement of each Party to waive its right to a jury trial
     will be binding on its successors and assigns and will survive the
     termination of this Agreement.

     SECTION 44. NO PETITION; LIMITED RECOURSE AGAINST LESSEE

     Prior to the date that is one year and one day after the date on which this
Agreement has terminated in accordance with its terms, and all obligations of
the Lessee under or in respect to any Secured Lessee Loans have been paid in
full, neither Lessor nor any Sprint Additional Parties will institute, or join
any other Person in instituting, or authorize a trustee or other Person acting
on its behalf or on behalf of others to institute, any bankruptcy,
reorganization, arrangement, insolvency, liquidation, receivership or similar
proceeding under the laws of the United States of America or any state thereof
against the Lessee. The provisions of this Section 44 will survive any
termination of this Agreement.

     SECTION 45. EXECUTION BY SPRINT SPECTRUM L.P., AND SPRINTCOM, INC.

Sprint Spectrum L.P. and SprintCom, Inc. are executing this Agreement to
confirm, to the extent that a Sprint Additional Party has any obligations or
covenants hereunder, Sprint Spectrum L.P., and SprintCom, Inc., as applicable,
shall cause such Sprint Additional Party to perform its obligations or covenants
hereunder.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       96



          IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed and sealed by their duly authorized representatives, all effective as
of the day and year first written above.

                                        LESSOR:

                                        STC ONE LLC


                                        By /s/ Leslie H. Meredith
                                           -------------------------------------
                                        Name:  Leslie H. Meredith
                                        Title: President


                     MASTER LEASE AND SUBLEASE - STC ONE LLC



                                        SPRINT COLLOCATOR:

                                        SPRINT TELEPHONY PCS, L.P.


                                        By /s/ Leslie H. Meredith
                                           -------------------------------------
                                        Name:  Leslie H. Meredith
                                        Title: Vice President


                     MASTER LEASE AND SUBLEASE - STC ONE LLC



                                        LESSEE:

                                        GLOBAL SIGNAL ACQUISITIONS II LLC


                                        By /s/ Greerson G. McMullen
                                           -------------------------------------
                                        Name:  Greerson G. McMullen
                                        Title: Executive Vice President,
                                        General Counsel, and Secretary


                                        GLOBAL PARENT:

                                        GLOBAL SIGNAL INC.


                                        By /s/ Greerson G. McMullen
                                           -------------------------------------
                                        Name:  Greerson G. McMullen
                                        Title: Executive Vice President,
                                        General Counsel, and Secretary


                     MASTER LEASE AND SUBLEASE - STC ONE LLC

                                                                    EXHIBIT 10.2

                            MASTER LEASE AND SUBLEASE

                                     BY AND

                                      AMONG

                                  STC TWO LLC,

                                SPRINTCOM, INC.,

                        GLOBAL SIGNAL ACQUISITIONS II LLC

                                       AND

                               GLOBAL SIGNAL INC.

                            DATED AS OF MAY 26, 2005



                                TABLE OF CONTENTS

<TABLE>

                                                                                      PAGE
                                                                                      ----

SECTION 1.  Definitions............................................................     1
SECTION 2.  Documents..............................................................    18
SECTION 3.  Master Lease Sites and Pre-Lease Sites.................................    19
SECTION 4.  Ground Leases..........................................................    21
SECTION 5.  Collocation Agreements.................................................    26
SECTION 6.  Sprint Collocation Space...............................................    28
SECTION 7.  Permitted Use..........................................................    31
SECTION 8.  Access.................................................................    32
SECTION 9.  Term...................................................................    32
SECTION 10. Withdrawal.............................................................    34
SECTION 11. Rent and Pre-Lease Rent; Sprint Collocation Charge.....................    34
SECTION 12. Condition of the Sites and Obligations of Lessee.......................    37
SECTION 13. Requirements for Alterations; Title to Alterations; Addition of
               Equipment; Work on the Site.........................................    39
SECTION 14. Damage to the Site, Tower or the Improvements..........................    40
SECTION 15. Tower Subtenants; Interference.........................................    42
SECTION 16. Taxes..................................................................    44
SECTION 17. Utilities..............................................................    47
SECTION 18. Governmental Permits...................................................    48
SECTION 19. No Liens. .............................................................    49
SECTION 20. Condemnation...........................................................    50
SECTION 21. Waiver of Subrogation; Indemnity.......................................    51
SECTION 22. Subordination of Mortgages.............................................    52
SECTION 23. Environmental Covenants................................................    52
SECTION 24. Insurance..............................................................    55
SECTION 25. Sprint Right of Alteration and Substitution............................    57
SECTION 26. Assignment and Subletting..............................................    59
SECTION 27. Estoppel Certificate...................................................    61
SECTION 28. Holding Over...........................................................    61
SECTION 29. Rights of Entry and Inspection.........................................    61
SECTION 30. Right to Act for Lessee................................................    62
SECTION 31. Defaults and Remedies..................................................    63
SECTION 32. Quiet Enjoyment........................................................    71
SECTION 33. No Merger..............................................................    71
SECTION 34. Broker and Commission..................................................    71
SECTION 35. Recording of Memorandum of Agreement or Site Designation Supplement....    71
SECTION 36. Purchase Option........................................................    72
SECTION 37. Net Lease..............................................................    74
SECTION 38. Compliance with Specific FCC Regulations...............................    74
SECTION 39. Tax Indemnities........................................................    76
SECTION 40. Lessee Lender Protections..............................................    86
SECTION 41. Financeable Sites and Severed Leases...................................    89
SECTION 42. Global Parent Guaranty.................................................    92
</TABLE>


                                        i





<TABLE>

SECTION 43. General Provisions.....................................................    93
SECTION 44. No Petition; Limited Recourse Against Lessee...........................    96
SECTION 45. Execution by Sprint Spectrum L.P., and SprintCom, Inc..................    96
</TABLE>



                                       ii



                            MASTER LEASE AND SUBLEASE

     THIS MASTER LEASE AND SUBLEASE (this "AGREEMENT") is made and entered into
this 26th day of May, 2005 (the "EFFECTIVE DATE"), by STC TWO LLC, a Delaware
limited liability company ("LESSOR"), SPRINTCOM, INC., a Delaware corporation
("SPRINT COLLOCATOR"), GLOBAL SIGNAL ACQUISITIONS II LLC, a Delaware limited
liability company ("LESSEE"), and GLOBAL SIGNAL INC., a Delaware corporation
("GLOBAL PARENT"). Lessor, Sprint, Lessee and Global Parent are sometimes
individually referred to in this Agreement as a "PARTY" and collectively as the
"PARTIES".

     WHEREAS certain Affiliates of Sprint operate throughout the United States
and its territories the Sites, which include Towers and related equipment and,
in some cases, buildings, and such Affiliates either own, ground lease or
otherwise have an interest in the tracts of land on which such Towers are
located;

     WHEREAS, Lessee desires to lease or pre-lease the Sites;

     WHEREAS the obligations set forth in this Agreement are interrelated and
required in order for Lessee to lease or pre-lease the Sites;

     In consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree
as follows:

     SECTION 1. DEFINITIONS.

     For purposes of this Agreement, the following capitalized terms have the
following respective meanings:

     "AAA" means the American Arbitration Association or any successor entity.

     "ADDITIONAL MASTER LEASE AND SUBLEASE" collectively and individually, means
Master Lease and Sublease One, Master Lease and Sublease Three, Master Lease and
Sublease Four, Master Lease and Sublease Five and Master Lease and Sublease Six.

     "ADDITIONAL MASTER LEASE LESSEE" means the "Lessee," as defined in a
Cross-Defaulted Master Lease and Sublease.

     "ADDITIONAL MASTER LEASE LESSOR" collectively and individually, means the
"Lessor," under and as defined in each Cross-Defaulted Master Lease and
Sublease.

     "ADDITIONAL MASTER LEASE SPRINT COLLOCATOR" collectively and individually,
means the "Sprint Collocator," under and as defined in each Cross-Defaulted
Master Lease and Sublease.

     "ADDITIONAL MASTER LEASE SPRINT ADDITIONAL PARTY" collectively and
individually, means the "SPRINT ADDITIONAL PARTY(s)," under and as defined in
each Cross-Defaulted Master Lease and Sublease.



     "AFFILIATE" (and, with a correlative meaning, "AFFILIATED") means, with
respect to any Person, any other Person that directly, or indirectly through one
or more intermediaries controls, is controlled by, or is under common control
with, such Person. As used in this definition, "control" means the beneficial
ownership (as such term is defined in Rules 13d-3 and 13d-5 of the Securities
Exchange Act of 1934, as amended) of more than fifty percent (50%) of the voting
interests of the Person.

     "AFTER-TAX BASIS" has the meaning set forth in Section 39(a)(3)(i).

     "AGGREGATE LIGHTING SITES" has the meaning set forth in Section 17.

     "AGREEMENT" means this has the meaning set forth in the preamble and
includes all subsequent modifications and amendments hereof. References to this
Agreement in respect of a particular Master Lease Site will include the Site
Designation Supplement therefor; and references to this Agreement in general and
as applied to all Master Lease Sites will include all Site Designation
Supplements.

     "AGREEMENT TO LEASE AND SUBLEASE" means the Agreement to Contribute, Lease
and Sublease, dated as of February 14, 2005, by and among Global Parent, Sprint
Parent and the other Affiliates of Sprint named therein.

     "ALLOCATED RENT" has the meaning set forth in Section 11(a).

     "ALTERATIONS" means the construction or installation of Improvements on any
Site or any part of any Site after the Effective Date, or the alteration,
replacement, modification or addition to all or any component of a Site after
the Effective Date, whether Severable or Non-Severable.

     "ASSUMED RATE" has the meaning set forth in Section 39(a)(1)(v).

     "AVAILABLE SPACE" means, as to any Site, a Tower location, a portion of the
Land, a portion of the Improvements or any other portion, space or area of such
Site that is available for lease to or collocation by any Tower Subtenant and
all rights appurtenant to such portion, space or area.

     "AWARD" means any amounts paid, recovered or recoverable as damages,
compensation or proceeds by reason of any Taking, including all amounts paid
pursuant to any agreement with any Person which was made in settlement or under
threat of any such Taking, less the reasonable costs and expenses incurred in
collecting such amounts.

     "BUSINESS DAY" means any day other than a Saturday, Sunday or any other day
on which national banks in New York, New York are not open for business.

     "CASUALTY NOTICE" has the meaning set forth in Section 14(a).

     "CLAIMS" means any claims, demands, actions, suits, proceedings,
disbursements, judgments, damages, penalties, fines, losses, liabilities, costs
and expenses, including reasonable attorneys' fees and amounts paid in
settlements.


                                       2



     "CODE" means the Internal Revenue Code of 1986, as amended.

     "COLLATERAL AGREEMENTS" has the meaning set forth in the Agreement to Lease
and Sublease.

     "COLLOCATION AGREEMENT" means an agreement, including master leases,
between a Sprint Group Member (prior to the date hereof) or Lessee (on or after
the date hereof) on the one hand, and a third party not an Affiliate of a Sprint
Group Member (on the date hereof), on the other hand, pursuant to which such
Sprint Group Member or Lessee, as applicable, rents to such third party space at
any Site (including space on a Tower), including all amendments, modifications,
supplements, assignments, guaranties, side letters and other documents related
thereto.

     "COMMUNICATIONS EQUIPMENT" means, as to any Site, transmitting and/or
receiving equipment and other equipment installed at the Sprint Collocation
Space (with respect to Sprint Collocator) or any other portion of the Site (with
respect to a Tower Subtenant), which is used in providing current and future
wireless and wireline communication services, including without limitation,
switches, antennas, microwave dishes, panels, conduits, flexible transmission
lines, cables, radio, amplifiers, filters and other transmission or
communications equipment (including interconnect transmission equipment,
transmitter(s), receiver(s) and accessories) and such other equipment and
associated software as may be necessary in order to provide such wireless and
wireline communication services, including without limitation, voice or data.
Communications Equipment will include any existing, replaced and upgraded
Communications Equipment.

     "COMMUNICATIONS FACILITY" means, as to any Site, (i) the Sprint Collocation
Space, together with all of Sprint's Communications Equipment and Sprint's
Improvements at such Site (with respect to Sprint Collocator) or (ii) any other
portion of the Site leased to or used or occupied by a Tower Subtenant, together
with all of such Tower Subtenant's Communications Equipment and such Tower
Subtenant's Improvements at such Site (with respect to a Tower Subtenant).

     "CONVERSION CLOSING" has the meaning set forth in the Agreement to Lease
and Sublease.

     "CONVERSION CLOSING DATE" has the meaning set forth in the Agreement to
Lease and Sublease.

     "CPI" means the Consumer Price Index for all Urban Consumers, U.S., City
Average (1982-84 = 100) All Items Index, published by the Bureau of Labor
Statistics, United States Department of Labor. If the CPI ceases to be compiled
and published at any time during the Term of this Agreement, but a comparable
successor index is compiled and published by the Bureau of Labor Statistics,
United States Department of Labor, the adjustments to the Sprint Collocation
Charge provided for in Section 11, if any, and any other adjustments provided
for in this Agreement which are based on the CPI Change will be computed
according to such successor index, with appropriate adjustments in the index to
reflect any differences in the method of computation from the CPI. If, at any
time during the Term of this Agreement, neither the CPI nor a comparable
successor index is compiled and published by the Bureau of Labor Statistics, the
index for "all items" compiled and published by any other branch or department
of the federal government will be used as a basis for calculation of the
CPI-related adjustments to


                                       3



the Sprint Collocation Charge provided for in this Agreement, and if no such
index is compiled and published by any branch or department of the federal
government, the statistics reflecting cost of living increases or decreases, as
applicable, as compiled by any institution or organization or individual
generally recognized as an authority by financial and insurance institutions
will be used.

     "CPI CHANGE" means an increase, if any (expressed as a positive percentage)
in the most recently published CPI as of any applicable CPI Change Date from the
CPI published as of the corresponding month for the calendar year immediately
preceding the calendar year of publication of such most recently published CPI.

     "CPI CHANGE DATE" means January 1, 2006 and January 1 of each year
thereafter during the Term of this Agreement.

     "CROSS-DEFAULTED LEASE POOL" shall mean the set of Cross-Defaulted Master
Leases and Subleases hereunder, and each separate set of Cross-Defaulted Master
Leases and Subleases, under and as defined in any Additional Master Lease and
Sublease (or Severance Lease thereunder), as set forth in the Severance Notice.

     "CROSS-DEFAULTED MASTER LEASE AND SUBLEASE" collectively and individually,
means, (i) on the date hereof, all of the Additional Master Leases and
Subleases, or (ii) from and after any exercise by Lessee of its rights under
Section 41(d) hereunder or any exercise by any Additional Master Lease Lessee of
its rights under Section 41(d) under an Additional Master Lease and Sublease,
those Additional Master Leases and Subleases designated as Cross-Defaulted
Master Leases and Subleases (to this Agreement), pursuant to any Severance
Notice hereunder (or under any Additional Master Lease and Sublease), subject to
the provisions of the first sentence of Section 41(d)(ii)(B).

     "CROSS-DEFAULTED SITE" collectively and individually, means any Site
hereunder and any "Site," as defined in a Cross-Defaulted Master Lease and
Sublease.

     "DATE OF TAKING" means the earlier of (a) the date upon which title to any
Site, or any portion of such Site, subject to a Taking is vested in the
condemning authority, or (b) the date upon which possession of such Site or
portion such Site is taken by the condemning authority.

     "DECISION PERIOD" has the meaning set forth in Section 31(h).

     "DEFAULT NOTICE" has the meaning set forth in Section 4(f).

     "EFFECTIVE DATE" has the meaning set forth in the preamble.

     "EMERGENCY" has the meaning set forth in Section 30(b).

     "ENVIRONMENTAL CONDITION" has the meaning set forth in the Agreement to
Lease and Sublease.

     "ENVIRONMENTAL LAW" has the meaning set forth in Section 23(a).


                                       4



     "EQUIPMENT" means all physical assets (other than real property and
interests in real property), located at the applicable Site on or in, or
attached to, the Land, Improvements or Towers leased to or operated by Lessee
pursuant to this Agreement and includes, without limitation, to the extent
existing at a Site on the Effective Date, all of the items listed on the
attached Schedule 1. With respect to any item of or interest in real property
included in the Leased Property of any Site, any fixture (other than Towers)
attached to that real property is "EQUIPMENT" related thereto. "EQUIPMENT" does
not include any intellectual property or intangible rights or any Excluded
Equipment.

     "EXCLUDED ASSETS" has the meaning set forth in the Agreement to Lease and
Sublease.

     "EXCLUDED EQUIPMENT" has the meaning set forth in the Agreement to Lease
and Sublease.

     "EXCLUDED PURCHASE SITES" means (i) any Pre-Lease Site pursuant to which
Lessee, in its reasonable discretion, determines that the transfer of such
Pre-Lease Site pursuant to the Purchase Option would violate the terms of the
applicable Ground Lease, license or other agreement pursuant to which the
applicable Sprint Additional Party has a possessory right in such Pre-Lease
Site, (ii) any Site where the Ground Lease has previously terminated or (iii)
any Site that Lessee has previously purchased from Lessor.

     "EXPIRING GROUND RENT" means the aggregate base Ground Rent payable during
the last term of the expiring Ground Lease for which renewal is being sought.

     "FAA" means the United States Federal Aviation Administration or any
successor Federal Governmental Authority performing a similar function.

     "FCC" means the United States Federal Communications Commission or any
successor Federal Governmental Authority performing a similar function.

     "FEDERAL DEPRECIATION DEDUCTIONS" has the meaning set forth in Section
39(a)(1)(ii).

     "FEDERAL INCOME TAX BENEFITS" means the Federal Depreciation Deductions and
the federal income tax deductions described in Section 39(a)(1)(iii).

     "FINAL NON-FINANCEABLE SITES STATEMENT" means the means the Preliminary
Non-Financeable Sites Statement as finally determined pursuant to Section 41(c).

     "FINANCIAL ADVISORS" has the meaning set forth in Section 34.

     "FINANCEABLE SITE" means a Master Lease Site with respect to which: (i)
Lessee, if it so elects, has obtained title insurance insuring its and its
lenders' interests, subject only to Permitted Encumbrances and such other
matters as are reasonably acceptable to Lessee, with a coverage amount equal to
no less than the Rent paid by Lessee for such Master Lease Site, (ii) a Ground
Lessor Estoppel from any ground lessor and a Non-Disturbance Agreement from any
ground lessor lenders, in each case with such modifications or changes as may be
reasonably acceptable to Lessee (so long as such modifications or changes, if
more burdensome to ground lessor or lender, as applicable, than those set forth
on Exhibit J or Exhibit K to the Agreement to Lease


                                       5



and Sublease, as applicable, will not be required for purposes of establishing
whether a "Ground Lessor Estoppel" has been obtained) has been obtained for the
benefit of Lessee, its lenders and their respective successors and assigns,
(iii) the other Individual Site Closing Conditions have been satisfied, and (iv)
any Collocation Agreement that applies to such Master Lease Site as well as to
other Sites that are not otherwise Financeable Sites (for example, as a result
of a failure to satisfy the Environmental Conditions) may be severed without the
consent of any third party, or has been severed with such consent, in order to
permit at least one separate financing of such Master Lease Site.

     "FINANCIAL STATEMENTS" has the meaning set forth in the Agreement to Lease
and Sublease.

     "GLOBAL PARENT" has the meaning set forth in the preamble.

     "GOVERNMENTAL APPROVAL" means all licenses, permits, franchises,
certifications, waivers, variances, registrations, consents, approvals,
qualifications and other authorizations to, from or with any Governmental
Authority.

     "GOVERNMENTAL AUTHORITY" means any foreign, domestic, federal, territorial,
state or local governmental authority, administrative body, quasi-governmental
authority, instrumentality, court, government or self-regulatory organization,
commission, board, administrative hearing body, arbitration panel, tribunal or
organization or any regulatory, administrative or other agency, or any political
or other subdivision, department or branch of any of the foregoing.

     "GROUND LEASE" means, as to a Leased Site or Other Interest Site, the
ground lease and/or any related easement, license or other agreement or document
pursuant to which Lessor or Sprint holds a leasehold interest, leasehold estate,
easement, license or other interest in such Site, together with any renewals or
extensions of the term thereof (whether by exercise of any right or option
contained therein or by execution of a new ground lease or other instrument
providing for the use of such Site), and including all amendments,
modifications, supplements, assignments, guarantees, side letters and other
documents related thereto.

     "GROUND LESSOR" means, as to a Leased Site or Other Interest Site, the
"lessor", "landlord", "licensor", or similar Person under the related Ground
Lease.

     "GROUND LESSOR ESTOPPEL" means, as to a Ground Lease, an estoppel from the
ground lessor thereunder for the benefit of Lessee, its successor and assigns,
lenders and rating agencies, in substantially the form of Exhibit J attached to
the Agreement to Lease.

     "GROUND RENT" means, as to any Site, all rents, fees and other charges
payable by Lessor to the Ground Lessor under the Ground Lease for such Site.

     "GSI FINANCING SUBSIDIARY" means any Person formed as an Affiliate of
Lessee to be the lessee under a Severed Lease as described in Section 41(e).

     "HAZARDOUS MATERIAL" has the meaning set forth in Section 23(a).


                                       6



     "IMPROVEMENTS" means, as to each Site, (a) one or more equipment pads or
raised platforms capable of accommodating exterior cabinets or equipment
shelters, huts or buildings, electrical service and access for the placement and
servicing of Sprint Collocator's and, if applicable, each Tower Subtenant's
Improvements; (b) buildings, huts, shelters or exterior cabinets; (c) generators
and associated fuel tanks; (d) grounding rings; (e) fencing; (f) signage; (g)
connections for utility service up to the meter; (g) hardware constituting a
tower platform to hold Sprint Collocator's and, if applicable, each Tower
Subtenant's Communications Equipment; (i) access road improvements; (j) common
shelters, if any; (k) all lighting systems and light monitoring devices; and (l)
such other equipment, alterations, replacements, modifications, additions, and
improvements as may be installed on or made to all or any component of a Site
(including the Land and the Tower). Improvements do not include Communications
Equipment.

     "INCLUSION" means the inclusion in the income of any Sprint Group Member of
any amount realized in connection with the transactions effected by this
Agreement or related documents other than the amounts described in Section
39(a)(1)(iv).

     "INDIVIDUAL SITE CLOSING CONDITIONS" has the meaning set forth in the
Agreement to Lease and Sublease.

     "INDIVIDUAL SITE PREPAID RENT" means the portion of the Rent attributable
to each Site, as set forth in Exhibit H hereto.

     "INITIAL MASTER LEASE SITES" has the meaning set forth in the definition of
"Master Lease Site."

     "LAND" means, as to each Site, the tract of land constituting a portion of
such Site, together with all easements and other rights appurtenant thereto.

     "LANDLORD REIMBURSEMENT TAXES" means, with respect to a Leased Site or
Other Interest Site, if the applicable Ground Lease provides that Ground Lessor
may pass-through any Taxes assessed against the Ground Lessor to the applicable
ground lessee, the amount of such Taxes for which the Ground Lessor seeks
reimbursement from the ground lessee or its assigns under the provisions of the
Ground Lease.

     "LAW" means any statute, rule, code, regulation, ordinance, interpretation
or Order of, or issued by, any Governmental Authority.

     "LEASED PROPERTY" means, with respect to each Site, (a) the Land related to
such Site, and (b) the Tower located on such Site (including the Sprint
Collocation Space), in each case together with the related Equipment,
Improvements (excluding Sprint's Improvements and any Tower Subtenant's
Improvements) and the Tower Related Assets with respect to such Site; provided,
however, that no leasehold, subleasehold or other real property interest is
granted pursuant to Section 3(b) in the Leased Property at any Pre-Lease Site
until the Conversion Closing for such Pre-Lease Site (to the extent same would
cause a default under any Ground Lease).

     "LEASED SITE" means the Sites occupied by Lessor or a Sprint Additional
Party, as applicable, pursuant to a lease or sublease.


                                       7



     "LESSEE" has the meaning set forth in the preamble.

     "LESSEE COMPETITOR" means a Person that conducts, as a significant
component of its business, the management, operation or marketing of
communications towers, and does not provide wireless communications services as
a substantial portion of its business.

     "LESSEE INDEMNITEE" means Lessee and its Affiliates, and its and their
respective directors, officers, employees, agents and representatives.

     "LESSEE LENDER" means the holder(s) of any loan secured by all or any
portion of Lessee's interests (or any of them) hereunder or with respect to any
Site, including, without limitation, a collateral assignment of any rights of
Lessee hereunder or under any related agreements or secured by the pledge of
equity interests in Lessee (each, a "SECURED LESSEE LOAN"), together with the
heirs, legal representatives, successors, transferees, nominees and assigns of
such holder(s).

     "LESSEE NEGOTIATED RENEWAL" has the meaning set forth in Section 4(c).

     "LESSEE OBLIGATIONS" has the meaning set forth in Section 42(a).

     "LESSEE PROPERTY TAX CHARGE" means, as to any Site, the annual amount
payable to Lessor by Lessee for Lessee's portion of Property Taxes with respect
to such Site pursuant to this Agreement in an amount equal to $1,975 per annum
(prorated for partial years) subject to an annual increase on each CPI Change
Date equal to three percent (3%).

     "LESSEE PERMITTED LIENS" means, as to any Site, collectively: (a) liens in
respect of Property Taxes or other Taxes that are not yet delinquent as long as
no foreclosure, distraint, sale or similar proceedings have been commenced with
respect thereto; (b) general utility, roadway and other easements or rights of
way which do not or would not reasonably be expected to, individually or in the
aggregate, materially adversely affect the use or operation of the Tower and/or
Site as a telecommunications tower facility; (c) rights of, or by, through or
under Persons leasing, licensing or otherwise occupying space on any Tower or
otherwise utilizing any Tower pursuant to any Collocation Agreement as provided
therein; (d) all Liens and other matters of public record against the underlying
real property interest of any ground lessor under any ground lease; (e) the
terms and provisions of any ground lease as provided therein; (f) any Mortgage
granted by Lessee in connection with a Secured Lessee Loan; (g) any Lien or
right created by Persons other than Lessee or its Affiliates prior to the
Effective Date; and (h) any Lien or right otherwise caused or consented to by
any Sprint Group Member.

     "LESSEE WORK" has the meaning set forth in Section 13(b).

     "LESSOR NEGOTIATED RENEWAL" has the meaning set forth in Section 4(d).

     "LIENS" means, with respect to any asset, any mortgage, guaranty, lien,
pledge, security interest, charge, attachment, restriction or encumbrance of any
kind in respect of such asset.

     "MASTER LEASE AND SUBLEASE ONE" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC One LLC, a Delaware limited
liability company, as


                                       8



lessor, Sprint Telephony PCS, L.P., as Sprint Collocator, Global Signal
Acquisitions II LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE AND SUBLEASE THREE" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Three LLC, a Delaware
limited liability company, as lessor, American PCS Communications, LLC, as
Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global
Signal Inc.

     "MASTER LEASE AND SUBLEASE FOUR" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Four LLC, a Delaware
limited liability company, as lessor, PhillieCo, L.P., as Sprint Collocator,
Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE AND SUBLEASE FIVE" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Five LLC, a Delaware
limited liability company, as lessor, Sprint Spectrum L.P., as Sprint
Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE AND SUBLEASE SIX" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Six Company, a Delaware
statutory trust, as lessor, Sprint Spectrum L.P., as Sprint Collocator, Global
Signal Acquisitions II LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE SITE" means, for purposes of this Agreement, any Site, (a)
which is identified in Exhibit A-1 (the "INITIAL MASTER LEASE SITES"); and (b)
any Site added to this Agreement as a Master Lease Site as provided herein.

     "MORTGAGE" means, as to any Site, any mortgage, deed to secure debt, deed
of trust, trust deed and/or other conveyance of, or encumbrance against, the
right, title and interest of a Party in and to the Land, Tower and Improvements
on such Site as security for any debt, whether now existing or hereafter arising
or created.

     "MORTGAGEE" means, as to any Site, the holder of any Mortgage, together
with the heirs, legal representatives, successors, transferees and assigns of
the holder.

     "NON-COLLOCATION SITES" has the meaning set forth in Section 6(c).

     "NON-CONTRIBUTABLE SITES" has the meaning set forth in the Agreement to
Lease and Sublease.

     "NON-FINANCEABLE SITES" has the meaning set forth in 41(c).

     "NON-FINANCEABLE SITE FINANCING COST" means, with respect to each
Non-Financeable Site included in the Final Non-Financeable Sites Statement, an
amount equal to the product of (x) 12% of the aggregate Individual Site Prepaid
Rent attributable to the Non-Financeable Sites and (y) a fraction, the numerator
of which is the amount of debt (not to exceed $850,000,000) Lessee obtains in
connection with the consummation of the transactions under the Agreement to
Lease and Sublease and the denominator of which is the sum of (1) the Rent and
Pre-Lease Rent,


                                       9



payable on the date hereof hereunder and (2) the aggregate Rent and Pre-Lease
Rent under and as defined in all of the Additional Master Lease and Subleases on
the date hereof.

     "NON-FINANCEABLE SITES SUPPORTING DOCUMENTATION" means all relevant
documentation reasonably requested by Lessor to verify the accuracy of the
Preliminary Non-Financeable Sites Statement.

     "NON-RESTORABLE SITE" means a Site that has suffered a casualty which
damages or destroys all or a Substantial Portion of any Site that constitutes a
non-conforming use under applicable Zoning Laws prior to such casualty and for
which Restoration requires under applicable Zoning Laws either (i) obtaining a
change in the zoning classification of the Site under applicable Zoning Laws or
Zoning Laws would not allow Lessee to rebuild a comparable replacement tower on
the Site substantially similar to the Tower damaged or destroyed by the
casualty, (ii) the filing and prosecution of a lawsuit or other legal proceeding
in a court of law, or (iii) any other permit or approval under applicable Zoning
Laws that cannot be obtained by Lessor, using commercially reasonable efforts,
in a period of time that will enable Restoration to be commenced (and a building
permit issued) within one (1) year after the casualty.

     "NON-SEVERABLE" means, with respect to any Alteration, any Alteration that
is not a Severable Alteration.

     "ONGOING REVENUE SHARING PAYMENT" means a Sprint Additional Party's and/or
Lessor's share of any Shared Ground Rent Increase Payment that is payable to a
Ground Lessor in installments rather than a one-time lump sum payment.

     "OPTION PURCHASE PRICE" means, with respect to each Site, the fixed
purchase price for such Site in the event Lessee exercises its purchase option
with respect to such Site under Section 36 of this Agreement, as specified in
Exhibit H.

     "OPTION SELLERS" has the meaning set forth in Section 36(a).

     "OPTION TRIGGER WINDOW" has the meaning set forth in Section 36(a).

     "OTHER INTEREST SITES" means the Sites, which are occupied by Lessor
pursuant to a license, easement, permit or similar arrangement. If a Site is not
an Owned Site or a Leased Site, such Site shall be deemed an Other Interest
Site.

     "OWNED SITE" not applicable.

     "PARTIES" has the meaning set forth in the preamble.

     "PARTY" has the meaning set forth in the preamble.

     "PERMITTED ACT" means any act expressly permitted under the Transaction
Documents; provided that the use and operation of the Leased Property in
commercial service in the manner that the Lessee or its Affiliates currently
uses and operates similar property in the tower business shall be considered to
be expressly permitted (provided that such use and operation is not in violation
of the Transaction Documents); provided further that, notwithstanding the
foregoing,


                                       10



the following shall not be Permitted Acts: (i) any substitution or replacement
of the Leased Property; (ii) any merger or consolidation of the Lessee or its
Affiliates; (iii) any modification, alteration, addition or improvement to the
Leased Property, in each case, which fails to comply with the provisions of Rev.
Proc. 2001-28, 2001-1 C.B. 1156; (iv) any voluntary or involuntary case or
proceeding seeking relief of debts of the Lessee or its Affiliates, (v) any
assignment of the Lessee's interest in the transactions contemplated by the
Transaction Documents; (vi) the entry into a New Lease under Section 40 of this
Agreement; and (vii) any severance of this Agreement under Section 41.

     "PERMITTED ENCUMBRANCES" has the meaning set forth in the Agreement to
Lease and Sublease.

     "PERMITTED USE" means use of each Site for the purposes of: (a)
constructing, installing, operating, repairing, altering, managing, maintaining
and marketing the Tower and Improvements of each Site and making further
Improvements to such Site as permitted under this Agreement, and (b) the use of
such Site by Sprint Collocator with respect to the Sprint Collocation Space or
any Available Space at such Site subject to the terms of the Collocation
Agreements and this Agreement, as the case may be, and (c) the use by Tower
Subtenants of any portions of the Land, Tower and Improvements of such Site
(including any Available Space) as is reasonably necessary for operation of the
Communications Facilities of such Tower Subtenants subject to the terms of the
Collocation Agreements and this Agreement.

     "PERSON" means any individual, corporation, limited liability company (or
series thereof), partnership, association, trust or any other entity or
organization, including a Governmental Authority.

     "PRE-LEASE RENT" has the meaning set forth in Section 11(b).

     "PRE-LEASE SITE" means, for purposes of this Agreement, each Site which is
not identified as a Master Lease Site on Exhibit A-1 and is therefore subject to
this Agreement as a Pre-Lease Site as of the Effective Date, until such Site is
converted to a Master Lease Site as provided herein.

     "PRELIMINARY NON-FINANCEABLE SITES STATEMENT" has the meaning set forth in
Section 41(c)(i).

     "PRIME RATE" means the rate of interest reported in the "Money Rates"
column or section of The Wall Street Journal (Eastern Edition) as being the
prime rate on corporate loans of larger U.S. Money Center Banks.

     "PROCEEDS" means all insurance moneys recovered or recoverable by Lessor,
Lessee or Sprint Collocator as compensation for casualty damage to any Site
(including the Tower and Improvements of such Site).

     "PROPERTY TAXES" means, as to each Site, any and all of the following
levies, assessed or imposed upon, against or with respect to the Site, any part
of the Site, or the use and occupancy of the Site at any time during the Term as
to such Site (whether imposed directly by a Governmental Authority or indirectly
through any other Persons, and including any penalties,


                                       11



fines, and interest related thereto): (a) real property and personal property ad
valorem taxes and assessments (other than Taxes imposed on Lessee by a
Governmental Authority with respect to Improvements treated as being owned by
Lessee); (b) charges made by any public or quasi public authority for
improvements or betterments related to the Site (other than Taxes imposed on
Lessee by a Governmental Authority with respect to Improvements treated as being
owned by Lessee); (c) sanitary taxes or charges, sewer or water taxes or
charges, and (d) any other tax imposed solely as a result of ownership of the
Leased Property similar to the Taxes described in (a) through (c), in each case
other than Landlord Reimbursement Taxes.

     "PROPORTIONAL RENT" has the meaning set forth in Section 11(f).

     "PURCHASE OPTION CLOSING DATE" means May 25, 2037.

     "PURCHASE SITES" means all Sites then subject to the terms and provisions
of this Agreement that are not Excluded Purchase Sites.

     "QUALIFYING LESSEE TRANSFEREE" means a Person who has outstanding senior
unsecured debt securities or comparable long term obligations rated B- or higher
by Standard & Poor's Ratings Services or B3 or higher by Moody's Investors
Service.

     "QUALIFYING SPRINT TRANSFEREE" means a Person who has outstanding senior
unsecured debt securities or comparable long term obligations rated BBB- or
higher by Standard & Poor's Ratings Services or Baa3 or higher by Moody's
Investors Service.

     "RATABLE GLOBAL PARENT MAXIMUM OBLIGATION" has the meaning set forth in
Section 41(d).

     "REIMBURSABLE COSTS" has the meaning set forth in Section 18(f).

     "REIMBURSABLE MAINTENANCE EXPENSES" has the meaning set forth in Section
30(a).

     "RELEASE" has the meaning set forth in Section 23(a).

     "RENEWAL GROUND RENT" means the aggregate base Ground Rent (including any
periodic escalations thereof) payable during the initial term of any Lessee
Negotiated Renewal or Lessor Negotiated Renewal.

     "RENT" has the meaning set forth in Section 11(b).

     "RENT PAYMENT PERIOD" means, as to each Site, the taxable period set forth
in Exhibit A.

     "RESTORATION" means, as to a Site that has suffered casualty damage or is
the subject of a Taking, such restoration, repairs, replacements, rebuilding,
changes and alterations, including the cost of temporary repairs for the
protection of such Site, or any portion of such Site pending completion of
action, required to restore the applicable Site (including the Tower and
Improvements on such Site but excluding any of Sprint's Communications Equipment
or Improvements the restoration of which shall be the sole cost and obligation
of Sprint Collocator) to a condition which is at least as good as the condition
which existed immediately prior to such


                                       12



damage or Taking (as applicable), and such other changes or alterations as may
be reasonably acceptable to Sprint Collocator and Lessee or required by Law.

     "REVENUE SHARING PAYMENT" means any additional amounts payable to any
Ground Lessor as a Shared Ground Lease Payment under (i) any Ground Lease in
effect as of the Effective Date, (ii) renewals and extensions of any Ground
Lease executed after the Effective Date pursuant to terms contained therein on
the Effective Date or (iii) any renewals or extensions of a Ground Lease
executed after the Effective Date that do not increase any revenue sharing
percentage beyond the amount immediately prior to the effectiveness thereof.

     "RIGHT OF SUBSTITUTION" means the right of Sprint Collocator to remove its
Communications Equipment from the Sprint Collocation Space at a Site and move
same to Available Space on such Site by relocation of its Communications
Facility on such Site to a portion of such Available Space not larger than the
Sprint Tower Envelope, in accordance with and subject to the limitations
contained in Section 25.

     "SECTION 467 LOAN" has the meaning set forth in Section 11(f).

     "SECURED LESSEE LOAN" has the meaning set forth in the definition of
"LESSEE LENDER".

     "SEVERABLE" means, with respect to any Alteration, any Alteration that can
be readily removed from a Site or portion of such Site without damaging it in
any material respect or without diminishing or impairing the value, utility,
useful life or condition that the Site or portion of such Site would have had if
such Alteration had not been made (assuming the Site or portion of such Site
would have been in compliance with this Agreement without such Alteration), and
without causing the Site or portion of such Site to become "limited use
property" within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156.
Notwithstanding the foregoing, an Alteration will not be considered Severable if
such Alteration is necessary to render the Site or portion of such Site complete
for its intended use by Lessee (other than Alterations consisting of ancillary
items of Equipment of a kind customarily furnished by lessees or operators of
property comparable to the Site or portion of such Sites).

     "SEVERANCE NOTICE" has the meaning set forth in Section 41(d).

     "SEVERED LEASE" means a lease and sublease in substantially the form of
this Agreement, with appropriate changes to reflect the fact that this Agreement
has been so severed.

     "SEVERED SITE" means the Sites severed from this Agreement pursuant to
Section 41.

     "SHARED GROUND LEASE PAYMENT" has the meaning set forth in the Agreement to
Lease and Sublease.

     "SHARED GROUND RENT INCREASE PAYMENT" means, as to any Site, an amount
equal to (i) fifty percent (50%) of the Renewal Ground Rent under any Lessee
Negotiated Renewal or any Lessor Negotiated Renewal exceeding one-hundred thirty
percent (130%) of the Expiring Ground Rent for such Site up to and including one
hundred sixty percent (160%) of the Expiring Ground Rent for such Site, plus
(ii) one hundred percent (100%) of the portion of the Renewal Ground Rent under
such Lessee Negotiated Renewal or Lessor Negotiated Renewal exceeding


                                       13



one hundred sixty percent (160%) of the Expiring Ground Rent for such Site. The
foregoing assumes the term of the applicable Ground Lease for which Renewal
Ground Rent and Expiring Ground Rent are calculated are of equivalent length,
and, if not of equivalent length, the period over which the Ground Rent for the
Expiring Ground Lease shall be calculated shall match the length of the term of
the Lessee Negotiated Renewal or Lessor Negotiated Renewal, as applicable.

     "SITE" means all of the Sites identified on Exhibit A hereto, which
includes all Master Lease Sites and Pre-Lease Sites, as applicable, now or
hereafter subject to this Agreement. As used in this Agreement, reference to a
Site (including any reference to a Master Lease Site or a Pre-Lease Site) will
include the Land, the Tower, the Improvements (excluding Severable Alterations)
and Non-Severable Alterations but will not include Sprint's Improvements or
Sprint's Communications Equipment or any Tower Subtenant's Improvements or Tower
Subtenant's Communications Equipment and in each case shall include all of the
Leased Property with respect to such Site.

     "SITE DESIGNATION SUPPLEMENT" means, as to any Master Lease Site, a
supplement to this Agreement, in substantially the form of Exhibit B attached to
this Agreement.

     "SITE EXPIRATION DATE" means, as to any Site, (a) as to an Owned Site, the
Site Expiration Outside Date and (b) as to a Leased Site or Other Interest Site,
the sooner to occur of (i) one day prior to the expiration of the relevant
Ground Lease (as the same may be extended or renewed pursuant to the terms of
this Agreement), or (ii) the Site Expiration Outside Date.

     "SITE EXPIRATION OUTSIDE DATE" means, as to any Site, May 25, 2037.

     "SPRINT" means Sprint Corporation and Affiliates thereof that are parties
to the Agreement to Lease and Sublease.

     "SPRINT ADDITIONAL PARTY" means each Sprint Group Member which, at any
applicable time during the Term of this Agreement, has not yet contributed its
right, title and interest in the Leased Property at a Pre-Lease Site to Lessor
pursuant to the Agreement to Lease and Sublease.

     "SPRINT BUFFER ZONE" has the meaning set forth in Section 6(b).

     "SPRINT COLLOCATION CHARGE" has the meaning set forth in Section 11(b).

     "SPRINT COLLOCATION SPACE" means, as to each Site: (a) the portions of the
Land and Improvements comprising the Site used or occupied exclusively by Sprint
Collocator or its Affiliates, or on which any portion of Sprint's Communications
Facility is located, operated or maintained as of the Effective Date (including,
without limitation, portions of the Land and Improvements on which switches and
other of Sprint's Communications Equipment are located and the air space above
such portion of the Land and Improvements (to the extent such air space is not
occupied by a third party on the Effective Date)), (b) the portion of the Tower
on the Site on or within which any portion of Sprint's Communications Facility
is located, operated or maintained as of the Effective Date (including without
limitation, portions of the Tower on which any antennas, transmission lines,
amplifiers and filters are located), plus (in the event Sprint Collocator
maintains fewer than nine (9) 1' x 6' panel antennas on such Tower as of the


                                       14



Effective Date) an additional portion of the Tower on the Site that will enable
Sprint Collocator to locate, operate and maintain Communications Equipment on
the Tower consisting of an aggregate (or the equivalent weight and wind loading)
of no more than nine (9) 1' x 6' panel antennas and related equipment extending
not more than eight (8) contiguous vertical feet on such Tower, with no more
than nine (9) lines of co-axial cable not to exceed 1-5/8 inch in diameter
(provided any space for such co-axial cable constitutes a non-exclusive
easement, available for use by Lessee and other Tower Subtenants); and (c) any
and all rights pursuant to Sections 6(b) and 25 and all appurtenant rights
reasonably inferable to permit Sprint Collocator's full use and enjoyment of the
Sprint Collocation Space, including without limitation, the rights specifically
described in Section 6, all in accordance with Section 6.

     "SPRINT COLLOCATOR" means Sprint Telephony PCS, L.P. and its permitted
successors and assigns hereunder, to the extent same are permitted to succeed to
Sprint Collocator's rights hereunder.

     "SPRINT GROUP" means, collectively, Sprint Parent and its Affiliates
(including Lessor) whose names are set forth in the signature pages of this
Agreement or the Agreement to Lease and Sublease and any Affiliate of Sprint
Parent which at any time becomes a "sublessor" under this Agreement in
accordance with the provisions of this Agreement. Each member of the Sprint
Group is herein a "SPRINT GROUP MEMBER". Solely for purposes of Section 39, the
term "SPRINT GROUP" will include each Sprint Group Member, the affiliated group
of corporations and each member of such group within the meaning of Code Section
1504 of which any Sprint Group Member is or will become a member if such group
will have filed a consolidated return; if applicable, each member in any entity
classified as a partnership for federal income tax purposes and such entity
itself if and to the extent such entity is treated as the tax owner of any of
the Sites or portions of the Sites or such entity is a direct or indirect
partner in another entity classified as a partnership which is so treated (in
either case, a "SPRINT PARTNERSHIP"); and, if applicable, any entity owned by a
Sprint Group Member or an Sprint Partnership that for federal income tax
purposes is disregarded as an entity separate from its owner.

     "SPRINT INDEMNITEE" means Lessor, each Sprint Additional Party, Sprint
Collocator and their respective Affiliates, directors, officers, employees,
agents and representatives (except Lessee and its Affiliates and any agents of
Lessee or its Affiliates).

     "SPRINT MARKET ASSIGNEE" has the meaning set forth in Section 26(b).

     "SPRINT PARENT" means Sprint Corporation, a Kansas corporation.

     "SPRINT PARTNERSHIP" has the meaning set forth in the definition of "SPRINT
GROUP".

     "SPRINT TOWER ENVELOPE" means, as to each Site, the portion of the Sprint
Collocation Space on the Tower on the Site that will enable Sprint Collocator to
locate, operate and maintain Sprint's Communications Equipment on the Tower
consisting of an aggregate (or the equivalent weight and wind loading) of nine
(9) 1' x 6' panel antennas and related equipment extending not more than eight
(8) contiguous vertical feet on such Tower.

     "SPRINT TRANSFER" has the meaning set forth in Section 26(b).


                                       15



     "SPRINT'S COMMUNICATIONS EQUIPMENT" means any Communications Equipment
owned or leased (other than from Lessee) by Sprint Collocator or its Affiliates.

     "SPRINT'S IMPROVEMENTS" means any Improvements of Sprint Collocator or its
Affiliates located at a Site, solely with respect to Sprint's Communications
Equipment.

     "STANDARD PROCEDURES" has the meaning set forth in Section 13(b)(ii).

     "SUBSTANTIAL PORTION OF ANY SITE" means, as to a Site, so much of the such
Site (including the Land, Tower and Improvements of such Site, or any portion of
such Site) as, when subject to a Taking or damage as a result of a casualty,
leaves the untaken or undamaged portion unsuitable for the continued feasible
and economic operation of such Site for the Permitted Use.

     "SUBSTITUTION" means the relocation by Sprint Collocator on a Site,
pursuant to its Right of Substitution.

     "SUPER FUND" has the meaning set forth in Section 23(a).

     "SUPER LIEN" has the meaning set forth in Section 23(a).

     "TAKING" means, as to any Site, any condemnation or exercise of the power
of eminent domain by any Governmental Authority, or any taking in any other
manner for public use, including a private purchase, in lieu of condemnation, by
a public authority.

     "TAXES" means all forms of taxation, whenever created or imposed, whether
imposed by a local, municipal, state, foreign, Federal or other Governmental
Authority, and whether imposed directly by a Governmental Authority or
indirectly through any other Person, and, without limiting the generality of the
foregoing, will include any income, gross receipts, ad valorem, excise,
value-added, sales, use, transfer, franchise, license, stamp, occupation,
withholding, employment, payroll, personal property, real property or
environmental tax, levy, charge, assessment, fee or premium, together with any
interest, penalty, addition to tax or additional amount imposed by a
Governmental Authority or indirectly through any other Person.

     "TAX ASSUMPTIONS" has the meaning set forth in Section 39(a)(1).

     "TAX CLAIM" has the meaning set forth in Section 39(d).

     "TAX INDEMNITEE" has the meaning set forth in Section 39(a)(3)(i).

     "TAX INDEMNITY NOTICE" has the meaning set forth in Section 39(a)(3)(i).

     "TAX LOSS" has the meaning set forth in Section 39(a)(3)(i).

     "TECHNICAL CLOSING" has the meaning set forth in the Agreement to Lease and
Sublease.

     "TEN YEAR WITHDRAWAL DATE" has the meaning set forth in Section 10(a).

     "TERM" means: (i) as to this Agreement, the term set forth in Section 9(a);
and (ii) as to each Site, the term during which this Agreement is applicable to
such Site.


                                       16



     "TOTAL NON-FINANCEABLE SITE FINANCING COSTS" has the meaning set forth in
Section 41(c)(iii).

     "TOWER RELATED ASSETS" means, with respect to each Tower, (a) to the extent
such rights are assignable to Lessee, all rights to any warranties held by
Lessor with respect to such Tower (or the related Site) prior to the date hereof
(and if such rights cannot be granted to Lessee, such rights shall be enforced
by Sprint Collocator, at Lessee's cost, at the direction of and for the benefit
of Lessee), (b) to the extent such rights are assignable to Lessee, all rights
under any Governmental Approvals held exclusively with respect to the ownership
or operation of such Tower (and of the related Site if such Site is an Owned
Site) prior to the date hereof (and if such rights cannot be granted to Lessee,
such rights shall be enforced by the applicable Sprint Additional Party (or if
such rights must be enforced by an Affiliate of Sprint, the applicable Sprint
Additional Party shall cause such Affiliate to enforce such rights), at Lessee's
cost, at the direction of and for the benefit of Lessee), (c) to the extent such
rights may be granted to Lessee, a sublicense or other right to use any
Governmental Approvals not held exclusively with respect to, but held in part
for the benefit of, the ownership or operation of such Tower (and of the related
Site if such Site is an Owned Site), and (d) copies of, or extracts from, all
current files and records of Lessor or any other Sprint Group Member solely
related to the ownership, occupancy or leasing of such Tower (and of the related
Site if such Site is an Owned Site), or, to the extent not so solely related,
appropriate extracts thereof. "TOWER RELATED ASSETS" does not include any
intellectual property or intangible rights or Excluded Assets.

     "TOWER REMOVAL BONDS" means, collectively, any bonds, letters of credit,
deposits or other security interests relating to the removal of a Tower from a
Site.

     "TOWER SUBTENANT" means, as to any Site, any Person (other than Sprint
Collocator), which: (a) is a "sublessee" under any Collocation Agreement
affecting such Site; or (b) subleases, licenses or otherwise acquires from
Lessee the right to use Available Space on such Site.

     "TOWER SUBTENANT'S COMMUNICATIONS EQUIPMENT" means any Communications
Equipment owned or leased (other than from Lessee) by a Tower Subtenant.

     "TOWER SUBTENANT'S IMPROVEMENTS" means the Improvements of any Tower
Subtenant located at any Site.

     "TOWERS" means the communications towers on the Sites.

     "TRANSACTION DOCUMENTS" means this Agreement, the Agreement to Lease and
Sublease, the Collateral Agreements and all other documents to be executed by
the Parties in connection with the consummation of transactions contemplated by
the Agreement to Lease and Sublease and this Agreement.

     "TRANSFER TAXES" has the meaning set forth in Section 16(d).

     "TRANSITION SERVICES AGREEMENT" has the meaning set forth in Section 12(c).

     "UNAMORTIZED RENT" means, for any applicable Site, an amount equal to the
product of (x) the Rent or Pre-Lease Rent, as applicable for such Site, and (y)
a fraction, the numerator of


                                       17



which is the number of years (to three decimal places) remaining from and after
the applicable measuring date to the Site Expiration Outside Date and the
denominator of which is thirty-two (32).

     "UNPAID AMOUNT" has the meaning set forth in Section 11(d).

     "WITHDRAWAL CAUSE" means, as to any Site, the inability of Sprint
Collocator (after using commercially reasonable efforts) to obtain or maintain
any Governmental Approval necessary for the operation of Sprint's Communications
Facility at such Site; provided, however, that Sprint Collocator may not assert
Withdrawal Cause if Sprint Collocator (i) cannot maintain or obtain or otherwise
forfeits a Governmental Approval as a result of the violation of any Laws by
Sprint Collocator or its Affiliates or any enforcement action or proceeding
brought by any Governmental Authority against Sprint Collocator or its
Affiliates because of any alleged wrongdoing by Sprint Collocator or its
Affiliates or (ii) does not have such Governmental Approval on the Effective
Date and such Governmental Approval was required on the Effective Date.

     "WITHDRAWAL DATE" means the effective date of Sprint Collocator's election
to terminate its leaseback or other use and occupancy of the Sprint Collocation
Space at any Site pursuant to a Withdrawal Notice.

     "WITHDRAWAL NOTICE" has the meaning set forth in Section 10(a).

     "WITHDRAWAL RIGHTS" means the rights of Sprint Collocator to elect to
terminate its leaseback or other use and occupancy of the Sprint Collocation
Space with respect to a Site as described in Section 10(a).

     "ZONING LAWS" means any zoning, land use or similar Laws, including,
without limitation, Laws relating to the use or occupancy of any communications
towers or property, building codes, zoning ordinances and land use regulations.

     "90 DAY LESSEE NOTICE" has the meaning set forth in Section 16(c).

     Any other capitalized terms used in this Agreement will have the respective
meanings given to them elsewhere in this Agreement.



     SECTION 2. DOCUMENTS.

     (a) This Agreement will consist of the following documents, as amended from
time to time as provided herein:

          (i) this Agreement;

          (ii) the following Exhibits, which are incorporated herein by this
     reference:

     Exhibit A          List of Sites
     Exhibit A-1        List of Master Lease Sites
     Exhibit B          Form of Site Designation Supplement



                                       18





     Exhibit C          Intentionally Omitted
     Exhibit D          Form of Officer's Certificate of Sprint
                        Corporation
     Exhibit E          Form of Officer's Certificate of Global Signal
                        Inc.
     Exhibits F and G   Intentionally Omitted
     Exhibit H          Individual Site Rent and Option Purchase Price
                        Amount


          (iii) Schedules to the Exhibits, which are incorporated herein by
     reference and Schedule 1 hereto which is Incorporated by reference; and

          (iv) such additional documents as are incorporated by reference.

     (b) If any of the foregoing are inconsistent, this Agreement will prevail
over the Exhibits, the Schedules and additional incorporated documents.

     SECTION 3. MASTER LEASE SITES AND PRE-LEASE SITES.

     (a) Subject to the terms and conditions of this Agreement, Lessor hereby
lets, leases and demises unto Lessee, and Lessee hereby leases, takes and
accepts from Lessor the Leased Property of all of the Master Lease Sites. Each
Master Lease Site in addition to the Initial Master Lease Sites will be made
subject to this Agreement by means of a Conversion Closing (after which Lessor
and Lessee will execute and deliver at a Technical Closing a Master Lease Site
Designation Supplement between Lessor and Lessee and the amendment of Exhibit A
hereto to reflect such Site as a Master Lease Site instead of a Pre-Lease Site).
Lessor and Lessee acknowledge and agree that this single Agreement is
indivisible (except pursuant to Section 41(d)), intended to cover all of the
Sites and is not a separate lease and sublease or agreement with respect to
individual Sites, and in the event of a bankruptcy of any Party, all Parties
intend that this Agreement be treated as a single indivisible Agreement. All
disclaimers of obligations by Sprint Collocator and its Affiliates under this
Agreement are qualified in all respects by such Parties' representations,
warranties and covenants under the Agreement to Lease and Sublease. In addition,
the Parties acknowledge and agree that this Agreement is intended to be treated
for U.S. federal income tax purposes as (i) a lease between Lessee and Lessor,
with respect to the Sites, and (ii) a lease between Lessee and Sprint
Collocator, with respect to the Sprint Collocation Space; and the Parties
further agree to not take any position on any tax return that is inconsistent
with such treatment.

     (b) As to each Master Lease Site, this Agreement is a grant of a leasehold
interest in each Owned Site; and as to Leased Sites and Other Interest Sites,
this Agreement is a grant of a subleasehold or other interest in each Leased
Site or Other Interest Site, as applicable.

     (c) As to each Pre-Lease Site, Lessor hereby appoints, and Lessee agrees to
act and will act, as the exclusive operator of the Leased Property at each of
the Pre-Lease Sites during the Term as to each Pre-Lease Site. In performing its
duties as operator of the Pre-Lease Sites, Lessee will manage, administer and
operate each of the Pre-Lease Sites, subject to the provisions of this
Agreement, in a manner (i) which is comparable to and in accordance with prudent


                                       19



management and quality standards used in the telecommunications industry by
nation-wide communications tower operators operating portfolios of comparable
size and quality as that being leased and operated under this Agreement and (ii)
consistent with the standards used to manage, administer and operate the Master
Lease Sites. Except as specifically provided herein, no Sprint Additional Party
nor Lessor shall exercise any rights or take any actions with respect to the
operation, maintenance, leasing or licensing with respect to any Pre-Lease
Sites, all such rights being exclusively reserved to Lessee hereunder.

     (d) Lessee hereby accepts the Leased Property at each Site in its "AS IS"
condition, without any representation, warranty or covenant of or from Lessor,
Sprint or their respective Affiliates whatsoever as to its condition or
suitability for any particular use, except as may be expressly set forth in this
Agreement or in the Agreement to Lease and Sublease. Except as set forth in this
Agreement and the Agreement to Lease and Sublease, Lessee hereby acknowledges
that neither Lessor, Sprint nor any agent or Affiliate of Lessor or Sprint has
made any representation or warranty, express or implied, with respect to any of
the Leased Property, or any portion of such Leased Property, or the suitability
or fitness for the conduct of Lessee's business or for any other purpose,
including the Permitted Use, and Lessee further acknowledges that it has had
sufficient opportunity to inspect and approve the condition of the Leased
Property at each of the Sites.

     (e) From and after the Effective Date, Lessee will receive and will be
entitled to all of the revenue generated by the Sites (including, without
limitation, all revenue under the Collocation Agreements) and neither Lessor,
Sprint nor any of their respective Affiliates will be entitled to any of such
revenue, and if any such revenue is paid to any such Person, it will remit same
to Lessee as soon as reasonably possible after any Sprint Group Member becomes
aware of its receipt thereof (including, without limitation, by notice from
Lessee of such receipt), but in no event more than ten (10) Business Days, and
Sprint Collocator shall cause its Affiliates to perform any such obligation
hereunder. Lessor or the applicable Sprint Additional Party (as applicable) will
direct (or cause its Affiliate to direct), in writing, all payors of amounts due
with respect to any Sites to pay such amounts to Lessee. From and after the
Effective Date, and except as expressly provided in this Agreement, Lessee also
will be responsible for the payment of, and will pay, all expenses related to or
associated with the Sites, whether ordinary or extraordinary, and whether
foreseen or unforeseen. The rights granted to Lessee under this Agreement
include, with respect to each Tower, the right of Lessee to use and employ, to
the extent such rights may be legally granted to or used by Lessee, the Tower
Related Assets related to the Sites.

     (f) Lessee may from time to time make, subject to the requirements of
Section 13, such Alterations as Lessee may deem desirable in the proper conduct
of its business, so long as (i) such Alteration will not disrupt or otherwise
adversely affect Sprint Collocator's use of the Site in any material respect and
is made in accordance with the requirements set forth in Section 13 of this
Agreement, (ii) such Alteration will not result in any material respect in (y)
the value of the Site or portion of such Site being less than the value of such
Site immediately prior to such Alteration, or (z) the economic life of the Site
or portion of the Site being less than the economic life of the Site or portion
of the Site immediately prior to such Alteration, and (iii) such Alteration will
not cause the Site or portion of such Site to constitute "limited use property"
within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156.


                                       20



     SECTION 4. GROUND LEASES.

     (a) Lessee hereby acknowledges that, as to the Leased Property of each
Leased Site or Other Interest Site, as applicable, this Agreement is subject and
subordinate to all of the terms and conditions of, the applicable Ground Lease
of such Leased Site or Other Interest Site, as applicable. As to any Leased Site
or Other Interest Site, as applicable, neither Lessor nor any other Sprint Group
Member will be deemed to have assumed any duty or obligation of the Ground
Lessor under the applicable Ground Lease and will not be liable or responsible
in any manner whatsoever for any failure of such Ground Lessor to perform any
such duty or obligation. Lessee agrees that it will promptly pay or cause to be
paid the Ground Rent under each of the Ground Leases for the Leased Sites or
Other Interest Sites, as applicable during the Term of this Agreement when such
payments become due and payable and, if Lessee fails to pay Ground Rent under
any Ground Lease on a timely basis, Lessee will be responsible for any
applicable late charges, fees or interest payable to the Ground Lessor;
provided, however, that should any Ground Lessor refuse the payment of Ground
Rent for an applicable Site from any Person other than Lessor or its Affiliate,
as applicable, then Lessor or its Affiliate, as applicable, after written notice
from Lessee of the need for payment from such Person, will promptly pay such
amount, and Lessee will reimburse Lessor therefor within five (5) days after the
date of Lessor's payment. Except as provided in Section 4(c), Lessee will abide
by, comply in all respects with, and fully and completely perform all terms,
covenants, conditions, and provisions of each Ground Lease (including, without
limitation, terms, covenants, conditions, and provisions relating to
maintenance, insurance and alterations) as if Lessee were the "ground lessee"
under the applicable Ground Lease and, to the extent evidence of such
performance must be provided to the Ground Lessor of the applicable Ground
Lease, Lessee will provide such evidence to Ground Lessor. Unless otherwise
directed by Lessee or upon the suspension of the limited power of attorney
granted to Lessee below, neither Lessor, Sprint, nor any of their respective
Affiliates shall take any actions to interfere with Lessee acting as the "ground
lessee" under any Ground Leases as long as Lessee is performing its obligations
with respect to Ground Leases hereunder. To the extent that any Ground Lease
imposes or requires the performance of the "ground lessee" thereunder of any
duty or obligation that is more stringent than or in conflict with any term,
covenant, condition, or provision of this Agreement, the applicable term,
covenant, condition, or provision of the Ground Lease will control and will
constitute the duties and obligations of Lessee under this Agreement as to the
subject matter of such term, covenant, condition, or provision. Lessee will not
(and with respect to its activities on the Sprint Collocation Space, Sprint
Collocator will not) engage in or permit any conduct that would: (i) constitute
a breach of or default under any Ground Lease; or (ii) result in the Ground
Lessor being entitled to terminate the applicable Ground Lease or to terminate
Lessor's right as ground lessee under such Ground Lease, or to exercise any
other rights or remedies to which the Ground Lessor may be entitled for a
default or breach under the applicable Ground Lease. In no event shall Lessee
have any liability to any Sprint Group Member for any breach of a Ground Lease
caused by an act or omission of Lessor or any Sprint Group Member, before, on,
or after the Effective Date, and Sprint Collocator hereby indemnify and hold the
Lessee Indemnitees harmless from and against and in respect of any and all
Claims (other than Claims, to the extent arising from actions taken by Lessee or
its Affiliates) paid, suffered, incurred or sustained by any Lessee Indemnitee
and in any manner arising out of, by reason of, or in connection therewith.
During the Term as to any Leased Site or Other Interest Site, as applicable, and
subject to Sections 4(c) and 4(f) below, Lessee agrees to exercise prior to the
expiration of the applicable Ground Lease and in


                                       21



accordance with the provisions of the applicable Ground Lease, any and all
renewal options existing as of the Effective Date and any further renewal or
extension options that may be granted by any Ground Lessor after the Effective
Date for any such Leased Site or Other Interest Site, as applicable, under the
Ground Leases of such Leased Sites or Other Interest Sites, as applicable;
provided, however, that Lessee shall not be required to exercise any Ground
Lease renewal option if Sprint Collocator at the Site covered by such Ground
Lease is in default of its obligations under this Agreement as to the Site
beyond applicable notice and cure periods provided herein.

     (b) Lessee will not be entitled to act as agent for, or otherwise on behalf
of, Lessor or its Affiliates or to bind Lessor or its Affiliates in any way
whatsoever in connection with any Ground Lease or otherwise except as provided
in this Section 4. Lessor hereby delegates to Lessee the sole and exclusive
right to perform the obligations of and assert the rights of the "ground lessee"
under all Ground Leases and of the Sprint Additional Parties (or their
respective Affiliates) under all Collocation Agreements with respect to
Pre-Lease Sites, and to exercise all rights thereunder subject only to the other
provisions of this Section 4. In accordance with the provisions of this
Agreement, Lessee will have the right to review, negotiate and execute on behalf
of Lessor amendments and other documentation relating to Ground Leases and to
otherwise act on behalf of Lessor in dealing with the Ground Lessors under the
Ground Leases, and Lessor hereby grants to Lessee a limited power of attorney
and, subject to any limitation on such appointment herein, appoints Lessee as
its agent and attorney to review, negotiate and execute on behalf of Lessor
amendments and other documentation relating to Ground Leases and to otherwise
act on behalf of Lessor in dealing with the Ground Lessors under the Ground
Leases. The foregoing power of attorney and appointment are subject to the
following requirements and limitations: (i) all amendments and other
documentation executed by Lessee, and actions taken by Lessee on behalf of
Lessor must comply in all respects with the requirements and provisions of this
Agreement, (ii) upon request by Lessor, Lessee will provide Lessor with such
summaries, documentation and other information relating to Lessee's negotiations
and other activities pertaining to the Ground Lease and the Ground Lessors as
Lessor may reasonably request, and (iii) the foregoing power of attorney and
appointment granted herein to Lessee may be suspended by written notice from
Lessor to Lessee at any time upon the occurrence of an event of default by
Lessee under this Agreement or if Lessee violates or fails to comply with the
foregoing requirements and limitations and until such violation or failure is
cured. Lessee may use such power of attorney to (i) negotiate and execute any
Ground Lease renewal that is for a term of not more than five (5) years, which
may contain successive five (5) year renewal options and otherwise shall be on
commercially reasonable terms, (ii) execute other modifications, waivers and
amendments to Ground Leases (including non-disturbance agreements related
thereto) that are reasonably required in the normal course of business and
operations of the Sites, (iii) amend, modify, enforce or waive any terms of any
Collocation Agreements or enter into new site supplements or site subleases
applicable to Pre-Lease Sites or (iv) enter into any collocation agreements,
site supplements or site subleases out for signature on the date hereof or
partially executed on the date hereof applicable to Master Lease Sites and
Pre-Lease Sites. Lessor shall, from time to time and upon reasonable request
from Lessee, execute documentation reasonably necessary to confirm Lessee's
rights hereunder to a counterparty under a Collocation Agreement, within ten
(10) Business Days of receipt of a request therefor by Lessee, provided, that
Lessor and each Sprint Additional Party will not be required to obtain any new
board resolutions from any Person that is a corporation or similar resolutions
or approvals from any Person that is a


                                       22



limited liability company, partnership or trust. Lessee will, and does hereby
agree to, indemnify, defend and hold the Sprint Indemnitees harmless from,
against and in respect of any and all Claims paid, suffered, incurred or
sustained by any Sprint Indemnitee and in any manner arising out of, by reason
of, or in connection with all deeds and activities performed by Lessee pursuant
to and under the authority granted by the power of attorney granted in this
Section 4(b) (including, without limitation, a violation failure to comply with
the foregoing requirements and limitations), provided, however, that such
indemnity shall not be for amounts payable under a Ground Lease after the Site
Expiration Outside Date, unless Lessee exercises its rights under Section 36
with respect to a Site or the terms and provisions of such Ground Lease that
extends beyond the Site Expiration Outside Date are not commercially reasonable.
Except as expressly provided in this Agreement, no amendment, renewal, extension
or other change to any Ground Lease desired by Lessee during the Term pursuant
to this Section 4 will be effected without the prior consent of Lessor, such
consent not to be unreasonably withheld, conditioned or delayed. Lessor or the
Sprint Additional Parties, as applicable, shall respond to any written request
that they execute or consent to the execution of a Ground Lease amendment within
ten (10) Business Days of written notice thereof, with a failure to respond
being deemed a consent to the execution of such Ground Lease amendment by
Lessee.

     (c) With respect to any negotiations with a Ground Lessor of the terms of a
renewal or extension of a Ground Lease (other than a renewal or extension
pursuant to an option contained in such Ground Lease which Lessor is obligated
to exercise pursuant to Section 4(a)), Lessee will, at Lessee's sole cost and
expense, use commercially reasonable efforts to negotiate and obtain an
extension or renewal of all Ground Leases of the Leased Sites and Other Interest
Sites on behalf of and for the benefit of Lessor, and Lessor, if requested by
Lessee, will make commercially reasonable efforts to assist Lessee in obtaining
such extension or renewal; provided, however, that such renewal or extension
does not impose any liability or obligation on Lessor, Sprint Collocator or any
of their respective Affiliates during the Term as to the applicable Site for
which Lessee is not responsible (or subsequently agrees to be responsible) under
the terms of this Agreement. If, at the conclusion of any such negotiations by
Lessee (a "LESSEE NEGOTIATED RENEWAL"), Lessee has obtained a proposal from the
applicable Ground Lessor for the renewal or extension of such Ground Lease that
provides for Renewal Ground Rent under such renewal or extension that does not
exceed one hundred sixty percent (160%) of the Expiring Ground Rent, does not
increase any revenue sharing thereunder and does not impose any other conditions
or responsibilities on the Lessee thereunder materially more onerous than in
such Ground Lease prior to the renewal thereof for such Site, Lessee agrees that
Lessee will be required to accept such proposal and use commercially reasonable
efforts to cause such renewal or extension to be entered into (subject to Sprint
Collocator not being in default hereunder at such Site beyond applicable notice
and cure periods provided herein); provided, however, that in such event the
Sprint Collocation Charge payable by Sprint Collocator under this Agreement for
the Sprint Collocation Space at the Site that is subject to such renewal or
extension will increase during the entire period of such renewal or extension
(and any subsequent renewals or extensions thereof exercised prior to the
applicable Withdrawal Date) by the amount of the Shared Ground Rent Increase
Payment. If the proposed Lessee Negotiated Renewal provides for Renewal Ground
Rent that exceeds one hundred sixty percent (160%) of the Expiring Ground Rent
or otherwise increases any revenue sharing thereunder or otherwise imposes any
other conditions materially more onerous than those contained in such Ground
Lease prior to the renewal thereof for such Site, and Lessee does not desire to
accept Renewal


                                       23



Ground Rent, Lessee shall so notify Lessor in writing of the Renewal Ground Rent
provided for in such Lessee Negotiated Renewal, and Lessor shall have right
(exercisable by written notice from Lessor to Lessee within thirty (30) days
after receipt of such notice from Lessee to Lessor) to either (i) require Lessee
to accept such proposal and use commercially reasonable efforts to cause such
Lessee Negotiated Renewal to be entered into (but only at a Renewal Ground Rent
not exceeding the amount of the Renewal Ground Rent contained in the proposed
Lessee Negotiated Renewal of which Lessor was so notified) or (ii) attempt to
negotiate the Renewal Ground Rent for the period of such renewal or extension
directly with the applicable Ground Lessor; provided, however, that in either of
such events, if any renewal or extension is thereafter entered into, the Sprint
Collocation Charge payable by Sprint Collocator under this Agreement for the
Sprint Collocation Space at the Site that is subject to such renewal or
extension will increase during the entire period of such renewal or extension
(and any subsequent renewals or extensions thereof exercised prior to the
applicable Withdrawal Date) by the amount of the Shared Ground Rent Increase
Payment. Lessee at any time may enter into any renewal or extension of a Ground
Lease on any commercially reasonable terms as it may elect. To the extent that
Lessee or any Affiliate of Lessee succeeds to the interest of any Ground Lessor
in and to the Ground Lease located at any Site, upon the expiration of the term
of such Ground Lease (and any renewal options contained therein), the term of
such Ground Lease shall thereafter be automatically renewed for additional five
(5) year terms on the same terms and conditions as the immediately preceding
renewal or extension term of the Ground Lease, provided, however, that the
Ground Rent thereunder shall be increased by an amount equal to the product of
(x) the Ground Rent in the term then expiring and (y) a fraction (but not less
than one), the numerator of which is the aggregate base Ground Rent payable
during the final term of said Ground Lease (prior to renewal in accordance with
this sentence) and the denominator of which is the aggregate base Ground Rent
payable during the term immediately preceding the final term of said Ground
Lease (prior to renewal in accordance with this sentence), assuming such terms
are of equivalent length (or, if not of equivalent length, then the period over
which the base Ground Rent for the expiring Ground Lease shall be calculated
shall match the length of the renewal or extension, as applicable), or if such
Ground Lease had only one term thereto, then the base Ground Rent shall increase
during each year of the renewal or extension at the periodic escalations, if
any, provided for in the immediately previous five (5) years of the term of such
Ground Lease.

     (d) Commencing from and after January 1, 2007, if on the date that is six
(6) months prior to the expiration of any Ground Lease, such Ground Lease has
not been renewed or extended, Lessee will so notify Lessor in writing, and
Lessor, at its option, may attempt to negotiate such renewal or extension and if
Lessee has not previously used commercially reasonable efforts pursuant to
Section 4(c) to obtain such renewal or extension, Lessee will reimburse Lessor
for its reasonable out of pocket expenses relating to such negotiation;
provided, however, that Lessor will not in connection with such renewal or
extension, without the approval of Lessee, agree to any revenue sharing in
excess of existing revenue sharing arrangements. If Lessor completes the
foregoing negotiations for, and executes and delivers, such renewal or extension
(a "LESSOR NEGOTIATED RENEWAL"), the Term as to such Site shall continue in full
force and effect; provided, however, that the Sprint Collocation Charge payable
by Sprint Collocator under this Agreement for the Sprint Collocation Space at
the Site that is subject to the Lessor Negotiated Renewal will increase during
the entire period of such Lessor Negotiated Renewal (and any subsequent renewals
or extensions thereof) by the amount of the Shared Ground Rent


                                       24



Increase Payment. Notwithstanding anything in this Agreement to the contrary,
however, in the event of an increase in the Sprint Collocation Charge as a
result of the payment by Sprint Collocator of any Shared Ground Rent Increase
Payment under this Agreement, no portion of the Sprint Collocation Charge
attributable to any Shared Ground Rent Increase Payment shall be subject to the
annual increase in the Sprint Collocation Charge provided for in Section 11(b)
(except that Sprint Collocator will be obligated to pay as a part of the Sprint
Collocation Charge any periodic increases in the Shared Ground Rent Increase
Payment based on increased rent, fees and other charges provided for in the
applicable Ground Lease during the period of the applicable renewal or
extension). The foregoing sentence shall not limit the annual increase in the
portions of the Sprint Collocation Charge other than the Shared Ground Rent
Increase Payment as provided in Section 11(b). If Lessor or Lessee is not able
to renew or extend any Ground Lease in accordance with Section 4(c) and this
Section 4(d), then the Parties will permit such Ground Lease to expire on the
applicable expiration date, in which event this Agreement will have no further
force and effect as to the Leased Site or Other Interest Site, as applicable, to
which such Ground Lease applies except for such obligations accruing prior to or
as of such expiration date that are then unperformed.

     (e) Notwithstanding anything in this Agreement to the contrary, with
respect to any Lessee Negotiated Renewal or Lessor Negotiated Renewal with
respect to a Site pursuant to which Sprint Collocator is obligated to pay any
Shared Ground Rent Increase Payment in accordance with the provisions of Section
4(c) or 4(d), Sprint Collocator agrees that (i) if such Lessee Negotiated
Renewal or Lessor Negotiated Renewal provides for Renewal Ground Rent that
exceeds one hundred sixty percent (160%) of the Expiring Ground Rent and Sprint
Collocator exercises its Withdrawal Right with respect to such Site so that the
Withdrawal Date for such Site would occur during the term of such Lessee
Negotiated Renewal or Lessor Negotiated Renewal, the Withdrawal Date for such
Site shall be automatically extended to, and shall be, the expiration date of
the then current term of such Lessee Negotiated Renewal or Lessor Negotiated
Renewal, (or if such Ground Lease has been extended prior to such exercise of
the Withdrawal Right, the Withdrawal Date shall be automatically extended until
the expiration of the next applicable Ground Lease term) and (ii) if such Lessee
Negotiated Renewal or Lessor Negotiated Renewal provides for Renewal Ground Rent
exceeding one hundred thirty percent (130%), but equal to or less than one
hundred sixty percent (160%), of the Expiring Ground Rent for such Site, and
Sprint Collocator exercises its Withdrawal Right with respect to such Site so
that the Withdrawal Date for such Site would occur during the term of such
Lessee Negotiated Renewal or Lessor Negotiated Renewal Sprint Collocator shall
continue to pay to Lessee the portion of the Sprint Collocation Charge
attributable to the Shared Ground Rent Increase Payment for such Site (but no
other portion of the Sprint Collocation Charge) in accordance with the
provisions of this Agreement until the earlier of (y) the expiration of the then
current term of such Lessee Negotiated Renewal or Lessor Negotiated Renewal (or
if such Ground Lease has been extended prior to such exercise of the Withdrawal
Right, the Withdrawal Date shall be automatically extended until the expiration
of the next applicable Ground Lease term) or (z) the fifth (5th) anniversary of
the commencement of the then current term of such Lessee Negotiated Renewal or
Lessor Negotiated Renewal (or if such Ground Lease has been extended prior to
such exercise of the Withdrawal Right, the Withdrawal Date shall be
automatically extended until the expiration of the next applicable Ground Lease
term). Notwithstanding the foregoing provisions of this Section 4(e), the
obligations of Sprint Collocator in clause (ii) of the immediately preceding
sentence of this Section 4(e) shall not


                                       25



apply with respect to any Lessor Negotiated Renewal (without in any manner
otherwise affecting the obligations of Sprint Collocator under clause (i) of the
immediately preceding sentence) if Lessee did not use commercially reasonable
efforts pursuant to Section 4(c) to obtain a renewal or extension of the Ground
Lease that was renewed or extended pursuant to such Lessor Negotiated Renewal.
Lessee's commercially reasonable efforts shall mean providing Sprint Collocator
evidence, which may be a certification as to item (x), that it either (x)
engaged in active negotiations with the applicable Ground Lessor or (y) sent
regular correspondence to the applicable Ground Lessor with respect to renewing
such Ground Lease, in either case, at least six (6) months prior to the
expiration of such Ground Lease. Any dispute under this Section 4 shall be
subject to arbitration in accordance with the procedures set forth in Section
31(h). If a Withdrawal Right is exercised with respect to a Site that is the
subject of Lessor Negotiated Renewal or a Lessee Negotiated Renewal, Lessee
shall have no obligation to exercise any further extension options under the
Ground Lease applicable to such Site.

     (f) Upon receipt by Lessor or any other Sprint Group Member of any notice
of default or notice of an act or omission which could with the passing of time
and/or the giving of notice constitute an event of default under a Ground Lease
or non-compliance with a term of a Ground Lease (the "DEFAULT NOTICE"), Lessor
will, within five (5) Business Days after receipt of the Default Notice or such
shorter time as is reasonably necessary to avoid a termination of such Ground
Lease, provide Lessee with a copy of the Default Notice. If such default or
non-compliance with a term of a Ground Lease is caused by Lessee or any Tower
Subtenant, Lessee will, and will cause the applicable Tower Subtenant to, cure
or otherwise remedy such default or noncompliance. If such default or
non-compliance is caused by Sprint Collocator, or any other Sprint Group Member,
Lessor or Sprint Collocator will cause such default or non-compliance to be
cured or otherwise remedied at its sole cost and expense. Lessor and each Sprint
Additional Party hereby agree that if because of the failure of Lessor, any
Sprint Additional Party or any other Sprint Group Member to perform of any of
its duties, obligations, liabilities or responsibilities under any Ground Lease
that results in a default under and termination of a Ground Lease (unless such
duty, obligation, liability or responsibility is assumed by Lessee hereunder),
Sprint Collocator shall pay to Lessee an amount equal to the Unamortized Rent as
of the date of termination of the Ground Lease for the affected Site; provided,
however, that such payment shall be and constitute liquidated damages (and not
as a penalty) to Lessee hereunder on account of such failure, it being agreed
between the Parties that the actual damages to Lessee in such event are
impractical to ascertain and the amount of the Unamortized Rent is a reasonable
estimate thereof, and Lessee hereby expressly waives and relinquishes any and
all other remedies at law or in equity.

     SECTION 5. COLLOCATION AGREEMENTS.

     (a) Without limiting the generality of Section 4, Lessee expressly
acknowledges that, as to each Site, this Agreement is subject to all Collocation
Agreements currently in effect with respect to such Site as are set forth in the
Agreement to Lease and Sublease. In respect of each Master Lease Site, by
execution of this Agreement as to the Initial Master Lease Sites and thereafter
as of the Conversion Closing Date for each additional Master Lease Site, Lessor
does transfer, assign and convey over unto Lessee, for the Term as to such
Master Lease Site, all of its rights, title and interest in, to or under any
Collocation Agreements affecting such Master Lease Site and shall execute
documentation reasonably necessary to confirm same to a counterparty


                                       26



under a Collocation Agreement, within ten (10) Business Days of receipt of a
request therefor by Lessee, provided, that Lessor and each Sprint Additional
Party will not be required to obtain any new board resolutions from any Person
that is a corporation or similar resolutions or approvals from any Person that
is a limited liability company, partnership or trust. In respect of each
Pre-Lease Site, Lessor and each Sprint Additional Party does hereby (on its
behalf and on behalf of any Affiliate thereof that is a party thereto) delegate
all of its respective rights, duties, obligations and responsibilities under the
Collocation Agreements to Lessee for the Term as to such Site for periods
occurring from and after the Effective Date and shall execute documentation
reasonably necessary to confirm same to a counterparty under a Collocation
Agreement, within ten (10) Business Days of receipt of a request therefor by
Lessee, provided, that Lessor and each Sprint Additional Party will not be
required to obtain any new board resolutions from any Person that is a
corporation or similar resolutions or approvals from any Person that is a
limited liability company, partnership or trust. Lessee does hereby assume and
agree to pay and perform all of the duties, obligations, liabilities and
responsibilities of Lessor and all Sprint Additional Parties under the
Collocation Agreements affecting each Site arising from and after the Effective
Date, and Lessee will receive all rents payable under such Collocation Agreement
for periods occurring from and after the Effective Date. Lessor, each Sprint
Additional Party and Lessee acknowledge and agree that in connection with the
transactions described in this Section 5(a), certain of the Collocation
Agreements may be required to be bifurcated as provided in Section 6.11 of the
Agreement to Lease and Sublease and shall be subject to further bifurcation as
provided in Section 41(f).

     (b) Lessee will, and does hereby agree to, indemnify, defend and hold the
Sprint Indemnitees harmless from, against and in respect of any and all Claims,
paid, suffered, incurred or sustained by any Sprint Indemnitee and in any manner
arising out of, by reason of, or in connection with any failure of the duties,
obligations, liabilities and responsibilities of Lessor or the Sprint Additional
Parties under any of the Collocation Agreements (solely in their role as
"landlord" thereunder and not with respect to the use and operation of the
Sprint Collocation Space or otherwise as the subtenant of a Site) affecting each
Site and arising from and after the Effective Date, to be fully and completely
performed pursuant to the Collocation Agreements; provided, however, that the
foregoing indemnification shall not be deemed to abrogate or impair the
operation or effect of any representations or warranties of the Sprint
Additional Party made with respect to the Collocation Agreements in the
Agreement to Lease and Sublease or be applicable to a matter that constitutes an
Excluded Liability under, and as defined in, the Agreement to Lease and
Sublease.

     (c) Sprint Collocator hereby agrees to indemnify, defend and hold the
Lessee Indemnitees harmless from, against and in respect of any and all Claims,
paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner
arising out of, by reason of, or in connection with any failure of the duties,
obligations, liabilities and responsibilities of Lessor or any Sprint Additional
Party or any other Sprint Group Member under any of the Collocation Agreements
affecting each Site and arising (i) prior to the date hereof, to be fully and
completely performed pursuant to the Collocation Agreements, (ii) during the
Term of this Agreement and is related to an action or failure to act by the
Sprint Additional Parties or any of their respective Affiliates required under
this Agreement, or (iii) following the expiration of the Term as to any Site to
which any such Collocation Agreement applies from and after the date that any
such


                                       27



Collocation Agreement is reassigned or deemed reassigned to Lessor or its
designee as provided in Section 5(d).

     (d) Unless Lessee exercises the purchase option with respect to a Site
under Section 36 of this Agreement, the assignment by Lessor to Lessee of the
Collocation Agreements in respect of each Site will automatically terminate and
expire and such Collocation Agreements will automatically be (or be deemed)
reassigned or assigned, as the case may be, to Lessor or its designee, and
Lessor or its designee will accept such reassignment or assignment, as the case
may be, upon the expiration of the Term of, or earlier termination of, this
Agreement in respect of such Site.

     SECTION 6. SPRINT COLLOCATION SPACE.

     (a) Lessor, Sprint Collocator and Lessee expressly acknowledge that, at all
times during the Term as to each Master Lease Site, the Sprint Collocation Space
of each Master Lease Site will be deemed to be leased, subleased or otherwise
made available by Lessor to Lessee, and subleased back or otherwise made
available to Sprint Collocator, pursuant to this Agreement, and the Sprint
Collocation Space at each Pre-Lease Site will be deemed reserved for or
otherwise be made available to Sprint Collocator pursuant to this Agreement, in
each case for the exclusive possession and use by Sprint Collocator and its
Affiliates and permitted transferees, whether or not such Sprint Collocation
Space is now or hereafter occupied. As a part of the Sprint Collocation Space of
each Site, Lessee also grants to Sprint Collocator as to each Master Lease Site,
and Sprint Collocator reserves and shall at times retain (for the benefit of
Sprint Collocator or any of its Affiliates and except to the extent limited by
any restrictions contained in any applicable Ground Lease, the Permitted
Encumbrances or by Law): (i) a non-exclusive right and easement (over the
surface of the Site), but subject to the terms of this Agreement, the Ground
Leases, the rights of Tower Subtenants, any other agreements affecting the Site
existing prior to the Effective Date (not entered into by Lessee or its
Affiliates) and such commercially reasonable rules and regulations as Lessee may
from time to time propagate (such rules and regulations to be applied uniformly
by Lessee between Sprint Collocator and Tower Subtenants) and applicable Laws,
for ingress to and egress from the entire Site, and access to the entire Tower
and all Improvements to such Site and Tower, at such times (on a 24-hour, seven
(7) day per week basis unless otherwise limited by the Ground Lease), to such
extent, and in such means and manners (on foot or by motor vehicle, including
trucks and other heavy equipment), as Sprint Collocator deems reasonably
necessary in connection with its full use and enjoyment of the Sprint
Collocation Space, including, without limitation, a right to construct, install,
use, operate, maintain, repair and replace its Communications Equipment on the
applicable Sprint Collocation Space; and (ii) the right, exercisable only during
periods during which Sprint Collocator is actively performing work at a Site
(and subject to the terms of the applicable Ground Lease and applicable Laws),
to use any unoccupied portion of the ground space at the applicable Site for
purposes of temporary location and storage (but only during the period of the
performance of such work at such Site) of any of its Communications Equipment
and for performing any repairs or replacements (provided that such use and
occupancy of any unoccupied portion of a Site will not materially adversely
affect the use and occupancy by, or interfere with the operations of, a Tower
Subtenant or Lessee of the Site, and, provided further that Sprint Collocator
will be required to remove any of its stored Communications Equipment on any
unoccupied portion of the Site upon fifteen (15) days prior written notice from
Lessee if


                                       28



such unoccupied portion of the Site is under sublease or other occupancy
arrangement with a Tower Subtenant that is prepared to take occupancy of such
portion of the Site or is otherwise required for use by Lessee for work or
storage at such Site); and (iii) a non-exclusive right and easement for the use,
operation, maintenance, repair and replacement of all utility lines, Equipment
and appurtenances now existing and located on the Site and providing electrical
and any other utility service to Sprint's Communications Facility on the Site,
which right and easement includes the right of Sprint Collocator and its agents,
employees and contractors to enter upon the Site to repair, maintain and replace
such utility facilities.

     (b) Notwithstanding the foregoing provisions of this Section 6, except in
the event of an Emergency, Sprint Collocator shall give Lessee at least ten (10)
days prior written notice of its intention to undertake any activity that
involves having Sprint Collocator or its contractors, subcontractors, engineers,
agents, advisors, consultants, representatives, or other Persons authorized by
Sprint Collocator to (i) climb the Tower at any Site (and in the event of an
Emergency Sprint Collocator will provide such notice of having climbed the Tower
promptly after performed such act), (ii) perform construction or maintenance
activities that might reasonably be expected to temporarily or permanently
affect access or use of a Site or (iii) involves the use of heavy equipment. No
representation is made by Lessee with respect to whether any Sites are
accessible by trucks or other heavy equipment or are currently capable of being
utilized by same, and Lessee shall have no obligation to Sprint Collocator to
build access roads that are accessible by trucks or other heavy equipment or to
prepare the Site to be utilized by same; provided, however, that Lessor will be
required to maintain in such order and repair as would be required under
industry standards such access roads existing as of the Effective Date and
agrees not to take any action (except as required by Law, a Governmental
Authority, the applicable Ground Lease existing prior to the Effective Date, any
Collocation Agreement existing prior to the Effective Date or other agreement
affecting the Site existing prior to the Effective Date (and not entered into by
Lessee or its Affiliates)) that would materially diminish or impair any means of
access to any Site existing as of the Effective Date. The Sprint Collocation
Space at each Site, on the Land constituting a portion of such Site, shall
include an additional unobstructed buffer area three (3) feet in width along and
around the perimeter of all portions of Sprint's Improvements located on such
Land (collectively, the "SPRINT BUFFER ZONE"); provided, however, that Sprint
Collocator acknowledges and agrees that (i) with respect Sprint's Improvements
located on the Land at any Site on the Effective Date, the Sprint Buffer Zone is
hereby established only to the extent it exists on any Site as of the Effective
Date, (ii) with respect to the portions of Sprint's Improvements consisting of
cable runs, the Sprint Buffer Zone need not necessarily include an area three
(3) feet in width around the perimeter thereof so long as Sprint Collocator has
reasonable access to such portions of Sprint's Improvements for the purposes of
maintenance, repair and replacement thereof. If the Sprint Buffer Zone (coupled
with applicable zoning, setback or other Laws or terms in the applicable Ground
Lease or agreements with other Tower Subtenants) effectively limits Lessee's
ability to lease, license or otherwise allow space at a Site to be used by a
prospective Tower Subtenant in a commercially reasonable manner, then the Lessee
may, by written notice to Sprint Collocator, request Sprint Collocator to reduce
the size of the Sprint Buffer Zone to accommodate the reasonable requirements of
such prospective Tower Subtenant. Each such request shall be accompanied by
reasonable information that will enable Sprint Collocator to determine the
nature and location of the requested reduction and the extent of the proposed
encroachment into the Sprint Buffer Zone, and Sprint Collocator agrees to not
unreasonably withhold, condition or delay its consent to any


                                       29



such request. If Sprint Collocator consents to such a reduction in the Sprint
Buffer Zone, then such reduction shall be effective only during the period
during which the permitted encroachment into the Sprint Buffer Zone exists, and
at such time as the Improvements or Equipment at the applicable Site that
encroach upon the Sprint Buffer Zone and are the subject of the permitted
reduction are permanently removed, the Sprint Buffer Zone shall be reinstated to
the extent it existed prior to the time of the permitted reduction. In addition,
if at any time Sprint Collocator has ceased use of any portion of the Sprint
Collocation Space on the Tower that contained Communications Equipment located
outside the Sprint Tower Envelope on the Effective Date, then Lessee may, by
written notice to Sprint Collocator, request Sprint Collocator to permit Lessee
to use such unused portion of the Sprint Collocation Space to accommodate the
reasonable requirements of such prospective Tower Subtenant, and Sprint
Collocator agrees to not unreasonably withhold, condition or delay its consent
to any such request.

     (c) Notwithstanding anything in this Agreement to the contrary, (i) Lessor,
Lessee and Sprint acknowledge and agree that certain Sites as identified on
Exhibit A, are either being leased, subleased or otherwise made available by
Lessor to Lessee or being operated by Lessee pursuant to this Agreement but are
not subject to the sublease to or reservation by Sprint Collocator of any Sprint
Collocation Space (such Sites, along with any Site where Sprint Collocator
exercises its Withdrawal Rights from and after the Withdrawal Date for such
Site, the "NON-COLLOCATION SITES"), and the duties and obligations of Sprint
Collocator in this Agreement regarding Sprint Collocation Space shall not be
applicable to the Non-Collocation Sites and (ii) Lessee shall have no duties to
Lessor or Sprint with respect to such Non-Collocation Sites pursuant to Sections
6 and 25. On the Effective Date, the number of Sites either subleased back or
otherwise made available to Sprint Collocator is 1915.

     (d) Sprint Collocator will, at all times during the Term as to any Site, at
Sprint Collocator's sole cost and expense, keep and maintain Sprint's
Communications Equipment and Sprint's Improvements in a structurally safe and
sound condition and in working order.

     (e) Without limiting any of Lessee's rights or obligations under this
Agreement, Lessee acknowledges and agrees that Lessee will not engage, nor will
it permit any Tower Subtenant to engage, in any conduct or activity that might
reasonably be expected to interfere (excluding electrical interference which
will be governed by Section 15) with Sprint Collocator's peaceful and quiet
enjoyment of the Sprint Collocation Space or the use and operation of Sprint
Collocator of Sprint's Communications Equipment at such Site. Notwithstanding
anything to the contrary herein, in no event shall Lessee be required to enforce
any rights against or resolve any disputes with a Tower Subtenant who at the
time of such enforcement action or dispute is an Affiliate of Sprint.

     (f) Without limiting the rights or obligations of Sprint Collocator under
this Agreement, Sprint Collocator acknowledges and agrees that it will not
engage, nor permit its Affiliates to engage, in any conduct or activity that
might reasonably be expected to interfere (excluding electrical interference
which will be governed by Section 15) with Lessee's or any Tower Subtenant's
peaceful and quiet enjoyment of its space on any Tower or the use and operation
of Communications Equipment by any Tower Subtenant.


                                       30



     (g) Sprint Collocator agrees to indemnify and hold the Lessee Indemnitees
harmless from and against and in respect of any and all Claims, paid, suffered,
incurred or sustained by any Lessee Indemnitee and in any manner arising out of,
by reason of, or in connection with the activities of Sprint Collocator or any
of its Affiliates in connection with any work at any applicable Site performed
at by or at the direction of Sprint Collocator or its Affiliates (but not
including any work at any Site that Lessee is required to perform pursuant to
this Agreement). Sprint Collocator shall restore any property damage to any Site
or appurtenant property or any access roads thereto in connection with any such
work caused by motor vehicles, trucks or heavy equipment of Sprint Collocator,
any of its employees, agents, contractors or designees. If such restoration work
is not performed by Sprint Collocator within fifteen (15) days after written
notice from Lessee (or if not capable of being performed within such fifteen
(15) day period, then within a reasonable period of time provided that Sprint
Collocator is actively and diligently pursuing completion of such restoration
work), Lessee may, but shall not be obligated to perform such work on behalf of
an for the account of Sprint Collocator, and Sprint Collocator shall reimburse
Lessee for the costs of such restoration work within fifteen (15) days after
demand thereof, together with reasonable evidence of the incurrence of such
costs.

     (h) Lessee agrees to and does hereby waive and relinquish any lien of any
kind and any and all rights, including levy, execution and sale for unpaid
rents, that Lessee may have or obtain on or with respect to any of Sprint's
Communications Equipment.

     SECTION 7. PERMITTED USE.

     (a) Lessee will use, and will permit the use of, the Leased Property at
each Site only for the Permitted Use.

     (b) Lessee will not use, or permit to be used, any Site, or any portion of
such Site, by Lessee, any Person or the public in such manner as might
reasonably be expected to impair Lessor's title to, or interest or rights in,
such Site, or any portion of such Site, or in such manner as might reasonably
make possible a Claim or Claims of adverse usage or adverse possession by the
public, as such, or any Person, or of implied dedication of any of the Leased
Property of such Site (provided there is no obligation to monitor or control use
of the Site by Sprint Collocator or its Affiliates). Nothing contained in this
Agreement and no action or inaction by Lessor, Sprint Collocator or any of their
respective Affiliates will be deemed or construed to mean that Lessor or Sprint
Collocator has granted to Lessee any right, power or permission to do any act or
make any agreement that may create, or give rise to or be the foundation for any
such right, title, interest, lien, charge or other encumbrance upon the estate
of Lessor in any Site.

     (c) Sprint Collocator will use the Sprint Collocation Space at each Site
only for installation, use, operation, repair and replacement of Sprint's
Communications Facility. Sprint Collocator will not use the Sprint Collocation
Space at any Site in such manner as might reasonably be expected to impair
Lessee's rights or interest in such Site or in such manner as might reasonably
make possible a Claim or Claims of adverse usage or adverse possession by the
public, as such, or any other Person (other than Sprint Collocator or any of its
Affiliates), or of implied dedication of such Sprint Collocation Space. Except
as specifically permitted hereunder, Sprint Collocator and its Affiliates shall
have no right to use or occupy any space at any Site


                                       31



other than the Sprint Collocation Space that it occupies from time to time in
accordance with the terms of this Agreement.

     SECTION 8. ACCESS.

     Except to the extent limited by any restrictions contained in any
applicable Ground Lease, the Permitted Encumbrances, this Agreement or by Law,
the interest or rights of Lessee in or to each Site under this Agreement
includes, as an appurtenance thereto, a non-exclusive right for access to the
Leased Property of each Site on a 24-hour, seven (7) day per week basis, on foot
or motor vehicle, including trucks and other heavy equipment, for the
installation and maintenance of the Tower and Improvements of such Site and the
Communications Facilities of Tower Subtenants. The Parties acknowledge and agree
that the right to access to any portion of the Leased Property of each Site
granted pursuant to this Section 8 will be granted to Lessee and its authorized
contractors, subcontractors, engineers, agents, advisors, consultants,
representatives, or other persons authorized by Lessee and, under Lessee's
direct supervision, and to Tower Subtenants, subject to any restrictions
contained in the applicable Ground Lease, the Permitted Encumbrances, this
Agreement or by Law.

     SECTION 9. TERM.

     (a) The term of this Agreement, as to each Master Lease Site, will commence
on the Effective Date with respect to the Initial Master Lease Sites and
Conversion Closing Date (as acknowledged and confirmed in the applicable Site
Designation Supplement) with respect to all other Master Lease Sites and will
expire on the Site Expiration Date for such Site. The term of this Agreement, as
to each Pre-Lease Site, will commence on the Effective Date and will expire on
the Site Expiration Date for such Site; provided; however, that the term of this
Agreement as to any Pre-Lease Site shall automatically expire as a result of a
Conversion Closing under the provisions of the Agreement to Lease and Sublease,
in which event the Pre-Lease Site will automatically be converted to and become
a Master Lease Site hereunder as of the Conversion Closing Date for such Site,
and no further instrument will be required to evidence such conversion;
provided, however, that upon the request of any Party, the Parties will promptly
execute such instruments as may be reasonably required to further evidence such
conversion. This Agreement will remain in full force and effect until the
expiration or earlier termination of the term of this Agreement as to all Sites.

     (b) No surrender by Lessee to Lessor of the Leased Property of any Master
Lease Site or any portion of such Site, prior to the expiration of the Term as
to such Master Lease Site will be valid or effective unless agreed to and
accepted in writing by Lessor, and no act by Lessor, other than such a written
acceptance, will constitute an acceptance of any such surrender.

     (c) Upon expiration or earlier termination of the Term as to any Master
Lease Site or as to any Pre-Lease Site prior to any Conversion Closing for such
Pre-Lease Site, Lessee, if requested by Lessor, will, at its cost and expense
and in accordance with instructions of Lessor, within a reasonable period of
time, but in no event less than thirty (30) days or such shorter period of time
as may be required under any applicable Ground Lease, (i) cause the Tower
Subtenants on such Site to stop and cease the operation of their respective
Communications Facilities on such Site (but only to the extent that any such
Tower Subtenant, in Lessee's


                                       32



reasonable judgment, does not occupy such Site pursuant to a commercially
reasonable Collocation Agreement) and (ii) to the extent permitted by the
applicable Ground Lease, remove all of Lessee's Severable Alterations from such
Site and restore each Site substantially to the condition it was in on the
Effective Date, subject to the addition of any permitted Non-Severable
Alterations; provided, however, that upon expiration or earlier termination of
the Term as to any Site upon the expiration or termination of any Ground Lease,
if required by the applicable Ground Lease, Lessee will remove the Tower and any
Improvements (whether or not constituting Severable Alterations) from such Site
and otherwise restore such Site to the condition required under the applicable
Ground Lease. The Tower and any Improvements so removed (to the extent not
constituting Severable Alterations of Lessee) will either be (i) delivered by
Lessee to any Person designated by Lessor for disposition by Lessor or its
designee, who shall pay to Lessee its cost of removal thereof, up to the net
sales proceeds such Person receives from the dispositions thereof, or (ii) sold
or otherwise disposed of by Lessee for not less than their salvage value, and
the net proceeds of such sale or other disposition after deducting Lessee's cost
of removal thereof will be paid to Lessor when and as received by Lessee. Any
Severable Alterations not removed by Lessee within such 30-day period will, at
Lessor's option, be deemed abandoned by Lessee and title to such Severable
Alterations will automatically, without further action, vest in Lessor. Except
as set forth in Section 41, in the event of the expiration of the Term as to any
Site prior to the Site Expiration Outside Date, and without limiting any of
Lessee's other rights or remedies hereunder, Lessee will have no right or claim
to any refund or credit of any portion of the prepaid Rent for such Site. Each
Site shall be delivered by Lessee to Lessor at the end of the Term as to such
Site in the condition required by this Agreement and shall otherwise be
delivered to Lessor in good condition, repair and order, reasonable wear and
tear and casualty and condemnation which Lessee is not required to repair
excepted, but without any implied warranties.

     (d) Upon expiration or earlier termination of the Term as to any Master
Lease Site or any Pre-Lease Site (other than as a result of the conversion of
such Pre-Lease Site to a Master Lease Site hereunder), Lessee, if requested by
Lessor, will deliver or cause to be delivered to Lessor (i) copies of all
written (and effective) Ground Leases, Collocation Agreements and material
Governmental Approvals solely related to such Site or, to the extent not solely
related, appropriate extracts thereof, and (ii) copies of, or extracts from, all
current files and records of Lessee solely related to the ownership, occupancy
or leasing of such Site or, to the extent not so solely related, appropriate
extracts thereof; provided, that Lessee will not be required to deliver to
Lessor any privileged document and Lessee, in its sole discretion, may deliver
such documents in electronic form.

     (e) Unless and until Lessee has exercised its purchase option under Section
36, Lessor will maintain or replace all Tower Removal Bonds as are in existence
as of the Effective Date with respect to the Sites (and provide Lessee copies of
same), unless any such Tower Removal Bond is no longer required with respect to
a Site. Lessee will, and does hereby agree to, indemnify, defend and hold the
Sprint Indemnitees harmless from, against and in respect of any and all Claims
paid, suffered, incurred or sustained by any Sprint Indemnitee and in any manner
arising out of, by reason of or in connection with the failure of Lessee to
comply with the conditions of the Tower Removal Bonds or any claim made by an
obligee on, or any payment made to, such obligee under any Tower Bond.


                                       33



     SECTION 10. WITHDRAWAL.

     (a) Sprint Collocator at each Site will have Withdrawal Rights, which will
be exercisable in respect of any Site only if the applicable Withdrawal Date is
(i) on the tenth (10th) anniversary of the Effective Date (the "TEN YEAR
WITHDRAWAL DATE"), (ii) on the last day of each successive five (5) year period
thereafter or (iii) at any time after the Ten Year Withdrawal Date if there is
an occurrence of a Withdrawal Cause. To exercise any such Withdrawal Rights with
respect to any Site, Sprint Collocator will give Lessee written notice of such
exercise (the "WITHDRAWAL NOTICE"), as applicable (A) not less than one (1) year
prior to the Ten Year Withdrawal Date, (B) one hundred eighty (180) days prior
to any applicable Withdrawal Date pertaining to any five (5) year period
following the Ten Year Withdrawal Date, and (C) ninety (90) days prior to any
Withdrawal Date occurring as a result of the occurrence of Withdrawal Cause. If
Sprint Collocator exercises the Withdrawal Rights as to any Site, Sprint
Collocator will not be required to pay the Sprint Collocation Charge with
respect to such Site for the period occurring after the Withdrawal Date
specified in the applicable Withdrawal Notice. Not later than the Withdrawal
Date of any Site, Sprint Collocator will vacate the Sprint Collocation Space of
such Site and remove, at Sprint Collocator's cost and expense, all of Sprint's
Communications Equipment at such Site (and otherwise leave the vacant Sprint
Collocation Space in good condition, repair and order (reasonable wear and tear
and loss by casualty and condemnation excepted) and shall remove all of Sprint's
Communications Equipment therefrom and restore any damage thereto caused by,
through or under any Sprint Group Member), if such Sprint Collocation Space is
occupied, whereupon Sprint Collocator's right to occupy and use the Sprint
Collocation Space of such Site pursuant to this Agreement will be terminated. At
the request of either Sprint Collocator or Lessee, the appropriate Parties will
enter into documentation, in form and substance reasonably satisfactory to such
Parties, evidencing any withdrawal effected pursuant to this Agreement.

     (b) In addition to, and not in limitation of any right of Sprint Collocator
under Section 10(a), and notwithstanding anything in this Agreement to the
contrary, without limiting or diminishing Sprint Collocator's payment
obligations hereunder in any manner, including its obligation to pay Sprint
Collocation Charge, Sprint Collocator will not have any obligation to occupy, or
to operate a Communications Facility on, the Sprint Collocation Space of any
Site, and Sprint Collocator will have the right, exercisable at any time during
the Term as to any Site, to cease occupying or operating Sprint's Communications
Facility on the Sprint Collocation Space of such Site, and retain its right to
such Sprint Collocation Space and may permit any of its Affiliates to occupy
such Sprint Collocation Space, so long as Sprint Collocator remains the primary
obligor for the Sprint Collocation Charge in respect of such Site and such
Affiliates' use of the Sprint Collocation Space is in accordance with all the
terms and conditions of this Agreement. In no event shall such use and occupancy
by an Affiliate of Sprint diminish Sprint Collocator's rights and obligations
hereunder.

     SECTION 11. RENT AND PRE-LEASE RENT; SPRINT COLLOCATION CHARGE.

     (a) Lessee will prepay Rent in respect of the Leased Property of each of
the Initial Master Lease Sites for the entire Term as to such Master Lease Site
on the Effective Date. Lessee will prepay the Pre-Lease Rent in respect of the
Leased Property of each Pre-Lease Site for the entire Term as to such Pre-Lease
Site on the Effective Date for each Pre-Lease Site. Such


                                       34



Rent and Pre-Lease Rent will be specifically allocated to the periods as set
forth in Exhibit H ("ALLOCATED RENT"); provided, however, that if any Pre-Lease
Site becomes a Master Lease Site as a result of a Conversion Closing, then the
remaining portion of the Pre-Lease Rent attributable to the periods from and
after the Conversion Closing Date will thereafter be credited to and constitute
Rent for such Master Lease Site for the corresponding periods after such
Conversion Closing Date; and provided, further, that such allocation of Rent and
Pre-Lease Rent shall in no event fail to qualify for the uneven rent test
provided for in Treasury Regulations Section 1.467-3(c)(4). For each calendar
month during the Term as to each Site, Sprint Collocator at each Site will pay
the Sprint Collocation Charge with respect to the Sprint Collocation Space for
such Site (or if there is more than one Tower at such Site on which Sprint
Collocator or its Affiliates maintain Sprint Collocation Space, with respect to
the Sprint Collocation Space of each Tower at such Site), in advance on the
first day of each such month, beginning on the Effective Date. Lessee agrees
that, except pursuant to the terms of Sections 4(f) and 41 and any provision
contained in the Agreement to Lease and Sublease that expressly provides for the
same, the Rent and the Pre-Lease Rent are non-refundable and that Lessee will
have no right of abatement, reduction, setoff, counterclaim, rescission, refund,
defense or deduction with respect thereto. Sprint Collocator agrees that it will
have no right of abatement (except as set forth in Section 14), reduction,
setoff, counterclaim, rescission, refund, defense or deduction with respect to
any payment of the Sprint Collocation Charge (including any Shared Ground Rent
Increase Payment) or any amount payable by Sprint Collocator pursuant to Section
11(g).

     (b) The following terms will have the following definitions:

     "PRE-LEASE RENT" means, as to any Pre-Lease Site, the amount prepaid by
Lessee to Lessor with respect to such Pre-Lease Site pursuant to this Agreement
and as specified in Exhibit H, and "RENT" means, as to any Master Lease Site,
the amount prepaid by Lessee to Lessor with respect to such Master Lease Site
pursuant to this Agreement and as specified in Exhibit H (and as credited in
Section 11(a)). Pre-Lease Rent and Rent are intended to constitute "fixed rent"
(as such term is defined in Treasury Regulations Section 1.467-1(h)(3)).

     "SPRINT COLLOCATION CHARGE" means, as to any Sprint Collocation Space at
any Site, the monthly amount payable to Lessee by Sprint Collocator for the
sublease, use and occupancy, as applicable, of the Sprint Collocation Space at
such Site pursuant to this Agreement in an amount equal to $1,400 per month
subject to an annual increase on each CPI Change Date equal to the lesser of (a)
three percent (3%) or (b) the applicable CPI Change plus two percent (2%).

     (c) If the Effective Date is a day other than the first day of a calendar
month, the applicable Sprint Collocation Charge for the period from the
Effective Date through the end of the calendar month during which the Effective
Date occurs will be prorated on a daily basis, and will be included in the
calculation of and payable with the Sprint Collocation Charge for the first full
calendar month of the Term. If the date of the expiration of the Term as to any
Site is a day other than the last day of a calendar month, the applicable Sprint
Collocation Charge for such calendar month will be prorated on a daily basis. On
the Effective Date, the aggregate number of Sites for which the Sprint
Collocation Charge is payable on the Effective Date is 1915.

     (d) If Sprint Collocator does not pay all or any portion of the Sprint
Collocation Charge (the "UNPAID AMOUNT") or any Ongoing Revenue Sharing Payment
when due and


                                       35



payable, Sprint Collocator will pay Lessee a late charge equal to the product of
(i) the lesser of (A) the Prime Rate plus one and one-half percent (1.5%) or (B)
twelve percent (12%) per annum and (ii) the Unpaid Amount calculated for each
day from the date on which the outstanding Unpaid Amount was due until the date
of payment of such Unpaid Amount in full.

     (e) Notwithstanding that Rent and Pre-Lease Rent shall be prepaid in
accordance with Section 11(a), the Parties agree that, for Tax purposes only,
the Allocated Rent for each Site shall represent and be the amount of Rent or
Pre-Lease Rent, as applicable, for which Lessee becomes liable on account of the
use of each applicable Site for each calendar year, in whole or in part, of the
Term.

     (f) It is the intention of the Parties that the allocation of Rent or
Pre-Lease Rent to each Rent Payment Period as provided in Exhibit H constitutes
a specific allocation of fixed rent within the meaning of Treasury regulations
Section 1.467-1(c)(2)(ii)(A), with the effect that pursuant to Treasury
regulation Sections 1.467-1(d) and 1.467-2, Lessor and Lessee, on any federal
income tax returns filed by each of them (or on any Tax return on which their
income is included), shall accrue the amounts of rental income and rental
expense, respectively, set forth for each Rent Payment Period in Exhibit H under
the caption "Proportional Rent" (the "PROPORTIONAL RENT"). Because Lessee is
prepaying the Rent or Pre-Lease Rent in respect of each Site for the entire Term
pursuant to Section 11(a), there shall be considered to exist a loan from Lessee
to Lessor for purposes of Section 467 of the Code with respect to each Site
equal to the amount set forth in Exhibit H under the caption "Section 467 Loan"
(the "SECTION 467 LOAN"). Lessor shall deduct interest expense and Lessee shall
accrue interest income, in each case, in an amount equal to that set forth in
Exhibit H under the caption "Section 467 Interest" for the applicable Rent
Payment Period. In no event shall any principal or interest on any Section 467
Loan be separately payable as such (including upon any termination of this
Agreement with respect to a Site), it being agreed and understood that these
items represent characterizations for Tax purposes only, and in no event
whatsoever shall Lessee be entitled to a reduction of, or offset against, the
amounts of Rent and Pre-Lease Rent payable pursuant to Section 11(a).

     (g) Sprint Collocator shall pay, as additional collocation rent, to Lessee,
(i) within fifteen (15) Business Days after demand by Lessee (accompanied by
reasonable evidence that such amounts are due and payable to the applicable
Ground Lessors), an amount equal to one half (1/2) of (A) the lump sum amount
necessary to be paid to lessors under any applicable Ground Leases in order to
relieve Lessee of any obligation to pay Revenue Sharing Payments under such
Ground Leases during the entire Term as to the Site covered by any such Ground
Lease, and (B) any Ongoing Revenue Sharing Payment during the Term of this
Agreement; provided, however, that if at the time Lessee notifies Sprint
Collocator of the existence and amount of such any Ongoing Revenue Sharing
Payment, Lessee also notified Sprint Collocator of the duration of such Ongoing
Revenue Sharing Payment and the amount of and the dates on which such Ongoing
Revenue Sharing Payments are due and payable to the Ground Lessor, Lessor will
pay to the Ground Lessor or to Lessee for payment to the Ground Lessor (as
directed by Lessee) the amount of such Ongoing Revenue Sharing Payments so
payable on and before the date when they become due and payable for the duration
of such payment period as designated by Lessee. Upon request by Sprint
Collocator, Lessee will provide Lessor with such supporting documentation as
Sprint Collocator may reasonably require to evidence that any Revenue Sharing
Payments are due and payable to any Ground Lessor.


                                       36



     SECTION 12. CONDITION OF THE SITES AND OBLIGATIONS OF LESSEE.

     (a) Lessee acknowledges that, as between Lessor, Lessee and Sprint
Collocator, in respect of each Site, Lessee has the obligation, right and
responsibility to repair and maintain such Site except as otherwise provided in
this Agreement, including without limitation, an obligation to monitor each
Tower to maintain the structural integrity of the Tower and the ability of the
Tower to hold and support all Communications Equipment then mounted on the
Tower, in accordance with all applicable Laws and standard industry practices.
Unless any Lessee Indemnitee has received payment for a claim for
indemnification under Article 9 of the Agreement to Lease and Sublease related
to such condition, Lessee shall have no obligation to perform any repair of a
Site with respect to a condition existing prior to the date hereof. Subject to
the other provisions contained in this Agreement, Lessee, at its sole cost and
expense, will monitor, maintain and repair each Site such that Sprint Collocator
and Tower Subtenants may utilize such Site to the extent permitted in this
Agreement, including, without limitation, the markings on each Tower and the
structural integrity of each Tower. Installation, maintenance and repair of each
Site will comply in all material respects with all Laws and will be performed in
a manner consistent with standard industry practices and so as to minimize any
material disruption in Sprint Collocator's business conducted, and use and
operation of Sprint's Communications Equipment located, at such Site. Lessee
assumes all responsibilities, as to each Site, for any fines, levies, and/or
other penalties imposed as a result of non-compliance with such requirements of
the applicable Governmental Authorities commencing from and after the Effective
Date with such requirements of the applicable Governmental Authorities except
for non-compliance caused by Sprint Collocator or its Affiliates that is not
caused as a result of Lessee's failure to perform its obligations under this
Agreement. Sprint Collocator assumes all responsibilities, as to each Site, for
any fines, levies, and/or other penalties imposed as a result of Sprint
Collocator's or its Affiliates past, current or future non-compliance with such
requirements of the applicable Governmental Authorities. Subject to the terms of
any applicable Collocation Agreement in existence as of the Effective Date,
Lessee will use reasonable efforts to cause and (if a default would result under
any applicable Ground Lease for a failure to cause) shall cause Tower Subtenants
to maintain and repair all of its Communications Equipment on each Site in
accordance with the requirements of this Agreement; provided, however that
nothing herein will require Lessee to maintain any of Sprint's Communications
Equipment or any Communications Equipment of Tower Subtenants to the extent that
such Tower Subtenants are required to perform such maintenance. Without limiting
the foregoing, Lessee at its own cost and expense, will make (or cause to be
made) all Alterations to the Sites as may be required from time to time to meet
in all material respects the requirements of applicable Laws except for the
maintenance and repair work to be performed by Sprint Collocator in accordance
with clause (c) of this Section 12.

     (b) For each Site, Lessee, at its sole cost and expense, will provide
Lessor, as applicable, all necessary and appropriate information reasonably
requested by Lessor for Lessor to obtain (and Lessor will obtain within a
reasonable amount of time) all of the certificates, permits, and other approvals
which may be required in connection with FCC or FAA regulations. Lessee will
also provide Lessor all appropriate information reasonably requested by Lessor
pertaining to any easements or consents which are required from any third
parties with respect to the operation of such Site (to the extent different from
the easements and consents needed prior to the Effective Date), including with
respect to the lighting system serving such Site, and Lessor


                                       37



will cooperate with Lessee in connection with such actions, as contemplated by
Section 18 (without requirement that Lessee expend any sums to obtain any such
easement or consent). Notwithstanding anything herein to the contrary, Lessee
will have no obligation to provide any information necessary for Lessor or
Sprint Collocator to obtain any certificate, permit or other approval relating
to Sprint's Communications Equipment. If, as to any Site, any material
certificate, permit, license, easement, or approval relating to the operation of
such Site is canceled, expires, lapses, or is otherwise withdrawn or terminated
(unless the same is the result of the acts or omissions of Lessor, Sprint
Collocator or their respective Affiliates, agents or employees) or, if Lessee
has breached its obligation under this Section 12(b), then Sprint Collocator
will have the right, in addition to its other remedies pursuant to this
Agreement, at law, or in equity, to take appropriate action to remedy any such
noncompliance and demand reimbursement for any expenses incurred in connection
with such actions from Lessee. Notwithstanding anything to the contrary
contained herein, Lessee will have no obligation to obtain or restate (or
otherwise provide information for Lessor or Sprint Collocator to obtain or
restate) any certificates, permits or approvals that (i) relate exclusively to
Sprint's Communications Equipment or (ii) were rescinded due to a violation by
any of the same by Lessor or Sprint Collocator. Sprint Collocator will, at all
times, keep, operate and maintain Sprint's Communications Equipment at each Site
in a safe condition, in good repair and in accordance with applicable Laws.

     (c) The following provisions will apply with respect to the lighting
systems serving the Sites (but only if such lighting systems are required by
applicable Law (including approvals granted by any local zoning board) or
existing written agreements):

     For each Site, Lessee agrees to monitor the lighting system serving such
Site and will notify the appropriate FAA service office of any lighting failure
not existing on the Effective Date or at the time responsibility for such
notification is assumed by Lessee under the Transition Services Agreement of
even date herewith (the "TRANSITION SERVICES AGREEMENT") in accordance with the
requirements of applicable Law. In addition, Lessee agrees, as soon as
practicable, to begin a diligent effort to repair any failed lighting in
accordance with the requirements of applicable Law, and to notify Lessor and
Sprint Collocator upon successful completion of the repair. Notwithstanding
anything to the contrary contained in this Agreement, Lessee agrees to
indemnify, defend and hold each Sprint Indemnitee harmless from and against any
Claims arising out of or by reason of any failed lighting (unless such Claim is
the result of the action or failure to act of Lessor, Sprint Collocator or their
respective Affiliates, agents or employees). In addition to and not in
limitation of Sections 31(e) and (f), if Lessee defaults under this Section
12(c), Lessor or Sprint Collocator, in addition to their other remedies pursuant
to this Agreement, at law, or in equity, may elect to take appropriate action to
repair or replace lights and invoice Lessee. In addition, Lessor may subject to
arbitration of any dispute pursuant to the provisions of Section 31(h),
terminate this Agreement as to such Site (i) if Lessor or Lessee is at any time
fined by the FAA (pursuant to a final and non-appealable order) as a result of
the occurrence of such default or (ii) if Lessor has given Lessee notice of such
default under Section 31(e)(ii) and Lessee does not cure such default within the
applicable cure period set forth in Section 31(e)(ii), within sixty (60) days of
the occurrence of such event. The foregoing right may not be exercised by Lessor
if (a) such fine occurs during a period where Lessor or Sprint Collocator is
still providing light monitoring service to Lessee with respect to a Site and
such fine results in whole or in part from the failure of Lessee to receive
timely information with respect to the failure of a


                                       38



lighting system; (b) such fine occurs during a period where light monitoring
service is being transitioned to Lessee and Lessee takes prompt action to
address any non-compliance of which it is aware; (c) such fine or non-compliance
or underlying failure of the lighting system results from actions or omissions
of Sprint Collocator, its Affiliates or agents or (d) such fine or
non-compliance results from the occurrence a force majeure event.
Notwithstanding Lessor's agreement to provide such light monitoring service,
Lessee will perform, at Lessee's sole cost and expense, all repair and
maintenance associated with the lighting system at each Site. Without in any way
affecting Lessee's obligations relating to lighting; (i) during the Term, Sprint
Collocator will have the right, at its expense, to install and maintain
equipment for the purpose of monitoring (x) the lighting system serving the
Tower or the Improvements of each Site, and/or (y) any device of Lessee's used
to monitor the lighting system serving each Tower (provided that none of the
foregoing interferes with Lessee's monitoring of the lighting system at such
Site or any of Tower Subtenant's use of the Site or does not otherwise result in
any material increased costs to Lessee or any Tower Subtenant); and (ii) Lessee
will have the right, at its expense, to install and maintain equipment for the
purpose of monitoring any device of Sprint Collocator used to monitor the
lighting system servicing any Tower.

     (d) Without limiting Lessee's obligations under this Section 12 and the
other provisions of this Agreement, the Parties acknowledge that Sprint
Collocator (or its Affiliate) is licensed by the FCC to provide
telecommunications services and that the Sites are used to provide those
services. Nothing in this Agreement will be construed to transfer control of any
FCC authorization held by Sprint Collocator (or its Affiliate) to Lessee with
respect to telecommunications services provided by Sprint Collocator or its
Affiliates or to limit the right of Sprint Collocator (or its Affiliate) to take
all necessary actions to comply with its obligations as an FCC licensee or with
any other legal obligations to which it is or may become subject (subject to the
other terms of this Agreement with respect to actions Sprint Collocator or its
Affiliates may take with respect to a Site).

     SECTION 13. REQUIREMENTS FOR ALTERATIONS; TITLE TO ALTERATIONS; ADDITION OF
EQUIPMENT; WORK ON THE SITE.

     (a) All Alterations that are made to a Site (whether required or optional),
including, without limitation, Alterations made to the Sprint Collocation Space
of a Site to the extent required to be performed by Lessee, will comply with the
requirements of Section 3(f) of this Agreement. Title to each Alteration will
without further act or instrument be deemed to constitute a part of the Site and
be subject to this Agreement unless such Alteration is a Severable Alteration.

     (b) Whenever Lessee makes Alterations to any Site; constructs, replaces,
maintains or repairs the Tower and Improvements of any Site; installs,
maintains, replaces or repairs, or causes Tower Subtenants to install, maintain,
replace or repair, any Equipment; or reconstruct or restore the Leased Property
(the "LESSEE WORK"), the following provisions will apply:

          (i) No Lessee Work will be commenced until all certificates, licenses,
     permits, authorizations, consents and approvals necessary for the Lessee
     Work, from all Governmental Authorities having jurisdiction with respect to
     any Site or the Lessee Work as set out in Section 3(f) of this Agreement,
     have been obtained. Lessor will reasonably


                                       39



     cooperate with Lessee, at Lessee's sole cost and expense, as is reasonably
     necessary in connection with Lessee's obtaining all such certificates,
     licenses, permits, etc. required to be issued by any Governmental
     Authorities in connection with Lessee's Work.

          (ii) Lessee will commence and perform the Lessee Work in accordance
     with then-current industry-standard practices and procedures ("STANDARD
     PROCEDURES").

          (iii) Lessee will cause the Lessee Work to be done and completed in a
     good, substantial and workmanlike manner and in compliance in all material
     respects with all Laws. Lessee will be solely responsible for construction
     means, methods, techniques, sequences and procedures, and for coordinating
     all activities related to the Lessee Work, and neither Lessor nor Sprint
     Collocator will have any duty or obligation to inspect the Lessee Work, but
     will have the right to do so, at reasonable times, upon reasonable prior
     notice and in a reasonable manner.

          (iv) Lessee will promptly commence the Lessee Work and, once
     commenced, diligently and continually pursue the Lessee Work and complete
     the Lessee Work within a reasonable time. Lessee will assign such qualified
     personnel to the Lessee Work as may be necessary to cause the Lessee Work
     to be completed in an expeditious fashion.

          (v) All Lessee Work will be performed at Lessee's sole cost and
     expense. Lessee will provide and pay for all labor, materials, goods,
     supplies, equipment, appliances, tools, construction equipment and
     machinery and other facilities and services necessary for the proper
     execution and completion of the Lessee Work. Lessee will promptly pay when
     due all costs and expenses incurred in connection with the Lessee Work.
     Lessee will pay, or cause to be paid, all fees and Taxes required by Law in
     connection with the Lessee Work.

          (vi) Lessee will be responsible for initiating and maintaining all
     necessary safety precautions and programs in connection with the Lessee
     Work, and will take necessary protections in accordance with Standard
     Procedures to prevent damage, injury or loss to, the Lessee Work, all
     persons performing Lessee Work on the Site, all other persons who may be
     involved in or affected by the Lessee Work, and all materials and equipment
     to be incorporated in the Lessee Work, Tower and Improvements of such Site.

          (vii) Lessee will procure and maintain in full force and effect, and
     will cause its contractors and subcontractors to procure and maintain in
     full force and effect, with respect to the Lessee Work: (x) in the case of
     Lessee only but subject to Section 24, full replacement cost "ALL-RISK",
     "BUILDER'S RISK" insurance, insuring the Lessee Work; and (y) the other
     types of insurance required to be maintained pursuant to Section 24 of this
     Agreement. Such additional insurance policies will meet the requirements
     set forth elsewhere in this Agreement with respect to the insurance
     policies otherwise required to be obtained and maintained by Lessee under
     this Agreement.

     SECTION 14. DAMAGE TO THE SITE, TOWER OR THE IMPROVEMENTS.


                                       40



     (a) If there occurs a casualty which damages or destroys all or a
Substantial Portion of any Site, then within thirty (30) days after the date of
the casualty, Lessee shall notify Lessor in writing as to whether the Site is a
Non-Restorable Site (it being understood Lessee may waive any condition in the
definition of Non-Restorable Site, if it believes in good faith that Restoration
may be commenced (and a building permit issued) within one year), which notice
will specify in detail the reasons for such determination by Lessee, and if such
Site is not a Non-Restorable Site the estimated time, in Lessee's reasonable
judgment, for Restoration of the Site (a "CASUALTY NOTICE"). If Lessee fails to
give Casualty Notice to Lessor within such thirty (30) day period, the affected
Site shall be deemed not to be a Non-Restorable Site. If Lessor or the
applicable Sprint Additional Party disagrees with any determination of Lessee in
the Casualty Notice that the Site is a Non-Restorable Site, Lessor or the
applicable Sprint Additional Party (as applicable) may institute arbitration
proceedings to determine any such matter in the manner described in Section
31(h). If such Site is a Non-Restorable Site, then (i) either Lessee or Sprint
Collocator shall have the right to terminate Sprint Collocator's leaseback or
other use and occupancy of the Sprint Collocation Space at such Site, upon
written notice to Sprint Collocator and such leaseback or other use and
occupancy at such Site shall terminate as of the date of such Notice and (ii)
Lessor or the applicable Sprint Additional Party, as applicable, will have the
right to terminate this Agreement as to such Site by written notice to Lessee
within thirty (30) days after receipt of such written notice from Lessee,
whereupon the Term as to such Site will automatically expire as of the date of
such notice of termination and, if such right is exercised, Sprint Collocator's
leaseback or other use and occupancy of the Sprint Collocation Space shall be
terminated by written notice to Lessee within thirty (30) days after receipt of
such written notice from Lessee, whereupon Sprint Collocator's rights and
obligations as to the leaseback or other use and occupancy of Sprint Collocation
Space at such Site will automatically expire as of the date of such notice of
termination. In all instances Lessee shall have the sole right to retain all
insurance Proceeds related to a Non-Restorable Site and any other Site.

     (b) If there occurs, as to any Site, a casualty which damages or destroys
(i) all or a Substantial Portion of such Site and the Site is not a
Non-Restorable Site, or (ii) less than a Substantial Portion of any Site,
Lessee, at its sole cost and expense, will promptly and diligently commence with
the adjustment of Lessee's insurance Claims with respect to such event within a
period of thirty (30) days after the date of the damage and, thereafter,
promptly commence, and diligently prosecute to completion, the Restoration of
the same. The Restoration will be carried on and completed in accordance with
the provisions and conditions of this Section 14.

     (c) If Lessee is required to restore any Site in accordance with Section
14(b), all Proceeds of Lessee's insurance will be held by Lessee or the Lessee
Lender and applied to the payment of the costs of the Restoration and will be
paid out from time to time as the Restoration progresses. Any portion of the
Proceeds of Lessee's insurance applicable to a particular Site remaining after
final payment has been made for work performed on such Site will be retained by
and be the property of Lessee. If the cost of Restoration exceeds the Proceeds
of Lessee's insurance, Lessee will pay the excess cost.

     (d) Without limiting Lessee's obligations under this Agreement in respect
of a Site subject to a casualty, if Lessee is required to cause the Restoration
of a Site that has suffered a casualty, Lessee will make available to Sprint
Collocator a portion of the Leased Property of such Site for the purpose of
Sprint Collocator's locating, at its sole cost and expense, a temporary


                                       41



communications facility, and will give Sprint Collocator priority over Tower
Subtenants at such Site as to the use of such portion; provided, however, that
(i) the placement of such temporary communications facility will not interfere
in any material respect with Lessee's Restoration or the continued operations of
any Tower Subtenant; (ii) Sprint Collocator will obtain any permits and
approvals, at Sprint Collocator's cost, required for the location of such
temporary communications facility on such Site; and (iii) there must be
Available Space on the Site for locating such temporary communications facility.

     (e) If Lessee fails at any time to diligently pursue the substantial
completion of the Restoration of the Site required under this Agreement (subject
to delay for force majeure events other than inability to obtain Governmental
Approvals), Sprint Collocator may, in addition to any other available remedy,
terminate this Agreement as to Sprint Collocator's leaseback or other use and
occupancy of the Sprint Collocation Space at the applicable Site upon giving
Lessee written notice of its election to terminate at any time prior to
completion of the Restoration.

     (f) From and after any casualty as to any Site described in this Section 14
and during the period of Restoration at a Site, the Sprint Collocation Charge
with respect to such Site will abate until completion of the Restoration.

     (g) The Parties acknowledge and agree that this Section 14 is in lieu of
and supersedes any statutory requirements under the laws of any State applicable
to the matters set forth in this Section 14.

     SECTION 15. TOWER SUBTENANTS; INTERFERENCE.

     (a) Lessee acknowledges and agrees that Lessee will not permit the addition
of any Tower Subtenants at any Site if such addition would materially and
adversely affect the operation of Sprint's Communications Equipment installed
prior to such Tower Subtenant's addition and Sprint Collocator's operation, use
or enjoyment of any Sprint Collocation Space on such Site, taking into account
customary and commercially reasonable practices for multi-tenant wireless
communication sites and towers.

     (b) Lessee will not and will not permit any Tower Subtenant at any Site to
(i) install or change, alter or improve the frequency, power, or type of the
Communications Equipment that materially and adversely interferes with the
operation of Sprint's Communications Equipment in existence on such Site as of
the date of such installation, change, alteration or improvement or is not
authorized by, or violates, any applicable Laws or is not made or installed in
accordance with good engineering practices (and Lessee will require any Tower
Subtenant who subleases, licenses, or uses any portion of a Site to covenant to
comply with the foregoing); or (ii) implement a configuration which materially
and adversely interferes with the operation of Sprint's Communications Equipment
on such Site in existence as of the date of such implementation.

     (c) If any Tower Subtenant installs or operates any Communications
Equipment which is in violation of, any Laws, Lessee will cause such Tower
Subtenant to shut down such Communications Equipment as promptly as practicable
(but in any event within fifteen (15) days


                                       42



after having actual knowledge thereof), failing which Lessee will shut down such
Communications Equipment.

     (d) If any interference at any Site (at levels above commercially
acceptable levels of interference at multi-tenant wireless communication sites)
occurs as a result of actions of Lessee or Tower Subtenants described in Section
15(b) above as to any Site, Lessee will be responsible for coordinating and
resolving any such interference problems caused by Lessee or Tower Subtenants at
such Site, including, without limitation, using its commercially reasonable
efforts to correct and eliminate the interference within two (2) Business Days
of receipt of notification from Sprint Collocator and perform an interference
study in accordance with then-current industry-standard procedures. If the
interference cannot be corrected or eliminated within such two (2) Business Days
period, Lessee will cause, at Lessee's option, any of Lessee's or Tower
Subtenants' Communications Equipment or Communications Facility that interferes
with the operation of Sprint's Communications Facility's authorized frequency
spectrum or signal strength, to be immediately powered down or turned off, with
the right to turn such interfering Communications Equipment or facility back up
or on only during off-peak hours in order to determine whether such interference
continues or has been eliminated; provided, that if any interference continues
at the time the power output of the interfering Communications Equipment is
powered down, the Communications Equipment that interferes with the operation of
Sprint's Communication Facility or the Sprint Collocation Space will be turned
off. If Lessee or any Tower Subtenant cannot reasonably correct or eliminate
such interference within thirty (30) days of receipt of written notice from
Sprint Collocator, Lessee will or will cause such Tower Subtenant to cease the
operations of the applicable Communications Equipment and to stop providing
services from the applicable Communications Facility or the Leased Property at
the applicable Site in its entirety until the interference problems are
resolved.

     (e) Notwithstanding the foregoing provisions of this Section 15, (i) the
obligations of Lessee hereunder as to any Site are subject to the rights of any
Tower Subtenant under any Collocation Agreement in existence as of the Effective
Date at such Site, and to the extent that the provisions of any such Collocation
Agreement prohibits Lessee from performing the obligations of Lessee hereunder,
Lessee will be required to perform such obligations only to the extent permitted
under such Collocation Agreement and shall have no liability with respect
thereto to Sprint Collocator and (ii) Lessee shall have no obligation to enforce
any rights under a Collocation Agreement against an Affiliate of Sprint.

     (f) Sprint Collocator will not, as to any Site, (i) install or change,
alter or improve the frequency, power, or type of Sprint's Communications
Equipment that materially and adversely interferes with the operation of any
Tower Subtenant's Communications Equipment in existence on such Site as of the
date of such installation, change, alteration or improvement or is not
authorized by, or violates, any applicable Laws or is not made or installed in
accordance with good engineering practices or otherwise violates the terms of
any Collocation Agreement existing on the Effective Date; or (ii) implement a
configuration which materially and adversely interferes with the operation of
any Tower Subtenant's Communications Equipment on such Site in existence as of
the date of such implementation.

     (g) If Sprint Collocator installs or operates any Communications Equipment
which is not authorized by, or is in violation of, any Laws, Sprint Collocator
will remove such


                                       43



Communications Equipment as promptly as practicable (but in any event within
fifteen (15) days after having actual knowledge thereof).

     (h) If any interference (at levels above commercially acceptable levels of
interference at multi-tenant wireless communication sites) occurs as a result of
actions of Sprint Collocator described in Section 15(f) above as to Sprint's
Communications Equipment at any Site, Sprint Collocator will be responsible for
coordinating and resolving any such interference problems caused by Sprint
Collocator, including, without limitation, using its commercially reasonable
efforts to correct and eliminate the interference within two (2) Business Days
of receipt of notification from Lessee and perform an interference study in
accordance with then-current industry-standard procedures. If the interference
cannot be corrected or eliminated within such two (2) Business Day period,
Sprint Collocator will cause any of Sprint's Communications Equipment that
interferes with the operation of any Tower Subtenant's Communications Facility's
authorized frequency spectrum or signal strength, to be immediately powered down
or turned off, with the right to turn such interfering Communications Equipment
or facility back up or on only during off-peak hours specified by Lessee in
order to determine whether such interference continues or has been eliminated;
provided, that if any interference continues at the time the power output of the
interfering Communications Equipment is powered down, the Communications
Equipment that interferes with the operation of the applicable Tower Subtenant's
Communication Facility will be turned off. If Sprint Collocator cannot correct
or eliminate such interference within thirty (30) days of receipt of written
notice from Lessee, Sprint Collocator will cease the operations of the
applicable Communications Equipment and to stop providing services from the
Sprint's Communications Facility or the Sprint Collocation Space of the
applicable Site in its entirety until the interference problems are resolved.

     SECTION 16. TAXES.

     (a) Subject to Sections 16(b) and (c) and 39(b), and except as provided
below, Lessee will be responsible for all Taxes upon or with respect to (A) any
of the Leased Property, any portion of such Leased Property, or any interest
therein, (B) the acquisition, purchase, sale, financing, leasing, subleasing,
ownership, maintenance, repair, redelivery, alteration, insuring, control, use,
operation, delivery, possession, repossession, location, storage, refinancing,
refund, transfer of title, registration, reregistration, transfer of
registration, return, or other disposition of any of the Leased Property or any
portion of such Leased Property, or interest in such Leased Property, (C) the
rental payments, receipts, or earnings arising from the Leased Property, any
portion of such Leased Property, or any interest in such Leased Property, or
payable pursuant to this Agreement, or any other payment or right to receive
payment pursuant to any related document, or (D) any Alteration, removal,
substitution, maintenance, or repair of any of the Leased Property. Subject to
Sections 16(b) and (c) and 39(b), and except as provided below, Lessee will be
responsible for all Taxes upon or with respect to each Site applicable to all
periods occurring after the Effective Date and during the Term as to such Site.
Lessee will receive any refunds for Taxes paid by Lessee pursuant to this
Agreement. Notwithstanding the foregoing, Lessee will not be required to pay any
Taxes payable with respect to a Leased Site or Other Interest Site, if the
applicable Ground Lease provides that the Ground Lessor is responsible for such
Taxes without pass-through to the applicable ground lessee and the Ground Lessor
actually pays any such Taxes. If the Ground Lessor does not pay any such Taxes
and


                                       44



either Party becomes aware of it, the Parties will, at Lessee's expense,
cooperate and use commercially reasonable efforts to cause the Ground Lessor to
pay such Taxes.

     (b) In the taxable periods occurring during the Term as to any Site, any
Taxes (determined without regard to the Term) for which Lessee is responsible
under this Section 16 and that are calculated or assessed on the basis of a time
period any portion of which is not included within the Term as to such Site
(e.g., Property Taxes assessed annually) will be prorated proportionately
between the applicable Sprint Group Member and Lessee based on the number of
days in each such period during the time period of assessment that is included
within the Term as to such Site. Lessee's obligations for Taxes under this
Section 16 will be limited to that proportionate amount of such Taxes
attributable to the period during which this Agreement is in effect with respect
to such Site; provided, that any Taxes resulting from special assessments or
appraisals of any Site occurring during the period during which this Agreement
is in effect will be the sole responsibility of Lessee. Any other Taxes that are
not calculated or assessed on the basis of a time period, but for which Lessee
is responsible under Sections 16 or 39(b), will be prorated using a fair and
equitable proration method that considers, among other things, the basis upon
which such Taxes are assessed.

     (c) Notwithstanding anything to the contrary in this Section 16 or in
Section 39, the Parties agree as follows with respect to Property Taxes: (i)
Lessor or the applicable Sprint Group Member will prepare all returns with
respect to Property Taxes in the ordinary course and with the same degree of
diligence that it exercises with respect to similar tax compliance matters; (ii)
Lessor or the applicable Sprint Group Member will pay all Property Taxes on a
timely basis to the appropriate Governmental Authority and Lessee shall have no
responsibility for Property Taxes other than with respect to the Lessee Property
Tax Charge and Landlord Reimbursement Taxes, (iii) for each calendar year, or
portion thereof, that is included in the Term as to each Site, Lessee will pay
to Lessor the Lessee Property Tax Charge on or before July 1 of the respective
calendar year; provided that if the Effective Date is after July 1, the payment
for the first calendar year (or portion thereof) shall be made on the Effective
Date; provided further that if the Term ends prior to July 1, the payment for
the final year shall be made on the last day of the Term; and (iv) by June 15 of
each calendar year, Lessor will provide Lessee with an officer's certificate in
the form of Exhibit D. Lessor, Lessee and the applicable Sprint Group Member
will cooperate with each other, and make available to each other such
information as will reasonably be necessary, in connection with the preparation
of tax returns for Property Taxes and any audit or judicial or administrative
proceeding relating to the same. To the extent a Sprint Group Member, other than
Lessor or Sprint Collocator, has an obligation under this Section 16, Sprint
Collocator shall cause such Sprint Group Member to perform such obligation.
Lessee will be responsible for all Landlord Reimbursement Taxes for which the
applicable Ground Lessor seeks reimbursement under the provisions of the Ground
Lease after the Effective Date and during the Term with respect to each Site;
provided, however, the Parties will prorate such amounts relating to tax periods
that include the Effective Date or the Site Expiration Date in a manner
consistent with the provisions of Section 16(b) and the paying Party will be
entitled to reimbursement from the non-paying Party for the non-paying Party's
portion of the Landlord Reimbursement Taxes paid, and provided further that,
with respect to the twelve month period beginning on the Effective Date, Lessor
will reimburse Lessee for the amount of the aggregate Landlord Reimbursement
Taxes paid by Lessee (prorated for such twelve month period with the actual
amount of Landlord Reimbursement Taxes during 2005 and 2006 straightlined) that


                                       45



exceed the product of $200 multiplied by the number of Sites. To the extent
either Party is entitled to reimbursement from the other Party for the payment
of prorated Landlord Reimbursement Taxes, such reimbursement shall be due within
fifteen (15) days of the presentation of a statement reflecting amounts due and
appropriate other documentation supporting the calculation and payment of such
amounts to the applicable Ground Lessor. In the event of (1) the non-payment of
Taxes when due (unless such Taxes are being contested in good faith and there is
no material risk of forfeiture of any Site as a result of such non-payment of
Taxes) by Lessor or any of its Affiliates, which could result in a material risk
of forfeiture of a Site (in which case, Lessor will promptly notify Lessee when
Lessor becomes aware of such event) or (2) the failure by Lessor to deliver the
certificate required to be delivered under clause (iv) of the first sentence of
Section 16(c) with respect to any Site by July 15 of the calendar year, Lessee
may notify Lessor in writing of the non-payment of Taxes and request that Lessor
or its Affiliates take action within 90 days to pay such Taxes and remove any
Liens ("90 DAY LESSEE NOTICE"). Within 90 days after receipt of the 90 Day
Lessee Notice, Lessor will provide evidence to Lessee to support that Lessor or
its Affiliates have paid such Taxes and started the process of removing any Lien
or have contested such Taxes in good faith with the appropriate Governmental
Authority and are diligently prosecuting such contest, and there is no material
risk of forfeiture of the Site. In the case of a contest, Lessor will provide
periodic updates to Lessee at least every 30 days thereafter until Lessor
provides evidence that such Lien has been removed. In the event that Lessor or
its Affiliates have elected to contest a Tax on a Site in accordance with the
provisions of this Section, Lessor agrees that it or its Affiliates will pay all
Taxes and take all actions necessary to remove any Lien within the time provided
by the appropriate Governmental Authority after a final determination. If, on
the ninety-first day after receipt of the 90 Day Lessee Notice, the Lessor or
its Affiliates have not (x) paid such Taxes and otherwise started the process of
removing any Lien or (y) taken action to contest such Taxes and continuously
prosecuted such contest, and there is no material risk of the forfeiture of the
Site, the Lessee may (but shall be under no obligation to) pay the Tax and cure
any Lien by taking any reasonable action necessary. Lessor will reimburse Lessee
for all costs incurred in paying such Taxes within 15 days of the presentation
to Lessor by Lessee of written documentation evidencing the payment of such
Taxes and the removal of any Lien for which Lessee is requesting reimbursement.
If, at any time after delivery of the 90 Day Lessee Notice, a material risk of
forfeiture of the Site arises, Lessor shall give prompt notice to Lessee and
(whether or not Lessor has provided such notice) Lessee shall have the right to
purchase the individual Site that is the subject of the proceeding for a
purchase price of $100 by giving Lessor written notice of its exercise of such
purchase option (provided that in the case of a 90 Day Lessee Notice described
in clause (1) above, such purchase option shall not be exercisable (j) until 10
days after the earlier of the Lessee delivery of the 90 Day Lessee Notice and
Lessor having actual knowledge of the event giving rise to such 90 Day Lessee
Notice, and (k) unless the material risk of forfeiture is continuing), and such
option shall be exercised pursuant to the provisions of Section 36, mutatis
mutandis, except that the Option Purchase Price shall be $100 and shall apply
only with respect to the individual Site.

     (d) Except as provided in Section 36(e), any excise, sales, use, value
added, registration, stamp, recording, documentary, conveyancing, transfer,
gains and similar Taxes ("TRANSFER TAXES") incurred in connection with the
transactions contemplated by this Agreement or the Collateral Agreements will be
borne by Lessee. Lessee will provide Lessor with a certificate substantially in
the form of Exhibit E. The Parties will cooperate in providing each


                                       46



other with any additional exemption certifications and other similar
documentation as appropriate. The Party that is required by applicable Law to
file the tax returns with respect to any applicable Transfer Taxes will do so at
its own expense, and the other Parties will cooperate with respect thereto as
necessary.

     SECTION 17. UTILITIES.

     Except as set forth to the contrary below in this Section 17, Lessor will
have no obligation to make arrangements for or to pay any charges for connection
or use of utilities and similar services to any Site, including but not limited
to, electricity, telephone, power, and other utilities. As among Sprint
Collocator and all new Tower Subtenants, Lessee will cause utility charges to be
separately metered. Sprint Collocator will pay to the applicable utility service
provider the charges for all separately metered utility services used by Sprint
Collocator at each Site in the operation of Sprint's Communications Facility at
such Site. Notwithstanding the foregoing provisions of this Section 17, if the
applicable utility service provider will not render a separate bill for Sprint
Collocator's usage, Sprint Collocator will reimburse Lessee monthly for Sprint
Collocator's actual metered usage at the rate charged to Lessee by the
applicable utility service provider, or if Lessee is prohibited from installing
a separate meter to measure Sprint Collocator's usage, Sprint Collocator may use
Lessee's utility sources to provide utility service to the Communications
Facility, and Sprint Collocator will reimburse Lessee monthly for Sprint
Collocator's actual usage at the rate charged to Lessee by the applicable
service provider (and Lessee and Sprint Collocator agree to cooperate in
determining a method by which to measure or estimate Sprint Collocator's usage
if the usage is not capable of actual measurement). Notwithstanding anything to
the contrary contained herein, Lessee shall have no obligation to provide,
maintain or pay for utility services related to Sprint's Communication
Equipment. Sprint Collocator shall pay for all utility services utilized by
Sprint Collocator and its Affiliates in its operations at each Site prior to
delinquency. For all Sites where Sprint Collocator leases Sprint Collocation
Space, certain Affiliates of Sprint and Lessee have agreed to an arrangement in
a separate agreement for the segregation and transfer of responsibility for
electrical service serving the lighting system serving each Site from Sprint
Collocator to Lessee. In connection with such arrangement, Sprint Collocator
agrees to pay the utility costs for such electrical power as follows. If not
prohibited by applicable Laws, Sprint Collocator shall allow Lessee to access
Sprint Collocator's (or other Person occupying the Sprint Collocation Space's)
power sources at all Sites with lighting systems in order to install lighting
monitoring equipment and maintain Tower lighting as required under this
Agreement and the Transition Services Agreement. Accessing such power sources
shall be at Lessee's sole cost and expense. The cost of all power provided to
Lessee shall be at no cost or expense to Lessee. During each of the first four
(4) years of the Term of this Agreement, Lessee shall obtain its own power
source for its lighting and lighting monitoring equipment and transition from
using power of Sprint Collocator (or other Persons occupying the Sprint
Collocation Space) for the Sites and the sites leased or preleased under each
Additional Master Lease and Sublease (collectively, with the Sites, the
"AGGREGATE LIGHTING SITES") requiring lighting monitoring equipment
(approximately 1,137 Sites) as of the Effective Date at a rate of twenty-five
percent (25%) of such Aggregate Lighting Sites by the end of each of the first
four (4) years of the Term of this Agreement, all as to be more fully described
in the Transition Services Agreement. Notwithstanding anything to the contrary
contained herein, Lessee is not required to obtain its own power source for
lighting and


                                       47



monitoring equipment if lighting at a Site is not required under applicable Law
(including approvals granted by any local zoning board) or other existing
written agreement.

     SECTION 18. GOVERNMENTAL PERMITS.

     (a) In addition to and not in limitation of the provisions of Section 12(a)
of this Agreement, Lessee will, at its own cost and expense, provide to Lessor
and Sprint Collocator or its Affiliates all necessary and appropriate
information reasonably requested by Lessor or Sprint Collocator or its
Affiliates to obtain and maintain in effect all certificates, permits, licenses
and other approvals relating to FAA or FCC regulations and Lessee will, at its
own cost and expense, obtain and maintain in effect all certificates, permits,
licenses and other approvals (other than those relating to FCC and FAA
regulations) and comply with all Laws, required or imposed by Governmental
Authorities (other than those relating to FCC or FAA regulations), in connection
with the operation and maintenance of the Leased Property at each Site
(including the Tower on such Site). As part of Lessee's obligation to provide
information, Lessee will provide Lessor and Sprint Collocator or its Affiliates
access to data reasonably necessary to monitor the lighting systems at each Site
to the extent in Lessee's possession (to the extent Sprint Collocator is not
already independently monitoring the same and to the extent such lighting
systems are required by applicable Law (including approvals granted by any local
zoning board) or existing written agreements).

     (b) Lessee will reasonably cooperate with Sprint Collocator or its
Affiliates in their efforts to obtain and maintain in effect any certificates,
permits, licenses and other approvals and to comply with any Laws required or
imposed on Sprint Collocator by Governmental Authorities applicable to the
Sprint Collocation Space of each Site.

     (c) Sprint Collocator will, at its own cost and expense, obtain and
maintain or cause to be maintained in effect all material certificates, permits,
licenses and other approvals and comply with all Laws required or imposed by
Governmental Authorities in connection with the operation and maintenance of the
Sprint Collocation Space of each Site, including, without limitation, FCC
regulations. The cost of obtaining and maintaining such FCC or FAA permits or
approvals will be reimbursed to Lessor in accordance with Section 18(f).

     (d) Lessor and Sprint Collocator will reasonably cooperate with Lessee in
Lessee's efforts to provide required information and to comply with all Laws
required or imposed by Governmental Authorities applicable to each Site.

     (e) Lessor and Sprint Collocator will be afforded access, at reasonable
times and upon reasonable prior notice, to all of Lessee's records, books,
correspondence, instructions, blueprints, permit files, memorandum and similar
data relating to the compliance of the Towers with all applicable Laws or if
Lessor or Sprint Collocator otherwise provides reasonable justification
therefore, except privileged documents or where disclosure is prohibited by Law.
Lessee will also provide Lessor or Sprint Collocator with an electronic
interface or other real time access to Lessee's Tower administration database
which will enable access to detailed information concerning collocations. Any
information described in this Section 18(e) will be open for inspection upon
reasonable notice by Lessor or Sprint Collocator, at its cost, and its


                                       48



authorized representatives at reasonable hours at Lessee's principal office and
will be retained by Lessee for period of three (3) years after the expiration of
this Agreement.

     (f) The cost of Lessor's or Sprint Collocator's or its Affiliates obtaining
and maintaining all FCC and FAA permits and approvals relating to the operation
and maintenance of the Leased Property of each Site (excluding the Sprint
Collocation Space) and Lessee Work, in each case, after the Effective Date, will
be borne by Lessee in accordance with Sections 13(b)(i) and 18(c) (the
"REIMBURSABLE COSTS"). Lessor will provide Lessee with an invoice for
Reimbursable Costs on a monthly basis, which amount will be paid by Lessee to
Lessor or Sprint Collocator, as applicable, within twenty (20) Business Days of
Lessee's receipt of such invoice.

     SECTION 19. NO LIENS.

     (a) Lessee will not create or permit any Lien (other than Lessee Permitted
Liens) against any Site, or any part of any Site. If any such Lien created or
permitted by Lessee (other than Lessee Permitted Liens) is filed against all or
any part of any Site, Lessee will be required to cause the same to be discharged
by payment, satisfaction or posting of bond within thirty (30) days only (i)
after Lessee has obtained knowledge of such Lien and (ii) Lessee has elected not
to contest such Lien in accordance with Section 19(b) hereof. If Lessee fails,
after notice and opportunity to cure, to cause any Lien not being contested as
provided in Section 19(b) (other than Lessee Permitted Liens) to be discharged
within the permitted time, Lessor may cause it to be discharged and may pay the
amount of such Lien in order to do so. If Lessor makes any such payment, all
amounts paid by Lessor will be payable by Lessee to Lessor within ten (10) days
of demand.

     (b) To the extent not prohibited under any applicable Ground Lease, Lessee
may, at Lessee's sole cost and expense, in its own name and on its own behalf or
in the name of and on behalf of Lessor, in good faith, contest any claim of Lien
and, in the event of any such contest, may permit such claim of Lien so
contested to remain unpaid, unsatisfied and undischarged during the period of
such contest and any appeal from such contest; provided, that, if any portion of
any Site is subject to imminent danger of loss or forfeiture by virtue of or by
reason of such claim of Lien, such claim of Lien will be complied with as
promptly as practicable, but in any event prior to any loss or forfeiture.
Lessor, at the sole cost and expense of Lessee, will use commercially reasonable
efforts to cooperate fully with Lessee in any such contest.

     (c) Any Secured Lessee Loan (including any Mortgage execute in connection
therewith) will be subject to each and every term, covenant, condition,
agreement, requirement, restriction and provision set forth in this Agreement
and subject to all rights of Lessor hereunder.

     (d) Lessor will execute any necessary easement or right of way for
utilities for any Owned Site promptly following any request by Lessee, provided
such easement or right of way does not have an adverse effect on Sprint
Collocator's use or enjoyment of the Sprint Collocation Space of such Site or on
the ownership by Lessor of the Tower on such Site, including without limitation,
the operation of Sprint's Communications Equipment on such Site.

     (e) Sprint Collocator will not create or permit (or allow any of its
Affiliates to create or permit) any Lien arising by, through or under Sprint
Collocator or its Affiliates (other than


                                       49



Permitted Encumbrances) against Site, or any part of any Site. If any such Lien
(other than Permitted Encumbrances) is filed against all or any part of any Site
as a result of the acts or omissions of Sprint Collocator or any of its
Affiliates, Sprint Collocator will cause the same to be discharged by payment,
satisfaction or posting of bond within thirty (30) days after obtaining actual
knowledge such Lien. If Sprint Collocator fails to cause any such Lien (other
than Permitted Encumbrances) to be discharged within such thirty (30) day
period, Lessee may, after ten (10) days prior written notice to Sprint
Collocator, cause such Lien to be discharged and may pay the amount of such Lien
in order to do so. If Lessee makes any such payment, all amounts paid by Lessee
will be payable by Sprint Collocator to Lessee upon demand.

     SECTION 20. CONDEMNATION.

     (a) If there occurs a Taking of all or a Substantial Portion of any Site,
other than a Taking for temporary use, then (i) Lessee will have the right to
terminate this Agreement as to such Site by written notice to Lessor and Sprint
Collocator within thirty (30) days of the occurrence of such Taking whereupon
the Term will automatically expire as to such Site, on the Date of Taking, as if
such date were the Site Expiration Date as to such Site and each Party shall be
entitled to prosecute, claim and retain the entire Award attributable to its
respective interest in such Site under this Agreement and (ii) Sprint Collocator
will have the right to terminate this Agreement as to Sprint Collocator's
leaseback or other use and occupancy of the Sprint Collocation Space by written
notice to Lessee within thirty (30) days of the occurrence of such Taking,
whereupon ) Sprint Collocator's rights and obligations as to the leaseback or
other use and occupancy of the Sprint Collocation Space at such Site will
automatically expire as of the Date of Taking.

     (b) If there occurs a Taking of less than a Substantial Portion of any
Site, then this Agreement and all duties and obligations of Lessee under this
Agreement in respect of such Site will remain unmodified, unaffected and in full
force and effect. Lessee will promptly proceed with the Restoration of the
remaining portion of such Site (to the extent commercially feasible) to a
condition substantially equivalent to its condition prior to the Taking. Lessee
will be entitled to apply the Award received by Lessee to the Restoration of any
Site from time to time as such work progresses; provided, that Sprint Collocator
will be entitled to prosecute and claim an amount of any Award reflecting its
interest under this Agreement. If the cost of the Restoration exceeds the Award
recovered by Lessee, Lessee will pay the excess cost. If the Award exceeds the
cost of the Restoration, the excess will be paid to Lessee.

     (c) If there occurs a Taking of any portion of any Site for temporary use,
then this Agreement will remain in full force and effect as to such Site for the
remainder of the Term as to such Site; provided that, notwithstanding anything
to the contrary contained in this Agreement, during such time as Lessee will be
out of possession of such Site, if a Master Lease Site, or unable to operate
such Site, if a Pre-Lease Site, by reason of such Taking, the failure to keep,
observe, perform, satisfy and comply with those terms and conditions of this
Agreement compliance with which are effectively impractical or impossible as a
result of Lessee's being out of possession or unable to operate (as applicable)
such Site will not be an event of default under this Agreement. The Award for
any such temporary Taking payable for any period prior to the Site Expiration
Date will be paid to Lessee and, for any period thereafter, to Lessor.


                                       50



     (d) If there occurs a Taking of any Sprint Collocation Space of any Site or
any portion of such Sprint Collocation Space, for temporary use, then this
Agreement will remain in full force and effect as to such Site for the remainder
of the then-current Term; provided that, notwithstanding anything to the
contrary contained in this Agreement, during such time as Sprint Collocator will
be out of possession of such Sprint Collocation Space by reason of such Taking,
the failure by Sprint Collocator to keep, observe, perform, satisfy, and comply
with these terms and conditions of this Agreement compliance with which are
effectively impractical or impossible as a result of Sprint Collocator's being
out of possession of such Sprint Collocation Space will not be an event of
default under this Agreement, and, in addition, Sprint Collocator will not be
liable for payment of the Sprint Collocation Charge during the period of the
temporary Taking.

     SECTION 21. WAIVER OF SUBROGATION; INDEMNITY.

     (a) Except as provided in this Agreement, to the extent permitted by
applicable Law, Lessor, Lessee and Sprint Collocator hereby waive any and all
rights of recovery, claim, action or cause of action against each other, their
respective agents, officers and employees, for any loss or damage that may occur
to any Site or their respective property at any Site, by reason of fire, the
elements, or any other cause insured against, or required to be insured against,
under the terms of policies of property insurance maintained, or required to be
maintained, for such Site, by Lessor, Lessee or Sprint Collocator (as the case
may be) under the terms of this Agreement, regardless of cause or origin. In
addition, Lessor, Lessee and Sprint Collocator will cause each such property
insurance policy carried by them insuring the their respective property at each
Site to provide that the insurer waives all rights of recovery by way of
subrogation against any other Party hereto in connection with any loss or damage
covered by the policy.

     (b) Subject to the provisions of Section 21(a) above, Lessee agrees to
indemnify and to hold each Sprint Indemnitee harmless from any and all Claims
suffered or incurred by such Sprint Indemnitee by reason of, or arising out of
(i) any default, breach, performance or nonperformance by Lessee of its
respective obligations and covenants under this Agreement, including, without
limitation, Sections 13, 15 and 18; (ii) any Claims against any Sprint
Indemnitee arising out of or resulting from (x) Lessee's use, operation,
maintenance or occupancy of any part of the Site in violation of the terms of
this Agreement or (y) any Tower Subtenant's use, operation, maintenance or
occupancy of its Communications Facility in violation of the terms of this
Agreement; (iii) any failure of Lessee to comply with any applicable Laws or
with the directives of the FCC and FAA that Lessee is required to comply with
pursuant to this Agreement or under applicable Laws; (iv) any Claims arising out
of or resulting from Lessee's acts or omissions, or the acts or omissions of any
of their respective agents, employees, engineers, contractors, subcontractors,
licensees, or invitees; and (v) any other provision of this Agreement which
provides that Lessee will indemnify and hold harmless any Sprint Indemnitee in
respect of the matters contained in such provision. If any action or proceeding
is brought against any Sprint Indemnitee by reason of any such Claim, Lessee
upon notice from such Sprint Indemnitee, covenants and agrees to defend such
action or proceeding at its expense.

     (c) Subject to the provisions of Section 21(a) above, Sprint Collocator
agrees to indemnify and to hold each Lessee Indemnitee harmless from any and all
Claims with respect to


                                       51



bodily injury, personal injury or property damage suffered or incurred by such
Lessee Indemnitee by reason of, or arising out of (i) any default, breach,
performance or nonperformance of Sprint Collocator's obligations and covenants
under this Agreement; (ii) any Claims against any Lessee Indemnitee arising out
of or resulting from Sprint Collocator's use, operation, maintenance or
occupancy of Sprint's Communications Equipment or any portion of the Site
(including the Sprint Collocation Space) in violation of the terms of this
Agreement, (iii) Sprint Collocator's failure to comply with any applicable Laws
or with the directives of the FCC and FAA as to Sprint's Communications
Equipment; (iv) any Claims against any Lessee Indemnitee arising out of or
resulting from the acts or omissions of Lessor, Sprint Collocator, their
respective Affiliates or any of Sprint Collocator's agents, employees,
engineers, contractors, subcontractors, licensees or invitees; and (v) any other
provision of this Agreement which provides that Sprint Collocator will indemnify
and hold harmless any Lessee Indemnitee in respect of the matters contained in
such provision. If any action or proceeding is brought against any Lessee
Indemnitee by reason of any such Claim, Sprint Collocator, upon notice from such
Lessee Indemnitee, covenants and agrees to defend such action or proceeding at
its expense.

     SECTION 22. SUBORDINATION OF MORTGAGES..

     All Mortgages which at any time during the Term of this Agreement may be
placed upon such Site or any portion of such Site and all documents and
instruments evidencing and securing any Secured Lessee Loan, shall be subject
and subordinate to the terms and conditions hereof.

     SECTION 23. ENVIRONMENTAL COVENANTS.

     (a) For purposes of this Agreement, the following terms will have the
following meanings: (i) "HAZARDOUS MATERIAL" or "HAZARDOUS MATERIALS" means and
includes petroleum products, flammable explosives, radioactive materials,
asbestos or any material containing asbestos, polychlorinated biphenyls, or any
hazardous, toxic or dangerous waste, substance or material defined as such or
defined as a hazardous substance or any similar term, by, in or for the purposes
of the Environmental Laws, including, without limitation Section 101(14) of
CERCLA (hereinafter defined); provided, that the term "HAZARDOUS MATERIALS" will
exclude quantities of materials or substances maintained by Lessor, Sprint
Collocator, its Affiliates, Lessee and Tower Subtenants on or about any Site
(including Tower and Improvements on such Site) in the ordinary course of
business, so long as such materials are maintained in accordance with the
applicable Environmental Laws: (ii) "RELEASE" will have the meaning given such
term, or any similar term, in the Environmental Laws, including, without
limitation Section 101(22) of CERCLA; and (iii) "ENVIRONMENTAL LAW" or
"ENVIRONMENTAL LAWS" will mean any "SUPER FUND" or "SUPER LIEN" Law, or any
other federal, state or local statute, Law, ordinance, code, rule, regulation,
order or decree, regulating, relating to or imposing liability or standards of
conduct concerning any Hazardous Materials as may now or at any time hereafter
be in effect, including, without limitation, the following, as same may be
amended or replaced from time to time, and all regulations promulgated under or
in connection with: the Superfund Amendments and Reauthorization Act of 1986;
The Comprehensive Environmental Response, Compensation and Liability Act of
1980; The Clean Air Act; The Clean Water Act; The Toxic Substances Control Act;
The Solid Waste Disposal Act, as amended by the Resource Conversation and
Recovery Act; The Hazardous Materials Transportation Act; and The Occupational
Safety and Health Act of 1970.


                                       52



     (b) Lessee covenants and agrees that: (i) Lessee will not conduct or allow
to be conducted upon any Site any business operations or activities, or employ
or use a Site, to generate, manufacture, refine, transport, treat, store,
handle, dispose of, transfer, produce, or process Hazardous Materials; provided,
that Lessee will have the right to bring, use and keep and allow any Tower
Subtenant to bring and keep on any Site in compliance with all applicable Laws,
batteries, generators and associated fuel tanks and other substances commonly
used in the industry necessary for the operation and maintenance of each Site;
(ii) Lessee will carry on its business and operations at each Site in compliance
in all respects with, and will remain in compliance with, all applicable
Environmental Laws and will ensure that all Tower Subtenants do the same: (iii)
Lessee will not create or permit to be created any Lien against any Site for the
costs of any response, removal or remedial action or clean-up of Hazardous
Materials; (iv) Lessee will promptly conduct and complete all investigations,
studies, sampling and testing, and all remedial, removal, and other actions
necessary to clean up and remove all Hazardous Materials on, from or affecting
each Site in accordance with all applicable Environmental Laws; and (v) Lessee
will promptly notify Lessor and Sprint Collocator in writing if Lessee receives
any notice, letter, citation, order, warning, complaint, claim or demand that:
(w) Lessee or any Tower Subtenant has violated, or is about to violate, any
Environmental Law, (x) there has been a Release or there is a threat of Release,
of Hazardous Materials at or from the applicable Site, (y) Lessee or any Tower
Subtenant may be or is liable, in whole or in part, for the costs of cleaning
up, remediating, removing or responding to a Release of Hazardous Materials, or
(z) a Site are subject to a Lien favor of any Governmental Authority for any
liability, cost or damages under any Environmental Law.

     (c) Lessor covenants and agrees that: (i) Lessor will not conduct, or allow
any Person under the direction or control of Lessor, upon any Site any business
operations or activities, or employ or use a Site, to generate, manufacture,
refine, transport, treat, store, handle, dispose of, transfer, produce, or
process Hazardous Materials; (ii) Lessor will carry on its business and
operations at each Site, if any, in compliance in all respects with, and will
remain in compliance with, all applicable Environmental Laws; and (iii) Lessor
will not create, or permit any Person under the direction or control of Lessor
to create, any Lien against any Site, including for the costs of any response,
removal or remedial action or clean-up of Hazardous Materials; Lessor will
promptly notify Lessee if Lessor receives any notice, letter, citation, order,
warning, complaint, claim or demand that: (w) Lessor or any Tower Subtenant has
violated, or is about to violate, any Environmental Law, (x) there has been a
Release or there is a threat of Release, of Hazardous Materials at or from the
applicable Site, (y) Lessee, Lessor or any Tower Subtenant may be or is liable,
in whole or in part, for the costs of cleaning up, remediating, removing or
responding to a Release of Hazardous Materials, or (z) a Site is subject to a
Lien favor of any Governmental Authority for any liability, cost or damages
under any Environmental Law.

     (d) Lessor agrees to indemnify and hold the Lessee Indemnitees harmless
from and against any and all Claims, including Claims of any and every kind
whatsoever paid, incurred, suffered by, or asserted against the Lessee
Indemnitees or the Sprint Collocation Space of any Site for, with respect to, or
as a result of the violation or breach of, or the failure of Lessor or Sprint
Collocator to fully and completely keep, observe, satisfy, perform and comply
with, any agreement, term, covenant, condition, requirement, provision or
restriction of Section 23(c);


                                       53


     (e) Sprint Collocator covenants and agrees that as to each Site upon which
it leases or otherwise uses or occupies any Sprint Collocation Space: (i) Sprint
Collocator will not conduct or allow to be conducted upon any such Sprint
Collocation Space of any Site any business operations or activities, or employ
or use a Sprint Collocation Space of any Site, to generate, manufacture, refine,
transport, treat, store, handle, dispose of, transfer, produce, or process
Hazardous Materials; provided, that Sprint Collocator will have the right to
bring, use and keep on the Sprint Collocation Space of any Site in compliance
with all applicable Laws, batteries, generators and associated fuel tanks and
other substances commonly used in the industry necessary for the operation and
maintenance of each Sprint Collocation Space of any Site; (ii) Sprint Collocator
will carry on its business and operations on the Sprint Collocation Space of any
Site in compliance in all respects with, and will remain in compliance with, all
applicable Environmental Laws unless non-compliance results from the acts or
omissions of Lessee or any Tower Subtenant; (iii) Sprint Collocator will not
create or permit to be created any Lien against any Sprint Collocation Space of
any Site for the costs of any response, removal or remedial action or clean-up
of Hazardous Materials unless non-compliance results from the acts or omissions
of Lessee or any Tower Subtenant; (iv) to the extent such Hazardous Materials
were deposited by Sprint Collocator, Sprint Collocator will promptly conduct and
complete all investigations, studies, sampling and testing, and all remedial,
removal, and other actions necessary to clean up and remove all Hazardous
Materials on, from or affecting the Sprint Collocation Space of each Site in
accordance with all applicable Environmental Laws; and (v) Sprint Collocator
will promptly notify Lessee in writing if Sprint Collocator receives any notice,
letter, citation, order, warning, complaint, claim or demand that: (w) Sprint
Collocator has violated, or is about to violate, any Environmental Law, (x)
there has been a Release or there is a threat of Release, of Hazardous Materials
at or from the Sprint Collocation Space of any Site, (y) Sprint Collocator may
be or is liable, in whole or in part, for the costs of cleaning up, remediating,
removing or responding to a Release of Hazardous Materials, or (z) the Sprint
Collocation Space of any Site is subject to a Lien in favor of any Governmental
Authority for any liability, cost or damages under any Environmental Law.

     (f) Except to the extent arising or resulting from the acts or omissions of
Lessor or Sprint Collocator, Lessee agrees to indemnify and hold the Sprint
Indemnitees harmless from and against any and all Claims, including Claims of
any and every kind whatsoever paid, incurred, suffered by, or asserted against
the Sprint Indemnitees or any Site for, with respect to, or as a result of the
following: (i) the presence in, on, over or under, or the escape, seepage,
leakage, spillage, discharge, emission or Release on or from any Site of any
Hazardous Materials that occurs after the Effective Date and prior to the
applicable Site Expiration Date or earlier date of termination of this
Agreement; (ii) the violation of any Environmental Laws relating to or affecting
any Site that occurs after the Effective Date (relating to a condition first
existing after the Effective Date) and prior to the applicable Site Expiration
Date or earlier date of termination of this Agreement; (iii) a Release of any
Hazardous Materials or the violation of any of the Environmental Laws that
occurs after the Effective Date and prior to the applicable Site Expiration Date
or earlier date of termination of this Agreement in connection with any other
property owned, operated or used by or on behalf of Lessee, which violation or
Release gives or may give rise to any rights whatsoever in any Party with
respect to any Site by virtue of any of the Environmental Laws; (iv) any
warranty or representation made by Lessee in this Section 23 is or becomes false
or untrue in any material respect; or (v) the violation or breach of, or the


                                       54



failure of Lessee to fully and completely keep, observe, satisfy, perform and
comply with, any agreement, term, covenant, condition, requirement, provision or
restriction of this Section 23.

     (g) Except to the extent arising or resulting from the acts or omissions of
Lessee or a Tower Subtenant, Sprint Collocator agrees to indemnify and hold the
Lessee Indemnitees harmless from and against any and all Claims, including
Claims of any and every kind whatsoever paid, incurred, suffered by, or asserted
against the Lessee Indemnitees or the Sprint Collocation Space of any Site for,
with respect to, or as a result of the violation or breach of, or the failure of
Sprint Collocator to fully and completely keep, observe, satisfy, perform and
comply with, any agreement, term, covenant, condition, requirement, provision or
restriction of Section 23(e).

     (h) Notwithstanding anything to the contrary in this Agreement, in the
event any Claim of a type giving rise to indemnification obligations under this
Section 23 is asserted against a Lessee Indemnitee and it cannot be readily
determined that it was the act or omission of Lessor or Sprint Collocator or its
Affiliate that gave rise to such Claim, it will be assumed for all purposes of
this Section 23 that it was Lessee's or a Tower Subtenant's act or omission,
Lessee will indemnify the Sprint Indemnitees in respect of such Claim pursuant
to Section 23(e), and neither Lessor nor Sprint Collocator will have any
obligation or liability to any Lessee Indemnitee in respect of such Claim unless
and until it is finally determined that Lessor's or Sprint Collocator's act or
omission gave rise to such Claim. The provisions of this Section 23 will survive
the applicable Site Expiration Date or earlier termination of this Agreement.
The foregoing provisions of this Section 23 are not intended to limit the
generality of any of the other provisions of this Agreement.

     (i) During the Term, for any dispute or litigation that arises during the
Term in connection with any Ground Lessor, Ground Lease, Collocation Agreement,
Tower Subtenant or any other issue relating to the operation of the Sites
(collectively, "DISPUTES"), Lessee shall have the right to control, prosecute,
settle and/or compromise such Disputes; provided that Lessee shall not settle or
compromise such Disputes (i) for which Lessee is seeking a claim for
indemnification under the Agreement to Lease, (ii) which would increase the
amounts owed under any Ground Lease or Collocation Agreement during the Term,
which amounts Lessee is not obligated to pay hereunder during the Term, or (iii)
result in the termination of any Ground Lease, without Lessor's consent (not to
be unreasonably withheld, conditioned or delayed); provided further that if
Lessor does reasonably withhold such consent, Lessee shall nevertheless have the
right to settle and/or compromise such Dispute at Lessee's own expense. Upon
request, Lessee shall keep Lessor reasonably informed of the status and of the
activities relating to the Disputes. Lessee shall not be required to seek the
consent of Lessor to settle any matter with a Ground Lessor that relates to the
amount of a Revenue Sharing Payment, and such settlement shall not diminish
Sprint Collocator's obligations under Section 11(g) with respect thereto.

     SECTION 24. INSURANCE.

     (a) For each Site, Lessee will procure, and will maintain in full force and
effect at all times during the Term as to the applicable Site, the following
types of insurance with respect to each Site, including the Tower and
Improvements on such Site (but excluding Sprint's Communications Equipment),
paying as the same become due all premiums for such insurance:


                                       55



          (i) commercial general public liability insurance insuring against all
     liability of Lessee and Lessee's officers, employees, agents, licensees and
     invitees arising out of, by reason of or in connection with the use,
     occupancy or maintenance of each Site (including Tower and the
     Improvements), in an amount of not less than $1,000,000 for bodily injury
     or property damage or as a result of one occurrence, and not less than
     $2,000,000 for bodily injury or property damage in the aggregate;

          (ii) umbrella or excess liability insurance with limits not less than
     $5,000,000 per occurrence and in the aggregate;

          (iii) property insurance in an amount not less than full replacement
     cost of the Tower and Improvements of each Site, against direct and
     indirect loss or damage by fire and all other casualties and risks covered
     under "ALL RISK" insurance respecting the Tower and Improvements (but
     excluding any of Sprint's Communications Equipment and Sprint's
     Improvements); and

          (iv) workers' compensation insurance covering all employees of Lessee
     and any employees of its Affiliates performing activities on the Site.

     (b) Lessee will pay all premiums for the insurance coverage which Lessee is
required to procure and maintain under this Agreement. Each insurance policy (i)
will name Lessor and Sprint Collocator as an additional insured; provided, that
such requirement will only apply to liability policies and will have no
application to workers' compensation policies; and (ii) will provide that the
policy cannot be canceled as to Lessor or Sprint Collocator except after the
insurer gives Lessor or Sprint Collocator, as applicable, thirty (30) days'
written notice of cancellation. For each Site, Lessee will deliver to Lessor and
Sprint Collocator certificates of insurance evidencing the existence of all
insurance which Lessee is required to maintain hereunder, such delivery to be
made promptly after such insurance is obtained (but not later than the Effective
Date) and not later than the date which is thirty (30) days prior to the
expiration date of any such insurance.

     (c) Sprint Collocator will procure, and will maintain in full force and
effect at all times during the Term, the following types of insurance with
respect to its Sprint Collocation Space at the Sites, paying as the same become
due all premiums for such insurance:

          (1) commercial general public liability insurance insuring against all
     liability of Sprint Collocator and its officers, employees, agents,
     licensees and invitees arising out of, by reason of or in connection with
     the use, occupancy or maintenance of the Sprint Collocation Space of each
     Site, in an amount of not less than $1,000,000 for bodily injury or
     property damage or as a result of one occurrence, and not less than
     $2,000,000 for bodily injury or property damage in the aggregate;

          (2) umbrella or excess liability insurance with limits not less than
     $5,000,000 per occurrence and in the aggregate; and

          (3) workers' compensation insurance covering all employees of Sprint
     Collocator or its Affiliates.


                                       56



     (d) Sprint Collocator will pay all premiums for the insurance coverage
which Sprint Collocator is required to procure and maintain under this
Agreement. Each insurance policy (i) will name Lessee as an additional insured;
provided, however, that such requirement will only apply to liability policies
and will have no application to workers' compensation policies; and (ii) will
provide that the policy cannot be canceled as to Lessee except after the insurer
gives Lessee thirty (30) days' written notice of cancellation. Sprint Collocator
will deliver to Lessee certificates of insurance evidencing the existence of all
insurance which Sprint Collocator is required to maintain hereunder, such
delivery to be made promptly after such insurance is obtained (but not later
than the Effective Date) and not later than the date which is thirty (30) days
prior to the expiration date of any such insurance.

     (e) All policy amounts set forth in this Section 24 will be evaluated and
increased (if necessary) every five (5) years during the Term of this Agreement
to such amounts as are customarily carried by prudent landlords and tenants in
the telecommunications industry to insure risks associated with their respective
interests in facilities comparable to the Sites. All policies of insurance
required under this Section 24 will be written on companies rated "A:VII" by AM
Best or a comparable rating and licensed in the State where the applicable Site
to which such insurance applies is located.

     (f) Neither Lessee nor Sprint Collocator will, on its own initiative or
pursuant to the request or requirement of any Tower Tenant or other Person, take
out separate insurance concurrent in form or contributing in the event of loss
with that required to be carried by such Party in this Section 24, unless the
other Party is named in the policy as an additional insured. Each Party will
immediately notify the other Party whenever any such separate insurance is taken
out and will deliver to the other Party original certificates evidencing the
same.

     SECTION 25. SPRINT RIGHT OF ALTERATION AND SUBSTITUTION.

     (a) Except as otherwise provided in this Agreement, Sprint Collocator will
have the right (for the benefit of itself or its Affiliates) to modify and/or
replace, at Sprint Collocator's expense, Sprint's Communications Equipment at
any Site so long as any such modification or replacement does not entail the
installation of Communications Equipment on any portion of the Tower located
outside the Sprint Tower Envelope that (i) materially differs in type or use
from Sprint's Communications Equipment then located on the Tower at such Site,
(ii) exceeds any limitations contained in Section 6(a), (iii) impairs the
structural integrity of the Tower or (iii) violates the provisions of Section
15. If at any Site Sprint Collocator desires to modify or replace any
Communications Equipment on the Tower with Communications Equipment that
materially differs in type or use from Sprint's Communications Equipment then
located at such Site, such modification or replacement Communications Equipment
may be installed only with the consent of Lessee, which consent shall not be
unreasonably withheld (and in connection with such consent Lessee may require
the that Sprint Collocator comply with a reasonable application process and
perform such testing and analysis at the cost of Sprint Collocator as would be
customary in accordance with industry standard requirements). Sprint Collocator
at any Site also will have the right, at its cost and expense, to make any
Alterations to the Site that it reasonably deems necessary to increase the
capacity of or otherwise augment, strengthen or enhance a Tower, subject,
however in the case of any structural Alterations to the submission of plans and
specifications to Lessee at least thirty (30) days prior to undertaking any such
Alteration, and the


                                       57



written approval of Lessee, not to be unreasonably withheld. Any Alterations to
a Site shall not adversely impact any existing Tower Subtenant or materially
diminish the marketability of space at a Site to future tower subtenants, have
the practical effect of limiting the number of potential Tower Subtenants or the
amount of Available Space on the Tower for potential use by prospective Tower
Subtenants, or otherwise diminish in any material respect the value of such
Site.

     (b) Notwithstanding anything to the contrary contained in this Agreement,
if during the Term, within fifteen (15) Business Days after request by Sprint
Collocator, Lessee will notify Sprint Collocator whether there is any Available
Space in respect of any Site. If any such Available Space then exists, Sprint
Collocator will have the Right of Substitution (for the benefit of itself or any
of its Affiliates) as to such Available Space if, in the reasonable judgment of
Lessee, such relocation will not (i) impair the structural integrity of the
Tower (and in connection with any exercise of the Substitution Right Lessee may
require that Sprint Collocator perform such testing and analysis at the cost of
Sprint Collocator as would be customary in accordance with industry standard
requirements in connection with such exercise) or cause interference in
violation of Section 15 with the Communications Equipment of any Tower Subtenant
or diminish the structural ability of the Tower to hold additional Tower
Subtenants (it being acknowledged and agreed, however (but subject to clause
(ii) immediately below), that Sprint Collocator shall be entitled to use at all
times the weight and wind loading equivalent of the Sprint Tower Envelope), or
(ii) have the practical effect of limiting the number of potential Tower
Subtenants at such Site (as compared prior to such Substitution or the rent
payable by such Tower Subtenants), provided, that Lessee may prevent Sprint
Collocator from exercising its Right of Substitution if such exercise would
cause a configuration of space that may reasonably be expected to limit Lessee's
revenue at any particular Site, including avoiding having any so-called "orphan"
space on a Tower (but with the assumption that no space on the Tower is more
expensive to rent because of its location of the Tower). If Sprint Collocator
elects to exercise its Right of Substitution, then, upon completion of the
relocation, at Sprint Collocator's expense, of the Communications Equipment and
Improvements of Sprint Collocator or its Affiliate on the Site, the previously
existing Sprint Collocation Space of the applicable Site will automatically be
released by Sprint Collocator or its Affiliate and become a part of the
Available Space of such Site (and Sprint Collocator shall deliver (or cause its
Affiliates to deliver) such space in good condition, repair and order,
reasonable wear and tear excepted, and shall remove all of Sprint's
Communications Equipment therefrom and restore any damage thereto caused by,
through or under any member of the Sprint Group), subject to the terms of this
Agreement, and concurrently therewith, the Available Space on such Site to which
the Communications Equipment and Improvements of Sprint Collocator or its
Affiliate has been relocated (but in no event shall such space be larger than
the Sprint Tower Envelope) will automatically become and constitute the Sprint
Collocation Space (provided, however, that if Sprint Collocator will maintain
Communications Equipment of less than the equivalent weight and wind loading of
nine (9) 1'x 6' panel antennas on the Tower at such Site as of the effective
date of such relocation, the Sprint Collocation Space will contain an additional
portion of such Tower so that the Sprint Collocation Space will contain the
entire amount of the Sprint Tower Envelope to the extent there is adequate
contiguous space available on the Tower as of the effective date of such
relocation) subject to Section 6; provided, however, that the weight and wind
loading criteria for such Sprint Collocation Space shall continue to be the same
as existed prior to the exercise of the Right of Substitution. The Parties will
at Sprint Collocator's sole cost and expense promptly execute such


                                       58



instruments as may be reasonably required to further evidence such Substitution,
including without limitation an amendment to Exhibit A or the applicable Site
Designation Supplement. Sprint Collocator will, at its cost and expense,
complete the relocation of its Communications Equipment.

     SECTION 26. ASSIGNMENT AND SUBLETTING.

     (a) Without the prior written consent of Lessor, Lessee may not assign this
Agreement or any of Lessee's rights under this Agreement in whole or in part, or
sublease or grant concessions or licenses or other rights for the occupancy or
use of all or any portion of any Site; provided, that, subject to any required
consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may
lease, sublease, license or otherwise make available Available Space to Tower
Subtenant for the purpose of the installation, operation and maintenance of
Communications Equipment as contemplated by, and subject to the applicable terms
and provisions of, this Agreement (and in such event Lessee will not be released
from, and will remain fully and completely liable for, payment and performance
of all of its duties, obligations and liabilities under this Agreement); (ii)
Lessee may (A) assign this Agreement in whole or in part to any Qualifying
Lessee Transferee or (B) assign all or any portion of its rights with respect to
a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as
contemplated by Section 41; provided that in the case of the transactions
described in clauses (A) and (B) immediately above the assignee of Lessee must
assume and agree to perform all of Lessee's obligations hereunder to the extent
of such assignment. In the case of an assignment of this Agreement in connection
with any transaction described in clause (B) above (other than an assignment to
a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and
after execution of a Severance Lease, Lessee shall be released from all
obligations with respect to the Sites that are leased or pre-leased under such
Severance Lease), Lessee will not be released from, and will remain fully and
completely liable for payment and performance of, all its duties, obligations
and liabilities under this Agreement. Upon any assignment permitted above to a
Qualifying Lessee Transferee, the obligations of Lessee under this Agreement
with respect to the Sites that are the subject of the assignment will cease and
terminate to the extent of such assignment, and Lessor and Sprint Collocator
will look only and solely to the Person that is the Qualifying Lessee Transferee
of Lessee's interest under this Agreement as to such Sites for performance of
all of Lessee's duties and obligations under this Agreement with respect to such
Sites from and after the date of the assignment. Notwithstanding the foregoing,
Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the
Lessee Lender with respect thereto will have the right to exercise remedies
under any such Mortgage in a manner consistent with the provisions of this
Agreement and any other agreement between Lessee, Lessor and Sprint Collocator
made in connection with this transaction.

     (b) Except as expressly permitted under this Section 26(b), Sprint
Collocator may not assign sell, convey, transfer, sublease or otherwise dispose
of this Agreement or any of its rights under this Agreement in whole or in part,
or sublease or grant concessions or licenses or other rights for the occupancy
or use of all or any portion of any Site without the consent of Lessee. Sprint
Collocator, only in the aggregate, may sell, convey, transfer, assign, sublease,
or otherwise dispose of their interests in the Sprint Collocation Space as a
whole, not in part, without the consent of Lessee, to a successor Person by way
of merger, consolidation, or other reorganization or to any Person acquiring
substantially all of the assets of Sprint Collocator and


                                       59



which Person is a wireless communications end user who intends to use
substantially all of the Sprint Collocation Space for its own wireless
communications business. In addition, Sprint Collocator will have the
unrestricted right during the Term to sell, convey, transfer, assign, sublease
or otherwise dispose of Sprint Collocator's interest in and to the Sprint
Collocation Space at any Site, in whole or in part, without the consent of
Lessee to (i) any Affiliate, or (ii) such Person who is (A) not, and none of
whose Affiliates are, a Lessee Competitor, and (B) is a wireless communication
end user in any geographic market in which Sprint Collocator has ceased to
operate or will cease to operate after the consummation of transaction that is
the subject of the assignment and subletting (collectively, a "SPRINT MARKET
ASSIGNEE"), who intends to use such Site solely for its own wireless
communications business, provided that such Sprint Market Assignee enters into a
master collocation agreement with Lessee, in the form of the then most recent
master collocations agreement between Lessee (or its Affiliates) and the Sprint
Market Assignee (or its Affiliates), or if none exists, in the form of the most
recent master collocation agreement between Global Parent (or its Affiliates)
and Sprint, or if none exists, a then market standard collocation agreement,
except that the term and Withdrawal Rights of the Sprint Market Assignee shall
reflect the term and Withdrawal Rights then applicable to the Sites that are the
subject of such assignment (and the rent shall be described in the next
following sentence), and the Sprint Market Assignee shall have no further rights
hereunder and, upon such assignment, Sprint Collocator shall vacate such Site,
and upon vacating such Site and removing the Sprint Communications Equipment
from same and restoring the Sprint Collocation Space to the condition required
by this Agreement, Sprint Collocator shall be relieved of its obligations to pay
the Sprint Collocation Charge with respect to such Site (each such transaction
described in the foregoing provisions of this Section 26(b) being a "SPRINT
TRANSFER"). If, pursuant to any assignment, sublease, conveyance, transfer or
other disposition permitted by this Agreement to a Sprint Market Assignee,
Sprint Collocator is no longer the tenant of Sprint Collocation Space, the
applicable Sprint Collocation Charge payable shall be an amount equal to the
product of (x) the then current Sprint Collocation Charge and (y) 1.25 and the
foregoing shall thereafter be subject to annual adjustment as provided for in
Section 11(b). If Sprint Collocator effects a Sprint Transfer, then, in the case
of a Sprint Transfer to a Qualifying Sprint Transferee, the obligations of
Sprint Collocator with respect to the portion of the Sprint Collocation Space
that is the subject of the Sprint Transfer will cease and terminate, and Lessee
will look only and solely to the Person that is the Qualifying Transferee of
Sprint Collocator's interest in and to such portion of the Sprint Collocation
Space for performance of all of the duties and obligations of Sprint Collocator
under this Agreement with respect to such Sprint Collocation Space from and
after the date of the Sprint Transfer. Otherwise, in the event of any Sprint
Transfer, Sprint Collocator shall remain liable under this Agreement for the
performance of Sprint Collocator's duties and obligations hereunder as to such
applicable Sprint Collocation Space that is the subject of the Sprint Transfer.

     (c) Subject to Section 26 and Section 36, neither Lessor nor any Sprint
Additional Party shall, or shall permit any Affiliate thereof to sell, convey,
transfer, assign, sublease, encumber, mortgage or otherwise hypothecate or
dispose of its interest in and to any Site, or grant concessions or licenses or
other rights for the occupancy or use of all or any portion of any Site, during
the Term.


                                       60



     (d) Each Party hereby agrees that any attempt of any Party to assign its
interest in this Agreement or any of its rights under this Agreement, in whole
or in part, in violation of this Section 26 will constitute a default under this
Agreement and will be null and void ab initio.

     SECTION 27. ESTOPPEL CERTIFICATE.

     Each Party, from time to time upon thirty (30) days' prior request by any
other Party, will execute, acknowledge and deliver to the requesting Party, or
to a Person designated by such requesting Party, a certificate stating that this
Agreement is unmodified and in full effect (or, if there have been
modifications, that this Agreement is in full effect as modified, and setting
forth such modifications) and the dates to which Rent, Pre-Lease Rent, Sprint
Collocation Charges and other sums payable under this Agreement have been paid,
and either stating that to the knowledge of the signer of such certificate no
default exists under this Agreement or specifying each such default of which the
signer has knowledge. The requesting Party, at such Party's cost and expense,
will cause such certificate to be prepared for execution by the requested Party.
Any such certificate may be relied upon by any prospective Mortgagee or
purchaser of any portion of a Site.

     SECTION 28. HOLDING OVER.

     (a) If Lessee remains in possession of the Leased Property of any Master
Lease Site after expiration or termination of the Term as to such Master Lease
Site without any express written agreement by Lessor, then Lessee will be and
become a tenant at sufferance, and there will be no renewal or extension of the
Term as to such Master Lease Site by operation of Law.

     (b) If during the Term of this Agreement Sprint Collocator remains in
possession of the Sprint Collocation Space of any Site after expiration or
termination of Sprint Collocator's leaseback of or other right to use and occupy
the Sprint Collocation Space at such Site without any express written agreement
by Lessee, then Sprint Collocator will be a month-to-month tenant with the
monthly Sprint Collocation Charge equal to one hundred fifty percent (150%) of
the monthly Sprint Collocation Charge last applicable to the Sprint Collocation
Space and subject to all of the other terms set forth in this Agreement, and
there will be no renewal or extension of this Agreement as to the lease of the
Sprint Collocation Space by operation of Law.

     SECTION 29. RIGHTS OF ENTRY AND INSPECTION.

     (a) Lessor and Sprint Collocator and their respective representatives,
agents and employees, at such Person's sole cost and expense, will be entitled
to enter any portion of any Site at all reasonable times and with advance notice
in accordance with and to the extent required under Section 6(a) for the
purposes of inspecting such Site, making any repairs or replacements or
performing any maintenance, and performing any work on the Site, to the extent
required or permitted by this Agreement. Nothing in this Section 29 will imply
or impose any duty or obligation upon Lessor or Sprint Collocator to enter upon
any Site at any time for any purpose, or to inspect any Site at any time, or to
perform, or pay the cost of, any work which Lessee is required to perform under
any provision of this Agreement, and neither Lessor nor Sprint Collocator has
any such duty or obligation.


                                       61



     (b) Sprint Collocator will permit Lessee and Lessee's representatives to
inspect Sprint's Communications Equipment located on the Tower in accordance
with industry standard practices to ascertain compliance with the provisions of
this Agreement. Except in the event of an Emergency only, and only for the
purposed of making repairs or replacements to address such Emergency, Lessee
shall not be entitled to have access to or inspect any other of Sprint's
Communications Equipment. Nothing in this Section 29 will imply or impose any
duty or obligation upon Lessee to enter upon any Site at any time for any
purpose, or to inspect the Leased Property at any time, or to perform, or pay
the cost of, any work which Sprint Collocator or its Affiliates is required to
perform under any provision of this Agreement, and Lessee has no such duty or
obligation. Sprint Collocator agrees to indemnify and hold the Lessee
Indemnitees harmless from and against and in respect of any and all Claims,
paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner
arising out of, by reason of, or in connection with any entry onto any Site by
Sprint Collocator or any of its Affiliates, employees, agents, contractors,
subcontractors, engineers, agents, advisors, consultants or representatives.

     SECTION 30. RIGHT TO ACT FOR LESSEE.

     (a) In addition to and not in limitation of any other remedy Lessor or
Sprint Collocator may have under this Agreement, if Lessee fails to make any
payment or to take any other action (or to cause any Tower Subtenant to take any
action) when and as required under this Agreement, subject to the following
sentence, Lessor or Sprint Collocator may, without demand upon Lessee and
without waiving or releasing Lessee from any duty, obligation or liability under
this Agreement, make any such payment or take any such other action required of
Lessee. Unless Lessee's failure results in or relates to an Emergency, Lessor or
Sprint Collocator, as applicable, will give Lessee at least ten (10) days prior
written notice of Lessor's or Sprint Collocator's intended action and Lessee
will have the right to cure such failure within such ten (10) day period unless
the same is not able to be remedied in such ten (10) day period, in which event
such ten (10) day period will be extended, provided Lessee has commenced such
cure within such ten (10) day period and continuously prosecutes the performance
of the same to completion with due diligence. No notice will be required in the
event of an Emergency. The actions which Lessor or Sprint Collocator may take
will include, but are not limited to, the performance of maintenance or repairs
and the making of replacements to the Towers and Improvements on each Site (and
Lessor or Sprint Collocator, as applicable, will have full access to the Sites
for such purpose), the payment of insurance premiums which Lessee is required to
pay under this Agreement, the payment of Ground Rent which Lessee is required to
pay under the Ground Leases and the payment of Taxes which Lessee is required to
pay under this Agreement. Lessor or Sprint Collocator may pay all incidental
costs and expenses incurred in exercising its rights under this Agreement,
including, without limitation, reasonable attorneys' fees and expenses,
penalties, re-instatement fees, late charges, and interest. An amount equal to
one hundred twenty percent (120%) of the total amount of the costs and expenses
(including salaries and benefits of employees) incurred by Lessor or Sprint
Collocator in accordance with this Section 30 is referred to as the
"REIMBURSABLE MAINTENANCE EXPENSES", and will be due and payable by Lessee upon
demand and bear interest at the rate of twelve percent (12%) per annum from the
date five (5) days after demand until paid by Lessee.

     (b) For purposes of this Section 30, the term "EMERGENCY" means any event
that causes, has caused or is likely to cause: (i) any bodily injury, personal
injury or property damage;


                                       62



(ii) the immediate suspension, revocation, termination or any other adverse
effect as to any licenses and/or permits; or (iii) any material adverse effect
on the ability of Sprint Collocator or its Affiliates, or any Tower Subtenants,
to operate Communications Equipment; or (iv) any failure of any Site to comply
in any material respect with applicable FCC or FAA regulations or other
licensing requirements.

     SECTION 31. DEFAULTS AND REMEDIES.

     (a) The following events constitute events of default by Lessor or any
Sprint Additional Party:

          (i) if Lessor or any Sprint Additional Party (or any Affiliate
     thereof) fails to perform any obligation under any Ground Lease (other than
     any obligation assumed by Lessee hereunder) that results in a default or
     breach under such Ground Lease and such failure continues (x) for more ten
     (10) days, or (y) if the cure period under such Ground Lease for such
     default or breach (A) is less than ten (10) days, such lesser period of
     time or, (B) is greater than ten (10) days, such greater period of time, in
     each case after written notice from Lessee;

          (ii) if Lessor or any Sprint Additional Party (or any Affiliate
     thereof) violates or breaches, or fails to observe, keep, satisfy, perform
     and comply with, any material agreement, term, covenant, condition,
     requirement, restriction or provision of this Agreement in respect of any
     Site, and (x) Lessor or such Sprint Additional Party or Affiliate thereof
     (as applicable) does not cure such violation, breach or failure within
     thirty (30) days after Lessee gives Lessor written notice of such
     violation, breach or failure (or such lesser period provided herein), or
     (y) such violation, breach or failure (which is not a failure to pay money)
     is incapable of being cured within thirty (30) days, and Lessor or such
     Sprint Additional Party or Affiliate thereof (as applicable) does not
     commence to cure such violation, breach or failure within such thirty (30)
     day period and continuously prosecute the performance of the same to
     completion with due diligence, provided, if any such default causes Lessee
     to be in default under any Collocation Agreement existing prior to the
     Effective Date, the thirty (30) day periods referenced above in this
     Section 31(a)(ii) shall be reduced to such lesser time period as Lessee
     notifies Lessor in writing that Lessee has to comply under such Collocation
     Agreement;

          (iii) if Lessor or any Sprint Additional Party, or any Affiliate
     thereof that is the tenant under a Ground Lease for a Non-Contributable
     Site, becomes insolvent or makes an assignment for the benefit of
     creditors; or if any action is brought by Lessor seeking its dissolution or
     liquidation of its assets or seeking the appointment of a trustee, interim
     trustee, receiver or other custodian for any of its property; or if Lessor
     or any Sprint Additional Party, or any Affiliate thereof that is the tenant
     under a Ground Lease for a Non-Contributable Site, commences a voluntary
     proceeding under the Federal Bankruptcy Code; or if any action or petition
     is otherwise brought by Lessor seeking similar relief or alleging that it
     is insolvent or unable to pay its debts as they mature; or if any action is
     brought against Lessor seeking its dissolution or liquidation of any of its
     assets, or seeking the appointment of a trustee, interim trustee, receiver
     or other custodian for any of its property, and any such action is
     consented to or acquiesced in by Lessor or


                                       63



     any Sprint Additional Party, or any Affiliate thereof that is the tenant
     under a Ground Lease for a Non-Contributable Site, or is not dismissed
     within ninety (90) days after the date upon which it was instituted; or if
     any proceeding under the Federal Bankruptcy Code is instituted against
     Lessor or any Sprint Additional Party, or any Affiliate thereof that is the
     tenant under a Ground Lease for a Non-Contributable Site, and (A) an order
     for relief is entered in such proceeding, or (B) such proceeding is
     consented to or acquiesced in by Lessor or any Sprint Additional Party, or
     any Affiliate thereof that is the tenant under a Ground Lease for a
     Non-Contributable Site, or is not dismissed within ninety (90) days after
     the date upon which it was instituted; or if any action or petition is
     otherwise brought against Lessor seeking similar relief or alleging that it
     is insolvent, unable to pay its debts as they mature or generally not
     paying its debts as they become due, and such action or petition is
     consented to or acquiesced in by Lessor or any Sprint Additional Party, or
     any Affiliate thereof that is the tenant under a Ground Lease for a
     Non-Contributable Site, or is not dismissed within ninety (90) days after
     the date upon which it was brought;

          (iv) if the lease or pre-lease of any Site to Lessee is rejected under
     Section 365 of the Federal Bankruptcy Code;

          (v) the occurrence of any "event of default" by any Additional Master
     Lease Lessor or Additional Master Lease Sprint Additional Party under any
     Cross-Defaulted Master Lease and Sublease will be deemed a separate breach
     hereof and an "event of default" hereunder.

     (b) Upon the occurrence of any event of default by any Sprint Additional
Party or any Affiliate thereof under Sections 31(a)(iii) or 31(a)(iv) or an
event of default under Section 31(a)(v) (provided, solely with respect to an
event of default under Section 31(a)(v), such event of default relates to an
"event of default" by an Additional Master Lease Sprint Additional Party or any
Affiliate thereof under Sections 31(a)(iii) or 31(a)(iv) of a Cross-Defaulted
Master Lease and Sublease), Lessee may terminate Sprint Collocator's rights with
respect to the leaseback or other use and occupancy of the Sprint Collocation
Space at any or all Sites, by giving Sprint Collocator written notice of
termination, and Sprint Collocator's rights with respect to the leaseback or
other use and occupancy of the Sprint Collocation Space at the affected Site(s)
will be terminated thirty (30) days after Sprint Collocator's receipt of such
termination notice, provided, however, this Agreement shall otherwise remain in
full force and effect. Upon the occurrence of any event of default by Lessor or
any Sprint Additional Party or Affiliate thereof under Section 31(a)(i) or
31(a)(ii) in respect of any Site, Lessee may terminate, at its election, Sprint
Collocator's (or its Affiliates) rights with respect to the leaseback or other
use and occupancy of the Sprint Collocation Space at the affected Site, by
giving Sprint Collocator written notice of termination of Sprint Collocator's
(or its Affiliates') rights with respect to the leaseback or other use and
occupancy of the Sprint Collocation Space at the affected Site, and this
Agreement will be terminated as to Sprint Collocator's (or its Affiliates')
rights with respect to Collocation Space at the affected Site thirty (30) days
after Sprint Collocator 's receipt of such termination notice, provided,
however, this Agreement shall otherwise remain in full force and effect.
Additionally, upon the occurrence of events of default not cured during the
applicable time period for curing same (whether of the same or different types)
by any of Lessor, any Sprint Additional Party or any Affiliate thereof under
Section 31(a) and/or by any Additional Master


                                       64



Lease Lessors or Additional Master Lease Sprint Additional Parties or Affiliate
thereof under Section 31(a) of any Cross-Defaulted Master Lease and Sublease,
which defaults hereunder and thereunder are in respect of more than twenty
percent (20%) of the Cross-Defaulted Sites, in the aggregate, during any
consecutive five (5) year period, which (i) results in material harm to the
business and operations of Lessee and the Additional Master Lease Lessees, as a
collective whole, and subject to arbitration under Section 31(h) and Section
31(h) of the other Cross-Defaulted Master Leases and Subleases, as applicable
(it being understood if a right of arbitration is exercised with respect to
whether an "event of default" has occurred under any Cross-Defaulted Master
Lease and Sublease as to any particular "event of default" declared under such
Cross-Defaulted Master Lease and Sublease, such right may not be exercised a
second time hereunder as a result of the fact that such "event of default" is
also an event of default under Section 31(a)(v)), as to any dispute as to
whether any event of default has occurred and is continuing, and (ii) such
default is not the result of any default of Lessee hereunder and/or a default of
an Additional Master Lease Lessee under any other Cross-Defaulted Master Lease
and Sublease or the occurrence of one or more force majeure events, Lessee shall
have the right to (x) purchase all of the Sites and the other Cross-Defaulted
Sites for an aggregate purchase price of $100 by giving Lessor written notice of
its exercise of such purchase option (which notice shall contain a reasonably
specific description of each of such events of default), and such option shall
be exercised pursuant to the provisions of Section 36, mutatis mutandis, and
Section 36 of the Cross Defaulted Master Leases and Subleases, mutatis mutandis,
except that the Option Purchase Price shall be $100 in the aggregate hereunder
and under the Cross-Defaulted Master Lease and Sublease and/or (y) terminate
Sprint Collocator's rights with respect to the leaseback or other use and
occupancy of the Sprint Collocation Space at any or all Sites. Notwithstanding
anything to the contrary contained herein, if Lessor disputes that it is in
default hereunder, and Lessor is determined to be in default pursuant to Section
31(h), if Lessor, within twenty (20) days following a determination that it is
in default under Section 31(h), commences cure of such default and diligently
completes same, an event of default with respect to Lessor shall not be deemed
to have occurred (it being understood that if the underlying "event of default"
occurred under another Cross-Defaulted Master Lease and Sublease, any cure
period shall run and cure right shall only be exercisable under and in
accordance with such Cross-Defaulted Master Lease and Sublease (and not
hereunder)). Any termination by Lessee of Sprint Collocator's rights with
respect to any or all Sites pursuant to this Section 31(b) shall not diminish or
limit any obligation of Sprint Collocator to pay the Sprint Collocation Charge
provided for herein or any other amounts with respect to such Site(s).

     (c) The following events constitute events of default by Sprint Collocator:

          (i) if Sprint Collocator fails to timely pay any portion of the Sprint
     Collocation Charge, and any such failure continues for ten (10) days after
     written notice from Lessee (it being understood the aggregate Sprint
     Collocation Charge is a single non-severable payment with respect to all of
     the Sites);

          (ii) if Sprint Collocator fails to timely pay any other amount payable
     under hereunder not constituting a portion of the Sprint Collocation
     Charge, and such failure continues for ten (10) days after written notice
     from Lessee;


                                       65



          (iii) if Sprint Collocator violates or breaches, or fails to observe,
     keep, satisfy, perform and comply with, any material agreement, term,
     covenant, condition, requirement, restriction or provision of this
     Agreement in respect of any Site, and (x) Sprint Collocator does not cure
     such violation, breach or failure within thirty (30) days after Lessee
     gives Sprint Collocator written notice of such violation, breach or
     failure, or (y) such violation, breach or failure (which is not a failure
     to pay money) is incapable of being cured within thirty (30) days, and
     Sprint Collocator does not commence to cure such violation, breach or
     failure within such thirty (30) day period and continuously prosecute the
     performance of the same to completion with due diligence;

          (iv) if Sprint Collocator becomes insolvent or makes an assignment for
     the benefit of creditors; or if any action is brought by Sprint Collocator
     seeking its dissolution or liquidation of its assets or seeking the
     appointment of a trustee, interim trustee, receiver or other custodian for
     any of its property; or if Sprint Collocator commences a voluntary
     proceeding under the Federal Bankruptcy Code; or if any action or petition
     is otherwise brought by Sprint Collocator seeking similar relief or
     alleging that it is insolvent or unable to pay its debts as they mature; or
     if any action is brought against Sprint Collocator seeking its dissolution
     or liquidation of any of its assets, or seeking the appointment of a
     trustee, interim trustee, receiver or other custodian for any of its
     property, and any such action is consented to or acquiesced in by Sprint
     Collocator or is not dismissed within ninety (90) days after the date upon
     which it was instituted; or if any proceeding under the Federal Bankruptcy
     Code is instituted against Sprint Collocator and (A) an order for relief is
     entered in such proceeding, or (B) such proceeding is consented to or
     acquiesced in by Sprint Collocator or is not dismissed within ninety (90)
     days after the date upon which it was instituted; or if any action or
     petition is otherwise brought against Sprint Collocator seeking similar
     relief or alleging that it is insolvent, unable to pay its debts as they
     mature or generally not paying its debts as they become due, and such
     action or petition is consented to or acquiesced in by Sprint Collocator or
     is not dismissed within ninety (90) days after the date upon which it was
     brought;

          (v) if Sprint Collocator rejects its rights to sublease or right to
     use any Site under Section 365 of the Bankruptcy Code; or

          (vi) the occurrence of any "event of default" by any Additional Master
     Lease Sprint Collocator under any Cross-Defaulted Master Lease and Sublease
     will be deemed a separate breach hereof and an "event of default"
     hereunder.

     (d) Upon the occurrence of any event of default by Sprint Collocator under
Sections 31(c)(i), 31(c)(iv) or 31(c)(v) or an event of default under Section
31(c)(vi) (provided, solely with respect to an event of default under Section
31(c)(vi), such event of default relates to an "event of default" by an
Additional Master Lease Sprint Collocator under Sections 31(c)(i), 31(c)(iv) or
31(c)(v) of a Cross-Defaulted Master Lease and Sublease), Lessee may terminate
this Agreement as to the leaseback or other use and occupancy of the Sprint
Collocation Space at any or all Sites leased, used or occupied by Sprint
Collocator by giving Sprint Collocator written notice of termination, and this
Agreement will be terminated as to such Sites thirty (30) days after Sprint
Collocator's receipt of such termination notice; provided, however that no such
notice of termination given as a result of a failure set forth in Section
31(c)(i) shall be effective


                                       66



unless and until such failure continues for an additional ten (10) Business Day
period after Lessee has given Sprint Collocator an additional written notice of
such failure which contains the following statement in capital letters and bold
face type: "THIS NOTICE CONSTITUTES THE FINAL NOTICE OF NON-PAYMENT AND IF YOU
FAIL TO PAY ALL OUTSTANDING AMOUNTS WITHIN TEN (10) BUSINESS DAYS AFTER THIS
NOTICE, YOUR RIGHTS UNDER THE MASTER LEASE AND SUBLEASE AGREEMENT MAY BE
TERMINATED." Upon the occurrence of any event of default by Sprint Collocator
under Section 31(c)(ii) as to the Sprint Collocation Space of a Site, Lessee may
terminate, at its election, this Agreement as to the applicable Site or Sprint
Collocator's leaseback or other use and occupancy of the Sprint Collocation
Space at such Site at any time prior to the ninetieth (90) day after the
occurrence of such event of default by giving Sprint Collocator written notice
of termination, and this Agreement will be terminated as to the applicable Site
or as to the applicable Sprint Collocation Space, as applicable, thirty (30)
days after Sprint Collocator's receipt of such termination notice. Additionally,
upon the occurrence of events of default not cured during the applicable time
period for curing same (whether of the same or different types) by Sprint
Collocator under Section 31(c) and/or by any Additional Master Lease Sprint
Collocators under Section 31(c) of any Cross-Defaulted Master Lease and
Sublease, which defaults hereunder and thereunder are in respect of more than
twenty percent (20%) of the Cross-Defaulted Sites, in the aggregate, during any
consecutive five (5) year period, which (i) results in material harm to the
business and operations of Lessee, and the Additional Master Lease Lessees, as a
collective whole, and subject to arbitration under Section 31(h) and Section
31(h) of the other Cross-Defaulted Master Leases and Subleases, as applicable
(it being understood if a right of arbitration is exercised with respect to
whether an "event of default" has occurred under any Cross-Defaulted Master
Lease and Sublease as to any particular "event of default" declared under such
Cross-Defaulted Master Lease and Sublease, such right may not be exercised a
second time hereunder as a result of the fact that such "event of default" is
also an event of default under Section 31(c)(vi)), as to any dispute as to
whether any event of default has occurred and is continuing, and (ii) such
default is not the result of any default of Lessee hereunder and/or a default of
an Additional Master Lease Lessee under any other Cross-Defaulted Master Lease
and Sublease or the occurrence of one or more force majeure events, Lessee shall
have the right to (x) purchase all of the Sites and the other Cross-Defaulted
Sites for an aggregate purchase price of $100 by giving Lessor written notice of
its exercise of such purchase option (which notice shall contain a reasonably
specific description of each of such events of default), and such option shall
be exercised pursuant to the provisions of Section 36, mutatis mutandis, and
Section 36 of the Cross Defaulted Master Leases and Subleases, mutatis mutandis,
except that the Option Purchase Price shall be $100 in the aggregate hereunder
and under the Cross-Defaulted Master Lease and Sublease and/or (y) terminate
Sprint Collocator's rights with respect to the leaseback or other use and
occupancy of the Sprint Collocation Space at any or all Sites. Notwithstanding
anything to the contrary contained herein, if Sprint Collocator disputes that it
is in default hereunder, and Sprint Collocator is determined to be in default
pursuant to Section 31(h), if Sprint Collocator, within twenty (20) days
following a determination that it is in default under Section 31(h), commences
cure of such default and diligently completes same, an event of default with
respect to Sprint Collocator shall not be deemed to have occurred (it being
understood that if the underlying "event of default" occurred under another
Cross-Defaulted Master Lease and Sublease, any cure period shall run and cure
right shall only be exercisable under and in accordance with such
Cross-Defaulted Master Lease and Sublease (and not hereunder)).


                                       67



     (e) The following events constitute events of default by Lessee:

          (i) (A) if Lessee fails to timely pay Ground Rent as provided in
     Section 4(a) or otherwise fails to perform any obligation assumed by Lessee
     hereunder under any Ground Lease as provided in Section 4(a) and such
     failure continues for more than (x) ten (10) days, or (y) if the cure
     period under the Ground Lease is (I) less than ten (10) days, such lesser
     period of time or (II) is greater than ten (10) days, such greater period
     of time, in each case after written notice from Lessor or the applicable
     Sprint Additional Party, or (B) if Lessee otherwise fails to make payment
     of any amount due under this Agreement and such failure continues for more
     than ten (10) days after written notice from Lessor (provided, the
     foregoing shall not be a default if Lessee is in a good faith dispute under
     a Ground Lease, and the Ground Lessor thereunder may not exercise any right
     to terminate the Ground Lease during the pendancy of such dispute);

          (ii) if Lessee violates or breaches, or fails to fully and completely
     observe, keep, satisfy, perform and comply with, any material term,
     covenant, condition, requirement, restriction or provision of this
     Agreement with respect to any Site, and does not cure such violation,
     breach or failure within thirty (30) days after Lessor or Sprint Collocator
     gives Lessee written notice of such failure, or, if such failure (which is
     not a failure to pay money) can be cured, but not within thirty (30) days,
     and Lessee does not commence to cure such failure within such thirty (30)
     day period and continuously prosecute the performance of the same to
     completion with due diligence;

          (iii) if Lessee becomes insolvent or makes an assignment for the
     benefit of creditors; or if any action is brought by Lessee seeking its
     dissolution or liquidation of its assets or seeking the appointment of a
     trustee, interim trustee, receiver or other custodian for any of its
     property; or if Lessee commences a voluntary proceeding under the Federal
     Bankruptcy Code; or if any action or petition is otherwise brought by
     Lessee seeking similar relief or alleging that it is insolvent or unable to
     pay its debts as they mature; or if any action is brought against Lessee
     seeking its dissolution or liquidation of any of its assets, or seeking the
     appointment of a trustee, interim trustee, receiver or other custodian for
     any of its property, and any such action is consented to or acquiesced in
     by Lessee or is not dismissed within ninety (90) days after the date upon
     which it was instituted; or if any proceeding under the Federal Bankruptcy
     Code is instituted against Lessee and (A) an order for relief is entered in
     such proceeding, or (B) such proceeding is consented to or acquiesced in by
     Lessee or is not dismissed within ninety (90) days after the date upon
     which it was instituted; or if any action or petition is otherwise brought
     against Lessee seeking similar relief or alleging that it is insolvent,
     unable to pay its debts as they mature or generally not paying its debts as
     they become due, and such action or petition is consented to or acquiesced
     in by Lessee or is not dismissed within thirty (30) days after the date
     upon which it was brought;

          (iv) If the leaseback to Sprint Collocator or other right by Sprint
     Collocator to use and occupy the Sprint Collocation Space is rejected by
     Lessee under Section 365 of the Federal Bankruptcy Code; or


                                       68



          (v) The occurrence of any "event of default" by any Additional Master
     Lease Lessee under any Cross-Defaulted Master Lease and Sublease will be
     deemed a separate breach hereof and an "event of default" hereunder.

     (f) Upon the occurrence of any event of default by Lessee under Section
31(e) in respect of any Site (or if Lessor or any applicable Sprint Additional
Party elects to terminate this Agreement in respect of any Site pursuant to
Section 12(c)), Lessor or any applicable Sprint Additional Party may terminate
this Agreement as to the applicable Site by giving Lessee written notice of
termination, and this Agreement will be terminated as to such Site, at the time
designated by Lessor or Sprint Collocator, as applicable, in its notice of
termination to Lessee, unless otherwise provided herein. Upon (i) the occurrence
of events of default not cured during the applicable time period for curing same
(whether of the same or different types), by Lessee under Section 31(e) and/or
by any Additional Master Lease Lessee under Section 31(e) of any Cross-Defaulted
Master Lease and Sublease, which defaults hereunder and thereunder are in
respect of more than twenty percent (20%) of the Cross-Defaulted Sites, in the
aggregate, during any consecutive five (5) year period, which (A) results in
material harm to the business and operations of Lessor, Sprint Collocator, the
Additional Master Lease Lessors and Additional Master Lease Collocators, as a
collective whole, and subject to arbitration under Section 31(h) and Section
31(h) of the other Cross-Defaulted Master Leases and Subleases, as applicable
(it being understood if a right of arbitration is exercised with respect to
whether an "event of default" has occurred under any Cross-Defaulted Master
Lease and Sublease as to any particular "event of default" declared under such
Cross-Defaulted Master Lease and Sublease, such right may not be exercised a
second time hereunder as a result of the fact that such "event of default" is
also an event of default under Section 31(e)(v)), and, (B) such default is not
the result of any default of Lessor or Sprint Collocator hereunder and/or a
default of an Additional Master Lease Lessor or Additional Master Lease
Collocator or the occurrence of one or more force majeure events, and (ii)
failure of Guarantor after reasonable advance notice from Lessor to perform its
payment obligations under Section 42 with respect to such event of default,
Lessor or Sprint Collocator may terminate this Agreement as to all Sites, by
giving Lessee written notice of termination (which notice shall contain a
reasonably specific description of each of such events of default), and this
Agreement will be terminated as to all Sites at the time designated by Lessor or
Sprint Collocator in its notice of termination to Lessee. Notwithstanding
anything to the contrary contained herein, if Lessee disputes that it is in
default hereunder, and Lessee is determined to be in default pursuant to Section
31(h), if Lessee (or Guarantor), within twenty (20) days following a
determination that it is in default under Section 31(h), commences cure of such
default and diligently completes same, an event of default with respect to
Lessor shall not be deemed to have occurred (it being understood that if the
underlying "event of default" occurred under another Cross-Defaulted Master
Lease and Sublease, any cure period shall run and cure right shall be
exercisable only under such Cross-Defaulted Master Lease and Sublease (and not
hereunder)).

     (g) Lessor, Sprint Collocator or Lessee, as applicable, may pursue any
remedy or remedies provided in this Agreement or any remedy or remedies provided
for or allowed by law or in equity, separately or concurrently or in any
combination, including, without limitation, (i) specific performance or other
equitable remedies; or (ii) money damages arising out of such default; or (iii)
in the case of Lessee's default, Lessor or Sprint Collocator may perform, on
behalf of Lessee, Lessee's obligations under the terms of this Agreement
pursuant to Section 31.


                                       69



Any exercise of remedies under any Cross-Defaulted Master Lease and Sublease
shall not limit or prevent the exercise of remedies hereunder.

     (h) Notwithstanding anything in this Agreement to the contrary, if (i) any
Party receives any notice of a default under this Agreement or (ii) Lessor, or
any Sprint Additional Party or Sprint Collocator gives Lessee a notice of
termination pursuant to Section 31(f), or (iii) Lessee gives Lessor or any
Sprint Additional Party a notice of termination under Section 31(b) or Section
31(d) (as applicable) the Party receiving any such notice shall have the right,
within ten (10) days after receipt of such notice (the "DECISION PERIOD"), to
initiate arbitration proceedings to determine the existence of any such default
or termination right. To the extent any such notices are also delivered at or
about the same time under other Cross-Defaulted Master Leases and Subleases, any
arbitration hereunder and under the other Cross-Defaulted Master Leases and
Subleases shall be one consolidated arbitration conducted by the same
arbitrators. Such arbitration proceedings will be initiated with three Qualified
Arbitrators, with one selected by each of Lessor and Lessee and the third
mutually selected by the Parties, each Party acting reasonably, and if the
Parties cannot agree the third arbitrator shall, selected by the two other
arbitrators. The arbitration will be held in Chicago, Illinois or such other
location as is mutually agreeable to the Parties. All arbitrations will be
governed by the applicable commercial rules of the American Arbitration
Association ("AAA") for accelerated arbitration proceedings. The arbitrators
will prepare in writing, and provide to the Parties, such arbitrators'
determination, including factual findings and the reasons on which the
determination was based. The decision of a majority of the arbitrators will be
final, binding and conclusive and will not be subject to review or appeal and
may be enforced in any court having jurisdiction over the Parties. During the
Decision Period and thereafter, if a Party elects to initiate arbitration
proceeding under this Section 31(h), until the conclusion of the arbitration
proceedings and the rendering of the decision of the arbitrators, any right or
remedy provided under this Agreement to the Party alleging the default or
termination right may not be exercised. "QUALIFIED ARBITRATOR" shall mean a
person with at least ten years experience in the commercial real estate
business, including experience with cellular tower assets.

     (i) A Party's pursuit of any one or more of the remedies provided in this
Agreement will not constitute an election of remedies excluding the election of
another remedy or other remedies, or a forfeiture or waiver of any amounts
payable under this Agreement as to the applicable Site by such Party or waiver
of any relief or damages or other sums accruing to such Party by reason of the
other Party's failure to fully and completely keep, observe, perform, satisfy
and comply with all of the agreements, terms, covenants, conditions,
requirements, provisions and restrictions of this Agreement. Notwithstanding
anything to the contrary contained in this Agreement, neither Party will be
liable to the other Party for indirect, incidental, special or consequential
damages, including but not limited to lost profits, however arising, even if a
Party has been advised of the possibility of such damages.

     (j) Either Party's forbearance in pursuing or exercising one or more of its
remedies will not be deemed or construed to constitute a waiver of any event of
default or of any remedy. No waiver by either Party of any right or remedy on
one occasion will be construed as a waiver of that right or remedy on any
subsequent occasion or as a waiver of any other right or remedy then or
thereafter existing. No failure of either Party to pursue or exercise any of its
powers, rights or remedies or to insist upon strict and exact compliance by the
other Party with any


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agreement, term, covenant, condition, requirement, provision or restriction of
this Agreement, and no custom or practice at variance with the terms of this
Agreement, will constitute a waiver by either Party of the right to demand
strict and exact compliance with the terms and conditions of this Agreement.
Except as otherwise provide herein, any termination of this Agreement pursuant
to Sections 31(b), 31(d) or 31(f), or partial termination of a Parties' rights
hereunder, shall not terminate or diminish any Parties' rights with respect to
the obligations that were to be performed on or before the date of such
termination.

     SECTION 32. QUIET ENJOYMENT.

     Lessee will, subject to the terms and conditions of this Agreement,
peaceably and quietly hold and enjoy the Leased Property of each Master Lease
Site and shall have the right provided herein to operate each Pre-Lease Site
during the Term thereof without hindrance or interruption from Lessor, any Party
comprising Sprint or any other Sprint Group Member.

     SECTION 33. NO MERGER.

     There will be no merger of this Agreement or any subleasehold interest or
estate created by this Agreement in any Site with any superior estate held by a
Party by reason of the fact that the same Person may acquire, own or hold,
directly or indirectly, both the subleasehold interest or estate created by this
Agreement in any Site and such superior estate; and this Agreement will not be
terminated, in whole or as to any Site, except as expressly provided in this
Agreement. Without limiting generality of the foregoing provisions of this
Section 33, there will be no merger of the subleasehold interest or estate
created by this Agreement in Lessee in any Site with any with any underlying fee
interest that Lessee may acquire in any Site that is superior or prior to such
subleasehold interest or estate created by this Agreement in Lessee.

     SECTION 34. BROKER AND COMMISSION.

     (a) All negotiations in connection with this Agreement have been conducted
by and between Lessor, Lessee and Sprint without the intervention of any Person
or other party as agent or broker other than Banc of America Securities LLC and
Citigroup Global Markets Inc. (the "FINANCIAL ADVISORS"), which are advising
Sprint Parent in connection with this Agreement and related transactions.

     (b) Each of Lessor, Lessee and Sprint Collocator (on behalf of its
Affiliates) warrants and represents to the other that there are no broker's
commissions or fees payable by it in connection with this Agreement by reason of
its respective dealings, negotiations or communications other than the advisor's
fee payable to the Financial Advisors which will be payable by Sprint Parent.
Lessor, Lessee and Sprint Collocator will, and do hereby indemnify, defend and
hold harmless each other from and against the Claims of any and all brokers,
agents and other intermediaries alleging a commission, fee or other payment to
be owing by reason of their respective dealings, negotiations or communications
in connection with this Agreement.

     SECTION 35. RECORDING OF MEMORANDUM OF AGREEMENT OR SITE DESIGNATION
SUPPLEMENT.


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     (a) Subject to the applicable provisions of the Agreement to Lease and
Sublease, for each Master Lease Site, upon the execution of this Agreement or
after any Conversion Closing, Lessee may, at its cost and expense, cause a
memorandum of agreement in the form attached hereto as Exhibit B to be filed in
the appropriate County property records (unless the Ground Lease for any
applicable Master Lease Site prohibits such recording) to provide constructive
notice to third parties of existence of this Agreement. In addition, Lessee may,
at its cost and expense, promptly following the execution of each Site
Designation Supplement, cause such Site Designation Supplement with respect to
the applicable Master Lease Site to be filed in the appropriate County property
records unless the Ground Lease for the applicable Site prohibits such
recording. The costs of recording the Site Designation Supplements shall be paid
as set forth in Section 3.8 of the Agreement to Lease and Sublease.

     (b) In addition to and not in limitation of any other provision of this
Agreement, the Parties will have the right to review and make corrections, if
necessary, to any and all exhibits to this Agreement or to the Site Designation
Supplements. After making such corrections, Lessee will re-record such Site
Designation Supplement to reflect such corrections, if requested by any Party,
at the expense of the requesting Party. The Parties will cooperate with each
other to cause changes to be made in the Site Designation Supplement for such
Site, if such changes are requested by either Party to evidence any permitted
changes in the description of the Sprint Collocation Space respecting such Site,
including, without limitation changes in Sprint Collocator's antennas or other
parts of its Communications Facility at such Site. In addition to, and not in
limitation of the foregoing, either Party will have the right, at its sole
expense, to cause any amendment to such Site Designation Supplement to be
recorded, including without limitation, in connection with such changes.

     SECTION 36. PURCHASE OPTION.

     (a) RIGHT TO PURCHASE. If this Agreement will not have been earlier
terminated, or an event of default by Lessee will not have occurred and be
continuing at the date of option exercise or the date fixed for purchase (as
such date is specified below), Lessee will have an option, exercisable no
earlier than one (1) year and no later than one hundred twenty (120) days prior
to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to elect to
purchase the right, title and interest of Lessor and any applicable Party
comprising Sprint or any other Person holding an interest therein by, through or
under Sprint or by acquisition thereof from Sprint from, on and after the
Effective Date (collectively, the "OPTION SELLERS") in all (but not less than
all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites,
Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s))
then subject to this Agreement for the net aggregate Option Purchase Price
attributable to the Purchase Sites (and on the other terms and subject to the
conditions specified in this Agreement). Lessee may exercise such purchase
option by submitting to the Option Sellers in writing an offer to purchase all
of the Purchase Sites within the Option Trigger Window in accordance with the
terms hereof, provided further, Lessee may only exercise such option if at or
about the same time as the exercise by Lessee of its purchase option hereunder,
each Additional Master Lease Lessee exercises its respective purchase option
pursuant to Section 36 of its respective Additional Master Leases and Sublease.
The Option Sellers will be obligated to sell, and Lessee will be obligated to
buy, all such Master Lease Sites at a closing to be effective as of the Purchase
Option Closing Date. Except as provided in this Section 36, Lessee will have no
right or option to purchase any Sites subject to


                                       72



this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf
of all Persons acquiring an interest in any Site (except for a Sprint Market
Assignee who signs a separate collocation agreement with Lessee) that their
rights in and to the Sites are subject to the provisions of this Section 36.

     (b) PAYMENT OF THE OPTION PURCHASE PRICE. Lessee will pay to the Option
Sellers the net aggregate Option Purchase Price for the Purchase Sites in cash
or immediately available funds on or prior to the closing of such sale. At the
closing of such sale, each of the Option Sellers will transfer or cause to be
transferred its applicable Purchase Sites, at Lessee's expense, to Lessee and
the Term as to the Purchase Sites will end. Risk of loss for the Purchase Sites
purchased pursuant to this Section 36 will pass from the Option Sellers to
Lessee upon payment of the applicable purchase price by Lessee to the Option
Sellers.

     (c) TRANSFER BY LESSOR. Any transfer of Purchase Sites by the Option
Sellers to Lessee pursuant to this Section 36 will include:

          (i) an assignment of each Option Seller's interest in any Ground Lease
     for such Purchase Site (which shall contain an assumption by Lessee of all
     of the obligations of such Option Seller under such Ground Lease and an
     agreement by Lessee to indemnify such Option Seller and each other Sprint
     Indemnitee from claims, losses or damages related to such obligations), a
     transfer of fee simple title to the Land for any Purchase Site which is an
     Owned Purchase Site, a transfer of each such Option Seller' interest in the
     applicable Tower and related assets (other than Sprint's Improvements or
     Sprint's Communications Equipment) and all appurtenances thereto; provided,
     that for so long as the Ground Lease, as amended, modified, or extended, is
     still in effect for any Purchase Site, Sprint Collocator will be entitled
     to lease the Sprint Collocation Space on each such Purchase Site from
     Lessee for successive five (5) year terms at rental rate equal to the
     then-current market rental rates for comparable locations; provided, that
     the Sprint Collocation Charge will thereafter be subject to increase on an
     annual basis at the beginning of each five (5) year term in an amount equal
     to the CPI Change; provided, if Lessee and Sprint Collocator fail to agree
     on a rental rate for one or more of the Purchase Sites, such rental rate
     will be determined for each applicable Purchase Site by a nationally
     recognized independent accounting firm mutually acceptable to Sprint
     Collocator and Lessee. The cost of the determination of the rental rate
     will be shared equally by Sprint Collocator and Lessee. Sprint Collocator
     will have the right to elect to terminate any such lease with respect to a
     Purchase Site as of the expiration of each five (5) year term by giving no
     less than sixty (60) days prior written notice of such termination to
     Lessee;

          (ii) to the extent legally transferable, all rights of each such
     Option Seller under or pursuant to warranties, representations and
     guarantees made by suppliers or manufacturers in connection with such
     Purchase Site, but excluding any rights to receive amounts under such
     warranties, representations and guarantees representing reimbursements for
     items paid by such Option Seller; and

          (iii) to the extent legally transferable, all known and unknown
     rights, claims, credits, causes of action, or rights to commence any causes
     of action or rights of


                                       73



     setoff of each such Option Seller against third parties relating to such
     Purchase Site arising on or after the date of transfer, including
     unliquidated rights under manufacturers' and vendors' warranties, but
     excluding all amounts representing reimbursements for items paid by such
     Option Seller.

     (d) EVIDENCE OF TRANSFER. Each of the Option Sellers and Lessee will enter
into assignments, deeds (with warranties of title as to such Option Sellers'
actions only), bills of sale and such other documents and instruments as the
other may reasonably request to evidence any transfer of such Purchase Sites.

     (e) TRANSFER TAXES. Any Transfer Taxes incurred in connection with the
transfer of Purchase Sites by the Option Sellers to Lessee pursuant to this
Section 36 will be divided equally between Lessor and Lessee.

     (f) NO WARRANTIES. Any transfer of a Purchase Site by any Option Seller to
Lessee pursuant to this Agreement will be "AS IS" and without any warranty
whatsoever by such Option Seller, except that in any transfer of a Purchase Site
by any such Option Seller to Lessee pursuant to this Agreement, such Option
Seller will warrant that the Option Seller has not previously transferred title
to such Purchase Site that is so transferred and will convey the interest of
such Option Seller with limited warranty stating that the Purchase Site is free
of Liens or other matters created or arising by, through or under the Option
Seller or any other Sprint Group Member from and after the Effective Date.

     SECTION 37. NET LEASE.

     This Agreement, insofar as it relates to the lease or the use and operation
by Lessee of any Site or the Leased Property on any Site is a net lease and,
except as otherwise expressly provided in Sections 14, 20, 31 and 41 of this
Agreement, will not terminate. Neither Lessee nor Sprint Collocator will be
entitled to any abatement, reduction, setoff, counterclaim, defense or deduction
with respect to any Rent, Pre-Lease Rent, Sprint Collocation Charge, amount
payable under Section 11(h) or other sum payable under this Agreement. Except as
otherwise expressly provided in Sections 14, 20, 31 and 41 of this Agreement,
the obligation of Lessee and Sprint Collocator under this Agreement will not be
affected by reason of: (a) any damage to or destruction of any Site or any part
of such Site by any cause whatsoever; (b) any condemnation of any Site; (c) any
prohibition, limitation, restriction or prevention of Lessee's use or enjoyment
of a Site by any Person; (d) any matter affecting title to any Site or any part
of such Site; (e) any loss of use or possession by Lessee of a Site or any
portion of such Site, by reason of title paramount or otherwise; (f) the
invalidity or unenforceability of any provision of this Agreement or the
impossibility or illegality of performance by Lessor or Lessee or both; (g) any
action of any Governmental Authority; or (h) any other cause or occurrence
whatsoever, whether similar or dissimilar to the foregoing.

     SECTION 38. COMPLIANCE WITH SPECIFIC FCC REGULATIONS.

     (a) Lessee understands and acknowledges that Tower Subtenants are engaged
in the business of operating Communications Equipment at each Site. The
Communications Equipment is subject to the regulations of the FCC, including
without limitation regulations


                                       74



regarding exposure by workers and members of the public to the radio frequency
emissions generated by Sprint's Communications Equipment. Lessee acknowledges
that such regulations prescribe the permissible exposure levels to emissions
from the Communications Equipment which can generally be met by maintaining safe
distances from such Communications Equipment. To the extent Lessee is required
to do so under applicable FCC regulations, Lessee will install, or cause the
Tower Subtenants to install, at its or their expense, such marking, signage or
barriers to restrict access to any Site as Lessee deems necessary in order to
comply with the applicable FCC regulations, with respect to Communications
Equipment other than Sprint's Communications Equipment, and with respect to
Sprint's Communications Equipment, Sprint Collocator will install same. To the
extent Lessee is required to do so under applicable FCC regulations, Lessee
further agrees to post, or to cause the Tower Subtenants to post, prominent
signage at all points of entry to each Site containing instructions as to any
potential risk of exposure and methods for minimizing such risk, with respect to
Communications Equipment other than Sprint's Communications Equipment, and with
respect to Sprint's Communications Equipment Sprint Collocator will install
same. Lessee will cooperate in good faith with Sprint Collocator to minimize any
confusion or unnecessary duplication that could result in similar signage being
posted with respect to any of Sprint's Communications Equipment at or near any
Site in respect of any Sprint Collocation Space on such Site.

     (b) Lessee further agrees to alert all personnel working at or near each
Site, including Lessee's maintenance and inspection personnel, to heed all of
Lessee's or Tower Subtenant's signage or restrictions with respect to such Site,
to maintain the prescribed distance from the Communications Equipment, and to
otherwise follow the posted instructions. Lessee further agrees to give each
Tower Subtenant at least ten (10) days' advance written notice of any repair or
maintenance work to be performed on any Site which would require work in closer
proximity to the Communications Equipment than prescribed by the signage or
restrictions, to abide by any provisions in the Collocation Agreement related to
such work and allow such work to be monitored by such Tower Subtenant, if
required by such Tower Subtenant.

     (c) Lessor and Sprint Collocator will cooperate (and Sprint Collocator
shall cause its Affiliates to cooperate) with each Tower Subtenant on a
going-forward basis with respect to each Site in order to help insure that such
Tower Subtenant complies with the applicable FCC regulations.

     (d) Sprint Collocator acknowledges and agrees that Sprint's Communications
Equipment at each Site is subject to the regulations of the FCC, including,
without limitation, regulations regarding exposure by workers and members of the
public to the radio frequency emissions generated by Sprint's Communications
Equipment and Sprint Collocator agrees to comply (and Sprint Collocator shall
cause its Affiliates to comply) with all FCC Regulations and all other
Applicable Laws. Sprint Collocator acknowledges that such regulations prescribe
the permissible exposure levels to emissions from its Communications Equipment
which can generally be met by maintaining safe distances from such
Communications Equipment. Sprint Collocator will install at its expense such
marking, signage, or barriers to restrict access to any of Sprint's
Communications Equipment on a Site in respect of any Sprint Collocation Space on
such Site as Sprint Collocator deems necessary in order to comply with the
applicable FCC regulations. Sprint Collocator will cooperate in good faith with
Lessee to minimize any confusion or unnecessary duplication that could result in
similar signage being posted with


                                       75



respect of any Sprint Collocation Space on such Site. Sprint Collocator, at its
option, may also install signage at any Site identifying Sprint's Communication
Facility at such Site and providing for contact information in the case of
emergency.

     (e) Sprint Collocator further agrees to alert all personnel working at or
near each Site, including Sprint Collocator's maintenance and inspection
personnel, to maintain the prescribed distance from the Communications
Equipment, and to otherwise follow the posted instructions of Lessee.

     SECTION 39. TAX INDEMNITIES.

     (a)  INCOME TAX INDEMNITY.

          (1) TAX ASSUMPTIONS. In entering into this Agreement and related
documents, the Sprint Group has made the following assumptions regarding the
characterization of the transactions contemplated under this Agreement for
federal income tax purposes (the "TAX ASSUMPTIONS"):

          (i) for federal income tax purposes, this Agreement will be treated as
     a "true lease" with respect to all of the Leased Property, the members of
     the Sprint Group will be treated, directly or indirectly through one or
     more entities that are classified as partnerships or disregarded entities
     for federal income tax purposes, as the owners and sublessors of the Leased
     Property, and Lessee will be treated (or, if Lessee is a disregarded entity
     for federal income tax purposes, the entity treated as the owner of Lessee
     for federal income tax purposes) as the lessee of the Leased Property;

          (ii) following the execution of this Agreement, the Sprint Group will
     be entitled to deduct, pursuant to Section 168(b) of the Code, depreciation
     deductions with respect to the Sprint Group's adjusted tax basis in the
     Leased Property using the same depreciation method(s) as in effect
     immediately before the execution of this Agreement ("FEDERAL DEPRECIATION
     DEDUCTIONS");

          (iii) prepaid Rent and Pre-Lease Rent with respect to each Site will
     be paid under a single lease subject to Section 467 of the Code and will be
     characterized in part as a loan under section 467 of the Code and Treasury
     Regulations issued under such section and the Sprint Group will be entitled
     to deduct interest attributable thereto with respect to each Site as set
     forth in Exhibit H;

          (iv) the only amounts that any Sprint Group Member will be required to
     include in gross income with respect to the transactions contemplated by
     this Agreement and related documents will be (A) Rent and Pre-Lease Rent as
     it accrues as rent in accordance with the terms of this Agreement and the
     application of Section 467 of the Code and Treasury Regulations issued
     under such section and as set forth in Exhibit H with respect to each Site;
     (B) any indemnity (including any gross up) pursuant to this Agreement; (C)
     any amounts paid or otherwise recognized pursuant to a voluntary sale or
     other disposition by any Sprint Group Member (other than a sale or
     disposition attributable to a default by Lessee and/or the exercise of
     remedies by Lessor or Sprint or


                                       76



     its Affiliates under this Agreement) of any Leased Property, it being
     understood for these purposes that a sale or disposition that may be deemed
     to have occurred on the Effective Date is not a sale; (D) proceeds upon
     Lessee's exercise of the purchase option pursuant to Section 36 of this
     Agreement; (E) any costs and expenses of Lessor or Sprint (and any interest
     thereon) paid or reimbursed by Lessee pursuant to this Agreement; (F)
     income attributable to the reversion of Alterations made by Lessee to
     Lessor at the end of the Term; (G) amounts expressly identified as interest
     in the Agreement and payable to Lessor or any Sprint Group Member; (H) any
     other amount to the extent such item of income results in an equal and
     offsetting deduction; and (I) any income or gain from an acceleration of
     Rent or Pre-Lease Rent as a result of the expiration or termination of a
     ground lease with respect to a Site listed in paragraphs 9 through 15 of
     Section 4.5 of the Contributors Disclosure Letter (as defined in the
     Agreement to Lease and Sublease); and

          (v) the combined effective federal and net state income Tax rate
     applicable to each Sprint Group Member will be thirty-nine percent (39%)
     (the "ASSUMED RATE"), comprised of thirty-five percent (35%) for the
     assumed federal rate and four percent (4%) (which is net of federal income
     Tax benefits) for the assumed state rate.

          (2) LESSEE'S REPRESENTATIONS AND COVENANTS. Lessee hereby represents
and covenants to each Sprint Group Member as follows:

          (i) Lessee, any Affiliate of Lessee, any assignee or sublessee of
     Lessee, and any user (other than Lessor or Sprint or its Affiliates) of any
     portion of the Leased Property will not claim depreciation deductions as
     the owner of any of the Leased Property for federal income Tax purposes
     during the Term (and thereafter unless Lessee purchases such property
     pursuant to Section 36 of this Agreement), with respect to such Leased
     Property or portion of such Leased Property, except with respect to
     Alterations financed by Lessee or such assignee, sublessee, or other user,
     nor will they take any other action in connection with filing a Tax return
     or otherwise which would be inconsistent with (i) the treatment of the
     Sprint Group Members as the direct or indirect owners and lessors of the
     Leased Property for federal income tax purposes, (ii) the Tax Assumptions,
     or (iii) Section 11 and Exhibit H of this Agreement.

          (ii) none of the Leased Property will constitute "tax-exempt use
     property" as defined in Section 168(h) of the Code other than solely as a
     result of use by Lessor, Sprint or its Affiliates and any other Person that
     is a Tower Subtenant as of the date of the Agreement to Lease and Sublease;

          (iii) on the Effective Date, no Alterations to any of the Leased
     Property will be required in order to render any of the Leased Property
     complete for its intended use by Lessee except for ancillary Severable
     Alterations that are customarily selected and furnished by lessees of
     property similar in nature to the Leased Property;

          (iv) Lessee has no current plan or intention of making any Alteration
     or repair with respect to any of the Leased Property that would not be
     treated as severable improvements or permitted nonseverable improvements
     within the meaning of Revenue Procedure 2001-28, 2001-1 C.B. 1156;


                                       77



          (v) Lessee has no current plan or intention of making any Alteration
     or repair with respect to any of the Leased Property the value of which as
     of the end of the Term with respect to such Leased Property would compel
     Lessee to exercise any of the purchase options under Section 36 of this
     Agreement; and

          (vi) Lessee is not obligated to exercise any of the purchase options
     provided in Section 36 of this Agreement, it has not decided whether it
     will exercise any of the purchase options provided in Section 36 of this
     Agreement, and it has no plans to enter into or incur such obligation or to
     make such decision in the immediate future.

          (3) INDEMNITY FOR TAX LOSSES.

          (i) If, as a result of

               (A) the inaccuracy of any representation of Lessee, or the breach
          of any covenant of Lessee, set forth in Section 39(a)(2) of this
          Agreement;

               (B) any act of Lessee, or any assignee or sublessee of Lessee or
          any user of the Leased Property (other than Lessor or Sprint or its
          Affiliates) during the Term, other than (i) the execution or delivery
          of the Transaction Documents and (ii) any act required under the
          Transaction Documents or any Permitted Act;

               (C) the failure by Lessee to perform any act required of it under
          any of the Transaction Documents;

               (D) any disposition of Leased Property attributable to a default
          by Lessee and/or the exercise of remedies under this Agreement;

               (E) the bankruptcy of Lessee; or

               (F) An inaccuracy, breach, act, or omission of or by Lessee under
          Section 39(a)(3) of any Cross-Defaulted Master Lease and Sublease.

any Sprint Group Member (each a "TAX INDEMNITEE") will not claim on the relevant
income tax return based upon a written opinion from independent tax counsel
reasonably acceptable to Lessee (setting forth in reasonable detail the facts
and analysis upon which such opinion is based) that there is no reasonable basis
as defined in Treas. Reg. Section 1.6662-3(b)(3) as in effect on the Effective
Date for claiming all or any portion of the Federal Income Tax Benefits, will
lose the right to claim all or any portion of the Federal Income Tax Benefits,
will suffer a loss of, disallowance of, or delay in obtaining all or any portion
of the Federal Income Tax Benefits, or will be required to recapture all or any
portion of the Federal Income Tax Benefits, or any Tax Indemnitee will suffer an
Inclusion (any such event being referred to as a "TAX LOSS"), then, within
thirty (30) days after receipt of a written demand from or on behalf of the Tax
Indemnitee


                                       78



describing in reasonable detail the Tax Loss and the computation of the amount
payable (a "TAX INDEMNITY NOTICE"), Lessee will pay to such Tax Indemnitee as an
indemnity the amount specified in the Tax Indemnity Notice. Subject to other
adjustments required by this Section 39(a)(3)(i), such indemnity payment will be
calculated in the Tax Indemnity Notice to equal, on an After-Tax Basis, the sum
of (y) the amounts of any additional federal and state income taxes payable by
such Tax Indemnitee for the taxable year (calculated at the Assumed Rate in the
case of a Tax Loss respecting Federal Income Tax Benefits and calculated at the
highest marginal applicable federal and state rates then in effect in the case
of a Tax Loss respecting an Inclusion) and any interest thereon (calculated to
the date such payment is made using the actual interest rates for underpayments
of tax applicable to the relevant periods), plus (z) the amount of any penalties
and additions to tax actually payable as a result of such Tax Loss and
attributable thereto. The indemnity payment will be a net lump-sum amount,
taking into account all past and anticipated future Tax Losses and Tax savings
at the Assumed Rate, and using a discount rate equal to the Applicable Federal
Rate (as defined in Code Section 1274(d)(1) then in effect) to present value
future Tax Losses and Tax savings. Any indemnity payment made pursuant to this
Section 39(a)(3)(i) will be made on an "AFTER-TAX BASIS" which means that any
such payment will also include a "gross-up" for any federal or state income
Taxes (determined at the highest marginal applicable federal and state rates
then in effect) payable by such Tax Indemnitee with respect to the receipt or
accrual of such indemnity payment, including such gross-up. Notwithstanding any
other provision of this Section 39(a)(3)(i) to the contrary, Lessee will not be
required to make any payment under this Section 39(a)(3)(i) earlier than, (a) in
the case of a Tax Loss that is not being contested pursuant to Section 39(d) of
this Agreement, the date such Tax Indemnitee (or the common parent of the
consolidated group in which it is a member, as the case may be) files the
applicable federal income Tax return, estimated or final as the case may be,
which would first properly reflect the additional federal income Tax that would
be due as a result of the Tax Loss and (b) in the case of a Tax Loss that is
being contested pursuant to Section 39(d) of this Agreement, thirty (30) days
after the date on which a Final Determination is made (or as otherwise provided
in Section 39(d)) and (c) twenty (20) days after the receipt by Lessee of the
Tax Indemnity Notice.

          (ii) Verification of Calculations. Lessee may timely request that any
     Tax Indemnity Notice be verified by a nationally recognized independent
     accounting firm or a lease advisory firm selected by Lessee and reasonably
     acceptable to such Tax Indemnitee. Such verification will be at Lessee's
     expense unless such accounting firm determines that the amount payable by
     Lessee is more than ten percent less than the amount shown on the Tax
     Indemnity Notice, in which event the Tax Indemnitee will pay such costs. In
     order to enable such independent accountants to verify such amounts, the
     Tax Indemnitee will provide to such independent accountants (for their
     confidential use and not to be disclosed to Lessee or any other person) all
     information reasonably necessary for such verification.

          (4) EXCEPTIONS. Notwithstanding any provision of this Section 39(a) to
the contrary, Lessee will not be required to make any payment to any Tax
Indemnitee in respect of any Tax Loss to the extent that any such Tax Loss
occurs as a result of one or more of the following:


                                       79



          (i) other than as a result of an Alteration by Lessee, the entry into
     a New Lease under Section 40 of this Agreement or any severance of this
     Agreement under Section 41, the determination that this Agreement is not a
     "true lease" for federal income tax purposes or that the members of the
     Sprint Group, directly or indirectly through one or more entities that are
     classified as partnerships or disregarded entities for federal income tax
     purposes, are not the owners or sublessors of the Leased Property, or that
     Section 467 of the Code does not apply to this Agreement in accordance with
     its terms;

          (ii) the voluntary sale, assignment, transfer, or other disposition or
     the involuntary sale, assignment, transfer, or other disposition
     attributable to the bankruptcy, insolvency or the breach of any covenant or
     obligation of the Tax Indemnitee set forth in the Transaction Documents of
     or by any such Tax Indemnitee or any of its Affiliates, in either case, of
     any of the Leased Property or portion of such Leased Property by any such
     Tax Indemnitee or any of its Affiliates other than a sale, assignment,
     transfer, or disposition (A) contemplated by the Transaction Documents; (B)
     otherwise resulting from the exercise by any Sprint Group Member of its
     rights or performance of its obligations under the Transaction Documents;
     or (C) attributable to a default by Lessee and/or exercise of remedies
     under this Agreement;

          (iii) the gross negligence or willful misconduct of such Tax
     Indemnitee;

          (iv) penalties, interest, or additions to Tax to the extent based upon
     issues unrelated to the transactions contemplated by this Agreement and
     related documents;

          (v) Lessee's exercise of the purchase option provided in Section 36 of
     this Agreement;

          (vi) the failure by the Sprint Group or any Sprint Group Member timely
     or properly to claim any Federal Income Tax Benefits or to exclude income
     on the appropriate Tax return other than in accordance with Section
     39(a)(3) of this Agreement;

          (vii) any failure of the Tax Indemnitee to have taken all the actions,
     if any, required of it by Section 39(d) of this Agreement to contest the
     Loss and such failure materially prejudices the ability to contest, and
     Lessee has a reasonable basis for such contest (other than a failure
     attributable in whole or part to the failure of Lessee to follow the
     procedures set forth in Section 39(d) of this Agreement);

          (viii) any change in Law enacted, adopted or promulgated on or after
     the date of the Agreement to Lease and Sublease, provided that this
     exclusion shall not apply to any (1) change in tax rates applicable to the
     making of any indemnity payment for a Tax Loss (a) respecting Federal
     Income Tax Benefits on an After-Tax basis or (b) respecting an Inclusion or
     (2) substitution or replacement of any Leased Property after a change in
     Law;

          (ix) the failure of the Sprint Group, or any single Sprint Group
     Member, to have sufficient income or Tax liability to benefit from the
     Federal Income Tax Benefits;


                                       80



          (x) the inclusion of income by a Sprint Group Member as a result of
     the reversion of Alterations made by Lessee to Lessor at the end of the
     Term;

          (xi) a determination that Sprint is not holding the Leased Property in
     the ordinary course of a trade or business or that Sprint did not enter
     into the transactions contemplated by the Transaction Documents for profit;

          (xii) the existence of, or any consequence of, the prepayment of the
     Rent, or the application of Section 467 of the Code or the Treasury
     regulations promulgated thereunder, provided that the Lessee makes all
     payments when due and accrues all rental expense in accordance with the
     Proportional Rent as set forth in Exhibit H and provided further that this
     exclusion will not apply to the entry into a New Lease under Section 40 of
     this Agreement or any severance of this Agreement under Section 41;

          (xiii) any tax election by a Sprint Group Member that is inconsistent
     with the Tax Assumptions to the extent of a resulting increase in the
     Lessee's indemnity obligations hereunder;

          (xiv) a Tax Loss with respect to any period occurring after (and not
     simultaneously with) (1) the expiration or earlier termination of the Term
     with respect to a Site or (2) the return to Sprint of the Leased Property
     related to a Site, in either case other than interest, fines, penalties and
     additions to tax resulting from a Tax Loss that would not be excluded under
     this clause (xvi);

          (xv) the breach or inaccuracy of any representation, warranty or
     covenant by any Sprint Group Member in any of the Transaction Documents
     (except to the extent such breach or inaccuracy is attributed to a breach
     or inaccuracy of any representation, warranty or covenant of Lessee or an
     Affiliate under the Transaction Documents);

          (xvi) any exclusion under Section 39(a)(4) of any Cross-Defaulted
     Master Lease and Sublease.

     (b)  GENERAL TAX INDEMNITY.

          (1) Lessee agrees to pay and to indemnify, protect, defend, save, and
keep harmless each Sprint Group Member on an After-Tax Basis, from and against
any and all Taxes upon or with respect to (A) any of the Leased Property, any
portion of such Leased Property, or any interest therein (B) the acquisition,
purchase, sale, financing, leasing, subleasing, ownership, maintenance, repair,
redelivery, alteration, insuring, control, use, operation, delivery, possession,
repossession, location, storage, refinancing, refund, transfer of title,
registration, reregistration, transfer of registration, return, or other
disposition of any of the Leased Property or any portion of such Leased
Property, or interest in such Leased Property, (C) the rental payments,
receipts, or earnings arising from the Leased Property, any portion of such
Leased Property, or any interest in such Leased Property, or payable pursuant to
this Agreement, or any other payment or right to receive payment pursuant to any
related document, or (D) any Alteration, removal, substitution, maintenance, or
repair of any of the Leased Property


                                       81



          (2) EXCLUSIONS FROM GENERAL TAX INDEMNITY. The provisions of Section
16 and Section 39(b)(1) will not apply to, and Lessee will have no
responsibility under Section 16 and no liability under Section 39(b)(1) with
respect to:

          (i) Taxes on any Sprint Group Member (other than such Taxes that are
     sales, use, rental, property, stamp, document filing, license, or ad
     valorem Taxes, or value added Taxes that are in the nature of or in lieu of
     such Taxes) imposed on any such member that are franchise Taxes, privilege
     Taxes, doing business Taxes, or Taxes imposed on, based on or measured by,
     gross or net income, receipts, capital, or net worth of any such member
     which are imposed by any state, local, or other taxing authority within the
     United States or by any foreign or international taxing authority;

          (ii) Taxes imposed by any jurisdiction on any Sprint Group Member
     solely as a result of its activities in such jurisdiction unrelated to the
     transactions contemplated by this Agreement and related documents;

          (iii) Taxes on any Sprint Group Member that would not have been
     imposed but for the willful misconduct or gross negligence of any such
     member or an Affiliate of any Sprint Group Member or the inaccuracy or
     breach of any representation, warranty, or covenant of such Tax Indemnitee
     or any of its Affiliates under the Transaction Documents (except to the
     extent such inaccuracy or breach is attributed to an inaccuracy or breach
     of any representation, warranty or covenant of Lessee or an Affiliate under
     the Transaction Documents);

          (iv) Taxes which are attributable to any period or circumstance
     occurring after the expiration or earlier termination of the Term with
     respect to a Site, except to the extent attributable to (I) a failure of
     Lessee or any of its transferees or sublessees or users of the Leased
     Property (other than Lessor or Sprint or its Affiliates) to fully discharge
     its obligations under this Agreement and related documents, (II) Taxes
     imposed on or with respect to any payments that are due after the
     expiration or earlier termination of the Term with respect to a Site and
     which are attributable to a period or circumstance occurring prior to or
     simultaneously with such expiration or earlier termination, (III) the entry
     into a New Lease under Section 40 of this Agreement; or (IV) any severance
     of this Agreement under Section 41;

          (v) any Tax that is being contested in accordance with the provisions
     of Section 39(d) during the pendency of such contest, but only for so long
     as such contest is continuing in accordance with Section 39(d) and payment
     is not otherwise required pursuant to Section 39(d);

          (vi) Taxes imposed on a Tax Indemnitee that would not have been
     imposed but for any act of such Tax Indemnitee (or any Affiliate thereof)
     that is expressly prohibited, or omission of an act that is expressly
     required, as the case may be, by any Transaction Document;

          (vii) Taxes that would not have been imposed but for any voluntary
     sale, assignment, transfer, pledge, or other disposition or hypothecation
     or the involuntary sale,


                                       82



     assignment, transfer, or other disposition attributable to the bankruptcy,
     insolvency or the breach of any covenant or obligation of the Tax
     Indemnitee set forth in the Transaction Documents of or by any such Tax
     Indemnitee, in either case, of any of the Leased Property or portion of
     such Leased Property by any such Tax Indemnitee other than a sale,
     assignment, transfer, or disposition (A) contemplated by the Transaction
     Documents, (B) otherwise resulting from the exercise by any Sprint Group
     Member of its rights or performance of its obligations under the
     Transaction Documents or (C) attributable to a default by Lessee and/or
     exercise of remedies under this Agreement;

          (viii) Taxes imposed on a Tax Indemnitee that would not have been
     imposed but for such Tax Indemnitee's (or Affiliate's) breach of its
     contest obligations under Section 39(d) (but only to the extent such breach
     materially prejudices the Lessee's ability to contest such Taxes or results
     in an increase in the amount of Lessee's indemnification obligation
     hereunder);

          (ix) Taxes imposed on a Tax Indemnitee in the nature of interest,
     penalties, fines and additions to Tax to the extent based upon issues
     unrelated to the transactions contemplated by the Transaction Documents;

          (x) Taxes imposed on any Sprint Group Member that are United States
     federal, state or local net income Taxes of any such member;

          (xi) Taxes imposed in connection with or as a result of the leasing or
     use of the Sprint Collocation Space by Sprint or its Affiliates or the
     payment or accrual of the Sprint Collocation Charge; or

          (xii) Taxes to the extent that they are not the responsibility of
     Lessee as described in Section 16(a) without regard to this subsection.

The provisions of this Section 39(b)(2) will not apply to any Taxes imposed in
respect of the receipt or accrual of any payment made by Lessee on an After-Tax
Basis.

          (3) REPORTS. If any report, return, certification, or statement is
required to be filed with respect to any Tax that is the responsibility of
Lessee under Section 16 or is subject to indemnification under this Section
39(b), Lessee will timely prepare and file the same to the extent permitted by
law (except for (i) any report, return, or statement relating to any net income
Taxes or, (ii) any report, return, or statement relating to any other Taxes not
subject to indemnity under Section 39(b)(2)(i) or any Taxes in lieu of or
enacted in substitution for any of the foregoing, except that, in such cases,
Lessee will timely provide information necessary to file such report, return, or
statement, (iii) any report, return, or statement relating to Property taxes or
(iv) any other report, return, certification, or statement which any Sprint
Group Member has notified Lessee that such member intends to prepare and file);
provided, that any Sprint Group Member will have furnished Lessee, at Lessee's
expense, with such information reasonably necessary to prepare and file such
returns as is within such member's control. Lessee will either file such report,
return, certification, or statement and send a copy of such report, return,
certification, or statement to the member, or, where not so permitted to file,
will notify the member of such requirement within a reasonable period of time
prior to the due date for filing


                                       83



(without regard to any applicable extensions) and prepare and deliver such
report, return, certification, or statement to the member. In addition, within a
reasonable time prior to the time such report, return, certification, or
statement is to be filed, Lessee will, to the extent permitted by law, cause all
billings of such Taxes to be made to each Sprint Group Member in care of Lessee,
make such payment, and furnish written evidence of such payment. Lessee will
furnish promptly upon written request such data, records and documents as any
Sprint Group Member may reasonably require of Lessee to enable such member to
comply with requirements of any taxing jurisdiction arising out of such member's
participation in the transactions contemplated by this Agreement and related
documents.

          (4) PAYMENTS. With the exception of Property Taxes, any Tax for which
Lessee is responsible under Section 16 or any tax indemnified under this Section
39(b) will be paid by Lessee directly when due to the applicable taxing
authority if direct payment is permitted, or will be reimbursed to the
appropriate Sprint Group Member on demand if paid by such member in accordance
herewith. Property Taxes will be paid in accordance with Sections 16(b) and (c).
Except as explicitly provided in Section 16 or as otherwise provided in this
Section 39(b), all amounts payable to a Sprint Group Member under Section 16 or
this Section 39 will be paid promptly in immediately available funds, but in no
event later than the later of (i) ten (10) business days after the date of such
demand or (ii) two (2) Business Days before the date the Tax to which such
amount payable relates is due or is to be paid and will be accompanied by a
written statement describing in reasonable detail the Tax and the computation of
the amount payable. Such written statement will, at Lessee's request, as long as
payment is not delayed, be verified by a nationally recognized independent
accounting firm selected by such member. Such verification will be at Lessee's
expense unless the accounting firm determines that the amount payable by Lessee
is more than ten percent less than the amount shown on such written statement,
in which event, the applicable Sprint Group Member will pay such costs. In the
case of a Tax subject to indemnification under this Section 39(b) which is
properly subject to a contest in accordance with Section 39(d), Lessee (i) will
be obligated to make any advances with respect to such Tax whenever required
under Section 39(d) and (ii) will pay such Tax (in the amount finally determined
to be owing in such contest) on an After-Tax Basis prior to the latest time
permitted by the relevant taxing authority for timely payment after a final
determination.

     (c) TAX SAVINGS. If, by reason of any payment made, or events giving rise
to such payment, to or for the account of any Tax Indemnitee by Lessee pursuant
to Section 39(a) or 39(b), such Tax Indemnitee at any time realizes a reduction
in any Taxes or receives a refund which was not taken into account previously in
computing such payment by Lessee to or for the account of the Tax Indemnitee,
then the Tax Indemnitee will pay to Lessee an amount equal to such actual
reduction in Taxes or such refund (including interest received), plus the amount
of any additional reduction in Taxes of the Tax Indemnitee attributable to the
payment made by the Tax Indemnitee to Lessee pursuant to this sentence;
provided, however, that (A) the Tax Indemnitee will not be obligated to make
such payment with respect to any net Tax savings or refund to the extent that
the amount of such payment would exceed the excess of (x) all prior indemnity
payments (excluding costs and expenses incurred with respect to contests) made
by Lessee over (y) the amount of all prior payments by the Tax Indemnitee to
Lessee; provided, that any such excess tax savings realized (or deemed realized)
by such Tax Indemnitee which are not paid to Lessee as a result of this
subclause (A) will be carried forward and reduce Lessee's obligations to make
subsequent payments to such Tax Indemnitee pursuant to Section 39 of this


                                       84



Agreement; and (B) if any such Tax savings or refund realized by such the Tax
Indemnitee, or any tax savings taken into account for purposes of determining
"After-Tax Basis" will be lost or otherwise determined to be unavailable, such
lost or otherwise unavailable Tax savings or refund will be treated as a Tax for
which Lessee must indemnify the Tax Indemnitee pursuant to Section 39(a) or
39(b), as the case may be (without regard to the exceptions in Section 39(a)(4)
and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv),
39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of this Section 39(c), each Tax
Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is
assumed to be taxable at the actual rate.

     (d) CONTEST RIGHTS. In the event that any Tax Indemnitee receives any
written notice of any potential claim or proposed adjustment against such Tax
Indemnitee that would result in a Tax Loss or a Tax against which Lessee may be
required to indemnify pursuant to Section 39(a) or 39(b) (a "TAX CLAIM"), such
Tax Indemnitee will promptly notify Lessee of the claim and provide Lessee with
information relevant to such claim; provided, that the failure by the Tax
Indemnitee to provide any such information will not be treated as a failure to
comply with this Section 39(d) unless the failure materially prejudices the
conduct of such contest. With respect to Taxes indemnified under Section 39(b),
Lessee will control the contest at Lessee's expense. With respect to Taxes
indemnified under Section 39(a), the Tax Indemnitee will control the contest at
Lessee's expense but will consult with Lessee in good faith, but Lessee may
require the Tax Indemnitee to contest such Tax Claim at Lessee's expense and, in
that event, the Tax Indemnitee will consult with Lessee in good faith, but the
Tax Indemnitee will retain ultimate control over such contest. The Tax
Indemnitee will not be obligated to contest any Tax Claim unless (i) in the case
of a contest with respect to federal income Taxes, prior to taking the first
such required action, Lessee will have furnished to the Tax Indemnitee an
opinion of a nationally recognized, independent tax counsel chosen by Lessee and
reasonably acceptable to the Tax Indemnitee to the effect that there is a
reasonable basis as defined in Treas. Reg. Section 1.6662-3(b)(3) as in effect
(on the Effective Date) for the position to be asserted in contesting the matter
in question, (ii) no event of default by Lessee under this Agreement will have
occurred and be continuing, (iii) such contest does not involve a material risk
to the Tax Indemnitee of sale, forfeiture, or loss of, or the creation of any
lien on, any of the Leased Property or the imposition of criminal penalties and
(iv) if Lessee reasonably requests, and the Tax Indemnitee elects to pursue, a
contest that requires payment of the Tax as a condition to pursuing the contest,
Lessee will loan, on an interest-free basis, sufficient funds to the Tax
Indemnitee to pay the Tax and any interest or penalties due on the date of
payment, and will fully indemnify the Tax Indemnitee for any adverse Tax
consequences resulting from such advance. The Tax Indemnitee will not make,
accept, or enter into a settlement or other compromise with respect to any Taxes
indemnified pursuant to Section 39(a) or forego or terminate any such proceeding
with respect to Taxes indemnified pursuant to this Section 39(b), without the
prior written consent of Lessee, which consent will not be unreasonably
withheld. The Tax Indemnitee will not be required to appeal any adverse decision
of the United States Tax Court, a Federal District Court, or any comparable
trial court unless Lessee will have furnished to the Tax Indemnitee an opinion
of a nationally recognized, independent tax counsel chosen by Lessee and
reasonably acceptable to the Tax Indemnitee, to the effect that there is
substantial authority for the position to be asserted in appealing the matter in
question. Sprint Collocator shall cause its Affiliates to comply with their
obligations under this Section 39(e).


                                       85



     (e) TAX RECORDS. Lessor, Sprint and Lessee agree to furnish or cause to be
furnished to each other, upon request, as promptly as practicable, such
information and assistance relating to the Sites (including, without limitation,
access to books and records) as is reasonably necessary for tax purposes.
Lessor, Sprint and Lessee will retain all books and records with respect to
Taxes indemnifiable under Section 39(b) or payable under Section 16 pertaining
to the Sites for a period of at least seven (7) years following the close of the
tax year to which the information relates, or sixty (60) days after the
expiration of any applicable statute of limitations, whichever is later. At the
end of such period, each Party will provide the other with at least sixty (60)
days' prior written notice before destroying any such books and records, during
which period the Party receiving such notice can elect to take possession, at
its own expense, of any books and records reasonably required by such Party for
tax purposes. Lessor, Sprint and Lessee will cooperate with each other in the
conduct of any audit or other proceeding relating to Taxes involving the Sites.

     (f) SURVIVAL. The agreements and indemnitees contained in this Section 39
shall survive the termination of this Agreement with respect to any Site.

     SECTION 40. LESSEE LENDER PROTECTIONS.

     For any Lessee Lender, if Lessor is given written notice specifying the
name and address of the Lessee Lender, or its servicing agent, and the
applicable title of an officer or other responsible individual charged with
processing notices of the type required under this Section 40, then the
following provisions shall apply with respect to such Lessee Lender for so long
as any Mortgage granted by Lessee to such Lessee Lender shall remain unsatisfied
of record:

     (a) MODIFICATION, TERMINATION OR SURRENDER OF AGREEMENT.

          (i) The Lessee Lender shall not be bound by any modification or
     amendment of this Agreement in any respect so as to materially increase the
     liability of Lessee hereunder or materially increase the obligations or
     materially decrease the rights of Lessee without the prior written consent
     of the Lessee Lender, which consent shall no be unreasonably withheld.
     Further, this Agreement may not be surrendered or terminated other than in
     compliance with the provisions of this Section 40). Any such modification,
     amendment, surrender or termination not in accordance with the provisions
     of this Section 40 shall not be binding on any such Lessee Lender or any
     other Person who acquires title to its foreclosed interest.

          (ii) In addition, from time to time upon the request of a Lessee
     Lender (but not more than three (3) times in any one (1) year period
     (excluding the first year following the Effective Date), Lessor shall
     execute and deliver to such Lessee Lender an estoppel certificate in a form
     reasonably acceptable to Lessor and the Lessee Lender.

     (b) NOTICE AND CURE RIGHTS.

          (i) Lessor, upon serving Lessee with any notice of default under the
     provisions of, or with respect to, this Agreement, shall also serve a copy
     of such notice upon the Lessee Lender (in the same manner as required by
     for notices to Lessee) at the


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     address specified herein, or at such other address as a Lessee Lender shall
     designate in writing to Lessor.

          (ii) In the event of a default or breach by Lessee under this
     Agreement, the Lessee Lender shall have the right, but not the obligation,
     to remedy such event, or cause the same to be remedied, within ten days
     (10) days after the expiration of all applicable grace or cure periods
     provided to Lessee in this Agreement, in the event of a monetary default or
     breach, or within sixty (60) days after the expiration of all applicable
     grace or cure periods provided to Lessee in this Agreement in the event of
     any other breach or default, and Lessor shall accept such performance by or
     at the instance of the Lessee Lender as if the same had been made by
     Lessee, provided, that if any such non-monetary default or breach that is
     capable of cure requires Lessee Lender to acquire possession of the
     Lessee's interest in the Sites that are the subject of such breach or
     default, such period will be extended for such reasonable period as may be
     required to obtain such possession and cure such default of breach;
     provided, however, during such extended period, Lessee Lender must continue
     to cure other defaults and breaches in accordance with the provisions of
     this Section 40(b)(ii).

          (iii) In the event of the termination of this Agreement prior to the
     expiration of the Term of this Agreement as provided herein for any reason
     (other than Lessee's failure to cure under (ii) above), including pursuant
     to Section 365 of the federal bankruptcy code, as amended from time to
     time, including any successor legislation thereto, or otherwise, Lessor
     shall serve upon Lessee Lender written notice that this Agreement has been
     terminated, together with a statement of any and all sums due under this
     Agreement and of all breaches and events of default under this Agreement,
     if any, then known to Lessor. Lessee Lender thereupon shall have the
     option, which option must be exercised by Lessee Lender's delivering notice
     to Lessor within then (10) Business Days after the Lessee Lender's receipt
     of notice from Lessor that the Lease has been terminated to cure any such
     Lessee breaches or Lessee events of default (and any Lessee breaches or
     Lessee events of default not susceptible of being cured by the Lessee
     Lender shall be deemed to have been waived) and the right to enter into a
     new lease (the "NEW LEASE") (i) effective as of the date of termination of
     this Agreement, (ii) for the remainder of what otherwise would have been
     the Term of this Agreement but for such termination, (iii) at and upon all
     the agreements, terms, covenants, and conditions of this Agreement (with no
     Rent or Pre-Lease Rent payable thereunder), and (iv) including any
     applicable right to exercise the purchase option under Section 36
     (collectively, the "NEW LEASE TERMS"). Upon the execution and delivery of a
     new lease under this Section 40, all Collocation Agreements and other
     agreements which theretofore may have been assigned to the Lessor (or
     reverted back to Lessor as a matter of law) thereupon shall be assigned and
     transferred, without recourse, representation or warranty, by Lessor to the
     lessee named in such new lease.

          (iv) Any notice or other communication which a Lessee Lender shall
     desire or is required to give to or serve upon Lessor shall be deemed to
     have been duly given or served if sent to Lessor in accordance with the
     provisions of this Agreement at the address set forth herein.


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     (c) PARTICIPATION IN CERTAIN PROCEEDINGS AND DECISIONS. Any Lessee Lender
shall have the right to intervene and become a party, but only with respect to
Lessee's involvement, in any Arbitration, litigation, condemnation or other
proceeding affecting this Agreement to the extent of its security interest
herein. Lessee's right to make any election or decision under this Agreement
that is required or permitted to be made by Lessee with respect to the
negotiation or acceptance of any Award or insurance settlement shall be subject
to the prior written approval of such Lessee Lender.

     (d) NO MERGER. Without the written consent of each Lessee Lender, the
leasehold interest created by this Agreement shall not merge with the fee
interest in all or any portion of the Sites, notwithstanding that the fee
interests and the leasehold interests are held at any time by the same Person.

     (e) ENCUMBRANCES ON PERSONAL PROPERTY AND SUBLEASES. Lessor hereby consents
to Lessee's grant, if any, to any Lessee Lender of a security interest in the
personal property owned by Lessee and located at the Sites and a collateral
assignment of subleases of the interest of Lessee in all or any portion of the
Sites and the rents, issues and profits therefrom, if any and a pledge of any
equity interests in Lessee. Lessor agrees that any interest that Lessor may have
in such personal property, whether granted pursuant to this Agreement or by
statute, shall be subordinate to the interest of any Lessee Lender.

     (f) NOTICE OF DEFAULT UNDER ANY SECURED LESSEE LOAN. Lessee shall promptly
deliver to Lessor a true and correct copy of any such notice of default, notice
of acceleration or other notice regarding a default by Lessee under a Secured
Lessee Loan after Lessee's receipt of the same.

     (g) CASUALTY AND CONDEMNATION PROCEEDS. Notwithstanding anything in this
Agreement to the contrary, in the event of any casualty to or condemnation of
any Site or any portion thereof during such time as any Secured Lessee Loan
shall remain unsatisfied, the Lessee Lender shall be entitled to receive all
insurance Proceeds and/or condemnation awards (up to the amount of the
indebtedness secured by the Lessee Loan) otherwise payable to Lessee and apply
same to restoration of the Leased Property in accordance with the provisions of
this Agreement (to the extent required by the terms of this Agreement); provided
that if the Leased Property is not required to be restored pursuant to the terms
of this Agreement, such Proceeds may be applied to the Secured Lessee Loan. Upon
the Lessee Lender's request, the name of such Lessee Lender may be added to the
"Loss Payable Endorsement" of any and all insurance policies required to be
carried by Lessee hereunder.

     (h) OTHER. Notwithstanding any other provision of this Agreement to the
contrary, (i) Lessor shall not be obligated to provide the benefits and
protections afforded to Lessee Lenders in this Section 40 to more than two (2)
Lessee Lenders at any given time or (ii) in no event whatsoever will there be
any subordination of the rights and interests of Lessor or of Sprint Collocator
or its Affiliates in and to the Sprint Collocation Space by virtue of any
Mortgage granted by Lessee to any Lessee Lender and each Lessee Lender will,
upon request, confirm such fact in writing. If there is more than one Lessee
Lender subject to the provisions of this Section 40, Lessor shall recognize the
Lessee Lender exercising rights afforded by this Section 40 whose Secured Lessee
Loan is most senior in lien (unless a Lessee Lender junior in lien


                                       88



requires that the holder thereof have a superior entitlement to such rights, and
the other Lessee Lender senior in lien shall agree in writing to such request,
in which event such recognition shall be of the holder of that Secured Lessee
Loan), provided that such Lessee Lender shall have complied with the provisions
of this Section 40; provided, however, that Lessor shall have no obligation to
determine which Lessee Lender is indeed senior in lien and shall have no
liability to either Lessee Lender for an erroneous determination, if Lessor
attempts to make such a determination, so long as such determination is made in
good faith based upon the evidence and information of lien priority provided to
Lessor by the Lessee Lenders. Each Lessee Lender shall have the right to appear
in any arbitration or other material proceedings arising under this Agreement
and to participate in any and all hearings, trials and appeals in connection
therewith, but only to the extent related to the rights or obligations of Lessee
in the matter that is the subject of the arbitration or proceedings or to
protect the security interest of Lessee in the Leased Property.

     (i) RECOURSE OF LESSOR. Lessor's recourse against any Lessee Lender shall
be expressly limited to the Lessee Lender's interest in this Agreement and in
the Sites and any and all real, personal and intangible property associated with
the Sites (including without limitation, any revenues from any Collocation
Agreements or any Proceeds or Awards).

     SECTION 41. FINANCEABLE SITES AND SEVERED LEASES.

     (a) NON-FINANCEABLE SITES. With respect to each Site that is not a
Financeable Site on the Effective Date, Lessee will use commercially reasonable
efforts to make each such Site a Financeable Site prior to the one-year
anniversary of the Effective Date. In connection therewith, Lessee will take
such actions and incur such costs, expenses and fees as are commercially
reasonable in light of Lessee's financing structure.

     (b) MUTUAL COOPERATION. In connection with Lessee's efforts under this
Section 41(b), Lessor and the Sprint Additional Parties shall (and shall cause
its Affiliates to) be actively involved with Lessee in all material aspects of
the efforts to make all Sites Financeable Sites and shall use commercially
reasonable efforts to cooperate with Lessee in such respect (but without
obligation to pay any out-of-pocket costs, expenses or fees in respect thereof
or related thereto). Lessee shall provide to Lessor and the Sprint Additional
Parties information in reasonable detail from time to time with respect to the
actions taken by Lessee pursuant to this Section 41, and Lessor and the Sprint
Additional Parties shall have the right to request, which request shall be
reasonably approved by Lessee, to directly contact the applicable Parties in an
effort to cause any Site to become a Financeable Site; provided that the
foregoing shall not obligate Lessor or the Sprint Additional Parties to expend
any amounts in connection therewith and may not obligate Lessee to expend any
amounts in connection therewith.

     (c) FAILURE OF SITES TO BE FINANCEABLE.

          (i) Within thirty (30) days following the one-year anniversary of the
     Effective Date, Lessee will deliver to Lessor a written statement listing
     all the Sites that are not Financeable Sites (the "PRELIMINARY
     NON-FINANCEABLE SITES STATEMENT") together with any Non-Financeable Site
     supporting documentation that Lessee deems relevant to be delivered
     therewith. Within fifteen (15) Business Days after receipt by Lessor of the


                                       89



     Preliminary Non-Financeable Sites Statement, Lessor shall have the right to
     request Non-Financeable Site Supporting Documentation reasonably required
     by Lessor. Lessor will have thirty (30) days following its receipt of the
     Preliminary Non-Financeable Sites Statement and all Non-Financeable Site
     Supporting Documentation requested by Lessor in a timely manner as provided
     herein to notify Lessee of any objection with respect to the inclusion on
     such statement of a Site as not being a Financeable Site (and must state
     any such objection on a Site-by-Site basis, together with a reasonably
     detailed explanation of such objection). If Lessor does not so notify
     Lessee of any such objection to a specific Site not being a Financeable
     Site within such thirty (30) day period in accordance with this Section
     41(c), the Preliminary Non-Financeable Sites Statement with respect to such
     Site will be deemed to be the final non-financeable sites statement (the
     "FINAL NON-FINANCEABLE SITES STATEMENT"). All Sites on the Final
     Non-Financeable Site Statement shall be deemed to be "NON-FINANCEABLE
     SITES."

          (ii) Lessor and Lessee will cooperate in good faith for ten (10)
     Business Days to resolve any dispute relating to the Preliminary
     Non-Financeable Sites Statement. If the Parties are unable to resolve any
     dispute relating to the Preliminary Non-Financeable Sites Statement within
     such ten (10) Business Day period, the Parties will initiate arbitration
     proceedings in accordance with the provisions of Section 31(h) to seek
     final determination of which Sites are included on the Final
     Non-Financeable Site Statement.

          (iii) If the sum of (x) the aggregate amount of the Non-Financeable
     Sites Financing Costs for all Non-Financeable Sites included on the Final
     Non-Financeable Sites Statement rendered pursuant to this Agreement and (y)
     the Non-Financeable Sites Financing Costs for all Non-Financeable Sites
     included on the Final Non-Financeable Sites Statement (under and as defined
     in each Additional Master Lease and Sublease) (collectively, the "TOTAL
     NON-FINANCEABLE SITE FINANCING COSTS") exceeds $10,000,000, the Sprint
     Additional Parties will pay to Lessee and the lessee under each Additional
     Master Lease and Sublease in aggregate one payment (which payment shall be
     divided between Lessee and the Additional Master Lease Lessees based upon
     agreement as between such Persons) in an amount equal to fifty percent
     (50%) of the positive excess of (A) the Total Non-Financeable Sites
     Financing Costs over (B) $10,000,000 by wire transfer of immediately
     available funds to an account jointly designated in writing by Lessee and
     the Additional Master Lessees; provided, however, that the Sprint
     Additional Parties shall have no obligation to pay any such amount
     attributable to any matter for which any Lessee Indemnitee has received
     payment pursuant to a claim for indemnification under Article 9 of the
     Agreement to Lease and Sublease.

     (d) SEVERANCE OF AGREEMENT.

          (i) In order for Lessee's Affiliates from time to time to cause the
     financing of Sites, Lessee shall have the right to cause the severance of
     this Agreement (or future Severance Leases) into multiple Severance Leases
     and have the "lessee's/operator's" right under such Severance Lease for the
     Severed Sites (as well as the "lessor's" right under the Sprint Collocation
     Agreement with respect to the Severed Sites) assumed by a GSI Financing
     Subsidiary, provided this Lease shall not be severed into more than three
     (3)


                                       90



     Severance Leases in the aggregate and shall also be subject to the
     limitation set forth in the first sentence of Section 41(d)(ii)(B). Each
     Severance Lease shall be substantially in the form of this Lease, with
     appropriate modifications to reflect the fact that this Agreement has been
     severed. The Exhibits for such Severance Leases shall include the
     applicable information set forth in the Exhibits for this Agreement, solely
     with respect to the Severed Sites. Upon entering into each Severance Lease,
     the Parties shall also amend the exhibits to this Agreement to exclude each
     of the Severed Sites. Lessee shall also have the right to sever each of the
     Master Collocation Agreements with respect to the Severed Sites (and, if
     requested by Lessee, Sprint Collocator shall cause its Affiliates to assist
     Lessee in effectuating same). The obligations of the "lessee" under each
     Severance Lease to Lessor and Sprint under each Severed Lease shall be
     separate and distinct from the obligations of the "lessee" under this
     Agreement and under each other Severed Lease, and this lease and the
     Severed Leases shall not be cross-defaulted with one another, and the
     obligations of Lessee and the lessees under each severance lease and the
     Additional Master Lease and Subleases, at Lessee's election (and Global
     Parent under each Severed Lease), shall be separate and distinct from one
     another. If Lessee desires the other Parties to enter into a Severance
     Lease, Lessee shall send notice to Lessor and Sprint Collocator (the
     "SEVERANCE NOTICE") informing Lessor and Sprint Collocator of its desire to
     enter into a Severed Lease, specifying the applicable Sites and including
     with such notice an executable Severed Lease and amendment hereto, along
     with amended memoranda of leases or Site Designation Supplements with
     respect to the applicable Sites. Lessor and Sprint Collocator shall upon
     receipt of same, review and reasonably cooperate with Lessee (and Sprint
     Collocator shall cause its Affiliates to cooperate) to effect the execution
     and delivery of any Severed Lease. Under each Severance Lease and this
     Lease, following execution of a Severance Lease the Global Parent Maximum
     Obligation hereunder and thereunder shall be reduced to an amount equal to
     the Ratable Global Parent Maximum Obligation hereunder and thereunder, and,
     if requested by Lessor, Global Parent will confirm such Ratable Global
     Parent Maximum Obligation in writing. "RATABLE GLOBAL PARENT MAXIMUM
     OBLIGATION" shall mean an amount equal to the product of (x) the Global
     Parent Maximum Obligation and (y) a fraction the numerator of which is the
     aggregate sum of the Rent and the Pre-Lease Rent for the Sites remaining
     under this Lease or a Severance Lease, as applicable and the denominator of
     which is the aggregate sum of the Rent and the Pre-Lease Rent hereunder on
     the date hereof. Notwithstanding the foregoing, the Parties acknowledge and
     agree that for all tax purposes, including Section 467 of the Code, a
     Severance Lease shall be treated as a continuation of this Agreement with
     respect to the Severed Sites, no Severance Lease will contain any
     substantial modifications to this Agreement, and with respect to each Site,
     any Severance Lease and this Agreement will be treated as one lease
     agreement.

          (ii) Notwithstanding anything to the contrary contained herein or in
     any other Additional Master Lease and Sublease, (A) Lessee, in a Severance
     Notice, may elect to modify the definition of "Cross-Defaulted Master Lease
     and Sublease" to include any or none of the Additional Master Leases and
     Subleases (or Severance Leases thereunder) and (B) regardless of the number
     of Severance Leases hereunder or under the other Additional Master Leases
     and Subleases, there shall not be at any time, in the aggregate, more than
     three (3) Cross-Defaulted Lease Pools. For example, if pursuant to a
     Severance Notice, this Agreement is severed into three Master Leases and
     Subleases


                                       91



     and no other Additional Master Leases and Subleases are severed, and Lessee
     elects to treat (x) the first such Severed Lease ("SEVERED LEASE #1") as
     not being cross-defaulted with any other Additional Master Leases and
     Subleases, then the definition of Cross-Defaulted Master Lease and Sublease
     under such Severed Lease shall mean "none" and Severed Lease #1 shall be
     treated as its own Cross-Defaulted Lease Pool; and (y) the second such
     Severed Lease ("SEVERED LEASE #2") as cross-defaulted with Master Lease and
     Sublease Five and Master Lease and Sublease Six, then the definition of
     Cross-Defaulted Master Lease and Sublease under such Severed Lease #2 shall
     mean "Master Lease and Sublease Five and Master Lease and Sublease Six,"
     and Severed Lease #2 and Master Lease and Sublease Five and Master Lease
     and Sublease Six shall be treated as a Cross-Defaulted Lease Pool; and the
     definition of "Cross-Defaulted Master Lease and Sublease" under the third
     such Severed Lease ("SEVERED LEASE #3") shall include all of the other
     Additional Master Leases and Subleases not included in clauses (x) and (y)
     of this sentence and Severed Lease #3, and such other Additional Master
     Leases and Subleases shall be treated as a Cross-Defaulted Lease Pool.

     (e) SEVERANCE OF INDEMNIFICATION OBLIGATIONS. With respect to all
indemnification obligations of Lessee hereunder (or of a GSI Financing
Subsidiary under a Severed Lease), Lessee, at its election, may elect to have
Global Parent provide such indemnities in lieu of Lessee (or the applicable GSI
Financing Subsidiary), and in connection therewith execute an indemnity
reasonably acceptable to Lessor and Sprint, and upon execution of same, Lessor
will acknowledge that Lessee is relieved of all indemnification obligations
hereunder.

     (f) COOPERATION WITH FINANCING. Sprint and Lessor acknowledge that in
connection with the financings of its interests in the Sites, from time to time,
Lessee may require legal opinions (or updates thereof or reliance letters or
similar items with respect thereto) from its counsel, at Lessee's expense, with
respect to certain bankruptcy-related matters and in connection therewith Sprint
and Lessor will cooperate in taking such actions as may be reasonably required
to give such opinions as Lessee may reasonably request and to provide customary
undertakings, representations and certificates (including without limitation, as
corporate structure charts, certifications that the requirements of the LLC
Agreement will be, and have at all times been, complied with), such cooperation
and provision at Lessee's expense.

     SECTION 42. GLOBAL PARENT GUARANTY.

     (a) Global Parent unconditionally guarantees to the Sprint Indemnitees the
full and timely payment and performance and observance of all of the terms,
provisions, covenants and obligations of Lessee under this Agreement (the
"LESSEE OBLIGATIONS"). Global Parent agrees that if Lessee defaults at any time
during the Term of this Agreement in the performance of any of the Lessee
Obligations, Global Parent shall faithfully perform and fulfill all Lessee
Obligations that involve payment of a fixed sum and shall pay to the applicable
beneficiary all attorneys' fees, court costs, and other expenses, costs and
disbursements incurred by the applicable beneficiary on account of any default
by Lessee and on account of the enforcement of this guaranty. Notwithstanding
anything to the contrary contained herein (but subject to the provisions of
Section 41(d)), the maximum aggregate amount payable hereunder by Global Parent
shall be Sixty One Million Eight Hundred Fifty Eight Thousand Seventy Three
Dollars ($61,858,073) (the "GLOBAL PARENT MAXIMUM OBLIGATION") and following
aggregate payment by


                                       92



Global Parent to the Sprint Indemnitees of such amount, Global Parent shall have
no further obligations hereunder.

     (b) The foregoing guaranty obligation of Global Parent shall be enforceable
by any Sprint Indemnitee in an action against Global Parent without the
necessity of any suit, action, or proceedings by the applicable beneficiary of
any kind or nature whatsoever against Lessee, without the necessity of any
notice to Global Parent of Lessee's default or breach under this Agreement, and
without the necessity of any other notice or demand to Global Parent to which
Global Parent might otherwise be entitled, all of which notices Global Parent
hereby expressly waives. Global Parent hereby agrees that the validity of this
guaranty and the obligations of Global Parent hereunder shall not be terminated,
affected, diminished, or impaired by reason of the assertion or the failure to
assert by any Sprint Indemnitee against Lessee any of the rights or remedies
reserved to such Sprint Indemnitee pursuant to the provisions of this Agreement
or any other remedy or right which such Sprint Indemnitee may have at law or in
equity or otherwise.

     (c) Global Parent covenants and agrees that this guaranty is an absolute,
unconditional, irrevocable and continuing guaranty. The liability of Global
Parent hereunder shall not be affected, modified, or diminished by reason of any
assignment, renewal, modification or extension of this Agreement or any
modification or waiver of or change in any of the covenants and terms of this
Agreement by agreement of a Sprint Indemnitee and Lessee, or by any unilateral
action of either a Sprint Indemnitee or Lessee, or by an extension of time that
may be granted by a Sprint Indemnitee to Lessee or any indulgence of any kind
granted to Lessee, or any dealings or transactions occurring between a Sprint
Indemnitee and Lessee, including, without limitation, any adjustment,
compromise, settlement, accord and satisfaction, or release, or any bankruptcy,
insolvency, reorganization, arrangements, assignment for the benefit of
creditors, receivership, or trusteeship affecting Lessee. Global Parent does
hereby expressly waive any suretyship defense it may have by virtue of any
statute, Law, or ordinance of any state or other Governmental Authority.

     (d) All of the Sprint Indemnitees' rights and remedies under this guaranty
are intended to be distinct, separate and cumulative and no such right and
remedy herein is intended to be the exclusion of or a waiver of any other.
Global Parent hereby waives presentment demand for performance, notice of
nonperformance, protest notice of protest, notice of dishonor, and notice of
acceptance. Global Parent further waives any right to require that an action be
brought against Global or any other Person or to require that resort be had by a
beneficiary to any security held by such beneficiary.

     SECTION 43. GENERAL PROVISIONS.

     (a) COUNTERPARTS. This Agreement may be executed in counterparts, each of
which will be deemed to be an original, but all of which will constitute one and
the same agreement.

     (b) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of New York (regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof)
as to all matters, including matters of validity, construction, effect,
performance and remedies.


                                       93



     (c) ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS. This Agreement (including the
Exhibits), constitutes the entire agreement between the Parties with respect to
the subject matter of this Agreement and supersede all prior agreements, both
written and oral, between the Parties with respect to the subject matter of this
Agreement. This Agreement will be binding upon and inure solely to the benefit
of each Party and its successors and permitted assigns.

     (d) FEES AND EXPENSES. Except as otherwise specifically set forth in this
Agreement, whether the transactions contemplated by this Agreement are or are
not consummated, all legal and other costs and expenses incurred in connection
with this Agreement and the transactions contemplated by this Agreement will be
paid by the Party incurring such costs and expenses.

     (e) NOTICES. All notices, requests, demands, waivers and other
communications required or permitted under this Agreement will be in writing and
will be deemed to have been delivered (i) five (5) Business Days after being
mailed by first-class mail, postage prepaid, (ii) the next Business Day when
sent overnight by a recognized courier service, (iii) upon confirmation when
sent by telecopy, confirmed by mailing written confirmation at substantially the
same time as such telecopy, or (iv) upon delivery when personally delivered to
the receiving Party (which if other than an individual will be an officer or
other responsible party of the receiving Party). All such notices and
communications will be mailed, sent or delivered as set forth below or to such
other person(s), telex or facsimile number(s) or address(es) as the Party to
receive any such communication or notice may have designated by written notice
to the other Party. A notice delivered to any of Lessor or any Person comprising
Sprint shall be deemed to have been delivered to all such Persons.

          If to Lessor or any Party comprising Sprint, to:

          Sprint Contracts and Performance
          Mailstop KSOPHT0101 - Z2650
          6391 Sprint Parkway
          Overland Park, Kansas 66251-2650
          Hotline: (800) 357-7641
          Fax No. (913) 794-0824
          Attention: Marion S. Crable, Manager

          with a copy to:

          Sprint Law Department
          Mailstop KS0PHT0101-Z2020
          6391 Sprint Parkway
          Overland Park, Kansas 66251
          Fax No. (913) 523-9823
          Attention: Real Estate Attorney

          and a copy of any notice given pursuant to Section 31 to:

          King & Spalding LLP
          191 Peachtree Street
          Atlanta, Georgia 30303-1763


                                       94



          Fax No. (404) 572-5146
          Attention: Raymond E. Baltz, Jr.

          If to Lessee or Global Parent, to:

          c/o Global Signal Inc.
          301 North Cattlemen Road
          Suite 300
          Sarasota, Florida 34232
          Attention: General Counsel

          and a copy of any notice given pursuant to Section 31 to:

          Skadden, Arps, Slate, Meagher & Flom LLP
          4 Times Square
          New York, New York 10036
          Fax No. (212) 735-3000
          Attention: Joseph A. Coco

     (f) HEADINGS. The Section and Article headings contained in this Agreement
are solely for the purpose of reference, are not part of the agreement of the
Parties and will not in any way affect the meaning or interpretation of this
Agreement.

     (g) AMENDMENT; MODIFICATIONS. This Agreement may be amended, modified or
supplemented only by written agreement of the Parties.

     (h) TIME OF THE ESSENCE. Time is of the essence in this Agreement, and
whenever a date or time is set forth in this Agreement, the same has entered
into and formed a part of the consideration for this Agreement.

     (i) SPECIFIC PERFORMANCE. Each Party recognizes and agrees that if any
other Party should refuse to perform any of its obligations under this
Agreement, the remedy at Law would be inadequate and agrees that for breach of
such provisions, each Party will, in addition to such other remedies as may be
available to it at Law or in equity, be entitled to injunctive relief and to
enforce its rights by an action for specific performance to the extent permitted
by applicable Law. Each Party hereby waives any requirement for security or the
posting of any bond or other surety in connection with any temporary or
permanent award of injunctive, mandatory or other equitable relief. Subject to
Section 43(l) of this Agreement, nothing contained in this Agreement will be
construed as prohibiting any Party from pursuing any other remedies available to
it pursuant to the provisions of this Agreement or applicable Law for such
breach or threatened breach, including without limitation the recovery of
damages. The arbitrator referred to in Section 43(l) will be empowered to
enforce this Section 43(i).

     (j) MUTUAL DRAFTING. This Agreement is the result of the joint efforts of
Lessor, Lessee and Sprint, and each provision of this Agreement has been subject
to the mutual consultation, negotiation and agreement of the Parties and there
will be no construction against any Party based on any presumption of that
Party's involvement in the drafting of this Agreement.


                                       95



     (k) JURISDICTION AND CONSENT TO SERVICE. Without limiting the jurisdiction
or venue of any other court, each of the Parties (i) agrees that any suit,
action or proceeding arising out of or relating to this Agreement will be
brought solely in the state or federal courts of the State of New York, (ii)
consents to the exclusive jurisdiction of each such court in any suit, action or
proceeding relating to or arising out of this Agreement, (iii) waives any
objection which it may have to the laying of venue in any such suit, action or
proceeding in any such court, and (iv) agrees that service of any court paper
may be made in such manner as may be provided under applicable Laws or court
rules governing service of process.

     (l) WAIVER OF JURY TRIAL.

          (i) EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY COURT ACTION
     ARISING AMONG ANY OF THE PARTIES, WHETHER UNDER OR RELATING TO THIS
     AGREEMENT, AND WHETHER MADE BY CLAIM, COUNTER CLAIM, THIRD PARTY CLAIM OR
     OTHERWISE. If for any reason the jury waiver is held to be unenforceable,
     the Parties agree to binding arbitration for any dispute arising out of
     this Agreement or any claim arising under any federal, state or local
     statutes, Laws or regulations, under the applicable commercial rules of the
     AAA. Any arbitration will be held in the New York, New York metropolitan
     area and be subject to the Governing Law provision of this Agreement.
     Discovery in the arbitration will be governed by the Local Rules applicable
     in the United States District Court for the Southern District of New York.

          (ii) The agreement of each Party to waive its right to a jury trial
     will be binding on its successors and assigns and will survive the
     termination of this Agreement.

     SECTION 44. NO PETITION; LIMITED RECOURSE AGAINST LESSEE

     Prior to the date that is one year and one day after the date on which this
Agreement has terminated in accordance with its terms, and all obligations of
the Lessee under or in respect to any Secured Lessee Loans have been paid in
full, neither Lessor nor any Sprint Additional Parties will institute, or join
any other Person in instituting, or authorize a trustee or other Person acting
on its behalf or on behalf of others to institute, any bankruptcy,
reorganization, arrangement, insolvency, liquidation, receivership or similar
proceeding under the laws of the United States of America or any state thereof
against the Lessee. The provisions of this Section 44 will survive any
termination of this Agreement.

     SECTION 45. EXECUTION BY SPRINT SPECTRUM L.P., AND SPRINTCOM, INC.

In addition to SprintCom, Inc. executing this Agreement as "Sprint Collocator,"
SprintCom, Inc. and Sprint Spectrum L.P. are executing this Agreement to
confirm, to the extent that a Sprint Additional Party has any obligations or
covenants hereunder, Sprint Spectrum L.P., and SprintCom, Inc., as applicable,
shall cause such Sprint Additional Party to perform its obligations or covenants
hereunder.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       96



          IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed and sealed by their duly authorized representatives, all effective as
of the day and year first written above.

                                        LESSOR:

                                        STC TWO LLC


                                        By /s/ Leslie H. Meredith
                                           -------------------------------------
                                        Name: Leslie H. Meredith
                                        Title: President

                     MASTER LEASE AND SUBLEASE - STC TWO LLC



                                        SPRINT COLLOCATOR:

                                        SPRINTCOM, INC.


                                        By /s/ Leslie H. Meredith
                                           -------------------------------------
                                        Name: Leslie H. Meredith
                                        Title: Vice President

                     MASTER LEASE AND SUBLEASE - STC TWO LLC



                                        LESSEE:

                                        GLOBAL SIGNAL ACQUISITIONS II LLC


                                        By /s/ Greerson G. McMullen
                                           -------------------------------------
                                        Name: Greerson G. McMullen
                                        Title: Executive Vice President,
                                        General Counsel, and Secretary


                                        GLOBAL PARENT:

                                        GLOBAL SIGNAL INC.


                                        By /s/ Greerson G. McMullen
                                           -------------------------------------
                                        Name: Greerson G. McMullen
                                        Title: Executive Vice President,
                                        General Counsel, and Secretary

                     MASTER LEASE AND SUBLEASE - STC TWO LLC

                                                                    EXHIBIT 10.3

                            MASTER LEASE AND SUBLEASE

                                     BY AND

                                      AMONG

                                 STC THREE LLC,

                        AMERICAN PCS COMMUNICATIONS, LLC,

                        GLOBAL SIGNAL ACQUISITIONS II LLC

                                       AND

                               GLOBAL SIGNAL INC.

                            DATED AS OF MAY 26, 2005



                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
SECTION 1. Definitions.........................................................1
SECTION 2. Documents..........................................................18
SECTION 3. Master Lease Sites and Pre-Lease Sites.............................19
SECTION 4. Ground Leases......................................................21
SECTION 5. Collocation Agreements.............................................26
SECTION 6. Sprint Collocation Space...........................................28
SECTION 7. Permitted Use......................................................31
SECTION 8. Access.............................................................32
SECTION 9. Term...............................................................32
SECTION 10. Withdrawal........................................................34
SECTION 11. Rent and Pre-Lease Rent; Sprint Collocation Charge................34
SECTION 12. Condition of the Sites and Obligations of Lessee..................37
SECTION 13. Requirements for Alterations; Title to Alterations; Addition
               of Equipment; Work on the Site.................................39
SECTION 14. Damage to the Site, Tower or the Improvements.....................40
SECTION 15. Tower Subtenants; Interference....................................42
SECTION 16. Taxes.............................................................44
SECTION 17. Utilities.........................................................47
SECTION 18. Governmental Permits..............................................48
SECTION 19. No Liens..........................................................49
SECTION 20. Condemnation......................................................50
SECTION 21. Waiver of Subrogation; Indemnity..................................51
SECTION 22. Subordination of Mortgages........................................52
SECTION 23. Environmental Covenants...........................................52
SECTION 24. Insurance.........................................................55
SECTION 25. Sprint Right of Alteration and Substitution.......................57
SECTION 26. Assignment and Subletting.........................................59
SECTION 27. Estoppel Certificate..............................................61
SECTION 28. Holding Over......................................................61
SECTION 29. Rights of Entry and Inspection....................................61
SECTION 30. Right to Act for Lessee...........................................62
SECTION 31. Defaults and Remedies.............................................63
SECTION 32. Quiet Enjoyment...................................................71
SECTION 33. No Merger.........................................................71
SECTION 34. Broker and Commission.............................................71
SECTION 35. Recording of Memorandum of Agreement or Site Designation
               Supplement.....................................................71
SECTION 36. Purchase Option...................................................72
SECTION 37. Net Lease.........................................................74
SECTION 38. Compliance with Specific FCC Regulations..........................74
SECTION 39. Tax Indemnities...................................................76
SECTION 40. Lessee Lender Protections.........................................86
SECTION 41. Financeable Sites and Severed Leases..............................89
SECTION 42. Global Parent Guaranty............................................92


                                       i



SECTION 43. General Provisions................................................93
SECTION 44. No Petition; Limited Recourse Against Lessee......................96
SECTION 45. Execution by Sprint Spectrum L.P., and SprintCom, Inc.............96


                                       ii



                            MASTER LEASE AND SUBLEASE

     THIS MASTER LEASE AND SUBLEASE (this "AGREEMENT") is made and entered into
this 26th day of May, 2005 (the "EFFECTIVE DATE"), by STC ONE LLC, a Delaware
limited liability company ("LESSOR"), AMERICAN PCS COMMUNICATIONS, LLC, a
Delaware limited liability company ("SPRINT COLLOCATOR"), GLOBAL SIGNAL
ACQUISITIONS II LLC, a Delaware limited liability company ("LESSEE"), and GLOBAL
SIGNAL INC., a Delaware corporation ("GLOBAL PARENT"). Lessor, Sprint, Lessee
and Global Parent are sometimes individually referred to in this Agreement as a
"PARTY" and collectively as the "PARTIES".

     WHEREAS certain Affiliates of Sprint operate throughout the United States
and its territories the Sites, which include Towers and related equipment and,
in some cases, buildings, and such Affiliates either own, ground lease or
otherwise have an interest in the tracts of land on which such Towers are
located;

     WHEREAS, Lessee desires to lease or pre-lease the Sites;

     WHEREAS the obligations set forth in this Agreement are interrelated and
required in order for Lessee to lease or pre-lease the Sites;

     In consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree
as follows:

     SECTION 1. DEFINITIONS.

     For purposes of this Agreement, the following capitalized terms have the
following respective meanings:

     "AAA" means the American Arbitration Association or any successor entity.

     "ADDITIONAL MASTER LEASE AND SUBLEASE" collectively and individually, means
Master Lease and Sublease One, Master Lease and Sublease Two, Master Lease and
Sublease Four, Master Lease and Sublease Five and Master Lease and Sublease Six.

     "ADDITIONAL MASTER LEASE LESSEE" means the "Lessee," as defined in a
Cross-Defaulted Master Lease and Sublease.

     "ADDITIONAL MASTER LEASE LESSOR" collectively and individually, means the
"Lessor," under and as defined in each Cross-Defaulted Master Lease and
Sublease.

     "ADDITIONAL MASTER LEASE SPRINT COLLOCATOR" collectively and individually,
means the "Sprint Collocator," under and as defined in each Cross-Defaulted
Master Lease and Sublease.

     "ADDITIONAL MASTER LEASE SPRINT ADDITIONAL PARTY" collectively and
individually, means the "SPRINT ADDITIONAL PARTY(s)," under and as defined in
each Cross-Defaulted Master Lease and Sublease.



     "AFFILIATE" (and, with a correlative meaning, "AFFILIATED") means, with
respect to any Person, any other Person that directly, or indirectly through one
or more intermediaries controls, is controlled by, or is under common control
with, such Person. As used in this definition, "control" means the beneficial
ownership (as such term is defined in Rules 13d-3 and 13d-5 of the Securities
Exchange Act of 1934, as amended) of more than fifty percent (50%) of the voting
interests of the Person.

     "AFTER-TAX BASIS" has the meaning set forth in Section 39(a)(3)(i).

     "AGGREGATE LIGHTING SITES" has the meaning set forth in Section 17.

     "AGREEMENT" means this has the meaning set forth in the preamble and
includes all subsequent modifications and amendments hereof. References to this
Agreement in respect of a particular Master Lease Site will include the Site
Designation Supplement therefor; and references to this Agreement in general and
as applied to all Master Lease Sites will include all Site Designation
Supplements.

     "AGREEMENT TO LEASE AND SUBLEASE" means the Agreement to Contribute, Lease
and Sublease, dated as of February 14, 2005, by and among Global Parent, Sprint
Parent and the other Affiliates of Sprint named therein.

     "ALLOCATED RENT" has the meaning set forth in Section 11(a).

     "ALTERATIONS" means the construction or installation of Improvements on any
Site or any part of any Site after the Effective Date, or the alteration,
replacement, modification or addition to all or any component of a Site after
the Effective Date, whether Severable or Non-Severable.

     "ASSUMED RATE" has the meaning set forth in Section 39(a)(1)(v).

     "AVAILABLE SPACE" means, as to any Site, a Tower location, a portion of the
Land, a portion of the Improvements or any other portion, space or area of such
Site that is available for lease to or collocation by any Tower Subtenant and
all rights appurtenant to such portion, space or area.

     "AWARD" means any amounts paid, recovered or recoverable as damages,
compensation or proceeds by reason of any Taking, including all amounts paid
pursuant to any agreement with any Person which was made in settlement or under
threat of any such Taking, less the reasonable costs and expenses incurred in
collecting such amounts.

     "BUSINESS DAY" means any day other than a Saturday, Sunday or any other day
on which national banks in New York, New York are not open for business.

     "CASUALTY NOTICE" has the meaning set forth in Section 14(a).

     "CLAIMS" means any claims, demands, actions, suits, proceedings,
disbursements, judgments, damages, penalties, fines, losses, liabilities, costs
and expenses, including reasonable attorneys' fees and amounts paid in
settlements.


                                        2



     "CODE" means the Internal Revenue Code of 1986, as amended.

     "COLLATERAL AGREEMENTS" has the meaning set forth in the Agreement to Lease
and Sublease.

     "COLLOCATION AGREEMENT" means an agreement, including master leases,
between a Sprint Group Member (prior to the date hereof) or Lessee (on or after
the date hereof) on the one hand, and a third party not an Affiliate of a Sprint
Group Member (on the date hereof), on the other hand, pursuant to which such
Sprint Group Member or Lessee, as applicable, rents to such third party space at
any Site (including space on a Tower), including all amendments, modifications,
supplements, assignments, guaranties, side letters and other documents related
thereto.

     "COMMUNICATIONS EQUIPMENT" means, as to any Site, transmitting and/or
receiving equipment and other equipment installed at the Sprint Collocation
Space (with respect to Sprint Collocator) or any other portion of the Site (with
respect to a Tower Subtenant), which is used in providing current and future
wireless and wireline communication services, including without limitation,
switches, antennas, microwave dishes, panels, conduits, flexible transmission
lines, cables, radio, amplifiers, filters and other transmission or
communications equipment (including interconnect transmission equipment,
transmitter(s), receiver(s) and accessories) and such other equipment and
associated software as may be necessary in order to provide such wireless and
wireline communication services, including without limitation, voice or data.
Communications Equipment will include any existing, replaced and upgraded
Communications Equipment.

     "COMMUNICATIONS FACILITY" means, as to any Site, (i) the Sprint Collocation
Space, together with all of Sprint's Communications Equipment and Sprint's
Improvements at such Site (with respect to Sprint Collocator) or (ii) any other
portion of the Site leased to or used or occupied by a Tower Subtenant, together
with all of such Tower Subtenant's Communications Equipment and such Tower
Subtenant's Improvements at such Site (with respect to a Tower Subtenant).

     "CONVERSION CLOSING" has the meaning set forth in the Agreement to Lease
and Sublease.

     "CONVERSION CLOSING DATE" has the meaning set forth in the Agreement to
Lease and Sublease.

     "CPI" means the Consumer Price Index for all Urban Consumers, U.S., City
Average (1982-84 = 100) All Items Index, published by the Bureau of Labor
Statistics, United States Department of Labor. If the CPI ceases to be compiled
and published at any time during the Term of this Agreement, but a comparable
successor index is compiled and published by the Bureau of Labor Statistics,
United States Department of Labor, the adjustments to the Sprint Collocation
Charge provided for in Section 11, if any, and any other adjustments provided
for in this Agreement which are based on the CPI Change will be computed
according to such successor index, with appropriate adjustments in the index to
reflect any differences in the method of computation from the CPI. If, at any
time during the Term of this Agreement, neither the CPI nor a comparable
successor index is compiled and published by the Bureau of Labor Statistics, the
index for "all items" compiled and published by any other branch or department
of the federal government will be used as a basis for calculation of the
CPI-related adjustments to


                                        3



the Sprint Collocation Charge provided for in this Agreement, and if no such
index is compiled and published by any branch or department of the federal
government, the statistics reflecting cost of living increases or decreases, as
applicable, as compiled by any institution or organization or individual
generally recognized as an authority by financial and insurance institutions
will be used.

     "CPI CHANGE" means an increase, if any (expressed as a positive percentage)
in the most recently published CPI as of any applicable CPI Change Date from the
CPI published as of the corresponding month for the calendar year immediately
preceding the calendar year of publication of such most recently published CPI.

     "CPI CHANGE DATE" means January 1, 2006 and January 1 of each year
thereafter during the Term of this Agreement.

     "CROSS-DEFAULTED LEASE POOL" shall mean the set of Cross-Defaulted Master
Leases and Subleases hereunder, and each separate set of Cross-Defaulted Master
Leases and Subleases, under and as defined in any Additional Master Lease and
Sublease (or Severance Lease thereunder), as set forth in the Severance Notice.

     "CROSS-DEFAULTED MASTER LEASE AND SUBLEASE" collectively and individually,
means, (i) on the date hereof, all of the Additional Master Leases and
Subleases, or (ii) from and after any exercise by Lessee of its rights under
Section 41(d) hereunder or any exercise by any Additional Master Lease Lessee of
its rights under Section 41(d) under an Additional Master Lease and Sublease,
those Additional Master Leases and Subleases designated as Cross-Defaulted
Master Leases and Subleases (to this Agreement), pursuant to any Severance
Notice hereunder (or under any Additional Master Lease and Sublease), subject to
the provisions of the first sentence of Section 41(d)(ii)(B).

     "CROSS-DEFAULTED SITE" collectively and individually, means any Site
hereunder and any "Site," as defined in a Cross-Defaulted Master Lease and
Sublease.

     "DATE OF TAKING" means the earlier of (a) the date upon which title to any
Site, or any portion of such Site, subject to a Taking is vested in the
condemning authority, or (b) the date upon which possession of such Site or
portion such Site is taken by the condemning authority.

     "DECISION PERIOD" has the meaning set forth in Section 31(h).

     "DEFAULT NOTICE" has the meaning set forth in Section 4(f).

     "EFFECTIVE DATE" has the meaning set forth in the preamble.

     "EMERGENCY" has the meaning set forth in Section 30(b).

     "ENVIRONMENTAL CONDITION" has the meaning set forth in the Agreement to
Lease and Sublease.

     "ENVIRONMENTAL LAW" has the meaning set forth in Section 23(a).


                                        4



     "EQUIPMENT" means all physical assets (other than real property and
interests in real property), located at the applicable Site on or in, or
attached to, the Land, Improvements or Towers leased to or operated by Lessee
pursuant to this Agreement and includes, without limitation, to the extent
existing at a Site on the Effective Date, all of the items listed on the
attached Schedule 1. With respect to any item of or interest in real property
included in the Leased Property of any Site, any fixture (other than Towers)
attached to that real property is "EQUIPMENT" related thereto. "EQUIPMENT" does
not include any intellectual property or intangible rights or any Excluded
Equipment.

     "EXCLUDED ASSETS" has the meaning set forth in the Agreement to Lease and
Sublease.

     "EXCLUDED EQUIPMENT" has the meaning set forth in the Agreement to Lease
and Sublease.

     "EXCLUDED PURCHASE SITES" means (i) any Pre-Lease Site pursuant to which
Lessee, in its reasonable discretion, determines that the transfer of such
Pre-Lease Site pursuant to the Purchase Option would violate the terms of the
applicable Ground Lease, license or other agreement pursuant to which the
applicable Sprint Additional Party has a possessory right in such Pre-Lease
Site, (ii) any Site where the Ground Lease has previously terminated or (iii)
any Site that Lessee has previously purchased from Lessor.

     "EXPIRING GROUND RENT" means the aggregate base Ground Rent payable during
the last term of the expiring Ground Lease for which renewal is being sought.

     "FAA" means the United States Federal Aviation Administration or any
successor Federal Governmental Authority performing a similar function.

     "FCC" means the United States Federal Communications Commission or any
successor Federal Governmental Authority performing a similar function.

     "FEDERAL DEPRECIATION DEDUCTIONS" has the meaning set forth in Section
39(a)(1)(ii).

     "FEDERAL INCOME TAX BENEFITS" means the Federal Depreciation Deductions and
the federal income tax deductions described in Section 39(a)(1)(iii).

     "FINAL NON-FINANCEABLE SITES STATEMENT" means the means the Preliminary
Non-Financeable Sites Statement as finally determined pursuant to Section 41(c).

     "FINANCIAL ADVISORS" has the meaning set forth in Section 34.

     "FINANCEABLE SITE" means a Master Lease Site with respect to which: (i)
Lessee, if it so elects, has obtained title insurance insuring its and its
lenders' interests, subject only to Permitted Encumbrances and such other
matters as are reasonably acceptable to Lessee, with a coverage amount equal to
no less than the Rent paid by Lessee for such Master Lease Site, (ii) a Ground
Lessor Estoppel from any ground lessor and a Non-Disturbance Agreement from any
ground lessor lenders, in each case with such modifications or changes as may be
reasonably acceptable to Lessee (so long as such modifications or changes, if
more burdensome to ground lessor or lender, as applicable, than those set forth
on Exhibit J or Exhibit K to the Agreement to Lease


                                        5



and Sublease, as applicable, will not be required for purposes of establishing
whether a "Ground Lessor Estoppel" has been obtained) has been obtained for the
benefit of Lessee, its lenders and their respective successors and assigns,
(iii) the other Individual Site Closing Conditions have been satisfied, and (iv)
any Collocation Agreement that applies to such Master Lease Site as well as to
other Sites that are not otherwise Financeable Sites (for example, as a result
of a failure to satisfy the Environmental Conditions) may be severed without the
consent of any third party, or has been severed with such consent, in order to
permit at least one separate financing of such Master Lease Site.

     "FINANCIAL STATEMENTS" has the meaning set forth in the Agreement to Lease
and Sublease.

     "GLOBAL PARENT" has the meaning set forth in the preamble.

     "GOVERNMENTAL APPROVAL" means all licenses, permits, franchises,
certifications, waivers, variances, registrations, consents, approvals,
qualifications and other authorizations to, from or with any Governmental
Authority.

     "GOVERNMENTAL AUTHORITY" means any foreign, domestic, federal, territorial,
state or local governmental authority, administrative body, quasi-governmental
authority, instrumentality, court, government or self-regulatory organization,
commission, board, administrative hearing body, arbitration panel, tribunal or
organization or any regulatory, administrative or other agency, or any political
or other subdivision, department or branch of any of the foregoing.

     "GROUND LEASE" means, as to a Leased Site or Other Interest Site, the
ground lease and/or any related easement, license or other agreement or document
pursuant to which Lessor or Sprint holds a leasehold interest, leasehold estate,
easement, license or other interest in such Site, together with any renewals or
extensions of the term thereof (whether by exercise of any right or option
contained therein or by execution of a new ground lease or other instrument
providing for the use of such Site), and including all amendments,
modifications, supplements, assignments, guarantees, side letters and other
documents related thereto.

     "GROUND LESSOR" means, as to a Leased Site or Other Interest Site, the
"lessor", "landlord", "licensor", or similar Person under the related Ground
Lease.

     "GROUND LESSOR ESTOPPEL" means, as to a Ground Lease, an estoppel from the
ground lessor thereunder for the benefit of Lessee, its successor and assigns,
lenders and rating agencies, in substantially the form of Exhibit J attached to
the Agreement to Lease.

     "GROUND RENT" means, as to any Site, all rents, fees and other charges
payable by Lessor to the Ground Lessor under the Ground Lease for such Site.

     "GSI FINANCING SUBSIDIARY" means any Person formed as an Affiliate of
Lessee to be the lessee under a Severed Lease as described in Section 41(e).

     "HAZARDOUS MATERIAL" has the meaning set forth in Section 23(a).


                                        6



     "IMPROVEMENTS" means, as to each Site, (a) one or more equipment pads or
raised platforms capable of accommodating exterior cabinets or equipment
shelters, huts or buildings, electrical service and access for the placement and
servicing of Sprint Collocator's and, if applicable, each Tower Subtenant's
Improvements; (b) buildings, huts, shelters or exterior cabinets; (c) generators
and associated fuel tanks; (d) grounding rings; (e) fencing; (f) signage; (g)
connections for utility service up to the meter; (g) hardware constituting a
tower platform to hold Sprint Collocator's and, if applicable, each Tower
Subtenant's Communications Equipment; (i) access road improvements; (j) common
shelters, if any; (k) all lighting systems and light monitoring devices; and (l)
such other equipment, alterations, replacements, modifications, additions, and
improvements as may be installed on or made to all or any component of a Site
(including the Land and the Tower). Improvements do not include Communications
Equipment.

     "INCLUSION" means the inclusion in the income of any Sprint Group Member of
any amount realized in connection with the transactions effected by this
Agreement or related documents other than the amounts described in Section
39(a)(1)(iv).

     "INDIVIDUAL SITE CLOSING CONDITIONS" has the meaning set forth in the
Agreement to Lease and Sublease.

     "INDIVIDUAL SITE PREPAID RENT" means the portion of the Rent attributable
to each Site, as set forth in Exhibit H hereto.

     "INITIAL MASTER LEASE SITES" has the meaning set forth in the definition of
"Master Lease Site."

     "LAND" means, as to each Site, the tract of land constituting a portion of
such Site, together with all easements and other rights appurtenant thereto.

     "LANDLORD REIMBURSEMENT TAXES" means, with respect to a Leased Site or
Other Interest Site, if the applicable Ground Lease provides that Ground Lessor
may pass-through any Taxes assessed against the Ground Lessor to the applicable
ground lessee, the amount of such Taxes for which the Ground Lessor seeks
reimbursement from the ground lessee or its assigns under the provisions of the
Ground Lease.

     "LAW" means any statute, rule, code, regulation, ordinance, interpretation
or Order of, or issued by, any Governmental Authority.

     "LEASED PROPERTY" means, with respect to each Site, (a) the Land related to
such Site, and (b) the Tower located on such Site (including the Sprint
Collocation Space), in each case together with the related Equipment,
Improvements (excluding Sprint's Improvements and any Tower Subtenant's
Improvements) and the Tower Related Assets with respect to such Site; provided,
however, that no leasehold, subleasehold or other real property interest is
granted pursuant to Section 3(b) in the Leased Property at any Pre-Lease Site
until the Conversion Closing for such Pre-Lease Site (to the extent same would
cause a default under any Ground Lease).

     "LEASED SITE" means the Sites occupied by Lessor or a Sprint Additional
Party, as applicable, pursuant to a lease or sublease.


                                        7



     "LESSEE" has the meaning set forth in the preamble.

     "LESSEE COMPETITOR" means a Person that conducts, as a significant
component of its business, the management, operation or marketing of
communications towers, and does not provide wireless communications services as
a substantial portion of its business.

     "LESSEE INDEMNITEE" means Lessee and its Affiliates, and its and their
respective directors, officers, employees, agents and representatives.

     "LESSEE LENDER" means the holder(s) of any loan secured by all or any
portion of Lessee's interests (or any of them) hereunder or with respect to any
Site, including, without limitation, a collateral assignment of any rights of
Lessee hereunder or under any related agreements or secured by the pledge of
equity interests in Lessee (each, a "SECURED LESSEE LOAN"), together with the
heirs, legal representatives, successors, transferees, nominees and assigns of
such holder(s).

     "LESSEE NEGOTIATED RENEWAL" has the meaning set forth in Section 4(c).

     "LESSEE OBLIGATIONS" has the meaning set forth in Section 42(a).

     "LESSEE PROPERTY TAX CHARGE" means, as to any Site, the annual amount
payable to Lessor by Lessee for Lessee's portion of Property Taxes with respect
to such Site pursuant to this Agreement in an amount equal to $1,975 per annum
(prorated for partial years) subject to an annual increase on each CPI Change
Date equal to three percent (3%).

     "LESSEE PERMITTED LIENS" means, as to any Site, collectively: (a) liens in
respect of Property Taxes or other Taxes that are not yet delinquent as long as
no foreclosure, distraint, sale or similar proceedings have been commenced with
respect thereto; (b) general utility, roadway and other easements or rights of
way which do not or would not reasonably be expected to, individually or in the
aggregate, materially adversely affect the use or operation of the Tower and/or
Site as a telecommunications tower facility; (c) rights of, or by, through or
under Persons leasing, licensing or otherwise occupying space on any Tower or
otherwise utilizing any Tower pursuant to any Collocation Agreement as provided
therein; (d) all Liens and other matters of public record against the underlying
real property interest of any ground lessor under any ground lease; (e) the
terms and provisions of any ground lease as provided therein; (f) any Mortgage
granted by Lessee in connection with a Secured Lessee Loan; (g) any Lien or
right created by Persons other than Lessee or its Affiliates prior to the
Effective Date; and (h) any Lien or right otherwise caused or consented to by
any Sprint Group Member.

     "LESSEE WORK" has the meaning set forth in Section 13(b).

     "LESSOR NEGOTIATED RENEWAL" has the meaning set forth in Section 4(d).

     "LIENS" means, with respect to any asset, any mortgage, guaranty, lien,
pledge, security interest, charge, attachment, restriction or encumbrance of any
kind in respect of such asset.

     "MASTER LEASE AND SUBLEASE ONE" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC One LLC, a Delaware limited
liability company, as


                                        8



lessor, Sprint Telephony PCS, L.P., as Sprint Collocator, Global Signal
Acquisitions II LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE AND SUBLEASE TWO" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Two LLC, a Delaware limited
liability company, as lessor, SprintCom, Inc., as Sprint Collocator, Global
Signal Acquisitions II LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE AND SUBLEASE FOUR" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Four LLC, a Delaware
limited liability company, as lessor, PhillieCo, L.P., as Sprint Collocator,
Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE AND SUBLEASE FIVE" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Five LLC, a Delaware
limited liability company, as lessor, Sprint Spectrum L.P., as Sprint
Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE AND SUBLEASE SIX" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Six Company, a Delaware
statutory trust, as lessor, Sprint Spectrum L.P., as Sprint Collocator, Global
Signal Acquisitions II LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE SITE" means, for purposes of this Agreement, any Site, (a)
which is identified in Exhibit A-1 (the "INITIAL MASTER LEASE SITES"); and (b)
any Site added to this Agreement as a Master Lease Site as provided herein.

     "MORTGAGE" means, as to any Site, any mortgage, deed to secure debt, deed
of trust, trust deed and/or other conveyance of, or encumbrance against, the
right, title and interest of a Party in and to the Land, Tower and Improvements
on such Site as security for any debt, whether now existing or hereafter arising
or created.

     "MORTGAGEE" means, as to any Site, the holder of any Mortgage, together
with the heirs, legal representatives, successors, transferees and assigns of
the holder.

     "NON-COLLOCATION SITES" has the meaning set forth in Section 6(c).

     "NON-CONTRIBUTABLE SITES" has the meaning set forth in the Agreement to
Lease and Sublease.

     "NON-FINANCEABLE SITES" has the meaning set forth in 41(c).

     "NON-FINANCEABLE SITE FINANCING COST" means, with respect to each
Non-Financeable Site included in the Final Non-Financeable Sites Statement, an
amount equal to the product of (x) 12% of the aggregate Individual Site Prepaid
Rent attributable to the Non-Financeable Sites and (y) a fraction, the numerator
of which is the amount of debt (not to exceed $850,000,000) Lessee obtains in
connection with the consummation of the transactions under the Agreement to
Lease and Sublease and the denominator of which is the sum of (1) the Rent and
Pre-Lease Rent,


                                        9



payable on the date hereof hereunder and (2) the aggregate Rent and Pre-Lease
Rent under and as defined in all of the Additional Master Lease and Subleases on
the date hereof.

     "NON-FINANCEABLE SITES SUPPORTING DOCUMENTATION" means all relevant
documentation reasonably requested by Lessor to verify the accuracy of the
Preliminary Non-Financeable Sites Statement.

     "NON-RESTORABLE SITE" means a Site that has suffered a casualty which
damages or destroys all or a Substantial Portion of any Site that constitutes a
non-conforming use under applicable Zoning Laws prior to such casualty and for
which Restoration requires under applicable Zoning Laws either (i) obtaining a
change in the zoning classification of the Site under applicable Zoning Laws or
Zoning Laws would not allow Lessee to rebuild a comparable replacement tower on
the Site substantially similar to the Tower damaged or destroyed by the
casualty, (ii) the filing and prosecution of a lawsuit or other legal proceeding
in a court of law, or (iii) any other permit or approval under applicable Zoning
Laws that cannot be obtained by Lessor, using commercially reasonable efforts,
in a period of time that will enable Restoration to be commenced (and a building
permit issued) within one (1) year after the casualty.

     "NON-SEVERABLE" means, with respect to any Alteration, any Alteration that
is not a Severable Alteration.

     "ONGOING REVENUE SHARING PAYMENT" means a Sprint Additional Party's and/or
Lessor's share of any Shared Ground Rent Increase Payment that is payable to a
Ground Lessor in installments rather than a one-time lump sum payment.

     "OPTION PURCHASE PRICE" means, with respect to each Site, the fixed
purchase price for such Site in the event Lessee exercises its purchase option
with respect to such Site under Section 36 of this Agreement, as specified in
Exhibit H.

     "OPTION SELLERS" has the meaning set forth in Section 36(a).

     "OPTION TRIGGER WINDOW" has the meaning set forth in Section 36(a).

     "OTHER INTEREST SITES" means the Sites, which are occupied by Lessor
pursuant to a license, easement, permit or similar arrangement. If a Site is not
an Owned Site or a Leased Site, such Site shall be deemed an Other Interest
Site.

     "OWNED SITE" not applicable.

     "PARTIES" has the meaning set forth in the preamble.

     "PARTY" has the meaning set forth in the preamble.

     "PERMITTED ACT" means any act expressly permitted under the Transaction
Documents; provided that the use and operation of the Leased Property in
commercial service in the manner that the Lessee or its Affiliates currently
uses and operates similar property in the tower business shall be considered to
be expressly permitted (provided that such use and operation is not in violation
of the Transaction Documents); provided further that, notwithstanding the
foregoing,


                                       10



the following shall not be Permitted Acts: (i) any substitution or replacement
of the Leased Property; (ii) any merger or consolidation of the Lessee or its
Affiliates; (iii) any modification, alteration, addition or improvement to the
Leased Property, in each case, which fails to comply with the provisions of Rev.
Proc. 2001-28, 2001-1 C.B. 1156; (iv) any voluntary or involuntary case or
proceeding seeking relief of debts of the Lessee or its Affiliates, (v) any
assignment of the Lessee's interest in the transactions contemplated by the
Transaction Documents; (vi) the entry into a New Lease under Section 40 of this
Agreement; and (vii) any severance of this Agreement under Section 41.

     "PERMITTED ENCUMBRANCES" has the meaning set forth in the Agreement to
Lease and Sublease.

     "PERMITTED USE" means use of each Site for the purposes of: (a)
constructing, installing, operating, repairing, altering, managing, maintaining
and marketing the Tower and Improvements of each Site and making further
Improvements to such Site as permitted under this Agreement, and (b) the use of
such Site by Sprint Collocator with respect to the Sprint Collocation Space or
any Available Space at such Site subject to the terms of the Collocation
Agreements and this Agreement, as the case may be, and (c) the use by Tower
Subtenants of any portions of the Land, Tower and Improvements of such Site
(including any Available Space) as is reasonably necessary for operation of the
Communications Facilities of such Tower Subtenants subject to the terms of the
Collocation Agreements and this Agreement.

     "PERSON" means any individual, corporation, limited liability company (or
series thereof), partnership, association, trust or any other entity or
organization, including a Governmental Authority.

     "PRE-LEASE RENT" has the meaning set forth in Section 11(b).

     "PRE-LEASE SITE" means, for purposes of this Agreement, each Site which is
not identified as a Master Lease Site on Exhibit A-1 and is therefore subject to
this Agreement as a Pre-Lease Site as of the Effective Date, until such Site is
converted to a Master Lease Site as provided herein.

     "PRELIMINARY NON-FINANCEABLE SITES STATEMENT" has the meaning set forth in
Section 41(c)(i).

     "PRIME RATE" means the rate of interest reported in the "Money Rates"
column or section of The Wall Street Journal (Eastern Edition) as being the
prime rate on corporate loans of larger U.S. Money Center Banks.

     "PROCEEDS" means all insurance moneys recovered or recoverable by Lessor,
Lessee or Sprint Collocator as compensation for casualty damage to any Site
(including the Tower and Improvements of such Site).

     "PROPERTY TAXES" means, as to each Site, any and all of the following
levies, assessed or imposed upon, against or with respect to the Site, any part
of the Site, or the use and occupancy of the Site at any time during the Term as
to such Site (whether imposed directly by a Governmental Authority or indirectly
through any other Persons, and including any penalties,


                                       11



fines, and interest related thereto): (a) real property and personal property ad
valorem taxes and assessments (other than Taxes imposed on Lessee by a
Governmental Authority with respect to Improvements treated as being owned by
Lessee); (b) charges made by any public or quasi public authority for
improvements or betterments related to the Site (other than Taxes imposed on
Lessee by a Governmental Authority with respect to Improvements treated as being
owned by Lessee); (c) sanitary taxes or charges, sewer or water taxes or
charges, and (d) any other tax imposed solely as a result of ownership of the
Leased Property similar to the Taxes described in (a) through (c), in each case
other than Landlord Reimbursement Taxes.

     "PROPORTIONAL RENT" has the meaning set forth in Section 11(f).

     "PURCHASE OPTION CLOSING DATE" means May 25, 2037.

     "PURCHASE SITES" means all Sites then subject to the terms and provisions
of this Agreement that are not Excluded Purchase Sites.

     "QUALIFYING LESSEE TRANSFEREE" means a Person who has outstanding senior
unsecured debt securities or comparable long term obligations rated B- or higher
by Standard & Poor's Ratings Services or B3 or higher by Moody's Investors
Service.

     "QUALIFYING SPRINT TRANSFEREE" means a Person who has outstanding senior
unsecured debt securities or comparable long term obligations rated BBB- or
higher by Standard & Poor's Ratings Services or Baa3 or higher by Moody's
Investors Service.

     "RATABLE GLOBAL PARENT MAXIMUM OBLIGATION" has the meaning set forth in
Section 41(d).

     "REIMBURSABLE COSTS" has the meaning set forth in Section 18(f).

     "REIMBURSABLE MAINTENANCE EXPENSES" has the meaning set forth in Section
30(a).

     "RELEASE" has the meaning set forth in Section 23(a).

     "RENEWAL GROUND RENT" means the aggregate base Ground Rent (including any
periodic escalations thereof) payable during the initial term of any Lessee
Negotiated Renewal or Lessor Negotiated Renewal.

     "RENT" has the meaning set forth in Section 11(b).

     "RENT PAYMENT PERIOD" means, as to each Site, the taxable period set forth
in Exhibit A.

     "RESTORATION" means, as to a Site that has suffered casualty damage or is
the subject of a Taking, such restoration, repairs, replacements, rebuilding,
changes and alterations, including the cost of temporary repairs for the
protection of such Site, or any portion of such Site pending completion of
action, required to restore the applicable Site (including the Tower and
Improvements on such Site but excluding any of Sprint's Communications Equipment
or Improvements the restoration of which shall be the sole cost and obligation
of Sprint Collocator) to a condition which is at least as good as the condition
which existed immediately prior to such


                                       12



damage or Taking (as applicable), and such other changes or alterations as may
be reasonably acceptable to Sprint Collocator and Lessee or required by Law.

     "REVENUE SHARING PAYMENT" means any additional amounts payable to any
Ground Lessor as a Shared Ground Lease Payment under (i) any Ground Lease in
effect as of the Effective Date, (ii) renewals and extensions of any Ground
Lease executed after the Effective Date pursuant to terms contained therein on
the Effective Date or (iii) any renewals or extensions of a Ground Lease
executed after the Effective Date that do not increase any revenue sharing
percentage beyond the amount immediately prior to the effectiveness thereof.

     "RIGHT OF SUBSTITUTION" means the right of Sprint Collocator to remove its
Communications Equipment from the Sprint Collocation Space at a Site and move
same to Available Space on such Site by relocation of its Communications
Facility on such Site to a portion of such Available Space not larger than the
Sprint Tower Envelope, in accordance with and subject to the limitations
contained in Section 25.

     "SECTION 467 LOAN" has the meaning set forth in Section 11(f).

     "SECURED LESSEE LOAN" has the meaning set forth in the definition of
"LESSEE LENDER".

     "SEVERABLE" means, with respect to any Alteration, any Alteration that can
be readily removed from a Site or portion of such Site without damaging it in
any material respect or without diminishing or impairing the value, utility,
useful life or condition that the Site or portion of such Site would have had if
such Alteration had not been made (assuming the Site or portion of such Site
would have been in compliance with this Agreement without such Alteration), and
without causing the Site or portion of such Site to become "limited use
property" within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156.
Notwithstanding the foregoing, an Alteration will not be considered Severable if
such Alteration is necessary to render the Site or portion of such Site complete
for its intended use by Lessee (other than Alterations consisting of ancillary
items of Equipment of a kind customarily furnished by lessees or operators of
property comparable to the Site or portion of such Sites).

     "SEVERANCE NOTICE" has the meaning set forth in Section 41(d).

     "SEVERED LEASE" means a lease and sublease in substantially the form of
this Agreement, with appropriate changes to reflect the fact that this Agreement
has been so severed.

     "SEVERED SITE" means the Sites severed from this Agreement pursuant to
Section 41.

     "SHARED GROUND LEASE PAYMENT" has the meaning set forth in the Agreement to
Lease and Sublease.

     "SHARED GROUND RENT INCREASE PAYMENT" means, as to any Site, an amount
equal to (i) fifty percent (50%) of the Renewal Ground Rent under any Lessee
Negotiated Renewal or any Lessor Negotiated Renewal exceeding one-hundred thirty
percent (130%) of the Expiring Ground Rent for such Site up to and including one
hundred sixty percent (160%) of the Expiring Ground Rent for such Site, plus
(ii) one hundred percent (100%) of the portion of the Renewal Ground Rent under
such Lessee Negotiated Renewal or Lessor Negotiated Renewal exceeding


                                       13



one hundred sixty percent (160%) of the Expiring Ground Rent for such Site. The
foregoing assumes the term of the applicable Ground Lease for which Renewal
Ground Rent and Expiring Ground Rent are calculated are of equivalent length,
and, if not of equivalent length, the period over which the Ground Rent for the
Expiring Ground Lease shall be calculated shall match the length of the term of
the Lessee Negotiated Renewal or Lessor Negotiated Renewal, as applicable.

     "SITE" means all of the Sites identified on Exhibit A hereto, which
includes all Master Lease Sites and Pre-Lease Sites, as applicable, now or
hereafter subject to this Agreement. As used in this Agreement, reference to a
Site (including any reference to a Master Lease Site or a Pre-Lease Site) will
include the Land, the Tower, the Improvements (excluding Severable Alterations)
and Non-Severable Alterations but will not include Sprint's Improvements or
Sprint's Communications Equipment or any Tower Subtenant's Improvements or Tower
Subtenant's Communications Equipment and in each case shall include all of the
Leased Property with respect to such Site.

     "SITE DESIGNATION SUPPLEMENT" means, as to any Master Lease Site, a
supplement to this Agreement, in substantially the form of Exhibit B attached to
this Agreement.

     "SITE EXPIRATION DATE" means, as to any Site, (a) as to an Owned Site, the
Site Expiration Outside Date and (b) as to a Leased Site or Other Interest Site,
the sooner to occur of (i) one day prior to the expiration of the relevant
Ground Lease (as the same may be extended or renewed pursuant to the terms of
this Agreement), or (ii) the Site Expiration Outside Date.

     "SITE EXPIRATION OUTSIDE DATE" means, as to any Site, May 25, 2037.

     "SPRINT" means Sprint Corporation and Affiliates thereof that are parties
to the Agreement to Lease and Sublease.

     "SPRINT ADDITIONAL PARTY" means each Sprint Group Member which, at any
applicable time during the Term of this Agreement, has not yet contributed its
right, title and interest in the Leased Property at a Pre-Lease Site to Lessor
pursuant to the Agreement to Lease and Sublease.

     "SPRINT BUFFER ZONE" has the meaning set forth in Section 6(b).

     "SPRINT COLLOCATION CHARGE" has the meaning set forth in Section 11(b).

     "SPRINT COLLOCATION SPACE" means, as to each Site: (a) the portions of the
Land and Improvements comprising the Site used or occupied exclusively by Sprint
Collocator or its Affiliates, or on which any portion of Sprint's Communications
Facility is located, operated or maintained as of the Effective Date (including,
without limitation, portions of the Land and Improvements on which switches and
other of Sprint's Communications Equipment are located and the air space above
such portion of the Land and Improvements (to the extent such air space is not
occupied by a third party on the Effective Date)), (b) the portion of the Tower
on the Site on or within which any portion of Sprint's Communications Facility
is located, operated or maintained as of the Effective Date (including without
limitation, portions of the Tower on which any antennas, transmission lines,
amplifiers and filters are located), plus (in the event Sprint Collocator
maintains fewer than nine (9) 1' x 6' panel antennas on such Tower as of the


                                       14



Effective Date) an additional portion of the Tower on the Site that will enable
Sprint Collocator to locate, operate and maintain Communications Equipment on
the Tower consisting of an aggregate (or the equivalent weight and wind loading)
of no more than nine (9) 1' x 6' panel antennas and related equipment extending
not more than eight (8) contiguous vertical feet on such Tower, with no more
than nine (9) lines of co-axial cable not to exceed 1-5/8 inch in diameter
(provided any space for such co-axial cable constitutes a non-exclusive
easement, available for use by Lessee and other Tower Subtenants); and (c) any
and all rights pursuant to Sections 6(b) and 25 and all appurtenant rights
reasonably inferable to permit Sprint Collocator's full use and enjoyment of the
Sprint Collocation Space, including without limitation, the rights specifically
described in Section 6, all in accordance with Section 6.

     "SPRINT COLLOCATOR" means Sprint Telephony PCS, L.P. and its permitted
successors and assigns hereunder, to the extent same are permitted to succeed to
Sprint Collocator's rights hereunder.

     "SPRINT GROUP" means, collectively, Sprint Parent and its Affiliates
(including Lessor) whose names are set forth in the signature pages of this
Agreement or the Agreement to Lease and Sublease and any Affiliate of Sprint
Parent which at any time becomes a "sublessor" under this Agreement in
accordance with the provisions of this Agreement. Each member of the Sprint
Group is herein a "SPRINT GROUP MEMBER". Solely for purposes of Section 39, the
term "SPRINT GROUP" will include each Sprint Group Member, the affiliated group
of corporations and each member of such group within the meaning of Code Section
1504 of which any Sprint Group Member is or will become a member if such group
will have filed a consolidated return; if applicable, each member in any entity
classified as a partnership for federal income tax purposes and such entity
itself if and to the extent such entity is treated as the tax owner of any of
the Sites or portions of the Sites or such entity is a direct or indirect
partner in another entity classified as a partnership which is so treated (in
either case, a "SPRINT PARTNERSHIP"); and, if applicable, any entity owned by a
Sprint Group Member or an Sprint Partnership that for federal income tax
purposes is disregarded as an entity separate from its owner.

     "SPRINT INDEMNITEE" means Lessor, each Sprint Additional Party, Sprint
Collocator and their respective Affiliates, directors, officers, employees,
agents and representatives (except Lessee and its Affiliates and any agents of
Lessee or its Affiliates).

     "SPRINT MARKET ASSIGNEE" has the meaning set forth in Section 26(b).

     "SPRINT PARENT" means Sprint Corporation, a Kansas corporation.

     "SPRINT PARTNERSHIP" has the meaning set forth in the definition of "SPRINT
GROUP".

     "SPRINT TOWER ENVELOPE" means, as to each Site, the portion of the Sprint
Collocation Space on the Tower on the Site that will enable Sprint Collocator to
locate, operate and maintain Sprint's Communications Equipment on the Tower
consisting of an aggregate (or the equivalent weight and wind loading) of nine
(9) 1' x 6' panel antennas and related equipment extending not more than eight
(8) contiguous vertical feet on such Tower.

     "SPRINT TRANSFER" has the meaning set forth in Section 26(b).


                                       15



     "SPRINT'S COMMUNICATIONS EQUIPMENT" means any Communications Equipment
owned or leased (other than from Lessee) by Sprint Collocator or its Affiliates.

     "SPRINT'S IMPROVEMENTS" means any Improvements of Sprint Collocator or its
Affiliates located at a Site, solely with respect to Sprint's Communications
Equipment.

     "STANDARD PROCEDURES" has the meaning set forth in Section 13(b)(ii).

     "SUBSTANTIAL PORTION OF ANY SITE" means, as to a Site, so much of the such
Site (including the Land, Tower and Improvements of such Site, or any portion of
such Site) as, when subject to a Taking or damage as a result of a casualty,
leaves the untaken or undamaged portion unsuitable for the continued feasible
and economic operation of such Site for the Permitted Use.

     "SUBSTITUTION" means the relocation by Sprint Collocator on a Site,
pursuant to its Right of Substitution.

     "SUPER FUND" has the meaning set forth in Section 23(a).

     "SUPER LIEN" has the meaning set forth in Section 23(a).

     "TAKING" means, as to any Site, any condemnation or exercise of the power
of eminent domain by any Governmental Authority, or any taking in any other
manner for public use, including a private purchase, in lieu of condemnation, by
a public authority.

     "TAXES" means all forms of taxation, whenever created or imposed, whether
imposed by a local, municipal, state, foreign, Federal or other Governmental
Authority, and whether imposed directly by a Governmental Authority or
indirectly through any other Person, and, without limiting the generality of the
foregoing, will include any income, gross receipts, ad valorem, excise,
value-added, sales, use, transfer, franchise, license, stamp, occupation,
withholding, employment, payroll, personal property, real property or
environmental tax, levy, charge, assessment, fee or premium, together with any
interest, penalty, addition to tax or additional amount imposed by a
Governmental Authority or indirectly through any other Person.

     "TAX ASSUMPTIONS" has the meaning set forth in Section 39(a)(1).

     "TAX CLAIM" has the meaning set forth in Section 39(d).

     "TAX INDEMNITEE" has the meaning set forth in Section 39(a)(3)(i).

     "TAX INDEMNITY NOTICE" has the meaning set forth in Section 39(a)(3)(i).

     "TAX LOSS" has the meaning set forth in Section 39(a)(3)(i).

     "TECHNICAL CLOSING" has the meaning set forth in the Agreement to Lease and
Sublease.

     "TEN YEAR WITHDRAWAL DATE" has the meaning set forth in Section 10(a).

     "TERM" means: (i) as to this Agreement, the term set forth in Section 9(a);
and (ii) as to each Site, the term during which this Agreement is applicable to
such Site.


                                       16



     "TOTAL NON-FINANCEABLE SITE FINANCING COSTS" has the meaning set forth in
Section 41(c)(iii).

     "TOWER RELATED ASSETS" means, with respect to each Tower, (a) to the extent
such rights are assignable to Lessee, all rights to any warranties held by
Lessor with respect to such Tower (or the related Site) prior to the date hereof
(and if such rights cannot be granted to Lessee, such rights shall be enforced
by Sprint Collocator, at Lessee's cost, at the direction of and for the benefit
of Lessee), (b) to the extent such rights are assignable to Lessee, all rights
under any Governmental Approvals held exclusively with respect to the ownership
or operation of such Tower (and of the related Site if such Site is an Owned
Site) prior to the date hereof (and if such rights cannot be granted to Lessee,
such rights shall be enforced by the applicable Sprint Additional Party (or if
such rights must be enforced by an Affiliate of Sprint, the applicable Sprint
Additional Party shall cause such Affiliate to enforce such rights), at Lessee's
cost, at the direction of and for the benefit of Lessee), (c) to the extent such
rights may be granted to Lessee, a sublicense or other right to use any
Governmental Approvals not held exclusively with respect to, but held in part
for the benefit of, the ownership or operation of such Tower (and of the related
Site if such Site is an Owned Site), and (d) copies of, or extracts from, all
current files and records of Lessor or any other Sprint Group Member solely
related to the ownership, occupancy or leasing of such Tower (and of the related
Site if such Site is an Owned Site), or, to the extent not so solely related,
appropriate extracts thereof. "TOWER RELATED ASSETS" does not include any
intellectual property or intangible rights or Excluded Assets.

     "TOWER REMOVAL BONDS" means, collectively, any bonds, letters of credit,
deposits or other security interests relating to the removal of a Tower from a
Site.

     "TOWER SUBTENANT" means, as to any Site, any Person (other than Sprint
Collocator), which: (a) is a "sublessee" under any Collocation Agreement
affecting such Site; or (b) subleases, licenses or otherwise acquires from
Lessee the right to use Available Space on such Site.

     "TOWER SUBTENANT'S COMMUNICATIONS EQUIPMENT" means any Communications
Equipment owned or leased (other than from Lessee) by a Tower Subtenant.

     "TOWER SUBTENANT'S IMPROVEMENTS" means the Improvements of any Tower
Subtenant located at any Site.

     "TOWERS" means the communications towers on the Sites.

     "TRANSACTION DOCUMENTS" means this Agreement, the Agreement to Lease and
Sublease, the Collateral Agreements and all other documents to be executed by
the Parties in connection with the consummation of transactions contemplated by
the Agreement to Lease and Sublease and this Agreement.

     "TRANSFER TAXES" has the meaning set forth in Section 16(d).

     "TRANSITION SERVICES AGREEMENT" has the meaning set forth in Section 12(c).

     "UNAMORTIZED RENT" means, for any applicable Site, an amount equal to the
product of (x) the Rent or Pre-Lease Rent, as applicable for such Site, and (y)
a fraction, the numerator of


                                       17



which is the number of years (to three decimal places) remaining from and after
the applicable measuring date to the Site Expiration Outside Date and the
denominator of which is thirty-two (32).

     "UNPAID AMOUNT" has the meaning set forth in Section 11(d).

     "WITHDRAWAL CAUSE" means, as to any Site, the inability of Sprint
Collocator (after using commercially reasonable efforts) to obtain or maintain
any Governmental Approval necessary for the operation of Sprint's Communications
Facility at such Site; provided, however, that Sprint Collocator may not assert
Withdrawal Cause if Sprint Collocator (i) cannot maintain or obtain or otherwise
forfeits a Governmental Approval as a result of the violation of any Laws by
Sprint Collocator or its Affiliates or any enforcement action or proceeding
brought by any Governmental Authority against Sprint Collocator or its
Affiliates because of any alleged wrongdoing by Sprint Collocator or its
Affiliates or (ii) does not have such Governmental Approval on the Effective
Date and such Governmental Approval was required on the Effective Date.

     "WITHDRAWAL DATE" means the effective date of Sprint Collocator's election
to terminate its leaseback or other use and occupancy of the Sprint Collocation
Space at any Site pursuant to a Withdrawal Notice.

     "WITHDRAWAL NOTICE" has the meaning set forth in Section 10(a).

     "WITHDRAWAL RIGHTS" means the rights of Sprint Collocator to elect to
terminate its leaseback or other use and occupancy of the Sprint Collocation
Space with respect to a Site as described in Section 10(a).

     "ZONING LAWS" means any zoning, land use or similar Laws, including,
without limitation, Laws relating to the use or occupancy of any communications
towers or property, building codes, zoning ordinances and land use regulations.

     "90 DAY LESSEE NOTICE" has the meaning set forth in Section 16(c).

     Any other capitalized terms used in this Agreement will have the respective
meanings given to them elsewhere in this Agreement.



     SECTION 2. DOCUMENTS.

     (a) This Agreement will consist of the following documents, as amended from
time to time as provided herein:

          (i) this Agreement;

          (ii) the following Exhibits, which are incorporated herein by this
     reference:

Exhibit A          List of Sites
Exhibit A-1        List of Master Lease Sites
Exhibit B          Form of Site Designation Supplement



                                       18





Exhibit C          Intentionally Omitted
Exhibit D          Form of Officer's Certificate of Sprint Corporation
Exhibit E          Form of Officer's Certificate of Global Signal Inc.
Exhibits F and G   Intentionally Omitted
Exhibit H          Individual Site Rent and Option Purchase Price Amount


          (iii) Schedules to the Exhibits, which are incorporated herein by
     reference and Schedule 1 hereto which is Incorporated by reference; and

          (iv) such additional documents as are incorporated by reference.

     (b) If any of the foregoing are inconsistent, this Agreement will prevail
over the Exhibits, the Schedules and additional incorporated documents.

     SECTION 3. MASTER LEASE SITES AND PRE-LEASE SITES.

     (a) Subject to the terms and conditions of this Agreement, Lessor hereby
lets, leases and demises unto Lessee, and Lessee hereby leases, takes and
accepts from Lessor the Leased Property of all of the Master Lease Sites. Each
Master Lease Site in addition to the Initial Master Lease Sites will be made
subject to this Agreement by means of a Conversion Closing (after which Lessor
and Lessee will execute and deliver at a Technical Closing a Master Lease Site
Designation Supplement between Lessor and Lessee and the amendment of Exhibit A
hereto to reflect such Site as a Master Lease Site instead of a Pre-Lease Site).
Lessor and Lessee acknowledge and agree that this single Agreement is
indivisible (except pursuant to Section 41(d)), intended to cover all of the
Sites and is not a separate lease and sublease or agreement with respect to
individual Sites, and in the event of a bankruptcy of any Party, all Parties
intend that this Agreement be treated as a single indivisible Agreement. All
disclaimers of obligations by Sprint Collocator and its Affiliates under this
Agreement are qualified in all respects by such Parties' representations,
warranties and covenants under the Agreement to Lease and Sublease. In addition,
the Parties acknowledge and agree that this Agreement is intended to be treated
for U.S. federal income tax purposes as (i) a lease between Lessee and Lessor,
with respect to the Sites, and (ii) a lease between Lessee and Sprint
Collocator, with respect to the Sprint Collocation Space; and the Parties
further agree to not take any position on any tax return that is inconsistent
with such treatment.

     (b) As to each Master Lease Site, this Agreement is a grant of a leasehold
interest in each Owned Site; and as to Leased Sites and Other Interest Sites,
this Agreement is a grant of a subleasehold or other interest in each Leased
Site or Other Interest Site, as applicable.

     (c) As to each Pre-Lease Site, Lessor hereby appoints, and Lessee agrees to
act and will act, as the exclusive operator of the Leased Property at each of
the Pre-Lease Sites during the Term as to each Pre-Lease Site. In performing its
duties as operator of the Pre-Lease Sites, Lessee will manage, administer and
operate each of the Pre-Lease Sites, subject to the provisions of this
Agreement, in a manner (i) which is comparable to and in accordance with prudent


                                       19



management and quality standards used in the telecommunications industry by
nation-wide communications tower operators operating portfolios of comparable
size and quality as that being leased and operated under this Agreement and (ii)
consistent with the standards used to manage, administer and operate the Master
Lease Sites. Except as specifically provided herein, no Sprint Additional Party
nor Lessor shall exercise any rights or take any actions with respect to the
operation, maintenance, leasing or licensing with respect to any Pre-Lease
Sites, all such rights being exclusively reserved to Lessee hereunder.

     (d) Lessee hereby accepts the Leased Property at each Site in its "AS IS"
condition, without any representation, warranty or covenant of or from Lessor,
Sprint or their respective Affiliates whatsoever as to its condition or
suitability for any particular use, except as may be expressly set forth in this
Agreement or in the Agreement to Lease and Sublease. Except as set forth in this
Agreement and the Agreement to Lease and Sublease, Lessee hereby acknowledges
that neither Lessor, Sprint nor any agent or Affiliate of Lessor or Sprint has
made any representation or warranty, express or implied, with respect to any of
the Leased Property, or any portion of such Leased Property, or the suitability
or fitness for the conduct of Lessee's business or for any other purpose,
including the Permitted Use, and Lessee further acknowledges that it has had
sufficient opportunity to inspect and approve the condition of the Leased
Property at each of the Sites.

     (e) From and after the Effective Date, Lessee will receive and will be
entitled to all of the revenue generated by the Sites (including, without
limitation, all revenue under the Collocation Agreements) and neither Lessor,
Sprint nor any of their respective Affiliates will be entitled to any of such
revenue, and if any such revenue is paid to any such Person, it will remit same
to Lessee as soon as reasonably possible after any Sprint Group Member becomes
aware of its receipt thereof (including, without limitation, by notice from
Lessee of such receipt), but in no event more than ten (10) Business Days, and
Sprint Collocator shall cause its Affiliates to perform any such obligation
hereunder. Lessor or the applicable Sprint Additional Party (as applicable) will
direct (or cause its Affiliate to direct), in writing, all payors of amounts due
with respect to any Sites to pay such amounts to Lessee. From and after the
Effective Date, and except as expressly provided in this Agreement, Lessee also
will be responsible for the payment of, and will pay, all expenses related to or
associated with the Sites, whether ordinary or extraordinary, and whether
foreseen or unforeseen. The rights granted to Lessee under this Agreement
include, with respect to each Tower, the right of Lessee to use and employ, to
the extent such rights may be legally granted to or used by Lessee, the Tower
Related Assets related to the Sites.

     (f) Lessee may from time to time make, subject to the requirements of
Section 13, such Alterations as Lessee may deem desirable in the proper conduct
of its business, so long as (i) such Alteration will not disrupt or otherwise
adversely affect Sprint Collocator's use of the Site in any material respect and
is made in accordance with the requirements set forth in Section 13 of this
Agreement, (ii) such Alteration will not result in any material respect in (y)
the value of the Site or portion of such Site being less than the value of such
Site immediately prior to such Alteration, or (z) the economic life of the Site
or portion of the Site being less than the economic life of the Site or portion
of the Site immediately prior to such Alteration, and (iii) such Alteration will
not cause the Site or portion of such Site to constitute "limited use property"
within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156.


                                       20



     SECTION 4. GROUND LEASES.

     (a) Lessee hereby acknowledges that, as to the Leased Property of each
Leased Site or Other Interest Site, as applicable, this Agreement is subject and
subordinate to all of the terms and conditions of, the applicable Ground Lease
of such Leased Site or Other Interest Site, as applicable. As to any Leased Site
or Other Interest Site, as applicable, neither Lessor nor any other Sprint Group
Member will be deemed to have assumed any duty or obligation of the Ground
Lessor under the applicable Ground Lease and will not be liable or responsible
in any manner whatsoever for any failure of such Ground Lessor to perform any
such duty or obligation. Lessee agrees that it will promptly pay or cause to be
paid the Ground Rent under each of the Ground Leases for the Leased Sites or
Other Interest Sites, as applicable during the Term of this Agreement when such
payments become due and payable and, if Lessee fails to pay Ground Rent under
any Ground Lease on a timely basis, Lessee will be responsible for any
applicable late charges, fees or interest payable to the Ground Lessor;
provided, however, that should any Ground Lessor refuse the payment of Ground
Rent for an applicable Site from any Person other than Lessor or its Affiliate,
as applicable, then Lessor or its Affiliate, as applicable, after written notice
from Lessee of the need for payment from such Person, will promptly pay such
amount, and Lessee will reimburse Lessor therefor within five (5) days after the
date of Lessor's payment. Except as provided in Section 4(c), Lessee will abide
by, comply in all respects with, and fully and completely perform all terms,
covenants, conditions, and provisions of each Ground Lease (including, without
limitation, terms, covenants, conditions, and provisions relating to
maintenance, insurance and alterations) as if Lessee were the "ground lessee"
under the applicable Ground Lease and, to the extent evidence of such
performance must be provided to the Ground Lessor of the applicable Ground
Lease, Lessee will provide such evidence to Ground Lessor. Unless otherwise
directed by Lessee or upon the suspension of the limited power of attorney
granted to Lessee below, neither Lessor, Sprint, nor any of their respective
Affiliates shall take any actions to interfere with Lessee acting as the "ground
lessee" under any Ground Leases as long as Lessee is performing its obligations
with respect to Ground Leases hereunder. To the extent that any Ground Lease
imposes or requires the performance of the "ground lessee" thereunder of any
duty or obligation that is more stringent than or in conflict with any term,
covenant, condition, or provision of this Agreement, the applicable term,
covenant, condition, or provision of the Ground Lease will control and will
constitute the duties and obligations of Lessee under this Agreement as to the
subject matter of such term, covenant, condition, or provision. Lessee will not
(and with respect to its activities on the Sprint Collocation Space, Sprint
Collocator will not) engage in or permit any conduct that would: (i) constitute
a breach of or default under any Ground Lease; or (ii) result in the Ground
Lessor being entitled to terminate the applicable Ground Lease or to terminate
Lessor's right as ground lessee under such Ground Lease, or to exercise any
other rights or remedies to which the Ground Lessor may be entitled for a
default or breach under the applicable Ground Lease. In no event shall Lessee
have any liability to any Sprint Group Member for any breach of a Ground Lease
caused by an act or omission of Lessor or any Sprint Group Member, before, on,
or after the Effective Date, and Sprint Collocator hereby indemnify and hold the
Lessee Indemnitees harmless from and against and in respect of any and all
Claims (other than Claims, to the extent arising from actions taken by Lessee or
its Affiliates) paid, suffered, incurred or sustained by any Lessee Indemnitee
and in any manner arising out of, by reason of, or in connection therewith.
During the Term as to any Leased Site or Other Interest Site, as applicable, and
subject to Sections 4(c) and 4(f) below, Lessee agrees to exercise prior to the
expiration of the applicable Ground Lease and in


                                       21



accordance with the provisions of the applicable Ground Lease, any and all
renewal options existing as of the Effective Date and any further renewal or
extension options that may be granted by any Ground Lessor after the Effective
Date for any such Leased Site or Other Interest Site, as applicable, under the
Ground Leases of such Leased Sites or Other Interest Sites, as applicable;
provided, however, that Lessee shall not be required to exercise any Ground
Lease renewal option if Sprint Collocator at the Site covered by such Ground
Lease is in default of its obligations under this Agreement as to the Site
beyond applicable notice and cure periods provided herein.

     (b) Lessee will not be entitled to act as agent for, or otherwise on behalf
of, Lessor or its Affiliates or to bind Lessor or its Affiliates in any way
whatsoever in connection with any Ground Lease or otherwise except as provided
in this Section 4. Lessor hereby delegates to Lessee the sole and exclusive
right to perform the obligations of and assert the rights of the "ground lessee"
under all Ground Leases and of the Sprint Additional Parties (or their
respective Affiliates) under all Collocation Agreements with respect to
Pre-Lease Sites, and to exercise all rights thereunder subject only to the other
provisions of this Section 4. In accordance with the provisions of this
Agreement, Lessee will have the right to review, negotiate and execute on behalf
of Lessor amendments and other documentation relating to Ground Leases and to
otherwise act on behalf of Lessor in dealing with the Ground Lessors under the
Ground Leases, and Lessor hereby grants to Lessee a limited power of attorney
and, subject to any limitation on such appointment herein, appoints Lessee as
its agent and attorney to review, negotiate and execute on behalf of Lessor
amendments and other documentation relating to Ground Leases and to otherwise
act on behalf of Lessor in dealing with the Ground Lessors under the Ground
Leases. The foregoing power of attorney and appointment are subject to the
following requirements and limitations: (i) all amendments and other
documentation executed by Lessee, and actions taken by Lessee on behalf of
Lessor must comply in all respects with the requirements and provisions of this
Agreement, (ii) upon request by Lessor, Lessee will provide Lessor with such
summaries, documentation and other information relating to Lessee's negotiations
and other activities pertaining to the Ground Lease and the Ground Lessors as
Lessor may reasonably request, and (iii) the foregoing power of attorney and
appointment granted herein to Lessee may be suspended by written notice from
Lessor to Lessee at any time upon the occurrence of an event of default by
Lessee under this Agreement or if Lessee violates or fails to comply with the
foregoing requirements and limitations and until such violation or failure is
cured. Lessee may use such power of attorney to (i) negotiate and execute any
Ground Lease renewal that is for a term of not more than five (5) years, which
may contain successive five (5) year renewal options and otherwise shall be on
commercially reasonable terms, (ii) execute other modifications, waivers and
amendments to Ground Leases (including non-disturbance agreements related
thereto) that are reasonably required in the normal course of business and
operations of the Sites, (iii) amend, modify, enforce or waive any terms of any
Collocation Agreements or enter into new site supplements or site subleases
applicable to Pre-Lease Sites or (iv) enter into any collocation agreements,
site supplements or site subleases out for signature on the date hereof or
partially executed on the date hereof applicable to Master Lease Sites and
Pre-Lease Sites. Lessor shall, from time to time and upon reasonable request
from Lessee, execute documentation reasonably necessary to confirm Lessee's
rights hereunder to a counterparty under a Collocation Agreement, within ten
(10) Business Days of receipt of a request therefor by Lessee, provided, that
Lessor and each Sprint Additional Party will not be required to obtain any new
board resolutions from any Person that is a corporation or similar resolutions
or approvals from any Person that is a


                                       22



limited liability company, partnership or trust. Lessee will, and does hereby
agree to, indemnify, defend and hold the Sprint Indemnitees harmless from,
against and in respect of any and all Claims paid, suffered, incurred or
sustained by any Sprint Indemnitee and in any manner arising out of, by reason
of, or in connection with all deeds and activities performed by Lessee pursuant
to and under the authority granted by the power of attorney granted in this
Section 4(b) (including, without limitation, a violation failure to comply with
the foregoing requirements and limitations), provided, however, that such
indemnity shall not be for amounts payable under a Ground Lease after the Site
Expiration Outside Date, unless Lessee exercises its rights under Section 36
with respect to a Site or the terms and provisions of such Ground Lease that
extends beyond the Site Expiration Outside Date are not commercially reasonable.
Except as expressly provided in this Agreement, no amendment, renewal, extension
or other change to any Ground Lease desired by Lessee during the Term pursuant
to this Section 4 will be effected without the prior consent of Lessor, such
consent not to be unreasonably withheld, conditioned or delayed. Lessor or the
Sprint Additional Parties, as applicable, shall respond to any written request
that they execute or consent to the execution of a Ground Lease amendment within
ten (10) Business Days of written notice thereof, with a failure to respond
being deemed a consent to the execution of such Ground Lease amendment by
Lessee.

     (c) With respect to any negotiations with a Ground Lessor of the terms of a
renewal or extension of a Ground Lease (other than a renewal or extension
pursuant to an option contained in such Ground Lease which Lessor is obligated
to exercise pursuant to Section 4(a)), Lessee will, at Lessee's sole cost and
expense, use commercially reasonable efforts to negotiate and obtain an
extension or renewal of all Ground Leases of the Leased Sites and Other Interest
Sites on behalf of and for the benefit of Lessor, and Lessor, if requested by
Lessee, will make commercially reasonable efforts to assist Lessee in obtaining
such extension or renewal; provided, however, that such renewal or extension
does not impose any liability or obligation on Lessor, Sprint Collocator or any
of their respective Affiliates during the Term as to the applicable Site for
which Lessee is not responsible (or subsequently agrees to be responsible) under
the terms of this Agreement. If, at the conclusion of any such negotiations by
Lessee (a "LESSEE NEGOTIATED RENEWAL"), Lessee has obtained a proposal from the
applicable Ground Lessor for the renewal or extension of such Ground Lease that
provides for Renewal Ground Rent under such renewal or extension that does not
exceed one hundred sixty percent (160%) of the Expiring Ground Rent, does not
increase any revenue sharing thereunder and does not impose any other conditions
or responsibilities on the Lessee thereunder materially more onerous than in
such Ground Lease prior to the renewal thereof for such Site, Lessee agrees that
Lessee will be required to accept such proposal and use commercially reasonable
efforts to cause such renewal or extension to be entered into (subject to Sprint
Collocator not being in default hereunder at such Site beyond applicable notice
and cure periods provided herein); provided, however, that in such event the
Sprint Collocation Charge payable by Sprint Collocator under this Agreement for
the Sprint Collocation Space at the Site that is subject to such renewal or
extension will increase during the entire period of such renewal or extension
(and any subsequent renewals or extensions thereof exercised prior to the
applicable Withdrawal Date) by the amount of the Shared Ground Rent Increase
Payment. If the proposed Lessee Negotiated Renewal provides for Renewal Ground
Rent that exceeds one hundred sixty percent (160%) of the Expiring Ground Rent
or otherwise increases any revenue sharing thereunder or otherwise imposes any
other conditions materially more onerous than those contained in such Ground
Lease prior to the renewal thereof for such Site, and Lessee does not desire to
accept Renewal


                                       23



Ground Rent, Lessee shall so notify Lessor in writing of the Renewal Ground Rent
provided for in such Lessee Negotiated Renewal, and Lessor shall have right
(exercisable by written notice from Lessor to Lessee within thirty (30) days
after receipt of such notice from Lessee to Lessor) to either (i) require Lessee
to accept such proposal and use commercially reasonable efforts to cause such
Lessee Negotiated Renewal to be entered into (but only at a Renewal Ground Rent
not exceeding the amount of the Renewal Ground Rent contained in the proposed
Lessee Negotiated Renewal of which Lessor was so notified) or (ii) attempt to
negotiate the Renewal Ground Rent for the period of such renewal or extension
directly with the applicable Ground Lessor; provided, however, that in either of
such events, if any renewal or extension is thereafter entered into, the Sprint
Collocation Charge payable by Sprint Collocator under this Agreement for the
Sprint Collocation Space at the Site that is subject to such renewal or
extension will increase during the entire period of such renewal or extension
(and any subsequent renewals or extensions thereof exercised prior to the
applicable Withdrawal Date) by the amount of the Shared Ground Rent Increase
Payment. Lessee at any time may enter into any renewal or extension of a Ground
Lease on any commercially reasonable terms as it may elect. To the extent that
Lessee or any Affiliate of Lessee succeeds to the interest of any Ground Lessor
in and to the Ground Lease located at any Site, upon the expiration of the term
of such Ground Lease (and any renewal options contained therein), the term of
such Ground Lease shall thereafter be automatically renewed for additional five
(5) year terms on the same terms and conditions as the immediately preceding
renewal or extension term of the Ground Lease, provided, however, that the
Ground Rent thereunder shall be increased by an amount equal to the product of
(x) the Ground Rent in the term then expiring and (y) a fraction (but not less
than one), the numerator of which is the aggregate base Ground Rent payable
during the final term of said Ground Lease (prior to renewal in accordance with
this sentence) and the denominator of which is the aggregate base Ground Rent
payable during the term immediately preceding the final term of said Ground
Lease (prior to renewal in accordance with this sentence), assuming such terms
are of equivalent length (or, if not of equivalent length, then the period over
which the base Ground Rent for the expiring Ground Lease shall be calculated
shall match the length of the renewal or extension, as applicable), or if such
Ground Lease had only one term thereto, then the base Ground Rent shall increase
during each year of the renewal or extension at the periodic escalations, if
any, provided for in the immediately previous five (5) years of the term of such
Ground Lease.

     (d) Commencing from and after January 1, 2007, if on the date that is six
(6) months prior to the expiration of any Ground Lease, such Ground Lease has
not been renewed or extended, Lessee will so notify Lessor in writing, and
Lessor, at its option, may attempt to negotiate such renewal or extension and if
Lessee has not previously used commercially reasonable efforts pursuant to
Section 4(c) to obtain such renewal or extension, Lessee will reimburse Lessor
for its reasonable out of pocket expenses relating to such negotiation;
provided, however, that Lessor will not in connection with such renewal or
extension, without the approval of Lessee, agree to any revenue sharing in
excess of existing revenue sharing arrangements. If Lessor completes the
foregoing negotiations for, and executes and delivers, such renewal or extension
(a "LESSOR NEGOTIATED RENEWAL"), the Term as to such Site shall continue in full
force and effect; provided, however, that the Sprint Collocation Charge payable
by Sprint Collocator under this Agreement for the Sprint Collocation Space at
the Site that is subject to the Lessor Negotiated Renewal will increase during
the entire period of such Lessor Negotiated Renewal (and any subsequent renewals
or extensions thereof) by the amount of the Shared Ground Rent


                                       24



Increase Payment. Notwithstanding anything in this Agreement to the contrary,
however, in the event of an increase in the Sprint Collocation Charge as a
result of the payment by Sprint Collocator of any Shared Ground Rent Increase
Payment under this Agreement, no portion of the Sprint Collocation Charge
attributable to any Shared Ground Rent Increase Payment shall be subject to the
annual increase in the Sprint Collocation Charge provided for in Section 11(b)
(except that Sprint Collocator will be obligated to pay as a part of the Sprint
Collocation Charge any periodic increases in the Shared Ground Rent Increase
Payment based on increased rent, fees and other charges provided for in the
applicable Ground Lease during the period of the applicable renewal or
extension). The foregoing sentence shall not limit the annual increase in the
portions of the Sprint Collocation Charge other than the Shared Ground Rent
Increase Payment as provided in Section 11(b). If Lessor or Lessee is not able
to renew or extend any Ground Lease in accordance with Section 4(c) and this
Section 4(d), then the Parties will permit such Ground Lease to expire on the
applicable expiration date, in which event this Agreement will have no further
force and effect as to the Leased Site or Other Interest Site, as applicable, to
which such Ground Lease applies except for such obligations accruing prior to or
as of such expiration date that are then unperformed.

     (e) Notwithstanding anything in this Agreement to the contrary, with
respect to any Lessee Negotiated Renewal or Lessor Negotiated Renewal with
respect to a Site pursuant to which Sprint Collocator is obligated to pay any
Shared Ground Rent Increase Payment in accordance with the provisions of Section
4(c) or 4(d), Sprint Collocator agrees that (i) if such Lessee Negotiated
Renewal or Lessor Negotiated Renewal provides for Renewal Ground Rent that
exceeds one hundred sixty percent (160%) of the Expiring Ground Rent and Sprint
Collocator exercises its Withdrawal Right with respect to such Site so that the
Withdrawal Date for such Site would occur during the term of such Lessee
Negotiated Renewal or Lessor Negotiated Renewal, the Withdrawal Date for such
Site shall be automatically extended to, and shall be, the expiration date of
the then current term of such Lessee Negotiated Renewal or Lessor Negotiated
Renewal, (or if such Ground Lease has been extended prior to such exercise of
the Withdrawal Right, the Withdrawal Date shall be automatically extended until
the expiration of the next applicable Ground Lease term) and (ii) if such Lessee
Negotiated Renewal or Lessor Negotiated Renewal provides for Renewal Ground Rent
exceeding one hundred thirty percent (130%), but equal to or less than one
hundred sixty percent (160%), of the Expiring Ground Rent for such Site, and
Sprint Collocator exercises its Withdrawal Right with respect to such Site so
that the Withdrawal Date for such Site would occur during the term of such
Lessee Negotiated Renewal or Lessor Negotiated Renewal Sprint Collocator shall
continue to pay to Lessee the portion of the Sprint Collocation Charge
attributable to the Shared Ground Rent Increase Payment for such Site (but no
other portion of the Sprint Collocation Charge) in accordance with the
provisions of this Agreement until the earlier of (y) the expiration of the then
current term of such Lessee Negotiated Renewal or Lessor Negotiated Renewal (or
if such Ground Lease has been extended prior to such exercise of the Withdrawal
Right, the Withdrawal Date shall be automatically extended until the expiration
of the next applicable Ground Lease term) or (z) the fifth (5th) anniversary of
the commencement of the then current term of such Lessee Negotiated Renewal or
Lessor Negotiated Renewal (or if such Ground Lease has been extended prior to
such exercise of the Withdrawal Right, the Withdrawal Date shall be
automatically extended until the expiration of the next applicable Ground Lease
term). Notwithstanding the foregoing provisions of this Section 4(e), the
obligations of Sprint Collocator in clause (ii) of the immediately preceding
sentence of this Section 4(e) shall not


                                       25



apply with respect to any Lessor Negotiated Renewal (without in any manner
otherwise affecting the obligations of Sprint Collocator under clause (i) of the
immediately preceding sentence) if Lessee did not use commercially reasonable
efforts pursuant to Section 4(c) to obtain a renewal or extension of the Ground
Lease that was renewed or extended pursuant to such Lessor Negotiated Renewal.
Lessee's commercially reasonable efforts shall mean providing Sprint Collocator
evidence, which may be a certification as to item (x), that it either (x)
engaged in active negotiations with the applicable Ground Lessor or (y) sent
regular correspondence to the applicable Ground Lessor with respect to renewing
such Ground Lease, in either case, at least six (6) months prior to the
expiration of such Ground Lease. Any dispute under this Section 4 shall be
subject to arbitration in accordance with the procedures set forth in Section
31(h). If a Withdrawal Right is exercised with respect to a Site that is the
subject of Lessor Negotiated Renewal or a Lessee Negotiated Renewal, Lessee
shall have no obligation to exercise any further extension options under the
Ground Lease applicable to such Site.

     (f) Upon receipt by Lessor or any other Sprint Group Member of any notice
of default or notice of an act or omission which could with the passing of time
and/or the giving of notice constitute an event of default under a Ground Lease
or non-compliance with a term of a Ground Lease (the "DEFAULT NOTICE"), Lessor
will, within five (5) Business Days after receipt of the Default Notice or such
shorter time as is reasonably necessary to avoid a termination of such Ground
Lease, provide Lessee with a copy of the Default Notice. If such default or
non-compliance with a term of a Ground Lease is caused by Lessee or any Tower
Subtenant, Lessee will, and will cause the applicable Tower Subtenant to, cure
or otherwise remedy such default or noncompliance. If such default or
non-compliance is caused by Sprint Collocator, or any other Sprint Group Member,
Lessor or Sprint Collocator will cause such default or non-compliance to be
cured or otherwise remedied at its sole cost and expense. Lessor and each Sprint
Additional Party hereby agree that if because of the failure of Lessor, any
Sprint Additional Party or any other Sprint Group Member to perform of any of
its duties, obligations, liabilities or responsibilities under any Ground Lease
that results in a default under and termination of a Ground Lease (unless such
duty, obligation, liability or responsibility is assumed by Lessee hereunder),
Sprint Collocator shall pay to Lessee an amount equal to the Unamortized Rent as
of the date of termination of the Ground Lease for the affected Site; provided,
however, that such payment shall be and constitute liquidated damages (and not
as a penalty) to Lessee hereunder on account of such failure, it being agreed
between the Parties that the actual damages to Lessee in such event are
impractical to ascertain and the amount of the Unamortized Rent is a reasonable
estimate thereof, and Lessee hereby expressly waives and relinquishes any and
all other remedies at law or in equity.

     SECTION 5. COLLOCATION AGREEMENTS.

     (a) Without limiting the generality of Section 4, Lessee expressly
acknowledges that, as to each Site, this Agreement is subject to all Collocation
Agreements currently in effect with respect to such Site as are set forth in the
Agreement to Lease and Sublease. In respect of each Master Lease Site, by
execution of this Agreement as to the Initial Master Lease Sites and thereafter
as of the Conversion Closing Date for each additional Master Lease Site, Lessor
does transfer, assign and convey over unto Lessee, for the Term as to such
Master Lease Site, all of its rights, title and interest in, to or under any
Collocation Agreements affecting such Master Lease Site and shall execute
documentation reasonably necessary to confirm same to a counterparty


                                       26



under a Collocation Agreement, within ten (10) Business Days of receipt of a
request therefor by Lessee, provided, that Lessor and each Sprint Additional
Party will not be required to obtain any new board resolutions from any Person
that is a corporation or similar resolutions or approvals from any Person that
is a limited liability company, partnership or trust. In respect of each
Pre-Lease Site, Lessor and each Sprint Additional Party does hereby (on its
behalf and on behalf of any Affiliate thereof that is a party thereto) delegate
all of its respective rights, duties, obligations and responsibilities under the
Collocation Agreements to Lessee for the Term as to such Site for periods
occurring from and after the Effective Date and shall execute documentation
reasonably necessary to confirm same to a counterparty under a Collocation
Agreement, within ten (10) Business Days of receipt of a request therefor by
Lessee, provided, that Lessor and each Sprint Additional Party will not be
required to obtain any new board resolutions from any Person that is a
corporation or similar resolutions or approvals from any Person that is a
limited liability company, partnership or trust. Lessee does hereby assume and
agree to pay and perform all of the duties, obligations, liabilities and
responsibilities of Lessor and all Sprint Additional Parties under the
Collocation Agreements affecting each Site arising from and after the Effective
Date, and Lessee will receive all rents payable under such Collocation Agreement
for periods occurring from and after the Effective Date. Lessor, each Sprint
Additional Party and Lessee acknowledge and agree that in connection with the
transactions described in this Section 5(a), certain of the Collocation
Agreements may be required to be bifurcated as provided in Section 6.11 of the
Agreement to Lease and Sublease and shall be subject to further bifurcation as
provided in Section 41(f).

     (b) Lessee will, and does hereby agree to, indemnify, defend and hold the
Sprint Indemnitees harmless from, against and in respect of any and all Claims,
paid, suffered, incurred or sustained by any Sprint Indemnitee and in any manner
arising out of, by reason of, or in connection with any failure of the duties,
obligations, liabilities and responsibilities of Lessor or the Sprint Additional
Parties under any of the Collocation Agreements (solely in their role as
"landlord" thereunder and not with respect to the use and operation of the
Sprint Collocation Space or otherwise as the subtenant of a Site) affecting each
Site and arising from and after the Effective Date, to be fully and completely
performed pursuant to the Collocation Agreements; provided, however, that the
foregoing indemnification shall not be deemed to abrogate or impair the
operation or effect of any representations or warranties of the Sprint
Additional Party made with respect to the Collocation Agreements in the
Agreement to Lease and Sublease or be applicable to a matter that constitutes an
Excluded Liability under, and as defined in, the Agreement to Lease and
Sublease.

     (c) Sprint Collocator hereby agrees to indemnify, defend and hold the
Lessee Indemnitees harmless from, against and in respect of any and all Claims,
paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner
arising out of, by reason of, or in connection with any failure of the duties,
obligations, liabilities and responsibilities of Lessor or any Sprint Additional
Party or any other Sprint Group Member under any of the Collocation Agreements
affecting each Site and arising (i) prior to the date hereof, to be fully and
completely performed pursuant to the Collocation Agreements, (ii) during the
Term of this Agreement and is related to an action or failure to act by the
Sprint Additional Parties or any of their respective Affiliates required under
this Agreement, or (iii) following the expiration of the Term as to any Site to
which any such Collocation Agreement applies from and after the date that any
such


                                       27



Collocation Agreement is reassigned or deemed reassigned to Lessor or its
designee as provided in Section 5(d).

     (d) Unless Lessee exercises the purchase option with respect to a Site
under Section 36 of this Agreement, the assignment by Lessor to Lessee of the
Collocation Agreements in respect of each Site will automatically terminate and
expire and such Collocation Agreements will automatically be (or be deemed)
reassigned or assigned, as the case may be, to Lessor or its designee, and
Lessor or its designee will accept such reassignment or assignment, as the case
may be, upon the expiration of the Term of, or earlier termination of, this
Agreement in respect of such Site.

     SECTION 6. SPRINT COLLOCATION SPACE.

     (a) Lessor, Sprint Collocator and Lessee expressly acknowledge that, at all
times during the Term as to each Master Lease Site, the Sprint Collocation Space
of each Master Lease Site will be deemed to be leased, subleased or otherwise
made available by Lessor to Lessee, and subleased back or otherwise made
available to Sprint Collocator, pursuant to this Agreement, and the Sprint
Collocation Space at each Pre-Lease Site will be deemed reserved for or
otherwise be made available to Sprint Collocator pursuant to this Agreement, in
each case for the exclusive possession and use by Sprint Collocator and its
Affiliates and permitted transferees, whether or not such Sprint Collocation
Space is now or hereafter occupied. As a part of the Sprint Collocation Space of
each Site, Lessee also grants to Sprint Collocator as to each Master Lease Site,
and Sprint Collocator reserves and shall at times retain (for the benefit of
Sprint Collocator or any of its Affiliates and except to the extent limited by
any restrictions contained in any applicable Ground Lease, the Permitted
Encumbrances or by Law): (i) a non-exclusive right and easement (over the
surface of the Site), but subject to the terms of this Agreement, the Ground
Leases, the rights of Tower Subtenants, any other agreements affecting the Site
existing prior to the Effective Date (not entered into by Lessee or its
Affiliates) and such commercially reasonable rules and regulations as Lessee may
from time to time propagate (such rules and regulations to be applied uniformly
by Lessee between Sprint Collocator and Tower Subtenants) and applicable Laws,
for ingress to and egress from the entire Site, and access to the entire Tower
and all Improvements to such Site and Tower, at such times (on a 24-hour, seven
(7) day per week basis unless otherwise limited by the Ground Lease), to such
extent, and in such means and manners (on foot or by motor vehicle, including
trucks and other heavy equipment), as Sprint Collocator deems reasonably
necessary in connection with its full use and enjoyment of the Sprint
Collocation Space, including, without limitation, a right to construct, install,
use, operate, maintain, repair and replace its Communications Equipment on the
applicable Sprint Collocation Space; and (ii) the right, exercisable only during
periods during which Sprint Collocator is actively performing work at a Site
(and subject to the terms of the applicable Ground Lease and applicable Laws),
to use any unoccupied portion of the ground space at the applicable Site for
purposes of temporary location and storage (but only during the period of the
performance of such work at such Site) of any of its Communications Equipment
and for performing any repairs or replacements (provided that such use and
occupancy of any unoccupied portion of a Site will not materially adversely
affect the use and occupancy by, or interfere with the operations of, a Tower
Subtenant or Lessee of the Site, and, provided further that Sprint Collocator
will be required to remove any of its stored Communications Equipment on any
unoccupied portion of the Site upon fifteen (15) days prior written notice from
Lessee if


                                       28



such unoccupied portion of the Site is under sublease or other occupancy
arrangement with a Tower Subtenant that is prepared to take occupancy of such
portion of the Site or is otherwise required for use by Lessee for work or
storage at such Site); and (iii) a non-exclusive right and easement for the use,
operation, maintenance, repair and replacement of all utility lines, Equipment
and appurtenances now existing and located on the Site and providing electrical
and any other utility service to Sprint's Communications Facility on the Site,
which right and easement includes the right of Sprint Collocator and its agents,
employees and contractors to enter upon the Site to repair, maintain and replace
such utility facilities.

     (b) Notwithstanding the foregoing provisions of this Section 6, except in
the event of an Emergency, Sprint Collocator shall give Lessee at least ten (10)
days prior written notice of its intention to undertake any activity that
involves having Sprint Collocator or its contractors, subcontractors, engineers,
agents, advisors, consultants, representatives, or other Persons authorized by
Sprint Collocator to (i) climb the Tower at any Site (and in the event of an
Emergency Sprint Collocator will provide such notice of having climbed the Tower
promptly after performed such act), (ii) perform construction or maintenance
activities that might reasonably be expected to temporarily or permanently
affect access or use of a Site or (iii) involves the use of heavy equipment. No
representation is made by Lessee with respect to whether any Sites are
accessible by trucks or other heavy equipment or are currently capable of being
utilized by same, and Lessee shall have no obligation to Sprint Collocator to
build access roads that are accessible by trucks or other heavy equipment or to
prepare the Site to be utilized by same; provided, however, that Lessor will be
required to maintain in such order and repair as would be required under
industry standards such access roads existing as of the Effective Date and
agrees not to take any action (except as required by Law, a Governmental
Authority, the applicable Ground Lease existing prior to the Effective Date, any
Collocation Agreement existing prior to the Effective Date or other agreement
affecting the Site existing prior to the Effective Date (and not entered into by
Lessee or its Affiliates)) that would materially diminish or impair any means of
access to any Site existing as of the Effective Date. The Sprint Collocation
Space at each Site, on the Land constituting a portion of such Site, shall
include an additional unobstructed buffer area three (3) feet in width along and
around the perimeter of all portions of Sprint's Improvements located on such
Land (collectively, the "SPRINT BUFFER ZONE"); provided, however, that Sprint
Collocator acknowledges and agrees that (i) with respect Sprint's Improvements
located on the Land at any Site on the Effective Date, the Sprint Buffer Zone is
hereby established only to the extent it exists on any Site as of the Effective
Date, (ii) with respect to the portions of Sprint's Improvements consisting of
cable runs, the Sprint Buffer Zone need not necessarily include an area three
(3) feet in width around the perimeter thereof so long as Sprint Collocator has
reasonable access to such portions of Sprint's Improvements for the purposes of
maintenance, repair and replacement thereof. If the Sprint Buffer Zone (coupled
with applicable zoning, setback or other Laws or terms in the applicable Ground
Lease or agreements with other Tower Subtenants) effectively limits Lessee's
ability to lease, license or otherwise allow space at a Site to be used by a
prospective Tower Subtenant in a commercially reasonable manner, then the Lessee
may, by written notice to Sprint Collocator, request Sprint Collocator to reduce
the size of the Sprint Buffer Zone to accommodate the reasonable requirements of
such prospective Tower Subtenant. Each such request shall be accompanied by
reasonable information that will enable Sprint Collocator to determine the
nature and location of the requested reduction and the extent of the proposed
encroachment into the Sprint Buffer Zone, and Sprint Collocator agrees to not
unreasonably withhold, condition or delay its consent to any


                                       29



such request. If Sprint Collocator consents to such a reduction in the Sprint
Buffer Zone, then such reduction shall be effective only during the period
during which the permitted encroachment into the Sprint Buffer Zone exists, and
at such time as the Improvements or Equipment at the applicable Site that
encroach upon the Sprint Buffer Zone and are the subject of the permitted
reduction are permanently removed, the Sprint Buffer Zone shall be reinstated to
the extent it existed prior to the time of the permitted reduction. In addition,
if at any time Sprint Collocator has ceased use of any portion of the Sprint
Collocation Space on the Tower that contained Communications Equipment located
outside the Sprint Tower Envelope on the Effective Date, then Lessee may, by
written notice to Sprint Collocator, request Sprint Collocator to permit Lessee
to use such unused portion of the Sprint Collocation Space to accommodate the
reasonable requirements of such prospective Tower Subtenant, and Sprint
Collocator agrees to not unreasonably withhold, condition or delay its consent
to any such request.

     (c) Notwithstanding anything in this Agreement to the contrary, (i) Lessor,
Lessee and Sprint acknowledge and agree that certain Sites as identified on
Exhibit A, are either being leased, subleased or otherwise made available by
Lessor to Lessee or being operated by Lessee pursuant to this Agreement but are
not subject to the sublease to or reservation by Sprint Collocator of any Sprint
Collocation Space (such Sites, along with any Site where Sprint Collocator
exercises its Withdrawal Rights from and after the Withdrawal Date for such
Site, the "NON-COLLOCATION SITES"), and the duties and obligations of Sprint
Collocator in this Agreement regarding Sprint Collocation Space shall not be
applicable to the Non-Collocation Sites and (ii) Lessee shall have no duties to
Lessor or Sprint with respect to such Non-Collocation Sites pursuant to Sections
6 and 25. On the Effective Date, the number of Sites either subleased back or
otherwise made available to Sprint Collocator is 188.

     (d) Sprint Collocator will, at all times during the Term as to any Site, at
Sprint Collocator's sole cost and expense, keep and maintain Sprint's
Communications Equipment and Sprint's Improvements in a structurally safe and
sound condition and in working order.

     (e) Without limiting any of Lessee's rights or obligations under this
Agreement, Lessee acknowledges and agrees that Lessee will not engage, nor will
it permit any Tower Subtenant to engage, in any conduct or activity that might
reasonably be expected to interfere (excluding electrical interference which
will be governed by Section 15) with Sprint Collocator's peaceful and quiet
enjoyment of the Sprint Collocation Space or the use and operation of Sprint
Collocator of Sprint's Communications Equipment at such Site. Notwithstanding
anything to the contrary herein, in no event shall Lessee be required to enforce
any rights against or resolve any disputes with a Tower Subtenant who at the
time of such enforcement action or dispute is an Affiliate of Sprint.

     (f) Without limiting the rights or obligations of Sprint Collocator under
this Agreement, Sprint Collocator acknowledges and agrees that it will not
engage, nor permit its Affiliates to engage, in any conduct or activity that
might reasonably be expected to interfere (excluding electrical interference
which will be governed by Section 15) with Lessee's or any Tower Subtenant's
peaceful and quiet enjoyment of its space on any Tower or the use and operation
of Communications Equipment by any Tower Subtenant.


                                       30



     (g) Sprint Collocator agrees to indemnify and hold the Lessee Indemnitees
harmless from and against and in respect of any and all Claims, paid, suffered,
incurred or sustained by any Lessee Indemnitee and in any manner arising out of,
by reason of, or in connection with the activities of Sprint Collocator or any
of its Affiliates in connection with any work at any applicable Site performed
at by or at the direction of Sprint Collocator or its Affiliates (but not
including any work at any Site that Lessee is required to perform pursuant to
this Agreement). Sprint Collocator shall restore any property damage to any Site
or appurtenant property or any access roads thereto in connection with any such
work caused by motor vehicles, trucks or heavy equipment of Sprint Collocator,
any of its employees, agents, contractors or designees. If such restoration work
is not performed by Sprint Collocator within fifteen (15) days after written
notice from Lessee (or if not capable of being performed within such fifteen
(15) day period, then within a reasonable period of time provided that Sprint
Collocator is actively and diligently pursuing completion of such restoration
work), Lessee may, but shall not be obligated to perform such work on behalf of
an for the account of Sprint Collocator, and Sprint Collocator shall reimburse
Lessee for the costs of such restoration work within fifteen (15) days after
demand thereof, together with reasonable evidence of the incurrence of such
costs.

     (h) Lessee agrees to and does hereby waive and relinquish any lien of any
kind and any and all rights, including levy, execution and sale for unpaid
rents, that Lessee may have or obtain on or with respect to any of Sprint's
Communications Equipment.

     SECTION 7. PERMITTED USE.

     (a) Lessee will use, and will permit the use of, the Leased Property at
each Site only for the Permitted Use.

     (b) Lessee will not use, or permit to be used, any Site, or any portion of
such Site, by Lessee, any Person or the public in such manner as might
reasonably be expected to impair Lessor's title to, or interest or rights in,
such Site, or any portion of such Site, or in such manner as might reasonably
make possible a Claim or Claims of adverse usage or adverse possession by the
public, as such, or any Person, or of implied dedication of any of the Leased
Property of such Site (provided there is no obligation to monitor or control use
of the Site by Sprint Collocator or its Affiliates). Nothing contained in this
Agreement and no action or inaction by Lessor, Sprint Collocator or any of their
respective Affiliates will be deemed or construed to mean that Lessor or Sprint
Collocator has granted to Lessee any right, power or permission to do any act or
make any agreement that may create, or give rise to or be the foundation for any
such right, title, interest, lien, charge or other encumbrance upon the estate
of Lessor in any Site.

     (c) Sprint Collocator will use the Sprint Collocation Space at each Site
only for installation, use, operation, repair and replacement of Sprint's
Communications Facility. Sprint Collocator will not use the Sprint Collocation
Space at any Site in such manner as might reasonably be expected to impair
Lessee's rights or interest in such Site or in such manner as might reasonably
make possible a Claim or Claims of adverse usage or adverse possession by the
public, as such, or any other Person (other than Sprint Collocator or any of its
Affiliates), or of implied dedication of such Sprint Collocation Space. Except
as specifically permitted hereunder, Sprint Collocator and its Affiliates shall
have no right to use or occupy any space at any Site


                                       31



other than the Sprint Collocation Space that it occupies from time to time in
accordance with the terms of this Agreement.

     SECTION 8. ACCESS.

     Except to the extent limited by any restrictions contained in any
applicable Ground Lease, the Permitted Encumbrances, this Agreement or by Law,
the interest or rights of Lessee in or to each Site under this Agreement
includes, as an appurtenance thereto, a non-exclusive right for access to the
Leased Property of each Site on a 24-hour, seven (7) day per week basis, on foot
or motor vehicle, including trucks and other heavy equipment, for the
installation and maintenance of the Tower and Improvements of such Site and the
Communications Facilities of Tower Subtenants. The Parties acknowledge and agree
that the right to access to any portion of the Leased Property of each Site
granted pursuant to this Section 8 will be granted to Lessee and its authorized
contractors, subcontractors, engineers, agents, advisors, consultants,
representatives, or other persons authorized by Lessee and, under Lessee's
direct supervision, and to Tower Subtenants, subject to any restrictions
contained in the applicable Ground Lease, the Permitted Encumbrances, this
Agreement or by Law.

     SECTION 9. TERM.

     (a) The term of this Agreement, as to each Master Lease Site, will commence
on the Effective Date with respect to the Initial Master Lease Sites and
Conversion Closing Date (as acknowledged and confirmed in the applicable Site
Designation Supplement) with respect to all other Master Lease Sites and will
expire on the Site Expiration Date for such Site. The term of this Agreement, as
to each Pre-Lease Site, will commence on the Effective Date and will expire on
the Site Expiration Date for such Site; provided; however, that the term of this
Agreement as to any Pre-Lease Site shall automatically expire as a result of a
Conversion Closing under the provisions of the Agreement to Lease and Sublease,
in which event the Pre-Lease Site will automatically be converted to and become
a Master Lease Site hereunder as of the Conversion Closing Date for such Site,
and no further instrument will be required to evidence such conversion;
provided, however, that upon the request of any Party, the Parties will promptly
execute such instruments as may be reasonably required to further evidence such
conversion. This Agreement will remain in full force and effect until the
expiration or earlier termination of the term of this Agreement as to all Sites.

     (b) No surrender by Lessee to Lessor of the Leased Property of any Master
Lease Site or any portion of such Site, prior to the expiration of the Term as
to such Master Lease Site will be valid or effective unless agreed to and
accepted in writing by Lessor, and no act by Lessor, other than such a written
acceptance, will constitute an acceptance of any such surrender.

     (c) Upon expiration or earlier termination of the Term as to any Master
Lease Site or as to any Pre-Lease Site prior to any Conversion Closing for such
Pre-Lease Site, Lessee, if requested by Lessor, will, at its cost and expense
and in accordance with instructions of Lessor, within a reasonable period of
time, but in no event less than thirty (30) days or such shorter period of time
as may be required under any applicable Ground Lease, (i) cause the Tower
Subtenants on such Site to stop and cease the operation of their respective
Communications Facilities on such Site (but only to the extent that any such
Tower Subtenant, in Lessee's


                                       32



reasonable judgment, does not occupy such Site pursuant to a commercially
reasonable Collocation Agreement) and (ii) to the extent permitted by the
applicable Ground Lease, remove all of Lessee's Severable Alterations from such
Site and restore each Site substantially to the condition it was in on the
Effective Date, subject to the addition of any permitted Non-Severable
Alterations; provided, however, that upon expiration or earlier termination of
the Term as to any Site upon the expiration or termination of any Ground Lease,
if required by the applicable Ground Lease, Lessee will remove the Tower and any
Improvements (whether or not constituting Severable Alterations) from such Site
and otherwise restore such Site to the condition required under the applicable
Ground Lease. The Tower and any Improvements so removed (to the extent not
constituting Severable Alterations of Lessee) will either be (i) delivered by
Lessee to any Person designated by Lessor for disposition by Lessor or its
designee, who shall pay to Lessee its cost of removal thereof, up to the net
sales proceeds such Person receives from the dispositions thereof, or (ii) sold
or otherwise disposed of by Lessee for not less than their salvage value, and
the net proceeds of such sale or other disposition after deducting Lessee's cost
of removal thereof will be paid to Lessor when and as received by Lessee. Any
Severable Alterations not removed by Lessee within such 30-day period will, at
Lessor's option, be deemed abandoned by Lessee and title to such Severable
Alterations will automatically, without further action, vest in Lessor. Except
as set forth in Section 41, in the event of the expiration of the Term as to any
Site prior to the Site Expiration Outside Date, and without limiting any of
Lessee's other rights or remedies hereunder, Lessee will have no right or claim
to any refund or credit of any portion of the prepaid Rent for such Site. Each
Site shall be delivered by Lessee to Lessor at the end of the Term as to such
Site in the condition required by this Agreement and shall otherwise be
delivered to Lessor in good condition, repair and order, reasonable wear and
tear and casualty and condemnation which Lessee is not required to repair
excepted, but without any implied warranties.

     (d) Upon expiration or earlier termination of the Term as to any Master
Lease Site or any Pre-Lease Site (other than as a result of the conversion of
such Pre-Lease Site to a Master Lease Site hereunder), Lessee, if requested by
Lessor, will deliver or cause to be delivered to Lessor (i) copies of all
written (and effective) Ground Leases, Collocation Agreements and material
Governmental Approvals solely related to such Site or, to the extent not solely
related, appropriate extracts thereof, and (ii) copies of, or extracts from, all
current files and records of Lessee solely related to the ownership, occupancy
or leasing of such Site or, to the extent not so solely related, appropriate
extracts thereof; provided, that Lessee will not be required to deliver to
Lessor any privileged document and Lessee, in its sole discretion, may deliver
such documents in electronic form.

     (e) Unless and until Lessee has exercised its purchase option under Section
36, Lessor will maintain or replace all Tower Removal Bonds as are in existence
as of the Effective Date with respect to the Sites (and provide Lessee copies of
same), unless any such Tower Removal Bond is no longer required with respect to
a Site. Lessee will, and does hereby agree to, indemnify, defend and hold the
Sprint Indemnitees harmless from, against and in respect of any and all Claims
paid, suffered, incurred or sustained by any Sprint Indemnitee and in any manner
arising out of, by reason of or in connection with the failure of Lessee to
comply with the conditions of the Tower Removal Bonds or any claim made by an
obligee on, or any payment made to, such obligee under any Tower Bond.


                                       33



     SECTION 10. WITHDRAWAL.

     (a) Sprint Collocator at each Site will have Withdrawal Rights, which will
be exercisable in respect of any Site only if the applicable Withdrawal Date is
(i) on the tenth (10th) anniversary of the Effective Date (the "TEN YEAR
WITHDRAWAL DATE"), (ii) on the last day of each successive five (5) year period
thereafter or (iii) at any time after the Ten Year Withdrawal Date if there is
an occurrence of a Withdrawal Cause. To exercise any such Withdrawal Rights with
respect to any Site, Sprint Collocator will give Lessee written notice of such
exercise (the "WITHDRAWAL NOTICE"), as applicable (A) not less than one (1) year
prior to the Ten Year Withdrawal Date, (B) one hundred eighty (180) days prior
to any applicable Withdrawal Date pertaining to any five (5) year period
following the Ten Year Withdrawal Date, and (C) ninety (90) days prior to any
Withdrawal Date occurring as a result of the occurrence of Withdrawal Cause. If
Sprint Collocator exercises the Withdrawal Rights as to any Site, Sprint
Collocator will not be required to pay the Sprint Collocation Charge with
respect to such Site for the period occurring after the Withdrawal Date
specified in the applicable Withdrawal Notice. Not later than the Withdrawal
Date of any Site, Sprint Collocator will vacate the Sprint Collocation Space of
such Site and remove, at Sprint Collocator's cost and expense, all of Sprint's
Communications Equipment at such Site (and otherwise leave the vacant Sprint
Collocation Space in good condition, repair and order (reasonable wear and tear
and loss by casualty and condemnation excepted) and shall remove all of Sprint's
Communications Equipment therefrom and restore any damage thereto caused by,
through or under any Sprint Group Member), if such Sprint Collocation Space is
occupied, whereupon Sprint Collocator's right to occupy and use the Sprint
Collocation Space of such Site pursuant to this Agreement will be terminated. At
the request of either Sprint Collocator or Lessee, the appropriate Parties will
enter into documentation, in form and substance reasonably satisfactory to such
Parties, evidencing any withdrawal effected pursuant to this Agreement.

     (b) In addition to, and not in limitation of any right of Sprint Collocator
under Section 10(a), and notwithstanding anything in this Agreement to the
contrary, without limiting or diminishing Sprint Collocator's payment
obligations hereunder in any manner, including its obligation to pay Sprint
Collocation Charge, Sprint Collocator will not have any obligation to occupy, or
to operate a Communications Facility on, the Sprint Collocation Space of any
Site, and Sprint Collocator will have the right, exercisable at any time during
the Term as to any Site, to cease occupying or operating Sprint's Communications
Facility on the Sprint Collocation Space of such Site, and retain its right to
such Sprint Collocation Space and may permit any of its Affiliates to occupy
such Sprint Collocation Space, so long as Sprint Collocator remains the primary
obligor for the Sprint Collocation Charge in respect of such Site and such
Affiliates' use of the Sprint Collocation Space is in accordance with all the
terms and conditions of this Agreement. In no event shall such use and occupancy
by an Affiliate of Sprint diminish Sprint Collocator's rights and obligations
hereunder.

     SECTION 11. RENT AND PRE-LEASE RENT; SPRINT COLLOCATION CHARGE.

     (a) Lessee will prepay Rent in respect of the Leased Property of each of
the Initial Master Lease Sites for the entire Term as to such Master Lease Site
on the Effective Date. Lessee will prepay the Pre-Lease Rent in respect of the
Leased Property of each Pre-Lease Site for the entire Term as to such Pre-Lease
Site on the Effective Date for each Pre-Lease Site. Such


                                       34



Rent and Pre-Lease Rent will be specifically allocated to the periods as set
forth in Exhibit H ("ALLOCATED RENT"); provided, however, that if any Pre-Lease
Site becomes a Master Lease Site as a result of a Conversion Closing, then the
remaining portion of the Pre-Lease Rent attributable to the periods from and
after the Conversion Closing Date will thereafter be credited to and constitute
Rent for such Master Lease Site for the corresponding periods after such
Conversion Closing Date; and provided, further, that such allocation of Rent and
Pre-Lease Rent shall in no event fail to qualify for the uneven rent test
provided for in Treasury Regulations Section 1.467-3(c)(4). For each calendar
month during the Term as to each Site, Sprint Collocator at each Site will pay
the Sprint Collocation Charge with respect to the Sprint Collocation Space for
such Site (or if there is more than one Tower at such Site on which Sprint
Collocator or its Affiliates maintain Sprint Collocation Space, with respect to
the Sprint Collocation Space of each Tower at such Site), in advance on the
first day of each such month, beginning on the Effective Date. Lessee agrees
that, except pursuant to the terms of Sections 4(f) and 41 and any provision
contained in the Agreement to Lease and Sublease that expressly provides for the
same, the Rent and the Pre-Lease Rent are non-refundable and that Lessee will
have no right of abatement, reduction, setoff, counterclaim, rescission, refund,
defense or deduction with respect thereto. Sprint Collocator agrees that it will
have no right of abatement (except as set forth in Section 14), reduction,
setoff, counterclaim, rescission, refund, defense or deduction with respect to
any payment of the Sprint Collocation Charge (including any Shared Ground Rent
Increase Payment) or any amount payable by Sprint Collocator pursuant to Section
11(g).

     (b) The following terms will have the following definitions:

     "PRE-LEASE RENT" means, as to any Pre-Lease Site, the amount prepaid by
Lessee to Lessor with respect to such Pre-Lease Site pursuant to this Agreement
and as specified in Exhibit H, and "RENT" means, as to any Master Lease Site,
the amount prepaid by Lessee to Lessor with respect to such Master Lease Site
pursuant to this Agreement and as specified in Exhibit H (and as credited in
Section 11(a)). Pre-Lease Rent and Rent are intended to constitute "fixed rent"
(as such term is defined in Treasury Regulations Section 1.467-1(h)(3)).

     "SPRINT COLLOCATION CHARGE" means, as to any Sprint Collocation Space at
any Site, the monthly amount payable to Lessee by Sprint Collocator for the
sublease, use and occupancy, as applicable, of the Sprint Collocation Space at
such Site pursuant to this Agreement in an amount equal to $1,400 per month
subject to an annual increase on each CPI Change Date equal to the lesser of (a)
three percent (3%) or (b) the applicable CPI Change plus two percent (2%).

     (c) If the Effective Date is a day other than the first day of a calendar
month, the applicable Sprint Collocation Charge for the period from the
Effective Date through the end of the calendar month during which the Effective
Date occurs will be prorated on a daily basis, and will be included in the
calculation of and payable with the Sprint Collocation Charge for the first full
calendar month of the Term. If the date of the expiration of the Term as to any
Site is a day other than the last day of a calendar month, the applicable Sprint
Collocation Charge for such calendar month will be prorated on a daily basis. On
the Effective Date, the aggregate number of Sites for which the Sprint
Collocation Charge is payable on the Effective Date is 188.

     (d) If Sprint Collocator does not pay all or any portion of the Sprint
Collocation Charge (the "UNPAID AMOUNT") or any Ongoing Revenue Sharing Payment
when due and


                                       35



payable, Sprint Collocator will pay Lessee a late charge equal to the product of
(i) the lesser of (A) the Prime Rate plus one and one-half percent (1.5%) or (B)
twelve percent (12%) per annum and (ii) the Unpaid Amount calculated for each
day from the date on which the outstanding Unpaid Amount was due until the date
of payment of such Unpaid Amount in full.

     (e) Notwithstanding that Rent and Pre-Lease Rent shall be prepaid in
accordance with Section 11(a), the Parties agree that, for Tax purposes only,
the Allocated Rent for each Site shall represent and be the amount of Rent or
Pre-Lease Rent, as applicable, for which Lessee becomes liable on account of the
use of each applicable Site for each calendar year, in whole or in part, of the
Term.

     (f) It is the intention of the Parties that the allocation of Rent or
Pre-Lease Rent to each Rent Payment Period as provided in Exhibit H constitutes
a specific allocation of fixed rent within the meaning of Treasury regulations
Section 1.467-1(c)(2)(ii)(A), with the effect that pursuant to Treasury
regulation Sections 1.467-1(d) and 1.467-2, Lessor and Lessee, on any federal
income tax returns filed by each of them (or on any Tax return on which their
income is included), shall accrue the amounts of rental income and rental
expense, respectively, set forth for each Rent Payment Period in Exhibit H under
the caption "Proportional Rent" (the "PROPORTIONAL RENT"). Because Lessee is
prepaying the Rent or Pre-Lease Rent in respect of each Site for the entire Term
pursuant to Section 11(a), there shall be considered to exist a loan from Lessee
to Lessor for purposes of Section 467 of the Code with respect to each Site
equal to the amount set forth in Exhibit H under the caption "Section 467 Loan"
(the "SECTION 467 LOAN"). Lessor shall deduct interest expense and Lessee shall
accrue interest income, in each case, in an amount equal to that set forth in
Exhibit H under the caption "Section 467 Interest" for the applicable Rent
Payment Period. In no event shall any principal or interest on any Section 467
Loan be separately payable as such (including upon any termination of this
Agreement with respect to a Site), it being agreed and understood that these
items represent characterizations for Tax purposes only, and in no event
whatsoever shall Lessee be entitled to a reduction of, or offset against, the
amounts of Rent and Pre-Lease Rent payable pursuant to Section 11(a).

     (g) Sprint Collocator shall pay, as additional collocation rent, to Lessee,
(i) within fifteen (15) Business Days after demand by Lessee (accompanied by
reasonable evidence that such amounts are due and payable to the applicable
Ground Lessors), an amount equal to one half (1/2) of (A) the lump sum amount
necessary to be paid to lessors under any applicable Ground Leases in order to
relieve Lessee of any obligation to pay Revenue Sharing Payments under such
Ground Leases during the entire Term as to the Site covered by any such Ground
Lease, and (B) any Ongoing Revenue Sharing Payment during the Term of this
Agreement; provided, however, that if at the time Lessee notifies Sprint
Collocator of the existence and amount of such any Ongoing Revenue Sharing
Payment, Lessee also notified Sprint Collocator of the duration of such Ongoing
Revenue Sharing Payment and the amount of and the dates on which such Ongoing
Revenue Sharing Payments are due and payable to the Ground Lessor, Lessor will
pay to the Ground Lessor or to Lessee for payment to the Ground Lessor (as
directed by Lessee) the amount of such Ongoing Revenue Sharing Payments so
payable on and before the date when they become due and payable for the duration
of such payment period as designated by Lessee. Upon request by Sprint
Collocator, Lessee will provide Lessor with such supporting documentation as
Sprint Collocator may reasonably require to evidence that any Revenue Sharing
Payments are due and payable to any Ground Lessor.


                                       36



     SECTION 12. CONDITION OF THE SITES AND OBLIGATIONS OF LESSEE.

     (a) Lessee acknowledges that, as between Lessor, Lessee and Sprint
Collocator, in respect of each Site, Lessee has the obligation, right and
responsibility to repair and maintain such Site except as otherwise provided in
this Agreement, including without limitation, an obligation to monitor each
Tower to maintain the structural integrity of the Tower and the ability of the
Tower to hold and support all Communications Equipment then mounted on the
Tower, in accordance with all applicable Laws and standard industry practices.
Unless any Lessee Indemnitee has received payment for a claim for
indemnification under Article 9 of the Agreement to Lease and Sublease related
to such condition, Lessee shall have no obligation to perform any repair of a
Site with respect to a condition existing prior to the date hereof. Subject to
the other provisions contained in this Agreement, Lessee, at its sole cost and
expense, will monitor, maintain and repair each Site such that Sprint Collocator
and Tower Subtenants may utilize such Site to the extent permitted in this
Agreement, including, without limitation, the markings on each Tower and the
structural integrity of each Tower. Installation, maintenance and repair of each
Site will comply in all material respects with all Laws and will be performed in
a manner consistent with standard industry practices and so as to minimize any
material disruption in Sprint Collocator's business conducted, and use and
operation of Sprint's Communications Equipment located, at such Site. Lessee
assumes all responsibilities, as to each Site, for any fines, levies, and/or
other penalties imposed as a result of non-compliance with such requirements of
the applicable Governmental Authorities commencing from and after the Effective
Date with such requirements of the applicable Governmental Authorities except
for non-compliance caused by Sprint Collocator or its Affiliates that is not
caused as a result of Lessee's failure to perform its obligations under this
Agreement. Sprint Collocator assumes all responsibilities, as to each Site, for
any fines, levies, and/or other penalties imposed as a result of Sprint
Collocator's or its Affiliates past, current or future non-compliance with such
requirements of the applicable Governmental Authorities. Subject to the terms of
any applicable Collocation Agreement in existence as of the Effective Date,
Lessee will use reasonable efforts to cause and (if a default would result under
any applicable Ground Lease for a failure to cause) shall cause Tower Subtenants
to maintain and repair all of its Communications Equipment on each Site in
accordance with the requirements of this Agreement; provided, however that
nothing herein will require Lessee to maintain any of Sprint's Communications
Equipment or any Communications Equipment of Tower Subtenants to the extent that
such Tower Subtenants are required to perform such maintenance. Without limiting
the foregoing, Lessee at its own cost and expense, will make (or cause to be
made) all Alterations to the Sites as may be required from time to time to meet
in all material respects the requirements of applicable Laws except for the
maintenance and repair work to be performed by Sprint Collocator in accordance
with clause (c) of this Section 12.

     (b) For each Site, Lessee, at its sole cost and expense, will provide
Lessor, as applicable, all necessary and appropriate information reasonably
requested by Lessor for Lessor to obtain (and Lessor will obtain within a
reasonable amount of time) all of the certificates, permits, and other approvals
which may be required in connection with FCC or FAA regulations. Lessee will
also provide Lessor all appropriate information reasonably requested by Lessor
pertaining to any easements or consents which are required from any third
parties with respect to the operation of such Site (to the extent different from
the easements and consents needed prior to the Effective Date), including with
respect to the lighting system serving such Site, and Lessor


                                       37



will cooperate with Lessee in connection with such actions, as contemplated by
Section 18 (without requirement that Lessee expend any sums to obtain any such
easement or consent). Notwithstanding anything herein to the contrary, Lessee
will have no obligation to provide any information necessary for Lessor or
Sprint Collocator to obtain any certificate, permit or other approval relating
to Sprint's Communications Equipment. If, as to any Site, any material
certificate, permit, license, easement, or approval relating to the operation of
such Site is canceled, expires, lapses, or is otherwise withdrawn or terminated
(unless the same is the result of the acts or omissions of Lessor, Sprint
Collocator or their respective Affiliates, agents or employees) or, if Lessee
has breached its obligation under this Section 12(b), then Sprint Collocator
will have the right, in addition to its other remedies pursuant to this
Agreement, at law, or in equity, to take appropriate action to remedy any such
noncompliance and demand reimbursement for any expenses incurred in connection
with such actions from Lessee. Notwithstanding anything to the contrary
contained herein, Lessee will have no obligation to obtain or restate (or
otherwise provide information for Lessor or Sprint Collocator to obtain or
restate) any certificates, permits or approvals that (i) relate exclusively to
Sprint's Communications Equipment or (ii) were rescinded due to a violation by
any of the same by Lessor or Sprint Collocator. Sprint Collocator will, at all
times, keep, operate and maintain Sprint's Communications Equipment at each Site
in a safe condition, in good repair and in accordance with applicable Laws.

     (c) The following provisions will apply with respect to the lighting
systems serving the Sites (but only if such lighting systems are required by
applicable Law (including approvals granted by any local zoning board) or
existing written agreements):

     For each Site, Lessee agrees to monitor the lighting system serving such
Site and will notify the appropriate FAA service office of any lighting failure
not existing on the Effective Date or at the time responsibility for such
notification is assumed by Lessee under the Transition Services Agreement of
even date herewith (the "TRANSITION SERVICES AGREEMENT") in accordance with the
requirements of applicable Law. In addition, Lessee agrees, as soon as
practicable, to begin a diligent effort to repair any failed lighting in
accordance with the requirements of applicable Law, and to notify Lessor and
Sprint Collocator upon successful completion of the repair. Notwithstanding
anything to the contrary contained in this Agreement, Lessee agrees to
indemnify, defend and hold each Sprint Indemnitee harmless from and against any
Claims arising out of or by reason of any failed lighting (unless such Claim is
the result of the action or failure to act of Lessor, Sprint Collocator or their
respective Affiliates, agents or employees). In addition to and not in
limitation of Sections 31(e) and (f), if Lessee defaults under this Section
12(c), Lessor or Sprint Collocator, in addition to their other remedies pursuant
to this Agreement, at law, or in equity, may elect to take appropriate action to
repair or replace lights and invoice Lessee. In addition, Lessor may subject to
arbitration of any dispute pursuant to the provisions of Section 31(h),
terminate this Agreement as to such Site (i) if Lessor or Lessee is at any time
fined by the FAA (pursuant to a final and non-appealable order) as a result of
the occurrence of such default or (ii) if Lessor has given Lessee notice of such
default under Section 31(e)(ii) and Lessee does not cure such default within the
applicable cure period set forth in Section 31(e)(ii), within sixty (60) days of
the occurrence of such event. The foregoing right may not be exercised by Lessor
if (a) such fine occurs during a period where Lessor or Sprint Collocator is
still providing light monitoring service to Lessee with respect to a Site and
such fine results in whole or in part from the failure of Lessee to receive
timely information with respect to the failure of a


                                       38



lighting system; (b) such fine occurs during a period where light monitoring
service is being transitioned to Lessee and Lessee takes prompt action to
address any non-compliance of which it is aware; (c) such fine or non-compliance
or underlying failure of the lighting system results from actions or omissions
of Sprint Collocator, its Affiliates or agents or (d) such fine or
non-compliance results from the occurrence a force majeure event.
Notwithstanding Lessor's agreement to provide such light monitoring service,
Lessee will perform, at Lessee's sole cost and expense, all repair and
maintenance associated with the lighting system at each Site. Without in any way
affecting Lessee's obligations relating to lighting; (i) during the Term, Sprint
Collocator will have the right, at its expense, to install and maintain
equipment for the purpose of monitoring (x) the lighting system serving the
Tower or the Improvements of each Site, and/or (y) any device of Lessee's used
to monitor the lighting system serving each Tower (provided that none of the
foregoing interferes with Lessee's monitoring of the lighting system at such
Site or any of Tower Subtenant's use of the Site or does not otherwise result in
any material increased costs to Lessee or any Tower Subtenant); and (ii) Lessee
will have the right, at its expense, to install and maintain equipment for the
purpose of monitoring any device of Sprint Collocator used to monitor the
lighting system servicing any Tower.

     (d) Without limiting Lessee's obligations under this Section 12 and the
other provisions of this Agreement, the Parties acknowledge that Sprint
Collocator (or its Affiliate) is licensed by the FCC to provide
telecommunications services and that the Sites are used to provide those
services. Nothing in this Agreement will be construed to transfer control of any
FCC authorization held by Sprint Collocator (or its Affiliate) to Lessee with
respect to telecommunications services provided by Sprint Collocator or its
Affiliates or to limit the right of Sprint Collocator (or its Affiliate) to take
all necessary actions to comply with its obligations as an FCC licensee or with
any other legal obligations to which it is or may become subject (subject to the
other terms of this Agreement with respect to actions Sprint Collocator or its
Affiliates may take with respect to a Site).

     SECTION 13. REQUIREMENTS FOR ALTERATIONS; TITLE TO ALTERATIONS; ADDITION OF
EQUIPMENT; WORK ON THE SITE.

     (a) All Alterations that are made to a Site (whether required or optional),
including, without limitation, Alterations made to the Sprint Collocation Space
of a Site to the extent required to be performed by Lessee, will comply with the
requirements of Section 3(f) of this Agreement. Title to each Alteration will
without further act or instrument be deemed to constitute a part of the Site and
be subject to this Agreement unless such Alteration is a Severable Alteration.

     (b) Whenever Lessee makes Alterations to any Site; constructs, replaces,
maintains or repairs the Tower and Improvements of any Site; installs,
maintains, replaces or repairs, or causes Tower Subtenants to install, maintain,
replace or repair, any Equipment; or reconstruct or restore the Leased Property
(the "LESSEE WORK"), the following provisions will apply:

          (i) No Lessee Work will be commenced until all certificates, licenses,
     permits, authorizations, consents and approvals necessary for the Lessee
     Work, from all Governmental Authorities having jurisdiction with respect to
     any Site or the Lessee Work as set out in Section 3(f) of this Agreement,
     have been obtained. Lessor will reasonably


                                       39



     cooperate with Lessee, at Lessee's sole cost and expense, as is reasonably
     necessary in connection with Lessee's obtaining all such certificates,
     licenses, permits, etc. required to be issued by any Governmental
     Authorities in connection with Lessee's Work.

          (ii) Lessee will commence and perform the Lessee Work in accordance
     with then-current industry-standard practices and procedures ("STANDARD
     PROCEDURES").

          (iii) Lessee will cause the Lessee Work to be done and completed in a
     good, substantial and workmanlike manner and in compliance in all material
     respects with all Laws. Lessee will be solely responsible for construction
     means, methods, techniques, sequences and procedures, and for coordinating
     all activities related to the Lessee Work, and neither Lessor nor Sprint
     Collocator will have any duty or obligation to inspect the Lessee Work, but
     will have the right to do so, at reasonable times, upon reasonable prior
     notice and in a reasonable manner.

          (iv) Lessee will promptly commence the Lessee Work and, once
     commenced, diligently and continually pursue the Lessee Work and complete
     the Lessee Work within a reasonable time. Lessee will assign such qualified
     personnel to the Lessee Work as may be necessary to cause the Lessee Work
     to be completed in an expeditious fashion.

          (v) All Lessee Work will be performed at Lessee's sole cost and
     expense. Lessee will provide and pay for all labor, materials, goods,
     supplies, equipment, appliances, tools, construction equipment and
     machinery and other facilities and services necessary for the proper
     execution and completion of the Lessee Work. Lessee will promptly pay when
     due all costs and expenses incurred in connection with the Lessee Work.
     Lessee will pay, or cause to be paid, all fees and Taxes required by Law in
     connection with the Lessee Work.

          (vi) Lessee will be responsible for initiating and maintaining all
     necessary safety precautions and programs in connection with the Lessee
     Work, and will take necessary protections in accordance with Standard
     Procedures to prevent damage, injury or loss to, the Lessee Work, all
     persons performing Lessee Work on the Site, all other persons who may be
     involved in or affected by the Lessee Work, and all materials and equipment
     to be incorporated in the Lessee Work, Tower and Improvements of such Site.

          (vii) Lessee will procure and maintain in full force and effect, and
     will cause its contractors and subcontractors to procure and maintain in
     full force and effect, with respect to the Lessee Work: (x) in the case of
     Lessee only but subject to Section 24, full replacement cost "ALL-RISK",
     "BUILDER'S RISK" insurance, insuring the Lessee Work; and (y) the other
     types of insurance required to be maintained pursuant to Section 24 of this
     Agreement. Such additional insurance policies will meet the requirements
     set forth elsewhere in this Agreement with respect to the insurance
     policies otherwise required to be obtained and maintained by Lessee under
     this Agreement.

     SECTION 14. DAMAGE TO THE SITE, TOWER OR THE IMPROVEMENTS.


                                       40



     (a) If there occurs a casualty which damages or destroys all or a
Substantial Portion of any Site, then within thirty (30) days after the date of
the casualty, Lessee shall notify Lessor in writing as to whether the Site is a
Non-Restorable Site (it being understood Lessee may waive any condition in the
definition of Non-Restorable Site, if it believes in good faith that Restoration
may be commenced (and a building permit issued) within one year), which notice
will specify in detail the reasons for such determination by Lessee, and if such
Site is not a Non-Restorable Site the estimated time, in Lessee's reasonable
judgment, for Restoration of the Site (a "CASUALTY NOTICE"). If Lessee fails to
give Casualty Notice to Lessor within such thirty (30) day period, the affected
Site shall be deemed not to be a Non-Restorable Site. If Lessor or the
applicable Sprint Additional Party disagrees with any determination of Lessee in
the Casualty Notice that the Site is a Non-Restorable Site, Lessor or the
applicable Sprint Additional Party (as applicable) may institute arbitration
proceedings to determine any such matter in the manner described in Section
31(h). If such Site is a Non-Restorable Site, then (i) either Lessee or Sprint
Collocator shall have the right to terminate Sprint Collocator's leaseback or
other use and occupancy of the Sprint Collocation Space at such Site, upon
written notice to Sprint Collocator and such leaseback or other use and
occupancy at such Site shall terminate as of the date of such Notice and (ii)
Lessor or the applicable Sprint Additional Party, as applicable, will have the
right to terminate this Agreement as to such Site by written notice to Lessee
within thirty (30) days after receipt of such written notice from Lessee,
whereupon the Term as to such Site will automatically expire as of the date of
such notice of termination and, if such right is exercised, Sprint Collocator's
leaseback or other use and occupancy of the Sprint Collocation Space shall be
terminated by written notice to Lessee within thirty (30) days after receipt of
such written notice from Lessee, whereupon Sprint Collocator's rights and
obligations as to the leaseback or other use and occupancy of Sprint Collocation
Space at such Site will automatically expire as of the date of such notice of
termination. In all instances Lessee shall have the sole right to retain all
insurance Proceeds related to a Non-Restorable Site and any other Site.

     (b) If there occurs, as to any Site, a casualty which damages or destroys
(i) all or a Substantial Portion of such Site and the Site is not a
Non-Restorable Site, or (ii) less than a Substantial Portion of any Site,
Lessee, at its sole cost and expense, will promptly and diligently commence with
the adjustment of Lessee's insurance Claims with respect to such event within a
period of thirty (30) days after the date of the damage and, thereafter,
promptly commence, and diligently prosecute to completion, the Restoration of
the same. The Restoration will be carried on and completed in accordance with
the provisions and conditions of this Section 14.

     (c) If Lessee is required to restore any Site in accordance with Section
14(b), all Proceeds of Lessee's insurance will be held by Lessee or the Lessee
Lender and applied to the payment of the costs of the Restoration and will be
paid out from time to time as the Restoration progresses. Any portion of the
Proceeds of Lessee's insurance applicable to a particular Site remaining after
final payment has been made for work performed on such Site will be retained by
and be the property of Lessee. If the cost of Restoration exceeds the Proceeds
of Lessee's insurance, Lessee will pay the excess cost.

     (d) Without limiting Lessee's obligations under this Agreement in respect
of a Site subject to a casualty, if Lessee is required to cause the Restoration
of a Site that has suffered a casualty, Lessee will make available to Sprint
Collocator a portion of the Leased Property of such Site for the purpose of
Sprint Collocator's locating, at its sole cost and expense, a temporary


                                       41



communications facility, and will give Sprint Collocator priority over Tower
Subtenants at such Site as to the use of such portion; provided, however, that
(i) the placement of such temporary communications facility will not interfere
in any material respect with Lessee's Restoration or the continued operations of
any Tower Subtenant; (ii) Sprint Collocator will obtain any permits and
approvals, at Sprint Collocator's cost, required for the location of such
temporary communications facility on such Site; and (iii) there must be
Available Space on the Site for locating such temporary communications facility.

     (e) If Lessee fails at any time to diligently pursue the substantial
completion of the Restoration of the Site required under this Agreement (subject
to delay for force majeure events other than inability to obtain Governmental
Approvals), Sprint Collocator may, in addition to any other available remedy,
terminate this Agreement as to Sprint Collocator's leaseback or other use and
occupancy of the Sprint Collocation Space at the applicable Site upon giving
Lessee written notice of its election to terminate at any time prior to
completion of the Restoration.

     (f) From and after any casualty as to any Site described in this Section 14
and during the period of Restoration at a Site, the Sprint Collocation Charge
with respect to such Site will abate until completion of the Restoration.

     (g) The Parties acknowledge and agree that this Section 14 is in lieu of
and supersedes any statutory requirements under the laws of any State applicable
to the matters set forth in this Section 14.

     SECTION 15. TOWER SUBTENANTS; INTERFERENCE.

     (a) Lessee acknowledges and agrees that Lessee will not permit the addition
of any Tower Subtenants at any Site if such addition would materially and
adversely affect the operation of Sprint's Communications Equipment installed
prior to such Tower Subtenant's addition and Sprint Collocator's operation, use
or enjoyment of any Sprint Collocation Space on such Site, taking into account
customary and commercially reasonable practices for multi-tenant wireless
communication sites and towers.

     (b) Lessee will not and will not permit any Tower Subtenant at any Site to
(i) install or change, alter or improve the frequency, power, or type of the
Communications Equipment that materially and adversely interferes with the
operation of Sprint's Communications Equipment in existence on such Site as of
the date of such installation, change, alteration or improvement or is not
authorized by, or violates, any applicable Laws or is not made or installed in
accordance with good engineering practices (and Lessee will require any Tower
Subtenant who subleases, licenses, or uses any portion of a Site to covenant to
comply with the foregoing); or (ii) implement a configuration which materially
and adversely interferes with the operation of Sprint's Communications Equipment
on such Site in existence as of the date of such implementation.

     (c) If any Tower Subtenant installs or operates any Communications
Equipment which is in violation of, any Laws, Lessee will cause such Tower
Subtenant to shut down such Communications Equipment as promptly as practicable
(but in any event within fifteen (15) days


                                       42



after having actual knowledge thereof), failing which Lessee will shut down such
Communications Equipment.

     (d) If any interference at any Site (at levels above commercially
acceptable levels of interference at multi-tenant wireless communication sites)
occurs as a result of actions of Lessee or Tower Subtenants described in Section
15(b) above as to any Site, Lessee will be responsible for coordinating and
resolving any such interference problems caused by Lessee or Tower Subtenants at
such Site, including, without limitation, using its commercially reasonable
efforts to correct and eliminate the interference within two (2) Business Days
of receipt of notification from Sprint Collocator and perform an interference
study in accordance with then-current industry-standard procedures. If the
interference cannot be corrected or eliminated within such two (2) Business Days
period, Lessee will cause, at Lessee's option, any of Lessee's or Tower
Subtenants' Communications Equipment or Communications Facility that interferes
with the operation of Sprint's Communications Facility's authorized frequency
spectrum or signal strength, to be immediately powered down or turned off, with
the right to turn such interfering Communications Equipment or facility back up
or on only during off-peak hours in order to determine whether such interference
continues or has been eliminated; provided, that if any interference continues
at the time the power output of the interfering Communications Equipment is
powered down, the Communications Equipment that interferes with the operation of
Sprint's Communication Facility or the Sprint Collocation Space will be turned
off. If Lessee or any Tower Subtenant cannot reasonably correct or eliminate
such interference within thirty (30) days of receipt of written notice from
Sprint Collocator, Lessee will or will cause such Tower Subtenant to cease the
operations of the applicable Communications Equipment and to stop providing
services from the applicable Communications Facility or the Leased Property at
the applicable Site in its entirety until the interference problems are
resolved.

     (e) Notwithstanding the foregoing provisions of this Section 15, (i) the
obligations of Lessee hereunder as to any Site are subject to the rights of any
Tower Subtenant under any Collocation Agreement in existence as of the Effective
Date at such Site, and to the extent that the provisions of any such Collocation
Agreement prohibits Lessee from performing the obligations of Lessee hereunder,
Lessee will be required to perform such obligations only to the extent permitted
under such Collocation Agreement and shall have no liability with respect
thereto to Sprint Collocator and (ii) Lessee shall have no obligation to enforce
any rights under a Collocation Agreement against an Affiliate of Sprint.

     (f) Sprint Collocator will not, as to any Site, (i) install or change,
alter or improve the frequency, power, or type of Sprint's Communications
Equipment that materially and adversely interferes with the operation of any
Tower Subtenant's Communications Equipment in existence on such Site as of the
date of such installation, change, alteration or improvement or is not
authorized by, or violates, any applicable Laws or is not made or installed in
accordance with good engineering practices or otherwise violates the terms of
any Collocation Agreement existing on the Effective Date; or (ii) implement a
configuration which materially and adversely interferes with the operation of
any Tower Subtenant's Communications Equipment on such Site in existence as of
the date of such implementation.

     (g) If Sprint Collocator installs or operates any Communications Equipment
which is not authorized by, or is in violation of, any Laws, Sprint Collocator
will remove such


                                       43



Communications Equipment as promptly as practicable (but in any event within
fifteen (15) days after having actual knowledge thereof).

     (h) If any interference (at levels above commercially acceptable levels of
interference at multi-tenant wireless communication sites) occurs as a result of
actions of Sprint Collocator described in Section 15(f) above as to Sprint's
Communications Equipment at any Site, Sprint Collocator will be responsible for
coordinating and resolving any such interference problems caused by Sprint
Collocator, including, without limitation, using its commercially reasonable
efforts to correct and eliminate the interference within two (2) Business Days
of receipt of notification from Lessee and perform an interference study in
accordance with then-current industry-standard procedures. If the interference
cannot be corrected or eliminated within such two (2) Business Day period,
Sprint Collocator will cause any of Sprint's Communications Equipment that
interferes with the operation of any Tower Subtenant's Communications Facility's
authorized frequency spectrum or signal strength, to be immediately powered down
or turned off, with the right to turn such interfering Communications Equipment
or facility back up or on only during off-peak hours specified by Lessee in
order to determine whether such interference continues or has been eliminated;
provided, that if any interference continues at the time the power output of the
interfering Communications Equipment is powered down, the Communications
Equipment that interferes with the operation of the applicable Tower Subtenant's
Communication Facility will be turned off. If Sprint Collocator cannot correct
or eliminate such interference within thirty (30) days of receipt of written
notice from Lessee, Sprint Collocator will cease the operations of the
applicable Communications Equipment and to stop providing services from the
Sprint's Communications Facility or the Sprint Collocation Space of the
applicable Site in its entirety until the interference problems are resolved.

     SECTION 16. TAXES.

     (a) Subject to Sections 16(b) and (c) and 39(b), and except as provided
below, Lessee will be responsible for all Taxes upon or with respect to (A) any
of the Leased Property, any portion of such Leased Property, or any interest
therein, (B) the acquisition, purchase, sale, financing, leasing, subleasing,
ownership, maintenance, repair, redelivery, alteration, insuring, control, use,
operation, delivery, possession, repossession, location, storage, refinancing,
refund, transfer of title, registration, reregistration, transfer of
registration, return, or other disposition of any of the Leased Property or any
portion of such Leased Property, or interest in such Leased Property, (C) the
rental payments, receipts, or earnings arising from the Leased Property, any
portion of such Leased Property, or any interest in such Leased Property, or
payable pursuant to this Agreement, or any other payment or right to receive
payment pursuant to any related document, or (D) any Alteration, removal,
substitution, maintenance, or repair of any of the Leased Property. Subject to
Sections 16(b) and (c) and 39(b), and except as provided below, Lessee will be
responsible for all Taxes upon or with respect to each Site applicable to all
periods occurring after the Effective Date and during the Term as to such Site.
Lessee will receive any refunds for Taxes paid by Lessee pursuant to this
Agreement. Notwithstanding the foregoing, Lessee will not be required to pay any
Taxes payable with respect to a Leased Site or Other Interest Site, if the
applicable Ground Lease provides that the Ground Lessor is responsible for such
Taxes without pass-through to the applicable ground lessee and the Ground Lessor
actually pays any such Taxes. If the Ground Lessor does not pay any such Taxes
and


                                       44



either Party becomes aware of it, the Parties will, at Lessee's expense,
cooperate and use commercially reasonable efforts to cause the Ground Lessor to
pay such Taxes.

     (b) In the taxable periods occurring during the Term as to any Site, any
Taxes (determined without regard to the Term) for which Lessee is responsible
under this Section 16 and that are calculated or assessed on the basis of a time
period any portion of which is not included within the Term as to such Site
(e.g., Property Taxes assessed annually) will be prorated proportionately
between the applicable Sprint Group Member and Lessee based on the number of
days in each such period during the time period of assessment that is included
within the Term as to such Site. Lessee's obligations for Taxes under this
Section 16 will be limited to that proportionate amount of such Taxes
attributable to the period during which this Agreement is in effect with respect
to such Site; provided, that any Taxes resulting from special assessments or
appraisals of any Site occurring during the period during which this Agreement
is in effect will be the sole responsibility of Lessee. Any other Taxes that are
not calculated or assessed on the basis of a time period, but for which Lessee
is responsible under Sections 16 or 39(b), will be prorated using a fair and
equitable proration method that considers, among other things, the basis upon
which such Taxes are assessed.

     (c) Notwithstanding anything to the contrary in this Section 16 or in
Section 39, the Parties agree as follows with respect to Property Taxes: (i)
Lessor or the applicable Sprint Group Member will prepare all returns with
respect to Property Taxes in the ordinary course and with the same degree of
diligence that it exercises with respect to similar tax compliance matters; (ii)
Lessor or the applicable Sprint Group Member will pay all Property Taxes on a
timely basis to the appropriate Governmental Authority and Lessee shall have no
responsibility for Property Taxes other than with respect to the Lessee Property
Tax Charge and Landlord Reimbursement Taxes, (iii) for each calendar year, or
portion thereof, that is included in the Term as to each Site, Lessee will pay
to Lessor the Lessee Property Tax Charge on or before July 1 of the respective
calendar year; provided that if the Effective Date is after July 1, the payment
for the first calendar year (or portion thereof) shall be made on the Effective
Date; provided further that if the Term ends prior to July 1, the payment for
the final year shall be made on the last day of the Term; and (iv) by June 15 of
each calendar year, Lessor will provide Lessee with an officer's certificate in
the form of Exhibit D. Lessor, Lessee and the applicable Sprint Group Member
will cooperate with each other, and make available to each other such
information as will reasonably be necessary, in connection with the preparation
of tax returns for Property Taxes and any audit or judicial or administrative
proceeding relating to the same. To the extent a Sprint Group Member, other than
Lessor or Sprint Collocator, has an obligation under this Section 16, Sprint
Collocator shall cause such Sprint Group Member to perform such obligation.
Lessee will be responsible for all Landlord Reimbursement Taxes for which the
applicable Ground Lessor seeks reimbursement under the provisions of the Ground
Lease after the Effective Date and during the Term with respect to each Site;
provided, however, the Parties will prorate such amounts relating to tax periods
that include the Effective Date or the Site Expiration Date in a manner
consistent with the provisions of Section 16(b) and the paying Party will be
entitled to reimbursement from the non-paying Party for the non-paying Party's
portion of the Landlord Reimbursement Taxes paid, and provided further that,
with respect to the twelve month period beginning on the Effective Date, Lessor
will reimburse Lessee for the amount of the aggregate Landlord Reimbursement
Taxes paid by Lessee (prorated for such twelve month period with the actual
amount of Landlord Reimbursement Taxes during 2005 and 2006 straightlined) that


                                       45



exceed the product of $200 multiplied by the number of Sites. To the extent
either Party is entitled to reimbursement from the other Party for the payment
of prorated Landlord Reimbursement Taxes, such reimbursement shall be due within
fifteen (15) days of the presentation of a statement reflecting amounts due and
appropriate other documentation supporting the calculation and payment of such
amounts to the applicable Ground Lessor. In the event of (1) the non-payment of
Taxes when due (unless such Taxes are being contested in good faith and there is
no material risk of forfeiture of any Site as a result of such non-payment of
Taxes) by Lessor or any of its Affiliates, which could result in a material risk
of forfeiture of a Site (in which case, Lessor will promptly notify Lessee when
Lessor becomes aware of such event) or (2) the failure by Lessor to deliver the
certificate required to be delivered under clause (iv) of the first sentence of
Section 16(c) with respect to any Site by July 15 of the calendar year, Lessee
may notify Lessor in writing of the non-payment of Taxes and request that Lessor
or its Affiliates take action within 90 days to pay such Taxes and remove any
Liens ("90 DAY LESSEE NOTICE"). Within 90 days after receipt of the 90 Day
Lessee Notice, Lessor will provide evidence to Lessee to support that Lessor or
its Affiliates have paid such Taxes and started the process of removing any Lien
or have contested such Taxes in good faith with the appropriate Governmental
Authority and are diligently prosecuting such contest, and there is no material
risk of forfeiture of the Site. In the case of a contest, Lessor will provide
periodic updates to Lessee at least every 30 days thereafter until Lessor
provides evidence that such Lien has been removed. In the event that Lessor or
its Affiliates have elected to contest a Tax on a Site in accordance with the
provisions of this Section, Lessor agrees that it or its Affiliates will pay all
Taxes and take all actions necessary to remove any Lien within the time provided
by the appropriate Governmental Authority after a final determination. If, on
the ninety-first day after receipt of the 90 Day Lessee Notice, the Lessor or
its Affiliates have not (x) paid such Taxes and otherwise started the process of
removing any Lien or (y) taken action to contest such Taxes and continuously
prosecuted such contest, and there is no material risk of the forfeiture of the
Site, the Lessee may (but shall be under no obligation to) pay the Tax and cure
any Lien by taking any reasonable action necessary. Lessor will reimburse Lessee
for all costs incurred in paying such Taxes within 15 days of the presentation
to Lessor by Lessee of written documentation evidencing the payment of such
Taxes and the removal of any Lien for which Lessee is requesting reimbursement.
If, at any time after delivery of the 90 Day Lessee Notice, a material risk of
forfeiture of the Site arises, Lessor shall give prompt notice to Lessee and
(whether or not Lessor has provided such notice) Lessee shall have the right to
purchase the individual Site that is the subject of the proceeding for a
purchase price of $100 by giving Lessor written notice of its exercise of such
purchase option (provided that in the case of a 90 Day Lessee Notice described
in clause (1) above, such purchase option shall not be exercisable (j) until 10
days after the earlier of the Lessee delivery of the 90 Day Lessee Notice and
Lessor having actual knowledge of the event giving rise to such 90 Day Lessee
Notice, and (k) unless the material risk of forfeiture is continuing), and such
option shall be exercised pursuant to the provisions of Section 36, mutatis
mutandis, except that the Option Purchase Price shall be $100 and shall apply
only with respect to the individual Site.

     (d) Except as provided in Section 36(e), any excise, sales, use, value
added, registration, stamp, recording, documentary, conveyancing, transfer,
gains and similar Taxes ("TRANSFER TAXES") incurred in connection with the
transactions contemplated by this Agreement or the Collateral Agreements will be
borne by Lessee. Lessee will provide Lessor with a certificate substantially in
the form of Exhibit E. The Parties will cooperate in providing each


                                       46



other with any additional exemption certifications and other similar
documentation as appropriate. The Party that is required by applicable Law to
file the tax returns with respect to any applicable Transfer Taxes will do so at
its own expense, and the other Parties will cooperate with respect thereto as
necessary.

     SECTION 17. UTILITIES.

     Except as set forth to the contrary below in this Section 17, Lessor will
have no obligation to make arrangements for or to pay any charges for connection
or use of utilities and similar services to any Site, including but not limited
to, electricity, telephone, power, and other utilities. As among Sprint
Collocator and all new Tower Subtenants, Lessee will cause utility charges to be
separately metered. Sprint Collocator will pay to the applicable utility service
provider the charges for all separately metered utility services used by Sprint
Collocator at each Site in the operation of Sprint's Communications Facility at
such Site. Notwithstanding the foregoing provisions of this Section 17, if the
applicable utility service provider will not render a separate bill for Sprint
Collocator's usage, Sprint Collocator will reimburse Lessee monthly for Sprint
Collocator's actual metered usage at the rate charged to Lessee by the
applicable utility service provider, or if Lessee is prohibited from installing
a separate meter to measure Sprint Collocator's usage, Sprint Collocator may use
Lessee's utility sources to provide utility service to the Communications
Facility, and Sprint Collocator will reimburse Lessee monthly for Sprint
Collocator's actual usage at the rate charged to Lessee by the applicable
service provider (and Lessee and Sprint Collocator agree to cooperate in
determining a method by which to measure or estimate Sprint Collocator's usage
if the usage is not capable of actual measurement). Notwithstanding anything to
the contrary contained herein, Lessee shall have no obligation to provide,
maintain or pay for utility services related to Sprint's Communication
Equipment. Sprint Collocator shall pay for all utility services utilized by
Sprint Collocator and its Affiliates in its operations at each Site prior to
delinquency. For all Sites where Sprint Collocator leases Sprint Collocation
Space, certain Affiliates of Sprint and Lessee have agreed to an arrangement in
a separate agreement for the segregation and transfer of responsibility for
electrical service serving the lighting system serving each Site from Sprint
Collocator to Lessee. In connection with such arrangement, Sprint Collocator
agrees to pay the utility costs for such electrical power as follows. If not
prohibited by applicable Laws, Sprint Collocator shall allow Lessee to access
Sprint Collocator's (or other Person occupying the Sprint Collocation Space's)
power sources at all Sites with lighting systems in order to install lighting
monitoring equipment and maintain Tower lighting as required under this
Agreement and the Transition Services Agreement. Accessing such power sources
shall be at Lessee's sole cost and expense. The cost of all power provided to
Lessee shall be at no cost or expense to Lessee. During each of the first four
(4) years of the Term of this Agreement, Lessee shall obtain its own power
source for its lighting and lighting monitoring equipment and transition from
using power of Sprint Collocator (or other Persons occupying the Sprint
Collocation Space) for the Sites and the sites leased or preleased under each
Additional Master Lease and Sublease (collectively, with the Sites, the
"AGGREGATE LIGHTING SITES") requiring lighting monitoring equipment
(approximately 1,137 Sites) as of the Effective Date at a rate of twenty-five
percent (25%) of such Aggregate Lighting Sites by the end of each of the first
four (4) years of the Term of this Agreement, all as to be more fully described
in the Transition Services Agreement. Notwithstanding anything to the contrary
contained herein, Lessee is not required to obtain its own power source for
lighting and


                                       47



monitoring equipment if lighting at a Site is not required under applicable Law
(including approvals granted by any local zoning board) or other existing
written agreement.

     SECTION 18. GOVERNMENTAL PERMITS.

     (a) In addition to and not in limitation of the provisions of Section 12(a)
of this Agreement, Lessee will, at its own cost and expense, provide to Lessor
and Sprint Collocator or its Affiliates all necessary and appropriate
information reasonably requested by Lessor or Sprint Collocator or its
Affiliates to obtain and maintain in effect all certificates, permits, licenses
and other approvals relating to FAA or FCC regulations and Lessee will, at its
own cost and expense, obtain and maintain in effect all certificates, permits,
licenses and other approvals (other than those relating to FCC and FAA
regulations) and comply with all Laws, required or imposed by Governmental
Authorities (other than those relating to FCC or FAA regulations), in connection
with the operation and maintenance of the Leased Property at each Site
(including the Tower on such Site). As part of Lessee's obligation to provide
information, Lessee will provide Lessor and Sprint Collocator or its Affiliates
access to data reasonably necessary to monitor the lighting systems at each Site
to the extent in Lessee's possession (to the extent Sprint Collocator is not
already independently monitoring the same and to the extent such lighting
systems are required by applicable Law (including approvals granted by any local
zoning board) or existing written agreements).

     (b) Lessee will reasonably cooperate with Sprint Collocator or its
Affiliates in their efforts to obtain and maintain in effect any certificates,
permits, licenses and other approvals and to comply with any Laws required or
imposed on Sprint Collocator by Governmental Authorities applicable to the
Sprint Collocation Space of each Site.

     (c) Sprint Collocator will, at its own cost and expense, obtain and
maintain or cause to be maintained in effect all material certificates, permits,
licenses and other approvals and comply with all Laws required or imposed by
Governmental Authorities in connection with the operation and maintenance of the
Sprint Collocation Space of each Site, including, without limitation, FCC
regulations. The cost of obtaining and maintaining such FCC or FAA permits or
approvals will be reimbursed to Lessor in accordance with Section 18(f).

     (d) Lessor and Sprint Collocator will reasonably cooperate with Lessee in
Lessee's efforts to provide required information and to comply with all Laws
required or imposed by Governmental Authorities applicable to each Site.

     (e) Lessor and Sprint Collocator will be afforded access, at reasonable
times and upon reasonable prior notice, to all of Lessee's records, books,
correspondence, instructions, blueprints, permit files, memorandum and similar
data relating to the compliance of the Towers with all applicable Laws or if
Lessor or Sprint Collocator otherwise provides reasonable justification
therefore, except privileged documents or where disclosure is prohibited by Law.
Lessee will also provide Lessor or Sprint Collocator with an electronic
interface or other real time access to Lessee's Tower administration database
which will enable access to detailed information concerning collocations. Any
information described in this Section 18(e) will be open for inspection upon
reasonable notice by Lessor or Sprint Collocator, at its cost, and its


                                       48



authorized representatives at reasonable hours at Lessee's principal office and
will be retained by Lessee for period of three (3) years after the expiration of
this Agreement.

     (f) The cost of Lessor's or Sprint Collocator's or its Affiliates obtaining
and maintaining all FCC and FAA permits and approvals relating to the operation
and maintenance of the Leased Property of each Site (excluding the Sprint
Collocation Space) and Lessee Work, in each case, after the Effective Date, will
be borne by Lessee in accordance with Sections 13(b)(i) and 18(c) (the
"REIMBURSABLE COSTS"). Lessor will provide Lessee with an invoice for
Reimbursable Costs on a monthly basis, which amount will be paid by Lessee to
Lessor or Sprint Collocator, as applicable, within twenty (20) Business Days of
Lessee's receipt of such invoice.

     SECTION 19. NO LIENS.

     (a) Lessee will not create or permit any Lien (other than Lessee Permitted
Liens) against any Site, or any part of any Site. If any such Lien created or
permitted by Lessee (other than Lessee Permitted Liens) is filed against all or
any part of any Site, Lessee will be required to cause the same to be discharged
by payment, satisfaction or posting of bond within thirty (30) days only (i)
after Lessee has obtained knowledge of such Lien and (ii) Lessee has elected not
to contest such Lien in accordance with Section 19(b) hereof. If Lessee fails,
after notice and opportunity to cure, to cause any Lien not being contested as
provided in Section 19(b) (other than Lessee Permitted Liens) to be discharged
within the permitted time, Lessor may cause it to be discharged and may pay the
amount of such Lien in order to do so. If Lessor makes any such payment, all
amounts paid by Lessor will be payable by Lessee to Lessor within ten (10) days
of demand.

     (b) To the extent not prohibited under any applicable Ground Lease, Lessee
may, at Lessee's sole cost and expense, in its own name and on its own behalf or
in the name of and on behalf of Lessor, in good faith, contest any claim of Lien
and, in the event of any such contest, may permit such claim of Lien so
contested to remain unpaid, unsatisfied and undischarged during the period of
such contest and any appeal from such contest; provided, that, if any portion of
any Site is subject to imminent danger of loss or forfeiture by virtue of or by
reason of such claim of Lien, such claim of Lien will be complied with as
promptly as practicable, but in any event prior to any loss or forfeiture.
Lessor, at the sole cost and expense of Lessee, will use commercially reasonable
efforts to cooperate fully with Lessee in any such contest.

     (c) Any Secured Lessee Loan (including any Mortgage execute in connection
therewith) will be subject to each and every term, covenant, condition,
agreement, requirement, restriction and provision set forth in this Agreement
and subject to all rights of Lessor hereunder.

     (d) Lessor will execute any necessary easement or right of way for
utilities for any Owned Site promptly following any request by Lessee, provided
such easement or right of way does not have an adverse effect on Sprint
Collocator's use or enjoyment of the Sprint Collocation Space of such Site or on
the ownership by Lessor of the Tower on such Site, including without limitation,
the operation of Sprint's Communications Equipment on such Site.

     (e) Sprint Collocator will not create or permit (or allow any of its
Affiliates to create or permit) any Lien arising by, through or under Sprint
Collocator or its Affiliates (other than


                                       49



Permitted Encumbrances) against Site, or any part of any Site. If any such Lien
(other than Permitted Encumbrances) is filed against all or any part of any Site
as a result of the acts or omissions of Sprint Collocator or any of its
Affiliates, Sprint Collocator will cause the same to be discharged by payment,
satisfaction or posting of bond within thirty (30) days after obtaining actual
knowledge such Lien. If Sprint Collocator fails to cause any such Lien (other
than Permitted Encumbrances) to be discharged within such thirty (30) day
period, Lessee may, after ten (10) days prior written notice to Sprint
Collocator, cause such Lien to be discharged and may pay the amount of such Lien
in order to do so. If Lessee makes any such payment, all amounts paid by Lessee
will be payable by Sprint Collocator to Lessee upon demand.

     SECTION 20. CONDEMNATION.

     (a) If there occurs a Taking of all or a Substantial Portion of any Site,
other than a Taking for temporary use, then (i) Lessee will have the right to
terminate this Agreement as to such Site by written notice to Lessor and Sprint
Collocator within thirty (30) days of the occurrence of such Taking whereupon
the Term will automatically expire as to such Site, on the Date of Taking, as if
such date were the Site Expiration Date as to such Site and each Party shall be
entitled to prosecute, claim and retain the entire Award attributable to its
respective interest in such Site under this Agreement and (ii) Sprint Collocator
will have the right to terminate this Agreement as to Sprint Collocator's
leaseback or other use and occupancy of the Sprint Collocation Space by written
notice to Lessee within thirty (30) days of the occurrence of such Taking,
whereupon ) Sprint Collocator's rights and obligations as to the leaseback or
other use and occupancy of the Sprint Collocation Space at such Site will
automatically expire as of the Date of Taking.

     (b) If there occurs a Taking of less than a Substantial Portion of any
Site, then this Agreement and all duties and obligations of Lessee under this
Agreement in respect of such Site will remain unmodified, unaffected and in full
force and effect. Lessee will promptly proceed with the Restoration of the
remaining portion of such Site (to the extent commercially feasible) to a
condition substantially equivalent to its condition prior to the Taking. Lessee
will be entitled to apply the Award received by Lessee to the Restoration of any
Site from time to time as such work progresses; provided, that Sprint Collocator
will be entitled to prosecute and claim an amount of any Award reflecting its
interest under this Agreement. If the cost of the Restoration exceeds the Award
recovered by Lessee, Lessee will pay the excess cost. If the Award exceeds the
cost of the Restoration, the excess will be paid to Lessee.

     (c) If there occurs a Taking of any portion of any Site for temporary use,
then this Agreement will remain in full force and effect as to such Site for the
remainder of the Term as to such Site; provided that, notwithstanding anything
to the contrary contained in this Agreement, during such time as Lessee will be
out of possession of such Site, if a Master Lease Site, or unable to operate
such Site, if a Pre-Lease Site, by reason of such Taking, the failure to keep,
observe, perform, satisfy and comply with those terms and conditions of this
Agreement compliance with which are effectively impractical or impossible as a
result of Lessee's being out of possession or unable to operate (as applicable)
such Site will not be an event of default under this Agreement. The Award for
any such temporary Taking payable for any period prior to the Site Expiration
Date will be paid to Lessee and, for any period thereafter, to Lessor.


                                       50



     (d) If there occurs a Taking of any Sprint Collocation Space of any Site or
any portion of such Sprint Collocation Space, for temporary use, then this
Agreement will remain in full force and effect as to such Site for the remainder
of the then-current Term; provided that, notwithstanding anything to the
contrary contained in this Agreement, during such time as Sprint Collocator will
be out of possession of such Sprint Collocation Space by reason of such Taking,
the failure by Sprint Collocator to keep, observe, perform, satisfy, and comply
with these terms and conditions of this Agreement compliance with which are
effectively impractical or impossible as a result of Sprint Collocator's being
out of possession of such Sprint Collocation Space will not be an event of
default under this Agreement, and, in addition, Sprint Collocator will not be
liable for payment of the Sprint Collocation Charge during the period of the
temporary Taking.

     SECTION 21. WAIVER OF SUBROGATION; INDEMNITY.

     (a) Except as provided in this Agreement, to the extent permitted by
applicable Law, Lessor, Lessee and Sprint Collocator hereby waive any and all
rights of recovery, claim, action or cause of action against each other, their
respective agents, officers and employees, for any loss or damage that may occur
to any Site or their respective property at any Site, by reason of fire, the
elements, or any other cause insured against, or required to be insured against,
under the terms of policies of property insurance maintained, or required to be
maintained, for such Site, by Lessor, Lessee or Sprint Collocator (as the case
may be) under the terms of this Agreement, regardless of cause or origin. In
addition, Lessor, Lessee and Sprint Collocator will cause each such property
insurance policy carried by them insuring the their respective property at each
Site to provide that the insurer waives all rights of recovery by way of
subrogation against any other Party hereto in connection with any loss or damage
covered by the policy.

     (b) Subject to the provisions of Section 21(a) above, Lessee agrees to
indemnify and to hold each Sprint Indemnitee harmless from any and all Claims
suffered or incurred by such Sprint Indemnitee by reason of, or arising out of
(i) any default, breach, performance or nonperformance by Lessee of its
respective obligations and covenants under this Agreement, including, without
limitation, Sections 13, 15 and 18; (ii) any Claims against any Sprint
Indemnitee arising out of or resulting from (x) Lessee's use, operation,
maintenance or occupancy of any part of the Site in violation of the terms of
this Agreement or (y) any Tower Subtenant's use, operation, maintenance or
occupancy of its Communications Facility in violation of the terms of this
Agreement; (iii) any failure of Lessee to comply with any applicable Laws or
with the directives of the FCC and FAA that Lessee is required to comply with
pursuant to this Agreement or under applicable Laws; (iv) any Claims arising out
of or resulting from Lessee's acts or omissions, or the acts or omissions of any
of their respective agents, employees, engineers, contractors, subcontractors,
licensees, or invitees; and (v) any other provision of this Agreement which
provides that Lessee will indemnify and hold harmless any Sprint Indemnitee in
respect of the matters contained in such provision. If any action or proceeding
is brought against any Sprint Indemnitee by reason of any such Claim, Lessee
upon notice from such Sprint Indemnitee, covenants and agrees to defend such
action or proceeding at its expense.

     (c) Subject to the provisions of Section 21(a) above, Sprint Collocator
agrees to indemnify and to hold each Lessee Indemnitee harmless from any and all
Claims with respect to


                                       51



bodily injury, personal injury or property damage suffered or incurred by such
Lessee Indemnitee by reason of, or arising out of (i) any default, breach,
performance or nonperformance of Sprint Collocator's obligations and covenants
under this Agreement; (ii) any Claims against any Lessee Indemnitee arising out
of or resulting from Sprint Collocator's use, operation, maintenance or
occupancy of Sprint's Communications Equipment or any portion of the Site
(including the Sprint Collocation Space) in violation of the terms of this
Agreement, (iii) Sprint Collocator's failure to comply with any applicable Laws
or with the directives of the FCC and FAA as to Sprint's Communications
Equipment; (iv) any Claims against any Lessee Indemnitee arising out of or
resulting from the acts or omissions of Lessor, Sprint Collocator, their
respective Affiliates or any of Sprint Collocator's agents, employees,
engineers, contractors, subcontractors, licensees or invitees; and (v) any other
provision of this Agreement which provides that Sprint Collocator will indemnify
and hold harmless any Lessee Indemnitee in respect of the matters contained in
such provision. If any action or proceeding is brought against any Lessee
Indemnitee by reason of any such Claim, Sprint Collocator, upon notice from such
Lessee Indemnitee, covenants and agrees to defend such action or proceeding at
its expense.

     SECTION 22. SUBORDINATION OF MORTGAGES..

     All Mortgages which at any time during the Term of this Agreement may be
placed upon such Site or any portion of such Site and all documents and
instruments evidencing and securing any Secured Lessee Loan, shall be subject
and subordinate to the terms and conditions hereof.

     SECTION 23. ENVIRONMENTAL COVENANTS.

     (a) For purposes of this Agreement, the following terms will have the
following meanings: (i) "HAZARDOUS MATERIAL" or "HAZARDOUS MATERIALS" means and
includes petroleum products, flammable explosives, radioactive materials,
asbestos or any material containing asbestos, polychlorinated biphenyls, or any
hazardous, toxic or dangerous waste, substance or material defined as such or
defined as a hazardous substance or any similar term, by, in or for the purposes
of the Environmental Laws, including, without limitation Section 101(14) of
CERCLA (hereinafter defined); provided, that the term "HAZARDOUS MATERIALS" will
exclude quantities of materials or substances maintained by Lessor, Sprint
Collocator, its Affiliates, Lessee and Tower Subtenants on or about any Site
(including Tower and Improvements on such Site) in the ordinary course of
business, so long as such materials are maintained in accordance with the
applicable Environmental Laws: (ii) "RELEASE" will have the meaning given such
term, or any similar term, in the Environmental Laws, including, without
limitation Section 101(22) of CERCLA; and (iii) "ENVIRONMENTAL LAW" or
"ENVIRONMENTAL LAWS" will mean any "SUPER FUND" or "SUPER LIEN" Law, or any
other federal, state or local statute, Law, ordinance, code, rule, regulation,
order or decree, regulating, relating to or imposing liability or standards of
conduct concerning any Hazardous Materials as may now or at any time hereafter
be in effect, including, without limitation, the following, as same may be
amended or replaced from time to time, and all regulations promulgated under or
in connection with: the Superfund Amendments and Reauthorization Act of 1986;
The Comprehensive Environmental Response, Compensation and Liability Act of
1980; The Clean Air Act; The Clean Water Act; The Toxic Substances Control Act;
The Solid Waste Disposal Act, as amended by the Resource Conversation and
Recovery Act; The Hazardous Materials Transportation Act; and The Occupational
Safety and Health Act of 1970.


                                       52



     (b) Lessee covenants and agrees that: (i) Lessee will not conduct or allow
to be conducted upon any Site any business operations or activities, or employ
or use a Site, to generate, manufacture, refine, transport, treat, store,
handle, dispose of, transfer, produce, or process Hazardous Materials; provided,
that Lessee will have the right to bring, use and keep and allow any Tower
Subtenant to bring and keep on any Site in compliance with all applicable Laws,
batteries, generators and associated fuel tanks and other substances commonly
used in the industry necessary for the operation and maintenance of each Site;
(ii) Lessee will carry on its business and operations at each Site in compliance
in all respects with, and will remain in compliance with, all applicable
Environmental Laws and will ensure that all Tower Subtenants do the same: (iii)
Lessee will not create or permit to be created any Lien against any Site for the
costs of any response, removal or remedial action or clean-up of Hazardous
Materials; (iv) Lessee will promptly conduct and complete all investigations,
studies, sampling and testing, and all remedial, removal, and other actions
necessary to clean up and remove all Hazardous Materials on, from or affecting
each Site in accordance with all applicable Environmental Laws; and (v) Lessee
will promptly notify Lessor and Sprint Collocator in writing if Lessee receives
any notice, letter, citation, order, warning, complaint, claim or demand that:
(w) Lessee or any Tower Subtenant has violated, or is about to violate, any
Environmental Law, (x) there has been a Release or there is a threat of Release,
of Hazardous Materials at or from the applicable Site, (y) Lessee or any Tower
Subtenant may be or is liable, in whole or in part, for the costs of cleaning
up, remediating, removing or responding to a Release of Hazardous Materials, or
(z) a Site are subject to a Lien favor of any Governmental Authority for any
liability, cost or damages under any Environmental Law.

     (c) Lessor covenants and agrees that: (i) Lessor will not conduct, or allow
any Person under the direction or control of Lessor, upon any Site any business
operations or activities, or employ or use a Site, to generate, manufacture,
refine, transport, treat, store, handle, dispose of, transfer, produce, or
process Hazardous Materials; (ii) Lessor will carry on its business and
operations at each Site, if any, in compliance in all respects with, and will
remain in compliance with, all applicable Environmental Laws; and (iii) Lessor
will not create, or permit any Person under the direction or control of Lessor
to create, any Lien against any Site, including for the costs of any response,
removal or remedial action or clean-up of Hazardous Materials; Lessor will
promptly notify Lessee if Lessor receives any notice, letter, citation, order,
warning, complaint, claim or demand that: (w) Lessor or any Tower Subtenant has
violated, or is about to violate, any Environmental Law, (x) there has been a
Release or there is a threat of Release, of Hazardous Materials at or from the
applicable Site, (y) Lessee, Lessor or any Tower Subtenant may be or is liable,
in whole or in part, for the costs of cleaning up, remediating, removing or
responding to a Release of Hazardous Materials, or (z) a Site is subject to a
Lien favor of any Governmental Authority for any liability, cost or damages
under any Environmental Law.

     (d) Lessor agrees to indemnify and hold the Lessee Indemnitees harmless
from and against any and all Claims, including Claims of any and every kind
whatsoever paid, incurred, suffered by, or asserted against the Lessee
Indemnitees or the Sprint Collocation Space of any Site for, with respect to, or
as a result of the violation or breach of, or the failure of Lessor or Sprint
Collocator to fully and completely keep, observe, satisfy, perform and comply
with, any agreement, term, covenant, condition, requirement, provision or
restriction of Section 23(c);


                                       53



     (e) Sprint Collocator covenants and agrees that as to each Site upon which
it leases or otherwise uses or occupies any Sprint Collocation Space: (i) Sprint
Collocator will not conduct or allow to be conducted upon any such Sprint
Collocation Space of any Site any business operations or activities, or employ
or use a Sprint Collocation Space of any Site, to generate, manufacture, refine,
transport, treat, store, handle, dispose of, transfer, produce, or process
Hazardous Materials; provided, that Sprint Collocator will have the right to
bring, use and keep on the Sprint Collocation Space of any Site in compliance
with all applicable Laws, batteries, generators and associated fuel tanks and
other substances commonly used in the industry necessary for the operation and
maintenance of each Sprint Collocation Space of any Site; (ii) Sprint Collocator
will carry on its business and operations on the Sprint Collocation Space of any
Site in compliance in all respects with, and will remain in compliance with, all
applicable Environmental Laws unless non-compliance results from the acts or
omissions of Lessee or any Tower Subtenant; (iii) Sprint Collocator will not
create or permit to be created any Lien against any Sprint Collocation Space of
any Site for the costs of any response, removal or remedial action or clean-up
of Hazardous Materials unless non-compliance results from the acts or omissions
of Lessee or any Tower Subtenant; (iv) to the extent such Hazardous Materials
were deposited by Sprint Collocator, Sprint Collocator will promptly conduct and
complete all investigations, studies, sampling and testing, and all remedial,
removal, and other actions necessary to clean up and remove all Hazardous
Materials on, from or affecting the Sprint Collocation Space of each Site in
accordance with all applicable Environmental Laws; and (v) Sprint Collocator
will promptly notify Lessee in writing if Sprint Collocator receives any notice,
letter, citation, order, warning, complaint, claim or demand that: (w) Sprint
Collocator has violated, or is about to violate, any Environmental Law, (x)
there has been a Release or there is a threat of Release, of Hazardous Materials
at or from the Sprint Collocation Space of any Site, (y) Sprint Collocator may
be or is liable, in whole or in part, for the costs of cleaning up, remediating,
removing or responding to a Release of Hazardous Materials, or (z) the Sprint
Collocation Space of any Site is subject to a Lien in favor of any Governmental
Authority for any liability, cost or damages under any Environmental Law.

     (f) Except to the extent arising or resulting from the acts or omissions of
Lessor or Sprint Collocator, Lessee agrees to indemnify and hold the Sprint
Indemnitees harmless from and against any and all Claims, including Claims of
any and every kind whatsoever paid, incurred, suffered by, or asserted against
the Sprint Indemnitees or any Site for, with respect to, or as a result of the
following: (i) the presence in, on, over or under, or the escape, seepage,
leakage, spillage, discharge, emission or Release on or from any Site of any
Hazardous Materials that occurs after the Effective Date and prior to the
applicable Site Expiration Date or earlier date of termination of this
Agreement; (ii) the violation of any Environmental Laws relating to or affecting
any Site that occurs after the Effective Date (relating to a condition first
existing after the Effective Date) and prior to the applicable Site Expiration
Date or earlier date of termination of this Agreement; (iii) a Release of any
Hazardous Materials or the violation of any of the Environmental Laws that
occurs after the Effective Date and prior to the applicable Site Expiration Date
or earlier date of termination of this Agreement in connection with any other
property owned, operated or used by or on behalf of Lessee, which violation or
Release gives or may give rise to any rights whatsoever in any Party with
respect to any Site by virtue of any of the Environmental Laws; (iv) any
warranty or representation made by Lessee in this Section 23 is or becomes false
or untrue in any material respect; or (v) the violation or breach of, or the


                                       54



failure of Lessee to fully and completely keep, observe, satisfy, perform and
comply with, any agreement, term, covenant, condition, requirement, provision or
restriction of this Section 23.

     (g) Except to the extent arising or resulting from the acts or omissions of
Lessee or a Tower Subtenant, Sprint Collocator agrees to indemnify and hold the
Lessee Indemnitees harmless from and against any and all Claims, including
Claims of any and every kind whatsoever paid, incurred, suffered by, or asserted
against the Lessee Indemnitees or the Sprint Collocation Space of any Site for,
with respect to, or as a result of the violation or breach of, or the failure of
Sprint Collocator to fully and completely keep, observe, satisfy, perform and
comply with, any agreement, term, covenant, condition, requirement, provision or
restriction of Section 23(e).

     (h) Notwithstanding anything to the contrary in this Agreement, in the
event any Claim of a type giving rise to indemnification obligations under this
Section 23 is asserted against a Lessee Indemnitee and it cannot be readily
determined that it was the act or omission of Lessor or Sprint Collocator or its
Affiliate that gave rise to such Claim, it will be assumed for all purposes of
this Section 23 that it was Lessee's or a Tower Subtenant's act or omission,
Lessee will indemnify the Sprint Indemnitees in respect of such Claim pursuant
to Section 23(e), and neither Lessor nor Sprint Collocator will have any
obligation or liability to any Lessee Indemnitee in respect of such Claim unless
and until it is finally determined that Lessor's or Sprint Collocator's act or
omission gave rise to such Claim. The provisions of this Section 23 will survive
the applicable Site Expiration Date or earlier termination of this Agreement.
The foregoing provisions of this Section 23 are not intended to limit the
generality of any of the other provisions of this Agreement.

     (i) During the Term, for any dispute or litigation that arises during the
Term in connection with any Ground Lessor, Ground Lease, Collocation Agreement,
Tower Subtenant or any other issue relating to the operation of the Sites
(collectively, "DISPUTES"), Lessee shall have the right to control, prosecute,
settle and/or compromise such Disputes; provided that Lessee shall not settle or
compromise such Disputes (i) for which Lessee is seeking a claim for
indemnification under the Agreement to Lease, (ii) which would increase the
amounts owed under any Ground Lease or Collocation Agreement during the Term,
which amounts Lessee is not obligated to pay hereunder during the Term, or (iii)
result in the termination of any Ground Lease, without Lessor's consent (not to
be unreasonably withheld, conditioned or delayed); provided further that if
Lessor does reasonably withhold such consent, Lessee shall nevertheless have the
right to settle and/or compromise such Dispute at Lessee's own expense. Upon
request, Lessee shall keep Lessor reasonably informed of the status and of the
activities relating to the Disputes. Lessee shall not be required to seek the
consent of Lessor to settle any matter with a Ground Lessor that relates to the
amount of a Revenue Sharing Payment, and such settlement shall not diminish
Sprint Collocator's obligations under Section 11(g) with respect thereto.

     SECTION 24. INSURANCE.

     (a) For each Site, Lessee will procure, and will maintain in full force and
effect at all times during the Term as to the applicable Site, the following
types of insurance with respect to each Site, including the Tower and
Improvements on such Site (but excluding Sprint's Communications Equipment),
paying as the same become due all premiums for such insurance:


                                       55



          (i) commercial general public liability insurance insuring against all
     liability of Lessee and Lessee's officers, employees, agents, licensees and
     invitees arising out of, by reason of or in connection with the use,
     occupancy or maintenance of each Site (including Tower and the
     Improvements), in an amount of not less than $1,000,000 for bodily injury
     or property damage or as a result of one occurrence, and not less than
     $2,000,000 for bodily injury or property damage in the aggregate;

          (ii) umbrella or excess liability insurance with limits not less than
     $5,000,000 per occurrence and in the aggregate;

          (iii) property insurance in an amount not less than full replacement
     cost of the Tower and Improvements of each Site, against direct and
     indirect loss or damage by fire and all other casualties and risks covered
     under "ALL RISK" insurance respecting the Tower and Improvements (but
     excluding any of Sprint's Communications Equipment and Sprint's
     Improvements); and

          (iv) workers' compensation insurance covering all employees of Lessee
     and any employees of its Affiliates performing activities on the Site.

     (b) Lessee will pay all premiums for the insurance coverage which Lessee is
required to procure and maintain under this Agreement. Each insurance policy (i)
will name Lessor and Sprint Collocator as an additional insured; provided, that
such requirement will only apply to liability policies and will have no
application to workers' compensation policies; and (ii) will provide that the
policy cannot be canceled as to Lessor or Sprint Collocator except after the
insurer gives Lessor or Sprint Collocator, as applicable, thirty (30) days'
written notice of cancellation. For each Site, Lessee will deliver to Lessor and
Sprint Collocator certificates of insurance evidencing the existence of all
insurance which Lessee is required to maintain hereunder, such delivery to be
made promptly after such insurance is obtained (but not later than the Effective
Date) and not later than the date which is thirty (30) days prior to the
expiration date of any such insurance.

     (c) Sprint Collocator will procure, and will maintain in full force and
effect at all times during the Term, the following types of insurance with
respect to its Sprint Collocation Space at the Sites, paying as the same become
due all premiums for such insurance:

          (1) commercial general public liability insurance insuring against all
     liability of Sprint Collocator and its officers, employees, agents,
     licensees and invitees arising out of, by reason of or in connection with
     the use, occupancy or maintenance of the Sprint Collocation Space of each
     Site, in an amount of not less than $1,000,000 for bodily injury or
     property damage or as a result of one occurrence, and not less than
     $2,000,000 for bodily injury or property damage in the aggregate;

          (2) umbrella or excess liability insurance with limits not less than
     $5,000,000 per occurrence and in the aggregate; and

          (3) workers' compensation insurance covering all employees of Sprint
     Collocator or its Affiliates.


                                       56



     (d) Sprint Collocator will pay all premiums for the insurance coverage
which Sprint Collocator is required to procure and maintain under this
Agreement. Each insurance policy (i) will name Lessee as an additional insured;
provided, however, that such requirement will only apply to liability policies
and will have no application to workers' compensation policies; and (ii) will
provide that the policy cannot be canceled as to Lessee except after the insurer
gives Lessee thirty (30) days' written notice of cancellation. Sprint Collocator
will deliver to Lessee certificates of insurance evidencing the existence of all
insurance which Sprint Collocator is required to maintain hereunder, such
delivery to be made promptly after such insurance is obtained (but not later
than the Effective Date) and not later than the date which is thirty (30) days
prior to the expiration date of any such insurance.

     (e) All policy amounts set forth in this Section 24 will be evaluated and
increased (if necessary) every five (5) years during the Term of this Agreement
to such amounts as are customarily carried by prudent landlords and tenants in
the telecommunications industry to insure risks associated with their respective
interests in facilities comparable to the Sites. All policies of insurance
required under this Section 24 will be written on companies rated "A:VII" by AM
Best or a comparable rating and licensed in the State where the applicable Site
to which such insurance applies is located.

     (f) Neither Lessee nor Sprint Collocator will, on its own initiative or
pursuant to the request or requirement of any Tower Tenant or other Person, take
out separate insurance concurrent in form or contributing in the event of loss
with that required to be carried by such Party in this Section 24, unless the
other Party is named in the policy as an additional insured. Each Party will
immediately notify the other Party whenever any such separate insurance is taken
out and will deliver to the other Party original certificates evidencing the
same.

     SECTION 25. SPRINT RIGHT OF ALTERATION AND SUBSTITUTION.

     (a) Except as otherwise provided in this Agreement, Sprint Collocator will
have the right (for the benefit of itself or its Affiliates) to modify and/or
replace, at Sprint Collocator's expense, Sprint's Communications Equipment at
any Site so long as any such modification or replacement does not entail the
installation of Communications Equipment on any portion of the Tower located
outside the Sprint Tower Envelope that (i) materially differs in type or use
from Sprint's Communications Equipment then located on the Tower at such Site,
(ii) exceeds any limitations contained in Section 6(a), (iii) impairs the
structural integrity of the Tower or (iii) violates the provisions of Section
15. If at any Site Sprint Collocator desires to modify or replace any
Communications Equipment on the Tower with Communications Equipment that
materially differs in type or use from Sprint's Communications Equipment then
located at such Site, such modification or replacement Communications Equipment
may be installed only with the consent of Lessee, which consent shall not be
unreasonably withheld (and in connection with such consent Lessee may require
the that Sprint Collocator comply with a reasonable application process and
perform such testing and analysis at the cost of Sprint Collocator as would be
customary in accordance with industry standard requirements). Sprint Collocator
at any Site also will have the right, at its cost and expense, to make any
Alterations to the Site that it reasonably deems necessary to increase the
capacity of or otherwise augment, strengthen or enhance a Tower, subject,
however in the case of any structural Alterations to the submission of plans and
specifications to Lessee at least thirty (30) days prior to undertaking any such
Alteration, and the


                                       57



written approval of Lessee, not to be unreasonably withheld. Any Alterations to
a Site shall not adversely impact any existing Tower Subtenant or materially
diminish the marketability of space at a Site to future tower subtenants, have
the practical effect of limiting the number of potential Tower Subtenants or the
amount of Available Space on the Tower for potential use by prospective Tower
Subtenants, or otherwise diminish in any material respect the value of such
Site.

     (b) Notwithstanding anything to the contrary contained in this Agreement,
if during the Term, within fifteen (15) Business Days after request by Sprint
Collocator, Lessee will notify Sprint Collocator whether there is any Available
Space in respect of any Site. If any such Available Space then exists, Sprint
Collocator will have the Right of Substitution (for the benefit of itself or any
of its Affiliates) as to such Available Space if, in the reasonable judgment of
Lessee, such relocation will not (i) impair the structural integrity of the
Tower (and in connection with any exercise of the Substitution Right Lessee may
require that Sprint Collocator perform such testing and analysis at the cost of
Sprint Collocator as would be customary in accordance with industry standard
requirements in connection with such exercise) or cause interference in
violation of Section 15 with the Communications Equipment of any Tower Subtenant
or diminish the structural ability of the Tower to hold additional Tower
Subtenants (it being acknowledged and agreed, however (but subject to clause
(ii) immediately below), that Sprint Collocator shall be entitled to use at all
times the weight and wind loading equivalent of the Sprint Tower Envelope), or
(ii) have the practical effect of limiting the number of potential Tower
Subtenants at such Site (as compared prior to such Substitution or the rent
payable by such Tower Subtenants), provided, that Lessee may prevent Sprint
Collocator from exercising its Right of Substitution if such exercise would
cause a configuration of space that may reasonably be expected to limit Lessee's
revenue at any particular Site, including avoiding having any so-called "orphan"
space on a Tower (but with the assumption that no space on the Tower is more
expensive to rent because of its location of the Tower). If Sprint Collocator
elects to exercise its Right of Substitution, then, upon completion of the
relocation, at Sprint Collocator's expense, of the Communications Equipment and
Improvements of Sprint Collocator or its Affiliate on the Site, the previously
existing Sprint Collocation Space of the applicable Site will automatically be
released by Sprint Collocator or its Affiliate and become a part of the
Available Space of such Site (and Sprint Collocator shall deliver (or cause its
Affiliates to deliver) such space in good condition, repair and order,
reasonable wear and tear excepted, and shall remove all of Sprint's
Communications Equipment therefrom and restore any damage thereto caused by,
through or under any member of the Sprint Group), subject to the terms of this
Agreement, and concurrently therewith, the Available Space on such Site to which
the Communications Equipment and Improvements of Sprint Collocator or its
Affiliate has been relocated (but in no event shall such space be larger than
the Sprint Tower Envelope) will automatically become and constitute the Sprint
Collocation Space (provided, however, that if Sprint Collocator will maintain
Communications Equipment of less than the equivalent weight and wind loading of
nine (9) 1'x 6' panel antennas on the Tower at such Site as of the effective
date of such relocation, the Sprint Collocation Space will contain an additional
portion of such Tower so that the Sprint Collocation Space will contain the
entire amount of the Sprint Tower Envelope to the extent there is adequate
contiguous space available on the Tower as of the effective date of such
relocation) subject to Section 6; provided, however, that the weight and wind
loading criteria for such Sprint Collocation Space shall continue to be the same
as existed prior to the exercise of the Right of Substitution. The Parties will
at Sprint Collocator's sole cost and expense promptly execute such


                                       58



instruments as may be reasonably required to further evidence such Substitution,
including without limitation an amendment to Exhibit A or the applicable Site
Designation Supplement. Sprint Collocator will, at its cost and expense,
complete the relocation of its Communications Equipment.

     SECTION 26. ASSIGNMENT AND SUBLETTING.

     (a) Without the prior written consent of Lessor, Lessee may not assign this
Agreement or any of Lessee's rights under this Agreement in whole or in part, or
sublease or grant concessions or licenses or other rights for the occupancy or
use of all or any portion of any Site; provided, that, subject to any required
consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may
lease, sublease, license or otherwise make available Available Space to Tower
Subtenant for the purpose of the installation, operation and maintenance of
Communications Equipment as contemplated by, and subject to the applicable terms
and provisions of, this Agreement (and in such event Lessee will not be released
from, and will remain fully and completely liable for, payment and performance
of all of its duties, obligations and liabilities under this Agreement); (ii)
Lessee may (A) assign this Agreement in whole or in part to any Qualifying
Lessee Transferee or (B) assign all or any portion of its rights with respect to
a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as
contemplated by Section 41; provided that in the case of the transactions
described in clauses (A) and (B) immediately above the assignee of Lessee must
assume and agree to perform all of Lessee's obligations hereunder to the extent
of such assignment. In the case of an assignment of this Agreement in connection
with any transaction described in clause (B) above (other than an assignment to
a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and
after execution of a Severance Lease, Lessee shall be released from all
obligations with respect to the Sites that are leased or pre-leased under such
Severance Lease), Lessee will not be released from, and will remain fully and
completely liable for payment and performance of, all its duties, obligations
and liabilities under this Agreement. Upon any assignment permitted above to a
Qualifying Lessee Transferee, the obligations of Lessee under this Agreement
with respect to the Sites that are the subject of the assignment will cease and
terminate to the extent of such assignment, and Lessor and Sprint Collocator
will look only and solely to the Person that is the Qualifying Lessee Transferee
of Lessee's interest under this Agreement as to such Sites for performance of
all of Lessee's duties and obligations under this Agreement with respect to such
Sites from and after the date of the assignment. Notwithstanding the foregoing,
Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the
Lessee Lender with respect thereto will have the right to exercise remedies
under any such Mortgage in a manner consistent with the provisions of this
Agreement and any other agreement between Lessee, Lessor and Sprint Collocator
made in connection with this transaction.

     (b) Except as expressly permitted under this Section 26(b), Sprint
Collocator may not assign sell, convey, transfer, sublease or otherwise dispose
of this Agreement or any of its rights under this Agreement in whole or in part,
or sublease or grant concessions or licenses or other rights for the occupancy
or use of all or any portion of any Site without the consent of Lessee. Sprint
Collocator, only in the aggregate, may sell, convey, transfer, assign, sublease,
or otherwise dispose of their interests in the Sprint Collocation Space as a
whole, not in part, without the consent of Lessee, to a successor Person by way
of merger, consolidation, or other reorganization or to any Person acquiring
substantially all of the assets of Sprint Collocator and


                                       59



which Person is a wireless communications end user who intends to use
substantially all of the Sprint Collocation Space for its own wireless
communications business. In addition, Sprint Collocator will have the
unrestricted right during the Term to sell, convey, transfer, assign, sublease
or otherwise dispose of Sprint Collocator's interest in and to the Sprint
Collocation Space at any Site, in whole or in part, without the consent of
Lessee to (i) any Affiliate, or (ii) such Person who is (A) not, and none of
whose Affiliates are, a Lessee Competitor, and (B) is a wireless communication
end user in any geographic market in which Sprint Collocator has ceased to
operate or will cease to operate after the consummation of transaction that is
the subject of the assignment and subletting (collectively, a "SPRINT MARKET
ASSIGNEE"), who intends to use such Site solely for its own wireless
communications business, provided that such Sprint Market Assignee enters into a
master collocation agreement with Lessee, in the form of the then most recent
master collocations agreement between Lessee (or its Affiliates) and the Sprint
Market Assignee (or its Affiliates), or if none exists, in the form of the most
recent master collocation agreement between Global Parent (or its Affiliates)
and Sprint, or if none exists, a then market standard collocation agreement,
except that the term and Withdrawal Rights of the Sprint Market Assignee shall
reflect the term and Withdrawal Rights then applicable to the Sites that are the
subject of such assignment (and the rent shall be described in the next
following sentence), and the Sprint Market Assignee shall have no further rights
hereunder and, upon such assignment, Sprint Collocator shall vacate such Site,
and upon vacating such Site and removing the Sprint Communications Equipment
from same and restoring the Sprint Collocation Space to the condition required
by this Agreement, Sprint Collocator shall be relieved of its obligations to pay
the Sprint Collocation Charge with respect to such Site (each such transaction
described in the foregoing provisions of this Section 26(b) being a "SPRINT
TRANSFER"). If, pursuant to any assignment, sublease, conveyance, transfer or
other disposition permitted by this Agreement to a Sprint Market Assignee,
Sprint Collocator is no longer the tenant of Sprint Collocation Space, the
applicable Sprint Collocation Charge payable shall be an amount equal to the
product of (x) the then current Sprint Collocation Charge and (y) 1.25 and the
foregoing shall thereafter be subject to annual adjustment as provided for in
Section 11(b). If Sprint Collocator effects a Sprint Transfer, then, in the case
of a Sprint Transfer to a Qualifying Sprint Transferee, the obligations of
Sprint Collocator with respect to the portion of the Sprint Collocation Space
that is the subject of the Sprint Transfer will cease and terminate, and Lessee
will look only and solely to the Person that is the Qualifying Transferee of
Sprint Collocator's interest in and to such portion of the Sprint Collocation
Space for performance of all of the duties and obligations of Sprint Collocator
under this Agreement with respect to such Sprint Collocation Space from and
after the date of the Sprint Transfer. Otherwise, in the event of any Sprint
Transfer, Sprint Collocator shall remain liable under this Agreement for the
performance of Sprint Collocator's duties and obligations hereunder as to such
applicable Sprint Collocation Space that is the subject of the Sprint Transfer.

     (c) Subject to Section 26 and Section 36, neither Lessor nor any Sprint
Additional Party shall, or shall permit any Affiliate thereof to sell, convey,
transfer, assign, sublease, encumber, mortgage or otherwise hypothecate or
dispose of its interest in and to any Site, or grant concessions or licenses or
other rights for the occupancy or use of all or any portion of any Site, during
the Term.


                                       60



     (d) Each Party hereby agrees that any attempt of any Party to assign its
interest in this Agreement or any of its rights under this Agreement, in whole
or in part, in violation of this Section 26 will constitute a default under this
Agreement and will be null and void ab initio.

     SECTION 27. ESTOPPEL CERTIFICATE.

     Each Party, from time to time upon thirty (30) days' prior request by any
other Party, will execute, acknowledge and deliver to the requesting Party, or
to a Person designated by such requesting Party, a certificate stating that this
Agreement is unmodified and in full effect (or, if there have been
modifications, that this Agreement is in full effect as modified, and setting
forth such modifications) and the dates to which Rent, Pre-Lease Rent, Sprint
Collocation Charges and other sums payable under this Agreement have been paid,
and either stating that to the knowledge of the signer of such certificate no
default exists under this Agreement or specifying each such default of which the
signer has knowledge. The requesting Party, at such Party's cost and expense,
will cause such certificate to be prepared for execution by the requested Party.
Any such certificate may be relied upon by any prospective Mortgagee or
purchaser of any portion of a Site.

     SECTION 28. HOLDING OVER.

     (a) If Lessee remains in possession of the Leased Property of any Master
Lease Site after expiration or termination of the Term as to such Master Lease
Site without any express written agreement by Lessor, then Lessee will be and
become a tenant at sufferance, and there will be no renewal or extension of the
Term as to such Master Lease Site by operation of Law.

     (b) If during the Term of this Agreement Sprint Collocator remains in
possession of the Sprint Collocation Space of any Site after expiration or
termination of Sprint Collocator's leaseback of or other right to use and occupy
the Sprint Collocation Space at such Site without any express written agreement
by Lessee, then Sprint Collocator will be a month-to-month tenant with the
monthly Sprint Collocation Charge equal to one hundred fifty percent (150%) of
the monthly Sprint Collocation Charge last applicable to the Sprint Collocation
Space and subject to all of the other terms set forth in this Agreement, and
there will be no renewal or extension of this Agreement as to the lease of the
Sprint Collocation Space by operation of Law.

     SECTION 29. RIGHTS OF ENTRY AND INSPECTION.

     (a) Lessor and Sprint Collocator and their respective representatives,
agents and employees, at such Person's sole cost and expense, will be entitled
to enter any portion of any Site at all reasonable times and with advance notice
in accordance with and to the extent required under Section 6(a) for the
purposes of inspecting such Site, making any repairs or replacements or
performing any maintenance, and performing any work on the Site, to the extent
required or permitted by this Agreement. Nothing in this Section 29 will imply
or impose any duty or obligation upon Lessor or Sprint Collocator to enter upon
any Site at any time for any purpose, or to inspect any Site at any time, or to
perform, or pay the cost of, any work which Lessee is required to perform under
any provision of this Agreement, and neither Lessor nor Sprint Collocator has
any such duty or obligation.


                                       61



     (b) Sprint Collocator will permit Lessee and Lessee's representatives to
inspect Sprint's Communications Equipment located on the Tower in accordance
with industry standard practices to ascertain compliance with the provisions of
this Agreement. Except in the event of an Emergency only, and only for the
purposed of making repairs or replacements to address such Emergency, Lessee
shall not be entitled to have access to or inspect any other of Sprint's
Communications Equipment. Nothing in this Section 29 will imply or impose any
duty or obligation upon Lessee to enter upon any Site at any time for any
purpose, or to inspect the Leased Property at any time, or to perform, or pay
the cost of, any work which Sprint Collocator or its Affiliates is required to
perform under any provision of this Agreement, and Lessee has no such duty or
obligation. Sprint Collocator agrees to indemnify and hold the Lessee
Indemnitees harmless from and against and in respect of any and all Claims,
paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner
arising out of, by reason of, or in connection with any entry onto any Site by
Sprint Collocator or any of its Affiliates, employees, agents, contractors,
subcontractors, engineers, agents, advisors, consultants or representatives.

     SECTION 30. RIGHT TO ACT FOR LESSEE.

     (a) In addition to and not in limitation of any other remedy Lessor or
Sprint Collocator may have under this Agreement, if Lessee fails to make any
payment or to take any other action (or to cause any Tower Subtenant to take any
action) when and as required under this Agreement, subject to the following
sentence, Lessor or Sprint Collocator may, without demand upon Lessee and
without waiving or releasing Lessee from any duty, obligation or liability under
this Agreement, make any such payment or take any such other action required of
Lessee. Unless Lessee's failure results in or relates to an Emergency, Lessor or
Sprint Collocator, as applicable, will give Lessee at least ten (10) days prior
written notice of Lessor's or Sprint Collocator's intended action and Lessee
will have the right to cure such failure within such ten (10) day period unless
the same is not able to be remedied in such ten (10) day period, in which event
such ten (10) day period will be extended, provided Lessee has commenced such
cure within such ten (10) day period and continuously prosecutes the performance
of the same to completion with due diligence. No notice will be required in the
event of an Emergency. The actions which Lessor or Sprint Collocator may take
will include, but are not limited to, the performance of maintenance or repairs
and the making of replacements to the Towers and Improvements on each Site (and
Lessor or Sprint Collocator, as applicable, will have full access to the Sites
for such purpose), the payment of insurance premiums which Lessee is required to
pay under this Agreement, the payment of Ground Rent which Lessee is required to
pay under the Ground Leases and the payment of Taxes which Lessee is required to
pay under this Agreement. Lessor or Sprint Collocator may pay all incidental
costs and expenses incurred in exercising its rights under this Agreement,
including, without limitation, reasonable attorneys' fees and expenses,
penalties, re-instatement fees, late charges, and interest. An amount equal to
one hundred twenty percent (120%) of the total amount of the costs and expenses
(including salaries and benefits of employees) incurred by Lessor or Sprint
Collocator in accordance with this Section 30 is referred to as the
"REIMBURSABLE MAINTENANCE EXPENSES", and will be due and payable by Lessee upon
demand and bear interest at the rate of twelve percent (12%) per annum from the
date five (5) days after demand until paid by Lessee.

     (b) For purposes of this Section 30, the term "EMERGENCY" means any event
that causes, has caused or is likely to cause: (i) any bodily injury, personal
injury or property damage;


                                       62



(ii) the immediate suspension, revocation, termination or any other adverse
effect as to any licenses and/or permits; or (iii) any material adverse effect
on the ability of Sprint Collocator or its Affiliates, or any Tower Subtenants,
to operate Communications Equipment; or (iv) any failure of any Site to comply
in any material respect with applicable FCC or FAA regulations or other
licensing requirements.

     SECTION 31. DEFAULTS AND REMEDIES.

     (a) The following events constitute events of default by Lessor or any
Sprint Additional Party:

          (i) if Lessor or any Sprint Additional Party (or any Affiliate
     thereof) fails to perform any obligation under any Ground Lease (other than
     any obligation assumed by Lessee hereunder) that results in a default or
     breach under such Ground Lease and such failure continues (x) for more ten
     (10) days, or (y) if the cure period under such Ground Lease for such
     default or breach (A) is less than ten (10) days, such lesser period of
     time or, (B) is greater than ten (10) days, such greater period of time, in
     each case after written notice from Lessee;

          (ii) if Lessor or any Sprint Additional Party (or any Affiliate
     thereof) violates or breaches, or fails to observe, keep, satisfy, perform
     and comply with, any material agreement, term, covenant, condition,
     requirement, restriction or provision of this Agreement in respect of any
     Site, and (x) Lessor or such Sprint Additional Party or Affiliate thereof
     (as applicable) does not cure such violation, breach or failure within
     thirty (30) days after Lessee gives Lessor written notice of such
     violation, breach or failure (or such lesser period provided herein), or
     (y) such violation, breach or failure (which is not a failure to pay money)
     is incapable of being cured within thirty (30) days, and Lessor or such
     Sprint Additional Party or Affiliate thereof (as applicable) does not
     commence to cure such violation, breach or failure within such thirty (30)
     day period and continuously prosecute the performance of the same to
     completion with due diligence, provided, if any such default causes Lessee
     to be in default under any Collocation Agreement existing prior to the
     Effective Date, the thirty (30) day periods referenced above in this
     Section 31(a)(ii) shall be reduced to such lesser time period as Lessee
     notifies Lessor in writing that Lessee has to comply under such Collocation
     Agreement;

          (iii) if Lessor or any Sprint Additional Party, or any Affiliate
     thereof that is the tenant under a Ground Lease for a Non-Contributable
     Site, becomes insolvent or makes an assignment for the benefit of
     creditors; or if any action is brought by Lessor seeking its dissolution or
     liquidation of its assets or seeking the appointment of a trustee, interim
     trustee, receiver or other custodian for any of its property; or if Lessor
     or any Sprint Additional Party, or any Affiliate thereof that is the tenant
     under a Ground Lease for a Non-Contributable Site, commences a voluntary
     proceeding under the Federal Bankruptcy Code; or if any action or petition
     is otherwise brought by Lessor seeking similar relief or alleging that it
     is insolvent or unable to pay its debts as they mature; or if any action is
     brought against Lessor seeking its dissolution or liquidation of any of its
     assets, or seeking the appointment of a trustee, interim trustee, receiver
     or other custodian for any of its property, and any such action is
     consented to or acquiesced in by Lessor or


                                       63



     any Sprint Additional Party, or any Affiliate thereof that is the tenant
     under a Ground Lease for a Non-Contributable Site, or is not dismissed
     within ninety (90) days after the date upon which it was instituted; or if
     any proceeding under the Federal Bankruptcy Code is instituted against
     Lessor or any Sprint Additional Party, or any Affiliate thereof that is the
     tenant under a Ground Lease for a Non-Contributable Site, and (A) an order
     for relief is entered in such proceeding, or (B) such proceeding is
     consented to or acquiesced in by Lessor or any Sprint Additional Party, or
     any Affiliate thereof that is the tenant under a Ground Lease for a
     Non-Contributable Site, or is not dismissed within ninety (90) days after
     the date upon which it was instituted; or if any action or petition is
     otherwise brought against Lessor seeking similar relief or alleging that it
     is insolvent, unable to pay its debts as they mature or generally not
     paying its debts as they become due, and such action or petition is
     consented to or acquiesced in by Lessor or any Sprint Additional Party, or
     any Affiliate thereof that is the tenant under a Ground Lease for a
     Non-Contributable Site, or is not dismissed within ninety (90) days after
     the date upon which it was brought;

          (iv) if the lease or pre-lease of any Site to Lessee is rejected under
     Section 365 of the Federal Bankruptcy Code;

          (v) the occurrence of any "event of default" by any Additional Master
     Lease Lessor or Additional Master Lease Sprint Additional Party under any
     Cross-Defaulted Master Lease and Sublease will be deemed a separate breach
     hereof and an "event of default" hereunder.

     (b) Upon the occurrence of any event of default by any Sprint Additional
Party or any Affiliate thereof under Sections 31(a)(iii) or 31(a)(iv) or an
event of default under Section 31(a)(v) (provided, solely with respect to an
event of default under Section 31(a)(v), such event of default relates to an
"event of default" by an Additional Master Lease Sprint Additional Party or any
Affiliate thereof under Sections 31(a)(iii) or 31(a)(iv) of a Cross-Defaulted
Master Lease and Sublease), Lessee may terminate Sprint Collocator's rights with
respect to the leaseback or other use and occupancy of the Sprint Collocation
Space at any or all Sites, by giving Sprint Collocator written notice of
termination, and Sprint Collocator's rights with respect to the leaseback or
other use and occupancy of the Sprint Collocation Space at the affected Site(s)
will be terminated thirty (30) days after Sprint Collocator's receipt of such
termination notice, provided, however, this Agreement shall otherwise remain in
full force and effect. Upon the occurrence of any event of default by Lessor or
any Sprint Additional Party or Affiliate thereof under Section 31(a)(i) or
31(a)(ii) in respect of any Site, Lessee may terminate, at its election, Sprint
Collocator's (or its Affiliates) rights with respect to the leaseback or other
use and occupancy of the Sprint Collocation Space at the affected Site, by
giving Sprint Collocator written notice of termination of Sprint Collocator's
(or its Affiliates') rights with respect to the leaseback or other use and
occupancy of the Sprint Collocation Space at the affected Site, and this
Agreement will be terminated as to Sprint Collocator's (or its Affiliates')
rights with respect to Collocation Space at the affected Site thirty (30) days
after Sprint Collocator 's receipt of such termination notice, provided,
however, this Agreement shall otherwise remain in full force and effect.
Additionally, upon the occurrence of events of default not cured during the
applicable time period for curing same (whether of the same or different types)
by any of Lessor, any Sprint Additional Party or any Affiliate thereof under
Section 31(a) and/or by any Additional Master


                                       64



Lease Lessors or Additional Master Lease Sprint Additional Parties or Affiliate
thereof under Section 31(a) of any Cross-Defaulted Master Lease and Sublease,
which defaults hereunder and thereunder are in respect of more than twenty
percent (20%) of the Cross-Defaulted Sites, in the aggregate, during any
consecutive five (5) year period, which (i) results in material harm to the
business and operations of Lessee and the Additional Master Lease Lessees, as a
collective whole, and subject to arbitration under Section 31(h) and Section
31(h) of the other Cross-Defaulted Master Leases and Subleases, as applicable
(it being understood if a right of arbitration is exercised with respect to
whether an "event of default" has occurred under any Cross-Defaulted Master
Lease and Sublease as to any particular "event of default" declared under such
Cross-Defaulted Master Lease and Sublease, such right may not be exercised a
second time hereunder as a result of the fact that such "event of default" is
also an event of default under Section 31(a)(v)), as to any dispute as to
whether any event of default has occurred and is continuing, and (ii) such
default is not the result of any default of Lessee hereunder and/or a default of
an Additional Master Lease Lessee under any other Cross-Defaulted Master Lease
and Sublease or the occurrence of one or more force majeure events, Lessee shall
have the right to (x) purchase all of the Sites and the other Cross-Defaulted
Sites for an aggregate purchase price of $100 by giving Lessor written notice of
its exercise of such purchase option (which notice shall contain a reasonably
specific description of each of such events of default), and such option shall
be exercised pursuant to the provisions of Section 36, mutatis mutandis, and
Section 36 of the Cross Defaulted Master Leases and Subleases, mutatis mutandis,
except that the Option Purchase Price shall be $100 in the aggregate hereunder
and under the Cross-Defaulted Master Lease and Sublease and/or (y) terminate
Sprint Collocator's rights with respect to the leaseback or other use and
occupancy of the Sprint Collocation Space at any or all Sites. Notwithstanding
anything to the contrary contained herein, if Lessor disputes that it is in
default hereunder, and Lessor is determined to be in default pursuant to Section
31(h), if Lessor, within twenty (20) days following a determination that it is
in default under Section 31(h), commences cure of such default and diligently
completes same, an event of default with respect to Lessor shall not be deemed
to have occurred (it being understood that if the underlying "event of default"
occurred under another Cross-Defaulted Master Lease and Sublease, any cure
period shall run and cure right shall only be exercisable under and in
accordance with such Cross-Defaulted Master Lease and Sublease (and not
hereunder)). Any termination by Lessee of Sprint Collocator's rights with
respect to any or all Sites pursuant to this Section 31(b) shall not diminish or
limit any obligation of Sprint Collocator to pay the Sprint Collocation Charge
provided for herein or any other amounts with respect to such Site(s).

     (c) The following events constitute events of default by Sprint Collocator:

          (i) if Sprint Collocator fails to timely pay any portion of the Sprint
     Collocation Charge, and any such failure continues for ten (10) days after
     written notice from Lessee (it being understood the aggregate Sprint
     Collocation Charge is a single non-severable payment with respect to all of
     the Sites);

          (ii) if Sprint Collocator fails to timely pay any other amount payable
     under hereunder not constituting a portion of the Sprint Collocation
     Charge, and such failure continues for ten (10) days after written notice
     from Lessee;


                                       65



          (iii) if Sprint Collocator violates or breaches, or fails to observe,
     keep, satisfy, perform and comply with, any material agreement, term,
     covenant, condition, requirement, restriction or provision of this
     Agreement in respect of any Site, and (x) Sprint Collocator does not cure
     such violation, breach or failure within thirty (30) days after Lessee
     gives Sprint Collocator written notice of such violation, breach or
     failure, or (y) such violation, breach or failure (which is not a failure
     to pay money) is incapable of being cured within thirty (30) days, and
     Sprint Collocator does not commence to cure such violation, breach or
     failure within such thirty (30) day period and continuously prosecute the
     performance of the same to completion with due diligence;

          (iv) if Sprint Collocator becomes insolvent or makes an assignment for
     the benefit of creditors; or if any action is brought by Sprint Collocator
     seeking its dissolution or liquidation of its assets or seeking the
     appointment of a trustee, interim trustee, receiver or other custodian for
     any of its property; or if Sprint Collocator commences a voluntary
     proceeding under the Federal Bankruptcy Code; or if any action or petition
     is otherwise brought by Sprint Collocator seeking similar relief or
     alleging that it is insolvent or unable to pay its debts as they mature; or
     if any action is brought against Sprint Collocator seeking its dissolution
     or liquidation of any of its assets, or seeking the appointment of a
     trustee, interim trustee, receiver or other custodian for any of its
     property, and any such action is consented to or acquiesced in by Sprint
     Collocator or is not dismissed within ninety (90) days after the date upon
     which it was instituted; or if any proceeding under the Federal Bankruptcy
     Code is instituted against Sprint Collocator and (A) an order for relief is
     entered in such proceeding, or (B) such proceeding is consented to or
     acquiesced in by Sprint Collocator or is not dismissed within ninety (90)
     days after the date upon which it was instituted; or if any action or
     petition is otherwise brought against Sprint Collocator seeking similar
     relief or alleging that it is insolvent, unable to pay its debts as they
     mature or generally not paying its debts as they become due, and such
     action or petition is consented to or acquiesced in by Sprint Collocator or
     is not dismissed within ninety (90) days after the date upon which it was
     brought;

          (v) if Sprint Collocator rejects its rights to sublease or right to
     use any Site under Section 365 of the Bankruptcy Code; or

          (vi) the occurrence of any "event of default" by any Additional Master
     Lease Sprint Collocator under any Cross-Defaulted Master Lease and Sublease
     will be deemed a separate breach hereof and an "event of default"
     hereunder.

     (d) Upon the occurrence of any event of default by Sprint Collocator under
Sections 31(c)(i), 31(c)(iv) or 31(c)(v) or an event of default under Section
31(c)(vi) (provided, solely with respect to an event of default under Section
31(c)(vi), such event of default relates to an "event of default" by an
Additional Master Lease Sprint Collocator under Sections 31(c)(i), 31(c)(iv) or
31(c)(v) of a Cross-Defaulted Master Lease and Sublease), Lessee may terminate
this Agreement as to the leaseback or other use and occupancy of the Sprint
Collocation Space at any or all Sites leased, used or occupied by Sprint
Collocator by giving Sprint Collocator written notice of termination, and this
Agreement will be terminated as to such Sites thirty (30) days after Sprint
Collocator's receipt of such termination notice; provided, however that no such
notice of termination given as a result of a failure set forth in Section
31(c)(i) shall be effective


                                       66



unless and until such failure continues for an additional ten (10) Business Day
period after Lessee has given Sprint Collocator an additional written notice of
such failure which contains the following statement in capital letters and bold
face type: "THIS NOTICE CONSTITUTES THE FINAL NOTICE OF NON-PAYMENT AND IF YOU
FAIL TO PAY ALL OUTSTANDING AMOUNTS WITHIN TEN (10) BUSINESS DAYS AFTER THIS
NOTICE, YOUR RIGHTS UNDER THE MASTER LEASE AND SUBLEASE AGREEMENT MAY BE
TERMINATED." Upon the occurrence of any event of default by Sprint Collocator
under Section 31(c)(ii) as to the Sprint Collocation Space of a Site, Lessee may
terminate, at its election, this Agreement as to the applicable Site or Sprint
Collocator's leaseback or other use and occupancy of the Sprint Collocation
Space at such Site at any time prior to the ninetieth (90) day after the
occurrence of such event of default by giving Sprint Collocator written notice
of termination, and this Agreement will be terminated as to the applicable Site
or as to the applicable Sprint Collocation Space, as applicable, thirty (30)
days after Sprint Collocator's receipt of such termination notice. Additionally,
upon the occurrence of events of default not cured during the applicable time
period for curing same (whether of the same or different types) by Sprint
Collocator under Section 31(c) and/or by any Additional Master Lease Sprint
Collocators under Section 31(c) of any Cross-Defaulted Master Lease and
Sublease, which defaults hereunder and thereunder are in respect of more than
twenty percent (20%) of the Cross-Defaulted Sites, in the aggregate, during any
consecutive five (5) year period, which (i) results in material harm to the
business and operations of Lessee, and the Additional Master Lease Lessees, as a
collective whole, and subject to arbitration under Section 31(h) and Section
31(h) of the other Cross-Defaulted Master Leases and Subleases, as applicable
(it being understood if a right of arbitration is exercised with respect to
whether an "event of default" has occurred under any Cross-Defaulted Master
Lease and Sublease as to any particular "event of default" declared under such
Cross-Defaulted Master Lease and Sublease, such right may not be exercised a
second time hereunder as a result of the fact that such "event of default" is
also an event of default under Section 31(c)(vi)), as to any dispute as to
whether any event of default has occurred and is continuing, and (ii) such
default is not the result of any default of Lessee hereunder and/or a default of
an Additional Master Lease Lessee under any other Cross-Defaulted Master Lease
and Sublease or the occurrence of one or more force majeure events, Lessee shall
have the right to (x) purchase all of the Sites and the other Cross-Defaulted
Sites for an aggregate purchase price of $100 by giving Lessor written notice of
its exercise of such purchase option (which notice shall contain a reasonably
specific description of each of such events of default), and such option shall
be exercised pursuant to the provisions of Section 36, mutatis mutandis, and
Section 36 of the Cross Defaulted Master Leases and Subleases, mutatis mutandis,
except that the Option Purchase Price shall be $100 in the aggregate hereunder
and under the Cross-Defaulted Master Lease and Sublease and/or (y) terminate
Sprint Collocator's rights with respect to the leaseback or other use and
occupancy of the Sprint Collocation Space at any or all Sites. Notwithstanding
anything to the contrary contained herein, if Sprint Collocator disputes that it
is in default hereunder, and Sprint Collocator is determined to be in default
pursuant to Section 31(h), if Sprint Collocator, within twenty (20) days
following a determination that it is in default under Section 31(h), commences
cure of such default and diligently completes same, an event of default with
respect to Sprint Collocator shall not be deemed to have occurred (it being
understood that if the underlying "event of default" occurred under another
Cross-Defaulted Master Lease and Sublease, any cure period shall run and cure
right shall only be exercisable under and in accordance with such
Cross-Defaulted Master Lease and Sublease (and not hereunder)).


                                       67



     (e) The following events constitute events of default by Lessee:

          (i) (A) if Lessee fails to timely pay Ground Rent as provided in
     Section 4(a) or otherwise fails to perform any obligation assumed by Lessee
     hereunder under any Ground Lease as provided in Section 4(a) and such
     failure continues for more than (x) ten (10) days, or (y) if the cure
     period under the Ground Lease is (I) less than ten (10) days, such lesser
     period of time or (II) is greater than ten (10) days, such greater period
     of time, in each case after written notice from Lessor or the applicable
     Sprint Additional Party, or (B) if Lessee otherwise fails to make payment
     of any amount due under this Agreement and such failure continues for more
     than ten (10) days after written notice from Lessor (provided, the
     foregoing shall not be a default if Lessee is in a good faith dispute under
     a Ground Lease, and the Ground Lessor thereunder may not exercise any right
     to terminate the Ground Lease during the pendancy of such dispute);

          (ii) if Lessee violates or breaches, or fails to fully and completely
     observe, keep, satisfy, perform and comply with, any material term,
     covenant, condition, requirement, restriction or provision of this
     Agreement with respect to any Site, and does not cure such violation,
     breach or failure within thirty (30) days after Lessor or Sprint Collocator
     gives Lessee written notice of such failure, or, if such failure (which is
     not a failure to pay money) can be cured, but not within thirty (30) days,
     and Lessee does not commence to cure such failure within such thirty (30)
     day period and continuously prosecute the performance of the same to
     completion with due diligence;

          (iii) if Lessee becomes insolvent or makes an assignment for the
     benefit of creditors; or if any action is brought by Lessee seeking its
     dissolution or liquidation of its assets or seeking the appointment of a
     trustee, interim trustee, receiver or other custodian for any of its
     property; or if Lessee commences a voluntary proceeding under the Federal
     Bankruptcy Code; or if any action or petition is otherwise brought by
     Lessee seeking similar relief or alleging that it is insolvent or unable to
     pay its debts as they mature; or if any action is brought against Lessee
     seeking its dissolution or liquidation of any of its assets, or seeking the
     appointment of a trustee, interim trustee, receiver or other custodian for
     any of its property, and any such action is consented to or acquiesced in
     by Lessee or is not dismissed within ninety (90) days after the date upon
     which it was instituted; or if any proceeding under the Federal Bankruptcy
     Code is instituted against Lessee and (A) an order for relief is entered in
     such proceeding, or (B) such proceeding is consented to or acquiesced in by
     Lessee or is not dismissed within ninety (90) days after the date upon
     which it was instituted; or if any action or petition is otherwise brought
     against Lessee seeking similar relief or alleging that it is insolvent,
     unable to pay its debts as they mature or generally not paying its debts as
     they become due, and such action or petition is consented to or acquiesced
     in by Lessee or is not dismissed within thirty (30) days after the date
     upon which it was brought;

          (iv) If the leaseback to Sprint Collocator or other right by Sprint
     Collocator to use and occupy the Sprint Collocation Space is rejected by
     Lessee under Section 365 of the Federal Bankruptcy Code; or


                                       68



          (v) The occurrence of any "event of default" by any Additional Master
     Lease Lessee under any Cross-Defaulted Master Lease and Sublease will be
     deemed a separate breach hereof and an "event of default" hereunder.

     (f) Upon the occurrence of any event of default by Lessee under Section
31(e) in respect of any Site (or if Lessor or any applicable Sprint Additional
Party elects to terminate this Agreement in respect of any Site pursuant to
Section 12(c)), Lessor or any applicable Sprint Additional Party may terminate
this Agreement as to the applicable Site by giving Lessee written notice of
termination, and this Agreement will be terminated as to such Site, at the time
designated by Lessor or Sprint Collocator, as applicable, in its notice of
termination to Lessee, unless otherwise provided herein. Upon (i) the occurrence
of events of default not cured during the applicable time period for curing same
(whether of the same or different types), by Lessee under Section 31(e) and/or
by any Additional Master Lease Lessee under Section 31(e) of any Cross-Defaulted
Master Lease and Sublease, which defaults hereunder and thereunder are in
respect of more than twenty percent (20%) of the Cross-Defaulted Sites, in the
aggregate, during any consecutive five (5) year period, which (A) results in
material harm to the business and operations of Lessor, Sprint Collocator, the
Additional Master Lease Lessors and Additional Master Lease Collocators, as a
collective whole, and subject to arbitration under Section 31(h) and Section
31(h) of the other Cross-Defaulted Master Leases and Subleases, as applicable
(it being understood if a right of arbitration is exercised with respect to
whether an "event of default" has occurred under any Cross-Defaulted Master
Lease and Sublease as to any particular "event of default" declared under such
Cross-Defaulted Master Lease and Sublease, such right may not be exercised a
second time hereunder as a result of the fact that such "event of default" is
also an event of default under Section 31(e)(v)), and, (B) such default is not
the result of any default of Lessor or Sprint Collocator hereunder and/or a
default of an Additional Master Lease Lessor or Additional Master Lease
Collocator or the occurrence of one or more force majeure events, and (ii)
failure of Guarantor after reasonable advance notice from Lessor to perform its
payment obligations under Section 42 with respect to such event of default,
Lessor or Sprint Collocator may terminate this Agreement as to all Sites, by
giving Lessee written notice of termination (which notice shall contain a
reasonably specific description of each of such events of default), and this
Agreement will be terminated as to all Sites at the time designated by Lessor or
Sprint Collocator in its notice of termination to Lessee. Notwithstanding
anything to the contrary contained herein, if Lessee disputes that it is in
default hereunder, and Lessee is determined to be in default pursuant to Section
31(h), if Lessee (or Guarantor), within twenty (20) days following a
determination that it is in default under Section 31(h), commences cure of such
default and diligently completes same, an event of default with respect to
Lessor shall not be deemed to have occurred (it being understood that if the
underlying "event of default" occurred under another Cross-Defaulted Master
Lease and Sublease, any cure period shall run and cure right shall be
exercisable only under such Cross-Defaulted Master Lease and Sublease (and not
hereunder)).

     (g) Lessor, Sprint Collocator or Lessee, as applicable, may pursue any
remedy or remedies provided in this Agreement or any remedy or remedies provided
for or allowed by law or in equity, separately or concurrently or in any
combination, including, without limitation, (i) specific performance or other
equitable remedies; or (ii) money damages arising out of such default; or (iii)
in the case of Lessee's default, Lessor or Sprint Collocator may perform, on
behalf of Lessee, Lessee's obligations under the terms of this Agreement
pursuant to Section 31.


                                       69



Any exercise of remedies under any Cross-Defaulted Master Lease and Sublease
shall not limit or prevent the exercise of remedies hereunder.

     (h) Notwithstanding anything in this Agreement to the contrary, if (i) any
Party receives any notice of a default under this Agreement or (ii) Lessor, or
any Sprint Additional Party or Sprint Collocator gives Lessee a notice of
termination pursuant to Section 31(f), or (iii) Lessee gives Lessor or any
Sprint Additional Party a notice of termination under Section 31(b) or Section
31(d) (as applicable) the Party receiving any such notice shall have the right,
within ten (10) days after receipt of such notice (the "DECISION PERIOD"), to
initiate arbitration proceedings to determine the existence of any such default
or termination right. To the extent any such notices are also delivered at or
about the same time under other Cross-Defaulted Master Leases and Subleases, any
arbitration hereunder and under the other Cross-Defaulted Master Leases and
Subleases shall be one consolidated arbitration conducted by the same
arbitrators. Such arbitration proceedings will be initiated with three Qualified
Arbitrators, with one selected by each of Lessor and Lessee and the third
mutually selected by the Parties, each Party acting reasonably, and if the
Parties cannot agree the third arbitrator shall, selected by the two other
arbitrators. The arbitration will be held in Chicago, Illinois or such other
location as is mutually agreeable to the Parties. All arbitrations will be
governed by the applicable commercial rules of the American Arbitration
Association ("AAA") for accelerated arbitration proceedings. The arbitrators
will prepare in writing, and provide to the Parties, such arbitrators'
determination, including factual findings and the reasons on which the
determination was based. The decision of a majority of the arbitrators will be
final, binding and conclusive and will not be subject to review or appeal and
may be enforced in any court having jurisdiction over the Parties. During the
Decision Period and thereafter, if a Party elects to initiate arbitration
proceeding under this Section 31(h), until the conclusion of the arbitration
proceedings and the rendering of the decision of the arbitrators, any right or
remedy provided under this Agreement to the Party alleging the default or
termination right may not be exercised. "QUALIFIED ARBITRATOR" shall mean a
person with at least ten years experience in the commercial real estate
business, including experience with cellular tower assets.

     (i) A Party's pursuit of any one or more of the remedies provided in this
Agreement will not constitute an election of remedies excluding the election of
another remedy or other remedies, or a forfeiture or waiver of any amounts
payable under this Agreement as to the applicable Site by such Party or waiver
of any relief or damages or other sums accruing to such Party by reason of the
other Party's failure to fully and completely keep, observe, perform, satisfy
and comply with all of the agreements, terms, covenants, conditions,
requirements, provisions and restrictions of this Agreement. Notwithstanding
anything to the contrary contained in this Agreement, neither Party will be
liable to the other Party for indirect, incidental, special or consequential
damages, including but not limited to lost profits, however arising, even if a
Party has been advised of the possibility of such damages.

     (j) Either Party's forbearance in pursuing or exercising one or more of its
remedies will not be deemed or construed to constitute a waiver of any event of
default or of any remedy. No waiver by either Party of any right or remedy on
one occasion will be construed as a waiver of that right or remedy on any
subsequent occasion or as a waiver of any other right or remedy then or
thereafter existing. No failure of either Party to pursue or exercise any of its
powers, rights or remedies or to insist upon strict and exact compliance by the
other Party with any


                                       70



agreement, term, covenant, condition, requirement, provision or restriction of
this Agreement, and no custom or practice at variance with the terms of this
Agreement, will constitute a waiver by either Party of the right to demand
strict and exact compliance with the terms and conditions of this Agreement.
Except as otherwise provide herein, any termination of this Agreement pursuant
to Sections 31(b), 31(d) or 31(f), or partial termination of a Parties' rights
hereunder, shall not terminate or diminish any Parties' rights with respect to
the obligations that were to be performed on or before the date of such
termination.

     SECTION 32. QUIET ENJOYMENT.

     Lessee will, subject to the terms and conditions of this Agreement,
peaceably and quietly hold and enjoy the Leased Property of each Master Lease
Site and shall have the right provided herein to operate each Pre-Lease Site
during the Term thereof without hindrance or interruption from Lessor, any Party
comprising Sprint or any other Sprint Group Member.

     SECTION 33. NO MERGER.

     There will be no merger of this Agreement or any subleasehold interest or
estate created by this Agreement in any Site with any superior estate held by a
Party by reason of the fact that the same Person may acquire, own or hold,
directly or indirectly, both the subleasehold interest or estate created by this
Agreement in any Site and such superior estate; and this Agreement will not be
terminated, in whole or as to any Site, except as expressly provided in this
Agreement. Without limiting generality of the foregoing provisions of this
Section 33, there will be no merger of the subleasehold interest or estate
created by this Agreement in Lessee in any Site with any with any underlying fee
interest that Lessee may acquire in any Site that is superior or prior to such
subleasehold interest or estate created by this Agreement in Lessee.

     SECTION 34. BROKER AND COMMISSION.

     (a) All negotiations in connection with this Agreement have been conducted
by and between Lessor, Lessee and Sprint without the intervention of any Person
or other party as agent or broker other than Banc of America Securities LLC and
Citigroup Global Markets Inc. (the "FINANCIAL ADVISORS"), which are advising
Sprint Parent in connection with this Agreement and related transactions.

     (b) Each of Lessor, Lessee and Sprint Collocator (on behalf of its
Affiliates) warrants and represents to the other that there are no broker's
commissions or fees payable by it in connection with this Agreement by reason of
its respective dealings, negotiations or communications other than the advisor's
fee payable to the Financial Advisors which will be payable by Sprint Parent.
Lessor, Lessee and Sprint Collocator will, and do hereby indemnify, defend and
hold harmless each other from and against the Claims of any and all brokers,
agents and other intermediaries alleging a commission, fee or other payment to
be owing by reason of their respective dealings, negotiations or communications
in connection with this Agreement.

     SECTION 35. RECORDING OF MEMORANDUM OF AGREEMENT OR SITE DESIGNATION
SUPPLEMENT.


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     (a) Subject to the applicable provisions of the Agreement to Lease and
Sublease, for each Master Lease Site, upon the execution of this Agreement or
after any Conversion Closing, Lessee may, at its cost and expense, cause a
memorandum of agreement in the form attached hereto as Exhibit B to be filed in
the appropriate County property records (unless the Ground Lease for any
applicable Master Lease Site prohibits such recording) to provide constructive
notice to third parties of existence of this Agreement. In addition, Lessee may,
at its cost and expense, promptly following the execution of each Site
Designation Supplement, cause such Site Designation Supplement with respect to
the applicable Master Lease Site to be filed in the appropriate County property
records unless the Ground Lease for the applicable Site prohibits such
recording. The costs of recording the Site Designation Supplements shall be paid
as set forth in Section 3.8 of the Agreement to Lease and Sublease.

     (b) In addition to and not in limitation of any other provision of this
Agreement, the Parties will have the right to review and make corrections, if
necessary, to any and all exhibits to this Agreement or to the Site Designation
Supplements. After making such corrections, Lessee will re-record such Site
Designation Supplement to reflect such corrections, if requested by any Party,
at the expense of the requesting Party. The Parties will cooperate with each
other to cause changes to be made in the Site Designation Supplement for such
Site, if such changes are requested by either Party to evidence any permitted
changes in the description of the Sprint Collocation Space respecting such Site,
including, without limitation changes in Sprint Collocator's antennas or other
parts of its Communications Facility at such Site. In addition to, and not in
limitation of the foregoing, either Party will have the right, at its sole
expense, to cause any amendment to such Site Designation Supplement to be
recorded, including without limitation, in connection with such changes.

     SECTION 36. PURCHASE OPTION.

     (a) RIGHT TO PURCHASE. If this Agreement will not have been earlier
terminated, or an event of default by Lessee will not have occurred and be
continuing at the date of option exercise or the date fixed for purchase (as
such date is specified below), Lessee will have an option, exercisable no
earlier than one (1) year and no later than one hundred twenty (120) days prior
to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to elect to
purchase the right, title and interest of Lessor and any applicable Party
comprising Sprint or any other Person holding an interest therein by, through or
under Sprint or by acquisition thereof from Sprint from, on and after the
Effective Date (collectively, the "OPTION SELLERS") in all (but not less than
all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites,
Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s))
then subject to this Agreement for the net aggregate Option Purchase Price
attributable to the Purchase Sites (and on the other terms and subject to the
conditions specified in this Agreement). Lessee may exercise such purchase
option by submitting to the Option Sellers in writing an offer to purchase all
of the Purchase Sites within the Option Trigger Window in accordance with the
terms hereof, provided further, Lessee may only exercise such option if at or
about the same time as the exercise by Lessee of its purchase option hereunder,
each Additional Master Lease Lessee exercises its respective purchase option
pursuant to Section 36 of its respective Additional Master Leases and Sublease.
The Option Sellers will be obligated to sell, and Lessee will be obligated to
buy, all such Master Lease Sites at a closing to be effective as of the Purchase
Option Closing Date. Except as provided in this Section 36, Lessee will have no
right or option to purchase any Sites subject to


                                       72



this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf
of all Persons acquiring an interest in any Site (except for a Sprint Market
Assignee who signs a separate collocation agreement with Lessee) that their
rights in and to the Sites are subject to the provisions of this Section 36.

     (b) PAYMENT OF THE OPTION PURCHASE PRICE. Lessee will pay to the Option
Sellers the net aggregate Option Purchase Price for the Purchase Sites in cash
or immediately available funds on or prior to the closing of such sale. At the
closing of such sale, each of the Option Sellers will transfer or cause to be
transferred its applicable Purchase Sites, at Lessee's expense, to Lessee and
the Term as to the Purchase Sites will end. Risk of loss for the Purchase Sites
purchased pursuant to this Section 36 will pass from the Option Sellers to
Lessee upon payment of the applicable purchase price by Lessee to the Option
Sellers.

     (c) TRANSFER BY LESSOR. Any transfer of Purchase Sites by the Option
Sellers to Lessee pursuant to this Section 36 will include:

          (i) an assignment of each Option Seller's interest in any Ground Lease
     for such Purchase Site (which shall contain an assumption by Lessee of all
     of the obligations of such Option Seller under such Ground Lease and an
     agreement by Lessee to indemnify such Option Seller and each other Sprint
     Indemnitee from claims, losses or damages related to such obligations), a
     transfer of fee simple title to the Land for any Purchase Site which is an
     Owned Purchase Site, a transfer of each such Option Seller' interest in the
     applicable Tower and related assets (other than Sprint's Improvements or
     Sprint's Communications Equipment) and all appurtenances thereto; provided,
     that for so long as the Ground Lease, as amended, modified, or extended, is
     still in effect for any Purchase Site, Sprint Collocator will be entitled
     to lease the Sprint Collocation Space on each such Purchase Site from
     Lessee for successive five (5) year terms at rental rate equal to the
     then-current market rental rates for comparable locations; provided, that
     the Sprint Collocation Charge will thereafter be subject to increase on an
     annual basis at the beginning of each five (5) year term in an amount equal
     to the CPI Change; provided, if Lessee and Sprint Collocator fail to agree
     on a rental rate for one or more of the Purchase Sites, such rental rate
     will be determined for each applicable Purchase Site by a nationally
     recognized independent accounting firm mutually acceptable to Sprint
     Collocator and Lessee. The cost of the determination of the rental rate
     will be shared equally by Sprint Collocator and Lessee. Sprint Collocator
     will have the right to elect to terminate any such lease with respect to a
     Purchase Site as of the expiration of each five (5) year term by giving no
     less than sixty (60) days prior written notice of such termination to
     Lessee;

          (ii) to the extent legally transferable, all rights of each such
     Option Seller under or pursuant to warranties, representations and
     guarantees made by suppliers or manufacturers in connection with such
     Purchase Site, but excluding any rights to receive amounts under such
     warranties, representations and guarantees representing reimbursements for
     items paid by such Option Seller; and

          (iii) to the extent legally transferable, all known and unknown
     rights, claims, credits, causes of action, or rights to commence any causes
     of action or rights of


                                       73



     setoff of each such Option Seller against third parties relating to such
     Purchase Site arising on or after the date of transfer, including
     unliquidated rights under manufacturers' and vendors' warranties, but
     excluding all amounts representing reimbursements for items paid by such
     Option Seller.

     (d) EVIDENCE OF TRANSFER. Each of the Option Sellers and Lessee will enter
into assignments, deeds (with warranties of title as to such Option Sellers'
actions only), bills of sale and such other documents and instruments as the
other may reasonably request to evidence any transfer of such Purchase Sites.

     (e) TRANSFER TAXES. Any Transfer Taxes incurred in connection with the
transfer of Purchase Sites by the Option Sellers to Lessee pursuant to this
Section 36 will be divided equally between Lessor and Lessee.

     (f) NO WARRANTIES. Any transfer of a Purchase Site by any Option Seller to
Lessee pursuant to this Agreement will be "AS IS" and without any warranty
whatsoever by such Option Seller, except that in any transfer of a Purchase Site
by any such Option Seller to Lessee pursuant to this Agreement, such Option
Seller will warrant that the Option Seller has not previously transferred title
to such Purchase Site that is so transferred and will convey the interest of
such Option Seller with limited warranty stating that the Purchase Site is free
of Liens or other matters created or arising by, through or under the Option
Seller or any other Sprint Group Member from and after the Effective Date.

     SECTION 37. NET LEASE.

     This Agreement, insofar as it relates to the lease or the use and operation
by Lessee of any Site or the Leased Property on any Site is a net lease and,
except as otherwise expressly provided in Sections 14, 20, 31 and 41 of this
Agreement, will not terminate. Neither Lessee nor Sprint Collocator will be
entitled to any abatement, reduction, setoff, counterclaim, defense or deduction
with respect to any Rent, Pre-Lease Rent, Sprint Collocation Charge, amount
payable under Section 11(h) or other sum payable under this Agreement. Except as
otherwise expressly provided in Sections 14, 20, 31 and 41 of this Agreement,
the obligation of Lessee and Sprint Collocator under this Agreement will not be
affected by reason of: (a) any damage to or destruction of any Site or any part
of such Site by any cause whatsoever; (b) any condemnation of any Site; (c) any
prohibition, limitation, restriction or prevention of Lessee's use or enjoyment
of a Site by any Person; (d) any matter affecting title to any Site or any part
of such Site; (e) any loss of use or possession by Lessee of a Site or any
portion of such Site, by reason of title paramount or otherwise; (f) the
invalidity or unenforceability of any provision of this Agreement or the
impossibility or illegality of performance by Lessor or Lessee or both; (g) any
action of any Governmental Authority; or (h) any other cause or occurrence
whatsoever, whether similar or dissimilar to the foregoing.

     SECTION 38. COMPLIANCE WITH SPECIFIC FCC REGULATIONS.

     (a) Lessee understands and acknowledges that Tower Subtenants are engaged
in the business of operating Communications Equipment at each Site. The
Communications Equipment is subject to the regulations of the FCC, including
without limitation regulations


                                       74



regarding exposure by workers and members of the public to the radio frequency
emissions generated by Sprint's Communications Equipment. Lessee acknowledges
that such regulations prescribe the permissible exposure levels to emissions
from the Communications Equipment which can generally be met by maintaining safe
distances from such Communications Equipment. To the extent Lessee is required
to do so under applicable FCC regulations, Lessee will install, or cause the
Tower Subtenants to install, at its or their expense, such marking, signage or
barriers to restrict access to any Site as Lessee deems necessary in order to
comply with the applicable FCC regulations, with respect to Communications
Equipment other than Sprint's Communications Equipment, and with respect to
Sprint's Communications Equipment, Sprint Collocator will install same. To the
extent Lessee is required to do so under applicable FCC regulations, Lessee
further agrees to post, or to cause the Tower Subtenants to post, prominent
signage at all points of entry to each Site containing instructions as to any
potential risk of exposure and methods for minimizing such risk, with respect to
Communications Equipment other than Sprint's Communications Equipment, and with
respect to Sprint's Communications Equipment Sprint Collocator will install
same. Lessee will cooperate in good faith with Sprint Collocator to minimize any
confusion or unnecessary duplication that could result in similar signage being
posted with respect to any of Sprint's Communications Equipment at or near any
Site in respect of any Sprint Collocation Space on such Site.

     (b) Lessee further agrees to alert all personnel working at or near each
Site, including Lessee's maintenance and inspection personnel, to heed all of
Lessee's or Tower Subtenant's signage or restrictions with respect to such Site,
to maintain the prescribed distance from the Communications Equipment, and to
otherwise follow the posted instructions. Lessee further agrees to give each
Tower Subtenant at least ten (10) days' advance written notice of any repair or
maintenance work to be performed on any Site which would require work in closer
proximity to the Communications Equipment than prescribed by the signage or
restrictions, to abide by any provisions in the Collocation Agreement related to
such work and allow such work to be monitored by such Tower Subtenant, if
required by such Tower Subtenant.

     (c) Lessor and Sprint Collocator will cooperate (and Sprint Collocator
shall cause its Affiliates to cooperate) with each Tower Subtenant on a
going-forward basis with respect to each Site in order to help insure that such
Tower Subtenant complies with the applicable FCC regulations.

     (d) Sprint Collocator acknowledges and agrees that Sprint's Communications
Equipment at each Site is subject to the regulations of the FCC, including,
without limitation, regulations regarding exposure by workers and members of the
public to the radio frequency emissions generated by Sprint's Communications
Equipment and Sprint Collocator agrees to comply (and Sprint Collocator shall
cause its Affiliates to comply) with all FCC Regulations and all other
Applicable Laws. Sprint Collocator acknowledges that such regulations prescribe
the permissible exposure levels to emissions from its Communications Equipment
which can generally be met by maintaining safe distances from such
Communications Equipment. Sprint Collocator will install at its expense such
marking, signage, or barriers to restrict access to any of Sprint's
Communications Equipment on a Site in respect of any Sprint Collocation Space on
such Site as Sprint Collocator deems necessary in order to comply with the
applicable FCC regulations. Sprint Collocator will cooperate in good faith with
Lessee to minimize any confusion or unnecessary duplication that could result in
similar signage being posted with


                                       75



respect to any of Sprint's Communications Equipment at or near any Site in
respect of any Sprint Collocation Space on such Site. Sprint Collocator, at its
option, may also install signage at any Site identifying Sprint's Communication
Facility at such Site and providing for contact information in the case of
emergency.

     (e) Sprint Collocator further agrees to alert all personnel working at or
near each Site, including Sprint Collocator's maintenance and inspection
personnel, to maintain the prescribed distance from the Communications
Equipment, and to otherwise follow the posted instructions of Lessee.

     SECTION 39. TAX INDEMNITIES.

     (a) INCOME TAX INDEMNITY.

          (1) TAX ASSUMPTIONS. In entering into this Agreement and related
documents, the Sprint Group has made the following assumptions regarding the
characterization of the transactions contemplated under this Agreement for
federal income tax purposes (the "TAX ASSUMPTIONS"):

          (i) for federal income tax purposes, this Agreement will be treated as
     a "true lease" with respect to all of the Leased Property, the members of
     the Sprint Group will be treated, directly or indirectly through one or
     more entities that are classified as partnerships or disregarded entities
     for federal income tax purposes, as the owners and sublessors of the Leased
     Property, and Lessee will be treated (or, if Lessee is a disregarded entity
     for federal income tax purposes, the entity treated as the owner of Lessee
     for federal income tax purposes) as the lessee of the Leased Property;

          (ii) following the execution of this Agreement, the Sprint Group will
     be entitled to deduct, pursuant to Section 168(b) of the Code, depreciation
     deductions with respect to the Sprint Group's adjusted tax basis in the
     Leased Property using the same depreciation method(s) as in effect
     immediately before the execution of this Agreement ("FEDERAL DEPRECIATION
     DEDUCTIONS");

          (iii) prepaid Rent and Pre-Lease Rent with respect to each Site will
     be paid under a single lease subject to Section 467 of the Code and will be
     characterized in part as a loan under section 467 of the Code and Treasury
     Regulations issued under such section and the Sprint Group will be entitled
     to deduct interest attributable thereto with respect to each Site as set
     forth in Exhibit H;

          (iv) the only amounts that any Sprint Group Member will be required to
     include in gross income with respect to the transactions contemplated by
     this Agreement and related documents will be (A) Rent and Pre-Lease Rent as
     it accrues as rent in accordance with the terms of this Agreement and the
     application of Section 467 of the Code and Treasury Regulations issued
     under such section and as set forth in Exhibit H with respect to each Site;
     (B) any indemnity (including any gross up) pursuant to this Agreement; (C)
     any amounts paid or otherwise recognized pursuant to a voluntary sale or
     other disposition by any Sprint Group Member (other than a sale or
     disposition attributable to a default by Lessee and/or the exercise of
     remedies by Lessor or Sprint or


                                       76



     its Affiliates under this Agreement) of any Leased Property, it being
     understood for these purposes that a sale or disposition that may be deemed
     to have occurred on the Effective Date is not a sale; (D) proceeds upon
     Lessee's exercise of the purchase option pursuant to Section 36 of this
     Agreement; (E) any costs and expenses of Lessor or Sprint (and any interest
     thereon) paid or reimbursed by Lessee pursuant to this Agreement; (F)
     income attributable to the reversion of Alterations made by Lessee to
     Lessor at the end of the Term; (G) amounts expressly identified as interest
     in the Agreement and payable to Lessor or any Sprint Group Member; (H) any
     other amount to the extent such item of income results in an equal and
     offsetting deduction; and (I) any income or gain from an acceleration of
     Rent or Pre-Lease Rent as a result of the expiration or termination of a
     ground lease with respect to a Site listed in paragraphs 9 through 15 of
     Section 4.5 of the Contributors Disclosure Letter (as defined in the
     Agreement to Lease and Sublease); and

          (v) the combined effective federal and net state income Tax rate
     applicable to each Sprint Group Member will be thirty-nine percent (39%)
     (the "ASSUMED RATE"), comprised of thirty-five percent (35%) for the
     assumed federal rate and four percent (4%) (which is net of federal income
     Tax benefits) for the assumed state rate.

          (2) LESSEE'S REPRESENTATIONS AND COVENANTS. Lessee hereby represents
and covenants to each Sprint Group Member as follows:

          (i) Lessee, any Affiliate of Lessee, any assignee or sublessee of
     Lessee, and any user (other than Lessor or Sprint or its Affiliates) of any
     portion of the Leased Property will not claim depreciation deductions as
     the owner of any of the Leased Property for federal income Tax purposes
     during the Term (and thereafter unless Lessee purchases such property
     pursuant to Section 36 of this Agreement), with respect to such Leased
     Property or portion of such Leased Property, except with respect to
     Alterations financed by Lessee or such assignee, sublessee, or other user,
     nor will they take any other action in connection with filing a Tax return
     or otherwise which would be inconsistent with (i) the treatment of the
     Sprint Group Members as the direct or indirect owners and lessors of the
     Leased Property for federal income tax purposes, (ii) the Tax Assumptions,
     or (iii) Section 11 and Exhibit H of this Agreement.

          (ii) none of the Leased Property will constitute "tax-exempt use
     property" as defined in Section 168(h) of the Code other than solely as a
     result of use by Lessor, Sprint or its Affiliates and any other Person that
     is a Tower Subtenant as of the date of the Agreement to Lease and Sublease;

          (iii) on the Effective Date, no Alterations to any of the Leased
     Property will be required in order to render any of the Leased Property
     complete for its intended use by Lessee except for ancillary Severable
     Alterations that are customarily selected and furnished by lessees of
     property similar in nature to the Leased Property;

          (iv) Lessee has no current plan or intention of making any Alteration
     or repair with respect to any of the Leased Property that would not be
     treated as severable improvements or permitted nonseverable improvements
     within the meaning of Revenue Procedure 2001-28, 2001-1 C.B. 1156;


                                       77



          (v) Lessee has no current plan or intention of making any Alteration
     or repair with respect to any of the Leased Property the value of which as
     of the end of the Term with respect to such Leased Property would compel
     Lessee to exercise any of the purchase options under Section 36 of this
     Agreement; and

          (vi) Lessee is not obligated to exercise any of the purchase options
     provided in Section 36 of this Agreement, it has not decided whether it
     will exercise any of the purchase options provided in Section 36 of this
     Agreement, and it has no plans to enter into or incur such obligation or to
     make such decision in the immediate future.

          (3) INDEMNITY FOR TAX LOSSES.

          (i) If, as a result of

               (A) the inaccuracy of any representation of Lessee, or the breach
          of any covenant of Lessee, set forth in Section 39(a)(2) of this
          Agreement;

               (B) any act of Lessee, or any assignee or sublessee of Lessee or
          any user of the Leased Property (other than Lessor or Sprint or its
          Affiliates) during the Term, other than (i) the execution or delivery
          of the Transaction Documents and (ii) any act required under the
          Transaction Documents or any Permitted Act;

               (C) the failure by Lessee to perform any act required of it under
          any of the Transaction Documents;

               (D) any disposition of Leased Property attributable to a default
          by Lessee and/or the exercise of remedies under this Agreement;

               (E) the bankruptcy of Lessee; or

               (F) An inaccuracy, breach, act, or omission of or by Lessee under
          Section 39(a)(3) of any Cross-Defaulted Master Lease and Sublease.

any Sprint Group Member (each a "TAX INDEMNITEE") will not claim on the relevant
income tax return based upon a written opinion from independent tax counsel
reasonably acceptable to Lessee (setting forth in reasonable detail the facts
and analysis upon which such opinion is based) that there is no reasonable basis
as defined in Treas. Reg. Section 1.6662-3(b)(3) as in effect on the Effective
Date for claiming all or any portion of the Federal Income Tax Benefits, will
lose the right to claim all or any portion of the Federal Income Tax Benefits,
will suffer a loss of, disallowance of, or delay in obtaining all or any portion
of the Federal Income Tax Benefits, or will be required to recapture all or any
portion of the Federal Income Tax Benefits, or any Tax Indemnitee will suffer an
Inclusion (any such event being referred to as a "TAX LOSS"), then, within
thirty (30) days after receipt of a written demand from or on behalf of the Tax
Indemnitee


                                       78



describing in reasonable detail the Tax Loss and the computation of the amount
payable (a "TAX INDEMNITY NOTICE"), Lessee will pay to such Tax Indemnitee as an
indemnity the amount specified in the Tax Indemnity Notice. Subject to other
adjustments required by this Section 39(a)(3)(i), such indemnity payment will be
calculated in the Tax Indemnity Notice to equal, on an After-Tax Basis, the sum
of (y) the amounts of any additional federal and state income taxes payable by
such Tax Indemnitee for the taxable year (calculated at the Assumed Rate in the
case of a Tax Loss respecting Federal Income Tax Benefits and calculated at the
highest marginal applicable federal and state rates then in effect in the case
of a Tax Loss respecting an Inclusion) and any interest thereon (calculated to
the date such payment is made using the actual interest rates for underpayments
of tax applicable to the relevant periods), plus (z) the amount of any penalties
and additions to tax actually payable as a result of such Tax Loss and
attributable thereto. The indemnity payment will be a net lump-sum amount,
taking into account all past and anticipated future Tax Losses and Tax savings
at the Assumed Rate, and using a discount rate equal to the Applicable Federal
Rate (as defined in Code Section 1274(d)(1) then in effect) to present value
future Tax Losses and Tax savings. Any indemnity payment made pursuant to this
Section 39(a)(3)(i) will be made on an "AFTER-TAX BASIS" which means that any
such payment will also include a "gross-up" for any federal or state income
Taxes (determined at the highest marginal applicable federal and state rates
then in effect) payable by such Tax Indemnitee with respect to the receipt or
accrual of such indemnity payment, including such gross-up. Notwithstanding any
other provision of this Section 39(a)(3)(i) to the contrary, Lessee will not be
required to make any payment under this Section 39(a)(3)(i) earlier than, (a) in
the case of a Tax Loss that is not being contested pursuant to Section 39(d) of
this Agreement, the date such Tax Indemnitee (or the common parent of the
consolidated group in which it is a member, as the case may be) files the
applicable federal income Tax return, estimated or final as the case may be,
which would first properly reflect the additional federal income Tax that would
be due as a result of the Tax Loss and (b) in the case of a Tax Loss that is
being contested pursuant to Section 39(d) of this Agreement, thirty (30) days
after the date on which a Final Determination is made (or as otherwise provided
in Section 39(d)) and (c) twenty (20) days after the receipt by Lessee of the
Tax Indemnity Notice.

          (ii) Verification of Calculations. Lessee may timely request that any
     Tax Indemnity Notice be verified by a nationally recognized independent
     accounting firm or a lease advisory firm selected by Lessee and reasonably
     acceptable to such Tax Indemnitee. Such verification will be at Lessee's
     expense unless such accounting firm determines that the amount payable by
     Lessee is more than ten percent less than the amount shown on the Tax
     Indemnity Notice, in which event the Tax Indemnitee will pay such costs. In
     order to enable such independent accountants to verify such amounts, the
     Tax Indemnitee will provide to such independent accountants (for their
     confidential use and not to be disclosed to Lessee or any other person) all
     information reasonably necessary for such verification.

          (4) EXCEPTIONS. Notwithstanding any provision of this Section 39(a) to
the contrary, Lessee will not be required to make any payment to any Tax
Indemnitee in respect of any Tax Loss to the extent that any such Tax Loss
occurs as a result of one or more of the following:


                                       79



          (i) other than as a result of an Alteration by Lessee, the entry into
     a New Lease under Section 40 of this Agreement or any severance of this
     Agreement under Section 41, the determination that this Agreement is not a
     "true lease" for federal income tax purposes or that the members of the
     Sprint Group, directly or indirectly through one or more entities that are
     classified as partnerships or disregarded entities for federal income tax
     purposes, are not the owners or sublessors of the Leased Property, or that
     Section 467 of the Code does not apply to this Agreement in accordance with
     its terms;

          (ii) the voluntary sale, assignment, transfer, or other disposition or
     the involuntary sale, assignment, transfer, or other disposition
     attributable to the bankruptcy, insolvency or the breach of any covenant or
     obligation of the Tax Indemnitee set forth in the Transaction Documents of
     or by any such Tax Indemnitee or any of its Affiliates, in either case, of
     any of the Leased Property or portion of such Leased Property by any such
     Tax Indemnitee or any of its Affiliates other than a sale, assignment,
     transfer, or disposition (A) contemplated by the Transaction Documents; (B)
     otherwise resulting from the exercise by any Sprint Group Member of its
     rights or performance of its obligations under the Transaction Documents;
     or (C) attributable to a default by Lessee and/or exercise of remedies
     under this Agreement;

          (iii) the gross negligence or willful misconduct of such Tax
     Indemnitee;

          (iv) penalties, interest, or additions to Tax to the extent based upon
     issues unrelated to the transactions contemplated by this Agreement and
     related documents;

          (v) Lessee's exercise of the purchase option provided in Section 36 of
     this Agreement;

          (vi) the failure by the Sprint Group or any Sprint Group Member timely
     or properly to claim any Federal Income Tax Benefits or to exclude income
     on the appropriate Tax return other than in accordance with Section
     39(a)(3) of this Agreement;

          (vii) any failure of the Tax Indemnitee to have taken all the actions,
     if any, required of it by Section 39(d) of this Agreement to contest the
     Loss and such failure materially prejudices the ability to contest, and
     Lessee has a reasonable basis for such contest (other than a failure
     attributable in whole or part to the failure of Lessee to follow the
     procedures set forth in Section 39(d) of this Agreement);

          (viii) any change in Law enacted, adopted or promulgated on or after
     the date of the Agreement to Lease and Sublease, provided that this
     exclusion shall not apply to any (1) change in tax rates applicable to the
     making of any indemnity payment for a Tax Loss (a) respecting Federal
     Income Tax Benefits on an After-Tax basis or (b) respecting an Inclusion or
     (2) substitution or replacement of any Leased Property after a change in
     Law;

          (ix) the failure of the Sprint Group, or any single Sprint Group
     Member, to have sufficient income or Tax liability to benefit from the
     Federal Income Tax Benefits;


                                       80



          (x) the inclusion of income by a Sprint Group Member as a result of
     the reversion of Alterations made by Lessee to Lessor at the end of the
     Term;

          (xi) a determination that Sprint is not holding the Leased Property in
     the ordinary course of a trade or business or that Sprint did not enter
     into the transactions contemplated by the Transaction Documents for profit;

          (xii) the existence of, or any consequence of, the prepayment of the
     Rent, or the application of Section 467 of the Code or the Treasury
     regulations promulgated thereunder, provided that the Lessee makes all
     payments when due and accrues all rental expense in accordance with the
     Proportional Rent as set forth in Exhibit H and provided further that this
     exclusion will not apply to the entry into a New Lease under Section 40 of
     this Agreement or any severance of this Agreement under Section 41;

          (xiii) any tax election by a Sprint Group Member that is inconsistent
     with the Tax Assumptions to the extent of a resulting increase in the
     Lessee's indemnity obligations hereunder;

          (xiv) a Tax Loss with respect to any period occurring after (and not
     simultaneously with) (1) the expiration or earlier termination of the Term
     with respect to a Site or (2) the return to Sprint of the Leased Property
     related to a Site, in either case other than interest, fines, penalties and
     additions to tax resulting from a Tax Loss that would not be excluded under
     this clause (xvi);

          (xv) the breach or inaccuracy of any representation, warranty or
     covenant by any Sprint Group Member in any of the Transaction Documents
     (except to the extent such breach or inaccuracy is attributed to a breach
     or inaccuracy of any representation, warranty or covenant of Lessee or an
     Affiliate under the Transaction Documents);

          (xvi) any exclusion under Section 39(a)(4) of any Cross-Defaulted
     Master Lease and Sublease.

     (b) GENERAL TAX INDEMNITY.

          (1) Lessee agrees to pay and to indemnify, protect, defend, save, and
keep harmless each Sprint Group Member on an After-Tax Basis, from and against
any and all Taxes upon or with respect to (A) any of the Leased Property, any
portion of such Leased Property, or any interest therein (B) the acquisition,
purchase, sale, financing, leasing, subleasing, ownership, maintenance, repair,
redelivery, alteration, insuring, control, use, operation, delivery, possession,
repossession, location, storage, refinancing, refund, transfer of title,
registration, reregistration, transfer of registration, return, or other
disposition of any of the Leased Property or any portion of such Leased
Property, or interest in such Leased Property, (C) the rental payments,
receipts, or earnings arising from the Leased Property, any portion of such
Leased Property, or any interest in such Leased Property, or payable pursuant to
this Agreement, or any other payment or right to receive payment pursuant to any
related document, or (D) any Alteration, removal, substitution, maintenance, or
repair of any of the Leased Property


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          (2) EXCLUSIONS FROM GENERAL TAX INDEMNITY. The provisions of Section
16 and Section 39(b)(1) will not apply to, and Lessee will have no
responsibility under Section 16 and no liability under Section 39(b)(1) with
respect to:

          (i) Taxes on any Sprint Group Member (other than such Taxes that are
     sales, use, rental, property, stamp, document filing, license, or ad
     valorem Taxes, or value added Taxes that are in the nature of or in lieu of
     such Taxes) imposed on any such member that are franchise Taxes, privilege
     Taxes, doing business Taxes, or Taxes imposed on, based on or measured by,
     gross or net income, receipts, capital, or net worth of any such member
     which are imposed by any state, local, or other taxing authority within the
     United States or by any foreign or international taxing authority;

          (ii) Taxes imposed by any jurisdiction on any Sprint Group Member
     solely as a result of its activities in such jurisdiction unrelated to the
     transactions contemplated by this Agreement and related documents;

          (iii) Taxes on any Sprint Group Member that would not have been
     imposed but for the willful misconduct or gross negligence of any such
     member or an Affiliate of any Sprint Group Member or the inaccuracy or
     breach of any representation, warranty, or covenant of such Tax Indemnitee
     or any of its Affiliates under the Transaction Documents (except to the
     extent such inaccuracy or breach is attributed to an inaccuracy or breach
     of any representation, warranty or covenant of Lessee or an Affiliate under
     the Transaction Documents);

          (iv) Taxes which are attributable to any period or circumstance
     occurring after the expiration or earlier termination of the Term with
     respect to a Site, except to the extent attributable to (I) a failure of
     Lessee or any of its transferees or sublessees or users of the Leased
     Property (other than Lessor or Sprint or its Affiliates) to fully discharge
     its obligations under this Agreement and related documents, (II) Taxes
     imposed on or with respect to any payments that are due after the
     expiration or earlier termination of the Term with respect to a Site and
     which are attributable to a period or circumstance occurring prior to or
     simultaneously with such expiration or earlier termination, (III) the entry
     into a New Lease under Section 40 of this Agreement; or (IV) any severance
     of this Agreement under Section 41;

          (v) any Tax that is being contested in accordance with the provisions
     of Section 39(d) during the pendency of such contest, but only for so long
     as such contest is continuing in accordance with Section 39(d) and payment
     is not otherwise required pursuant to Section 39(d);

          (vi) Taxes imposed on a Tax Indemnitee that would not have been
     imposed but for any act of such Tax Indemnitee (or any Affiliate thereof)
     that is expressly prohibited, or omission of an act that is expressly
     required, as the case may be, by any Transaction Document;

          (vii) Taxes that would not have been imposed but for any voluntary
     sale, assignment, transfer, pledge, or other disposition or hypothecation
     or the involuntary sale,


                                       82



     assignment, transfer, or other disposition attributable to the bankruptcy,
     insolvency or the breach of any covenant or obligation of the Tax
     Indemnitee set forth in the Transaction Documents of or by any such Tax
     Indemnitee, in either case, of any of the Leased Property or portion of
     such Leased Property by any such Tax Indemnitee other than a sale,
     assignment, transfer, or disposition (A) contemplated by the Transaction
     Documents, (B) otherwise resulting from the exercise by any Sprint Group
     Member of its rights or performance of its obligations under the
     Transaction Documents or (C) attributable to a default by Lessee and/or
     exercise of remedies under this Agreement;

          (viii) Taxes imposed on a Tax Indemnitee that would not have been
     imposed but for such Tax Indemnitee's (or Affiliate's) breach of its
     contest obligations under Section 39(d) (but only to the extent such breach
     materially prejudices the Lessee's ability to contest such Taxes or results
     in an increase in the amount of Lessee's indemnification obligation
     hereunder);

          (ix) Taxes imposed on a Tax Indemnitee in the nature of interest,
     penalties, fines and additions to Tax to the extent based upon issues
     unrelated to the transactions contemplated by the Transaction Documents;

          (x) Taxes imposed on any Sprint Group Member that are United States
     federal, state or local net income Taxes of any such member;

          (xi) Taxes imposed in connection with or as a result of the leasing or
     use of the Sprint Collocation Space by Sprint or its Affiliates or the
     payment or accrual of the Sprint Collocation Charge; or

          (xii) Taxes to the extent that they are not the responsibility of
     Lessee as described in Section 16(a) without regard to this subsection.

The provisions of this Section 39(b)(2) will not apply to any Taxes imposed in
respect of the receipt or accrual of any payment made by Lessee on an After-Tax
Basis.

          (3) REPORTS. If any report, return, certification, or statement is
required to be filed with respect to any Tax that is the responsibility of
Lessee under Section 16 or is subject to indemnification under this Section
39(b), Lessee will timely prepare and file the same to the extent permitted by
law (except for (i) any report, return, or statement relating to any net income
Taxes or, (ii) any report, return, or statement relating to any other Taxes not
subject to indemnity under Section 39(b)(2)(i) or any Taxes in lieu of or
enacted in substitution for any of the foregoing, except that, in such cases,
Lessee will timely provide information necessary to file such report, return, or
statement, (iii) any report, return, or statement relating to Property taxes or
(iv) any other report, return, certification, or statement which any Sprint
Group Member has notified Lessee that such member intends to prepare and file);
provided, that any Sprint Group Member will have furnished Lessee, at Lessee's
expense, with such information reasonably necessary to prepare and file such
returns as is within such member's control. Lessee will either file such report,
return, certification, or statement and send a copy of such report, return,
certification, or statement to the member, or, where not so permitted to file,
will notify the member of such requirement within a reasonable period of time
prior to the due date for filing


                                       83



(without regard to any applicable extensions) and prepare and deliver such
report, return, certification, or statement to the member. In addition, within a
reasonable time prior to the time such report, return, certification, or
statement is to be filed, Lessee will, to the extent permitted by law, cause all
billings of such Taxes to be made to each Sprint Group Member in care of Lessee,
make such payment, and furnish written evidence of such payment. Lessee will
furnish promptly upon written request such data, records and documents as any
Sprint Group Member may reasonably require of Lessee to enable such member to
comply with requirements of any taxing jurisdiction arising out of such member's
participation in the transactions contemplated by this Agreement and related
documents.

          (4) PAYMENTS. With the exception of Property Taxes, any Tax for which
Lessee is responsible under Section 16 or any tax indemnified under this Section
39(b) will be paid by Lessee directly when due to the applicable taxing
authority if direct payment is permitted, or will be reimbursed to the
appropriate Sprint Group Member on demand if paid by such member in accordance
herewith. Property Taxes will be paid in accordance with Sections 16(b) and (c).
Except as explicitly provided in Section 16 or as otherwise provided in this
Section 39(b), all amounts payable to a Sprint Group Member under Section 16 or
this Section 39 will be paid promptly in immediately available funds, but in no
event later than the later of (i) ten (10) business days after the date of such
demand or (ii) two (2) Business Days before the date the Tax to which such
amount payable relates is due or is to be paid and will be accompanied by a
written statement describing in reasonable detail the Tax and the computation of
the amount payable. Such written statement will, at Lessee's request, as long as
payment is not delayed, be verified by a nationally recognized independent
accounting firm selected by such member. Such verification will be at Lessee's
expense unless the accounting firm determines that the amount payable by Lessee
is more than ten percent less than the amount shown on such written statement,
in which event, the applicable Sprint Group Member will pay such costs. In the
case of a Tax subject to indemnification under this Section 39(b) which is
properly subject to a contest in accordance with Section 39(d), Lessee (i) will
be obligated to make any advances with respect to such Tax whenever required
under Section 39(d) and (ii) will pay such Tax (in the amount finally determined
to be owing in such contest) on an After-Tax Basis prior to the latest time
permitted by the relevant taxing authority for timely payment after a final
determination.

     (c) TAX SAVINGS. If, by reason of any payment made, or events giving rise
to such payment, to or for the account of any Tax Indemnitee by Lessee pursuant
to Section 39(a) or 39(b), such Tax Indemnitee at any time realizes a reduction
in any Taxes or receives a refund which was not taken into account previously in
computing such payment by Lessee to or for the account of the Tax Indemnitee,
then the Tax Indemnitee will pay to Lessee an amount equal to such actual
reduction in Taxes or such refund (including interest received), plus the amount
of any additional reduction in Taxes of the Tax Indemnitee attributable to the
payment made by the Tax Indemnitee to Lessee pursuant to this sentence;
provided, however, that (A) the Tax Indemnitee will not be obligated to make
such payment with respect to any net Tax savings or refund to the extent that
the amount of such payment would exceed the excess of (x) all prior indemnity
payments (excluding costs and expenses incurred with respect to contests) made
by Lessee over (y) the amount of all prior payments by the Tax Indemnitee to
Lessee; provided, that any such excess tax savings realized (or deemed realized)
by such Tax Indemnitee which are not paid to Lessee as a result of this
subclause (A) will be carried forward and reduce Lessee's obligations to make
subsequent payments to such Tax Indemnitee pursuant to Section 39 of this


                                       84



Agreement; and (B) if any such Tax savings or refund realized by such the Tax
Indemnitee, or any tax savings taken into account for purposes of determining
"After-Tax Basis" will be lost or otherwise determined to be unavailable, such
lost or otherwise unavailable Tax savings or refund will be treated as a Tax for
which Lessee must indemnify the Tax Indemnitee pursuant to Section 39(a) or
39(b), as the case may be (without regard to the exceptions in Section 39(a)(4)
and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv),
39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of this Section 39(c), each Tax
Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is
assumed to be taxable at the actual rate.

     (d) CONTEST RIGHTS. In the event that any Tax Indemnitee receives any
written notice of any potential claim or proposed adjustment against such Tax
Indemnitee that would result in a Tax Loss or a Tax against which Lessee may be
required to indemnify pursuant to Section 39(a) or 39(b) (a "TAX CLAIM"), such
Tax Indemnitee will promptly notify Lessee of the claim and provide Lessee with
information relevant to such claim; provided, that the failure by the Tax
Indemnitee to provide any such information will not be treated as a failure to
comply with this Section 39(d) unless the failure materially prejudices the
conduct of such contest. With respect to Taxes indemnified under Section 39(b),
Lessee will control the contest at Lessee's expense. With respect to Taxes
indemnified under Section 39(a), the Tax Indemnitee will control the contest at
Lessee's expense but will consult with Lessee in good faith, but Lessee may
require the Tax Indemnitee to contest such Tax Claim at Lessee's expense and, in
that event, the Tax Indemnitee will consult with Lessee in good faith, but the
Tax Indemnitee will retain ultimate control over such contest. The Tax
Indemnitee will not be obligated to contest any Tax Claim unless (i) in the case
of a contest with respect to federal income Taxes, prior to taking the first
such required action, Lessee will have furnished to the Tax Indemnitee an
opinion of a nationally recognized, independent tax counsel chosen by Lessee and
reasonably acceptable to the Tax Indemnitee to the effect that there is a
reasonable basis as defined in Treas. Reg. Section 1.6662-3(b)(3) as in effect
(on the Effective Date) for the position to be asserted in contesting the matter
in question, (ii) no event of default by Lessee under this Agreement will have
occurred and be continuing, (iii) such contest does not involve a material risk
to the Tax Indemnitee of sale, forfeiture, or loss of, or the creation of any
lien on, any of the Leased Property or the imposition of criminal penalties and
(iv) if Lessee reasonably requests, and the Tax Indemnitee elects to pursue, a
contest that requires payment of the Tax as a condition to pursuing the contest,
Lessee will loan, on an interest-free basis, sufficient funds to the Tax
Indemnitee to pay the Tax and any interest or penalties due on the date of
payment, and will fully indemnify the Tax Indemnitee for any adverse Tax
consequences resulting from such advance. The Tax Indemnitee will not make,
accept, or enter into a settlement or other compromise with respect to any Taxes
indemnified pursuant to Section 39(a) or forego or terminate any such proceeding
with respect to Taxes indemnified pursuant to this Section 39(b), without the
prior written consent of Lessee, which consent will not be unreasonably
withheld. The Tax Indemnitee will not be required to appeal any adverse decision
of the United States Tax Court, a Federal District Court, or any comparable
trial court unless Lessee will have furnished to the Tax Indemnitee an opinion
of a nationally recognized, independent tax counsel chosen by Lessee and
reasonably acceptable to the Tax Indemnitee, to the effect that there is
substantial authority for the position to be asserted in appealing the matter in
question. Sprint Collocator shall cause its Affiliates to comply with their
obligations under this Section 39(e).


                                       85



     (e) TAX RECORDS. Lessor, Sprint and Lessee agree to furnish or cause to be
furnished to each other, upon request, as promptly as practicable, such
information and assistance relating to the Sites (including, without limitation,
access to books and records) as is reasonably necessary for tax purposes.
Lessor, Sprint and Lessee will retain all books and records with respect to
Taxes indemnifiable under Section 39(b) or payable under Section 16 pertaining
to the Sites for a period of at least seven (7) years following the close of the
tax year to which the information relates, or sixty (60) days after the
expiration of any applicable statute of limitations, whichever is later. At the
end of such period, each Party will provide the other with at least sixty (60)
days' prior written notice before destroying any such books and records, during
which period the Party receiving such notice can elect to take possession, at
its own expense, of any books and records reasonably required by such Party for
tax purposes. Lessor, Sprint and Lessee will cooperate with each other in the
conduct of any audit or other proceeding relating to Taxes involving the Sites.

     (f) SURVIVAL. The agreements and indemnitees contained in this Section 39
shall survive the termination of this Agreement with respect to any Site.

     SECTION 40. LESSEE LENDER PROTECTIONS.

     For any Lessee Lender, if Lessor is given written notice specifying the
name and address of the Lessee Lender, or its servicing agent, and the
applicable title of an officer or other responsible individual charged with
processing notices of the type required under this Section 40, then the
following provisions shall apply with respect to such Lessee Lender for so long
as any Mortgage granted by Lessee to such Lessee Lender shall remain unsatisfied
of record:

     (a) MODIFICATION, TERMINATION OR SURRENDER OF AGREEMENT.

          (i) The Lessee Lender shall not be bound by any modification or
     amendment of this Agreement in any respect so as to materially increase the
     liability of Lessee hereunder or materially increase the obligations or
     materially decrease the rights of Lessee without the prior written consent
     of the Lessee Lender, which consent shall no be unreasonably withheld.
     Further, this Agreement may not be surrendered or terminated other than in
     compliance with the provisions of this Section 40). Any such modification,
     amendment, surrender or termination not in accordance with the provisions
     of this Section 40 shall not be binding on any such Lessee Lender or any
     other Person who acquires title to its foreclosed interest.

          (ii) In addition, from time to time upon the request of a Lessee
     Lender (but not more than three (3) times in any one (1) year period
     (excluding the first year following the Effective Date), Lessor shall
     execute and deliver to such Lessee Lender an estoppel certificate in a form
     reasonably acceptable to Lessor and the Lessee Lender.

     (b) NOTICE AND CURE RIGHTS.

          (i) Lessor, upon serving Lessee with any notice of default under the
     provisions of, or with respect to, this Agreement, shall also serve a copy
     of such notice upon the Lessee Lender (in the same manner as required by
     for notices to Lessee) at the


                                       86



     address specified herein, or at such other address as a Lessee Lender shall
     designate in writing to Lessor.

          (ii) In the event of a default or breach by Lessee under this
     Agreement, the Lessee Lender shall have the right, but not the obligation,
     to remedy such event, or cause the same to be remedied, within ten days
     (10) days after the expiration of all applicable grace or cure periods
     provided to Lessee in this Agreement, in the event of a monetary default or
     breach, or within sixty (60) days after the expiration of all applicable
     grace or cure periods provided to Lessee in this Agreement in the event of
     any other breach or default, and Lessor shall accept such performance by or
     at the instance of the Lessee Lender as if the same had been made by
     Lessee, provided, that if any such non-monetary default or breach that is
     capable of cure requires Lessee Lender to acquire possession of the
     Lessee's interest in the Sites that are the subject of such breach or
     default, such period will be extended for such reasonable period as may be
     required to obtain such possession and cure such default of breach;
     provided, however, during such extended period, Lessee Lender must continue
     to cure other defaults and breaches in accordance with the provisions of
     this Section 40(b)(ii).

          (iii) In the event of the termination of this Agreement prior to the
     expiration of the Term of this Agreement as provided herein for any reason
     (other than Lessee's failure to cure under (ii) above), including pursuant
     to Section 365 of the federal bankruptcy code, as amended from time to
     time, including any successor legislation thereto, or otherwise, Lessor
     shall serve upon Lessee Lender written notice that this Agreement has been
     terminated, together with a statement of any and all sums due under this
     Agreement and of all breaches and events of default under this Agreement,
     if any, then known to Lessor. Lessee Lender thereupon shall have the
     option, which option must be exercised by Lessee Lender's delivering notice
     to Lessor within then (10) Business Days after the Lessee Lender's receipt
     of notice from Lessor that the Lease has been terminated to cure any such
     Lessee breaches or Lessee events of default (and any Lessee breaches or
     Lessee events of default not susceptible of being cured by the Lessee
     Lender shall be deemed to have been waived) and the right to enter into a
     new lease (the "NEW LEASE") (i) effective as of the date of termination of
     this Agreement, (ii) for the remainder of what otherwise would have been
     the Term of this Agreement but for such termination, (iii) at and upon all
     the agreements, terms, covenants, and conditions of this Agreement (with no
     Rent or Pre-Lease Rent payable thereunder), and (iv) including any
     applicable right to exercise the purchase option under Section 36
     (collectively, the "NEW LEASE TERMS"). Upon the execution and delivery of a
     new lease under this Section 40, all Collocation Agreements and other
     agreements which theretofore may have been assigned to the Lessor (or
     reverted back to Lessor as a matter of law) thereupon shall be assigned and
     transferred, without recourse, representation or warranty, by Lessor to the
     lessee named in such new lease.

          (iv) Any notice or other communication which a Lessee Lender shall
     desire or is required to give to or serve upon Lessor shall be deemed to
     have been duly given or served if sent to Lessor in accordance with the
     provisions of this Agreement at the address set forth herein.


                                       87



     (c) PARTICIPATION IN CERTAIN PROCEEDINGS AND DECISIONS. Any Lessee Lender
shall have the right to intervene and become a party, but only with respect to
Lessee's involvement, in any Arbitration, litigation, condemnation or other
proceeding affecting this Agreement to the extent of its security interest
herein. Lessee's right to make any election or decision under this Agreement
that is required or permitted to be made by Lessee with respect to the
negotiation or acceptance of any Award or insurance settlement shall be subject
to the prior written approval of such Lessee Lender.

     (d) NO MERGER. Without the written consent of each Lessee Lender, the
leasehold interest created by this Agreement shall not merge with the fee
interest in all or any portion of the Sites, notwithstanding that the fee
interests and the leasehold interests are held at any time by the same Person.

     (e) ENCUMBRANCES ON PERSONAL PROPERTY AND SUBLEASES. Lessor hereby consents
to Lessee's grant, if any, to any Lessee Lender of a security interest in the
personal property owned by Lessee and located at the Sites and a collateral
assignment of subleases of the interest of Lessee in all or any portion of the
Sites and the rents, issues and profits therefrom, if any and a pledge of any
equity interests in Lessee. Lessor agrees that any interest that Lessor may have
in such personal property, whether granted pursuant to this Agreement or by
statute, shall be subordinate to the interest of any Lessee Lender.

     (f) NOTICE OF DEFAULT UNDER ANY SECURED LESSEE LOAN. Lessee shall promptly
deliver to Lessor a true and correct copy of any such notice of default, notice
of acceleration or other notice regarding a default by Lessee under a Secured
Lessee Loan after Lessee's receipt of the same.

     (g) CASUALTY AND CONDEMNATION PROCEEDS. Notwithstanding anything in this
Agreement to the contrary, in the event of any casualty to or condemnation of
any Site or any portion thereof during such time as any Secured Lessee Loan
shall remain unsatisfied, the Lessee Lender shall be entitled to receive all
insurance Proceeds and/or condemnation awards (up to the amount of the
indebtedness secured by the Lessee Loan) otherwise payable to Lessee and apply
same to restoration of the Leased Property in accordance with the provisions of
this Agreement (to the extent required by the terms of this Agreement); provided
that if the Leased Property is not required to be restored pursuant to the terms
of this Agreement, such Proceeds may be applied to the Secured Lessee Loan. Upon
the Lessee Lender's request, the name of such Lessee Lender may be added to the
"Loss Payable Endorsement" of any and all insurance policies required to be
carried by Lessee hereunder.

     (h) OTHER. Notwithstanding any other provision of this Agreement to the
contrary, (i) Lessor shall not be obligated to provide the benefits and
protections afforded to Lessee Lenders in this Section 40 to more than two (2)
Lessee Lenders at any given time or (ii) in no event whatsoever will there be
any subordination of the rights and interests of Lessor or of Sprint Collocator
or its Affiliates in and to the Sprint Collocation Space by virtue of any
Mortgage granted by Lessee to any Lessee Lender and each Lessee Lender will,
upon request, confirm such fact in writing. If there is more than one Lessee
Lender subject to the provisions of this Section 40, Lessor shall recognize the
Lessee Lender exercising rights afforded by this Section 40 whose Secured Lessee
Loan is most senior in lien (unless a Lessee Lender junior in lien


                                       88



requires that the holder thereof have a superior entitlement to such rights, and
the other Lessee Lender senior in lien shall agree in writing to such request,
in which event such recognition shall be of the holder of that Secured Lessee
Loan), provided that such Lessee Lender shall have complied with the provisions
of this Section 40; provided, however, that Lessor shall have no obligation to
determine which Lessee Lender is indeed senior in lien and shall have no
liability to either Lessee Lender for an erroneous determination, if Lessor
attempts to make such a determination, so long as such determination is made in
good faith based upon the evidence and information of lien priority provided to
Lessor by the Lessee Lenders. Each Lessee Lender shall have the right to appear
in any arbitration or other material proceedings arising under this Agreement
and to participate in any and all hearings, trials and appeals in connection
therewith, but only to the extent related to the rights or obligations of Lessee
in the matter that is the subject of the arbitration or proceedings or to
protect the security interest of Lessee in the Leased Property.

     (i) RECOURSE OF LESSOR. Lessor's recourse against any Lessee Lender shall
be expressly limited to the Lessee Lender's interest in this Agreement and in
the Sites and any and all real, personal and intangible property associated with
the Sites (including without limitation, any revenues from any Collocation
Agreements or any Proceeds or Awards).

     SECTION 41. FINANCEABLE SITES AND SEVERED LEASES.

     (a) NON-FINANCEABLE SITES. With respect to each Site that is not a
Financeable Site on the Effective Date, Lessee will use commercially reasonable
efforts to make each such Site a Financeable Site prior to the one-year
anniversary of the Effective Date. In connection therewith, Lessee will take
such actions and incur such costs, expenses and fees as are commercially
reasonable in light of Lessee's financing structure.

     (b) MUTUAL COOPERATION. In connection with Lessee's efforts under this
Section 41(b), Lessor and the Sprint Additional Parties shall (and shall cause
its Affiliates to) be actively involved with Lessee in all material aspects of
the efforts to make all Sites Financeable Sites and shall use commercially
reasonable efforts to cooperate with Lessee in such respect (but without
obligation to pay any out-of-pocket costs, expenses or fees in respect thereof
or related thereto). Lessee shall provide to Lessor and the Sprint Additional
Parties information in reasonable detail from time to time with respect to the
actions taken by Lessee pursuant to this Section 41, and Lessor and the Sprint
Additional Parties shall have the right to request, which request shall be
reasonably approved by Lessee, to directly contact the applicable Parties in an
effort to cause any Site to become a Financeable Site; provided that the
foregoing shall not obligate Lessor or the Sprint Additional Parties to expend
any amounts in connection therewith and may not obligate Lessee to expend any
amounts in connection therewith.

     (c) FAILURE OF SITES TO BE FINANCEABLE.

          (i) Within thirty (30) days following the one-year anniversary of the
     Effective Date, Lessee will deliver to Lessor a written statement listing
     all the Sites that are not Financeable Sites (the "PRELIMINARY
     NON-FINANCEABLE SITES STATEMENT") together with any Non-Financeable Site
     supporting documentation that Lessee deems relevant to be delivered
     therewith. Within fifteen (15) Business Days after receipt by Lessor of the


                                       89



     Preliminary Non-Financeable Sites Statement, Lessor shall have the right to
     request Non-Financeable Site Supporting Documentation reasonably required
     by Lessor. Lessor will have thirty (30) days following its receipt of the
     Preliminary Non-Financeable Sites Statement and all Non-Financeable Site
     Supporting Documentation requested by Lessor in a timely manner as provided
     herein to notify Lessee of any objection with respect to the inclusion on
     such statement of a Site as not being a Financeable Site (and must state
     any such objection on a Site-by-Site basis, together with a reasonably
     detailed explanation of such objection). If Lessor does not so notify
     Lessee of any such objection to a specific Site not being a Financeable
     Site within such thirty (30) day period in accordance with this Section
     41(c), the Preliminary Non-Financeable Sites Statement with respect to such
     Site will be deemed to be the final non-financeable sites statement (the
     "FINAL NON-FINANCEABLE SITES STATEMENT"). All Sites on the Final
     Non-Financeable Site Statement shall be deemed to be "NON-FINANCEABLE
     SITES."

          (ii) Lessor and Lessee will cooperate in good faith for ten (10)
     Business Days to resolve any dispute relating to the Preliminary
     Non-Financeable Sites Statement. If the Parties are unable to resolve any
     dispute relating to the Preliminary Non-Financeable Sites Statement within
     such ten (10) Business Day period, the Parties will initiate arbitration
     proceedings in accordance with the provisions of Section 31(h) to seek
     final determination of which Sites are included on the Final
     Non-Financeable Site Statement.

          (iii) If the sum of (x) the aggregate amount of the Non-Financeable
     Sites Financing Costs for all Non-Financeable Sites included on the Final
     Non-Financeable Sites Statement rendered pursuant to this Agreement and (y)
     the Non-Financeable Sites Financing Costs for all Non-Financeable Sites
     included on the Final Non-Financeable Sites Statement (under and as defined
     in each Additional Master Lease and Sublease) (collectively, the "TOTAL
     NON-FINANCEABLE SITE FINANCING COSTS") exceeds $10,000,000, the Sprint
     Additional Parties will pay to Lessee and the lessee under each Additional
     Master Lease and Sublease in aggregate one payment (which payment shall be
     divided between Lessee and the Additional Master Lease Lessees based upon
     agreement as between such Persons) in an amount equal to fifty percent
     (50%) of the positive excess of (A) the Total Non-Financeable Sites
     Financing Costs over (B) $10,000,000 by wire transfer of immediately
     available funds to an account jointly designated in writing by Lessee and
     the Additional Master Lessees; provided, however, that the Sprint
     Additional Parties shall have no obligation to pay any such amount
     attributable to any matter for which any Lessee Indemnitee has received
     payment pursuant to a claim for indemnification under Article 9 of the
     Agreement to Lease and Sublease.

     (d) SEVERANCE OF AGREEMENT.

          (i) In order for Lessee's Affiliates from time to time to cause the
     financing of Sites, Lessee shall have the right to cause the severance of
     this Agreement (or future Severance Leases) into multiple Severance Leases
     and have the "lessee's/operator's" right under such Severance Lease for the
     Severed Sites (as well as the "lessor's" right under the Sprint Collocation
     Agreement with respect to the Severed Sites) assumed by a GSI Financing
     Subsidiary, provided this Lease shall not be severed into more than three
     (3)


                                       90



     Severance Leases in the aggregate and shall also be subject to the
     limitation set forth in the first sentence of Section 41(d)(ii)(B). Each
     Severance Lease shall be substantially in the form of this Lease, with
     appropriate modifications to reflect the fact that this Agreement has been
     severed. The Exhibits for such Severance Leases shall include the
     applicable information set forth in the Exhibits for this Agreement, solely
     with respect to the Severed Sites. Upon entering into each Severance Lease,
     the Parties shall also amend the exhibits to this Agreement to exclude each
     of the Severed Sites. Lessee shall also have the right to sever each of the
     Master Collocation Agreements with respect to the Severed Sites (and, if
     requested by Lessee, Sprint Collocator shall cause its Affiliates to assist
     Lessee in effectuating same). The obligations of the "lessee" under each
     Severance Lease to Lessor and Sprint under each Severed Lease shall be
     separate and distinct from the obligations of the "lessee" under this
     Agreement and under each other Severed Lease, and this lease and the
     Severed Leases shall not be cross-defaulted with one another, and the
     obligations of Lessee and the lessees under each severance lease and the
     Additional Master Lease and Subleases, at Lessee's election (and Global
     Parent under each Severed Lease), shall be separate and distinct from one
     another. If Lessee desires the other Parties to enter into a Severance
     Lease, Lessee shall send notice to Lessor and Sprint Collocator (the
     "SEVERANCE NOTICE") informing Lessor and Sprint Collocator of its desire to
     enter into a Severed Lease, specifying the applicable Sites and including
     with such notice an executable Severed Lease and amendment hereto, along
     with amended memoranda of leases or Site Designation Supplements with
     respect to the applicable Sites. Lessor and Sprint Collocator shall upon
     receipt of same, review and reasonably cooperate with Lessee (and Sprint
     Collocator shall cause its Affiliates to cooperate) to effect the execution
     and delivery of any Severed Lease. Under each Severance Lease and this
     Lease, following execution of a Severance Lease the Global Parent Maximum
     Obligation hereunder and thereunder shall be reduced to an amount equal to
     the Ratable Global Parent Maximum Obligation hereunder and thereunder, and,
     if requested by Lessor, Global Parent will confirm such Ratable Global
     Parent Maximum Obligation in writing. "RATABLE GLOBAL PARENT MAXIMUM
     OBLIGATION" shall mean an amount equal to the product of (x) the Global
     Parent Maximum Obligation and (y) a fraction the numerator of which is the
     aggregate sum of the Rent and the Pre-Lease Rent for the Sites remaining
     under this Lease or a Severance Lease, as applicable and the denominator of
     which is the aggregate sum of the Rent and the Pre-Lease Rent hereunder on
     the date hereof. Notwithstanding the foregoing, the Parties acknowledge and
     agree that for all tax purposes, including Section 467 of the Code, a
     Severance Lease shall be treated as a continuation of this Agreement with
     respect to the Severed Sites, no Severance Lease will contain any
     substantial modifications to this Agreement, and with respect to each Site,
     any Severance Lease and this Agreement will be treated as one lease
     agreement.

          (ii) Notwithstanding anything to the contrary contained herein or in
     any other Additional Master Lease and Sublease, (A) Lessee, in a Severance
     Notice, may elect to modify the definition of "Cross-Defaulted Master Lease
     and Sublease" to include any or none of the Additional Master Leases and
     Subleases (or Severance Leases thereunder) and (B) regardless of the number
     of Severance Leases hereunder or under the other Additional Master Leases
     and Subleases, there shall not be at any time, in the aggregate, more than
     three (3) Cross-Defaulted Lease Pools. For example, if pursuant to a
     Severance Notice, this Agreement is severed into three Master Leases and
     Subleases


                                       91



     and no other Additional Master Leases and Subleases are severed, and Lessee
     elects to treat (x) the first such Severed Lease ("SEVERED LEASE #1") as
     not being cross-defaulted with any other Additional Master Leases and
     Subleases, then the definition of Cross-Defaulted Master Lease and Sublease
     under such Severed Lease shall mean "none" and Severed Lease #1 shall be
     treated as its own Cross-Defaulted Lease Pool; and (y) the second such
     Severed Lease ("SEVERED LEASE #2") as cross-defaulted with Master Lease and
     Sublease Five and Master Lease and Sublease Six, then the definition of
     Cross-Defaulted Master Lease and Sublease under such Severed Lease #2 shall
     mean "Master Lease and Sublease Five and Master Lease and Sublease Six,"
     and Severed Lease #2 and Master Lease and Sublease Five and Master Lease
     and Sublease Six shall be treated as a Cross-Defaulted Lease Pool; and the
     definition of "Cross-Defaulted Master Lease and Sublease" under the third
     such Severed Lease ("SEVERED LEASE #3") shall include all of the other
     Additional Master Leases and Subleases not included in clauses (x) and (y)
     of this sentence, and Severed Lease #3 and such other Additional Master
     Leases and Subleases shall be treated as a Cross-Defaulted Lease Pool.

     (e) SEVERANCE OF INDEMNIFICATION OBLIGATIONS. With respect to all
indemnification obligations of Lessee hereunder (or of a GSI Financing
Subsidiary under a Severed Lease), Lessee, at its election, may elect to have
Global Parent provide such indemnities in lieu of Lessee (or the applicable GSI
Financing Subsidiary), and in connection therewith execute an indemnity
reasonably acceptable to Lessor and Sprint, and upon execution of same, Lessor
will acknowledge that Lessee is relieved of all indemnification obligations
hereunder.

     (f) COOPERATION WITH FINANCING. Sprint and Lessor acknowledge that in
connection with the financings of its interests in the Sites, from time to time,
Lessee may require legal opinions (or updates thereof or reliance letters or
similar items with respect thereto) from its counsel, at Lessee's expense, with
respect to certain bankruptcy-related matters and in connection therewith Sprint
and Lessor will cooperate in taking such actions as may be reasonably required
to give such opinions as Lessee may reasonably request and to provide customary
undertakings, representations and certificates (including without limitation, as
corporate structure charts, certifications that the requirements of the LLC
Agreement will be, and have at all times been, complied with), such cooperation
and provision at Lessee's expense.

     SECTION 42. GLOBAL PARENT GUARANTY.

     (a) Global Parent unconditionally guarantees to the Sprint Indemnitees the
full and timely payment and performance and observance of all of the terms,
provisions, covenants and obligations of Lessee under this Agreement (the
"LESSEE OBLIGATIONS"). Global Parent agrees that if Lessee defaults at any time
during the Term of this Agreement in the performance of any of the Lessee
Obligations, Global Parent shall faithfully perform and fulfill all Lessee
Obligations that involve payment of a fixed sum and shall pay to the applicable
beneficiary all attorneys' fees, court costs, and other expenses, costs and
disbursements incurred by the applicable beneficiary on account of any default
by Lessee and on account of the enforcement of this guaranty. Notwithstanding
anything to the contrary contained herein (but subject to the provisions of
Section 41(d)), the maximum aggregate amount payable hereunder by Global Parent
shall be Seven Million Two Hundred Seventy Seven Thousand Four Hundred Ninety
One Dollars ($7,277,491) (the "GLOBAL PARENT MAXIMUM OBLIGATION") and following
aggregate


                                       92



payment by Global Parent to the Sprint Indemnitees of such amount, Global Parent
shall have no further obligations hereunder.

     (b) The foregoing guaranty obligation of Global Parent shall be enforceable
by any Sprint Indemnitee in an action against Global Parent without the
necessity of any suit, action, or proceedings by the applicable beneficiary of
any kind or nature whatsoever against Lessee, without the necessity of any
notice to Global Parent of Lessee's default or breach under this Agreement, and
without the necessity of any other notice or demand to Global Parent to which
Global Parent might otherwise be entitled, all of which notices Global Parent
hereby expressly waives. Global Parent hereby agrees that the validity of this
guaranty and the obligations of Global Parent hereunder shall not be terminated,
affected, diminished, or impaired by reason of the assertion or the failure to
assert by any Sprint Indemnitee against Lessee any of the rights or remedies
reserved to such Sprint Indemnitee pursuant to the provisions of this Agreement
or any other remedy or right which such Sprint Indemnitee may have at law or in
equity or otherwise.

     (c) Global Parent covenants and agrees that this guaranty is an absolute,
unconditional, irrevocable and continuing guaranty. The liability of Global
Parent hereunder shall not be affected, modified, or diminished by reason of any
assignment, renewal, modification or extension of this Agreement or any
modification or waiver of or change in any of the covenants and terms of this
Agreement by agreement of a Sprint Indemnitee and Lessee, or by any unilateral
action of either a Sprint Indemnitee or Lessee, or by an extension of time that
may be granted by a Sprint Indemnitee to Lessee or any indulgence of any kind
granted to Lessee, or any dealings or transactions occurring between a Sprint
Indemnitee and Lessee, including, without limitation, any adjustment,
compromise, settlement, accord and satisfaction, or release, or any bankruptcy,
insolvency, reorganization, arrangements, assignment for the benefit of
creditors, receivership, or trusteeship affecting Lessee. Global Parent does
hereby expressly waive any suretyship defense it may have by virtue of any
statute, Law, or ordinance of any state or other Governmental Authority.

     (d) All of the Sprint Indemnitees' rights and remedies under this guaranty
are intended to be distinct, separate and cumulative and no such right and
remedy herein is intended to be the exclusion of or a waiver of any other.
Global Parent hereby waives presentment demand for performance, notice of
nonperformance, protest notice of protest, notice of dishonor, and notice of
acceptance. Global Parent further waives any right to require that an action be
brought against Global or any other Person or to require that resort be had by a
beneficiary to any security held by such beneficiary.

          SECTION 43. GENERAL PROVISIONS.

     (a) COUNTERPARTS. This Agreement may be executed in counterparts, each of
which will be deemed to be an original, but all of which will constitute one and
the same agreement.

     (b) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of New York (regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof)
as to all matters, including matters of validity, construction, effect,
performance and remedies.


                                       93



     (c) ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS. This Agreement (including the
Exhibits), constitutes the entire agreement between the Parties with respect to
the subject matter of this Agreement and supersede all prior agreements, both
written and oral, between the Parties with respect to the subject matter of this
Agreement. This Agreement will be binding upon and inure solely to the benefit
of each Party and its successors and permitted assigns.

     (d) FEES AND EXPENSES. Except as otherwise specifically set forth in this
Agreement, whether the transactions contemplated by this Agreement are or are
not consummated, all legal and other costs and expenses incurred in connection
with this Agreement and the transactions contemplated by this Agreement will be
paid by the Party incurring such costs and expenses.

     (e) NOTICES. All notices, requests, demands, waivers and other
communications required or permitted under this Agreement will be in writing and
will be deemed to have been delivered (i) five (5) Business Days after being
mailed by first-class mail, postage prepaid, (ii) the next Business Day when
sent overnight by a recognized courier service, (iii) upon confirmation when
sent by telecopy, confirmed by mailing written confirmation at substantially the
same time as such telecopy, or (iv) upon delivery when personally delivered to
the receiving Party (which if other than an individual will be an officer or
other responsible party of the receiving Party). All such notices and
communications will be mailed, sent or delivered as set forth below or to such
other person(s), telex or facsimile number(s) or address(es) as the Party to
receive any such communication or notice may have designated by written notice
to the other Party. A notice delivered to any of Lessor or any Person comprising
Sprint shall be deemed to have been delivered to all such Persons.

          If to Lessor or any Party comprising Sprint, to:

          Sprint Contracts and Performance
          Mailstop KSOPHT0101 - Z2650
          6391 Sprint Parkway
          Overland Park, Kansas 66251-2650
          Hotline: (800) 357-7641
          Fax No. (913) 794-0824
          Attention: Marion S. Crable, Manager

          with a copy to:

          Sprint Law Department
          Mailstop KS0PHT0101-Z2020
          6391 Sprint Parkway
          Overland Park, Kansas 66251
          Fax No. (913) 523-9823
          Attention: Real Estate Attorney

          and a copy of any notice given pursuant to Section 31 to:

          King & Spalding LLP
          191 Peachtree Street
          Atlanta, Georgia 30303-1763


                                       94



          Fax No. (404) 572-5146
          Attention: Raymond E. Baltz, Jr.

          If to Lessee or Global Parent, to:

          c/o Global Signal Inc.
          301 North Cattlemen Road
          Suite 300
          Sarasota, Florida 34232
          Attention: General Counsel

          and a copy of any notice given pursuant to Section 31 to:

          Skadden, Arps, Slate, Meagher & Flom LLP
          4 Times Square
          New York, New York 10036
          Fax No. (212) 735-3000
          Attention: Joseph A. Coco

     (f) HEADINGS. The Section and Article headings contained in this Agreement
are solely for the purpose of reference, are not part of the agreement of the
Parties and will not in any way affect the meaning or interpretation of this
Agreement.

     (g) AMENDMENT; MODIFICATIONS. This Agreement may be amended, modified or
supplemented only by written agreement of the Parties.

     (h) TIME OF THE ESSENCE. Time is of the essence in this Agreement, and
whenever a date or time is set forth in this Agreement, the same has entered
into and formed a part of the consideration for this Agreement.

     (i) SPECIFIC PERFORMANCE. Each Party recognizes and agrees that if any
other Party should refuse to perform any of its obligations under this
Agreement, the remedy at Law would be inadequate and agrees that for breach of
such provisions, each Party will, in addition to such other remedies as may be
available to it at Law or in equity, be entitled to injunctive relief and to
enforce its rights by an action for specific performance to the extent permitted
by applicable Law. Each Party hereby waives any requirement for security or the
posting of any bond or other surety in connection with any temporary or
permanent award of injunctive, mandatory or other equitable relief. Subject to
Section 43(l) of this Agreement, nothing contained in this Agreement will be
construed as prohibiting any Party from pursuing any other remedies available to
it pursuant to the provisions of this Agreement or applicable Law for such
breach or threatened breach, including without limitation the recovery of
damages. The arbitrator referred to in Section 43(l) will be empowered to
enforce this Section 43(i).

     (j) MUTUAL DRAFTING. This Agreement is the result of the joint efforts of
Lessor, Lessee and Sprint, and each provision of this Agreement has been subject
to the mutual consultation, negotiation and agreement of the Parties and there
will be no construction against any Party based on any presumption of that
Party's involvement in the drafting of this Agreement.


                                       95



     (k) JURISDICTION AND CONSENT TO SERVICE. Without limiting the jurisdiction
or venue of any other court, each of the Parties (i) agrees that any suit,
action or proceeding arising out of or relating to this Agreement will be
brought solely in the state or federal courts of the State of New York, (ii)
consents to the exclusive jurisdiction of each such court in any suit, action or
proceeding relating to or arising out of this Agreement, (iii) waives any
objection which it may have to the laying of venue in any such suit, action or
proceeding in any such court, and (iv) agrees that service of any court paper
may be made in such manner as may be provided under applicable Laws or court
rules governing service of process.

     (l) WAIVER OF JURY TRIAL.

          (i) EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY COURT ACTION
     ARISING AMONG ANY OF THE PARTIES, WHETHER UNDER OR RELATING TO THIS
     AGREEMENT, AND WHETHER MADE BY CLAIM, COUNTER CLAIM, THIRD PARTY CLAIM OR
     OTHERWISE. If for any reason the jury waiver is held to be unenforceable,
     the Parties agree to binding arbitration for any dispute arising out of
     this Agreement or any claim arising under any federal, state or local
     statutes, Laws or regulations, under the applicable commercial rules of the
     AAA. Any arbitration will be held in the New York, New York metropolitan
     area and be subject to the Governing Law provision of this Agreement.
     Discovery in the arbitration will be governed by the Local Rules applicable
     in the United States District Court for the Southern District of New York.

          (ii) The agreement of each Party to waive its right to a jury trial
     will be binding on its successors and assigns and will survive the
     termination of this Agreement.

     SECTION 44. NO PETITION; LIMITED RECOURSE AGAINST LESSEE

     Prior to the date that is one year and one day after the date on which this
Agreement has terminated in accordance with its terms, and all obligations of
the Lessee under or in respect to any Secured Lessee Loans have been paid in
full, neither Lessor nor any Sprint Additional Parties will institute, or join
any other Person in instituting, or authorize a trustee or other Person acting
on its behalf or on behalf of others to institute, any bankruptcy,
reorganization, arrangement, insolvency, liquidation, receivership or similar
proceeding under the laws of the United States of America or any state thereof
against the Lessee. The provisions of this Section 44 will survive any
termination of this Agreement.

     SECTION 45. EXECUTION BY SPRINT SPECTRUM L.P., AND SPRINTCOM, INC.

Sprint Spectrum L.P. and SprintCom, Inc. are executing this Agreement to
confirm, to the extent that a Sprint Additional Party has any obligations or
covenants hereunder, Sprint Spectrum L.P., and SprintCom, Inc., as applicable,
shall cause such Sprint Additional Party to perform its obligations or covenants
hereunder.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       96



     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
and sealed by their duly authorized representatives, all effective as of the day
and year first written above.

                                        LESSOR:

                                        STC THREE LLC


                                        By /s/ Leslie H. Meredith
                                           -------------------------------------
                                        Name: Leslie H. Meredith
                                        Title: President

                    MASTER LEASE AND SUBLEASE - STC THREE LLC



                                        SPRINT COLLOCATOR:

                                        AMERICAN PCS COMMUNICATIONS, LLC


                                        By /s/ Leslie H. Meredith
                                           -------------------------------------
                                        Name: Leslie H. Meredith
                                        Title: Vice President

                    MASTER LEASE AND SUBLEASE - STC THREE LLC



                                        LESSEE:

                                        GLOBAL SIGNAL ACQUISITIONS II LLC


                                        By /s/ Greerson G. McMullen
                                           -------------------------------------
                                        Name: Greerson G. McMullen
                                        Title: Executive Vice President,
                                               General Counsel, and Secretary


                                        GLOBAL PARENT:

                                        GLOBAL SIGNAL INC.


                                        By /s/ Greerson G. McMullen
                                           -------------------------------------
                                        Name: Greerson G. McMullen
                                        Title: Executive Vice President,
                                               General Counsel, and Secretary

                    MASTER LEASE AND SUBLEASE - STC THREE LLC

                                                                    EXHIBIT 10.4

                            MASTER LEASE AND SUBLEASE

                                     BY AND

                                      AMONG

                                  STC FOUR LLC,

                                PHILLIECO, L.P.,

                        GLOBAL SIGNAL ACQUISITIONS II LLC

                                       AND

                               GLOBAL SIGNAL INC.

                            DATED AS OF MAY 26, 2005



                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
SECTION 1.  Definitions...................................................    1
SECTION 2.  Documents.....................................................   18
SECTION 3.  Master Lease Sites and Pre-Lease Sites........................   19
SECTION 4.  Ground Leases.................................................   21
SECTION 5.  Collocation Agreements........................................   26
SECTION 6.  Sprint Collocation Space......................................   28
SECTION 7.  Permitted Use.................................................   31
SECTION 8.  Access........................................................   32
SECTION 9.  Term..........................................................   32
SECTION 10. Withdrawal...................................................    34
SECTION 11. Rent and Pre-Lease Rent; Sprint Collocation Charge...........    34
SECTION 12. Condition of the Sites and Obligations of Lessee.............    37
SECTION 13. Requirements for Alterations; Title to Alterations;
               Addition of Equipment; Work on the Site...................    39
SECTION 14. Damage to the Site, Tower or the Improvements................    40
SECTION 15. Tower Subtenants; Interference...............................    42
SECTION 16. Taxes........................................................    44
SECTION 17. Utilities....................................................    47
SECTION 18. Governmental Permits.........................................    48
SECTION 19. No Liens.....................................................    49
SECTION 20. Condemnation.................................................    50
SECTION 21. Waiver of Subrogation; Indemnity.............................    51
SECTION 22. Subordination of Mortgages...................................    52
SECTION 23. Environmental Covenants......................................    52
SECTION 24. Insurance....................................................    55
SECTION 25. Sprint Right of Alteration and Substitution..................    57
SECTION 26. Assignment and Subletting....................................    59
SECTION 27. Estoppel Certificate.........................................    61
SECTION 28. Holding Over.................................................    61
SECTION 29. Rights of Entry and Inspection...............................    61
SECTION 30. Right to Act for Lessee......................................    62
SECTION 31. Defaults and Remedies........................................    63
SECTION 32. Quiet Enjoyment..............................................    71
SECTION 33. No Merger....................................................    71
SECTION 34. Broker and Commission........................................    71
SECTION 35. Recording of Memorandum of Agreement or Site
               Designation Supplement....................................    71
SECTION 36. Purchase Option..............................................    72
SECTION 37. Net Lease....................................................    74
SECTION 38. Compliance with Specific FCC Regulations.....................    74
SECTION 39. Tax Indemnities..............................................    76
SECTION 40. Lessee Lender Protections....................................    86
SECTION 41. Financeable Sites and Severed Leases.........................    89
SECTION 42. Global Parent Guaranty.......................................    92


                                        i



SECTION 43. General Provisions...........................................    93
SECTION 44. No Petition; Limited Recourse Against Lessee.................    96
SECTION 45. Execution by Sprint Spectrum L.P., and SprintCom, Inc........    96


                                       ii



                                                                    EXHIBIT 10.4

                            MASTER LEASE AND SUBLEASE

     THIS MASTER LEASE AND SUBLEASE (this "AGREEMENT") is made and entered into
this 26th day of May, 2005 (the "EFFECTIVE DATE"), by STC FOUR LLC, a Delaware
limited liability company ("LESSOR"), PHILLIECO, L.P., a Delaware limited
partnership ("SPRINT COLLOCATOR"), GLOBAL SIGNAL ACQUISITIONS II LLC, a Delaware
limited liability company ("LESSEE"), and GLOBAL SIGNAL INC., a Delaware
corporation ("GLOBAL PARENT"). Lessor, Sprint, Lessee and Global Parent are
sometimes individually referred to in this Agreement as a "PARTY" and
collectively as the "PARTIES".

     WHEREAS certain Affiliates of Sprint operate throughout the United States
and its territories the Sites, which include Towers and related equipment and,
in some cases, buildings, and such Affiliates either own, ground lease or
otherwise have an interest in the tracts of land on which such Towers are
located;

     WHEREAS, Lessee desires to lease or pre-lease the Sites;

     WHEREAS the obligations set forth in this Agreement are interrelated and
required in order for Lessee to lease or pre-lease the Sites;

     In consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree
as follows:

     SECTION 1. DEFINITIONS.

     For purposes of this Agreement, the following capitalized terms have the
following respective meanings:

     "AAA" means the American Arbitration Association or any successor entity.

     "ADDITIONAL MASTER LEASE AND SUBLEASE" collectively and individually, means
Master Lease and Sublease One, Master Lease and Sublease Two, Master Lease and
Sublease Three, Master Lease and Sublease Five and Master Lease and Sublease
Six.

     "ADDITIONAL MASTER LEASE LESSEE" means the "Lessee," as defined in a
Cross-Defaulted Master Lease and Sublease.

     "ADDITIONAL MASTER LEASE LESSOR" collectively and individually, means the
"Lessor," under and as defined in each Cross-Defaulted Master Lease and
Sublease.

     "ADDITIONAL MASTER LEASE SPRINT COLLOCATOR" collectively and individually,
means the "Sprint Collocator," under and as defined in each Cross-Defaulted
Master Lease and Sublease.

     "ADDITIONAL MASTER LEASE SPRINT ADDITIONAL PARTY" collectively and
individually, means the "SPRINT ADDITIONAL PARTY(s)," under and as defined in
each Cross-Defaulted Master Lease and Sublease.



     "AFFILIATE" (and, with a correlative meaning, "AFFILIATED") means, with
respect to any Person, any other Person that directly, or indirectly through one
or more intermediaries controls, is controlled by, or is under common control
with, such Person. As used in this definition, "control" means the beneficial
ownership (as such term is defined in Rules 13d-3 and 13d-5 of the Securities
Exchange Act of 1934, as amended) of more than fifty percent (50%) of the voting
interests of the Person.

     "AFTER-TAX BASIS" has the meaning set forth in Section 39(a)(3)(i).

     "AGGREGATE LIGHTING SITES" has the meaning set forth in Section 17.

     "AGREEMENT" means this has the meaning set forth in the preamble and
includes all subsequent modifications and amendments hereof. References to this
Agreement in respect of a particular Master Lease Site will include the Site
Designation Supplement therefor; and references to this Agreement in general and
as applied to all Master Lease Sites will include all Site Designation
Supplements.

     "AGREEMENT TO LEASE AND SUBLEASE" means the Agreement to Contribute, Lease
and Sublease, dated as of February 14, 2005, by and among Global Parent, Sprint
Parent and the other Affiliates of Sprint named therein.

     "ALLOCATED RENT" has the meaning set forth in Section 11(a).

     "ALTERATIONS" means the construction or installation of Improvements on any
Site or any part of any Site after the Effective Date, or the alteration,
replacement, modification or addition to all or any component of a Site after
the Effective Date, whether Severable or Non-Severable.

     "ASSUMED RATE" has the meaning set forth in Section 39(a)(1)(v).

     "AVAILABLE SPACE" means, as to any Site, a Tower location, a portion of the
Land, a portion of the Improvements or any other portion, space or area of such
Site that is available for lease to or collocation by any Tower Subtenant and
all rights appurtenant to such portion, space or area.

     "AWARD" means any amounts paid, recovered or recoverable as damages,
compensation or proceeds by reason of any Taking, including all amounts paid
pursuant to any agreement with any Person which was made in settlement or under
threat of any such Taking, less the reasonable costs and expenses incurred in
collecting such amounts.

     "BUSINESS DAY" means any day other than a Saturday, Sunday or any other day
on which national banks in New York, New York are not open for business.

     "CASUALTY NOTICE" has the meaning set forth in Section 14(a).

     "CLAIMS" means any claims, demands, actions, suits, proceedings,
disbursements, judgments, damages, penalties, fines, losses, liabilities, costs
and expenses, including reasonable attorneys' fees and amounts paid in
settlements.


                                       2



     "CODE" means the Internal Revenue Code of 1986, as amended.

     "COLLATERAL AGREEMENTS" has the meaning set forth in the Agreement to Lease
and Sublease.

     "COLLOCATION AGREEMENT" means an agreement, including master leases,
between a Sprint Group Member (prior to the date hereof) or Lessee (on or after
the date hereof) on the one hand, and a third party not an Affiliate of a Sprint
Group Member (on the date hereof), on the other hand, pursuant to which such
Sprint Group Member or Lessee, as applicable, rents to such third party space at
any Site (including space on a Tower), including all amendments, modifications,
supplements, assignments, guaranties, side letters and other documents related
thereto.

     "COMMUNICATIONS EQUIPMENT" means, as to any Site, transmitting and/or
receiving equipment and other equipment installed at the Sprint Collocation
Space (with respect to Sprint Collocator) or any other portion of the Site (with
respect to a Tower Subtenant), which is used in providing current and future
wireless and wireline communication services, including without limitation,
switches, antennas, microwave dishes, panels, conduits, flexible transmission
lines, cables, radio, amplifiers, filters and other transmission or
communications equipment (including interconnect transmission equipment,
transmitter(s), receiver(s) and accessories) and such other equipment and
associated software as may be necessary in order to provide such wireless and
wireline communication services, including without limitation, voice or data.
Communications Equipment will include any existing, replaced and upgraded
Communications Equipment.

     "COMMUNICATIONS FACILITY" means, as to any Site, (i) the Sprint Collocation
Space, together with all of Sprint's Communications Equipment and Sprint's
Improvements at such Site (with respect to Sprint Collocator) or (ii) any other
portion of the Site leased to or used or occupied by a Tower Subtenant, together
with all of such Tower Subtenant's Communications Equipment and such Tower
Subtenant's Improvements at such Site (with respect to a Tower Subtenant).

     "CONVERSION CLOSING" has the meaning set forth in the Agreement to Lease
and Sublease.

     "CONVERSION CLOSING DATE" has the meaning set forth in the Agreement to
Lease and Sublease.

     "CPI" means the Consumer Price Index for all Urban Consumers, U.S., City
Average (1982-84 = 100) All Items Index, published by the Bureau of Labor
Statistics, United States Department of Labor. If the CPI ceases to be compiled
and published at any time during the Term of this Agreement, but a comparable
successor index is compiled and published by the Bureau of Labor Statistics,
United States Department of Labor, the adjustments to the Sprint Collocation
Charge provided for in Section 11, if any, and any other adjustments provided
for in this Agreement which are based on the CPI Change will be computed
according to such successor index, with appropriate adjustments in the index to
reflect any differences in the method of computation from the CPI. If, at any
time during the Term of this Agreement, neither the CPI nor a comparable
successor index is compiled and published by the Bureau of Labor Statistics, the
index for "all items" compiled and published by any other branch or department
of the federal government will be used as a basis for calculation of the
CPI-related adjustments to


                                       3



the Sprint Collocation Charge provided for in this Agreement, and if no such
index is compiled and published by any branch or department of the federal
government, the statistics reflecting cost of living increases or decreases, as
applicable, as compiled by any institution or organization or individual
generally recognized as an authority by financial and insurance institutions
will be used.

     "CPI CHANGE" means an increase, if any (expressed as a positive percentage)
in the most recently published CPI as of any applicable CPI Change Date from the
CPI published as of the corresponding month for the calendar year immediately
preceding the calendar year of publication of such most recently published CPI.

     "CPI CHANGE DATE" means January 1, 2006 and January 1 of each year
thereafter during the Term of this Agreement.

     "CROSS-DEFAULTED LEASE POOL" shall mean the set of Cross-Defaulted Master
Leases and Subleases hereunder, and each separate set of Cross-Defaulted Master
Leases and Subleases, under and as defined in any Additional Master Lease and
Sublease (or Severance Lease thereunder), as set forth in the Severance Notice.

     "CROSS-DEFAULTED MASTER LEASE AND SUBLEASE" collectively and individually,
means, (i) on the date hereof, all of the Additional Master Leases and
Subleases, or (ii) from and after any exercise by Lessee of its rights under
Section 41(d) hereunder or any exercise by any Additional Master Lease Lessee of
its rights under Section 41(d) under an Additional Master Lease and Sublease,
those Additional Master Leases and Subleases designated as Cross-Defaulted
Master Leases and Subleases (to this Agreement), pursuant to any Severance
Notice hereunder (or under any Additional Master Lease and Sublease), subject to
the provisions of the first sentence of Section 41(d)(ii)(B).

     "CROSS-DEFAULTED SITE" collectively and individually, means any Site
hereunder and any "Site," as defined in a Cross-Defaulted Master Lease and
Sublease.

     "DATE OF TAKING" means the earlier of (a) the date upon which title to any
Site, or any portion of such Site, subject to a Taking is vested in the
condemning authority, or (b) the date upon which possession of such Site or
portion such Site is taken by the condemning authority.

     "DECISION PERIOD" has the meaning set forth in Section 31(h).

     "DEFAULT NOTICE" has the meaning set forth in Section 4(f).

     "EFFECTIVE DATE" has the meaning set forth in the preamble.

     "EMERGENCY" has the meaning set forth in Section 30(b).

     "ENVIRONMENTAL CONDITION" has the meaning set forth in the Agreement to
Lease and Sublease.

     "ENVIRONMENTAL LAW" has the meaning set forth in Section 23(a).


                                       4



     "EQUIPMENT" means all physical assets (other than real property and
interests in real property), located at the applicable Site on or in, or
attached to, the Land, Improvements or Towers leased to or operated by Lessee
pursuant to this Agreement and includes, without limitation, to the extent
existing at a Site on the Effective Date, all of the items listed on the
attached Schedule 1. With respect to any item of or interest in real property
included in the Leased Property of any Site, any fixture (other than Towers)
attached to that real property is "EQUIPMENT" related thereto. "EQUIPMENT" does
not include any intellectual property or intangible rights or any Excluded
Equipment.

     "EXCLUDED ASSETS" has the meaning set forth in the Agreement to Lease and
Sublease.

     "EXCLUDED EQUIPMENT" has the meaning set forth in the Agreement to Lease
and Sublease.

     "EXCLUDED PURCHASE SITES" means (i) any Pre-Lease Site pursuant to which
Lessee, in its reasonable discretion, determines that the transfer of such
Pre-Lease Site pursuant to the Purchase Option would violate the terms of the
applicable Ground Lease, license or other agreement pursuant to which the
applicable Sprint Additional Party has a possessory right in such Pre-Lease
Site, (ii) any Site where the Ground Lease has previously terminated or (iii)
any Site that Lessee has previously purchased from Lessor.

     "EXPIRING GROUND RENT" means the aggregate base Ground Rent payable during
the last term of the expiring Ground Lease for which renewal is being sought.

     "FAA" means the United States Federal Aviation Administration or any
successor Federal Governmental Authority performing a similar function.

     "FCC" means the United States Federal Communications Commission or any
successor Federal Governmental Authority performing a similar function.

     "FEDERAL DEPRECIATION DEDUCTIONS" has the meaning set forth in Section
39(a)(1)(ii).

     "FEDERAL INCOME TAX BENEFITS" means the Federal Depreciation Deductions and
the federal income tax deductions described in Section 39(a)(1)(iii).

     "FINAL NON-FINANCEABLE SITES STATEMENT" means the means the Preliminary
Non-Financeable Sites Statement as finally determined pursuant to Section 41(c).

     "FINANCIAL ADVISORS" has the meaning set forth in Section 34.

     "FINANCEABLE SITE" means a Master Lease Site with respect to which: (i)
Lessee, if it so elects, has obtained title insurance insuring its and its
lenders' interests, subject only to Permitted Encumbrances and such other
matters as are reasonably acceptable to Lessee, with a coverage amount equal to
no less than the Rent paid by Lessee for such Master Lease Site, (ii) a Ground
Lessor Estoppel from any ground lessor and a Non-Disturbance Agreement from any
ground lessor lenders, in each case with such modifications or changes as may be
reasonably acceptable to Lessee (so long as such modifications or changes, if
more burdensome to ground lessor or lender, as applicable, than those set forth
on Exhibit J or Exhibit K to the Agreement to Lease


                                        5




and Sublease, as applicable, will not be required for purposes of establishing
whether a "Ground Lessor Estoppel" has been obtained) has been obtained for the
benefit of Lessee, its lenders and their respective successors and assigns,
(iii) the other Individual Site Closing Conditions have been satisfied, and (iv)
any Collocation Agreement that applies to such Master Lease Site as well as to
other Sites that are not otherwise Financeable Sites (for example, as a result
of a failure to satisfy the Environmental Conditions) may be severed without the
consent of any third party, or has been severed with such consent, in order to
permit at least one separate financing of such Master Lease Site.

     "FINANCIAL STATEMENTS" has the meaning set forth in the Agreement to Lease
and Sublease.

     "GLOBAL PARENT" has the meaning set forth in the preamble.

     "GOVERNMENTAL APPROVAL" means all licenses, permits, franchises,
certifications, waivers, variances, registrations, consents, approvals,
qualifications and other authorizations to, from or with any Governmental
Authority.

     "GOVERNMENTAL AUTHORITY" means any foreign, domestic, federal, territorial,
state or local governmental authority, administrative body, quasi-governmental
authority, instrumentality, court, government or self-regulatory organization,
commission, board, administrative hearing body, arbitration panel, tribunal or
organization or any regulatory, administrative or other agency, or any political
or other subdivision, department or branch of any of the foregoing.

     "GROUND LEASE" means, as to a Leased Site or Other Interest Site, the
ground lease and/or any related easement, license or other agreement or document
pursuant to which Lessor or Sprint holds a leasehold interest, leasehold estate,
easement, license or other interest in such Site, together with any renewals or
extensions of the term thereof (whether by exercise of any right or option
contained therein or by execution of a new ground lease or other instrument
providing for the use of such Site), and including all amendments,
modifications, supplements, assignments, guarantees, side letters and other
documents related thereto.

     "GROUND LESSOR" means, as to a Leased Site or Other Interest Site, the
"lessor", "landlord", "licensor", or similar Person under the related Ground
Lease.

     "GROUND LESSOR ESTOPPEL" means, as to a Ground Lease, an estoppel from the
ground lessor thereunder for the benefit of Lessee, its successor and assigns,
lenders and rating agencies, in substantially the form of Exhibit J attached to
the Agreement to Lease.

     "GROUND RENT" means, as to any Site, all rents, fees and other charges
payable by Lessor to the Ground Lessor under the Ground Lease for such Site.

     "GSI FINANCING SUBSIDIARY" means any Person formed as an Affiliate of
Lessee to be the lessee under a Severed Lease as described in Section 41(e).

     "HAZARDOUS MATERIAL" has the meaning set forth in Section 23(a).


                                        6



     "IMPROVEMENTS" means, as to each Site, (a) one or more equipment pads or
raised platforms capable of accommodating exterior cabinets or equipment
shelters, huts or buildings, electrical service and access for the placement and
servicing of Sprint Collocator's and, if applicable, each Tower Subtenant's
Improvements; (b) buildings, huts, shelters or exterior cabinets; (c) generators
and associated fuel tanks; (d) grounding rings; (e) fencing; (f) signage; (g)
connections for utility service up to the meter; (g) hardware constituting a
tower platform to hold Sprint Collocator's and, if applicable, each Tower
Subtenant's Communications Equipment; (i) access road improvements; (j) common
shelters, if any; (k) all lighting systems and light monitoring devices; and (l)
such other equipment, alterations, replacements, modifications, additions, and
improvements as may be installed on or made to all or any component of a Site
(including the Land and the Tower). Improvements do not include Communications
Equipment.

     "INCLUSION" means the inclusion in the income of any Sprint Group Member of
any amount realized in connection with the transactions effected by this
Agreement or related documents other than the amounts described in Section
39(a)(1)(iv).

     "INDIVIDUAL SITE CLOSING CONDITIONS" has the meaning set forth in the
Agreement to Lease and Sublease.

     "INDIVIDUAL SITE PREPAID RENT" means the portion of the Rent attributable
to each Site, as set forth in Exhibit H hereto.

     "INITIAL MASTER LEASE SITES" has the meaning set forth in the definition of
"Master Lease Site."

     "LAND" means, as to each Site, the tract of land constituting a portion of
such Site, together with all easements and other rights appurtenant thereto.

     "LANDLORD REIMBURSEMENT TAXES" means, with respect to a Leased Site or
Other Interest Site, if the applicable Ground Lease provides that Ground Lessor
may pass-through any Taxes assessed against the Ground Lessor to the applicable
ground lessee, the amount of such Taxes for which the Ground Lessor seeks
reimbursement from the ground lessee or its assigns under the provisions of the
Ground Lease.

     "LAW" means any statute, rule, code, regulation, ordinance, interpretation
or Order of, or issued by, any Governmental Authority.

     "LEASED PROPERTY" means, with respect to each Site, (a) the Land related to
such Site, and (b) the Tower located on such Site (including the Sprint
Collocation Space), in each case together with the related Equipment,
Improvements (excluding Sprint's Improvements and any Tower Subtenant's
Improvements) and the Tower Related Assets with respect to such Site; provided,
however, that no leasehold, subleasehold or other real property interest is
granted pursuant to Section 3(b) in the Leased Property at any Pre-Lease Site
until the Conversion Closing for such Pre-Lease Site (to the extent same would
cause a default under any Ground Lease).

     "LEASED SITE" means the Sites occupied by Lessor or a Sprint Additional
Party, as applicable, pursuant to a lease or sublease.


                                        7



     "LESSEE" has the meaning set forth in the preamble.

     "LESSEE COMPETITOR" means a Person that conducts, as a significant
component of its business, the management, operation or marketing of
communications towers, and does not provide wireless communications services as
a substantial portion of its business.

     "LESSEE INDEMNITEE" means Lessee and its Affiliates, and its and their
respective directors, officers, employees, agents and representatives.

     "LESSEE LENDER" means the holder(s) of any loan secured by all or any
portion of Lessee's interests (or any of them) hereunder or with respect to any
Site, including, without limitation, a collateral assignment of any rights of
Lessee hereunder or under any related agreements or secured by the pledge of
equity interests in Lessee (each, a "SECURED LESSEE LOAN"), together with the
heirs, legal representatives, successors, transferees, nominees and assigns of
such holder(s).

     "LESSEE NEGOTIATED RENEWAL" has the meaning set forth in Section 4(c).

     "LESSEE OBLIGATIONS" has the meaning set forth in Section 42(a).

     "LESSEE PROPERTY TAX CHARGE" means, as to any Site, the annual amount
payable to Lessor by Lessee for Lessee's portion of Property Taxes with respect
to such Site pursuant to this Agreement in an amount equal to $1,975 per annum
(prorated for partial years) subject to an annual increase on each CPI Change
Date equal to three percent (3%).

     "LESSEE PERMITTED LIENS" means, as to any Site, collectively: (a) liens in
respect of Property Taxes or other Taxes that are not yet delinquent as long as
no foreclosure, distraint, sale or similar proceedings have been commenced with
respect thereto; (b) general utility, roadway and other easements or rights of
way which do not or would not reasonably be expected to, individually or in the
aggregate, materially adversely affect the use or operation of the Tower and/or
Site as a telecommunications tower facility; (c) rights of, or by, through or
under Persons leasing, licensing or otherwise occupying space on any Tower or
otherwise utilizing any Tower pursuant to any Collocation Agreement as provided
therein; (d) all Liens and other matters of public record against the underlying
real property interest of any ground lessor under any ground lease; (e) the
terms and provisions of any ground lease as provided therein; (f) any Mortgage
granted by Lessee in connection with a Secured Lessee Loan; (g) any Lien or
right created by Persons other than Lessee or its Affiliates prior to the
Effective Date; and (h) any Lien or right otherwise caused or consented to by
any Sprint Group Member.

     "LESSEE WORK" has the meaning set forth in Section 13(b).

     "LESSOR NEGOTIATED RENEWAL" has the meaning set forth in Section 4(d).

     "LIENS" means, with respect to any asset, any mortgage, guaranty, lien,
pledge, security interest, charge, attachment, restriction or encumbrance of any
kind in respect of such asset.

     "MASTER LEASE AND SUBLEASE ONE" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC One LLC, a Delaware limited
liability company, as


                                        8



lessor, Sprint Telephony PCS, L.P., as Sprint Collocator, Global Signal
Acquisitions II LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE AND SUBLEASE TWO" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Two LLC, a Delaware limited
liability company, as lessor, SprintCom, Inc., as Sprint Collocator, Global
Signal Acquisitions II LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE AND SUBLEASE THREE" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Three LLC, a Delaware
limited liability company, as lessor, American PCS Communications, LLC, as
Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global
Signal Inc.

     "MASTER LEASE AND SUBLEASE FIVE" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Five LLC, a Delaware
limited liability company, as lessor, Sprint Spectrum L.P., as Sprint
Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE AND SUBLEASE SIX" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Six Company, a Delaware
statutory trust, as lessor, Sprint Spectrum L.P., as Sprint Collocator, Global
Signal Acquisitions II LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE SITE" means, for purposes of this Agreement, any Site, (a)
which is identified in Exhibit A-1 (the "INITIAL MASTER LEASE SITES"); and (b)
any Site added to this Agreement as a Master Lease Site as provided herein.

     "MORTGAGE" means, as to any Site, any mortgage, deed to secure debt, deed
of trust, trust deed and/or other conveyance of, or encumbrance against, the
right, title and interest of a Party in and to the Land, Tower and Improvements
on such Site as security for any debt, whether now existing or hereafter arising
or created.

     "MORTGAGEE" means, as to any Site, the holder of any Mortgage, together
with the heirs, legal representatives, successors, transferees and assigns of
the holder.

     "NON-COLLOCATION SITES" has the meaning set forth in Section 6(c).

     "NON-CONTRIBUTABLE SITES" has the meaning set forth in the Agreement to
Lease and Sublease.

     "NON-FINANCEABLE SITES" has the meaning set forth in 41(c).

     "NON-FINANCEABLE SITE FINANCING COST" means, with respect to each
Non-Financeable Site included in the Final Non-Financeable Sites Statement, an
amount equal to the product of (x) 12% of the aggregate Individual Site Prepaid
Rent attributable to the Non-Financeable Sites and (y) a fraction, the numerator
of which is the amount of debt (not to exceed $850,000,000) Lessee obtains in
connection with the consummation of the transactions under the Agreement to
Lease and Sublease and the denominator of which is the sum of (1) the Rent and
Pre-Lease Rent,


                                        9



payable on the date hereof hereunder and (2) the aggregate Rent and Pre-Lease
Rent under and as defined in all of the Additional Master Lease and Subleases on
the date hereof.

     "NON-FINANCEABLE SITES SUPPORTING DOCUMENTATION" means all relevant
documentation reasonably requested by Lessor to verify the accuracy of the
Preliminary Non-Financeable Sites Statement.

     "NON-RESTORABLE SITE" means a Site that has suffered a casualty which
damages or destroys all or a Substantial Portion of any Site that constitutes a
non-conforming use under applicable Zoning Laws prior to such casualty and for
which Restoration requires under applicable Zoning Laws either (i) obtaining a
change in the zoning classification of the Site under applicable Zoning Laws or
Zoning Laws would not allow Lessee to rebuild a comparable replacement tower on
the Site substantially similar to the Tower damaged or destroyed by the
casualty, (ii) the filing and prosecution of a lawsuit or other legal proceeding
in a court of law, or (iii) any other permit or approval under applicable Zoning
Laws that cannot be obtained by Lessor, using commercially reasonable efforts,
in a period of time that will enable Restoration to be commenced (and a building
permit issued) within one (1) year after the casualty.

     "NON-SEVERABLE" means, with respect to any Alteration, any Alteration that
is not a Severable Alteration.

     "ONGOING REVENUE SHARING PAYMENT" means a Sprint Additional Party's and/or
Lessor's share of any Shared Ground Rent Increase Payment that is payable to a
Ground Lessor in installments rather than a one-time lump sum payment.

     "OPTION PURCHASE PRICE" means, with respect to each Site, the fixed
purchase price for such Site in the event Lessee exercises its purchase option
with respect to such Site under Section 36 of this Agreement, as specified in
Exhibit H.

     "OPTION SELLERS" has the meaning set forth in Section 36(a).

     "OPTION TRIGGER WINDOW" has the meaning set forth in Section 36(a).

     "OTHER INTEREST SITES" means the Sites, which are occupied by Lessor
pursuant to a license, easement, permit or similar arrangement. If a Site is not
an Owned Site or a Leased Site, such Site shall be deemed an Other Interest
Site.

     "OWNED SITE" not applicable.

     "PARTIES" has the meaning set forth in the preamble.

     "PARTY" has the meaning set forth in the preamble.

     "PERMITTED ACT" means any act expressly permitted under the Transaction
Documents; provided that the use and operation of the Leased Property in
commercial service in the manner that the Lessee or its Affiliates currently
uses and operates similar property in the tower business shall be considered to
be expressly permitted (provided that such use and operation is not in violation
of the Transaction Documents); provided further that, notwithstanding the
foregoing,


                                       10



the following shall not be Permitted Acts: (i) any substitution or replacement
of the Leased Property; (ii) any merger or consolidation of the Lessee or its
Affiliates; (iii) any modification, alteration, addition or improvement to the
Leased Property, in each case, which fails to comply with the provisions of Rev.
Proc. 2001-28, 2001-1 C.B. 1156; (iv) any voluntary or involuntary case or
proceeding seeking relief of debts of the Lessee or its Affiliates, (v) any
assignment of the Lessee's interest in the transactions contemplated by the
Transaction Documents; (vi) the entry into a New Lease under Section 40 of this
Agreement; and (vii) any severance of this Agreement under Section 41.

     "PERMITTED ENCUMBRANCES" has the meaning set forth in the Agreement to
Lease and Sublease.

     "PERMITTED USE" means use of each Site for the purposes of: (a)
constructing, installing, operating, repairing, altering, managing, maintaining
and marketing the Tower and Improvements of each Site and making further
Improvements to such Site as permitted under this Agreement, and (b) the use of
such Site by Sprint Collocator with respect to the Sprint Collocation Space or
any Available Space at such Site subject to the terms of the Collocation
Agreements and this Agreement, as the case may be, and (c) the use by Tower
Subtenants of any portions of the Land, Tower and Improvements of such Site
(including any Available Space) as is reasonably necessary for operation of the
Communications Facilities of such Tower Subtenants subject to the terms of the
Collocation Agreements and this Agreement.

     "PERSON" means any individual, corporation, limited liability company (or
series thereof), partnership, association, trust or any other entity or
organization, including a Governmental Authority.

     "PRE-LEASE RENT" has the meaning set forth in Section 11(b).

     "PRE-LEASE SITE" means, for purposes of this Agreement, each Site which is
not identified as a Master Lease Site on Exhibit A-1 and is therefore subject to
this Agreement as a Pre-Lease Site as of the Effective Date, until such Site is
converted to a Master Lease Site as provided herein.

     "PRELIMINARY NON-FINANCEABLE SITES STATEMENT" has the meaning set forth in
Section 41(c)(i).

     "PRIME RATE" means the rate of interest reported in the "Money Rates"
column or section of The Wall Street Journal (Eastern Edition) as being the
prime rate on corporate loans of larger U.S. Money Center Banks.

     "PROCEEDS" means all insurance moneys recovered or recoverable by Lessor,
Lessee or Sprint Collocator as compensation for casualty damage to any Site
(including the Tower and Improvements of such Site).

     "PROPERTY TAXES" means, as to each Site, any and all of the following
levies, assessed or imposed upon, against or with respect to the Site, any part
of the Site, or the use and occupancy of the Site at any time during the Term as
to such Site (whether imposed directly by a Governmental Authority or indirectly
through any other Persons, and including any penalties,


                                       11



fines, and interest related thereto): (a) real property and personal property ad
valorem taxes and assessments (other than Taxes imposed on Lessee by a
Governmental Authority with respect to Improvements treated as being owned by
Lessee); (b) charges made by any public or quasi public authority for
improvements or betterments related to the Site (other than Taxes imposed on
Lessee by a Governmental Authority with respect to Improvements treated as being
owned by Lessee); (c) sanitary taxes or charges, sewer or water taxes or
charges, and (d) any other tax imposed solely as a result of ownership of the
Leased Property similar to the Taxes described in (a) through (c), in each case
other than Landlord Reimbursement Taxes.

     "PROPORTIONAL RENT" has the meaning set forth in Section 11(f).

     "PURCHASE OPTION CLOSING DATE" means May 25, 2037.

     "PURCHASE SITES" means all Sites then subject to the terms and provisions
of this Agreement that are not Excluded Purchase Sites.

     "QUALIFYING LESSEE TRANSFEREE" means a Person who has outstanding senior
unsecured debt securities or comparable long term obligations rated B- or higher
by Standard & Poor's Ratings Services or B3 or higher by Moody's Investors
Service.

     "QUALIFYING SPRINT TRANSFEREE" means a Person who has outstanding senior
unsecured debt securities or comparable long term obligations rated BBB- or
higher by Standard & Poor's Ratings Services or Baa3 or higher by Moody's
Investors Service.

     "RATABLE GLOBAL PARENT MAXIMUM OBLIGATION" has the meaning set forth in
Section 41(d).

     "REIMBURSABLE COSTS" has the meaning set forth in Section 18(f).

     "REIMBURSABLE MAINTENANCE EXPENSES" has the meaning set forth in Section
30(a).

     "RELEASE" has the meaning set forth in Section 23(a).

     "RENEWAL GROUND RENT" means the aggregate base Ground Rent (including any
periodic escalations thereof) payable during the initial term of any Lessee
Negotiated Renewal or Lessor Negotiated Renewal.

     "RENT" has the meaning set forth in Section 11(b).

     "RENT PAYMENT PERIOD" means, as to each Site, the taxable period set forth
in Exhibit A.

     "RESTORATION" means, as to a Site that has suffered casualty damage or is
the subject of a Taking, such restoration, repairs, replacements, rebuilding,
changes and alterations, including the cost of temporary repairs for the
protection of such Site, or any portion of such Site pending completion of
action, required to restore the applicable Site (including the Tower and
Improvements on such Site but excluding any of Sprint's Communications Equipment
or Improvements the restoration of which shall be the sole cost and obligation
of Sprint Collocator) to a condition which is at least as good as the condition
which existed immediately prior to such


                                       12



damage or Taking (as applicable), and such other changes or alterations as may
be reasonably acceptable to Sprint Collocator and Lessee or required by Law.

     "REVENUE SHARING PAYMENT" means any additional amounts payable to any
Ground Lessor as a Shared Ground Lease Payment under (i) any Ground Lease in
effect as of the Effective Date, (ii) renewals and extensions of any Ground
Lease executed after the Effective Date pursuant to terms contained therein on
the Effective Date or (iii) any renewals or extensions of a Ground Lease
executed after the Effective Date that do not increase any revenue sharing
percentage beyond the amount immediately prior to the effectiveness thereof.

     "RIGHT OF SUBSTITUTION" means the right of Sprint Collocator to remove its
Communications Equipment from the Sprint Collocation Space at a Site and move
same to Available Space on such Site by relocation of its Communications
Facility on such Site to a portion of such Available Space not larger than the
Sprint Tower Envelope, in accordance with and subject to the limitations
contained in Section 25.

     "SECTION 467 LOAN" has the meaning set forth in Section 11(f).

     "SECURED LESSEE LOAN" has the meaning set forth in the definition of
"LESSEE LENDER".

     "SEVERABLE" means, with respect to any Alteration, any Alteration that can
be readily removed from a Site or portion of such Site without damaging it in
any material respect or without diminishing or impairing the value, utility,
useful life or condition that the Site or portion of such Site would have had if
such Alteration had not been made (assuming the Site or portion of such Site
would have been in compliance with this Agreement without such Alteration), and
without causing the Site or portion of such Site to become "limited use
property" within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156.
Notwithstanding the foregoing, an Alteration will not be considered Severable if
such Alteration is necessary to render the Site or portion of such Site complete
for its intended use by Lessee (other than Alterations consisting of ancillary
items of Equipment of a kind customarily furnished by lessees or operators of
property comparable to the Site or portion of such Sites).

     "SEVERANCE NOTICE" has the meaning set forth in Section 41(d).

     "SEVERED LEASE" means a lease and sublease in substantially the form of
this Agreement, with appropriate changes to reflect the fact that this Agreement
has been so severed.

     "SEVERED SITE" means the Sites severed from this Agreement pursuant to
Section 41.

     "SHARED GROUND LEASE PAYMENT" has the meaning set forth in the Agreement to
Lease and Sublease.

     "SHARED GROUND RENT INCREASE PAYMENT" means, as to any Site, an amount
equal to (i) fifty percent (50%) of the Renewal Ground Rent under any Lessee
Negotiated Renewal or any Lessor Negotiated Renewal exceeding one-hundred thirty
percent (130%) of the Expiring Ground Rent for such Site up to and including one
hundred sixty percent (160%) of the Expiring Ground Rent for such Site, plus
(ii) one hundred percent (100%) of the portion of the Renewal Ground Rent under
such Lessee Negotiated Renewal or Lessor Negotiated Renewal exceeding


                                       13



one hundred sixty percent (160%) of the Expiring Ground Rent for such Site. The
foregoing assumes the term of the applicable Ground Lease for which Renewal
Ground Rent and Expiring Ground Rent are calculated are of equivalent length,
and, if not of equivalent length, the period over which the Ground Rent for the
Expiring Ground Lease shall be calculated shall match the length of the term of
the Lessee Negotiated Renewal or Lessor Negotiated Renewal, as applicable.

     "SITE" means all of the Sites identified on Exhibit A hereto, which
includes all Master Lease Sites and Pre-Lease Sites, as applicable, now or
hereafter subject to this Agreement. As used in this Agreement, reference to a
Site (including any reference to a Master Lease Site or a Pre-Lease Site) will
include the Land, the Tower, the Improvements (excluding Severable Alterations)
and Non-Severable Alterations but will not include Sprint's Improvements or
Sprint's Communications Equipment or any Tower Subtenant's Improvements or Tower
Subtenant's Communications Equipment and in each case shall include all of the
Leased Property with respect to such Site.

     "SITE DESIGNATION SUPPLEMENT" means, as to any Master Lease Site, a
supplement to this Agreement, in substantially the form of Exhibit B attached to
this Agreement.

     "SITE EXPIRATION DATE" means, as to any Site, (a) as to an Owned Site, the
Site Expiration Outside Date and (b) as to a Leased Site or Other Interest Site,
the sooner to occur of (i) one day prior to the expiration of the relevant
Ground Lease (as the same may be extended or renewed pursuant to the terms of
this Agreement), or (ii) the Site Expiration Outside Date.

     "SITE EXPIRATION OUTSIDE DATE" means, as to any Site, May 25, 2037.

     "SPRINT" means Sprint Corporation and Affiliates thereof that are parties
to the Agreement to Lease and Sublease.

     "SPRINT ADDITIONAL PARTY" means each Sprint Group Member which, at any
applicable time during the Term of this Agreement, has not yet contributed its
right, title and interest in the Leased Property at a Pre-Lease Site to Lessor
pursuant to the Agreement to Lease and Sublease.

     "SPRINT BUFFER ZONE" has the meaning set forth in Section 6(b).

     "SPRINT COLLOCATION CHARGE" has the meaning set forth in Section 11(b).

     "SPRINT COLLOCATION SPACE" means, as to each Site: (a) the portions of the
Land and Improvements comprising the Site used or occupied exclusively by Sprint
Collocator or its Affiliates, or on which any portion of Sprint's Communications
Facility is located, operated or maintained as of the Effective Date (including,
without limitation, portions of the Land and Improvements on which switches and
other of Sprint's Communications Equipment are located and the air space above
such portion of the Land and Improvements (to the extent such air space is not
occupied by a third party on the Effective Date)), (b) the portion of the Tower
on the Site on or within which any portion of Sprint's Communications Facility
is located, operated or maintained as of the Effective Date (including without
limitation, portions of the Tower on which any antennas, transmission lines,
amplifiers and filters are located), plus (in the event Sprint Collocator
maintains fewer than nine (9) 1' x 6' panel antennas on such Tower as of the


                                       14



Effective Date) an additional portion of the Tower on the Site that will enable
Sprint Collocator to locate, operate and maintain Communications Equipment on
the Tower consisting of an aggregate (or the equivalent weight and wind loading)
of no more than nine (9) 1' x 6' panel antennas and related equipment extending
not more than eight (8) contiguous vertical feet on such Tower, with no more
than nine (9) lines of co-axial cable not to exceed 1-5/8 inch in diameter
(provided any space for such co-axial cable constitutes a non-exclusive
easement, available for use by Lessee and other Tower Subtenants); and (c) any
and all rights pursuant to Sections 6(b) and 25 and all appurtenant rights
reasonably inferable to permit Sprint Collocator's full use and enjoyment of the
Sprint Collocation Space, including without limitation, the rights specifically
described in Section 6, all in accordance with Section 6.

     "SPRINT COLLOCATOR" means Sprint Telephony PCS, L.P. and its permitted
successors and assigns hereunder, to the extent same are permitted to succeed to
Sprint Collocator's rights hereunder.

     "SPRINT GROUP" means, collectively, Sprint Parent and its Affiliates
(including Lessor) whose names are set forth in the signature pages of this
Agreement or the Agreement to Lease and Sublease and any Affiliate of Sprint
Parent which at any time becomes a "sublessor" under this Agreement in
accordance with the provisions of this Agreement. Each member of the Sprint
Group is herein a "SPRINT GROUP MEMBER". Solely for purposes of Section 39, the
term "SPRINT GROUP" will include each Sprint Group Member, the affiliated group
of corporations and each member of such group within the meaning of Code Section
1504 of which any Sprint Group Member is or will become a member if such group
will have filed a consolidated return; if applicable, each member in any entity
classified as a partnership for federal income tax purposes and such entity
itself if and to the extent such entity is treated as the tax owner of any of
the Sites or portions of the Sites or such entity is a direct or indirect
partner in another entity classified as a partnership which is so treated (in
either case, a "SPRINT PARTNERSHIP"); and, if applicable, any entity owned by a
Sprint Group Member or an Sprint Partnership that for federal income tax
purposes is disregarded as an entity separate from its owner.

     "SPRINT INDEMNITEE" means Lessor, each Sprint Additional Party, Sprint
Collocator and their respective Affiliates, directors, officers, employees,
agents and representatives (except Lessee and its Affiliates and any agents of
Lessee or its Affiliates).

     "SPRINT MARKET ASSIGNEE" has the meaning set forth in Section 26(b).

     "SPRINT PARENT" means Sprint Corporation, a Kansas corporation.

     "SPRINT PARTNERSHIP" has the meaning set forth in the definition of "SPRINT
GROUP".

     "SPRINT TOWER ENVELOPE" means, as to each Site, the portion of the Sprint
Collocation Space on the Tower on the Site that will enable Sprint Collocator to
locate, operate and maintain Sprint's Communications Equipment on the Tower
consisting of an aggregate (or the equivalent weight and wind loading) of nine
(9) 1' x 6' panel antennas and related equipment extending not more than eight
(8) contiguous vertical feet on such Tower.

     "SPRINT TRANSFER" has the meaning set forth in Section 26(b).


                                       15



     "SPRINT'S COMMUNICATIONS EQUIPMENT" means any Communications Equipment
owned or leased (other than from Lessee) by Sprint Collocator or its Affiliates.

     "SPRINT'S IMPROVEMENTS" means any Improvements of Sprint Collocator or its
Affiliates located at a Site, solely with respect to Sprint's Communications
Equipment.

     "STANDARD PROCEDURES" has the meaning set forth in Section 13(b)(ii).

     "SUBSTANTIAL PORTION OF ANY SITE" means, as to a Site, so much of the such
Site (including the Land, Tower and Improvements of such Site, or any portion of
such Site) as, when subject to a Taking or damage as a result of a casualty,
leaves the untaken or undamaged portion unsuitable for the continued feasible
and economic operation of such Site for the Permitted Use.

     "SUBSTITUTION" means the relocation by Sprint Collocator on a Site,
pursuant to its Right of Substitution.

     "SUPER FUND" has the meaning set forth in Section 23(a).

     "SUPER LIEN" has the meaning set forth in Section 23(a).

     "TAKING" means, as to any Site, any condemnation or exercise of the power
of eminent domain by any Governmental Authority, or any taking in any other
manner for public use, including a private purchase, in lieu of condemnation, by
a public authority.

     "TAXES" means all forms of taxation, whenever created or imposed, whether
imposed by a local, municipal, state, foreign, Federal or other Governmental
Authority, and whether imposed directly by a Governmental Authority or
indirectly through any other Person, and, without limiting the generality of the
foregoing, will include any income, gross receipts, ad valorem, excise,
value-added, sales, use, transfer, franchise, license, stamp, occupation,
withholding, employment, payroll, personal property, real property or
environmental tax, levy, charge, assessment, fee or premium, together with any
interest, penalty, addition to tax or additional amount imposed by a
Governmental Authority or indirectly through any other Person.

     "TAX ASSUMPTIONS" has the meaning set forth in Section 39(a)(1).

     "TAX CLAIM" has the meaning set forth in Section 39(d).

     "TAX INDEMNITEE" has the meaning set forth in Section 39(a)(3)(i).

     "TAX INDEMNITY NOTICE" has the meaning set forth in Section 39(a)(3)(i).

     "TAX LOSS" has the meaning set forth in Section 39(a)(3)(i).

     "TECHNICAL CLOSING" has the meaning set forth in the Agreement to Lease and
Sublease.

     "TEN YEAR WITHDRAWAL DATE" has the meaning set forth in Section 10(a).

     "TERM" means: (i) as to this Agreement, the term set forth in Section 9(a);
and (ii) as to each Site, the term during which this Agreement is applicable to
such Site.


                                       16



     "TOTAL NON-FINANCEABLE SITE FINANCING COSTS" has the meaning set forth in
Section 41(c)(iii).

     "TOWER RELATED ASSETS" means, with respect to each Tower, (a) to the extent
such rights are assignable to Lessee, all rights to any warranties held by
Lessor with respect to such Tower (or the related Site) prior to the date hereof
(and if such rights cannot be granted to Lessee, such rights shall be enforced
by Sprint Collocator, at Lessee's cost, at the direction of and for the benefit
of Lessee), (b) to the extent such rights are assignable to Lessee, all rights
under any Governmental Approvals held exclusively with respect to the ownership
or operation of such Tower (and of the related Site if such Site is an Owned
Site) prior to the date hereof (and if such rights cannot be granted to Lessee,
such rights shall be enforced by the applicable Sprint Additional Party (or if
such rights must be enforced by an Affiliate of Sprint, the applicable Sprint
Additional Party shall cause such Affiliate to enforce such rights), at Lessee's
cost, at the direction of and for the benefit of Lessee), (c) to the extent such
rights may be granted to Lessee, a sublicense or other right to use any
Governmental Approvals not held exclusively with respect to, but held in part
for the benefit of, the ownership or operation of such Tower (and of the related
Site if such Site is an Owned Site), and (d) copies of, or extracts from, all
current files and records of Lessor or any other Sprint Group Member solely
related to the ownership, occupancy or leasing of such Tower (and of the related
Site if such Site is an Owned Site), or, to the extent not so solely related,
appropriate extracts thereof. "TOWER RELATED ASSETS" does not include any
intellectual property or intangible rights or Excluded Assets.

     "TOWER REMOVAL BONDS" means, collectively, any bonds, letters of credit,
deposits or other security interests relating to the removal of a Tower from a
Site.

     "TOWER SUBTENANT" means, as to any Site, any Person (other than Sprint
Collocator), which: (a) is a "sublessee" under any Collocation Agreement
affecting such Site; or (b) subleases, licenses or otherwise acquires from
Lessee the right to use Available Space on such Site.

     "TOWER SUBTENANT'S COMMUNICATIONS EQUIPMENT" means any Communications
Equipment owned or leased (other than from Lessee) by a Tower Subtenant.

     "TOWER SUBTENANT'S IMPROVEMENTS" means the Improvements of any Tower
Subtenant located at any Site.

     "TOWERS" means the communications towers on the Sites.

     "TRANSACTION DOCUMENTS" means this Agreement, the Agreement to Lease and
Sublease, the Collateral Agreements and all other documents to be executed by
the Parties in connection with the consummation of transactions contemplated by
the Agreement to Lease and Sublease and this Agreement.

     "TRANSFER TAXES" has the meaning set forth in Section 16(d).

     "TRANSITION SERVICES AGREEMENT" has the meaning set forth in Section 12(c).

     "UNAMORTIZED RENT" means, for any applicable Site, an amount equal to the
product of (x) the Rent or Pre-Lease Rent, as applicable for such Site, and (y)
a fraction, the numerator of


                                       17



which is the number of years (to three decimal places) remaining from and after
the applicable measuring date to the Site Expiration Outside Date and the
denominator of which is thirty-two (32).

     "UNPAID AMOUNT" has the meaning set forth in Section 11(d).

     "WITHDRAWAL CAUSE" means, as to any Site, the inability of Sprint
Collocator (after using commercially reasonable efforts) to obtain or maintain
any Governmental Approval necessary for the operation of Sprint's Communications
Facility at such Site; provided, however, that Sprint Collocator may not assert
Withdrawal Cause if Sprint Collocator (i) cannot maintain or obtain or otherwise
forfeits a Governmental Approval as a result of the violation of any Laws by
Sprint Collocator or its Affiliates or any enforcement action or proceeding
brought by any Governmental Authority against Sprint Collocator or its
Affiliates because of any alleged wrongdoing by Sprint Collocator or its
Affiliates or (ii) does not have such Governmental Approval on the Effective
Date and such Governmental Approval was required on the Effective Date.

     "WITHDRAWAL DATE" means the effective date of Sprint Collocator's election
to terminate its leaseback or other use and occupancy of the Sprint Collocation
Space at any Site pursuant to a Withdrawal Notice.

     "WITHDRAWAL NOTICE" has the meaning set forth in Section 10(a).

     "WITHDRAWAL RIGHTS" means the rights of Sprint Collocator to elect to
terminate its leaseback or other use and occupancy of the Sprint Collocation
Space with respect to a Site as described in Section 10(a).

     "ZONING LAWS" means any zoning, land use or similar Laws, including,
without limitation, Laws relating to the use or occupancy of any communications
towers or property, building codes, zoning ordinances and land use regulations.

     "90 DAY LESSEE NOTICE" has the meaning set forth in Section 16(c).

     Any other capitalized terms used in this Agreement will have the respective
meanings given to them elsewhere in this Agreement.



     SECTION 2. DOCUMENTS.

     (a) This Agreement will consist of the following documents, as amended from
time to time as provided herein:

          (i)  this Agreement;

          (ii) the following Exhibits, which are incorporated herein by this
     reference:

     Exhibit A          List of Sites
     Exhibit A-1        List of Master Lease Sites
     Exhibit B          Form of Site Designation Supplement



                                       18





     Exhibit C          Intentionally Omitted
     Exhibit D          Form of Officer's Certificate of Sprint Corporation
     Exhibit E          Form of Officer's Certificate of Global Signal Inc.
     Exhibits F and G   Intentionally Omitted
     Exhibit H          Individual Site Rent and Option Purchase Price Amount


          (iii) Schedules to the Exhibits, which are incorporated herein by
     reference and Schedule 1 hereto which is Incorporated by reference; and

          (iv) such additional documents as are incorporated by reference.

     (b) If any of the foregoing are inconsistent, this Agreement will prevail
over the Exhibits, the Schedules and additional incorporated documents.

     SECTION 3. MASTER LEASE SITES AND PRE-LEASE SITES.

     (a) Subject to the terms and conditions of this Agreement, Lessor hereby
lets, leases and demises unto Lessee, and Lessee hereby leases, takes and
accepts from Lessor the Leased Property of all of the Master Lease Sites. Each
Master Lease Site in addition to the Initial Master Lease Sites will be made
subject to this Agreement by means of a Conversion Closing (after which Lessor
and Lessee will execute and deliver at a Technical Closing a Master Lease Site
Designation Supplement between Lessor and Lessee and the amendment of Exhibit A
hereto to reflect such Site as a Master Lease Site instead of a Pre-Lease Site).
Lessor and Lessee acknowledge and agree that this single Agreement is
indivisible (except pursuant to Section 41(d)), intended to cover all of the
Sites and is not a separate lease and sublease or agreement with respect to
individual Sites, and in the event of a bankruptcy of any Party, all Parties
intend that this Agreement be treated as a single indivisible Agreement. All
disclaimers of obligations by Sprint Collocator and its Affiliates under this
Agreement are qualified in all respects by such Parties' representations,
warranties and covenants under the Agreement to Lease and Sublease. In addition,
the Parties acknowledge and agree that this Agreement is intended to be treated
for U.S. federal income tax purposes as (i) a lease between Lessee and Lessor,
with respect to the Sites, and (ii) a lease between Lessee and Sprint
Collocator, with respect to the Sprint Collocation Space; and the Parties
further agree to not take any position on any tax return that is inconsistent
with such treatment.

     (b) As to each Master Lease Site, this Agreement is a grant of a leasehold
interest in each Owned Site; and as to Leased Sites and Other Interest Sites,
this Agreement is a grant of a subleasehold or other interest in each Leased
Site or Other Interest Site, as applicable.

     (c) As to each Pre-Lease Site, Lessor hereby appoints, and Lessee agrees to
act and will act, as the exclusive operator of the Leased Property at each of
the Pre-Lease Sites during the Term as to each Pre-Lease Site. In performing its
duties as operator of the Pre-Lease Sites, Lessee will manage, administer and
operate each of the Pre-Lease Sites, subject to the provisions of this
Agreement, in a manner (i) which is comparable to and in accordance with prudent


                                       19



management and quality standards used in the telecommunications industry by
nation-wide communications tower operators operating portfolios of comparable
size and quality as that being leased and operated under this Agreement and (ii)
consistent with the standards used to manage, administer and operate the Master
Lease Sites. Except as specifically provided herein, no Sprint Additional Party
nor Lessor shall exercise any rights or take any actions with respect to the
operation, maintenance, leasing or licensing with respect to any Pre-Lease
Sites, all such rights being exclusively reserved to Lessee hereunder.

     (d) Lessee hereby accepts the Leased Property at each Site in its "AS IS"
condition, without any representation, warranty or covenant of or from Lessor,
Sprint or their respective Affiliates whatsoever as to its condition or
suitability for any particular use, except as may be expressly set forth in this
Agreement or in the Agreement to Lease and Sublease. Except as set forth in this
Agreement and the Agreement to Lease and Sublease, Lessee hereby acknowledges
that neither Lessor, Sprint nor any agent or Affiliate of Lessor or Sprint has
made any representation or warranty, express or implied, with respect to any of
the Leased Property, or any portion of such Leased Property, or the suitability
or fitness for the conduct of Lessee's business or for any other purpose,
including the Permitted Use, and Lessee further acknowledges that it has had
sufficient opportunity to inspect and approve the condition of the Leased
Property at each of the Sites.

     (e) From and after the Effective Date, Lessee will receive and will be
entitled to all of the revenue generated by the Sites (including, without
limitation, all revenue under the Collocation Agreements) and neither Lessor,
Sprint nor any of their respective Affiliates will be entitled to any of such
revenue, and if any such revenue is paid to any such Person, it will remit same
to Lessee as soon as reasonably possible after any Sprint Group Member becomes
aware of its receipt thereof (including, without limitation, by notice from
Lessee of such receipt), but in no event more than ten (10) Business Days, and
Sprint Collocator shall cause its Affiliates to perform any such obligation
hereunder. Lessor or the applicable Sprint Additional Party (as applicable) will
direct (or cause its Affiliate to direct), in writing, all payors of amounts due
with respect to any Sites to pay such amounts to Lessee. From and after the
Effective Date, and except as expressly provided in this Agreement, Lessee also
will be responsible for the payment of, and will pay, all expenses related to or
associated with the Sites, whether ordinary or extraordinary, and whether
foreseen or unforeseen. The rights granted to Lessee under this Agreement
include, with respect to each Tower, the right of Lessee to use and employ, to
the extent such rights may be legally granted to or used by Lessee, the Tower
Related Assets related to the Sites.

     (f) Lessee may from time to time make, subject to the requirements of
Section 13, such Alterations as Lessee may deem desirable in the proper conduct
of its business, so long as (i) such Alteration will not disrupt or otherwise
adversely affect Sprint Collocator's use of the Site in any material respect and
is made in accordance with the requirements set forth in Section 13 of this
Agreement, (ii) such Alteration will not result in any material respect in (y)
the value of the Site or portion of such Site being less than the value of such
Site immediately prior to such Alteration, or (z) the economic life of the Site
or portion of the Site being less than the economic life of the Site or portion
of the Site immediately prior to such Alteration, and (iii) such Alteration will
not cause the Site or portion of such Site to constitute "limited use property"
within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156.


                                       20



     SECTION 4. GROUND LEASES.

     (a) Lessee hereby acknowledges that, as to the Leased Property of each
Leased Site or Other Interest Site, as applicable, this Agreement is subject and
subordinate to all of the terms and conditions of, the applicable Ground Lease
of such Leased Site or Other Interest Site, as applicable. As to any Leased Site
or Other Interest Site, as applicable, neither Lessor nor any other Sprint Group
Member will be deemed to have assumed any duty or obligation of the Ground
Lessor under the applicable Ground Lease and will not be liable or responsible
in any manner whatsoever for any failure of such Ground Lessor to perform any
such duty or obligation. Lessee agrees that it will promptly pay or cause to be
paid the Ground Rent under each of the Ground Leases for the Leased Sites or
Other Interest Sites, as applicable during the Term of this Agreement when such
payments become due and payable and, if Lessee fails to pay Ground Rent under
any Ground Lease on a timely basis, Lessee will be responsible for any
applicable late charges, fees or interest payable to the Ground Lessor;
provided, however, that should any Ground Lessor refuse the payment of Ground
Rent for an applicable Site from any Person other than Lessor or its Affiliate,
as applicable, then Lessor or its Affiliate, as applicable, after written notice
from Lessee of the need for payment from such Person, will promptly pay such
amount, and Lessee will reimburse Lessor therefor within five (5) days after the
date of Lessor's payment. Except as provided in Section 4(c), Lessee will abide
by, comply in all respects with, and fully and completely perform all terms,
covenants, conditions, and provisions of each Ground Lease (including, without
limitation, terms, covenants, conditions, and provisions relating to
maintenance, insurance and alterations) as if Lessee were the "ground lessee"
under the applicable Ground Lease and, to the extent evidence of such
performance must be provided to the Ground Lessor of the applicable Ground
Lease, Lessee will provide such evidence to Ground Lessor. Unless otherwise
directed by Lessee or upon the suspension of the limited power of attorney
granted to Lessee below, neither Lessor, Sprint, nor any of their respective
Affiliates shall take any actions to interfere with Lessee acting as the "ground
lessee" under any Ground Leases as long as Lessee is performing its obligations
with respect to Ground Leases hereunder. To the extent that any Ground Lease
imposes or requires the performance of the "ground lessee" thereunder of any
duty or obligation that is more stringent than or in conflict with any term,
covenant, condition, or provision of this Agreement, the applicable term,
covenant, condition, or provision of the Ground Lease will control and will
constitute the duties and obligations of Lessee under this Agreement as to the
subject matter of such term, covenant, condition, or provision. Lessee will not
(and with respect to its activities on the Sprint Collocation Space, Sprint
Collocator will not) engage in or permit any conduct that would: (i) constitute
a breach of or default under any Ground Lease; or (ii) result in the Ground
Lessor being entitled to terminate the applicable Ground Lease or to terminate
Lessor's right as ground lessee under such Ground Lease, or to exercise any
other rights or remedies to which the Ground Lessor may be entitled for a
default or breach under the applicable Ground Lease. In no event shall Lessee
have any liability to any Sprint Group Member for any breach of a Ground Lease
caused by an act or omission of Lessor or any Sprint Group Member, before, on,
or after the Effective Date, and Sprint Collocator hereby indemnify and hold the
Lessee Indemnitees harmless from and against and in respect of any and all
Claims (other than Claims, to the extent arising from actions taken by Lessee or
its Affiliates) paid, suffered, incurred or sustained by any Lessee Indemnitee
and in any manner arising out of, by reason of, or in connection therewith.
During the Term as to any Leased Site or Other Interest Site, as applicable, and
subject to Sections 4(c) and 4(f) below, Lessee agrees to exercise prior to the
expiration of the applicable Ground Lease and in


                                       21



accordance with the provisions of the applicable Ground Lease, any and all
renewal options existing as of the Effective Date and any further renewal or
extension options that may be granted by any Ground Lessor after the Effective
Date for any such Leased Site or Other Interest Site, as applicable, under the
Ground Leases of such Leased Sites or Other Interest Sites, as applicable;
provided, however, that Lessee shall not be required to exercise any Ground
Lease renewal option if Sprint Collocator at the Site covered by such Ground
Lease is in default of its obligations under this Agreement as to the Site
beyond applicable notice and cure periods provided herein.

     (b) Lessee will not be entitled to act as agent for, or otherwise on behalf
of, Lessor or its Affiliates or to bind Lessor or its Affiliates in any way
whatsoever in connection with any Ground Lease or otherwise except as provided
in this Section 4. Lessor hereby delegates to Lessee the sole and exclusive
right to perform the obligations of and assert the rights of the "ground lessee"
under all Ground Leases and of the Sprint Additional Parties (or their
respective Affiliates) under all Collocation Agreements with respect to
Pre-Lease Sites, and to exercise all rights thereunder subject only to the other
provisions of this Section 4. In accordance with the provisions of this
Agreement, Lessee will have the right to review, negotiate and execute on behalf
of Lessor amendments and other documentation relating to Ground Leases and to
otherwise act on behalf of Lessor in dealing with the Ground Lessors under the
Ground Leases, and Lessor hereby grants to Lessee a limited power of attorney
and, subject to any limitation on such appointment herein, appoints Lessee as
its agent and attorney to review, negotiate and execute on behalf of Lessor
amendments and other documentation relating to Ground Leases and to otherwise
act on behalf of Lessor in dealing with the Ground Lessors under the Ground
Leases. The foregoing power of attorney and appointment are subject to the
following requirements and limitations: (i) all amendments and other
documentation executed by Lessee, and actions taken by Lessee on behalf of
Lessor must comply in all respects with the requirements and provisions of this
Agreement, (ii) upon request by Lessor, Lessee will provide Lessor with such
summaries, documentation and other information relating to Lessee's negotiations
and other activities pertaining to the Ground Lease and the Ground Lessors as
Lessor may reasonably request, and (iii) the foregoing power of attorney and
appointment granted herein to Lessee may be suspended by written notice from
Lessor to Lessee at any time upon the occurrence of an event of default by
Lessee under this Agreement or if Lessee violates or fails to comply with the
foregoing requirements and limitations and until such violation or failure is
cured. Lessee may use such power of attorney to (i) negotiate and execute any
Ground Lease renewal that is for a term of not more than five (5) years, which
may contain successive five (5) year renewal options and otherwise shall be on
commercially reasonable terms, (ii) execute other modifications, waivers and
amendments to Ground Leases (including non-disturbance agreements related
thereto) that are reasonably required in the normal course of business and
operations of the Sites, (iii) amend, modify, enforce or waive any terms of any
Collocation Agreements or enter into new site supplements or site subleases
applicable to Pre-Lease Sites or (iv) enter into any collocation agreements,
site supplements or site subleases out for signature on the date hereof or
partially executed on the date hereof applicable to Master Lease Sites and
Pre-Lease Sites. Lessor shall, from time to time and upon reasonable request
from Lessee, execute documentation reasonably necessary to confirm Lessee's
rights hereunder to a counterparty under a Collocation Agreement, within ten
(10) Business Days of receipt of a request therefor by Lessee, provided, that
Lessor and each Sprint Additional Party will not be required to obtain any new
board resolutions from any Person that is a corporation or similar resolutions
or approvals from any Person that is a


                                       22



limited liability company, partnership or trust. Lessee will, and does hereby
agree to, indemnify, defend and hold the Sprint Indemnitees harmless from,
against and in respect of any and all Claims paid, suffered, incurred or
sustained by any Sprint Indemnitee and in any manner arising out of, by reason
of, or in connection with all deeds and activities performed by Lessee pursuant
to and under the authority granted by the power of attorney granted in this
Section 4(b) (including, without limitation, a violation failure to comply with
the foregoing requirements and limitations), provided, however, that such
indemnity shall not be for amounts payable under a Ground Lease after the Site
Expiration Outside Date, unless Lessee exercises its rights under Section 36
with respect to a Site or the terms and provisions of such Ground Lease that
extends beyond the Site Expiration Outside Date are not commercially reasonable.
Except as expressly provided in this Agreement, no amendment, renewal, extension
or other change to any Ground Lease desired by Lessee during the Term pursuant
to this Section 4 will be effected without the prior consent of Lessor, such
consent not to be unreasonably withheld, conditioned or delayed. Lessor or the
Sprint Additional Parties, as applicable, shall respond to any written request
that they execute or consent to the execution of a Ground Lease amendment within
ten (10) Business Days of written notice thereof, with a failure to respond
being deemed a consent to the execution of such Ground Lease amendment by
Lessee.

     (c) With respect to any negotiations with a Ground Lessor of the terms of a
renewal or extension of a Ground Lease (other than a renewal or extension
pursuant to an option contained in such Ground Lease which Lessor is obligated
to exercise pursuant to Section 4(a)), Lessee will, at Lessee's sole cost and
expense, use commercially reasonable efforts to negotiate and obtain an
extension or renewal of all Ground Leases of the Leased Sites and Other Interest
Sites on behalf of and for the benefit of Lessor, and Lessor, if requested by
Lessee, will make commercially reasonable efforts to assist Lessee in obtaining
such extension or renewal; provided, however, that such renewal or extension
does not impose any liability or obligation on Lessor, Sprint Collocator or any
of their respective Affiliates during the Term as to the applicable Site for
which Lessee is not responsible (or subsequently agrees to be responsible) under
the terms of this Agreement. If, at the conclusion of any such negotiations by
Lessee (a "LESSEE NEGOTIATED RENEWAL"), Lessee has obtained a proposal from the
applicable Ground Lessor for the renewal or extension of such Ground Lease that
provides for Renewal Ground Rent under such renewal or extension that does not
exceed one hundred sixty percent (160%) of the Expiring Ground Rent, does not
increase any revenue sharing thereunder and does not impose any other conditions
or responsibilities on the Lessee thereunder materially more onerous than in
such Ground Lease prior to the renewal thereof for such Site, Lessee agrees that
Lessee will be required to accept such proposal and use commercially reasonable
efforts to cause such renewal or extension to be entered into (subject to Sprint
Collocator not being in default hereunder at such Site beyond applicable notice
and cure periods provided herein); provided, however, that in such event the
Sprint Collocation Charge payable by Sprint Collocator under this Agreement for
the Sprint Collocation Space at the Site that is subject to such renewal or
extension will increase during the entire period of such renewal or extension
(and any subsequent renewals or extensions thereof exercised prior to the
applicable Withdrawal Date) by the amount of the Shared Ground Rent Increase
Payment. If the proposed Lessee Negotiated Renewal provides for Renewal Ground
Rent that exceeds one hundred sixty percent (160%) of the Expiring Ground Rent
or otherwise increases any revenue sharing thereunder or otherwise imposes any
other conditions materially more onerous than those contained in such Ground
Lease prior to the renewal thereof for such Site, and Lessee does not desire to
accept Renewal


                                       23



Ground Rent, Lessee shall so notify Lessor in writing of the Renewal Ground Rent
provided for in such Lessee Negotiated Renewal, and Lessor shall have right
(exercisable by written notice from Lessor to Lessee within thirty (30) days
after receipt of such notice from Lessee to Lessor) to either (i) require Lessee
to accept such proposal and use commercially reasonable efforts to cause such
Lessee Negotiated Renewal to be entered into (but only at a Renewal Ground Rent
not exceeding the amount of the Renewal Ground Rent contained in the proposed
Lessee Negotiated Renewal of which Lessor was so notified) or (ii) attempt to
negotiate the Renewal Ground Rent for the period of such renewal or extension
directly with the applicable Ground Lessor; provided, however, that in either of
such events, if any renewal or extension is thereafter entered into, the Sprint
Collocation Charge payable by Sprint Collocator under this Agreement for the
Sprint Collocation Space at the Site that is subject to such renewal or
extension will increase during the entire period of such renewal or extension
(and any subsequent renewals or extensions thereof exercised prior to the
applicable Withdrawal Date) by the amount of the Shared Ground Rent Increase
Payment. Lessee at any time may enter into any renewal or extension of a Ground
Lease on any commercially reasonable terms as it may elect. To the extent that
Lessee or any Affiliate of Lessee succeeds to the interest of any Ground Lessor
in and to the Ground Lease located at any Site, upon the expiration of the term
of such Ground Lease (and any renewal options contained therein), the term of
such Ground Lease shall thereafter be automatically renewed for additional five
(5) year terms on the same terms and conditions as the immediately preceding
renewal or extension term of the Ground Lease, provided, however, that the
Ground Rent thereunder shall be increased by an amount equal to the product of
(x) the Ground Rent in the term then expiring and (y) a fraction (but not less
than one), the numerator of which is the aggregate base Ground Rent payable
during the final term of said Ground Lease (prior to renewal in accordance with
this sentence) and the denominator of which is the aggregate base Ground Rent
payable during the term immediately preceding the final term of said Ground
Lease (prior to renewal in accordance with this sentence), assuming such terms
are of equivalent length (or, if not of equivalent length, then the period over
which the base Ground Rent for the expiring Ground Lease shall be calculated
shall match the length of the renewal or extension, as applicable), or if such
Ground Lease had only one term thereto, then the base Ground Rent shall increase
during each year of the renewal or extension at the periodic escalations, if
any, provided for in the immediately previous five (5) years of the term of such
Ground Lease.

     (d) Commencing from and after January 1, 2007, if on the date that is six
(6) months prior to the expiration of any Ground Lease, such Ground Lease has
not been renewed or extended, Lessee will so notify Lessor in writing, and
Lessor, at its option, may attempt to negotiate such renewal or extension and if
Lessee has not previously used commercially reasonable efforts pursuant to
Section 4(c) to obtain such renewal or extension, Lessee will reimburse Lessor
for its reasonable out of pocket expenses relating to such negotiation;
provided, however, that Lessor will not in connection with such renewal or
extension, without the approval of Lessee, agree to any revenue sharing in
excess of existing revenue sharing arrangements. If Lessor completes the
foregoing negotiations for, and executes and delivers, such renewal or extension
(a "LESSOR NEGOTIATED RENEWAL"), the Term as to such Site shall continue in full
force and effect; provided, however, that the Sprint Collocation Charge payable
by Sprint Collocator under this Agreement for the Sprint Collocation Space at
the Site that is subject to the Lessor Negotiated Renewal will increase during
the entire period of such Lessor Negotiated Renewal (and any subsequent renewals
or extensions thereof) by the amount of the Shared Ground Rent


                                       24



Increase Payment. Notwithstanding anything in this Agreement to the contrary,
however, in the event of an increase in the Sprint Collocation Charge as a
result of the payment by Sprint Collocator of any Shared Ground Rent Increase
Payment under this Agreement, no portion of the Sprint Collocation Charge
attributable to any Shared Ground Rent Increase Payment shall be subject to the
annual increase in the Sprint Collocation Charge provided for in Section 11(b)
(except that Sprint Collocator will be obligated to pay as a part of the Sprint
Collocation Charge any periodic increases in the Shared Ground Rent Increase
Payment based on increased rent, fees and other charges provided for in the
applicable Ground Lease during the period of the applicable renewal or
extension). The foregoing sentence shall not limit the annual increase in the
portions of the Sprint Collocation Charge other than the Shared Ground Rent
Increase Payment as provided in Section 11(b). If Lessor or Lessee is not able
to renew or extend any Ground Lease in accordance with Section 4(c) and this
Section 4(d), then the Parties will permit such Ground Lease to expire on the
applicable expiration date, in which event this Agreement will have no further
force and effect as to the Leased Site or Other Interest Site, as applicable, to
which such Ground Lease applies except for such obligations accruing prior to or
as of such expiration date that are then unperformed.

     (e) Notwithstanding anything in this Agreement to the contrary, with
respect to any Lessee Negotiated Renewal or Lessor Negotiated Renewal with
respect to a Site pursuant to which Sprint Collocator is obligated to pay any
Shared Ground Rent Increase Payment in accordance with the provisions of Section
4(c) or 4(d), Sprint Collocator agrees that (i) if such Lessee Negotiated
Renewal or Lessor Negotiated Renewal provides for Renewal Ground Rent that
exceeds one hundred sixty percent (160%) of the Expiring Ground Rent and Sprint
Collocator exercises its Withdrawal Right with respect to such Site so that the
Withdrawal Date for such Site would occur during the term of such Lessee
Negotiated Renewal or Lessor Negotiated Renewal, the Withdrawal Date for such
Site shall be automatically extended to, and shall be, the expiration date of
the then current term of such Lessee Negotiated Renewal or Lessor Negotiated
Renewal, (or if such Ground Lease has been extended prior to such exercise of
the Withdrawal Right, the Withdrawal Date shall be automatically extended until
the expiration of the next applicable Ground Lease term) and (ii) if such Lessee
Negotiated Renewal or Lessor Negotiated Renewal provides for Renewal Ground Rent
exceeding one hundred thirty percent (130%), but equal to or less than one
hundred sixty percent (160%), of the Expiring Ground Rent for such Site, and
Sprint Collocator exercises its Withdrawal Right with respect to such Site so
that the Withdrawal Date for such Site would occur during the term of such
Lessee Negotiated Renewal or Lessor Negotiated Renewal Sprint Collocator shall
continue to pay to Lessee the portion of the Sprint Collocation Charge
attributable to the Shared Ground Rent Increase Payment for such Site (but no
other portion of the Sprint Collocation Charge) in accordance with the
provisions of this Agreement until the earlier of (y) the expiration of the then
current term of such Lessee Negotiated Renewal or Lessor Negotiated Renewal (or
if such Ground Lease has been extended prior to such exercise of the Withdrawal
Right, the Withdrawal Date shall be automatically extended until the expiration
of the next applicable Ground Lease term) or (z) the fifth (5th) anniversary of
the commencement of the then current term of such Lessee Negotiated Renewal or
Lessor Negotiated Renewal (or if such Ground Lease has been extended prior to
such exercise of the Withdrawal Right, the Withdrawal Date shall be
automatically extended until the expiration of the next applicable Ground Lease
term). Notwithstanding the foregoing provisions of this Section 4(e), the
obligations of Sprint Collocator in clause (ii) of the immediately preceding
sentence of this Section 4(e) shall not


                                       25



apply with respect to any Lessor Negotiated Renewal (without in any manner
otherwise affecting the obligations of Sprint Collocator under clause (i) of the
immediately preceding sentence) if Lessee did not use commercially reasonable
efforts pursuant to Section 4(c) to obtain a renewal or extension of the Ground
Lease that was renewed or extended pursuant to such Lessor Negotiated Renewal.
Lessee's commercially reasonable efforts shall mean providing Sprint Collocator
evidence, which may be a certification as to item (x), that it either (x)
engaged in active negotiations with the applicable Ground Lessor or (y) sent
regular correspondence to the applicable Ground Lessor with respect to renewing
such Ground Lease, in either case, at least six (6) months prior to the
expiration of such Ground Lease. Any dispute under this Section 4 shall be
subject to arbitration in accordance with the procedures set forth in Section
31(h). If a Withdrawal Right is exercised with respect to a Site that is the
subject of Lessor Negotiated Renewal or a Lessee Negotiated Renewal, Lessee
shall have no obligation to exercise any further extension options under the
Ground Lease applicable to such Site.

     (f) Upon receipt by Lessor or any other Sprint Group Member of any notice
of default or notice of an act or omission which could with the passing of time
and/or the giving of notice constitute an event of default under a Ground Lease
or non-compliance with a term of a Ground Lease (the "DEFAULT NOTICE"), Lessor
will, within five (5) Business Days after receipt of the Default Notice or such
shorter time as is reasonably necessary to avoid a termination of such Ground
Lease, provide Lessee with a copy of the Default Notice. If such default or
non-compliance with a term of a Ground Lease is caused by Lessee or any Tower
Subtenant, Lessee will, and will cause the applicable Tower Subtenant to, cure
or otherwise remedy such default or noncompliance. If such default or
non-compliance is caused by Sprint Collocator, or any other Sprint Group Member,
Lessor or Sprint Collocator will cause such default or non-compliance to be
cured or otherwise remedied at its sole cost and expense. Lessor and each Sprint
Additional Party hereby agree that if because of the failure of Lessor, any
Sprint Additional Party or any other Sprint Group Member to perform of any of
its duties, obligations, liabilities or responsibilities under any Ground Lease
that results in a default under and termination of a Ground Lease (unless such
duty, obligation, liability or responsibility is assumed by Lessee hereunder),
Sprint Collocator shall pay to Lessee an amount equal to the Unamortized Rent as
of the date of termination of the Ground Lease for the affected Site; provided,
however, that such payment shall be and constitute liquidated damages (and not
as a penalty) to Lessee hereunder on account of such failure, it being agreed
between the Parties that the actual damages to Lessee in such event are
impractical to ascertain and the amount of the Unamortized Rent is a reasonable
estimate thereof, and Lessee hereby expressly waives and relinquishes any and
all other remedies at law or in equity.

     SECTION 5. COLLOCATION AGREEMENTS.

     (a) Without limiting the generality of Section 4, Lessee expressly
acknowledges that, as to each Site, this Agreement is subject to all Collocation
Agreements currently in effect with respect to such Site as are set forth in the
Agreement to Lease and Sublease. In respect of each Master Lease Site, by
execution of this Agreement as to the Initial Master Lease Sites and thereafter
as of the Conversion Closing Date for each additional Master Lease Site, Lessor
does transfer, assign and convey over unto Lessee, for the Term as to such
Master Lease Site, all of its rights, title and interest in, to or under any
Collocation Agreements affecting such Master Lease Site and shall execute
documentation reasonably necessary to confirm same to a counterparty


                                       26



under a Collocation Agreement, within ten (10) Business Days of receipt of a
request therefor by Lessee, provided, that Lessor and each Sprint Additional
Party will not be required to obtain any new board resolutions from any Person
that is a corporation or similar resolutions or approvals from any Person that
is a limited liability company, partnership or trust. In respect of each
Pre-Lease Site, Lessor and each Sprint Additional Party does hereby (on its
behalf and on behalf of any Affiliate thereof that is a party thereto) delegate
all of its respective rights, duties, obligations and responsibilities under the
Collocation Agreements to Lessee for the Term as to such Site for periods
occurring from and after the Effective Date and shall execute documentation
reasonably necessary to confirm same to a counterparty under a Collocation
Agreement, within ten (10) Business Days of receipt of a request therefor by
Lessee, provided, that Lessor and each Sprint Additional Party will not be
required to obtain any new board resolutions from any Person that is a
corporation or similar resolutions or approvals from any Person that is a
limited liability company, partnership or trust. Lessee does hereby assume and
agree to pay and perform all of the duties, obligations, liabilities and
responsibilities of Lessor and all Sprint Additional Parties under the
Collocation Agreements affecting each Site arising from and after the Effective
Date, and Lessee will receive all rents payable under such Collocation Agreement
for periods occurring from and after the Effective Date. Lessor, each Sprint
Additional Party and Lessee acknowledge and agree that in connection with the
transactions described in this Section 5(a), certain of the Collocation
Agreements may be required to be bifurcated as provided in Section 6.11 of the
Agreement to Lease and Sublease and shall be subject to further bifurcation as
provided in Section 41(f).

     (b) Lessee will, and does hereby agree to, indemnify, defend and hold the
Sprint Indemnitees harmless from, against and in respect of any and all Claims,
paid, suffered, incurred or sustained by any Sprint Indemnitee and in any manner
arising out of, by reason of, or in connection with any failure of the duties,
obligations, liabilities and responsibilities of Lessor or the Sprint Additional
Parties under any of the Collocation Agreements (solely in their role as
"landlord" thereunder and not with respect to the use and operation of the
Sprint Collocation Space or otherwise as the subtenant of a Site) affecting each
Site and arising from and after the Effective Date, to be fully and completely
performed pursuant to the Collocation Agreements; provided, however, that the
foregoing indemnification shall not be deemed to abrogate or impair the
operation or effect of any representations or warranties of the Sprint
Additional Party made with respect to the Collocation Agreements in the
Agreement to Lease and Sublease or be applicable to a matter that constitutes an
Excluded Liability under, and as defined in, the Agreement to Lease and
Sublease.

     (c) Sprint Collocator hereby agrees to indemnify, defend and hold the
Lessee Indemnitees harmless from, against and in respect of any and all Claims,
paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner
arising out of, by reason of, or in connection with any failure of the duties,
obligations, liabilities and responsibilities of Lessor or any Sprint Additional
Party or any other Sprint Group Member under any of the Collocation Agreements
affecting each Site and arising (i) prior to the date hereof, to be fully and
completely performed pursuant to the Collocation Agreements, (ii) during the
Term of this Agreement and is related to an action or failure to act by the
Sprint Additional Parties or any of their respective Affiliates required under
this Agreement, or (iii) following the expiration of the Term as to any Site to
which any such Collocation Agreement applies from and after the date that any
such


                                       27



Collocation Agreement is reassigned or deemed reassigned to Lessor or its
designee as provided in Section 5(d).

     (d) Unless Lessee exercises the purchase option with respect to a Site
under Section 36 of this Agreement, the assignment by Lessor to Lessee of the
Collocation Agreements in respect of each Site will automatically terminate and
expire and such Collocation Agreements will automatically be (or be deemed)
reassigned or assigned, as the case may be, to Lessor or its designee, and
Lessor or its designee will accept such reassignment or assignment, as the case
may be, upon the expiration of the Term of, or earlier termination of, this
Agreement in respect of such Site.

     SECTION 6. SPRINT COLLOCATION SPACE.

     (a) Lessor, Sprint Collocator and Lessee expressly acknowledge that, at all
times during the Term as to each Master Lease Site, the Sprint Collocation Space
of each Master Lease Site will be deemed to be leased, subleased or otherwise
made available by Lessor to Lessee, and subleased back or otherwise made
available to Sprint Collocator, pursuant to this Agreement, and the Sprint
Collocation Space at each Pre-Lease Site will be deemed reserved for or
otherwise be made available to Sprint Collocator pursuant to this Agreement, in
each case for the exclusive possession and use by Sprint Collocator and its
Affiliates and permitted transferees, whether or not such Sprint Collocation
Space is now or hereafter occupied. As a part of the Sprint Collocation Space of
each Site, Lessee also grants to Sprint Collocator as to each Master Lease Site,
and Sprint Collocator reserves and shall at times retain (for the benefit of
Sprint Collocator or any of its Affiliates and except to the extent limited by
any restrictions contained in any applicable Ground Lease, the Permitted
Encumbrances or by Law): (i) a non-exclusive right and easement (over the
surface of the Site), but subject to the terms of this Agreement, the Ground
Leases, the rights of Tower Subtenants, any other agreements affecting the Site
existing prior to the Effective Date (not entered into by Lessee or its
Affiliates) and such commercially reasonable rules and regulations as Lessee may
from time to time propagate (such rules and regulations to be applied uniformly
by Lessee between Sprint Collocator and Tower Subtenants) and applicable Laws,
for ingress to and egress from the entire Site, and access to the entire Tower
and all Improvements to such Site and Tower, at such times (on a 24-hour, seven
(7) day per week basis unless otherwise limited by the Ground Lease), to such
extent, and in such means and manners (on foot or by motor vehicle, including
trucks and other heavy equipment), as Sprint Collocator deems reasonably
necessary in connection with its full use and enjoyment of the Sprint
Collocation Space, including, without limitation, a right to construct, install,
use, operate, maintain, repair and replace its Communications Equipment on the
applicable Sprint Collocation Space; and (ii) the right, exercisable only during
periods during which Sprint Collocator is actively performing work at a Site
(and subject to the terms of the applicable Ground Lease and applicable Laws),
to use any unoccupied portion of the ground space at the applicable Site for
purposes of temporary location and storage (but only during the period of the
performance of such work at such Site) of any of its Communications Equipment
and for performing any repairs or replacements (provided that such use and
occupancy of any unoccupied portion of a Site will not materially adversely
affect the use and occupancy by, or interfere with the operations of, a Tower
Subtenant or Lessee of the Site, and, provided further that Sprint Collocator
will be required to remove any of its stored Communications Equipment on any
unoccupied portion of the Site upon fifteen (15) days prior written notice from
Lessee if


                                       28



such unoccupied portion of the Site is under sublease or other occupancy
arrangement with a Tower Subtenant that is prepared to take occupancy of such
portion of the Site or is otherwise required for use by Lessee for work or
storage at such Site); and (iii) a non-exclusive right and easement for the use,
operation, maintenance, repair and replacement of all utility lines, Equipment
and appurtenances now existing and located on the Site and providing electrical
and any other utility service to Sprint's Communications Facility on the Site,
which right and easement includes the right of Sprint Collocator and its agents,
employees and contractors to enter upon the Site to repair, maintain and replace
such utility facilities.

     (b) Notwithstanding the foregoing provisions of this Section 6, except in
the event of an Emergency, Sprint Collocator shall give Lessee at least ten (10)
days prior written notice of its intention to undertake any activity that
involves having Sprint Collocator or its contractors, subcontractors, engineers,
agents, advisors, consultants, representatives, or other Persons authorized by
Sprint Collocator to (i) climb the Tower at any Site (and in the event of an
Emergency Sprint Collocator will provide such notice of having climbed the Tower
promptly after performed such act), (ii) perform construction or maintenance
activities that might reasonably be expected to temporarily or permanently
affect access or use of a Site or (iii) involves the use of heavy equipment. No
representation is made by Lessee with respect to whether any Sites are
accessible by trucks or other heavy equipment or are currently capable of being
utilized by same, and Lessee shall have no obligation to Sprint Collocator to
build access roads that are accessible by trucks or other heavy equipment or to
prepare the Site to be utilized by same; provided, however, that Lessor will be
required to maintain in such order and repair as would be required under
industry standards such access roads existing as of the Effective Date and
agrees not to take any action (except as required by Law, a Governmental
Authority, the applicable Ground Lease existing prior to the Effective Date, any
Collocation Agreement existing prior to the Effective Date or other agreement
affecting the Site existing prior to the Effective Date (and not entered into by
Lessee or its Affiliates)) that would materially diminish or impair any means of
access to any Site existing as of the Effective Date. The Sprint Collocation
Space at each Site, on the Land constituting a portion of such Site, shall
include an additional unobstructed buffer area three (3) feet in width along and
around the perimeter of all portions of Sprint's Improvements located on such
Land (collectively, the "SPRINT BUFFER ZONE"); provided, however, that Sprint
Collocator acknowledges and agrees that (i) with respect Sprint's Improvements
located on the Land at any Site on the Effective Date, the Sprint Buffer Zone is
hereby established only to the extent it exists on any Site as of the Effective
Date, (ii) with respect to the portions of Sprint's Improvements consisting of
cable runs, the Sprint Buffer Zone need not necessarily include an area three
(3) feet in width around the perimeter thereof so long as Sprint Collocator has
reasonable access to such portions of Sprint's Improvements for the purposes of
maintenance, repair and replacement thereof. If the Sprint Buffer Zone (coupled
with applicable zoning, setback or other Laws or terms in the applicable Ground
Lease or agreements with other Tower Subtenants) effectively limits Lessee's
ability to lease, license or otherwise allow space at a Site to be used by a
prospective Tower Subtenant in a commercially reasonable manner, then the Lessee
may, by written notice to Sprint Collocator, request Sprint Collocator to reduce
the size of the Sprint Buffer Zone to accommodate the reasonable requirements of
such prospective Tower Subtenant. Each such request shall be accompanied by
reasonable information that will enable Sprint Collocator to determine the
nature and location of the requested reduction and the extent of the proposed
encroachment into the Sprint Buffer Zone, and Sprint Collocator agrees to not
unreasonably withhold, condition or delay its consent to any


                                       29



such request. If Sprint Collocator consents to such a reduction in the Sprint
Buffer Zone, then such reduction shall be effective only during the period
during which the permitted encroachment into the Sprint Buffer Zone exists, and
at such time as the Improvements or Equipment at the applicable Site that
encroach upon the Sprint Buffer Zone and are the subject of the permitted
reduction are permanently removed, the Sprint Buffer Zone shall be reinstated to
the extent it existed prior to the time of the permitted reduction. In addition,
if at any time Sprint Collocator has ceased use of any portion of the Sprint
Collocation Space on the Tower that contained Communications Equipment located
outside the Sprint Tower Envelope on the Effective Date, then Lessee may, by
written notice to Sprint Collocator, request Sprint Collocator to permit Lessee
to use such unused portion of the Sprint Collocation Space to accommodate the
reasonable requirements of such prospective Tower Subtenant, and Sprint
Collocator agrees to not unreasonably withhold, condition or delay its consent
to any such request.

     (c) Notwithstanding anything in this Agreement to the contrary, (i) Lessor,
Lessee and Sprint acknowledge and agree that certain Sites as identified on
Exhibit A, are either being leased, subleased or otherwise made available by
Lessor to Lessee or being operated by Lessee pursuant to this Agreement but are
not subject to the sublease to or reservation by Sprint Collocator of any Sprint
Collocation Space (such Sites, along with any Site where Sprint Collocator
exercises its Withdrawal Rights from and after the Withdrawal Date for such
Site, the "NON-COLLOCATION SITES"), and the duties and obligations of Sprint
Collocator in this Agreement regarding Sprint Collocation Space shall not be
applicable to the Non-Collocation Sites and (ii) Lessee shall have no duties to
Lessor or Sprint with respect to such Non-Collocation Sites pursuant to Sections
6 and 25. On the Effective Date, the number of Sites either subleased back or
otherwise made available to Sprint Collocator is 122.

     (d) Sprint Collocator will, at all times during the Term as to any Site, at
Sprint Collocator's sole cost and expense, keep and maintain Sprint's
Communications Equipment and Sprint's Improvements in a structurally safe and
sound condition and in working order.

     (e) Without limiting any of Lessee's rights or obligations under this
Agreement, Lessee acknowledges and agrees that Lessee will not engage, nor will
it permit any Tower Subtenant to engage, in any conduct or activity that might
reasonably be expected to interfere (excluding electrical interference which
will be governed by Section 15) with Sprint Collocator's peaceful and quiet
enjoyment of the Sprint Collocation Space or the use and operation of Sprint
Collocator of Sprint's Communications Equipment at such Site. Notwithstanding
anything to the contrary herein, in no event shall Lessee be required to enforce
any rights against or resolve any disputes with a Tower Subtenant who at the
time of such enforcement action or dispute is an Affiliate of Sprint.

     (f) Without limiting the rights or obligations of Sprint Collocator under
this Agreement, Sprint Collocator acknowledges and agrees that it will not
engage, nor permit its Affiliates to engage, in any conduct or activity that
might reasonably be expected to interfere (excluding electrical interference
which will be governed by Section 15) with Lessee's or any Tower Subtenant's
peaceful and quiet enjoyment of its space on any Tower or the use and operation
of Communications Equipment by any Tower Subtenant.


                                       30



     (g) Sprint Collocator agrees to indemnify and hold the Lessee Indemnitees
harmless from and against and in respect of any and all Claims, paid, suffered,
incurred or sustained by any Lessee Indemnitee and in any manner arising out of,
by reason of, or in connection with the activities of Sprint Collocator or any
of its Affiliates in connection with any work at any applicable Site performed
at by or at the direction of Sprint Collocator or its Affiliates (but not
including any work at any Site that Lessee is required to perform pursuant to
this Agreement). Sprint Collocator shall restore any property damage to any Site
or appurtenant property or any access roads thereto in connection with any such
work caused by motor vehicles, trucks or heavy equipment of Sprint Collocator,
any of its employees, agents, contractors or designees. If such restoration work
is not performed by Sprint Collocator within fifteen (15) days after written
notice from Lessee (or if not capable of being performed within such fifteen
(15) day period, then within a reasonable period of time provided that Sprint
Collocator is actively and diligently pursuing completion of such restoration
work), Lessee may, but shall not be obligated to perform such work on behalf of
an for the account of Sprint Collocator, and Sprint Collocator shall reimburse
Lessee for the costs of such restoration work within fifteen (15) days after
demand thereof, together with reasonable evidence of the incurrence of such
costs.

     (h) Lessee agrees to and does hereby waive and relinquish any lien of any
kind and any and all rights, including levy, execution and sale for unpaid
rents, that Lessee may have or obtain on or with respect to any of Sprint's
Communications Equipment.

     SECTION 7. PERMITTED USE.

     (a) Lessee will use, and will permit the use of, the Leased Property at
each Site only for the Permitted Use.

     (b) Lessee will not use, or permit to be used, any Site, or any portion of
such Site, by Lessee, any Person or the public in such manner as might
reasonably be expected to impair Lessor's title to, or interest or rights in,
such Site, or any portion of such Site, or in such manner as might reasonably
make possible a Claim or Claims of adverse usage or adverse possession by the
public, as such, or any Person, or of implied dedication of any of the Leased
Property of such Site (provided there is no obligation to monitor or control use
of the Site by Sprint Collocator or its Affiliates). Nothing contained in this
Agreement and no action or inaction by Lessor, Sprint Collocator or any of their
respective Affiliates will be deemed or construed to mean that Lessor or Sprint
Collocator has granted to Lessee any right, power or permission to do any act or
make any agreement that may create, or give rise to or be the foundation for any
such right, title, interest, lien, charge or other encumbrance upon the estate
of Lessor in any Site.

     (c) Sprint Collocator will use the Sprint Collocation Space at each Site
only for installation, use, operation, repair and replacement of Sprint's
Communications Facility. Sprint Collocator will not use the Sprint Collocation
Space at any Site in such manner as might reasonably be expected to impair
Lessee's rights or interest in such Site or in such manner as might reasonably
make possible a Claim or Claims of adverse usage or adverse possession by the
public, as such, or any other Person (other than Sprint Collocator or any of its
Affiliates), or of implied dedication of such Sprint Collocation Space. Except
as specifically permitted hereunder, Sprint Collocator and its Affiliates shall
have no right to use or occupy any space at any Site


                                       31



other than the Sprint Collocation Space that it occupies from time to time in
accordance with the terms of this Agreement.

     SECTION 8. ACCESS.

     Except to the extent limited by any restrictions contained in any
applicable Ground Lease, the Permitted Encumbrances, this Agreement or by Law,
the interest or rights of Lessee in or to each Site under this Agreement
includes, as an appurtenance thereto, a non-exclusive right for access to the
Leased Property of each Site on a 24-hour, seven (7) day per week basis, on foot
or motor vehicle, including trucks and other heavy equipment, for the
installation and maintenance of the Tower and Improvements of such Site and the
Communications Facilities of Tower Subtenants. The Parties acknowledge and agree
that the right to access to any portion of the Leased Property of each Site
granted pursuant to this Section 8 will be granted to Lessee and its authorized
contractors, subcontractors, engineers, agents, advisors, consultants,
representatives, or other persons authorized by Lessee and, under Lessee's
direct supervision, and to Tower Subtenants, subject to any restrictions
contained in the applicable Ground Lease, the Permitted Encumbrances, this
Agreement or by Law.

     SECTION 9. TERM.

     (a) The term of this Agreement, as to each Master Lease Site, will commence
on the Effective Date with respect to the Initial Master Lease Sites and
Conversion Closing Date (as acknowledged and confirmed in the applicable Site
Designation Supplement) with respect to all other Master Lease Sites and will
expire on the Site Expiration Date for such Site. The term of this Agreement, as
to each Pre-Lease Site, will commence on the Effective Date and will expire on
the Site Expiration Date for such Site; provided; however, that the term of this
Agreement as to any Pre-Lease Site shall automatically expire as a result of a
Conversion Closing under the provisions of the Agreement to Lease and Sublease,
in which event the Pre-Lease Site will automatically be converted to and become
a Master Lease Site hereunder as of the Conversion Closing Date for such Site,
and no further instrument will be required to evidence such conversion;
provided, however, that upon the request of any Party, the Parties will promptly
execute such instruments as may be reasonably required to further evidence such
conversion. This Agreement will remain in full force and effect until the
expiration or earlier termination of the term of this Agreement as to all Sites.

     (b) No surrender by Lessee to Lessor of the Leased Property of any Master
Lease Site or any portion of such Site, prior to the expiration of the Term as
to such Master Lease Site will be valid or effective unless agreed to and
accepted in writing by Lessor, and no act by Lessor, other than such a written
acceptance, will constitute an acceptance of any such surrender.

     (c) Upon expiration or earlier termination of the Term as to any Master
Lease Site or as to any Pre-Lease Site prior to any Conversion Closing for such
Pre-Lease Site, Lessee, if requested by Lessor, will, at its cost and expense
and in accordance with instructions of Lessor, within a reasonable period of
time, but in no event less than thirty (30) days or such shorter period of time
as may be required under any applicable Ground Lease, (i) cause the Tower
Subtenants on such Site to stop and cease the operation of their respective
Communications Facilities on such Site (but only to the extent that any such
Tower Subtenant, in Lessee's


                                       32



reasonable judgment, does not occupy such Site pursuant to a commercially
reasonable Collocation Agreement) and (ii) to the extent permitted by the
applicable Ground Lease, remove all of Lessee's Severable Alterations from such
Site and restore each Site substantially to the condition it was in on the
Effective Date, subject to the addition of any permitted Non-Severable
Alterations; provided, however, that upon expiration or earlier termination of
the Term as to any Site upon the expiration or termination of any Ground Lease,
if required by the applicable Ground Lease, Lessee will remove the Tower and any
Improvements (whether or not constituting Severable Alterations) from such Site
and otherwise restore such Site to the condition required under the applicable
Ground Lease. The Tower and any Improvements so removed (to the extent not
constituting Severable Alterations of Lessee) will either be (i) delivered by
Lessee to any Person designated by Lessor for disposition by Lessor or its
designee, who shall pay to Lessee its cost of removal thereof, up to the net
sales proceeds such Person receives from the dispositions thereof, or (ii) sold
or otherwise disposed of by Lessee for not less than their salvage value, and
the net proceeds of such sale or other disposition after deducting Lessee's cost
of removal thereof will be paid to Lessor when and as received by Lessee. Any
Severable Alterations not removed by Lessee within such 30-day period will, at
Lessor's option, be deemed abandoned by Lessee and title to such Severable
Alterations will automatically, without further action, vest in Lessor. Except
as set forth in Section 41, in the event of the expiration of the Term as to any
Site prior to the Site Expiration Outside Date, and without limiting any of
Lessee's other rights or remedies hereunder, Lessee will have no right or claim
to any refund or credit of any portion of the prepaid Rent for such Site. Each
Site shall be delivered by Lessee to Lessor at the end of the Term as to such
Site in the condition required by this Agreement and shall otherwise be
delivered to Lessor in good condition, repair and order, reasonable wear and
tear and casualty and condemnation which Lessee is not required to repair
excepted, but without any implied warranties.

     (d) Upon expiration or earlier termination of the Term as to any Master
Lease Site or any Pre-Lease Site (other than as a result of the conversion of
such Pre-Lease Site to a Master Lease Site hereunder), Lessee, if requested by
Lessor, will deliver or cause to be delivered to Lessor (i) copies of all
written (and effective) Ground Leases, Collocation Agreements and material
Governmental Approvals solely related to such Site or, to the extent not solely
related, appropriate extracts thereof, and (ii) copies of, or extracts from, all
current files and records of Lessee solely related to the ownership, occupancy
or leasing of such Site or, to the extent not so solely related, appropriate
extracts thereof; provided, that Lessee will not be required to deliver to
Lessor any privileged document and Lessee, in its sole discretion, may deliver
such documents in electronic form.

     (e) Unless and until Lessee has exercised its purchase option under Section
36, Lessor will maintain or replace all Tower Removal Bonds as are in existence
as of the Effective Date with respect to the Sites (and provide Lessee copies of
same), unless any such Tower Removal Bond is no longer required with respect to
a Site. Lessee will, and does hereby agree to, indemnify, defend and hold the
Sprint Indemnitees harmless from, against and in respect of any and all Claims
paid, suffered, incurred or sustained by any Sprint Indemnitee and in any manner
arising out of, by reason of or in connection with the failure of Lessee to
comply with the conditions of the Tower Removal Bonds or any claim made by an
obligee on, or any payment made to, such obligee under any Tower Bond.


                                       33



     SECTION 10. WITHDRAWAL.

     (a) Sprint Collocator at each Site will have Withdrawal Rights, which will
be exercisable in respect of any Site only if the applicable Withdrawal Date is
(i) on the tenth (10th) anniversary of the Effective Date (the "TEN YEAR
WITHDRAWAL DATE"), (ii) on the last day of each successive five (5) year period
thereafter or (iii) at any time after the Ten Year Withdrawal Date if there is
an occurrence of a Withdrawal Cause. To exercise any such Withdrawal Rights with
respect to any Site, Sprint Collocator will give Lessee written notice of such
exercise (the "WITHDRAWAL NOTICE"), as applicable (A) not less than one (1) year
prior to the Ten Year Withdrawal Date, (B) one hundred eighty (180) days prior
to any applicable Withdrawal Date pertaining to any five (5) year period
following the Ten Year Withdrawal Date, and (C) ninety (90) days prior to any
Withdrawal Date occurring as a result of the occurrence of Withdrawal Cause. If
Sprint Collocator exercises the Withdrawal Rights as to any Site, Sprint
Collocator will not be required to pay the Sprint Collocation Charge with
respect to such Site for the period occurring after the Withdrawal Date
specified in the applicable Withdrawal Notice. Not later than the Withdrawal
Date of any Site, Sprint Collocator will vacate the Sprint Collocation Space of
such Site and remove, at Sprint Collocator's cost and expense, all of Sprint's
Communications Equipment at such Site (and otherwise leave the vacant Sprint
Collocation Space in good condition, repair and order (reasonable wear and tear
and loss by casualty and condemnation excepted) and shall remove all of Sprint's
Communications Equipment therefrom and restore any damage thereto caused by,
through or under any Sprint Group Member), if such Sprint Collocation Space is
occupied, whereupon Sprint Collocator's right to occupy and use the Sprint
Collocation Space of such Site pursuant to this Agreement will be terminated. At
the request of either Sprint Collocator or Lessee, the appropriate Parties will
enter into documentation, in form and substance reasonably satisfactory to such
Parties, evidencing any withdrawal effected pursuant to this Agreement.

     (b) In addition to, and not in limitation of any right of Sprint Collocator
under Section 10(a), and notwithstanding anything in this Agreement to the
contrary, without limiting or diminishing Sprint Collocator's payment
obligations hereunder in any manner, including its obligation to pay Sprint
Collocation Charge, Sprint Collocator will not have any obligation to occupy, or
to operate a Communications Facility on, the Sprint Collocation Space of any
Site, and Sprint Collocator will have the right, exercisable at any time during
the Term as to any Site, to cease occupying or operating Sprint's Communications
Facility on the Sprint Collocation Space of such Site, and retain its right to
such Sprint Collocation Space and may permit any of its Affiliates to occupy
such Sprint Collocation Space, so long as Sprint Collocator remains the primary
obligor for the Sprint Collocation Charge in respect of such Site and such
Affiliates' use of the Sprint Collocation Space is in accordance with all the
terms and conditions of this Agreement. In no event shall such use and occupancy
by an Affiliate of Sprint diminish Sprint Collocator's rights and obligations
hereunder.

     SECTION 11. RENT AND PRE-LEASE RENT; SPRINT COLLOCATION CHARGE.

     (a) Lessee will prepay Rent in respect of the Leased Property of each of
the Initial Master Lease Sites for the entire Term as to such Master Lease Site
on the Effective Date. Lessee will prepay the Pre-Lease Rent in respect of the
Leased Property of each Pre-Lease Site for the entire Term as to such Pre-Lease
Site on the Effective Date for each Pre-Lease Site. Such


                                       34



Rent and Pre-Lease Rent will be specifically allocated to the periods as set
forth in Exhibit H ("ALLOCATED RENT"); provided, however, that if any Pre-Lease
Site becomes a Master Lease Site as a result of a Conversion Closing, then the
remaining portion of the Pre-Lease Rent attributable to the periods from and
after the Conversion Closing Date will thereafter be credited to and constitute
Rent for such Master Lease Site for the corresponding periods after such
Conversion Closing Date; and provided, further, that such allocation of Rent and
Pre-Lease Rent shall in no event fail to qualify for the uneven rent test
provided for in Treasury Regulations Section 1.467-3(c)(4). For each calendar
month during the Term as to each Site, Sprint Collocator at each Site will pay
the Sprint Collocation Charge with respect to the Sprint Collocation Space for
such Site (or if there is more than one Tower at such Site on which Sprint
Collocator or its Affiliates maintain Sprint Collocation Space, with respect to
the Sprint Collocation Space of each Tower at such Site), in advance on the
first day of each such month, beginning on the Effective Date. Lessee agrees
that, except pursuant to the terms of Sections 4(f) and 41 and any provision
contained in the Agreement to Lease and Sublease that expressly provides for the
same, the Rent and the Pre-Lease Rent are non-refundable and that Lessee will
have no right of abatement, reduction, setoff, counterclaim, rescission, refund,
defense or deduction with respect thereto. Sprint Collocator agrees that it will
have no right of abatement (except as set forth in Section 14), reduction,
setoff, counterclaim, rescission, refund, defense or deduction with respect to
any payment of the Sprint Collocation Charge (including any Shared Ground Rent
Increase Payment) or any amount payable by Sprint Collocator pursuant to Section
11(g).

     (b) The following terms will have the following definitions:

     "PRE-LEASE RENT" means, as to any Pre-Lease Site, the amount prepaid by
Lessee to Lessor with respect to such Pre-Lease Site pursuant to this Agreement
and as specified in Exhibit H, and "RENT" means, as to any Master Lease Site,
the amount prepaid by Lessee to Lessor with respect to such Master Lease Site
pursuant to this Agreement and as specified in Exhibit H (and as credited in
Section 11(a)). Pre-Lease Rent and Rent are intended to constitute "fixed rent"
(as such term is defined in Treasury Regulations Section 1.467-1(h)(3)).

     "SPRINT COLLOCATION CHARGE" means, as to any Sprint Collocation Space at
any Site, the monthly amount payable to Lessee by Sprint Collocator for the
sublease, use and occupancy, as applicable, of the Sprint Collocation Space at
such Site pursuant to this Agreement in an amount equal to $1,400 per month
subject to an annual increase on each CPI Change Date equal to the lesser of (a)
three percent (3%) or (b) the applicable CPI Change plus two percent (2%).

     (c) If the Effective Date is a day other than the first day of a calendar
month, the applicable Sprint Collocation Charge for the period from the
Effective Date through the end of the calendar month during which the Effective
Date occurs will be prorated on a daily basis, and will be included in the
calculation of and payable with the Sprint Collocation Charge for the first full
calendar month of the Term. If the date of the expiration of the Term as to any
Site is a day other than the last day of a calendar month, the applicable Sprint
Collocation Charge for such calendar month will be prorated on a daily basis. On
the Effective Date, the aggregate number of Sites for which the Sprint
Collocation Charge is payable on the Effective Date is 122.

     (d) If Sprint Collocator does not pay all or any portion of the Sprint
Collocation Charge (the "UNPAID Amount") or any Ongoing Revenue Sharing Payment
when due and


                                       35



payable, Sprint Collocator will pay Lessee a late charge equal to the product of
(i) the lesser of (A) the Prime Rate plus one and one-half percent (1.5%) or (B)
twelve percent (12%) per annum and (ii) the Unpaid Amount calculated for each
day from the date on which the outstanding Unpaid Amount was due until the date
of payment of such Unpaid Amount in full.

     (e) Notwithstanding that Rent and Pre-Lease Rent shall be prepaid in
accordance with Section 11(a), the Parties agree that, for Tax purposes only,
the Allocated Rent for each Site shall represent and be the amount of Rent or
Pre-Lease Rent, as applicable, for which Lessee becomes liable on account of the
use of each applicable Site for each calendar year, in whole or in part, of the
Term.

     (f) It is the intention of the Parties that the allocation of Rent or
Pre-Lease Rent to each Rent Payment Period as provided in Exhibit H constitutes
a specific allocation of fixed rent within the meaning of Treasury regulations
Section 1.467-1(c)(2)(ii)(A), with the effect that pursuant to Treasury
regulation Sections 1.467-1(d) and 1.467-2, Lessor and Lessee, on any federal
income tax returns filed by each of them (or on any Tax return on which their
income is included), shall accrue the amounts of rental income and rental
expense, respectively, set forth for each Rent Payment Period in Exhibit H under
the caption "Proportional Rent" (the "PROPORTIONAL RENT"). Because Lessee is
prepaying the Rent or Pre-Lease Rent in respect of each Site for the entire Term
pursuant to Section 11(a), there shall be considered to exist a loan from Lessee
to Lessor for purposes of Section 467 of the Code with respect to each Site
equal to the amount set forth in Exhibit H under the caption "Section 467 Loan"
(the "SECTION 467 LOAN"). Lessor shall deduct interest expense and Lessee shall
accrue interest income, in each case, in an amount equal to that set forth in
Exhibit H under the caption "Section 467 Interest" for the applicable Rent
Payment Period. In no event shall any principal or interest on any Section 467
Loan be separately payable as such (including upon any termination of this
Agreement with respect to a Site), it being agreed and understood that these
items represent characterizations for Tax purposes only, and in no event
whatsoever shall Lessee be entitled to a reduction of, or offset against, the
amounts of Rent and Pre-Lease Rent payable pursuant to Section 11(a).

     (g) Sprint Collocator shall pay, as additional collocation rent, to Lessee,
(i) within fifteen (15) Business Days after demand by Lessee (accompanied by
reasonable evidence that such amounts are due and payable to the applicable
Ground Lessors), an amount equal to one half (1/2) of (A) the lump sum amount
necessary to be paid to lessors under any applicable Ground Leases in order to
relieve Lessee of any obligation to pay Revenue Sharing Payments under such
Ground Leases during the entire Term as to the Site covered by any such Ground
Lease, and (B) any Ongoing Revenue Sharing Payment during the Term of this
Agreement; provided, however, that if at the time Lessee notifies Sprint
Collocator of the existence and amount of such any Ongoing Revenue Sharing
Payment, Lessee also notified Sprint Collocator of the duration of such Ongoing
Revenue Sharing Payment and the amount of and the dates on which such Ongoing
Revenue Sharing Payments are due and payable to the Ground Lessor, Lessor will
pay to the Ground Lessor or to Lessee for payment to the Ground Lessor (as
directed by Lessee) the amount of such Ongoing Revenue Sharing Payments so
payable on and before the date when they become due and payable for the duration
of such payment period as designated by Lessee. Upon request by Sprint
Collocator, Lessee will provide Lessor with such supporting documentation as
Sprint Collocator may reasonably require to evidence that any Revenue Sharing
Payments are due and payable to any Ground Lessor.


                                       36



     SECTION 12. CONDITION OF THE SITES AND OBLIGATIONS OF LESSEE.

     (a) Lessee acknowledges that, as between Lessor, Lessee and Sprint
Collocator, in respect of each Site, Lessee has the obligation, right and
responsibility to repair and maintain such Site except as otherwise provided in
this Agreement, including without limitation, an obligation to monitor each
Tower to maintain the structural integrity of the Tower and the ability of the
Tower to hold and support all Communications Equipment then mounted on the
Tower, in accordance with all applicable Laws and standard industry practices.
Unless any Lessee Indemnitee has received payment for a claim for
indemnification under Article 9 of the Agreement to Lease and Sublease related
to such condition, Lessee shall have no obligation to perform any repair of a
Site with respect to a condition existing prior to the date hereof. Subject to
the other provisions contained in this Agreement, Lessee, at its sole cost and
expense, will monitor, maintain and repair each Site such that Sprint Collocator
and Tower Subtenants may utilize such Site to the extent permitted in this
Agreement, including, without limitation, the markings on each Tower and the
structural integrity of each Tower. Installation, maintenance and repair of each
Site will comply in all material respects with all Laws and will be performed in
a manner consistent with standard industry practices and so as to minimize any
material disruption in Sprint Collocator's business conducted, and use and
operation of Sprint's Communications Equipment located, at such Site. Lessee
assumes all responsibilities, as to each Site, for any fines, levies, and/or
other penalties imposed as a result of non-compliance with such requirements of
the applicable Governmental Authorities commencing from and after the Effective
Date with such requirements of the applicable Governmental Authorities except
for non-compliance caused by Sprint Collocator or its Affiliates that is not
caused as a result of Lessee's failure to perform its obligations under this
Agreement. Sprint Collocator assumes all responsibilities, as to each Site, for
any fines, levies, and/or other penalties imposed as a result of Sprint
Collocator's or its Affiliates past, current or future non-compliance with such
requirements of the applicable Governmental Authorities. Subject to the terms of
any applicable Collocation Agreement in existence as of the Effective Date,
Lessee will use reasonable efforts to cause and (if a default would result under
any applicable Ground Lease for a failure to cause) shall cause Tower Subtenants
to maintain and repair all of its Communications Equipment on each Site in
accordance with the requirements of this Agreement; provided, however that
nothing herein will require Lessee to maintain any of Sprint's Communications
Equipment or any Communications Equipment of Tower Subtenants to the extent that
such Tower Subtenants are required to perform such maintenance. Without limiting
the foregoing, Lessee at its own cost and expense, will make (or cause to be
made) all Alterations to the Sites as may be required from time to time to meet
in all material respects the requirements of applicable Laws except for the
maintenance and repair work to be performed by Sprint Collocator in accordance
with clause (c) of this Section 12.

     (b) For each Site, Lessee, at its sole cost and expense, will provide
Lessor, as applicable, all necessary and appropriate information reasonably
requested by Lessor for Lessor to obtain (and Lessor will obtain within a
reasonable amount of time) all of the certificates, permits, and other approvals
which may be required in connection with FCC or FAA regulations. Lessee will
also provide Lessor all appropriate information reasonably requested by Lessor
pertaining to any easements or consents which are required from any third
parties with respect to the operation of such Site (to the extent different from
the easements and consents needed prior to the Effective Date), including with
respect to the lighting system serving such Site, and Lessor


                                       37



will cooperate with Lessee in connection with such actions, as contemplated by
Section 18 (without requirement that Lessee expend any sums to obtain any such
easement or consent). Notwithstanding anything herein to the contrary, Lessee
will have no obligation to provide any information necessary for Lessor or
Sprint Collocator to obtain any certificate, permit or other approval relating
to Sprint's Communications Equipment. If, as to any Site, any material
certificate, permit, license, easement, or approval relating to the operation of
such Site is canceled, expires, lapses, or is otherwise withdrawn or terminated
(unless the same is the result of the acts or omissions of Lessor, Sprint
Collocator or their respective Affiliates, agents or employees) or, if Lessee
has breached its obligation under this Section 12(b), then Sprint Collocator
will have the right, in addition to its other remedies pursuant to this
Agreement, at law, or in equity, to take appropriate action to remedy any such
noncompliance and demand reimbursement for any expenses incurred in connection
with such actions from Lessee. Notwithstanding anything to the contrary
contained herein, Lessee will have no obligation to obtain or restate (or
otherwise provide information for Lessor or Sprint Collocator to obtain or
restate) any certificates, permits or approvals that (i) relate exclusively to
Sprint's Communications Equipment or (ii) were rescinded due to a violation by
any of the same by Lessor or Sprint Collocator. Sprint Collocator will, at all
times, keep, operate and maintain Sprint's Communications Equipment at each Site
in a safe condition, in good repair and in accordance with applicable Laws.

     (c) The following provisions will apply with respect to the lighting
systems serving the Sites (but only if such lighting systems are required by
applicable Law (including approvals granted by any local zoning board) or
existing written agreements):

     For each Site, Lessee agrees to monitor the lighting system serving such
Site and will notify the appropriate FAA service office of any lighting failure
not existing on the Effective Date or at the time responsibility for such
notification is assumed by Lessee under the Transition Services Agreement of
even date herewith (the "TRANSITION SERVICES AGREEMENT") in accordance with the
requirements of applicable Law. In addition, Lessee agrees, as soon as
practicable, to begin a diligent effort to repair any failed lighting in
accordance with the requirements of applicable Law, and to notify Lessor and
Sprint Collocator upon successful completion of the repair. Notwithstanding
anything to the contrary contained in this Agreement, Lessee agrees to
indemnify, defend and hold each Sprint Indemnitee harmless from and against any
Claims arising out of or by reason of any failed lighting (unless such Claim is
the result of the action or failure to act of Lessor, Sprint Collocator or their
respective Affiliates, agents or employees). In addition to and not in
limitation of Sections 31(e) and (f), if Lessee defaults under this Section
12(c), Lessor or Sprint Collocator, in addition to their other remedies pursuant
to this Agreement, at law, or in equity, may elect to take appropriate action to
repair or replace lights and invoice Lessee. In addition, Lessor may subject to
arbitration of any dispute pursuant to the provisions of Section 31(h),
terminate this Agreement as to such Site (i) if Lessor or Lessee is at any time
fined by the FAA (pursuant to a final and non-appealable order) as a result of
the occurrence of such default or (ii) if Lessor has given Lessee notice of such
default under Section 31(e)(ii) and Lessee does not cure such default within the
applicable cure period set forth in Section 31(e)(ii), within sixty (60) days of
the occurrence of such event. The foregoing right may not be exercised by Lessor
if (a) such fine occurs during a period where Lessor or Sprint Collocator is
still providing light monitoring service to Lessee with respect to a Site and
such fine results in whole or in part from the failure of Lessee to receive
timely information with respect to the failure of a


                                       38



lighting system; (b) such fine occurs during a period where light monitoring
service is being transitioned to Lessee and Lessee takes prompt action to
address any non-compliance of which it is aware; (c) such fine or non-compliance
or underlying failure of the lighting system results from actions or omissions
of Sprint Collocator, its Affiliates or agents or (d) such fine or
non-compliance results from the occurrence a force majeure event.
Notwithstanding Lessor's agreement to provide such light monitoring service,
Lessee will perform, at Lessee's sole cost and expense, all repair and
maintenance associated with the lighting system at each Site. Without in any way
affecting Lessee's obligations relating to lighting; (i) during the Term, Sprint
Collocator will have the right, at its expense, to install and maintain
equipment for the purpose of monitoring (x) the lighting system serving the
Tower or the Improvements of each Site, and/or (y) any device of Lessee's used
to monitor the lighting system serving each Tower (provided that none of the
foregoing interferes with Lessee's monitoring of the lighting system at such
Site or any of Tower Subtenant's use of the Site or does not otherwise result in
any material increased costs to Lessee or any Tower Subtenant); and (ii) Lessee
will have the right, at its expense, to install and maintain equipment for the
purpose of monitoring any device of Sprint Collocator used to monitor the
lighting system servicing any Tower.

     (d) Without limiting Lessee's obligations under this Section 12 and the
other provisions of this Agreement, the Parties acknowledge that Sprint
Collocator (or its Affiliate) is licensed by the FCC to provide
telecommunications services and that the Sites are used to provide those
services. Nothing in this Agreement will be construed to transfer control of any
FCC authorization held by Sprint Collocator (or its Affiliate) to Lessee with
respect to telecommunications services provided by Sprint Collocator or its
Affiliates or to limit the right of Sprint Collocator (or its Affiliate) to take
all necessary actions to comply with its obligations as an FCC licensee or with
any other legal obligations to which it is or may become subject (subject to the
other terms of this Agreement with respect to actions Sprint Collocator or its
Affiliates may take with respect to a Site).

     SECTION 13. REQUIREMENTS FOR ALTERATIONS; TITLE TO ALTERATIONS; ADDITION OF
EQUIPMENT; WORK ON THE SITE.

     (a) All Alterations that are made to a Site (whether required or optional),
including, without limitation, Alterations made to the Sprint Collocation Space
of a Site to the extent required to be performed by Lessee, will comply with the
requirements of Section 3(f) of this Agreement. Title to each Alteration will
without further act or instrument be deemed to constitute a part of the Site and
be subject to this Agreement unless such Alteration is a Severable Alteration.

     (b) Whenever Lessee makes Alterations to any Site; constructs, replaces,
maintains or repairs the Tower and Improvements of any Site; installs,
maintains, replaces or repairs, or causes Tower Subtenants to install, maintain,
replace or repair, any Equipment; or reconstruct or restore the Leased Property
(the "LESSEE WORK"), the following provisions will apply:

          (i) No Lessee Work will be commenced until all certificates, licenses,
     permits, authorizations, consents and approvals necessary for the Lessee
     Work, from all Governmental Authorities having jurisdiction with respect to
     any Site or the Lessee Work as set out in Section 3(f) of this Agreement,
     have been obtained. Lessor will reasonably


                                       39



     cooperate with Lessee, at Lessee's sole cost and expense, as is reasonably
     necessary in connection with Lessee's obtaining all such certificates,
     licenses, permits, etc. required to be issued by any Governmental
     Authorities in connection with Lessee's Work.

          (ii) Lessee will commence and perform the Lessee Work in accordance
     with then-current industry-standard practices and procedures ("STANDARD
     PROCEDURES").

          (iii) Lessee will cause the Lessee Work to be done and completed in a
     good, substantial and workmanlike manner and in compliance in all material
     respects with all Laws. Lessee will be solely responsible for construction
     means, methods, techniques, sequences and procedures, and for coordinating
     all activities related to the Lessee Work, and neither Lessor nor Sprint
     Collocator will have any duty or obligation to inspect the Lessee Work, but
     will have the right to do so, at reasonable times, upon reasonable prior
     notice and in a reasonable manner.

          (iv) Lessee will promptly commence the Lessee Work and, once
     commenced, diligently and continually pursue the Lessee Work and complete
     the Lessee Work within a reasonable time. Lessee will assign such qualified
     personnel to the Lessee Work as may be necessary to cause the Lessee Work
     to be completed in an expeditious fashion.

          (v) All Lessee Work will be performed at Lessee's sole cost and
     expense. Lessee will provide and pay for all labor, materials, goods,
     supplies, equipment, appliances, tools, construction equipment and
     machinery and other facilities and services necessary for the proper
     execution and completion of the Lessee Work. Lessee will promptly pay when
     due all costs and expenses incurred in connection with the Lessee Work.
     Lessee will pay, or cause to be paid, all fees and Taxes required by Law in
     connection with the Lessee Work.

          (vi) Lessee will be responsible for initiating and maintaining all
     necessary safety precautions and programs in connection with the Lessee
     Work, and will take necessary protections in accordance with Standard
     Procedures to prevent damage, injury or loss to, the Lessee Work, all
     persons performing Lessee Work on the Site, all other persons who may be
     involved in or affected by the Lessee Work, and all materials and equipment
     to be incorporated in the Lessee Work, Tower and Improvements of such Site.

          (vii) Lessee will procure and maintain in full force and effect, and
     will cause its contractors and subcontractors to procure and maintain in
     full force and effect, with respect to the Lessee Work: (x) in the case of
     Lessee only but subject to Section 24, full replacement cost "ALL-RISK",
     "BUILDER'S RISK" insurance, insuring the Lessee Work; and (y) the other
     types of insurance required to be maintained pursuant to Section 24 of this
     Agreement. Such additional insurance policies will meet the requirements
     set forth elsewhere in this Agreement with respect to the insurance
     policies otherwise required to be obtained and maintained by Lessee under
     this Agreement.

     SECTION 14. DAMAGE TO THE SITE, TOWER OR THE IMPROVEMENTS.


                                       40



     (a) If there occurs a casualty which damages or destroys all or a
Substantial Portion of any Site, then within thirty (30) days after the date of
the casualty, Lessee shall notify Lessor in writing as to whether the Site is a
Non-Restorable Site (it being understood Lessee may waive any condition in the
definition of Non-Restorable Site, if it believes in good faith that Restoration
may be commenced (and a building permit issued) within one year), which notice
will specify in detail the reasons for such determination by Lessee, and if such
Site is not a Non-Restorable Site the estimated time, in Lessee's reasonable
judgment, for Restoration of the Site (a "CASUALTY NOTICE"). If Lessee fails to
give Casualty Notice to Lessor within such thirty (30) day period, the affected
Site shall be deemed not to be a Non-Restorable Site. If Lessor or the
applicable Sprint Additional Party disagrees with any determination of Lessee in
the Casualty Notice that the Site is a Non-Restorable Site, Lessor or the
applicable Sprint Additional Party (as applicable) may institute arbitration
proceedings to determine any such matter in the manner described in Section
31(h). If such Site is a Non-Restorable Site, then (i) either Lessee or Sprint
Collocator shall have the right to terminate Sprint Collocator's leaseback or
other use and occupancy of the Sprint Collocation Space at such Site, upon
written notice to Sprint Collocator and such leaseback or other use and
occupancy at such Site shall terminate as of the date of such Notice and (ii)
Lessor or the applicable Sprint Additional Party, as applicable, will have the
right to terminate this Agreement as to such Site by written notice to Lessee
within thirty (30) days after receipt of such written notice from Lessee,
whereupon the Term as to such Site will automatically expire as of the date of
such notice of termination and, if such right is exercised, Sprint Collocator's
leaseback or other use and occupancy of the Sprint Collocation Space shall be
terminated by written notice to Lessee within thirty (30) days after receipt of
such written notice from Lessee, whereupon Sprint Collocator's rights and
obligations as to the leaseback or other use and occupancy of Sprint Collocation
Space at such Site will automatically expire as of the date of such notice of
termination. In all instances Lessee shall have the sole right to retain all
insurance Proceeds related to a Non-Restorable Site and any other Site.

     (b) If there occurs, as to any Site, a casualty which damages or destroys
(i) all or a Substantial Portion of such Site and the Site is not a
Non-Restorable Site, or (ii) less than a Substantial Portion of any Site,
Lessee, at its sole cost and expense, will promptly and diligently commence with
the adjustment of Lessee's insurance Claims with respect to such event within a
period of thirty (30) days after the date of the damage and, thereafter,
promptly commence, and diligently prosecute to completion, the Restoration of
the same. The Restoration will be carried on and completed in accordance with
the provisions and conditions of this Section 14.

     (c) If Lessee is required to restore any Site in accordance with Section
14(b), all Proceeds of Lessee's insurance will be held by Lessee or the Lessee
Lender and applied to the payment of the costs of the Restoration and will be
paid out from time to time as the Restoration progresses. Any portion of the
Proceeds of Lessee's insurance applicable to a particular Site remaining after
final payment has been made for work performed on such Site will be retained by
and be the property of Lessee. If the cost of Restoration exceeds the Proceeds
of Lessee's insurance, Lessee will pay the excess cost.

     (d) Without limiting Lessee's obligations under this Agreement in respect
of a Site subject to a casualty, if Lessee is required to cause the Restoration
of a Site that has suffered a casualty, Lessee will make available to Sprint
Collocator a portion of the Leased Property of such Site for the purpose of
Sprint Collocator's locating, at its sole cost and expense, a temporary


                                       41



communications facility, and will give Sprint Collocator priority over Tower
Subtenants at such Site as to the use of such portion; provided, however, that
(i) the placement of such temporary communications facility will not interfere
in any material respect with Lessee's Restoration or the continued operations of
any Tower Subtenant; (ii) Sprint Collocator will obtain any permits and
approvals, at Sprint Collocator's cost, required for the location of such
temporary communications facility on such Site; and (iii) there must be
Available Space on the Site for locating such temporary communications facility.

     (e) If Lessee fails at any time to diligently pursue the substantial
completion of the Restoration of the Site required under this Agreement (subject
to delay for force majeure events other than inability to obtain Governmental
Approvals), Sprint Collocator may, in addition to any other available remedy,
terminate this Agreement as to Sprint Collocator's leaseback or other use and
occupancy of the Sprint Collocation Space at the applicable Site upon giving
Lessee written notice of its election to terminate at any time prior to
completion of the Restoration.

     (f) From and after any casualty as to any Site described in this Section 14
and during the period of Restoration at a Site, the Sprint Collocation Charge
with respect to such Site will abate until completion of the Restoration.

     (g) The Parties acknowledge and agree that this Section 14 is in lieu of
and supersedes any statutory requirements under the laws of any State applicable
to the matters set forth in this Section 14.

     SECTION 15. TOWER SUBTENANTS; INTERFERENCE.

     (a) Lessee acknowledges and agrees that Lessee will not permit the addition
of any Tower Subtenants at any Site if such addition would materially and
adversely affect the operation of Sprint's Communications Equipment installed
prior to such Tower Subtenant's addition and Sprint Collocator's operation, use
or enjoyment of any Sprint Collocation Space on such Site, taking into account
customary and commercially reasonable practices for multi-tenant wireless
communication sites and towers.

     (b) Lessee will not and will not permit any Tower Subtenant at any Site to
(i) install or change, alter or improve the frequency, power, or type of the
Communications Equipment that materially and adversely interferes with the
operation of Sprint's Communications Equipment in existence on such Site as of
the date of such installation, change, alteration or improvement or is not
authorized by, or violates, any applicable Laws or is not made or installed in
accordance with good engineering practices (and Lessee will require any Tower
Subtenant who subleases, licenses, or uses any portion of a Site to covenant to
comply with the foregoing); or (ii) implement a configuration which materially
and adversely interferes with the operation of Sprint's Communications Equipment
on such Site in existence as of the date of such implementation.

     (c) If any Tower Subtenant installs or operates any Communications
Equipment which is in violation of, any Laws, Lessee will cause such Tower
Subtenant to shut down such Communications Equipment as promptly as practicable
(but in any event within fifteen (15) days


                                       42



after having actual knowledge thereof), failing which Lessee will shut down such
Communications Equipment.

     (d) If any interference at any Site (at levels above commercially
acceptable levels of interference at multi-tenant wireless communication sites)
occurs as a result of actions of Lessee or Tower Subtenants described in Section
15(b) above as to any Site, Lessee will be responsible for coordinating and
resolving any such interference problems caused by Lessee or Tower Subtenants at
such Site, including, without limitation, using its commercially reasonable
efforts to correct and eliminate the interference within two (2) Business Days
of receipt of notification from Sprint Collocator and perform an interference
study in accordance with then-current industry-standard procedures. If the
interference cannot be corrected or eliminated within such two (2) Business Days
period, Lessee will cause, at Lessee's option, any of Lessee's or Tower
Subtenants' Communications Equipment or Communications Facility that interferes
with the operation of Sprint's Communications Facility's authorized frequency
spectrum or signal strength, to be immediately powered down or turned off, with
the right to turn such interfering Communications Equipment or facility back up
or on only during off-peak hours in order to determine whether such interference
continues or has been eliminated; provided, that if any interference continues
at the time the power output of the interfering Communications Equipment is
powered down, the Communications Equipment that interferes with the operation of
Sprint's Communication Facility or the Sprint Collocation Space will be turned
off. If Lessee or any Tower Subtenant cannot reasonably correct or eliminate
such interference within thirty (30) days of receipt of written notice from
Sprint Collocator, Lessee will or will cause such Tower Subtenant to cease the
operations of the applicable Communications Equipment and to stop providing
services from the applicable Communications Facility or the Leased Property at
the applicable Site in its entirety until the interference problems are
resolved.

     (e) Notwithstanding the foregoing provisions of this Section 15, (i) the
obligations of Lessee hereunder as to any Site are subject to the rights of any
Tower Subtenant under any Collocation Agreement in existence as of the Effective
Date at such Site, and to the extent that the provisions of any such Collocation
Agreement prohibits Lessee from performing the obligations of Lessee hereunder,
Lessee will be required to perform such obligations only to the extent permitted
under such Collocation Agreement and shall have no liability with respect
thereto to Sprint Collocator and (ii) Lessee shall have no obligation to enforce
any rights under a Collocation Agreement against an Affiliate of Sprint.

     (f) Sprint Collocator will not, as to any Site, (i) install or change,
alter or improve the frequency, power, or type of Sprint's Communications
Equipment that materially and adversely interferes with the operation of any
Tower Subtenant's Communications Equipment in existence on such Site as of the
date of such installation, change, alteration or improvement or is not
authorized by, or violates, any applicable Laws or is not made or installed in
accordance with good engineering practices or otherwise violates the terms of
any Collocation Agreement existing on the Effective Date; or (ii) implement a
configuration which materially and adversely interferes with the operation of
any Tower Subtenant's Communications Equipment on such Site in existence as of
the date of such implementation.

     (g) If Sprint Collocator installs or operates any Communications Equipment
which is not authorized by, or is in violation of, any Laws, Sprint Collocator
will remove such


                                       43



Communications Equipment as promptly as practicable (but in any event within
fifteen (15) days after having actual knowledge thereof).

     (h) If any interference (at levels above commercially acceptable levels of
interference at multi-tenant wireless communication sites) occurs as a result of
actions of Sprint Collocator described in Section 15(f) above as to Sprint's
Communications Equipment at any Site, Sprint Collocator will be responsible for
coordinating and resolving any such interference problems caused by Sprint
Collocator, including, without limitation, using its commercially reasonable
efforts to correct and eliminate the interference within two (2) Business Days
of receipt of notification from Lessee and perform an interference study in
accordance with then-current industry-standard procedures. If the interference
cannot be corrected or eliminated within such two (2) Business Day period,
Sprint Collocator will cause any of Sprint's Communications Equipment that
interferes with the operation of any Tower Subtenant's Communications Facility's
authorized frequency spectrum or signal strength, to be immediately powered down
or turned off, with the right to turn such interfering Communications Equipment
or facility back up or on only during off-peak hours specified by Lessee in
order to determine whether such interference continues or has been eliminated;
provided, that if any interference continues at the time the power output of the
interfering Communications Equipment is powered down, the Communications
Equipment that interferes with the operation of the applicable Tower Subtenant's
Communication Facility will be turned off. If Sprint Collocator cannot correct
or eliminate such interference within thirty (30) days of receipt of written
notice from Lessee, Sprint Collocator will cease the operations of the
applicable Communications Equipment and to stop providing services from the
Sprint's Communications Facility or the Sprint Collocation Space of the
applicable Site in its entirety until the interference problems are resolved.

     SECTION 16. TAXES.

     (a) Subject to Sections 16(b) and (c) and 39(b), and except as provided
below, Lessee will be responsible for all Taxes upon or with respect to (A) any
of the Leased Property, any portion of such Leased Property, or any interest
therein, (B) the acquisition, purchase, sale, financing, leasing, subleasing,
ownership, maintenance, repair, redelivery, alteration, insuring, control, use,
operation, delivery, possession, repossession, location, storage, refinancing,
refund, transfer of title, registration, reregistration, transfer of
registration, return, or other disposition of any of the Leased Property or any
portion of such Leased Property, or interest in such Leased Property, (C) the
rental payments, receipts, or earnings arising from the Leased Property, any
portion of such Leased Property, or any interest in such Leased Property, or
payable pursuant to this Agreement, or any other payment or right to receive
payment pursuant to any related document, or (D) any Alteration, removal,
substitution, maintenance, or repair of any of the Leased Property. Subject to
Sections 16(b) and (c) and 39(b), and except as provided below, Lessee will be
responsible for all Taxes upon or with respect to each Site applicable to all
periods occurring after the Effective Date and during the Term as to such Site.
Lessee will receive any refunds for Taxes paid by Lessee pursuant to this
Agreement. Notwithstanding the foregoing, Lessee will not be required to pay any
Taxes payable with respect to a Leased Site or Other Interest Site, if the
applicable Ground Lease provides that the Ground Lessor is responsible for such
Taxes without pass-through to the applicable ground lessee and the Ground Lessor
actually pays any such Taxes. If the Ground Lessor does not pay any such Taxes
and


                                       44



either Party becomes aware of it, the Parties will, at Lessee's expense,
cooperate and use commercially reasonable efforts to cause the Ground Lessor to
pay such Taxes.

     (b) In the taxable periods occurring during the Term as to any Site, any
Taxes (determined without regard to the Term) for which Lessee is responsible
under this Section 16 and that are calculated or assessed on the basis of a time
period any portion of which is not included within the Term as to such Site
(e.g., Property Taxes assessed annually) will be prorated proportionately
between the applicable Sprint Group Member and Lessee based on the number of
days in each such period during the time period of assessment that is included
within the Term as to such Site. Lessee's obligations for Taxes under this
Section 16 will be limited to that proportionate amount of such Taxes
attributable to the period during which this Agreement is in effect with respect
to such Site; provided, that any Taxes resulting from special assessments or
appraisals of any Site occurring during the period during which this Agreement
is in effect will be the sole responsibility of Lessee. Any other Taxes that are
not calculated or assessed on the basis of a time period, but for which Lessee
is responsible under Sections 16 or 39(b), will be prorated using a fair and
equitable proration method that considers, among other things, the basis upon
which such Taxes are assessed.

     (c) Notwithstanding anything to the contrary in this Section 16 or in
Section 39, the Parties agree as follows with respect to Property Taxes: (i)
Lessor or the applicable Sprint Group Member will prepare all returns with
respect to Property Taxes in the ordinary course and with the same degree of
diligence that it exercises with respect to similar tax compliance matters; (ii)
Lessor or the applicable Sprint Group Member will pay all Property Taxes on a
timely basis to the appropriate Governmental Authority and Lessee shall have no
responsibility for Property Taxes other than with respect to the Lessee Property
Tax Charge and Landlord Reimbursement Taxes, (iii) for each calendar year, or
portion thereof, that is included in the Term as to each Site, Lessee will pay
to Lessor the Lessee Property Tax Charge on or before July 1 of the respective
calendar year; provided that if the Effective Date is after July 1, the payment
for the first calendar year (or portion thereof) shall be made on the Effective
Date; provided further that if the Term ends prior to July 1, the payment for
the final year shall be made on the last day of the Term; and (iv) by June 15 of
each calendar year, Lessor will provide Lessee with an officer's certificate in
the form of Exhibit D. Lessor, Lessee and the applicable Sprint Group Member
will cooperate with each other, and make available to each other such
information as will reasonably be necessary, in connection with the preparation
of tax returns for Property Taxes and any audit or judicial or administrative
proceeding relating to the same. To the extent a Sprint Group Member, other than
Lessor or Sprint Collocator, has an obligation under this Section 16, Sprint
Collocator shall cause such Sprint Group Member to perform such obligation.
Lessee will be responsible for all Landlord Reimbursement Taxes for which the
applicable Ground Lessor seeks reimbursement under the provisions of the Ground
Lease after the Effective Date and during the Term with respect to each Site;
provided, however, the Parties will prorate such amounts relating to tax periods
that include the Effective Date or the Site Expiration Date in a manner
consistent with the provisions of Section 16(b) and the paying Party will be
entitled to reimbursement from the non-paying Party for the non-paying Party's
portion of the Landlord Reimbursement Taxes paid, and provided further that,
with respect to the twelve month period beginning on the Effective Date, Lessor
will reimburse Lessee for the amount of the aggregate Landlord Reimbursement
Taxes paid by Lessee (prorated for such twelve month period with the actual
amount of Landlord Reimbursement Taxes during 2005 and 2006 straightlined) that


                                       45



exceed the product of $200 multiplied by the number of Sites. To the extent
either Party is entitled to reimbursement from the other Party for the payment
of prorated Landlord Reimbursement Taxes, such reimbursement shall be due within
fifteen (15) days of the presentation of a statement reflecting amounts due and
appropriate other documentation supporting the calculation and payment of such
amounts to the applicable Ground Lessor. In the event of (1) the non-payment of
Taxes when due (unless such Taxes are being contested in good faith and there is
no material risk of forfeiture of any Site as a result of such non-payment of
Taxes) by Lessor or any of its Affiliates, which could result in a material risk
of forfeiture of a Site (in which case, Lessor will promptly notify Lessee when
Lessor becomes aware of such event) or (2) the failure by Lessor to deliver the
certificate required to be delivered under clause (iv) of the first sentence of
Section 16(c) with respect to any Site by July 15 of the calendar year, Lessee
may notify Lessor in writing of the non-payment of Taxes and request that Lessor
or its Affiliates take action within 90 days to pay such Taxes and remove any
Liens ("90 DAY LESSEE NOTICE"). Within 90 days after receipt of the 90 Day
Lessee Notice, Lessor will provide evidence to Lessee to support that Lessor or
its Affiliates have paid such Taxes and started the process of removing any Lien
or have contested such Taxes in good faith with the appropriate Governmental
Authority and are diligently prosecuting such contest, and there is no material
risk of forfeiture of the Site. In the case of a contest, Lessor will provide
periodic updates to Lessee at least every 30 days thereafter until Lessor
provides evidence that such Lien has been removed. In the event that Lessor or
its Affiliates have elected to contest a Tax on a Site in accordance with the
provisions of this Section, Lessor agrees that it or its Affiliates will pay all
Taxes and take all actions necessary to remove any Lien within the time provided
by the appropriate Governmental Authority after a final determination. If, on
the ninety-first day after receipt of the 90 Day Lessee Notice, the Lessor or
its Affiliates have not (x) paid such Taxes and otherwise started the process of
removing any Lien or (y) taken action to contest such Taxes and continuously
prosecuted such contest, and there is no material risk of the forfeiture of the
Site, the Lessee may (but shall be under no obligation to) pay the Tax and cure
any Lien by taking any reasonable action necessary. Lessor will reimburse Lessee
for all costs incurred in paying such Taxes within 15 days of the presentation
to Lessor by Lessee of written documentation evidencing the payment of such
Taxes and the removal of any Lien for which Lessee is requesting reimbursement.
If, at any time after delivery of the 90 Day Lessee Notice, a material risk of
forfeiture of the Site arises, Lessor shall give prompt notice to Lessee and
(whether or not Lessor has provided such notice) Lessee shall have the right to
purchase the individual Site that is the subject of the proceeding for a
purchase price of $100 by giving Lessor written notice of its exercise of such
purchase option (provided that in the case of a 90 Day Lessee Notice described
in clause (1) above, such purchase option shall not be exercisable (j) until 10
days after the earlier of the Lessee delivery of the 90 Day Lessee Notice and
Lessor having actual knowledge of the event giving rise to such 90 Day Lessee
Notice, and (k) unless the material risk of forfeiture is continuing), and such
option shall be exercised pursuant to the provisions of Section 36, mutatis
mutandis, except that the Option Purchase Price shall be $100 and shall apply
only with respect to the individual Site.

     (d) Except as provided in Section 36(e), any excise, sales, use, value
added, registration, stamp, recording, documentary, conveyancing, transfer,
gains and similar Taxes ("TRANSFER TAXES") incurred in connection with the
transactions contemplated by this Agreement or the Collateral Agreements will be
borne by Lessee. Lessee will provide Lessor with a certificate substantially in
the form of Exhibit E. The Parties will cooperate in providing each


                                       46



other with any additional exemption certifications and other similar
documentation as appropriate. The Party that is required by applicable Law to
file the tax returns with respect to any applicable Transfer Taxes will do so at
its own expense, and the other Parties will cooperate with respect thereto as
necessary.

     SECTION 17. UTILITIES.

     Except as set forth to the contrary below in this Section 17, Lessor will
have no obligation to make arrangements for or to pay any charges for connection
or use of utilities and similar services to any Site, including but not limited
to, electricity, telephone, power, and other utilities. As among Sprint
Collocator and all new Tower Subtenants, Lessee will cause utility charges to be
separately metered. Sprint Collocator will pay to the applicable utility service
provider the charges for all separately metered utility services used by Sprint
Collocator at each Site in the operation of Sprint's Communications Facility at
such Site. Notwithstanding the foregoing provisions of this Section 17, if the
applicable utility service provider will not render a separate bill for Sprint
Collocator's usage, Sprint Collocator will reimburse Lessee monthly for Sprint
Collocator's actual metered usage at the rate charged to Lessee by the
applicable utility service provider, or if Lessee is prohibited from installing
a separate meter to measure Sprint Collocator's usage, Sprint Collocator may use
Lessee's utility sources to provide utility service to the Communications
Facility, and Sprint Collocator will reimburse Lessee monthly for Sprint
Collocator's actual usage at the rate charged to Lessee by the applicable
service provider (and Lessee and Sprint Collocator agree to cooperate in
determining a method by which to measure or estimate Sprint Collocator's usage
if the usage is not capable of actual measurement). Notwithstanding anything to
the contrary contained herein, Lessee shall have no obligation to provide,
maintain or pay for utility services related to Sprint's Communication
Equipment. Sprint Collocator shall pay for all utility services utilized by
Sprint Collocator and its Affiliates in its operations at each Site prior to
delinquency. For all Sites where Sprint Collocator leases Sprint Collocation
Space, certain Affiliates of Sprint and Lessee have agreed to an arrangement in
a separate agreement for the segregation and transfer of responsibility for
electrical service serving the lighting system serving each Site from Sprint
Collocator to Lessee. In connection with such arrangement, Sprint Collocator
agrees to pay the utility costs for such electrical power as follows. If not
prohibited by applicable Laws, Sprint Collocator shall allow Lessee to access
Sprint Collocator's (or other Person occupying the Sprint Collocation Space's)
power sources at all Sites with lighting systems in order to install lighting
monitoring equipment and maintain Tower lighting as required under this
Agreement and the Transition Services Agreement. Accessing such power sources
shall be at Lessee's sole cost and expense. The cost of all power provided to
Lessee shall be at no cost or expense to Lessee. During each of the first four
(4) years of the Term of this Agreement, Lessee shall obtain its own power
source for its lighting and lighting monitoring equipment and transition from
using power of Sprint Collocator (or other Persons occupying the Sprint
Collocation Space) for the Sites and the sites leased or preleased under each
Additional Master Lease and Sublease (collectively, with the Sites, the
"AGGREGATE LIGHTING SITES") requiring lighting monitoring equipment
(approximately 1,137 Sites) as of the Effective Date at a rate of twenty-five
percent (25%) of such Aggregate Lighting Sites by the end of each of the first
four (4) years of the Term of this Agreement, all as to be more fully described
in the Transition Services Agreement. Notwithstanding anything to the contrary
contained herein, Lessee is not required to obtain its own power source for
lighting and


                                       47



monitoring equipment if lighting at a Site is not required under applicable Law
(including approvals granted by any local zoning board) or other existing
written agreement.

     SECTION 18. GOVERNMENTAL PERMITS.

     (a) In addition to and not in limitation of the provisions of Section 12(a)
of this Agreement, Lessee will, at its own cost and expense, provide to Lessor
and Sprint Collocator or its Affiliates all necessary and appropriate
information reasonably requested by Lessor or Sprint Collocator or its
Affiliates to obtain and maintain in effect all certificates, permits, licenses
and other approvals relating to FAA or FCC regulations and Lessee will, at its
own cost and expense, obtain and maintain in effect all certificates, permits,
licenses and other approvals (other than those relating to FCC and FAA
regulations) and comply with all Laws, required or imposed by Governmental
Authorities (other than those relating to FCC or FAA regulations), in connection
with the operation and maintenance of the Leased Property at each Site
(including the Tower on such Site). As part of Lessee's obligation to provide
information, Lessee will provide Lessor and Sprint Collocator or its Affiliates
access to data reasonably necessary to monitor the lighting systems at each Site
to the extent in Lessee's possession (to the extent Sprint Collocator is not
already independently monitoring the same and to the extent such lighting
systems are required by applicable Law (including approvals granted by any local
zoning board) or existing written agreements).

     (b) Lessee will reasonably cooperate with Sprint Collocator or its
Affiliates in their efforts to obtain and maintain in effect any certificates,
permits, licenses and other approvals and to comply with any Laws required or
imposed on Sprint Collocator by Governmental Authorities applicable to the
Sprint Collocation Space of each Site.

     (c) Sprint Collocator will, at its own cost and expense, obtain and
maintain or cause to be maintained in effect all material certificates, permits,
licenses and other approvals and comply with all Laws required or imposed by
Governmental Authorities in connection with the operation and maintenance of the
Sprint Collocation Space of each Site, including, without limitation, FCC
regulations. The cost of obtaining and maintaining such FCC or FAA permits or
approvals will be reimbursed to Lessor in accordance with Section 18(f).

     (d) Lessor and Sprint Collocator will reasonably cooperate with Lessee in
Lessee's efforts to provide required information and to comply with all Laws
required or imposed by Governmental Authorities applicable to each Site.

     (e) Lessor and Sprint Collocator will be afforded access, at reasonable
times and upon reasonable prior notice, to all of Lessee's records, books,
correspondence, instructions, blueprints, permit files, memorandum and similar
data relating to the compliance of the Towers with all applicable Laws or if
Lessor or Sprint Collocator otherwise provides reasonable justification
therefore, except privileged documents or where disclosure is prohibited by Law.
Lessee will also provide Lessor or Sprint Collocator with an electronic
interface or other real time access to Lessee's Tower administration database
which will enable access to detailed information concerning collocations. Any
information described in this Section 18(e) will be open for inspection upon
reasonable notice by Lessor or Sprint Collocator, at its cost, and its


                                       48



authorized representatives at reasonable hours at Lessee's principal office and
will be retained by Lessee for period of three (3) years after the expiration of
this Agreement.

     (f) The cost of Lessor's or Sprint Collocator's or its Affiliates obtaining
and maintaining all FCC and FAA permits and approvals relating to the operation
and maintenance of the Leased Property of each Site (excluding the Sprint
Collocation Space) and Lessee Work, in each case, after the Effective Date, will
be borne by Lessee in accordance with Sections 13(b)(i) and 18(c) (the
"REIMBURSABLE COSTS"). Lessor will provide Lessee with an invoice for
Reimbursable Costs on a monthly basis, which amount will be paid by Lessee to
Lessor or Sprint Collocator, as applicable, within twenty (20) Business Days of
Lessee's receipt of such invoice.

     SECTION 19. NO LIENS.

     (a) Lessee will not create or permit any Lien (other than Lessee Permitted
Liens) against any Site, or any part of any Site. If any such Lien created or
permitted by Lessee (other than Lessee Permitted Liens) is filed against all or
any part of any Site, Lessee will be required to cause the same to be discharged
by payment, satisfaction or posting of bond within thirty (30) days only (i)
after Lessee has obtained knowledge of such Lien and (ii) Lessee has elected not
to contest such Lien in accordance with Section 19(b) hereof. If Lessee fails,
after notice and opportunity to cure, to cause any Lien not being contested as
provided in Section 19(b) (other than Lessee Permitted Liens) to be discharged
within the permitted time, Lessor may cause it to be discharged and may pay the
amount of such Lien in order to do so. If Lessor makes any such payment, all
amounts paid by Lessor will be payable by Lessee to Lessor within ten (10) days
of demand.

     (b) To the extent not prohibited under any applicable Ground Lease, Lessee
may, at Lessee's sole cost and expense, in its own name and on its own behalf or
in the name of and on behalf of Lessor, in good faith, contest any claim of Lien
and, in the event of any such contest, may permit such claim of Lien so
contested to remain unpaid, unsatisfied and undischarged during the period of
such contest and any appeal from such contest; provided, that, if any portion of
any Site is subject to imminent danger of loss or forfeiture by virtue of or by
reason of such claim of Lien, such claim of Lien will be complied with as
promptly as practicable, but in any event prior to any loss or forfeiture.
Lessor, at the sole cost and expense of Lessee, will use commercially reasonable
efforts to cooperate fully with Lessee in any such contest.

     (c) Any Secured Lessee Loan (including any Mortgage execute in connection
therewith) will be subject to each and every term, covenant, condition,
agreement, requirement, restriction and provision set forth in this Agreement
and subject to all rights of Lessor hereunder.

     (d) Lessor will execute any necessary easement or right of way for
utilities for any Owned Site promptly following any request by Lessee, provided
such easement or right of way does not have an adverse effect on Sprint
Collocator's use or enjoyment of the Sprint Collocation Space of such Site or on
the ownership by Lessor of the Tower on such Site, including without limitation,
the operation of Sprint's Communications Equipment on such Site.

     (e) Sprint Collocator will not create or permit (or allow any of its
Affiliates to create or permit) any Lien arising by, through or under Sprint
Collocator or its Affiliates (other than


                                       49



Permitted Encumbrances) against Site, or any part of any Site. If any such Lien
(other than Permitted Encumbrances) is filed against all or any part of any Site
as a result of the acts or omissions of Sprint Collocator or any of its
Affiliates, Sprint Collocator will cause the same to be discharged by payment,
satisfaction or posting of bond within thirty (30) days after obtaining actual
knowledge such Lien. If Sprint Collocator fails to cause any such Lien (other
than Permitted Encumbrances) to be discharged within such thirty (30) day
period, Lessee may, after ten (10) days prior written notice to Sprint
Collocator, cause such Lien to be discharged and may pay the amount of such Lien
in order to do so. If Lessee makes any such payment, all amounts paid by Lessee
will be payable by Sprint Collocator to Lessee upon demand.

     SECTION 20. CONDEMNATION.

     (a) If there occurs a Taking of all or a Substantial Portion of any Site,
other than a Taking for temporary use, then (i) Lessee will have the right to
terminate this Agreement as to such Site by written notice to Lessor and Sprint
Collocator within thirty (30) days of the occurrence of such Taking whereupon
the Term will automatically expire as to such Site, on the Date of Taking, as if
such date were the Site Expiration Date as to such Site and each Party shall be
entitled to prosecute, claim and retain the entire Award attributable to its
respective interest in such Site under this Agreement and (ii) Sprint Collocator
will have the right to terminate this Agreement as to Sprint Collocator's
leaseback or other use and occupancy of the Sprint Collocation Space by written
notice to Lessee within thirty (30) days of the occurrence of such Taking,
whereupon ) Sprint Collocator's rights and obligations as to the leaseback or
other use and occupancy of the Sprint Collocation Space at such Site will
automatically expire as of the Date of Taking.

     (b) If there occurs a Taking of less than a Substantial Portion of any
Site, then this Agreement and all duties and obligations of Lessee under this
Agreement in respect of such Site will remain unmodified, unaffected and in full
force and effect. Lessee will promptly proceed with the Restoration of the
remaining portion of such Site (to the extent commercially feasible) to a
condition substantially equivalent to its condition prior to the Taking. Lessee
will be entitled to apply the Award received by Lessee to the Restoration of any
Site from time to time as such work progresses; provided, that Sprint Collocator
will be entitled to prosecute and claim an amount of any Award reflecting its
interest under this Agreement. If the cost of the Restoration exceeds the Award
recovered by Lessee, Lessee will pay the excess cost. If the Award exceeds the
cost of the Restoration, the excess will be paid to Lessee.

     (c) If there occurs a Taking of any portion of any Site for temporary use,
then this Agreement will remain in full force and effect as to such Site for the
remainder of the Term as to such Site; provided that, notwithstanding anything
to the contrary contained in this Agreement, during such time as Lessee will be
out of possession of such Site, if a Master Lease Site, or unable to operate
such Site, if a Pre-Lease Site, by reason of such Taking, the failure to keep,
observe, perform, satisfy and comply with those terms and conditions of this
Agreement compliance with which are effectively impractical or impossible as a
result of Lessee's being out of possession or unable to operate (as applicable)
such Site will not be an event of default under this Agreement. The Award for
any such temporary Taking payable for any period prior to the Site Expiration
Date will be paid to Lessee and, for any period thereafter, to Lessor.


                                       50



     (d) If there occurs a Taking of any Sprint Collocation Space of any Site or
any portion of such Sprint Collocation Space, for temporary use, then this
Agreement will remain in full force and effect as to such Site for the remainder
of the then-current Term; provided that, notwithstanding anything to the
contrary contained in this Agreement, during such time as Sprint Collocator will
be out of possession of such Sprint Collocation Space by reason of such Taking,
the failure by Sprint Collocator to keep, observe, perform, satisfy, and comply
with these terms and conditions of this Agreement compliance with which are
effectively impractical or impossible as a result of Sprint Collocator's being
out of possession of such Sprint Collocation Space will not be an event of
default under this Agreement, and, in addition, Sprint Collocator will not be
liable for payment of the Sprint Collocation Charge during the period of the
temporary Taking.

     SECTION 21. WAIVER OF SUBROGATION; INDEMNITY.

     (a) Except as provided in this Agreement, to the extent permitted by
applicable Law, Lessor, Lessee and Sprint Collocator hereby waive any and all
rights of recovery, claim, action or cause of action against each other, their
respective agents, officers and employees, for any loss or damage that may occur
to any Site or their respective property at any Site, by reason of fire, the
elements, or any other cause insured against, or required to be insured against,
under the terms of policies of property insurance maintained, or required to be
maintained, for such Site, by Lessor, Lessee or Sprint Collocator (as the case
may be) under the terms of this Agreement, regardless of cause or origin. In
addition, Lessor, Lessee and Sprint Collocator will cause each such property
insurance policy carried by them insuring the their respective property at each
Site to provide that the insurer waives all rights of recovery by way of
subrogation against any other Party hereto in connection with any loss or damage
covered by the policy.

     (b) Subject to the provisions of Section 21(a) above, Lessee agrees to
indemnify and to hold each Sprint Indemnitee harmless from any and all Claims
suffered or incurred by such Sprint Indemnitee by reason of, or arising out of
(i) any default, breach, performance or nonperformance by Lessee of its
respective obligations and covenants under this Agreement, including, without
limitation, Sections 13, 15 and 18; (ii) any Claims against any Sprint
Indemnitee arising out of or resulting from (x) Lessee's use, operation,
maintenance or occupancy of any part of the Site in violation of the terms of
this Agreement or (y) any Tower Subtenant's use, operation, maintenance or
occupancy of its Communications Facility in violation of the terms of this
Agreement; (iii) any failure of Lessee to comply with any applicable Laws or
with the directives of the FCC and FAA that Lessee is required to comply with
pursuant to this Agreement or under applicable Laws; (iv) any Claims arising out
of or resulting from Lessee's acts or omissions, or the acts or omissions of any
of their respective agents, employees, engineers, contractors, subcontractors,
licensees, or invitees; and (v) any other provision of this Agreement which
provides that Lessee will indemnify and hold harmless any Sprint Indemnitee in
respect of the matters contained in such provision. If any action or proceeding
is brought against any Sprint Indemnitee by reason of any such Claim, Lessee
upon notice from such Sprint Indemnitee, covenants and agrees to defend such
action or proceeding at its expense.

     (c) Subject to the provisions of Section 21(a) above, Sprint Collocator
agrees to indemnify and to hold each Lessee Indemnitee harmless from any and all
Claims with respect to


                                       51



bodily injury, personal injury or property damage suffered or incurred by such
Lessee Indemnitee by reason of, or arising out of (i) any default, breach,
performance or nonperformance of Sprint Collocator's obligations and covenants
under this Agreement; (ii) any Claims against any Lessee Indemnitee arising out
of or resulting from Sprint Collocator's use, operation, maintenance or
occupancy of Sprint's Communications Equipment or any portion of the Site
(including the Sprint Collocation Space) in violation of the terms of this
Agreement, (iii) Sprint Collocator's failure to comply with any applicable Laws
or with the directives of the FCC and FAA as to Sprint's Communications
Equipment; (iv) any Claims against any Lessee Indemnitee arising out of or
resulting from the acts or omissions of Lessor, Sprint Collocator, their
respective Affiliates or any of Sprint Collocator's agents, employees,
engineers, contractors, subcontractors, licensees or invitees; and (v) any other
provision of this Agreement which provides that Sprint Collocator will indemnify
and hold harmless any Lessee Indemnitee in respect of the matters contained in
such provision. If any action or proceeding is brought against any Lessee
Indemnitee by reason of any such Claim, Sprint Collocator, upon notice from such
Lessee Indemnitee, covenants and agrees to defend such action or proceeding at
its expense.

     SECTION 22. SUBORDINATION OF MORTGAGES.

     All Mortgages which at any time during the Term of this Agreement may be
placed upon such Site or any portion of such Site and all documents and
instruments evidencing and securing any Secured Lessee Loan, shall be subject
and subordinate to the terms and conditions hereof.

     SECTION 23. ENVIRONMENTAL COVENANTS.

     (a) For purposes of this Agreement, the following terms will have the
following meanings: (i) "HAZARDOUS MATERIAL" or "HAZARDOUS MATERIALS" means and
includes petroleum products, flammable explosives, radioactive materials,
asbestos or any material containing asbestos, polychlorinated biphenyls, or any
hazardous, toxic or dangerous waste, substance or material defined as such or
defined as a hazardous substance or any similar term, by, in or for the purposes
of the Environmental Laws, including, without limitation Section 101(14) of
CERCLA (hereinafter defined); provided, that the term "HAZARDOUS MATERIALS" will
exclude quantities of materials or substances maintained by Lessor, Sprint
Collocator, its Affiliates, Lessee and Tower Subtenants on or about any Site
(including Tower and Improvements on such Site) in the ordinary course of
business, so long as such materials are maintained in accordance with the
applicable Environmental Laws: (ii) "RELEASE" will have the meaning given such
term, or any similar term, in the Environmental Laws, including, without
limitation Section 101(22) of CERCLA; and (iii) "ENVIRONMENTAL LAW" or
"ENVIRONMENTAL LAWS" will mean any "SUPER FUND" or "SUPER LIEN" Law, or any
other federal, state or local statute, Law, ordinance, code, rule, regulation,
order or decree, regulating, relating to or imposing liability or standards of
conduct concerning any Hazardous Materials as may now or at any time hereafter
be in effect, including, without limitation, the following, as same may be
amended or replaced from time to time, and all regulations promulgated under or
in connection with: the Superfund Amendments and Reauthorization Act of 1986;
The Comprehensive Environmental Response, Compensation and Liability Act of
1980; The Clean Air Act; The Clean Water Act; The Toxic Substances Control Act;
The Solid Waste Disposal Act, as amended by the Resource Conversation and
Recovery Act; The Hazardous Materials Transportation Act; and The Occupational
Safety and Health Act of 1970.


                                       52



     (b) Lessee covenants and agrees that: (i) Lessee will not conduct or allow
to be conducted upon any Site any business operations or activities, or employ
or use a Site, to generate, manufacture, refine, transport, treat, store,
handle, dispose of, transfer, produce, or process Hazardous Materials; provided,
that Lessee will have the right to bring, use and keep and allow any Tower
Subtenant to bring and keep on any Site in compliance with all applicable Laws,
batteries, generators and associated fuel tanks and other substances commonly
used in the industry necessary for the operation and maintenance of each Site;
(ii) Lessee will carry on its business and operations at each Site in compliance
in all respects with, and will remain in compliance with, all applicable
Environmental Laws and will ensure that all Tower Subtenants do the same: (iii)
Lessee will not create or permit to be created any Lien against any Site for the
costs of any response, removal or remedial action or clean-up of Hazardous
Materials; (iv) Lessee will promptly conduct and complete all investigations,
studies, sampling and testing, and all remedial, removal, and other actions
necessary to clean up and remove all Hazardous Materials on, from or affecting
each Site in accordance with all applicable Environmental Laws; and (v) Lessee
will promptly notify Lessor and Sprint Collocator in writing if Lessee receives
any notice, letter, citation, order, warning, complaint, claim or demand that:
(w) Lessee or any Tower Subtenant has violated, or is about to violate, any
Environmental Law, (x) there has been a Release or there is a threat of Release,
of Hazardous Materials at or from the applicable Site, (y) Lessee or any Tower
Subtenant may be or is liable, in whole or in part, for the costs of cleaning
up, remediating, removing or responding to a Release of Hazardous Materials, or
(z) a Site are subject to a Lien favor of any Governmental Authority for any
liability, cost or damages under any Environmental Law.

     (c) Lessor covenants and agrees that: (i) Lessor will not conduct, or allow
any Person under the direction or control of Lessor, upon any Site any business
operations or activities, or employ or use a Site, to generate, manufacture,
refine, transport, treat, store, handle, dispose of, transfer, produce, or
process Hazardous Materials; (ii) Lessor will carry on its business and
operations at each Site, if any, in compliance in all respects with, and will
remain in compliance with, all applicable Environmental Laws; and (iii) Lessor
will not create, or permit any Person under the direction or control of Lessor
to create, any Lien against any Site, including for the costs of any response,
removal or remedial action or clean-up of Hazardous Materials; Lessor will
promptly notify Lessee if Lessor receives any notice, letter, citation, order,
warning, complaint, claim or demand that: (w) Lessor or any Tower Subtenant has
violated, or is about to violate, any Environmental Law, (x) there has been a
Release or there is a threat of Release, of Hazardous Materials at or from the
applicable Site, (y) Lessee, Lessor or any Tower Subtenant may be or is liable,
in whole or in part, for the costs of cleaning up, remediating, removing or
responding to a Release of Hazardous Materials, or (z) a Site is subject to a
Lien favor of any Governmental Authority for any liability, cost or damages
under any Environmental Law.

     (d) Lessor agrees to indemnify and hold the Lessee Indemnitees harmless
from and against any and all Claims, including Claims of any and every kind
whatsoever paid, incurred, suffered by, or asserted against the Lessee
Indemnitees or the Sprint Collocation Space of any Site for, with respect to, or
as a result of the violation or breach of, or the failure of Lessor or Sprint
Collocator to fully and completely keep, observe, satisfy, perform and comply
with, any agreement, term, covenant, condition, requirement, provision or
restriction of Section 23(c);


                                       53



     (e) Sprint Collocator covenants and agrees that as to each Site upon which
it leases or otherwise uses or occupies any Sprint Collocation Space: (i) Sprint
Collocator will not conduct or allow to be conducted upon any such Sprint
Collocation Space of any Site any business operations or activities, or employ
or use a Sprint Collocation Space of any Site, to generate, manufacture, refine,
transport, treat, store, handle, dispose of, transfer, produce, or process
Hazardous Materials; provided, that Sprint Collocator will have the right to
bring, use and keep on the Sprint Collocation Space of any Site in compliance
with all applicable Laws, batteries, generators and associated fuel tanks and
other substances commonly used in the industry necessary for the operation and
maintenance of each Sprint Collocation Space of any Site; (ii) Sprint Collocator
will carry on its business and operations on the Sprint Collocation Space of any
Site in compliance in all respects with, and will remain in compliance with, all
applicable Environmental Laws unless non-compliance results from the acts or
omissions of Lessee or any Tower Subtenant; (iii) Sprint Collocator will not
create or permit to be created any Lien against any Sprint Collocation Space of
any Site for the costs of any response, removal or remedial action or clean-up
of Hazardous Materials unless non-compliance results from the acts or omissions
of Lessee or any Tower Subtenant; (iv) to the extent such Hazardous Materials
were deposited by Sprint Collocator, Sprint Collocator will promptly conduct and
complete all investigations, studies, sampling and testing, and all remedial,
removal, and other actions necessary to clean up and remove all Hazardous
Materials on, from or affecting the Sprint Collocation Space of each Site in
accordance with all applicable Environmental Laws; and (v) Sprint Collocator
will promptly notify Lessee in writing if Sprint Collocator receives any notice,
letter, citation, order, warning, complaint, claim or demand that: (w) Sprint
Collocator has violated, or is about to violate, any Environmental Law, (x)
there has been a Release or there is a threat of Release, of Hazardous Materials
at or from the Sprint Collocation Space of any Site, (y) Sprint Collocator may
be or is liable, in whole or in part, for the costs of cleaning up, remediating,
removing or responding to a Release of Hazardous Materials, or (z) the Sprint
Collocation Space of any Site is subject to a Lien in favor of any Governmental
Authority for any liability, cost or damages under any Environmental Law.

     (f) Except to the extent arising or resulting from the acts or omissions of
Lessor or Sprint Collocator, Lessee agrees to indemnify and hold the Sprint
Indemnitees harmless from and against any and all Claims, including Claims of
any and every kind whatsoever paid, incurred, suffered by, or asserted against
the Sprint Indemnitees or any Site for, with respect to, or as a result of the
following: (i) the presence in, on, over or under, or the escape, seepage,
leakage, spillage, discharge, emission or Release on or from any Site of any
Hazardous Materials that occurs after the Effective Date and prior to the
applicable Site Expiration Date or earlier date of termination of this
Agreement; (ii) the violation of any Environmental Laws relating to or affecting
any Site that occurs after the Effective Date (relating to a condition first
existing after the Effective Date) and prior to the applicable Site Expiration
Date or earlier date of termination of this Agreement; (iii) a Release of any
Hazardous Materials or the violation of any of the Environmental Laws that
occurs after the Effective Date and prior to the applicable Site Expiration Date
or earlier date of termination of this Agreement in connection with any other
property owned, operated or used by or on behalf of Lessee, which violation or
Release gives or may give rise to any rights whatsoever in any Party with
respect to any Site by virtue of any of the Environmental Laws; (iv) any
warranty or representation made by Lessee in this Section 23 is or becomes false
or untrue in any material respect; or (v) the violation or breach of, or the


                                       54



failure of Lessee to fully and completely keep, observe, satisfy, perform and
comply with, any agreement, term, covenant, condition, requirement, provision or
restriction of this Section 23.

     (g) Except to the extent arising or resulting from the acts or omissions of
Lessee or a Tower Subtenant, Sprint Collocator agrees to indemnify and hold the
Lessee Indemnitees harmless from and against any and all Claims, including
Claims of any and every kind whatsoever paid, incurred, suffered by, or asserted
against the Lessee Indemnitees or the Sprint Collocation Space of any Site for,
with respect to, or as a result of the violation or breach of, or the failure of
Sprint Collocator to fully and completely keep, observe, satisfy, perform and
comply with, any agreement, term, covenant, condition, requirement, provision or
restriction of Section 23(e).

     (h) Notwithstanding anything to the contrary in this Agreement, in the
event any Claim of a type giving rise to indemnification obligations under this
Section 23 is asserted against a Lessee Indemnitee and it cannot be readily
determined that it was the act or omission of Lessor or Sprint Collocator or its
Affiliate that gave rise to such Claim, it will be assumed for all purposes of
this Section 23 that it was Lessee's or a Tower Subtenant's act or omission,
Lessee will indemnify the Sprint Indemnitees in respect of such Claim pursuant
to Section 23(e), and neither Lessor nor Sprint Collocator will have any
obligation or liability to any Lessee Indemnitee in respect of such Claim unless
and until it is finally determined that Lessor's or Sprint Collocator's act or
omission gave rise to such Claim. The provisions of this Section 23 will survive
the applicable Site Expiration Date or earlier termination of this Agreement.
The foregoing provisions of this Section 23 are not intended to limit the
generality of any of the other provisions of this Agreement.

     (i) During the Term, for any dispute or litigation that arises during the
Term in connection with any Ground Lessor, Ground Lease, Collocation Agreement,
Tower Subtenant or any other issue relating to the operation of the Sites
(collectively, "DISPUTES"), Lessee shall have the right to control, prosecute,
settle and/or compromise such Disputes; provided that Lessee shall not settle or
compromise such Disputes (i) for which Lessee is seeking a claim for
indemnification under the Agreement to Lease, (ii) which would increase the
amounts owed under any Ground Lease or Collocation Agreement during the Term,
which amounts Lessee is not obligated to pay hereunder during the Term, or (iii)
result in the termination of any Ground Lease, without Lessor's consent (not to
be unreasonably withheld, conditioned or delayed); provided further that if
Lessor does reasonably withhold such consent, Lessee shall nevertheless have the
right to settle and/or compromise such Dispute at Lessee's own expense. Upon
request, Lessee shall keep Lessor reasonably informed of the status and of the
activities relating to the Disputes. Lessee shall not be required to seek the
consent of Lessor to settle any matter with a Ground Lessor that relates to the
amount of a Revenue Sharing Payment, and such settlement shall not diminish
Sprint Collocator's obligations under Section 11(g) with respect thereto.

     SECTION 24. INSURANCE.

     (a) For each Site, Lessee will procure, and will maintain in full force and
effect at all times during the Term as to the applicable Site, the following
types of insurance with respect to each Site, including the Tower and
Improvements on such Site (but excluding Sprint's Communications Equipment),
paying as the same become due all premiums for such insurance:


                                       55



          (i) commercial general public liability insurance insuring against all
     liability of Lessee and Lessee's officers, employees, agents, licensees and
     invitees arising out of, by reason of or in connection with the use,
     occupancy or maintenance of each Site (including Tower and the
     Improvements), in an amount of not less than $1,000,000 for bodily injury
     or property damage or as a result of one occurrence, and not less than
     $2,000,000 for bodily injury or property damage in the aggregate;

          (ii) umbrella or excess liability insurance with limits not less than
     $5,000,000 per occurrence and in the aggregate;

          (iii) property insurance in an amount not less than full replacement
     cost of the Tower and Improvements of each Site, against direct and
     indirect loss or damage by fire and all other casualties and risks covered
     under "ALL RISK" insurance respecting the Tower and Improvements (but
     excluding any of Sprint's Communications Equipment and Sprint's
     Improvements); and

          (iv) workers' compensation insurance covering all employees of Lessee
     and any employees of its Affiliates performing activities on the Site.

     (b) Lessee will pay all premiums for the insurance coverage which Lessee is
required to procure and maintain under this Agreement. Each insurance policy (i)
will name Lessor and Sprint Collocator as an additional insured; provided, that
such requirement will only apply to liability policies and will have no
application to workers' compensation policies; and (ii) will provide that the
policy cannot be canceled as to Lessor or Sprint Collocator except after the
insurer gives Lessor or Sprint Collocator, as applicable, thirty (30) days'
written notice of cancellation. For each Site, Lessee will deliver to Lessor and
Sprint Collocator certificates of insurance evidencing the existence of all
insurance which Lessee is required to maintain hereunder, such delivery to be
made promptly after such insurance is obtained (but not later than the Effective
Date) and not later than the date which is thirty (30) days prior to the
expiration date of any such insurance.

     (c) Sprint Collocator will procure, and will maintain in full force and
effect at all times during the Term, the following types of insurance with
respect to its Sprint Collocation Space at the Sites, paying as the same become
due all premiums for such insurance:

          (1) commercial general public liability insurance insuring against all
     liability of Sprint Collocator and its officers, employees, agents,
     licensees and invitees arising out of, by reason of or in connection with
     the use, occupancy or maintenance of the Sprint Collocation Space of each
     Site, in an amount of not less than $1,000,000 for bodily injury or
     property damage or as a result of one occurrence, and not less than
     $2,000,000 for bodily injury or property damage in the aggregate;

          (2) umbrella or excess liability insurance with limits not less than
     $5,000,000 per occurrence and in the aggregate; and

          (3) workers' compensation insurance covering all employees of Sprint
     Collocator or its Affiliates.


                                       56



     (d) Sprint Collocator will pay all premiums for the insurance coverage
which Sprint Collocator is required to procure and maintain under this
Agreement. Each insurance policy (i) will name Lessee as an additional insured;
provided, however, that such requirement will only apply to liability policies
and will have no application to workers' compensation policies; and (ii) will
provide that the policy cannot be canceled as to Lessee except after the insurer
gives Lessee thirty (30) days' written notice of cancellation. Sprint Collocator
will deliver to Lessee certificates of insurance evidencing the existence of all
insurance which Sprint Collocator is required to maintain hereunder, such
delivery to be made promptly after such insurance is obtained (but not later
than the Effective Date) and not later than the date which is thirty (30) days
prior to the expiration date of any such insurance.

     (e) All policy amounts set forth in this Section 24 will be evaluated and
increased (if necessary) every five (5) years during the Term of this Agreement
to such amounts as are customarily carried by prudent landlords and tenants in
the telecommunications industry to insure risks associated with their respective
interests in facilities comparable to the Sites. All policies of insurance
required under this Section 24 will be written on companies rated "A:VII" by AM
Best or a comparable rating and licensed in the State where the applicable Site
to which such insurance applies is located.

     (f) Neither Lessee nor Sprint Collocator will, on its own initiative or
pursuant to the request or requirement of any Tower Tenant or other Person, take
out separate insurance concurrent in form or contributing in the event of loss
with that required to be carried by such Party in this Section 24, unless the
other Party is named in the policy as an additional insured. Each Party will
immediately notify the other Party whenever any such separate insurance is taken
out and will deliver to the other Party original certificates evidencing the
same.

     SECTION 25. SPRINT RIGHT OF ALTERATION AND SUBSTITUTION.

     (a) Except as otherwise provided in this Agreement, Sprint Collocator will
have the right (for the benefit of itself or its Affiliates) to modify and/or
replace, at Sprint Collocator's expense, Sprint's Communications Equipment at
any Site so long as any such modification or replacement does not entail the
installation of Communications Equipment on any portion of the Tower located
outside the Sprint Tower Envelope that (i) materially differs in type or use
from Sprint's Communications Equipment then located on the Tower at such Site,
(ii) exceeds any limitations contained in Section 6(a), (iii) impairs the
structural integrity of the Tower or (iii) violates the provisions of Section
15. If at any Site Sprint Collocator desires to modify or replace any
Communications Equipment on the Tower with Communications Equipment that
materially differs in type or use from Sprint's Communications Equipment then
located at such Site, such modification or replacement Communications Equipment
may be installed only with the consent of Lessee, which consent shall not be
unreasonably withheld (and in connection with such consent Lessee may require
the that Sprint Collocator comply with a reasonable application process and
perform such testing and analysis at the cost of Sprint Collocator as would be
customary in accordance with industry standard requirements). Sprint Collocator
at any Site also will have the right, at its cost and expense, to make any
Alterations to the Site that it reasonably deems necessary to increase the
capacity of or otherwise augment, strengthen or enhance a Tower, subject,
however in the case of any structural Alterations to the submission of plans and
specifications to Lessee at least thirty (30) days prior to undertaking any such
Alteration, and the


                                       57



written approval of Lessee, not to be unreasonably withheld. Any Alterations to
a Site shall not adversely impact any existing Tower Subtenant or materially
diminish the marketability of space at a Site to future tower subtenants, have
the practical effect of limiting the number of potential Tower Subtenants or the
amount of Available Space on the Tower for potential use by prospective Tower
Subtenants, or otherwise diminish in any material respect the value of such
Site.

     (b) Notwithstanding anything to the contrary contained in this Agreement,
if during the Term, within fifteen (15) Business Days after request by Sprint
Collocator, Lessee will notify Sprint Collocator whether there is any Available
Space in respect of any Site. If any such Available Space then exists, Sprint
Collocator will have the Right of Substitution (for the benefit of itself or any
of its Affiliates) as to such Available Space if, in the reasonable judgment of
Lessee, such relocation will not (i) impair the structural integrity of the
Tower (and in connection with any exercise of the Substitution Right Lessee may
require that Sprint Collocator perform such testing and analysis at the cost of
Sprint Collocator as would be customary in accordance with industry standard
requirements in connection with such exercise) or cause interference in
violation of Section 15 with the Communications Equipment of any Tower Subtenant
or diminish the structural ability of the Tower to hold additional Tower
Subtenants (it being acknowledged and agreed, however (but subject to clause
(ii) immediately below), that Sprint Collocator shall be entitled to use at all
times the weight and wind loading equivalent of the Sprint Tower Envelope), or
(ii) have the practical effect of limiting the number of potential Tower
Subtenants at such Site (as compared prior to such Substitution or the rent
payable by such Tower Subtenants), provided, that Lessee may prevent Sprint
Collocator from exercising its Right of Substitution if such exercise would
cause a configuration of space that may reasonably be expected to limit Lessee's
revenue at any particular Site, including avoiding having any so-called "orphan"
space on a Tower (but with the assumption that no space on the Tower is more
expensive to rent because of its location of the Tower). If Sprint Collocator
elects to exercise its Right of Substitution, then, upon completion of the
relocation, at Sprint Collocator's expense, of the Communications Equipment and
Improvements of Sprint Collocator or its Affiliate on the Site, the previously
existing Sprint Collocation Space of the applicable Site will automatically be
released by Sprint Collocator or its Affiliate and become a part of the
Available Space of such Site (and Sprint Collocator shall deliver (or cause its
Affiliates to deliver) such space in good condition, repair and order,
reasonable wear and tear excepted, and shall remove all of Sprint's
Communications Equipment therefrom and restore any damage thereto caused by,
through or under any member of the Sprint Group), subject to the terms of this
Agreement, and concurrently therewith, the Available Space on such Site to which
the Communications Equipment and Improvements of Sprint Collocator or its
Affiliate has been relocated (but in no event shall such space be larger than
the Sprint Tower Envelope) will automatically become and constitute the Sprint
Collocation Space (provided, however, that if Sprint Collocator will maintain
Communications Equipment of less than the equivalent weight and wind loading of
nine (9) 1'x 6' panel antennas on the Tower at such Site as of the effective
date of such relocation, the Sprint Collocation Space will contain an additional
portion of such Tower so that the Sprint Collocation Space will contain the
entire amount of the Sprint Tower Envelope to the extent there is adequate
contiguous space available on the Tower as of the effective date of such
relocation) subject to Section 6; provided, however, that the weight and wind
loading criteria for such Sprint Collocation Space shall continue to be the same
as existed prior to the exercise of the Right of Substitution. The Parties will
at Sprint Collocator's sole cost and expense promptly execute such


                                       58



instruments as may be reasonably required to further evidence such Substitution,
including without limitation an amendment to Exhibit A or the applicable Site
Designation Supplement. Sprint Collocator will, at its cost and expense,
complete the relocation of its Communications Equipment.

     SECTION 26. ASSIGNMENT AND SUBLETTING.

     (a) Without the prior written consent of Lessor, Lessee may not assign this
Agreement or any of Lessee's rights under this Agreement in whole or in part, or
sublease or grant concessions or licenses or other rights for the occupancy or
use of all or any portion of any Site; provided, that, subject to any required
consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may
lease, sublease, license or otherwise make available Available Space to Tower
Subtenant for the purpose of the installation, operation and maintenance of
Communications Equipment as contemplated by, and subject to the applicable terms
and provisions of, this Agreement (and in such event Lessee will not be released
from, and will remain fully and completely liable for, payment and performance
of all of its duties, obligations and liabilities under this Agreement); (ii)
Lessee may (A) assign this Agreement in whole or in part to any Qualifying
Lessee Transferee or (B) assign all or any portion of its rights with respect to
a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as
contemplated by Section 41; provided that in the case of the transactions
described in clauses (A) and (B) immediately above the assignee of Lessee must
assume and agree to perform all of Lessee's obligations hereunder to the extent
of such assignment. In the case of an assignment of this Agreement in connection
with any transaction described in clause (B) above (other than an assignment to
a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and
after execution of a Severance Lease, Lessee shall be released from all
obligations with respect to the Sites that are leased or pre-leased under such
Severance Lease), Lessee will not be released from, and will remain fully and
completely liable for payment and performance of, all its duties, obligations
and liabilities under this Agreement. Upon any assignment permitted above to a
Qualifying Lessee Transferee, the obligations of Lessee under this Agreement
with respect to the Sites that are the subject of the assignment will cease and
terminate to the extent of such assignment, and Lessor and Sprint Collocator
will look only and solely to the Person that is the Qualifying Lessee Transferee
of Lessee's interest under this Agreement as to such Sites for performance of
all of Lessee's duties and obligations under this Agreement with respect to such
Sites from and after the date of the assignment. Notwithstanding the foregoing,
Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the
Lessee Lender with respect thereto will have the right to exercise remedies
under any such Mortgage in a manner consistent with the provisions of this
Agreement and any other agreement between Lessee, Lessor and Sprint Collocator
made in connection with this transaction.

     (b) Except as expressly permitted under this Section 26(b), Sprint
Collocator may not assign sell, convey, transfer, sublease or otherwise dispose
of this Agreement or any of its rights under this Agreement in whole or in part,
or sublease or grant concessions or licenses or other rights for the occupancy
or use of all or any portion of any Site without the consent of Lessee. Sprint
Collocator, only in the aggregate, may sell, convey, transfer, assign, sublease,
or otherwise dispose of their interests in the Sprint Collocation Space as a
whole, not in part, without the consent of Lessee, to a successor Person by way
of merger, consolidation, or other reorganization or to any Person acquiring
substantially all of the assets of Sprint Collocator and


                                       59



which Person is a wireless communications end user who intends to use
substantially all of the Sprint Collocation Space for its own wireless
communications business. In addition, Sprint Collocator will have the
unrestricted right during the Term to sell, convey, transfer, assign, sublease
or otherwise dispose of Sprint Collocator's interest in and to the Sprint
Collocation Space at any Site, in whole or in part, without the consent of
Lessee to (i) any Affiliate, or (ii) such Person who is (A) not, and none of
whose Affiliates are, a Lessee Competitor, and (B) is a wireless communication
end user in any geographic market in which Sprint Collocator has ceased to
operate or will cease to operate after the consummation of transaction that is
the subject of the assignment and subletting (collectively, a "SPRINT MARKET
ASSIGNEE"), who intends to use such Site solely for its own wireless
communications business, provided that such Sprint Market Assignee enters into a
master collocation agreement with Lessee, in the form of the then most recent
master collocations agreement between Lessee (or its Affiliates) and the Sprint
Market Assignee (or its Affiliates), or if none exists, in the form of the most
recent master collocation agreement between Global Parent (or its Affiliates)
and Sprint, or if none exists, a then market standard collocation agreement,
except that the term and Withdrawal Rights of the Sprint Market Assignee shall
reflect the term and Withdrawal Rights then applicable to the Sites that are the
subject of such assignment (and the rent shall be described in the next
following sentence), and the Sprint Market Assignee shall have no further rights
hereunder and, upon such assignment, Sprint Collocator shall vacate such Site,
and upon vacating such Site and removing the Sprint Communications Equipment
from same and restoring the Sprint Collocation Space to the condition required
by this Agreement, Sprint Collocator shall be relieved of its obligations to pay
the Sprint Collocation Charge with respect to such Site (each such transaction
described in the foregoing provisions of this Section 26(b) being a "SPRINT
TRANSFER"). If, pursuant to any assignment, sublease, conveyance, transfer or
other disposition permitted by this Agreement to a Sprint Market Assignee,
Sprint Collocator is no longer the tenant of Sprint Collocation Space, the
applicable Sprint Collocation Charge payable shall be an amount equal to the
product of (x) the then current Sprint Collocation Charge and (y) 1.25 and the
foregoing shall thereafter be subject to annual adjustment as provided for in
Section 11(b). If Sprint Collocator effects a Sprint Transfer, then, in the case
of a Sprint Transfer to a Qualifying Sprint Transferee, the obligations of
Sprint Collocator with respect to the portion of the Sprint Collocation Space
that is the subject of the Sprint Transfer will cease and terminate, and Lessee
will look only and solely to the Person that is the Qualifying Transferee of
Sprint Collocator's interest in and to such portion of the Sprint Collocation
Space for performance of all of the duties and obligations of Sprint Collocator
under this Agreement with respect to such Sprint Collocation Space from and
after the date of the Sprint Transfer. Otherwise, in the event of any Sprint
Transfer, Sprint Collocator shall remain liable under this Agreement for the
performance of Sprint Collocator's duties and obligations hereunder as to such
applicable Sprint Collocation Space that is the subject of the Sprint Transfer.

     (c) Subject to Section 26 and Section 36, neither Lessor nor any Sprint
Additional Party shall, or shall permit any Affiliate thereof to sell, convey,
transfer, assign, sublease, encumber, mortgage or otherwise hypothecate or
dispose of its interest in and to any Site, or grant concessions or licenses or
other rights for the occupancy or use of all or any portion of any Site, during
the Term.


                                       60



     (d) Each Party hereby agrees that any attempt of any Party to assign its
interest in this Agreement or any of its rights under this Agreement, in whole
or in part, in violation of this Section 26 will constitute a default under this
Agreement and will be null and void ab initio.

     SECTION 27. ESTOPPEL CERTIFICATE.

     Each Party, from time to time upon thirty (30) days' prior request by any
other Party, will execute, acknowledge and deliver to the requesting Party, or
to a Person designated by such requesting Party, a certificate stating that this
Agreement is unmodified and in full effect (or, if there have been
modifications, that this Agreement is in full effect as modified, and setting
forth such modifications) and the dates to which Rent, Pre-Lease Rent, Sprint
Collocation Charges and other sums payable under this Agreement have been paid,
and either stating that to the knowledge of the signer of such certificate no
default exists under this Agreement or specifying each such default of which the
signer has knowledge. The requesting Party, at such Party's cost and expense,
will cause such certificate to be prepared for execution by the requested Party.
Any such certificate may be relied upon by any prospective Mortgagee or
purchaser of any portion of a Site.

     SECTION 28. HOLDING OVER.

     (a) If Lessee remains in possession of the Leased Property of any Master
Lease Site after expiration or termination of the Term as to such Master Lease
Site without any express written agreement by Lessor, then Lessee will be and
become a tenant at sufferance, and there will be no renewal or extension of the
Term as to such Master Lease Site by operation of Law.

     (b) If during the Term of this Agreement Sprint Collocator remains in
possession of the Sprint Collocation Space of any Site after expiration or
termination of Sprint Collocator's leaseback of or other right to use and occupy
the Sprint Collocation Space at such Site without any express written agreement
by Lessee, then Sprint Collocator will be a month-to-month tenant with the
monthly Sprint Collocation Charge equal to one hundred fifty percent (150%) of
the monthly Sprint Collocation Charge last applicable to the Sprint Collocation
Space and subject to all of the other terms set forth in this Agreement, and
there will be no renewal or extension of this Agreement as to the lease of the
Sprint Collocation Space by operation of Law.

     SECTION 29. RIGHTS OF ENTRY AND INSPECTION.

     (a) Lessor and Sprint Collocator and their respective representatives,
agents and employees, at such Person's sole cost and expense, will be entitled
to enter any portion of any Site at all reasonable times and with advance notice
in accordance with and to the extent required under Section 6(a) for the
purposes of inspecting such Site, making any repairs or replacements or
performing any maintenance, and performing any work on the Site, to the extent
required or permitted by this Agreement. Nothing in this Section 29 will imply
or impose any duty or obligation upon Lessor or Sprint Collocator to enter upon
any Site at any time for any purpose, or to inspect any Site at any time, or to
perform, or pay the cost of, any work which Lessee is required to perform under
any provision of this Agreement, and neither Lessor nor Sprint Collocator has
any such duty or obligation.


                                       61



     (b) Sprint Collocator will permit Lessee and Lessee's representatives to
inspect Sprint's Communications Equipment located on the Tower in accordance
with industry standard practices to ascertain compliance with the provisions of
this Agreement. Except in the event of an Emergency only, and only for the
purposed of making repairs or replacements to address such Emergency, Lessee
shall not be entitled to have access to or inspect any other of Sprint's
Communications Equipment. Nothing in this Section 29 will imply or impose any
duty or obligation upon Lessee to enter upon any Site at any time for any
purpose, or to inspect the Leased Property at any time, or to perform, or pay
the cost of, any work which Sprint Collocator or its Affiliates is required to
perform under any provision of this Agreement, and Lessee has no such duty or
obligation. Sprint Collocator agrees to indemnify and hold the Lessee
Indemnitees harmless from and against and in respect of any and all Claims,
paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner
arising out of, by reason of, or in connection with any entry onto any Site by
Sprint Collocator or any of its Affiliates, employees, agents, contractors,
subcontractors, engineers, agents, advisors, consultants or representatives.

     SECTION 30. RIGHT TO ACT FOR LESSEE.

     (a) In addition to and not in limitation of any other remedy Lessor or
Sprint Collocator may have under this Agreement, if Lessee fails to make any
payment or to take any other action (or to cause any Tower Subtenant to take any
action) when and as required under this Agreement, subject to the following
sentence, Lessor or Sprint Collocator may, without demand upon Lessee and
without waiving or releasing Lessee from any duty, obligation or liability under
this Agreement, make any such payment or take any such other action required of
Lessee. Unless Lessee's failure results in or relates to an Emergency, Lessor or
Sprint Collocator, as applicable, will give Lessee at least ten (10) days prior
written notice of Lessor's or Sprint Collocator's intended action and Lessee
will have the right to cure such failure within such ten (10) day period unless
the same is not able to be remedied in such ten (10) day period, in which event
such ten (10) day period will be extended, provided Lessee has commenced such
cure within such ten (10) day period and continuously prosecutes the performance
of the same to completion with due diligence. No notice will be required in the
event of an Emergency. The actions which Lessor or Sprint Collocator may take
will include, but are not limited to, the performance of maintenance or repairs
and the making of replacements to the Towers and Improvements on each Site (and
Lessor or Sprint Collocator, as applicable, will have full access to the Sites
for such purpose), the payment of insurance premiums which Lessee is required to
pay under this Agreement, the payment of Ground Rent which Lessee is required to
pay under the Ground Leases and the payment of Taxes which Lessee is required to
pay under this Agreement. Lessor or Sprint Collocator may pay all incidental
costs and expenses incurred in exercising its rights under this Agreement,
including, without limitation, reasonable attorneys' fees and expenses,
penalties, re-instatement fees, late charges, and interest. An amount equal to
one hundred twenty percent (120%) of the total amount of the costs and expenses
(including salaries and benefits of employees) incurred by Lessor or Sprint
Collocator in accordance with this Section 30 is referred to as the
"REIMBURSABLE MAINTENANCE EXPENSES", and will be due and payable by Lessee upon
demand and bear interest at the rate of twelve percent (12%) per annum from the
date five (5) days after demand until paid by Lessee.

     (b) For purposes of this Section 30, the term "EMERGENCY" means any event
that causes, has caused or is likely to cause: (i) any bodily injury, personal
injury or property damage;


                                       62



(ii) the immediate suspension, revocation, termination or any other adverse
effect as to any licenses and/or permits; or (iii) any material adverse effect
on the ability of Sprint Collocator or its Affiliates, or any Tower Subtenants,
to operate Communications Equipment; or (iv) any failure of any Site to comply
in any material respect with applicable FCC or FAA regulations or other
licensing requirements.

     SECTION 31. DEFAULTS AND REMEDIES.

     (a) The following events constitute events of default by Lessor or any
Sprint Additional Party:

          (i) if Lessor or any Sprint Additional Party (or any Affiliate
     thereof) fails to perform any obligation under any Ground Lease (other than
     any obligation assumed by Lessee hereunder) that results in a default or
     breach under such Ground Lease and such failure continues (x) for more ten
     (10) days, or (y) if the cure period under such Ground Lease for such
     default or breach (A) is less than ten (10) days, such lesser period of
     time or, (B) is greater than ten (10) days, such greater period of time, in
     each case after written notice from Lessee;

          (ii) if Lessor or any Sprint Additional Party (or any Affiliate
     thereof) violates or breaches, or fails to observe, keep, satisfy, perform
     and comply with, any material agreement, term, covenant, condition,
     requirement, restriction or provision of this Agreement in respect of any
     Site, and (x) Lessor or such Sprint Additional Party or Affiliate thereof
     (as applicable) does not cure such violation, breach or failure within
     thirty (30) days after Lessee gives Lessor written notice of such
     violation, breach or failure (or such lesser period provided herein), or
     (y) such violation, breach or failure (which is not a failure to pay money)
     is incapable of being cured within thirty (30) days, and Lessor or such
     Sprint Additional Party or Affiliate thereof (as applicable) does not
     commence to cure such violation, breach or failure within such thirty (30)
     day period and continuously prosecute the performance of the same to
     completion with due diligence, provided, if any such default causes Lessee
     to be in default under any Collocation Agreement existing prior to the
     Effective Date, the thirty (30) day periods referenced above in this
     Section 31(a)(ii) shall be reduced to such lesser time period as Lessee
     notifies Lessor in writing that Lessee has to comply under such Collocation
     Agreement;

          (iii) if Lessor or any Sprint Additional Party, or any Affiliate
     thereof that is the tenant under a Ground Lease for a Non-Contributable
     Site, becomes insolvent or makes an assignment for the benefit of
     creditors; or if any action is brought by Lessor seeking its dissolution or
     liquidation of its assets or seeking the appointment of a trustee, interim
     trustee, receiver or other custodian for any of its property; or if Lessor
     or any Sprint Additional Party, or any Affiliate thereof that is the tenant
     under a Ground Lease for a Non-Contributable Site, commences a voluntary
     proceeding under the Federal Bankruptcy Code; or if any action or petition
     is otherwise brought by Lessor seeking similar relief or alleging that it
     is insolvent or unable to pay its debts as they mature; or if any action is
     brought against Lessor seeking its dissolution or liquidation of any of its
     assets, or seeking the appointment of a trustee, interim trustee, receiver
     or other custodian for any of its property, and any such action is
     consented to or acquiesced in by Lessor or


                                       63



     any Sprint Additional Party, or any Affiliate thereof that is the tenant
     under a Ground Lease for a Non-Contributable Site, or is not dismissed
     within ninety (90) days after the date upon which it was instituted; or if
     any proceeding under the Federal Bankruptcy Code is instituted against
     Lessor or any Sprint Additional Party, or any Affiliate thereof that is the
     tenant under a Ground Lease for a Non-Contributable Site, and (A) an order
     for relief is entered in such proceeding, or (B) such proceeding is
     consented to or acquiesced in by Lessor or any Sprint Additional Party, or
     any Affiliate thereof that is the tenant under a Ground Lease for a
     Non-Contributable Site, or is not dismissed within ninety (90) days after
     the date upon which it was instituted; or if any action or petition is
     otherwise brought against Lessor seeking similar relief or alleging that it
     is insolvent, unable to pay its debts as they mature or generally not
     paying its debts as they become due, and such action or petition is
     consented to or acquiesced in by Lessor or any Sprint Additional Party, or
     any Affiliate thereof that is the tenant under a Ground Lease for a
     Non-Contributable Site, or is not dismissed within ninety (90) days after
     the date upon which it was brought;

          (iv) if the lease or pre-lease of any Site to Lessee is rejected under
     Section 365 of the Federal Bankruptcy Code;

          (v) the occurrence of any "event of default" by any Additional Master
     Lease Lessor or Additional Master Lease Sprint Additional Party under any
     Cross-Defaulted Master Lease and Sublease will be deemed a separate breach
     hereof and an "event of default" hereunder.

     (b) Upon the occurrence of any event of default by any Sprint Additional
Party or any Affiliate thereof under Sections 31(a)(iii) or 31(a)(iv) or an
event of default under Section 31(a)(v) (provided, solely with respect to an
event of default under Section 31(a)(v), such event of default relates to an
"event of default" by an Additional Master Lease Sprint Additional Party or any
Affiliate thereof under Sections 31(a)(iii) or 31(a)(iv) of a Cross-Defaulted
Master Lease and Sublease), Lessee may terminate Sprint Collocator's rights with
respect to the leaseback or other use and occupancy of the Sprint Collocation
Space at any or all Sites, by giving Sprint Collocator written notice of
termination, and Sprint Collocator's rights with respect to the leaseback or
other use and occupancy of the Sprint Collocation Space at the affected Site(s)
will be terminated thirty (30) days after Sprint Collocator's receipt of such
termination notice, provided, however, this Agreement shall otherwise remain in
full force and effect. Upon the occurrence of any event of default by Lessor or
any Sprint Additional Party or Affiliate thereof under Section 31(a)(i) or
31(a)(ii) in respect of any Site, Lessee may terminate, at its election, Sprint
Collocator's (or its Affiliates) rights with respect to the leaseback or other
use and occupancy of the Sprint Collocation Space at the affected Site, by
giving Sprint Collocator written notice of termination of Sprint Collocator's
(or its Affiliates') rights with respect to the leaseback or other use and
occupancy of the Sprint Collocation Space at the affected Site, and this
Agreement will be terminated as to Sprint Collocator's (or its Affiliates')
rights with respect to Collocation Space at the affected Site thirty (30) days
after Sprint Collocator 's receipt of such termination notice, provided,
however, this Agreement shall otherwise remain in full force and effect.
Additionally, upon the occurrence of events of default not cured during the
applicable time period for curing same (whether of the same or different types)
by any of Lessor, any Sprint Additional Party or any Affiliate thereof under
Section 31(a) and/or by any Additional Master


                                       64



Lease Lessors or Additional Master Lease Sprint Additional Parties or Affiliate
thereof under Section 31(a) of any Cross-Defaulted Master Lease and Sublease,
which defaults hereunder and thereunder are in respect of more than twenty
percent (20%) of the Cross-Defaulted Sites, in the aggregate, during any
consecutive five (5) year period, which (i) results in material harm to the
business and operations of Lessee and the Additional Master Lease Lessees, as a
collective whole, and subject to arbitration under Section 31(h) and Section
31(h) of the other Cross-Defaulted Master Leases and Subleases, as applicable
(it being understood if a right of arbitration is exercised with respect to
whether an "event of default" has occurred under any Cross-Defaulted Master
Lease and Sublease as to any particular "event of default" declared under such
Cross-Defaulted Master Lease and Sublease, such right may not be exercised a
second time hereunder as a result of the fact that such "event of default" is
also an event of default under Section 31(a)(v)), as to any dispute as to
whether any event of default has occurred and is continuing, and (ii) such
default is not the result of any default of Lessee hereunder and/or a default of
an Additional Master Lease Lessee under any other Cross-Defaulted Master Lease
and Sublease or the occurrence of one or more force majeure events, Lessee shall
have the right to (x) purchase all of the Sites and the other Cross-Defaulted
Sites for an aggregate purchase price of $100 by giving Lessor written notice of
its exercise of such purchase option (which notice shall contain a reasonably
specific description of each of such events of default), and such option shall
be exercised pursuant to the provisions of Section 36, mutatis mutandis, and
Section 36 of the Cross Defaulted Master Leases and Subleases, mutatis mutandis,
except that the Option Purchase Price shall be $100 in the aggregate hereunder
and under the Cross-Defaulted Master Lease and Sublease and/or (y) terminate
Sprint Collocator's rights with respect to the leaseback or other use and
occupancy of the Sprint Collocation Space at any or all Sites. Notwithstanding
anything to the contrary contained herein, if Lessor disputes that it is in
default hereunder, and Lessor is determined to be in default pursuant to Section
31(h), if Lessor, within twenty (20) days following a determination that it is
in default under Section 31(h), commences cure of such default and diligently
completes same, an event of default with respect to Lessor shall not be deemed
to have occurred (it being understood that if the underlying "event of default"
occurred under another Cross-Defaulted Master Lease and Sublease, any cure
period shall run and cure right shall only be exercisable under and in
accordance with such Cross-Defaulted Master Lease and Sublease (and not
hereunder)). Any termination by Lessee of Sprint Collocator's rights with
respect to any or all Sites pursuant to this Section 31(b) shall not diminish or
limit any obligation of Sprint Collocator to pay the Sprint Collocation Charge
provided for herein or any other amounts with respect to such Site(s).

     (c) The following events constitute events of default by Sprint Collocator:

          (i) if Sprint Collocator fails to timely pay any portion of the Sprint
     Collocation Charge, and any such failure continues for ten (10) days after
     written notice from Lessee (it being understood the aggregate Sprint
     Collocation Charge is a single non-severable payment with respect to all of
     the Sites);

          (ii) if Sprint Collocator fails to timely pay any other amount payable
     under hereunder not constituting a portion of the Sprint Collocation
     Charge, and such failure continues for ten (10) days after written notice
     from Lessee;


                                       65



          (iii) if Sprint Collocator violates or breaches, or fails to observe,
     keep, satisfy, perform and comply with, any material agreement, term,
     covenant, condition, requirement, restriction or provision of this
     Agreement in respect of any Site, and (x) Sprint Collocator does not cure
     such violation, breach or failure within thirty (30) days after Lessee
     gives Sprint Collocator written notice of such violation, breach or
     failure, or (y) such violation, breach or failure (which is not a failure
     to pay money) is incapable of being cured within thirty (30) days, and
     Sprint Collocator does not commence to cure such violation, breach or
     failure within such thirty (30) day period and continuously prosecute the
     performance of the same to completion with due diligence;

          (iv) if Sprint Collocator becomes insolvent or makes an assignment for
     the benefit of creditors; or if any action is brought by Sprint Collocator
     seeking its dissolution or liquidation of its assets or seeking the
     appointment of a trustee, interim trustee, receiver or other custodian for
     any of its property; or if Sprint Collocator commences a voluntary
     proceeding under the Federal Bankruptcy Code; or if any action or petition
     is otherwise brought by Sprint Collocator seeking similar relief or
     alleging that it is insolvent or unable to pay its debts as they mature; or
     if any action is brought against Sprint Collocator seeking its dissolution
     or liquidation of any of its assets, or seeking the appointment of a
     trustee, interim trustee, receiver or other custodian for any of its
     property, and any such action is consented to or acquiesced in by Sprint
     Collocator or is not dismissed within ninety (90) days after the date upon
     which it was instituted; or if any proceeding under the Federal Bankruptcy
     Code is instituted against Sprint Collocator and (A) an order for relief is
     entered in such proceeding, or (B) such proceeding is consented to or
     acquiesced in by Sprint Collocator or is not dismissed within ninety (90)
     days after the date upon which it was instituted; or if any action or
     petition is otherwise brought against Sprint Collocator seeking similar
     relief or alleging that it is insolvent, unable to pay its debts as they
     mature or generally not paying its debts as they become due, and such
     action or petition is consented to or acquiesced in by Sprint Collocator or
     is not dismissed within ninety (90) days after the date upon which it was
     brought;

          (v) if Sprint Collocator rejects its rights to sublease or right to
     use any Site under Section 365 of the Bankruptcy Code; or

          (vi) the occurrence of any "event of default" by any Additional Master
     Lease Sprint Collocator under any Cross-Defaulted Master Lease and Sublease
     will be deemed a separate breach hereof and an "event of default"
     hereunder.

     (d) Upon the occurrence of any event of default by Sprint Collocator under
Sections 31(c)(i), 31(c)(iv) or 31(c)(v) or an event of default under Section
31(c)(vi) (provided, solely with respect to an event of default under Section
31(c)(vi), such event of default relates to an "event of default" by an
Additional Master Lease Sprint Collocator under Sections 31(c)(i), 31(c)(iv) or
31(c)(v) of a Cross-Defaulted Master Lease and Sublease), Lessee may terminate
this Agreement as to the leaseback or other use and occupancy of the Sprint
Collocation Space at any or all Sites leased, used or occupied by Sprint
Collocator by giving Sprint Collocator written notice of termination, and this
Agreement will be terminated as to such Sites thirty (30) days after Sprint
Collocator's receipt of such termination notice; provided, however that no such
notice of termination given as a result of a failure set forth in Section
31(c)(i) shall be effective


                                       66



unless and until such failure continues for an additional ten (10) Business Day
period after Lessee has given Sprint Collocator an additional written notice of
such failure which contains the following statement in capital letters and bold
face type: "THIS NOTICE CONSTITUTES THE FINAL NOTICE OF NON-PAYMENT AND IF YOU
FAIL TO PAY ALL OUTSTANDING AMOUNTS WITHIN TEN (10) BUSINESS DAYS AFTER THIS
NOTICE, YOUR RIGHTS UNDER THE MASTER LEASE AND SUBLEASE AGREEMENT MAY BE
TERMINATED." Upon the occurrence of any event of default by Sprint Collocator
under Section 31(c)(ii) as to the Sprint Collocation Space of a Site, Lessee may
terminate, at its election, this Agreement as to the applicable Site or Sprint
Collocator's leaseback or other use and occupancy of the Sprint Collocation
Space at such Site at any time prior to the ninetieth (90) day after the
occurrence of such event of default by giving Sprint Collocator written notice
of termination, and this Agreement will be terminated as to the applicable Site
or as to the applicable Sprint Collocation Space, as applicable, thirty (30)
days after Sprint Collocator's receipt of such termination notice. Additionally,
upon the occurrence of events of default not cured during the applicable time
period for curing same (whether of the same or different types) by Sprint
Collocator under Section 31(c) and/or by any Additional Master Lease Sprint
Collocators under Section 31(c) of any Cross-Defaulted Master Lease and
Sublease, which defaults hereunder and thereunder are in respect of more than
twenty percent (20%) of the Cross-Defaulted Sites, in the aggregate, during any
consecutive five (5) year period, which (i) results in material harm to the
business and operations of Lessee, and the Additional Master Lease Lessees, as a
collective whole, and subject to arbitration under Section 31(h) and Section
31(h) of the other Cross-Defaulted Master Leases and Subleases, as applicable
(it being understood if a right of arbitration is exercised with respect to
whether an "event of default" has occurred under any Cross-Defaulted Master
Lease and Sublease as to any particular "event of default" declared under such
Cross-Defaulted Master Lease and Sublease, such right may not be exercised a
second time hereunder as a result of the fact that such "event of default" is
also an event of default under Section 31(c)(vi)), as to any dispute as to
whether any event of default has occurred and is continuing, and (ii) such
default is not the result of any default of Lessee hereunder and/or a default of
an Additional Master Lease Lessee under any other Cross-Defaulted Master Lease
and Sublease or the occurrence of one or more force majeure events, Lessee shall
have the right to (x) purchase all of the Sites and the other Cross-Defaulted
Sites for an aggregate purchase price of $100 by giving Lessor written notice of
its exercise of such purchase option (which notice shall contain a reasonably
specific description of each of such events of default), and such option shall
be exercised pursuant to the provisions of Section 36, mutatis mutandis, and
Section 36 of the Cross Defaulted Master Leases and Subleases, mutatis mutandis,
except that the Option Purchase Price shall be $100 in the aggregate hereunder
and under the Cross-Defaulted Master Lease and Sublease and/or (y) terminate
Sprint Collocator's rights with respect to the leaseback or other use and
occupancy of the Sprint Collocation Space at any or all Sites. Notwithstanding
anything to the contrary contained herein, if Sprint Collocator disputes that it
is in default hereunder, and Sprint Collocator is determined to be in default
pursuant to Section 31(h), if Sprint Collocator, within twenty (20) days
following a determination that it is in default under Section 31(h), commences
cure of such default and diligently completes same, an event of default with
respect to Sprint Collocator shall not be deemed to have occurred (it being
understood that if the underlying "event of default" occurred under another
Cross-Defaulted Master Lease and Sublease, any cure period shall run and cure
right shall only be exercisable under and in accordance with such
Cross-Defaulted Master Lease and Sublease (and not hereunder)).


                                       67



     (e) The following events constitute events of default by Lessee:

          (i) (A) if Lessee fails to timely pay Ground Rent as provided in
     Section 4(a) or otherwise fails to perform any obligation assumed by Lessee
     hereunder under any Ground Lease as provided in Section 4(a) and such
     failure continues for more than (x) ten (10) days, or (y) if the cure
     period under the Ground Lease is (I) less than ten (10) days, such lesser
     period of time or (II) is greater than ten (10) days, such greater period
     of time, in each case after written notice from Lessor or the applicable
     Sprint Additional Party, or (B) if Lessee otherwise fails to make payment
     of any amount due under this Agreement and such failure continues for more
     than ten (10) days after written notice from Lessor (provided, the
     foregoing shall not be a default if Lessee is in a good faith dispute under
     a Ground Lease, and the Ground Lessor thereunder may not exercise any right
     to terminate the Ground Lease during the pendancy of such dispute);

          (ii) if Lessee violates or breaches, or fails to fully and completely
     observe, keep, satisfy, perform and comply with, any material term,
     covenant, condition, requirement, restriction or provision of this
     Agreement with respect to any Site, and does not cure such violation,
     breach or failure within thirty (30) days after Lessor or Sprint Collocator
     gives Lessee written notice of such failure, or, if such failure (which is
     not a failure to pay money) can be cured, but not within thirty (30) days,
     and Lessee does not commence to cure such failure within such thirty (30)
     day period and continuously prosecute the performance of the same to
     completion with due diligence;

          (iii) if Lessee becomes insolvent or makes an assignment for the
     benefit of creditors; or if any action is brought by Lessee seeking its
     dissolution or liquidation of its assets or seeking the appointment of a
     trustee, interim trustee, receiver or other custodian for any of its
     property; or if Lessee commences a voluntary proceeding under the Federal
     Bankruptcy Code; or if any action or petition is otherwise brought by
     Lessee seeking similar relief or alleging that it is insolvent or unable to
     pay its debts as they mature; or if any action is brought against Lessee
     seeking its dissolution or liquidation of any of its assets, or seeking the
     appointment of a trustee, interim trustee, receiver or other custodian for
     any of its property, and any such action is consented to or acquiesced in
     by Lessee or is not dismissed within ninety (90) days after the date upon
     which it was instituted; or if any proceeding under the Federal Bankruptcy
     Code is instituted against Lessee and (A) an order for relief is entered in
     such proceeding, or (B) such proceeding is consented to or acquiesced in by
     Lessee or is not dismissed within ninety (90) days after the date upon
     which it was instituted; or if any action or petition is otherwise brought
     against Lessee seeking similar relief or alleging that it is insolvent,
     unable to pay its debts as they mature or generally not paying its debts as
     they become due, and such action or petition is consented to or acquiesced
     in by Lessee or is not dismissed within thirty (30) days after the date
     upon which it was brought;

          (iv) If the leaseback to Sprint Collocator or other right by Sprint
     Collocator to use and occupy the Sprint Collocation Space is rejected by
     Lessee under Section 365 of the Federal Bankruptcy Code; or


                                       68



          (v) The occurrence of any "event of default" by any Additional Master
     Lease Lessee under any Cross-Defaulted Master Lease and Sublease will be
     deemed a separate breach hereof and an "event of default" hereunder.

     (f) Upon the occurrence of any event of default by Lessee under Section
31(e) in respect of any Site (or if Lessor or any applicable Sprint Additional
Party elects to terminate this Agreement in respect of any Site pursuant to
Section 12(c)), Lessor or any applicable Sprint Additional Party may terminate
this Agreement as to the applicable Site by giving Lessee written notice of
termination, and this Agreement will be terminated as to such Site, at the time
designated by Lessor or Sprint Collocator, as applicable, in its notice of
termination to Lessee, unless otherwise provided herein. Upon (i) the occurrence
of events of default not cured during the applicable time period for curing same
(whether of the same or different types), by Lessee under Section 31(e) and/or
by any Additional Master Lease Lessee under Section 31(e) of any Cross-Defaulted
Master Lease and Sublease, which defaults hereunder and thereunder are in
respect of more than twenty percent (20%) of the Cross-Defaulted Sites, in the
aggregate, during any consecutive five (5) year period, which (A) results in
material harm to the business and operations of Lessor, Sprint Collocator, the
Additional Master Lease Lessors and Additional Master Lease Collocators, as a
collective whole, and subject to arbitration under Section 31(h) and Section
31(h) of the other Cross-Defaulted Master Leases and Subleases, as applicable
(it being understood if a right of arbitration is exercised with respect to
whether an "event of default" has occurred under any Cross-Defaulted Master
Lease and Sublease as to any particular "event of default" declared under such
Cross-Defaulted Master Lease and Sublease, such right may not be exercised a
second time hereunder as a result of the fact that such "event of default" is
also an event of default under Section 31(e)(v)), and, (B) such default is not
the result of any default of Lessor or Sprint Collocator hereunder and/or a
default of an Additional Master Lease Lessor or Additional Master Lease
Collocator or the occurrence of one or more force majeure events, and (ii)
failure of Guarantor after reasonable advance notice from Lessor to perform its
payment obligations under Section 42 with respect to such event of default,
Lessor or Sprint Collocator may terminate this Agreement as to all Sites, by
giving Lessee written notice of termination (which notice shall contain a
reasonably specific description of each of such events of default), and this
Agreement will be terminated as to all Sites at the time designated by Lessor or
Sprint Collocator in its notice of termination to Lessee. Notwithstanding
anything to the contrary contained herein, if Lessee disputes that it is in
default hereunder, and Lessee is determined to be in default pursuant to Section
31(h), if Lessee (or Guarantor), within twenty (20) days following a
determination that it is in default under Section 31(h), commences cure of such
default and diligently completes same, an event of default with respect to
Lessor shall not be deemed to have occurred (it being understood that if the
underlying "event of default" occurred under another Cross-Defaulted Master
Lease and Sublease, any cure period shall run and cure right shall be
exercisable only under such Cross-Defaulted Master Lease and Sublease (and not
hereunder)).

     (g) Lessor, Sprint Collocator or Lessee, as applicable, may pursue any
remedy or remedies provided in this Agreement or any remedy or remedies provided
for or allowed by law or in equity, separately or concurrently or in any
combination, including, without limitation, (i) specific performance or other
equitable remedies; or (ii) money damages arising out of such default; or (iii)
in the case of Lessee's default, Lessor or Sprint Collocator may perform, on
behalf of Lessee, Lessee's obligations under the terms of this Agreement
pursuant to Section 31.


                                       69



Any exercise of remedies under any Cross-Defaulted Master Lease and Sublease
shall not limit or prevent the exercise of remedies hereunder.

     (h) Notwithstanding anything in this Agreement to the contrary, if (i) any
Party receives any notice of a default under this Agreement or (ii) Lessor, or
any Sprint Additional Party or Sprint Collocator gives Lessee a notice of
termination pursuant to Section 31(f), or (iii) Lessee gives Lessor or any
Sprint Additional Party a notice of termination under Section 31(b) or Section
31(d) (as applicable) the Party receiving any such notice shall have the right,
within ten (10) days after receipt of such notice (the "DECISION PERIOD"), to
initiate arbitration proceedings to determine the existence of any such default
or termination right. To the extent any such notices are also delivered at or
about the same time under other Cross-Defaulted Master Leases and Subleases, any
arbitration hereunder and under the other Cross-Defaulted Master Leases and
Subleases shall be one consolidated arbitration conducted by the same
arbitrators. Such arbitration proceedings will be initiated with three Qualified
Arbitrators, with one selected by each of Lessor and Lessee and the third
mutually selected by the Parties, each Party acting reasonably, and if the
Parties cannot agree the third arbitrator shall, selected by the two other
arbitrators. The arbitration will be held in Chicago, Illinois or such other
location as is mutually agreeable to the Parties. All arbitrations will be
governed by the applicable commercial rules of the American Arbitration
Association ("AAA") for accelerated arbitration proceedings. The arbitrators
will prepare in writing, and provide to the Parties, such arbitrators'
determination, including factual findings and the reasons on which the
determination was based. The decision of a majority of the arbitrators will be
final, binding and conclusive and will not be subject to review or appeal and
may be enforced in any court having jurisdiction over the Parties. During the
Decision Period and thereafter, if a Party elects to initiate arbitration
proceeding under this Section 31(h), until the conclusion of the arbitration
proceedings and the rendering of the decision of the arbitrators, any right or
remedy provided under this Agreement to the Party alleging the default or
termination right may not be exercised. "QUALIFIED ARBITRATOR" shall mean a
person with at least ten years experience in the commercial real estate
business, including experience with cellular tower assets.

     (i) A Party's pursuit of any one or more of the remedies provided in this
Agreement will not constitute an election of remedies excluding the election of
another remedy or other remedies, or a forfeiture or waiver of any amounts
payable under this Agreement as to the applicable Site by such Party or waiver
of any relief or damages or other sums accruing to such Party by reason of the
other Party's failure to fully and completely keep, observe, perform, satisfy
and comply with all of the agreements, terms, covenants, conditions,
requirements, provisions and restrictions of this Agreement. Notwithstanding
anything to the contrary contained in this Agreement, neither Party will be
liable to the other Party for indirect, incidental, special or consequential
damages, including but not limited to lost profits, however arising, even if a
Party has been advised of the possibility of such damages.

     (j) Either Party's forbearance in pursuing or exercising one or more of its
remedies will not be deemed or construed to constitute a waiver of any event of
default or of any remedy. No waiver by either Party of any right or remedy on
one occasion will be construed as a waiver of that right or remedy on any
subsequent occasion or as a waiver of any other right or remedy then or
thereafter existing. No failure of either Party to pursue or exercise any of its
powers, rights or remedies or to insist upon strict and exact compliance by the
other Party with any


                                       70



agreement, term, covenant, condition, requirement, provision or restriction of
this Agreement, and no custom or practice at variance with the terms of this
Agreement, will constitute a waiver by either Party of the right to demand
strict and exact compliance with the terms and conditions of this Agreement.
Except as otherwise provide herein, any termination of this Agreement pursuant
to Sections 31(b), 31(d) or 31(f), or partial termination of a Parties' rights
hereunder, shall not terminate or diminish any Parties' rights with respect to
the obligations that were to be performed on or before the date of such
termination.

     SECTION 32. QUIET ENJOYMENT.

     Lessee will, subject to the terms and conditions of this Agreement,
peaceably and quietly hold and enjoy the Leased Property of each Master Lease
Site and shall have the right provided herein to operate each Pre-Lease Site
during the Term thereof without hindrance or interruption from Lessor, any Party
comprising Sprint or any other Sprint Group Member.

     SECTION 33. NO MERGER.

     There will be no merger of this Agreement or any subleasehold interest or
estate created by this Agreement in any Site with any superior estate held by a
Party by reason of the fact that the same Person may acquire, own or hold,
directly or indirectly, both the subleasehold interest or estate created by this
Agreement in any Site and such superior estate; and this Agreement will not be
terminated, in whole or as to any Site, except as expressly provided in this
Agreement. Without limiting generality of the foregoing provisions of this
Section 33, there will be no merger of the subleasehold interest or estate
created by this Agreement in Lessee in any Site with any with any underlying fee
interest that Lessee may acquire in any Site that is superior or prior to such
subleasehold interest or estate created by this Agreement in Lessee.

     SECTION 34. BROKER AND COMMISSION.

     (a) All negotiations in connection with this Agreement have been conducted
by and between Lessor, Lessee and Sprint without the intervention of any Person
or other party as agent or broker other than Banc of America Securities LLC and
Citigroup Global Markets Inc. (the "FINANCIAL ADVISORS"), which are advising
Sprint Parent in connection with this Agreement and related transactions.

     (b) Each of Lessor, Lessee and Sprint Collocator (on behalf of its
Affiliates) warrants and represents to the other that there are no broker's
commissions or fees payable by it in connection with this Agreement by reason of
its respective dealings, negotiations or communications other than the advisor's
fee payable to the Financial Advisors which will be payable by Sprint Parent.
Lessor, Lessee and Sprint Collocator will, and do hereby indemnify, defend and
hold harmless each other from and against the Claims of any and all brokers,
agents and other intermediaries alleging a commission, fee or other payment to
be owing by reason of their respective dealings, negotiations or communications
in connection with this Agreement.

     SECTION 35. RECORDING OF MEMORANDUM OF AGREEMENT OR SITE DESIGNATION
SUPPLEMENT.


                                       71



     (a) Subject to the applicable provisions of the Agreement to Lease and
Sublease, for each Master Lease Site, upon the execution of this Agreement or
after any Conversion Closing, Lessee may, at its cost and expense, cause a
memorandum of agreement in the form attached hereto as Exhibit B to be filed in
the appropriate County property records (unless the Ground Lease for any
applicable Master Lease Site prohibits such recording) to provide constructive
notice to third parties of existence of this Agreement. In addition, Lessee may,
at its cost and expense, promptly following the execution of each Site
Designation Supplement, cause such Site Designation Supplement with respect to
the applicable Master Lease Site to be filed in the appropriate County property
records unless the Ground Lease for the applicable Site prohibits such
recording. The costs of recording the Site Designation Supplements shall be paid
as set forth in Section 3.8 of the Agreement to Lease and Sublease.

     (b) In addition to and not in limitation of any other provision of this
Agreement, the Parties will have the right to review and make corrections, if
necessary, to any and all exhibits to this Agreement or to the Site Designation
Supplements. After making such corrections, Lessee will re-record such Site
Designation Supplement to reflect such corrections, if requested by any Party,
at the expense of the requesting Party. The Parties will cooperate with each
other to cause changes to be made in the Site Designation Supplement for such
Site, if such changes are requested by either Party to evidence any permitted
changes in the description of the Sprint Collocation Space respecting such Site,
including, without limitation changes in Sprint Collocator's antennas or other
parts of its Communications Facility at such Site. In addition to, and not in
limitation of the foregoing, either Party will have the right, at its sole
expense, to cause any amendment to such Site Designation Supplement to be
recorded, including without limitation, in connection with such changes.

     SECTION 36. PURCHASE OPTION.

     (a) RIGHT TO PURCHASE. If this Agreement will not have been earlier
terminated, or an event of default by Lessee will not have occurred and be
continuing at the date of option exercise or the date fixed for purchase (as
such date is specified below), Lessee will have an option, exercisable no
earlier than one (1) year and no later than one hundred twenty (120) days prior
to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to elect to
purchase the right, title and interest of Lessor and any applicable Party
comprising Sprint or any other Person holding an interest therein by, through or
under Sprint or by acquisition thereof from Sprint from, on and after the
Effective Date (collectively, the "OPTION SELLERS") in all (but not less than
all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites,
Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s))
then subject to this Agreement for the net aggregate Option Purchase Price
attributable to the Purchase Sites (and on the other terms and subject to the
conditions specified in this Agreement). Lessee may exercise such purchase
option by submitting to the Option Sellers in writing an offer to purchase all
of the Purchase Sites within the Option Trigger Window in accordance with the
terms hereof, provided further, Lessee may only exercise such option if at or
about the same time as the exercise by Lessee of its purchase option hereunder,
each Additional Master Lease Lessee exercises its respective purchase option
pursuant to Section 36 of its respective Additional Master Leases and Sublease.
The Option Sellers will be obligated to sell, and Lessee will be obligated to
buy, all such Master Lease Sites at a closing to be effective as of the Purchase
Option Closing Date. Except as provided in this Section 36, Lessee will have no
right or option to purchase any Sites subject to


                                       72



this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf
of all Persons acquiring an interest in any Site (except for a Sprint Market
Assignee who signs a separate collocation agreement with Lessee) that their
rights in and to the Sites are subject to the provisions of this Section 36.

     (b) PAYMENT OF THE OPTION PURCHASE PRICE. Lessee will pay to the Option
Sellers the net aggregate Option Purchase Price for the Purchase Sites in cash
or immediately available funds on or prior to the closing of such sale. At the
closing of such sale, each of the Option Sellers will transfer or cause to be
transferred its applicable Purchase Sites, at Lessee's expense, to Lessee and
the Term as to the Purchase Sites will end. Risk of loss for the Purchase Sites
purchased pursuant to this Section 36 will pass from the Option Sellers to
Lessee upon payment of the applicable purchase price by Lessee to the Option
Sellers.

     (c) TRANSFER BY LESSOR. Any transfer of Purchase Sites by the Option
Sellers to Lessee pursuant to this Section 36 will include:

          (i) an assignment of each Option Seller's interest in any Ground Lease
     for such Purchase Site (which shall contain an assumption by Lessee of all
     of the obligations of such Option Seller under such Ground Lease and an
     agreement by Lessee to indemnify such Option Seller and each other Sprint
     Indemnitee from claims, losses or damages related to such obligations), a
     transfer of fee simple title to the Land for any Purchase Site which is an
     Owned Purchase Site, a transfer of each such Option Seller' interest in the
     applicable Tower and related assets (other than Sprint's Improvements or
     Sprint's Communications Equipment) and all appurtenances thereto; provided,
     that for so long as the Ground Lease, as amended, modified, or extended, is
     still in effect for any Purchase Site, Sprint Collocator will be entitled
     to lease the Sprint Collocation Space on each such Purchase Site from
     Lessee for successive five (5) year terms at rental rate equal to the
     then-current market rental rates for comparable locations; provided, that
     the Sprint Collocation Charge will thereafter be subject to increase on an
     annual basis at the beginning of each five (5) year term in an amount equal
     to the CPI Change; provided, if Lessee and Sprint Collocator fail to agree
     on a rental rate for one or more of the Purchase Sites, such rental rate
     will be determined for each applicable Purchase Site by a nationally
     recognized independent accounting firm mutually acceptable to Sprint
     Collocator and Lessee. The cost of the determination of the rental rate
     will be shared equally by Sprint Collocator and Lessee. Sprint Collocator
     will have the right to elect to terminate any such lease with respect to a
     Purchase Site as of the expiration of each five (5) year term by giving no
     less than sixty (60) days prior written notice of such termination to
     Lessee;

          (ii) to the extent legally transferable, all rights of each such
     Option Seller under or pursuant to warranties, representations and
     guarantees made by suppliers or manufacturers in connection with such
     Purchase Site, but excluding any rights to receive amounts under such
     warranties, representations and guarantees representing reimbursements for
     items paid by such Option Seller; and

          (iii) to the extent legally transferable, all known and unknown
     rights, claims, credits, causes of action, or rights to commence any causes
     of action or rights of


                                       73



     setoff of each such Option Seller against third parties relating to such
     Purchase Site arising on or after the date of transfer, including
     unliquidated rights under manufacturers' and vendors' warranties, but
     excluding all amounts representing reimbursements for items paid by such
     Option Seller.

     (d) EVIDENCE OF TRANSFER. Each of the Option Sellers and Lessee will enter
into assignments, deeds (with warranties of title as to such Option Sellers'
actions only), bills of sale and such other documents and instruments as the
other may reasonably request to evidence any transfer of such Purchase Sites.

     (e) TRANSFER TAXES. Any Transfer Taxes incurred in connection with the
transfer of Purchase Sites by the Option Sellers to Lessee pursuant to this
Section 36 will be divided equally between Lessor and Lessee.

     (f) NO WARRANTIES. Any transfer of a Purchase Site by any Option Seller to
Lessee pursuant to this Agreement will be "AS IS" and without any warranty
whatsoever by such Option Seller, except that in any transfer of a Purchase Site
by any such Option Seller to Lessee pursuant to this Agreement, such Option
Seller will warrant that the Option Seller has not previously transferred title
to such Purchase Site that is so transferred and will convey the interest of
such Option Seller with limited warranty stating that the Purchase Site is free
of Liens or other matters created or arising by, through or under the Option
Seller or any other Sprint Group Member from and after the Effective Date.

     SECTION 37. NET LEASE.

     This Agreement, insofar as it relates to the lease or the use and operation
by Lessee of any Site or the Leased Property on any Site is a net lease and,
except as otherwise expressly provided in Sections 14, 20, 31 and 41 of this
Agreement, will not terminate. Neither Lessee nor Sprint Collocator will be
entitled to any abatement, reduction, setoff, counterclaim, defense or deduction
with respect to any Rent, Pre-Lease Rent, Sprint Collocation Charge, amount
payable under Section 11(h) or other sum payable under this Agreement. Except as
otherwise expressly provided in Sections 14, 20, 31 and 41 of this Agreement,
the obligation of Lessee and Sprint Collocator under this Agreement will not be
affected by reason of: (a) any damage to or destruction of any Site or any part
of such Site by any cause whatsoever; (b) any condemnation of any Site; (c) any
prohibition, limitation, restriction or prevention of Lessee's use or enjoyment
of a Site by any Person; (d) any matter affecting title to any Site or any part
of such Site; (e) any loss of use or possession by Lessee of a Site or any
portion of such Site, by reason of title paramount or otherwise; (f) the
invalidity or unenforceability of any provision of this Agreement or the
impossibility or illegality of performance by Lessor or Lessee or both; (g) any
action of any Governmental Authority; or (h) any other cause or occurrence
whatsoever, whether similar or dissimilar to the foregoing.

     SECTION 38. COMPLIANCE WITH SPECIFIC FCC REGULATIONS.

     (a) Lessee understands and acknowledges that Tower Subtenants are engaged
in the business of operating Communications Equipment at each Site. The
Communications Equipment is subject to the regulations of the FCC, including
without limitation regulations


                                       74



regarding exposure by workers and members of the public to the radio frequency
emissions generated by Sprint's Communications Equipment. Lessee acknowledges
that such regulations prescribe the permissible exposure levels to emissions
from the Communications Equipment which can generally be met by maintaining safe
distances from such Communications Equipment. To the extent Lessee is required
to do so under applicable FCC regulations, Lessee will install, or cause the
Tower Subtenants to install, at its or their expense, such marking, signage or
barriers to restrict access to any Site as Lessee deems necessary in order to
comply with the applicable FCC regulations, with respect to Communications
Equipment other than Sprint's Communications Equipment, and with respect to
Sprint's Communications Equipment, Sprint Collocator will install same. To the
extent Lessee is required to do so under applicable FCC regulations, Lessee
further agrees to post, or to cause the Tower Subtenants to post, prominent
signage at all points of entry to each Site containing instructions as to any
potential risk of exposure and methods for minimizing such risk, with respect to
Communications Equipment other than Sprint's Communications Equipment, and with
respect to Sprint's Communications Equipment Sprint Collocator will install
same. Lessee will cooperate in good faith with Sprint Collocator to minimize any
confusion or unnecessary duplication that could result in similar signage being
posted with respect to any of Sprint's Communications Equipment at or near any
Site in respect of any Sprint Collocation Space on such Site.

     (b) Lessee further agrees to alert all personnel working at or near each
Site, including Lessee's maintenance and inspection personnel, to heed all of
Lessee's or Tower Subtenant's signage or restrictions with respect to such Site,
to maintain the prescribed distance from the Communications Equipment, and to
otherwise follow the posted instructions. Lessee further agrees to give each
Tower Subtenant at least ten (10) days' advance written notice of any repair or
maintenance work to be performed on any Site which would require work in closer
proximity to the Communications Equipment than prescribed by the signage or
restrictions, to abide by any provisions in the Collocation Agreement related to
such work and allow such work to be monitored by such Tower Subtenant, if
required by such Tower Subtenant.

     (c) Lessor and Sprint Collocator will cooperate (and Sprint Collocator
shall cause its Affiliates to cooperate) with each Tower Subtenant on a
going-forward basis with respect to each Site in order to help insure that such
Tower Subtenant complies with the applicable FCC regulations.

     (d) Sprint Collocator acknowledges and agrees that Sprint's Communications
Equipment at each Site is subject to the regulations of the FCC, including,
without limitation, regulations regarding exposure by workers and members of the
public to the radio frequency emissions generated by Sprint's Communications
Equipment and Sprint Collocator agrees to comply (and Sprint Collocator shall
cause its Affiliates to comply) with all FCC Regulations and all other
Applicable Laws. Sprint Collocator acknowledges that such regulations prescribe
the permissible exposure levels to emissions from its Communications Equipment
which can generally be met by maintaining safe distances from such
Communications Equipment. Sprint Collocator will install at its expense such
marking, signage, or barriers to restrict access to any of Sprint's
Communications Equipment on a Site in respect of any Sprint Collocation Space on
such Site as Sprint Collocator deems necessary in order to comply with the
applicable FCC regulations. Sprint Collocator will cooperate in good faith with
Lessee to minimize any confusion or unnecessary duplication that could result in
similar signage being posted with


                                       75



respect to any of Sprint's Communications Equipment at or near any Site in
respect of any Sprint Collocation Space on such Site. Sprint Collocator, at its
option, may also install signage at any Site identifying Sprint's Communication
Facility at such Site and providing for contact information in the case of
emergency.

     (e) Sprint Collocator further agrees to alert all personnel working at or
near each Site, including Sprint Collocator's maintenance and inspection
personnel, to maintain the prescribed distance from the Communications
Equipment, and to otherwise follow the posted instructions of Lessee.

     SECTION 39. TAX INDEMNITIES.

     (a) INCOME TAX INDEMNITY.

          (1) TAX ASSUMPTIONS. In entering into this Agreement and related
documents, the Sprint Group has made the following assumptions regarding the
characterization of the transactions contemplated under this Agreement for
federal income tax purposes (the "TAX ASSUMPTIONS"):

          (i) for federal income tax purposes, this Agreement will be treated as
     a "true lease" with respect to all of the Leased Property, the members of
     the Sprint Group will be treated, directly or indirectly through one or
     more entities that are classified as partnerships or disregarded entities
     for federal income tax purposes, as the owners and sublessors of the Leased
     Property, and Lessee will be treated (or, if Lessee is a disregarded entity
     for federal income tax purposes, the entity treated as the owner of Lessee
     for federal income tax purposes) as the lessee of the Leased Property;

          (ii) following the execution of this Agreement, the Sprint Group will
     be entitled to deduct, pursuant to Section 168(b) of the Code, depreciation
     deductions with respect to the Sprint Group's adjusted tax basis in the
     Leased Property using the same depreciation method(s) as in effect
     immediately before the execution of this Agreement ("FEDERAL DEPRECIATION
     DEDUCTIONS");

          (iii) prepaid Rent and Pre-Lease Rent with respect to each Site will
     be paid under a single lease subject to Section 467 of the Code and will be
     characterized in part as a loan under section 467 of the Code and Treasury
     Regulations issued under such section and the Sprint Group will be entitled
     to deduct interest attributable thereto with respect to each Site as set
     forth in Exhibit H;

          (iv) the only amounts that any Sprint Group Member will be required to
     include in gross income with respect to the transactions contemplated by
     this Agreement and related documents will be (A) Rent and Pre-Lease Rent as
     it accrues as rent in accordance with the terms of this Agreement and the
     application of Section 467 of the Code and Treasury Regulations issued
     under such section and as set forth in Exhibit H with respect to each Site;
     (B) any indemnity (including any gross up) pursuant to this Agreement; (C)
     any amounts paid or otherwise recognized pursuant to a voluntary sale or
     other disposition by any Sprint Group Member (other than a sale or
     disposition attributable to a default by Lessee and/or the exercise of
     remedies by Lessor or Sprint or


                                       76



     its Affiliates under this Agreement) of any Leased Property, it being
     understood for these purposes that a sale or disposition that may be deemed
     to have occurred on the Effective Date is not a sale; (D) proceeds upon
     Lessee's exercise of the purchase option pursuant to Section 36 of this
     Agreement; (E) any costs and expenses of Lessor or Sprint (and any interest
     thereon) paid or reimbursed by Lessee pursuant to this Agreement; (F)
     income attributable to the reversion of Alterations made by Lessee to
     Lessor at the end of the Term; (G) amounts expressly identified as interest
     in the Agreement and payable to Lessor or any Sprint Group Member; (H) any
     other amount to the extent such item of income results in an equal and
     offsetting deduction; and (I) any income or gain from an acceleration of
     Rent or Pre-Lease Rent as a result of the expiration or termination of a
     ground lease with respect to a Site listed in paragraphs 9 through 15 of
     Section 4.5 of the Contributors Disclosure Letter (as defined in the
     Agreement to Lease and Sublease); and

          (v) the combined effective federal and net state income Tax rate
     applicable to each Sprint Group Member will be thirty-nine percent (39%)
     (the "ASSUMED RATE"), comprised of thirty-five percent (35%) for the
     assumed federal rate and four percent (4%) (which is net of federal income
     Tax benefits) for the assumed state rate.

          (2) LESSEE'S REPRESENTATIONS AND COVENANTS. Lessee hereby represents
and covenants to each Sprint Group Member as follows:

          (i) Lessee, any Affiliate of Lessee, any assignee or sublessee of
     Lessee, and any user (other than Lessor or Sprint or its Affiliates) of any
     portion of the Leased Property will not claim depreciation deductions as
     the owner of any of the Leased Property for federal income Tax purposes
     during the Term (and thereafter unless Lessee purchases such property
     pursuant to Section 36 of this Agreement), with respect to such Leased
     Property or portion of such Leased Property, except with respect to
     Alterations financed by Lessee or such assignee, sublessee, or other user,
     nor will they take any other action in connection with filing a Tax return
     or otherwise which would be inconsistent with (i) the treatment of the
     Sprint Group Members as the direct or indirect owners and lessors of the
     Leased Property for federal income tax purposes, (ii) the Tax Assumptions,
     or (iii) Section 11 and Exhibit H of this Agreement.

          (ii) none of the Leased Property will constitute "tax-exempt use
     property" as defined in Section 168(h) of the Code other than solely as a
     result of use by Lessor, Sprint or its Affiliates and any other Person that
     is a Tower Subtenant as of the date of the Agreement to Lease and Sublease;

          (iii) on the Effective Date, no Alterations to any of the Leased
     Property will be required in order to render any of the Leased Property
     complete for its intended use by Lessee except for ancillary Severable
     Alterations that are customarily selected and furnished by lessees of
     property similar in nature to the Leased Property;

          (iv) Lessee has no current plan or intention of making any Alteration
     or repair with respect to any of the Leased Property that would not be
     treated as severable improvements or permitted nonseverable improvements
     within the meaning of Revenue Procedure 2001-28, 2001-1 C.B. 1156;


                                       77



          (v) Lessee has no current plan or intention of making any Alteration
     or repair with respect to any of the Leased Property the value of which as
     of the end of the Term with respect to such Leased Property would compel
     Lessee to exercise any of the purchase options under Section 36 of this
     Agreement; and

          (vi) Lessee is not obligated to exercise any of the purchase options
     provided in Section 36 of this Agreement, it has not decided whether it
     will exercise any of the purchase options provided in Section 36 of this
     Agreement, and it has no plans to enter into or incur such obligation or to
     make such decision in the immediate future.

          (3) INDEMNITY FOR TAX LOSSES.

          (i) If, as a result of

               (A) the inaccuracy of any representation of Lessee, or the breach
          of any covenant of Lessee, set forth in Section 39(a)(2) of this
          Agreement;

               (B) any act of Lessee, or any assignee or sublessee of Lessee or
          any user of the Leased Property (other than Lessor or Sprint or its
          Affiliates) during the Term, other than (i) the execution or delivery
          of the Transaction Documents and (ii) any act required under the
          Transaction Documents or any Permitted Act;

               (C) the failure by Lessee to perform any act required of it under
          any of the Transaction Documents;

               (D) any disposition of Leased Property attributable to a default
          by Lessee and/or the exercise of remedies under this Agreement;

               (E) the bankruptcy of Lessee; or

               (F) An inaccuracy, breach, act, or omission of or by Lessee under
          Section 39(a)(3) of any Cross-Defaulted Master Lease and Sublease.

any Sprint Group Member (each a "TAX INDEMNITEE") will not claim on the relevant
income tax return based upon a written opinion from independent tax counsel
reasonably acceptable to Lessee (setting forth in reasonable detail the facts
and analysis upon which such opinion is based) that there is no reasonable basis
as defined in Treas. Reg. Section 1.6662-3(b)(3) as in effect on the Effective
Date for claiming all or any portion of the Federal Income Tax Benefits, will
lose the right to claim all or any portion of the Federal Income Tax Benefits,
will suffer a loss of, disallowance of, or delay in obtaining all or any portion
of the Federal Income Tax Benefits, or will be required to recapture all or any
portion of the Federal Income Tax Benefits, or any Tax Indemnitee will suffer an
Inclusion (any such event being referred to as a "TAX LOSS"), then, within
thirty (30) days after receipt of a written demand from or on behalf of the Tax
Indemnitee


                                       78



describing in reasonable detail the Tax Loss and the computation of
the amount payable (a "TAX INDEMNITY NOTICE"), Lessee will pay to such Tax
Indemnitee as an indemnity the amount specified in the Tax Indemnity Notice.
Subject to other adjustments required by this Section 39(a)(3)(i), such
indemnity payment will be calculated in the Tax Indemnity Notice to equal, on an
After-Tax Basis, the sum of (y) the amounts of any additional federal and state
income taxes payable by such Tax Indemnitee for the taxable year (calculated at
the Assumed Rate in the case of a Tax Loss respecting Federal Income Tax
Benefits and calculated at the highest marginal applicable federal and state
rates then in effect in the case of a Tax Loss respecting an Inclusion) and any
interest thereon (calculated to the date such payment is made using the actual
interest rates for underpayments of tax applicable to the relevant periods),
plus (z) the amount of any penalties and additions to tax actually payable as a
result of such Tax Loss and attributable thereto. The indemnity payment will be
a net lump-sum amount, taking into account all past and anticipated future Tax
Losses and Tax savings at the Assumed Rate, and using a discount rate equal to
the Applicable Federal Rate (as defined in Code Section 1274(d)(1) then in
effect) to present value future Tax Losses and Tax savings. Any indemnity
payment made pursuant to this Section 39(a)(3)(i) will be made on an "AFTER-TAX
BASIS" which means that any such payment will also include a "gross-up" for any
federal or state income Taxes (determined at the highest marginal applicable
federal and state rates then in effect) payable by such Tax Indemnitee with
respect to the receipt or accrual of such indemnity payment, including such
gross-up. Notwithstanding any other provision of this Section 39(a)(3)(i) to the
contrary, Lessee will not be required to make any payment under this Section
39(a)(3)(i) earlier than, (a) in the case of a Tax Loss that is not being
contested pursuant to Section 39(d) of this Agreement, the date such Tax
Indemnitee (or the common parent of the consolidated group in which it is a
member, as the case may be) files the applicable federal income Tax return,
estimated or final as the case may be, which would first properly reflect the
additional federal income Tax that would be due as a result of the Tax Loss and
(b) in the case of a Tax Loss that is being contested pursuant to Section 39(d)
of this Agreement, thirty (30) days after the date on which a Final
Determination is made (or as otherwise provided in Section 39(d)) and (c) twenty
(20) days after the receipt by Lessee of the Tax Indemnity Notice.

          (ii) Verification of Calculations. Lessee may timely request that any
     Tax Indemnity Notice be verified by a nationally recognized independent
     accounting firm or a lease advisory firm selected by Lessee and reasonably
     acceptable to such Tax Indemnitee. Such verification will be at Lessee's
     expense unless such accounting firm determines that the amount payable by
     Lessee is more than ten percent less than the amount shown on the Tax
     Indemnity Notice, in which event the Tax Indemnitee will pay such costs. In
     order to enable such independent accountants to verify such amounts, the
     Tax Indemnitee will provide to such independent accountants (for their
     confidential use and not to be disclosed to Lessee or any other person) all
     information reasonably necessary for such verification.

          (4) EXCEPTIONS. Notwithstanding any provision of this Section 39(a) to
the contrary, Lessee will not be required to make any payment to any Tax
Indemnitee in respect of any Tax Loss to the extent that any such Tax Loss
occurs as a result of one or more of the following:


                                       79



          (i) other than as a result of an Alteration by Lessee, the entry into
     a New Lease under Section 40 of this Agreement or any severance of this
     Agreement under Section 41, the determination that this Agreement is not a
     "true lease" for federal income tax purposes or that the members of the
     Sprint Group, directly or indirectly through one or more entities that are
     classified as partnerships or disregarded entities for federal income tax
     purposes, are not the owners or sublessors of the Leased Property, or that
     Section 467 of the Code does not apply to this Agreement in accordance with
     its terms;

          (ii) the voluntary sale, assignment, transfer, or other disposition or
     the involuntary sale, assignment, transfer, or other disposition
     attributable to the bankruptcy, insolvency or the breach of any covenant or
     obligation of the Tax Indemnitee set forth in the Transaction Documents of
     or by any such Tax Indemnitee or any of its Affiliates, in either case, of
     any of the Leased Property or portion of such Leased Property by any such
     Tax Indemnitee or any of its Affiliates other than a sale, assignment,
     transfer, or disposition (A) contemplated by the Transaction Documents; (B)
     otherwise resulting from the exercise by any Sprint Group Member of its
     rights or performance of its obligations under the Transaction Documents;
     or (C) attributable to a default by Lessee and/or exercise of remedies
     under this Agreement;

          (iii) the gross negligence or willful misconduct of such Tax
     Indemnitee;

          (iv) penalties, interest, or additions to Tax to the extent based upon
     issues unrelated to the transactions contemplated by this Agreement and
     related documents;

          (v) Lessee's exercise of the purchase option provided in Section 36 of
     this Agreement;

          (vi) the failure by the Sprint Group or any Sprint Group Member timely
     or properly to claim any Federal Income Tax Benefits or to exclude income
     on the appropriate Tax return other than in accordance with Section
     39(a)(3) of this Agreement;

          (vii) any failure of the Tax Indemnitee to have taken all the actions,
     if any, required of it by Section 39(d) of this Agreement to contest the
     Loss and such failure materially prejudices the ability to contest, and
     Lessee has a reasonable basis for such contest (other than a failure
     attributable in whole or part to the failure of Lessee to follow the
     procedures set forth in Section 39(d) of this Agreement);

          (viii) any change in Law enacted, adopted or promulgated on or after
     the date of the Agreement to Lease and Sublease, provided that this
     exclusion shall not apply to any (1) change in tax rates applicable to the
     making of any indemnity payment for a Tax Loss (a) respecting Federal
     Income Tax Benefits on an After-Tax basis or (b) respecting an Inclusion or
     (2) substitution or replacement of any Leased Property after a change in
     Law;

          (ix) the failure of the Sprint Group, or any single Sprint Group
     Member, to have sufficient income or Tax liability to benefit from the
     Federal Income Tax Benefits;


                                       80



          (x) the inclusion of income by a Sprint Group Member as a result of
     the reversion of Alterations made by Lessee to Lessor at the end of the
     Term;

          (xi) a determination that Sprint is not holding the Leased Property in
     the ordinary course of a trade or business or that Sprint did not enter
     into the transactions contemplated by the Transaction Documents for profit;

          (xii) the existence of, or any consequence of, the prepayment of the
     Rent, or the application of Section 467 of the Code or the Treasury
     regulations promulgated thereunder, provided that the Lessee makes all
     payments when due and accrues all rental expense in accordance with the
     Proportional Rent as set forth in Exhibit H and provided further that this
     exclusion will not apply to the entry into a New Lease under Section 40 of
     this Agreement or any severance of this Agreement under Section 41;

          (xiii) any tax election by a Sprint Group Member that is inconsistent
     with the Tax Assumptions to the extent of a resulting increase in the
     Lessee's indemnity obligations hereunder;

          (xiv) a Tax Loss with respect to any period occurring after (and not
     simultaneously with) (1) the expiration or earlier termination of the Term
     with respect to a Site or (2) the return to Sprint of the Leased Property
     related to a Site, in either case other than interest, fines, penalties and
     additions to tax resulting from a Tax Loss that would not be excluded under
     this clause (xvi);

          (xv) the breach or inaccuracy of any representation, warranty or
     covenant by any Sprint Group Member in any of the Transaction Documents
     (except to the extent such breach or inaccuracy is attributed to a breach
     or inaccuracy of any representation, warranty or covenant of Lessee or an
     Affiliate under the Transaction Documents);

          (xvi) any exclusion under Section 39(a)(4) of any Cross-Defaulted
     Master Lease and Sublease.

     (b) GENERAL TAX INDEMNITY.

          (1) Lessee agrees to pay and to indemnify, protect, defend, save, and
keep harmless each Sprint Group Member on an After-Tax Basis, from and against
any and all Taxes upon or with respect to (A) any of the Leased Property, any
portion of such Leased Property, or any interest therein (B) the acquisition,
purchase, sale, financing, leasing, subleasing, ownership, maintenance, repair,
redelivery, alteration, insuring, control, use, operation, delivery, possession,
repossession, location, storage, refinancing, refund, transfer of title,
registration, reregistration, transfer of registration, return, or other
disposition of any of the Leased Property or any portion of such Leased
Property, or interest in such Leased Property, (C) the rental payments,
receipts, or earnings arising from the Leased Property, any portion of such
Leased Property, or any interest in such Leased Property, or payable pursuant to
this Agreement, or any other payment or right to receive payment pursuant to any
related document, or (D) any Alteration, removal, substitution, maintenance, or
repair of any of the Leased Property


                                       81



          (2) EXCLUSIONS FROM GENERAL TAX INDEMNITY. The provisions of Section
16 and Section 39(b)(1) will not apply to, and Lessee will have no
responsibility under Section 16 and no liability under Section 39(b)(1) with
respect to:

          (i) Taxes on any Sprint Group Member (other than such Taxes that are
     sales, use, rental, property, stamp, document filing, license, or ad
     valorem Taxes, or value added Taxes that are in the nature of or in lieu of
     such Taxes) imposed on any such member that are franchise Taxes, privilege
     Taxes, doing business Taxes, or Taxes imposed on, based on or measured by,
     gross or net income, receipts, capital, or net worth of any such member
     which are imposed by any state, local, or other taxing authority within the
     United States or by any foreign or international taxing authority;

          (ii) Taxes imposed by any jurisdiction on any Sprint Group Member
     solely as a result of its activities in such jurisdiction unrelated to the
     transactions contemplated by this Agreement and related documents;

          (iii) Taxes on any Sprint Group Member that would not have been
     imposed but for the willful misconduct or gross negligence of any such
     member or an Affiliate of any Sprint Group Member or the inaccuracy or
     breach of any representation, warranty, or covenant of such Tax Indemnitee
     or any of its Affiliates under the Transaction Documents (except to the
     extent such inaccuracy or breach is attributed to an inaccuracy or breach
     of any representation, warranty or covenant of Lessee or an Affiliate under
     the Transaction Documents);

          (iv) Taxes which are attributable to any period or circumstance
     occurring after the expiration or earlier termination of the Term with
     respect to a Site, except to the extent attributable to (I) a failure of
     Lessee or any of its transferees or sublessees or users of the Leased
     Property (other than Lessor or Sprint or its Affiliates) to fully discharge
     its obligations under this Agreement and related documents, (II) Taxes
     imposed on or with respect to any payments that are due after the
     expiration or earlier termination of the Term with respect to a Site and
     which are attributable to a period or circumstance occurring prior to or
     simultaneously with such expiration or earlier termination, (III) the entry
     into a New Lease under Section 40 of this Agreement; or (IV) any severance
     of this Agreement under Section 41;

          (v) any Tax that is being contested in accordance with the provisions
     of Section 39(d) during the pendency of such contest, but only for so long
     as such contest is continuing in accordance with Section 39(d) and payment
     is not otherwise required pursuant to Section 39(d);

          (vi) Taxes imposed on a Tax Indemnitee that would not have been
     imposed but for any act of such Tax Indemnitee (or any Affiliate thereof)
     that is expressly prohibited, or omission of an act that is expressly
     required, as the case may be, by any Transaction Document;

          (vii) Taxes that would not have been imposed but for any voluntary
     sale, assignment, transfer, pledge, or other disposition or hypothecation
     or the involuntary sale,


                                       82



     assignment, transfer, or other disposition attributable to the bankruptcy,
     insolvency or the breach of any covenant or obligation of the Tax
     Indemnitee set forth in the Transaction Documents of or by any such Tax
     Indemnitee, in either case, of any of the Leased Property or portion of
     such Leased Property by any such Tax Indemnitee other than a sale,
     assignment, transfer, or disposition (A) contemplated by the Transaction
     Documents, (B) otherwise resulting from the exercise by any Sprint Group
     Member of its rights or performance of its obligations under the
     Transaction Documents or (C) attributable to a default by Lessee and/or
     exercise of remedies under this Agreement;

          (viii) Taxes imposed on a Tax Indemnitee that would not have been
     imposed but for such Tax Indemnitee's (or Affiliate's) breach of its
     contest obligations under Section 39(d) (but only to the extent such breach
     materially prejudices the Lessee's ability to contest such Taxes or results
     in an increase in the amount of Lessee's indemnification obligation
     hereunder);

          (ix) Taxes imposed on a Tax Indemnitee in the nature of interest,
     penalties, fines and additions to Tax to the extent based upon issues
     unrelated to the transactions contemplated by the Transaction Documents;

          (x) Taxes imposed on any Sprint Group Member that are United States
     federal, state or local net income Taxes of any such member;

          (xi) Taxes imposed in connection with or as a result of the leasing or
     use of the Sprint Collocation Space by Sprint or its Affiliates or the
     payment or accrual of the Sprint Collocation Charge; or

          (xii) Taxes to the extent that they are not the responsibility of
     Lessee as described in Section 16(a) without regard to this subsection.

The provisions of this Section 39(b)(2) will not apply to any Taxes imposed in
respect of the receipt or accrual of any payment made by Lessee on an After-Tax
Basis.

          (3) REPORTS. If any report, return, certification, or statement is
required to be filed with respect to any Tax that is the responsibility of
Lessee under Section 16 or is subject to indemnification under this Section
39(b), Lessee will timely prepare and file the same to the extent permitted by
law (except for (i) any report, return, or statement relating to any net income
Taxes or, (ii) any report, return, or statement relating to any other Taxes not
subject to indemnity under Section 39(b)(2)(i) or any Taxes in lieu of or
enacted in substitution for any of the foregoing, except that, in such cases,
Lessee will timely provide information necessary to file such report, return, or
statement, (iii) any report, return, or statement relating to Property taxes or
(iv) any other report, return, certification, or statement which any Sprint
Group Member has notified Lessee that such member intends to prepare and file);
provided, that any Sprint Group Member will have furnished Lessee, at Lessee's
expense, with such information reasonably necessary to prepare and file such
returns as is within such member's control. Lessee will either file such report,
return, certification, or statement and send a copy of such report, return,
certification, or statement to the member, or, where not so permitted to file,
will notify the member of such requirement within a reasonable period of time
prior to the due date for filing


                                       83



(without regard to any applicable extensions) and prepare and deliver such
report, return, certification, or statement to the member. In addition, within a
reasonable time prior to the time such report, return, certification, or
statement is to be filed, Lessee will, to the extent permitted by law, cause all
billings of such Taxes to be made to each Sprint Group Member in care of Lessee,
make such payment, and furnish written evidence of such payment. Lessee will
furnish promptly upon written request such data, records and documents as any
Sprint Group Member may reasonably require of Lessee to enable such member to
comply with requirements of any taxing jurisdiction arising out of such member's
participation in the transactions contemplated by this Agreement and related
documents.

          (4) PAYMENTS. With the exception of Property Taxes, any Tax for which
Lessee is responsible under Section 16 or any tax indemnified under this Section
39(b) will be paid by Lessee directly when due to the applicable taxing
authority if direct payment is permitted, or will be reimbursed to the
appropriate Sprint Group Member on demand if paid by such member in accordance
herewith. Property Taxes will be paid in accordance with Sections 16(b) and (c).
Except as explicitly provided in Section 16 or as otherwise provided in this
Section 39(b), all amounts payable to a Sprint Group Member under Section 16 or
this Section 39 will be paid promptly in immediately available funds, but in no
event later than the later of (i) ten (10) business days after the date of such
demand or (ii) two (2) Business Days before the date the Tax to which such
amount payable relates is due or is to be paid and will be accompanied by a
written statement describing in reasonable detail the Tax and the computation of
the amount payable. Such written statement will, at Lessee's request, as long as
payment is not delayed, be verified by a nationally recognized independent
accounting firm selected by such member. Such verification will be at Lessee's
expense unless the accounting firm determines that the amount payable by Lessee
is more than ten percent less than the amount shown on such written statement,
in which event, the applicable Sprint Group Member will pay such costs. In the
case of a Tax subject to indemnification under this Section 39(b) which is
properly subject to a contest in accordance with Section 39(d), Lessee (i) will
be obligated to make any advances with respect to such Tax whenever required
under Section 39(d) and (ii) will pay such Tax (in the amount finally determined
to be owing in such contest) on an After-Tax Basis prior to the latest time
permitted by the relevant taxing authority for timely payment after a final
determination.

          (c) TAX SAVINGS. If, by reason of any payment made, or events giving
rise to such payment, to or for the account of any Tax Indemnitee by Lessee
pursuant to Section 39(a) or 39(b), such Tax Indemnitee at any time realizes a
reduction in any Taxes or receives a refund which was not taken into account
previously in computing such payment by Lessee to or for the account of the Tax
Indemnitee, then the Tax Indemnitee will pay to Lessee an amount equal to such
actual reduction in Taxes or such refund (including interest received), plus the
amount of any additional reduction in Taxes of the Tax Indemnitee attributable
to the payment made by the Tax Indemnitee to Lessee pursuant to this sentence;
provided, however, that (A) the Tax Indemnitee will not be obligated to make
such payment with respect to any net Tax savings or refund to the extent that
the amount of such payment would exceed the excess of (x) all prior indemnity
payments (excluding costs and expenses incurred with respect to contests) made
by Lessee over (y) the amount of all prior payments by the Tax Indemnitee to
Lessee; provided, that any such excess tax savings realized (or deemed realized)
by such Tax Indemnitee which are not paid to Lessee as a result of this
subclause (A) will be carried forward and reduce Lessee's obligations to make
subsequent payments to such Tax Indemnitee pursuant to Section 39 of this


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Agreement; and (B) if any such Tax savings or refund realized by such the Tax
Indemnitee, or any tax savings taken into account for purposes of determining
"After-Tax Basis" will be lost or otherwise determined to be unavailable, such
lost or otherwise unavailable Tax savings or refund will be treated as a Tax for
which Lessee must indemnify the Tax Indemnitee pursuant to Section 39(a) or
39(b), as the case may be (without regard to the exceptions in Section 39(a)(4)
and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv),
39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of this Section 39(c), each Tax
Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is
assumed to be taxable at the actual rate.

     (d) CONTEST RIGHTS. In the event that any Tax Indemnitee receives any
written notice of any potential claim or proposed adjustment against such Tax
Indemnitee that would result in a Tax Loss or a Tax against which Lessee may be
required to indemnify pursuant to Section 39(a) or 39(b) (a "TAX CLAIM"), such
Tax Indemnitee will promptly notify Lessee of the claim and provide Lessee with
information relevant to such claim; provided, that the failure by the Tax
Indemnitee to provide any such information will not be treated as a failure to
comply with this Section 39(d) unless the failure materially prejudices the
conduct of such contest. With respect to Taxes indemnified under Section 39(b),
Lessee will control the contest at Lessee's expense. With respect to Taxes
indemnified under Section 39(a), the Tax Indemnitee will control the contest at
Lessee's expense but will consult with Lessee in good faith, but Lessee may
require the Tax Indemnitee to contest such Tax Claim at Lessee's expense and, in
that event, the Tax Indemnitee will consult with Lessee in good faith, but the
Tax Indemnitee will retain ultimate control over such contest. The Tax
Indemnitee will not be obligated to contest any Tax Claim unless (i) in the case
of a contest with respect to federal income Taxes, prior to taking the first
such required action, Lessee will have furnished to the Tax Indemnitee an
opinion of a nationally recognized, independent tax counsel chosen by Lessee and
reasonably acceptable to the Tax Indemnitee to the effect that there is a
reasonable basis as defined in Treas. Reg. Section 1.6662-3(b)(3) as in effect
(on the Effective Date) for the position to be asserted in contesting the matter
in question, (ii) no event of default by Lessee under this Agreement will have
occurred and be continuing, (iii) such contest does not involve a material risk
to the Tax Indemnitee of sale, forfeiture, or loss of, or the creation of any
lien on, any of the Leased Property or the imposition of criminal penalties and
(iv) if Lessee reasonably requests, and the Tax Indemnitee elects to pursue, a
contest that requires payment of the Tax as a condition to pursuing the contest,
Lessee will loan, on an interest-free basis, sufficient funds to the Tax
Indemnitee to pay the Tax and any interest or penalties due on the date of
payment, and will fully indemnify the Tax Indemnitee for any adverse Tax
consequences resulting from such advance. The Tax Indemnitee will not make,
accept, or enter into a settlement or other compromise with respect to any Taxes
indemnified pursuant to Section 39(a) or forego or terminate any such proceeding
with respect to Taxes indemnified pursuant to this Section 39(b), without the
prior written consent of Lessee, which consent will not be unreasonably
withheld. The Tax Indemnitee will not be required to appeal any adverse decision
of the United States Tax Court, a Federal District Court, or any comparable
trial court unless Lessee will have furnished to the Tax Indemnitee an opinion
of a nationally recognized, independent tax counsel chosen by Lessee and
reasonably acceptable to the Tax Indemnitee, to the effect that there is
substantial authority for the position to be asserted in appealing the matter in
question. Sprint Collocator shall cause its Affiliates to comply with their
obligations under this Section 39(e).


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     (e) TAX RECORDS. Lessor, Sprint and Lessee agree to furnish or cause to be
furnished to each other, upon request, as promptly as practicable, such
information and assistance relating to the Sites (including, without limitation,
access to books and records) as is reasonably necessary for tax purposes.
Lessor, Sprint and Lessee will retain all books and records with respect to
Taxes indemnifiable under Section 39(b) or payable under Section 16 pertaining
to the Sites for a period of at least seven (7) years following the close of the
tax year to which the information relates, or sixty (60) days after the
expiration of any applicable statute of limitations, whichever is later. At the
end of such period, each Party will provide the other with at least sixty (60)
days' prior written notice before destroying any such books and records, during
which period the Party receiving such notice can elect to take possession, at
its own expense, of any books and records reasonably required by such Party for
tax purposes. Lessor, Sprint and Lessee will cooperate with each other in the
conduct of any audit or other proceeding relating to Taxes involving the Sites.

     (f) SURVIVAL. The agreements and indemnitees contained in this Section 39
shall survive the termination of this Agreement with respect to any Site.

     SECTION 40. LESSEE LENDER PROTECTIONS.

     For any Lessee Lender, if Lessor is given written notice specifying the
name and address of the Lessee Lender, or its servicing agent, and the
applicable title of an officer or other responsible individual charged with
processing notices of the type required under this Section 40, then the
following provisions shall apply with respect to such Lessee Lender for so long
as any Mortgage granted by Lessee to such Lessee Lender shall remain unsatisfied
of record:

     (a) MODIFICATION, TERMINATION OR SURRENDER OF AGREEMENT.

          (i) The Lessee Lender shall not be bound by any modification or
     amendment of this Agreement in any respect so as to materially increase the
     liability of Lessee hereunder or materially increase the obligations or
     materially decrease the rights of Lessee without the prior written consent
     of the Lessee Lender, which consent shall no be unreasonably withheld.
     Further, this Agreement may not be surrendered or terminated other than in
     compliance with the provisions of this Section 40). Any such modification,
     amendment, surrender or termination not in accordance with the provisions
     of this Section 40 shall not be binding on any such Lessee Lender or any
     other Person who acquires title to its foreclosed interest.

          (ii) In addition, from time to time upon the request of a Lessee
     Lender (but not more than three (3) times in any one (1) year period
     (excluding the first year following the Effective Date), Lessor shall
     execute and deliver to such Lessee Lender an estoppel certificate in a form
     reasonably acceptable to Lessor and the Lessee Lender.

     (b) NOTICE AND CURE RIGHTS.

          (i) Lessor, upon serving Lessee with any notice of default under the
     provisions of, or with respect to, this Agreement, shall also serve a copy
     of such notice upon the Lessee Lender (in the same manner as required by
     for notices to Lessee) at the


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     address specified herein, or at such other address as a Lessee Lender shall
     designate in writing to Lessor.

          (ii) In the event of a default or breach by Lessee under this
     Agreement, the Lessee Lender shall have the right, but not the obligation,
     to remedy such event, or cause the same to be remedied, within ten days
     (10) days after the expiration of all applicable grace or cure periods
     provided to Lessee in this Agreement, in the event of a monetary default or
     breach, or within sixty (60) days after the expiration of all applicable
     grace or cure periods provided to Lessee in this Agreement in the event of
     any other breach or default, and Lessor shall accept such performance by or
     at the instance of the Lessee Lender as if the same had been made by
     Lessee, provided, that if any such non-monetary default or breach that is
     capable of cure requires Lessee Lender to acquire possession of the
     Lessee's interest in the Sites that are the subject of such breach or
     default, such period will be extended for such reasonable period as may be
     required to obtain such possession and cure such default of breach;
     provided, however, during such extended period, Lessee Lender must continue
     to cure other defaults and breaches in accordance with the provisions of
     this Section 40(b)(ii).

          (iii) In the event of the termination of this Agreement prior to the
     expiration of the Term of this Agreement as provided herein for any reason
     (other than Lessee's failure to cure under (ii) above), including pursuant
     to Section 365 of the federal bankruptcy code, as amended from time to
     time, including any successor legislation thereto, or otherwise, Lessor
     shall serve upon Lessee Lender written notice that this Agreement has been
     terminated, together with a statement of any and all sums due under this
     Agreement and of all breaches and events of default under this Agreement,
     if any, then known to Lessor. Lessee Lender thereupon shall have the
     option, which option must be exercised by Lessee Lender's delivering notice
     to Lessor within then (10) Business Days after the Lessee Lender's receipt
     of notice from Lessor that the Lease has been terminated to cure any such
     Lessee breaches or Lessee events of default (and any Lessee breaches or
     Lessee events of default not susceptible of being cured by the Lessee
     Lender shall be deemed to have been waived) and the right to enter into a
     new lease (the "NEW LEASE") (i) effective as of the date of termination of
     this Agreement, (ii) for the remainder of what otherwise would have been
     the Term of this Agreement but for such termination, (iii) at and upon all
     the agreements, terms, covenants, and conditions of this Agreement (with no
     Rent or Pre-Lease Rent payable thereunder), and (iv) including any
     applicable right to exercise the purchase option under Section 36
     (collectively, the "NEW LEASE TERMS"). Upon the execution and delivery of a
     new lease under this Section 40, all Collocation Agreements and other
     agreements which theretofore may have been assigned to the Lessor (or
     reverted back to Lessor as a matter of law) thereupon shall be assigned and
     transferred, without recourse, representation or warranty, by Lessor to the
     lessee named in such new lease.

          (iv) Any notice or other communication which a Lessee Lender shall
     desire or is required to give to or serve upon Lessor shall be deemed to
     have been duly given or served if sent to Lessor in accordance with the
     provisions of this Agreement at the address set forth herein.


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     (c) PARTICIPATION IN CERTAIN PROCEEDINGS AND DECISIONS. Any Lessee Lender
shall have the right to intervene and become a party, but only with respect to
Lessee's involvement, in any Arbitration, litigation, condemnation or other
proceeding affecting this Agreement to the extent of its security interest
herein. Lessee's right to make any election or decision under this Agreement
that is required or permitted to be made by Lessee with respect to the
negotiation or acceptance of any Award or insurance settlement shall be subject
to the prior written approval of such Lessee Lender.

     (d) NO MERGER. Without the written consent of each Lessee Lender, the
leasehold interest created by this Agreement shall not merge with the fee
interest in all or any portion of the Sites, notwithstanding that the fee
interests and the leasehold interests are held at any time by the same Person.

     (e) ENCUMBRANCES ON PERSONAL PROPERTY AND SUBLEASES. Lessor hereby consents
to Lessee's grant, if any, to any Lessee Lender of a security interest in the
personal property owned by Lessee and located at the Sites and a collateral
assignment of subleases of the interest of Lessee in all or any portion of the
Sites and the rents, issues and profits therefrom, if any and a pledge of any
equity interests in Lessee. Lessor agrees that any interest that Lessor may have
in such personal property, whether granted pursuant to this Agreement or by
statute, shall be subordinate to the interest of any Lessee Lender.

     (f) NOTICE OF DEFAULT UNDER ANY SECURED LESSEE LOAN. Lessee shall promptly
deliver to Lessor a true and correct copy of any such notice of default, notice
of acceleration or other notice regarding a default by Lessee under a Secured
Lessee Loan after Lessee's receipt of the same.

     (g) CASUALTY AND CONDEMNATION PROCEEDS. Notwithstanding anything in this
Agreement to the contrary, in the event of any casualty to or condemnation of
any Site or any portion thereof during such time as any Secured Lessee Loan
shall remain unsatisfied, the Lessee Lender shall be entitled to receive all
insurance Proceeds and/or condemnation awards (up to the amount of the
indebtedness secured by the Lessee Loan) otherwise payable to Lessee and apply
same to restoration of the Leased Property in accordance with the provisions of
this Agreement (to the extent required by the terms of this Agreement); provided
that if the Leased Property is not required to be restored pursuant to the terms
of this Agreement, such Proceeds may be applied to the Secured Lessee Loan. Upon
the Lessee Lender's request, the name of such Lessee Lender may be added to the
"Loss Payable Endorsement" of any and all insurance policies required to be
carried by Lessee hereunder.

     (h) OTHER. Notwithstanding any other provision of this Agreement to the
contrary, (i) Lessor shall not be obligated to provide the benefits and
protections afforded to Lessee Lenders in this Section 40 to more than two (2)
Lessee Lenders at any given time or (ii) in no event whatsoever will there be
any subordination of the rights and interests of Lessor or of Sprint Collocator
or its Affiliates in and to the Sprint Collocation Space by virtue of any
Mortgage granted by Lessee to any Lessee Lender and each Lessee Lender will,
upon request, confirm such fact in writing. If there is more than one Lessee
Lender subject to the provisions of this Section 40, Lessor shall recognize the
Lessee Lender exercising rights afforded by this Section 40 whose Secured Lessee
Loan is most senior in lien (unless a Lessee Lender junior in lien


                                       88



requires that the holder thereof have a superior entitlement to such rights, and
the other Lessee Lender senior in lien shall agree in writing to such request,
in which event such recognition shall be of the holder of that Secured Lessee
Loan), provided that such Lessee Lender shall have complied with the provisions
of this Section 40; provided, however, that Lessor shall have no obligation to
determine which Lessee Lender is indeed senior in lien and shall have no
liability to either Lessee Lender for an erroneous determination, if Lessor
attempts to make such a determination, so long as such determination is made in
good faith based upon the evidence and information of lien priority provided to
Lessor by the Lessee Lenders. Each Lessee Lender shall have the right to appear
in any arbitration or other material proceedings arising under this Agreement
and to participate in any and all hearings, trials and appeals in connection
therewith, but only to the extent related to the rights or obligations of Lessee
in the matter that is the subject of the arbitration or proceedings or to
protect the security interest of Lessee in the Leased Property.

     (i) RECOURSE OF LESSOR. Lessor's recourse against any Lessee Lender shall
be expressly limited to the Lessee Lender's interest in this Agreement and in
the Sites and any and all real, personal and intangible property associated with
the Sites (including without limitation, any revenues from any Collocation
Agreements or any Proceeds or Awards).

     SECTION 41. FINANCEABLE SITES AND SEVERED LEASES.

     (a) NON-FINANCEABLE SITES. With respect to each Site that is not a
Financeable Site on the Effective Date, Lessee will use commercially reasonable
efforts to make each such Site a Financeable Site prior to the one-year
anniversary of the Effective Date. In connection therewith, Lessee will take
such actions and incur such costs, expenses and fees as are commercially
reasonable in light of Lessee's financing structure.

     (b) MUTUAL COOPERATION. In connection with Lessee's efforts under this
Section 41(b), Lessor and the Sprint Additional Parties shall (and shall cause
its Affiliates to) be actively involved with Lessee in all material aspects of
the efforts to make all Sites Financeable Sites and shall use commercially
reasonable efforts to cooperate with Lessee in such respect (but without
obligation to pay any out-of-pocket costs, expenses or fees in respect thereof
or related thereto). Lessee shall provide to Lessor and the Sprint Additional
Parties information in reasonable detail from time to time with respect to the
actions taken by Lessee pursuant to this Section 41, and Lessor and the Sprint
Additional Parties shall have the right to request, which request shall be
reasonably approved by Lessee, to directly contact the applicable Parties in an
effort to cause any Site to become a Financeable Site; provided that the
foregoing shall not obligate Lessor or the Sprint Additional Parties to expend
any amounts in connection therewith and may not obligate Lessee to expend any
amounts in connection therewith.

     (c) FAILURE OF SITES TO BE FINANCEABLE.

          (i) Within thirty (30) days following the one-year anniversary of the
     Effective Date, Lessee will deliver to Lessor a written statement listing
     all the Sites that are not Financeable Sites (the "PRELIMINARY
     NON-FINANCEABLE SITES STATEMENT") together with any Non-Financeable Site
     supporting documentation that Lessee deems relevant to be delivered
     therewith. Within fifteen (15) Business Days after receipt by Lessor of the


                                       89



     Preliminary Non-Financeable Sites Statement, Lessor shall have the right to
     request Non-Financeable Site Supporting Documentation reasonably required
     by Lessor. Lessor will have thirty (30) days following its receipt of the
     Preliminary Non-Financeable Sites Statement and all Non-Financeable Site
     Supporting Documentation requested by Lessor in a timely manner as provided
     herein to notify Lessee of any objection with respect to the inclusion on
     such statement of a Site as not being a Financeable Site (and must state
     any such objection on a Site-by-Site basis, together with a reasonably
     detailed explanation of such objection). If Lessor does not so notify
     Lessee of any such objection to a specific Site not being a Financeable
     Site within such thirty (30) day period in accordance with this Section
     41(c), the Preliminary Non-Financeable Sites Statement with respect to such
     Site will be deemed to be the final non-financeable sites statement (the
     "FINAL NON-FINANCEABLE SITES STATEMENT"). All Sites on the Final
     Non-Financeable Site Statement shall be deemed to be "NON-FINANCEABLE
     SITES."

          (ii) Lessor and Lessee will cooperate in good faith for ten (10)
     Business Days to resolve any dispute relating to the Preliminary
     Non-Financeable Sites Statement. If the Parties are unable to resolve any
     dispute relating to the Preliminary Non-Financeable Sites Statement within
     such ten (10) Business Day period, the Parties will initiate arbitration
     proceedings in accordance with the provisions of Section 31(h) to seek
     final determination of which Sites are included on the Final
     Non-Financeable Site Statement.

          (iii) If the sum of (x) the aggregate amount of the Non-Financeable
     Sites Financing Costs for all Non-Financeable Sites included on the Final
     Non-Financeable Sites Statement rendered pursuant to this Agreement and (y)
     the Non-Financeable Sites Financing Costs for all Non-Financeable Sites
     included on the Final Non-Financeable Sites Statement (under and as defined
     in each Additional Master Lease and Sublease) (collectively, the "TOTAL
     NON-FINANCEABLE SITE FINANCING COSTS") exceeds $10,000,000, the Sprint
     Additional Parties will pay to Lessee and the lessee under each Additional
     Master Lease and Sublease in aggregate one payment (which payment shall be
     divided between Lessee and the Additional Master Lease Lessees based upon
     agreement as between such Persons) in an amount equal to fifty percent
     (50%) of the positive excess of (A) the Total Non-Financeable Sites
     Financing Costs over (B) $10,000,000 by wire transfer of immediately
     available funds to an account jointly designated in writing by Lessee and
     the Additional Master Lessees; provided, however, that the Sprint
     Additional Parties shall have no obligation to pay any such amount
     attributable to any matter for which any Lessee Indemnitee has received
     payment pursuant to a claim for indemnification under Article 9 of the
     Agreement to Lease and Sublease.

     (d) SEVERANCE OF AGREEMENT.

          (i) In order for Lessee's Affiliates from time to time to cause the
     financing of Sites, Lessee shall have the right to cause the severance of
     this Agreement (or future Severance Leases) into multiple Severance Leases
     and have the "lessee's/operator's" right under such Severance Lease for the
     Severed Sites (as well as the "lessor's" right under the Sprint Collocation
     Agreement with respect to the Severed Sites) assumed by a GSI Financing
     Subsidiary, provided this Lease shall not be severed into more than three
     (3)


                                       90



     Severance Leases in the aggregate and shall also be subject to the
     limitation set forth in the first sentence of Section 41(d)(ii)(B). Each
     Severance Lease shall be substantially in the form of this Lease, with
     appropriate modifications to reflect the fact that this Agreement has been
     severed. The Exhibits for such Severance Leases shall include the
     applicable information set forth in the Exhibits for this Agreement, solely
     with respect to the Severed Sites. Upon entering into each Severance Lease,
     the Parties shall also amend the exhibits to this Agreement to exclude each
     of the Severed Sites. Lessee shall also have the right to sever each of the
     Master Collocation Agreements with respect to the Severed Sites (and, if
     requested by Lessee, Sprint Collocator shall cause its Affiliates to assist
     Lessee in effectuating same). The obligations of the "lessee" under each
     Severance Lease to Lessor and Sprint under each Severed Lease shall be
     separate and distinct from the obligations of the "lessee" under this
     Agreement and under each other Severed Lease, and this lease and the
     Severed Leases shall not be cross-defaulted with one another, and the
     obligations of Lessee and the lessees under each severance lease and the
     Additional Master Lease and Subleases, at Lessee's election (and Global
     Parent under each Severed Lease), shall be separate and distinct from one
     another. If Lessee desires the other Parties to enter into a Severance
     Lease, Lessee shall send notice to Lessor and Sprint Collocator (the
     "SEVERANCE NOTICE") informing Lessor and Sprint Collocator of its desire to
     enter into a Severed Lease, specifying the applicable Sites and including
     with such notice an executable Severed Lease and amendment hereto, along
     with amended memoranda of leases or Site Designation Supplements with
     respect to the applicable Sites. Lessor and Sprint Collocator shall upon
     receipt of same, review and reasonably cooperate with Lessee (and Sprint
     Collocator shall cause its Affiliates to cooperate) to effect the execution
     and delivery of any Severed Lease. Under each Severance Lease and this
     Lease, following execution of a Severance Lease the Global Parent Maximum
     Obligation hereunder and thereunder shall be reduced to an amount equal to
     the Ratable Global Parent Maximum Obligation hereunder and thereunder, and,
     if requested by Lessor, Global Parent will confirm such Ratable Global
     Parent Maximum Obligation in writing. "RATABLE GLOBAL PARENT MAXIMUM
     OBLIGATION" shall mean an amount equal to the product of (x) the Global
     Parent Maximum Obligation and (y) a fraction the numerator of which is the
     aggregate sum of the Rent and the Pre-Lease Rent for the Sites remaining
     under this Lease or a Severance Lease, as applicable and the denominator of
     which is the aggregate sum of the Rent and the Pre-Lease Rent hereunder on
     the date hereof. Notwithstanding the foregoing, the Parties acknowledge and
     agree that for all tax purposes, including Section 467 of the Code, a
     Severance Lease shall be treated as a continuation of this Agreement with
     respect to the Severed Sites, no Severance Lease will contain any
     substantial modifications to this Agreement, and with respect to each Site,
     any Severance Lease and this Agreement will be treated as one lease
     agreement.

          (ii) Notwithstanding anything to the contrary contained herein or in
     any other Additional Master Lease and Sublease, (A) Lessee, in a Severance
     Notice, may elect to modify the definition of "Cross-Defaulted Master Lease
     and Sublease" to include any or none of the Additional Master Leases and
     Subleases (or Severance Leases thereunder) and (B) regardless of the number
     of Severance Leases hereunder or under the other Additional Master Leases
     and Subleases, there shall not be at any time, in the aggregate, more than
     three (3) Cross-Defaulted Lease Pools. For example, if pursuant to a
     Severance Notice, this Agreement is severed into three Master Leases and
     Subleases


                                       91



     and no other Additional Master Leases and Subleases are severed, and Lessee
     elects to treat (x) the first such Severed Lease ("SEVERED LEASE #1") as
     not being cross-defaulted with any other Additional Master Leases and
     Subleases, then the definition of Cross-Defaulted Master Lease and Sublease
     under such Severed Lease shall mean "none" and Severed Lease #1 shall be
     treated as its own Cross-Defaulted Lease Pool; and (y) the second such
     Severed Lease ("SEVERED LEASE #2") as cross-defaulted with Master Lease and
     Sublease Five and Master Lease and Sublease Six, then the definition of
     Cross-Defaulted Master Lease and Sublease under such Severed Lease #2 shall
     mean "Master Lease and Sublease Five and Master Lease and Sublease Six,"
     and Severed Lease #2 and Master Lease and Sublease Five and Master Lease
     and Sublease Six shall be treated as a Cross-Defaulted Lease Pool; and the
     definition of "Cross-Defaulted Master Lease and Sublease" under the third
     such Severed Lease ("SEVERED LEASE #3") shall include all of the other
     Additional Master Leases and Subleases not included in clauses (x) and (y)
     of this sentence, and Severed Lease #3 and such other Additional Master
     Leases and Subleases shall be treated as a Cross-Defaulted Lease Pool.

     (e) SEVERANCE OF INDEMNIFICATION OBLIGATIONS. With respect to all
indemnification obligations of Lessee hereunder (or of a GSI Financing
Subsidiary under a Severed Lease), Lessee, at its election, may elect to have
Global Parent provide such indemnities in lieu of Lessee (or the applicable GSI
Financing Subsidiary), and in connection therewith execute an indemnity
reasonably acceptable to Lessor and Sprint, and upon execution of same, Lessor
will acknowledge that Lessee is relieved of all indemnification obligations
hereunder.

     (f) COOPERATION WITH FINANCING. Sprint and Lessor acknowledge that in
connection with the financings of its interests in the Sites, from time to time,
Lessee may require legal opinions (or updates thereof or reliance letters or
similar items with respect thereto) from its counsel, at Lessee's expense, with
respect to certain bankruptcy-related matters and in connection therewith Sprint
and Lessor will cooperate in taking such actions as may be reasonably required
to give such opinions as Lessee may reasonably request and to provide customary
undertakings, representations and certificates (including without limitation, as
corporate structure charts, certifications that the requirements of the LLC
Agreement will be, and have at all times been, complied with), such cooperation
and provision at Lessee's expense.

     SECTION 42. GLOBAL PARENT GUARANTY.

     (a) Global Parent unconditionally guarantees to the Sprint Indemnitees the
full and timely payment and performance and observance of all of the terms,
provisions, covenants and obligations of Lessee under this Agreement (the
"LESSEE OBLIGATIONS"). Global Parent agrees that if Lessee defaults at any time
during the Term of this Agreement in the performance of any of the Lessee
Obligations, Global Parent shall faithfully perform and fulfill all Lessee
Obligations that involve payment of a fixed sum and shall pay to the applicable
beneficiary all attorneys' fees, court costs, and other expenses, costs and
disbursements incurred by the applicable beneficiary on account of any default
by Lessee and on account of the enforcement of this guaranty. Notwithstanding
anything to the contrary contained herein (but subject to the provisions of
Section 41(d)), the maximum aggregate amount payable hereunder by Global Parent
shall be Four Million Seven Hundred Forty Five Thousand Four Hundred Two Dollars
($4,745,402) (the "GLOBAL PARENT MAXIMUM OBLIGATION") and following aggregate
payment by


                                       92



Global Parent to the Sprint Indemnitees of such amount, Global Parent shall have
no further obligations hereunder.

     (b) The foregoing guaranty obligation of Global Parent shall be enforceable
by any Sprint Indemnitee in an action against Global Parent without the
necessity of any suit, action, or proceedings by the applicable beneficiary of
any kind or nature whatsoever against Lessee, without the necessity of any
notice to Global Parent of Lessee's default or breach under this Agreement, and
without the necessity of any other notice or demand to Global Parent to which
Global Parent might otherwise be entitled, all of which notices Global Parent
hereby expressly waives. Global Parent hereby agrees that the validity of this
guaranty and the obligations of Global Parent hereunder shall not be terminated,
affected, diminished, or impaired by reason of the assertion or the failure to
assert by any Sprint Indemnitee against Lessee any of the rights or remedies
reserved to such Sprint Indemnitee pursuant to the provisions of this Agreement
or any other remedy or right which such Sprint Indemnitee may have at law or in
equity or otherwise.

     (c) Global Parent covenants and agrees that this guaranty is an absolute,
unconditional, irrevocable and continuing guaranty. The liability of Global
Parent hereunder shall not be affected, modified, or diminished by reason of any
assignment, renewal, modification or extension of this Agreement or any
modification or waiver of or change in any of the covenants and terms of this
Agreement by agreement of a Sprint Indemnitee and Lessee, or by any unilateral
action of either a Sprint Indemnitee or Lessee, or by an extension of time that
may be granted by a Sprint Indemnitee to Lessee or any indulgence of any kind
granted to Lessee, or any dealings or transactions occurring between a Sprint
Indemnitee and Lessee, including, without limitation, any adjustment,
compromise, settlement, accord and satisfaction, or release, or any bankruptcy,
insolvency, reorganization, arrangements, assignment for the benefit of
creditors, receivership, or trusteeship affecting Lessee. Global Parent does
hereby expressly waive any suretyship defense it may have by virtue of any
statute, Law, or ordinance of any state or other Governmental Authority.

     (d) All of the Sprint Indemnitees' rights and remedies under this guaranty
are intended to be distinct, separate and cumulative and no such right and
remedy herein is intended to be the exclusion of or a waiver of any other.
Global Parent hereby waives presentment demand for performance, notice of
nonperformance, protest notice of protest, notice of dishonor, and notice of
acceptance. Global Parent further waives any right to require that an action be
brought against Global or any other Person or to require that resort be had by a
beneficiary to any security held by such beneficiary.

     SECTION 43. GENERAL PROVISIONS.

     (a) COUNTERPARTS. This Agreement may be executed in counterparts, each of
which will be deemed to be an original, but all of which will constitute one and
the same agreement.

     (b) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of New York (regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof)
as to all matters, including matters of validity, construction, effect,
performance and remedies.


                                       93



     (c) ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS. This Agreement (including the
Exhibits), constitutes the entire agreement between the Parties with respect to
the subject matter of this Agreement and supersede all prior agreements, both
written and oral, between the Parties with respect to the subject matter of this
Agreement. This Agreement will be binding upon and inure solely to the benefit
of each Party and its successors and permitted assigns.

     (d) FEES AND EXPENSES. Except as otherwise specifically set forth in this
Agreement, whether the transactions contemplated by this Agreement are or are
not consummated, all legal and other costs and expenses incurred in connection
with this Agreement and the transactions contemplated by this Agreement will be
paid by the Party incurring such costs and expenses.

     (e) NOTICES. All notices, requests, demands, waivers and other
communications required or permitted under this Agreement will be in writing and
will be deemed to have been delivered (i) five (5) Business Days after being
mailed by first-class mail, postage prepaid, (ii) the next Business Day when
sent overnight by a recognized courier service, (iii) upon confirmation when
sent by telecopy, confirmed by mailing written confirmation at substantially the
same time as such telecopy, or (iv) upon delivery when personally delivered to
the receiving Party (which if other than an individual will be an officer or
other responsible party of the receiving Party). All such notices and
communications will be mailed, sent or delivered as set forth below or to such
other person(s), telex or facsimile number(s) or address(es) as the Party to
receive any such communication or notice may have designated by written notice
to the other Party. A notice delivered to any of Lessor or any Person comprising
Sprint shall be deemed to have been delivered to all such Persons.

          If to Lessor or any Party comprising Sprint, to:

          Sprint Contracts and Performance
          Mailstop KSOPHT0101 - Z2650
          6391 Sprint Parkway
          Overland Park, Kansas 66251-2650
          Hotline: (800) 357-7641
          Fax No. (913) 794-0824
          Attention: Marion S. Crable, Manager

          with a copy to:

          Sprint Law Department
          Mailstop KS0PHT0101-Z2020
          6391 Sprint Parkway
          Overland Park, Kansas 66251
          Fax No. (913) 523-9823
          Attention: Real Estate Attorney

          and a copy of any notice given pursuant to Section 31 to:

          King & Spalding LLP
          191 Peachtree Street
          Atlanta, Georgia 30303-1763


                                       94



          Fax No. (404) 572-5146
          Attention: Raymond E. Baltz, Jr.

          If to Lessee or Global Parent, to:

          c/o Global Signal Inc.
          301 North Cattlemen Road
          Suite 300
          Sarasota, Florida 34232
          Attention: General Counsel

          and a copy of any notice given pursuant to Section 31 to:

          Skadden, Arps, Slate, Meagher & Flom LLP
          4 Times Square
          New York, New York 10036
          Fax No. (212) 735-3000
          Attention: Joseph A. Coco

     (f) HEADINGS. The Section and Article headings contained in this Agreement
are solely for the purpose of reference, are not part of the agreement of the
Parties and will not in any way affect the meaning or interpretation of this
Agreement.

     (g) AMENDMENT; MODIFICATIONS. This Agreement may be amended, modified or
supplemented only by written agreement of the Parties.

     (h) TIME OF THE ESSENCE. Time is of the essence in this Agreement, and
whenever a date or time is set forth in this Agreement, the same has entered
into and formed a part of the consideration for this Agreement.

     (i) SPECIFIC PERFORMANCE. Each Party recognizes and agrees that if any
other Party should refuse to perform any of its obligations under this
Agreement, the remedy at Law would be inadequate and agrees that for breach of
such provisions, each Party will, in addition to such other remedies as may be
available to it at Law or in equity, be entitled to injunctive relief and to
enforce its rights by an action for specific performance to the extent permitted
by applicable Law. Each Party hereby waives any requirement for security or the
posting of any bond or other surety in connection with any temporary or
permanent award of injunctive, mandatory or other equitable relief. Subject to
Section 43(l) of this Agreement, nothing contained in this Agreement will be
construed as prohibiting any Party from pursuing any other remedies available to
it pursuant to the provisions of this Agreement or applicable Law for such
breach or threatened breach, including without limitation the recovery of
damages. The arbitrator referred to in Section 43(l) will be empowered to
enforce this Section 43(i).

     (j) MUTUAL DRAFTING. This Agreement is the result of the joint efforts of
Lessor, Lessee and Sprint, and each provision of this Agreement has been subject
to the mutual consultation, negotiation and agreement of the Parties and there
will be no construction against any Party based on any presumption of that
Party's involvement in the drafting of this Agreement.


                                       95



     (k) JURISDICTION AND CONSENT TO SERVICE. Without limiting the jurisdiction
or venue of any other court, each of the Parties (i) agrees that any suit,
action or proceeding arising out of or relating to this Agreement will be
brought solely in the state or federal courts of the State of New York, (ii)
consents to the exclusive jurisdiction of each such court in any suit, action or
proceeding relating to or arising out of this Agreement, (iii) waives any
objection which it may have to the laying of venue in any such suit, action or
proceeding in any such court, and (iv) agrees that service of any court paper
may be made in such manner as may be provided under applicable Laws or court
rules governing service of process.

     (l) WAIVER OF JURY TRIAL.

          (i) EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY COURT ACTION
     ARISING AMONG ANY OF THE PARTIES, WHETHER UNDER OR RELATING TO THIS
     AGREEMENT, AND WHETHER MADE BY CLAIM, COUNTER CLAIM, THIRD PARTY CLAIM OR
     OTHERWISE. If for any reason the jury waiver is held to be unenforceable,
     the Parties agree to binding arbitration for any dispute arising out of
     this Agreement or any claim arising under any federal, state or local
     statutes, Laws or regulations, under the applicable commercial rules of the
     AAA. Any arbitration will be held in the New York, New York metropolitan
     area and be subject to the Governing Law provision of this Agreement.
     Discovery in the arbitration will be governed by the Local Rules applicable
     in the United States District Court for the Southern District of New York.

          (ii) The agreement of each Party to waive its right to a jury trial
     will be binding on its successors and assigns and will survive the
     termination of this Agreement.

     SECTION 44. NO PETITION; LIMITED RECOURSE AGAINST LESSEE

     Prior to the date that is one year and one day after the date on which this
Agreement has terminated in accordance with its terms, and all obligations of
the Lessee under or in respect to any Secured Lessee Loans have been paid in
full, neither Lessor nor any Sprint Additional Parties will institute, or join
any other Person in instituting, or authorize a trustee or other Person acting
on its behalf or on behalf of others to institute, any bankruptcy,
reorganization, arrangement, insolvency, liquidation, receivership or similar
proceeding under the laws of the United States of America or any state thereof
against the Lessee. The provisions of this Section 44 will survive any
termination of this Agreement.

     SECTION 45. EXECUTION BY SPRINT SPECTRUM L.P., AND SPRINTCOM, INC.

Sprint Spectrum L.P. and SprintCom, Inc. are executing this Agreement to
confirm, to the extent that a Sprint Additional Party has any obligations or
covenants hereunder, Sprint Spectrum L.P., and SprintCom, Inc., as applicable,
shall cause such Sprint Additional Party to perform its obligations or covenants
hereunder.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       96



                                                                    EXHIBIT 10.4

          IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed and sealed by their duly authorized representatives, all effective as
of the day and year first written above.

                                        LESSOR:

                                        STC FOUR LLC


                                        By /s/ Leslie H. Meredith
                                           -------------------------------------
                                        Name: Leslie H. Meredith
                                        Title: President

                    MASTER LEASE AND SUBLEASE - STC FOUR LLC



                                        SPRINT COLLOCATOR:

                                        PHILLIECO, L.P.


                                        By /s/ Leslie H. Meredith
                                           -------------------------------------
                                        Name: Leslie H. Meredith
                                        Title: Vice President

                    MASTER LEASE AND SUBLEASE - STC FOUR LLC



                                        LESSEE:

                                        GLOBAL SIGNAL ACQUISITIONS II LLC


                                        By /s/ Greerson G. McMullen
                                           -------------------------------------
                                        Name: Greerson G. McMullen
                                        Title: Executive Vice President,
                                        General Counsel, and Secretary


                                        GLOBAL PARENT:

                                        GLOBAL SIGNAL INC.


                                        By /s/ Greerson G. McMullen
                                           -------------------------------------
                                        Name: Greerson G. McMullen
                                        Title: Executive Vice President,
                                        General Counsel, and Secretary

                    MASTER LEASE AND SUBLEASE - STC FOUR LLC

                                                                    EXHIBIT 10.5

                            MASTER LEASE AND SUBLEASE

                                     BY AND

                                      AMONG

                                  STC FIVE LLC,

                              SPRINT SPECTRUM L.P.,

                        GLOBAL SIGNAL ACQUISITIONS II LLC

                                       AND

                               GLOBAL SIGNAL INC.









                            DATED AS OF MAY 26, 2005



                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
SECTION 1.  Definitions.......................................................1
SECTION 2.  Documents........................................................18
SECTION 3.  Master Lease Sites and Pre-Lease Sites...........................19
SECTION 4.  Ground Leases....................................................21
SECTION 5.  Collocation Agreements...........................................26
SECTION 6.  Sprint Collocation Space.........................................28
SECTION 7.  Permitted Use....................................................31
SECTION 8.  Access...........................................................32
SECTION 9.  Term.............................................................32
SECTION 10. Withdrawal.......................................................34
SECTION 11. Rent and Pre-Lease Rent; Sprint Collocation Charge...............34
SECTION 12. Condition of the Sites and Obligations of Lessee.................37
SECTION 13. Requirements for Alterations; Title to Alterations; Addition
               of Equipment; Work on the Site................................39
SECTION 14. Damage to the Site, Tower or the Improvements....................40
SECTION 15. Tower Subtenants; Interference...................................42
SECTION 16. Taxes........................................................... 44
SECTION 17. Utilities........................................................47
SECTION 18. Governmental Permits.............................................48
SECTION 19. No Liens.........................................................49
SECTION 20. Condemnation.....................................................50
SECTION 21. Waiver of Subrogation; Indemnity.................................51
SECTION 22. Subordination of Mortgages.......................................52
SECTION 23. Environmental Covenants..........................................52
SECTION 24. Insurance........................................................55
SECTION 25. Sprint Right of Alteration and Substitution......................57
SECTION 26. Assignment and Subletting........................................59
SECTION 27. Estoppel Certificate.............................................61
SECTION 28. Holding Over.....................................................61
SECTION 29. Rights of Entry and Inspection...................................61
SECTION 30. Right to Act for Lessee..........................................62
SECTION 31. Defaults and Remedies............................................63
SECTION 32. Quiet Enjoyment..................................................71
SECTION 33. No Merger........................................................71
SECTION 34. Broker and Commission............................................71
SECTION 35. Recording of Memorandum of Agreement or Site Designation
               Supplement....................................................71
SECTION 36. Purchase Option..................................................72
SECTION 37. Net Lease........................................................74
SECTION 38. Compliance with Specific FCC Regulations.........................74
SECTION 39. Tax Indemnities..................................................76
SECTION 40. Lessee Lender Protections........................................86
SECTION 41. Financeable Sites and Severed Leases.............................89
SECTION 42. Global Parent Guaranty...........................................92


                                       i



SECTION 43. General Provisions...............................................93
SECTION 44. No Petition; Limited Recourse Against Lessee.....................96
SECTION 45. Execution by Sprint Spectrum L.P., and SprintCom, Inc............96


                                       ii



                            MASTER LEASE AND SUBLEASE

     THIS MASTER LEASE AND SUBLEASE (this "AGREEMENT") is made and entered into
this 26th day of May, 2005 (the "EFFECTIVE DATE"), by STC FIVE LLC, a Delaware
limited liability company ("LESSOR"), SPRINT SPECTRUM L.P., a Delaware limited
partnership ("SPRINT COLLOCATOR"), GLOBAL SIGNAL ACQUISITIONS II LLC, a Delaware
limited liability company ("LESSEE"), and GLOBAL SIGNAL INC., a Delaware
corporation ("GLOBAL PARENT"). Lessor, Sprint, Lessee and Global Parent are
sometimes individually referred to in this Agreement as a "PARTY" and
collectively as the "PARTIES".

     WHEREAS certain Affiliates of Sprint operate throughout the United States
and its territories the Sites, which include Towers and related equipment and,
in some cases, buildings, and such Affiliates either own, ground lease or
otherwise have an interest in the tracts of land on which such Towers are
located;

     WHEREAS, Lessee desires to lease or pre-lease the Sites;

     WHEREAS the obligations set forth in this Agreement are interrelated and
required in order for Lessee to lease or pre-lease the Sites;

     In consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree
as follows:

     SECTION 1. DEFINITIONS.

     For purposes of this Agreement, the following capitalized terms have the
following respective meanings:

     "AAA" means the American Arbitration Association or any successor entity.

     "ADDITIONAL MASTER LEASE AND SUBLEASE" collectively and individually, means
Master Lease and Sublease One, Master Lease and Sublease Two, Master Lease and
Sublease Three, Master Lease and Sublease Four and Master Lease and Sublease
Six.

     "ADDITIONAL MASTER LEASE LESSEE" means the "Lessee," as defined in a
Cross-Defaulted Master Lease and Sublease.

     "ADDITIONAL MASTER LEASE LESSOR" collectively and individually, means the
"Lessor," under and as defined in each Cross-Defaulted Master Lease and
Sublease.

     "ADDITIONAL MASTER LEASE SPRINT COLLOCATOR" collectively and individually,
means the "Sprint Collocator," under and as defined in each Cross-Defaulted
Master Lease and Sublease.

     "ADDITIONAL MASTER LEASE SPRINT ADDITIONAL PARTY" collectively and
individually, means the "SPRINT ADDITIONAL PARTY(s)," under and as defined in
each Cross-Defaulted Master Lease and Sublease.



     "AFFILIATE" (and, with a correlative meaning, "AFFILIATED") means, with
respect to any Person, any other Person that directly, or indirectly through one
or more intermediaries controls, is controlled by, or is under common control
with, such Person. As used in this definition, "control" means the beneficial
ownership (as such term is defined in Rules 13d-3 and 13d-5 of the Securities
Exchange Act of 1934, as amended) of more than fifty percent (50%) of the voting
interests of the Person.

     "AFTER-TAX BASIS" has the meaning set forth in Section 39(a)(3)(i).

     "AGGREGATE LIGHTING SITES" has the meaning set forth in Section 17.

     "AGREEMENT" means this has the meaning set forth in the preamble and
includes all subsequent modifications and amendments hereof. References to this
Agreement in respect of a particular Master Lease Site will include the Site
Designation Supplement therefor; and references to this Agreement in general and
as applied to all Master Lease Sites will include all Site Designation
Supplements.

     "AGREEMENT TO LEASE AND SUBLEASE" means the Agreement to Contribute, Lease
and Sublease, dated as of February 14, 2005, by and among Global Parent, Sprint
Parent and the other Affiliates of Sprint named therein.

     "ALLOCATED RENT" has the meaning set forth in Section 11(a).

     "ALTERATIONS" means the construction or installation of Improvements on any
Site or any part of any Site after the Effective Date, or the alteration,
replacement, modification or addition to all or any component of a Site after
the Effective Date, whether Severable or Non-Severable.

     "ASSUMED RATE" has the meaning set forth in Section 39(a)(1)(v).

     "AVAILABLE SPACE" means, as to any Site, a Tower location, a portion of the
Land, a portion of the Improvements or any other portion, space or area of such
Site that is available for lease to or collocation by any Tower Subtenant and
all rights appurtenant to such portion, space or area.

     "AWARD" means any amounts paid, recovered or recoverable as damages,
compensation or proceeds by reason of any Taking, including all amounts paid
pursuant to any agreement with any Person which was made in settlement or under
threat of any such Taking, less the reasonable costs and expenses incurred in
collecting such amounts.

     "BUSINESS DAY" means any day other than a Saturday, Sunday or any other day
on which national banks in New York, New York are not open for business.

     "CASUALTY NOTICE" has the meaning set forth in Section 14(a).

     "CLAIMS" means any claims, demands, actions, suits, proceedings,
disbursements, judgments, damages, penalties, fines, losses, liabilities, costs
and expenses, including reasonable attorneys' fees and amounts paid in
settlements.


                                        2



     "CODE" means the Internal Revenue Code of 1986, as amended.

     "COLLATERAL AGREEMENTS" has the meaning set forth in the Agreement to Lease
and Sublease.

     "COLLOCATION AGREEMENT" means an agreement, including master leases,
between a Sprint Group Member (prior to the date hereof) or Lessee (on or after
the date hereof) on the one hand, and a third party not an Affiliate of a Sprint
Group Member (on the date hereof), on the other hand, pursuant to which such
Sprint Group Member or Lessee, as applicable, rents to such third party space at
any Site (including space on a Tower), including all amendments, modifications,
supplements, assignments, guaranties, side letters and other documents related
thereto.

     "COMMUNICATIONS EQUIPMENT" means, as to any Site, transmitting and/or
receiving equipment and other equipment installed at the Sprint Collocation
Space (with respect to Sprint Collocator) or any other portion of the Site (with
respect to a Tower Subtenant), which is used in providing current and future
wireless and wireline communication services, including without limitation,
switches, antennas, microwave dishes, panels, conduits, flexible transmission
lines, cables, radio, amplifiers, filters and other transmission or
communications equipment (including interconnect transmission equipment,
transmitter(s), receiver(s) and accessories) and such other equipment and
associated software as may be necessary in order to provide such wireless and
wireline communication services, including without limitation, voice or data.
Communications Equipment will include any existing, replaced and upgraded
Communications Equipment.

     "COMMUNICATIONS FACILITY" means, as to any Site, (i) the Sprint Collocation
Space, together with all of Sprint's Communications Equipment and Sprint's
Improvements at such Site (with respect to Sprint Collocator) or (ii) any other
portion of the Site leased to or used or occupied by a Tower Subtenant, together
with all of such Tower Subtenant's Communications Equipment and such Tower
Subtenant's Improvements at such Site (with respect to a Tower Subtenant).

     "CONVERSION CLOSING" has the meaning set forth in the Agreement to Lease
and Sublease.

     "CONVERSION CLOSING DATE" has the meaning set forth in the Agreement to
Lease and Sublease.

     "CPI" means the Consumer Price Index for all Urban Consumers, U.S., City
Average (1982-84 = 100) All Items Index, published by the Bureau of Labor
Statistics, United States Department of Labor. If the CPI ceases to be compiled
and published at any time during the Term of this Agreement, but a comparable
successor index is compiled and published by the Bureau of Labor Statistics,
United States Department of Labor, the adjustments to the Sprint Collocation
Charge provided for in Section 11, if any, and any other adjustments provided
for in this Agreement which are based on the CPI Change will be computed
according to such successor index, with appropriate adjustments in the index to
reflect any differences in the method of computation from the CPI. If, at any
time during the Term of this Agreement, neither the CPI nor a comparable
successor index is compiled and published by the Bureau of Labor Statistics, the
index for "all items" compiled and published by any other branch or department
of the federal government will be used as a basis for calculation of the
CPI-related adjustments to


                                        3



the Sprint Collocation Charge provided for in this Agreement, and if no such
index is compiled and published by any branch or department of the federal
government, the statistics reflecting cost of living increases or decreases, as
applicable, as compiled by any institution or organization or individual
generally recognized as an authority by financial and insurance institutions
will be used.

     "CPI CHANGE" means an increase, if any (expressed as a positive percentage)
in the most recently published CPI as of any applicable CPI Change Date from the
CPI published as of the corresponding month for the calendar year immediately
preceding the calendar year of publication of such most recently published CPI.

     "CPI CHANGE DATE" means January 1, 2006 and January 1 of each year
thereafter during the Term of this Agreement.

     "CROSS-DEFAULTED LEASE POOL" shall mean the set of Cross-Defaulted Master
Leases and Subleases hereunder, and each separate set of Cross-Defaulted Master
Leases and Subleases, under and as defined in any Additional Master Lease and
Sublease (or Severance Lease thereunder), as set forth in the Severance Notice.

     "CROSS-DEFAULTED MASTER LEASE AND SUBLEASE" collectively and individually,
means, (i) on the date hereof, all of the Additional Master Leases and
Subleases, or (ii) from and after any exercise by Lessee of its rights under
Section 41(d) hereunder or any exercise by any Additional Master Lease Lessee of
its rights under Section 41(d) under an Additional Master Lease and Sublease,
those Additional Master Leases and Subleases designated as Cross-Defaulted
Master Leases and Subleases (to this Agreement), pursuant to any Severance
Notice hereunder (or under any Additional Master Lease and Sublease), subject to
the provisions of the first sentence of Section 41(d)(ii)(B).

     "CROSS-DEFAULTED SITE" collectively and individually, means any Site
hereunder and any "Site," as defined in a Cross-Defaulted Master Lease and
Sublease.

     "DATE OF TAKING" means the earlier of (a) the date upon which title to any
Site, or any portion of such Site, subject to a Taking is vested in the
condemning authority, or (b) the date upon which possession of such Site or
portion such Site is taken by the condemning authority.

     "DECISION PERIOD" has the meaning set forth in Section 31(h).

     "DEFAULT NOTICE" has the meaning set forth in Section 4(f).

     "EFFECTIVE DATE" has the meaning set forth in the preamble.

     "EMERGENCY" has the meaning set forth in Section 30(b).

     "ENVIRONMENTAL CONDITION" has the meaning set forth in the Agreement to
Lease and Sublease.

     "ENVIRONMENTAL LAW" has the meaning set forth in Section 23(a).


                                        4



     "EQUIPMENT" means all physical assets (other than real property and
interests in real property), located at the applicable Site on or in, or
attached to, the Land, Improvements or Towers leased to or operated by Lessee
pursuant to this Agreement and includes, without limitation, to the extent
existing at a Site on the Effective Date, all of the items listed on the
attached Schedule 1. With respect to any item of or interest in real property
included in the Leased Property of any Site, any fixture (other than Towers)
attached to that real property is "EQUIPMENT" related thereto. "EQUIPMENT" does
not include any intellectual property or intangible rights or any Excluded
Equipment.

     "EXCLUDED ASSETS" has the meaning set forth in the Agreement to Lease and
Sublease.

     "EXCLUDED EQUIPMENT" has the meaning set forth in the Agreement to Lease
and Sublease.

     "EXCLUDED PURCHASE SITES" means (i) any Pre-Lease Site pursuant to which
Lessee, in its reasonable discretion, determines that the transfer of such
Pre-Lease Site pursuant to the Purchase Option would violate the terms of the
applicable Ground Lease, license or other agreement pursuant to which the
applicable Sprint Additional Party has a possessory right in such Pre-Lease
Site, (ii) any Site where the Ground Lease has previously terminated or (iii)
any Site that Lessee has previously purchased from Lessor.

     "EXPIRING GROUND RENT" means the aggregate base Ground Rent payable during
the last term of the expiring Ground Lease for which renewal is being sought.

     "FAA" means the United States Federal Aviation Administration or any
successor Federal Governmental Authority performing a similar function.

     "FCC" means the United States Federal Communications Commission or any
successor Federal Governmental Authority performing a similar function.

     "FEDERAL DEPRECIATION DEDUCTIONS" has the meaning set forth in Section
39(a)(1)(ii).

     "FEDERAL INCOME TAX BENEFITS" means the Federal Depreciation Deductions and
the federal income tax deductions described in Section 39(a)(1)(iii).

     "FINAL NON-FINANCEABLE SITES STATEMENT" means the means the Preliminary
Non-Financeable Sites Statement as finally determined pursuant to Section 41(c).

     "FINANCIAL ADVISORS" has the meaning set forth in Section 34.

     "FINANCEABLE SITE" means a Master Lease Site with respect to which: (i)
Lessee, if it so elects, has obtained title insurance insuring its and its
lenders' interests, subject only to Permitted Encumbrances and such other
matters as are reasonably acceptable to Lessee, with a coverage amount equal to
no less than the Rent paid by Lessee for such Master Lease Site, (ii) a Ground
Lessor Estoppel from any ground lessor and a Non-Disturbance Agreement from any
ground lessor lenders, in each case with such modifications or changes as may be
reasonably acceptable to Lessee (so long as such modifications or changes, if
more burdensome to ground lessor or lender, as applicable, than those set forth
on Exhibit J or Exhibit K to the Agreement to Lease


                                        5



and Sublease, as applicable, will not be required for purposes of establishing
whether a "Ground Lessor Estoppel" has been obtained) has been obtained for the
benefit of Lessee, its lenders and their respective successors and assigns,
(iii) the other Individual Site Closing Conditions have been satisfied, and (iv)
any Collocation Agreement that applies to such Master Lease Site as well as to
other Sites that are not otherwise Financeable Sites (for example, as a result
of a failure to satisfy the Environmental Conditions) may be severed without the
consent of any third party, or has been severed with such consent, in order to
permit at least one separate financing of such Master Lease Site.

     "FINANCIAL STATEMENTS" has the meaning set forth in the Agreement to Lease
and Sublease.

     "GLOBAL PARENT" has the meaning set forth in the preamble.

     "GOVERNMENTAL APPROVAL" means all licenses, permits, franchises,
certifications, waivers, variances, registrations, consents, approvals,
qualifications and other authorizations to, from or with any Governmental
Authority.

     "GOVERNMENTAL AUTHORITY" means any foreign, domestic, federal, territorial,
state or local governmental authority, administrative body, quasi-governmental
authority, instrumentality, court, government or self-regulatory organization,
commission, board, administrative hearing body, arbitration panel, tribunal or
organization or any regulatory, administrative or other agency, or any political
or other subdivision, department or branch of any of the foregoing.

     "GROUND LEASE" means, as to a Leased Site or Other Interest Site, the
ground lease and/or any related easement, license or other agreement or document
pursuant to which Lessor or Sprint holds a leasehold interest, leasehold estate,
easement, license or other interest in such Site, together with any renewals or
extensions of the term thereof (whether by exercise of any right or option
contained therein or by execution of a new ground lease or other instrument
providing for the use of such Site), and including all amendments,
modifications, supplements, assignments, guarantees, side letters and other
documents related thereto.

     "GROUND LESSOR" means, as to a Leased Site or Other Interest Site, the
"lessor", "landlord", "licensor", or similar Person under the related Ground
Lease.

     "GROUND LESSOR ESTOPPEL" means, as to a Ground Lease, an estoppel from the
ground lessor thereunder for the benefit of Lessee, its successor and assigns,
lenders and rating agencies, in substantially the form of Exhibit J attached to
the Agreement to Lease.

     "GROUND RENT" means, as to any Site, all rents, fees and other charges
payable by Lessor to the Ground Lessor under the Ground Lease for such Site.

     "GSI FINANCING SUBSIDIARY" means any Person formed as an Affiliate of
Lessee to be the lessee under a Severed Lease as described in Section 41(e).

     "HAZARDOUS MATERIAL" has the meaning set forth in Section 23(a).


                                        6



     "IMPROVEMENTS" means, as to each Site, (a) one or more equipment pads or
raised platforms capable of accommodating exterior cabinets or equipment
shelters, huts or buildings, electrical service and access for the placement and
servicing of Sprint Collocator's and, if applicable, each Tower Subtenant's
Improvements; (b) buildings, huts, shelters or exterior cabinets; (c) generators
and associated fuel tanks; (d) grounding rings; (e) fencing; (f) signage; (g)
connections for utility service up to the meter; (g) hardware constituting a
tower platform to hold Sprint Collocator's and, if applicable, each Tower
Subtenant's Communications Equipment; (i) access road improvements; (j) common
shelters, if any; (k) all lighting systems and light monitoring devices; and (l)
such other equipment, alterations, replacements, modifications, additions, and
improvements as may be installed on or made to all or any component of a Site
(including the Land and the Tower). Improvements do not include Communications
Equipment.

     "INCLUSION" means the inclusion in the income of any Sprint Group Member of
any amount realized in connection with the transactions effected by this
Agreement or related documents other than the amounts described in Section
39(a)(1)(iv).

     "INDIVIDUAL SITE CLOSING CONDITIONS" has the meaning set forth in the
Agreement to Lease and Sublease.

     "INDIVIDUAL SITE PREPAID RENT" means the portion of the Rent attributable
to each Site, as set forth in Exhibit H hereto.

     "INITIAL MASTER LEASE SITES" has the meaning set forth in the definition of
"Master Lease Site."

     "LAND" means, as to each Site, the tract of land constituting a portion of
such Site, together with all easements and other rights appurtenant thereto.

     "LANDLORD REIMBURSEMENT TAXES" means, with respect to a Leased Site or
Other Interest Site, if the applicable Ground Lease provides that Ground Lessor
may pass-through any Taxes assessed against the Ground Lessor to the applicable
ground lessee, the amount of such Taxes for which the Ground Lessor seeks
reimbursement from the ground lessee or its assigns under the provisions of the
Ground Lease.

     "LAW" means any statute, rule, code, regulation, ordinance, interpretation
or Order of, or issued by, any Governmental Authority.

     "LEASED PROPERTY" means, with respect to each Site, (a) the Land related to
such Site, and (b) the Tower located on such Site (including the Sprint
Collocation Space), in each case together with the related Equipment,
Improvements (excluding Sprint's Improvements and any Tower Subtenant's
Improvements) and the Tower Related Assets with respect to such Site; provided,
however, that no leasehold, subleasehold or other real property interest is
granted pursuant to Section 3(b) in the Leased Property at any Pre-Lease Site
until the Conversion Closing for such Pre-Lease Site (to the extent same would
cause a default under any Ground Lease).

     "LEASED SITE" means the Sites occupied by Lessor or a Sprint Additional
Party, as applicable, pursuant to a lease or sublease.


                                        7



     "LESSEE" has the meaning set forth in the preamble.

     "LESSEE COMPETITOR" means a Person that conducts, as a significant
component of its business, the management, operation or marketing of
communications towers, and does not provide wireless communications services as
a substantial portion of its business.

     "LESSEE INDEMNITEE" means Lessee and its Affiliates, and its and their
respective directors, officers, employees, agents and representatives.

     "LESSEE LENDER" means the holder(s) of any loan secured by all or any
portion of Lessee's interests (or any of them) hereunder or with respect to any
Site, including, without limitation, a collateral assignment of any rights of
Lessee hereunder or under any related agreements or secured by the pledge of
equity interests in Lessee (each, a "SECURED LESSEE LOAN"), together with the
heirs, legal representatives, successors, transferees, nominees and assigns of
such holder(s).

     "LESSEE NEGOTIATED RENEWAL" has the meaning set forth in Section 4(c).

     "LESSEE OBLIGATIONS" has the meaning set forth in Section 42(a).

     "LESSEE PROPERTY TAX CHARGE" means, as to any Site, the annual amount
payable to Lessor by Lessee for Lessee's portion of Property Taxes with respect
to such Site pursuant to this Agreement in an amount equal to $1,975 per annum
(prorated for partial years) subject to an annual increase on each CPI Change
Date equal to three percent (3%).

     "LESSEE PERMITTED LIENS" means, as to any Site, collectively: (a) liens in
respect of Property Taxes or other Taxes that are not yet delinquent as long as
no foreclosure, distraint, sale or similar proceedings have been commenced with
respect thereto; (b) general utility, roadway and other easements or rights of
way which do not or would not reasonably be expected to, individually or in the
aggregate, materially adversely affect the use or operation of the Tower and/or
Site as a telecommunications tower facility; (c) rights of, or by, through or
under Persons leasing, licensing or otherwise occupying space on any Tower or
otherwise utilizing any Tower pursuant to any Collocation Agreement as provided
therein; (d) all Liens and other matters of public record against the underlying
real property interest of any ground lessor under any ground lease; (e) the
terms and provisions of any ground lease as provided therein; (f) any Mortgage
granted by Lessee in connection with a Secured Lessee Loan; (g) any Lien or
right created by Persons other than Lessee or its Affiliates prior to the
Effective Date; and (h) any Lien or right otherwise caused or consented to by
any Sprint Group Member.

     "LESSEE WORK" has the meaning set forth in Section 13(b).

     "LESSOR NEGOTIATED RENEWAL" has the meaning set forth in Section 4(d).

     "LIENS" means, with respect to any asset, any mortgage, guaranty, lien,
pledge, security interest, charge, attachment, restriction or encumbrance of any
kind in respect of such asset.

     "MASTER LEASE AND SUBLEASE ONE" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC One LLC, a Delaware limited
liability company, as


                                        8



lessor, Sprint Telephony PCS, L.P., as Sprint Collocator, Global Signal
Acquisitions II LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE AND SUBLEASE TWO" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Two LLC, a Delaware limited
liability company, as lessor, SprintCom, Inc., as Sprint Collocator, Global
Signal Acquisitions II LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE AND SUBLEASE THREE" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Three LLC, a Delaware
limited liability company, as lessor, American PCS Communications, LLC, as
Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global
Signal Inc.

     "MASTER LEASE AND SUBLEASE FOUR" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Four LLC, a Delaware
limited liability company, as lessor, PhillieCo, L.P., as Sprint Collocator,
Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE AND SUBLEASE SIX" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Six Company, a Delaware
statutory trust, as lessor, Sprint Spectrum L.P., as Sprint Collocator, Global
Signal Acquisitions II LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE SITE" means, for purposes of this Agreement, any Site, (a)
which is identified in Exhibit A-1 (the "INITIAL MASTER LEASE SITES"); and (b)
any Site added to this Agreement as a Master Lease Site as provided herein.

     "MORTGAGE" means, as to any Site, any mortgage, deed to secure debt, deed
of trust, trust deed and/or other conveyance of, or encumbrance against, the
right, title and interest of a Party in and to the Land, Tower and Improvements
on such Site as security for any debt, whether now existing or hereafter arising
or created.

     "MORTGAGEE" means, as to any Site, the holder of any Mortgage, together
with the heirs, legal representatives, successors, transferees and assigns of
the holder.

     "NON-COLLOCATION SITES" has the meaning set forth in Section 6(c).

     "NON-CONTRIBUTABLE SITES" has the meaning set forth in the Agreement to
Lease and Sublease.

     "NON-FINANCEABLE SITES" has the meaning set forth in 41(c).

     "NON-FINANCEABLE SITE FINANCING COST" means, with respect to each
Non-Financeable Site included in the Final Non-Financeable Sites Statement, an
amount equal to the product of (x) 12% of the aggregate Individual Site Prepaid
Rent attributable to the Non-Financeable Sites and (y) a fraction, the numerator
of which is the amount of debt (not to exceed $850,000,000) Lessee obtains in
connection with the consummation of the transactions under the Agreement to
Lease and Sublease and the denominator of which is the sum of (1) the Rent and
Pre-Lease Rent,


                                        9



payable on the date hereof hereunder and (2) the aggregate Rent and Pre-Lease
Rent under and as defined in all of the Additional Master Lease and Subleases on
the date hereof.

     "NON-FINANCEABLE SITES SUPPORTING DOCUMENTATION" means all relevant
documentation reasonably requested by Lessor to verify the accuracy of the
Preliminary Non-Financeable Sites Statement.

     "NON-RESTORABLE SITE" means a Site that has suffered a casualty which
damages or destroys all or a Substantial Portion of any Site that constitutes a
non-conforming use under applicable Zoning Laws prior to such casualty and for
which Restoration requires under applicable Zoning Laws either (i) obtaining a
change in the zoning classification of the Site under applicable Zoning Laws or
Zoning Laws would not allow Lessee to rebuild a comparable replacement tower on
the Site substantially similar to the Tower damaged or destroyed by the
casualty, (ii) the filing and prosecution of a lawsuit or other legal proceeding
in a court of law, or (iii) any other permit or approval under applicable Zoning
Laws that cannot be obtained by Lessor, using commercially reasonable efforts,
in a period of time that will enable Restoration to be commenced (and a building
permit issued) within one (1) year after the casualty.

     "NON-SEVERABLE" means, with respect to any Alteration, any Alteration that
is not a Severable Alteration.

     "ONGOING REVENUE SHARING PAYMENT" means a Sprint Additional Party's and/or
Lessor's share of any Shared Ground Rent Increase Payment that is payable to a
Ground Lessor in installments rather than a one-time lump sum payment.

     "OPTION PURCHASE PRICE" means, with respect to each Site, the fixed
purchase price for such Site in the event Lessee exercises its purchase option
with respect to such Site under Section 36 of this Agreement, as specified in
Exhibit H.

     "OPTION SELLERS" has the meaning set forth in Section 36(a).

     "OPTION TRIGGER WINDOW" has the meaning set forth in Section 36(a).

     "OTHER INTEREST SITES" means the Sites, which are occupied by Lessor
pursuant to a license, easement, permit or similar arrangement. If a Site is not
an Owned Site or a Leased Site, such Site shall be deemed an Other Interest
Site.

     "OWNED SITE" means the Site identified by cascade number NL13XC116 on
Exhibit A.

     "PARTIES" has the meaning set forth in the preamble.

     "PARTY" has the meaning set forth in the preamble.

     "PERMITTED ACT" means any act expressly permitted under the Transaction
Documents; provided that the use and operation of the Leased Property in
commercial service in the manner that the Lessee or its Affiliates currently
uses and operates similar property in the tower business shall be considered to
be expressly permitted (provided that such use and operation is not in violation
of the Transaction Documents); provided further that, notwithstanding the
foregoing,


                                       10



the following shall not be Permitted Acts: (i) any substitution or replacement
of the Leased Property; (ii) any merger or consolidation of the Lessee or its
Affiliates; (iii) any modification, alteration, addition or improvement to the
Leased Property, in each case, which fails to comply with the provisions of Rev.
Proc. 2001-28, 2001-1 C.B. 1156; (iv) any voluntary or involuntary case or
proceeding seeking relief of debts of the Lessee or its Affiliates, (v) any
assignment of the Lessee's interest in the transactions contemplated by the
Transaction Documents; (vi) the entry into a New Lease under Section 40 of this
Agreement; and (vii) any severance of this Agreement under Section 41.

     "PERMITTED ENCUMBRANCES" has the meaning set forth in the Agreement to
Lease and Sublease.

     "PERMITTED USE" means use of each Site for the purposes of: (a)
constructing, installing, operating, repairing, altering, managing, maintaining
and marketing the Tower and Improvements of each Site and making further
Improvements to such Site as permitted under this Agreement, and (b) the use of
such Site by Sprint Collocator with respect to the Sprint Collocation Space or
any Available Space at such Site subject to the terms of the Collocation
Agreements and this Agreement, as the case may be, and (c) the use by Tower
Subtenants of any portions of the Land, Tower and Improvements of such Site
(including any Available Space) as is reasonably necessary for operation of the
Communications Facilities of such Tower Subtenants subject to the terms of the
Collocation Agreements and this Agreement.

     "PERSON" means any individual, corporation, limited liability company (or
series thereof), partnership, association, trust or any other entity or
organization, including a Governmental Authority.

     "PRE-LEASE RENT" has the meaning set forth in Section 11(b).

     "PRE-LEASE SITE" means, for purposes of this Agreement, each Site which is
not identified as a Master Lease Site on Exhibit A-1 and is therefore subject to
this Agreement as a Pre-Lease Site as of the Effective Date, until such Site is
converted to a Master Lease Site as provided herein.

     "PRELIMINARY NON-FINANCEABLE SITES STATEMENT" has the meaning set forth in
Section 41(c)(i).

     "PRIME RATE" means the rate of interest reported in the "Money Rates"
column or section of The Wall Street Journal (Eastern Edition) as being the
prime rate on corporate loans of larger U.S. Money Center Banks.

     "PROCEEDS" means all insurance moneys recovered or recoverable by Lessor,
Lessee or Sprint Collocator as compensation for casualty damage to any Site
(including the Tower and Improvements of such Site).

     "PROPERTY TAXES" means, as to each Site, any and all of the following
levies, assessed or imposed upon, against or with respect to the Site, any part
of the Site, or the use and occupancy of the Site at any time during the Term as
to such Site (whether imposed directly by a Governmental Authority or indirectly
through any other Persons, and including any penalties,


                                       11



fines, and interest related thereto): (a) real property and personal property ad
valorem taxes and assessments (other than Taxes imposed on Lessee by a
Governmental Authority with respect to Improvements treated as being owned by
Lessee); (b) charges made by any public or quasi public authority for
improvements or betterments related to the Site (other than Taxes imposed on
Lessee by a Governmental Authority with respect to Improvements treated as being
owned by Lessee); (c) sanitary taxes or charges, sewer or water taxes or
charges, and (d) any other tax imposed solely as a result of ownership of the
Leased Property similar to the Taxes described in (a) through (c), in each case
other than Landlord Reimbursement Taxes.

     "PROPORTIONAL RENT" has the meaning set forth in Section 11(f).

     "PURCHASE OPTION CLOSING DATE" means May 25, 2037.

     "PURCHASE SITES" means all Sites then subject to the terms and provisions
of this Agreement that are not Excluded Purchase Sites.

     "QUALIFYING LESSEE TRANSFEREE" means a Person who has outstanding senior
unsecured debt securities or comparable long term obligations rated B- or higher
by Standard & Poor's Ratings Services or B3 or higher by Moody's Investors
Service.

     "QUALIFYING SPRINT TRANSFEREE" means a Person who has outstanding senior
unsecured debt securities or comparable long term obligations rated BBB- or
higher by Standard & Poor's Ratings Services or Baa3 or higher by Moody's
Investors Service.

     "RATABLE GLOBAL PARENT MAXIMUM OBLIGATION" has the meaning set forth in
Section 41(d).

     "REIMBURSABLE COSTS" has the meaning set forth in Section 18(f).

     "REIMBURSABLE MAINTENANCE EXPENSES" has the meaning set forth in Section
30(a).

     "RELEASE" has the meaning set forth in Section 23(a).

     "RENEWAL GROUND RENT" means the aggregate base Ground Rent (including any
periodic escalations thereof) payable during the initial term of any Lessee
Negotiated Renewal or Lessor Negotiated Renewal.

     "RENT" has the meaning set forth in Section 11(b).

     "RENT PAYMENT PERIOD" means, as to each Site, the taxable period set forth
in Exhibit A.

     "RESTORATION" means, as to a Site that has suffered casualty damage or is
the subject of a Taking, such restoration, repairs, replacements, rebuilding,
changes and alterations, including the cost of temporary repairs for the
protection of such Site, or any portion of such Site pending completion of
action, required to restore the applicable Site (including the Tower and
Improvements on such Site but excluding any of Sprint's Communications Equipment
or Improvements the restoration of which shall be the sole cost and obligation
of Sprint Collocator) to a condition which is at least as good as the condition
which existed immediately prior to such


                                       12



damage or Taking (as applicable), and such other changes or alterations as may
be reasonably acceptable to Sprint Collocator and Lessee or required by Law.

     "REVENUE SHARING PAYMENT" means any additional amounts payable to any
Ground Lessor as a Shared Ground Lease Payment under (i) any Ground Lease in
effect as of the Effective Date, (ii) renewals and extensions of any Ground
Lease executed after the Effective Date pursuant to terms contained therein on
the Effective Date or (iii) any renewals or extensions of a Ground Lease
executed after the Effective Date that do not increase any revenue sharing
percentage beyond the amount immediately prior to the effectiveness thereof.

     "RIGHT OF SUBSTITUTION" means the right of Sprint Collocator to remove its
Communications Equipment from the Sprint Collocation Space at a Site and move
same to Available Space on such Site by relocation of its Communications
Facility on such Site to a portion of such Available Space not larger than the
Sprint Tower Envelope, in accordance with and subject to the limitations
contained in Section 25.

     "SECTION 467 LOAN" has the meaning set forth in Section 11(f).

     "SECURED LESSEE LOAN" has the meaning set forth in the definition of
"LESSEE LENDER".

     "SEVERABLE" means, with respect to any Alteration, any Alteration that can
be readily removed from a Site or portion of such Site without damaging it in
any material respect or without diminishing or impairing the value, utility,
useful life or condition that the Site or portion of such Site would have had if
such Alteration had not been made (assuming the Site or portion of such Site
would have been in compliance with this Agreement without such Alteration), and
without causing the Site or portion of such Site to become "limited use
property" within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156.
Notwithstanding the foregoing, an Alteration will not be considered Severable if
such Alteration is necessary to render the Site or portion of such Site complete
for its intended use by Lessee (other than Alterations consisting of ancillary
items of Equipment of a kind customarily furnished by lessees or operators of
property comparable to the Site or portion of such Sites).

     "SEVERANCE NOTICE" has the meaning set forth in Section 41(d).

     "SEVERED LEASE" means a lease and sublease in substantially the form of
this Agreement, with appropriate changes to reflect the fact that this Agreement
has been so severed.

     "SEVERED SITE" means the Sites severed from this Agreement pursuant to
Section 41.

     "SHARED GROUND LEASE PAYMENT" has the meaning set forth in the Agreement to
Lease and Sublease.

     "SHARED GROUND RENT INCREASE PAYMENT" means, as to any Site, an amount
equal to (i) fifty percent (50%) of the Renewal Ground Rent under any Lessee
Negotiated Renewal or any Lessor Negotiated Renewal exceeding one-hundred thirty
percent (130%) of the Expiring Ground Rent for such Site up to and including one
hundred sixty percent (160%) of the Expiring Ground Rent for such Site, plus
(ii) one hundred percent (100%) of the portion of the Renewal Ground Rent under
such Lessee Negotiated Renewal or Lessor Negotiated Renewal exceeding


                                       13



one hundred sixty percent (160%) of the Expiring Ground Rent for such Site. The
foregoing assumes the term of the applicable Ground Lease for which Renewal
Ground Rent and Expiring Ground Rent are calculated are of equivalent length,
and, if not of equivalent length, the period over which the Ground Rent for the
Expiring Ground Lease shall be calculated shall match the length of the term of
the Lessee Negotiated Renewal or Lessor Negotiated Renewal, as applicable.

     "SITE" means all of the Sites identified on Exhibit A hereto, which
includes all Master Lease Sites and Pre-Lease Sites, as applicable, now or
hereafter subject to this Agreement. As used in this Agreement, reference to a
Site (including any reference to a Master Lease Site or a Pre-Lease Site) will
include the Land, the Tower, the Improvements (excluding Severable Alterations)
and Non-Severable Alterations but will not include Sprint's Improvements or
Sprint's Communications Equipment or any Tower Subtenant's Improvements or Tower
Subtenant's Communications Equipment and in each case shall include all of the
Leased Property with respect to such Site.

     "SITE DESIGNATION SUPPLEMENT" means, as to any Master Lease Site, a
supplement to this Agreement, in substantially the form of Exhibit B attached to
this Agreement.

     "SITE EXPIRATION DATE" means, as to any Site, (a) as to an Owned Site, the
Site Expiration Outside Date and (b) as to a Leased Site or Other Interest Site,
the sooner to occur of (i) one day prior to the expiration of the relevant
Ground Lease (as the same may be extended or renewed pursuant to the terms of
this Agreement), or (ii) the Site Expiration Outside Date.

     "SITE EXPIRATION OUTSIDE DATE" means, as to any Site, May 25, 2037.

     "SPRINT" means Sprint Corporation and Affiliates thereof that are parties
to the Agreement to Lease and Sublease.

     "SPRINT ADDITIONAL PARTY" means each Sprint Group Member which, at any
applicable time during the Term of this Agreement, has not yet contributed its
right, title and interest in the Leased Property at a Pre-Lease Site to Lessor
pursuant to the Agreement to Lease and Sublease.

     "SPRINT BUFFER ZONE" has the meaning set forth in Section 6(b).

     "SPRINT COLLOCATION CHARGE" has the meaning set forth in Section 11(b).

     "SPRINT COLLOCATION SPACE" means, as to each Site: (a) the portions of the
Land and Improvements comprising the Site used or occupied exclusively by Sprint
Collocator or its Affiliates, or on which any portion of Sprint's Communications
Facility is located, operated or maintained as of the Effective Date (including,
without limitation, portions of the Land and Improvements on which switches and
other of Sprint's Communications Equipment are located and the air space above
such portion of the Land and Improvements (to the extent such air space is not
occupied by a third party on the Effective Date)), (b) the portion of the Tower
on the Site on or within which any portion of Sprint's Communications Facility
is located, operated or maintained as of the Effective Date (including without
limitation, portions of the Tower on which any antennas, transmission lines,
amplifiers and filters are located), plus (in the event Sprint Collocator
maintains fewer than nine (9) 1' x 6' panel antennas on such Tower as of the


                                       14



Effective Date) an additional portion of the Tower on the Site that will enable
Sprint Collocator to locate, operate and maintain Communications Equipment on
the Tower consisting of an aggregate (or the equivalent weight and wind loading)
of no more than nine (9) 1' x 6' panel antennas and related equipment extending
not more than eight (8) contiguous vertical feet on such Tower, with no more
than nine (9) lines of co-axial cable not to exceed 1-5/8 inch in diameter
(provided any space for such co-axial cable constitutes a non-exclusive
easement, available for use by Lessee and other Tower Subtenants); and (c) any
and all rights pursuant to Sections 6(b) and 25 and all appurtenant rights
reasonably inferable to permit Sprint Collocator's full use and enjoyment of the
Sprint Collocation Space, including without limitation, the rights specifically
described in Section 6, all in accordance with Section 6.

     "SPRINT COLLOCATOR" means Sprint Telephony PCS, L.P. and its permitted
successors and assigns hereunder, to the extent same are permitted to succeed to
Sprint Collocator's rights hereunder.

     "SPRINT GROUP" means, collectively, Sprint Parent and its Affiliates
(including Lessor) whose names are set forth in the signature pages of this
Agreement or the Agreement to Lease and Sublease and any Affiliate of Sprint
Parent which at any time becomes a "sublessor" under this Agreement in
accordance with the provisions of this Agreement. Each member of the Sprint
Group is herein a "SPRINT GROUP MEMBER". Solely for purposes of Section 39, the
term "SPRINT GROUP" will include each Sprint Group Member, the affiliated group
of corporations and each member of such group within the meaning of Code Section
1504 of which any Sprint Group Member is or will become a member if such group
will have filed a consolidated return; if applicable, each member in any entity
classified as a partnership for federal income tax purposes and such entity
itself if and to the extent such entity is treated as the tax owner of any of
the Sites or portions of the Sites or such entity is a direct or indirect
partner in another entity classified as a partnership which is so treated (in
either case, a "SPRINT PARTNERSHIP"); and, if applicable, any entity owned by a
Sprint Group Member or an Sprint Partnership that for federal income tax
purposes is disregarded as an entity separate from its owner.

     "SPRINT INDEMNITEE" means Lessor, each Sprint Additional Party, Sprint
Collocator and their respective Affiliates, directors, officers, employees,
agents and representatives (except Lessee and its Affiliates and any agents of
Lessee or its Affiliates).

     "SPRINT MARKET ASSIGNEE" has the meaning set forth in Section 26(b).

     "SPRINT PARENT" means Sprint Corporation, a Kansas corporation.

     "SPRINT PARTNERSHIP" has the meaning set forth in the definition of "SPRINT
GROUP".

     "SPRINT TOWER ENVELOPE" means, as to each Site, the portion of the Sprint
Collocation Space on the Tower on the Site that will enable Sprint Collocator to
locate, operate and maintain Sprint's Communications Equipment on the Tower
consisting of an aggregate (or the equivalent weight and wind loading) of nine
(9) 1' x 6' panel antennas and related equipment extending not more than eight
(8) contiguous vertical feet on such Tower.

     "SPRINT TRANSFER" has the meaning set forth in Section 26(b).


                                       15



     "SPRINT'S COMMUNICATIONS EQUIPMENT" means any Communications Equipment
owned or leased (other than from Lessee) by Sprint Collocator or its Affiliates.

     "SPRINT'S IMPROVEMENTS" means any Improvements of Sprint Collocator or its
Affiliates located at a Site, solely with respect to Sprint's Communications
Equipment.

     "STANDARD PROCEDURES" has the meaning set forth in Section 13(b)(ii).

     "SUBSTANTIAL PORTION OF ANY SITE" means, as to a Site, so much of the such
Site (including the Land, Tower and Improvements of such Site, or any portion of
such Site) as, when subject to a Taking or damage as a result of a casualty,
leaves the untaken or undamaged portion unsuitable for the continued feasible
and economic operation of such Site for the Permitted Use.

     "SUBSTITUTION" means the relocation by Sprint Collocator on a Site,
pursuant to its Right of Substitution.

     "SUPER FUND" has the meaning set forth in Section 23(a).

     "SUPER LIEN" has the meaning set forth in Section 23(a).

     "TAKING" means, as to any Site, any condemnation or exercise of the power
of eminent domain by any Governmental Authority, or any taking in any other
manner for public use, including a private purchase, in lieu of condemnation, by
a public authority.

     "TAXES" means all forms of taxation, whenever created or imposed, whether
imposed by a local, municipal, state, foreign, Federal or other Governmental
Authority, and whether imposed directly by a Governmental Authority or
indirectly through any other Person, and, without limiting the generality of the
foregoing, will include any income, gross receipts, ad valorem, excise,
value-added, sales, use, transfer, franchise, license, stamp, occupation,
withholding, employment, payroll, personal property, real property or
environmental tax, levy, charge, assessment, fee or premium, together with any
interest, penalty, addition to tax or additional amount imposed by a
Governmental Authority or indirectly through any other Person.

     "TAX ASSUMPTIONS" has the meaning set forth in Section 39(a)(1).

     "TAX CLAIM" has the meaning set forth in Section 39(d).

     "TAX INDEMNITEE" has the meaning set forth in Section 39(a)(3)(i).

     "TAX INDEMNITY NOTICE" has the meaning set forth in Section 39(a)(3)(i).

     "TAX LOSS" has the meaning set forth in Section 39(a)(3)(i).

     "TECHNICAL CLOSING" has the meaning set forth in the Agreement to Lease and
Sublease.

     "TEN YEAR WITHDRAWAL DATE" has the meaning set forth in Section 10(a).

     "TERM" means: (i) as to this Agreement, the term set forth in Section 9(a);
and (ii) as to each Site, the term during which this Agreement is applicable to
such Site.


                                       16



     "TOTAL NON-FINANCEABLE SITE FINANCING COSTS" has the meaning set forth in
Section 41(c)(iii).

     "TOWER RELATED ASSETS" means, with respect to each Tower, (a) to the extent
such rights are assignable to Lessee, all rights to any warranties held by
Lessor with respect to such Tower (or the related Site) prior to the date hereof
(and if such rights cannot be granted to Lessee, such rights shall be enforced
by Sprint Collocator, at Lessee's cost, at the direction of and for the benefit
of Lessee), (b) to the extent such rights are assignable to Lessee, all rights
under any Governmental Approvals held exclusively with respect to the ownership
or operation of such Tower (and of the related Site if such Site is an Owned
Site) prior to the date hereof (and if such rights cannot be granted to Lessee,
such rights shall be enforced by the applicable Sprint Additional Party (or if
such rights must be enforced by an Affiliate of Sprint, the applicable Sprint
Additional Party shall cause such Affiliate to enforce such rights), at Lessee's
cost, at the direction of and for the benefit of Lessee), (c) to the extent such
rights may be granted to Lessee, a sublicense or other right to use any
Governmental Approvals not held exclusively with respect to, but held in part
for the benefit of, the ownership or operation of such Tower (and of the related
Site if such Site is an Owned Site), and (d) copies of, or extracts from, all
current files and records of Lessor or any other Sprint Group Member solely
related to the ownership, occupancy or leasing of such Tower (and of the related
Site if such Site is an Owned Site), or, to the extent not so solely related,
appropriate extracts thereof. "TOWER RELATED ASSETS" does not include any
intellectual property or intangible rights or Excluded Assets.

     "TOWER REMOVAL BONDS" means, collectively, any bonds, letters of credit,
deposits or other security interests relating to the removal of a Tower from a
Site.

     "TOWER SUBTENANT" means, as to any Site, any Person (other than Sprint
Collocator), which: (a) is a "sublessee" under any Collocation Agreement
affecting such Site; or (b) subleases, licenses or otherwise acquires from
Lessee the right to use Available Space on such Site.

     "TOWER SUBTENANT'S COMMUNICATIONS EQUIPMENT" means any Communications
Equipment owned or leased (other than from Lessee) by a Tower Subtenant.

     "TOWER SUBTENANT'S IMPROVEMENTS" means the Improvements of any Tower
Subtenant located at any Site.

     "TOWERS" means the communications towers on the Sites.

     "TRANSACTION DOCUMENTS" means this Agreement, the Agreement to Lease and
Sublease, the Collateral Agreements and all other documents to be executed by
the Parties in connection with the consummation of transactions contemplated by
the Agreement to Lease and Sublease and this Agreement.

     "TRANSFER TAXES" has the meaning set forth in Section 16(d).

     "TRANSITION SERVICES AGREEMENT" has the meaning set forth in Section 12(c).

     "UNAMORTIZED RENT" means, for any applicable Site, an amount equal to the
product of (x) the Rent or Pre-Lease Rent, as applicable for such Site, and (y)
a fraction, the numerator of


                                       17



which is the number of years (to three decimal places) remaining from and after
the applicable measuring date to the Site Expiration Outside Date and the
denominator of which is thirty-two (32).

     "UNPAID AMOUNT" has the meaning set forth in Section 11(d).

     "WITHDRAWAL CAUSE" means, as to any Site, the inability of Sprint
Collocator (after using commercially reasonable efforts) to obtain or maintain
any Governmental Approval necessary for the operation of Sprint's Communications
Facility at such Site; provided, however, that Sprint Collocator may not assert
Withdrawal Cause if Sprint Collocator (i) cannot maintain or obtain or otherwise
forfeits a Governmental Approval as a result of the violation of any Laws by
Sprint Collocator or its Affiliates or any enforcement action or proceeding
brought by any Governmental Authority against Sprint Collocator or its
Affiliates because of any alleged wrongdoing by Sprint Collocator or its
Affiliates or (ii) does not have such Governmental Approval on the Effective
Date and such Governmental Approval was required on the Effective Date.

     "WITHDRAWAL DATE" means the effective date of Sprint Collocator's election
to terminate its leaseback or other use and occupancy of the Sprint Collocation
Space at any Site pursuant to a Withdrawal Notice.

     "WITHDRAWAL NOTICE" has the meaning set forth in Section 10(a).

     "WITHDRAWAL RIGHTS" means the rights of Sprint Collocator to elect to
terminate its leaseback or other use and occupancy of the Sprint Collocation
Space with respect to a Site as described in Section 10(a).

     "ZONING LAWS" means any zoning, land use or similar Laws, including,
without limitation, Laws relating to the use or occupancy of any communications
towers or property, building codes, zoning ordinances and land use regulations.

     "90 DAY LESSEE NOTICE" has the meaning set forth in Section 16(c).

     Any other capitalized terms used in this Agreement will have the respective
meanings given to them elsewhere in this Agreement.



     SECTION 2. DOCUMENTS.

     (a) This Agreement will consist of the following documents, as amended from
time to time as provided herein:

          (i)  this Agreement;

          (ii) the following Exhibits, which are incorporated herein by this
     reference:

     Exhibit A          List of Sites
     Exhibit A-1        List of Master Lease Sites
     Exhibit B          Form of Site Designation Supplement



                                       18





     Exhibit C          Intentionally Omitted
     Exhibit D          Form of Officer's Certificate of Sprint Corporation
     Exhibit E          Form of Officer's Certificate of Global Signal Inc.
     Exhibits F and G   Intentionally Omitted
     Exhibit H          Individual Site Rent and Option Purchase Price Amount


          (iii) Schedules to the Exhibits, which are incorporated herein by
     reference and Schedule 1 hereto which is Incorporated by reference; and

          (iv) such additional documents as are incorporated by reference.

     (b) If any of the foregoing are inconsistent, this Agreement will prevail
over the Exhibits, the Schedules and additional incorporated documents.

     SECTION 3. MASTER LEASE SITES AND PRE-LEASE SITES.

     (a) Subject to the terms and conditions of this Agreement, Lessor hereby
lets, leases and demises unto Lessee, and Lessee hereby leases, takes and
accepts from Lessor the Leased Property of all of the Master Lease Sites. Each
Master Lease Site in addition to the Initial Master Lease Sites will be made
subject to this Agreement by means of a Conversion Closing (after which Lessor
and Lessee will execute and deliver at a Technical Closing a Master Lease Site
Designation Supplement between Lessor and Lessee and the amendment of Exhibit A
hereto to reflect such Site as a Master Lease Site instead of a Pre-Lease Site).
Lessor and Lessee acknowledge and agree that this single Agreement is
indivisible (except pursuant to Section 41(d)), intended to cover all of the
Sites and is not a separate lease and sublease or agreement with respect to
individual Sites, and in the event of a bankruptcy of any Party, all Parties
intend that this Agreement be treated as a single indivisible Agreement. All
disclaimers of obligations by Sprint Collocator and its Affiliates under this
Agreement are qualified in all respects by such Parties' representations,
warranties and covenants under the Agreement to Lease and Sublease. In addition,
the Parties acknowledge and agree that this Agreement is intended to be treated
for U.S. federal income tax purposes as (i) a lease between Lessee and Lessor,
with respect to the Sites, and (ii) a lease between Lessee and Sprint
Collocator, with respect to the Sprint Collocation Space; and the Parties
further agree to not take any position on any tax return that is inconsistent
with such treatment.

     (b) As to each Master Lease Site, this Agreement is a grant of a leasehold
interest in each Owned Site; and as to Leased Sites and Other Interest Sites,
this Agreement is a grant of a subleasehold or other interest in each Leased
Site or Other Interest Site, as applicable.

     (c) As to each Pre-Lease Site, Lessor hereby appoints, and Lessee agrees to
act and will act, as the exclusive operator of the Leased Property at each of
the Pre-Lease Sites during the Term as to each Pre-Lease Site. In performing its
duties as operator of the Pre-Lease Sites, Lessee will manage, administer and
operate each of the Pre-Lease Sites, subject to the provisions of this
Agreement, in a manner (i) which is comparable to and in accordance with prudent


                                       19



management and quality standards used in the telecommunications industry by
nation-wide communications tower operators operating portfolios of comparable
size and quality as that being leased and operated under this Agreement and (ii)
consistent with the standards used to manage, administer and operate the Master
Lease Sites. Except as specifically provided herein, no Sprint Additional Party
nor Lessor shall exercise any rights or take any actions with respect to the
operation, maintenance, leasing or licensing with respect to any Pre-Lease
Sites, all such rights being exclusively reserved to Lessee hereunder.

     (d) Lessee hereby accepts the Leased Property at each Site in its "AS IS"
condition, without any representation, warranty or covenant of or from Lessor,
Sprint or their respective Affiliates whatsoever as to its condition or
suitability for any particular use, except as may be expressly set forth in this
Agreement or in the Agreement to Lease and Sublease. Except as set forth in this
Agreement and the Agreement to Lease and Sublease, Lessee hereby acknowledges
that neither Lessor, Sprint nor any agent or Affiliate of Lessor or Sprint has
made any representation or warranty, express or implied, with respect to any of
the Leased Property, or any portion of such Leased Property, or the suitability
or fitness for the conduct of Lessee's business or for any other purpose,
including the Permitted Use, and Lessee further acknowledges that it has had
sufficient opportunity to inspect and approve the condition of the Leased
Property at each of the Sites.

     (e) From and after the Effective Date, Lessee will receive and will be
entitled to all of the revenue generated by the Sites (including, without
limitation, all revenue under the Collocation Agreements) and neither Lessor,
Sprint nor any of their respective Affiliates will be entitled to any of such
revenue, and if any such revenue is paid to any such Person, it will remit same
to Lessee as soon as reasonably possible after any Sprint Group Member becomes
aware of its receipt thereof (including, without limitation, by notice from
Lessee of such receipt), but in no event more than ten (10) Business Days, and
Sprint Collocator shall cause its Affiliates to perform any such obligation
hereunder. Lessor or the applicable Sprint Additional Party (as applicable) will
direct (or cause its Affiliate to direct), in writing, all payors of amounts due
with respect to any Sites to pay such amounts to Lessee. From and after the
Effective Date, and except as expressly provided in this Agreement, Lessee also
will be responsible for the payment of, and will pay, all expenses related to or
associated with the Sites, whether ordinary or extraordinary, and whether
foreseen or unforeseen. The rights granted to Lessee under this Agreement
include, with respect to each Tower, the right of Lessee to use and employ, to
the extent such rights may be legally granted to or used by Lessee, the Tower
Related Assets related to the Sites.

     (f) Lessee may from time to time make, subject to the requirements of
Section 13, such Alterations as Lessee may deem desirable in the proper conduct
of its business, so long as (i) such Alteration will not disrupt or otherwise
adversely affect Sprint Collocator's use of the Site in any material respect and
is made in accordance with the requirements set forth in Section 13 of this
Agreement, (ii) such Alteration will not result in any material respect in (y)
the value of the Site or portion of such Site being less than the value of such
Site immediately prior to such Alteration, or (z) the economic life of the Site
or portion of the Site being less than the economic life of the Site or portion
of the Site immediately prior to such Alteration, and (iii) such Alteration will
not cause the Site or portion of such Site to constitute "limited use property"
within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156.


                                       20



     SECTION 4. GROUND LEASES.

     (a) Lessee hereby acknowledges that, as to the Leased Property of each
Leased Site or Other Interest Site, as applicable, this Agreement is subject and
subordinate to all of the terms and conditions of, the applicable Ground Lease
of such Leased Site or Other Interest Site, as applicable. As to any Leased Site
or Other Interest Site, as applicable, neither Lessor nor any other Sprint Group
Member will be deemed to have assumed any duty or obligation of the Ground
Lessor under the applicable Ground Lease and will not be liable or responsible
in any manner whatsoever for any failure of such Ground Lessor to perform any
such duty or obligation. Lessee agrees that it will promptly pay or cause to be
paid the Ground Rent under each of the Ground Leases for the Leased Sites or
Other Interest Sites, as applicable during the Term of this Agreement when such
payments become due and payable and, if Lessee fails to pay Ground Rent under
any Ground Lease on a timely basis, Lessee will be responsible for any
applicable late charges, fees or interest payable to the Ground Lessor;
provided, however, that should any Ground Lessor refuse the payment of Ground
Rent for an applicable Site from any Person other than Lessor or its Affiliate,
as applicable, then Lessor or its Affiliate, as applicable, after written notice
from Lessee of the need for payment from such Person, will promptly pay such
amount, and Lessee will reimburse Lessor therefor within five (5) days after the
date of Lessor's payment. Except as provided in Section 4(c), Lessee will abide
by, comply in all respects with, and fully and completely perform all terms,
covenants, conditions, and provisions of each Ground Lease (including, without
limitation, terms, covenants, conditions, and provisions relating to
maintenance, insurance and alterations) as if Lessee were the "ground lessee"
under the applicable Ground Lease and, to the extent evidence of such
performance must be provided to the Ground Lessor of the applicable Ground
Lease, Lessee will provide such evidence to Ground Lessor. Unless otherwise
directed by Lessee or upon the suspension of the limited power of attorney
granted to Lessee below, neither Lessor, Sprint, nor any of their respective
Affiliates shall take any actions to interfere with Lessee acting as the "ground
lessee" under any Ground Leases as long as Lessee is performing its obligations
with respect to Ground Leases hereunder. To the extent that any Ground Lease
imposes or requires the performance of the "ground lessee" thereunder of any
duty or obligation that is more stringent than or in conflict with any term,
covenant, condition, or provision of this Agreement, the applicable term,
covenant, condition, or provision of the Ground Lease will control and will
constitute the duties and obligations of Lessee under this Agreement as to the
subject matter of such term, covenant, condition, or provision. Lessee will not
(and with respect to its activities on the Sprint Collocation Space, Sprint
Collocator will not) engage in or permit any conduct that would: (i) constitute
a breach of or default under any Ground Lease; or (ii) result in the Ground
Lessor being entitled to terminate the applicable Ground Lease or to terminate
Lessor's right as ground lessee under such Ground Lease, or to exercise any
other rights or remedies to which the Ground Lessor may be entitled for a
default or breach under the applicable Ground Lease. In no event shall Lessee
have any liability to any Sprint Group Member for any breach of a Ground Lease
caused by an act or omission of Lessor or any Sprint Group Member, before, on,
or after the Effective Date, and Sprint Collocator hereby indemnify and hold the
Lessee Indemnitees harmless from and against and in respect of any and all
Claims (other than Claims, to the extent arising from actions taken by Lessee or
its Affiliates) paid, suffered, incurred or sustained by any Lessee Indemnitee
and in any manner arising out of, by reason of, or in connection therewith.
During the Term as to any Leased Site or Other Interest Site, as applicable, and
subject to Sections 4(c) and 4(f) below, Lessee agrees to exercise prior to the
expiration of the applicable Ground Lease and in


                                       21



accordance with the provisions of the applicable Ground Lease, any and all
renewal options existing as of the Effective Date and any further renewal or
extension options that may be granted by any Ground Lessor after the Effective
Date for any such Leased Site or Other Interest Site, as applicable, under the
Ground Leases of such Leased Sites or Other Interest Sites, as applicable;
provided, however, that Lessee shall not be required to exercise any Ground
Lease renewal option if Sprint Collocator at the Site covered by such Ground
Lease is in default of its obligations under this Agreement as to the Site
beyond applicable notice and cure periods provided herein.

     (b) Lessee will not be entitled to act as agent for, or otherwise on behalf
of, Lessor or its Affiliates or to bind Lessor or its Affiliates in any way
whatsoever in connection with any Ground Lease or otherwise except as provided
in this Section 4. Lessor hereby delegates to Lessee the sole and exclusive
right to perform the obligations of and assert the rights of the "ground lessee"
under all Ground Leases and of the Sprint Additional Parties (or their
respective Affiliates) under all Collocation Agreements with respect to
Pre-Lease Sites, and to exercise all rights thereunder subject only to the other
provisions of this Section 4. In accordance with the provisions of this
Agreement, Lessee will have the right to review, negotiate and execute on behalf
of Lessor amendments and other documentation relating to Ground Leases and to
otherwise act on behalf of Lessor in dealing with the Ground Lessors under the
Ground Leases, and Lessor hereby grants to Lessee a limited power of attorney
and, subject to any limitation on such appointment herein, appoints Lessee as
its agent and attorney to review, negotiate and execute on behalf of Lessor
amendments and other documentation relating to Ground Leases and to otherwise
act on behalf of Lessor in dealing with the Ground Lessors under the Ground
Leases. The foregoing power of attorney and appointment are subject to the
following requirements and limitations: (i) all amendments and other
documentation executed by Lessee, and actions taken by Lessee on behalf of
Lessor must comply in all respects with the requirements and provisions of this
Agreement, (ii) upon request by Lessor, Lessee will provide Lessor with such
summaries, documentation and other information relating to Lessee's negotiations
and other activities pertaining to the Ground Lease and the Ground Lessors as
Lessor may reasonably request, and (iii) the foregoing power of attorney and
appointment granted herein to Lessee may be suspended by written notice from
Lessor to Lessee at any time upon the occurrence of an event of default by
Lessee under this Agreement or if Lessee violates or fails to comply with the
foregoing requirements and limitations and until such violation or failure is
cured. Lessee may use such power of attorney to (i) negotiate and execute any
Ground Lease renewal that is for a term of not more than five (5) years, which
may contain successive five (5) year renewal options and otherwise shall be on
commercially reasonable terms, (ii) execute other modifications, waivers and
amendments to Ground Leases (including non-disturbance agreements related
thereto) that are reasonably required in the normal course of business and
operations of the Sites, (iii) amend, modify, enforce or waive any terms of any
Collocation Agreements or enter into new site supplements or site subleases
applicable to Pre-Lease Sites or (iv) enter into any collocation agreements,
site supplements or site subleases out for signature on the date hereof or
partially executed on the date hereof applicable to Master Lease Sites and
Pre-Lease Sites. Lessor shall, from time to time and upon reasonable request
from Lessee, execute documentation reasonably necessary to confirm Lessee's
rights hereunder to a counterparty under a Collocation Agreement, within ten
(10) Business Days of receipt of a request therefor by Lessee, provided, that
Lessor and each Sprint Additional Party will not be required to obtain any new
board resolutions from any Person that is a corporation or similar resolutions
or approvals from any Person that is a


                                       22



limited liability company, partnership or trust. Lessee will, and does hereby
agree to, indemnify, defend and hold the Sprint Indemnitees harmless from,
against and in respect of any and all Claims paid, suffered, incurred or
sustained by any Sprint Indemnitee and in any manner arising out of, by reason
of, or in connection with all deeds and activities performed by Lessee pursuant
to and under the authority granted by the power of attorney granted in this
Section 4(b) (including, without limitation, a violation failure to comply with
the foregoing requirements and limitations), provided, however, that such
indemnity shall not be for amounts payable under a Ground Lease after the Site
Expiration Outside Date, unless Lessee exercises its rights under Section 36
with respect to a Site or the terms and provisions of such Ground Lease that
extends beyond the Site Expiration Outside Date are not commercially reasonable.
Except as expressly provided in this Agreement, no amendment, renewal, extension
or other change to any Ground Lease desired by Lessee during the Term pursuant
to this Section 4 will be effected without the prior consent of Lessor, such
consent not to be unreasonably withheld, conditioned or delayed. Lessor or the
Sprint Additional Parties, as applicable, shall respond to any written request
that they execute or consent to the execution of a Ground Lease amendment within
ten (10) Business Days of written notice thereof, with a failure to respond
being deemed a consent to the execution of such Ground Lease amendment by
Lessee.

     (c) With respect to any negotiations with a Ground Lessor of the terms of a
renewal or extension of a Ground Lease (other than a renewal or extension
pursuant to an option contained in such Ground Lease which Lessor is obligated
to exercise pursuant to Section 4(a)), Lessee will, at Lessee's sole cost and
expense, use commercially reasonable efforts to negotiate and obtain an
extension or renewal of all Ground Leases of the Leased Sites and Other Interest
Sites on behalf of and for the benefit of Lessor, and Lessor, if requested by
Lessee, will make commercially reasonable efforts to assist Lessee in obtaining
such extension or renewal; provided, however, that such renewal or extension
does not impose any liability or obligation on Lessor, Sprint Collocator or any
of their respective Affiliates during the Term as to the applicable Site for
which Lessee is not responsible (or subsequently agrees to be responsible) under
the terms of this Agreement. If, at the conclusion of any such negotiations by
Lessee (a "LESSEE NEGOTIATED RENEWAL"), Lessee has obtained a proposal from the
applicable Ground Lessor for the renewal or extension of such Ground Lease that
provides for Renewal Ground Rent under such renewal or extension that does not
exceed one hundred sixty percent (160%) of the Expiring Ground Rent, does not
increase any revenue sharing thereunder and does not impose any other conditions
or responsibilities on the Lessee thereunder materially more onerous than in
such Ground Lease prior to the renewal thereof for such Site, Lessee agrees that
Lessee will be required to accept such proposal and use commercially reasonable
efforts to cause such renewal or extension to be entered into (subject to Sprint
Collocator not being in default hereunder at such Site beyond applicable notice
and cure periods provided herein); provided, however, that in such event the
Sprint Collocation Charge payable by Sprint Collocator under this Agreement for
the Sprint Collocation Space at the Site that is subject to such renewal or
extension will increase during the entire period of such renewal or extension
(and any subsequent renewals or extensions thereof exercised prior to the
applicable Withdrawal Date) by the amount of the Shared Ground Rent Increase
Payment. If the proposed Lessee Negotiated Renewal provides for Renewal Ground
Rent that exceeds one hundred sixty percent (160%) of the Expiring Ground Rent
or otherwise increases any revenue sharing thereunder or otherwise imposes any
other conditions materially more onerous than those contained in such Ground
Lease prior to the renewal thereof for such Site, and Lessee does not desire to
accept Renewal


                                       23



Ground Rent, Lessee shall so notify Lessor in writing of the Renewal Ground Rent
provided for in such Lessee Negotiated Renewal, and Lessor shall have right
(exercisable by written notice from Lessor to Lessee within thirty (30) days
after receipt of such notice from Lessee to Lessor) to either (i) require Lessee
to accept such proposal and use commercially reasonable efforts to cause such
Lessee Negotiated Renewal to be entered into (but only at a Renewal Ground Rent
not exceeding the amount of the Renewal Ground Rent contained in the proposed
Lessee Negotiated Renewal of which Lessor was so notified) or (ii) attempt to
negotiate the Renewal Ground Rent for the period of such renewal or extension
directly with the applicable Ground Lessor; provided, however, that in either of
such events, if any renewal or extension is thereafter entered into, the Sprint
Collocation Charge payable by Sprint Collocator under this Agreement for the
Sprint Collocation Space at the Site that is subject to such renewal or
extension will increase during the entire period of such renewal or extension
(and any subsequent renewals or extensions thereof exercised prior to the
applicable Withdrawal Date) by the amount of the Shared Ground Rent Increase
Payment. Lessee at any time may enter into any renewal or extension of a Ground
Lease on any commercially reasonable terms as it may elect. To the extent that
Lessee or any Affiliate of Lessee succeeds to the interest of any Ground Lessor
in and to the Ground Lease located at any Site, upon the expiration of the term
of such Ground Lease (and any renewal options contained therein), the term of
such Ground Lease shall thereafter be automatically renewed for additional five
(5) year terms on the same terms and conditions as the immediately preceding
renewal or extension term of the Ground Lease, provided, however, that the
Ground Rent thereunder shall be increased by an amount equal to the product of
(x) the Ground Rent in the term then expiring and (y) a fraction (but not less
than one), the numerator of which is the aggregate base Ground Rent payable
during the final term of said Ground Lease (prior to renewal in accordance with
this sentence) and the denominator of which is the aggregate base Ground Rent
payable during the term immediately preceding the final term of said Ground
Lease (prior to renewal in accordance with this sentence), assuming such terms
are of equivalent length (or, if not of equivalent length, then the period over
which the base Ground Rent for the expiring Ground Lease shall be calculated
shall match the length of the renewal or extension, as applicable), or if such
Ground Lease had only one term thereto, then the base Ground Rent shall increase
during each year of the renewal or extension at the periodic escalations, if
any, provided for in the immediately previous five (5) years of the term of such
Ground Lease.

     (d) Commencing from and after January 1, 2007, if on the date that is six
(6) months prior to the expiration of any Ground Lease, such Ground Lease has
not been renewed or extended, Lessee will so notify Lessor in writing, and
Lessor, at its option, may attempt to negotiate such renewal or extension and if
Lessee has not previously used commercially reasonable efforts pursuant to
Section 4(c) to obtain such renewal or extension, Lessee will reimburse Lessor
for its reasonable out of pocket expenses relating to such negotiation;
provided, however, that Lessor will not in connection with such renewal or
extension, without the approval of Lessee, agree to any revenue sharing in
excess of existing revenue sharing arrangements. If Lessor completes the
foregoing negotiations for, and executes and delivers, such renewal or extension
(a "LESSOR NEGOTIATED RENEWAL"), the Term as to such Site shall continue in full
force and effect; provided, however, that the Sprint Collocation Charge payable
by Sprint Collocator under this Agreement for the Sprint Collocation Space at
the Site that is subject to the Lessor Negotiated Renewal will increase during
the entire period of such Lessor Negotiated Renewal (and any subsequent renewals
or extensions thereof) by the amount of the Shared Ground Rent


                                       24



Increase Payment. Notwithstanding anything in this Agreement to the contrary,
however, in the event of an increase in the Sprint Collocation Charge as a
result of the payment by Sprint Collocator of any Shared Ground Rent Increase
Payment under this Agreement, no portion of the Sprint Collocation Charge
attributable to any Shared Ground Rent Increase Payment shall be subject to the
annual increase in the Sprint Collocation Charge provided for in Section 11(b)
(except that Sprint Collocator will be obligated to pay as a part of the Sprint
Collocation Charge any periodic increases in the Shared Ground Rent Increase
Payment based on increased rent, fees and other charges provided for in the
applicable Ground Lease during the period of the applicable renewal or
extension). The foregoing sentence shall not limit the annual increase in the
portions of the Sprint Collocation Charge other than the Shared Ground Rent
Increase Payment as provided in Section 11(b). If Lessor or Lessee is not able
to renew or extend any Ground Lease in accordance with Section 4(c) and this
Section 4(d), then the Parties will permit such Ground Lease to expire on the
applicable expiration date, in which event this Agreement will have no further
force and effect as to the Leased Site or Other Interest Site, as applicable, to
which such Ground Lease applies except for such obligations accruing prior to or
as of such expiration date that are then unperformed.

     (e) Notwithstanding anything in this Agreement to the contrary, with
respect to any Lessee Negotiated Renewal or Lessor Negotiated Renewal with
respect to a Site pursuant to which Sprint Collocator is obligated to pay any
Shared Ground Rent Increase Payment in accordance with the provisions of Section
4(c) or 4(d), Sprint Collocator agrees that (i) if such Lessee Negotiated
Renewal or Lessor Negotiated Renewal provides for Renewal Ground Rent that
exceeds one hundred sixty percent (160%) of the Expiring Ground Rent and Sprint
Collocator exercises its Withdrawal Right with respect to such Site so that the
Withdrawal Date for such Site would occur during the term of such Lessee
Negotiated Renewal or Lessor Negotiated Renewal, the Withdrawal Date for such
Site shall be automatically extended to, and shall be, the expiration date of
the then current term of such Lessee Negotiated Renewal or Lessor Negotiated
Renewal, (or if such Ground Lease has been extended prior to such exercise of
the Withdrawal Right, the Withdrawal Date shall be automatically extended until
the expiration of the next applicable Ground Lease term) and (ii) if such Lessee
Negotiated Renewal or Lessor Negotiated Renewal provides for Renewal Ground Rent
exceeding one hundred thirty percent (130%), but equal to or less than one
hundred sixty percent (160%), of the Expiring Ground Rent for such Site, and
Sprint Collocator exercises its Withdrawal Right with respect to such Site so
that the Withdrawal Date for such Site would occur during the term of such
Lessee Negotiated Renewal or Lessor Negotiated Renewal Sprint Collocator shall
continue to pay to Lessee the portion of the Sprint Collocation Charge
attributable to the Shared Ground Rent Increase Payment for such Site (but no
other portion of the Sprint Collocation Charge) in accordance with the
provisions of this Agreement until the earlier of (y) the expiration of the then
current term of such Lessee Negotiated Renewal or Lessor Negotiated Renewal (or
if such Ground Lease has been extended prior to such exercise of the Withdrawal
Right, the Withdrawal Date shall be automatically extended until the expiration
of the next applicable Ground Lease term) or (z) the fifth (5th) anniversary of
the commencement of the then current term of such Lessee Negotiated Renewal or
Lessor Negotiated Renewal (or if such Ground Lease has been extended prior to
such exercise of the Withdrawal Right, the Withdrawal Date shall be
automatically extended until the expiration of the next applicable Ground Lease
term). Notwithstanding the foregoing provisions of this Section 4(e), the
obligations of Sprint Collocator in clause (ii) of the immediately preceding
sentence of this Section 4(e) shall not


                                       25



apply with respect to any Lessor Negotiated Renewal (without in any manner
otherwise affecting the obligations of Sprint Collocator under clause (i) of the
immediately preceding sentence) if Lessee did not use commercially reasonable
efforts pursuant to Section 4(c) to obtain a renewal or extension of the Ground
Lease that was renewed or extended pursuant to such Lessor Negotiated Renewal.
Lessee's commercially reasonable efforts shall mean providing Sprint Collocator
evidence, which may be a certification as to item (x), that it either (x)
engaged in active negotiations with the applicable Ground Lessor or (y) sent
regular correspondence to the applicable Ground Lessor with respect to renewing
such Ground Lease, in either case, at least six (6) months prior to the
expiration of such Ground Lease. Any dispute under this Section 4 shall be
subject to arbitration in accordance with the procedures set forth in Section
31(h). If a Withdrawal Right is exercised with respect to a Site that is the
subject of Lessor Negotiated Renewal or a Lessee Negotiated Renewal, Lessee
shall have no obligation to exercise any further extension options under the
Ground Lease applicable to such Site.

     (f) Upon receipt by Lessor or any other Sprint Group Member of any notice
of default or notice of an act or omission which could with the passing of time
and/or the giving of notice constitute an event of default under a Ground Lease
or non-compliance with a term of a Ground Lease (the "DEFAULT NOTICE"), Lessor
will, within five (5) Business Days after receipt of the Default Notice or such
shorter time as is reasonably necessary to avoid a termination of such Ground
Lease, provide Lessee with a copy of the Default Notice. If such default or
non-compliance with a term of a Ground Lease is caused by Lessee or any Tower
Subtenant, Lessee will, and will cause the applicable Tower Subtenant to, cure
or otherwise remedy such default or noncompliance. If such default or
non-compliance is caused by Sprint Collocator, or any other Sprint Group Member,
Lessor or Sprint Collocator will cause such default or non-compliance to be
cured or otherwise remedied at its sole cost and expense. Lessor and each Sprint
Additional Party hereby agree that if because of the failure of Lessor, any
Sprint Additional Party or any other Sprint Group Member to perform of any of
its duties, obligations, liabilities or responsibilities under any Ground Lease
that results in a default under and termination of a Ground Lease (unless such
duty, obligation, liability or responsibility is assumed by Lessee hereunder),
Sprint Collocator shall pay to Lessee an amount equal to the Unamortized Rent as
of the date of termination of the Ground Lease for the affected Site; provided,
however, that such payment shall be and constitute liquidated damages (and not
as a penalty) to Lessee hereunder on account of such failure, it being agreed
between the Parties that the actual damages to Lessee in such event are
impractical to ascertain and the amount of the Unamortized Rent is a reasonable
estimate thereof, and Lessee hereby expressly waives and relinquishes any and
all other remedies at law or in equity.

     SECTION 5. COLLOCATION AGREEMENTS.

     (a) Without limiting the generality of Section 4, Lessee expressly
acknowledges that, as to each Site, this Agreement is subject to all Collocation
Agreements currently in effect with respect to such Site as are set forth in the
Agreement to Lease and Sublease. In respect of each Master Lease Site, by
execution of this Agreement as to the Initial Master Lease Sites and thereafter
as of the Conversion Closing Date for each additional Master Lease Site, Lessor
does transfer, assign and convey over unto Lessee, for the Term as to such
Master Lease Site, all of its rights, title and interest in, to or under any
Collocation Agreements affecting such Master Lease Site and shall execute
documentation reasonably necessary to confirm same to a counterparty


                                       26



under a Collocation Agreement, within ten (10) Business Days of receipt of a
request therefor by Lessee, provided, that Lessor and each Sprint Additional
Party will not be required to obtain any new board resolutions from any Person
that is a corporation or similar resolutions or approvals from any Person that
is a limited liability company, partnership or trust. In respect of each
Pre-Lease Site, Lessor and each Sprint Additional Party does hereby (on its
behalf and on behalf of any Affiliate thereof that is a party thereto) delegate
all of its respective rights, duties, obligations and responsibilities under the
Collocation Agreements to Lessee for the Term as to such Site for periods
occurring from and after the Effective Date and shall execute documentation
reasonably necessary to confirm same to a counterparty under a Collocation
Agreement, within ten (10) Business Days of receipt of a request therefor by
Lessee, provided, that Lessor and each Sprint Additional Party will not be
required to obtain any new board resolutions from any Person that is a
corporation or similar resolutions or approvals from any Person that is a
limited liability company, partnership or trust. Lessee does hereby assume and
agree to pay and perform all of the duties, obligations, liabilities and
responsibilities of Lessor and all Sprint Additional Parties under the
Collocation Agreements affecting each Site arising from and after the Effective
Date, and Lessee will receive all rents payable under such Collocation Agreement
for periods occurring from and after the Effective Date. Lessor, each Sprint
Additional Party and Lessee acknowledge and agree that in connection with the
transactions described in this Section 5(a), certain of the Collocation
Agreements may be required to be bifurcated as provided in Section 6.11 of the
Agreement to Lease and Sublease and shall be subject to further bifurcation as
provided in Section 41(f).

     (b) Lessee will, and does hereby agree to, indemnify, defend and hold the
Sprint Indemnitees harmless from, against and in respect of any and all Claims,
paid, suffered, incurred or sustained by any Sprint Indemnitee and in any manner
arising out of, by reason of, or in connection with any failure of the duties,
obligations, liabilities and responsibilities of Lessor or the Sprint Additional
Parties under any of the Collocation Agreements (solely in their role as
"landlord" thereunder and not with respect to the use and operation of the
Sprint Collocation Space or otherwise as the subtenant of a Site) affecting each
Site and arising from and after the Effective Date, to be fully and completely
performed pursuant to the Collocation Agreements; provided, however, that the
foregoing indemnification shall not be deemed to abrogate or impair the
operation or effect of any representations or warranties of the Sprint
Additional Party made with respect to the Collocation Agreements in the
Agreement to Lease and Sublease or be applicable to a matter that constitutes an
Excluded Liability under, and as defined in, the Agreement to Lease and
Sublease.

     (c) Sprint Collocator hereby agrees to indemnify, defend and hold the
Lessee Indemnitees harmless from, against and in respect of any and all Claims,
paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner
arising out of, by reason of, or in connection with any failure of the duties,
obligations, liabilities and responsibilities of Lessor or any Sprint Additional
Party or any other Sprint Group Member under any of the Collocation Agreements
affecting each Site and arising (i) prior to the date hereof, to be fully and
completely performed pursuant to the Collocation Agreements, (ii) during the
Term of this Agreement and is related to an action or failure to act by the
Sprint Additional Parties or any of their respective Affiliates required under
this Agreement, or (iii) following the expiration of the Term as to any Site to
which any such Collocation Agreement applies from and after the date that any
such


                                       27



Collocation Agreement is reassigned or deemed reassigned to Lessor or its
designee as provided in Section 5(d).

     (d) Unless Lessee exercises the purchase option with respect to a Site
under Section 36 of this Agreement, the assignment by Lessor to Lessee of the
Collocation Agreements in respect of each Site will automatically terminate and
expire and such Collocation Agreements will automatically be (or be deemed)
reassigned or assigned, as the case may be, to Lessor or its designee, and
Lessor or its designee will accept such reassignment or assignment, as the case
may be, upon the expiration of the Term of, or earlier termination of, this
Agreement in respect of such Site.

     SECTION 6. SPRINT COLLOCATION SPACE.

     (a) Lessor, Sprint Collocator and Lessee expressly acknowledge that, at all
times during the Term as to each Master Lease Site, the Sprint Collocation Space
of each Master Lease Site will be deemed to be leased, subleased or otherwise
made available by Lessor to Lessee, and subleased back or otherwise made
available to Sprint Collocator, pursuant to this Agreement, and the Sprint
Collocation Space at each Pre-Lease Site will be deemed reserved for or
otherwise be made available to Sprint Collocator pursuant to this Agreement, in
each case for the exclusive possession and use by Sprint Collocator and its
Affiliates and permitted transferees, whether or not such Sprint Collocation
Space is now or hereafter occupied. As a part of the Sprint Collocation Space of
each Site, Lessee also grants to Sprint Collocator as to each Master Lease Site,
and Sprint Collocator reserves and shall at times retain (for the benefit of
Sprint Collocator or any of its Affiliates and except to the extent limited by
any restrictions contained in any applicable Ground Lease, the Permitted
Encumbrances or by Law): (i) a non-exclusive right and easement (over the
surface of the Site), but subject to the terms of this Agreement, the Ground
Leases, the rights of Tower Subtenants, any other agreements affecting the Site
existing prior to the Effective Date (not entered into by Lessee or its
Affiliates) and such commercially reasonable rules and regulations as Lessee may
from time to time propagate (such rules and regulations to be applied uniformly
by Lessee between Sprint Collocator and Tower Subtenants) and applicable Laws,
for ingress to and egress from the entire Site, and access to the entire Tower
and all Improvements to such Site and Tower, at such times (on a 24-hour, seven
(7) day per week basis unless otherwise limited by the Ground Lease), to such
extent, and in such means and manners (on foot or by motor vehicle, including
trucks and other heavy equipment), as Sprint Collocator deems reasonably
necessary in connection with its full use and enjoyment of the Sprint
Collocation Space, including, without limitation, a right to construct, install,
use, operate, maintain, repair and replace its Communications Equipment on the
applicable Sprint Collocation Space; and (ii) the right, exercisable only during
periods during which Sprint Collocator is actively performing work at a Site
(and subject to the terms of the applicable Ground Lease and applicable Laws),
to use any unoccupied portion of the ground space at the applicable Site for
purposes of temporary location and storage (but only during the period of the
performance of such work at such Site) of any of its Communications Equipment
and for performing any repairs or replacements (provided that such use and
occupancy of any unoccupied portion of a Site will not materially adversely
affect the use and occupancy by, or interfere with the operations of, a Tower
Subtenant or Lessee of the Site, and, provided further that Sprint Collocator
will be required to remove any of its stored Communications Equipment on any
unoccupied portion of the Site upon fifteen (15) days prior written notice from
Lessee if


                                       28



such unoccupied portion of the Site is under sublease or other occupancy
arrangement with a Tower Subtenant that is prepared to take occupancy of such
portion of the Site or is otherwise required for use by Lessee for work or
storage at such Site); and (iii) a non-exclusive right and easement for the use,
operation, maintenance, repair and replacement of all utility lines, Equipment
and appurtenances now existing and located on the Site and providing electrical
and any other utility service to Sprint's Communications Facility on the Site,
which right and easement includes the right of Sprint Collocator and its agents,
employees and contractors to enter upon the Site to repair, maintain and replace
such utility facilities.

     (b) Notwithstanding the foregoing provisions of this Section 6, except in
the event of an Emergency, Sprint Collocator shall give Lessee at least ten (10)
days prior written notice of its intention to undertake any activity that
involves having Sprint Collocator or its contractors, subcontractors, engineers,
agents, advisors, consultants, representatives, or other Persons authorized by
Sprint Collocator to (i) climb the Tower at any Site (and in the event of an
Emergency Sprint Collocator will provide such notice of having climbed the Tower
promptly after performed such act), (ii) perform construction or maintenance
activities that might reasonably be expected to temporarily or permanently
affect access or use of a Site or (iii) involves the use of heavy equipment. No
representation is made by Lessee with respect to whether any Sites are
accessible by trucks or other heavy equipment or are currently capable of being
utilized by same, and Lessee shall have no obligation to Sprint Collocator to
build access roads that are accessible by trucks or other heavy equipment or to
prepare the Site to be utilized by same; provided, however, that Lessor will be
required to maintain in such order and repair as would be required under
industry standards such access roads existing as of the Effective Date and
agrees not to take any action (except as required by Law, a Governmental
Authority, the applicable Ground Lease existing prior to the Effective Date, any
Collocation Agreement existing prior to the Effective Date or other agreement
affecting the Site existing prior to the Effective Date (and not entered into by
Lessee or its Affiliates)) that would materially diminish or impair any means of
access to any Site existing as of the Effective Date. The Sprint Collocation
Space at each Site, on the Land constituting a portion of such Site, shall
include an additional unobstructed buffer area three (3) feet in width along and
around the perimeter of all portions of Sprint's Improvements located on such
Land (collectively, the "SPRINT BUFFER ZONE"); provided, however, that Sprint
Collocator acknowledges and agrees that (i) with respect Sprint's Improvements
located on the Land at any Site on the Effective Date, the Sprint Buffer Zone is
hereby established only to the extent it exists on any Site as of the Effective
Date, (ii) with respect to the portions of Sprint's Improvements consisting of
cable runs, the Sprint Buffer Zone need not necessarily include an area three
(3) feet in width around the perimeter thereof so long as Sprint Collocator has
reasonable access to such portions of Sprint's Improvements for the purposes of
maintenance, repair and replacement thereof. If the Sprint Buffer Zone (coupled
with applicable zoning, setback or other Laws or terms in the applicable Ground
Lease or agreements with other Tower Subtenants) effectively limits Lessee's
ability to lease, license or otherwise allow space at a Site to be used by a
prospective Tower Subtenant in a commercially reasonable manner, then the Lessee
may, by written notice to Sprint Collocator, request Sprint Collocator to reduce
the size of the Sprint Buffer Zone to accommodate the reasonable requirements of
such prospective Tower Subtenant. Each such request shall be accompanied by
reasonable information that will enable Sprint Collocator to determine the
nature and location of the requested reduction and the extent of the proposed
encroachment into the Sprint Buffer Zone, and Sprint Collocator agrees to not
unreasonably withhold, condition or delay its consent to any


                                       29



such request. If Sprint Collocator consents to such a reduction in the Sprint
Buffer Zone, then such reduction shall be effective only during the period
during which the permitted encroachment into the Sprint Buffer Zone exists, and
at such time as the Improvements or Equipment at the applicable Site that
encroach upon the Sprint Buffer Zone and are the subject of the permitted
reduction are permanently removed, the Sprint Buffer Zone shall be reinstated to
the extent it existed prior to the time of the permitted reduction. In addition,
if at any time Sprint Collocator has ceased use of any portion of the Sprint
Collocation Space on the Tower that contained Communications Equipment located
outside the Sprint Tower Envelope on the Effective Date, then Lessee may, by
written notice to Sprint Collocator, request Sprint Collocator to permit Lessee
to use such unused portion of the Sprint Collocation Space to accommodate the
reasonable requirements of such prospective Tower Subtenant, and Sprint
Collocator agrees to not unreasonably withhold, condition or delay its consent
to any such request.

     (c) Notwithstanding anything in this Agreement to the contrary, (i) Lessor,
Lessee and Sprint acknowledge and agree that certain Sites as identified on
Exhibit A, are either being leased, subleased or otherwise made available by
Lessor to Lessee or being operated by Lessee pursuant to this Agreement but are
not subject to the sublease to or reservation by Sprint Collocator of any Sprint
Collocation Space (such Sites, along with any Site where Sprint Collocator
exercises its Withdrawal Rights from and after the Withdrawal Date for such
Site, the "NON-COLLOCATION SITES"), and the duties and obligations of Sprint
Collocator in this Agreement regarding Sprint Collocation Space shall not be
applicable to the Non-Collocation Sites and (ii) Lessee shall have no duties to
Lessor or Sprint with respect to such Non-Collocation Sites pursuant to Sections
6 and 25. On the Effective Date, the number of Sites either subleased back or
otherwise made available to Sprint Collocator is 3,373.

     (d) Sprint Collocator will, at all times during the Term as to any Site, at
Sprint Collocator's sole cost and expense, keep and maintain Sprint's
Communications Equipment and Sprint's Improvements in a structurally safe and
sound condition and in working order.

     (e) Without limiting any of Lessee's rights or obligations under this
Agreement, Lessee acknowledges and agrees that Lessee will not engage, nor will
it permit any Tower Subtenant to engage, in any conduct or activity that might
reasonably be expected to interfere (excluding electrical interference which
will be governed by Section 15) with Sprint Collocator's peaceful and quiet
enjoyment of the Sprint Collocation Space or the use and operation of Sprint
Collocator of Sprint's Communications Equipment at such Site. Notwithstanding
anything to the contrary herein, in no event shall Lessee be required to enforce
any rights against or resolve any disputes with a Tower Subtenant who at the
time of such enforcement action or dispute is an Affiliate of Sprint.

     (f) Without limiting the rights or obligations of Sprint Collocator under
this Agreement, Sprint Collocator acknowledges and agrees that it will not
engage, nor permit its Affiliates to engage, in any conduct or activity that
might reasonably be expected to interfere (excluding electrical interference
which will be governed by Section 15) with Lessee's or any Tower Subtenant's
peaceful and quiet enjoyment of its space on any Tower or the use and operation
of Communications Equipment by any Tower Subtenant.


                                       30



     (g) Sprint Collocator agrees to indemnify and hold the Lessee Indemnitees
harmless from and against and in respect of any and all Claims, paid, suffered,
incurred or sustained by any Lessee Indemnitee and in any manner arising out of,
by reason of, or in connection with the activities of Sprint Collocator or any
of its Affiliates in connection with any work at any applicable Site performed
at by or at the direction of Sprint Collocator or its Affiliates (but not
including any work at any Site that Lessee is required to perform pursuant to
this Agreement). Sprint Collocator shall restore any property damage to any Site
or appurtenant property or any access roads thereto in connection with any such
work caused by motor vehicles, trucks or heavy equipment of Sprint Collocator,
any of its employees, agents, contractors or designees. If such restoration work
is not performed by Sprint Collocator within fifteen (15) days after written
notice from Lessee (or if not capable of being performed within such fifteen
(15) day period, then within a reasonable period of time provided that Sprint
Collocator is actively and diligently pursuing completion of such restoration
work), Lessee may, but shall not be obligated to perform such work on behalf of
an for the account of Sprint Collocator, and Sprint Collocator shall reimburse
Lessee for the costs of such restoration work within fifteen (15) days after
demand thereof, together with reasonable evidence of the incurrence of such
costs.

     (h) Lessee agrees to and does hereby waive and relinquish any lien of any
kind and any and all rights, including levy, execution and sale for unpaid
rents, that Lessee may have or obtain on or with respect to any of Sprint's
Communications Equipment.

     SECTION 7. PERMITTED USE.

     (a) Lessee will use, and will permit the use of, the Leased Property at
each Site only for the Permitted Use.

     (b) Lessee will not use, or permit to be used, any Site, or any portion of
such Site, by Lessee, any Person or the public in such manner as might
reasonably be expected to impair Lessor's title to, or interest or rights in,
such Site, or any portion of such Site, or in such manner as might reasonably
make possible a Claim or Claims of adverse usage or adverse possession by the
public, as such, or any Person, or of implied dedication of any of the Leased
Property of such Site (provided there is no obligation to monitor or control use
of the Site by Sprint Collocator or its Affiliates). Nothing contained in this
Agreement and no action or inaction by Lessor, Sprint Collocator or any of their
respective Affiliates will be deemed or construed to mean that Lessor or Sprint
Collocator has granted to Lessee any right, power or permission to do any act or
make any agreement that may create, or give rise to or be the foundation for any
such right, title, interest, lien, charge or other encumbrance upon the estate
of Lessor in any Site.

     (c) Sprint Collocator will use the Sprint Collocation Space at each Site
only for installation, use, operation, repair and replacement of Sprint's
Communications Facility. Sprint Collocator will not use the Sprint Collocation
Space at any Site in such manner as might reasonably be expected to impair
Lessee's rights or interest in such Site or in such manner as might reasonably
make possible a Claim or Claims of adverse usage or adverse possession by the
public, as such, or any other Person (other than Sprint Collocator or any of its
Affiliates), or of implied dedication of such Sprint Collocation Space. Except
as specifically permitted hereunder, Sprint Collocator and its Affiliates shall
have no right to use or occupy any space at any Site


                                       31



other than the Sprint Collocation Space that it occupies from time to time in
accordance with the terms of this Agreement.

     SECTION 8. ACCESS.

     Except to the extent limited by any restrictions contained in any
applicable Ground Lease, the Permitted Encumbrances, this Agreement or by Law,
the interest or rights of Lessee in or to each Site under this Agreement
includes, as an appurtenance thereto, a non-exclusive right for access to the
Leased Property of each Site on a 24-hour, seven (7) day per week basis, on foot
or motor vehicle, including trucks and other heavy equipment, for the
installation and maintenance of the Tower and Improvements of such Site and the
Communications Facilities of Tower Subtenants. The Parties acknowledge and agree
that the right to access to any portion of the Leased Property of each Site
granted pursuant to this Section 8 will be granted to Lessee and its authorized
contractors, subcontractors, engineers, agents, advisors, consultants,
representatives, or other persons authorized by Lessee and, under Lessee's
direct supervision, and to Tower Subtenants, subject to any restrictions
contained in the applicable Ground Lease, the Permitted Encumbrances, this
Agreement or by Law.

     SECTION 9. TERM.

     (a) The term of this Agreement, as to each Master Lease Site, will commence
on the Effective Date with respect to the Initial Master Lease Sites and
Conversion Closing Date (as acknowledged and confirmed in the applicable Site
Designation Supplement) with respect to all other Master Lease Sites and will
expire on the Site Expiration Date for such Site. The term of this Agreement, as
to each Pre-Lease Site, will commence on the Effective Date and will expire on
the Site Expiration Date for such Site; provided; however, that the term of this
Agreement as to any Pre-Lease Site shall automatically expire as a result of a
Conversion Closing under the provisions of the Agreement to Lease and Sublease,
in which event the Pre-Lease Site will automatically be converted to and become
a Master Lease Site hereunder as of the Conversion Closing Date for such Site,
and no further instrument will be required to evidence such conversion;
provided, however, that upon the request of any Party, the Parties will promptly
execute such instruments as may be reasonably required to further evidence such
conversion. This Agreement will remain in full force and effect until the
expiration or earlier termination of the term of this Agreement as to all Sites.

     (b) No surrender by Lessee to Lessor of the Leased Property of any Master
Lease Site or any portion of such Site, prior to the expiration of the Term as
to such Master Lease Site will be valid or effective unless agreed to and
accepted in writing by Lessor, and no act by Lessor, other than such a written
acceptance, will constitute an acceptance of any such surrender.

     (c) Upon expiration or earlier termination of the Term as to any Master
Lease Site or as to any Pre-Lease Site prior to any Conversion Closing for such
Pre-Lease Site, Lessee, if requested by Lessor, will, at its cost and expense
and in accordance with instructions of Lessor, within a reasonable period of
time, but in no event less than thirty (30) days or such shorter period of time
as may be required under any applicable Ground Lease, (i) cause the Tower
Subtenants on such Site to stop and cease the operation of their respective
Communications Facilities on such Site (but only to the extent that any such
Tower Subtenant, in Lessee's


                                       32



reasonable judgment, does not occupy such Site pursuant to a commercially
reasonable Collocation Agreement) and (ii) to the extent permitted by the
applicable Ground Lease, remove all of Lessee's Severable Alterations from such
Site and restore each Site substantially to the condition it was in on the
Effective Date, subject to the addition of any permitted Non-Severable
Alterations; provided, however, that upon expiration or earlier termination of
the Term as to any Site upon the expiration or termination of any Ground Lease,
if required by the applicable Ground Lease, Lessee will remove the Tower and any
Improvements (whether or not constituting Severable Alterations) from such Site
and otherwise restore such Site to the condition required under the applicable
Ground Lease. The Tower and any Improvements so removed (to the extent not
constituting Severable Alterations of Lessee) will either be (i) delivered by
Lessee to any Person designated by Lessor for disposition by Lessor or its
designee, who shall pay to Lessee its cost of removal thereof, up to the net
sales proceeds such Person receives from the dispositions thereof, or (ii) sold
or otherwise disposed of by Lessee for not less than their salvage value, and
the net proceeds of such sale or other disposition after deducting Lessee's cost
of removal thereof will be paid to Lessor when and as received by Lessee. Any
Severable Alterations not removed by Lessee within such 30-day period will, at
Lessor's option, be deemed abandoned by Lessee and title to such Severable
Alterations will automatically, without further action, vest in Lessor. Except
as set forth in Section 41, in the event of the expiration of the Term as to any
Site prior to the Site Expiration Outside Date, and without limiting any of
Lessee's other rights or remedies hereunder, Lessee will have no right or claim
to any refund or credit of any portion of the prepaid Rent for such Site. Each
Site shall be delivered by Lessee to Lessor at the end of the Term as to such
Site in the condition required by this Agreement and shall otherwise be
delivered to Lessor in good condition, repair and order, reasonable wear and
tear and casualty and condemnation which Lessee is not required to repair
excepted, but without any implied warranties.

     (d) Upon expiration or earlier termination of the Term as to any Master
Lease Site or any Pre-Lease Site (other than as a result of the conversion of
such Pre-Lease Site to a Master Lease Site hereunder), Lessee, if requested by
Lessor, will deliver or cause to be delivered to Lessor (i) copies of all
written (and effective) Ground Leases, Collocation Agreements and material
Governmental Approvals solely related to such Site or, to the extent not solely
related, appropriate extracts thereof, and (ii) copies of, or extracts from, all
current files and records of Lessee solely related to the ownership, occupancy
or leasing of such Site or, to the extent not so solely related, appropriate
extracts thereof; provided, that Lessee will not be required to deliver to
Lessor any privileged document and Lessee, in its sole discretion, may deliver
such documents in electronic form.

     (e) Unless and until Lessee has exercised its purchase option under Section
36, Lessor will maintain or replace all Tower Removal Bonds as are in existence
as of the Effective Date with respect to the Sites (and provide Lessee copies of
same), unless any such Tower Removal Bond is no longer required with respect to
a Site. Lessee will, and does hereby agree to, indemnify, defend and hold the
Sprint Indemnitees harmless from, against and in respect of any and all Claims
paid, suffered, incurred or sustained by any Sprint Indemnitee and in any manner
arising out of, by reason of or in connection with the failure of Lessee to
comply with the conditions of the Tower Removal Bonds or any claim made by an
obligee on, or any payment made to, such obligee under any Tower Bond.


                                       33



     SECTION 10. WITHDRAWAL.

     (a) Sprint Collocator at each Site will have Withdrawal Rights, which will
be exercisable in respect of any Site only if the applicable Withdrawal Date is
(i) on the tenth (10th) anniversary of the Effective Date (the "TEN YEAR
WITHDRAWAL DATE"), (ii) on the last day of each successive five (5) year period
thereafter or (iii) at any time after the Ten Year Withdrawal Date if there is
an occurrence of a Withdrawal Cause. To exercise any such Withdrawal Rights with
respect to any Site, Sprint Collocator will give Lessee written notice of such
exercise (the "WITHDRAWAL NOTICE"), as applicable (A) not less than one (1) year
prior to the Ten Year Withdrawal Date, (B) one hundred eighty (180) days prior
to any applicable Withdrawal Date pertaining to any five (5) year period
following the Ten Year Withdrawal Date, and (C) ninety (90) days prior to any
Withdrawal Date occurring as a result of the occurrence of Withdrawal Cause. If
Sprint Collocator exercises the Withdrawal Rights as to any Site, Sprint
Collocator will not be required to pay the Sprint Collocation Charge with
respect to such Site for the period occurring after the Withdrawal Date
specified in the applicable Withdrawal Notice. Not later than the Withdrawal
Date of any Site, Sprint Collocator will vacate the Sprint Collocation Space of
such Site and remove, at Sprint Collocator's cost and expense, all of Sprint's
Communications Equipment at such Site (and otherwise leave the vacant Sprint
Collocation Space in good condition, repair and order (reasonable wear and tear
and loss by casualty and condemnation excepted) and shall remove all of Sprint's
Communications Equipment therefrom and restore any damage thereto caused by,
through or under any Sprint Group Member), if such Sprint Collocation Space is
occupied, whereupon Sprint Collocator's right to occupy and use the Sprint
Collocation Space of such Site pursuant to this Agreement will be terminated. At
the request of either Sprint Collocator or Lessee, the appropriate Parties will
enter into documentation, in form and substance reasonably satisfactory to such
Parties, evidencing any withdrawal effected pursuant to this Agreement.

     (b) In addition to, and not in limitation of any right of Sprint Collocator
under Section 10(a), and notwithstanding anything in this Agreement to the
contrary, without limiting or diminishing Sprint Collocator's payment
obligations hereunder in any manner, including its obligation to pay Sprint
Collocation Charge, Sprint Collocator will not have any obligation to occupy, or
to operate a Communications Facility on, the Sprint Collocation Space of any
Site, and Sprint Collocator will have the right, exercisable at any time during
the Term as to any Site, to cease occupying or operating Sprint's Communications
Facility on the Sprint Collocation Space of such Site, and retain its right to
such Sprint Collocation Space and may permit any of its Affiliates to occupy
such Sprint Collocation Space, so long as Sprint Collocator remains the primary
obligor for the Sprint Collocation Charge in respect of such Site and such
Affiliates' use of the Sprint Collocation Space is in accordance with all the
terms and conditions of this Agreement. In no event shall such use and occupancy
by an Affiliate of Sprint diminish Sprint Collocator's rights and obligations
hereunder.

     SECTION 11. RENT AND PRE-LEASE RENT; SPRINT COLLOCATION CHARGE.

     (a) Lessee will prepay Rent in respect of the Leased Property of each of
the Initial Master Lease Sites for the entire Term as to such Master Lease Site
on the Effective Date. Lessee will prepay the Pre-Lease Rent in respect of the
Leased Property of each Pre-Lease Site for the entire Term as to such Pre-Lease
Site on the Effective Date for each Pre-Lease Site. Such


                                       34



Rent and Pre-Lease Rent will be specifically allocated to the periods as set
forth in Exhibit H ("ALLOCATED RENT"); provided, however, that if any Pre-Lease
Site becomes a Master Lease Site as a result of a Conversion Closing, then the
remaining portion of the Pre-Lease Rent attributable to the periods from and
after the Conversion Closing Date will thereafter be credited to and constitute
Rent for such Master Lease Site for the corresponding periods after such
Conversion Closing Date; and provided, further, that such allocation of Rent and
Pre-Lease Rent shall in no event fail to qualify for the uneven rent test
provided for in Treasury Regulations Section 1.467-3(c)(4). For each calendar
month during the Term as to each Site, Sprint Collocator at each Site will pay
the Sprint Collocation Charge with respect to the Sprint Collocation Space for
such Site (or if there is more than one Tower at such Site on which Sprint
Collocator or its Affiliates maintain Sprint Collocation Space, with respect to
the Sprint Collocation Space of each Tower at such Site), in advance on the
first day of each such month, beginning on the Effective Date. Lessee agrees
that, except pursuant to the terms of Sections 4(f) and 41 and any provision
contained in the Agreement to Lease and Sublease that expressly provides for the
same, the Rent and the Pre-Lease Rent are non-refundable and that Lessee will
have no right of abatement, reduction, setoff, counterclaim, rescission, refund,
defense or deduction with respect thereto. Sprint Collocator agrees that it will
have no right of abatement (except as set forth in Section 14), reduction,
setoff, counterclaim, rescission, refund, defense or deduction with respect to
any payment of the Sprint Collocation Charge (including any Shared Ground Rent
Increase Payment) or any amount payable by Sprint Collocator pursuant to Section
11(g).

     (b) The following terms will have the following definitions:

     "PRE-LEASE RENT" means, as to any Pre-Lease Site, the amount prepaid by
Lessee to Lessor with respect to such Pre-Lease Site pursuant to this Agreement
and as specified in Exhibit H, and "RENT" means, as to any Master Lease Site,
the amount prepaid by Lessee to Lessor with respect to such Master Lease Site
pursuant to this Agreement and as specified in Exhibit H (and as credited in
Section 11(a)). Pre-Lease Rent and Rent are intended to constitute "fixed rent"
(as such term is defined in Treasury Regulations Section 1.467-1(h)(3)).

     "SPRINT COLLOCATION CHARGE" means, as to any Sprint Collocation Space at
any Site, the monthly amount payable to Lessee by Sprint Collocator for the
sublease, use and occupancy, as applicable, of the Sprint Collocation Space at
such Site pursuant to this Agreement in an amount equal to $1,400 per month
subject to an annual increase on each CPI Change Date equal to the lesser of (a)
three percent (3%) or (b) the applicable CPI Change plus two percent (2%).

     (c) If the Effective Date is a day other than the first day of a calendar
month, the applicable Sprint Collocation Charge for the period from the
Effective Date through the end of the calendar month during which the Effective
Date occurs will be prorated on a daily basis, and will be included in the
calculation of and payable with the Sprint Collocation Charge for the first full
calendar month of the Term. If the date of the expiration of the Term as to any
Site is a day other than the last day of a calendar month, the applicable Sprint
Collocation Charge for such calendar month will be prorated on a daily basis. On
the Effective Date, the aggregate number of Sites for which the Sprint
Collocation Charge is payable on the Effective Date is 3,373.

     (d) If Sprint Collocator does not pay all or any portion of the Sprint
Collocation Charge (the "UNPAID AMOUNT") or any Ongoing Revenue Sharing Payment
when due and


                                       35



payable, Sprint Collocator will pay Lessee a late charge equal to the product of
(i) the lesser of (A) the Prime Rate plus one and one-half percent (1.5%) or (B)
twelve percent (12%) per annum and (ii) the Unpaid Amount calculated for each
day from the date on which the outstanding Unpaid Amount was due until the date
of payment of such Unpaid Amount in full.

     (e) Notwithstanding that Rent and Pre-Lease Rent shall be prepaid in
accordance with Section 11(a), the Parties agree that, for Tax purposes only,
the Allocated Rent for each Site shall represent and be the amount of Rent or
Pre-Lease Rent, as applicable, for which Lessee becomes liable on account of the
use of each applicable Site for each calendar year, in whole or in part, of the
Term.

     (f) It is the intention of the Parties that the allocation of Rent or
Pre-Lease Rent to each Rent Payment Period as provided in Exhibit H constitutes
a specific allocation of fixed rent within the meaning of Treasury regulations
Section 1.467-1(c)(2)(ii)(A), with the effect that pursuant to Treasury
regulation Sections 1.467-1(d) and 1.467-2, Lessor and Lessee, on any federal
income tax returns filed by each of them (or on any Tax return on which their
income is included), shall accrue the amounts of rental income and rental
expense, respectively, set forth for each Rent Payment Period in Exhibit H under
the caption "Proportional Rent" (the "PROPORTIONAL RENT"). Because Lessee is
prepaying the Rent or Pre-Lease Rent in respect of each Site for the entire Term
pursuant to Section 11(a), there shall be considered to exist a loan from Lessee
to Lessor for purposes of Section 467 of the Code with respect to each Site
equal to the amount set forth in Exhibit H under the caption "Section 467 Loan"
(the "SECTION 467 LOAN"). Lessor shall deduct interest expense and Lessee shall
accrue interest income, in each case, in an amount equal to that set forth in
Exhibit H under the caption "Section 467 Interest" for the applicable Rent
Payment Period. In no event shall any principal or interest on any Section 467
Loan be separately payable as such (including upon any termination of this
Agreement with respect to a Site), it being agreed and understood that these
items represent characterizations for Tax purposes only, and in no event
whatsoever shall Lessee be entitled to a reduction of, or offset against, the
amounts of Rent and Pre-Lease Rent payable pursuant to Section 11(a).

     (g) Sprint Collocator shall pay, as additional collocation rent, to Lessee,
(i) within fifteen (15) Business Days after demand by Lessee (accompanied by
reasonable evidence that such amounts are due and payable to the applicable
Ground Lessors), an amount equal to one half (1/2) of (A) the lump sum amount
necessary to be paid to lessors under any applicable Ground Leases in order to
relieve Lessee of any obligation to pay Revenue Sharing Payments under such
Ground Leases during the entire Term as to the Site covered by any such Ground
Lease, and (B) any Ongoing Revenue Sharing Payment during the Term of this
Agreement; provided, however, that if at the time Lessee notifies Sprint
Collocator of the existence and amount of such any Ongoing Revenue Sharing
Payment, Lessee also notified Sprint Collocator of the duration of such Ongoing
Revenue Sharing Payment and the amount of and the dates on which such Ongoing
Revenue Sharing Payments are due and payable to the Ground Lessor, Lessor will
pay to the Ground Lessor or to Lessee for payment to the Ground Lessor (as
directed by Lessee) the amount of such Ongoing Revenue Sharing Payments so
payable on and before the date when they become due and payable for the duration
of such payment period as designated by Lessee. Upon request by Sprint
Collocator, Lessee will provide Lessor with such supporting documentation as
Sprint Collocator may reasonably require to evidence that any Revenue Sharing
Payments are due and payable to any Ground Lessor.


                                       36



     SECTION 12. CONDITION OF THE SITES AND OBLIGATIONS OF LESSEE.

     (a) Lessee acknowledges that, as between Lessor, Lessee and Sprint
Collocator, in respect of each Site, Lessee has the obligation, right and
responsibility to repair and maintain such Site except as otherwise provided in
this Agreement, including without limitation, an obligation to monitor each
Tower to maintain the structural integrity of the Tower and the ability of the
Tower to hold and support all Communications Equipment then mounted on the
Tower, in accordance with all applicable Laws and standard industry practices.
Unless any Lessee Indemnitee has received payment for a claim for
indemnification under Article 9 of the Agreement to Lease and Sublease related
to such condition, Lessee shall have no obligation to perform any repair of a
Site with respect to a condition existing prior to the date hereof. Subject to
the other provisions contained in this Agreement, Lessee, at its sole cost and
expense, will monitor, maintain and repair each Site such that Sprint Collocator
and Tower Subtenants may utilize such Site to the extent permitted in this
Agreement, including, without limitation, the markings on each Tower and the
structural integrity of each Tower. Installation, maintenance and repair of each
Site will comply in all material respects with all Laws and will be performed in
a manner consistent with standard industry practices and so as to minimize any
material disruption in Sprint Collocator's business conducted, and use and
operation of Sprint's Communications Equipment located, at such Site. Lessee
assumes all responsibilities, as to each Site, for any fines, levies, and/or
other penalties imposed as a result of non-compliance with such requirements of
the applicable Governmental Authorities commencing from and after the Effective
Date with such requirements of the applicable Governmental Authorities except
for non-compliance caused by Sprint Collocator or its Affiliates that is not
caused as a result of Lessee's failure to perform its obligations under this
Agreement. Sprint Collocator assumes all responsibilities, as to each Site, for
any fines, levies, and/or other penalties imposed as a result of Sprint
Collocator's or its Affiliates past, current or future non-compliance with such
requirements of the applicable Governmental Authorities. Subject to the terms of
any applicable Collocation Agreement in existence as of the Effective Date,
Lessee will use reasonable efforts to cause and (if a default would result under
any applicable Ground Lease for a failure to cause) shall cause Tower Subtenants
to maintain and repair all of its Communications Equipment on each Site in
accordance with the requirements of this Agreement; provided, however that
nothing herein will require Lessee to maintain any of Sprint's Communications
Equipment or any Communications Equipment of Tower Subtenants to the extent that
such Tower Subtenants are required to perform such maintenance. Without limiting
the foregoing, Lessee at its own cost and expense, will make (or cause to be
made) all Alterations to the Sites as may be required from time to time to meet
in all material respects the requirements of applicable Laws except for the
maintenance and repair work to be performed by Sprint Collocator in accordance
with clause (c) of this Section 12.

     (b) For each Site, Lessee, at its sole cost and expense, will provide
Lessor, as applicable, all necessary and appropriate information reasonably
requested by Lessor for Lessor to obtain (and Lessor will obtain within a
reasonable amount of time) all of the certificates, permits, and other approvals
which may be required in connection with FCC or FAA regulations. Lessee will
also provide Lessor all appropriate information reasonably requested by Lessor
pertaining to any easements or consents which are required from any third
parties with respect to the operation of such Site (to the extent different from
the easements and consents needed prior to the Effective Date), including with
respect to the lighting system serving such Site, and Lessor


                                       37



will cooperate with Lessee in connection with such actions, as contemplated by
Section 18 (without requirement that Lessee expend any sums to obtain any such
easement or consent). Notwithstanding anything herein to the contrary, Lessee
will have no obligation to provide any information necessary for Lessor or
Sprint Collocator to obtain any certificate, permit or other approval relating
to Sprint's Communications Equipment. If, as to any Site, any material
certificate, permit, license, easement, or approval relating to the operation of
such Site is canceled, expires, lapses, or is otherwise withdrawn or terminated
(unless the same is the result of the acts or omissions of Lessor, Sprint
Collocator or their respective Affiliates, agents or employees) or, if Lessee
has breached its obligation under this Section 12(b), then Sprint Collocator
will have the right, in addition to its other remedies pursuant to this
Agreement, at law, or in equity, to take appropriate action to remedy any such
noncompliance and demand reimbursement for any expenses incurred in connection
with such actions from Lessee. Notwithstanding anything to the contrary
contained herein, Lessee will have no obligation to obtain or restate (or
otherwise provide information for Lessor or Sprint Collocator to obtain or
restate) any certificates, permits or approvals that (i) relate exclusively to
Sprint's Communications Equipment or (ii) were rescinded due to a violation by
any of the same by Lessor or Sprint Collocator. Sprint Collocator will, at all
times, keep, operate and maintain Sprint's Communications Equipment at each Site
in a safe condition, in good repair and in accordance with applicable Laws.

     (c) The following provisions will apply with respect to the lighting
systems serving the Sites (but only if such lighting systems are required by
applicable Law (including approvals granted by any local zoning board) or
existing written agreements):

     For each Site, Lessee agrees to monitor the lighting system serving such
Site and will notify the appropriate FAA service office of any lighting failure
not existing on the Effective Date or at the time responsibility for such
notification is assumed by Lessee under the Transition Services Agreement of
even date herewith (the "TRANSITION SERVICES AGREEMENT") in accordance with the
requirements of applicable Law. In addition, Lessee agrees, as soon as
practicable, to begin a diligent effort to repair any failed lighting in
accordance with the requirements of applicable Law, and to notify Lessor and
Sprint Collocator upon successful completion of the repair. Notwithstanding
anything to the contrary contained in this Agreement, Lessee agrees to
indemnify, defend and hold each Sprint Indemnitee harmless from and against any
Claims arising out of or by reason of any failed lighting (unless such Claim is
the result of the action or failure to act of Lessor, Sprint Collocator or their
respective Affiliates, agents or employees). In addition to and not in
limitation of Sections 31(e) and (f), if Lessee defaults under this Section
12(c), Lessor or Sprint Collocator, in addition to their other remedies pursuant
to this Agreement, at law, or in equity, may elect to take appropriate action to
repair or replace lights and invoice Lessee. In addition, Lessor may subject to
arbitration of any dispute pursuant to the provisions of Section 31(h),
terminate this Agreement as to such Site (i) if Lessor or Lessee is at any time
fined by the FAA (pursuant to a final and non-appealable order) as a result of
the occurrence of such default or (ii) if Lessor has given Lessee notice of such
default under Section 31(e)(ii) and Lessee does not cure such default within the
applicable cure period set forth in Section 31(e)(ii), within sixty (60) days of
the occurrence of such event. The foregoing right may not be exercised by Lessor
if (a) such fine occurs during a period where Lessor or Sprint Collocator is
still providing light monitoring service to Lessee with respect to a Site and
such fine results in whole or in part from the failure of Lessee to receive
timely information with respect to the failure of a


                                       38



lighting system; (b) such fine occurs during a period where light monitoring
service is being transitioned to Lessee and Lessee takes prompt action to
address any non-compliance of which it is aware; (c) such fine or non-compliance
or underlying failure of the lighting system results from actions or omissions
of Sprint Collocator, its Affiliates or agents or (d) such fine or
non-compliance results from the occurrence a force majeure event.
Notwithstanding Lessor's agreement to provide such light monitoring service,
Lessee will perform, at Lessee's sole cost and expense, all repair and
maintenance associated with the lighting system at each Site. Without in any way
affecting Lessee's obligations relating to lighting; (i) during the Term, Sprint
Collocator will have the right, at its expense, to install and maintain
equipment for the purpose of monitoring (x) the lighting system serving the
Tower or the Improvements of each Site, and/or (y) any device of Lessee's used
to monitor the lighting system serving each Tower (provided that none of the
foregoing interferes with Lessee's monitoring of the lighting system at such
Site or any of Tower Subtenant's use of the Site or does not otherwise result in
any material increased costs to Lessee or any Tower Subtenant); and (ii) Lessee
will have the right, at its expense, to install and maintain equipment for the
purpose of monitoring any device of Sprint Collocator used to monitor the
lighting system servicing any Tower.

     (d) Without limiting Lessee's obligations under this Section 12 and the
other provisions of this Agreement, the Parties acknowledge that Sprint
Collocator (or its Affiliate) is licensed by the FCC to provide
telecommunications services and that the Sites are used to provide those
services. Nothing in this Agreement will be construed to transfer control of any
FCC authorization held by Sprint Collocator (or its Affiliate) to Lessee with
respect to telecommunications services provided by Sprint Collocator or its
Affiliates or to limit the right of Sprint Collocator (or its Affiliate) to take
all necessary actions to comply with its obligations as an FCC licensee or with
any other legal obligations to which it is or may become subject (subject to the
other terms of this Agreement with respect to actions Sprint Collocator or its
Affiliates may take with respect to a Site).

     SECTION 13. REQUIREMENTS FOR ALTERATIONS; TITLE TO ALTERATIONS; ADDITION OF
EQUIPMENT; WORK ON THE SITE.

     (a) All Alterations that are made to a Site (whether required or optional),
including, without limitation, Alterations made to the Sprint Collocation Space
of a Site to the extent required to be performed by Lessee, will comply with the
requirements of Section 3(f) of this Agreement. Title to each Alteration will
without further act or instrument be deemed to constitute a part of the Site and
be subject to this Agreement unless such Alteration is a Severable Alteration.

     (b) Whenever Lessee makes Alterations to any Site; constructs, replaces,
maintains or repairs the Tower and Improvements of any Site; installs,
maintains, replaces or repairs, or causes Tower Subtenants to install, maintain,
replace or repair, any Equipment; or reconstruct or restore the Leased Property
(the "LESSEE WORK"), the following provisions will apply:

          (i) No Lessee Work will be commenced until all certificates, licenses,
     permits, authorizations, consents and approvals necessary for the Lessee
     Work, from all Governmental Authorities having jurisdiction with respect to
     any Site or the Lessee Work as set out in Section 3(f) of this Agreement,
     have been obtained. Lessor will reasonably


                                       39



     cooperate with Lessee, at Lessee's sole cost and expense, as is reasonably
     necessary in connection with Lessee's obtaining all such certificates,
     licenses, permits, etc. required to be issued by any Governmental
     Authorities in connection with Lessee's Work.

          (ii) Lessee will commence and perform the Lessee Work in accordance
     with then-current industry-standard practices and procedures ("STANDARD
     PROCEDURES").

          (iii) Lessee will cause the Lessee Work to be done and completed in a
     good, substantial and workmanlike manner and in compliance in all material
     respects with all Laws. Lessee will be solely responsible for construction
     means, methods, techniques, sequences and procedures, and for coordinating
     all activities related to the Lessee Work, and neither Lessor nor Sprint
     Collocator will have any duty or obligation to inspect the Lessee Work, but
     will have the right to do so, at reasonable times, upon reasonable prior
     notice and in a reasonable manner.

          (iv) Lessee will promptly commence the Lessee Work and, once
     commenced, diligently and continually pursue the Lessee Work and complete
     the Lessee Work within a reasonable time. Lessee will assign such qualified
     personnel to the Lessee Work as may be necessary to cause the Lessee Work
     to be completed in an expeditious fashion.

          (v) All Lessee Work will be performed at Lessee's sole cost and
     expense. Lessee will provide and pay for all labor, materials, goods,
     supplies, equipment, appliances, tools, construction equipment and
     machinery and other facilities and services necessary for the proper
     execution and completion of the Lessee Work. Lessee will promptly pay when
     due all costs and expenses incurred in connection with the Lessee Work.
     Lessee will pay, or cause to be paid, all fees and Taxes required by Law in
     connection with the Lessee Work.

          (vi) Lessee will be responsible for initiating and maintaining all
     necessary safety precautions and programs in connection with the Lessee
     Work, and will take necessary protections in accordance with Standard
     Procedures to prevent damage, injury or loss to, the Lessee Work, all
     persons performing Lessee Work on the Site, all other persons who may be
     involved in or affected by the Lessee Work, and all materials and equipment
     to be incorporated in the Lessee Work, Tower and Improvements of such Site.

          (vii) Lessee will procure and maintain in full force and effect, and
     will cause its contractors and subcontractors to procure and maintain in
     full force and effect, with respect to the Lessee Work: (x) in the case of
     Lessee only but subject to Section 24, full replacement cost "ALL-RISK",
     "BUILDER'S RISK" insurance, insuring the Lessee Work; and (y) the other
     types of insurance required to be maintained pursuant to Section 24 of this
     Agreement. Such additional insurance policies will meet the requirements
     set forth elsewhere in this Agreement with respect to the insurance
     policies otherwise required to be obtained and maintained by Lessee under
     this Agreement.

     SECTION 14. DAMAGE TO THE SITE, TOWER OR THE IMPROVEMENTS.


                                       40



     (a) If there occurs a casualty which damages or destroys all or a
Substantial Portion of any Site, then within thirty (30) days after the date of
the casualty, Lessee shall notify Lessor in writing as to whether the Site is a
Non-Restorable Site (it being understood Lessee may waive any condition in the
definition of Non-Restorable Site, if it believes in good faith that Restoration
may be commenced (and a building permit issued) within one year), which notice
will specify in detail the reasons for such determination by Lessee, and if such
Site is not a Non-Restorable Site the estimated time, in Lessee's reasonable
judgment, for Restoration of the Site (a "CASUALTY NOTICE"). If Lessee fails to
give Casualty Notice to Lessor within such thirty (30) day period, the affected
Site shall be deemed not to be a Non-Restorable Site. If Lessor or the
applicable Sprint Additional Party disagrees with any determination of Lessee in
the Casualty Notice that the Site is a Non-Restorable Site, Lessor or the
applicable Sprint Additional Party (as applicable) may institute arbitration
proceedings to determine any such matter in the manner described in Section
31(h). If such Site is a Non-Restorable Site, then (i) either Lessee or Sprint
Collocator shall have the right to terminate Sprint Collocator's leaseback or
other use and occupancy of the Sprint Collocation Space at such Site, upon
written notice to Sprint Collocator and such leaseback or other use and
occupancy at such Site shall terminate as of the date of such Notice and (ii)
Lessor or the applicable Sprint Additional Party, as applicable, will have the
right to terminate this Agreement as to such Site by written notice to Lessee
within thirty (30) days after receipt of such written notice from Lessee,
whereupon the Term as to such Site will automatically expire as of the date of
such notice of termination and, if such right is exercised, Sprint Collocator's
leaseback or other use and occupancy of the Sprint Collocation Space shall be
terminated by written notice to Lessee within thirty (30) days after receipt of
such written notice from Lessee, whereupon Sprint Collocator's rights and
obligations as to the leaseback or other use and occupancy of Sprint Collocation
Space at such Site will automatically expire as of the date of such notice of
termination. In all instances Lessee shall have the sole right to retain all
insurance Proceeds related to a Non-Restorable Site and any other Site.

     (b) If there occurs, as to any Site, a casualty which damages or destroys
(i) all or a Substantial Portion of such Site and the Site is not a
Non-Restorable Site, or (ii) less than a Substantial Portion of any Site,
Lessee, at its sole cost and expense, will promptly and diligently commence with
the adjustment of Lessee's insurance Claims with respect to such event within a
period of thirty (30) days after the date of the damage and, thereafter,
promptly commence, and diligently prosecute to completion, the Restoration of
the same. The Restoration will be carried on and completed in accordance with
the provisions and conditions of this Section 14.

     (c) If Lessee is required to restore any Site in accordance with Section
14(b), all Proceeds of Lessee's insurance will be held by Lessee or the Lessee
Lender and applied to the payment of the costs of the Restoration and will be
paid out from time to time as the Restoration progresses. Any portion of the
Proceeds of Lessee's insurance applicable to a particular Site remaining after
final payment has been made for work performed on such Site will be retained by
and be the property of Lessee. If the cost of Restoration exceeds the Proceeds
of Lessee's insurance, Lessee will pay the excess cost.

     (d) Without limiting Lessee's obligations under this Agreement in respect
of a Site subject to a casualty, if Lessee is required to cause the Restoration
of a Site that has suffered a casualty, Lessee will make available to Sprint
Collocator a portion of the Leased Property of such Site for the purpose of
Sprint Collocator's locating, at its sole cost and expense, a temporary


                                       41



communications facility, and will give Sprint Collocator priority over Tower
Subtenants at such Site as to the use of such portion; provided, however, that
(i) the placement of such temporary communications facility will not interfere
in any material respect with Lessee's Restoration or the continued operations of
any Tower Subtenant; (ii) Sprint Collocator will obtain any permits and
approvals, at Sprint Collocator's cost, required for the location of such
temporary communications facility on such Site; and (iii) there must be
Available Space on the Site for locating such temporary communications facility.

     (e) If Lessee fails at any time to diligently pursue the substantial
completion of the Restoration of the Site required under this Agreement (subject
to delay for force majeure events other than inability to obtain Governmental
Approvals), Sprint Collocator may, in addition to any other available remedy,
terminate this Agreement as to Sprint Collocator's leaseback or other use and
occupancy of the Sprint Collocation Space at the applicable Site upon giving
Lessee written notice of its election to terminate at any time prior to
completion of the Restoration.

     (f) From and after any casualty as to any Site described in this Section 14
and during the period of Restoration at a Site, the Sprint Collocation Charge
with respect to such Site will abate until completion of the Restoration.

     (g) The Parties acknowledge and agree that this Section 14 is in lieu of
and supersedes any statutory requirements under the laws of any State applicable
to the matters set forth in this Section 14.

     SECTION 15. TOWER SUBTENANTS; INTERFERENCE.

     (a) Lessee acknowledges and agrees that Lessee will not permit the addition
of any Tower Subtenants at any Site if such addition would materially and
adversely affect the operation of Sprint's Communications Equipment installed
prior to such Tower Subtenant's addition and Sprint Collocator's operation, use
or enjoyment of any Sprint Collocation Space on such Site, taking into account
customary and commercially reasonable practices for multi-tenant wireless
communication sites and towers.

     (b) Lessee will not and will not permit any Tower Subtenant at any Site to
(i) install or change, alter or improve the frequency, power, or type of the
Communications Equipment that materially and adversely interferes with the
operation of Sprint's Communications Equipment in existence on such Site as of
the date of such installation, change, alteration or improvement or is not
authorized by, or violates, any applicable Laws or is not made or installed in
accordance with good engineering practices (and Lessee will require any Tower
Subtenant who subleases, licenses, or uses any portion of a Site to covenant to
comply with the foregoing); or (ii) implement a configuration which materially
and adversely interferes with the operation of Sprint's Communications Equipment
on such Site in existence as of the date of such implementation.

     (c) If any Tower Subtenant installs or operates any Communications
Equipment which is in violation of, any Laws, Lessee will cause such Tower
Subtenant to shut down such Communications Equipment as promptly as practicable
(but in any event within fifteen (15) days


                                       42



after having actual knowledge thereof), failing which Lessee will shut down such
Communications Equipment.

     (d) If any interference at any Site (at levels above commercially
acceptable levels of interference at multi-tenant wireless communication sites)
occurs as a result of actions of Lessee or Tower Subtenants described in Section
15(b) above as to any Site, Lessee will be responsible for coordinating and
resolving any such interference problems caused by Lessee or Tower Subtenants at
such Site, including, without limitation, using its commercially reasonable
efforts to correct and eliminate the interference within two (2) Business Days
of receipt of notification from Sprint Collocator and perform an interference
study in accordance with then-current industry-standard procedures. If the
interference cannot be corrected or eliminated within such two (2) Business Days
period, Lessee will cause, at Lessee's option, any of Lessee's or Tower
Subtenants' Communications Equipment or Communications Facility that interferes
with the operation of Sprint's Communications Facility's authorized frequency
spectrum or signal strength, to be immediately powered down or turned off, with
the right to turn such interfering Communications Equipment or facility back up
or on only during off-peak hours in order to determine whether such interference
continues or has been eliminated; provided, that if any interference continues
at the time the power output of the interfering Communications Equipment is
powered down, the Communications Equipment that interferes with the operation of
Sprint's Communication Facility or the Sprint Collocation Space will be turned
off. If Lessee or any Tower Subtenant cannot reasonably correct or eliminate
such interference within thirty (30) days of receipt of written notice from
Sprint Collocator, Lessee will or will cause such Tower Subtenant to cease the
operations of the applicable Communications Equipment and to stop providing
services from the applicable Communications Facility or the Leased Property at
the applicable Site in its entirety until the interference problems are
resolved.

     (e) Notwithstanding the foregoing provisions of this Section 15, (i) the
obligations of Lessee hereunder as to any Site are subject to the rights of any
Tower Subtenant under any Collocation Agreement in existence as of the Effective
Date at such Site, and to the extent that the provisions of any such Collocation
Agreement prohibits Lessee from performing the obligations of Lessee hereunder,
Lessee will be required to perform such obligations only to the extent permitted
under such Collocation Agreement and shall have no liability with respect
thereto to Sprint Collocator and (ii) Lessee shall have no obligation to enforce
any rights under a Collocation Agreement against an Affiliate of Sprint.

     (f) Sprint Collocator will not, as to any Site, (i) install or change,
alter or improve the frequency, power, or type of Sprint's Communications
Equipment that materially and adversely interferes with the operation of any
Tower Subtenant's Communications Equipment in existence on such Site as of the
date of such installation, change, alteration or improvement or is not
authorized by, or violates, any applicable Laws or is not made or installed in
accordance with good engineering practices or otherwise violates the terms of
any Collocation Agreement existing on the Effective Date; or (ii) implement a
configuration which materially and adversely interferes with the operation of
any Tower Subtenant's Communications Equipment on such Site in existence as of
the date of such implementation.

     (g) If Sprint Collocator installs or operates any Communications Equipment
which is not authorized by, or is in violation of, any Laws, Sprint Collocator
will remove such


                                       43



Communications Equipment as promptly as practicable (but in any event within
fifteen (15) days after having actual knowledge thereof).

     (h) If any interference (at levels above commercially acceptable levels of
interference at multi-tenant wireless communication sites) occurs as a result of
actions of Sprint Collocator described in Section 15(f) above as to Sprint's
Communications Equipment at any Site, Sprint Collocator will be responsible for
coordinating and resolving any such interference problems caused by Sprint
Collocator, including, without limitation, using its commercially reasonable
efforts to correct and eliminate the interference within two (2) Business Days
of receipt of notification from Lessee and perform an interference study in
accordance with then-current industry-standard procedures. If the interference
cannot be corrected or eliminated within such two (2) Business Day period,
Sprint Collocator will cause any of Sprint's Communications Equipment that
interferes with the operation of any Tower Subtenant's Communications Facility's
authorized frequency spectrum or signal strength, to be immediately powered down
or turned off, with the right to turn such interfering Communications Equipment
or facility back up or on only during off-peak hours specified by Lessee in
order to determine whether such interference continues or has been eliminated;
provided, that if any interference continues at the time the power output of the
interfering Communications Equipment is powered down, the Communications
Equipment that interferes with the operation of the applicable Tower Subtenant's
Communication Facility will be turned off. If Sprint Collocator cannot correct
or eliminate such interference within thirty (30) days of receipt of written
notice from Lessee, Sprint Collocator will cease the operations of the
applicable Communications Equipment and to stop providing services from the
Sprint's Communications Facility or the Sprint Collocation Space of the
applicable Site in its entirety until the interference problems are resolved.

     SECTION 16. TAXES.

     (a) Subject to Sections 16(b) and (c) and 39(b), and except as provided
below, Lessee will be responsible for all Taxes upon or with respect to (A) any
of the Leased Property, any portion of such Leased Property, or any interest
therein, (B) the acquisition, purchase, sale, financing, leasing, subleasing,
ownership, maintenance, repair, redelivery, alteration, insuring, control, use,
operation, delivery, possession, repossession, location, storage, refinancing,
refund, transfer of title, registration, reregistration, transfer of
registration, return, or other disposition of any of the Leased Property or any
portion of such Leased Property, or interest in such Leased Property, (C) the
rental payments, receipts, or earnings arising from the Leased Property, any
portion of such Leased Property, or any interest in such Leased Property, or
payable pursuant to this Agreement, or any other payment or right to receive
payment pursuant to any related document, or (D) any Alteration, removal,
substitution, maintenance, or repair of any of the Leased Property. Subject to
Sections 16(b) and (c) and 39(b), and except as provided below, Lessee will be
responsible for all Taxes upon or with respect to each Site applicable to all
periods occurring after the Effective Date and during the Term as to such Site.
Lessee will receive any refunds for Taxes paid by Lessee pursuant to this
Agreement. Notwithstanding the foregoing, Lessee will not be required to pay any
Taxes payable with respect to a Leased Site or Other Interest Site, if the
applicable Ground Lease provides that the Ground Lessor is responsible for such
Taxes without pass-through to the applicable ground lessee and the Ground Lessor
actually pays any such Taxes. If the Ground Lessor does not pay any such Taxes
and


                                       44



either Party becomes aware of it, the Parties will, at Lessee's expense,
cooperate and use commercially reasonable efforts to cause the Ground Lessor to
pay such Taxes.

     (b) In the taxable periods occurring during the Term as to any Site, any
Taxes (determined without regard to the Term) for which Lessee is responsible
under this Section 16 and that are calculated or assessed on the basis of a time
period any portion of which is not included within the Term as to such Site
(e.g., Property Taxes assessed annually) will be prorated proportionately
between the applicable Sprint Group Member and Lessee based on the number of
days in each such period during the time period of assessment that is included
within the Term as to such Site. Lessee's obligations for Taxes under this
Section 16 will be limited to that proportionate amount of such Taxes
attributable to the period during which this Agreement is in effect with respect
to such Site; provided, that any Taxes resulting from special assessments or
appraisals of any Site occurring during the period during which this Agreement
is in effect will be the sole responsibility of Lessee. Any other Taxes that are
not calculated or assessed on the basis of a time period, but for which Lessee
is responsible under Sections 16 or 39(b), will be prorated using a fair and
equitable proration method that considers, among other things, the basis upon
which such Taxes are assessed.

     (c) Notwithstanding anything to the contrary in this Section 16 or in
Section 39, the Parties agree as follows with respect to Property Taxes: (i)
Lessor or the applicable Sprint Group Member will prepare all returns with
respect to Property Taxes in the ordinary course and with the same degree of
diligence that it exercises with respect to similar tax compliance matters; (ii)
Lessor or the applicable Sprint Group Member will pay all Property Taxes on a
timely basis to the appropriate Governmental Authority and Lessee shall have no
responsibility for Property Taxes other than with respect to the Lessee Property
Tax Charge and Landlord Reimbursement Taxes, (iii) for each calendar year, or
portion thereof, that is included in the Term as to each Site, Lessee will pay
to Lessor the Lessee Property Tax Charge on or before July 1 of the respective
calendar year; provided that if the Effective Date is after July 1, the payment
for the first calendar year (or portion thereof) shall be made on the Effective
Date; provided further that if the Term ends prior to July 1, the payment for
the final year shall be made on the last day of the Term; and (iv) by June 15 of
each calendar year, Lessor will provide Lessee with an officer's certificate in
the form of Exhibit D. Lessor, Lessee and the applicable Sprint Group Member
will cooperate with each other, and make available to each other such
information as will reasonably be necessary, in connection with the preparation
of tax returns for Property Taxes and any audit or judicial or administrative
proceeding relating to the same. To the extent a Sprint Group Member, other than
Lessor or Sprint Collocator, has an obligation under this Section 16, Sprint
Collocator shall cause such Sprint Group Member to perform such obligation.
Lessee will be responsible for all Landlord Reimbursement Taxes for which the
applicable Ground Lessor seeks reimbursement under the provisions of the Ground
Lease after the Effective Date and during the Term with respect to each Site;
provided, however, the Parties will prorate such amounts relating to tax periods
that include the Effective Date or the Site Expiration Date in a manner
consistent with the provisions of Section 16(b) and the paying Party will be
entitled to reimbursement from the non-paying Party for the non-paying Party's
portion of the Landlord Reimbursement Taxes paid, and provided further that,
with respect to the twelve month period beginning on the Effective Date, Lessor
will reimburse Lessee for the amount of the aggregate Landlord Reimbursement
Taxes paid by Lessee (prorated for such twelve month period with the actual
amount of Landlord Reimbursement Taxes during 2005 and 2006 straightlined) that


                                       45



exceed the product of $200 multiplied by the number of Sites. To the extent
either Party is entitled to reimbursement from the other Party for the payment
of prorated Landlord Reimbursement Taxes, such reimbursement shall be due within
fifteen (15) days of the presentation of a statement reflecting amounts due and
appropriate other documentation supporting the calculation and payment of such
amounts to the applicable Ground Lessor. In the event of (1) the non-payment of
Taxes when due (unless such Taxes are being contested in good faith and there is
no material risk of forfeiture of any Site as a result of such non-payment of
Taxes) by Lessor or any of its Affiliates, which could result in a material risk
of forfeiture of a Site (in which case, Lessor will promptly notify Lessee when
Lessor becomes aware of such event) or (2) the failure by Lessor to deliver the
certificate required to be delivered under clause (iv) of the first sentence of
Section 16(c) with respect to any Site by July 15 of the calendar year, Lessee
may notify Lessor in writing of the non-payment of Taxes and request that Lessor
or its Affiliates take action within 90 days to pay such Taxes and remove any
Liens ("90 DAY LESSEE NOTICE"). Within 90 days after receipt of the 90 Day
Lessee Notice, Lessor will provide evidence to Lessee to support that Lessor or
its Affiliates have paid such Taxes and started the process of removing any Lien
or have contested such Taxes in good faith with the appropriate Governmental
Authority and are diligently prosecuting such contest, and there is no material
risk of forfeiture of the Site. In the case of a contest, Lessor will provide
periodic updates to Lessee at least every 30 days thereafter until Lessor
provides evidence that such Lien has been removed. In the event that Lessor or
its Affiliates have elected to contest a Tax on a Site in accordance with the
provisions of this Section, Lessor agrees that it or its Affiliates will pay all
Taxes and take all actions necessary to remove any Lien within the time provided
by the appropriate Governmental Authority after a final determination. If, on
the ninety-first day after receipt of the 90 Day Lessee Notice, the Lessor or
its Affiliates have not (x) paid such Taxes and otherwise started the process of
removing any Lien or (y) taken action to contest such Taxes and continuously
prosecuted such contest, and there is no material risk of the forfeiture of the
Site, the Lessee may (but shall be under no obligation to) pay the Tax and cure
any Lien by taking any reasonable action necessary. Lessor will reimburse Lessee
for all costs incurred in paying such Taxes within 15 days of the presentation
to Lessor by Lessee of written documentation evidencing the payment of such
Taxes and the removal of any Lien for which Lessee is requesting reimbursement.
If, at any time after delivery of the 90 Day Lessee Notice, a material risk of
forfeiture of the Site arises, Lessor shall give prompt notice to Lessee and
(whether or not Lessor has provided such notice) Lessee shall have the right to
purchase the individual Site that is the subject of the proceeding for a
purchase price of $100 by giving Lessor written notice of its exercise of such
purchase option (provided that in the case of a 90 Day Lessee Notice described
in clause (1) above, such purchase option shall not be exercisable (j) until 10
days after the earlier of the Lessee delivery of the 90 Day Lessee Notice and
Lessor having actual knowledge of the event giving rise to such 90 Day Lessee
Notice, and (k) unless the material risk of forfeiture is continuing), and such
option shall be exercised pursuant to the provisions of Section 36, mutatis
mutandis, except that the Option Purchase Price shall be $100 and shall apply
only with respect to the individual Site.

     (d) Except as provided in Section 36(e), any excise, sales, use, value
added, registration, stamp, recording, documentary, conveyancing, transfer,
gains and similar Taxes ("TRANSFER TAXES") incurred in connection with the
transactions contemplated by this Agreement or the Collateral Agreements will be
borne by Lessee. Lessee will provide Lessor with a certificate substantially in
the form of Exhibit E. The Parties will cooperate in providing each


                                       46



other with any additional exemption certifications and other similar
documentation as appropriate. The Party that is required by applicable Law to
file the tax returns with respect to any applicable Transfer Taxes will do so at
its own expense, and the other Parties will cooperate with respect thereto as
necessary.

     SECTION 17. UTILITIES.

     Except as set forth to the contrary below in this Section 17, Lessor will
have no obligation to make arrangements for or to pay any charges for connection
or use of utilities and similar services to any Site, including but not limited
to, electricity, telephone, power, and other utilities. As among Sprint
Collocator and all new Tower Subtenants, Lessee will cause utility charges to be
separately metered. Sprint Collocator will pay to the applicable utility service
provider the charges for all separately metered utility services used by Sprint
Collocator at each Site in the operation of Sprint's Communications Facility at
such Site. Notwithstanding the foregoing provisions of this Section 17, if the
applicable utility service provider will not render a separate bill for Sprint
Collocator's usage, Sprint Collocator will reimburse Lessee monthly for Sprint
Collocator's actual metered usage at the rate charged to Lessee by the
applicable utility service provider, or if Lessee is prohibited from installing
a separate meter to measure Sprint Collocator's usage, Sprint Collocator may use
Lessee's utility sources to provide utility service to the Communications
Facility, and Sprint Collocator will reimburse Lessee monthly for Sprint
Collocator's actual usage at the rate charged to Lessee by the applicable
service provider (and Lessee and Sprint Collocator agree to cooperate in
determining a method by which to measure or estimate Sprint Collocator's usage
if the usage is not capable of actual measurement). Notwithstanding anything to
the contrary contained herein, Lessee shall have no obligation to provide,
maintain or pay for utility services related to Sprint's Communication
Equipment. Sprint Collocator shall pay for all utility services utilized by
Sprint Collocator and its Affiliates in its operations at each Site prior to
delinquency. For all Sites where Sprint Collocator leases Sprint Collocation
Space, certain Affiliates of Sprint and Lessee have agreed to an arrangement in
a separate agreement for the segregation and transfer of responsibility for
electrical service serving the lighting system serving each Site from Sprint
Collocator to Lessee. In connection with such arrangement, Sprint Collocator
agrees to pay the utility costs for such electrical power as follows. If not
prohibited by applicable Laws, Sprint Collocator shall allow Lessee to access
Sprint Collocator's (or other Person occupying the Sprint Collocation Space's)
power sources at all Sites with lighting systems in order to install lighting
monitoring equipment and maintain Tower lighting as required under this
Agreement and the Transition Services Agreement. Accessing such power sources
shall be at Lessee's sole cost and expense. The cost of all power provided to
Lessee shall be at no cost or expense to Lessee. During each of the first four
(4) years of the Term of this Agreement, Lessee shall obtain its own power
source for its lighting and lighting monitoring equipment and transition from
using power of Sprint Collocator (or other Persons occupying the Sprint
Collocation Space) for the Sites and the sites leased or preleased under each
Additional Master Lease and Sublease (collectively, with the Sites, the
"AGGREGATE LIGHTING SITES") requiring lighting monitoring equipment
(approximately 1,137 Sites) as of the Effective Date at a rate of twenty-five
percent (25%) of such Aggregate Lighting Sites by the end of each of the first
four (4) years of the Term of this Agreement, all as to be more fully described
in the Transition Services Agreement. Notwithstanding anything to the contrary
contained herein, Lessee is not required to obtain its own power source for
lighting and


                                       47



monitoring equipment if lighting at a Site is not required under applicable Law
(including approvals granted by any local zoning board) or other existing
written agreement.

     SECTION 18. GOVERNMENTAL PERMITS.

     (a) In addition to and not in limitation of the provisions of Section 12(a)
of this Agreement, Lessee will, at its own cost and expense, provide to Lessor
and Sprint Collocator or its Affiliates all necessary and appropriate
information reasonably requested by Lessor or Sprint Collocator or its
Affiliates to obtain and maintain in effect all certificates, permits, licenses
and other approvals relating to FAA or FCC regulations and Lessee will, at its
own cost and expense, obtain and maintain in effect all certificates, permits,
licenses and other approvals (other than those relating to FCC and FAA
regulations) and comply with all Laws, required or imposed by Governmental
Authorities (other than those relating to FCC or FAA regulations), in connection
with the operation and maintenance of the Leased Property at each Site
(including the Tower on such Site). As part of Lessee's obligation to provide
information, Lessee will provide Lessor and Sprint Collocator or its Affiliates
access to data reasonably necessary to monitor the lighting systems at each Site
to the extent in Lessee's possession (to the extent Sprint Collocator is not
already independently monitoring the same and to the extent such lighting
systems are required by applicable Law (including approvals granted by any local
zoning board) or existing written agreements).

     (b) Lessee will reasonably cooperate with Sprint Collocator or its
Affiliates in their efforts to obtain and maintain in effect any certificates,
permits, licenses and other approvals and to comply with any Laws required or
imposed on Sprint Collocator by Governmental Authorities applicable to the
Sprint Collocation Space of each Site.

     (c) Sprint Collocator will, at its own cost and expense, obtain and
maintain or cause to be maintained in effect all material certificates, permits,
licenses and other approvals and comply with all Laws required or imposed by
Governmental Authorities in connection with the operation and maintenance of the
Sprint Collocation Space of each Site, including, without limitation, FCC
regulations. The cost of obtaining and maintaining such FCC or FAA permits or
approvals will be reimbursed to Lessor in accordance with Section 18(f).

     (d) Lessor and Sprint Collocator will reasonably cooperate with Lessee in
Lessee's efforts to provide required information and to comply with all Laws
required or imposed by Governmental Authorities applicable to each Site.

     (e) Lessor and Sprint Collocator will be afforded access, at reasonable
times and upon reasonable prior notice, to all of Lessee's records, books,
correspondence, instructions, blueprints, permit files, memorandum and similar
data relating to the compliance of the Towers with all applicable Laws or if
Lessor or Sprint Collocator otherwise provides reasonable justification
therefore, except privileged documents or where disclosure is prohibited by Law.
Lessee will also provide Lessor or Sprint Collocator with an electronic
interface or other real time access to Lessee's Tower administration database
which will enable access to detailed information concerning collocations. Any
information described in this Section 18(e) will be open for inspection upon
reasonable notice by Lessor or Sprint Collocator, at its cost, and its


                                       48



authorized representatives at reasonable hours at Lessee's principal office and
will be retained by Lessee for period of three (3) years after the expiration of
this Agreement.

     (f) The cost of Lessor's or Sprint Collocator's or its Affiliates obtaining
and maintaining all FCC and FAA permits and approvals relating to the operation
and maintenance of the Leased Property of each Site (excluding the Sprint
Collocation Space) and Lessee Work, in each case, after the Effective Date, will
be borne by Lessee in accordance with Sections 13(b)(i) and 18(c) (the
"REIMBURSABLE COSTS"). Lessor will provide Lessee with an invoice for
Reimbursable Costs on a monthly basis, which amount will be paid by Lessee to
Lessor or Sprint Collocator, as applicable, within twenty (20) Business Days of
Lessee's receipt of such invoice.

     SECTION 19. NO LIENS.

     (a) Lessee will not create or permit any Lien (other than Lessee Permitted
Liens) against any Site, or any part of any Site. If any such Lien created or
permitted by Lessee (other than Lessee Permitted Liens) is filed against all or
any part of any Site, Lessee will be required to cause the same to be discharged
by payment, satisfaction or posting of bond within thirty (30) days only (i)
after Lessee has obtained knowledge of such Lien and (ii) Lessee has elected not
to contest such Lien in accordance with Section 19(b) hereof. If Lessee fails,
after notice and opportunity to cure, to cause any Lien not being contested as
provided in Section 19(b) (other than Lessee Permitted Liens) to be discharged
within the permitted time, Lessor may cause it to be discharged and may pay the
amount of such Lien in order to do so. If Lessor makes any such payment, all
amounts paid by Lessor will be payable by Lessee to Lessor within ten (10) days
of demand.

     (b) To the extent not prohibited under any applicable Ground Lease, Lessee
may, at Lessee's sole cost and expense, in its own name and on its own behalf or
in the name of and on behalf of Lessor, in good faith, contest any claim of Lien
and, in the event of any such contest, may permit such claim of Lien so
contested to remain unpaid, unsatisfied and undischarged during the period of
such contest and any appeal from such contest; provided, that, if any portion of
any Site is subject to imminent danger of loss or forfeiture by virtue of or by
reason of such claim of Lien, such claim of Lien will be complied with as
promptly as practicable, but in any event prior to any loss or forfeiture.
Lessor, at the sole cost and expense of Lessee, will use commercially reasonable
efforts to cooperate fully with Lessee in any such contest.

     (c) Any Secured Lessee Loan (including any Mortgage execute in connection
therewith) will be subject to each and every term, covenant, condition,
agreement, requirement, restriction and provision set forth in this Agreement
and subject to all rights of Lessor hereunder.

     (d) Lessor will execute any necessary easement or right of way for
utilities for any Owned Site promptly following any request by Lessee, provided
such easement or right of way does not have an adverse effect on Sprint
Collocator's use or enjoyment of the Sprint Collocation Space of such Site or on
the ownership by Lessor of the Tower on such Site, including without limitation,
the operation of Sprint's Communications Equipment on such Site.

     (e) Sprint Collocator will not create or permit (or allow any of its
Affiliates to create or permit) any Lien arising by, through or under Sprint
Collocator or its Affiliates (other than


                                       49



Permitted Encumbrances) against Site, or any part of any Site. If any such Lien
(other than Permitted Encumbrances) is filed against all or any part of any Site
as a result of the acts or omissions of Sprint Collocator or any of its
Affiliates, Sprint Collocator will cause the same to be discharged by payment,
satisfaction or posting of bond within thirty (30) days after obtaining actual
knowledge such Lien. If Sprint Collocator fails to cause any such Lien (other
than Permitted Encumbrances) to be discharged within such thirty (30) day
period, Lessee may, after ten (10) days prior written notice to Sprint
Collocator, cause such Lien to be discharged and may pay the amount of such Lien
in order to do so. If Lessee makes any such payment, all amounts paid by Lessee
will be payable by Sprint Collocator to Lessee upon demand.

     SECTION 20. CONDEMNATION.

     (a) If there occurs a Taking of all or a Substantial Portion of any Site,
other than a Taking for temporary use, then (i) Lessee will have the right to
terminate this Agreement as to such Site by written notice to Lessor and Sprint
Collocator within thirty (30) days of the occurrence of such Taking whereupon
the Term will automatically expire as to such Site, on the Date of Taking, as if
such date were the Site Expiration Date as to such Site and each Party shall be
entitled to prosecute, claim and retain the entire Award attributable to its
respective interest in such Site under this Agreement and (ii) Sprint Collocator
will have the right to terminate this Agreement as to Sprint Collocator's
leaseback or other use and occupancy of the Sprint Collocation Space by written
notice to Lessee within thirty (30) days of the occurrence of such Taking,
whereupon ) Sprint Collocator's rights and obligations as to the leaseback or
other use and occupancy of the Sprint Collocation Space at such Site will
automatically expire as of the Date of Taking.

     (b) If there occurs a Taking of less than a Substantial Portion of any
Site, then this Agreement and all duties and obligations of Lessee under this
Agreement in respect of such Site will remain unmodified, unaffected and in full
force and effect. Lessee will promptly proceed with the Restoration of the
remaining portion of such Site (to the extent commercially feasible) to a
condition substantially equivalent to its condition prior to the Taking. Lessee
will be entitled to apply the Award received by Lessee to the Restoration of any
Site from time to time as such work progresses; provided, that Sprint Collocator
will be entitled to prosecute and claim an amount of any Award reflecting its
interest under this Agreement. If the cost of the Restoration exceeds the Award
recovered by Lessee, Lessee will pay the excess cost. If the Award exceeds the
cost of the Restoration, the excess will be paid to Lessee.

     (c) If there occurs a Taking of any portion of any Site for temporary use,
then this Agreement will remain in full force and effect as to such Site for the
remainder of the Term as to such Site; provided that, notwithstanding anything
to the contrary contained in this Agreement, during such time as Lessee will be
out of possession of such Site, if a Master Lease Site, or unable to operate
such Site, if a Pre-Lease Site, by reason of such Taking, the failure to keep,
observe, perform, satisfy and comply with those terms and conditions of this
Agreement compliance with which are effectively impractical or impossible as a
result of Lessee's being out of possession or unable to operate (as applicable)
such Site will not be an event of default under this Agreement. The Award for
any such temporary Taking payable for any period prior to the Site Expiration
Date will be paid to Lessee and, for any period thereafter, to Lessor.


                                       50



     (d) If there occurs a Taking of any Sprint Collocation Space of any Site or
any portion of such Sprint Collocation Space, for temporary use, then this
Agreement will remain in full force and effect as to such Site for the remainder
of the then-current Term; provided that, notwithstanding anything to the
contrary contained in this Agreement, during such time as Sprint Collocator will
be out of possession of such Sprint Collocation Space by reason of such Taking,
the failure by Sprint Collocator to keep, observe, perform, satisfy, and comply
with these terms and conditions of this Agreement compliance with which are
effectively impractical or impossible as a result of Sprint Collocator's being
out of possession of such Sprint Collocation Space will not be an event of
default under this Agreement, and, in addition, Sprint Collocator will not be
liable for payment of the Sprint Collocation Charge during the period of the
temporary Taking.

     SECTION 21. WAIVER OF SUBROGATION; INDEMNITY.

     (a) Except as provided in this Agreement, to the extent permitted by
applicable Law, Lessor, Lessee and Sprint Collocator hereby waive any and all
rights of recovery, claim, action or cause of action against each other, their
respective agents, officers and employees, for any loss or damage that may occur
to any Site or their respective property at any Site, by reason of fire, the
elements, or any other cause insured against, or required to be insured against,
under the terms of policies of property insurance maintained, or required to be
maintained, for such Site, by Lessor, Lessee or Sprint Collocator (as the case
may be) under the terms of this Agreement, regardless of cause or origin. In
addition, Lessor, Lessee and Sprint Collocator will cause each such property
insurance policy carried by them insuring the their respective property at each
Site to provide that the insurer waives all rights of recovery by way of
subrogation against any other Party hereto in connection with any loss or damage
covered by the policy.

     (b) Subject to the provisions of Section 21(a) above, Lessee agrees to
indemnify and to hold each Sprint Indemnitee harmless from any and all Claims
suffered or incurred by such Sprint Indemnitee by reason of, or arising out of
(i) any default, breach, performance or nonperformance by Lessee of its
respective obligations and covenants under this Agreement, including, without
limitation, Sections 13, 15 and 18; (ii) any Claims against any Sprint
Indemnitee arising out of or resulting from (x) Lessee's use, operation,
maintenance or occupancy of any part of the Site in violation of the terms of
this Agreement or (y) any Tower Subtenant's use, operation, maintenance or
occupancy of its Communications Facility in violation of the terms of this
Agreement; (iii) any failure of Lessee to comply with any applicable Laws or
with the directives of the FCC and FAA that Lessee is required to comply with
pursuant to this Agreement or under applicable Laws; (iv) any Claims arising out
of or resulting from Lessee's acts or omissions, or the acts or omissions of any
of their respective agents, employees, engineers, contractors, subcontractors,
licensees, or invitees; and (v) any other provision of this Agreement which
provides that Lessee will indemnify and hold harmless any Sprint Indemnitee in
respect of the matters contained in such provision. If any action or proceeding
is brought against any Sprint Indemnitee by reason of any such Claim, Lessee
upon notice from such Sprint Indemnitee, covenants and agrees to defend such
action or proceeding at its expense.

     (c) Subject to the provisions of Section 21(a) above, Sprint Collocator
agrees to indemnify and to hold each Lessee Indemnitee harmless from any and all
Claims with respect to


                                       51



bodily injury, personal injury or property damage suffered or incurred by such
Lessee Indemnitee by reason of, or arising out of (i) any default, breach,
performance or nonperformance of Sprint Collocator's obligations and covenants
under this Agreement; (ii) any Claims against any Lessee Indemnitee arising out
of or resulting from Sprint Collocator's use, operation, maintenance or
occupancy of Sprint's Communications Equipment or any portion of the Site
(including the Sprint Collocation Space) in violation of the terms of this
Agreement, (iii) Sprint Collocator's failure to comply with any applicable Laws
or with the directives of the FCC and FAA as to Sprint's Communications
Equipment; (iv) any Claims against any Lessee Indemnitee arising out of or
resulting from the acts or omissions of Lessor, Sprint Collocator, their
respective Affiliates or any of Sprint Collocator's agents, employees,
engineers, contractors, subcontractors, licensees or invitees; and (v) any other
provision of this Agreement which provides that Sprint Collocator will indemnify
and hold harmless any Lessee Indemnitee in respect of the matters contained in
such provision. If any action or proceeding is brought against any Lessee
Indemnitee by reason of any such Claim, Sprint Collocator, upon notice from such
Lessee Indemnitee, covenants and agrees to defend such action or proceeding at
its expense.

     SECTION 22. SUBORDINATION OF MORTGAGES.

     All Mortgages which at any time during the Term of this Agreement may be
placed upon such Site or any portion of such Site and all documents and
instruments evidencing and securing any Secured Lessee Loan, shall be subject
and subordinate to the terms and conditions hereof.

     SECTION 23. ENVIRONMENTAL COVENANTS.

     (a) For purposes of this Agreement, the following terms will have the
following meanings: (i) "HAZARDOUS MATERIAL" or "HAZARDOUS MATERIALS" means and
includes petroleum products, flammable explosives, radioactive materials,
asbestos or any material containing asbestos, polychlorinated biphenyls, or any
hazardous, toxic or dangerous waste, substance or material defined as such or
defined as a hazardous substance or any similar term, by, in or for the purposes
of the Environmental Laws, including, without limitation Section 101(14) of
CERCLA (hereinafter defined); provided, that the term "HAZARDOUS MATERIALS" will
exclude quantities of materials or substances maintained by Lessor, Sprint
Collocator, its Affiliates, Lessee and Tower Subtenants on or about any Site
(including Tower and Improvements on such Site) in the ordinary course of
business, so long as such materials are maintained in accordance with the
applicable Environmental Laws: (ii) "RELEASE" will have the meaning given such
term, or any similar term, in the Environmental Laws, including, without
limitation Section 101(22) of CERCLA; and (iii) "ENVIRONMENTAL LAW" or
"ENVIRONMENTAL LAWS" will mean any "SUPER FUND" or "SUPER LIEN" Law, or any
other federal, state or local statute, Law, ordinance, code, rule, regulation,
order or decree, regulating, relating to or imposing liability or standards of
conduct concerning any Hazardous Materials as may now or at any time hereafter
be in effect, including, without limitation, the following, as same may be
amended or replaced from time to time, and all regulations promulgated under or
in connection with: the Superfund Amendments and Reauthorization Act of 1986;
The Comprehensive Environmental Response, Compensation and Liability Act of
1980; The Clean Air Act; The Clean Water Act; The Toxic Substances Control Act;
The Solid Waste Disposal Act, as amended by the Resource Conversation and
Recovery Act; The Hazardous Materials Transportation Act; and The Occupational
Safety and Health Act of 1970.


                                       52



     (b) Lessee covenants and agrees that: (i) Lessee will not conduct or allow
to be conducted upon any Site any business operations or activities, or employ
or use a Site, to generate, manufacture, refine, transport, treat, store,
handle, dispose of, transfer, produce, or process Hazardous Materials; provided,
that Lessee will have the right to bring, use and keep and allow any Tower
Subtenant to bring and keep on any Site in compliance with all applicable Laws,
batteries, generators and associated fuel tanks and other substances commonly
used in the industry necessary for the operation and maintenance of each Site;
(ii) Lessee will carry on its business and operations at each Site in compliance
in all respects with, and will remain in compliance with, all applicable
Environmental Laws and will ensure that all Tower Subtenants do the same: (iii)
Lessee will not create or permit to be created any Lien against any Site for the
costs of any response, removal or remedial action or clean-up of Hazardous
Materials; (iv) Lessee will promptly conduct and complete all investigations,
studies, sampling and testing, and all remedial, removal, and other actions
necessary to clean up and remove all Hazardous Materials on, from or affecting
each Site in accordance with all applicable Environmental Laws; and (v) Lessee
will promptly notify Lessor and Sprint Collocator in writing if Lessee receives
any notice, letter, citation, order, warning, complaint, claim or demand that:
(w) Lessee or any Tower Subtenant has violated, or is about to violate, any
Environmental Law, (x) there has been a Release or there is a threat of Release,
of Hazardous Materials at or from the applicable Site, (y) Lessee or any Tower
Subtenant may be or is liable, in whole or in part, for the costs of cleaning
up, remediating, removing or responding to a Release of Hazardous Materials, or
(z) a Site are subject to a Lien favor of any Governmental Authority for any
liability, cost or damages under any Environmental Law.

     (c) Lessor covenants and agrees that: (i) Lessor will not conduct, or allow
any Person under the direction or control of Lessor, upon any Site any business
operations or activities, or employ or use a Site, to generate, manufacture,
refine, transport, treat, store, handle, dispose of, transfer, produce, or
process Hazardous Materials; (ii) Lessor will carry on its business and
operations at each Site, if any, in compliance in all respects with, and will
remain in compliance with, all applicable Environmental Laws; and (iii) Lessor
will not create, or permit any Person under the direction or control of Lessor
to create, any Lien against any Site, including for the costs of any response,
removal or remedial action or clean-up of Hazardous Materials; Lessor will
promptly notify Lessee if Lessor receives any notice, letter, citation, order,
warning, complaint, claim or demand that: (w) Lessor or any Tower Subtenant has
violated, or is about to violate, any Environmental Law, (x) there has been a
Release or there is a threat of Release, of Hazardous Materials at or from the
applicable Site, (y) Lessee, Lessor or any Tower Subtenant may be or is liable,
in whole or in part, for the costs of cleaning up, remediating, removing or
responding to a Release of Hazardous Materials, or (z) a Site is subject to a
Lien favor of any Governmental Authority for any liability, cost or damages
under any Environmental Law.

     (d) Lessor agrees to indemnify and hold the Lessee Indemnitees harmless
from and against any and all Claims, including Claims of any and every kind
whatsoever paid, incurred, suffered by, or asserted against the Lessee
Indemnitees or the Sprint Collocation Space of any Site for, with respect to, or
as a result of the violation or breach of, or the failure of Lessor or Sprint
Collocator to fully and completely keep, observe, satisfy, perform and comply
with, any agreement, term, covenant, condition, requirement, provision or
restriction of Section 23(c);


                                       53



     (e) Sprint Collocator covenants and agrees that as to each Site upon which
it leases or otherwise uses or occupies any Sprint Collocation Space: (i) Sprint
Collocator will not conduct or allow to be conducted upon any such Sprint
Collocation Space of any Site any business operations or activities, or employ
or use a Sprint Collocation Space of any Site, to generate, manufacture, refine,
transport, treat, store, handle, dispose of, transfer, produce, or process
Hazardous Materials; provided, that Sprint Collocator will have the right to
bring, use and keep on the Sprint Collocation Space of any Site in compliance
with all applicable Laws, batteries, generators and associated fuel tanks and
other substances commonly used in the industry necessary for the operation and
maintenance of each Sprint Collocation Space of any Site; (ii) Sprint Collocator
will carry on its business and operations on the Sprint Collocation Space of any
Site in compliance in all respects with, and will remain in compliance with, all
applicable Environmental Laws unless non-compliance results from the acts or
omissions of Lessee or any Tower Subtenant; (iii) Sprint Collocator will not
create or permit to be created any Lien against any Sprint Collocation Space of
any Site for the costs of any response, removal or remedial action or clean-up
of Hazardous Materials unless non-compliance results from the acts or omissions
of Lessee or any Tower Subtenant; (iv) to the extent such Hazardous Materials
were deposited by Sprint Collocator, Sprint Collocator will promptly conduct and
complete all investigations, studies, sampling and testing, and all remedial,
removal, and other actions necessary to clean up and remove all Hazardous
Materials on, from or affecting the Sprint Collocation Space of each Site in
accordance with all applicable Environmental Laws; and (v) Sprint Collocator
will promptly notify Lessee in writing if Sprint Collocator receives any notice,
letter, citation, order, warning, complaint, claim or demand that: (w) Sprint
Collocator has violated, or is about to violate, any Environmental Law, (x)
there has been a Release or there is a threat of Release, of Hazardous Materials
at or from the Sprint Collocation Space of any Site, (y) Sprint Collocator may
be or is liable, in whole or in part, for the costs of cleaning up, remediating,
removing or responding to a Release of Hazardous Materials, or (z) the Sprint
Collocation Space of any Site is subject to a Lien in favor of any Governmental
Authority for any liability, cost or damages under any Environmental Law.

     (f) Except to the extent arising or resulting from the acts or omissions of
Lessor or Sprint Collocator, Lessee agrees to indemnify and hold the Sprint
Indemnitees harmless from and against any and all Claims, including Claims of
any and every kind whatsoever paid, incurred, suffered by, or asserted against
the Sprint Indemnitees or any Site for, with respect to, or as a result of the
following: (i) the presence in, on, over or under, or the escape, seepage,
leakage, spillage, discharge, emission or Release on or from any Site of any
Hazardous Materials that occurs after the Effective Date and prior to the
applicable Site Expiration Date or earlier date of termination of this
Agreement; (ii) the violation of any Environmental Laws relating to or affecting
any Site that occurs after the Effective Date (relating to a condition first
existing after the Effective Date) and prior to the applicable Site Expiration
Date or earlier date of termination of this Agreement; (iii) a Release of any
Hazardous Materials or the violation of any of the Environmental Laws that
occurs after the Effective Date and prior to the applicable Site Expiration Date
or earlier date of termination of this Agreement in connection with any other
property owned, operated or used by or on behalf of Lessee, which violation or
Release gives or may give rise to any rights whatsoever in any Party with
respect to any Site by virtue of any of the Environmental Laws; (iv) any
warranty or representation made by Lessee in this Section 23 is or becomes false
or untrue in any material respect; or (v) the violation or breach of, or the


                                       54



failure of Lessee to fully and completely keep, observe, satisfy, perform and
comply with, any agreement, term, covenant, condition, requirement, provision or
restriction of this Section 23.

     (g) Except to the extent arising or resulting from the acts or omissions of
Lessee or a Tower Subtenant, Sprint Collocator agrees to indemnify and hold the
Lessee Indemnitees harmless from and against any and all Claims, including
Claims of any and every kind whatsoever paid, incurred, suffered by, or asserted
against the Lessee Indemnitees or the Sprint Collocation Space of any Site for,
with respect to, or as a result of the violation or breach of, or the failure of
Sprint Collocator to fully and completely keep, observe, satisfy, perform and
comply with, any agreement, term, covenant, condition, requirement, provision or
restriction of Section 23(e).

     (h) Notwithstanding anything to the contrary in this Agreement, in the
event any Claim of a type giving rise to indemnification obligations under this
Section 23 is asserted against a Lessee Indemnitee and it cannot be readily
determined that it was the act or omission of Lessor or Sprint Collocator or its
Affiliate that gave rise to such Claim, it will be assumed for all purposes of
this Section 23 that it was Lessee's or a Tower Subtenant's act or omission,
Lessee will indemnify the Sprint Indemnitees in respect of such Claim pursuant
to Section 23(e), and neither Lessor nor Sprint Collocator will have any
obligation or liability to any Lessee Indemnitee in respect of such Claim unless
and until it is finally determined that Lessor's or Sprint Collocator's act or
omission gave rise to such Claim. The provisions of this Section 23 will survive
the applicable Site Expiration Date or earlier termination of this Agreement.
The foregoing provisions of this Section 23 are not intended to limit the
generality of any of the other provisions of this Agreement.

     (i) During the Term, for any dispute or litigation that arises during the
Term in connection with any Ground Lessor, Ground Lease, Collocation Agreement,
Tower Subtenant or any other issue relating to the operation of the Sites
(collectively, "DISPUTES"), Lessee shall have the right to control, prosecute,
settle and/or compromise such Disputes; provided that Lessee shall not settle or
compromise such Disputes (i) for which Lessee is seeking a claim for
indemnification under the Agreement to Lease, (ii) which would increase the
amounts owed under any Ground Lease or Collocation Agreement during the Term,
which amounts Lessee is not obligated to pay hereunder during the Term, or (iii)
result in the termination of any Ground Lease, without Lessor's consent (not to
be unreasonably withheld, conditioned or delayed); provided further that if
Lessor does reasonably withhold such consent, Lessee shall nevertheless have the
right to settle and/or compromise such Dispute at Lessee's own expense. Upon
request, Lessee shall keep Lessor reasonably informed of the status and of the
activities relating to the Disputes. Lessee shall not be required to seek the
consent of Lessor to settle any matter with a Ground Lessor that relates to the
amount of a Revenue Sharing Payment, and such settlement shall not diminish
Sprint Collocator's obligations under Section 11(g) with respect thereto.

     SECTION 24. INSURANCE.

     (a) For each Site, Lessee will procure, and will maintain in full force and
effect at all times during the Term as to the applicable Site, the following
types of insurance with respect to each Site, including the Tower and
Improvements on such Site (but excluding Sprint's Communications Equipment),
paying as the same become due all premiums for such insurance:


                                       55



          (i) commercial general public liability insurance insuring against all
     liability of Lessee and Lessee's officers, employees, agents, licensees and
     invitees arising out of, by reason of or in connection with the use,
     occupancy or maintenance of each Site (including Tower and the
     Improvements), in an amount of not less than $1,000,000 for bodily injury
     or property damage or as a result of one occurrence, and not less than
     $2,000,000 for bodily injury or property damage in the aggregate;

          (ii) umbrella or excess liability insurance with limits not less than
     $5,000,000 per occurrence and in the aggregate;

          (iii) property insurance in an amount not less than full replacement
     cost of the Tower and Improvements of each Site, against direct and
     indirect loss or damage by fire and all other casualties and risks covered
     under "ALL RISK" insurance respecting the Tower and Improvements (but
     excluding any of Sprint's Communications Equipment and Sprint's
     Improvements); and

          (iv) workers' compensation insurance covering all employees of Lessee
     and any employees of its Affiliates performing activities on the Site.

     (b) Lessee will pay all premiums for the insurance coverage which Lessee is
required to procure and maintain under this Agreement. Each insurance policy (i)
will name Lessor and Sprint Collocator as an additional insured; provided, that
such requirement will only apply to liability policies and will have no
application to workers' compensation policies; and (ii) will provide that the
policy cannot be canceled as to Lessor or Sprint Collocator except after the
insurer gives Lessor or Sprint Collocator, as applicable, thirty (30) days'
written notice of cancellation. For each Site, Lessee will deliver to Lessor and
Sprint Collocator certificates of insurance evidencing the existence of all
insurance which Lessee is required to maintain hereunder, such delivery to be
made promptly after such insurance is obtained (but not later than the Effective
Date) and not later than the date which is thirty (30) days prior to the
expiration date of any such insurance.

     (c) Sprint Collocator will procure, and will maintain in full force and
effect at all times during the Term, the following types of insurance with
respect to its Sprint Collocation Space at the Sites, paying as the same become
due all premiums for such insurance:

          (1) commercial general public liability insurance insuring against all
     liability of Sprint Collocator and its officers, employees, agents,
     licensees and invitees arising out of, by reason of or in connection with
     the use, occupancy or maintenance of the Sprint Collocation Space of each
     Site, in an amount of not less than $1,000,000 for bodily injury or
     property damage or as a result of one occurrence, and not less than
     $2,000,000 for bodily injury or property damage in the aggregate;

          (2) umbrella or excess liability insurance with limits not less than
     $5,000,000 per occurrence and in the aggregate; and

          (3) workers' compensation insurance covering all employees of Sprint
     Collocator or its Affiliates.


                                       56



     (d) Sprint Collocator will pay all premiums for the insurance coverage
which Sprint Collocator is required to procure and maintain under this
Agreement. Each insurance policy (i) will name Lessee as an additional insured;
provided, however, that such requirement will only apply to liability policies
and will have no application to workers' compensation policies; and (ii) will
provide that the policy cannot be canceled as to Lessee except after the insurer
gives Lessee thirty (30) days' written notice of cancellation. Sprint Collocator
will deliver to Lessee certificates of insurance evidencing the existence of all
insurance which Sprint Collocator is required to maintain hereunder, such
delivery to be made promptly after such insurance is obtained (but not later
than the Effective Date) and not later than the date which is thirty (30) days
prior to the expiration date of any such insurance.

     (e) All policy amounts set forth in this Section 24 will be evaluated and
increased (if necessary) every five (5) years during the Term of this Agreement
to such amounts as are customarily carried by prudent landlords and tenants in
the telecommunications industry to insure risks associated with their respective
interests in facilities comparable to the Sites. All policies of insurance
required under this Section 24 will be written on companies rated "A:VII" by AM
Best or a comparable rating and licensed in the State where the applicable Site
to which such insurance applies is located.

     (f) Neither Lessee nor Sprint Collocator will, on its own initiative or
pursuant to the request or requirement of any Tower Tenant or other Person, take
out separate insurance concurrent in form or contributing in the event of loss
with that required to be carried by such Party in this Section 24, unless the
other Party is named in the policy as an additional insured. Each Party will
immediately notify the other Party whenever any such separate insurance is taken
out and will deliver to the other Party original certificates evidencing the
same.

     SECTION 25. SPRINT RIGHT OF ALTERATION AND SUBSTITUTION.

     (a) Except as otherwise provided in this Agreement, Sprint Collocator will
have the right (for the benefit of itself or its Affiliates) to modify and/or
replace, at Sprint Collocator's expense, Sprint's Communications Equipment at
any Site so long as any such modification or replacement does not entail the
installation of Communications Equipment on any portion of the Tower located
outside the Sprint Tower Envelope that (i) materially differs in type or use
from Sprint's Communications Equipment then located on the Tower at such Site,
(ii) exceeds any limitations contained in Section 6(a), (iii) impairs the
structural integrity of the Tower or (iii) violates the provisions of Section
15. If at any Site Sprint Collocator desires to modify or replace any
Communications Equipment on the Tower with Communications Equipment that
materially differs in type or use from Sprint's Communications Equipment then
located at such Site, such modification or replacement Communications Equipment
may be installed only with the consent of Lessee, which consent shall not be
unreasonably withheld (and in connection with such consent Lessee may require
the that Sprint Collocator comply with a reasonable application process and
perform such testing and analysis at the cost of Sprint Collocator as would be
customary in accordance with industry standard requirements). Sprint Collocator
at any Site also will have the right, at its cost and expense, to make any
Alterations to the Site that it reasonably deems necessary to increase the
capacity of or otherwise augment, strengthen or enhance a Tower, subject,
however in the case of any structural Alterations to the submission of plans and
specifications to Lessee at least thirty (30) days prior to undertaking any such
Alteration, and the


                                       57



written approval of Lessee, not to be unreasonably withheld. Any Alterations to
a Site shall not adversely impact any existing Tower Subtenant or materially
diminish the marketability of space at a Site to future tower subtenants, have
the practical effect of limiting the number of potential Tower Subtenants or the
amount of Available Space on the Tower for potential use by prospective Tower
Subtenants, or otherwise diminish in any material respect the value of such
Site.

     (b) Notwithstanding anything to the contrary contained in this Agreement,
if during the Term, within fifteen (15) Business Days after request by Sprint
Collocator, Lessee will notify Sprint Collocator whether there is any Available
Space in respect of any Site. If any such Available Space then exists, Sprint
Collocator will have the Right of Substitution (for the benefit of itself or any
of its Affiliates) as to such Available Space if, in the reasonable judgment of
Lessee, such relocation will not (i) impair the structural integrity of the
Tower (and in connection with any exercise of the Substitution Right Lessee may
require that Sprint Collocator perform such testing and analysis at the cost of
Sprint Collocator as would be customary in accordance with industry standard
requirements in connection with such exercise) or cause interference in
violation of Section 15 with the Communications Equipment of any Tower Subtenant
or diminish the structural ability of the Tower to hold additional Tower
Subtenants (it being acknowledged and agreed, however (but subject to clause
(ii) immediately below), that Sprint Collocator shall be entitled to use at all
times the weight and wind loading equivalent of the Sprint Tower Envelope), or
(ii) have the practical effect of limiting the number of potential Tower
Subtenants at such Site (as compared prior to such Substitution or the rent
payable by such Tower Subtenants), provided, that Lessee may prevent Sprint
Collocator from exercising its Right of Substitution if such exercise would
cause a configuration of space that may reasonably be expected to limit Lessee's
revenue at any particular Site, including avoiding having any so-called "orphan"
space on a Tower (but with the assumption that no space on the Tower is more
expensive to rent because of its location of the Tower). If Sprint Collocator
elects to exercise its Right of Substitution, then, upon completion of the
relocation, at Sprint Collocator's expense, of the Communications Equipment and
Improvements of Sprint Collocator or its Affiliate on the Site, the previously
existing Sprint Collocation Space of the applicable Site will automatically be
released by Sprint Collocator or its Affiliate and become a part of the
Available Space of such Site (and Sprint Collocator shall deliver (or cause its
Affiliates to deliver) such space in good condition, repair and order,
reasonable wear and tear excepted, and shall remove all of Sprint's
Communications Equipment therefrom and restore any damage thereto caused by,
through or under any member of the Sprint Group), subject to the terms of this
Agreement, and concurrently therewith, the Available Space on such Site to which
the Communications Equipment and Improvements of Sprint Collocator or its
Affiliate has been relocated (but in no event shall such space be larger than
the Sprint Tower Envelope) will automatically become and constitute the Sprint
Collocation Space (provided, however, that if Sprint Collocator will maintain
Communications Equipment of less than the equivalent weight and wind loading of
nine (9) 1'x 6' panel antennas on the Tower at such Site as of the effective
date of such relocation, the Sprint Collocation Space will contain an additional
portion of such Tower so that the Sprint Collocation Space will contain the
entire amount of the Sprint Tower Envelope to the extent there is adequate
contiguous space available on the Tower as of the effective date of such
relocation) subject to Section 6; provided, however, that the weight and wind
loading criteria for such Sprint Collocation Space shall continue to be the same
as existed prior to the exercise of the Right of Substitution. The Parties will
at Sprint Collocator's sole cost and expense promptly execute such


                                       58



instruments as may be reasonably required to further evidence such Substitution,
including without limitation an amendment to Exhibit A or the applicable Site
Designation Supplement. Sprint Collocator will, at its cost and expense,
complete the relocation of its Communications Equipment.

     SECTION 26. ASSIGNMENT AND SUBLETTING.

     (a) Without the prior written consent of Lessor, Lessee may not assign this
Agreement or any of Lessee's rights under this Agreement in whole or in part, or
sublease or grant concessions or licenses or other rights for the occupancy or
use of all or any portion of any Site; provided, that, subject to any required
consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may
lease, sublease, license or otherwise make available Available Space to Tower
Subtenant for the purpose of the installation, operation and maintenance of
Communications Equipment as contemplated by, and subject to the applicable terms
and provisions of, this Agreement (and in such event Lessee will not be released
from, and will remain fully and completely liable for, payment and performance
of all of its duties, obligations and liabilities under this Agreement); (ii)
Lessee may (A) assign this Agreement in whole or in part to any Qualifying
Lessee Transferee or (B) assign all or any portion of its rights with respect to
a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as
contemplated by Section 41; provided that in the case of the transactions
described in clauses (A) and (B) immediately above the assignee of Lessee must
assume and agree to perform all of Lessee's obligations hereunder to the extent
of such assignment. In the case of an assignment of this Agreement in connection
with any transaction described in clause (B) above (other than an assignment to
a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and
after execution of a Severance Lease, Lessee shall be released from all
obligations with respect to the Sites that are leased or pre-leased under such
Severance Lease), Lessee will not be released from, and will remain fully and
completely liable for payment and performance of, all its duties, obligations
and liabilities under this Agreement. Upon any assignment permitted above to a
Qualifying Lessee Transferee, the obligations of Lessee under this Agreement
with respect to the Sites that are the subject of the assignment will cease and
terminate to the extent of such assignment, and Lessor and Sprint Collocator
will look only and solely to the Person that is the Qualifying Lessee Transferee
of Lessee's interest under this Agreement as to such Sites for performance of
all of Lessee's duties and obligations under this Agreement with respect to such
Sites from and after the date of the assignment. Notwithstanding the foregoing,
Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the
Lessee Lender with respect thereto will have the right to exercise remedies
under any such Mortgage in a manner consistent with the provisions of this
Agreement and any other agreement between Lessee, Lessor and Sprint Collocator
made in connection with this transaction.

     (b) Except as expressly permitted under this Section 26(b), Sprint
Collocator may not assign sell, convey, transfer, sublease or otherwise dispose
of this Agreement or any of its rights under this Agreement in whole or in part,
or sublease or grant concessions or licenses or other rights for the occupancy
or use of all or any portion of any Site without the consent of Lessee. Sprint
Collocator, only in the aggregate, may sell, convey, transfer, assign, sublease,
or otherwise dispose of their interests in the Sprint Collocation Space as a
whole, not in part, without the consent of Lessee, to a successor Person by way
of merger, consolidation, or other reorganization or to any Person acquiring
substantially all of the assets of Sprint Collocator and


                                       59



which Person is a wireless communications end user who intends to use
substantially all of the Sprint Collocation Space for its own wireless
communications business. In addition, Sprint Collocator will have the
unrestricted right during the Term to sell, convey, transfer, assign, sublease
or otherwise dispose of Sprint Collocator's interest in and to the Sprint
Collocation Space at any Site, in whole or in part, without the consent of
Lessee to (i) any Affiliate, or (ii) such Person who is (A) not, and none of
whose Affiliates are, a Lessee Competitor, and (B) is a wireless communication
end user in any geographic market in which Sprint Collocator has ceased to
operate or will cease to operate after the consummation of transaction that is
the subject of the assignment and subletting (collectively, a "SPRINT MARKET
ASSIGNEE"), who intends to use such Site solely for its own wireless
communications business, provided that such Sprint Market Assignee enters into a
master collocation agreement with Lessee, in the form of the then most recent
master collocations agreement between Lessee (or its Affiliates) and the Sprint
Market Assignee (or its Affiliates), or if none exists, in the form of the most
recent master collocation agreement between Global Parent (or its Affiliates)
and Sprint, or if none exists, a then market standard collocation agreement,
except that the term and Withdrawal Rights of the Sprint Market Assignee shall
reflect the term and Withdrawal Rights then applicable to the Sites that are the
subject of such assignment (and the rent shall be described in the next
following sentence), and the Sprint Market Assignee shall have no further rights
hereunder and, upon such assignment, Sprint Collocator shall vacate such Site,
and upon vacating such Site and removing the Sprint Communications Equipment
from same and restoring the Sprint Collocation Space to the condition required
by this Agreement, Sprint Collocator shall be relieved of its obligations to pay
the Sprint Collocation Charge with respect to such Site (each such transaction
described in the foregoing provisions of this Section 26(b) being a "SPRINT
TRANSFER"). If, pursuant to any assignment, sublease, conveyance, transfer or
other disposition permitted by this Agreement to a Sprint Market Assignee,
Sprint Collocator is no longer the tenant of Sprint Collocation Space, the
applicable Sprint Collocation Charge payable shall be an amount equal to the
product of (x) the then current Sprint Collocation Charge and (y) 1.25 and the
foregoing shall thereafter be subject to annual adjustment as provided for in
Section 11(b). If Sprint Collocator effects a Sprint Transfer, then, in the case
of a Sprint Transfer to a Qualifying Sprint Transferee, the obligations of
Sprint Collocator with respect to the portion of the Sprint Collocation Space
that is the subject of the Sprint Transfer will cease and terminate, and Lessee
will look only and solely to the Person that is the Qualifying Transferee of
Sprint Collocator's interest in and to such portion of the Sprint Collocation
Space for performance of all of the duties and obligations of Sprint Collocator
under this Agreement with respect to such Sprint Collocation Space from and
after the date of the Sprint Transfer. Otherwise, in the event of any Sprint
Transfer, Sprint Collocator shall remain liable under this Agreement for the
performance of Sprint Collocator's duties and obligations hereunder as to such
applicable Sprint Collocation Space that is the subject of the Sprint Transfer.

     (c) Subject to Section 26 and Section 36, neither Lessor nor any Sprint
Additional Party shall, or shall permit any Affiliate thereof to sell, convey,
transfer, assign, sublease, encumber, mortgage or otherwise hypothecate or
dispose of its interest in and to any Site, or grant concessions or licenses or
other rights for the occupancy or use of all or any portion of any Site, during
the Term.


                                       60



     (d) Each Party hereby agrees that any attempt of any Party to assign its
interest in this Agreement or any of its rights under this Agreement, in whole
or in part, in violation of this Section 26 will constitute a default under this
Agreement and will be null and void ab initio.

     SECTION 27. ESTOPPEL CERTIFICATE.

     Each Party, from time to time upon thirty (30) days' prior request by any
other Party, will execute, acknowledge and deliver to the requesting Party, or
to a Person designated by such requesting Party, a certificate stating that this
Agreement is unmodified and in full effect (or, if there have been
modifications, that this Agreement is in full effect as modified, and setting
forth such modifications) and the dates to which Rent, Pre-Lease Rent, Sprint
Collocation Charges and other sums payable under this Agreement have been paid,
and either stating that to the knowledge of the signer of such certificate no
default exists under this Agreement or specifying each such default of which the
signer has knowledge. The requesting Party, at such Party's cost and expense,
will cause such certificate to be prepared for execution by the requested Party.
Any such certificate may be relied upon by any prospective Mortgagee or
purchaser of any portion of a Site.

     SECTION 28. HOLDING OVER.

     (a) If Lessee remains in possession of the Leased Property of any Master
Lease Site after expiration or termination of the Term as to such Master Lease
Site without any express written agreement by Lessor, then Lessee will be and
become a tenant at sufferance, and there will be no renewal or extension of the
Term as to such Master Lease Site by operation of Law.

     (b) If during the Term of this Agreement Sprint Collocator remains in
possession of the Sprint Collocation Space of any Site after expiration or
termination of Sprint Collocator's leaseback of or other right to use and occupy
the Sprint Collocation Space at such Site without any express written agreement
by Lessee, then Sprint Collocator will be a month-to-month tenant with the
monthly Sprint Collocation Charge equal to one hundred fifty percent (150%) of
the monthly Sprint Collocation Charge last applicable to the Sprint Collocation
Space and subject to all of the other terms set forth in this Agreement, and
there will be no renewal or extension of this Agreement as to the lease of the
Sprint Collocation Space by operation of Law.

     SECTION 29. RIGHTS OF ENTRY AND INSPECTION.

     (a) Lessor and Sprint Collocator and their respective representatives,
agents and employees, at such Person's sole cost and expense, will be entitled
to enter any portion of any Site at all reasonable times and with advance notice
in accordance with and to the extent required under Section 6(a) for the
purposes of inspecting such Site, making any repairs or replacements or
performing any maintenance, and performing any work on the Site, to the extent
required or permitted by this Agreement. Nothing in this Section 29 will imply
or impose any duty or obligation upon Lessor or Sprint Collocator to enter upon
any Site at any time for any purpose, or to inspect any Site at any time, or to
perform, or pay the cost of, any work which Lessee is required to perform under
any provision of this Agreement, and neither Lessor nor Sprint Collocator has
any such duty or obligation.


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     (b) Sprint Collocator will permit Lessee and Lessee's representatives to
inspect Sprint's Communications Equipment located on the Tower in accordance
with industry standard practices to ascertain compliance with the provisions of
this Agreement. Except in the event of an Emergency only, and only for the
purposed of making repairs or replacements to address such Emergency, Lessee
shall not be entitled to have access to or inspect any other of Sprint's
Communications Equipment. Nothing in this Section 29 will imply or impose any
duty or obligation upon Lessee to enter upon any Site at any time for any
purpose, or to inspect the Leased Property at any time, or to perform, or pay
the cost of, any work which Sprint Collocator or its Affiliates is required to
perform under any provision of this Agreement, and Lessee has no such duty or
obligation. Sprint Collocator agrees to indemnify and hold the Lessee
Indemnitees harmless from and against and in respect of any and all Claims,
paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner
arising out of, by reason of, or in connection with any entry onto any Site by
Sprint Collocator or any of its Affiliates, employees, agents, contractors,
subcontractors, engineers, agents, advisors, consultants or representatives.

     SECTION 30. RIGHT TO ACT FOR LESSEE.

     (a) In addition to and not in limitation of any other remedy Lessor or
Sprint Collocator may have under this Agreement, if Lessee fails to make any
payment or to take any other action (or to cause any Tower Subtenant to take any
action) when and as required under this Agreement, subject to the following
sentence, Lessor or Sprint Collocator may, without demand upon Lessee and
without waiving or releasing Lessee from any duty, obligation or liability under
this Agreement, make any such payment or take any such other action required of
Lessee. Unless Lessee's failure results in or relates to an Emergency, Lessor or
Sprint Collocator, as applicable, will give Lessee at least ten (10) days prior
written notice of Lessor's or Sprint Collocator's intended action and Lessee
will have the right to cure such failure within such ten (10) day period unless
the same is not able to be remedied in such ten (10) day period, in which event
such ten (10) day period will be extended, provided Lessee has commenced such
cure within such ten (10) day period and continuously prosecutes the performance
of the same to completion with due diligence. No notice will be required in the
event of an Emergency. The actions which Lessor or Sprint Collocator may take
will include, but are not limited to, the performance of maintenance or repairs
and the making of replacements to the Towers and Improvements on each Site (and
Lessor or Sprint Collocator, as applicable, will have full access to the Sites
for such purpose), the payment of insurance premiums which Lessee is required to
pay under this Agreement, the payment of Ground Rent which Lessee is required to
pay under the Ground Leases and the payment of Taxes which Lessee is required to
pay under this Agreement. Lessor or Sprint Collocator may pay all incidental
costs and expenses incurred in exercising its rights under this Agreement,
including, without limitation, reasonable attorneys' fees and expenses,
penalties, re-instatement fees, late charges, and interest. An amount equal to
one hundred twenty percent (120%) of the total amount of the costs and expenses
(including salaries and benefits of employees) incurred by Lessor or Sprint
Collocator in accordance with this Section 30 is referred to as the
"REIMBURSABLE MAINTENANCE EXPENSES", and will be due and payable by Lessee upon
demand and bear interest at the rate of twelve percent (12%) per annum from the
date five (5) days after demand until paid by Lessee.

     (b) For purposes of this Section 30, the term "EMERGENCY" means any event
that causes, has caused or is likely to cause: (i) any bodily injury, personal
injury or property damage;


                                       62



(ii) the immediate suspension, revocation, termination or any other adverse
effect as to any licenses and/or permits; or (iii) any material adverse effect
on the ability of Sprint Collocator or its Affiliates, or any Tower Subtenants,
to operate Communications Equipment; or (iv) any failure of any Site to comply
in any material respect with applicable FCC or FAA regulations or other
licensing requirements.

     SECTION 31. DEFAULTS AND REMEDIES.

     (a) The following events constitute events of default by Lessor or any
Sprint Additional Party:

          (i) if Lessor or any Sprint Additional Party (or any Affiliate
     thereof) fails to perform any obligation under any Ground Lease (other than
     any obligation assumed by Lessee hereunder) that results in a default or
     breach under such Ground Lease and such failure continues (x) for more ten
     (10) days, or (y) if the cure period under such Ground Lease for such
     default or breach (A) is less than ten (10) days, such lesser period of
     time or, (B) is greater than ten (10) days, such greater period of time, in
     each case after written notice from Lessee;

          (ii) if Lessor or any Sprint Additional Party (or any Affiliate
     thereof) violates or breaches, or fails to observe, keep, satisfy, perform
     and comply with, any material agreement, term, covenant, condition,
     requirement, restriction or provision of this Agreement in respect of any
     Site, and (x) Lessor or such Sprint Additional Party or Affiliate thereof
     (as applicable) does not cure such violation, breach or failure within
     thirty (30) days after Lessee gives Lessor written notice of such
     violation, breach or failure (or such lesser period provided herein), or
     (y) such violation, breach or failure (which is not a failure to pay money)
     is incapable of being cured within thirty (30) days, and Lessor or such
     Sprint Additional Party or Affiliate thereof (as applicable) does not
     commence to cure such violation, breach or failure within such thirty (30)
     day period and continuously prosecute the performance of the same to
     completion with due diligence, provided, if any such default causes Lessee
     to be in default under any Collocation Agreement existing prior to the
     Effective Date, the thirty (30) day periods referenced above in this
     Section 31(a)(ii) shall be reduced to such lesser time period as Lessee
     notifies Lessor in writing that Lessee has to comply under such Collocation
     Agreement;

          (iii) if Lessor or any Sprint Additional Party, or any Affiliate
     thereof that is the tenant under a Ground Lease for a Non-Contributable
     Site, becomes insolvent or makes an assignment for the benefit of
     creditors; or if any action is brought by Lessor seeking its dissolution or
     liquidation of its assets or seeking the appointment of a trustee, interim
     trustee, receiver or other custodian for any of its property; or if Lessor
     or any Sprint Additional Party, or any Affiliate thereof that is the tenant
     under a Ground Lease for a Non-Contributable Site, commences a voluntary
     proceeding under the Federal Bankruptcy Code; or if any action or petition
     is otherwise brought by Lessor seeking similar relief or alleging that it
     is insolvent or unable to pay its debts as they mature; or if any action is
     brought against Lessor seeking its dissolution or liquidation of any of its
     assets, or seeking the appointment of a trustee, interim trustee, receiver
     or other custodian for any of its property, and any such action is
     consented to or acquiesced in by Lessor or


                                       63



     any Sprint Additional Party, or any Affiliate thereof that is the tenant
     under a Ground Lease for a Non-Contributable Site, or is not dismissed
     within ninety (90) days after the date upon which it was instituted; or if
     any proceeding under the Federal Bankruptcy Code is instituted against
     Lessor or any Sprint Additional Party, or any Affiliate thereof that is the
     tenant under a Ground Lease for a Non-Contributable Site, and (A) an order
     for relief is entered in such proceeding, or (B) such proceeding is
     consented to or acquiesced in by Lessor or any Sprint Additional Party, or
     any Affiliate thereof that is the tenant under a Ground Lease for a
     Non-Contributable Site, or is not dismissed within ninety (90) days after
     the date upon which it was instituted; or if any action or petition is
     otherwise brought against Lessor seeking similar relief or alleging that it
     is insolvent, unable to pay its debts as they mature or generally not
     paying its debts as they become due, and such action or petition is
     consented to or acquiesced in by Lessor or any Sprint Additional Party, or
     any Affiliate thereof that is the tenant under a Ground Lease for a
     Non-Contributable Site, or is not dismissed within ninety (90) days after
     the date upon which it was brought;

          (iv) if the lease or pre-lease of any Site to Lessee is rejected under
     Section 365 of the Federal Bankruptcy Code;

          (v) the occurrence of any "event of default" by any Additional Master
     Lease Lessor or Additional Master Lease Sprint Additional Party under any
     Cross-Defaulted Master Lease and Sublease will be deemed a separate breach
     hereof and an "event of default" hereunder.

     (b) Upon the occurrence of any event of default by any Sprint Additional
Party or any Affiliate thereof under Sections 31(a)(iii) or 31(a)(iv) or an
event of default under Section 31(a)(v) (provided, solely with respect to an
event of default under Section 31(a)(v), such event of default relates to an
"event of default" by an Additional Master Lease Sprint Additional Party or any
Affiliate thereof under Sections 31(a)(iii) or 31(a)(iv) of a Cross-Defaulted
Master Lease and Sublease), Lessee may terminate Sprint Collocator's rights with
respect to the leaseback or other use and occupancy of the Sprint Collocation
Space at any or all Sites, by giving Sprint Collocator written notice of
termination, and Sprint Collocator's rights with respect to the leaseback or
other use and occupancy of the Sprint Collocation Space at the affected Site(s)
will be terminated thirty (30) days after Sprint Collocator's receipt of such
termination notice, provided, however, this Agreement shall otherwise remain in
full force and effect. Upon the occurrence of any event of default by Lessor or
any Sprint Additional Party or Affiliate thereof under Section 31(a)(i) or
31(a)(ii) in respect of any Site, Lessee may terminate, at its election, Sprint
Collocator's (or its Affiliates) rights with respect to the leaseback or other
use and occupancy of the Sprint Collocation Space at the affected Site, by
giving Sprint Collocator written notice of termination of Sprint Collocator's
(or its Affiliates') rights with respect to the leaseback or other use and
occupancy of the Sprint Collocation Space at the affected Site, and this
Agreement will be terminated as to Sprint Collocator's (or its Affiliates')
rights with respect to Collocation Space at the affected Site thirty (30) days
after Sprint Collocator 's receipt of such termination notice, provided,
however, this Agreement shall otherwise remain in full force and effect.
Additionally, upon the occurrence of events of default not cured during the
applicable time period for curing same (whether of the same or different types)
by any of Lessor, any Sprint Additional Party or any Affiliate thereof under
Section 31(a) and/or by any Additional Master


                                       64



Lease Lessors or Additional Master Lease Sprint Additional Parties or Affiliate
thereof under Section 31(a) of any Cross-Defaulted Master Lease and Sublease,
which defaults hereunder and thereunder are in respect of more than twenty
percent (20%) of the Cross-Defaulted Sites, in the aggregate, during any
consecutive five (5) year period, which (i) results in material harm to the
business and operations of Lessee and the Additional Master Lease Lessees, as a
collective whole, and subject to arbitration under Section 31(h) and Section
31(h) of the other Cross-Defaulted Master Leases and Subleases, as applicable
(it being understood if a right of arbitration is exercised with respect to
whether an "event of default" has occurred under any Cross-Defaulted Master
Lease and Sublease as to any particular "event of default" declared under such
Cross-Defaulted Master Lease and Sublease, such right may not be exercised a
second time hereunder as a result of the fact that such "event of default" is
also an event of default under Section 31(a)(v)), as to any dispute as to
whether any event of default has occurred and is continuing, and (ii) such
default is not the result of any default of Lessee hereunder and/or a default of
an Additional Master Lease Lessee under any other Cross-Defaulted Master Lease
and Sublease or the occurrence of one or more force majeure events, Lessee shall
have the right to (x) purchase all of the Sites and the other Cross-Defaulted
Sites for an aggregate purchase price of $100 by giving Lessor written notice of
its exercise of such purchase option (which notice shall contain a reasonably
specific description of each of such events of default), and such option shall
be exercised pursuant to the provisions of Section 36, mutatis mutandis, and
Section 36 of the Cross Defaulted Master Leases and Subleases, mutatis mutandis,
except that the Option Purchase Price shall be $100 in the aggregate hereunder
and under the Cross-Defaulted Master Lease and Sublease and/or (y) terminate
Sprint Collocator's rights with respect to the leaseback or other use and
occupancy of the Sprint Collocation Space at any or all Sites. Notwithstanding
anything to the contrary contained herein, if Lessor disputes that it is in
default hereunder, and Lessor is determined to be in default pursuant to Section
31(h), if Lessor, within twenty (20) days following a determination that it is
in default under Section 31(h), commences cure of such default and diligently
completes same, an event of default with respect to Lessor shall not be deemed
to have occurred (it being understood that if the underlying "event of default"
occurred under another Cross-Defaulted Master Lease and Sublease, any cure
period shall run and cure right shall only be exercisable under and in
accordance with such Cross-Defaulted Master Lease and Sublease (and not
hereunder)). Any termination by Lessee of Sprint Collocator's rights with
respect to any or all Sites pursuant to this Section 31(b) shall not diminish or
limit any obligation of Sprint Collocator to pay the Sprint Collocation Charge
provided for herein or any other amounts with respect to such Site(s).

     (c) The following events constitute events of default by Sprint Collocator:

          (i) if Sprint Collocator fails to timely pay any portion of the Sprint
     Collocation Charge, and any such failure continues for ten (10) days after
     written notice from Lessee (it being understood the aggregate Sprint
     Collocation Charge is a single non-severable payment with respect to all of
     the Sites);

          (ii) if Sprint Collocator fails to timely pay any other amount payable
     under hereunder not constituting a portion of the Sprint Collocation
     Charge, and such failure continues for ten (10) days after written notice
     from Lessee;


                                       65



          (iii) if Sprint Collocator violates or breaches, or fails to observe,
     keep, satisfy, perform and comply with, any material agreement, term,
     covenant, condition, requirement, restriction or provision of this
     Agreement in respect of any Site, and (x) Sprint Collocator does not cure
     such violation, breach or failure within thirty (30) days after Lessee
     gives Sprint Collocator written notice of such violation, breach or
     failure, or (y) such violation, breach or failure (which is not a failure
     to pay money) is incapable of being cured within thirty (30) days, and
     Sprint Collocator does not commence to cure such violation, breach or
     failure within such thirty (30) day period and continuously prosecute the
     performance of the same to completion with due diligence;

          (iv) if Sprint Collocator becomes insolvent or makes an assignment for
     the benefit of creditors; or if any action is brought by Sprint Collocator
     seeking its dissolution or liquidation of its assets or seeking the
     appointment of a trustee, interim trustee, receiver or other custodian for
     any of its property; or if Sprint Collocator commences a voluntary
     proceeding under the Federal Bankruptcy Code; or if any action or petition
     is otherwise brought by Sprint Collocator seeking similar relief or
     alleging that it is insolvent or unable to pay its debts as they mature; or
     if any action is brought against Sprint Collocator seeking its dissolution
     or liquidation of any of its assets, or seeking the appointment of a
     trustee, interim trustee, receiver or other custodian for any of its
     property, and any such action is consented to or acquiesced in by Sprint
     Collocator or is not dismissed within ninety (90) days after the date upon
     which it was instituted; or if any proceeding under the Federal Bankruptcy
     Code is instituted against Sprint Collocator and (A) an order for relief is
     entered in such proceeding, or (B) such proceeding is consented to or
     acquiesced in by Sprint Collocator or is not dismissed within ninety (90)
     days after the date upon which it was instituted; or if any action or
     petition is otherwise brought against Sprint Collocator seeking similar
     relief or alleging that it is insolvent, unable to pay its debts as they
     mature or generally not paying its debts as they become due, and such
     action or petition is consented to or acquiesced in by Sprint Collocator or
     is not dismissed within ninety (90) days after the date upon which it was
     brought;

          (v) if Sprint Collocator rejects its rights to sublease or right to
     use any Site under Section 365 of the Bankruptcy Code; or

          (vi) the occurrence of any "event of default" by any Additional Master
     Lease Sprint Collocator under any Cross-Defaulted Master Lease and Sublease
     will be deemed a separate breach hereof and an "event of default"
     hereunder.

     (d) Upon the occurrence of any event of default by Sprint Collocator under
Sections 31(c)(i), 31(c)(iv) or 31(c)(v) or an event of default under Section
31(c)(vi) (provided, solely with respect to an event of default under Section
31(c)(vi), such event of default relates to an "event of default" by an
Additional Master Lease Sprint Collocator under Sections 31(c)(i), 31(c)(iv) or
31(c)(v) of a Cross-Defaulted Master Lease and Sublease), Lessee may terminate
this Agreement as to the leaseback or other use and occupancy of the Sprint
Collocation Space at any or all Sites leased, used or occupied by Sprint
Collocator by giving Sprint Collocator written notice of termination, and this
Agreement will be terminated as to such Sites thirty (30) days after Sprint
Collocator's receipt of such termination notice; provided, however that no such
notice of termination given as a result of a failure set forth in Section
31(c)(i) shall be effective


                                       66



unless and until such failure continues for an additional ten (10) Business Day
period after Lessee has given Sprint Collocator an additional written notice of
such failure which contains the following statement in capital letters and bold
face type: "THIS NOTICE CONSTITUTES THE FINAL NOTICE OF NON-PAYMENT AND IF YOU
FAIL TO PAY ALL OUTSTANDING AMOUNTS WITHIN TEN (10) BUSINESS DAYS AFTER THIS
NOTICE, YOUR RIGHTS UNDER THE MASTER LEASE AND SUBLEASE AGREEMENT MAY BE
TERMINATED." Upon the occurrence of any event of default by Sprint Collocator
under Section 31(c)(ii) as to the Sprint Collocation Space of a Site, Lessee may
terminate, at its election, this Agreement as to the applicable Site or Sprint
Collocator's leaseback or other use and occupancy of the Sprint Collocation
Space at such Site at any time prior to the ninetieth (90) day after the
occurrence of such event of default by giving Sprint Collocator written notice
of termination, and this Agreement will be terminated as to the applicable Site
or as to the applicable Sprint Collocation Space, as applicable, thirty (30)
days after Sprint Collocator's receipt of such termination notice. Additionally,
upon the occurrence of events of default not cured during the applicable time
period for curing same (whether of the same or different types) by Sprint
Collocator under Section 31(c) and/or by any Additional Master Lease Sprint
Collocators under Section 31(c) of any Cross-Defaulted Master Lease and
Sublease, which defaults hereunder and thereunder are in respect of more than
twenty percent (20%) of the Cross-Defaulted Sites, in the aggregate, during any
consecutive five (5) year period, which (i) results in material harm to the
business and operations of Lessee, and the Additional Master Lease Lessees, as a
collective whole, and subject to arbitration under Section 31(h) and Section
31(h) of the other Cross-Defaulted Master Leases and Subleases, as applicable
(it being understood if a right of arbitration is exercised with respect to
whether an "event of default" has occurred under any Cross-Defaulted Master
Lease and Sublease as to any particular "event of default" declared under such
Cross-Defaulted Master Lease and Sublease, such right may not be exercised a
second time hereunder as a result of the fact that such "event of default" is
also an event of default under Section 31(c)(vi)), as to any dispute as to
whether any event of default has occurred and is continuing, and (ii) such
default is not the result of any default of Lessee hereunder and/or a default of
an Additional Master Lease Lessee under any other Cross-Defaulted Master Lease
and Sublease or the occurrence of one or more force majeure events, Lessee shall
have the right to (x) purchase all of the Sites and the other Cross-Defaulted
Sites for an aggregate purchase price of $100 by giving Lessor written notice of
its exercise of such purchase option (which notice shall contain a reasonably
specific description of each of such events of default), and such option shall
be exercised pursuant to the provisions of Section 36, mutatis mutandis, and
Section 36 of the Cross Defaulted Master Leases and Subleases, mutatis mutandis,
except that the Option Purchase Price shall be $100 in the aggregate hereunder
and under the Cross-Defaulted Master Lease and Sublease and/or (y) terminate
Sprint Collocator's rights with respect to the leaseback or other use and
occupancy of the Sprint Collocation Space at any or all Sites. Notwithstanding
anything to the contrary contained herein, if Sprint Collocator disputes that it
is in default hereunder, and Sprint Collocator is determined to be in default
pursuant to Section 31(h), if Sprint Collocator, within twenty (20) days
following a determination that it is in default under Section 31(h), commences
cure of such default and diligently completes same, an event of default with
respect to Sprint Collocator shall not be deemed to have occurred (it being
understood that if the underlying "event of default" occurred under another
Cross-Defaulted Master Lease and Sublease, any cure period shall run and cure
right shall only be exercisable under and in accordance with such
Cross-Defaulted Master Lease and Sublease (and not hereunder)).


                                       67



     (e) The following events constitute events of default by Lessee:

          (i) (A) if Lessee fails to timely pay Ground Rent as provided in
     Section 4(a) or otherwise fails to perform any obligation assumed by Lessee
     hereunder under any Ground Lease as provided in Section 4(a) and such
     failure continues for more than (x) ten (10) days, or (y) if the cure
     period under the Ground Lease is (I) less than ten (10) days, such lesser
     period of time or (II) is greater than ten (10) days, such greater period
     of time, in each case after written notice from Lessor or the applicable
     Sprint Additional Party, or (B) if Lessee otherwise fails to make payment
     of any amount due under this Agreement and such failure continues for more
     than ten (10) days after written notice from Lessor (provided, the
     foregoing shall not be a default if Lessee is in a good faith dispute under
     a Ground Lease, and the Ground Lessor thereunder may not exercise any right
     to terminate the Ground Lease during the pendancy of such dispute);

          (ii) if Lessee violates or breaches, or fails to fully and completely
     observe, keep, satisfy, perform and comply with, any material term,
     covenant, condition, requirement, restriction or provision of this
     Agreement with respect to any Site, and does not cure such violation,
     breach or failure within thirty (30) days after Lessor or Sprint Collocator
     gives Lessee written notice of such failure, or, if such failure (which is
     not a failure to pay money) can be cured, but not within thirty (30) days,
     and Lessee does not commence to cure such failure within such thirty (30)
     day period and continuously prosecute the performance of the same to
     completion with due diligence;

          (iii) if Lessee becomes insolvent or makes an assignment for the
     benefit of creditors; or if any action is brought by Lessee seeking its
     dissolution or liquidation of its assets or seeking the appointment of a
     trustee, interim trustee, receiver or other custodian for any of its
     property; or if Lessee commences a voluntary proceeding under the Federal
     Bankruptcy Code; or if any action or petition is otherwise brought by
     Lessee seeking similar relief or alleging that it is insolvent or unable to
     pay its debts as they mature; or if any action is brought against Lessee
     seeking its dissolution or liquidation of any of its assets, or seeking the
     appointment of a trustee, interim trustee, receiver or other custodian for
     any of its property, and any such action is consented to or acquiesced in
     by Lessee or is not dismissed within ninety (90) days after the date upon
     which it was instituted; or if any proceeding under the Federal Bankruptcy
     Code is instituted against Lessee and (A) an order for relief is entered in
     such proceeding, or (B) such proceeding is consented to or acquiesced in by
     Lessee or is not dismissed within ninety (90) days after the date upon
     which it was instituted; or if any action or petition is otherwise brought
     against Lessee seeking similar relief or alleging that it is insolvent,
     unable to pay its debts as they mature or generally not paying its debts as
     they become due, and such action or petition is consented to or acquiesced
     in by Lessee or is not dismissed within thirty (30) days after the date
     upon which it was brought;

          (iv) If the leaseback to Sprint Collocator or other right by Sprint
     Collocator to use and occupy the Sprint Collocation Space is rejected by
     Lessee under Section 365 of the Federal Bankruptcy Code; or


                                       68



          (v) The occurrence of any "event of default" by any Additional Master
     Lease Lessee under any Cross-Defaulted Master Lease and Sublease will be
     deemed a separate breach hereof and an "event of default" hereunder.

     (f) Upon the occurrence of any event of default by Lessee under Section
31(e) in respect of any Site (or if Lessor or any applicable Sprint Additional
Party elects to terminate this Agreement in respect of any Site pursuant to
Section 12(c)), Lessor or any applicable Sprint Additional Party may terminate
this Agreement as to the applicable Site by giving Lessee written notice of
termination, and this Agreement will be terminated as to such Site, at the time
designated by Lessor or Sprint Collocator, as applicable, in its notice of
termination to Lessee, unless otherwise provided herein. Upon (i) the occurrence
of events of default not cured during the applicable time period for curing same
(whether of the same or different types), by Lessee under Section 31(e) and/or
by any Additional Master Lease Lessee under Section 31(e) of any Cross-Defaulted
Master Lease and Sublease, which defaults hereunder and thereunder are in
respect of more than twenty percent (20%) of the Cross-Defaulted Sites, in the
aggregate, during any consecutive five (5) year period, which (A) results in
material harm to the business and operations of Lessor, Sprint Collocator, the
Additional Master Lease Lessors and Additional Master Lease Collocators, as a
collective whole, and subject to arbitration under Section 31(h) and Section
31(h) of the other Cross-Defaulted Master Leases and Subleases, as applicable
(it being understood if a right of arbitration is exercised with respect to
whether an "event of default" has occurred under any Cross-Defaulted Master
Lease and Sublease as to any particular "event of default" declared under such
Cross-Defaulted Master Lease and Sublease, such right may not be exercised a
second time hereunder as a result of the fact that such "event of default" is
also an event of default under Section 31(e)(v)), and, (B) such default is not
the result of any default of Lessor or Sprint Collocator hereunder and/or a
default of an Additional Master Lease Lessor or Additional Master Lease
Collocator or the occurrence of one or more force majeure events, and (ii)
failure of Guarantor after reasonable advance notice from Lessor to perform its
payment obligations under Section 42 with respect to such event of default,
Lessor or Sprint Collocator may terminate this Agreement as to all Sites, by
giving Lessee written notice of termination (which notice shall contain a
reasonably specific description of each of such events of default), and this
Agreement will be terminated as to all Sites at the time designated by Lessor or
Sprint Collocator in its notice of termination to Lessee. Notwithstanding
anything to the contrary contained herein, if Lessee disputes that it is in
default hereunder, and Lessee is determined to be in default pursuant to Section
31(h), if Lessee (or Guarantor), within twenty (20) days following a
determination that it is in default under Section 31(h), commences cure of such
default and diligently completes same, an event of default with respect to
Lessor shall not be deemed to have occurred (it being understood that if the
underlying "event of default" occurred under another Cross-Defaulted Master
Lease and Sublease, any cure period shall run and cure right shall be
exercisable only under such Cross-Defaulted Master Lease and Sublease (and not
hereunder)).

     (g) Lessor, Sprint Collocator or Lessee, as applicable, may pursue any
remedy or remedies provided in this Agreement or any remedy or remedies provided
for or allowed by law or in equity, separately or concurrently or in any
combination, including, without limitation, (i) specific performance or other
equitable remedies; or (ii) money damages arising out of such default; or (iii)
in the case of Lessee's default, Lessor or Sprint Collocator may perform, on
behalf of Lessee, Lessee's obligations under the terms of this Agreement
pursuant to Section 31.


                                       69



Any exercise of remedies under any Cross-Defaulted Master Lease and Sublease
shall not limit or prevent the exercise of remedies hereunder.

     (h) Notwithstanding anything in this Agreement to the contrary, if (i) any
Party receives any notice of a default under this Agreement or (ii) Lessor, or
any Sprint Additional Party or Sprint Collocator gives Lessee a notice of
termination pursuant to Section 31(f), or (iii) Lessee gives Lessor or any
Sprint Additional Party a notice of termination under Section 31(b) or Section
31(d) (as applicable) the Party receiving any such notice shall have the right,
within ten (10) days after receipt of such notice (the "DECISION PERIOD"), to
initiate arbitration proceedings to determine the existence of any such default
or termination right. To the extent any such notices are also delivered at or
about the same time under other Cross-Defaulted Master Leases and Subleases, any
arbitration hereunder and under the other Cross-Defaulted Master Leases and
Subleases shall be one consolidated arbitration conducted by the same
arbitrators. Such arbitration proceedings will be initiated with three Qualified
Arbitrators, with one selected by each of Lessor and Lessee and the third
mutually selected by the Parties, each Party acting reasonably, and if the
Parties cannot agree the third arbitrator shall, selected by the two other
arbitrators. The arbitration will be held in Chicago, Illinois or such other
location as is mutually agreeable to the Parties. All arbitrations will be
governed by the applicable commercial rules of the American Arbitration
Association ("AAA") for accelerated arbitration proceedings. The arbitrators
will prepare in writing, and provide to the Parties, such arbitrators'
determination, including factual findings and the reasons on which the
determination was based. The decision of a majority of the arbitrators will be
final, binding and conclusive and will not be subject to review or appeal and
may be enforced in any court having jurisdiction over the Parties. During the
Decision Period and thereafter, if a Party elects to initiate arbitration
proceeding under this Section 31(h), until the conclusion of the arbitration
proceedings and the rendering of the decision of the arbitrators, any right or
remedy provided under this Agreement to the Party alleging the default or
termination right may not be exercised. "QUALIFIED ARBITRATOR" shall mean a
person with at least ten years experience in the commercial real estate
business, including experience with cellular tower assets.

     (i) A Party's pursuit of any one or more of the remedies provided in this
Agreement will not constitute an election of remedies excluding the election of
another remedy or other remedies, or a forfeiture or waiver of any amounts
payable under this Agreement as to the applicable Site by such Party or waiver
of any relief or damages or other sums accruing to such Party by reason of the
other Party's failure to fully and completely keep, observe, perform, satisfy
and comply with all of the agreements, terms, covenants, conditions,
requirements, provisions and restrictions of this Agreement. Notwithstanding
anything to the contrary contained in this Agreement, neither Party will be
liable to the other Party for indirect, incidental, special or consequential
damages, including but not limited to lost profits, however arising, even if a
Party has been advised of the possibility of such damages.

     (j) Either Party's forbearance in pursuing or exercising one or more of its
remedies will not be deemed or construed to constitute a waiver of any event of
default or of any remedy. No waiver by either Party of any right or remedy on
one occasion will be construed as a waiver of that right or remedy on any
subsequent occasion or as a waiver of any other right or remedy then or
thereafter existing. No failure of either Party to pursue or exercise any of its
powers, rights or remedies or to insist upon strict and exact compliance by the
other Party with any


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agreement, term, covenant, condition, requirement, provision or restriction of
this Agreement, and no custom or practice at variance with the terms of this
Agreement, will constitute a waiver by either Party of the right to demand
strict and exact compliance with the terms and conditions of this Agreement.
Except as otherwise provide herein, any termination of this Agreement pursuant
to Sections 31(b), 31(d) or 31(f), or partial termination of a Parties' rights
hereunder, shall not terminate or diminish any Parties' rights with respect to
the obligations that were to be performed on or before the date of such
termination.

     SECTION 32. QUIET ENJOYMENT.

     Lessee will, subject to the terms and conditions of this Agreement,
peaceably and quietly hold and enjoy the Leased Property of each Master Lease
Site and shall have the right provided herein to operate each Pre-Lease Site
during the Term thereof without hindrance or interruption from Lessor, any Party
comprising Sprint or any other Sprint Group Member.

     SECTION 33. NO MERGER.

     There will be no merger of this Agreement or any subleasehold interest or
estate created by this Agreement in any Site with any superior estate held by a
Party by reason of the fact that the same Person may acquire, own or hold,
directly or indirectly, both the subleasehold interest or estate created by this
Agreement in any Site and such superior estate; and this Agreement will not be
terminated, in whole or as to any Site, except as expressly provided in this
Agreement. Without limiting generality of the foregoing provisions of this
Section 33, there will be no merger of the subleasehold interest or estate
created by this Agreement in Lessee in any Site with any with any underlying fee
interest that Lessee may acquire in any Site that is superior or prior to such
subleasehold interest or estate created by this Agreement in Lessee.

     SECTION 34. BROKER AND COMMISSION.

     (a) All negotiations in connection with this Agreement have been conducted
by and between Lessor, Lessee and Sprint without the intervention of any Person
or other party as agent or broker other than Banc of America Securities LLC and
Citigroup Global Markets Inc. (the "FINANCIAL ADVISORS"), which are advising
Sprint Parent in connection with this Agreement and related transactions.

     (b) Each of Lessor, Lessee and Sprint Collocator (on behalf of its
Affiliates) warrants and represents to the other that there are no broker's
commissions or fees payable by it in connection with this Agreement by reason of
its respective dealings, negotiations or communications other than the advisor's
fee payable to the Financial Advisors which will be payable by Sprint Parent.
Lessor, Lessee and Sprint Collocator will, and do hereby indemnify, defend and
hold harmless each other from and against the Claims of any and all brokers,
agents and other intermediaries alleging a commission, fee or other payment to
be owing by reason of their respective dealings, negotiations or communications
in connection with this Agreement.

     SECTION 35. RECORDING OF MEMORANDUM OF AGREEMENT OR SITE DESIGNATION
SUPPLEMENT.


                                       71



     (a) Subject to the applicable provisions of the Agreement to Lease and
Sublease, for each Master Lease Site, upon the execution of this Agreement or
after any Conversion Closing, Lessee may, at its cost and expense, cause a
memorandum of agreement in the form attached hereto as Exhibit B to be filed in
the appropriate County property records (unless the Ground Lease for any
applicable Master Lease Site prohibits such recording) to provide constructive
notice to third parties of existence of this Agreement. In addition, Lessee may,
at its cost and expense, promptly following the execution of each Site
Designation Supplement, cause such Site Designation Supplement with respect to
the applicable Master Lease Site to be filed in the appropriate County property
records unless the Ground Lease for the applicable Site prohibits such
recording. The costs of recording the Site Designation Supplements shall be paid
as set forth in Section 3.8 of the Agreement to Lease and Sublease.

     (b) In addition to and not in limitation of any other provision of this
Agreement, the Parties will have the right to review and make corrections, if
necessary, to any and all exhibits to this Agreement or to the Site Designation
Supplements. After making such corrections, Lessee will re-record such Site
Designation Supplement to reflect such corrections, if requested by any Party,
at the expense of the requesting Party. The Parties will cooperate with each
other to cause changes to be made in the Site Designation Supplement for such
Site, if such changes are requested by either Party to evidence any permitted
changes in the description of the Sprint Collocation Space respecting such Site,
including, without limitation changes in Sprint Collocator's antennas or other
parts of its Communications Facility at such Site. In addition to, and not in
limitation of the foregoing, either Party will have the right, at its sole
expense, to cause any amendment to such Site Designation Supplement to be
recorded, including without limitation, in connection with such changes.

     SECTION 36. PURCHASE OPTION.

     (a) RIGHT TO PURCHASE. If this Agreement will not have been earlier
terminated, or an event of default by Lessee will not have occurred and be
continuing at the date of option exercise or the date fixed for purchase (as
such date is specified below), Lessee will have an option, exercisable no
earlier than one (1) year and no later than one hundred twenty (120) days prior
to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to elect to
purchase the right, title and interest of Lessor and any applicable Party
comprising Sprint or any other Person holding an interest therein by, through or
under Sprint or by acquisition thereof from Sprint from, on and after the
Effective Date (collectively, the "OPTION SELLERS") in all (but not less than
all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites,
Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s))
then subject to this Agreement for the net aggregate Option Purchase Price
attributable to the Purchase Sites (and on the other terms and subject to the
conditions specified in this Agreement). Lessee may exercise such purchase
option by submitting to the Option Sellers in writing an offer to purchase all
of the Purchase Sites within the Option Trigger Window in accordance with the
terms hereof, provided further, Lessee may only exercise such option if at or
about the same time as the exercise by Lessee of its purchase option hereunder,
each Additional Master Lease Lessee exercises its respective purchase option
pursuant to Section 36 of its respective Additional Master Leases and Sublease.
The Option Sellers will be obligated to sell, and Lessee will be obligated to
buy, all such Master Lease Sites at a closing to be effective as of the Purchase
Option Closing Date. Except as provided in this Section 36, Lessee will have no
right or option to purchase any Sites subject to


                                       72



this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf
of all Persons acquiring an interest in any Site (except for a Sprint Market
Assignee who signs a separate collocation agreement with Lessee) that their
rights in and to the Sites are subject to the provisions of this Section 36.

     (b) PAYMENT OF THE OPTION PURCHASE PRICE. Lessee will pay to the Option
Sellers the net aggregate Option Purchase Price for the Purchase Sites in cash
or immediately available funds on or prior to the closing of such sale. At the
closing of such sale, each of the Option Sellers will transfer or cause to be
transferred its applicable Purchase Sites, at Lessee's expense, to Lessee and
the Term as to the Purchase Sites will end. Risk of loss for the Purchase Sites
purchased pursuant to this Section 36 will pass from the Option Sellers to
Lessee upon payment of the applicable purchase price by Lessee to the Option
Sellers.

     (c) TRANSFER BY LESSOR. Any transfer of Purchase Sites by the Option
Sellers to Lessee pursuant to this Section 36 will include:

          (i) an assignment of each Option Seller's interest in any Ground Lease
     for such Purchase Site (which shall contain an assumption by Lessee of all
     of the obligations of such Option Seller under such Ground Lease and an
     agreement by Lessee to indemnify such Option Seller and each other Sprint
     Indemnitee from claims, losses or damages related to such obligations), a
     transfer of fee simple title to the Land for any Purchase Site which is an
     Owned Purchase Site, a transfer of each such Option Seller' interest in the
     applicable Tower and related assets (other than Sprint's Improvements or
     Sprint's Communications Equipment) and all appurtenances thereto; provided,
     that for so long as the Ground Lease, as amended, modified, or extended, is
     still in effect for any Purchase Site, Sprint Collocator will be entitled
     to lease the Sprint Collocation Space on each such Purchase Site from
     Lessee for successive five (5) year terms at rental rate equal to the
     then-current market rental rates for comparable locations; provided, that
     the Sprint Collocation Charge will thereafter be subject to increase on an
     annual basis at the beginning of each five (5) year term in an amount equal
     to the CPI Change; provided, if Lessee and Sprint Collocator fail to agree
     on a rental rate for one or more of the Purchase Sites, such rental rate
     will be determined for each applicable Purchase Site by a nationally
     recognized independent accounting firm mutually acceptable to Sprint
     Collocator and Lessee. The cost of the determination of the rental rate
     will be shared equally by Sprint Collocator and Lessee. Sprint Collocator
     will have the right to elect to terminate any such lease with respect to a
     Purchase Site as of the expiration of each five (5) year term by giving no
     less than sixty (60) days prior written notice of such termination to
     Lessee;

          (ii) to the extent legally transferable, all rights of each such
     Option Seller under or pursuant to warranties, representations and
     guarantees made by suppliers or manufacturers in connection with such
     Purchase Site, but excluding any rights to receive amounts under such
     warranties, representations and guarantees representing reimbursements for
     items paid by such Option Seller; and

          (iii) to the extent legally transferable, all known and unknown
     rights, claims, credits, causes of action, or rights to commence any causes
     of action or rights of


                                       73



     setoff of each such Option Seller against third parties relating to such
     Purchase Site arising on or after the date of transfer, including
     unliquidated rights under manufacturers' and vendors' warranties, but
     excluding all amounts representing reimbursements for items paid by such
     Option Seller.

     (d) EVIDENCE OF TRANSFER. Each of the Option Sellers and Lessee will enter
into assignments, deeds (with warranties of title as to such Option Sellers'
actions only), bills of sale and such other documents and instruments as the
other may reasonably request to evidence any transfer of such Purchase Sites.

     (e) TRANSFER TAXES. Any Transfer Taxes incurred in connection with the
transfer of Purchase Sites by the Option Sellers to Lessee pursuant to this
Section 36 will be divided equally between Lessor and Lessee.

     (f) NO WARRANTIES. Any transfer of a Purchase Site by any Option Seller to
Lessee pursuant to this Agreement will be "AS IS" and without any warranty
whatsoever by such Option Seller, except that in any transfer of a Purchase Site
by any such Option Seller to Lessee pursuant to this Agreement, such Option
Seller will warrant that the Option Seller has not previously transferred title
to such Purchase Site that is so transferred and will convey the interest of
such Option Seller with limited warranty stating that the Purchase Site is free
of Liens or other matters created or arising by, through or under the Option
Seller or any other Sprint Group Member from and after the Effective Date.

     SECTION 37. NET LEASE.

     This Agreement, insofar as it relates to the lease or the use and operation
by Lessee of any Site or the Leased Property on any Site is a net lease and,
except as otherwise expressly provided in Sections 14, 20, 31 and 41 of this
Agreement, will not terminate. Neither Lessee nor Sprint Collocator will be
entitled to any abatement, reduction, setoff, counterclaim, defense or deduction
with respect to any Rent, Pre-Lease Rent, Sprint Collocation Charge, amount
payable under Section 11(h) or other sum payable under this Agreement. Except as
otherwise expressly provided in Sections 14, 20, 31 and 41 of this Agreement,
the obligation of Lessee and Sprint Collocator under this Agreement will not be
affected by reason of: (a) any damage to or destruction of any Site or any part
of such Site by any cause whatsoever; (b) any condemnation of any Site; (c) any
prohibition, limitation, restriction or prevention of Lessee's use or enjoyment
of a Site by any Person; (d) any matter affecting title to any Site or any part
of such Site; (e) any loss of use or possession by Lessee of a Site or any
portion of such Site, by reason of title paramount or otherwise; (f) the
invalidity or unenforceability of any provision of this Agreement or the
impossibility or illegality of performance by Lessor or Lessee or both; (g) any
action of any Governmental Authority; or (h) any other cause or occurrence
whatsoever, whether similar or dissimilar to the foregoing.

     SECTION 38. COMPLIANCE WITH SPECIFIC FCC REGULATIONS.

     (a) Lessee understands and acknowledges that Tower Subtenants are engaged
in the business of operating Communications Equipment at each Site. The
Communications Equipment is subject to the regulations of the FCC, including
without limitation regulations


                                       74



regarding exposure by workers and members of the public to the radio frequency
emissions generated by Sprint's Communications Equipment. Lessee acknowledges
that such regulations prescribe the permissible exposure levels to emissions
from the Communications Equipment which can generally be met by maintaining safe
distances from such Communications Equipment. To the extent Lessee is required
to do so under applicable FCC regulations, Lessee will install, or cause the
Tower Subtenants to install, at its or their expense, such marking, signage or
barriers to restrict access to any Site as Lessee deems necessary in order to
comply with the applicable FCC regulations, with respect to Communications
Equipment other than Sprint's Communications Equipment, and with respect to
Sprint's Communications Equipment, Sprint Collocator will install same. To the
extent Lessee is required to do so under applicable FCC regulations, Lessee
further agrees to post, or to cause the Tower Subtenants to post, prominent
signage at all points of entry to each Site containing instructions as to any
potential risk of exposure and methods for minimizing such risk, with respect to
Communications Equipment other than Sprint's Communications Equipment, and with
respect to Sprint's Communications Equipment Sprint Collocator will install
same. Lessee will cooperate in good faith with Sprint Collocator to minimize any
confusion or unnecessary duplication that could result in similar signage being
posted with respect to any of Sprint's Communications Equipment at or near any
Site in respect of any Sprint Collocation Space on such Site.

     (b) Lessee further agrees to alert all personnel working at or near each
Site, including Lessee's maintenance and inspection personnel, to heed all of
Lessee's or Tower Subtenant's signage or restrictions with respect to such Site,
to maintain the prescribed distance from the Communications Equipment, and to
otherwise follow the posted instructions. Lessee further agrees to give each
Tower Subtenant at least ten (10) days' advance written notice of any repair or
maintenance work to be performed on any Site which would require work in closer
proximity to the Communications Equipment than prescribed by the signage or
restrictions, to abide by any provisions in the Collocation Agreement related to
such work and allow such work to be monitored by such Tower Subtenant, if
required by such Tower Subtenant.

     (c) Lessor and Sprint Collocator will cooperate (and Sprint Collocator
shall cause its Affiliates to cooperate) with each Tower Subtenant on a
going-forward basis with respect to each Site in order to help insure that such
Tower Subtenant complies with the applicable FCC regulations.

     (d) Sprint Collocator acknowledges and agrees that Sprint's Communications
Equipment at each Site is subject to the regulations of the FCC, including,
without limitation, regulations regarding exposure by workers and members of the
public to the radio frequency emissions generated by Sprint's Communications
Equipment and Sprint Collocator agrees to comply (and Sprint Collocator shall
cause its Affiliates to comply) with all FCC Regulations and all other
Applicable Laws. Sprint Collocator acknowledges that such regulations prescribe
the permissible exposure levels to emissions from its Communications Equipment
which can generally be met by maintaining safe distances from such
Communications Equipment. Sprint Collocator will install at its expense such
marking, signage, or barriers to restrict access to any of Sprint's
Communications Equipment on a Site in respect of any Sprint Collocation Space on
such Site as Sprint Collocator deems necessary in order to comply with the
applicable FCC regulations. Sprint Collocator will cooperate in good faith with
Lessee to minimize any confusion or unnecessary duplication that could result in
similar signage being posted with


                                       75



respect to any of Sprint's Communications Equipment at or near any Site in
respect of any Sprint Collocation Space on such Site. Sprint Collocator, at its
option, may also install signage at any Site identifying Sprint's Communication
Facility at such Site and providing for contact information in the case of
emergency.

     (e) Sprint Collocator further agrees to alert all personnel working at or
near each Site, including Sprint Collocator's maintenance and inspection
personnel, to maintain the prescribed distance from the Communications
Equipment, and to otherwise follow the posted instructions of Lessee.

     SECTION 39. TAX INDEMNITIES.

     (a) INCOME TAX INDEMNITY.

          (1) TAX ASSUMPTIONS. In entering into this Agreement and related
documents, the Sprint Group has made the following assumptions regarding the
characterization of the transactions contemplated under this Agreement for
federal income tax purposes (the "TAX ASSUMPTIONS"):

          (i) for federal income tax purposes, this Agreement will be treated as
     a "true lease" with respect to all of the Leased Property, the members of
     the Sprint Group will be treated, directly or indirectly through one or
     more entities that are classified as partnerships or disregarded entities
     for federal income tax purposes, as the owners and sublessors of the Leased
     Property, and Lessee will be treated (or, if Lessee is a disregarded entity
     for federal income tax purposes, the entity treated as the owner of Lessee
     for federal income tax purposes) as the lessee of the Leased Property;

          (ii) following the execution of this Agreement, the Sprint Group will
     be entitled to deduct, pursuant to Section 168(b) of the Code, depreciation
     deductions with respect to the Sprint Group's adjusted tax basis in the
     Leased Property using the same depreciation method(s) as in effect
     immediately before the execution of this Agreement ("FEDERAL DEPRECIATION
     DEDUCTIONS");

          (iii) prepaid Rent and Pre-Lease Rent with respect to each Site will
     be paid under a single lease subject to Section 467 of the Code and will be
     characterized in part as a loan under section 467 of the Code and Treasury
     Regulations issued under such section and the Sprint Group will be entitled
     to deduct interest attributable thereto with respect to each Site as set
     forth in Exhibit H;

          (iv) the only amounts that any Sprint Group Member will be required to
     include in gross income with respect to the transactions contemplated by
     this Agreement and related documents will be (A) Rent and Pre-Lease Rent as
     it accrues as rent in accordance with the terms of this Agreement and the
     application of Section 467 of the Code and Treasury Regulations issued
     under such section and as set forth in Exhibit H with respect to each Site;
     (B) any indemnity (including any gross up) pursuant to this Agreement; (C)
     any amounts paid or otherwise recognized pursuant to a voluntary sale or
     other disposition by any Sprint Group Member (other than a sale or
     disposition attributable to a default by Lessee and/or the exercise of
     remedies by Lessor or Sprint or


                                       76



     its Affiliates under this Agreement) of any Leased Property, it being
     understood for these purposes that a sale or disposition that may be deemed
     to have occurred on the Effective Date is not a sale; (D) proceeds upon
     Lessee's exercise of the purchase option pursuant to Section 36 of this
     Agreement; (E) any costs and expenses of Lessor or Sprint (and any interest
     thereon) paid or reimbursed by Lessee pursuant to this Agreement; (F)
     income attributable to the reversion of Alterations made by Lessee to
     Lessor at the end of the Term; (G) amounts expressly identified as interest
     in the Agreement and payable to Lessor or any Sprint Group Member; (H) any
     other amount to the extent such item of income results in an equal and
     offsetting deduction; and (I) any income or gain from an acceleration of
     Rent or Pre-Lease Rent as a result of the expiration or termination of a
     ground lease with respect to a Site listed in paragraphs 9 through 15 of
     Section 4.5 of the Contributors Disclosure Letter (as defined in the
     Agreement to Lease and Sublease); and

          (v) the combined effective federal and net state income Tax rate
     applicable to each Sprint Group Member will be thirty-nine percent (39%)
     (the "ASSUMED RATE"), comprised of thirty-five percent (35%) for the
     assumed federal rate and four percent (4%) (which is net of federal income
     Tax benefits) for the assumed state rate.

          (2) LESSEE'S REPRESENTATIONS AND COVENANTS. Lessee hereby represents
and covenants to each Sprint Group Member as follows:

          (i) Lessee, any Affiliate of Lessee, any assignee or sublessee of
     Lessee, and any user (other than Lessor or Sprint or its Affiliates) of any
     portion of the Leased Property will not claim depreciation deductions as
     the owner of any of the Leased Property for federal income Tax purposes
     during the Term (and thereafter unless Lessee purchases such property
     pursuant to Section 36 of this Agreement), with respect to such Leased
     Property or portion of such Leased Property, except with respect to
     Alterations financed by Lessee or such assignee, sublessee, or other user,
     nor will they take any other action in connection with filing a Tax return
     or otherwise which would be inconsistent with (i) the treatment of the
     Sprint Group Members as the direct or indirect owners and lessors of the
     Leased Property for federal income tax purposes, (ii) the Tax Assumptions,
     or (iii) Section 11 and Exhibit H of this Agreement.

          (ii) none of the Leased Property will constitute "tax-exempt use
     property" as defined in Section 168(h) of the Code other than solely as a
     result of use by Lessor, Sprint or its Affiliates and any other Person that
     is a Tower Subtenant as of the date of the Agreement to Lease and Sublease;

          (iii) on the Effective Date, no Alterations to any of the Leased
     Property will be required in order to render any of the Leased Property
     complete for its intended use by Lessee except for ancillary Severable
     Alterations that are customarily selected and furnished by lessees of
     property similar in nature to the Leased Property;

          (iv) Lessee has no current plan or intention of making any Alteration
     or repair with respect to any of the Leased Property that would not be
     treated as severable improvements or permitted nonseverable improvements
     within the meaning of Revenue Procedure 2001-28, 2001-1 C.B. 1156;


                                       77



          (v) Lessee has no current plan or intention of making any Alteration
     or repair with respect to any of the Leased Property the value of which as
     of the end of the Term with respect to such Leased Property would compel
     Lessee to exercise any of the purchase options under Section 36 of this
     Agreement; and

          (vi) Lessee is not obligated to exercise any of the purchase options
     provided in Section 36 of this Agreement, it has not decided whether it
     will exercise any of the purchase options provided in Section 36 of this
     Agreement, and it has no plans to enter into or incur such obligation or to
     make such decision in the immediate future.

          (3) INDEMNITY FOR TAX LOSSES.

          (i) If, as a result of

               (A) the inaccuracy of any representation of Lessee, or the breach
          of any covenant of Lessee, set forth in Section 39(a)(2) of this
          Agreement;

               (B) any act of Lessee, or any assignee or sublessee of Lessee or
          any user of the Leased Property (other than Lessor or Sprint or its
          Affiliates) during the Term, other than (i) the execution or delivery
          of the Transaction Documents and (ii) any act required under the
          Transaction Documents or any Permitted Act;

               (C) the failure by Lessee to perform any act required of it under
          any of the Transaction Documents;

               (D) any disposition of Leased Property attributable to a default
          by Lessee and/or the exercise of remedies under this Agreement;

               (E) the bankruptcy of Lessee; or

               (F) An inaccuracy, breach, act, or omission of or by Lessee under
          Section 39(a)(3) of any Cross-Defaulted Master Lease and Sublease.

any Sprint Group Member (each a "TAX INDEMNITEE") will not claim on the relevant
income tax return based upon a written opinion from independent tax counsel
reasonably acceptable to Lessee (setting forth in reasonable detail the facts
and analysis upon which such opinion is based) that there is no reasonable basis
as defined in Treas. Reg. Section 1.6662-3(b)(3) as in effect on the Effective
Date for claiming all or any portion of the Federal Income Tax Benefits, will
lose the right to claim all or any portion of the Federal Income Tax Benefits,
will suffer a loss of, disallowance of, or delay in obtaining all or any portion
of the Federal Income Tax Benefits, or will be required to recapture all or any
portion of the Federal Income Tax Benefits, or any Tax Indemnitee will suffer an
Inclusion (any such event being referred to as a "TAX LOSS"), then, within
thirty (30) days after receipt of a written demand from or on behalf of the Tax
Indemnitee


                                       78



describing in reasonable detail the Tax Loss and the computation of the amount
payable (a "TAX INDEMNITY NOTICE"), Lessee will pay to such Tax Indemnitee as an
indemnity the amount specified in the Tax Indemnity Notice. Subject to other
adjustments required by this Section 39(a)(3)(i), such indemnity payment will be
calculated in the Tax Indemnity Notice to equal, on an After-Tax Basis, the sum
of (y) the amounts of any additional federal and state income taxes payable by
such Tax Indemnitee for the taxable year (calculated at the Assumed Rate in the
case of a Tax Loss respecting Federal Income Tax Benefits and calculated at the
highest marginal applicable federal and state rates then in effect in the case
of a Tax Loss respecting an Inclusion) and any interest thereon (calculated to
the date such payment is made using the actual interest rates for underpayments
of tax applicable to the relevant periods), plus (z) the amount of any penalties
and additions to tax actually payable as a result of such Tax Loss and
attributable thereto. The indemnity payment will be a net lump-sum amount,
taking into account all past and anticipated future Tax Losses and Tax savings
at the Assumed Rate, and using a discount rate equal to the Applicable Federal
Rate (as defined in Code Section 1274(d)(1) then in effect) to present value
future Tax Losses and Tax savings. Any indemnity payment made pursuant to this
Section 39(a)(3)(i) will be made on an "AFTER-TAX BASIS" which means that any
such payment will also include a "gross-up" for any federal or state income
Taxes (determined at the highest marginal applicable federal and state rates
then in effect) payable by such Tax Indemnitee with respect to the receipt or
accrual of such indemnity payment, including such gross-up. Notwithstanding any
other provision of this Section 39(a)(3)(i) to the contrary, Lessee will not be
required to make any payment under this Section 39(a)(3)(i) earlier than, (a) in
the case of a Tax Loss that is not being contested pursuant to Section 39(d) of
this Agreement, the date such Tax Indemnitee (or the common parent of the
consolidated group in which it is a member, as the case may be) files the
applicable federal income Tax return, estimated or final as the case may be,
which would first properly reflect the additional federal income Tax that would
be due as a result of the Tax Loss and (b) in the case of a Tax Loss that is
being contested pursuant to Section 39(d) of this Agreement, thirty (30) days
after the date on which a Final Determination is made (or as otherwise provided
in Section 39(d)) and (c) twenty (20) days after the receipt by Lessee of the
Tax Indemnity Notice.

          (ii) Verification of Calculations. Lessee may timely request that any
     Tax Indemnity Notice be verified by a nationally recognized independent
     accounting firm or a lease advisory firm selected by Lessee and reasonably
     acceptable to such Tax Indemnitee. Such verification will be at Lessee's
     expense unless such accounting firm determines that the amount payable by
     Lessee is more than ten percent less than the amount shown on the Tax
     Indemnity Notice, in which event the Tax Indemnitee will pay such costs. In
     order to enable such independent accountants to verify such amounts, the
     Tax Indemnitee will provide to such independent accountants (for their
     confidential use and not to be disclosed to Lessee or any other person) all
     information reasonably necessary for such verification.

          (4) EXCEPTIONS. Notwithstanding any provision of this Section 39(a) to
the contrary, Lessee will not be required to make any payment to any Tax
Indemnitee in respect of any Tax Loss to the extent that any such Tax Loss
occurs as a result of one or more of the following:


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          (i) other than as a result of an Alteration by Lessee, the entry into
     a New Lease under Section 40 of this Agreement or any severance of this
     Agreement under Section 41, the determination that this Agreement is not a
     "true lease" for federal income tax purposes or that the members of the
     Sprint Group, directly or indirectly through one or more entities that are
     classified as partnerships or disregarded entities for federal income tax
     purposes, are not the owners or sublessors of the Leased Property, or that
     Section 467 of the Code does not apply to this Agreement in accordance with
     its terms;

          (ii) the voluntary sale, assignment, transfer, or other disposition or
     the involuntary sale, assignment, transfer, or other disposition
     attributable to the bankruptcy, insolvency or the breach of any covenant or
     obligation of the Tax Indemnitee set forth in the Transaction Documents of
     or by any such Tax Indemnitee or any of its Affiliates, in either case, of
     any of the Leased Property or portion of such Leased Property by any such
     Tax Indemnitee or any of its Affiliates other than a sale, assignment,
     transfer, or disposition (A) contemplated by the Transaction Documents; (B)
     otherwise resulting from the exercise by any Sprint Group Member of its
     rights or performance of its obligations under the Transaction Documents;
     or (C) attributable to a default by Lessee and/or exercise of remedies
     under this Agreement;

          (iii) the gross negligence or willful misconduct of such Tax
     Indemnitee;

          (iv) penalties, interest, or additions to Tax to the extent based upon
     issues unrelated to the transactions contemplated by this Agreement and
     related documents;

          (v) Lessee's exercise of the purchase option provided in Section 36 of
     this Agreement;

          (vi) the failure by the Sprint Group or any Sprint Group Member timely
     or properly to claim any Federal Income Tax Benefits or to exclude income
     on the appropriate Tax return other than in accordance with Section
     39(a)(3) of this Agreement;

          (vii) any failure of the Tax Indemnitee to have taken all the actions,
     if any, required of it by Section 39(d) of this Agreement to contest the
     Loss and such failure materially prejudices the ability to contest, and
     Lessee has a reasonable basis for such contest (other than a failure
     attributable in whole or part to the failure of Lessee to follow the
     procedures set forth in Section 39(d) of this Agreement);

          (viii) any change in Law enacted, adopted or promulgated on or after
     the date of the Agreement to Lease and Sublease, provided that this
     exclusion shall not apply to any (1) change in tax rates applicable to the
     making of any indemnity payment for a Tax Loss (a) respecting Federal
     Income Tax Benefits on an After-Tax basis or (b) respecting an Inclusion or
     (2) substitution or replacement of any Leased Property after a change in
     Law;

          (ix) the failure of the Sprint Group, or any single Sprint Group
     Member, to have sufficient income or Tax liability to benefit from the
     Federal Income Tax Benefits;


                                       80



          (x) the inclusion of income by a Sprint Group Member as a result of
     the reversion of Alterations made by Lessee to Lessor at the end of the
     Term;

          (xi) a determination that Sprint is not holding the Leased Property in
     the ordinary course of a trade or business or that Sprint did not enter
     into the transactions contemplated by the Transaction Documents for profit;

          (xii) the existence of, or any consequence of, the prepayment of the
     Rent, or the application of Section 467 of the Code or the Treasury
     regulations promulgated thereunder, provided that the Lessee makes all
     payments when due and accrues all rental expense in accordance with the
     Proportional Rent as set forth in Exhibit H and provided further that this
     exclusion will not apply to the entry into a New Lease under Section 40 of
     this Agreement or any severance of this Agreement under Section 41;

          (xiii) any tax election by a Sprint Group Member that is inconsistent
     with the Tax Assumptions to the extent of a resulting increase in the
     Lessee's indemnity obligations hereunder;

          (xiv) a Tax Loss with respect to any period occurring after (and not
     simultaneously with) (1) the expiration or earlier termination of the Term
     with respect to a Site or (2) the return to Sprint of the Leased Property
     related to a Site, in either case other than interest, fines, penalties and
     additions to tax resulting from a Tax Loss that would not be excluded under
     this clause (xvi);

          (xv) the breach or inaccuracy of any representation, warranty or
     covenant by any Sprint Group Member in any of the Transaction Documents
     (except to the extent such breach or inaccuracy is attributed to a breach
     or inaccuracy of any representation, warranty or covenant of Lessee or an
     Affiliate under the Transaction Documents);

          (xvi) any exclusion under Section 39(a)(4) of any Cross-Defaulted
     Master Lease and Sublease.

     (b) GENERAL TAX INDEMNITY.

          (1) Lessee agrees to pay and to indemnify, protect, defend, save, and
keep harmless each Sprint Group Member on an After-Tax Basis, from and against
any and all Taxes upon or with respect to (A) any of the Leased Property, any
portion of such Leased Property, or any interest therein (B) the acquisition,
purchase, sale, financing, leasing, subleasing, ownership, maintenance, repair,
redelivery, alteration, insuring, control, use, operation, delivery, possession,
repossession, location, storage, refinancing, refund, transfer of title,
registration, reregistration, transfer of registration, return, or other
disposition of any of the Leased Property or any portion of such Leased
Property, or interest in such Leased Property, (C) the rental payments,
receipts, or earnings arising from the Leased Property, any portion of such
Leased Property, or any interest in such Leased Property, or payable pursuant to
this Agreement, or any other payment or right to receive payment pursuant to any
related document, or (D) any Alteration, removal, substitution, maintenance, or
repair of any of the Leased Property


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          (2) EXCLUSIONS FROM GENERAL TAX INDEMNITY. The provisions of Section
16 and Section 39(b)(1) will not apply to, and Lessee will have no
responsibility under Section 16 and no liability under Section 39(b)(1) with
respect to:

          (i) Taxes on any Sprint Group Member (other than such Taxes that are
     sales, use, rental, property, stamp, document filing, license, or ad
     valorem Taxes, or value added Taxes that are in the nature of or in lieu of
     such Taxes) imposed on any such member that are franchise Taxes, privilege
     Taxes, doing business Taxes, or Taxes imposed on, based on or measured by,
     gross or net income, receipts, capital, or net worth of any such member
     which are imposed by any state, local, or other taxing authority within the
     United States or by any foreign or international taxing authority;

          (ii) Taxes imposed by any jurisdiction on any Sprint Group Member
     solely as a result of its activities in such jurisdiction unrelated to the
     transactions contemplated by this Agreement and related documents;

          (iii) Taxes on any Sprint Group Member that would not have been
     imposed but for the willful misconduct or gross negligence of any such
     member or an Affiliate of any Sprint Group Member or the inaccuracy or
     breach of any representation, warranty, or covenant of such Tax Indemnitee
     or any of its Affiliates under the Transaction Documents (except to the
     extent such inaccuracy or breach is attributed to an inaccuracy or breach
     of any representation, warranty or covenant of Lessee or an Affiliate under
     the Transaction Documents);

          (iv) Taxes which are attributable to any period or circumstance
     occurring after the expiration or earlier termination of the Term with
     respect to a Site, except to the extent attributable to (I) a failure of
     Lessee or any of its transferees or sublessees or users of the Leased
     Property (other than Lessor or Sprint or its Affiliates) to fully discharge
     its obligations under this Agreement and related documents, (II) Taxes
     imposed on or with respect to any payments that are due after the
     expiration or earlier termination of the Term with respect to a Site and
     which are attributable to a period or circumstance occurring prior to or
     simultaneously with such expiration or earlier termination, (III) the entry
     into a New Lease under Section 40 of this Agreement; or (IV) any severance
     of this Agreement under Section 41;

          (v) any Tax that is being contested in accordance with the provisions
     of Section 39(d) during the pendency of such contest, but only for so long
     as such contest is continuing in accordance with Section 39(d) and payment
     is not otherwise required pursuant to Section 39(d);

          (vi) Taxes imposed on a Tax Indemnitee that would not have been
     imposed but for any act of such Tax Indemnitee (or any Affiliate thereof)
     that is expressly prohibited, or omission of an act that is expressly
     required, as the case may be, by any Transaction Document;

          (vii) Taxes that would not have been imposed but for any voluntary
     sale, assignment, transfer, pledge, or other disposition or hypothecation
     or the involuntary sale,


                                       82



     assignment, transfer, or other disposition attributable to the bankruptcy,
     insolvency or the breach of any covenant or obligation of the Tax
     Indemnitee set forth in the Transaction Documents of or by any such Tax
     Indemnitee, in either case, of any of the Leased Property or portion of
     such Leased Property by any such Tax Indemnitee other than a sale,
     assignment, transfer, or disposition (A) contemplated by the Transaction
     Documents, (B) otherwise resulting from the exercise by any Sprint Group
     Member of its rights or performance of its obligations under the
     Transaction Documents or (C) attributable to a default by Lessee and/or
     exercise of remedies under this Agreement;

          (viii) Taxes imposed on a Tax Indemnitee that would not have been
     imposed but for such Tax Indemnitee's (or Affiliate's) breach of its
     contest obligations under Section 39(d) (but only to the extent such breach
     materially prejudices the Lessee's ability to contest such Taxes or results
     in an increase in the amount of Lessee's indemnification obligation
     hereunder);

          (ix) Taxes imposed on a Tax Indemnitee in the nature of interest,
     penalties, fines and additions to Tax to the extent based upon issues
     unrelated to the transactions contemplated by the Transaction Documents;

          (x) Taxes imposed on any Sprint Group Member that are United States
     federal, state or local net income Taxes of any such member;

          (xi) Taxes imposed in connection with or as a result of the leasing or
     use of the Sprint Collocation Space by Sprint or its Affiliates or the
     payment or accrual of the Sprint Collocation Charge; or

          (xii) Taxes to the extent that they are not the responsibility of
     Lessee as described in Section 16(a) without regard to this subsection.

The provisions of this Section 39(b)(2) will not apply to any Taxes imposed in
respect of the receipt or accrual of any payment made by Lessee on an After-Tax
Basis.

          (3) REPORTS. If any report, return, certification, or statement is
required to be filed with respect to any Tax that is the responsibility of
Lessee under Section 16 or is subject to indemnification under this Section
39(b), Lessee will timely prepare and file the same to the extent permitted by
law (except for (i) any report, return, or statement relating to any net income
Taxes or, (ii) any report, return, or statement relating to any other Taxes not
subject to indemnity under Section 39(b)(2)(i) or any Taxes in lieu of or
enacted in substitution for any of the foregoing, except that, in such cases,
Lessee will timely provide information necessary to file such report, return, or
statement, (iii) any report, return, or statement relating to Property taxes or
(iv) any other report, return, certification, or statement which any Sprint
Group Member has notified Lessee that such member intends to prepare and file);
provided, that any Sprint Group Member will have furnished Lessee, at Lessee's
expense, with such information reasonably necessary to prepare and file such
returns as is within such member's control. Lessee will either file such report,
return, certification, or statement and send a copy of such report, return,
certification, or statement to the member, or, where not so permitted to file,
will notify the member of such requirement within a reasonable period of time
prior to the due date for filing


                                       83



(without regard to any applicable extensions) and prepare and deliver such
report, return, certification, or statement to the member. In addition, within a
reasonable time prior to the time such report, return, certification, or
statement is to be filed, Lessee will, to the extent permitted by law, cause all
billings of such Taxes to be made to each Sprint Group Member in care of Lessee,
make such payment, and furnish written evidence of such payment. Lessee will
furnish promptly upon written request such data, records and documents as any
Sprint Group Member may reasonably require of Lessee to enable such member to
comply with requirements of any taxing jurisdiction arising out of such member's
participation in the transactions contemplated by this Agreement and related
documents.

          (4) PAYMENTS. With the exception of Property Taxes, any Tax for which
Lessee is responsible under Section 16 or any tax indemnified under this Section
39(b) will be paid by Lessee directly when due to the applicable taxing
authority if direct payment is permitted, or will be reimbursed to the
appropriate Sprint Group Member on demand if paid by such member in accordance
herewith. Property Taxes will be paid in accordance with Sections 16(b) and (c).
Except as explicitly provided in Section 16 or as otherwise provided in this
Section 39(b), all amounts payable to a Sprint Group Member under Section 16 or
this Section 39 will be paid promptly in immediately available funds, but in no
event later than the later of (i) ten (10) business days after the date of such
demand or (ii) two (2) Business Days before the date the Tax to which such
amount payable relates is due or is to be paid and will be accompanied by a
written statement describing in reasonable detail the Tax and the computation of
the amount payable. Such written statement will, at Lessee's request, as long as
payment is not delayed, be verified by a nationally recognized independent
accounting firm selected by such member. Such verification will be at Lessee's
expense unless the accounting firm determines that the amount payable by Lessee
is more than ten percent less than the amount shown on such written statement,
in which event, the applicable Sprint Group Member will pay such costs. In the
case of a Tax subject to indemnification under this Section 39(b) which is
properly subject to a contest in accordance with Section 39(d), Lessee (i) will
be obligated to make any advances with respect to such Tax whenever required
under Section 39(d) and (ii) will pay such Tax (in the amount finally determined
to be owing in such contest) on an After-Tax Basis prior to the latest time
permitted by the relevant taxing authority for timely payment after a final
determination.

     (c) TAX SAVINGS. If, by reason of any payment made, or events giving rise
to such payment, to or for the account of any Tax Indemnitee by Lessee pursuant
to Section 39(a) or 39(b), such Tax Indemnitee at any time realizes a reduction
in any Taxes or receives a refund which was not taken into account previously in
computing such payment by Lessee to or for the account of the Tax Indemnitee,
then the Tax Indemnitee will pay to Lessee an amount equal to such actual
reduction in Taxes or such refund (including interest received), plus the amount
of any additional reduction in Taxes of the Tax Indemnitee attributable to the
payment made by the Tax Indemnitee to Lessee pursuant to this sentence;
provided, however, that (A) the Tax Indemnitee will not be obligated to make
such payment with respect to any net Tax savings or refund to the extent that
the amount of such payment would exceed the excess of (x) all prior indemnity
payments (excluding costs and expenses incurred with respect to contests) made
by Lessee over (y) the amount of all prior payments by the Tax Indemnitee to
Lessee; provided, that any such excess tax savings realized (or deemed realized)
by such Tax Indemnitee which are not paid to Lessee as a result of this
subclause (A) will be carried forward and reduce Lessee's obligations to make
subsequent payments to such Tax Indemnitee pursuant to Section 39 of this


                                       84



Agreement; and (B) if any such Tax savings or refund realized by such the Tax
Indemnitee, or any tax savings taken into account for purposes of determining
"After-Tax Basis" will be lost or otherwise determined to be unavailable, such
lost or otherwise unavailable Tax savings or refund will be treated as a Tax for
which Lessee must indemnify the Tax Indemnitee pursuant to Section 39(a) or
39(b), as the case may be (without regard to the exceptions in Section 39(a)(4)
and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv),
39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of this Section 39(c), each Tax
Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is
assumed to be taxable at the actual rate.

     (d) CONTEST RIGHTS. In the event that any Tax Indemnitee receives any
written notice of any potential claim or proposed adjustment against such Tax
Indemnitee that would result in a Tax Loss or a Tax against which Lessee may be
required to indemnify pursuant to Section 39(a) or 39(b) (a "TAX CLAIM"), such
Tax Indemnitee will promptly notify Lessee of the claim and provide Lessee with
information relevant to such claim; provided, that the failure by the Tax
Indemnitee to provide any such information will not be treated as a failure to
comply with this Section 39(d) unless the failure materially prejudices the
conduct of such contest. With respect to Taxes indemnified under Section 39(b),
Lessee will control the contest at Lessee's expense. With respect to Taxes
indemnified under Section 39(a), the Tax Indemnitee will control the contest at
Lessee's expense but will consult with Lessee in good faith, but Lessee may
require the Tax Indemnitee to contest such Tax Claim at Lessee's expense and, in
that event, the Tax Indemnitee will consult with Lessee in good faith, but the
Tax Indemnitee will retain ultimate control over such contest. The Tax
Indemnitee will not be obligated to contest any Tax Claim unless (i) in the case
of a contest with respect to federal income Taxes, prior to taking the first
such required action, Lessee will have furnished to the Tax Indemnitee an
opinion of a nationally recognized, independent tax counsel chosen by Lessee and
reasonably acceptable to the Tax Indemnitee to the effect that there is a
reasonable basis as defined in Treas. Reg. Section 1.6662-3(b)(3) as in effect
(on the Effective Date) for the position to be asserted in contesting the matter
in question, (ii) no event of default by Lessee under this Agreement will have
occurred and be continuing, (iii) such contest does not involve a material risk
to the Tax Indemnitee of sale, forfeiture, or loss of, or the creation of any
lien on, any of the Leased Property or the imposition of criminal penalties and
(iv) if Lessee reasonably requests, and the Tax Indemnitee elects to pursue, a
contest that requires payment of the Tax as a condition to pursuing the contest,
Lessee will loan, on an interest-free basis, sufficient funds to the Tax
Indemnitee to pay the Tax and any interest or penalties due on the date of
payment, and will fully indemnify the Tax Indemnitee for any adverse Tax
consequences resulting from such advance. The Tax Indemnitee will not make,
accept, or enter into a settlement or other compromise with respect to any Taxes
indemnified pursuant to Section 39(a) or forego or terminate any such proceeding
with respect to Taxes indemnified pursuant to this Section 39(b), without the
prior written consent of Lessee, which consent will not be unreasonably
withheld. The Tax Indemnitee will not be required to appeal any adverse decision
of the United States Tax Court, a Federal District Court, or any comparable
trial court unless Lessee will have furnished to the Tax Indemnitee an opinion
of a nationally recognized, independent tax counsel chosen by Lessee and
reasonably acceptable to the Tax Indemnitee, to the effect that there is
substantial authority for the position to be asserted in appealing the matter in
question. Sprint Collocator shall cause its Affiliates to comply with their
obligations under this Section 39(e).


                                       85



     (e) TAX RECORDS. Lessor, Sprint and Lessee agree to furnish or cause to be
furnished to each other, upon request, as promptly as practicable, such
information and assistance relating to the Sites (including, without limitation,
access to books and records) as is reasonably necessary for tax purposes.
Lessor, Sprint and Lessee will retain all books and records with respect to
Taxes indemnifiable under Section 39(b) or payable under Section 16 pertaining
to the Sites for a period of at least seven (7) years following the close of the
tax year to which the information relates, or sixty (60) days after the
expiration of any applicable statute of limitations, whichever is later. At the
end of such period, each Party will provide the other with at least sixty (60)
days' prior written notice before destroying any such books and records, during
which period the Party receiving such notice can elect to take possession, at
its own expense, of any books and records reasonably required by such Party for
tax purposes. Lessor, Sprint and Lessee will cooperate with each other in the
conduct of any audit or other proceeding relating to Taxes involving the Sites.

     (f) SURVIVAL. The agreements and indemnitees contained in this Section 39
shall survive the termination of this Agreement with respect to any Site.

     SECTION 40. LESSEE LENDER PROTECTIONS.

     For any Lessee Lender, if Lessor is given written notice specifying the
name and address of the Lessee Lender, or its servicing agent, and the
applicable title of an officer or other responsible individual charged with
processing notices of the type required under this Section 40, then the
following provisions shall apply with respect to such Lessee Lender for so long
as any Mortgage granted by Lessee to such Lessee Lender shall remain unsatisfied
of record:

     (a) MODIFICATION, TERMINATION OR SURRENDER OF AGREEMENT.

          (i) The Lessee Lender shall not be bound by any modification or
     amendment of this Agreement in any respect so as to materially increase the
     liability of Lessee hereunder or materially increase the obligations or
     materially decrease the rights of Lessee without the prior written consent
     of the Lessee Lender, which consent shall no be unreasonably withheld.
     Further, this Agreement may not be surrendered or terminated other than in
     compliance with the provisions of this Section 40). Any such modification,
     amendment, surrender or termination not in accordance with the provisions
     of this Section 40 shall not be binding on any such Lessee Lender or any
     other Person who acquires title to its foreclosed interest.

          (ii) In addition, from time to time upon the request of a Lessee
     Lender (but not more than three (3) times in any one (1) year period
     (excluding the first year following the Effective Date), Lessor shall
     execute and deliver to such Lessee Lender an estoppel certificate in a form
     reasonably acceptable to Lessor and the Lessee Lender.

     (b) NOTICE AND CURE RIGHTS.

          (i) Lessor, upon serving Lessee with any notice of default under the
     provisions of, or with respect to, this Agreement, shall also serve a copy
     of such notice upon the Lessee Lender (in the same manner as required by
     for notices to Lessee) at the


                                       86



     address specified herein, or at such other address as a Lessee Lender shall
     designate in writing to Lessor.

          (ii) In the event of a default or breach by Lessee under this
     Agreement, the Lessee Lender shall have the right, but not the obligation,
     to remedy such event, or cause the same to be remedied, within ten days
     (10) days after the expiration of all applicable grace or cure periods
     provided to Lessee in this Agreement, in the event of a monetary default or
     breach, or within sixty (60) days after the expiration of all applicable
     grace or cure periods provided to Lessee in this Agreement in the event of
     any other breach or default, and Lessor shall accept such performance by or
     at the instance of the Lessee Lender as if the same had been made by
     Lessee, provided, that if any such non-monetary default or breach that is
     capable of cure requires Lessee Lender to acquire possession of the
     Lessee's interest in the Sites that are the subject of such breach or
     default, such period will be extended for such reasonable period as may be
     required to obtain such possession and cure such default of breach;
     provided, however, during such extended period, Lessee Lender must continue
     to cure other defaults and breaches in accordance with the provisions of
     this Section 40(b)(ii).

          (iii) In the event of the termination of this Agreement prior to the
     expiration of the Term of this Agreement as provided herein for any reason
     (other than Lessee's failure to cure under (ii) above), including pursuant
     to Section 365 of the federal bankruptcy code, as amended from time to
     time, including any successor legislation thereto, or otherwise, Lessor
     shall serve upon Lessee Lender written notice that this Agreement has been
     terminated, together with a statement of any and all sums due under this
     Agreement and of all breaches and events of default under this Agreement,
     if any, then known to Lessor. Lessee Lender thereupon shall have the
     option, which option must be exercised by Lessee Lender's delivering notice
     to Lessor within then (10) Business Days after the Lessee Lender's receipt
     of notice from Lessor that the Lease has been terminated to cure any such
     Lessee breaches or Lessee events of default (and any Lessee breaches or
     Lessee events of default not susceptible of being cured by the Lessee
     Lender shall be deemed to have been waived) and the right to enter into a
     new lease (the "NEW LEASE") (i) effective as of the date of termination of
     this Agreement, (ii) for the remainder of what otherwise would have been
     the Term of this Agreement but for such termination, (iii) at and upon all
     the agreements, terms, covenants, and conditions of this Agreement (with no
     Rent or Pre-Lease Rent payable thereunder), and (iv) including any
     applicable right to exercise the purchase option under Section 36
     (collectively, the "NEW LEASE TERMS"). Upon the execution and delivery of a
     new lease under this Section 40, all Collocation Agreements and other
     agreements which theretofore may have been assigned to the Lessor (or
     reverted back to Lessor as a matter of law) thereupon shall be assigned and
     transferred, without recourse, representation or warranty, by Lessor to the
     lessee named in such new lease.

          (iv) Any notice or other communication which a Lessee Lender shall
     desire or is required to give to or serve upon Lessor shall be deemed to
     have been duly given or served if sent to Lessor in accordance with the
     provisions of this Agreement at the address set forth herein.


                                       87



     (c) PARTICIPATION IN CERTAIN PROCEEDINGS AND DECISIONS. Any Lessee Lender
shall have the right to intervene and become a party, but only with respect to
Lessee's involvement, in any Arbitration, litigation, condemnation or other
proceeding affecting this Agreement to the extent of its security interest
herein. Lessee's right to make any election or decision under this Agreement
that is required or permitted to be made by Lessee with respect to the
negotiation or acceptance of any Award or insurance settlement shall be subject
to the prior written approval of such Lessee Lender.

     (d) NO MERGER. Without the written consent of each Lessee Lender, the
leasehold interest created by this Agreement shall not merge with the fee
interest in all or any portion of the Sites, notwithstanding that the fee
interests and the leasehold interests are held at any time by the same Person.

     (e) ENCUMBRANCES ON PERSONAL PROPERTY AND SUBLEASES. Lessor hereby consents
to Lessee's grant, if any, to any Lessee Lender of a security interest in the
personal property owned by Lessee and located at the Sites and a collateral
assignment of subleases of the interest of Lessee in all or any portion of the
Sites and the rents, issues and profits therefrom, if any and a pledge of any
equity interests in Lessee. Lessor agrees that any interest that Lessor may have
in such personal property, whether granted pursuant to this Agreement or by
statute, shall be subordinate to the interest of any Lessee Lender.

     (f) NOTICE OF DEFAULT UNDER ANY SECURED LESSEE LOAN. Lessee shall promptly
deliver to Lessor a true and correct copy of any such notice of default, notice
of acceleration or other notice regarding a default by Lessee under a Secured
Lessee Loan after Lessee's receipt of the same.

     (g) CASUALTY AND CONDEMNATION PROCEEDS. Notwithstanding anything in this
Agreement to the contrary, in the event of any casualty to or condemnation of
any Site or any portion thereof during such time as any Secured Lessee Loan
shall remain unsatisfied, the Lessee Lender shall be entitled to receive all
insurance Proceeds and/or condemnation awards (up to the amount of the
indebtedness secured by the Lessee Loan) otherwise payable to Lessee and apply
same to restoration of the Leased Property in accordance with the provisions of
this Agreement (to the extent required by the terms of this Agreement); provided
that if the Leased Property is not required to be restored pursuant to the terms
of this Agreement, such Proceeds may be applied to the Secured Lessee Loan. Upon
the Lessee Lender's request, the name of such Lessee Lender may be added to the
"Loss Payable Endorsement" of any and all insurance policies required to be
carried by Lessee hereunder.

     (h) OTHER. Notwithstanding any other provision of this Agreement to the
contrary, (i) Lessor shall not be obligated to provide the benefits and
protections afforded to Lessee Lenders in this Section 40 to more than two (2)
Lessee Lenders at any given time or (ii) in no event whatsoever will there be
any subordination of the rights and interests of Lessor or of Sprint Collocator
or its Affiliates in and to the Sprint Collocation Space by virtue of any
Mortgage granted by Lessee to any Lessee Lender and each Lessee Lender will,
upon request, confirm such fact in writing. If there is more than one Lessee
Lender subject to the provisions of this Section 40, Lessor shall recognize the
Lessee Lender exercising rights afforded by this Section 40 whose Secured Lessee
Loan is most senior in lien (unless a Lessee Lender junior in lien


                                       88



requires that the holder thereof have a superior entitlement to such rights, and
the other Lessee Lender senior in lien shall agree in writing to such request,
in which event such recognition shall be of the holder of that Secured Lessee
Loan), provided that such Lessee Lender shall have complied with the provisions
of this Section 40; provided, however, that Lessor shall have no obligation to
determine which Lessee Lender is indeed senior in lien and shall have no
liability to either Lessee Lender for an erroneous determination, if Lessor
attempts to make such a determination, so long as such determination is made in
good faith based upon the evidence and information of lien priority provided to
Lessor by the Lessee Lenders. Each Lessee Lender shall have the right to appear
in any arbitration or other material proceedings arising under this Agreement
and to participate in any and all hearings, trials and appeals in connection
therewith, but only to the extent related to the rights or obligations of Lessee
in the matter that is the subject of the arbitration or proceedings or to
protect the security interest of Lessee in the Leased Property.

     (i) RECOURSE OF LESSOR. Lessor's recourse against any Lessee Lender shall
be expressly limited to the Lessee Lender's interest in this Agreement and in
the Sites and any and all real, personal and intangible property associated with
the Sites (including without limitation, any revenues from any Collocation
Agreements or any Proceeds or Awards).

     SECTION 41. FINANCEABLE SITES AND SEVERED LEASES.

     (a) NON-FINANCEABLE SITES. With respect to each Site that is not a
Financeable Site on the Effective Date, Lessee will use commercially reasonable
efforts to make each such Site a Financeable Site prior to the one-year
anniversary of the Effective Date. In connection therewith, Lessee will take
such actions and incur such costs, expenses and fees as are commercially
reasonable in light of Lessee's financing structure.

     (b) MUTUAL COOPERATION. In connection with Lessee's efforts under this
Section 41(b), Lessor and the Sprint Additional Parties shall (and shall cause
its Affiliates to) be actively involved with Lessee in all material aspects of
the efforts to make all Sites Financeable Sites and shall use commercially
reasonable efforts to cooperate with Lessee in such respect (but without
obligation to pay any out-of-pocket costs, expenses or fees in respect thereof
or related thereto). Lessee shall provide to Lessor and the Sprint Additional
Parties information in reasonable detail from time to time with respect to the
actions taken by Lessee pursuant to this Section 41, and Lessor and the Sprint
Additional Parties shall have the right to request, which request shall be
reasonably approved by Lessee, to directly contact the applicable Parties in an
effort to cause any Site to become a Financeable Site; provided that the
foregoing shall not obligate Lessor or the Sprint Additional Parties to expend
any amounts in connection therewith and may not obligate Lessee to expend any
amounts in connection therewith.

     (c) FAILURE OF SITES TO BE FINANCEABLE.

          (i) Within thirty (30) days following the one-year anniversary of the
     Effective Date, Lessee will deliver to Lessor a written statement listing
     all the Sites that are not Financeable Sites (the "PRELIMINARY
     NON-FINANCEABLE SITES STATEMENT") together with any Non-Financeable Site
     supporting documentation that Lessee deems relevant to be delivered
     therewith. Within fifteen (15) Business Days after receipt by Lessor of the


                                       89



     Preliminary Non-Financeable Sites Statement, Lessor shall have the right to
     request Non-Financeable Site Supporting Documentation reasonably required
     by Lessor. Lessor will have thirty (30) days following its receipt of the
     Preliminary Non-Financeable Sites Statement and all Non-Financeable Site
     Supporting Documentation requested by Lessor in a timely manner as provided
     herein to notify Lessee of any objection with respect to the inclusion on
     such statement of a Site as not being a Financeable Site (and must state
     any such objection on a Site-by-Site basis, together with a reasonably
     detailed explanation of such objection). If Lessor does not so notify
     Lessee of any such objection to a specific Site not being a Financeable
     Site within such thirty (30) day period in accordance with this Section
     41(c), the Preliminary Non-Financeable Sites Statement with respect to such
     Site will be deemed to be the final non-financeable sites statement (the
     "FINAL NON-FINANCEABLE SITES STATEMENT"). All Sites on the Final
     Non-Financeable Site Statement shall be deemed to be "NON-FINANCEABLE
     SITES."

          (ii) Lessor and Lessee will cooperate in good faith for ten (10)
     Business Days to resolve any dispute relating to the Preliminary
     Non-Financeable Sites Statement. If the Parties are unable to resolve any
     dispute relating to the Preliminary Non-Financeable Sites Statement within
     such ten (10) Business Day period, the Parties will initiate arbitration
     proceedings in accordance with the provisions of Section 31(h) to seek
     final determination of which Sites are included on the Final
     Non-Financeable Site Statement.

          (iii) If the sum of (x) the aggregate amount of the Non-Financeable
     Sites Financing Costs for all Non-Financeable Sites included on the Final
     Non-Financeable Sites Statement rendered pursuant to this Agreement and (y)
     the Non-Financeable Sites Financing Costs for all Non-Financeable Sites
     included on the Final Non-Financeable Sites Statement (under and as defined
     in each Additional Master Lease and Sublease) (collectively, the "TOTAL
     NON-FINANCEABLE SITE FINANCING COSTS") exceeds $10,000,000, the Sprint
     Additional Parties will pay to Lessee and the lessee under each Additional
     Master Lease and Sublease in aggregate one payment (which payment shall be
     divided between Lessee and the Additional Master Lease Lessees based upon
     agreement as between such Persons) in an amount equal to fifty percent
     (50%) of the positive excess of (A) the Total Non-Financeable Sites
     Financing Costs over (B) $10,000,000 by wire transfer of immediately
     available funds to an account jointly designated in writing by Lessee and
     the Additional Master Lessees; provided, however, that the Sprint
     Additional Parties shall have no obligation to pay any such amount
     attributable to any matter for which any Lessee Indemnitee has received
     payment pursuant to a claim for indemnification under Article 9 of the
     Agreement to Lease and Sublease.

     (d) SEVERANCE OF AGREEMENT.

          (i) In order for Lessee's Affiliates from time to time to cause the
     financing of Sites, Lessee shall have the right to cause the severance of
     this Agreement (or future Severance Leases) into multiple Severance Leases
     and have the "lessee's/operator's" right under such Severance Lease for the
     Severed Sites (as well as the "lessor's" right under the Sprint Collocation
     Agreement with respect to the Severed Sites) assumed by a GSI Financing
     Subsidiary, provided this Lease shall not be severed into more than three
     (3)


                                       90



     Severance Leases in the aggregate and shall also be subject to the
     limitation set forth in the first sentence of Section 41(d)(ii)(B). Each
     Severance Lease shall be substantially in the form of this Lease, with
     appropriate modifications to reflect the fact that this Agreement has been
     severed. The Exhibits for such Severance Leases shall include the
     applicable information set forth in the Exhibits for this Agreement, solely
     with respect to the Severed Sites. Upon entering into each Severance Lease,
     the Parties shall also amend the exhibits to this Agreement to exclude each
     of the Severed Sites. Lessee shall also have the right to sever each of the
     Master Collocation Agreements with respect to the Severed Sites (and, if
     requested by Lessee, Sprint Collocator shall cause its Affiliates to assist
     Lessee in effectuating same). The obligations of the "lessee" under each
     Severance Lease to Lessor and Sprint under each Severed Lease shall be
     separate and distinct from the obligations of the "lessee" under this
     Agreement and under each other Severed Lease, and this lease and the
     Severed Leases shall not be cross-defaulted with one another, and the
     obligations of Lessee and the lessees under each severance lease and the
     Additional Master Lease and Subleases, at Lessee's election (and Global
     Parent under each Severed Lease), shall be separate and distinct from one
     another. If Lessee desires the other Parties to enter into a Severance
     Lease, Lessee shall send notice to Lessor and Sprint Collocator (the
     "SEVERANCE NOTICE") informing Lessor and Sprint Collocator of its desire to
     enter into a Severed Lease, specifying the applicable Sites and including
     with such notice an executable Severed Lease and amendment hereto, along
     with amended memoranda of leases or Site Designation Supplements with
     respect to the applicable Sites. Lessor and Sprint Collocator shall upon
     receipt of same, review and reasonably cooperate with Lessee (and Sprint
     Collocator shall cause its Affiliates to cooperate) to effect the execution
     and delivery of any Severed Lease. Under each Severance Lease and this
     Lease, following execution of a Severance Lease the Global Parent Maximum
     Obligation hereunder and thereunder shall be reduced to an amount equal to
     the Ratable Global Parent Maximum Obligation hereunder and thereunder, and,
     if requested by Lessor, Global Parent will confirm such Ratable Global
     Parent Maximum Obligation in writing. "RATABLE GLOBAL PARENT MAXIMUM
     OBLIGATION" shall mean an amount equal to the product of (x) the Global
     Parent Maximum Obligation and (y) a fraction the numerator of which is the
     aggregate sum of the Rent and the Pre-Lease Rent for the Sites remaining
     under this Lease or a Severance Lease, as applicable and the denominator of
     which is the aggregate sum of the Rent and the Pre-Lease Rent hereunder on
     the date hereof. Notwithstanding the foregoing, the Parties acknowledge and
     agree that for all tax purposes, including Section 467 of the Code, a
     Severance Lease shall be treated as a continuation of this Agreement with
     respect to the Severed Sites, no Severance Lease will contain any
     substantial modifications to this Agreement, and with respect to each Site,
     any Severance Lease and this Agreement will be treated as one lease
     agreement.

          (ii) Notwithstanding anything to the contrary contained herein or in
     any other Additional Master Lease and Sublease, (A) Lessee, in a Severance
     Notice, may elect to modify the definition of "Cross-Defaulted Master Lease
     and Sublease" to include any or none of the Additional Master Leases and
     Subleases (or Severance Leases thereunder) and (B) regardless of the number
     of Severance Leases hereunder or under the other Additional Master Leases
     and Subleases, there shall not be at any time, in the aggregate, more than
     three (3) Cross-Defaulted Lease Pools. For example, if pursuant to a
     Severance Notice, this Agreement is severed into three Master Leases and
     Subleases


                                       91



     and no other Additional Master Leases and Subleases are severed, and Lessee
     elects to treat (x) the first such Severed Lease ("SEVERED LEASE #1") as
     not being cross-defaulted with any other Additional Master Leases and
     Subleases, then the definition of Cross-Defaulted Master Lease and Sublease
     under such Severed Lease shall mean "none" and Severed Lease #1 shall be
     treated as its own Cross-Defaulted Lease Pool; and (y) the second such
     Severed Lease ("SEVERED LEASE #2") as cross-defaulted with Master Lease and
     Sublease Four and Master Lease and Sublease Six, then the definition of
     Cross-Defaulted Master Lease and Sublease under such Severed Lease #2 shall
     mean "Master Lease and Sublease Four and Master Lease and Sublease Six,"
     and Severed Lease #2 and Master Lease and Sublease Four and Master Lease
     and Sublease Six shall be treated as a Cross-Defaulted Lease Pool; and the
     definition of "Cross-Defaulted Master Lease and Sublease" under the third
     such Severed Lease ("SEVERED LEASE #3") shall include all of the other
     Additional Master Leases and Subleases not included in clauses (x) and (y)
     of this sentence, and Severed Lease #3 and such other Additional Master
     Leases and Subleases shall be treated as a Cross-Defaulted Lease Pool.

     (e) SEVERANCE OF INDEMNIFICATION OBLIGATIONS. With respect to all
indemnification obligations of Lessee hereunder (or of a GSI Financing
Subsidiary under a Severed Lease), Lessee, at its election, may elect to have
Global Parent provide such indemnities in lieu of Lessee (or the applicable GSI
Financing Subsidiary), and in connection therewith execute an indemnity
reasonably acceptable to Lessor and Sprint, and upon execution of same, Lessor
will acknowledge that Lessee is relieved of all indemnification obligations
hereunder.

     (f) COOPERATION WITH FINANCING. Sprint and Lessor acknowledge that in
connection with the financings of its interests in the Sites, from time to time,
Lessee may require legal opinions (or updates thereof or reliance letters or
similar items with respect thereto) from its counsel, at Lessee's expense, with
respect to certain bankruptcy-related matters and in connection therewith Sprint
and Lessor will cooperate in taking such actions as may be reasonably required
to give such opinions as Lessee may reasonably request and to provide customary
undertakings, representations and certificates (including without limitation, as
corporate structure charts, certifications that the requirements of the LLC
Agreement will be, and have at all times been, complied with), such cooperation
and provision at Lessee's expense.

     SECTION 42. GLOBAL PARENT GUARANTY.

     (a) Global Parent unconditionally guarantees to the Sprint Indemnitees the
full and timely payment and performance and observance of all of the terms,
provisions, covenants and obligations of Lessee under this Agreement (the
"LESSEE OBLIGATIONS"). Global Parent agrees that if Lessee defaults at any time
during the Term of this Agreement in the performance of any of the Lessee
Obligations, Global Parent shall faithfully perform and fulfill all Lessee
Obligations that involve payment of a fixed sum and shall pay to the applicable
beneficiary all attorneys' fees, court costs, and other expenses, costs and
disbursements incurred by the applicable beneficiary on account of any default
by Lessee and on account of the enforcement of this guaranty. Notwithstanding
anything to the contrary contained herein (but subject to the provisions of
Section 41(d)), the maximum aggregate amount payable hereunder by Global Parent
shall be One Hundred Fifteen Million Eight Hundred Eighty Two Thousand Five
Dollars ($115,882,005) (the "GLOBAL PARENT MAXIMUM OBLIGATION") and following
aggregate payment


                                       92



by Global Parent to the Sprint Indemnitees of such amount, Global Parent shall
have no further obligations hereunder.

     (b) The foregoing guaranty obligation of Global Parent shall be enforceable
by any Sprint Indemnitee in an action against Global Parent without the
necessity of any suit, action, or proceedings by the applicable beneficiary of
any kind or nature whatsoever against Lessee, without the necessity of any
notice to Global Parent of Lessee's default or breach under this Agreement, and
without the necessity of any other notice or demand to Global Parent to which
Global Parent might otherwise be entitled, all of which notices Global Parent
hereby expressly waives. Global Parent hereby agrees that the validity of this
guaranty and the obligations of Global Parent hereunder shall not be terminated,
affected, diminished, or impaired by reason of the assertion or the failure to
assert by any Sprint Indemnitee against Lessee any of the rights or remedies
reserved to such Sprint Indemnitee pursuant to the provisions of this Agreement
or any other remedy or right which such Sprint Indemnitee may have at law or in
equity or otherwise.

     (c) Global Parent covenants and agrees that this guaranty is an absolute,
unconditional, irrevocable and continuing guaranty. The liability of Global
Parent hereunder shall not be affected, modified, or diminished by reason of any
assignment, renewal, modification or extension of this Agreement or any
modification or waiver of or change in any of the covenants and terms of this
Agreement by agreement of a Sprint Indemnitee and Lessee, or by any unilateral
action of either a Sprint Indemnitee or Lessee, or by an extension of time that
may be granted by a Sprint Indemnitee to Lessee or any indulgence of any kind
granted to Lessee, or any dealings or transactions occurring between a Sprint
Indemnitee and Lessee, including, without limitation, any adjustment,
compromise, settlement, accord and satisfaction, or release, or any bankruptcy,
insolvency, reorganization, arrangements, assignment for the benefit of
creditors, receivership, or trusteeship affecting Lessee. Global Parent does
hereby expressly waive any suretyship defense it may have by virtue of any
statute, Law, or ordinance of any state or other Governmental Authority.

     (d) All of the Sprint Indemnitees' rights and remedies under this guaranty
are intended to be distinct, separate and cumulative and no such right and
remedy herein is intended to be the exclusion of or a waiver of any other.
Global Parent hereby waives presentment demand for performance, notice of
nonperformance, protest notice of protest, notice of dishonor, and notice of
acceptance. Global Parent further waives any right to require that an action be
brought against Global or any other Person or to require that resort be had by a
beneficiary to any security held by such beneficiary.

     SECTION 43. GENERAL PROVISIONS.

     (a) COUNTERPARTS. This Agreement may be executed in counterparts, each of
which will be deemed to be an original, but all of which will constitute one and
the same agreement.

     (b) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of New York (regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof)
as to all matters, including matters of validity, construction, effect,
performance and remedies.


                                       93



     (c) ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS. This Agreement (including the
Exhibits), constitutes the entire agreement between the Parties with respect to
the subject matter of this Agreement and supersede all prior agreements, both
written and oral, between the Parties with respect to the subject matter of this
Agreement. This Agreement will be binding upon and inure solely to the benefit
of each Party and its successors and permitted assigns.

     (d) FEES AND EXPENSES. Except as otherwise specifically set forth in this
Agreement, whether the transactions contemplated by this Agreement are or are
not consummated, all legal and other costs and expenses incurred in connection
with this Agreement and the transactions contemplated by this Agreement will be
paid by the Party incurring such costs and expenses.

     (e) NOTICES. All notices, requests, demands, waivers and other
communications required or permitted under this Agreement will be in writing and
will be deemed to have been delivered (i) five (5) Business Days after being
mailed by first-class mail, postage prepaid, (ii) the next Business Day when
sent overnight by a recognized courier service, (iii) upon confirmation when
sent by telecopy, confirmed by mailing written confirmation at substantially the
same time as such telecopy, or (iv) upon delivery when personally delivered to
the receiving Party (which if other than an individual will be an officer or
other responsible party of the receiving Party). All such notices and
communications will be mailed, sent or delivered as set forth below or to such
other person(s), telex or facsimile number(s) or address(es) as the Party to
receive any such communication or notice may have designated by written notice
to the other Party. A notice delivered to any of Lessor or any Person comprising
Sprint shall be deemed to have been delivered to all such Persons.

          If to Lessor or any Party comprising Sprint, to:

          Sprint Contracts and Performance
          Mailstop KSOPHT0101 - Z2650
          6391 Sprint Parkway
          Overland Park, Kansas 66251-2650
          Hotline: (800) 357-7641
          Fax No. (913) 794-0824
          Attention: Marion S. Crable, Manager

          with a copy to:

          Sprint Law Department
          Mailstop KS0PHT0101-Z2020
          6391 Sprint Parkway
          Overland Park, Kansas 66251
          Fax No. (913) 523-9823
          Attention: Real Estate Attorney

          and a copy of any notice given pursuant to Section 31 to:

          King & Spalding LLP
          191 Peachtree Street
          Atlanta, Georgia 30303-1763


                                       94



          Fax No. (404) 572-5146
          Attention: Raymond E. Baltz, Jr.

          If to Lessee or Global Parent, to:

          c/o Global Signal Inc.
          301 North Cattlemen Road
          Suite 300
          Sarasota, Florida 34232
          Attention: General Counsel

          and a copy of any notice given pursuant to Section 31 to:

          Skadden, Arps, Slate, Meagher & Flom LLP
          4 Times Square
          New York, New York 10036
          Fax No. (212) 735-3000
          Attention: Joseph A. Coco

     (f) HEADINGS. The Section and Article headings contained in this Agreement
are solely for the purpose of reference, are not part of the agreement of the
Parties and will not in any way affect the meaning or interpretation of this
Agreement.

     (g) AMENDMENT; MODIFICATIONS. This Agreement may be amended, modified or
supplemented only by written agreement of the Parties.

     (h) TIME OF THE ESSENCE. Time is of the essence in this Agreement, and
whenever a date or time is set forth in this Agreement, the same has entered
into and formed a part of the consideration for this Agreement.

     (i) SPECIFIC PERFORMANCE. Each Party recognizes and agrees that if any
other Party should refuse to perform any of its obligations under this
Agreement, the remedy at Law would be inadequate and agrees that for breach of
such provisions, each Party will, in addition to such other remedies as may be
available to it at Law or in equity, be entitled to injunctive relief and to
enforce its rights by an action for specific performance to the extent permitted
by applicable Law. Each Party hereby waives any requirement for security or the
posting of any bond or other surety in connection with any temporary or
permanent award of injunctive, mandatory or other equitable relief. Subject to
Section 43(l) of this Agreement, nothing contained in this Agreement will be
construed as prohibiting any Party from pursuing any other remedies available to
it pursuant to the provisions of this Agreement or applicable Law for such
breach or threatened breach, including without limitation the recovery of
damages. The arbitrator referred to in Section 43(l) will be empowered to
enforce this Section 43(i).

     (j) MUTUAL DRAFTING. This Agreement is the result of the joint efforts of
Lessor, Lessee and Sprint, and each provision of this Agreement has been subject
to the mutual consultation, negotiation and agreement of the Parties and there
will be no construction against any Party based on any presumption of that
Party's involvement in the drafting of this Agreement.


                                       95



     (k) JURISDICTION AND CONSENT TO SERVICE. Without limiting the jurisdiction
or venue of any other court, each of the Parties (i) agrees that any suit,
action or proceeding arising out of or relating to this Agreement will be
brought solely in the state or federal courts of the State of New York, (ii)
consents to the exclusive jurisdiction of each such court in any suit, action or
proceeding relating to or arising out of this Agreement, (iii) waives any
objection which it may have to the laying of venue in any such suit, action or
proceeding in any such court, and (iv) agrees that service of any court paper
may be made in such manner as may be provided under applicable Laws or court
rules governing service of process.

     (l) WAIVER OF JURY TRIAL.

          (i) EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY COURT ACTION
     ARISING AMONG ANY OF THE PARTIES, WHETHER UNDER OR RELATING TO THIS
     AGREEMENT, AND WHETHER MADE BY CLAIM, COUNTER CLAIM, THIRD PARTY CLAIM OR
     OTHERWISE. If for any reason the jury waiver is held to be unenforceable,
     the Parties agree to binding arbitration for any dispute arising out of
     this Agreement or any claim arising under any federal, state or local
     statutes, Laws or regulations, under the applicable commercial rules of the
     AAA. Any arbitration will be held in the New York, New York metropolitan
     area and be subject to the Governing Law provision of this Agreement.
     Discovery in the arbitration will be governed by the Local Rules applicable
     in the United States District Court for the Southern District of New York.

          (ii) The agreement of each Party to waive its right to a jury trial
     will be binding on its successors and assigns and will survive the
     termination of this Agreement.

     SECTION 44. NO PETITION; LIMITED RECOURSE AGAINST LESSEE

     Prior to the date that is one year and one day after the date on which this
Agreement has terminated in accordance with its terms, and all obligations of
the Lessee under or in respect to any Secured Lessee Loans have been paid in
full, neither Lessor nor any Sprint Additional Parties will institute, or join
any other Person in instituting, or authorize a trustee or other Person acting
on its behalf or on behalf of others to institute, any bankruptcy,
reorganization, arrangement, insolvency, liquidation, receivership or similar
proceeding under the laws of the United States of America or any state thereof
against the Lessee. The provisions of this Section 44 will survive any
termination of this Agreement.

     SECTION 45. EXECUTION BY SPRINT SPECTRUM L.P., AND SPRINTCOM, INC.

     In addition to Sprint Spectrum L.P. executing this Agreement as "Sprint
Collocator," Sprint Spectrum L.P. and SprintCom, Inc. are executing this
Agreement to confirm, to the extent that a Sprint Additional Party has any
obligations or covenants hereunder, Sprint Spectrum L.P., and SprintCom, Inc.,
as applicable, shall cause such Sprint Additional Party to perform its
obligations or covenants hereunder.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       96



          IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed and sealed by their duly authorized representatives, all effective as
of the day and year first written above.

                                        LESSOR:

                                        STC FIVE LLC


                                        By /s/ Leslie H. Meredith
                                           -------------------------------------
                                        Name:  Leslie H. Meredith
                                        Title: President

                    MASTER LEASE AND SUBLEASE - STC FIVE LLC



                                        SPRINT COLLOCATOR:

                                        SPRINT SPECTRUM L.P.


                                        By /s/ Leslie H. Meredith
                                           -------------------------------------
                                        Name:  Leslie H. Meredith
                                        Title: Vice President

                    MASTER LEASE AND SUBLEASE - STC FIVE LLC



                                        LESSEE:

                                        GLOBAL SIGNAL ACQUISITIONS II LLC


                                        By /s/ Greerson G. McMullen
                                           -------------------------------------
                                        Name:  Greerson G. McMullen
                                        Title: Executive Vice President, General
                                        Counsel, and Secretary


                                        GLOBAL PARENT:

                                        GLOBAL SIGNAL INC.


                                        By /s/ Greerson G. McMullen
                                           -------------------------------------
                                        Name:  Greerson G. McMullen
                                        Title: Executive Vice President, General
                                        Counsel, and Secretary

                    MASTER LEASE AND SUBLEASE - STC FIVE LLC

                                                                    EXHIBIT 10.6

                            MASTER LEASE AND SUBLEASE

                                     BY AND

                                      AMONG

                                  STC SIX LLC,

                              SPRINT SPECTRUM L.P.,

                        GLOBAL SIGNAL ACQUISITIONS II LLC

                                       AND

                               GLOBAL SIGNAL INC.

                            DATED AS OF MAY 26, 2005



                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
SECTION 1.  Definitions...................................................    1
SECTION 2.  Documents.....................................................   18
SECTION 3.  Master Lease Sites and Pre-Lease Sites........................   19
SECTION 4.  Ground Leases.................................................   21
SECTION 5.  Collocation Agreements........................................   26
SECTION 6.  Sprint Collocation Space......................................   28
SECTION 7.  Permitted Use.................................................   31
SECTION 8.  Access........................................................   32
SECTION 9.  Term..........................................................   32
SECTION 10. Withdrawal...................................................    34
SECTION 11. Rent and Pre-Lease Rent; Sprint Collocation Charge...........    34
SECTION 12. Condition of the Sites and Obligations of Lessee.............    37
SECTION 13. Requirements for Alterations; Title to Alterations; Addition
               of Equipment; Work on the Site............................    39
SECTION 14. Damage to the Site, Tower or the Improvements................    40
SECTION 15. Tower Subtenants; Interference...............................    42
SECTION 16. Taxes........................................................    44
SECTION 17. Utilities....................................................    47
SECTION 18. Governmental Permits.........................................    48
SECTION 19. No Liens.....................................................    49
SECTION 20. Condemnation.................................................    50
SECTION 21. Waiver of Subrogation; Indemnity.............................    51
SECTION 22. Subordination of Mortgages...................................    52
SECTION 23. Environmental Covenants......................................    52
SECTION 24. Insurance....................................................    55
SECTION 25. Sprint Right of Alteration and Substitution..................    57
SECTION 26. Assignment and Subletting....................................    59
SECTION 27. Estoppel Certificate.........................................    61
SECTION 28. Holding Over.................................................    61
SECTION 29. Rights of Entry and Inspection...............................    61
SECTION 30. Right to Act for Lessee......................................    62
SECTION 31. Defaults and Remedies........................................    63
SECTION 32. Quiet Enjoyment..............................................    71
SECTION 33. No Merger....................................................    71
SECTION 34. Broker and Commission........................................    71
SECTION 35. Recording of Memorandum of Agreement or Site Designation
               Supplement................................................    71
SECTION 36. Purchase Option..............................................    72
SECTION 37. Net Lease....................................................    74
SECTION 38. Compliance with Specific FCC Regulations.....................    74
SECTION 39. Tax Indemnities..............................................    76
SECTION 40. Lessee Lender Protections....................................    86
SECTION 41. Financeable Sites and Severed Leases.........................    89
SECTION 42. Global Parent Guaranty.......................................    92


                                        i



SECTION 43. General Provisions...........................................    93
SECTION 44. No Petition; Limited Recourse Against Lessee.................    96
SECTION 45. Execution by Sprint Spectrum L.P., and SprintCom, Inc........    96


                                       ii



                            MASTER LEASE AND SUBLEASE

     THIS MASTER LEASE AND SUBLEASE (this "AGREEMENT") is made and entered into
this 26th day of May, 2005 (the "EFFECTIVE DATE"), by STC SIX LLC, a Delaware
limited liability company ("LESSOR"), SPRINT SPECTRUM L.P., a Delaware limited
partnership ("SPRINT COLLOCATOR"), GLOBAL SIGNAL ACQUISITIONS II LLC, a Delaware
limited liability company ("LESSEE"), and GLOBAL SIGNAL INC., a Delaware
corporation ("GLOBAL PARENT"). Lessor, Sprint, Lessee and Global Parent are
sometimes individually referred to in this Agreement as a "PARTY" and
collectively as the "PARTIES".

     WHEREAS certain Affiliates of Sprint operate throughout the United States
and its territories the Sites, which include Towers and related equipment and,
in some cases, buildings, and such Affiliates either own, ground lease or
otherwise have an interest in the tracts of land on which such Towers are
located;

     WHEREAS, Lessee desires to lease or pre-lease the Sites;

     WHEREAS the obligations set forth in this Agreement are interrelated and
required in order for Lessee to lease or pre-lease the Sites;

     In consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree
as follows:

     SECTION 1. DEFINITIONS.

     For purposes of this Agreement, the following capitalized terms have the
following respective meanings:

     "AAA" means the American Arbitration Association or any successor entity.

     "ADDITIONAL MASTER LEASE AND SUBLEASE" collectively and individually, means
Master Lease and Sublease One, Master Lease and Sublease Two, Master Lease and
Sublease Three, Master Lease and Sublease Four and Master Lease and Sublease
Five.

     "ADDITIONAL MASTER LEASE LESSEE" means the "Lessee," as defined in a
Cross-Defaulted Master Lease and Sublease.

     "ADDITIONAL MASTER LEASE LESSOR" collectively and individually, means the
"Lessor," under and as defined in each Cross-Defaulted Master Lease and
Sublease.

     "ADDITIONAL MASTER LEASE SPRINT COLLOCATOR" collectively and individually,
means the "Sprint Collocator," under and as defined in each Cross-Defaulted
Master Lease and Sublease.

     "ADDITIONAL MASTER LEASE SPRINT ADDITIONAL PARTY" collectively and
individually, means the "SPRINT ADDITIONAL PARTY(s)," under and as defined in
each Cross-Defaulted Master Lease and Sublease.



     "AFFILIATE" (and, with a correlative meaning, "AFFILIATED") means, with
respect to any Person, any other Person that directly, or indirectly through one
or more intermediaries controls, is controlled by, or is under common control
with, such Person. As used in this definition, "control" means the beneficial
ownership (as such term is defined in Rules 13d-3 and 13d-5 of the Securities
Exchange Act of 1934, as amended) of more than fifty percent (50%) of the voting
interests of the Person.

     "AFTER-TAX BASIS" has the meaning set forth in Section 39(a)(3)(i).

     "AGGREGATE LIGHTING SITES" has the meaning set forth in Section 17.

     "AGREEMENT" means this has the meaning set forth in the preamble and
includes all subsequent modifications and amendments hereof. References to this
Agreement in respect of a particular Master Lease Site will include the Site
Designation Supplement therefor; and references to this Agreement in general and
as applied to all Master Lease Sites will include all Site Designation
Supplements.

     "AGREEMENT TO LEASE AND SUBLEASE" means the Agreement to Contribute, Lease
and Sublease, dated as of February 14, 2005, by and among Global Parent, Sprint
Parent and the other Affiliates of Sprint named therein.

     "ALLOCATED RENT" has the meaning set forth in Section 11(a).

     "ALTERATIONS" means the construction or installation of Improvements on any
Site or any part of any Site after the Effective Date, or the alteration,
replacement, modification or addition to all or any component of a Site after
the Effective Date, whether Severable or Non-Severable.

     "ASSUMED RATE" has the meaning set forth in Section 39(a)(1)(v).

     "AVAILABLE SPACE" means, as to any Site, a Tower location, a portion of the
Land, a portion of the Improvements or any other portion, space or area of such
Site that is available for lease to or collocation by any Tower Subtenant and
all rights appurtenant to such portion, space or area.

     "AWARD" means any amounts paid, recovered or recoverable as damages,
compensation or proceeds by reason of any Taking, including all amounts paid
pursuant to any agreement with any Person which was made in settlement or under
threat of any such Taking, less the reasonable costs and expenses incurred in
collecting such amounts.

     "BUSINESS DAY" means any day other than a Saturday, Sunday or any other day
on which national banks in New York, New York are not open for business.

     "CASUALTY NOTICE" has the meaning set forth in Section 14(a).

     "CLAIMS" means any claims, demands, actions, suits, proceedings,
disbursements, judgments, damages, penalties, fines, losses, liabilities, costs
and expenses, including reasonable attorneys' fees and amounts paid in
settlements.


                                        2



     "CODE" means the Internal Revenue Code of 1986, as amended.

     "COLLATERAL AGREEMENTS" has the meaning set forth in the Agreement to Lease
and Sublease.

     "COLLOCATION AGREEMENT" means an agreement, including master leases,
between a Sprint Group Member (prior to the date hereof) or Lessee (on or after
the date hereof) on the one hand, and a third party not an Affiliate of a Sprint
Group Member (on the date hereof), on the other hand, pursuant to which such
Sprint Group Member or Lessee, as applicable, rents to such third party space at
any Site (including space on a Tower), including all amendments, modifications,
supplements, assignments, guaranties, side letters and other documents related
thereto.

     "COMMUNICATIONS EQUIPMENT" means, as to any Site, transmitting and/or
receiving equipment and other equipment installed at the Sprint Collocation
Space (with respect to Sprint Collocator) or any other portion of the Site (with
respect to a Tower Subtenant), which is used in providing current and future
wireless and wireline communication services, including without limitation,
switches, antennas, microwave dishes, panels, conduits, flexible transmission
lines, cables, radio, amplifiers, filters and other transmission or
communications equipment (including interconnect transmission equipment,
transmitter(s), receiver(s) and accessories) and such other equipment and
associated software as may be necessary in order to provide such wireless and
wireline communication services, including without limitation, voice or data.
Communications Equipment will include any existing, replaced and upgraded
Communications Equipment.

     "COMMUNICATIONS FACILITY" means, as to any Site, (i) the Sprint Collocation
Space, together with all of Sprint's Communications Equipment and Sprint's
Improvements at such Site (with respect to Sprint Collocator) or (ii) any other
portion of the Site leased to or used or occupied by a Tower Subtenant, together
with all of such Tower Subtenant's Communications Equipment and such Tower
Subtenant's Improvements at such Site (with respect to a Tower Subtenant).

     "CONVERSION CLOSING" has the meaning set forth in the Agreement to Lease
and Sublease.

     "CONVERSION CLOSING DATE" has the meaning set forth in the Agreement to
Lease and Sublease.

     "CPI" means the Consumer Price Index for all Urban Consumers, U.S., City
Average (1982-84 = 100) All Items Index, published by the Bureau of Labor
Statistics, United States Department of Labor. If the CPI ceases to be compiled
and published at any time during the Term of this Agreement, but a comparable
successor index is compiled and published by the Bureau of Labor Statistics,
United States Department of Labor, the adjustments to the Sprint Collocation
Charge provided for in Section 11, if any, and any other adjustments provided
for in this Agreement which are based on the CPI Change will be computed
according to such successor index, with appropriate adjustments in the index to
reflect any differences in the method of computation from the CPI. If, at any
time during the Term of this Agreement, neither the CPI nor a comparable
successor index is compiled and published by the Bureau of Labor Statistics, the
index for "all items" compiled and published by any other branch or department
of the federal government will be used as a basis for calculation of the
CPI-related adjustments to


                                        3



the Sprint Collocation Charge provided for in this Agreement, and if no such
index is compiled and published by any branch or department of the federal
government, the statistics reflecting cost of living increases or decreases, as
applicable, as compiled by any institution or organization or individual
generally recognized as an authority by financial and insurance institutions
will be used.

     "CPI CHANGE" means an increase, if any (expressed as a positive percentage)
in the most recently published CPI as of any applicable CPI Change Date from the
CPI published as of the corresponding month for the calendar year immediately
preceding the calendar year of publication of such most recently published CPI.

     "CPI CHANGE DATE" means January 1, 2006 and January 1 of each year
thereafter during the Term of this Agreement.

     "CROSS-DEFAULTED LEASE POOL" shall mean the set of Cross-Defaulted Master
Leases and Subleases hereunder, and each separate set of Cross-Defaulted Master
Leases and Subleases, under and as defined in any Additional Master Lease and
Sublease (or Severance Lease thereunder), as set forth in the Severance Notice.

     "CROSS-DEFAULTED MASTER LEASE AND SUBLEASE" collectively and individually,
means, (i) on the date hereof, all of the Additional Master Leases and
Subleases, or (ii) from and after any exercise by Lessee of its rights under
Section 41(d) hereunder or any exercise by any Additional Master Lease Lessee of
its rights under Section 41(d) under an Additional Master Lease and Sublease,
those Additional Master Leases and Subleases designated as Cross-Defaulted
Master Leases and Subleases (to this Agreement), pursuant to any Severance
Notice hereunder (or under any Additional Master Lease and Sublease), subject to
the provisions of the first sentence of Section 41(d)(ii)(B).

     "CROSS-DEFAULTED SITE" collectively and individually, means any Site
hereunder and any "Site," as defined in a Cross-Defaulted Master Lease and
Sublease.

     "DATE OF TAKING" means the earlier of (a) the date upon which title to any
Site, or any portion of such Site, subject to a Taking is vested in the
condemning authority, or (b) the date upon which possession of such Site or
portion such Site is taken by the condemning authority.

     "DECISION PERIOD" has the meaning set forth in Section 31(h).

     "DEFAULT NOTICE" has the meaning set forth in Section 4(f).

     "EFFECTIVE DATE" has the meaning set forth in the preamble.

     "EMERGENCY" has the meaning set forth in Section 30(b).

     "ENVIRONMENTAL CONDITION" has the meaning set forth in the Agreement to
Lease and Sublease.

     "ENVIRONMENTAL LAW" has the meaning set forth in Section 23(a).


                                        4



     "EQUIPMENT" means all physical assets (other than real property and
interests in real property), located at the applicable Site on or in, or
attached to, the Land, Improvements or Towers leased to or operated by Lessee
pursuant to this Agreement and includes, without limitation, to the extent
existing at a Site on the Effective Date, all of the items listed on the
attached Schedule 1. With respect to any item of or interest in real property
included in the Leased Property of any Site, any fixture (other than Towers)
attached to that real property is "EQUIPMENT" related thereto. "EQUIPMENT" does
not include any intellectual property or intangible rights or any Excluded
Equipment.

     "EXCLUDED ASSETS" has the meaning set forth in the Agreement to Lease and
Sublease.

     "EXCLUDED EQUIPMENT" has the meaning set forth in the Agreement to Lease
and Sublease.

     "EXCLUDED PURCHASE SITES" means (i) any Pre-Lease Site pursuant to which
Lessee, in its reasonable discretion, determines that the transfer of such
Pre-Lease Site pursuant to the Purchase Option would violate the terms of the
applicable Ground Lease, license or other agreement pursuant to which the
applicable Sprint Additional Party has a possessory right in such Pre-Lease
Site, (ii) any Site where the Ground Lease has previously terminated or (iii)
any Site that Lessee has previously purchased from Lessor.

     "EXPIRING GROUND RENT" means the aggregate base Ground Rent payable during
the last term of the expiring Ground Lease for which renewal is being sought.

     "FAA" means the United States Federal Aviation Administration or any
successor Federal Governmental Authority performing a similar function.

     "FCC" means the United States Federal Communications Commission or any
successor Federal Governmental Authority performing a similar function.

     "FEDERAL DEPRECIATION DEDUCTIONS" has the meaning set forth in Section
39(a)(1)(ii).

     "FEDERAL INCOME TAX BENEFITS" means the Federal Depreciation Deductions and
the federal income tax deductions described in Section 39(a)(1)(iii).

     "FINAL NON-FINANCEABLE SITES STATEMENT" means the means the Preliminary
Non-Financeable Sites Statement as finally determined pursuant to Section 41(c).

     "FINANCIAL ADVISORS" has the meaning set forth in Section 34.

     "FINANCEABLE SITE" means a Master Lease Site with respect to which: (i)
Lessee, if it so elects, has obtained title insurance insuring its and its
lenders' interests, subject only to Permitted Encumbrances and such other
matters as are reasonably acceptable to Lessee, with a coverage amount equal to
no less than the Rent paid by Lessee for such Master Lease Site, (ii) a Ground
Lessor Estoppel from any ground lessor and a Non-Disturbance Agreement from any
ground lessor lenders, in each case with such modifications or changes as may be
reasonably acceptable to Lessee (so long as such modifications or changes, if
more burdensome to ground lessor or lender, as applicable, than those set forth
on Exhibit J or Exhibit K to the Agreement to Lease


                                        5



and Sublease, as applicable, will not be required for purposes of establishing
whether a "Ground Lessor Estoppel" has been obtained) has been obtained for the
benefit of Lessee, its lenders and their respective successors and assigns,
(iii) the other Individual Site Closing Conditions have been satisfied, and (iv)
any Collocation Agreement that applies to such Master Lease Site as well as to
other Sites that are not otherwise Financeable Sites (for example, as a result
of a failure to satisfy the Environmental Conditions) may be severed without the
consent of any third party, or has been severed with such consent, in order to
permit at least one separate financing of such Master Lease Site.

     "FINANCIAL STATEMENTS" has the meaning set forth in the Agreement to Lease
and Sublease.

     "GLOBAL PARENT" has the meaning set forth in the preamble.

     "GOVERNMENTAL APPROVAL" means all licenses, permits, franchises,
certifications, waivers, variances, registrations, consents, approvals,
qualifications and other authorizations to, from or with any Governmental
Authority.

     "GOVERNMENTAL AUTHORITY" means any foreign, domestic, federal, territorial,
state or local governmental authority, administrative body, quasi-governmental
authority, instrumentality, court, government or self-regulatory organization,
commission, board, administrative hearing body, arbitration panel, tribunal or
organization or any regulatory, administrative or other agency, or any political
or other subdivision, department or branch of any of the foregoing.

     "GROUND LEASE" means, as to a Leased Site or Other Interest Site, the
ground lease and/or any related easement, license or other agreement or document
pursuant to which Lessor or Sprint holds a leasehold interest, leasehold estate,
easement, license or other interest in such Site, together with any renewals or
extensions of the term thereof (whether by exercise of any right or option
contained therein or by execution of a new ground lease or other instrument
providing for the use of such Site), and including all amendments,
modifications, supplements, assignments, guarantees, side letters and other
documents related thereto.

     "GROUND LESSOR" means, as to a Leased Site or Other Interest Site, the
"lessor", "landlord", "licensor", or similar Person under the related Ground
Lease.

     "GROUND LESSOR ESTOPPEL" means, as to a Ground Lease, an estoppel from the
ground lessor thereunder for the benefit of Lessee, its successor and assigns,
lenders and rating agencies, in substantially the form of Exhibit J attached to
the Agreement to Lease.

     "GROUND RENT" means, as to any Site, all rents, fees and other charges
payable by Lessor to the Ground Lessor under the Ground Lease for such Site.

     "GSI FINANCING SUBSIDIARY" means any Person formed as an Affiliate of
Lessee to be the lessee under a Severed Lease as described in Section 41(e).

     "HAZARDOUS MATERIAL" has the meaning set forth in Section 23(a).


                                        6



     "IMPROVEMENTS" means, as to each Site, (a) one or more equipment pads or
raised platforms capable of accommodating exterior cabinets or equipment
shelters, huts or buildings, electrical service and access for the placement and
servicing of Sprint Collocator's and, if applicable, each Tower Subtenant's
Improvements; (b) buildings, huts, shelters or exterior cabinets; (c) generators
and associated fuel tanks; (d) grounding rings; (e) fencing; (f) signage; (g)
connections for utility service up to the meter; (g) hardware constituting a
tower platform to hold Sprint Collocator's and, if applicable, each Tower
Subtenant's Communications Equipment; (i) access road improvements; (j) common
shelters, if any; (k) all lighting systems and light monitoring devices; and (l)
such other equipment, alterations, replacements, modifications, additions, and
improvements as may be installed on or made to all or any component of a Site
(including the Land and the Tower). Improvements do not include Communications
Equipment.

     "INCLUSION" means the inclusion in the income of any Sprint Group Member of
any amount realized in connection with the transactions effected by this
Agreement or related documents other than the amounts described in Section
39(a)(1)(iv).

     "INDIVIDUAL SITE CLOSING CONDITIONS" has the meaning set forth in the
Agreement to Lease and Sublease.

     "INDIVIDUAL SITE PREPAID RENT" means the portion of the Rent attributable
to each Site, as set forth in Exhibit H hereto.

     "INITIAL MASTER LEASE SITES" has the meaning set forth in the definition of
"Master Lease Site."

     "LAND" means, as to each Site, the tract of land constituting a portion of
such Site, together with all easements and other rights appurtenant thereto.

     "LANDLORD REIMBURSEMENT TAXES" means, with respect to a Leased Site or
Other Interest Site, if the applicable Ground Lease provides that Ground Lessor
may pass-through any Taxes assessed against the Ground Lessor to the applicable
ground lessee, the amount of such Taxes for which the Ground Lessor seeks
reimbursement from the ground lessee or its assigns under the provisions of the
Ground Lease.

     "LAW" means any statute, rule, code, regulation, ordinance, interpretation
or Order of, or issued by, any Governmental Authority.

     "LEASED PROPERTY" means, with respect to each Site, (a) the Land related to
such Site, and (b) the Tower located on such Site (including the Sprint
Collocation Space), in each case together with the related Equipment,
Improvements (excluding Sprint's Improvements and any Tower Subtenant's
Improvements) and the Tower Related Assets with respect to such Site; provided,
however, that no leasehold, subleasehold or other real property interest is
granted pursuant to Section 3(b) in the Leased Property at any Pre-Lease Site
until the Conversion Closing for such Pre-Lease Site (to the extent same would
cause a default under any Ground Lease).

     "LEASED SITE" means the Sites occupied by Lessor or a Sprint Additional
Party, as applicable, pursuant to a lease or sublease.


                                        7



     "LESSEE" has the meaning set forth in the preamble.

     "LESSEE COMPETITOR" means a Person that conducts, as a significant
component of its business, the management, operation or marketing of
communications towers, and does not provide wireless communications services as
a substantial portion of its business.

     "LESSEE INDEMNITEE" means Lessee and its Affiliates, and its and their
respective directors, officers, employees, agents and representatives.

     "LESSEE LENDER" means the holder(s) of any loan secured by all or any
portion of Lessee's interests (or any of them) hereunder or with respect to any
Site, including, without limitation, a collateral assignment of any rights of
Lessee hereunder or under any related agreements or secured by the pledge of
equity interests in Lessee (each, a "SECURED LESSEE LOAN"), together with the
heirs, legal representatives, successors, transferees, nominees and assigns of
such holder(s).

     "LESSEE NEGOTIATED RENEWAL" has the meaning set forth in Section 4(c).

     "LESSEE OBLIGATIONS" has the meaning set forth in Section 42(a).

     "LESSEE PROPERTY TAX CHARGE" means, as to any Site, the annual amount
payable to Lessor by Lessee for Lessee's portion of Property Taxes with respect
to such Site pursuant to this Agreement in an amount equal to $1,975 per annum
(prorated for partial years) subject to an annual increase on each CPI Change
Date equal to three percent (3%).

     "LESSEE PERMITTED LIENS" means, as to any Site, collectively: (a) liens in
respect of Property Taxes or other Taxes that are not yet delinquent as long as
no foreclosure, distraint, sale or similar proceedings have been commenced with
respect thereto; (b) general utility, roadway and other easements or rights of
way which do not or would not reasonably be expected to, individually or in the
aggregate, materially adversely affect the use or operation of the Tower and/or
Site as a telecommunications tower facility; (c) rights of, or by, through or
under Persons leasing, licensing or otherwise occupying space on any Tower or
otherwise utilizing any Tower pursuant to any Collocation Agreement as provided
therein; (d) all Liens and other matters of public record against the underlying
real property interest of any ground lessor under any ground lease; (e) the
terms and provisions of any ground lease as provided therein; (f) any Mortgage
granted by Lessee in connection with a Secured Lessee Loan; (g) any Lien or
right created by Persons other than Lessee or its Affiliates prior to the
Effective Date; and (h) any Lien or right otherwise caused or consented to by
any Sprint Group Member.

     "LESSEE WORK" has the meaning set forth in Section 13(b).

     "LESSOR NEGOTIATED RENEWAL" has the meaning set forth in Section 4(d).

     "LIENS" means, with respect to any asset, any mortgage, guaranty, lien,
pledge, security interest, charge, attachment, restriction or encumbrance of any
kind in respect of such asset.

     "MASTER LEASE AND SUBLEASE ONE" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC One LLC, a Delaware limited
liability company, as


                                        8



lessor, Sprint Telephony PCS, L.P., as Sprint Collocator, Global Signal
Acquisitions II LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE AND SUBLEASE TWO" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Two LLC, a Delaware limited
liability company, as lessor, SprintCom, Inc., as Sprint Collocator, Global
Signal Acquisitions II LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE AND SUBLEASE THREE" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Three LLC, a Delaware
limited liability company, as lessor, American PCS Communications, LLC, as
Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global
Signal Inc.

     "MASTER LEASE AND SUBLEASE FOUR" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Four LLC, a Delaware
limited liability company, as lessor, PhillieCo, L.P., as Sprint Collocator,
Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE AND SUBLEASE FIVE" means that certain Master Lease and
Sublease, dated as of May 26, 2005, by and among STC Five LLC, a Delaware
limited liability company, as lessor, Sprint Spectrum L.P., as Sprint
Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.

     "MASTER LEASE SITE" means, for purposes of this Agreement, any Site, (a)
which is identified in Exhibit A-1 (the "INITIAL MASTER LEASE SITES"); and (b)
any Site added to this Agreement as a Master Lease Site as provided herein.

     "MORTGAGE" means, as to any Site, any mortgage, deed to secure debt, deed
of trust, trust deed and/or other conveyance of, or encumbrance against, the
right, title and interest of a Party in and to the Land, Tower and Improvements
on such Site as security for any debt, whether now existing or hereafter arising
or created.

     "MORTGAGEE" means, as to any Site, the holder of any Mortgage, together
with the heirs, legal representatives, successors, transferees and assigns of
the holder.

     "NON-COLLOCATION SITES" has the meaning set forth in Section 6(c).

     "NON-CONTRIBUTABLE SITES" has the meaning set forth in the Agreement to
Lease and Sublease.

     "NON-FINANCEABLE SITES" has the meaning set forth in 41(c).

     "NON-FINANCEABLE SITE FINANCING COST" means, with respect to each
Non-Financeable Site included in the Final Non-Financeable Sites Statement, an
amount equal to the product of (x) 12% of the aggregate Individual Site Prepaid
Rent attributable to the Non-Financeable Sites and (y) a fraction, the numerator
of which is the amount of debt (not to exceed $850,000,000) Lessee obtains in
connection with the consummation of the transactions under the Agreement to
Lease and Sublease and the denominator of which is the sum of (1) the Rent and
Pre-Lease Rent,


                                        9



payable on the date hereof hereunder and (2) the aggregate Rent and Pre-Lease
Rent under and as defined in all of the Additional Master Lease and Subleases on
the date hereof.

     "NON-FINANCEABLE SITES SUPPORTING DOCUMENTATION" means all relevant
documentation reasonably requested by Lessor to verify the accuracy of the
Preliminary Non-Financeable Sites Statement.

     "NON-RESTORABLE SITE" means a Site that has suffered a casualty which
damages or destroys all or a Substantial Portion of any Site that constitutes a
non-conforming use under applicable Zoning Laws prior to such casualty and for
which Restoration requires under applicable Zoning Laws either (i) obtaining a
change in the zoning classification of the Site under applicable Zoning Laws or
Zoning Laws would not allow Lessee to rebuild a comparable replacement tower on
the Site substantially similar to the Tower damaged or destroyed by the
casualty, (ii) the filing and prosecution of a lawsuit or other legal proceeding
in a court of law, or (iii) any other permit or approval under applicable Zoning
Laws that cannot be obtained by Lessor, using commercially reasonable efforts,
in a period of time that will enable Restoration to be commenced (and a building
permit issued) within one (1) year after the casualty.

     "NON-SEVERABLE" means, with respect to any Alteration, any Alteration that
is not a Severable Alteration.

     "ONGOING REVENUE SHARING PAYMENT" means a Sprint Additional Party's and/or
Lessor's share of any Shared Ground Rent Increase Payment that is payable to a
Ground Lessor in installments rather than a one-time lump sum payment.

     "OPTION PURCHASE PRICE" means, with respect to each Site, the fixed
purchase price for such Site in the event Lessee exercises its purchase option
with respect to such Site under Section 36 of this Agreement, as specified in
Exhibit H.

     "OPTION SELLERS" has the meaning set forth in Section 36(a).

     "OPTION TRIGGER WINDOW" has the meaning set forth in Section 36(a).

     "OTHER INTEREST SITES" means the Sites, which are occupied by Lessor
pursuant to a license, easement, permit or similar arrangement. If a Site is not
an Owned Site or a Leased Site, such Site shall be deemed an Other Interest
Site.

     "OWNED SITE" not applicable.

     "PARTIES" has the meaning set forth in the preamble.

     "PARTY" has the meaning set forth in the preamble.

     "PERMITTED ACT" means any act expressly permitted under the Transaction
Documents; provided that the use and operation of the Leased Property in
commercial service in the manner that the Lessee or its Affiliates currently
uses and operates similar property in the tower business shall be considered to
be expressly permitted (provided that such use and operation is not in violation
of the Transaction Documents); provided further that, notwithstanding the
foregoing,


                                       10



the following shall not be Permitted Acts: (i) any substitution or replacement
of the Leased Property; (ii) any merger or consolidation of the Lessee or its
Affiliates; (iii) any modification, alteration, addition or improvement to the
Leased Property, in each case, which fails to comply with the provisions of Rev.
Proc. 2001-28, 2001-1 C.B. 1156; (iv) any voluntary or involuntary case or
proceeding seeking relief of debts of the Lessee or its Affiliates, (v) any
assignment of the Lessee's interest in the transactions contemplated by the
Transaction Documents; (vi) the entry into a New Lease under Section 40 of this
Agreement; and (vii) any severance of this Agreement under Section 41.

     "PERMITTED ENCUMBRANCES" has the meaning set forth in the Agreement to
Lease and Sublease.

     "PERMITTED USE" means use of each Site for the purposes of: (a)
constructing, installing, operating, repairing, altering, managing, maintaining
and marketing the Tower and Improvements of each Site and making further
Improvements to such Site as permitted under this Agreement, and (b) the use of
such Site by Sprint Collocator with respect to the Sprint Collocation Space or
any Available Space at such Site subject to the terms of the Collocation
Agreements and this Agreement, as the case may be, and (c) the use by Tower
Subtenants of any portions of the Land, Tower and Improvements of such Site
(including any Available Space) as is reasonably necessary for operation of the
Communications Facilities of such Tower Subtenants subject to the terms of the
Collocation Agreements and this Agreement.

     "PERSON" means any individual, corporation, limited liability company (or
series thereof), partnership, association, trust or any other entity or
organization, including a Governmental Authority.

     "PRE-LEASE RENT" has the meaning set forth in Section 11(b).

     "PRE-LEASE SITE" means, for purposes of this Agreement, each Site which is
not identified as a Master Lease Site on Exhibit A-1 and is therefore subject to
this Agreement as a Pre-Lease Site as of the Effective Date, until such Site is
converted to a Master Lease Site as provided herein.

     "PRELIMINARY NON-FINANCEABLE SITES STATEMENT" has the meaning set forth in
Section 41(c)(i).

     "PRIME RATE" means the rate of interest reported in the "Money Rates"
column or section of The Wall Street Journal (Eastern Edition) as being the
prime rate on corporate loans of larger U.S. Money Center Banks.

     "PROCEEDS" means all insurance moneys recovered or recoverable by Lessor,
Lessee or Sprint Collocator as compensation for casualty damage to any Site
(including the Tower and Improvements of such Site).

     "PROPERTY TAXES" means, as to each Site, any and all of the following
levies, assessed or imposed upon, against or with respect to the Site, any part
of the Site, or the use and occupancy of the Site at any time during the Term as
to such Site (whether imposed directly by a Governmental Authority or indirectly
through any other Persons, and including any penalties,


                                       11



fines, and interest related thereto): (a) real property and personal property ad
valorem taxes and assessments (other than Taxes imposed on Lessee by a
Governmental Authority with respect to Improvements treated as being owned by
Lessee); (b) charges made by any public or quasi public authority for
improvements or betterments related to the Site (other than Taxes imposed on
Lessee by a Governmental Authority with respect to Improvements treated as being
owned by Lessee); (c) sanitary taxes or charges, sewer or water taxes or
charges, and (d) any other tax imposed solely as a result of ownership of the
Leased Property similar to the Taxes described in (a) through (c), in each case
other than Landlord Reimbursement Taxes.

     "PROPORTIONAL RENT" has the meaning set forth in Section 11(f).

     "PURCHASE OPTION CLOSING DATE" means May 25, 2037.

     "PURCHASE SITES" means all Sites then subject to the terms and provisions
of this Agreement that are not Excluded Purchase Sites.

     "QUALIFYING LESSEE TRANSFEREE" means a Person who has outstanding senior
unsecured debt securities or comparable long term obligations rated B- or higher
by Standard & Poor's Ratings Services or B3 or higher by Moody's Investors
Service.

     "QUALIFYING SPRINT TRANSFEREE" means a Person who has outstanding senior
unsecured debt securities or comparable long term obligations rated BBB- or
higher by Standard & Poor's Ratings Services or Baa3 or higher by Moody's
Investors Service.

     "RATABLE GLOBAL PARENT MAXIMUM OBLIGATION" has the meaning set forth in
Section 41(d).

     "REIMBURSABLE COSTS" has the meaning set forth in Section 18(f).

     "REIMBURSABLE MAINTENANCE EXPENSES" has the meaning set forth in Section
30(a).

     "RELEASE" has the meaning set forth in Section 23(a).

     "RENEWAL GROUND RENT" means the aggregate base Ground Rent (including any
periodic escalations thereof) payable during the initial term of any Lessee
Negotiated Renewal or Lessor Negotiated Renewal.

     "RENT" has the meaning set forth in Section 11(b).

     "RENT PAYMENT PERIOD" means, as to each Site, the taxable period set forth
in Exhibit A.

     "RESTORATION" means, as to a Site that has suffered casualty damage or is
the subject of a Taking, such restoration, repairs, replacements, rebuilding,
changes and alterations, including the cost of temporary repairs for the
protection of such Site, or any portion of such Site pending completion of
action, required to restore the applicable Site (including the Tower and
Improvements on such Site but excluding any of Sprint's Communications Equipment
or Improvements the restoration of which shall be the sole cost and obligation
of Sprint Collocator) to a condition which is at least as good as the condition
which existed immediately prior to such


                                       12



damage or Taking (as applicable), and such other changes or alterations as may
be reasonably acceptable to Sprint Collocator and Lessee or required by Law.

     "REVENUE SHARING PAYMENT" means any additional amounts payable to any
Ground Lessor as a Shared Ground Lease Payment under (i) any Ground Lease in
effect as of the Effective Date, (ii) renewals and extensions of any Ground
Lease executed after the Effective Date pursuant to terms contained therein on
the Effective Date or (iii) any renewals or extensions of a Ground Lease
executed after the Effective Date that do not increase any revenue sharing
percentage beyond the amount immediately prior to the effectiveness thereof.

     "RIGHT OF SUBSTITUTION" means the right of Sprint Collocator to remove its
Communications Equipment from the Sprint Collocation Space at a Site and move
same to Available Space on such Site by relocation of its Communications
Facility on such Site to a portion of such Available Space not larger than the
Sprint Tower Envelope, in accordance with and subject to the limitations
contained in Section 25.

     "SECTION 467 LOAN" has the meaning set forth in Section 11(f).

     "SECURED LESSEE LOAN" has the meaning set forth in the definition of
"LESSEE LENDER".

     "SEVERABLE" means, with respect to any Alteration, any Alteration that can
be readily removed from a Site or portion of such Site without damaging it in
any material respect or without diminishing or impairing the value, utility,
useful life or condition that the Site or portion of such Site would have had if
such Alteration had not been made (assuming the Site or portion of such Site
would have been in compliance with this Agreement without such Alteration), and
without causing the Site or portion of such Site to become "limited use
property" within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156.
Notwithstanding the foregoing, an Alteration will not be considered Severable if
such Alteration is necessary to render the Site or portion of such Site complete
for its intended use by Lessee (other than Alterations consisting of ancillary
items of Equipment of a kind customarily furnished by lessees or operators of
property comparable to the Site or portion of such Sites).

     "SEVERANCE NOTICE" has the meaning set forth in Section 41(d).

     "SEVERED LEASE" means a lease and sublease in substantially the form of
this Agreement, with appropriate changes to reflect the fact that this Agreement
has been so severed.

     "SEVERED SITE" means the Sites severed from this Agreement pursuant to
Section 41.

     "SHARED GROUND LEASE PAYMENT" has the meaning set forth in the Agreement to
Lease and Sublease.

     "SHARED GROUND RENT INCREASE PAYMENT" means, as to any Site, an amount
equal to (i) fifty percent (50%) of the Renewal Ground Rent under any Lessee
Negotiated Renewal or any Lessor Negotiated Renewal exceeding one-hundred thirty
percent (130%) of the Expiring Ground Rent for such Site up to and including one
hundred sixty percent (160%) of the Expiring Ground Rent for such Site, plus
(ii) one hundred percent (100%) of the portion of the Renewal Ground Rent under
such Lessee Negotiated Renewal or Lessor Negotiated Renewal exceeding


                                       13



one hundred sixty percent (160%) of the Expiring Ground Rent for such Site. The
foregoing assumes the term of the applicable Ground Lease for which Renewal
Ground Rent and Expiring Ground Rent are calculated are of equivalent length,
and, if not of equivalent length, the period over which the Ground Rent for the
Expiring Ground Lease shall be calculated shall match the length of the term of
the Lessee Negotiated Renewal or Lessor Negotiated Renewal, as applicable.

     "SITE" means all of the Sites identified on Exhibit A hereto, which
includes all Master Lease Sites and Pre-Lease Sites, as applicable, now or
hereafter subject to this Agreement. As used in this Agreement, reference to a
Site (including any reference to a Master Lease Site or a Pre-Lease Site) will
include the Land, the Tower, the Improvements (excluding Severable Alterations)
and Non-Severable Alterations but will not include Sprint's Improvements or
Sprint's Communications Equipment or any Tower Subtenant's Improvements or Tower
Subtenant's Communications Equipment and in each case shall include all of the
Leased Property with respect to such Site.

     "SITE DESIGNATION SUPPLEMENT" means, as to any Master Lease Site, a
supplement to this Agreement, in substantially the form of Exhibit B attached to
this Agreement.

     "SITE EXPIRATION DATE" means, as to any Site, (a) as to an Owned Site, the
Site Expiration Outside Date and (b) as to a Leased Site or Other Interest Site,
the sooner to occur of (i) one day prior to the expiration of the relevant
Ground Lease (as the same may be extended or renewed pursuant to the terms of
this Agreement), or (ii) the Site Expiration Outside Date.

     "SITE EXPIRATION OUTSIDE DATE" means, as to any Site, May 25, 2037.

     "SPRINT" means Sprint Corporation and Affiliates thereof that are parties
to the Agreement to Lease and Sublease.

     "SPRINT ADDITIONAL PARTY" means each Sprint Group Member which, at any
applicable time during the Term of this Agreement, has not yet contributed its
right, title and interest in the Leased Property at a Pre-Lease Site to Lessor
pursuant to the Agreement to Lease and Sublease.

     "SPRINT BUFFER ZONE" has the meaning set forth in Section 6(b).

     "SPRINT COLLOCATION CHARGE" has the meaning set forth in Section 11(b).

     "SPRINT COLLOCATION SPACE" means, as to each Site: (a) the portions of the
Land and Improvements comprising the Site used or occupied exclusively by Sprint
Collocator or its Affiliates, or on which any portion of Sprint's Communications
Facility is located, operated or maintained as of the Effective Date (including,
without limitation, portions of the Land and Improvements on which switches and
other of Sprint's Communications Equipment are located and the air space above
such portion of the Land and Improvements (to the extent such air space is not
occupied by a third party on the Effective Date)), (b) the portion of the Tower
on the Site on or within which any portion of Sprint's Communications Facility
is located, operated or maintained as of the Effective Date (including without
limitation, portions of the Tower on which any antennas, transmission lines,
amplifiers and filters are located), plus (in the event Sprint Collocator
maintains fewer than nine (9) 1' x 6' panel antennas on such Tower as of the


                                       14



Effective Date) an additional portion of the Tower on the Site that will enable
Sprint Collocator to locate, operate and maintain Communications Equipment on
the Tower consisting of an aggregate (or the equivalent weight and wind loading)
of no more than nine (9) 1' x 6' panel antennas and related equipment extending
not more than eight (8) contiguous vertical feet on such Tower, with no more
than nine (9) lines of co-axial cable not to exceed 1-5/8 inch in diameter
(provided any space for such co-axial cable constitutes a non-exclusive
easement, available for use by Lessee and other Tower Subtenants); and (c) any
and all rights pursuant to Sections 6(b) and 25 and all appurtenant rights
reasonably inferable to permit Sprint Collocator's full use and enjoyment of the
Sprint Collocation Space, including without limitation, the rights specifically
described in Section 6, all in accordance with Section 6.

     "SPRINT COLLOCATOR" means Sprint Telephony PCS, L.P. and its permitted
successors and assigns hereunder, to the extent same are permitted to succeed to
Sprint Collocator's rights hereunder.

     "SPRINT GROUP" means, collectively, Sprint Parent and its Affiliates
(including Lessor) whose names are set forth in the signature pages of this
Agreement or the Agreement to Lease and Sublease and any Affiliate of Sprint
Parent which at any time becomes a "sublessor" under this Agreement in
accordance with the provisions of this Agreement. Each member of the Sprint
Group is herein a "SPRINT GROUP MEMBER". Solely for purposes of Section 39, the
term "SPRINT GROUP" will include each Sprint Group Member, the affiliated group
of corporations and each member of such group within the meaning of Code Section
1504 of which any Sprint Group Member is or will become a member if such group
will have filed a consolidated return; if applicable, each member in any entity
classified as a partnership for federal income tax purposes and such entity
itself if and to the extent such entity is treated as the tax owner of any of
the Sites or portions of the Sites or such entity is a direct or indirect
partner in another entity classified as a partnership which is so treated (in
either case, a "SPRINT PARTNERSHIP"); and, if applicable, any entity owned by a
Sprint Group Member or an Sprint Partnership that for federal income tax
purposes is disregarded as an entity separate from its owner.

     "SPRINT INDEMNITEE" means Lessor, each Sprint Additional Party, Sprint
Collocator and their respective Affiliates, directors, officers, employees,
agents and representatives (except Lessee and its Affiliates and any agents of
Lessee or its Affiliates).

     "SPRINT MARKET ASSIGNEE" has the meaning set forth in Section 26(b).

     "SPRINT PARENT" means Sprint Corporation, a Kansas corporation.

     "SPRINT PARTNERSHIP" has the meaning set forth in the definition of "SPRINT
GROUP".

     "SPRINT TOWER ENVELOPE" means, as to each Site, the portion of the Sprint
Collocation Space on the Tower on the Site that will enable Sprint Collocator to
locate, operate and maintain Sprint's Communications Equipment on the Tower
consisting of an aggregate (or the equivalent weight and wind loading) of nine
(9) 1' x 6' panel antennas and related equipment extending not more than eight
(8) contiguous vertical feet on such Tower.

     "SPRINT TRANSFER" has the meaning set forth in Section 26(b).


                                       15



     "SPRINT'S COMMUNICATIONS EQUIPMENT" means any Communications Equipment
owned or leased (other than from Lessee) by Sprint Collocator or its Affiliates.

     "SPRINT'S IMPROVEMENTS" means any Improvements of Sprint Collocator or its
Affiliates located at a Site, solely with respect to Sprint's Communications
Equipment.

     "STANDARD PROCEDURES" has the meaning set forth in Section 13(b)(ii).

     "SUBSTANTIAL PORTION OF ANY SITE" means, as to a Site, so much of the such
Site (including the Land, Tower and Improvements of such Site, or any portion of
such Site) as, when subject to a Taking or damage as a result of a casualty,
leaves the untaken or undamaged portion unsuitable for the continued feasible
and economic operation of such Site for the Permitted Use.

     "SUBSTITUTION" means the relocation by Sprint Collocator on a Site,
pursuant to its Right of Substitution.

     "SUPER FUND" has the meaning set forth in Section 23(a).

     "SUPER LIEN" has the meaning set forth in Section 23(a).

     "TAKING" means, as to any Site, any condemnation or exercise of the power
of eminent domain by any Governmental Authority, or any taking in any other
manner for public use, including a private purchase, in lieu of condemnation, by
a public authority.

     "TAXES" means all forms of taxation, whenever created or imposed, whether
imposed by a local, municipal, state, foreign, Federal or other Governmental
Authority, and whether imposed directly by a Governmental Authority or
indirectly through any other Person, and, without limiting the generality of the
foregoing, will include any income, gross receipts, ad valorem, excise,
value-added, sales, use, transfer, franchise, license, stamp, occupation,
withholding, employment, payroll, personal property, real property or
environmental tax, levy, charge, assessment, fee or premium, together with any
interest, penalty, addition to tax or additional amount imposed by a
Governmental Authority or indirectly through any other Person.

     "TAX ASSUMPTIONS" has the meaning set forth in Section 39(a)(1).

     "TAX CLAIM" has the meaning set forth in Section 39(d).

     "TAX INDEMNITEE" has the meaning set forth in Section 39(a)(3)(i).

     "TAX INDEMNITY NOTICE" has the meaning set forth in Section 39(a)(3)(i).

     "TAX LOSS" has the meaning set forth in Section 39(a)(3)(i).

     "TECHNICAL CLOSING" has the meaning set forth in the Agreement to Lease and
Sublease.

     "TEN YEAR WITHDRAWAL DATE" has the meaning set forth in Section 10(a).

     "TERM" means: (i) as to this Agreement, the term set forth in Section 9(a);
and (ii) as to each Site, the term during which this Agreement is applicable to
such Site.


                                       16



     "TOTAL NON-FINANCEABLE SITE FINANCING COSTS" has the meaning set forth in
Section 41(c)(iii).

     "TOWER RELATED ASSETS" means, with respect to each Tower, (a) to the extent
such rights are assignable to Lessee, all rights to any warranties held by
Lessor with respect to such Tower (or the related Site) prior to the date hereof
(and if such rights cannot be granted to Lessee, such rights shall be enforced
by Sprint Collocator, at Lessee's cost, at the direction of and for the benefit
of Lessee), (b) to the extent such rights are assignable to Lessee, all rights
under any Governmental Approvals held exclusively with respect to the ownership
or operation of such Tower (and of the related Site if such Site is an Owned
Site) prior to the date hereof (and if such rights cannot be granted to Lessee,
such rights shall be enforced by the applicable Sprint Additional Party (or if
such rights must be enforced by an Affiliate of Sprint, the applicable Sprint
Additional Party shall cause such Affiliate to enforce such rights), at Lessee's
cost, at the direction of and for the benefit of Lessee), (c) to the extent such
rights may be granted to Lessee, a sublicense or other right to use any
Governmental Approvals not held exclusively with respect to, but held in part
for the benefit of, the ownership or operation of such Tower (and of the related
Site if such Site is an Owned Site), and (d) copies of, or extracts from, all
current files and records of Lessor or any other Sprint Group Member solely
related to the ownership, occupancy or leasing of such Tower (and of the related
Site if such Site is an Owned Site), or, to the extent not so solely related,
appropriate extracts thereof. "TOWER RELATED ASSETS" does not include any
intellectual property or intangible rights or Excluded Assets.

     "TOWER REMOVAL BONDS" means, collectively, any bonds, letters of credit,
deposits or other security interests relating to the removal of a Tower from a
Site.

     "TOWER SUBTENANT" means, as to any Site, any Person (other than Sprint
Collocator), which: (a) is a "sublessee" under any Collocation Agreement
affecting such Site; or (b) subleases, licenses or otherwise acquires from
Lessee the right to use Available Space on such Site.

     "TOWER SUBTENANT'S COMMUNICATIONS EQUIPMENT" means any Communications
Equipment owned or leased (other than from Lessee) by a Tower Subtenant.

     "TOWER SUBTENANT'S IMPROVEMENTS" means the Improvements of any Tower
Subtenant located at any Site.

     "TOWERS" means the communications towers on the Sites.

     "TRANSACTION DOCUMENTS" means this Agreement, the Agreement to Lease and
Sublease, the Collateral Agreements and all other documents to be executed by
the Parties in connection with the consummation of transactions contemplated by
the Agreement to Lease and Sublease and this Agreement.

     "TRANSFER TAXES" has the meaning set forth in Section 16(d).

     "TRANSITION SERVICES AGREEMENT" has the meaning set forth in Section 12(c).

     "UNAMORTIZED RENT" means, for any applicable Site, an amount equal to the
product of (x) the Rent or Pre-Lease Rent, as applicable for such Site, and (y)
a fraction, the numerator of


                                       17



which is the number of years (to three decimal places) remaining from and after
the applicable measuring date to the Site Expiration Outside Date and the
denominator of which is thirty-two (32).

     "UNPAID AMOUNT" has the meaning set forth in Section 11(d).

     "WITHDRAWAL CAUSE" means, as to any Site, the inability of Sprint
Collocator (after using commercially reasonable efforts) to obtain or maintain
any Governmental Approval necessary for the operation of Sprint's Communications
Facility at such Site; provided, however, that Sprint Collocator may not assert
Withdrawal Cause if Sprint Collocator (i) cannot maintain or obtain or otherwise
forfeits a Governmental Approval as a result of the violation of any Laws by
Sprint Collocator or its Affiliates or any enforcement action or proceeding
brought by any Governmental Authority against Sprint Collocator or its
Affiliates because of any alleged wrongdoing by Sprint Collocator or its
Affiliates or (ii) does not have such Governmental Approval on the Effective
Date and such Governmental Approval was required on the Effective Date.

     "WITHDRAWAL DATE" means the effective date of Sprint Collocator's election
to terminate its leaseback or other use and occupancy of the Sprint Collocation
Space at any Site pursuant to a Withdrawal Notice.

     "WITHDRAWAL NOTICE" has the meaning set forth in Section 10(a).

     "WITHDRAWAL RIGHTS" means the rights of Sprint Collocator to elect to
terminate its leaseback or other use and occupancy of the Sprint Collocation
Space with respect to a Site as described in Section 10(a).

     "ZONING LAWS" means any zoning, land use or similar Laws, including,
without limitation, Laws relating to the use or occupancy of any communications
towers or property, building codes, zoning ordinances and land use regulations.

     "90 DAY LESSEE NOTICE" has the meaning set forth in Section 16(c).

     Any other capitalized terms used in this Agreement will have the respective
meanings given to them elsewhere in this Agreement.



     SECTION 2. DOCUMENTS.

     (a) This Agreement will consist of the following documents, as amended from
time to time as provided herein:

          (i) this Agreement;

          (ii) the following Exhibits, which are incorporated herein by this
     reference:

          Exhibit A          List of Sites
          Exhibit A-1        List of Master Lease Sites
          Exhibit B          Form of Site Designation Supplement



                                       18





          Exhibit C          Intentionally Omitted
          Exhibit D          Form of Officer's Certificate of Sprint Corporation
          Exhibit E          Form of Officer's Certificate of Global Signal Inc.
          Exhibits F and G   Intentionally Omitted
          Exhibit H          Individual Site Rent and Option Purchase Price
                             Amount


          (iii) Schedules to the Exhibits, which are incorporated herein by
     reference and Schedule 1 hereto which is Incorporated by reference; and

          (iv) such additional documents as are incorporated by reference.

     (b) If any of the foregoing are inconsistent, this Agreement will prevail
over the Exhibits, the Schedules and additional incorporated documents.

     SECTION 3. MASTER LEASE SITES AND PRE-LEASE SITES.

     (a) Subject to the terms and conditions of this Agreement, Lessor hereby
lets, leases and demises unto Lessee, and Lessee hereby leases, takes and
accepts from Lessor the Leased Property of all of the Master Lease Sites. Each
Master Lease Site in addition to the Initial Master Lease Sites will be made
subject to this Agreement by means of a Conversion Closing (after which Lessor
and Lessee will execute and deliver at a Technical Closing a Master Lease Site
Designation Supplement between Lessor and Lessee and the amendment of Exhibit A
hereto to reflect such Site as a Master Lease Site instead of a Pre-Lease Site).
Lessor and Lessee acknowledge and agree that this single Agreement is
indivisible (except pursuant to Section 41(d)), intended to cover all of the
Sites and is not a separate lease and sublease or agreement with respect to
individual Sites, and in the event of a bankruptcy of any Party, all Parties
intend that this Agreement be treated as a single indivisible Agreement. All
disclaimers of obligations by Sprint Collocator and its Affiliates under this
Agreement are qualified in all respects by such Parties' representations,
warranties and covenants under the Agreement to Lease and Sublease. In addition,
the Parties acknowledge and agree that this Agreement is intended to be treated
for U.S. federal income tax purposes as (i) a lease between Lessee and Lessor,
with respect to the Sites, and (ii) a lease between Lessee and Sprint
Collocator, with respect to the Sprint Collocation Space; and the Parties
further agree to not take any position on any tax return that is inconsistent
with such treatment.

     (b) As to each Master Lease Site, this Agreement is a grant of a leasehold
interest in each Owned Site; and as to Leased Sites and Other Interest Sites,
this Agreement is a grant of a subleasehold or other interest in each Leased
Site or Other Interest Site, as applicable.

     (c) As to each Pre-Lease Site, Lessor hereby appoints, and Lessee agrees to
act and will act, as the exclusive operator of the Leased Property at each of
the Pre-Lease Sites during the Term as to each Pre-Lease Site. In performing its
duties as operator of the Pre-Lease Sites, Lessee will manage, administer and
operate each of the Pre-Lease Sites, subject to the provisions of this
Agreement, in a manner (i) which is comparable to and in accordance with prudent


                                       19



management and quality standards used in the telecommunications industry by
nation-wide communications tower operators operating portfolios of comparable
size and quality as that being leased and operated under this Agreement and (ii)
consistent with the standards used to manage, administer and operate the Master
Lease Sites. Except as specifically provided herein, no Sprint Additional Party
nor Lessor shall exercise any rights or take any actions with respect to the
operation, maintenance, leasing or licensing with respect to any Pre-Lease
Sites, all such rights being exclusively reserved to Lessee hereunder.

     (d) Lessee hereby accepts the Leased Property at each Site in its "AS IS"
condition, without any representation, warranty or covenant of or from Lessor,
Sprint or their respective Affiliates whatsoever as to its condition or
suitability for any particular use, except as may be expressly set forth in this
Agreement or in the Agreement to Lease and Sublease. Except as set forth in this
Agreement and the Agreement to Lease and Sublease, Lessee hereby acknowledges
that neither Lessor, Sprint nor any agent or Affiliate of Lessor or Sprint has
made any representation or warranty, express or implied, with respect to any of
the Leased Property, or any portion of such Leased Property, or the suitability
or fitness for the conduct of Lessee's business or for any other purpose,
including the Permitted Use, and Lessee further acknowledges that it has had
sufficient opportunity to inspect and approve the condition of the Leased
Property at each of the Sites.

     (e) From and after the Effective Date, Lessee will receive and will be
entitled to all of the revenue generated by the Sites (including, without
limitation, all revenue under the Collocation Agreements) and neither Lessor,
Sprint nor any of their respective Affiliates will be entitled to any of such
revenue, and if any such revenue is paid to any such Person, it will remit same
to Lessee as soon as reasonably possible after any Sprint Group Member becomes
aware of its receipt thereof (including, without limitation, by notice from
Lessee of such receipt), but in no event more than ten (10) Business Days, and
Sprint Collocator shall cause its Affiliates to perform any such obligation
hereunder. Lessor or the applicable Sprint Additional Party (as applicable) will
direct (or cause its Affiliate to direct), in writing, all payors of amounts due
with respect to any Sites to pay such amounts to Lessee. From and after the
Effective Date, and except as expressly provided in this Agreement, Lessee also
will be responsible for the payment of, and will pay, all expenses related to or
associated with the Sites, whether ordinary or extraordinary, and whether
foreseen or unforeseen. The rights granted to Lessee under this Agreement
include, with respect to each Tower, the right of Lessee to use and employ, to
the extent such rights may be legally granted to or used by Lessee, the Tower
Related Assets related to the Sites.

     (f) Lessee may from time to time make, subject to the requirements of
Section 13, such Alterations as Lessee may deem desirable in the proper conduct
of its business, so long as (i) such Alteration will not disrupt or otherwise
adversely affect Sprint Collocator's use of the Site in any material respect and
is made in accordance with the requirements set forth in Section 13 of this
Agreement, (ii) such Alteration will not result in any material respect in (y)
the value of the Site or portion of such Site being less than the value of such
Site immediately prior to such Alteration, or (z) the economic life of the Site
or portion of the Site being less than the economic life of the Site or portion
of the Site immediately prior to such Alteration, and (iii) such Alteration will
not cause the Site or portion of such Site to constitute "limited use property"
within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156.


                                       20



     SECTION 4. GROUND LEASES.

     (a) Lessee hereby acknowledges that, as to the Leased Property of each
Leased Site or Other Interest Site, as applicable, this Agreement is subject and
subordinate to all of the terms and conditions of, the applicable Ground Lease
of such Leased Site or Other Interest Site, as applicable. As to any Leased Site
or Other Interest Site, as applicable, neither Lessor nor any other Sprint Group
Member will be deemed to have assumed any duty or obligation of the Ground
Lessor under the applicable Ground Lease and will not be liable or responsible
in any manner whatsoever for any failure of such Ground Lessor to perform any
such duty or obligation. Lessee agrees that it will promptly pay or cause to be
paid the Ground Rent under each of the Ground Leases for the Leased Sites or
Other Interest Sites, as applicable during the Term of this Agreement when such
payments become due and payable and, if Lessee fails to pay Ground Rent under
any Ground Lease on a timely basis, Lessee will be responsible for any
applicable late charges, fees or interest payable to the Ground Lessor;
provided, however, that should any Ground Lessor refuse the payment of Ground
Rent for an applicable Site from any Person other than Lessor or its Affiliate,
as applicable, then Lessor or its Affiliate, as applicable, after written notice
from Lessee of the need for payment from such Person, will promptly pay such
amount, and Lessee will reimburse Lessor therefor within five (5) days after the
date of Lessor's payment. Except as provided in Section 4(c), Lessee will abide
by, comply in all respects with, and fully and completely perform all terms,
covenants, conditions, and provisions of each Ground Lease (including, without
limitation, terms, covenants, conditions, and provisions relating to
maintenance, insurance and alterations) as if Lessee were the "ground lessee"
under the applicable Ground Lease and, to the extent evidence of such
performance must be provided to the Ground Lessor of the applicable Ground
Lease, Lessee will provide such evidence to Ground Lessor. Unless otherwise
directed by Lessee or upon the suspension of the limited power of attorney
granted to Lessee below, neither Lessor, Sprint, nor any of their respective
Affiliates shall take any actions to interfere with Lessee acting as the "ground
lessee" under any Ground Leases as long as Lessee is performing its obligations
with respect to Ground Leases hereunder. To the extent that any Ground Lease
imposes or requires the performance of the "ground lessee" thereunder of any
duty or obligation that is more stringent than or in conflict with any term,
covenant, condition, or provision of this Agreement, the applicable term,
covenant, condition, or provision of the Ground Lease will control and will
constitute the duties and obligations of Lessee under this Agreement as to the
subject matter of such term, covenant, condition, or provision. Lessee will not
(and with respect to its activities on the Sprint Collocation Space, Sprint
Collocator will not) engage in or permit any conduct that would: (i) constitute
a breach of or default under any Ground Lease; or (ii) result in the Ground
Lessor being entitled to terminate the applicable Ground Lease or to terminate
Lessor's right as ground lessee under such Ground Lease, or to exercise any
other rights or remedies to which the Ground Lessor may be entitled for a
default or breach under the applicable Ground Lease. In no event shall Lessee
have any liability to any Sprint Group Member for any breach of a Ground Lease
caused by an act or omission of Lessor or any Sprint Group Member, before, on,
or after the Effective Date, and Sprint Collocator hereby indemnify and hold the
Lessee Indemnitees harmless from and against and in respect of any and all
Claims (other than Claims, to the extent arising from actions taken by Lessee or
its Affiliates) paid, suffered, incurred or sustained by any Lessee Indemnitee
and in any manner arising out of, by reason of, or in connection therewith.
During the Term as to any Leased Site or Other Interest Site, as applicable, and
subject to Sections 4(c) and 4(f) below, Lessee agrees to exercise prior to the
expiration of the applicable Ground Lease and in


                                       21



accordance with the provisions of the applicable Ground Lease, any and all
renewal options existing as of the Effective Date and any further renewal or
extension options that may be granted by any Ground Lessor after the Effective
Date for any such Leased Site or Other Interest Site, as applicable, under the
Ground Leases of such Leased Sites or Other Interest Sites, as applicable;
provided, however, that Lessee shall not be required to exercise any Ground
Lease renewal option if Sprint Collocator at the Site covered by such Ground
Lease is in default of its obligations under this Agreement as to the Site
beyond applicable notice and cure periods provided herein.

     (b) Lessee will not be entitled to act as agent for, or otherwise on behalf
of, Lessor or its Affiliates or to bind Lessor or its Affiliates in any way
whatsoever in connection with any Ground Lease or otherwise except as provided
in this Section 4. Lessor hereby delegates to Lessee the sole and exclusive
right to perform the obligations of and assert the rights of the "ground lessee"
under all Ground Leases and of the Sprint Additional Parties (or their
respective Affiliates) under all Collocation Agreements with respect to
Pre-Lease Sites, and to exercise all rights thereunder subject only to the other
provisions of this Section 4. In accordance with the provisions of this
Agreement, Lessee will have the right to review, negotiate and execute on behalf
of Lessor amendments and other documentation relating to Ground Leases and to
otherwise act on behalf of Lessor in dealing with the Ground Lessors under the
Ground Leases, and Lessor hereby grants to Lessee a limited power of attorney
and, subject to any limitation on such appointment herein, appoints Lessee as
its agent and attorney to review, negotiate and execute on behalf of Lessor
amendments and other documentation relating to Ground Leases and to otherwise
act on behalf of Lessor in dealing with the Ground Lessors under the Ground
Leases. The foregoing power of attorney and appointment are subject to the
following requirements and limitations: (i) all amendments and other
documentation executed by Lessee, and actions taken by Lessee on behalf of
Lessor must comply in all respects with the requirements and provisions of this
Agreement, (ii) upon request by Lessor, Lessee will provide Lessor with such
summaries, documentation and other information relating to Lessee's negotiations
and other activities pertaining to the Ground Lease and the Ground Lessors as
Lessor may reasonably request, and (iii) the foregoing power of attorney and
appointment granted herein to Lessee may be suspended by written notice from
Lessor to Lessee at any time upon the occurrence of an event of default by
Lessee under this Agreement or if Lessee violates or fails to comply with the
foregoing requirements and limitations and until such violation or failure is
cured. Lessee may use such power of attorney to (i) negotiate and execute any
Ground Lease renewal that is for a term of not more than five (5) years, which
may contain successive five (5) year renewal options and otherwise shall be on
commercially reasonable terms, (ii) execute other modifications, waivers and
amendments to Ground Leases (including non-disturbance agreements related
thereto) that are reasonably required in the normal course of business and
operations of the Sites, (iii) amend, modify, enforce or waive any terms of any
Collocation Agreements or enter into new site supplements or site subleases
applicable to Pre-Lease Sites or (iv) enter into any collocation agreements,
site supplements or site subleases out for signature on the date hereof or
partially executed on the date hereof applicable to Master Lease Sites and
Pre-Lease Sites. Lessor shall, from time to time and upon reasonable request
from Lessee, execute documentation reasonably necessary to confirm Lessee's
rights hereunder to a counterparty under a Collocation Agreement, within ten
(10) Business Days of receipt of a request therefor by Lessee, provided, that
Lessor and each Sprint Additional Party will not be required to obtain any new
board resolutions from any Person that is a corporation or similar resolutions
or approvals from any Person that is a


                                       22



limited liability company, partnership or trust. Lessee will, and does hereby
agree to, indemnify, defend and hold the Sprint Indemnitees harmless from,
against and in respect of any and all Claims paid, suffered, incurred or
sustained by any Sprint Indemnitee and in any manner arising out of, by reason
of, or in connection with all deeds and activities performed by Lessee pursuant
to and under the authority granted by the power of attorney granted in this
Section 4(b) (including, without limitation, a violation failure to comply with
the foregoing requirements and limitations), provided, however, that such
indemnity shall not be for amounts payable under a Ground Lease after the Site
Expiration Outside Date, unless Lessee exercises its rights under Section 36
with respect to a Site or the terms and provisions of such Ground Lease that
extends beyond the Site Expiration Outside Date are not commercially reasonable.
Except as expressly provided in this Agreement, no amendment, renewal, extension
or other change to any Ground Lease desired by Lessee during the Term pursuant
to this Section 4 will be effected without the prior consent of Lessor, such
consent not to be unreasonably withheld, conditioned or delayed. Lessor or the
Sprint Additional Parties, as applicable, shall respond to any written request
that they execute or consent to the execution of a Ground Lease amendment within
ten (10) Business Days of written notice thereof, with a failure to respond
being deemed a consent to the execution of such Ground Lease amendment by
Lessee.

     (c) With respect to any negotiations with a Ground Lessor of the terms of a
renewal or extension of a Ground Lease (other than a renewal or extension
pursuant to an option contained in such Ground Lease which Lessor is obligated
to exercise pursuant to Section 4(a)), Lessee will, at Lessee's sole cost and
expense, use commercially reasonable efforts to negotiate and obtain an
extension or renewal of all Ground Leases of the Leased Sites and Other Interest
Sites on behalf of and for the benefit of Lessor, and Lessor, if requested by
Lessee, will make commercially reasonable efforts to assist Lessee in obtaining
such extension or renewal; provided, however, that such renewal or extension
does not impose any liability or obligation on Lessor, Sprint Collocator or any
of their respective Affiliates during the Term as to the applicable Site for
which Lessee is not responsible (or subsequently agrees to be responsible) under
the terms of this Agreement. If, at the conclusion of any such negotiations by
Lessee (a "LESSEE NEGOTIATED RENEWAL"), Lessee has obtained a proposal from the
applicable Ground Lessor for the renewal or extension of such Ground Lease that
provides for Renewal Ground Rent under such renewal or extension that does not
exceed one hundred sixty percent (160%) of the Expiring Ground Rent, does not
increase any revenue sharing thereunder and does not impose any other conditions
or responsibilities on the Lessee thereunder materially more onerous than in
such Ground Lease prior to the renewal thereof for such Site, Lessee agrees that
Lessee will be required to accept such proposal and use commercially reasonable
efforts to cause such renewal or extension to be entered into (subject to Sprint
Collocator not being in default hereunder at such Site beyond applicable notice
and cure periods provided herein); provided, however, that in such event the
Sprint Collocation Charge payable by Sprint Collocator under this Agreement for
the Sprint Collocation Space at the Site that is subject to such renewal or
extension will increase during the entire period of such renewal or extension
(and any subsequent renewals or extensions thereof exercised prior to the
applicable Withdrawal Date) by the amount of the Shared Ground Rent Increase
Payment. If the proposed Lessee Negotiated Renewal provides for Renewal Ground
Rent that exceeds one hundred sixty percent (160%) of the Expiring Ground Rent
or otherwise increases any revenue sharing thereunder or otherwise imposes any
other conditions materially more onerous than those contained in such Ground
Lease prior to the renewal thereof for such Site, and Lessee does not desire to
accept Renewal


                                       23



Ground Rent, Lessee shall so notify Lessor in writing of the Renewal Ground Rent
provided for in such Lessee Negotiated Renewal, and Lessor shall have right
(exercisable by written notice from Lessor to Lessee within thirty (30) days
after receipt of such notice from Lessee to Lessor) to either (i) require Lessee
to accept such proposal and use commercially reasonable efforts to cause such
Lessee Negotiated Renewal to be entered into (but only at a Renewal Ground Rent
not exceeding the amount of the Renewal Ground Rent contained in the proposed
Lessee Negotiated Renewal of which Lessor was so notified) or (ii) attempt to
negotiate the Renewal Ground Rent for the period of such renewal or extension
directly with the applicable Ground Lessor; provided, however, that in either of
such events, if any renewal or extension is thereafter entered into, the Sprint
Collocation Charge payable by Sprint Collocator under this Agreement for the
Sprint Collocation Space at the Site that is subject to such renewal or
extension will increase during the entire period of such renewal or extension
(and any subsequent renewals or extensions thereof exercised prior to the
applicable Withdrawal Date) by the amount of the Shared Ground Rent Increase
Payment. Lessee at any time may enter into any renewal or extension of a Ground
Lease on any commercially reasonable terms as it may elect. To the extent that
Lessee or any Affiliate of Lessee succeeds to the interest of any Ground Lessor
in and to the Ground Lease located at any Site, upon the expiration of the term
of such Ground Lease (and any renewal options contained therein), the term of
such Ground Lease shall thereafter be automatically renewed for additional five
(5) year terms on the same terms and conditions as the immediately preceding
renewal or extension term of the Ground Lease, provided, however, that the
Ground Rent thereunder shall be increased by an amount equal to the product of
(x) the Ground Rent in the term then expiring and (y) a fraction (but not less
than one), the numerator of which is the aggregate base Ground Rent payable
during the final term of said Ground Lease (prior to renewal in accordance with
this sentence) and the denominator of which is the aggregate base Ground Rent
payable during the term immediately preceding the final term of said Ground
Lease (prior to renewal in accordance with this sentence), assuming such terms
are of equivalent length (or, if not of equivalent length, then the period over
which the base Ground Rent for the expiring Ground Lease shall be calculated
shall match the length of the renewal or extension, as applicable), or if such
Ground Lease had only one term thereto, then the base Ground Rent shall increase
during each year of the renewal or extension at the periodic escalations, if
any, provided for in the immediately previous five (5) years of the term of such
Ground Lease.

     (d) Commencing from and after January 1, 2007, if on the date that is six
(6) months prior to the expiration of any Ground Lease, such Ground Lease has
not been renewed or extended, Lessee will so notify Lessor in writing, and
Lessor, at its option, may attempt to negotiate such renewal or extension and if
Lessee has not previously used commercially reasonable efforts pursuant to
Section 4(c) to obtain such renewal or extension, Lessee will reimburse Lessor
for its reasonable out of pocket expenses relating to such negotiation;
provided, however, that Lessor will not in connection with such renewal or
extension, without the approval of Lessee, agree to any revenue sharing in
excess of existing revenue sharing arrangements. If Lessor completes the
foregoing negotiations for, and executes and delivers, such renewal or extension
(a "LESSOR NEGOTIATED RENEWAL"), the Term as to such Site shall continue in full
force and effect; provided, however, that the Sprint Collocation Charge payable
by Sprint Collocator under this Agreement for the Sprint Collocation Space at
the Site that is subject to the Lessor Negotiated Renewal will increase during
the entire period of such Lessor Negotiated Renewal (and any subsequent renewals
or extensions thereof) by the amount of the Shared Ground Rent


                                       24



Increase Payment. Notwithstanding anything in this Agreement to the contrary,
however, in the event of an increase in the Sprint Collocation Charge as a
result of the payment by Sprint Collocator of any Shared Ground Rent Increase
Payment under this Agreement, no portion of the Sprint Collocation Charge
attributable to any Shared Ground Rent Increase Payment shall be subject to the
annual increase in the Sprint Collocation Charge provided for in Section 11(b)
(except that Sprint Collocator will be obligated to pay as a part of the Sprint
Collocation Charge any periodic increases in the Shared Ground Rent Increase
Payment based on increased rent, fees and other charges provided for in the
applicable Ground Lease during the period of the applicable renewal or
extension). The foregoing sentence shall not limit the annual increase in the
portions of the Sprint Collocation Charge other than the Shared Ground Rent
Increase Payment as provided in Section 11(b). If Lessor or Lessee is not able
to renew or extend any Ground Lease in accordance with Section 4(c) and this
Section 4(d), then the Parties will permit such Ground Lease to expire on the
applicable expiration date, in which event this Agreement will have no further
force and effect as to the Leased Site or Other Interest Site, as applicable, to
which such Ground Lease applies except for such obligations accruing prior to or
as of such expiration date that are then unperformed.

     (e) Notwithstanding anything in this Agreement to the contrary, with
respect to any Lessee Negotiated Renewal or Lessor Negotiated Renewal with
respect to a Site pursuant to which Sprint Collocator is obligated to pay any
Shared Ground Rent Increase Payment in accordance with the provisions of Section
4(c) or 4(d), Sprint Collocator agrees that (i) if such Lessee Negotiated
Renewal or Lessor Negotiated Renewal provides for Renewal Ground Rent that
exceeds one hundred sixty percent (160%) of the Expiring Ground Rent and Sprint
Collocator exercises its Withdrawal Right with respect to such Site so that the
Withdrawal Date for such Site would occur during the term of such Lessee
Negotiated Renewal or Lessor Negotiated Renewal, the Withdrawal Date for such
Site shall be automatically extended to, and shall be, the expiration date of
the then current term of such Lessee Negotiated Renewal or Lessor Negotiated
Renewal, (or if such Ground Lease has been extended prior to such exercise of
the Withdrawal Right, the Withdrawal Date shall be automatically extended until
the expiration of the next applicable Ground Lease term) and (ii) if such Lessee
Negotiated Renewal or Lessor Negotiated Renewal provides for Renewal Ground Rent
exceeding one hundred thirty percent (130%), but equal to or less than one
hundred sixty percent (160%), of the Expiring Ground Rent for such Site, and
Sprint Collocator exercises its Withdrawal Right with respect to such Site so
that the Withdrawal Date for such Site would occur during the term of such
Lessee Negotiated Renewal or Lessor Negotiated Renewal Sprint Collocator shall
continue to pay to Lessee the portion of the Sprint Collocation Charge
attributable to the Shared Ground Rent Increase Payment for such Site (but no
other portion of the Sprint Collocation Charge) in accordance with the
provisions of this Agreement until the earlier of (y) the expiration of the then
current term of such Lessee Negotiated Renewal or Lessor Negotiated Renewal (or
if such Ground Lease has been extended prior to such exercise of the Withdrawal
Right, the Withdrawal Date shall be automatically extended until the expiration
of the next applicable Ground Lease term) or (z) the fifth (5th) anniversary of
the commencement of the then current term of such Lessee Negotiated Renewal or
Lessor Negotiated Renewal (or if such Ground Lease has been extended prior to
such exercise of the Withdrawal Right, the Withdrawal Date shall be
automatically extended until the expiration of the next applicable Ground Lease
term). Notwithstanding the foregoing provisions of this Section 4(e), the
obligations of Sprint Collocator in clause (ii) of the immediately preceding
sentence of this Section 4(e) shall not


                                       25



apply with respect to any Lessor Negotiated Renewal (without in any manner
otherwise affecting the obligations of Sprint Collocator under clause (i) of the
immediately preceding sentence) if Lessee did not use commercially reasonable
efforts pursuant to Section 4(c) to obtain a renewal or extension of the Ground
Lease that was renewed or extended pursuant to such Lessor Negotiated Renewal.
Lessee's commercially reasonable efforts shall mean providing Sprint Collocator
evidence, which may be a certification as to item (x), that it either (x)
engaged in active negotiations with the applicable Ground Lessor or (y) sent
regular correspondence to the applicable Ground Lessor with respect to renewing
such Ground Lease, in either case, at least six (6) months prior to the
expiration of such Ground Lease. Any dispute under this Section 4 shall be
subject to arbitration in accordance with the procedures set forth in Section
31(h). If a Withdrawal Right is exercised with respect to a Site that is the
subject of Lessor Negotiated Renewal or a Lessee Negotiated Renewal, Lessee
shall have no obligation to exercise any further extension options under the
Ground Lease applicable to such Site.

     (f) Upon receipt by Lessor or any other Sprint Group Member of any notice
of default or notice of an act or omission which could with the passing of time
and/or the giving of notice constitute an event of default under a Ground Lease
or non-compliance with a term of a Ground Lease (the "DEFAULT NOTICE"), Lessor
will, within five (5) Business Days after receipt of the Default Notice or such
shorter time as is reasonably necessary to avoid a termination of such Ground
Lease, provide Lessee with a copy of the Default Notice. If such default or
non-compliance with a term of a Ground Lease is caused by Lessee or any Tower
Subtenant, Lessee will, and will cause the applicable Tower Subtenant to, cure
or otherwise remedy such default or noncompliance. If such default or
non-compliance is caused by Sprint Collocator, or any other Sprint Group Member,
Lessor or Sprint Collocator will cause such default or non-compliance to be
cured or otherwise remedied at its sole cost and expense. Lessor and each Sprint
Additional Party hereby agree that if because of the failure of Lessor, any
Sprint Additional Party or any other Sprint Group Member to perform of any of
its duties, obligations, liabilities or responsibilities under any Ground Lease
that results in a default under and termination of a Ground Lease (unless such
duty, obligation, liability or responsibility is assumed by Lessee hereunder),
Sprint Collocator shall pay to Lessee an amount equal to the Unamortized Rent as
of the date of termination of the Ground Lease for the affected Site; provided,
however, that such payment shall be and constitute liquidated damages (and not
as a penalty) to Lessee hereunder on account of such failure, it being agreed
between the Parties that the actual damages to Lessee in such event are
impractical to ascertain and the amount of the Unamortized Rent is a reasonable
estimate thereof, and Lessee hereby expressly waives and relinquishes any and
all other remedies at law or in equity.

     SECTION 5. COLLOCATION AGREEMENTS.

     (a) Without limiting the generality of Section 4, Lessee expressly
acknowledges that, as to each Site, this Agreement is subject to all Collocation
Agreements currently in effect with respect to such Site as are set forth in the
Agreement to Lease and Sublease. In respect of each Master Lease Site, by
execution of this Agreement as to the Initial Master Lease Sites and thereafter
as of the Conversion Closing Date for each additional Master Lease Site, Lessor
does transfer, assign and convey over unto Lessee, for the Term as to such
Master Lease Site, all of its rights, title and interest in, to or under any
Collocation Agreements affecting such Master Lease Site and shall execute
documentation reasonably necessary to confirm same to a counterparty


                                       26



under a Collocation Agreement, within ten (10) Business Days of receipt of a
request therefor by Lessee, provided, that Lessor and each Sprint Additional
Party will not be required to obtain any new board resolutions from any Person
that is a corporation or similar resolutions or approvals from any Person that
is a limited liability company, partnership or trust. In respect of each
Pre-Lease Site, Lessor and each Sprint Additional Party does hereby (on its
behalf and on behalf of any Affiliate thereof that is a party thereto) delegate
all of its respective rights, duties, obligations and responsibilities under the
Collocation Agreements to Lessee for the Term as to such Site for periods
occurring from and after the Effective Date and shall execute documentation
reasonably necessary to confirm same to a counterparty under a Collocation
Agreement, within ten (10) Business Days of receipt of a request therefor by
Lessee, provided, that Lessor and each Sprint Additional Party will not be
required to obtain any new board resolutions from any Person that is a
corporation or similar resolutions or approvals from any Person that is a
limited liability company, partnership or trust. Lessee does hereby assume and
agree to pay and perform all of the duties, obligations, liabilities and
responsibilities of Lessor and all Sprint Additional Parties under the
Collocation Agreements affecting each Site arising from and after the Effective
Date, and Lessee will receive all rents payable under such Collocation Agreement
for periods occurring from and after the Effective Date. Lessor, each Sprint
Additional Party and Lessee acknowledge and agree that in connection with the
transactions described in this Section 5(a), certain of the Collocation
Agreements may be required to be bifurcated as provided in Section 6.11 of the
Agreement to Lease and Sublease and shall be subject to further bifurcation as
provided in Section 41(f).

     (b) Lessee will, and does hereby agree to, indemnify, defend and hold the
Sprint Indemnitees harmless from, against and in respect of any and all Claims,
paid, suffered, incurred or sustained by any Sprint Indemnitee and in any manner
arising out of, by reason of, or in connection with any failure of the duties,
obligations, liabilities and responsibilities of Lessor or the Sprint Additional
Parties under any of the Collocation Agreements (solely in their role as
"landlord" thereunder and not with respect to the use and operation of the
Sprint Collocation Space or otherwise as the subtenant of a Site) affecting each
Site and arising from and after the Effective Date, to be fully and completely
performed pursuant to the Collocation Agreements; provided, however, that the
foregoing indemnification shall not be deemed to abrogate or impair the
operation or effect of any representations or warranties of the Sprint
Additional Party made with respect to the Collocation Agreements in the
Agreement to Lease and Sublease or be applicable to a matter that constitutes an
Excluded Liability under, and as defined in, the Agreement to Lease and
Sublease.

     (c) Sprint Collocator hereby agrees to indemnify, defend and hold the
Lessee Indemnitees harmless from, against and in respect of any and all Claims,
paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner
arising out of, by reason of, or in connection with any failure of the duties,
obligations, liabilities and responsibilities of Lessor or any Sprint Additional
Party or any other Sprint Group Member under any of the Collocation Agreements
affecting each Site and arising (i) prior to the date hereof, to be fully and
completely performed pursuant to the Collocation Agreements, (ii) during the
Term of this Agreement and is related to an action or failure to act by the
Sprint Additional Parties or any of their respective Affiliates required under
this Agreement, or (iii) following the expiration of the Term as to any Site to
which any such Collocation Agreement applies from and after the date that any
such


                                       27



Collocation Agreement is reassigned or deemed reassigned to Lessor or its
designee as provided in Section 5(d).

     (d) Unless Lessee exercises the purchase option with respect to a Site
under Section 36 of this Agreement, the assignment by Lessor to Lessee of the
Collocation Agreements in respect of each Site will automatically terminate and
expire and such Collocation Agreements will automatically be (or be deemed)
reassigned or assigned, as the case may be, to Lessor or its designee, and
Lessor or its designee will accept such reassignment or assignment, as the case
may be, upon the expiration of the Term of, or earlier termination of, this
Agreement in respect of such Site.

     SECTION 6. SPRINT COLLOCATION SPACE.

     (a) Lessor, Sprint Collocator and Lessee expressly acknowledge that, at all
times during the Term as to each Master Lease Site, the Sprint Collocation Space
of each Master Lease Site will be deemed to be leased, subleased or otherwise
made available by Lessor to Lessee, and subleased back or otherwise made
available to Sprint Collocator, pursuant to this Agreement, and the Sprint
Collocation Space at each Pre-Lease Site will be deemed reserved for or
otherwise be made available to Sprint Collocator pursuant to this Agreement, in
each case for the exclusive possession and use by Sprint Collocator and its
Affiliates and permitted transferees, whether or not such Sprint Collocation
Space is now or hereafter occupied. As a part of the Sprint Collocation Space of
each Site, Lessee also grants to Sprint Collocator as to each Master Lease Site,
and Sprint Collocator reserves and shall at times retain (for the benefit of
Sprint Collocator or any of its Affiliates and except to the extent limited by
any restrictions contained in any applicable Ground Lease, the Permitted
Encumbrances or by Law): (i) a non-exclusive right and easement (over the
surface of the Site), but subject to the terms of this Agreement, the Ground
Leases, the rights of Tower Subtenants, any other agreements affecting the Site
existing prior to the Effective Date (not entered into by Lessee or its
Affiliates) and such commercially reasonable rules and regulations as Lessee may
from time to time propagate (such rules and regulations to be applied uniformly
by Lessee between Sprint Collocator and Tower Subtenants) and applicable Laws,
for ingress to and egress from the entire Site, and access to the entire Tower
and all Improvements to such Site and Tower, at such times (on a 24-hour, seven
(7) day per week basis unless otherwise limited by the Ground Lease), to such
extent, and in such means and manners (on foot or by motor vehicle, including
trucks and other heavy equipment), as Sprint Collocator deems reasonably
necessary in connection with its full use and enjoyment of the Sprint
Collocation Space, including, without limitation, a right to construct, install,
use, operate, maintain, repair and replace its Communications Equipment on the
applicable Sprint Collocation Space; and (ii) the right, exercisable only during
periods during which Sprint Collocator is actively performing work at a Site
(and subject to the terms of the applicable Ground Lease and applicable Laws),
to use any unoccupied portion of the ground space at the applicable Site for
purposes of temporary location and storage (but only during the period of the
performance of such work at such Site) of any of its Communications Equipment
and for performing any repairs or replacements (provided that such use and
occupancy of any unoccupied portion of a Site will not materially adversely
affect the use and occupancy by, or interfere with the operations of, a Tower
Subtenant or Lessee of the Site, and, provided further that Sprint Collocator
will be required to remove any of its stored Communications Equipment on any
unoccupied portion of the Site upon fifteen (15) days prior written notice from
Lessee if


                                       28



such unoccupied portion of the Site is under sublease or other occupancy
arrangement with a Tower Subtenant that is prepared to take occupancy of such
portion of the Site or is otherwise required for use by Lessee for work or
storage at such Site); and (iii) a non-exclusive right and easement for the use,
operation, maintenance, repair and replacement of all utility lines, Equipment
and appurtenances now existing and located on the Site and providing electrical
and any other utility service to Sprint's Communications Facility on the Site,
which right and easement includes the right of Sprint Collocator and its agents,
employees and contractors to enter upon the Site to repair, maintain and replace
such utility facilities.

     (b) Notwithstanding the foregoing provisions of this Section 6, except in
the event of an Emergency, Sprint Collocator shall give Lessee at least ten (10)
days prior written notice of its intention to undertake any activity that
involves having Sprint Collocator or its contractors, subcontractors, engineers,
agents, advisors, consultants, representatives, or other Persons authorized by
Sprint Collocator to (i) climb the Tower at any Site (and in the event of an
Emergency Sprint Collocator will provide such notice of having climbed the Tower
promptly after performed such act), (ii) perform construction or maintenance
activities that might reasonably be expected to temporarily or permanently
affect access or use of a Site or (iii) involves the use of heavy equipment. No
representation is made by Lessee with respect to whether any Sites are
accessible by trucks or other heavy equipment or are currently capable of being
utilized by same, and Lessee shall have no obligation to Sprint Collocator to
build access roads that are accessible by trucks or other heavy equipment or to
prepare the Site to be utilized by same; provided, however, that Lessor will be
required to maintain in such order and repair as would be required under
industry standards such access roads existing as of the Effective Date and
agrees not to take any action (except as required by Law, a Governmental
Authority, the applicable Ground Lease existing prior to the Effective Date, any
Collocation Agreement existing prior to the Effective Date or other agreement
affecting the Site existing prior to the Effective Date (and not entered into by
Lessee or its Affiliates)) that would materially diminish or impair any means of
access to any Site existing as of the Effective Date. The Sprint Collocation
Space at each Site, on the Land constituting a portion of such Site, shall
include an additional unobstructed buffer area three (3) feet in width along and
around the perimeter of all portions of Sprint's Improvements located on such
Land (collectively, the "SPRINT BUFFER ZONE"); provided, however, that Sprint
Collocator acknowledges and agrees that (i) with respect Sprint's Improvements
located on the Land at any Site on the Effective Date, the Sprint Buffer Zone is
hereby established only to the extent it exists on any Site as of the Effective
Date, (ii) with respect to the portions of Sprint's Improvements consisting of
cable runs, the Sprint Buffer Zone need not necessarily include an area three
(3) feet in width around the perimeter thereof so long as Sprint Collocator has
reasonable access to such portions of Sprint's Improvements for the purposes of
maintenance, repair and replacement thereof. If the Sprint Buffer Zone (coupled
with applicable zoning, setback or other Laws or terms in the applicable Ground
Lease or agreements with other Tower Subtenants) effectively limits Lessee's
ability to lease, license or otherwise allow space at a Site to be used by a
prospective Tower Subtenant in a commercially reasonable manner, then the Lessee
may, by written notice to Sprint Collocator, request Sprint Collocator to reduce
the size of the Sprint Buffer Zone to accommodate the reasonable requirements of
such prospective Tower Subtenant. Each such request shall be accompanied by
reasonable information that will enable Sprint Collocator to determine the
nature and location of the requested reduction and the extent of the proposed
encroachment into the Sprint Buffer Zone, and Sprint Collocator agrees to not
unreasonably withhold, condition or delay its consent to any


                                       29



such request. If Sprint Collocator consents to such a reduction in the Sprint
Buffer Zone, then such reduction shall be effective only during the period
during which the permitted encroachment into the Sprint Buffer Zone exists, and
at such time as the Improvements or Equipment at the applicable Site that
encroach upon the Sprint Buffer Zone and are the subject of the permitted
reduction are permanently removed, the Sprint Buffer Zone shall be reinstated to
the extent it existed prior to the time of the permitted reduction. In addition,
if at any time Sprint Collocator has ceased use of any portion of the Sprint
Collocation Space on the Tower that contained Communications Equipment located
outside the Sprint Tower Envelope on the Effective Date, then Lessee may, by
written notice to Sprint Collocator, request Sprint Collocator to permit Lessee
to use such unused portion of the Sprint Collocation Space to accommodate the
reasonable requirements of such prospective Tower Subtenant, and Sprint
Collocator agrees to not unreasonably withhold, condition or delay its consent
to any such request.

     (c) Notwithstanding anything in this Agreement to the contrary, (i) Lessor,
Lessee and Sprint acknowledge and agree that certain Sites as identified on
Exhibit A, are either being leased, subleased or otherwise made available by
Lessor to Lessee or being operated by Lessee pursuant to this Agreement but are
not subject to the sublease to or reservation by Sprint Collocator of any Sprint
Collocation Space (such Sites, along with any Site where Sprint Collocator
exercises its Withdrawal Rights from and after the Withdrawal Date for such
Site, the "NON-COLLOCATION SITES"), and the duties and obligations of Sprint
Collocator in this Agreement regarding Sprint Collocation Space shall not be
applicable to the Non-Collocation Sites and (ii) Lessee shall have no duties to
Lessor or Sprint with respect to such Non-Collocation Sites pursuant to Sections
6 and 25. On the Effective Date, the number of Sites either subleased back or
otherwise made available to Sprint Collocator is 107.

     (d) Sprint Collocator will, at all times during the Term as to any Site, at
Sprint Collocator's sole cost and expense, keep and maintain Sprint's
Communications Equipment and Sprint's Improvements in a structurally safe and
sound condition and in working order.

     (e) Without limiting any of Lessee's rights or obligations under this
Agreement, Lessee acknowledges and agrees that Lessee will not engage, nor will
it permit any Tower Subtenant to engage, in any conduct or activity that might
reasonably be expected to interfere (excluding electrical interference which
will be governed by Section 15) with Sprint Collocator's peaceful and quiet
enjoyment of the Sprint Collocation Space or the use and operation of Sprint
Collocator of Sprint's Communications Equipment at such Site. Notwithstanding
anything to the contrary herein, in no event shall Lessee be required to enforce
any rights against or resolve any disputes with a Tower Subtenant who at the
time of such enforcement action or dispute is an Affiliate of Sprint.

     (f) Without limiting the rights or obligations of Sprint Collocator under
this Agreement, Sprint Collocator acknowledges and agrees that it will not
engage, nor permit its Affiliates to engage, in any conduct or activity that
might reasonably be expected to interfere (excluding electrical interference
which will be governed by Section 15) with Lessee's or any Tower Subtenant's
peaceful and quiet enjoyment of its space on any Tower or the use and operation
of Communications Equipment by any Tower Subtenant.


                                       30



     (g) Sprint Collocator agrees to indemnify and hold the Lessee Indemnitees
harmless from and against and in respect of any and all Claims, paid, suffered,
incurred or sustained by any Lessee Indemnitee and in any manner arising out of,
by reason of, or in connection with the activities of Sprint Collocator or any
of its Affiliates in connection with any work at any applicable Site performed
at by or at the direction of Sprint Collocator or its Affiliates (but not
including any work at any Site that Lessee is required to perform pursuant to
this Agreement). Sprint Collocator shall restore any property damage to any Site
or appurtenant property or any access roads thereto in connection with any such
work caused by motor vehicles, trucks or heavy equipment of Sprint Collocator,
any of its employees, agents, contractors or designees. If such restoration work
is not performed by Sprint Collocator within fifteen (15) days after written
notice from Lessee (or if not capable of being performed within such fifteen
(15) day period, then within a reasonable period of time provided that Sprint
Collocator is actively and diligently pursuing completion of such restoration
work), Lessee may, but shall not be obligated to perform such work on behalf of
an for the account of Sprint Collocator, and Sprint Collocator shall reimburse
Lessee for the costs of such restoration work within fifteen (15) days after
demand thereof, together with reasonable evidence of the incurrence of such
costs.

     (h) Lessee agrees to and does hereby waive and relinquish any lien of any
kind and any and all rights, including levy, execution and sale for unpaid
rents, that Lessee may have or obtain on or with respect to any of Sprint's
Communications Equipment.

     SECTION 7. PERMITTED USE.

     (a) Lessee will use, and will permit the use of, the Leased Property at
each Site only for the Permitted Use.

     (b) Lessee will not use, or permit to be used, any Site, or any portion of
such Site, by Lessee, any Person or the public in such manner as might
reasonably be expected to impair Lessor's title to, or interest or rights in,
such Site, or any portion of such Site, or in such manner as might reasonably
make possible a Claim or Claims of adverse usage or adverse possession by the
public, as such, or any Person, or of implied dedication of any of the Leased
Property of such Site (provided there is no obligation to monitor or control use
of the Site by Sprint Collocator or its Affiliates). Nothing contained in this
Agreement and no action or inaction by Lessor, Sprint Collocator or any of their
respective Affiliates will be deemed or construed to mean that Lessor or Sprint
Collocator has granted to Lessee any right, power or permission to do any act or
make any agreement that may create, or give rise to or be the foundation for any
such right, title, interest, lien, charge or other encumbrance upon the estate
of Lessor in any Site.

     (c) Sprint Collocator will use the Sprint Collocation Space at each Site
only for installation, use, operation, repair and replacement of Sprint's
Communications Facility. Sprint Collocator will not use the Sprint Collocation
Space at any Site in such manner as might reasonably be expected to impair
Lessee's rights or interest in such Site or in such manner as might reasonably
make possible a Claim or Claims of adverse usage or adverse possession by the
public, as such, or any other Person (other than Sprint Collocator or any of its
Affiliates), or of implied dedication of such Sprint Collocation Space. Except
as specifically permitted hereunder, Sprint Collocator and its Affiliates shall
have no right to use or occupy any space at any Site


                                       31



other than the Sprint Collocation Space that it occupies from time to time in
accordance with the terms of this Agreement.

     SECTION 8. ACCESS.

     Except to the extent limited by any restrictions contained in any
applicable Ground Lease, the Permitted Encumbrances, this Agreement or by Law,
the interest or rights of Lessee in or to each Site under this Agreement
includes, as an appurtenance thereto, a non-exclusive right for access to the
Leased Property of each Site on a 24-hour, seven (7) day per week basis, on foot
or motor vehicle, including trucks and other heavy equipment, for the
installation and maintenance of the Tower and Improvements of such Site and the
Communications Facilities of Tower Subtenants. The Parties acknowledge and agree
that the right to access to any portion of the Leased Property of each Site
granted pursuant to this Section 8 will be granted to Lessee and its authorized
contractors, subcontractors, engineers, agents, advisors, consultants,
representatives, or other persons authorized by Lessee and, under Lessee's
direct supervision, and to Tower Subtenants, subject to any restrictions
contained in the applicable Ground Lease, the Permitted Encumbrances, this
Agreement or by Law.

     SECTION 9. TERM.

     (a) The term of this Agreement, as to each Master Lease Site, will commence
on the Effective Date with respect to the Initial Master Lease Sites and
Conversion Closing Date (as acknowledged and confirmed in the applicable Site
Designation Supplement) with respect to all other Master Lease Sites and will
expire on the Site Expiration Date for such Site. The term of this Agreement, as
to each Pre-Lease Site, will commence on the Effective Date and will expire on
the Site Expiration Date for such Site; provided; however, that the term of this
Agreement as to any Pre-Lease Site shall automatically expire as a result of a
Conversion Closing under the provisions of the Agreement to Lease and Sublease,
in which event the Pre-Lease Site will automatically be converted to and become
a Master Lease Site hereunder as of the Conversion Closing Date for such Site,
and no further instrument will be required to evidence such conversion;
provided, however, that upon the request of any Party, the Parties will promptly
execute such instruments as may be reasonably required to further evidence such
conversion. This Agreement will remain in full force and effect until the
expiration or earlier termination of the term of this Agreement as to all Sites.

     (b) No surrender by Lessee to Lessor of the Leased Property of any Master
Lease Site or any portion of such Site, prior to the expiration of the Term as
to such Master Lease Site will be valid or effective unless agreed to and
accepted in writing by Lessor, and no act by Lessor, other than such a written
acceptance, will constitute an acceptance of any such surrender.

     (c) Upon expiration or earlier termination of the Term as to any Master
Lease Site or as to any Pre-Lease Site prior to any Conversion Closing for such
Pre-Lease Site, Lessee, if requested by Lessor, will, at its cost and expense
and in accordance with instructions of Lessor, within a reasonable period of
time, but in no event less than thirty (30) days or such shorter period of time
as may be required under any applicable Ground Lease, (i) cause the Tower
Subtenants on such Site to stop and cease the operation of their respective
Communications Facilities on such Site (but only to the extent that any such
Tower Subtenant, in Lessee's


                                       32



reasonable judgment, does not occupy such Site pursuant to a commercially
reasonable Collocation Agreement) and (ii) to the extent permitted by the
applicable Ground Lease, remove all of Lessee's Severable Alterations from such
Site and restore each Site substantially to the condition it was in on the
Effective Date, subject to the addition of any permitted Non-Severable
Alterations; provided, however, that upon expiration or earlier termination of
the Term as to any Site upon the expiration or termination of any Ground Lease,
if required by the applicable Ground Lease, Lessee will remove the Tower and any
Improvements (whether or not constituting Severable Alterations) from such Site
and otherwise restore such Site to the condition required under the applicable
Ground Lease. The Tower and any Improvements so removed (to the extent not
constituting Severable Alterations of Lessee) will either be (i) delivered by
Lessee to any Person designated by Lessor for disposition by Lessor or its
designee, who shall pay to Lessee its cost of removal thereof, up to the net
sales proceeds such Person receives from the dispositions thereof, or (ii) sold
or otherwise disposed of by Lessee for not less than their salvage value, and
the net proceeds of such sale or other disposition after deducting Lessee's cost
of removal thereof will be paid to Lessor when and as received by Lessee. Any
Severable Alterations not removed by Lessee within such 30-day period will, at
Lessor's option, be deemed abandoned by Lessee and title to such Severable
Alterations will automatically, without further action, vest in Lessor. Except
as set forth in Section 41, in the event of the expiration of the Term as to any
Site prior to the Site Expiration Outside Date, and without limiting any of
Lessee's other rights or remedies hereunder, Lessee will have no right or claim
to any refund or credit of any portion of the prepaid Rent for such Site. Each
Site shall be delivered by Lessee to Lessor at the end of the Term as to such
Site in the condition required by this Agreement and shall otherwise be
delivered to Lessor in good condition, repair and order, reasonable wear and
tear and casualty and condemnation which Lessee is not required to repair
excepted, but without any implied warranties.

     (d) Upon expiration or earlier termination of the Term as to any Master
Lease Site or any Pre-Lease Site (other than as a result of the conversion of
such Pre-Lease Site to a Master Lease Site hereunder), Lessee, if requested by
Lessor, will deliver or cause to be delivered to Lessor (i) copies of all
written (and effective) Ground Leases, Collocation Agreements and material
Governmental Approvals solely related to such Site or, to the extent not solely
related, appropriate extracts thereof, and (ii) copies of, or extracts from, all
current files and records of Lessee solely related to the ownership, occupancy
or leasing of such Site or, to the extent not so solely related, appropriate
extracts thereof; provided, that Lessee will not be required to deliver to
Lessor any privileged document and Lessee, in its sole discretion, may deliver
such documents in electronic form.

     (e) Unless and until Lessee has exercised its purchase option under Section
36, Lessor will maintain or replace all Tower Removal Bonds as are in existence
as of the Effective Date with respect to the Sites (and provide Lessee copies of
same), unless any such Tower Removal Bond is no longer required with respect to
a Site. Lessee will, and does hereby agree to, indemnify, defend and hold the
Sprint Indemnitees harmless from, against and in respect of any and all Claims
paid, suffered, incurred or sustained by any Sprint Indemnitee and in any manner
arising out of, by reason of or in connection with the failure of Lessee to
comply with the conditions of the Tower Removal Bonds or any claim made by an
obligee on, or any payment made to, such obligee under any Tower Bond.


                                       33



     SECTION 10. WITHDRAWAL.

     (a) Sprint Collocator at each Site will have Withdrawal Rights, which will
be exercisable in respect of any Site only if the applicable Withdrawal Date is
(i) on the tenth (10th) anniversary of the Effective Date (the "TEN YEAR
WITHDRAWAL DATE"), (ii) on the last day of each successive five (5) year period
thereafter or (iii) at any time after the Ten Year Withdrawal Date if there is
an occurrence of a Withdrawal Cause. To exercise any such Withdrawal Rights with
respect to any Site, Sprint Collocator will give Lessee written notice of such
exercise (the "WITHDRAWAL NOTICE"), as applicable (A) not less than one (1) year
prior to the Ten Year Withdrawal Date, (B) one hundred eighty (180) days prior
to any applicable Withdrawal Date pertaining to any five (5) year period
following the Ten Year Withdrawal Date, and (C) ninety (90) days prior to any
Withdrawal Date occurring as a result of the occurrence of Withdrawal Cause. If
Sprint Collocator exercises the Withdrawal Rights as to any Site, Sprint
Collocator will not be required to pay the Sprint Collocation Charge with
respect to such Site for the period occurring after the Withdrawal Date
specified in the applicable Withdrawal Notice. Not later than the Withdrawal
Date of any Site, Sprint Collocator will vacate the Sprint Collocation Space of
such Site and remove, at Sprint Collocator's cost and expense, all of Sprint's
Communications Equipment at such Site (and otherwise leave the vacant Sprint
Collocation Space in good condition, repair and order (reasonable wear and tear
and loss by casualty and condemnation excepted) and shall remove all of Sprint's
Communications Equipment therefrom and restore any damage thereto caused by,
through or under any Sprint Group Member), if such Sprint Collocation Space is
occupied, whereupon Sprint Collocator's right to occupy and use the Sprint
Collocation Space of such Site pursuant to this Agreement will be terminated. At
the request of either Sprint Collocator or Lessee, the appropriate Parties will
enter into documentation, in form and substance reasonably satisfactory to such
Parties, evidencing any withdrawal effected pursuant to this Agreement.

     (b) In addition to, and not in limitation of any right of Sprint Collocator
under Section 10(a), and notwithstanding anything in this Agreement to the
contrary, without limiting or diminishing Sprint Collocator's payment
obligations hereunder in any manner, including its obligation to pay Sprint
Collocation Charge, Sprint Collocator will not have any obligation to occupy, or
to operate a Communications Facility on, the Sprint Collocation Space of any
Site, and Sprint Collocator will have the right, exercisable at any time during
the Term as to any Site, to cease occupying or operating Sprint's Communications
Facility on the Sprint Collocation Space of such Site, and retain its right to
such Sprint Collocation Space and may permit any of its Affiliates to occupy
such Sprint Collocation Space, so long as Sprint Collocator remains the primary
obligor for the Sprint Collocation Charge in respect of such Site and such
Affiliates' use of the Sprint Collocation Space is in accordance with all the
terms and conditions of this Agreement. In no event shall such use and occupancy
by an Affiliate of Sprint diminish Sprint Collocator's rights and obligations
hereunder.

     SECTION 11. RENT AND PRE-LEASE RENT; SPRINT COLLOCATION CHARGE.

     (a) Lessee will prepay Rent in respect of the Leased Property of each of
the Initial Master Lease Sites for the entire Term as to such Master Lease Site
on the Effective Date. Lessee will prepay the Pre-Lease Rent in respect of the
Leased Property of each Pre-Lease Site for the entire Term as to such Pre-Lease
Site on the Effective Date for each Pre-Lease Site. Such


                                       34



Rent and Pre-Lease Rent will be specifically allocated to the periods as set
forth in Exhibit H ("ALLOCATED RENT"); provided, however, that if any Pre-Lease
Site becomes a Master Lease Site as a result of a Conversion Closing, then the
remaining portion of the Pre-Lease Rent attributable to the periods from and
after the Conversion Closing Date will thereafter be credited to and constitute
Rent for such Master Lease Site for the corresponding periods after such
Conversion Closing Date; and provided, further, that such allocation of Rent and
Pre-Lease Rent shall in no event fail to qualify for the uneven rent test
provided for in Treasury Regulations Section 1.467-3(c)(4). For each calendar
month during the Term as to each Site, Sprint Collocator at each Site will pay
the Sprint Collocation Charge with respect to the Sprint Collocation Space for
such Site (or if there is more than one Tower at such Site on which Sprint
Collocator or its Affiliates maintain Sprint Collocation Space, with respect to
the Sprint Collocation Space of each Tower at such Site), in advance on the
first day of each such month, beginning on the Effective Date. Lessee agrees
that, except pursuant to the terms of Sections 4(f) and 41 and any provision
contained in the Agreement to Lease and Sublease that expressly provides for the
same, the Rent and the Pre-Lease Rent are non-refundable and that Lessee will
have no right of abatement, reduction, setoff, counterclaim, rescission, refund,
defense or deduction with respect thereto. Sprint Collocator agrees that it will
have no right of abatement (except as set forth in Section 14), reduction,
setoff, counterclaim, rescission, refund, defense or deduction with respect to
any payment of the Sprint Collocation Charge (including any Shared Ground Rent
Increase Payment) or any amount payable by Sprint Collocator pursuant to Section
11(g).

     (b) The following terms will have the following definitions:

     "PRE-LEASE RENT" means, as to any Pre-Lease Site, the amount prepaid by
Lessee to Lessor with respect to such Pre-Lease Site pursuant to this Agreement
and as specified in Exhibit H, and "RENT" means, as to any Master Lease Site,
the amount prepaid by Lessee to Lessor with respect to such Master Lease Site
pursuant to this Agreement and as specified in Exhibit H (and as credited in
Section 11(a)). Pre-Lease Rent and Rent are intended to constitute "fixed rent"
(as such term is defined in Treasury Regulations Section 1.467-1(h)(3)).

     "SPRINT COLLOCATION CHARGE" means, as to any Sprint Collocation Space at
any Site, the monthly amount payable to Lessee by Sprint Collocator for the
sublease, use and occupancy, as applicable, of the Sprint Collocation Space at
such Site pursuant to this Agreement in an amount equal to $1,400 per month
subject to an annual increase on each CPI Change Date equal to the lesser of (a)
three percent (3%) or (b) the applicable CPI Change plus two percent (2%).

     (c) If the Effective Date is a day other than the first day of a calendar
month, the applicable Sprint Collocation Charge for the period from the
Effective Date through the end of the calendar month during which the Effective
Date occurs will be prorated on a daily basis, and will be included in the
calculation of and payable with the Sprint Collocation Charge for the first full
calendar month of the Term. If the date of the expiration of the Term as to any
Site is a day other than the last day of a calendar month, the applicable Sprint
Collocation Charge for such calendar month will be prorated on a daily basis. On
the Effective Date, the aggregate number of Sites for which the Sprint
Collocation Charge is payable on the Effective Date is 107.

     (d) If Sprint Collocator does not pay all or any portion of the Sprint
Collocation Charge (the "UNPAID Amount") or any Ongoing Revenue Sharing Payment
when due and


                                       35



payable, Sprint Collocator will pay Lessee a late charge equal to the product of
(i) the lesser of (A) the Prime Rate plus one and one-half percent (1.5%) or (B)
twelve percent (12%) per annum and (ii) the Unpaid Amount calculated for each
day from the date on which the outstanding Unpaid Amount was due until the date
of payment of such Unpaid Amount in full.

     (e) Notwithstanding that Rent and Pre-Lease Rent shall be prepaid in
accordance with Section 11(a), the Parties agree that, for Tax purposes only,
the Allocated Rent for each Site shall represent and be the amount of Rent or
Pre-Lease Rent, as applicable, for which Lessee becomes liable on account of the
use of each applicable Site for each calendar year, in whole or in part, of the
Term.

     (f) It is the intention of the Parties that the allocation of Rent or
Pre-Lease Rent to each Rent Payment Period as provided in Exhibit H constitutes
a specific allocation of fixed rent within the meaning of Treasury regulations
Section 1.467-1(c)(2)(ii)(A), with the effect that pursuant to Treasury
regulation Sections 1.467-1(d) and 1.467-2, Lessor and Lessee, on any federal
income tax returns filed by each of them (or on any Tax return on which their
income is included), shall accrue the amounts of rental income and rental
expense, respectively, set forth for each Rent Payment Period in Exhibit H under
the caption "Proportional Rent" (the "PROPORTIONAL RENT"). Because Lessee is
prepaying the Rent or Pre-Lease Rent in respect of each Site for the entire Term
pursuant to Section 11(a), there shall be considered to exist a loan from Lessee
to Lessor for purposes of Section 467 of the Code with respect to each Site
equal to the amount set forth in Exhibit H under the caption "Section 467 Loan"
(the "SECTION 467 LOAN"). Lessor shall deduct interest expense and Lessee shall
accrue interest income, in each case, in an amount equal to that set forth in
Exhibit H under the caption "Section 467 Interest" for the applicable Rent
Payment Period. In no event shall any principal or interest on any Section 467
Loan be separately payable as such (including upon any termination of this
Agreement with respect to a Site), it being agreed and understood that these
items represent characterizations for Tax purposes only, and in no event
whatsoever shall Lessee be entitled to a reduction of, or offset against, the
amounts of Rent and Pre-Lease Rent payable pursuant to Section 11(a).

     (g) Sprint Collocator shall pay, as additional collocation rent, to Lessee,
(i) within fifteen (15) Business Days after demand by Lessee (accompanied by
reasonable evidence that such amounts are due and payable to the applicable
Ground Lessors), an amount equal to one half (1/2) of (A) the lump sum amount
necessary to be paid to lessors under any applicable Ground Leases in order to
relieve Lessee of any obligation to pay Revenue Sharing Payments under such
Ground Leases during the entire Term as to the Site covered by any such Ground
Lease, and (B) any Ongoing Revenue Sharing Payment during the Term of this
Agreement; provided, however, that if at the time Lessee notifies Sprint
Collocator of the existence and amount of such any Ongoing Revenue Sharing
Payment, Lessee also notified Sprint Collocator of the duration of such Ongoing
Revenue Sharing Payment and the amount of and the dates on which such Ongoing
Revenue Sharing Payments are due and payable to the Ground Lessor, Lessor will
pay to the Ground Lessor or to Lessee for payment to the Ground Lessor (as
directed by Lessee) the amount of such Ongoing Revenue Sharing Payments so
payable on and before the date when they become due and payable for the duration
of such payment period as designated by Lessee. Upon request by Sprint
Collocator, Lessee will provide Lessor with such supporting documentation as
Sprint Collocator may reasonably require to evidence that any Revenue Sharing
Payments are due and payable to any Ground Lessor.


                                       36



     SECTION 12. CONDITION OF THE SITES AND OBLIGATIONS OF LESSEE.

     (a) Lessee acknowledges that, as between Lessor, Lessee and Sprint
Collocator, in respect of each Site, Lessee has the obligation, right and
responsibility to repair and maintain such Site except as otherwise provided in
this Agreement, including without limitation, an obligation to monitor each
Tower to maintain the structural integrity of the Tower and the ability of the
Tower to hold and support all Communications Equipment then mounted on the
Tower, in accordance with all applicable Laws and standard industry practices.
Unless any Lessee Indemnitee has received payment for a claim for
indemnification under Article 9 of the Agreement to Lease and Sublease related
to such condition, Lessee shall have no obligation to perform any repair of a
Site with respect to a condition existing prior to the date hereof. Subject to
the other provisions contained in this Agreement, Lessee, at its sole cost and
expense, will monitor, maintain and repair each Site such that Sprint Collocator
and Tower Subtenants may utilize such Site to the extent permitted in this
Agreement, including, without limitation, the markings on each Tower and the
structural integrity of each Tower. Installation, maintenance and repair of each
Site will comply in all material respects with all Laws and will be performed in
a manner consistent with standard industry practices and so as to minimize any
material disruption in Sprint Collocator's business conducted, and use and
operation of Sprint's Communications Equipment located, at such Site. Lessee
assumes all responsibilities, as to each Site, for any fines, levies, and/or
other penalties imposed as a result of non-compliance with such requirements of
the applicable Governmental Authorities commencing from and after the Effective
Date with such requirements of the applicable Governmental Authorities except
for non-compliance caused by Sprint Collocator or its Affiliates that is not
caused as a result of Lessee's failure to perform its obligations under this
Agreement. Sprint Collocator assumes all responsibilities, as to each Site, for
any fines, levies, and/or other penalties imposed as a result of Sprint
Collocator's or its Affiliates past, current or future non-compliance with such
requirements of the applicable Governmental Authorities. Subject to the terms of
any applicable Collocation Agreement in existence as of the Effective Date,
Lessee will use reasonable efforts to cause and (if a default would result under
any applicable Ground Lease for a failure to cause) shall cause Tower Subtenants
to maintain and repair all of its Communications Equipment on each Site in
accordance with the requirements of this Agreement; provided, however that
nothing herein will require Lessee to maintain any of Sprint's Communications
Equipment or any Communications Equipment of Tower Subtenants to the extent that
such Tower Subtenants are required to perform such maintenance. Without limiting
the foregoing, Lessee at its own cost and expense, will make (or cause to be
made) all Alterations to the Sites as may be required from time to time to meet
in all material respects the requirements of applicable Laws except for the
maintenance and repair work to be performed by Sprint Collocator in accordance
with clause (c) of this Section 12.

     (b) For each Site, Lessee, at its sole cost and expense, will provide
Lessor, as applicable, all necessary and appropriate information reasonably
requested by Lessor for Lessor to obtain (and Lessor will obtain within a
reasonable amount of time) all of the certificates, permits, and other approvals
which may be required in connection with FCC or FAA regulations. Lessee will
also provide Lessor all appropriate information reasonably requested by Lessor
pertaining to any easements or consents which are required from any third
parties with respect to the operation of such Site (to the extent different from
the easements and consents needed prior to the Effective Date), including with
respect to the lighting system serving such Site, and Lessor


                                       37



will cooperate with Lessee in connection with such actions, as contemplated by
Section 18 (without requirement that Lessee expend any sums to obtain any such
easement or consent). Notwithstanding anything herein to the contrary, Lessee
will have no obligation to provide any information necessary for Lessor or
Sprint Collocator to obtain any certificate, permit or other approval relating
to Sprint's Communications Equipment. If, as to any Site, any material
certificate, permit, license, easement, or approval relating to the operation of
such Site is canceled, expires, lapses, or is otherwise withdrawn or terminated
(unless the same is the result of the acts or omissions of Lessor, Sprint
Collocator or their respective Affiliates, agents or employees) or, if Lessee
has breached its obligation under this Section 12(b), then Sprint Collocator
will have the right, in addition to its other remedies pursuant to this
Agreement, at law, or in equity, to take appropriate action to remedy any such
noncompliance and demand reimbursement for any expenses incurred in connection
with such actions from Lessee. Notwithstanding anything to the contrary
contained herein, Lessee will have no obligation to obtain or restate (or
otherwise provide information for Lessor or Sprint Collocator to obtain or
restate) any certificates, permits or approvals that (i) relate exclusively to
Sprint's Communications Equipment or (ii) were rescinded due to a violation by
any of the same by Lessor or Sprint Collocator. Sprint Collocator will, at all
times, keep, operate and maintain Sprint's Communications Equipment at each Site
in a safe condition, in good repair and in accordance with applicable Laws.

     (c) The following provisions will apply with respect to the lighting
systems serving the Sites (but only if such lighting systems are required by
applicable Law (including approvals granted by any local zoning board) or
existing written agreements):

     For each Site, Lessee agrees to monitor the lighting system serving such
Site and will notify the appropriate FAA service office of any lighting failure
not existing on the Effective Date or at the time responsibility for such
notification is assumed by Lessee under the Transition Services Agreement of
even date herewith (the "TRANSITION SERVICES AGREEMENT") in accordance with the
requirements of applicable Law. In addition, Lessee agrees, as soon as
practicable, to begin a diligent effort to repair any failed lighting in
accordance with the requirements of applicable Law, and to notify Lessor and
Sprint Collocator upon successful completion of the repair. Notwithstanding
anything to the contrary contained in this Agreement, Lessee agrees to
indemnify, defend and hold each Sprint Indemnitee harmless from and against any
Claims arising out of or by reason of any failed lighting (unless such Claim is
the result of the action or failure to act of Lessor, Sprint Collocator or their
respective Affiliates, agents or employees). In addition to and not in
limitation of Sections 31(e) and (f), if Lessee defaults under this Section
12(c), Lessor or Sprint Collocator, in addition to their other remedies pursuant
to this Agreement, at law, or in equity, may elect to take appropriate action to
repair or replace lights and invoice Lessee. In addition, Lessor may subject to
arbitration of any dispute pursuant to the provisions of Section 31(h),
terminate this Agreement as to such Site (i) if Lessor or Lessee is at any time
fined by the FAA (pursuant to a final and non-appealable order) as a result of
the occurrence of such default or (ii) if Lessor has given Lessee notice of such
default under Section 31(e)(ii) and Lessee does not cure such default within the
applicable cure period set forth in Section 31(e)(ii), within sixty (60) days of
the occurrence of such event. The foregoing right may not be exercised by Lessor
if (a) such fine occurs during a period where Lessor or Sprint Collocator is
still providing light monitoring service to Lessee with respect to a Site and
such fine results in whole or in part from the failure of Lessee to receive
timely information with respect to the failure of a


                                       38



lighting system; (b) such fine occurs during a period where light monitoring
service is being transitioned to Lessee and Lessee takes prompt action to
address any non-compliance of which it is aware; (c) such fine or non-compliance
or underlying failure of the lighting system results from actions or omissions
of Sprint Collocator, its Affiliates or agents or (d) such fine or
non-compliance results from the occurrence a force majeure event.
Notwithstanding Lessor's agreement to provide such light monitoring service,
Lessee will perform, at Lessee's sole cost and expense, all repair and
maintenance associated with the lighting system at each Site. Without in any way
affecting Lessee's obligations relating to lighting; (i) during the Term, Sprint
Collocator will have the right, at its expense, to install and maintain
equipment for the purpose of monitoring (x) the lighting system serving the
Tower or the Improvements of each Site, and/or (y) any device of Lessee's used
to monitor the lighting system serving each Tower (provided that none of the
foregoing interferes with Lessee's monitoring of the lighting system at such
Site or any of Tower Subtenant's use of the Site or does not otherwise result in
any material increased costs to Lessee or any Tower Subtenant); and (ii) Lessee
will have the right, at its expense, to install and maintain equipment for the
purpose of monitoring any device of Sprint Collocator used to monitor the
lighting system servicing any Tower.

     (d) Without limiting Lessee's obligations under this Section 12 and the
other provisions of this Agreement, the Parties acknowledge that Sprint
Collocator (or its Affiliate) is licensed by the FCC to provide
telecommunications services and that the Sites are used to provide those
services. Nothing in this Agreement will be construed to transfer control of any
FCC authorization held by Sprint Collocator (or its Affiliate) to Lessee with
respect to telecommunications services provided by Sprint Collocator or its
Affiliates or to limit the right of Sprint Collocator (or its Affiliate) to take
all necessary actions to comply with its obligations as an FCC licensee or with
any other legal obligations to which it is or may become subject (subject to the
other terms of this Agreement with respect to actions Sprint Collocator or its
Affiliates may take with respect to a Site).

     SECTION 13. REQUIREMENTS FOR ALTERATIONS; TITLE TO ALTERATIONS; ADDITION OF
EQUIPMENT; WORK ON THE SITE.

     (a) All Alterations that are made to a Site (whether required or optional),
including, without limitation, Alterations made to the Sprint Collocation Space
of a Site to the extent required to be performed by Lessee, will comply with the
requirements of Section 3(f) of this Agreement. Title to each Alteration will
without further act or instrument be deemed to constitute a part of the Site and
be subject to this Agreement unless such Alteration is a Severable Alteration.

     (b) Whenever Lessee makes Alterations to any Site; constructs, replaces,
maintains or repairs the Tower and Improvements of any Site; installs,
maintains, replaces or repairs, or causes Tower Subtenants to install, maintain,
replace or repair, any Equipment; or reconstruct or restore the Leased Property
(the "LESSEE WORK"), the following provisions will apply:

          (i) No Lessee Work will be commenced until all certificates, licenses,
     permits, authorizations, consents and approvals necessary for the Lessee
     Work, from all Governmental Authorities having jurisdiction with respect to
     any Site or the Lessee Work as set out in Section 3(f) of this Agreement,
     have been obtained. Lessor will reasonably


                                       39



     cooperate with Lessee, at Lessee's sole cost and expense, as is reasonably
     necessary in connection with Lessee's obtaining all such certificates,
     licenses, permits, etc. required to be issued by any Governmental
     Authorities in connection with Lessee's Work.

          (ii) Lessee will commence and perform the Lessee Work in accordance
     with then-current industry-standard practices and procedures ("STANDARD
     PROCEDURES").

          (iii) Lessee will cause the Lessee Work to be done and completed in a
     good, substantial and workmanlike manner and in compliance in all material
     respects with all Laws. Lessee will be solely responsible for construction
     means, methods, techniques, sequences and procedures, and for coordinating
     all activities related to the Lessee Work, and neither Lessor nor Sprint
     Collocator will have any duty or obligation to inspect the Lessee Work, but
     will have the right to do so, at reasonable times, upon reasonable prior
     notice and in a reasonable manner.

          (iv) Lessee will promptly commence the Lessee Work and, once
     commenced, diligently and continually pursue the Lessee Work and complete
     the Lessee Work within a reasonable time. Lessee will assign such qualified
     personnel to the Lessee Work as may be necessary to cause the Lessee Work
     to be completed in an expeditious fashion.

          (v) All Lessee Work will be performed at Lessee's sole cost and
     expense. Lessee will provide and pay for all labor, materials, goods,
     supplies, equipment, appliances, tools, construction equipment and
     machinery and other facilities and services necessary for the proper
     execution and completion of the Lessee Work. Lessee will promptly pay when
     due all costs and expenses incurred in connection with the Lessee Work.
     Lessee will pay, or cause to be paid, all fees and Taxes required by Law in
     connection with the Lessee Work.

          (vi) Lessee will be responsible for initiating and maintaining all
     necessary safety precautions and programs in connection with the Lessee
     Work, and will take necessary protections in accordance with Standard
     Procedures to prevent damage, injury or loss to, the Lessee Work, all
     persons performing Lessee Work on the Site, all other persons who may be
     involved in or affected by the Lessee Work, and all materials and equipment
     to be incorporated in the Lessee Work, Tower and Improvements of such Site.

          (vii) Lessee will procure and maintain in full force and effect, and
     will cause its contractors and subcontractors to procure and maintain in
     full force and effect, with respect to the Lessee Work: (x) in the case of
     Lessee only but subject to Section 24, full replacement cost "ALL-RISK",
     "BUILDER'S RISK" insurance, insuring the Lessee Work; and (y) the other
     types of insurance required to be maintained pursuant to Section 24 of this
     Agreement. Such additional insurance policies will meet the requirements
     set forth elsewhere in this Agreement with respect to the insurance
     policies otherwise required to be obtained and maintained by Lessee under
     this Agreement.

     SECTION 14. DAMAGE TO THE SITE, TOWER OR THE IMPROVEMENTS.


                                       40



     (a) If there occurs a casualty which damages or destroys all or a
Substantial Portion of any Site, then within thirty (30) days after the date of
the casualty, Lessee shall notify Lessor in writing as to whether the Site is a
Non-Restorable Site (it being understood Lessee may waive any condition in the
definition of Non-Restorable Site, if it believes in good faith that Restoration
may be commenced (and a building permit issued) within one year), which notice
will specify in detail the reasons for such determination by Lessee, and if such
Site is not a Non-Restorable Site the estimated time, in Lessee's reasonable
judgment, for Restoration of the Site (a "CASUALTY NOTICE"). If Lessee fails to
give Casualty Notice to Lessor within such thirty (30) day period, the affected
Site shall be deemed not to be a Non-Restorable Site. If Lessor or the
applicable Sprint Additional Party disagrees with any determination of Lessee in
the Casualty Notice that the Site is a Non-Restorable Site, Lessor or the
applicable Sprint Additional Party (as applicable) may institute arbitration
proceedings to determine any such matter in the manner described in Section
31(h). If such Site is a Non-Restorable Site, then (i) either Lessee or Sprint
Collocator shall have the right to terminate Sprint Collocator's leaseback or
other use and occupancy of the Sprint Collocation Space at such Site, upon
written notice to Sprint Collocator and such leaseback or other use and
occupancy at such Site shall terminate as of the date of such Notice and (ii)
Lessor or the applicable Sprint Additional Party, as applicable, will have the
right to terminate this Agreement as to such Site by written notice to Lessee
within thirty (30) days after receipt of such written notice from Lessee,
whereupon the Term as to such Site will automatically expire as of the date of
such notice of termination and, if such right is exercised, Sprint Collocator's
leaseback or other use and occupancy of the Sprint Collocation Space shall be
terminated by written notice to Lessee within thirty (30) days after receipt of
such written notice from Lessee, whereupon Sprint Collocator's rights and
obligations as to the leaseback or other use and occupancy of Sprint Collocation
Space at such Site will automatically expire as of the date of such notice of
termination. In all instances Lessee shall have the sole right to retain all
insurance Proceeds related to a Non-Restorable Site and any other Site.

     (b) If there occurs, as to any Site, a casualty which damages or destroys
(i) all or a Substantial Portion of such Site and the Site is not a
Non-Restorable Site, or (ii) less than a Substantial Portion of any Site,
Lessee, at its sole cost and expense, will promptly and diligently commence with
the adjustment of Lessee's insurance Claims with respect to such event within a
period of thirty (30) days after the date of the damage and, thereafter,
promptly commence, and diligently prosecute to completion, the Restoration of
the same. The Restoration will be carried on and completed in accordance with
the provisions and conditions of this Section 14.

     (c) If Lessee is required to restore any Site in accordance with Section
14(b), all Proceeds of Lessee's insurance will be held by Lessee or the Lessee
Lender and applied to the payment of the costs of the Restoration and will be
paid out from time to time as the Restoration progresses. Any portion of the
Proceeds of Lessee's insurance applicable to a particular Site remaining after
final payment has been made for work performed on such Site will be retained by
and be the property of Lessee. If the cost of Restoration exceeds the Proceeds
of Lessee's insurance, Lessee will pay the excess cost.

     (d) Without limiting Lessee's obligations under this Agreement in respect
of a Site subject to a casualty, if Lessee is required to cause the Restoration
of a Site that has suffered a casualty, Lessee will make available to Sprint
Collocator a portion of the Leased Property of such Site for the purpose of
Sprint Collocator's locating, at its sole cost and expense, a temporary


                                       41



communications facility, and will give Sprint Collocator priority over Tower
Subtenants at such Site as to the use of such portion; provided, however, that
(i) the placement of such temporary communications facility will not interfere
in any material respect with Lessee's Restoration or the continued operations of
any Tower Subtenant; (ii) Sprint Collocator will obtain any permits and
approvals, at Sprint Collocator's cost, required for the location of such
temporary communications facility on such Site; and (iii) there must be
Available Space on the Site for locating such temporary communications facility.

     (e) If Lessee fails at any time to diligently pursue the substantial
completion of the Restoration of the Site required under this Agreement (subject
to delay for force majeure events other than inability to obtain Governmental
Approvals), Sprint Collocator may, in addition to any other available remedy,
terminate this Agreement as to Sprint Collocator's leaseback or other use and
occupancy of the Sprint Collocation Space at the applicable Site upon giving
Lessee written notice of its election to terminate at any time prior to
completion of the Restoration.

     (f) From and after any casualty as to any Site described in this Section 14
and during the period of Restoration at a Site, the Sprint Collocation Charge
with respect to such Site will abate until completion of the Restoration.

     (g) The Parties acknowledge and agree that this Section 14 is in lieu of
and supersedes any statutory requirements under the laws of any State applicable
to the matters set forth in this Section 14.

     SECTION 15. TOWER SUBTENANTS; INTERFERENCE.

     (a) Lessee acknowledges and agrees that Lessee will not permit the addition
of any Tower Subtenants at any Site if such addition would materially and
adversely affect the operation of Sprint's Communications Equipment installed
prior to such Tower Subtenant's addition and Sprint Collocator's operation, use
or enjoyment of any Sprint Collocation Space on such Site, taking into account
customary and commercially reasonable practices for multi-tenant wireless
communication sites and towers.

     (b) Lessee will not and will not permit any Tower Subtenant at any Site to
(i) install or change, alter or improve the frequency, power, or type of the
Communications Equipment that materially and adversely interferes with the
operation of Sprint's Communications Equipment in existence on such Site as of
the date of such installation, change, alteration or improvement or is not
authorized by, or violates, any applicable Laws or is not made or installed in
accordance with good engineering practices (and Lessee will require any Tower
Subtenant who subleases, licenses, or uses any portion of a Site to covenant to
comply with the foregoing); or (ii) implement a configuration which materially
and adversely interferes with the operation of Sprint's Communications Equipment
on such Site in existence as of the date of such implementation.

     (c) If any Tower Subtenant installs or operates any Communications
Equipment which is in violation of, any Laws, Lessee will cause such Tower
Subtenant to shut down such Communications Equipment as promptly as practicable
(but in any event within fifteen (15) days


                                       42



after having actual knowledge thereof), failing which Lessee will shut down such
Communications Equipment.

     (d) If any interference at any Site (at levels above commercially
acceptable levels of interference at multi-tenant wireless communication sites)
occurs as a result of actions of Lessee or Tower Subtenants described in Section
15(b) above as to any Site, Lessee will be responsible for coordinating and
resolving any such interference problems caused by Lessee or Tower Subtenants at
such Site, including, without limitation, using its commercially reasonable
efforts to correct and eliminate the interference within two (2) Business Days
of receipt of notification from Sprint Collocator and perform an interference
study in accordance with then-current industry-standard procedures. If the
interference cannot be corrected or eliminated within such two (2) Business Days
period, Lessee will cause, at Lessee's option, any of Lessee's or Tower
Subtenants' Communications Equipment or Communications Facility that interferes
with the operation of Sprint's Communications Facility's authorized frequency
spectrum or signal strength, to be immediately powered down or turned off, with
the right to turn such interfering Communications Equipment or facility back up
or on only during off-peak hours in order to determine whether such interference
continues or has been eliminated; provided, that if any interference continues
at the time the power output of the interfering Communications Equipment is
powered down, the Communications Equipment that interferes with the operation of
Sprint's Communication Facility or the Sprint Collocation Space will be turned
off. If Lessee or any Tower Subtenant cannot reasonably correct or eliminate
such interference within thirty (30) days of receipt of written notice from
Sprint Collocator, Lessee will or will cause such Tower Subtenant to cease the
operations of the applicable Communications Equipment and to stop providing
services from the applicable Communications Facility or the Leased Property at
the applicable Site in its entirety until the interference problems are
resolved.

     (e) Notwithstanding the foregoing provisions of this Section 15, (i) the
obligations of Lessee hereunder as to any Site are subject to the rights of any
Tower Subtenant under any Collocation Agreement in existence as of the Effective
Date at such Site, and to the extent that the provisions of any such Collocation
Agreement prohibits Lessee from performing the obligations of Lessee hereunder,
Lessee will be required to perform such obligations only to the extent permitted
under such Collocation Agreement and shall have no liability with respect
thereto to Sprint Collocator and (ii) Lessee shall have no obligation to enforce
any rights under a Collocation Agreement against an Affiliate of Sprint.

     (f) Sprint Collocator will not, as to any Site, (i) install or change,
alter or improve the frequency, power, or type of Sprint's Communications
Equipment that materially and adversely interferes with the operation of any
Tower Subtenant's Communications Equipment in existence on such Site as of the
date of such installation, change, alteration or improvement or is not
authorized by, or violates, any applicable Laws or is not made or installed in
accordance with good engineering practices or otherwise violates the terms of
any Collocation Agreement existing on the Effective Date; or (ii) implement a
configuration which materially and adversely interferes with the operation of
any Tower Subtenant's Communications Equipment on such Site in existence as of
the date of such implementation.

     (g) If Sprint Collocator installs or operates any Communications Equipment
which is not authorized by, or is in violation of, any Laws, Sprint Collocator
will remove such


                                       43



Communications Equipment as promptly as practicable (but in any event within
fifteen (15) days after having actual knowledge thereof).

     (h) If any interference (at levels above commercially acceptable levels of
interference at multi-tenant wireless communication sites) occurs as a result of
actions of Sprint Collocator described in Section 15(f) above as to Sprint's
Communications Equipment at any Site, Sprint Collocator will be responsible for
coordinating and resolving any such interference problems caused by Sprint
Collocator, including, without limitation, using its commercially reasonable
efforts to correct and eliminate the interference within two (2) Business Days
of receipt of notification from Lessee and perform an interference study in
accordance with then-current industry-standard procedures. If the interference
cannot be corrected or eliminated within such two (2) Business Day period,
Sprint Collocator will cause any of Sprint's Communications Equipment that
interferes with the operation of any Tower Subtenant's Communications Facility's
authorized frequency spectrum or signal strength, to be immediately powered down
or turned off, with the right to turn such interfering Communications Equipment
or facility back up or on only during off-peak hours specified by Lessee in
order to determine whether such interference continues or has been eliminated;
provided, that if any interference continues at the time the power output of the
interfering Communications Equipment is powered down, the Communications
Equipment that interferes with the operation of the applicable Tower Subtenant's
Communication Facility will be turned off. If Sprint Collocator cannot correct
or eliminate such interference within thirty (30) days of receipt of written
notice from Lessee, Sprint Collocator will cease the operations of the
applicable Communications Equipment and to stop providing services from the
Sprint's Communications Facility or the Sprint Collocation Space of the
applicable Site in its entirety until the interference problems are resolved.

     SECTION 16. TAXES.

     (a) Subject to Sections 16(b) and (c) and 39(b), and except as provided
below, Lessee will be responsible for all Taxes upon or with respect to (A) any
of the Leased Property, any portion of such Leased Property, or any interest
therein, (B) the acquisition, purchase, sale, financing, leasing, subleasing,
ownership, maintenance, repair, redelivery, alteration, insuring, control, use,
operation, delivery, possession, repossession, location, storage, refinancing,
refund, transfer of title, registration, reregistration, transfer of
registration, return, or other disposition of any of the Leased Property or any
portion of such Leased Property, or interest in such Leased Property, (C) the
rental payments, receipts, or earnings arising from the Leased Property, any
portion of such Leased Property, or any interest in such Leased Property, or
payable pursuant to this Agreement, or any other payment or right to receive
payment pursuant to any related document, or (D) any Alteration, removal,
substitution, maintenance, or repair of any of the Leased Property. Subject to
Sections 16(b) and (c) and 39(b), and except as provided below, Lessee will be
responsible for all Taxes upon or with respect to each Site applicable to all
periods occurring after the Effective Date and during the Term as to such Site.
Lessee will receive any refunds for Taxes paid by Lessee pursuant to this
Agreement. Notwithstanding the foregoing, Lessee will not be required to pay any
Taxes payable with respect to a Leased Site or Other Interest Site, if the
applicable Ground Lease provides that the Ground Lessor is responsible for such
Taxes without pass-through to the applicable ground lessee and the Ground Lessor
actually pays any such Taxes. If the Ground Lessor does not pay any such Taxes
and


                                       44



either Party becomes aware of it, the Parties will, at Lessee's expense,
cooperate and use commercially reasonable efforts to cause the Ground Lessor to
pay such Taxes.

     (b) In the taxable periods occurring during the Term as to any Site, any
Taxes (determined without regard to the Term) for which Lessee is responsible
under this Section 16 and that are calculated or assessed on the basis of a time
period any portion of which is not included within the Term as to such Site
(e.g., Property Taxes assessed annually) will be prorated proportionately
between the applicable Sprint Group Member and Lessee based on the number of
days in each such period during the time period of assessment that is included
within the Term as to such Site. Lessee's obligations for Taxes under this
Section 16 will be limited to that proportionate amount of such Taxes
attributable to the period during which this Agreement is in effect with respect
to such Site; provided, that any Taxes resulting from special assessments or
appraisals of any Site occurring during the period during which this Agreement
is in effect will be the sole responsibility of Lessee. Any other Taxes that are
not calculated or assessed on the basis of a time period, but for which Lessee
is responsible under Sections 16 or 39(b), will be prorated using a fair and
equitable proration method that considers, among other things, the basis upon
which such Taxes are assessed.

     (c) Notwithstanding anything to the contrary in this Section 16 or in
Section 39, the Parties agree as follows with respect to Property Taxes: (i)
Lessor or the applicable Sprint Group Member will prepare all returns with
respect to Property Taxes in the ordinary course and with the same degree of
diligence that it exercises with respect to similar tax compliance matters; (ii)
Lessor or the applicable Sprint Group Member will pay all Property Taxes on a
timely basis to the appropriate Governmental Authority and Lessee shall have no
responsibility for Property Taxes other than with respect to the Lessee Property
Tax Charge and Landlord Reimbursement Taxes, (iii) for each calendar year, or
portion thereof, that is included in the Term as to each Site, Lessee will pay
to Lessor the Lessee Property Tax Charge on or before July 1 of the respective
calendar year; provided that if the Effective Date is after July 1, the payment
for the first calendar year (or portion thereof) shall be made on the Effective
Date; provided further that if the Term ends prior to July 1, the payment for
the final year shall be made on the last day of the Term; and (iv) by June 15 of
each calendar year, Lessor will provide Lessee with an officer's certificate in
the form of Exhibit D. Lessor, Lessee and the applicable Sprint Group Member
will cooperate with each other, and make available to each other such
information as will reasonably be necessary, in connection with the preparation
of tax returns for Property Taxes and any audit or judicial or administrative
proceeding relating to the same. To the extent a Sprint Group Member, other than
Lessor or Sprint Collocator, has an obligation under this Section 16, Sprint
Collocator shall cause such Sprint Group Member to perform such obligation.
Lessee will be responsible for all Landlord Reimbursement Taxes for which the
applicable Ground Lessor seeks reimbursement under the provisions of the Ground
Lease after the Effective Date and during the Term with respect to each Site;
provided, however, the Parties will prorate such amounts relating to tax periods
that include the Effective Date or the Site Expiration Date in a manner
consistent with the provisions of Section 16(b) and the paying Party will be
entitled to reimbursement from the non-paying Party for the non-paying Party's
portion of the Landlord Reimbursement Taxes paid, and provided further that,
with respect to the twelve month period beginning on the Effective Date, Lessor
will reimburse Lessee for the amount of the aggregate Landlord Reimbursement
Taxes paid by Lessee (prorated for such twelve month period with the actual
amount of Landlord Reimbursement Taxes during 2005 and 2006 straightlined) that


                                       45



exceed the product of $200 multiplied by the number of Sites. To the extent
either Party is entitled to reimbursement from the other Party for the payment
of prorated Landlord Reimbursement Taxes, such reimbursement shall be due within
fifteen (15) days of the presentation of a statement reflecting amounts due and
appropriate other documentation supporting the calculation and payment of such
amounts to the applicable Ground Lessor. In the event of (1) the non-payment of
Taxes when due (unless such Taxes are being contested in good faith and there is
no material risk of forfeiture of any Site as a result of such non-payment of
Taxes) by Lessor or any of its Affiliates, which could result in a material risk
of forfeiture of a Site (in which case, Lessor will promptly notify Lessee when
Lessor becomes aware of such event) or (2) the failure by Lessor to deliver the
certificate required to be delivered under clause (iv) of the first sentence of
Section 16(c) with respect to any Site by July 15 of the calendar year, Lessee
may notify Lessor in writing of the non-payment of Taxes and request that Lessor
or its Affiliates take action within 90 days to pay such Taxes and remove any
Liens ("90 DAY LESSEE NOTICE"). Within 90 days after receipt of the 90 Day
Lessee Notice, Lessor will provide evidence to Lessee to support that Lessor or
its Affiliates have paid such Taxes and started the process of removing any Lien
or have contested such Taxes in good faith with the appropriate Governmental
Authority and are diligently prosecuting such contest, and there is no material
risk of forfeiture of the Site. In the case of a contest, Lessor will provide
periodic updates to Lessee at least every 30 days thereafter until Lessor
provides evidence that such Lien has been removed. In the event that Lessor or
its Affiliates have elected to contest a Tax on a Site in accordance with the
provisions of this Section, Lessor agrees that it or its Affiliates will pay all
Taxes and take all actions necessary to remove any Lien within the time provided
by the appropriate Governmental Authority after a final determination. If, on
the ninety-first day after receipt of the 90 Day Lessee Notice, the Lessor or
its Affiliates have not (x) paid such Taxes and otherwise started the process of
removing any Lien or (y) taken action to contest such Taxes and continuously
prosecuted such contest, and there is no material risk of the forfeiture of the
Site, the Lessee may (but shall be under no obligation to) pay the Tax and cure
any Lien by taking any reasonable action necessary. Lessor will reimburse Lessee
for all costs incurred in paying such Taxes within 15 days of the presentation
to Lessor by Lessee of written documentation evidencing the payment of such
Taxes and the removal of any Lien for which Lessee is requesting reimbursement.
If, at any time after delivery of the 90 Day Lessee Notice, a material risk of
forfeiture of the Site arises, Lessor shall give prompt notice to Lessee and
(whether or not Lessor has provided such notice) Lessee shall have the right to
purchase the individual Site that is the subject of the proceeding for a
purchase price of $100 by giving Lessor written notice of its exercise of such
purchase option (provided that in the case of a 90 Day Lessee Notice described
in clause (1) above, such purchase option shall not be exercisable (j) until 10
days after the earlier of the Lessee delivery of the 90 Day Lessee Notice and
Lessor having actual knowledge of the event giving rise to such 90 Day Lessee
Notice, and (k) unless the material risk of forfeiture is continuing), and such
option shall be exercised pursuant to the provisions of Section 36, mutatis
mutandis, except that the Option Purchase Price shall be $100 and shall apply
only with respect to the individual Site.

     (d) Except as provided in Section 36(e), any excise, sales, use, value
added, registration, stamp, recording, documentary, conveyancing, transfer,
gains and similar Taxes ("TRANSFER TAXES") incurred in connection with the
transactions contemplated by this Agreement or the Collateral Agreements will be
borne by Lessee. Lessee will provide Lessor with a certificate substantially in
the form of Exhibit E. The Parties will cooperate in providing each


                                       46



other with any additional exemption certifications and other similar
documentation as appropriate. The Party that is required by applicable Law to
file the tax returns with respect to any applicable Transfer Taxes will do so at
its own expense, and the other Parties will cooperate with respect thereto as
necessary.

     SECTION 17. UTILITIES.

     Except as set forth to the contrary below in this Section 17, Lessor will
have no obligation to make arrangements for or to pay any charges for connection
or use of utilities and similar services to any Site, including but not limited
to, electricity, telephone, power, and other utilities. As among Sprint
Collocator and all new Tower Subtenants, Lessee will cause utility charges to be
separately metered. Sprint Collocator will pay to the applicable utility service
provider the charges for all separately metered utility services used by Sprint
Collocator at each Site in the operation of Sprint's Communications Facility at
such Site. Notwithstanding the foregoing provisions of this Section 17, if the
applicable utility service provider will not render a separate bill for Sprint
Collocator's usage, Sprint Collocator will reimburse Lessee monthly for Sprint
Collocator's actual metered usage at the rate charged to Lessee by the
applicable utility service provider, or if Lessee is prohibited from installing
a separate meter to measure Sprint Collocator's usage, Sprint Collocator may use
Lessee's utility sources to provide utility service to the Communications
Facility, and Sprint Collocator will reimburse Lessee monthly for Sprint
Collocator's actual usage at the rate charged to Lessee by the applicable
service provider (and Lessee and Sprint Collocator agree to cooperate in
determining a method by which to measure or estimate Sprint Collocator's usage
if the usage is not capable of actual measurement). Notwithstanding anything to
the contrary contained herein, Lessee shall have no obligation to provide,
maintain or pay for utility services related to Sprint's Communication
Equipment. Sprint Collocator shall pay for all utility services utilized by
Sprint Collocator and its Affiliates in its operations at each Site prior to
delinquency. For all Sites where Sprint Collocator leases Sprint Collocation
Space, certain Affiliates of Sprint and Lessee have agreed to an arrangement in
a separate agreement for the segregation and transfer of responsibility for
electrical service serving the lighting system serving each Site from Sprint
Collocator to Lessee. In connection with such arrangement, Sprint Collocator
agrees to pay the utility costs for such electrical power as follows. If not
prohibited by applicable Laws, Sprint Collocator shall allow Lessee to access
Sprint Collocator's (or other Person occupying the Sprint Collocation Space's)
power sources at all Sites with lighting systems in order to install lighting
monitoring equipment and maintain Tower lighting as required under this
Agreement and the Transition Services Agreement. Accessing such power sources
shall be at Lessee's sole cost and expense. The cost of all power provided to
Lessee shall be at no cost or expense to Lessee. During each of the first four
(4) years of the Term of this Agreement, Lessee shall obtain its own power
source for its lighting and lighting monitoring equipment and transition from
using power of Sprint Collocator (or other Persons occupying the Sprint
Collocation Space) for the Sites and the sites leased or preleased under each
Additional Master Lease and Sublease (collectively, with the Sites, the
"AGGREGATE LIGHTING SITES") requiring lighting monitoring equipment
(approximately 1,137 Sites) as of the Effective Date at a rate of twenty-five
percent (25%) of such Aggregate Lighting Sites by the end of each of the first
four (4) years of the Term of this Agreement, all as to be more fully described
in the Transition Services Agreement. Notwithstanding anything to the contrary
contained herein, Lessee is not required to obtain its own power source for
lighting and


                                       47



monitoring equipment if lighting at a Site is not required under applicable Law
(including approvals granted by any local zoning board) or other existing
written agreement.

     SECTION 18. GOVERNMENTAL PERMITS.

     (a) In addition to and not in limitation of the provisions of Section 12(a)
of this Agreement, Lessee will, at its own cost and expense, provide to Lessor
and Sprint Collocator or its Affiliates all necessary and appropriate
information reasonably requested by Lessor or Sprint Collocator or its
Affiliates to obtain and maintain in effect all certificates, permits, licenses
and other approvals relating to FAA or FCC regulations and Lessee will, at its
own cost and expense, obtain and maintain in effect all certificates, permits,
licenses and other approvals (other than those relating to FCC and FAA
regulations) and comply with all Laws, required or imposed by Governmental
Authorities (other than those relating to FCC or FAA regulations), in connection
with the operation and maintenance of the Leased Property at each Site
(including the Tower on such Site). As part of Lessee's obligation to provide
information, Lessee will provide Lessor and Sprint Collocator or its Affiliates
access to data reasonably necessary to monitor the lighting systems at each Site
to the extent in Lessee's possession (to the extent Sprint Collocator is not
already independently monitoring the same and to the extent such lighting
systems are required by applicable Law (including approvals granted by any local
zoning board) or existing written agreements).

     (b) Lessee will reasonably cooperate with Sprint Collocator or its
Affiliates in their efforts to obtain and maintain in effect any certificates,
permits, licenses and other approvals and to comply with any Laws required or
imposed on Sprint Collocator by Governmental Authorities applicable to the
Sprint Collocation Space of each Site.

     (c) Sprint Collocator will, at its own cost and expense, obtain and
maintain or cause to be maintained in effect all material certificates, permits,
licenses and other approvals and comply with all Laws required or imposed by
Governmental Authorities in connection with the operation and maintenance of the
Sprint Collocation Space of each Site, including, without limitation, FCC
regulations. The cost of obtaining and maintaining such FCC or FAA permits or
approvals will be reimbursed to Lessor in accordance with Section 18(f).

     (d) Lessor and Sprint Collocator will reasonably cooperate with Lessee in
Lessee's efforts to provide required information and to comply with all Laws
required or imposed by Governmental Authorities applicable to each Site.

     (e) Lessor and Sprint Collocator will be afforded access, at reasonable
times and upon reasonable prior notice, to all of Lessee's records, books,
correspondence, instructions, blueprints, permit files, memorandum and similar
data relating to the compliance of the Towers with all applicable Laws or if
Lessor or Sprint Collocator otherwise provides reasonable justification
therefore, except privileged documents or where disclosure is prohibited by Law.
Lessee will also provide Lessor or Sprint Collocator with an electronic
interface or other real time access to Lessee's Tower administration database
which will enable access to detailed information concerning collocations. Any
information described in this Section 18(e) will be open for inspection upon
reasonable notice by Lessor or Sprint Collocator, at its cost, and its


                                       48



authorized representatives at reasonable hours at Lessee's principal office and
will be retained by Lessee for period of three (3) years after the expiration of
this Agreement.

     (f) The cost of Lessor's or Sprint Collocator's or its Affiliates obtaining
and maintaining all FCC and FAA permits and approvals relating to the operation
and maintenance of the Leased Property of each Site (excluding the Sprint
Collocation Space) and Lessee Work, in each case, after the Effective Date, will
be borne by Lessee in accordance with Sections 13(b)(i) and 18(c) (the
"REIMBURSABLE COSTS"). Lessor will provide Lessee with an invoice for
Reimbursable Costs on a monthly basis, which amount will be paid by Lessee to
Lessor or Sprint Collocator, as applicable, within twenty (20) Business Days of
Lessee's receipt of such invoice.

     SECTION 19. NO LIENS.

     (a) Lessee will not create or permit any Lien (other than Lessee Permitted
Liens) against any Site, or any part of any Site. If any such Lien created or
permitted by Lessee (other than Lessee Permitted Liens) is filed against all or
any part of any Site, Lessee will be required to cause the same to be discharged
by payment, satisfaction or posting of bond within thirty (30) days only (i)
after Lessee has obtained knowledge of such Lien and (ii) Lessee has elected not
to contest such Lien in accordance with Section 19(b) hereof. If Lessee fails,
after notice and opportunity to cure, to cause any Lien not being contested as
provided in Section 19(b) (other than Lessee Permitted Liens) to be discharged
within the permitted time, Lessor may cause it to be discharged and may pay the
amount of such Lien in order to do so. If Lessor makes any such payment, all
amounts paid by Lessor will be payable by Lessee to Lessor within ten (10) days
of demand.

     (b) To the extent not prohibited under any applicable Ground Lease, Lessee
may, at Lessee's sole cost and expense, in its own name and on its own behalf or
in the name of and on behalf of Lessor, in good faith, contest any claim of Lien
and, in the event of any such contest, may permit such claim of Lien so
contested to remain unpaid, unsatisfied and undischarged during the period of
such contest and any appeal from such contest; provided, that, if any portion of
any Site is subject to imminent danger of loss or forfeiture by virtue of or by
reason of such claim of Lien, such claim of Lien will be complied with as
promptly as practicable, but in any event prior to any loss or forfeiture.
Lessor, at the sole cost and expense of Lessee, will use commercially reasonable
efforts to cooperate fully with Lessee in any such contest.

     (c) Any Secured Lessee Loan (including any Mortgage execute in connection
therewith) will be subject to each and every term, covenant, condition,
agreement, requirement, restriction and provision set forth in this Agreement
and subject to all rights of Lessor hereunder.

     (d) Lessor will execute any necessary easement or right of way for
utilities for any Owned Site promptly following any request by Lessee, provided
such easement or right of way does not have an adverse effect on Sprint
Collocator's use or enjoyment of the Sprint Collocation Space of such Site or on
the ownership by Lessor of the Tower on such Site, including without limitation,
the operation of Sprint's Communications Equipment on such Site.

     (e) Sprint Collocator will not create or permit (or allow any of its
Affiliates to create or permit) any Lien arising by, through or under Sprint
Collocator or its Affiliates (other than


                                       49



Permitted Encumbrances) against Site, or any part of any Site. If any such Lien
(other than Permitted Encumbrances) is filed against all or any part of any Site
as a result of the acts or omissions of Sprint Collocator or any of its
Affiliates, Sprint Collocator will cause the same to be discharged by payment,
satisfaction or posting of bond within thirty (30) days after obtaining actual
knowledge such Lien. If Sprint Collocator fails to cause any such Lien (other
than Permitted Encumbrances) to be discharged within such thirty (30) day
period, Lessee may, after ten (10) days prior written notice to Sprint
Collocator, cause such Lien to be discharged and may pay the amount of such Lien
in order to do so. If Lessee makes any such payment, all amounts paid by Lessee
will be payable by Sprint Collocator to Lessee upon demand.

     SECTION 20. CONDEMNATION.

     (a) If there occurs a Taking of all or a Substantial Portion of any Site,
other than a Taking for temporary use, then (i) Lessee will have the right to
terminate this Agreement as to such Site by written notice to Lessor and Sprint
Collocator within thirty (30) days of the occurrence of such Taking whereupon
the Term will automatically expire as to such Site, on the Date of Taking, as if
such date were the Site Expiration Date as to such Site and each Party shall be
entitled to prosecute, claim and retain the entire Award attributable to its
respective interest in such Site under this Agreement and (ii) Sprint Collocator
will have the right to terminate this Agreement as to Sprint Collocator's
leaseback or other use and occupancy of the Sprint Collocation Space by written
notice to Lessee within thirty (30) days of the occurrence of such Taking,
whereupon ) Sprint Collocator's rights and obligations as to the leaseback or
other use and occupancy of the Sprint Collocation Space at such Site will
automatically expire as of the Date of Taking.

     (b) If there occurs a Taking of less than a Substantial Portion of any
Site, then this Agreement and all duties and obligations of Lessee under this
Agreement in respect of such Site will remain unmodified, unaffected and in full
force and effect. Lessee will promptly proceed with the Restoration of the
remaining portion of such Site (to the extent commercially feasible) to a
condition substantially equivalent to its condition prior to the Taking. Lessee
will be entitled to apply the Award received by Lessee to the Restoration of any
Site from time to time as such work progresses; provided, that Sprint Collocator
will be entitled to prosecute and claim an amount of any Award reflecting its
interest under this Agreement. If the cost of the Restoration exceeds the Award
recovered by Lessee, Lessee will pay the excess cost. If the Award exceeds the
cost of the Restoration, the excess will be paid to Lessee.

     (c) If there occurs a Taking of any portion of any Site for temporary use,
then this Agreement will remain in full force and effect as to such Site for the
remainder of the Term as to such Site; provided that, notwithstanding anything
to the contrary contained in this Agreement, during such time as Lessee will be
out of possession of such Site, if a Master Lease Site, or unable to operate
such Site, if a Pre-Lease Site, by reason of such Taking, the failure to keep,
observe, perform, satisfy and comply with those terms and conditions of this
Agreement compliance with which are effectively impractical or impossible as a
result of Lessee's being out of possession or unable to operate (as applicable)
such Site will not be an event of default under this Agreement. The Award for
any such temporary Taking payable for any period prior to the Site Expiration
Date will be paid to Lessee and, for any period thereafter, to Lessor.


                                       50



     (d) If there occurs a Taking of any Sprint Collocation Space of any Site or
any portion of such Sprint Collocation Space, for temporary use, then this
Agreement will remain in full force and effect as to such Site for the remainder
of the then-current Term; provided that, notwithstanding anything to the
contrary contained in this Agreement, during such time as Sprint Collocator will
be out of possession of such Sprint Collocation Space by reason of such Taking,
the failure by Sprint Collocator to keep, observe, perform, satisfy, and comply
with these terms and conditions of this Agreement compliance with which are
effectively impractical or impossible as a result of Sprint Collocator's being
out of possession of such Sprint Collocation Space will not be an event of
default under this Agreement, and, in addition, Sprint Collocator will not be
liable for payment of the Sprint Collocation Charge during the period of the
temporary Taking.

     SECTION 21. WAIVER OF SUBROGATION; INDEMNITY.

     (a) Except as provided in this Agreement, to the extent permitted by
applicable Law, Lessor, Lessee and Sprint Collocator hereby waive any and all
rights of recovery, claim, action or cause of action against each other, their
respective agents, officers and employees, for any loss or damage that may occur
to any Site or their respective property at any Site, by reason of fire, the
elements, or any other cause insured against, or required to be insured against,
under the terms of policies of property insurance maintained, or required to be
maintained, for such Site, by Lessor, Lessee or Sprint Collocator (as the case
may be) under the terms of this Agreement, regardless of cause or origin. In
addition, Lessor, Lessee and Sprint Collocator will cause each such property
insurance policy carried by them insuring the their respective property at each
Site to provide that the insurer waives all rights of recovery by way of
subrogation against any other Party hereto in connection with any loss or damage
covered by the policy.

     (b) Subject to the provisions of Section 21(a) above, Lessee agrees to
indemnify and to hold each Sprint Indemnitee harmless from any and all Claims
suffered or incurred by such Sprint Indemnitee by reason of, or arising out of
(i) any default, breach, performance or nonperformance by Lessee of its
respective obligations and covenants under this Agreement, including, without
limitation, Sections 13, 15 and 18; (ii) any Claims against any Sprint
Indemnitee arising out of or resulting from (x) Lessee's use, operation,
maintenance or occupancy of any part of the Site in violation of the terms of
this Agreement or (y) any Tower Subtenant's use, operation, maintenance or
occupancy of its Communications Facility in violation of the terms of this
Agreement; (iii) any failure of Lessee to comply with any applicable Laws or
with the directives of the FCC and FAA that Lessee is required to comply with
pursuant to this Agreement or under applicable Laws; (iv) any Claims arising out
of or resulting from Lessee's acts or omissions, or the acts or omissions of any
of their respective agents, employees, engineers, contractors, subcontractors,
licensees, or invitees; and (v) any other provision of this Agreement which
provides that Lessee will indemnify and hold harmless any Sprint Indemnitee in
respect of the matters contained in such provision. If any action or proceeding
is brought against any Sprint Indemnitee by reason of any such Claim, Lessee
upon notice from such Sprint Indemnitee, covenants and agrees to defend such
action or proceeding at its expense.

     (c) Subject to the provisions of Section 21(a) above, Sprint Collocator
agrees to indemnify and to hold each Lessee Indemnitee harmless from any and all
Claims with respect to


                                       51



bodily injury, personal injury or property damage suffered or incurred by such
Lessee Indemnitee by reason of, or arising out of (i) any default, breach,
performance or nonperformance of Sprint Collocator's obligations and covenants
under this Agreement; (ii) any Claims against any Lessee Indemnitee arising out
of or resulting from Sprint Collocator's use, operation, maintenance or
occupancy of Sprint's Communications Equipment or any portion of the Site
(including the Sprint Collocation Space) in violation of the terms of this
Agreement, (iii) Sprint Collocator's failure to comply with any applicable Laws
or with the directives of the FCC and FAA as to Sprint's Communications
Equipment; (iv) any Claims against any Lessee Indemnitee arising out of or
resulting from the acts or omissions of Lessor, Sprint Collocator, their
respective Affiliates or any of Sprint Collocator's agents, employees,
engineers, contractors, subcontractors, licensees or invitees; and (v) any other
provision of this Agreement which provides that Sprint Collocator will indemnify
and hold harmless any Lessee Indemnitee in respect of the matters contained in
such provision. If any action or proceeding is brought against any Lessee
Indemnitee by reason of any such Claim, Sprint Collocator, upon notice from such
Lessee Indemnitee, covenants and agrees to defend such action or proceeding at
its expense.

     SECTION 22. SUBORDINATION OF MORTGAGES.

     All Mortgages which at any time during the Term of this Agreement may be
placed upon such Site or any portion of such Site and all documents and
instruments evidencing and securing any Secured Lessee Loan, shall be subject
and subordinate to the terms and conditions hereof.

     SECTION 23. ENVIRONMENTAL COVENANTS.

     (a) For purposes of this Agreement, the following terms will have the
following meanings: (i) "HAZARDOUS MATERIAL" or "HAZARDOUS MATERIALS" means and
includes petroleum products, flammable explosives, radioactive materials,
asbestos or any material containing asbestos, polychlorinated biphenyls, or any
hazardous, toxic or dangerous waste, substance or material defined as such or
defined as a hazardous substance or any similar term, by, in or for the purposes
of the Environmental Laws, including, without limitation Section 101(14) of
CERCLA (hereinafter defined); provided, that the term "HAZARDOUS MATERIALS" will
exclude quantities of materials or substances maintained by Lessor, Sprint
Collocator, its Affiliates, Lessee and Tower Subtenants on or about any Site
(including Tower and Improvements on such Site) in the ordinary course of
business, so long as such materials are maintained in accordance with the
applicable Environmental Laws: (ii) "RELEASE" will have the meaning given such
term, or any similar term, in the Environmental Laws, including, without
limitation Section 101(22) of CERCLA; and (iii) "ENVIRONMENTAL LAW" or
"ENVIRONMENTAL LAWS" will mean any "SUPER FUND" or "SUPER LIEN" Law, or any
other federal, state or local statute, Law, ordinance, code, rule, regulation,
order or decree, regulating, relating to or imposing liability or standards of
conduct concerning any Hazardous Materials as may now or at any time hereafter
be in effect, including, without limitation, the following, as same may be
amended or replaced from time to time, and all regulations promulgated under or
in connection with: the Superfund Amendments and Reauthorization Act of 1986;
The Comprehensive Environmental Response, Compensation and Liability Act of
1980; The Clean Air Act; The Clean Water Act; The Toxic Substances Control Act;
The Solid Waste Disposal Act, as amended by the Resource Conversation and
Recovery Act; The Hazardous Materials Transportation Act; and The Occupational
Safety and Health Act of 1970.


                                       52



     (b) Lessee covenants and agrees that: (i) Lessee will not conduct or allow
to be conducted upon any Site any business operations or activities, or employ
or use a Site, to generate, manufacture, refine, transport, treat, store,
handle, dispose of, transfer, produce, or process Hazardous Materials; provided,
that Lessee will have the right to bring, use and keep and allow any Tower
Subtenant to bring and keep on any Site in compliance with all applicable Laws,
batteries, generators and associated fuel tanks and other substances commonly
used in the industry necessary for the operation and maintenance of each Site;
(ii) Lessee will carry on its business and operations at each Site in compliance
in all respects with, and will remain in compliance with, all applicable
Environmental Laws and will ensure that all Tower Subtenants do the same: (iii)
Lessee will not create or permit to be created any Lien against any Site for the
costs of any response, removal or remedial action or clean-up of Hazardous
Materials; (iv) Lessee will promptly conduct and complete all investigations,
studies, sampling and testing, and all remedial, removal, and other actions
necessary to clean up and remove all Hazardous Materials on, from or affecting
each Site in accordance with all applicable Environmental Laws; and (v) Lessee
will promptly notify Lessor and Sprint Collocator in writing if Lessee receives
any notice, letter, citation, order, warning, complaint, claim or demand that:
(w) Lessee or any Tower Subtenant has violated, or is about to violate, any
Environmental Law, (x) there has been a Release or there is a threat of Release,
of Hazardous Materials at or from the applicable Site, (y) Lessee or any Tower
Subtenant may be or is liable, in whole or in part, for the costs of cleaning
up, remediating, removing or responding to a Release of Hazardous Materials, or
(z) a Site are subject to a Lien favor of any Governmental Authority for any
liability, cost or damages under any Environmental Law.

     (c) Lessor covenants and agrees that: (i) Lessor will not conduct, or allow
any Person under the direction or control of Lessor, upon any Site any business
operations or activities, or employ or use a Site, to generate, manufacture,
refine, transport, treat, store, handle, dispose of, transfer, produce, or
process Hazardous Materials; (ii) Lessor will carry on its business and
operations at each Site, if any, in compliance in all respects with, and will
remain in compliance with, all applicable Environmental Laws; and (iii) Lessor
will not create, or permit any Person under the direction or control of Lessor
to create, any Lien against any Site, including for the costs of any response,
removal or remedial action or clean-up of Hazardous Materials; Lessor will
promptly notify Lessee if Lessor receives any notice, letter, citation, order,
warning, complaint, claim or demand that: (w) Lessor or any Tower Subtenant has
violated, or is about to violate, any Environmental Law, (x) there has been a
Release or there is a threat of Release, of Hazardous Materials at or from the
applicable Site, (y) Lessee, Lessor or any Tower Subtenant may be or is liable,
in whole or in part, for the costs of cleaning up, remediating, removing or
responding to a Release of Hazardous Materials, or (z) a Site is subject to a
Lien favor of any Governmental Authority for any liability, cost or damages
under any Environmental Law.

     (d) Lessor agrees to indemnify and hold the Lessee Indemnitees harmless
from and against any and all Claims, including Claims of any and every kind
whatsoever paid, incurred, suffered by, or asserted against the Lessee
Indemnitees or the Sprint Collocation Space of any Site for, with respect to, or
as a result of the violation or breach of, or the failure of Lessor or Sprint
Collocator to fully and completely keep, observe, satisfy, perform and comply
with, any agreement, term, covenant, condition, requirement, provision or
restriction of Section 23(c);


                                       53



     (e) Sprint Collocator covenants and agrees that as to each Site upon which
it leases or otherwise uses or occupies any Sprint Collocation Space: (i) Sprint
Collocator will not conduct or allow to be conducted upon any such Sprint
Collocation Space of any Site any business operations or activities, or employ
or use a Sprint Collocation Space of any Site, to generate, manufacture, refine,
transport, treat, store, handle, dispose of, transfer, produce, or process
Hazardous Materials; provided, that Sprint Collocator will have the right to
bring, use and keep on the Sprint Collocation Space of any Site in compliance
with all applicable Laws, batteries, generators and associated fuel tanks and
other substances commonly used in the industry necessary for the operation and
maintenance of each Sprint Collocation Space of any Site; (ii) Sprint Collocator
will carry on its business and operations on the Sprint Collocation Space of any
Site in compliance in all respects with, and will remain in compliance with, all
applicable Environmental Laws unless non-compliance results from the acts or
omissions of Lessee or any Tower Subtenant; (iii) Sprint Collocator will not
create or permit to be created any Lien against any Sprint Collocation Space of
any Site for the costs of any response, removal or remedial action or clean-up
of Hazardous Materials unless non-compliance results from the acts or omissions
of Lessee or any Tower Subtenant; (iv) to the extent such Hazardous Materials
were deposited by Sprint Collocator, Sprint Collocator will promptly conduct and
complete all investigations, studies, sampling and testing, and all remedial,
removal, and other actions necessary to clean up and remove all Hazardous
Materials on, from or affecting the Sprint Collocation Space of each Site in
accordance with all applicable Environmental Laws; and (v) Sprint Collocator
will promptly notify Lessee in writing if Sprint Collocator receives any notice,
letter, citation, order, warning, complaint, claim or demand that: (w) Sprint
Collocator has violated, or is about to violate, any Environmental Law, (x)
there has been a Release or there is a threat of Release, of Hazardous Materials
at or from the Sprint Collocation Space of any Site, (y) Sprint Collocator may
be or is liable, in whole or in part, for the costs of cleaning up, remediating,
removing or responding to a Release of Hazardous Materials, or (z) the Sprint
Collocation Space of any Site is subject to a Lien in favor of any Governmental
Authority for any liability, cost or damages under any Environmental Law.

     (f) Except to the extent arising or resulting from the acts or omissions of
Lessor or Sprint Collocator, Lessee agrees to indemnify and hold the Sprint
Indemnitees harmless from and against any and all Claims, including Claims of
any and every kind whatsoever paid, incurred, suffered by, or asserted against
the Sprint Indemnitees or any Site for, with respect to, or as a result of the
following: (i) the presence in, on, over or under, or the escape, seepage,
leakage, spillage, discharge, emission or Release on or from any Site of any
Hazardous Materials that occurs after the Effective Date and prior to the
applicable Site Expiration Date or earlier date of termination of this
Agreement; (ii) the violation of any Environmental Laws relating to or affecting
any Site that occurs after the Effective Date (relating to a condition first
existing after the Effective Date) and prior to the applicable Site Expiration
Date or earlier date of termination of this Agreement; (iii) a Release of any
Hazardous Materials or the violation of any of the Environmental Laws that
occurs after the Effective Date and prior to the applicable Site Expiration Date
or earlier date of termination of this Agreement in connection with any other
property owned, operated or used by or on behalf of Lessee, which violation or
Release gives or may give rise to any rights whatsoever in any Party with
respect to any Site by virtue of any of the Environmental Laws; (iv) any
warranty or representation made by Lessee in this Section 23 is or becomes false
or untrue in any material respect; or (v) the violation or breach of, or the


                                       54



failure of Lessee to fully and completely keep, observe, satisfy, perform and
comply with, any agreement, term, covenant, condition, requirement, provision or
restriction of this Section 23.

     (g) Except to the extent arising or resulting from the acts or omissions of
Lessee or a Tower Subtenant, Sprint Collocator agrees to indemnify and hold the
Lessee Indemnitees harmless from and against any and all Claims, including
Claims of any and every kind whatsoever paid, incurred, suffered by, or asserted
against the Lessee Indemnitees or the Sprint Collocation Space of any Site for,
with respect to, or as a result of the violation or breach of, or the failure of
Sprint Collocator to fully and completely keep, observe, satisfy, perform and
comply with, any agreement, term, covenant, condition, requirement, provision or
restriction of Section 23(e).

     (h) Notwithstanding anything to the contrary in this Agreement, in the
event any Claim of a type giving rise to indemnification obligations under this
Section 23 is asserted against a Lessee Indemnitee and it cannot be readily
determined that it was the act or omission of Lessor or Sprint Collocator or its
Affiliate that gave rise to such Claim, it will be assumed for all purposes of
this Section 23 that it was Lessee's or a Tower Subtenant's act or omission,
Lessee will indemnify the Sprint Indemnitees in respect of such Claim pursuant
to Section 23(e), and neither Lessor nor Sprint Collocator will have any
obligation or liability to any Lessee Indemnitee in respect of such Claim unless
and until it is finally determined that Lessor's or Sprint Collocator's act or
omission gave rise to such Claim. The provisions of this Section 23 will survive
the applicable Site Expiration Date or earlier termination of this Agreement.
The foregoing provisions of this Section 23 are not intended to limit the
generality of any of the other provisions of this Agreement.

     (i) During the Term, for any dispute or litigation that arises during the
Term in connection with any Ground Lessor, Ground Lease, Collocation Agreement,
Tower Subtenant or any other issue relating to the operation of the Sites
(collectively, "DISPUTES"), Lessee shall have the right to control, prosecute,
settle and/or compromise such Disputes; provided that Lessee shall not settle or
compromise such Disputes (i) for which Lessee is seeking a claim for
indemnification under the Agreement to Lease, (ii) which would increase the
amounts owed under any Ground Lease or Collocation Agreement during the Term,
which amounts Lessee is not obligated to pay hereunder during the Term, or (iii)
result in the termination of any Ground Lease, without Lessor's consent (not to
be unreasonably withheld, conditioned or delayed); provided further that if
Lessor does reasonably withhold such consent, Lessee shall nevertheless have the
right to settle and/or compromise such Dispute at Lessee's own expense. Upon
request, Lessee shall keep Lessor reasonably informed of the status and of the
activities relating to the Disputes. Lessee shall not be required to seek the
consent of Lessor to settle any matter with a Ground Lessor that relates to the
amount of a Revenue Sharing Payment, and such settlement shall not diminish
Sprint Collocator's obligations under Section 11(g) with respect thereto.

     SECTION 24. INSURANCE.

     (a) For each Site, Lessee will procure, and will maintain in full force and
effect at all times during the Term as to the applicable Site, the following
types of insurance with respect to each Site, including the Tower and
Improvements on such Site (but excluding Sprint's Communications Equipment),
paying as the same become due all premiums for such insurance:


                                       55



          (i) commercial general public liability insurance insuring against all
     liability of Lessee and Lessee's officers, employees, agents, licensees and
     invitees arising out of, by reason of or in connection with the use,
     occupancy or maintenance of each Site (including Tower and the
     Improvements), in an amount of not less than $1,000,000 for bodily injury
     or property damage or as a result of one occurrence, and not less than
     $2,000,000 for bodily injury or property damage in the aggregate;

          (ii) umbrella or excess liability insurance with limits not less than
     $5,000,000 per occurrence and in the aggregate;

          (iii) property insurance in an amount not less than full replacement
     cost of the Tower and Improvements of each Site, against direct and
     indirect loss or damage by fire and all other casualties and risks covered
     under "ALL RISK" insurance respecting the Tower and Improvements (but
     excluding any of Sprint's Communications Equipment and Sprint's
     Improvements); and

          (iv) workers' compensation insurance covering all employees of Lessee
     and any employees of its Affiliates performing activities on the Site.

     (b) Lessee will pay all premiums for the insurance coverage which Lessee is
required to procure and maintain under this Agreement. Each insurance policy (i)
will name Lessor and Sprint Collocator as an additional insured; provided, that
such requirement will only apply to liability policies and will have no
application to workers' compensation policies; and (ii) will provide that the
policy cannot be canceled as to Lessor or Sprint Collocator except after the
insurer gives Lessor or Sprint Collocator, as applicable, thirty (30) days'
written notice of cancellation. For each Site, Lessee will deliver to Lessor and
Sprint Collocator certificates of insurance evidencing the existence of all
insurance which Lessee is required to maintain hereunder, such delivery to be
made promptly after such insurance is obtained (but not later than the Effective
Date) and not later than the date which is thirty (30) days prior to the
expiration date of any such insurance.

     (c) Sprint Collocator will procure, and will maintain in full force and
effect at all times during the Term, the following types of insurance with
respect to its Sprint Collocation Space at the Sites, paying as the same become
due all premiums for such insurance:

          (1) commercial general public liability insurance insuring against all
     liability of Sprint Collocator and its officers, employees, agents,
     licensees and invitees arising out of, by reason of or in connection with
     the use, occupancy or maintenance of the Sprint Collocation Space of each
     Site, in an amount of not less than $1,000,000 for bodily injury or
     property damage or as a result of one occurrence, and not less than
     $2,000,000 for bodily injury or property damage in the aggregate;

          (2) umbrella or excess liability insurance with limits not less than
     $5,000,000 per occurrence and in the aggregate; and

          (3) workers' compensation insurance covering all employees of Sprint
     Collocator or its Affiliates.


                                       56



     (d) Sprint Collocator will pay all premiums for the insurance coverage
which Sprint Collocator is required to procure and maintain under this
Agreement. Each insurance policy (i) will name Lessee as an additional insured;
provided, however, that such requirement will only apply to liability policies
and will have no application to workers' compensation policies; and (ii) will
provide that the policy cannot be canceled as to Lessee except after the insurer
gives Lessee thirty (30) days' written notice of cancellation. Sprint Collocator
will deliver to Lessee certificates of insurance evidencing the existence of all
insurance which Sprint Collocator is required to maintain hereunder, such
delivery to be made promptly after such insurance is obtained (but not later
than the Effective Date) and not later than the date which is thirty (30) days
prior to the expiration date of any such insurance.

     (e) All policy amounts set forth in this Section 24 will be evaluated and
increased (if necessary) every five (5) years during the Term of this Agreement
to such amounts as are customarily carried by prudent landlords and tenants in
the telecommunications industry to insure risks associated with their respective
interests in facilities comparable to the Sites. All policies of insurance
required under this Section 24 will be written on companies rated "A:VII" by AM
Best or a comparable rating and licensed in the State where the applicable Site
to which such insurance applies is located.

     (f) Neither Lessee nor Sprint Collocator will, on its own initiative or
pursuant to the request or requirement of any Tower Tenant or other Person, take
out separate insurance concurrent in form or contributing in the event of loss
with that required to be carried by such Party in this Section 24, unless the
other Party is named in the policy as an additional insured. Each Party will
immediately notify the other Party whenever any such separate insurance is taken
out and will deliver to the other Party original certificates evidencing the
same.

     SECTION 25. SPRINT RIGHT OF ALTERATION AND SUBSTITUTION.

     (a) Except as otherwise provided in this Agreement, Sprint Collocator will
have the right (for the benefit of itself or its Affiliates) to modify and/or
replace, at Sprint Collocator's expense, Sprint's Communications Equipment at
any Site so long as any such modification or replacement does not entail the
installation of Communications Equipment on any portion of the Tower located
outside the Sprint Tower Envelope that (i) materially differs in type or use
from Sprint's Communications Equipment then located on the Tower at such Site,
(ii) exceeds any limitations contained in Section 6(a), (iii) impairs the
structural integrity of the Tower or (iii) violates the provisions of Section
15. If at any Site Sprint Collocator desires to modify or replace any
Communications Equipment on the Tower with Communications Equipment that
materially differs in type or use from Sprint's Communications Equipment then
located at such Site, such modification or replacement Communications Equipment
may be installed only with the consent of Lessee, which consent shall not be
unreasonably withheld (and in connection with such consent Lessee may require
the that Sprint Collocator comply with a reasonable application process and
perform such testing and analysis at the cost of Sprint Collocator as would be
customary in accordance with industry standard requirements). Sprint Collocator
at any Site also will have the right, at its cost and expense, to make any
Alterations to the Site that it reasonably deems necessary to increase the
capacity of or otherwise augment, strengthen or enhance a Tower, subject,
however in the case of any structural Alterations to the submission of plans and
specifications to Lessee at least thirty (30) days prior to undertaking any such
Alteration, and the


                                       57



written approval of Lessee, not to be unreasonably withheld. Any Alterations to
a Site shall not adversely impact any existing Tower Subtenant or materially
diminish the marketability of space at a Site to future tower subtenants, have
the practical effect of limiting the number of potential Tower Subtenants or the
amount of Available Space on the Tower for potential use by prospective Tower
Subtenants, or otherwise diminish in any material respect the value of such
Site.

     (b) Notwithstanding anything to the contrary contained in this Agreement,
if during the Term, within fifteen (15) Business Days after request by Sprint
Collocator, Lessee will notify Sprint Collocator whether there is any Available
Space in respect of any Site. If any such Available Space then exists, Sprint
Collocator will have the Right of Substitution (for the benefit of itself or any
of its Affiliates) as to such Available Space if, in the reasonable judgment of
Lessee, such relocation will not (i) impair the structural integrity of the
Tower (and in connection with any exercise of the Substitution Right Lessee may
require that Sprint Collocator perform such testing and analysis at the cost of
Sprint Collocator as would be customary in accordance with industry standard
requirements in connection with such exercise) or cause interference in
violation of Section 15 with the Communications Equipment of any Tower Subtenant
or diminish the structural ability of the Tower to hold additional Tower
Subtenants (it being acknowledged and agreed, however (but subject to clause
(ii) immediately below), that Sprint Collocator shall be entitled to use at all
times the weight and wind loading equivalent of the Sprint Tower Envelope), or
(ii) have the practical effect of limiting the number of potential Tower
Subtenants at such Site (as compared prior to such Substitution or the rent
payable by such Tower Subtenants), provided, that Lessee may prevent Sprint
Collocator from exercising its Right of Substitution if such exercise would
cause a configuration of space that may reasonably be expected to limit Lessee's
revenue at any particular Site, including avoiding having any so-called "orphan"
space on a Tower (but with the assumption that no space on the Tower is more
expensive to rent because of its location of the Tower). If Sprint Collocator
elects to exercise its Right of Substitution, then, upon completion of the
relocation, at Sprint Collocator's expense, of the Communications Equipment and
Improvements of Sprint Collocator or its Affiliate on the Site, the previously
existing Sprint Collocation Space of the applicable Site will automatically be
released by Sprint Collocator or its Affiliate and become a part of the
Available Space of such Site (and Sprint Collocator shall deliver (or cause its
Affiliates to deliver) such space in good condition, repair and order,
reasonable wear and tear excepted, and shall remove all of Sprint's
Communications Equipment therefrom and restore any damage thereto caused by,
through or under any member of the Sprint Group), subject to the terms of this
Agreement, and concurrently therewith, the Available Space on such Site to which
the Communications Equipment and Improvements of Sprint Collocator or its
Affiliate has been relocated (but in no event shall such space be larger than
the Sprint Tower Envelope) will automatically become and constitute the Sprint
Collocation Space (provided, however, that if Sprint Collocator will maintain
Communications Equipment of less than the equivalent weight and wind loading of
nine (9) 1'x 6' panel antennas on the Tower at such Site as of the effective
date of such relocation, the Sprint Collocation Space will contain an additional
portion of such Tower so that the Sprint Collocation Space will contain the
entire amount of the Sprint Tower Envelope to the extent there is adequate
contiguous space available on the Tower as of the effective date of such
relocation) subject to Section 6; provided, however, that the weight and wind
loading criteria for such Sprint Collocation Space shall continue to be the same
as existed prior to the exercise of the Right of Substitution. The Parties will
at Sprint Collocator's sole cost and expense promptly execute such


                                       58



instruments as may be reasonably required to further evidence such Substitution,
including without limitation an amendment to Exhibit A or the applicable Site
Designation Supplement. Sprint Collocator will, at its cost and expense,
complete the relocation of its Communications Equipment.

     SECTION 26. ASSIGNMENT AND SUBLETTING.

     (a) Without the prior written consent of Lessor, Lessee may not assign this
Agreement or any of Lessee's rights under this Agreement in whole or in part, or
sublease or grant concessions or licenses or other rights for the occupancy or
use of all or any portion of any Site; provided, that, subject to any required
consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may
lease, sublease, license or otherwise make available Available Space to Tower
Subtenant for the purpose of the installation, operation and maintenance of
Communications Equipment as contemplated by, and subject to the applicable terms
and provisions of, this Agreement (and in such event Lessee will not be released
from, and will remain fully and completely liable for, payment and performance
of all of its duties, obligations and liabilities under this Agreement); (ii)
Lessee may (A) assign this Agreement in whole or in part to any Qualifying
Lessee Transferee or (B) assign all or any portion of its rights with respect to
a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as
contemplated by Section 41; provided that in the case of the transactions
described in clauses (A) and (B) immediately above the assignee of Lessee must
assume and agree to perform all of Lessee's obligations hereunder to the extent
of such assignment. In the case of an assignment of this Agreement in connection
with any transaction described in clause (B) above (other than an assignment to
a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and
after execution of a Severance Lease, Lessee shall be released from all
obligations with respect to the Sites that are leased or pre-leased under such
Severance Lease), Lessee will not be released from, and will remain fully and
completely liable for payment and performance of, all its duties, obligations
and liabilities under this Agreement. Upon any assignment permitted above to a
Qualifying Lessee Transferee, the obligations of Lessee under this Agreement
with respect to the Sites that are the subject of the assignment will cease and
terminate to the extent of such assignment, and Lessor and Sprint Collocator
will look only and solely to the Person that is the Qualifying Lessee Transferee
of Lessee's interest under this Agreement as to such Sites for performance of
all of Lessee's duties and obligations under this Agreement with respect to such
Sites from and after the date of the assignment. Notwithstanding the foregoing,
Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the
Lessee Lender with respect thereto will have the right to exercise remedies
under any such Mortgage in a manner consistent with the provisions of this
Agreement and any other agreement between Lessee, Lessor and Sprint Collocator
made in connection with this transaction.

     (b) Except as expressly permitted under this Section 26(b), Sprint
Collocator may not assign sell, convey, transfer, sublease or otherwise dispose
of this Agreement or any of its rights under this Agreement in whole or in part,
or sublease or grant concessions or licenses or other rights for the occupancy
or use of all or any portion of any Site without the consent of Lessee. Sprint
Collocator, only in the aggregate, may sell, convey, transfer, assign, sublease,
or otherwise dispose of their interests in the Sprint Collocation Space as a
whole, not in part, without the consent of Lessee, to a successor Person by way
of merger, consolidation, or other reorganization or to any Person acquiring
substantially all of the assets of Sprint Collocator and


                                       59



which Person is a wireless communications end user who intends to use
substantially all of the Sprint Collocation Space for its own wireless
communications business. In addition, Sprint Collocator will have the
unrestricted right during the Term to sell, convey, transfer, assign, sublease
or otherwise dispose of Sprint Collocator's interest in and to the Sprint
Collocation Space at any Site, in whole or in part, without the consent of
Lessee to (i) any Affiliate, or (ii) such Person who is (A) not, and none of
whose Affiliates are, a Lessee Competitor, and (B) is a wireless communication
end user in any geographic market in which Sprint Collocator has ceased to
operate or will cease to operate after the consummation of transaction that is
the subject of the assignment and subletting (collectively, a "SPRINT MARKET
ASSIGNEE"), who intends to use such Site solely for its own wireless
communications business, provided that such Sprint Market Assignee enters into a
master collocation agreement with Lessee, in the form of the then most recent
master collocations agreement between Lessee (or its Affiliates) and the Sprint
Market Assignee (or its Affiliates), or if none exists, in the form of the most
recent master collocation agreement between Global Parent (or its Affiliates)
and Sprint, or if none exists, a then market standard collocation agreement,
except that the term and Withdrawal Rights of the Sprint Market Assignee shall
reflect the term and Withdrawal Rights then applicable to the Sites that are the
subject of such assignment (and the rent shall be described in the next
following sentence), and the Sprint Market Assignee shall have no further rights
hereunder and, upon such assignment, Sprint Collocator shall vacate such Site,
and upon vacating such Site and removing the Sprint Communications Equipment
from same and restoring the Sprint Collocation Space to the condition required
by this Agreement, Sprint Collocator shall be relieved of its obligations to pay
the Sprint Collocation Charge with respect to such Site (each such transaction
described in the foregoing provisions of this Section 26(b) being a "SPRINT
TRANSFER"). If, pursuant to any assignment, sublease, conveyance, transfer or
other disposition permitted by this Agreement to a Sprint Market Assignee,
Sprint Collocator is no longer the tenant of Sprint Collocation Space, the
applicable Sprint Collocation Charge payable shall be an amount equal to the
product of (x) the then current Sprint Collocation Charge and (y) 1.25 and the
foregoing shall thereafter be subject to annual adjustment as provided for in
Section 11(b). If Sprint Collocator effects a Sprint Transfer, then, in the case
of a Sprint Transfer to a Qualifying Sprint Transferee, the obligations of
Sprint Collocator with respect to the portion of the Sprint Collocation Space
that is the subject of the Sprint Transfer will cease and terminate, and Lessee
will look only and solely to the Person that is the Qualifying Transferee of
Sprint Collocator's interest in and to such portion of the Sprint Collocation
Space for performance of all of the duties and obligations of Sprint Collocator
under this Agreement with respect to such Sprint Collocation Space from and
after the date of the Sprint Transfer. Otherwise, in the event of any Sprint
Transfer, Sprint Collocator shall remain liable under this Agreement for the
performance of Sprint Collocator's duties and obligations hereunder as to such
applicable Sprint Collocation Space that is the subject of the Sprint Transfer.

     (c) Subject to Section 26 and Section 36, neither Lessor nor any Sprint
Additional Party shall, or shall permit any Affiliate thereof to sell, convey,
transfer, assign, sublease, encumber, mortgage or otherwise hypothecate or
dispose of its interest in and to any Site, or grant concessions or licenses or
other rights for the occupancy or use of all or any portion of any Site, during
the Term.


                                       60



     (d) Each Party hereby agrees that any attempt of any Party to assign its
interest in this Agreement or any of its rights under this Agreement, in whole
or in part, in violation of this Section 26 will constitute a default under this
Agreement and will be null and void ab initio.

     SECTION 27. ESTOPPEL CERTIFICATE.

     Each Party, from time to time upon thirty (30) days' prior request by any
other Party, will execute, acknowledge and deliver to the requesting Party, or
to a Person designated by such requesting Party, a certificate stating that this
Agreement is unmodified and in full effect (or, if there have been
modifications, that this Agreement is in full effect as modified, and setting
forth such modifications) and the dates to which Rent, Pre-Lease Rent, Sprint
Collocation Charges and other sums payable under this Agreement have been paid,
and either stating that to the knowledge of the signer of such certificate no
default exists under this Agreement or specifying each such default of which the
signer has knowledge. The requesting Party, at such Party's cost and expense,
will cause such certificate to be prepared for execution by the requested Party.
Any such certificate may be relied upon by any prospective Mortgagee or
purchaser of any portion of a Site.

     SECTION 28. HOLDING OVER.

     (a) If Lessee remains in possession of the Leased Property of any Master
Lease Site after expiration or termination of the Term as to such Master Lease
Site without any express written agreement by Lessor, then Lessee will be and
become a tenant at sufferance, and there will be no renewal or extension of the
Term as to such Master Lease Site by operation of Law.

     (b) If during the Term of this Agreement Sprint Collocator remains in
possession of the Sprint Collocation Space of any Site after expiration or
termination of Sprint Collocator's leaseback of or other right to use and occupy
the Sprint Collocation Space at such Site without any express written agreement
by Lessee, then Sprint Collocator will be a month-to-month tenant with the
monthly Sprint Collocation Charge equal to one hundred fifty percent (150%) of
the monthly Sprint Collocation Charge last applicable to the Sprint Collocation
Space and subject to all of the other terms set forth in this Agreement, and
there will be no renewal or extension of this Agreement as to the lease of the
Sprint Collocation Space by operation of Law.

     SECTION 29. RIGHTS OF ENTRY AND INSPECTION.

     (a) Lessor and Sprint Collocator and their respective representatives,
agents and employees, at such Person's sole cost and expense, will be entitled
to enter any portion of any Site at all reasonable times and with advance notice
in accordance with and to the extent required under Section 6(a) for the
purposes of inspecting such Site, making any repairs or replacements or
performing any maintenance, and performing any work on the Site, to the extent
required or permitted by this Agreement. Nothing in this Section 29 will imply
or impose any duty or obligation upon Lessor or Sprint Collocator to enter upon
any Site at any time for any purpose, or to inspect any Site at any time, or to
perform, or pay the cost of, any work which Lessee is required to perform under
any provision of this Agreement, and neither Lessor nor Sprint Collocator has
any such duty or obligation.


                                       61



     (b) Sprint Collocator will permit Lessee and Lessee's representatives to
inspect Sprint's Communications Equipment located on the Tower in accordance
with industry standard practices to ascertain compliance with the provisions of
this Agreement. Except in the event of an Emergency only, and only for the
purposed of making repairs or replacements to address such Emergency, Lessee
shall not be entitled to have access to or inspect any other of Sprint's
Communications Equipment. Nothing in this Section 29 will imply or impose any
duty or obligation upon Lessee to enter upon any Site at any time for any
purpose, or to inspect the Leased Property at any time, or to perform, or pay
the cost of, any work which Sprint Collocator or its Affiliates is required to
perform under any provision of this Agreement, and Lessee has no such duty or
obligation. Sprint Collocator agrees to indemnify and hold the Lessee
Indemnitees harmless from and against and in respect of any and all Claims,
paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner
arising out of, by reason of, or in connection with any entry onto any Site by
Sprint Collocator or any of its Affiliates, employees, agents, contractors,
subcontractors, engineers, agents, advisors, consultants or representatives.

     SECTION 30. RIGHT TO ACT FOR LESSEE.

     (a) In addition to and not in limitation of any other remedy Lessor or
Sprint Collocator may have under this Agreement, if Lessee fails to make any
payment or to take any other action (or to cause any Tower Subtenant to take any
action) when and as required under this Agreement, subject to the following
sentence, Lessor or Sprint Collocator may, without demand upon Lessee and
without waiving or releasing Lessee from any duty, obligation or liability under
this Agreement, make any such payment or take any such other action required of
Lessee. Unless Lessee's failure results in or relates to an Emergency, Lessor or
Sprint Collocator, as applicable, will give Lessee at least ten (10) days prior
written notice of Lessor's or Sprint Collocator's intended action and Lessee
will have the right to cure such failure within such ten (10) day period unless
the same is not able to be remedied in such ten (10) day period, in which event
such ten (10) day period will be extended, provided Lessee has commenced such
cure within such ten (10) day period and continuously prosecutes the performance
of the same to completion with due diligence. No notice will be required in the
event of an Emergency. The actions which Lessor or Sprint Collocator may take
will include, but are not limited to, the performance of maintenance or repairs
and the making of replacements to the Towers and Improvements on each Site (and
Lessor or Sprint Collocator, as applicable, will have full access to the Sites
for such purpose), the payment of insurance premiums which Lessee is required to
pay under this Agreement, the payment of Ground Rent which Lessee is required to
pay under the Ground Leases and the payment of Taxes which Lessee is required to
pay under this Agreement. Lessor or Sprint Collocator may pay all incidental
costs and expenses incurred in exercising its rights under this Agreement,
including, without limitation, reasonable attorneys' fees and expenses,
penalties, re-instatement fees, late charges, and interest. An amount equal to
one hundred twenty percent (120%) of the total amount of the costs and expenses
(including salaries and benefits of employees) incurred by Lessor or Sprint
Collocator in accordance with this Section 30 is referred to as the
"REIMBURSABLE MAINTENANCE EXPENSES", and will be due and payable by Lessee upon
demand and bear interest at the rate of twelve percent (12%) per annum from the
date five (5) days after demand until paid by Lessee.

     (b) For purposes of this Section 30, the term "EMERGENCY" means any event
that causes, has caused or is likely to cause: (i) any bodily injury, personal
injury or property damage;


                                       62



(ii) the immediate suspension, revocation, termination or any other adverse
effect as to any licenses and/or permits; or (iii) any material adverse effect
on the ability of Sprint Collocator or its Affiliates, or any Tower Subtenants,
to operate Communications Equipment; or (iv) any failure of any Site to comply
in any material respect with applicable FCC or FAA regulations or other
licensing requirements.

     SECTION 31. DEFAULTS AND REMEDIES.

     (a) The following events constitute events of default by Lessor or any
Sprint Additional Party:

          (i) if Lessor or any Sprint Additional Party (or any Affiliate
     thereof) fails to perform any obligation under any Ground Lease (other than
     any obligation assumed by Lessee hereunder) that results in a default or
     breach under such Ground Lease and such failure continues (x) for more ten
     (10) days, or (y) if the cure period under such Ground Lease for such
     default or breach (A) is less than ten (10) days, such lesser period of
     time or, (B) is greater than ten (10) days, such greater period of time, in
     each case after written notice from Lessee;

          (ii) if Lessor or any Sprint Additional Party (or any Affiliate
     thereof) violates or breaches, or fails to observe, keep, satisfy, perform
     and comply with, any material agreement, term, covenant, condition,
     requirement, restriction or provision of this Agreement in respect of any
     Site, and (x) Lessor or such Sprint Additional Party or Affiliate thereof
     (as applicable) does not cure such violation, breach or failure within
     thirty (30) days after Lessee gives Lessor written notice of such
     violation, breach or failure (or such lesser period provided herein), or
     (y) such violation, breach or failure (which is not a failure to pay money)
     is incapable of being cured within thirty (30) days, and Lessor or such
     Sprint Additional Party or Affiliate thereof (as applicable) does not
     commence to cure such violation, breach or failure within such thirty (30)
     day period and continuously prosecute the performance of the same to
     completion with due diligence, provided, if any such default causes Lessee
     to be in default under any Collocation Agreement existing prior to the
     Effective Date, the thirty (30) day periods referenced above in this
     Section 31(a)(ii) shall be reduced to such lesser time period as Lessee
     notifies Lessor in writing that Lessee has to comply under such Collocation
     Agreement;

          (iii) if Lessor or any Sprint Additional Party, or any Affiliate
     thereof that is the tenant under a Ground Lease for a Non-Contributable
     Site, becomes insolvent or makes an assignment for the benefit of
     creditors; or if any action is brought by Lessor seeking its dissolution or
     liquidation of its assets or seeking the appointment of a trustee, interim
     trustee, receiver or other custodian for any of its property; or if Lessor
     or any Sprint Additional Party, or any Affiliate thereof that is the tenant
     under a Ground Lease for a Non-Contributable Site, commences a voluntary
     proceeding under the Federal Bankruptcy Code; or if any action or petition
     is otherwise brought by Lessor seeking similar relief or alleging that it
     is insolvent or unable to pay its debts as they mature; or if any action is
     brought against Lessor seeking its dissolution or liquidation of any of its
     assets, or seeking the appointment of a trustee, interim trustee, receiver
     or other custodian for any of its property, and any such action is
     consented to or acquiesced in by Lessor or


                                       63



     any Sprint Additional Party, or any Affiliate thereof that is the tenant
     under a Ground Lease for a Non-Contributable Site, or is not dismissed
     within ninety (90) days after the date upon which it was instituted; or if
     any proceeding under the Federal Bankruptcy Code is instituted against
     Lessor or any Sprint Additional Party, or any Affiliate thereof that is the
     tenant under a Ground Lease for a Non-Contributable Site, and (A) an order
     for relief is entered in such proceeding, or (B) such proceeding is
     consented to or acquiesced in by Lessor or any Sprint Additional Party, or
     any Affiliate thereof that is the tenant under a Ground Lease for a
     Non-Contributable Site, or is not dismissed within ninety (90) days after
     the date upon which it was instituted; or if any action or petition is
     otherwise brought against Lessor seeking similar relief or alleging that it
     is insolvent, unable to pay its debts as they mature or generally not
     paying its debts as they become due, and such action or petition is
     consented to or acquiesced in by Lessor or any Sprint Additional Party, or
     any Affiliate thereof that is the tenant under a Ground Lease for a
     Non-Contributable Site, or is not dismissed within ninety (90) days after
     the date upon which it was brought;

          (iv) if the lease or pre-lease of any Site to Lessee is rejected under
     Section 365 of the Federal Bankruptcy Code;

          (v) the occurrence of any "event of default" by any Additional Master
     Lease Lessor or Additional Master Lease Sprint Additional Party under any
     Cross-Defaulted Master Lease and Sublease will be deemed a separate breach
     hereof and an "event of default" hereunder.

     (b) Upon the occurrence of any event of default by any Sprint Additional
Party or any Affiliate thereof under Sections 31(a)(iii) or 31(a)(iv) or an
event of default under Section 31(a)(v) (provided, solely with respect to an
event of default under Section 31(a)(v), such event of default relates to an
"event of default" by an Additional Master Lease Sprint Additional Party or any
Affiliate thereof under Sections 31(a)(iii) or 31(a)(iv) of a Cross-Defaulted
Master Lease and Sublease), Lessee may terminate Sprint Collocator's rights with
respect to the leaseback or other use and occupancy of the Sprint Collocation
Space at any or all Sites, by giving Sprint Collocator written notice of
termination, and Sprint Collocator's rights with respect to the leaseback or
other use and occupancy of the Sprint Collocation Space at the affected Site(s)
will be terminated thirty (30) days after Sprint Collocator's receipt of such
termination notice, provided, however, this Agreement shall otherwise remain in
full force and effect. Upon the occurrence of any event of default by Lessor or
any Sprint Additional Party or Affiliate thereof under Section 31(a)(i) or
31(a)(ii) in respect of any Site, Lessee may terminate, at its election, Sprint
Collocator's (or its Affiliates) rights with respect to the leaseback or other
use and occupancy of the Sprint Collocation Space at the affected Site, by
giving Sprint Collocator written notice of termination of Sprint Collocator's
(or its Affiliates') rights with respect to the leaseback or other use and
occupancy of the Sprint Collocation Space at the affected Site, and this
Agreement will be terminated as to Sprint Collocator's (or its Affiliates')
rights with respect to Collocation Space at the affected Site thirty (30) days
after Sprint Collocator 's receipt of such termination notice, provided,
however, this Agreement shall otherwise remain in full force and effect.
Additionally, upon the occurrence of events of default not cured during the
applicable time period for curing same (whether of the same or different types)
by any of Lessor, any Sprint Additional Party or any Affiliate thereof under
Section 31(a) and/or by any Additional Master


                                       64



Lease Lessors or Additional Master Lease Sprint Additional Parties or Affiliate
thereof under Section 31(a) of any Cross-Defaulted Master Lease and Sublease,
which defaults hereunder and thereunder are in respect of more than twenty
percent (20%) of the Cross-Defaulted Sites, in the aggregate, during any
consecutive five (5) year period, which (i) results in material harm to the
business and operations of Lessee and the Additional Master Lease Lessees, as a
collective whole, and subject to arbitration under Section 31(h) and Section
31(h) of the other Cross-Defaulted Master Leases and Subleases, as applicable
(it being understood if a right of arbitration is exercised with respect to
whether an "event of default" has occurred under any Cross-Defaulted Master
Lease and Sublease as to any particular "event of default" declared under such
Cross-Defaulted Master Lease and Sublease, such right may not be exercised a
second time hereunder as a result of the fact that such "event of default" is
also an event of default under Section 31(a)(v)), as to any dispute as to
whether any event of default has occurred and is continuing, and (ii) such
default is not the result of any default of Lessee hereunder and/or a default of
an Additional Master Lease Lessee under any other Cross-Defaulted Master Lease
and Sublease or the occurrence of one or more force majeure events, Lessee shall
have the right to (x) purchase all of the Sites and the other Cross-Defaulted
Sites for an aggregate purchase price of $100 by giving Lessor written notice of
its exercise of such purchase option (which notice shall contain a reasonably
specific description of each of such events of default), and such option shall
be exercised pursuant to the provisions of Section 36, mutatis mutandis, and
Section 36 of the Cross Defaulted Master Leases and Subleases, mutatis mutandis,
except that the Option Purchase Price shall be $100 in the aggregate hereunder
and under the Cross-Defaulted Master Lease and Sublease and/or (y) terminate
Sprint Collocator's rights with respect to the leaseback or other use and
occupancy of the Sprint Collocation Space at any or all Sites. Notwithstanding
anything to the contrary contained herein, if Lessor disputes that it is in
default hereunder, and Lessor is determined to be in default pursuant to Section
31(h), if Lessor, within twenty (20) days following a determination that it is
in default under Section 31(h), commences cure of such default and diligently
completes same, an event of default with respect to Lessor shall not be deemed
to have occurred (it being understood that if the underlying "event of default"
occurred under another Cross-Defaulted Master Lease and Sublease, any cure
period shall run and cure right shall only be exercisable under and in
accordance with such Cross-Defaulted Master Lease and Sublease (and not
hereunder)). Any termination by Lessee of Sprint Collocator's rights with
respect to any or all Sites pursuant to this Section 31(b) shall not diminish or
limit any obligation of Sprint Collocator to pay the Sprint Collocation Charge
provided for herein or any other amounts with respect to such Site(s).

     (c) The following events constitute events of default by Sprint Collocator:

          (i) if Sprint Collocator fails to timely pay any portion of the Sprint
     Collocation Charge, and any such failure continues for ten (10) days after
     written notice from Lessee (it being understood the aggregate Sprint
     Collocation Charge is a single non-severable payment with respect to all of
     the Sites);

          (ii) if Sprint Collocator fails to timely pay any other amount payable
     under hereunder not constituting a portion of the Sprint Collocation
     Charge, and such failure continues for ten (10) days after written notice
     from Lessee;


                                       65



          (iii) if Sprint Collocator violates or breaches, or fails to observe,
     keep, satisfy, perform and comply with, any material agreement, term,
     covenant, condition, requirement, restriction or provision of this
     Agreement in respect of any Site, and (x) Sprint Collocator does not cure
     such violation, breach or failure within thirty (30) days after Lessee
     gives Sprint Collocator written notice of such violation, breach or
     failure, or (y) such violation, breach or failure (which is not a failure
     to pay money) is incapable of being cured within thirty (30) days, and
     Sprint Collocator does not commence to cure such violation, breach or
     failure within such thirty (30) day period and continuously prosecute the
     performance of the same to completion with due diligence;

          (iv) if Sprint Collocator becomes insolvent or makes an assignment for
     the benefit of creditors; or if any action is brought by Sprint Collocator
     seeking its dissolution or liquidation of its assets or seeking the
     appointment of a trustee, interim trustee, receiver or other custodian for
     any of its property; or if Sprint Collocator commences a voluntary
     proceeding under the Federal Bankruptcy Code; or if any action or petition
     is otherwise brought by Sprint Collocator seeking similar relief or
     alleging that it is insolvent or unable to pay its debts as they mature; or
     if any action is brought against Sprint Collocator seeking its dissolution
     or liquidation of any of its assets, or seeking the appointment of a
     trustee, interim trustee, receiver or other custodian for any of its
     property, and any such action is consented to or acquiesced in by Sprint
     Collocator or is not dismissed within ninety (90) days after the date upon
     which it was instituted; or if any proceeding under the Federal Bankruptcy
     Code is instituted against Sprint Collocator and (A) an order for relief is
     entered in such proceeding, or (B) such proceeding is consented to or
     acquiesced in by Sprint Collocator or is not dismissed within ninety (90)
     days after the date upon which it was instituted; or if any action or
     petition is otherwise brought against Sprint Collocator seeking similar
     relief or alleging that it is insolvent, unable to pay its debts as they
     mature or generally not paying its debts as they become due, and such
     action or petition is consented to or acquiesced in by Sprint Collocator or
     is not dismissed within ninety (90) days after the date upon which it was
     brought;

          (v) if Sprint Collocator rejects its rights to sublease or right to
     use any Site under Section 365 of the Bankruptcy Code; or

          (vi) the occurrence of any "event of default" by any Additional Master
     Lease Sprint Collocator under any Cross-Defaulted Master Lease and Sublease
     will be deemed a separate breach hereof and an "event of default"
     hereunder.

     (d) Upon the occurrence of any event of default by Sprint Collocator under
Sections 31(c)(i), 31(c)(iv) or 31(c)(v) or an event of default under Section
31(c)(vi) (provided, solely with respect to an event of default under Section
31(c)(vi), such event of default relates to an "event of default" by an
Additional Master Lease Sprint Collocator under Sections 31(c)(i), 31(c)(iv) or
31(c)(v) of a Cross-Defaulted Master Lease and Sublease), Lessee may terminate
this Agreement as to the leaseback or other use and occupancy of the Sprint
Collocation Space at any or all Sites leased, used or occupied by Sprint
Collocator by giving Sprint Collocator written notice of termination, and this
Agreement will be terminated as to such Sites thirty (30) days after Sprint
Collocator's receipt of such termination notice; provided, however that no such
notice of termination given as a result of a failure set forth in Section
31(c)(i) shall be effective


                                       66



unless and until such failure continues for an additional ten (10) Business Day
period after Lessee has given Sprint Collocator an additional written notice of
such failure which contains the following statement in capital letters and bold
face type: "THIS NOTICE CONSTITUTES THE FINAL NOTICE OF NON-PAYMENT AND IF YOU
FAIL TO PAY ALL OUTSTANDING AMOUNTS WITHIN TEN (10) BUSINESS DAYS AFTER THIS
NOTICE, YOUR RIGHTS UNDER THE MASTER LEASE AND SUBLEASE AGREEMENT MAY BE
TERMINATED." Upon the occurrence of any event of default by Sprint Collocator
under Section 31(c)(ii) as to the Sprint Collocation Space of a Site, Lessee may
terminate, at its election, this Agreement as to the applicable Site or Sprint
Collocator's leaseback or other use and occupancy of the Sprint Collocation
Space at such Site at any time prior to the ninetieth (90) day after the
occurrence of such event of default by giving Sprint Collocator written notice
of termination, and this Agreement will be terminated as to the applicable Site
or as to the applicable Sprint Collocation Space, as applicable, thirty (30)
days after Sprint Collocator's receipt of such termination notice. Additionally,
upon the occurrence of events of default not cured during the applicable time
period for curing same (whether of the same or different types) by Sprint
Collocator under Section 31(c) and/or by any Additional Master Lease Sprint
Collocators under Section 31(c) of any Cross-Defaulted Master Lease and
Sublease, which defaults hereunder and thereunder are in respect of more than
twenty percent (20%) of the Cross-Defaulted Sites, in the aggregate, during any
consecutive five (5) year period, which (i) results in material harm to the
business and operations of Lessee, and the Additional Master Lease Lessees, as a
collective whole, and subject to arbitration under Section 31(h) and Section
31(h) of the other Cross-Defaulted Master Leases and Subleases, as applicable
(it being understood if a right of arbitration is exercised with respect to
whether an "event of default" has occurred under any Cross-Defaulted Master
Lease and Sublease as to any particular "event of default" declared under such
Cross-Defaulted Master Lease and Sublease, such right may not be exercised a
second time hereunder as a result of the fact that such "event of default" is
also an event of default under Section 31(c)(vi)), as to any dispute as to
whether any event of default has occurred and is continuing, and (ii) such
default is not the result of any default of Lessee hereunder and/or a default of
an Additional Master Lease Lessee under any other Cross-Defaulted Master Lease
and Sublease or the occurrence of one or more force majeure events, Lessee shall
have the right to (x) purchase all of the Sites and the other Cross-Defaulted
Sites for an aggregate purchase price of $100 by giving Lessor written notice of
its exercise of such purchase option (which notice shall contain a reasonably
specific description of each of such events of default), and such option shall
be exercised pursuant to the provisions of Section 36, mutatis mutandis, and
Section 36 of the Cross Defaulted Master Leases and Subleases, mutatis mutandis,
except that the Option Purchase Price shall be $100 in the aggregate hereunder
and under the Cross-Defaulted Master Lease and Sublease and/or (y) terminate
Sprint Collocator's rights with respect to the leaseback or other use and
occupancy of the Sprint Collocation Space at any or all Sites. Notwithstanding
anything to the contrary contained herein, if Sprint Collocator disputes that it
is in default hereunder, and Sprint Collocator is determined to be in default
pursuant to Section 31(h), if Sprint Collocator, within twenty (20) days
following a determination that it is in default under Section 31(h), commences
cure of such default and diligently completes same, an event of default with
respect to Sprint Collocator shall not be deemed to have occurred (it being
understood that if the underlying "event of default" occurred under another
Cross-Defaulted Master Lease and Sublease, any cure period shall run and cure
right shall only be exercisable under and in accordance with such
Cross-Defaulted Master Lease and Sublease (and not hereunder)).


                                       67



     (e) The following events constitute events of default by Lessee:

          (i) (A) if Lessee fails to timely pay Ground Rent as provided in
     Section 4(a) or otherwise fails to perform any obligation assumed by Lessee
     hereunder under any Ground Lease as provided in Section 4(a) and such
     failure continues for more than (x) ten (10) days, or (y) if the cure
     period under the Ground Lease is (I) less than ten (10) days, such lesser
     period of time or (II) is greater than ten (10) days, such greater period
     of time, in each case after written notice from Lessor or the applicable
     Sprint Additional Party, or (B) if Lessee otherwise fails to make payment
     of any amount due under this Agreement and such failure continues for more
     than ten (10) days after written notice from Lessor (provided, the
     foregoing shall not be a default if Lessee is in a good faith dispute under
     a Ground Lease, and the Ground Lessor thereunder may not exercise any right
     to terminate the Ground Lease during the pendancy of such dispute);

          (ii) if Lessee violates or breaches, or fails to fully and completely
     observe, keep, satisfy, perform and comply with, any material term,
     covenant, condition, requirement, restriction or provision of this
     Agreement with respect to any Site, and does not cure such violation,
     breach or failure within thirty (30) days after Lessor or Sprint Collocator
     gives Lessee written notice of such failure, or, if such failure (which is
     not a failure to pay money) can be cured, but not within thirty (30) days,
     and Lessee does not commence to cure such failure within such thirty (30)
     day period and continuously prosecute the performance of the same to
     completion with due diligence;

          (iii) if Lessee becomes insolvent or makes an assignment for the
     benefit of creditors; or if any action is brought by Lessee seeking its
     dissolution or liquidation of its assets or seeking the appointment of a
     trustee, interim trustee, receiver or other custodian for any of its
     property; or if Lessee commences a voluntary proceeding under the Federal
     Bankruptcy Code; or if any action or petition is otherwise brought by
     Lessee seeking similar relief or alleging that it is insolvent or unable to
     pay its debts as they mature; or if any action is brought against Lessee
     seeking its dissolution or liquidation of any of its assets, or seeking the
     appointment of a trustee, interim trustee, receiver or other custodian for
     any of its property, and any such action is consented to or acquiesced in
     by Lessee or is not dismissed within ninety (90) days after the date upon
     which it was instituted; or if any proceeding under the Federal Bankruptcy
     Code is instituted against Lessee and (A) an order for relief is entered in
     such proceeding, or (B) such proceeding is consented to or acquiesced in by
     Lessee or is not dismissed within ninety (90) days after the date upon
     which it was instituted; or if any action or petition is otherwise brought
     against Lessee seeking similar relief or alleging that it is insolvent,
     unable to pay its debts as they mature or generally not paying its debts as
     they become due, and such action or petition is consented to or acquiesced
     in by Lessee or is not dismissed within thirty (30) days after the date
     upon which it was brought;

          (iv) If the leaseback to Sprint Collocator or other right by Sprint
     Collocator to use and occupy the Sprint Collocation Space is rejected by
     Lessee under Section 365 of the Federal Bankruptcy Code; or


                                       68



          (v) The occurrence of any "event of default" by any Additional Master
     Lease Lessee under any Cross-Defaulted Master Lease and Sublease will be
     deemed a separate breach hereof and an "event of default" hereunder.

     (f) Upon the occurrence of any event of default by Lessee under Section
31(e) in respect of any Site (or if Lessor or any applicable Sprint Additional
Party elects to terminate this Agreement in respect of any Site pursuant to
Section 12(c)), Lessor or any applicable Sprint Additional Party may terminate
this Agreement as to the applicable Site by giving Lessee written notice of
termination, and this Agreement will be terminated as to such Site, at the time
designated by Lessor or Sprint Collocator, as applicable, in its notice of
termination to Lessee, unless otherwise provided herein. Upon (i) the occurrence
of events of default not cured during the applicable time period for curing same
(whether of the same or different types), by Lessee under Section 31(e) and/or
by any Additional Master Lease Lessee under Section 31(e) of any Cross-Defaulted
Master Lease and Sublease, which defaults hereunder and thereunder are in
respect of more than twenty percent (20%) of the Cross-Defaulted Sites, in the
aggregate, during any consecutive five (5) year period, which (A) results in
material harm to the business and operations of Lessor, Sprint Collocator, the
Additional Master Lease Lessors and Additional Master Lease Collocators, as a
collective whole, and subject to arbitration under Section 31(h) and Section
31(h) of the other Cross-Defaulted Master Leases and Subleases, as applicable
(it being understood if a right of arbitration is exercised with respect to
whether an "event of default" has occurred under any Cross-Defaulted Master
Lease and Sublease as to any particular "event of default" declared under such
Cross-Defaulted Master Lease and Sublease, such right may not be exercised a
second time hereunder as a result of the fact that such "event of default" is
also an event of default under Section 31(e)(v)), and, (B) such default is not
the result of any default of Lessor or Sprint Collocator hereunder and/or a
default of an Additional Master Lease Lessor or Additional Master Lease
Collocator or the occurrence of one or more force majeure events, and (ii)
failure of Guarantor after reasonable advance notice from Lessor to perform its
payment obligations under Section 42 with respect to such event of default,
Lessor or Sprint Collocator may terminate this Agreement as to all Sites, by
giving Lessee written notice of termination (which notice shall contain a
reasonably specific description of each of such events of default), and this
Agreement will be terminated as to all Sites at the time designated by Lessor or
Sprint Collocator in its notice of termination to Lessee. Notwithstanding
anything to the contrary contained herein, if Lessee disputes that it is in
default hereunder, and Lessee is determined to be in default pursuant to Section
31(h), if Lessee (or Guarantor), within twenty (20) days following a
determination that it is in default under Section 31(h), commences cure of such
default and diligently completes same, an event of default with respect to
Lessor shall not be deemed to have occurred (it being understood that if the
underlying "event of default" occurred under another Cross-Defaulted Master
Lease and Sublease, any cure period shall run and cure right shall be
exercisable only under such Cross-Defaulted Master Lease and Sublease (and not
hereunder)).

     (g) Lessor, Sprint Collocator or Lessee, as applicable, may pursue any
remedy or remedies provided in this Agreement or any remedy or remedies provided
for or allowed by law or in equity, separately or concurrently or in any
combination, including, without limitation, (i) specific performance or other
equitable remedies; or (ii) money damages arising out of such default; or (iii)
in the case of Lessee's default, Lessor or Sprint Collocator may perform, on
behalf of Lessee, Lessee's obligations under the terms of this Agreement
pursuant to Section 31.


                                       69



Any exercise of remedies under any Cross-Defaulted Master Lease and Sublease
shall not limit or prevent the exercise of remedies hereunder.

     (h) Notwithstanding anything in this Agreement to the contrary, if (i) any
Party receives any notice of a default under this Agreement or (ii) Lessor, or
any Sprint Additional Party or Sprint Collocator gives Lessee a notice of
termination pursuant to Section 31(f), or (iii) Lessee gives Lessor or any
Sprint Additional Party a notice of termination under Section 31(b) or Section
31(d) (as applicable) the Party receiving any such notice shall have the right,
within ten (10) days after receipt of such notice (the "DECISION PERIOD"), to
initiate arbitration proceedings to determine the existence of any such default
or termination right. To the extent any such notices are also delivered at or
about the same time under other Cross-Defaulted Master Leases and Subleases, any
arbitration hereunder and under the other Cross-Defaulted Master Leases and
Subleases shall be one consolidated arbitration conducted by the same
arbitrators. Such arbitration proceedings will be initiated with three Qualified
Arbitrators, with one selected by each of Lessor and Lessee and the third
mutually selected by the Parties, each Party acting reasonably, and if the
Parties cannot agree the third arbitrator shall, selected by the two other
arbitrators. The arbitration will be held in Chicago, Illinois or such other
location as is mutually agreeable to the Parties. All arbitrations will be
governed by the applicable commercial rules of the American Arbitration
Association ("AAA") for accelerated arbitration proceedings. The arbitrators
will prepare in writing, and provide to the Parties, such arbitrators'
determination, including factual findings and the reasons on which the
determination was based. The decision of a majority of the arbitrators will be
final, binding and conclusive and will not be subject to review or appeal and
may be enforced in any court having jurisdiction over the Parties. During the
Decision Period and thereafter, if a Party elects to initiate arbitration
proceeding under this Section 31(h), until the conclusion of the arbitration
proceedings and the rendering of the decision of the arbitrators, any right or
remedy provided under this Agreement to the Party alleging the default or
termination right may not be exercised. "QUALIFIED ARBITRATOR" shall mean a
person with at least ten years experience in the commercial real estate
business, including experience with cellular tower assets.

     (i) A Party's pursuit of any one or more of the remedies provided in this
Agreement will not constitute an election of remedies excluding the election of
another remedy or other remedies, or a forfeiture or waiver of any amounts
payable under this Agreement as to the applicable Site by such Party or waiver
of any relief or damages or other sums accruing to such Party by reason of the
other Party's failure to fully and completely keep, observe, perform, satisfy
and comply with all of the agreements, terms, covenants, conditions,
requirements, provisions and restrictions of this Agreement. Notwithstanding
anything to the contrary contained in this Agreement, neither Party will be
liable to the other Party for indirect, incidental, special or consequential
damages, including but not limited to lost profits, however arising, even if a
Party has been advised of the possibility of such damages.

     (j) Either Party's forbearance in pursuing or exercising one or more of its
remedies will not be deemed or construed to constitute a waiver of any event of
default or of any remedy. No waiver by either Party of any right or remedy on
one occasion will be construed as a waiver of that right or remedy on any
subsequent occasion or as a waiver of any other right or remedy then or
thereafter existing. No failure of either Party to pursue or exercise any of its
powers, rights or remedies or to insist upon strict and exact compliance by the
other Party with any


                                       70



agreement, term, covenant, condition, requirement, provision or restriction of
this Agreement, and no custom or practice at variance with the terms of this
Agreement, will constitute a waiver by either Party of the right to demand
strict and exact compliance with the terms and conditions of this Agreement.
Except as otherwise provide herein, any termination of this Agreement pursuant
to Sections 31(b), 31(d) or 31(f), or partial termination of a Parties' rights
hereunder, shall not terminate or diminish any Parties' rights with respect to
the obligations that were to be performed on or before the date of such
termination.

     SECTION 32. QUIET ENJOYMENT.

     Lessee will, subject to the terms and conditions of this Agreement,
peaceably and quietly hold and enjoy the Leased Property of each Master Lease
Site and shall have the right provided herein to operate each Pre-Lease Site
during the Term thereof without hindrance or interruption from Lessor, any Party
comprising Sprint or any other Sprint Group Member.

     SECTION 33. NO MERGER.

     There will be no merger of this Agreement or any subleasehold interest or
estate created by this Agreement in any Site with any superior estate held by a
Party by reason of the fact that the same Person may acquire, own or hold,
directly or indirectly, both the subleasehold interest or estate created by this
Agreement in any Site and such superior estate; and this Agreement will not be
terminated, in whole or as to any Site, except as expressly provided in this
Agreement. Without limiting generality of the foregoing provisions of this
Section 33, there will be no merger of the subleasehold interest or estate
created by this Agreement in Lessee in any Site with any with any underlying fee
interest that Lessee may acquire in any Site that is superior or prior to such
subleasehold interest or estate created by this Agreement in Lessee.

     SECTION 34. BROKER AND COMMISSION.

     (a) All negotiations in connection with this Agreement have been conducted
by and between Lessor, Lessee and Sprint without the intervention of any Person
or other party as agent or broker other than Banc of America Securities LLC and
Citigroup Global Markets Inc. (the "FINANCIAL ADVISORS"), which are advising
Sprint Parent in connection with this Agreement and related transactions.

     (b) Each of Lessor, Lessee and Sprint Collocator (on behalf of its
Affiliates) warrants and represents to the other that there are no broker's
commissions or fees payable by it in connection with this Agreement by reason of
its respective dealings, negotiations or communications other than the advisor's
fee payable to the Financial Advisors which will be payable by Sprint Parent.
Lessor, Lessee and Sprint Collocator will, and do hereby indemnify, defend and
hold harmless each other from and against the Claims of any and all brokers,
agents and other intermediaries alleging a commission, fee or other payment to
be owing by reason of their respective dealings, negotiations or communications
in connection with this Agreement.

     SECTION 35. RECORDING OF MEMORANDUM OF AGREEMENT OR SITE DESIGNATION
SUPPLEMENT.


                                       71



     (a) Subject to the applicable provisions of the Agreement to Lease and
Sublease, for each Master Lease Site, upon the execution of this Agreement or
after any Conversion Closing, Lessee may, at its cost and expense, cause a
memorandum of agreement in the form attached hereto as Exhibit B to be filed in
the appropriate County property records (unless the Ground Lease for any
applicable Master Lease Site prohibits such recording) to provide constructive
notice to third parties of existence of this Agreement. In addition, Lessee may,
at its cost and expense, promptly following the execution of each Site
Designation Supplement, cause such Site Designation Supplement with respect to
the applicable Master Lease Site to be filed in the appropriate County property
records unless the Ground Lease for the applicable Site prohibits such
recording. The costs of recording the Site Designation Supplements shall be paid
as set forth in Section 3.8 of the Agreement to Lease and Sublease.

     (b) In addition to and not in limitation of any other provision of this
Agreement, the Parties will have the right to review and make corrections, if
necessary, to any and all exhibits to this Agreement or to the Site Designation
Supplements. After making such corrections, Lessee will re-record such Site
Designation Supplement to reflect such corrections, if requested by any Party,
at the expense of the requesting Party. The Parties will cooperate with each
other to cause changes to be made in the Site Designation Supplement for such
Site, if such changes are requested by either Party to evidence any permitted
changes in the description of the Sprint Collocation Space respecting such Site,
including, without limitation changes in Sprint Collocator's antennas or other
parts of its Communications Facility at such Site. In addition to, and not in
limitation of the foregoing, either Party will have the right, at its sole
expense, to cause any amendment to such Site Designation Supplement to be
recorded, including without limitation, in connection with such changes.

     SECTION 36. PURCHASE OPTION.

     (a) RIGHT TO PURCHASE. If this Agreement will not have been earlier
terminated, or an event of default by Lessee will not have occurred and be
continuing at the date of option exercise or the date fixed for purchase (as
such date is specified below), Lessee will have an option, exercisable no
earlier than one (1) year and no later than one hundred twenty (120) days prior
to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to elect to
purchase the right, title and interest of Lessor and any applicable Party
comprising Sprint or any other Person holding an interest therein by, through or
under Sprint or by acquisition thereof from Sprint from, on and after the
Effective Date (collectively, the "OPTION SELLERS") in all (but not less than
all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites,
Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s))
then subject to this Agreement for the net aggregate Option Purchase Price
attributable to the Purchase Sites (and on the other terms and subject to the
conditions specified in this Agreement). Lessee may exercise such purchase
option by submitting to the Option Sellers in writing an offer to purchase all
of the Purchase Sites within the Option Trigger Window in accordance with the
terms hereof, provided further, Lessee may only exercise such option if at or
about the same time as the exercise by Lessee of its purchase option hereunder,
each Additional Master Lease Lessee exercises its respective purchase option
pursuant to Section 36 of its respective Additional Master Leases and Sublease.
The Option Sellers will be obligated to sell, and Lessee will be obligated to
buy, all such Master Lease Sites at a closing to be effective as of the Purchase
Option Closing Date. Except as provided in this Section 36, Lessee will have no
right or option to purchase any Sites subject to


                                       72



this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf
of all Persons acquiring an interest in any Site (except for a Sprint Market
Assignee who signs a separate collocation agreement with Lessee) that their
rights in and to the Sites are subject to the provisions of this Section 36.

     (b) PAYMENT OF THE OPTION PURCHASE PRICE. Lessee will pay to the Option
Sellers the net aggregate Option Purchase Price for the Purchase Sites in cash
or immediately available funds on or prior to the closing of such sale. At the
closing of such sale, each of the Option Sellers will transfer or cause to be
transferred its applicable Purchase Sites, at Lessee's expense, to Lessee and
the Term as to the Purchase Sites will end. Risk of loss for the Purchase Sites
purchased pursuant to this Section 36 will pass from the Option Sellers to
Lessee upon payment of the applicable purchase price by Lessee to the Option
Sellers.

     (c) TRANSFER BY LESSOR. Any transfer of Purchase Sites by the Option
Sellers to Lessee pursuant to this Section 36 will include:

          (i) an assignment of each Option Seller's interest in any Ground Lease
     for such Purchase Site (which shall contain an assumption by Lessee of all
     of the obligations of such Option Seller under such Ground Lease and an
     agreement by Lessee to indemnify such Option Seller and each other Sprint
     Indemnitee from claims, losses or damages related to such obligations), a
     transfer of fee simple title to the Land for any Purchase Site which is an
     Owned Purchase Site, a transfer of each such Option Seller' interest in the
     applicable Tower and related assets (other than Sprint's Improvements or
     Sprint's Communications Equipment) and all appurtenances thereto; provided,
     that for so long as the Ground Lease, as amended, modified, or extended, is
     still in effect for any Purchase Site, Sprint Collocator will be entitled
     to lease the Sprint Collocation Space on each such Purchase Site from
     Lessee for successive five (5) year terms at rental rate equal to the
     then-current market rental rates for comparable locations; provided, that
     the Sprint Collocation Charge will thereafter be subject to increase on an
     annual basis at the beginning of each five (5) year term in an amount equal
     to the CPI Change; provided, if Lessee and Sprint Collocator fail to agree
     on a rental rate for one or more of the Purchase Sites, such rental rate
     will be determined for each applicable Purchase Site by a nationally
     recognized independent accounting firm mutually acceptable to Sprint
     Collocator and Lessee. The cost of the determination of the rental rate
     will be shared equally by Sprint Collocator and Lessee. Sprint Collocator
     will have the right to elect to terminate any such lease with respect to a
     Purchase Site as of the expiration of each five (5) year term by giving no
     less than sixty (60) days prior written notice of such termination to
     Lessee;

          (ii) to the extent legally transferable, all rights of each such
     Option Seller under or pursuant to warranties, representations and
     guarantees made by suppliers or manufacturers in connection with such
     Purchase Site, but excluding any rights to receive amounts under such
     warranties, representations and guarantees representing reimbursements for
     items paid by such Option Seller; and

          (iii) to the extent legally transferable, all known and unknown
     rights, claims, credits, causes of action, or rights to commence any causes
     of action or rights of


                                       73



     setoff of each such Option Seller against third parties relating to such
     Purchase Site arising on or after the date of transfer, including
     unliquidated rights under manufacturers' and vendors' warranties, but
     excluding all amounts representing reimbursements for items paid by such
     Option Seller.

     (d) EVIDENCE OF TRANSFER. Each of the Option Sellers and Lessee will enter
into assignments, deeds (with warranties of title as to such Option Sellers'
actions only), bills of sale and such other documents and instruments as the
other may reasonably request to evidence any transfer of such Purchase Sites.

     (e) TRANSFER TAXES. Any Transfer Taxes incurred in connection with the
transfer of Purchase Sites by the Option Sellers to Lessee pursuant to this
Section 36 will be divided equally between Lessor and Lessee.

     (f) NO WARRANTIES. Any transfer of a Purchase Site by any Option Seller to
Lessee pursuant to this Agreement will be "AS IS" and without any warranty
whatsoever by such Option Seller, except that in any transfer of a Purchase Site
by any such Option Seller to Lessee pursuant to this Agreement, such Option
Seller will warrant that the Option Seller has not previously transferred title
to such Purchase Site that is so transferred and will convey the interest of
such Option Seller with limited warranty stating that the Purchase Site is free
of Liens or other matters created or arising by, through or under the Option
Seller or any other Sprint Group Member from and after the Effective Date.

     SECTION 37. NET LEASE.

     This Agreement, insofar as it relates to the lease or the use and operation
by Lessee of any Site or the Leased Property on any Site is a net lease and,
except as otherwise expressly provided in Sections 14, 20, 31 and 41 of this
Agreement, will not terminate. Neither Lessee nor Sprint Collocator will be
entitled to any abatement, reduction, setoff, counterclaim, defense or deduction
with respect to any Rent, Pre-Lease Rent, Sprint Collocation Charge, amount
payable under Section 11(h) or other sum payable under this Agreement. Except as
otherwise expressly provided in Sections 14, 20, 31 and 41 of this Agreement,
the obligation of Lessee and Sprint Collocator under this Agreement will not be
affected by reason of: (a) any damage to or destruction of any Site or any part
of such Site by any cause whatsoever; (b) any condemnation of any Site; (c) any
prohibition, limitation, restriction or prevention of Lessee's use or enjoyment
of a Site by any Person; (d) any matter affecting title to any Site or any part
of such Site; (e) any loss of use or possession by Lessee of a Site or any
portion of such Site, by reason of title paramount or otherwise; (f) the
invalidity or unenforceability of any provision of this Agreement or the
impossibility or illegality of performance by Lessor or Lessee or both; (g) any
action of any Governmental Authority; or (h) any other cause or occurrence
whatsoever, whether similar or dissimilar to the foregoing.

     SECTION 38. COMPLIANCE WITH SPECIFIC FCC REGULATIONS.

     (a) Lessee understands and acknowledges that Tower Subtenants are engaged
in the business of operating Communications Equipment at each Site. The
Communications Equipment is subject to the regulations of the FCC, including
without limitation regulations


                                       74



regarding exposure by workers and members of the public to the radio frequency
emissions generated by Sprint's Communications Equipment. Lessee acknowledges
that such regulations prescribe the permissible exposure levels to emissions
from the Communications Equipment which can generally be met by maintaining safe
distances from such Communications Equipment. To the extent Lessee is required
to do so under applicable FCC regulations, Lessee will install, or cause the
Tower Subtenants to install, at its or their expense, such marking, signage or
barriers to restrict access to any Site as Lessee deems necessary in order to
comply with the applicable FCC regulations, with respect to Communications
Equipment other than Sprint's Communications Equipment, and with respect to
Sprint's Communications Equipment, Sprint Collocator will install same. To the
extent Lessee is required to do so under applicable FCC regulations, Lessee
further agrees to post, or to cause the Tower Subtenants to post, prominent
signage at all points of entry to each Site containing instructions as to any
potential risk of exposure and methods for minimizing such risk, with respect to
Communications Equipment other than Sprint's Communications Equipment, and with
respect to Sprint's Communications Equipment Sprint Collocator will install
same. Lessee will cooperate in good faith with Sprint Collocator to minimize any
confusion or unnecessary duplication that could result in similar signage being
posted with respect to any of Sprint's Communications Equipment at or near any
Site in respect of any Sprint Collocation Space on such Site.

     (b) Lessee further agrees to alert all personnel working at or near each
Site, including Lessee's maintenance and inspection personnel, to heed all of
Lessee's or Tower Subtenant's signage or restrictions with respect to such Site,
to maintain the prescribed distance from the Communications Equipment, and to
otherwise follow the posted instructions. Lessee further agrees to give each
Tower Subtenant at least ten (10) days' advance written notice of any repair or
maintenance work to be performed on any Site which would require work in closer
proximity to the Communications Equipment than prescribed by the signage or
restrictions, to abide by any provisions in the Collocation Agreement related to
such work and allow such work to be monitored by such Tower Subtenant, if
required by such Tower Subtenant.

     (c) Lessor and Sprint Collocator will cooperate (and Sprint Collocator
shall cause its Affiliates to cooperate) with each Tower Subtenant on a
going-forward basis with respect to each Site in order to help insure that such
Tower Subtenant complies with the applicable FCC regulations.

     (d) Sprint Collocator acknowledges and agrees that Sprint's Communications
Equipment at each Site is subject to the regulations of the FCC, including,
without limitation, regulations regarding exposure by workers and members of the
public to the radio frequency emissions generated by Sprint's Communications
Equipment and Sprint Collocator agrees to comply (and Sprint Collocator shall
cause its Affiliates to comply) with all FCC Regulations and all other
Applicable Laws. Sprint Collocator acknowledges that such regulations prescribe
the permissible exposure levels to emissions from its Communications Equipment
which can generally be met by maintaining safe distances from such
Communications Equipment. Sprint Collocator will install at its expense such
marking, signage, or barriers to restrict access to any of Sprint's
Communications Equipment on a Site in respect of any Sprint Collocation Space on
such Site as Sprint Collocator deems necessary in order to comply with the
applicable FCC regulations. Sprint Collocator will cooperate in good faith with
Lessee to minimize any confusion or unnecessary duplication that could result in
similar signage being posted with


                                       75



respect to any of Sprint's Communications Equipment at or near any Site in
respect of any Sprint Collocation Space on such Site. Sprint Collocator, at its
option, may also install signage at any Site identifying Sprint's Communication
Facility at such Site and providing for contact information in the case of
emergency.

     (e) Sprint Collocator further agrees to alert all personnel working at or
near each Site, including Sprint Collocator's maintenance and inspection
personnel, to maintain the prescribed distance from the Communications
Equipment, and to otherwise follow the posted instructions of Lessee.

     SECTION 39. TAX INDEMNITIES.

     (a) INCOME TAX INDEMNITY.

          (1) TAX ASSUMPTIONS. In entering into this Agreement and related
documents, the Sprint Group has made the following assumptions regarding the
characterization of the transactions contemplated under this Agreement for
federal income tax purposes (the "TAX ASSUMPTIONS"):

          (i) for federal income tax purposes, this Agreement will be treated as
     a "true lease" with respect to all of the Leased Property, the members of
     the Sprint Group will be treated, directly or indirectly through one or
     more entities that are classified as partnerships or disregarded entities
     for federal income tax purposes, as the owners and sublessors of the Leased
     Property, and Lessee will be treated (or, if Lessee is a disregarded entity
     for federal income tax purposes, the entity treated as the owner of Lessee
     for federal income tax purposes) as the lessee of the Leased Property;

          (ii) following the execution of this Agreement, the Sprint Group will
     be entitled to deduct, pursuant to Section 168(b) of the Code, depreciation
     deductions with respect to the Sprint Group's adjusted tax basis in the
     Leased Property using the same depreciation method(s) as in effect
     immediately before the execution of this Agreement ("FEDERAL DEPRECIATION
     DEDUCTIONS");

          (iii) prepaid Rent and Pre-Lease Rent with respect to each Site will
     be paid under a single lease subject to Section 467 of the Code and will be
     characterized in part as a loan under section 467 of the Code and Treasury
     Regulations issued under such section and the Sprint Group will be entitled
     to deduct interest attributable thereto with respect to each Site as set
     forth in Exhibit H;

          (iv) the only amounts that any Sprint Group Member will be required to
     include in gross income with respect to the transactions contemplated by
     this Agreement and related documents will be (A) Rent and Pre-Lease Rent as
     it accrues as rent in accordance with the terms of this Agreement and the
     application of Section 467 of the Code and Treasury Regulations issued
     under such section and as set forth in Exhibit H with respect to each Site;
     (B) any indemnity (including any gross up) pursuant to this Agreement; (C)
     any amounts paid or otherwise recognized pursuant to a voluntary sale or
     other disposition by any Sprint Group Member (other than a sale or
     disposition attributable to a default by Lessee and/or the exercise of
     remedies by Lessor or Sprint or


                                       76



     its Affiliates under this Agreement) of any Leased Property, it being
     understood for these purposes that a sale or disposition that may be deemed
     to have occurred on the Effective Date is not a sale; (D) proceeds upon
     Lessee's exercise of the purchase option pursuant to Section 36 of this
     Agreement; (E) any costs and expenses of Lessor or Sprint (and any interest
     thereon) paid or reimbursed by Lessee pursuant to this Agreement; (F)
     income attributable to the reversion of Alterations made by Lessee to
     Lessor at the end of the Term; (G) amounts expressly identified as interest
     in the Agreement and payable to Lessor or any Sprint Group Member; (H) any
     other amount to the extent such item of income results in an equal and
     offsetting deduction; and (I) any income or gain from an acceleration of
     Rent or Pre-Lease Rent as a result of the expiration or termination of a
     ground lease with respect to a Site listed in paragraphs 9 through 15 of
     Section 4.5 of the Contributors Disclosure Letter (as defined in the
     Agreement to Lease and Sublease); and

          (v) the combined effective federal and net state income Tax rate
     applicable to each Sprint Group Member will be thirty-nine percent (39%)
     (the "ASSUMED RATE"), comprised of thirty-five percent (35%) for the
     assumed federal rate and four percent (4%) (which is net of federal income
     Tax benefits) for the assumed state rate.

          (2) LESSEE'S REPRESENTATIONS AND COVENANTS. Lessee hereby represents
and covenants to each Sprint Group Member as follows:

          (i) Lessee, any Affiliate of Lessee, any assignee or sublessee of
     Lessee, and any user (other than Lessor or Sprint or its Affiliates) of any
     portion of the Leased Property will not claim depreciation deductions as
     the owner of any of the Leased Property for federal income Tax purposes
     during the Term (and thereafter unless Lessee purchases such property
     pursuant to Section 36 of this Agreement), with respect to such Leased
     Property or portion of such Leased Property, except with respect to
     Alterations financed by Lessee or such assignee, sublessee, or other user,
     nor will they take any other action in connection with filing a Tax return
     or otherwise which would be inconsistent with (i) the treatment of the
     Sprint Group Members as the direct or indirect owners and lessors of the
     Leased Property for federal income tax purposes, (ii) the Tax Assumptions,
     or (iii) Section 11 and Exhibit H of this Agreement.

          (ii) none of the Leased Property will constitute "tax-exempt use
     property" as defined in Section 168(h) of the Code other than solely as a
     result of use by Lessor, Sprint or its Affiliates and any other Person that
     is a Tower Subtenant as of the date of the Agreement to Lease and Sublease;

          (iii) on the Effective Date, no Alterations to any of the Leased
     Property will be required in order to render any of the Leased Property
     complete for its intended use by Lessee except for ancillary Severable
     Alterations that are customarily selected and furnished by lessees of
     property similar in nature to the Leased Property;

          (iv) Lessee has no current plan or intention of making any Alteration
     or repair with respect to any of the Leased Property that would not be
     treated as severable improvements or permitted nonseverable improvements
     within the meaning of Revenue Procedure 2001-28, 2001-1 C.B. 1156;


                                       77



          (v) Lessee has no current plan or intention of making any Alteration
     or repair with respect to any of the Leased Property the value of which as
     of the end of the Term with respect to such Leased Property would compel
     Lessee to exercise any of the purchase options under Section 36 of this
     Agreement; and

          (vi) Lessee is not obligated to exercise any of the purchase options
     provided in Section 36 of this Agreement, it has not decided whether it
     will exercise any of the purchase options provided in Section 36 of this
     Agreement, and it has no plans to enter into or incur such obligation or to
     make such decision in the immediate future.

          (3) INDEMNITY FOR TAX LOSSES.

          (i) If, as a result of

               (A) the inaccuracy of any representation of Lessee, or the breach
          of any covenant of Lessee, set forth in Section 39(a)(2) of this
          Agreement;

               (B) any act of Lessee, or any assignee or sublessee of Lessee or
          any user of the Leased Property (other than Lessor or Sprint or its
          Affiliates) during the Term, other than (i) the execution or delivery
          of the Transaction Documents and (ii) any act required under the
          Transaction Documents or any Permitted Act;

               (C) the failure by Lessee to perform any act required of it under
          any of the Transaction Documents;

               (D) any disposition of Leased Property attributable to a default
          by Lessee and/or the exercise of remedies under this Agreement;

               (E) the bankruptcy of Lessee; or

               (F) An inaccuracy, breach, act, or omission of or by Lessee under
          Section 39(a)(3) of any Cross-Defaulted Master Lease and Sublease.

any Sprint Group Member (each a "TAX INDEMNITEE") will not claim on the relevant
income tax return based upon a written opinion from independent tax counsel
reasonably acceptable to Lessee (setting forth in reasonable detail the facts
and analysis upon which such opinion is based) that there is no reasonable basis
as defined in Treas. Reg. Section 1.6662-3(b)(3) as in effect on the Effective
Date for claiming all or any portion of the Federal Income Tax Benefits, will
lose the right to claim all or any portion of the Federal Income Tax Benefits,
will suffer a loss of, disallowance of, or delay in obtaining all or any portion
of the Federal Income Tax Benefits, or will be required to recapture all or any
portion of the Federal Income Tax Benefits, or any Tax Indemnitee will suffer an
Inclusion (any such event being referred to as a "TAX LOSS"), then, within
thirty (30) days after receipt of a written demand from or on behalf of the Tax
Indemnitee


                                       78



describing in reasonable detail the Tax Loss and the computation of the amount
payable (a "TAX INDEMNITY NOTICE"), Lessee will pay to such Tax Indemnitee as an
indemnity the amount specified in the Tax Indemnity Notice. Subject to other
adjustments required by this Section 39(a)(3)(i), such indemnity payment will be
calculated in the Tax Indemnity Notice to equal, on an After-Tax Basis, the sum
of (y) the amounts of any additional federal and state income taxes payable by
such Tax Indemnitee for the taxable year (calculated at the Assumed Rate in the
case of a Tax Loss respecting Federal Income Tax Benefits and calculated at the
highest marginal applicable federal and state rates then in effect in the case
of a Tax Loss respecting an Inclusion) and any interest thereon (calculated to
the date such payment is made using the actual interest rates for underpayments
of tax applicable to the relevant periods), plus (z) the amount of any penalties
and additions to tax actually payable as a result of such Tax Loss and
attributable thereto. The indemnity payment will be a net lump-sum amount,
taking into account all past and anticipated future Tax Losses and Tax savings
at the Assumed Rate, and using a discount rate equal to the Applicable Federal
Rate (as defined in Code Section 1274(d)(1) then in effect) to present value
future Tax Losses and Tax savings. Any indemnity payment made pursuant to this
Section 39(a)(3)(i) will be made on an "AFTER-TAX BASIS" which means that any
such payment will also include a "gross-up" for any federal or state income
Taxes (determined at the highest marginal applicable federal and state rates
then in effect) payable by such Tax Indemnitee with respect to the receipt or
accrual of such indemnity payment, including such gross-up. Notwithstanding any
other provision of this Section 39(a)(3)(i) to the contrary, Lessee will not be
required to make any payment under this Section 39(a)(3)(i) earlier than, (a) in
the case of a Tax Loss that is not being contested pursuant to Section 39(d) of
this Agreement, the date such Tax Indemnitee (or the common parent of the
consolidated group in which it is a member, as the case may be) files the
applicable federal income Tax return, estimated or final as the case may be,
which would first properly reflect the additional federal income Tax that would
be due as a result of the Tax Loss and (b) in the case of a Tax Loss that is
being contested pursuant to Section 39(d) of this Agreement, thirty (30) days
after the date on which a Final Determination is made (or as otherwise provided
in Section 39(d)) and (c) twenty (20) days after the receipt by Lessee of the
Tax Indemnity Notice.

          (ii) Verification of Calculations. Lessee may timely request that any
     Tax Indemnity Notice be verified by a nationally recognized independent
     accounting firm or a lease advisory firm selected by Lessee and reasonably
     acceptable to such Tax Indemnitee. Such verification will be at Lessee's
     expense unless such accounting firm determines that the amount payable by
     Lessee is more than ten percent less than the amount shown on the Tax
     Indemnity Notice, in which event the Tax Indemnitee will pay such costs. In
     order to enable such independent accountants to verify such amounts, the
     Tax Indemnitee will provide to such independent accountants (for their
     confidential use and not to be disclosed to Lessee or any other person) all
     information reasonably necessary for such verification.

          (4) EXCEPTIONS. Notwithstanding any provision of this Section 39(a) to
the contrary, Lessee will not be required to make any payment to any Tax
Indemnitee in respect of any Tax Loss to the extent that any such Tax Loss
occurs as a result of one or more of the following:


                                       79



          (i) other than as a result of an Alteration by Lessee, the entry into
     a New Lease under Section 40 of this Agreement or any severance of this
     Agreement under Section 41, the determination that this Agreement is not a
     "true lease" for federal income tax purposes or that the members of the
     Sprint Group, directly or indirectly through one or more entities that are
     classified as partnerships or disregarded entities for federal income tax
     purposes, are not the owners or sublessors of the Leased Property, or that
     Section 467 of the Code does not apply to this Agreement in accordance with
     its terms;

          (ii) the voluntary sale, assignment, transfer, or other disposition or
     the involuntary sale, assignment, transfer, or other disposition
     attributable to the bankruptcy, insolvency or the breach of any covenant or
     obligation of the Tax Indemnitee set forth in the Transaction Documents of
     or by any such Tax Indemnitee or any of its Affiliates, in either case, of
     any of the Leased Property or portion of such Leased Property by any such
     Tax Indemnitee or any of its Affiliates other than a sale, assignment,
     transfer, or disposition (A) contemplated by the Transaction Documents; (B)
     otherwise resulting from the exercise by any Sprint Group Member of its
     rights or performance of its obligations under the Transaction Documents;
     or (C) attributable to a default by Lessee and/or exercise of remedies
     under this Agreement;

          (iii) the gross negligence or willful misconduct of such Tax
     Indemnitee;

          (iv) penalties, interest, or additions to Tax to the extent based upon
     issues unrelated to the transactions contemplated by this Agreement and
     related documents;

          (v) Lessee's exercise of the purchase option provided in Section 36 of
     this Agreement;

          (vi) the failure by the Sprint Group or any Sprint Group Member timely
     or properly to claim any Federal Income Tax Benefits or to exclude income
     on the appropriate Tax return other than in accordance with Section
     39(a)(3) of this Agreement;

          (vii) any failure of the Tax Indemnitee to have taken all the actions,
     if any, required of it by Section 39(d) of this Agreement to contest the
     Loss and such failure materially prejudices the ability to contest, and
     Lessee has a reasonable basis for such contest (other than a failure
     attributable in whole or part to the failure of Lessee to follow the
     procedures set forth in Section 39(d) of this Agreement);

          (viii) any change in Law enacted, adopted or promulgated on or after
     the date of the Agreement to Lease and Sublease, provided that this
     exclusion shall not apply to any (1) change in tax rates applicable to the
     making of any indemnity payment for a Tax Loss (a) respecting Federal
     Income Tax Benefits on an After-Tax basis or (b) respecting an Inclusion or
     (2) substitution or replacement of any Leased Property after a change in
     Law;

          (ix) the failure of the Sprint Group, or any single Sprint Group
     Member, to have sufficient income or Tax liability to benefit from the
     Federal Income Tax Benefits;


                                       80



          (x) the inclusion of income by a Sprint Group Member as a result of
     the reversion of Alterations made by Lessee to Lessor at the end of the
     Term;

          (xi) a determination that Sprint is not holding the Leased Property in
     the ordinary course of a trade or business or that Sprint did not enter
     into the transactions contemplated by the Transaction Documents for profit;

          (xii) the existence of, or any consequence of, the prepayment of the
     Rent, or the application of Section 467 of the Code or the Treasury
     regulations promulgated thereunder, provided that the Lessee makes all
     payments when due and accrues all rental expense in accordance with the
     Proportional Rent as set forth in Exhibit H and provided further that this
     exclusion will not apply to the entry into a New Lease under Section 40 of
     this Agreement or any severance of this Agreement under Section 41;

          (xiii) any tax election by a Sprint Group Member that is inconsistent
     with the Tax Assumptions to the extent of a resulting increase in the
     Lessee's indemnity obligations hereunder;

          (xiv) a Tax Loss with respect to any period occurring after (and not
     simultaneously with) (1) the expiration or earlier termination of the Term
     with respect to a Site or (2) the return to Sprint of the Leased Property
     related to a Site, in either case other than interest, fines, penalties and
     additions to tax resulting from a Tax Loss that would not be excluded under
     this clause (xvi);

          (xv) the breach or inaccuracy of any representation, warranty or
     covenant by any Sprint Group Member in any of the Transaction Documents
     (except to the extent such breach or inaccuracy is attributed to a breach
     or inaccuracy of any representation, warranty or covenant of Lessee or an
     Affiliate under the Transaction Documents);

          (xvi) any exclusion under Section 39(a)(4) of any Cross-Defaulted
     Master Lease and Sublease.

     (b) GENERAL TAX INDEMNITY.

          (1) Lessee agrees to pay and to indemnify, protect, defend, save, and
keep harmless each Sprint Group Member on an After-Tax Basis, from and against
any and all Taxes upon or with respect to (A) any of the Leased Property, any
portion of such Leased Property, or any interest therein (B) the acquisition,
purchase, sale, financing, leasing, subleasing, ownership, maintenance, repair,
redelivery, alteration, insuring, control, use, operation, delivery, possession,
repossession, location, storage, refinancing, refund, transfer of title,
registration, reregistration, transfer of registration, return, or other
disposition of any of the Leased Property or any portion of such Leased
Property, or interest in such Leased Property, (C) the rental payments,
receipts, or earnings arising from the Leased Property, any portion of such
Leased Property, or any interest in such Leased Property, or payable pursuant to
this Agreement, or any other payment or right to receive payment pursuant to any
related document, or (D) any Alteration, removal, substitution, maintenance, or
repair of any of the Leased Property


                                       81



          (2) EXCLUSIONS FROM GENERAL TAX INDEMNITY. The provisions of Section
16 and Section 39(b)(1) will not apply to, and Lessee will have no
responsibility under Section 16 and no liability under Section 39(b)(1) with
respect to:

          (i) Taxes on any Sprint Group Member (other than such Taxes that are
     sales, use, rental, property, stamp, document filing, license, or ad
     valorem Taxes, or value added Taxes that are in the nature of or in lieu of
     such Taxes) imposed on any such member that are franchise Taxes, privilege
     Taxes, doing business Taxes, or Taxes imposed on, based on or measured by,
     gross or net income, receipts, capital, or net worth of any such member
     which are imposed by any state, local, or other taxing authority within the
     United States or by any foreign or international taxing authority;

          (ii) Taxes imposed by any jurisdiction on any Sprint Group Member
     solely as a result of its activities in such jurisdiction unrelated to the
     transactions contemplated by this Agreement and related documents;

          (iii) Taxes on any Sprint Group Member that would not have been
     imposed but for the willful misconduct or gross negligence of any such
     member or an Affiliate of any Sprint Group Member or the inaccuracy or
     breach of any representation, warranty, or covenant of such Tax Indemnitee
     or any of its Affiliates under the Transaction Documents (except to the
     extent such inaccuracy or breach is attributed to an inaccuracy or breach
     of any representation, warranty or covenant of Lessee or an Affiliate under
     the Transaction Documents);

          (iv) Taxes which are attributable to any period or circumstance
     occurring after the expiration or earlier termination of the Term with
     respect to a Site, except to the extent attributable to (I) a failure of
     Lessee or any of its transferees or sublessees or users of the Leased
     Property (other than Lessor or Sprint or its Affiliates) to fully discharge
     its obligations under this Agreement and related documents, (II) Taxes
     imposed on or with respect to any payments that are due after the
     expiration or earlier termination of the Term with respect to a Site and
     which are attributable to a period or circumstance occurring prior to or
     simultaneously with such expiration or earlier termination, (III) the entry
     into a New Lease under Section 40 of this Agreement; or (IV) any severance
     of this Agreement under Section 41;

          (v) any Tax that is being contested in accordance with the provisions
     of Section 39(d) during the pendency of such contest, but only for so long
     as such contest is continuing in accordance with Section 39(d) and payment
     is not otherwise required pursuant to Section 39(d);

          (vi) Taxes imposed on a Tax Indemnitee that would not have been
     imposed but for any act of such Tax Indemnitee (or any Affiliate thereof)
     that is expressly prohibited, or omission of an act that is expressly
     required, as the case may be, by any Transaction Document;

          (vii) Taxes that would not have been imposed but for any voluntary
     sale, assignment, transfer, pledge, or other disposition or hypothecation
     or the involuntary sale,


                                       82



     assignment, transfer, or other disposition attributable to the bankruptcy,
     insolvency or the breach of any covenant or obligation of the Tax
     Indemnitee set forth in the Transaction Documents of or by any such Tax
     Indemnitee, in either case, of any of the Leased Property or portion of
     such Leased Property by any such Tax Indemnitee other than a sale,
     assignment, transfer, or disposition (A) contemplated by the Transaction
     Documents, (B) otherwise resulting from the exercise by any Sprint Group
     Member of its rights or performance of its obligations under the
     Transaction Documents or (C) attributable to a default by Lessee and/or
     exercise of remedies under this Agreement;

          (viii) Taxes imposed on a Tax Indemnitee that would not have been
     imposed but for such Tax Indemnitee's (or Affiliate's) breach of its
     contest obligations under Section 39(d) (but only to the extent such breach
     materially prejudices the Lessee's ability to contest such Taxes or results
     in an increase in the amount of Lessee's indemnification obligation
     hereunder);

          (ix) Taxes imposed on a Tax Indemnitee in the nature of interest,
     penalties, fines and additions to Tax to the extent based upon issues
     unrelated to the transactions contemplated by the Transaction Documents;

          (x) Taxes imposed on any Sprint Group Member that are United States
     federal, state or local net income Taxes of any such member;

          (xi) Taxes imposed in connection with or as a result of the leasing or
     use of the Sprint Collocation Space by Sprint or its Affiliates or the
     payment or accrual of the Sprint Collocation Charge; or

          (xii) Taxes to the extent that they are not the responsibility of
     Lessee as described in Section 16(a) without regard to this subsection.

The provisions of this Section 39(b)(2) will not apply to any Taxes imposed in
respect of the receipt or accrual of any payment made by Lessee on an After-Tax
Basis.

          (3) REPORTS. If any report, return, certification, or statement is
required to be filed with respect to any Tax that is the responsibility of
Lessee under Section 16 or is subject to indemnification under this Section
39(b), Lessee will timely prepare and file the same to the extent permitted by
law (except for (i) any report, return, or statement relating to any net income
Taxes or, (ii) any report, return, or statement relating to any other Taxes not
subject to indemnity under Section 39(b)(2)(i) or any Taxes in lieu of or
enacted in substitution for any of the foregoing, except that, in such cases,
Lessee will timely provide information necessary to file such report, return, or
statement, (iii) any report, return, or statement relating to Property taxes or
(iv) any other report, return, certification, or statement which any Sprint
Group Member has notified Lessee that such member intends to prepare and file);
provided, that any Sprint Group Member will have furnished Lessee, at Lessee's
expense, with such information reasonably necessary to prepare and file such
returns as is within such member's control. Lessee will either file such report,
return, certification, or statement and send a copy of such report, return,
certification, or statement to the member, or, where not so permitted to file,
will notify the member of such requirement within a reasonable period of time
prior to the due date for filing


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(without regard to any applicable extensions) and prepare and deliver such
report, return, certification, or statement to the member. In addition, within a
reasonable time prior to the time such report, return, certification, or
statement is to be filed, Lessee will, to the extent permitted by law, cause all
billings of such Taxes to be made to each Sprint Group Member in care of Lessee,
make such payment, and furnish written evidence of such payment. Lessee will
furnish promptly upon written request such data, records and documents as any
Sprint Group Member may reasonably require of Lessee to enable such member to
comply with requirements of any taxing jurisdiction arising out of such member's
participation in the transactions contemplated by this Agreement and related
documents.

          (4) PAYMENTS. With the exception of Property Taxes, any Tax for which
Lessee is responsible under Section 16 or any tax indemnified under this Section
39(b) will be paid by Lessee directly when due to the applicable taxing
authority if direct payment is permitted, or will be reimbursed to the
appropriate Sprint Group Member on demand if paid by such member in accordance
herewith. Property Taxes will be paid in accordance with Sections 16(b) and (c).
Except as explicitly provided in Section 16 or as otherwise provided in this
Section 39(b), all amounts payable to a Sprint Group Member under Section 16 or
this Section 39 will be paid promptly in immediately available funds, but in no
event later than the later of (i) ten (10) business days after the date of such
demand or (ii) two (2) Business Days before the date the Tax to which such
amount payable relates is due or is to be paid and will be accompanied by a
written statement describing in reasonable detail the Tax and the computation of
the amount payable. Such written statement will, at Lessee's request, as long as
payment is not delayed, be verified by a nationally recognized independent
accounting firm selected by such member. Such verification will be at Lessee's
expense unless the accounting firm determines that the amount payable by Lessee
is more than ten percent less than the amount shown on such written statement,
in which event, the applicable Sprint Group Member will pay such costs. In the
case of a Tax subject to indemnification under this Section 39(b) which is
properly subject to a contest in accordance with Section 39(d), Lessee (i) will
be obligated to make any advances with respect to such Tax whenever required
under Section 39(d) and (ii) will pay such Tax (in the amount finally determined
to be owing in such contest) on an After-Tax Basis prior to the latest time
permitted by the relevant taxing authority for timely payment after a final
determination.

     (c) TAX SAVINGS. If, by reason of any payment made, or events giving rise
to such payment, to or for the account of any Tax Indemnitee by Lessee pursuant
to Section 39(a) or 39(b), such Tax Indemnitee at any time realizes a reduction
in any Taxes or receives a refund which was not taken into account previously in
computing such payment by Lessee to or for the account of the Tax Indemnitee,
then the Tax Indemnitee will pay to Lessee an amount equal to such actual
reduction in Taxes or such refund (including interest received), plus the amount
of any additional reduction in Taxes of the Tax Indemnitee attributable to the
payment made by the Tax Indemnitee to Lessee pursuant to this sentence;
provided, however, that (A) the Tax Indemnitee will not be obligated to make
such payment with respect to any net Tax savings or refund to the extent that
the amount of such payment would exceed the excess of (x) all prior indemnity
payments (excluding costs and expenses incurred with respect to contests) made
by Lessee over (y) the amount of all prior payments by the Tax Indemnitee to
Lessee; provided, that any such excess tax savings realized (or deemed realized)
by such Tax Indemnitee which are not paid to Lessee as a result of this
subclause (A) will be carried forward and reduce Lessee's obligations to make
subsequent payments to such Tax Indemnitee pursuant to Section 39 of this


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Agreement; and (B) if any such Tax savings or refund realized by such the Tax
Indemnitee, or any tax savings taken into account for purposes of determining
"After-Tax Basis" will be lost or otherwise determined to be unavailable, such
lost or otherwise unavailable Tax savings or refund will be treated as a Tax for
which Lessee must indemnify the Tax Indemnitee pursuant to Section 39(a) or
39(b), as the case may be (without regard to the exceptions in Section 39(a)(4)
and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv),
39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of this Section 39(c), each Tax
Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is
assumed to be taxable at the actual rate.

     (d) CONTEST RIGHTS. In the event that any Tax Indemnitee receives any
written notice of any potential claim or proposed adjustment against such Tax
Indemnitee that would result in a Tax Loss or a Tax against which Lessee may be
required to indemnify pursuant to Section 39(a) or 39(b) (a "TAX CLAIM"), such
Tax Indemnitee will promptly notify Lessee of the claim and provide Lessee with
information relevant to such claim; provided, that the failure by the Tax
Indemnitee to provide any such information will not be treated as a failure to
comply with this Section 39(d) unless the failure materially prejudices the
conduct of such contest. With respect to Taxes indemnified under Section 39(b),
Lessee will control the contest at Lessee's expense. With respect to Taxes
indemnified under Section 39(a), the Tax Indemnitee will control the contest at
Lessee's expense but will consult with Lessee in good faith, but Lessee may
require the Tax Indemnitee to contest such Tax Claim at Lessee's expense and, in
that event, the Tax Indemnitee will consult with Lessee in good faith, but the
Tax Indemnitee will retain ultimate control over such contest. The Tax
Indemnitee will not be obligated to contest any Tax Claim unless (i) in the case
of a contest with respect to federal income Taxes, prior to taking the first
such required action, Lessee will have furnished to the Tax Indemnitee an
opinion of a nationally recognized, independent tax counsel chosen by Lessee and
reasonably acceptable to the Tax Indemnitee to the effect that there is a
reasonable basis as defined in Treas. Reg. Section 1.6662-3(b)(3) as in effect
(on the Effective Date) for the position to be asserted in contesting the matter
in question, (ii) no event of default by Lessee under this Agreement will have
occurred and be continuing, (iii) such contest does not involve a material risk
to the Tax Indemnitee of sale, forfeiture, or loss of, or the creation of any
lien on, any of the Leased Property or the imposition of criminal penalties and
(iv) if Lessee reasonably requests, and the Tax Indemnitee elects to pursue, a
contest that requires payment of the Tax as a condition to pursuing the contest,
Lessee will loan, on an interest-free basis, sufficient funds to the Tax
Indemnitee to pay the Tax and any interest or penalties due on the date of
payment, and will fully indemnify the Tax Indemnitee for any adverse Tax
consequences resulting from such advance. The Tax Indemnitee will not make,
accept, or enter into a settlement or other compromise with respect to any Taxes
indemnified pursuant to Section 39(a) or forego or terminate any such proceeding
with respect to Taxes indemnified pursuant to this Section 39(b), without the
prior written consent of Lessee, which consent will not be unreasonably
withheld. The Tax Indemnitee will not be required to appeal any adverse decision
of the United States Tax Court, a Federal District Court, or any comparable
trial court unless Lessee will have furnished to the Tax Indemnitee an opinion
of a nationally recognized, independent tax counsel chosen by Lessee and
reasonably acceptable to the Tax Indemnitee, to the effect that there is
substantial authority for the position to be asserted in appealing the matter in
question. Sprint Collocator shall cause its Affiliates to comply with their
obligations under this Section 39(e).


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     (e) TAX RECORDS. Lessor, Sprint and Lessee agree to furnish or cause to be
furnished to each other, upon request, as promptly as practicable, such
information and assistance relating to the Sites (including, without limitation,
access to books and records) as is reasonably necessary for tax purposes.
Lessor, Sprint and Lessee will retain all books and records with respect to
Taxes indemnifiable under Section 39(b) or payable under Section 16 pertaining
to the Sites for a period of at least seven (7) years following the close of the
tax year to which the information relates, or sixty (60) days after the
expiration of any applicable statute of limitations, whichever is later. At the
end of such period, each Party will provide the other with at least sixty (60)
days' prior written notice before destroying any such books and records, during
which period the Party receiving such notice can elect to take possession, at
its own expense, of any books and records reasonably required by such Party for
tax purposes. Lessor, Sprint and Lessee will cooperate with each other in the
conduct of any audit or other proceeding relating to Taxes involving the Sites.

     (f) SURVIVAL. The agreements and indemnitees contained in this Section 39
shall survive the termination of this Agreement with respect to any Site.

     SECTION 40. LESSEE LENDER PROTECTIONS.

     For any Lessee Lender, if Lessor is given written notice specifying the
name and address of the Lessee Lender, or its servicing agent, and the
applicable title of an officer or other responsible individual charged with
processing notices of the type required under this Section 40, then the
following provisions shall apply with respect to such Lessee Lender for so long
as any Mortgage granted by Lessee to such Lessee Lender shall remain unsatisfied
of record:

     (a) MODIFICATION, TERMINATION OR SURRENDER OF AGREEMENT.

          (i) The Lessee Lender shall not be bound by any modification or
     amendment of this Agreement in any respect so as to materially increase the
     liability of Lessee hereunder or materially increase the obligations or
     materially decrease the rights of Lessee without the prior written consent
     of the Lessee Lender, which consent shall no be unreasonably withheld.
     Further, this Agreement may not be surrendered or terminated other than in
     compliance with the provisions of this Section 40). Any such modification,
     amendment, surrender or termination not in accordance with the provisions
     of this Section 40 shall not be binding on any such Lessee Lender or any
     other Person who acquires title to its foreclosed interest.

          (ii) In addition, from time to time upon the request of a Lessee
     Lender (but not more than three (3) times in any one (1) year period
     (excluding the first year following the Effective Date), Lessor shall
     execute and deliver to such Lessee Lender an estoppel certificate in a form
     reasonably acceptable to Lessor and the Lessee Lender.

     (b) NOTICE AND CURE RIGHTS.

          (i) Lessor, upon serving Lessee with any notice of default under the
     provisions of, or with respect to, this Agreement, shall also serve a copy
     of such notice upon the Lessee Lender (in the same manner as required by
     for notices to Lessee) at the


                                       86



     address specified herein, or at such other address as a Lessee Lender shall
     designate in writing to Lessor.

          (ii) In the event of a default or breach by Lessee under this
     Agreement, the Lessee Lender shall have the right, but not the obligation,
     to remedy such event, or cause the same to be remedied, within ten days
     (10) days after the expiration of all applicable grace or cure periods
     provided to Lessee in this Agreement, in the event of a monetary default or
     breach, or within sixty (60) days after the expiration of all applicable
     grace or cure periods provided to Lessee in this Agreement in the event of
     any other breach or default, and Lessor shall accept such performance by or
     at the instance of the Lessee Lender as if the same had been made by
     Lessee, provided, that if any such non-monetary default or breach that is
     capable of cure requires Lessee Lender to acquire possession of the
     Lessee's interest in the Sites that are the subject of such breach or
     default, such period will be extended for such reasonable period as may be
     required to obtain such possession and cure such default of breach;
     provided, however, during such extended period, Lessee Lender must continue
     to cure other defaults and breaches in accordance with the provisions of
     this Section 40(b)(ii).

          (iii) In the event of the termination of this Agreement prior to the
     expiration of the Term of this Agreement as provided herein for any reason
     (other than Lessee's failure to cure under (ii) above), including pursuant
     to Section 365 of the federal bankruptcy code, as amended from time to
     time, including any successor legislation thereto, or otherwise, Lessor
     shall serve upon Lessee Lender written notice that this Agreement has been
     terminated, together with a statement of any and all sums due under this
     Agreement and of all breaches and events of default under this Agreement,
     if any, then known to Lessor. Lessee Lender thereupon shall have the
     option, which option must be exercised by Lessee Lender's delivering notice
     to Lessor within then (10) Business Days after the Lessee Lender's receipt
     of notice from Lessor that the Lease has been terminated to cure any such
     Lessee breaches or Lessee events of default (and any Lessee breaches or
     Lessee events of default not susceptible of being cured by the Lessee
     Lender shall be deemed to have been waived) and the right to enter into a
     new lease (the "NEW LEASE") (i) effective as of the date of termination of
     this Agreement, (ii) for the remainder of what otherwise would have been
     the Term of this Agreement but for such termination, (iii) at and upon all
     the agreements, terms, covenants, and conditions of this Agreement (with no
     Rent or Pre-Lease Rent payable thereunder), and (iv) including any
     applicable right to exercise the purchase option under Section 36
     (collectively, the "NEW LEASE TERMS"). Upon the execution and delivery of a
     new lease under this Section 40, all Collocation Agreements and other
     agreements which theretofore may have been assigned to the Lessor (or
     reverted back to Lessor as a matter of law) thereupon shall be assigned and
     transferred, without recourse, representation or warranty, by Lessor to the
     lessee named in such new lease.

          (iv) Any notice or other communication which a Lessee Lender shall
     desire or is required to give to or serve upon Lessor shall be deemed to
     have been duly given or served if sent to Lessor in accordance with the
     provisions of this Agreement at the address set forth herein.


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     (c) PARTICIPATION IN CERTAIN PROCEEDINGS AND DECISIONS. Any Lessee Lender
shall have the right to intervene and become a party, but only with respect to
Lessee's involvement, in any Arbitration, litigation, condemnation or other
proceeding affecting this Agreement to the extent of its security interest
herein. Lessee's right to make any election or decision under this Agreement
that is required or permitted to be made by Lessee with respect to the
negotiation or acceptance of any Award or insurance settlement shall be subject
to the prior written approval of such Lessee Lender.

     (d) NO MERGER. Without the written consent of each Lessee Lender, the
leasehold interest created by this Agreement shall not merge with the fee
interest in all or any portion of the Sites, notwithstanding that the fee
interests and the leasehold interests are held at any time by the same Person.

     (e) ENCUMBRANCES ON PERSONAL PROPERTY AND SUBLEASES. Lessor hereby consents
to Lessee's grant, if any, to any Lessee Lender of a security interest in the
personal property owned by Lessee and located at the Sites and a collateral
assignment of subleases of the interest of Lessee in all or any portion of the
Sites and the rents, issues and profits therefrom, if any and a pledge of any
equity interests in Lessee. Lessor agrees that any interest that Lessor may have
in such personal property, whether granted pursuant to this Agreement or by
statute, shall be subordinate to the interest of any Lessee Lender.

     (f) NOTICE OF DEFAULT UNDER ANY SECURED LESSEE LOAN. Lessee shall promptly
deliver to Lessor a true and correct copy of any such notice of default, notice
of acceleration or other notice regarding a default by Lessee under a Secured
Lessee Loan after Lessee's receipt of the same.

     (g) CASUALTY AND CONDEMNATION PROCEEDS. Notwithstanding anything in this
Agreement to the contrary, in the event of any casualty to or condemnation of
any Site or any portion thereof during such time as any Secured Lessee Loan
shall remain unsatisfied, the Lessee Lender shall be entitled to receive all
insurance Proceeds and/or condemnation awards (up to the amount of the
indebtedness secured by the Lessee Loan) otherwise payable to Lessee and apply
same to restoration of the Leased Property in accordance with the provisions of
this Agreement (to the extent required by the terms of this Agreement); provided
that if the Leased Property is not required to be restored pursuant to the terms
of this Agreement, such Proceeds may be applied to the Secured Lessee Loan. Upon
the Lessee Lender's request, the name of such Lessee Lender may be added to the
"Loss Payable Endorsement" of any and all insurance policies required to be
carried by Lessee hereunder.

     (h) OTHER. Notwithstanding any other provision of this Agreement to the
contrary, (i) Lessor shall not be obligated to provide the benefits and
protections afforded to Lessee Lenders in this Section 40 to more than two (2)
Lessee Lenders at any given time or (ii) in no event whatsoever will there be
any subordination of the rights and interests of Lessor or of Sprint Collocator
or its Affiliates in and to the Sprint Collocation Space by virtue of any
Mortgage granted by Lessee to any Lessee Lender and each Lessee Lender will,
upon request, confirm such fact in writing. If there is more than one Lessee
Lender subject to the provisions of this Section 40, Lessor shall recognize the
Lessee Lender exercising rights afforded by this Section 40 whose Secured Lessee
Loan is most senior in lien (unless a Lessee Lender junior in lien


                                       88



requires that the holder thereof have a superior entitlement to such rights, and
the other Lessee Lender senior in lien shall agree in writing to such request,
in which event such recognition shall be of the holder of that Secured Lessee
Loan), provided that such Lessee Lender shall have complied with the provisions
of this Section 40; provided, however, that Lessor shall have no obligation to
determine which Lessee Lender is indeed senior in lien and shall have no
liability to either Lessee Lender for an erroneous determination, if Lessor
attempts to make such a determination, so long as such determination is made in
good faith based upon the evidence and information of lien priority provided to
Lessor by the Lessee Lenders. Each Lessee Lender shall have the right to appear
in any arbitration or other material proceedings arising under this Agreement
and to participate in any and all hearings, trials and appeals in connection
therewith, but only to the extent related to the rights or obligations of Lessee
in the matter that is the subject of the arbitration or proceedings or to
protect the security interest of Lessee in the Leased Property.

     (i) RECOURSE OF LESSOR. Lessor's recourse against any Lessee Lender shall
be expressly limited to the Lessee Lender's interest in this Agreement and in
the Sites and any and all real, personal and intangible property associated with
the Sites (including without limitation, any revenues from any Collocation
Agreements or any Proceeds or Awards).

     SECTION 41. FINANCEABLE SITES AND SEVERED LEASES.

     (a) NON-FINANCEABLE SITES. With respect to each Site that is not a
Financeable Site on the Effective Date, Lessee will use commercially reasonable
efforts to make each such Site a Financeable Site prior to the one-year
anniversary of the Effective Date. In connection therewith, Lessee will take
such actions and incur such costs, expenses and fees as are commercially
reasonable in light of Lessee's financing structure.

     (b) MUTUAL COOPERATION. In connection with Lessee's efforts under this
Section 41(b), Lessor and the Sprint Additional Parties shall (and shall cause
its Affiliates to) be actively involved with Lessee in all material aspects of
the efforts to make all Sites Financeable Sites and shall use commercially
reasonable efforts to cooperate with Lessee in such respect (but without
obligation to pay any out-of-pocket costs, expenses or fees in respect thereof
or related thereto). Lessee shall provide to Lessor and the Sprint Additional
Parties information in reasonable detail from time to time with respect to the
actions taken by Lessee pursuant to this Section 41, and Lessor and the Sprint
Additional Parties shall have the right to request, which request shall be
reasonably approved by Lessee, to directly contact the applicable Parties in an
effort to cause any Site to become a Financeable Site; provided that the
foregoing shall not obligate Lessor or the Sprint Additional Parties to expend
any amounts in connection therewith and may not obligate Lessee to expend any
amounts in connection therewith.

     (c) FAILURE OF SITES TO BE FINANCEABLE.

          (i) Within thirty (30) days following the one-year anniversary of the
     Effective Date, Lessee will deliver to Lessor a written statement listing
     all the Sites that are not Financeable Sites (the "PRELIMINARY
     NON-FINANCEABLE SITES STATEMENT") together with any Non-Financeable Site
     supporting documentation that Lessee deems relevant to be delivered
     therewith. Within fifteen (15) Business Days after receipt by Lessor of the


                                       89



     Preliminary Non-Financeable Sites Statement, Lessor shall have the right to
     request Non-Financeable Site Supporting Documentation reasonably required
     by Lessor. Lessor will have thirty (30) days following its receipt of the
     Preliminary Non-Financeable Sites Statement and all Non-Financeable Site
     Supporting Documentation requested by Lessor in a timely manner as provided
     herein to notify Lessee of any objection with respect to the inclusion on
     such statement of a Site as not being a Financeable Site (and must state
     any such objection on a Site-by-Site basis, together with a reasonably
     detailed explanation of such objection). If Lessor does not so notify
     Lessee of any such objection to a specific Site not being a Financeable
     Site within such thirty (30) day period in accordance with this Section
     41(c), the Preliminary Non-Financeable Sites Statement with respect to such
     Site will be deemed to be the final non-financeable sites statement (the
     "FINAL NON-FINANCEABLE SITES STATEMENT"). All Sites on the Final
     Non-Financeable Site Statement shall be deemed to be "NON-FINANCEABLE
     SITES."

          (ii) Lessor and Lessee will cooperate in good faith for ten (10)
     Business Days to resolve any dispute relating to the Preliminary
     Non-Financeable Sites Statement. If the Parties are unable to resolve any
     dispute relating to the Preliminary Non-Financeable Sites Statement within
     such ten (10) Business Day period, the Parties will initiate arbitration
     proceedings in accordance with the provisions of Section 31(h) to seek
     final determination of which Sites are included on the Final
     Non-Financeable Site Statement.

          (iii) If the sum of (x) the aggregate amount of the Non-Financeable
     Sites Financing Costs for all Non-Financeable Sites included on the Final
     Non-Financeable Sites Statement rendered pursuant to this Agreement and (y)
     the Non-Financeable Sites Financing Costs for all Non-Financeable Sites
     included on the Final Non-Financeable Sites Statement (under and as defined
     in each Additional Master Lease and Sublease) (collectively, the "TOTAL
     NON-FINANCEABLE SITE FINANCING COSTS") exceeds $10,000,000, the Sprint
     Additional Parties will pay to Lessee and the lessee under each Additional
     Master Lease and Sublease in aggregate one payment (which payment shall be
     divided between Lessee and the Additional Master Lease Lessees based upon
     agreement as between such Persons) in an amount equal to fifty percent
     (50%) of the positive excess of (A) the Total Non-Financeable Sites
     Financing Costs over (B) $10,000,000 by wire transfer of immediately
     available funds to an account jointly designated in writing by Lessee and
     the Additional Master Lessees; provided, however, that the Sprint
     Additional Parties shall have no obligation to pay any such amount
     attributable to any matter for which any Lessee Indemnitee has received
     payment pursuant to a claim for indemnification under Article 9 of the
     Agreement to Lease and Sublease.

     (d) SEVERANCE OF AGREEMENT.

          (i) In order for Lessee's Affiliates from time to time to cause the
     financing of Sites, Lessee shall have the right to cause the severance of
     this Agreement (or future Severance Leases) into multiple Severance Leases
     and have the "lessee's/operator's" right under such Severance Lease for the
     Severed Sites (as well as the "lessor's" right under the Sprint Collocation
     Agreement with respect to the Severed Sites) assumed by a GSI Financing
     Subsidiary, provided this Lease shall not be severed into more than three
     (3)


                                       90



     Severance Leases in the aggregate and shall also be subject to the
     limitation set forth in the first sentence of Section 41(d)(ii)(B). Each
     Severance Lease shall be substantially in the form of this Lease, with
     appropriate modifications to reflect the fact that this Agreement has been
     severed. The Exhibits for such Severance Leases shall include the
     applicable information set forth in the Exhibits for this Agreement, solely
     with respect to the Severed Sites. Upon entering into each Severance Lease,
     the Parties shall also amend the exhibits to this Agreement to exclude each
     of the Severed Sites. Lessee shall also have the right to sever each of the
     Master Collocation Agreements with respect to the Severed Sites (and, if
     requested by Lessee, Sprint Collocator shall cause its Affiliates to assist
     Lessee in effectuating same). The obligations of the "lessee" under each
     Severance Lease to Lessor and Sprint under each Severed Lease shall be
     separate and distinct from the obligations of the "lessee" under this
     Agreement and under each other Severed Lease, and this lease and the
     Severed Leases shall not be cross-defaulted with one another, and the
     obligations of Lessee and the lessees under each severance lease and the
     Additional Master Lease and Subleases, at Lessee's election (and Global
     Parent under each Severed Lease), shall be separate and distinct from one
     another. If Lessee desires the other Parties to enter into a Severance
     Lease, Lessee shall send notice to Lessor and Sprint Collocator (the
     "SEVERANCE NOTICE") informing Lessor and Sprint Collocator of its desire to
     enter into a Severed Lease, specifying the applicable Sites and including
     with such notice an executable Severed Lease and amendment hereto, along
     with amended memoranda of leases or Site Designation Supplements with
     respect to the applicable Sites. Lessor and Sprint Collocator shall upon
     receipt of same, review and reasonably cooperate with Lessee (and Sprint
     Collocator shall cause its Affiliates to cooperate) to effect the execution
     and delivery of any Severed Lease. Under each Severance Lease and this
     Lease, following execution of a Severance Lease the Global Parent Maximum
     Obligation hereunder and thereunder shall be reduced to an amount equal to
     the Ratable Global Parent Maximum Obligation hereunder and thereunder, and,
     if requested by Lessor, Global Parent will confirm such Ratable Global
     Parent Maximum Obligation in writing. "RATABLE GLOBAL PARENT MAXIMUM
     OBLIGATION" shall mean an amount equal to the product of (x) the Global
     Parent Maximum Obligation and (y) a fraction the numerator of which is the
     aggregate sum of the Rent and the Pre-Lease Rent for the Sites remaining
     under this Lease or a Severance Lease, as applicable and the denominator of
     which is the aggregate sum of the Rent and the Pre-Lease Rent hereunder on
     the date hereof. Notwithstanding the foregoing, the Parties acknowledge and
     agree that for all tax purposes, including Section 467 of the Code, a
     Severance Lease shall be treated as a continuation of this Agreement with
     respect to the Severed Sites, no Severance Lease will contain any
     substantial modifications to this Agreement, and with respect to each Site,
     any Severance Lease and this Agreement will be treated as one lease
     agreement.

          (ii) Notwithstanding anything to the contrary contained herein or in
     any other Additional Master Lease and Sublease, (A) Lessee, in a Severance
     Notice, may elect to modify the definition of "Cross-Defaulted Master Lease
     and Sublease" to include any or none of the Additional Master Leases and
     Subleases (or Severance Leases thereunder) and (B) regardless of the number
     of Severance Leases hereunder or under the other Additional Master Leases
     and Subleases, there shall not be at any time, in the aggregate, more than
     three (3) Cross-Defaulted Lease Pools. For example, if pursuant to a
     Severance Notice, this Agreement is severed into three Master Leases and
     Subleases


                                       91



     and no other Additional Master Leases and Subleases are severed, and Lessee
     elects to treat (x) the first such Severed Lease ("SEVERED LEASE #1") as
     not being cross-defaulted with any other Additional Master Leases and
     Subleases, then the definition of Cross-Defaulted Master Lease and Sublease
     under such Severed Lease shall mean "none" and Severed Lease #1 shall be
     treated as its own Cross-Defaulted Lease Pool; and (y) the second such
     Severed Lease ("SEVERED LEASE #2") as cross-defaulted with Master Lease and
     Sublease Four and Master Lease and Sublease Five, then the definition of
     Cross-Defaulted Master Lease and Sublease under such Severed Lease #2 shall
     mean "Master Lease and Sublease Four and Master Lease and Sublease Five,"
     and Severed Lease #2 and Master Lease and Sublease Four and Master Lease
     and Sublease Five shall be treated as a Cross-Defaulted Lease Pool; and the
     definition of "Cross-Defaulted Master Lease and Sublease" under the third
     such Severed Lease ("SEVERED LEASE #3") shall include all of the other
     Additional Master Leases and Subleases not included in clauses (x) and (y)
     of this sentence and Severed Lease #3, and such other Additional Master
     Leases and Subleases shall be treated as a Cross-Defaulted Lease Pool.

     (e) SEVERANCE OF INDEMNIFICATION OBLIGATIONS. With respect to all
indemnification obligations of Lessee hereunder (or of a GSI Financing
Subsidiary under a Severed Lease), Lessee, at its election, may elect to have
Global Parent provide such indemnities in lieu of Lessee (or the applicable GSI
Financing Subsidiary), and in connection therewith execute an indemnity
reasonably acceptable to Lessor and Sprint, and upon execution of same, Lessor
will acknowledge that Lessee is relieved of all indemnification obligations
hereunder.

     (f) COOPERATION WITH FINANCING. Sprint and Lessor acknowledge that in
connection with the financings of its interests in the Sites, from time to time,
Lessee may require legal opinions (or updates thereof or reliance letters or
similar items with respect thereto) from its counsel, at Lessee's expense, with
respect to certain bankruptcy-related matters and in connection therewith Sprint
and Lessor will cooperate in taking such actions as may be reasonably required
to give such opinions as Lessee may reasonably request and to provide customary
undertakings, representations and certificates (including without limitation, as
corporate structure charts, certifications that the requirements of the LLC
Agreement will be, and have at all times been, complied with), such cooperation
and provision at Lessee's expense.

     SECTION 42. GLOBAL PARENT GUARANTY.

     (a) Global Parent unconditionally guarantees to the Sprint Indemnitees the
full and timely payment and performance and observance of all of the terms,
provisions, covenants and obligations of Lessee under this Agreement (the
"LESSEE OBLIGATIONS"). Global Parent agrees that if Lessee defaults at any time
during the Term of this Agreement in the performance of any of the Lessee
Obligations, Global Parent shall faithfully perform and fulfill all Lessee
Obligations that involve payment of a fixed sum and shall pay to the applicable
beneficiary all attorneys' fees, court costs, and other expenses, costs and
disbursements incurred by the applicable beneficiary on account of any default
by Lessee and on account of the enforcement of this guaranty. Notwithstanding
anything to the contrary contained herein (but subject to the provisions of
Section 41(d)), the maximum aggregate amount payable hereunder by Global Parent
shall be Three Million Two Hundred Sixty Seven Thousand Four Hundred Forty Five
Dollars ($3,267,445) (the "GLOBAL PARENT MAXIMUM OBLIGATION") and following
aggregate


                                       92



payment by Global Parent to the Sprint Indemnitees of such amount, Global Parent
shall have no further obligations hereunder.

     (b) The foregoing guaranty obligation of Global Parent shall be enforceable
by any Sprint Indemnitee in an action against Global Parent without the
necessity of any suit, action, or proceedings by the applicable beneficiary of
any kind or nature whatsoever against Lessee, without the necessity of any
notice to Global Parent of Lessee's default or breach under this Agreement, and
without the necessity of any other notice or demand to Global Parent to which
Global Parent might otherwise be entitled, all of which notices Global Parent
hereby expressly waives. Global Parent hereby agrees that the validity of this
guaranty and the obligations of Global Parent hereunder shall not be terminated,
affected, diminished, or impaired by reason of the assertion or the failure to
assert by any Sprint Indemnitee against Lessee any of the rights or remedies
reserved to such Sprint Indemnitee pursuant to the provisions of this Agreement
or any other remedy or right which such Sprint Indemnitee may have at law or in
equity or otherwise.

     (c) Global Parent covenants and agrees that this guaranty is an absolute,
unconditional, irrevocable and continuing guaranty. The liability of Global
Parent hereunder shall not be affected, modified, or diminished by reason of any
assignment, renewal, modification or extension of this Agreement or any
modification or waiver of or change in any of the covenants and terms of this
Agreement by agreement of a Sprint Indemnitee and Lessee, or by any unilateral
action of either a Sprint Indemnitee or Lessee, or by an extension of time that
may be granted by a Sprint Indemnitee to Lessee or any indulgence of any kind
granted to Lessee, or any dealings or transactions occurring between a Sprint
Indemnitee and Lessee, including, without limitation, any adjustment,
compromise, settlement, accord and satisfaction, or release, or any bankruptcy,
insolvency, reorganization, arrangements, assignment for the benefit of
creditors, receivership, or trusteeship affecting Lessee. Global Parent does
hereby expressly waive any suretyship defense it may have by virtue of any
statute, Law, or ordinance of any state or other Governmental Authority.

     (d) All of the Sprint Indemnitees' rights and remedies under this guaranty
are intended to be distinct, separate and cumulative and no such right and
remedy herein is intended to be the exclusion of or a waiver of any other.
Global Parent hereby waives presentment demand for performance, notice of
nonperformance, protest notice of protest, notice of dishonor, and notice of
acceptance. Global Parent further waives any right to require that an action be
brought against Global or any other Person or to require that resort be had by a
beneficiary to any security held by such beneficiary.

     SECTION 43. GENERAL PROVISIONS.

     (a) COUNTERPARTS. This Agreement may be executed in counterparts, each of
which will be deemed to be an original, but all of which will constitute one and
the same agreement.

     (b) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of New York (regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof)
as to all matters, including matters of validity, construction, effect,
performance and remedies.


                                       93



     (c) ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS. This Agreement (including the
Exhibits), constitutes the entire agreement between the Parties with respect to
the subject matter of this Agreement and supersede all prior agreements, both
written and oral, between the Parties with respect to the subject matter of this
Agreement. This Agreement will be binding upon and inure solely to the benefit
of each Party and its successors and permitted assigns.

     (d) FEES AND EXPENSES. Except as otherwise specifically set forth in this
Agreement, whether the transactions contemplated by this Agreement are or are
not consummated, all legal and other costs and expenses incurred in connection
with this Agreement and the transactions contemplated by this Agreement will be
paid by the Party incurring such costs and expenses.

     (e) NOTICES. All notices, requests, demands, waivers and other
communications required or permitted under this Agreement will be in writing and
will be deemed to have been delivered (i) five (5) Business Days after being
mailed by first-class mail, postage prepaid, (ii) the next Business Day when
sent overnight by a recognized courier service, (iii) upon confirmation when
sent by telecopy, confirmed by mailing written confirmation at substantially the
same time as such telecopy, or (iv) upon delivery when personally delivered to
the receiving Party (which if other than an individual will be an officer or
other responsible party of the receiving Party). All such notices and
communications will be mailed, sent or delivered as set forth below or to such
other person(s), telex or facsimile number(s) or address(es) as the Party to
receive any such communication or notice may have designated by written notice
to the other Party. A notice delivered to any of Lessor or any Person comprising
Sprint shall be deemed to have been delivered to all such Persons.

          If to Lessor or any Party comprising Sprint, to:

          Sprint Contracts and Performance
          Mailstop KSOPHT0101 - Z2650
          6391 Sprint Parkway
          Overland Park, Kansas 66251-2650
          Hotline: (800) 357-7641
          Fax No. (913) 794-0824
          Attention: Marion S. Crable, Manager

          with a copy to:

          Sprint Law Department
          Mailstop KS0PHT0101-Z2020
          6391 Sprint Parkway
          Overland Park, Kansas 66251
          Fax No. (913) 523-9823
          Attention: Real Estate Attorney

          and a copy of any notice given pursuant to Section 31 to:

          King & Spalding LLP
          191 Peachtree Street
          Atlanta, Georgia 30303-1763


                                       94



          Fax No. (404) 572-5146
          Attention: Raymond E. Baltz, Jr.

          If to Lessee or Global Parent, to:

          c/o Global Signal Inc.
          301 North Cattlemen Road
          Suite 300
          Sarasota, Florida 34232
          Attention: General Counsel

          and a copy of any notice given pursuant to Section 31 to:

          Skadden, Arps, Slate, Meagher & Flom LLP
          4 Times Square
          New York, New York 10036
          Fax No. (212) 735-3000
          Attention: Joseph A. Coco

     (f) HEADINGS. The Section and Article headings contained in this Agreement
are solely for the purpose of reference, are not part of the agreement of the
Parties and will not in any way affect the meaning or interpretation of this
Agreement.

     (g) AMENDMENT; MODIFICATIONS. This Agreement may be amended, modified or
supplemented only by written agreement of the Parties.

     (h) TIME OF THE ESSENCE. Time is of the essence in this Agreement, and
whenever a date or time is set forth in this Agreement, the same has entered
into and formed a part of the consideration for this Agreement.

     (i) SPECIFIC PERFORMANCE. Each Party recognizes and agrees that if any
other Party should refuse to perform any of its obligations under this
Agreement, the remedy at Law would be inadequate and agrees that for breach of
such provisions, each Party will, in addition to such other remedies as may be
available to it at Law or in equity, be entitled to injunctive relief and to
enforce its rights by an action for specific performance to the extent permitted
by applicable Law. Each Party hereby waives any requirement for security or the
posting of any bond or other surety in connection with any temporary or
permanent award of injunctive, mandatory or other equitable relief. Subject to
Section 43(l) of this Agreement, nothing contained in this Agreement will be
construed as prohibiting any Party from pursuing any other remedies available to
it pursuant to the provisions of this Agreement or applicable Law for such
breach or threatened breach, including without limitation the recovery of
damages. The arbitrator referred to in Section 43(l) will be empowered to
enforce this Section 43(i).

     (j) MUTUAL DRAFTING. This Agreement is the result of the joint efforts of
Lessor, Lessee and Sprint, and each provision of this Agreement has been subject
to the mutual consultation, negotiation and agreement of the Parties and there
will be no construction against any Party based on any presumption of that
Party's involvement in the drafting of this Agreement.


                                       95



     (k) JURISDICTION AND CONSENT TO SERVICE. Without limiting the jurisdiction
or venue of any other court, each of the Parties (i) agrees that any suit,
action or proceeding arising out of or relating to this Agreement will be
brought solely in the state or federal courts of the State of New York, (ii)
consents to the exclusive jurisdiction of each such court in any suit, action or
proceeding relating to or arising out of this Agreement, (iii) waives any
objection which it may have to the laying of venue in any such suit, action or
proceeding in any such court, and (iv) agrees that service of any court paper
may be made in such manner as may be provided under applicable Laws or court
rules governing service of process.

     (l) WAIVER OF JURY TRIAL.

          (i) EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY COURT ACTION
     ARISING AMONG ANY OF THE PARTIES, WHETHER UNDER OR RELATING TO THIS
     AGREEMENT, AND WHETHER MADE BY CLAIM, COUNTER CLAIM, THIRD PARTY CLAIM OR
     OTHERWISE. If for any reason the jury waiver is held to be unenforceable,
     the Parties agree to binding arbitration for any dispute arising out of
     this Agreement or any claim arising under any federal, state or local
     statutes, Laws or regulations, under the applicable commercial rules of the
     AAA. Any arbitration will be held in the New York, New York metropolitan
     area and be subject to the Governing Law provision of this Agreement.
     Discovery in the arbitration will be governed by the Local Rules applicable
     in the United States District Court for the Southern District of New York.

          (ii) The agreement of each Party to waive its right to a jury trial
     will be binding on its successors and assigns and will survive the
     termination of this Agreement.

     SECTION 44. NO PETITION; LIMITED RECOURSE AGAINST LESSEE

     Prior to the date that is one year and one day after the date on which this
Agreement has terminated in accordance with its terms, and all obligations of
the Lessee under or in respect to any Secured Lessee Loans have been paid in
full, neither Lessor nor any Sprint Additional Parties will institute, or join
any other Person in instituting, or authorize a trustee or other Person acting
on its behalf or on behalf of others to institute, any bankruptcy,
reorganization, arrangement, insolvency, liquidation, receivership or similar
proceeding under the laws of the United States of America or any state thereof
against the Lessee. The provisions of this Section 44 will survive any
termination of this Agreement.

     SECTION 45. EXECUTION BY SPRINT SPECTRUM L.P., AND SPRINTCOM, INC.

In addition to Sprint Spectrum L.P. executing this Agreement as "Sprint
Collocator," Sprint Spectrum L.P. and SprintCom, Inc. are executing this
Agreement to confirm, to the extent that a Sprint Additional Party has any
obligations or covenants hereunder, Sprint Spectrum L.P., and SprintCom, Inc.,
as applicable, shall cause such Sprint Additional Party to perform its
obligations or covenants hereunder.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       96



     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
and sealed by their duly authorized representatives, all effective as of the day
and year first written above.

                                        LESSOR:

                                        STC SIX COMPANY


                                        By /s/ Leslie H. Meredith
                                           -------------------------------------
                                        Name: Leslie H. Meredith
                                        Title: President

                   MASTER LEASE AND SUBLEASE - STC SIX COMPANY



                                        SPRINT COLLOCATOR:

                                        SPRINT SPECTRUM L.P.


                                        By /s/ Leslie H. Meredith
                                           -------------------------------------
                                        Name: Leslie H. Meredith
                                        Title: Vice President

                   MASTER LEASE AND SUBLEASE - STC SIX COMPANY



                                        LESSEE:

                                        GLOBAL SIGNAL ACQUISITIONS II LLC


                                        By /s/ Greerson G. McMullen
                                           -------------------------------------
                                        Name: Greerson G. McMullen
                                        Title: Executive Vice President, General
                                               Counsel, and Secretary


                                        GLOBAL PARENT:

                                        GLOBAL SIGNAL INC.


                                        By /s/ Greerson G. McMullen
                                           -------------------------------------
                                        Name: Greerson G. McMullen
                                        Title: Executive Vice President, General
                                               Counsel, and Secretary

                   MASTER LEASE AND SUBLEASE - STC SIX COMPANY

                                                                    EXHIBIT 10.7
                                                                  EXECUTION COPY

================================================================================

                                 BRIDGE LOAN AND
                               OVERRIDE AGREEMENT

                                  BY AND AMONG

                       GLOBAL SIGNAL ACQUISITIONS II LLC,
                                  AS BORROWER,

                   THE LENDERS FROM TIME TO TIME PARTY HERETO,

                             BANK OF AMERICA, N.A.,
                AS CO-ADMINISTRATIVE AGENT AND CALCULATION AGENT,

                                       AND

                       MORGAN STANLEY ASSET FUNDING INC.,
                 AS CO-ADMINISTRATIVE AGENT AND COLLATERAL AGENT

                            DATED AS OF MAY 26, 2005

================================================================================



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                    ARTICLE A
                      INCORPORATION AND OVERRIDE PROVISIONS

Section A.1    General Override Provision                                     2
Section A.2    Particular Sections                                            2

                                    ARTICLE I



                                   DEFINITIONS

Section 1.1    Certain Defined Terms..........................................2

                                   ARTICLE II

                       TERMS OF THE LOANS AND COMMITMENTS

Section 2.1    Loan Commitments..............................................16
Section 2.2    Procedure for Borrowing.......................................17
Section 2.3    Interest Rates and Payment Dates..............................17
Section 2.4    Repayment of Loans; Evidence of Debt..........................18
Section 2.5    Extension of Maturity Date....................................19
Section 2.6    [Reserved]....................................................19
Section 2.7    Optional Prepayment...........................................19
Section 2.8    Mandatory Prepayments.........................................20
Section 2.9    Computation of Interest and Fees..............................20
Section 2.10   Inability to Determine Interest Rate..........................21
Section 2.11   Pro Rata Treatment and Payments...............................21
Section 2.12   Illegality....................................................22
Section 2.13   Requirements of Law...........................................22
Section 2.14   Taxes.........................................................24
Section 2.15   Breakage......................................................28


                                   ARTICLE III

                              CONDITIONS PRECEDENT

Section 3.1    Additional Conditions.........................................28

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES


                                       -i-





Section 4.1    Additional Representations and Warranties.....................30

                                    ARTICLE V

                                    COVENANTS

Section 5.1    Additional Covenants..........................................31

                                   ARTICLE VI

                                   [RESERVED]

                                   ARTICLE VII

                                   [RESERVED]

                                  ARTICLE VIII

                          ADDITIONAL EVENTS OF DEFAULT

Section 8.1    Event of Default..............................................36

                                   ARTICLE IX

                                   [RESERVED]

                                    ARTICLE X

                       PLEDGE OF OTHER COMPANY COLLATERAL

                                   ARTICLE XI

                                   [RESERVED]

                                   ARTICLE XII

                                   [RESERVED]

                                  ARTICLE XIII

                                   [RESERVED]

                            ARTICLE XIIIA THE AGENTS


                                      -ii-



Section 13A.1   Appointment...................................................39
Section 13A.2   Delegation of Duties..........................................40
Section 13A.3   Exculpatory Provisions........................................40
Section 13A.4   Reliance by Agents............................................40
Section 13A.5   Notice of Default.............................................41
Section 13A.6   Non-Reliance on Agents and Other Lenders......................41
Section 13A.7   Indemnification...............................................41
Section 13A.8   Agents in Their Individual Capacity...........................42
Section 13A.9   Successor Agents..............................................42




                                   ARTICLE XIV

                                  MISCELLANEOUS

Section 14.1    Amendments and Waivers........................................43
Section 14.2    Notices.......................................................43
Section 14.3    Successors and Assigns; Participations and Assignments........45
Section 14.4    Adjustments; Set off..........................................49
Section 14.5    Indemnification and Expenses..................................49
Section 14.6    GOVERNING LAW.................................................51
Section 14.7    Submission To Jurisdiction; Waivers...........................51
Section 14.8    Confidentiality...............................................51
Section 14.9    Takeout Financing; Securitization Loan Agreements.............52
Section 14.10   No Recourse Against Conduit Lenders...........................52
Section 14.11   Program Support Providers.....................................53
Section 14.12   Limited Recourse to Certain Loan Parties......................53



                                      -iii-





SCHEDULES

   Schedule A.2      Inoperative Provisions of the Securitization Loan Agreement
                        Form
   Schedule 2.1      Loan Commitment Percentages, Applicable Lending Offices and
                        Notice Addresses
   Schedule 1.1      Replaced Terms
   Schedule 4.1      Filing Offices
   Schedule 5.1(d)   Allocated Purchase Price
   Schedule 14.3     Competitors

EXHIBITS

   Exhibit A         Securitization Loan Agreement Form
   Exhibit B         Form of Note
   Exhibit C         Form of Assignment and Acceptance
   Exhibit D         Form of Limited Recourse Parent Guarantee
   Exhibit E         Section 2.14 Certificate
   Exhibit F         [Intentionally omitted.]
   Exhibit G         Form of Subsidiary Guarantee
   Exhibit H         Form of Pledge Agreement
   Exhibit I         Form of Title Policy
   Exhibit J         Form of Legal Opinion

ANNEXES

   Annex I           Form of Notice of Borrowing
   Annex II          Form of Notice of Prepayment



                                      -iv-



                       BRIDGE LOAN AND OVERRIDE AGREEMENT

          BRIDGE LOAN AND OVERRIDE AGREEMENT, dated as of May 26, 2005
(including, without limitation, the terms of the Securitization Loan Agreement
Form referenced herein to the extent incorporated herein, this "AGREEMENT"), by
and among Global Signal Acquisitions II LLC, a Delaware limited liability
company (the "BORROWER"), the lenders from time to time parties to this
Agreement (the "LENDERS"), Bank of America, N.A. ("BANA"), as co-administrative
agent and calculation agent, and Morgan Stanley Asset Funding Inc. ("MSAFI"), as
co-administrative agent and collateral agent for the Lenders hereunder and under
the other Loan Documents (as defined below).

                                    RECITALS

          WHEREAS, Global Signal Inc., a Delaware corporation and the ultimate
parent company of the Borrower ("GLOBAL SIGNAL"), has entered into that certain
Agreement to Contribute, Lease and Sublease, dated as of February 14, 2005 (as
the same may be amended, the "AGREEMENT TO LEASE AND SUBLEASE"), among Sprint
Corporation, a Kansas corporation ("SPRINT"), certain subsidiaries of Sprint
(the "CONTRIBUTORS") and Global Signal, pursuant to which the Contributors have
agreed to contribute a portfolio of wireless communication towers to one or more
newly formed, bankruptcy-remote special purpose subsidiaries of Sprint
(collectively, the "SPRINT SPV"), and ultimately to sublease (and/or permit the
Borrower to operate) such towers to the Borrower for the Borrower to operate
such towers for a period of up to 32 years under one or more Master Lease and
Subleases (as the same may be amended, collectively, the "LEASE AGREEMENT") to
be entered into by and among the Sprint SPV, as Lessor, the Borrower, as Lessee,
Sprint, the Contributors and Global Signal (the Agreement to Lease and Sublease
and the Lease Agreement are collectively referred to herein as the "SPRINT
ACQUISITION DOCUMENTS" and the contribution and leasing of such towers by the
Borrower pursuant to the Sprint Acquisition Documents being referred to herein
as the "SPRINT ACQUISITION").

          WHEREAS, pursuant to the Sprint Acquisition Documents, simultaneously
with the consummation of the Sprint Acquisition, the Equity Investors will
contribute (the "EQUITY CONTRIBUTION") approximately $250,000,000 to the
Borrower.

          WHEREAS, the Borrower has requested that the Lenders extend a term
loan to the Borrower in an amount not to exceed the Aggregate Loan Commitment
(as hereinafter defined), the proceeds of which will be used to provide a
portion of the financing of the Sprint Acquisition.

          WHEREAS, the Borrower and the Lenders desire that the Loans be
refinanced on or prior to the Maturity Date (as hereinafter defined) through an
assignment of the Loans to a new lender pursuant to a whole loan securitization
transaction (the "SECURITIZATION") on terms and conditions substantially as set
forth in the form of the Amended and Restated Loan and Security Agreement
attached hereto as EXHIBIT A (as modified pursuant to this Agreement, the
"SECURITIZATION LOAN AGREEMENT FORM").



          WHEREAS, to facilitate the assignment of the Loans pursuant to the
Securitization, the Borrower has requested that the Securitization Loan
Agreement Form govern the terms and conditions of the Loans, as modified by this
Agreement.

          NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Lenders and the Agents hereby agree as follows:

                                    ARTICLE A

                      INCORPORATION AND OVERRIDE PROVISIONS

          Section A.1 General Override Provision. The parties hereto hereby
agree to make loans to the Borrower on the terms of the Securitization Loan
Agreement Form, and hereby agree that the Securitization Loan Agreement Form is
hereby incorporated herein in its entirety as if it were set forth directly
herein and forms part of this Agreement, in each case as modified as set forth
in this Agreement and subject to the override set forth in the following
sentence. Notwithstanding any provision of the Securitization Loan Agreement
Form to the contrary, the provisions of this Agreement shall control and to the
extent of a conflict with the provisions of the Securitization Loan Agreement
Form respecting such matters, the terms and conditions of this Agreement shall
override such provisions of the Securitization Loan Agreement Form.

          Section A.2 Particular Sections. Notwithstanding the foregoing, the
provisions of the Securitization Loan Agreement Form listed on SCHEDULE A.2 (the
"INOPERATIVE PROVISIONS") shall not be incorporated herein or form part of this
Agreement and shall have no force or effect until, if and when, the occurrence
of the Securitization, pursuant to SECTION 14.9.

                                    ARTICLE I

                                   DEFINITIONS

          Section 1.1 Certain Defined Terms. (a) The terms defined below are
used in this Agreement as so defined.

          "ACQUISITION": the Sprint Acquisition and any other acquisition by the
Borrower of (i) Towers, (ii) all of the Capital Stock of any Person that holds
Towers as a principal asset, and/or (iii) a fee, easement, or long term ground
lease interest in real property upon which wireless communications towers are,
or are to be, located.

          "ADMINISTRATIVE AGENTS": the BANA Administrative Agent and the Morgan
Stanley Administrative Agent; each, an "Administrative Agent".

          "AGENTS": collectively, the Administrative Agents, the Calculation
Agent and the Collateral Agent.

          "AGGREGATE ACQUISITION PRICE": the aggregate Rent and Pre-Lease Rent
to be prepaid by the Borrower to the Sprint SPV on the Effective Date (as
defined in the Lease


                                      -2-



Agreement) pursuant to Section 11(a) of the Lease Agreement, together with (i)
reasonable and customary transaction costs (including commissions), (ii) the
reasonable fees and expenses of counsel to the Borrower for services rendered in
connection with the Sprint Acquisition and (iii) the amount of taxes that are
payable by the Borrower as a result of the Sprint Acquisition, in an amount not
to exceed $45,000,000 in the aggregate for all items described in clauses (i)
through (iii).

          "AGGREGATE LOAN COMMITMENT": the lesser of (a) $850,000,000 and (b)
70% of the Aggregate Acquisition Price.

          "AGREEMENT": as defined in the preamble to this Agreement.

          "AGREEMENT TO LEASE AND SUBLEASE": as defined in the first recital to
this Agreement.

          "APPLICABLE LENDING OFFICE": for each Lender, the lending office of
such Lender designated for each Type of Loan on SCHEDULE 2.1 hereto (or any
other lending office from time to time notified to its Administrative Agent by
such Lender) as the office at which its Loans are to be made and maintained.

          "APPLICABLE MARGIN": for any Loan of any Type on any day, (i) during
the period from the Closing Date through October 20, 2005, 1.50% per annum in
the case of Eurodollar Loans, and 1.50% in the case of Base Rate Loans, and (ii)
thereafter, the applicable rate per annum set forth below, based upon the Net
Tower Cash Flow as of October 20, 2005 (the levels of Net Tower Cash Flow and
Applicable Margin are set forth on the table below and referred to in this
Agreement as "LEVEL I" and "LEVEL II", respectively):



<TABLE>

---------------------------------------------------------------------------------
                                      Applicable Margin for    Applicable Margin
Level         Net Tower Cash Flow        Eurodollar Loans     for Base Rate Loans
---------------------------------------------------------------------------------

Level I    Greater than or equal to
           $86,000,000                        1.50%                  1.50%
---------------------------------------------------------------------------------
Level II   Less than $86,000,000              1.75%                  1.75%
---------------------------------------------------------------------------------
</TABLE>


; provided that on the date of the first extension of the Maturity Date pursuant
to SECTION 2.5, the Applicable Margin for Eurodollar Loans and Base Rate Loans
under both Levels I and II shall each be increased by 0.25%, and on the date of
the second extension of the Maturity Date pursuant to SECTION 2.5, the
Applicable Margin for Eurodollar Loans and Base Rate Loans under Levels I and II
shall each be increased by 0.75% above the Applicable Margin in effect after the
first extension of the Maturity Date.

          "APPROVED FUND": (a) with respect to any Lender, any Bank CLO of such
Lender, and (b) with respect to any Lender that is a fund that invests in
commercial loans and similar extensions of credit, any other fund that invests
in commercial loans and similar


                                      -3-



extensions of credit and is managed by the same investment advisor as such
Lender or by an Affiliate of such investment advisor.

          "ASSET SALE": any sale, lease or other disposition of property or
series of related sales, leases or other dispositions of property (excluding any
such sale, lease or other disposition permitted by SECTIONS 5.1(G) (II), (III)
and (IV)).

          "ASSIGNEE": as defined in SECTION 14.3(C).


          "ASSIGNMENT AND ACCEPTANCE": as defined in SECTION 14.3(C).


          "BANA": as defined in the preamble to this Agreement.

          "BANA ADMINISTRATIVE AGENT": BANA in its capacity as co-administrative
agent hereunder for the BANA Syndicate, and any successor co-administrative
agent appointed by the BANA Syndicate in accordance with SECTION 13A.9.

          "BANA SYNDICATE": BANA, as an Initial Lender under this Agreement,
together with any Assignees of its Loan.

          "BANK CLO": as to any Lender, any entity (whether a corporation,
partnership, trust or otherwise) that is engaged in making, purchasing, holding
or otherwise investing in commercial loans and similar extensions of credit in
the ordinary course of its business and is administered or managed by such
Lender or an Affiliate of such Lender.

          "BASE RATE" means for any day a fluctuating rate per annum equal to
the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of
interest in effect for such day as publicly announced from time to time by the
Calculation Agent as its "prime rate." The "prime rate" is a rate set by the
Calculation Agent based upon various factors including the Calculation Agent's
costs and desired return, general economic conditions and other factors, and is
used as a reference point for pricing some loans, which may be priced at, above,
or below such announced rate. Any change in such rate announced by the
Calculation Agent shall take effect at the opening of business on the day
specified in the public announcement of such change.

          "BASE RATE LOAN" means a Loan that bears interest based on the Base
Rate.

          "BOARD": the Board of Governors of the Federal Reserve System of the
United States (or any successor).

          "BORROWER": as defined in the preamble to this Agreement.

          "CALCULATION AGENT": so long as BANA is an Administrative Agent, BANA,
and if BANA is not an Administrative Agent, such other Administrative Agent
selected by the Required Lenders.

          "CASH EQUIVALENTS": (a) securities with maturities of 90 days or less
from the date of acquisition issued or fully guaranteed or insured by the United
States Government or any agency thereof, (b) certificates of deposit and
eurodollar time deposits with maturities of 90 days


                                      -4-



or less from the date of acquisition and overnight bank deposits of any Lender
or of any commercial bank having capital and surplus in excess of $500,000,000,
(c) repurchase obligations of any Lender or of any commercial bank satisfying
the requirements of clause (b) of this definition, having a term of not more
than seven days with respect to securities issued or fully guaranteed or insured
by the United States Government, (d) commercial paper of a domestic issuer rated
at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof
by Moody's and in either case maturing within 90 days after the day of
acquisition, (e) securities with maturities of 90 days or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States, by any political subdivision or taxing authority of any
such state, commonwealth or territory or by any foreign government, the
securities of which state, commonwealth, territory, political subdivision,
taxing authority or foreign government (as the case may be) are rated at least A
by S&P or A by Moody's, (f) securities with maturities of 90 days or less from
the date of acquisition backed by standby letters of credit issued by any Lender
or any commercial bank satisfying the requirements of clause (b) of this
definition or (g) shares of money market mutual or similar funds which invest
exclusively in assets satisfying the requirements of clauses (a) through (f) of
this definition.

          "CHANGE OF CONTROL": the occurrence of any of the following:

          (a) the Equity Investors and/or any Person controlled by Fortress
Investment Group LLC or Greenhill Capital Partners, L.P. or any of their
respective Affiliates shall collectively, directly or indirectly, cease to own
and/or control in the aggregate (i) at least 51% of the voting interest in the
Capital Stock of Global Signal or (ii) at least 51% of the voting and economic
interest (directly or indirectly) in the Capital Stock of GSOP; or

          (b) Global Signal shall cease to own at least 51% of the voting and
economic interest in the Capital Stock of GSOP; or

          (c) GSOP shall cease to own at least 100% of the voting and economic
interest in the Capital Stock of the Borrower; or

          (d) with respect to any direct or indirect Subsidiary of GSOP, an
event or series of events resulting in GSOP ceasing to own directly or
indirectly less than 100% of the Capital Stock of such Subsidiary (other than
pursuant to a dissolution of such Subsidiary); or

          (e) an event or series of events by which during any period of 12
consecutive months, a majority of the members of the board of directors or other
equivalent governing body of Global Signal, GSOP and/or any Subsidiary of GSOP
cease to be composed of individuals (i) who were members of that board or
equivalent governing body on the first day of such period, (ii) whose election
or nomination to that board or equivalent governing body was approved by
individuals referred to in clause (i) above constituting at the time of such
election or nomination at least a majority of that board or equivalent governing
body or (iii) whose election or nomination to that board or other equivalent
governing body was approved by individuals referred to in clauses (i) and (ii)
above constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body (excluding, in the case of
both clause (ii) and clause (iii), any individual whose initial nomination for,
or assumption of office as, a


                                      -5-



member of that board or equivalent governing body occurs as a result of an
actual or threatened solicitation of proxies or consents for the election or
removal of one or more directors by any person or group other than a
solicitation for the election of one or more directors by or on behalf of the
board of directors);

provided that in no event shall the merger of GSOP with or into Global Signal or
a Subsidiary of Global Signal be deemed a "Change of Control" so long as the
Required Lenders reasonably determine that such merger is not adverse to their
interests and provide written notice to the Borrower of the same. For the
purposes of this definition, "control" of a Person (including, with its
correlative meanings, "controlled by" and "under common control with") means the
power, directly or indirectly, either to (a) vote 10% or more of the securities
having ordinary voting power for the election of directors of such Person or (b)
direct or cause the direction of the management and policies of such Person,
whether by contract or otherwise.

          "CLOSING DATE": the date on which the conditions precedent set forth
in ARTICLE III of the Securitization Loan Agreement Form and ARTICLE III hereof
shall be satisfied or waived.

          "COLLATERAL AGENT": MSAFI as collateral agent for the Lenders,
together with any successor Collateral Agent appointed pursuant to SECTION 13A.9
of this Agreement.

          "COMMONLY CONTROLLED ENTITY": an entity, whether or not incorporated,
which is under common control with Global Signal or the Borrower within the
meaning of Section 4001 of ERISA or is part of a group which includes Global
Signal or the Borrower and which is treated as a single employer under Section
414(b) or (c) of the IRC or, for purposes of the IRC, Section 414(m) or (o) of
the IRC.

          "CONDUIT ASSIGNEE": any special purpose entity that finances its
activities directly or indirectly through asset-backed commercial paper and is
administered by a Lender or any of its Affiliates and designated by such Lender
from time to time to accept an assignment from the Conduit Lender in such
Lender's Syndicate of all or a portion of the Loans.

          "CONDUIT LENDER": any special purpose entity administered by any
Lender (or an affiliate of such Lender) which funds Loans hereunder and has been
designated by such Lender in a written notice to Borrower; provided, that the
designation by any Lender of a Conduit Lender shall not relieve the designating
Lender of any of its obligations to fund a Loan under this Agreement if, for any
reason, its Conduit Lender fails to fund any such Loan, and provided, further,
that no Conduit Lender shall be deemed to have any Loan Commitment. Upon the
designation of any Conduit Lender by a Lender, such Conduit Lender shall have
all of the rights of a "Lender" hereunder and under the other Loan Documents.

          "CONSOLIDATED EBITDA": with respect to any Person and its consolidated
Subsidiaries for any period of determination, the sum (determined on a
consolidated basis), without duplication, of (a) net income for such period,
plus (b) amortization, accretion and depreciation for such period, plus (c)
interest expense (determined in accordance with GAAP) for such period, plus (d)
actual taxes based on income for such period, plus (e) extraordinary losses for
such period, including losses on early extinguishment of debt, minus (f)
extraordinary


                                      -6-



gains for such period, plus (g) losses on foreign currency exchange for such
period, minus (h) gains on foreign currency exchange for such period, plus (i)
for purposes of calculating Consolidated EBITDA of the Borrower, costs or
amortization expense associated with obtaining title insurance and mortgaging
and perfecting liens on properties to be mortgaged to the Collateral Agent, plus
(j) non-cash charges associated with stock-based compensation expense plus (k)
non-cash accrued straight-line rent expense recorded under SFAS 13 plus (l)
acquisition costs associated with the Sprint Acquisition to the extent (x) such
costs are not capitalized and (y) such costs are included in the budget of such
acquisition costs previously provided to the Administrative Agents in connection
with the Sprint Acquisition, plus (m) asset write-down charges related to
discontinued operations. For purposes of clauses (b) through (m) above, such
amounts shall be deducted from, or added to, net income, in each case only to
the extent such amounts were included in the calculation of net income; provided
that the calculation of Consolidated EBITDA shall be adjusted to annualize the
financial results of Towers owned, leased or managed by such Person and its
Subsidiaries for less than one year as follows: (i) the Consolidated EBITDA
attributed to any Tower owned, leased or managed by such Person and its
Subsidiaries for less than one year but greater than or equal to one month shall
be the Consolidated EBITDA attributed to such Tower for the period commencing on
the date of the Acquisition of such Tower through the last day of the most
recently completed month times, a fraction, the numerator of which is 12 and the
denominator of which is the number of calendar months completed since the date
of such Acquisition, and (ii) the Consolidated EBITDA for Towers owned, leased
or managed for less than one month shall be the estimated annual Consolidated
EBITDA for such Towers based upon the budgeted annualized results of such Towers
determined in a manner consistent with the methodology set forth in EXHIBIT F
and adjusted to reflect the financial results of such Towers on a consolidated
basis (as opposed to a stand-alone per Tower basis).

          "CONSOLIDATED INDEBTEDNESS": for any Person and its consolidated
Subsidiaries at such time, the aggregate Indebtedness of such Person and its
consolidated Subsidiaries determined on a consolidated basis in accordance with
GAAP.

          "CONTINUE", "CONTINUATION" and "CONTINUED": the continuation of a
Eurodollar Loan from one day to the next day.

          "CONTRIBUTORS": as defined in the first recital to this Agreement.

          "CONVERT", "CONVERSION" and "CONVERTED": a conversion of Eurodollar
Loans into Base Rate Loans, which may be accompanied by the transfer by a Lender
(at its sole discretion) of a Loan from one Applicable Lending Office to
another.

          "DERIVATIVES COUNTERPARTY": as defined in SECTION 5.1(I).

          "EQUITY CONTRIBUTION": as defined in the second recital to this
Agreement.

          "EQUITY INVESTORS": Fortress Pinnacle Acquisition LLC, FRIT PINN LLC
and Greenhill Capital Partners, L.P., Greenhill Capital, L.P., Greenhill Capital
Partners (Executives), L.P. and Greenhill Capital Partners (Cayman), L.P. or any
other Person reasonably acceptable to the Required Lenders.


                                      -7-



          "EUROCURRENCY RESERVE REQUIREMENTS": for any day as applied to a
Eurodollar Loan, the aggregate (without duplication) of the rates (expressed as
a decimal fraction) of reserve requirements current on such day (including,
without limitation, basic, supplemental, marginal and emergency reserves under
any regulations of the Board or other Governmental Authority having jurisdiction
with respect thereto), as now and from time to time hereafter in effect, dealing
with reserve requirements prescribed for eurocurrency funding (currently
referred to as "EUROCURRENCY LIABILITIES" in Regulation D) maintained by a
member bank of the Federal Reserve System.

          "EURODOLLAR RATE": with respect to a Eurodollar Loan, for the First
Interest Period 3.09%, and for any Interest Period thereafter, a rate per annum
determined by the Calculation Agent pursuant to the following formula:

                                              Eurodollar Base Rate
               Eurodollar Rate = ---------------------------------------------
                                    1.00 - Eurocurrency Reserve Requirements

          Where,

          "EURODOLLAR BASE RATE" means, for such Interest Period:

          (a) the rate per annum equal to the rate determined by the Calculation
     Agent to be the offered rate that appears on the page of the Telerate
     screen 3750 (or any successor thereto) that displays an average British
     Bankers Association Interest Settlement Rate for deposits in Dollars (for
     delivery the first day of such Interest Period) with a term equivalent to
     such Interest Period, determined as of approximately 11:00 a.m. (London
     time) two Business Days prior to the first day of such Interest Period, or

          (b) if the rate referenced in the preceding clause (a) does not appear
     on such page or service or such page or service shall not be available, the
     rate per annum equal to the rate determined by the Calculation Agent to be
     the offered rate on such other page or other service that displays an
     average British Bankers Association Interest Settlement Rate for deposits
     in Dollars (for delivery on the first day of such Interest Period) with a
     term equivalent to such Interest Period, determined as of approximately
     11:00 a.m. (London time) two Business Days prior to the first day of such
     Interest Period, or

          (c) if the rates referenced in preceding clauses (a) and (b) are not
     available, the rate per annum equal to the rate determined by the
     Calculation Agent as the rate of interest at which deposits in Dollars for
     delivery on the first day of such Interest Period in same day funds in the
     approximate amount of the Eurodollar Loan being made, continued or
     converted by Bank of America and with a term equivalent to such Interest
     Period would be offered by Bank of America's London Branch to major banks
     in the London interbank Eurodollar market at their request at approximately
     4:00 p.m. (London time) two Business Days prior to the first day of such
     Interest Period.

          "EURODOLLAR LOANS": Loans to which the applicable rate of interest is
based upon the Eurodollar Rate.


                                      -8-



          "EURODOLLAR RESERVE PERCENTAGE": for any day during any Interest
Period, the reserve percentage (expressed as a decimal, carried out to five
decimal places) in effect on such day, whether or not applicable to any Lender,
under regulations issued from time to time by the FRB (or any successor thereto)
for determining the maximum reserve requirement (including any emergency,
supplemental or other marginal reserve requirement) with respect to Eurocurrency
funding (currently referred to as "Eurocurrency liabilities"). The Eurodollar
Rate for each outstanding Eurodollar Loan shall be adjusted automatically as of
the effective date of any change in the Eurodollar Reserve Percentage.

          "EXCLUDED TAXES": as defined in SECTION 2.14(G).

          "EXTRAORDINARY RECEIPT": any cash received by or paid to or for the
account of any Person other than in the ordinary course of business in respect
of tax refunds, pension plan reversions, proceeds of insurance (other than
proceeds of Recovery Events, proceeds of business interruption insurance to the
extent such proceeds constitute compensation for lost earnings and proceeds from
reinsurance received in the ordinary course of business), indemnity payments,
purchase price adjustments received in connection with any purchase agreement
(or other similar agreement) and payments in respect of judgments or settlements
of claims, litigation or proceedings; provided that Extraordinary Receipts shall
not include cash receipts received from proceeds of indemnity payments or
payments in respect of judgments or settlements of claims, litigation or
proceedings to the extent that such proceeds, awards or payments are received by
any Person in respect of any third party claim against or loss by such Person
and promptly applied to pay (or to reimburse such Person for its prior payment
of) such claim or loss and the costs and expenses of such Person with respect
thereto so long as such application is commenced prior to or within 90 days
after the receipt of such proceeds, awards, or payments and that any such
expense being so reimbursed was not charged by a Loan Party or a Subsidiary or
Affiliate of a Loan Party.

          "FEDERAL FUNDS EFFECTIVE RATE": for any day, the rate per annum equal
to the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds brokers on
such day, as published by the Federal Reserve Bank of New York on the Business
Day next succeeding such day; provided that (a) if such day is not a Business
Day, the Federal Funds Rate for such day shall be such rate on such transactions
on the next preceding Business Day as so published on the next succeeding
Business Day, and (b) if no such rate is so published on such next succeeding
Business Day, the Federal Funds Rate for such day shall be the average rate
(rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to
the Calculation Agent on such day on such transactions as determined by the
Calculation Agent.

          "FEE LETTER": the fee letter by and among the Borrower, BANA and
Morgan Stanley in connection with this Agreement.

          "FIRST INTEREST PERIOD": means the date of the draw of funds under
Section 2.2 and ending on the third (3rd) Business Day of July 2005.

          "GLOBAL SIGNAL": as defined in the first recital to this Agreement.


                                      -9-



          "GSOP": Global Signal Operating Partnership L.P., a Delaware limited
partnership and its successors and assigns.

          "GSOP CREDIT AGREEMENT": the Second Amended and Restated Credit
Agreement, dated as of April 15, 2005 between GSOP, as borrower, Bank of
America, N.A., as administrative agent and letter of credit issuer and the
lenders from time to time party thereto.

          "GOVERNING DOCUMENTS": (i) with respect to any corporation, the
certificate or articles of incorporation and the bylaws; (ii) with respect to
any limited liability company, the certificate or articles of formation or
organization and operating agreement; and (iii) with respect to any partnership,
joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation or organization and any
agreement, instrument, filing or notice with respect thereto filed in connection
with its formation or organization with the applicable Governmental Authority in
the jurisdiction of its formation or organization and, if applicable, any
certificate or articles of formation or organization of such entity.

          "INITIAL LENDERS": BANA and MSAFI, comprising all of the initial
Lenders under this Agreement.

          "INSOLVENCY": with respect to any Multiemployer Plan, the condition
that such Plan is insolvent within the meaning of Section 4245 of ERISA.

          "INTEREST PAYMENT DATE": (a) with respect to payments to be made to
the Lenders in any Syndicate, the third (3rd) Business Day of each calendar
month (commencing on the third (3rd) Business Day of July, 2005) immediately
following delivery of a written notice by the Administrative Agent for such
Syndicate to the Borrower setting forth in reasonable detail the amount of
accrued and unpaid interest thereon at such time or (b) the date of any
repayment or prepayment of Loans.

          "INTEREST PERIOD": as to each Eurodollar Loan, (x) the First Interest
Period, (y) if and when such Eurodollar Loan is Converted from a Base Rate Loan,
initially, the date of such Conversion and ending on the date one month
thereafter, and (z) thereafter, each period commencing on the last day of the
next preceding Interest Period applicable to such Eurodollar Loan and ending on
the date one month thereafter. No Interest Period shall extend beyond the
Maturity Date and if any Interest Period would otherwise end on a day that is
not a Business Day unless such Business Day is beyond the Maturity Date, such
Interest Period shall be extended to the next succeeding Business Day.

          "INTEREST RATE AGREEMENT": any interest rate swap agreement, interest
rate cap agreement, interest rate collar agreement, interest rate hedging
agreement or other similar agreement or arrangement, each of which is for the
purpose of hedging the interest rate exposure associated with the Borrower's and
its Subsidiaries' operations and not for speculative purposes.

          "LENDERS": as defined in the preamble to this Agreement.

          "LEVEL I": as defined in the definition of "Applicable Margin".


                                      -10-



          "LEVEL II": as defined in the definition of "Applicable Margin".

          "LIMITED RECOURSE PARENT GUARANTEE": the Parent Guarantee dated as of
the date hereof made by Global Signal and GSOP in favor of the Collateral Agent
for the benefit of the Agents and the Lenders, substantially in the form of
EXHIBIT D, as the same may be amended, supplemented and otherwise modified from
time to time.

          "LOANS": as defined in SECTION 2.1(A).

          "LOAN COMMITMENT": with respect to any Lender, the obligation of such
Lender to make a Loan to the Borrower hereunder on the Closing Date pursuant to
SECTION 2.1 in a principal amount equal to its percentage interest in the
Aggregate Loan Commitment set forth opposite such Lender's name on SCHEDULE 2.1
under the caption "LOAN COMMITMENT PERCENTAGE."

          "LOAN DOCUMENTS": this Agreement (including the provisions of the
Securitization Loan Agreement Form incorporated herein), the Notes, the Deeds of
Trust, the Assignment of Management Agreement, the Subsidiary Guarantee, the
Limited Recourse Parent Guarantee, the Pledge Agreement, the Environmental
Indemnity, the Financing Statements, the Cash Management Agreement, the Fee
Letter and any and all other documents and agreements executed by any of the
Borrower, Guarantor or Manager in connection with this Agreement.

          "LOAN FACILITY": the Loan Commitments and the Loans made thereunder.

          "LOAN PARTIES": the Borrower, GSOP, Global Signal, the Manager and
each Subsidiary of the Borrower which is a party to any Loan Document.

          "LOAN PERCENTAGE": as to any Lender at any time, the fraction
(expressed as a percentage), the numerator of which is the unpaid principal
amount of the Loans of such Lender at such time and the denominator of which is
the aggregate unpaid principal amount of the Loans of all Lenders.

          "MATURITY DATE": the Original Maturity Date, or such later date to
which such date may be extended pursuant to SECTION 2.5.

          "MORGAN STANLEY ADMINISTRATIVE AGENT": MSAFI, as co-administrative
agent hereunder for the Morgan Stanley Syndicate, and any successor
co-administrative agent appointed by the Morgan Stanley Syndicate pursuant to
SECTION 13A.9.

          "MORGAN STANLEY SYNDICATE": MSAFI, as an Initial Lender under this
Agreement, together with any Assignees of its Loan.

          "MSAFI": as defined in the preamble to this Agreement.

          "MULTIEMPLOYER PLAN": a Plan which is a "multiemployer plan" as
defined in Section 4001(a)(3) of ERISA and which is subject to Title IV of
ERISA.


                                      -11-



          "NET CASH PROCEEDS": the gross cash proceeds received by the Borrower
or any of its Subsidiaries in connection with or as a result of (a) any sale,
lease or sublease of any assets, (b) the issuance of any Indebtedness, (c) the
issuance of any equity (other than equity issued to a Loan Party by another Loan
Party or any net proceeds of an equity offering used to fund the Aggregate
Acquisition Price on or prior to the Closing Date), and (d) the receipt of any
capital contributions (other than by a Loan Party with respect to capital
contributions made by another Loan Party) or Extraordinary Receipts, minus with
respect to each of the foregoing (so long as each of the following are estimated
in good faith by the management of the Borrower and certified to the
Administrative Agents in reasonable detail by an authorized officer of the
Borrower) (i) actual taxes paid or payable with respect to such asset sale or
Recovery Event (if any) in an amount equal to the tax liability of the Borrower
or any of its Subsidiaries in respect of such sale or Recovery Event (taking
into account all tax benefits of each of the parties), (ii) reasonable and
customary transaction costs payable by the Borrower or any such Subsidiary of
the Borrower to any Person that is not an Affiliate or an Equity Investor or
Affiliate of an Equity Investor related to such transaction, (iii) Indebtedness
secured by the assets sold or otherwise subject to a Recovery Event that is
immediately repaid as a consequence of such sale, except Indebtedness that
constitutes any of the Obligations, (iv) with respect to clause (a), the portion
of such cash proceeds reserved for post-closing adjustments, including, without
limitation, indemnification payments and purchase price adjustments which are
held in a third-party escrow account or in a segregated deposit account in which
the Collateral Agent has a first priority perfected security interest; provided
that on the date all such post-closing adjustments have been determined, the
amount (if any) by which the reserved amount exceeds the actual post-closing
adjustments payable by the Borrower or any of its Subsidiaries shall constitute
Net Cash Proceeds on such date, and (v) with respect to clause (a), an amount,
not in excess of the taxable gain recognized on such asset sale, necessary to
meet the REIT Distribution Requirement with respect thereto.

          "NET TOWER CASH FLOW": at any time, an amount equal to (i) the
aggregate annualized amount of the rent then payable by all lessees under Leases
with respect to Towers, or, in the case of Towers that are Managed Properties,
the revenue then due to the Borrower or any of its Subsidiaries under the Site
Management Agreement for such Towers (net of any payments required to be
remitted by the Borrower or its Subsidiaries to the owner or lessor of such
Towers), less (ii) the sum of (a) the aggregate annualized current insurance
expense, real estate and property taxes, ground lease payments (if any) and
amounts payable to a third party owner under any Site Management Agreement (if
applicable) with respect to the Towers; (b) the aggregate trailing twelve
(12)-month Maintenance Capital Expenditures and other expenses in respect of the
Towers for direct maintenance expenses, utilities, licensing and permitting
(provided, that in no event shall any item referred to in clauses (a) and (b) of
this definition (including Maintenance Capital Expenditures and utilities paid
by Sprint treated as a reduction in the Purchase Price) be deducted in respect
of any Tower the maintenance of which is the obligation of a Person other than
the Borrower or one or more of its Subsidiaries); and (c) a management fee equal
to the greater of (x) $9,600,000 per annum and (y) 5.00% of the aggregate
annualized amount of the rent then payable by all lessees under the Leases. For
purposes of clause (ii)(a) of this definition, the amount of "current" expenses,
taxes and other payments shall be determined, for the first month after the
Acquisition of any Tower, with respect to the Towers acquired pursuant to the
Sprint Acquisition, the amount set forth in Exhibit A of the Securitization Loan
Agreement Form under the heading "insurance, taxes and ground/lease


                                      -12-



payments" and, at any time thereafter, based on the actual amount of such
expenses, taxes and other payments. For purposes of clause (b) of this
definition, the calculation of the aggregate trailing twelve (12)-month
Maintenance Capital Expenditures and other expenses with respect to any Tower
(in each case after giving effect to the proviso thereto) shall be based on (i)
at the time of the Acquisition of such Tower and for one month thereafter, (A)
with respect to Maintenance Capital Expenditures and direct maintenance
expenses, the higher of (x) the sum of the actual annual budgeted Maintenance
Capital Expenditures and the annual budgeted direct maintenance expenses for
such Tower, and (y) $700, and (B) with respect to all other expenses, the
information obtained from the seller of such Tower pursuant to the
pre-acquisition due diligence process of the Loan Parties, and (ii) at any time
after the first month until the first anniversary of the Acquisition of such
Tower, the actual amount of such Maintenance Capital Expenditures and other
expenses, annualized based on the number of months that have passed since the
date of such Acquisition. The calculation of Net Tower Cash Flow shall be
subject to the last sentence of Section 5.1(d)(v).

          "NON-EXCLUDED TAXES": as defined in SECTION 2.14(A).

          "NON-EXEMPT LENDER": as defined in SECTION 2.14(F).

          "NOTE": as defined in SECTION 2.4(E).

          "NOTICE OF BORROWING": as defined in SECTION 2.2(A).

          "ORAL LEASES": those Leases which are oral and not subject to any
written agreement.

          "ORIGINAL MATURITY DATE": the day that is twelve (12) months after the
Closing Date, or if such date is not a Business Day, the next Business Day.

          "OTHER TAXES": as defined in SECTION 2.14(B).

          "PARTICIPANTS": as defined in SECTION 14.3(B).

          "PBGC": the Pension Benefit Guaranty Corporation established pursuant
to Subtitle A of Title IV of ERISA.

          "PLAN": at a particular time, any employee benefit plan which is
covered by ERISA and in respect of which Global Signal, the Borrower or a
Commonly Controlled Entity is (or, if such plan were terminated at such time,
would under Section 4069 of ERISA be deemed to be) an "employer" as defined in
Section 3(5) of ERISA.

          "PLEDGE AGREEMENT": the Pledge Agreement dated as of the date hereof
made by Global Signal, GSOP and any Person that becomes a party thereto pursuant
to Section 5(e) thereof in favor of the Collateral Agent, substantially in the
form of EXHIBIT H, as the same may be amended, supplemented or otherwise
modified from time to time.

          "PROGRAM SUPPORT AGREEMENT": with respect to any Conduit Lender, any
agreement entered into by any Program Support Provider providing for the
issuance of one or


                                      -13-



more letters of credit for the account of the Conduit Lender (or any related
commercial paper issuer that finances the Conduit Lender), the issuance of one
or more surety bonds for which the Conduit Lender (or such related issuer) is
obligated to reimburse the applicable Program Support Provider for any drawings
thereunder, the sale by the Conduit Lender (or such related issuer) to any
Program Support Provider of the Conduit Lender's interest under this Agreement
and the Loans (or portions thereof or participations therein) and/or the making
of loans and/or other extensions of credit to the Conduit Lender (or such
related issuer) in connection with its commercial paper program, together with
any letter of credit, surety bond or other instrument issued thereunder.

          "PROGRAM SUPPORT PROVIDER": with respect to any Conduit Lender, any
Person now or hereafter extending credit or having a commitment to extend credit
to or for the account of, or to make purchases from, such Conduit Lender (or any
related commercial paper issuer that finances such Conduit Lender) or issuing a
letter of credit, surety bond or other instrument to support any obligations
arising under or in connection with such Conduit Lender's (or such related
issuer's) commercial paper program.

          "RECOVERY EVENT": any settlement of or payment in respect of any
property or casualty insurance claim or any condemnation proceeding relating to
any asset of the Borrower or any of its Subsidiaries.

          "REIT DISTRIBUTION REQUIREMENT": distributions in an amount reasonably
necessary to enable Global Signal to pay the dividends required to maintain its
REIT Status and not be subject to corporate level tax based on income or to
excise tax under Section 4981 of the IRC.

          "REIT STATUS": with respect to any Person, such Person's status as a
real estate investment trust, as defined in Section 856(a) of the IRC, that
satisfies the conditions and limitations set forth in Section 856(b) and 856(c)
of the IRC.

          "REGISTER": as defined in SECTION 2.4(C).

          "REGULATION D": Regulation D of the Board as in effect from time to
time.

          "REORGANIZATION": with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of Section 4241
of ERISA.

          "REPORTABLE EVENT": any of the events set forth in Section 4043(c) of
ERISA, other than those events as to which the thirty day notice period is
waived under Sections .21, .22, .23, .26, .27 or .28 of PBGC Reg. Section 4043.

          "REQUIRED LENDERS": at any time, Lenders the Loan Percentages of which
aggregate more than 50%.

          "REQUIRED SYNDICATE LENDERS": with respect to either Syndicate,
Lenders the Loan Percentages of which aggregate more than 50% of the total Loan
Percentages of all the Lenders in such Syndicate.


                                      -14-



          "REQUIREMENTS OF LAW": as to any Person, the certificate of
incorporation and by laws or other organizational or Governing Documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

          "SECTION 2.14 CERTIFICATE": as defined in SECTION 2.14(F)(II).

          "SECURITIZATION": as defined in the third recital to this Agreement.

          "SECURITIZATION LOAN AGREEMENT": as defined in SECTION 14.9.

          "SECURITIZATION LOAN AGREEMENT FORM": as defined in the third recital
to this Agreement.

          "SPRINT": as defined in the first recital to this Agreement.

          "SPRINT ACQUISITION": as defined in the first recital to this
Agreement.

          "SPRINT ACQUISITION DOCUMENTS": as defined in the first recital to
this Agreement.

          "SPRINT SPV": as defined in the first recital to this Agreement.

          "S&P": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

          "SUBSIDIARY": as to any Person, a corporation, partnership or other
entity of which shares of stock or other ownership interests having ordinary
voting power (other than stock or such other ownership interests having such
power only by reason of the happening of a contingency) to elect a majority of
the board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise qualified, all references to a "SUBSIDIARY" or
to "SUBSIDIARIES" in this Agreement shall refer to a Subsidiary or Subsidiaries
of the Borrower.

          "SUBSIDIARY GUARANTEE": a Guarantee made by each Subsidiary (if any)
of the Borrower in favor of the Collateral Agent for the benefit of the Agents
and the Lenders, substantially in the form of EXHIBIT G as the same may be
amended, supplemented or otherwise modified from time to time.

          "SYNDICATE": either the BANA Syndicate or the Morgan Stanley
Syndicate.

          "SYNTHETIC LEASE": any lease entered into in connection with the lease
or acquisition of fixed assets which is treated under GAAP as an operating lease
but for tax purposes as a capital lease.

          "TAXES": as defined in SECTION 2.14(A).


                                      -15-



          "TAKEOUT FINANCING": a Securitization or a bank and/or bond, equity or
other financing transaction by Global Signal, the Borrower or any other
Affiliate of Global Signal, the proceeds of which are used to repay the Loans in
connection with the maturity of the Loans or early termination of the Loan
Facility.

          "TAKEOUT FINANCING NOTICE": as defined in SECTION 14.9.

          "THRESHOLD AMOUNT": $1,000,000.

          "TRANSFEREE": as defined in SECTION 14.3(E).

          "TYPE": as to any Loan, its nature as a Base Rate Loan or a Eurodollar
Loan.

          "ULTIMATE LENDER": as defined in SECTION 14.9.

          (b) Certain Replaced Terms. Each occurrence of the following terms in
the Securitization Loan Agreement Form shall be replaced as indicated below:

          (i) Each reference to "Borrower Parties" shall be deemed to be a
     reference to "Loan Parties", mutatis mutandis.

          (ii) Each reference to "Lender" listed in Part 1 of SCHEDULE 1.1 shall
     be deemed to be a reference to "Administrative Agents", mutatis mutandis.

          (iii) Each reference to "Lender" listed on Part 2 of SCHEDULE 1.1
     shall be deemed to be a reference to "Collateral Agent", mutatis mutandis.

          (iv) Each reference to "Lender" listed on Part 3 of SCHEDULE 1.1 shall
     be deemed to be a reference to "Agents", mutatis mutandis.

          (v) Each reference to "Lender" or "the Lender" listed on Part 4 of
     SCHEDULE 1.1 shall be deemed to be a reference to "each Lender" or "any
     Lender" as the context shall require, mutatis mutandis.

          (vi) Each reference to "Lender" listed on Part 5 of SCHEDULE 1.1 shall
     be deemed to be a reference to "the Required Lenders", mutatis mutandis.

          (vii) Each reference to "Lender" listed on Part 6 of SCHEDULE 1.1
     shall be deemed to be a reference to "each of the Lenders and the Agents",
     mutatis mutandis.

                                   ARTICLE II

                       TERMS OF THE LOANS AND COMMITMENTS

          Section 2.1 Loan Commitments.

          Subject to the terms and conditions hereof (including, without
limitation, the satisfaction of the conditions precedent set forth in ARTICLE
III of the Securitization Loan


                                      -16-



Agreement Form and ARTICLE III hereof), each Lender agrees to make a Loan
("LOANS") to the Borrower on the Closing Date up to an aggregate principal
amount not to exceed its respective Loan Commitment. Amounts prepaid or repaid
on the Loans may not be reborrowed.

          Section 2.2 Procedure for Borrowing.

          (a) The Borrower shall deliver to each Administrative Agent a fully
executed notice of borrowing substantially in the form of ANNEX I (the "NOTICE
OF BORROWING") no later than 11:00 a.m., New York City time, two Business Days
prior to the Closing Date. The Notice of Borrowing shall provide:

          (i) the amount to be borrowed;

          (ii) a calculation of the Aggregate Loan Commitment in reasonable
     detail;

          (iii) the amount of the borrowing to be paid to Sprint and its
     Subsidiaries; and

          (iv) wire instructions for Sprint and its Subsidiaries and the other
     parties to be paid in connection with the closing of the Sprint
     Acquisition.

          (b) Upon receipt of the Notice of Borrowing, each Administrative Agent
shall promptly notify each Lender in its respective Syndicate thereof. Not later
than 11:00 a.m., New York City time, on the Closing Date, each Lender shall make
available to its Administrative Agent at the office specified in SECTION 14.2
for such Administrative Agent the amount of such Lender's pro rata share of such
borrowing in immediately available funds. Subject to the satisfaction of the
conditions precedent set forth in ARTICLE III of the Securitization Loan
Agreement Form and ARTICLE III hereof and each Administrative Agent shall on
such date make the amounts it received from the Lenders in its Syndicate
available to the Borrower by wiring the specified funds to the accounts
specified in the Notice of Borrowing no later than 1:00 p.m., New York City
time, provided, that the Administrative Agents shall have received the funds
from each Lender by 11:00 a.m., New York City time, on such day.

          Section 2.3 Interest Rates and Payment Dates.

          (a) The Loans shall be Eurodollar Loans until the Loans are converted
to Base Rate Loans pursuant to SECTION 2.3(E), SECTION 2.10 or SECTION 2.12.

          (b) Each Eurodollar Loan shall bear interest at a rate per annum equal
to the Eurodollar Rate determined for such day plus the Applicable Margin.

          (c) Each Base Rate Loan shall bear interest at a rate per annum equal
to the Base Rate plus the Applicable Margin.

          (d) If the Applicable Margin is to be determined under Level II after
October 15, 2005, the Borrower shall on the first Business Day following such
date make a retroactive payment of interest to each applicable Administrative
Agent for the benefit of the Lenders in its Syndicate for the period of the
Closing Date to such date equal to the difference between the


                                      -17-



interest on the Loans calculated based on Level II of the Applicable Margin for
such period and the interest actually paid by the Borrower on the Loans for such
period.

          (e) If all or a portion of (i) any principal of any Loan, (ii) any
interest payable thereon or (iii) any other amount payable hereunder shall not
be paid when due (whether at the stated maturity, by acceleration or otherwise),
(x) at the option of any Administrative Agent or the Required Lenders and upon
notice to the Borrower, each Eurodollar Loan shall convert to a Base Rate Loan,
and (y) the principal of all overdue Loans and any such overdue interest or
other amount shall bear interest at a rate per annum which is the rate that
would otherwise be applicable to the Loans pursuant to the foregoing provisions
of this Section plus 4%, in each case from the date of such non-payment until
such overdue principal, interest or other amount is paid in full (as well after
as before judgment).

          (f) Interest shall be payable in arrears on each Interest Payment
Date; provided that interest accruing pursuant to paragraph (e) of this Section
shall be payable from time to time on demand.

          Section 2.4 Repayment of Loans; Evidence of Debt.

          (a) The Borrower hereby unconditionally promises to pay to each
Administrative Agent for the account of the Lenders in its Syndicate, the
principal amount of the Loans held by such Lenders on the Maturity Date;
provided, that if the Maturity Date is extended pursuant to SECTION 2.5, the
Borrower shall make a principal repayment to such Administrative Agent on each
Interest Payment Date following the Original Maturity Date in an amount equal to
a monthly percentage share of the aggregate outstanding principal amount of the
Loans held by such Lenders based on a 20-year straight-line amortization
schedule commencing on the Original Maturity Date, as calculated by the
Administrative Agents. Each Administrative Agent shall distribute to the Lenders
in its respective Syndicate payments it receives from the Borrower for the
account of such Lenders promptly upon receipt in like funds as received.

          (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing Indebtedness of the Borrower to such Lender
resulting from the Loan of such Lender, including the amounts of principal and
interest payable and paid to such Lender from time to time under this Agreement.

          (c) Each Administrative Agent shall maintain a register (the
"REGISTER"), solely for such purpose as agent for the Borrower, in which shall
be recorded (i) the name and address of each Lender in its Syndicate (including
any Assignee, successor and participants), (ii) the amount of each Loan made
hereunder by the Lenders in its Syndicate and any Note evidencing such Loan,
(iii) the amount of any principal or interest due and payable or to become due
and payable from the Borrower to each such Lender hereunder, (iv) the amount of
any sum received by such Administrative Agent hereunder from the Borrower, and
(v) each assignment and participation of such Loan pursuant to SECTION 14.3.

          (d) The entries made in each Register and the accounts of each Lender
maintained pursuant to SECTION 2.4(C) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded


                                      -18-



(absent manifest error); provided, however, that the failure of any
Administrative Agent to maintain the Register or any Lender to maintain such
account, or any error therein, shall not in any manner affect the obligation of
the Borrower to repay (with applicable interest) the Loans made to the Borrower
by such Lender in accordance with the terms of this Agreement. Any assignment or
transfer by any Lender of its rights and obligations under this Agreement
pursuant to and in accordance with SECTION 14.3 that is not recorded in
accordance with this SECTION 2.4 shall be treated for purposes of this Agreement
as a sale by such Lender of a participation in such rights and obligations in
accordance with SECTION 14.3.

          (e) The Borrower agrees that, upon the request of any Lender to its
Administrative Agent, the Borrower will execute and deliver to such Lender a
promissory note of the Borrower evidencing the Loans of such Lender,
substantially in the form of EXHIBIT B, with appropriate insertions as to date
and principal amount (a "NOTE").

          Section 2.5 Extension of Maturity Date.

          (a) Extension Option. (i) The Borrower may on two occasions extend the
Maturity Date for a period of six months upon written notice to the
Administrative Agents no later than 30 days prior to the then existing Maturity
Date; provided that if upon any such extension the Maturity Date would not be on
a Business Day, the Maturity Date shall be the next Business Day. Upon receipt
of any such notice, each Administrative Agent shall promptly notify each Lender
in its Syndicate thereof.

          (ii) The effectiveness of any such extension is subject to the
     satisfaction of the following conditions: (A) any fees and other amounts
     (including, without limitation, any fees payable by the Borrower in
     connection with such extension) shall have been paid; (B) any other amounts
     then due hereunder shall have been paid, (C) no Event of Default shall have
     occurred and be continuing on the date of such extension, and (D) delivery
     of a certificate of a Responsible Officer of the Borrower as to the matters
     set forth in SECTIONS 3.1(D) AND (H) and SECTIONS 4.2(B)(4) of the
     Securitization Loan Agreement Form.

          Section 2.6 [Reserved]

          Section 2.7 Optional Prepayment. The Borrower may at any time and from
time to time prepay the Loans, in whole or in part, without premium or penalty,
upon irrevocable notice to the Administrative Agents (in the form of ANNEX II)
prior to 12:00 noon, New York City time, at least three Business Days prior
thereto, specifying the date and amount of prepayment. Upon receipt of any such
notice, each Administrative Agent shall promptly notify each Lender in its
Syndicate thereof. If any such notice is given, the amount specified in such
notice shall be due and payable to the Administrative Agents on a pro rata basis
on the date specified therein, together with any accrued interest to such date
on the amount prepaid. Partial prepayments pursuant to this Section shall be in
an aggregate principal amount of $500,000 or a whole multiple thereof. Amounts
prepaid pursuant to this SECTION 2.7 may not be reborrowed. For the avoidance of
doubt, any assignment of this Agreement by the Lenders to an Ultimate Lender
pursuant to a Takeout Financing shall not be considered an optional prepayment.


                                      -19-



          Section 2.8 Mandatory Prepayments.

          (a) If on any date the Borrower or any of its Subsidiaries shall
receive Net Cash Proceeds from (i) any incurrence of Indebtedness by the
Borrower or any of its Subsidiaries, other than Indebtedness permitted pursuant
to SECTION 5.15 of the Securitization Loan Agreement Form, (ii) any sale or
issuance of Capital Stock by or receipt of any capital contribution to the
Borrower or any of its Subsidiaries (other than the Equity Contribution or
Capital Stock issued by a Loan Party to another Loan Party or GSOP or capital
contributions received by a Loan Party from another Loan Party or GSOP), (iii)
any Asset Sale or (iv) any Extraordinary Receipts, then 100% of such Net Cash
Proceeds shall be applied on the third Business Day following receipt of such
Net Cash Proceeds (or in the case of clauses (iii) and (iv), following receipt
of Net Cash Proceeds from any individual event or series of events in an
aggregate amount of $5,000,000) toward the prepayment of the Loans and interest
thereon.

          (b) If on any date the Borrower or any of its Subsidiaries shall
receive Net Cash Proceeds from any Recovery Event, 100% of such Net Cash
Proceeds shall be applied on the third Business Day following receipt of such
Net Cash Proceeds toward the prepayment of the Loans; provided that such
prepayment shall not be required if all of the following requirements are
satisfied: (i) the aggregate amount of all such Net Cash Proceeds is not greater
than $5,000,000, (ii) such Net Cash Proceeds are (A) reinvested in other like
assets within 270 days of the Recovery Event that gave rise to such Net Cash
Proceeds or (B) committed to be reinvested in other like assets within 270 days
of such Recovery Event and reinvested in such assets within 365 days of such
Recovery Event, and (iii) such Net Cash Proceeds are held in a segregated
deposit account that is subject to a perfected first priority security interest
in favor of Collateral Agent for the benefit of the Agents and the Lenders,
provided that the reinvestment or commitment to reinvest any such Net Cash
Proceeds of an amount in excess of $5,000,000 pursuant to clause (ii) above is
pre-approved in writing by the Required Lenders in their reasonable discretion.

          (c) If on any day a Takeout Financing shall occur which does not
result in this Agreement being replaced with a Securitization Loan Agreement
pursuant to SECTION 14.9, then the Borrower shall prepay, in full and in cash,
the Loans, any unpaid interest thereon and all other Obligations then
outstanding.

          (d) Any prepayment of Loans pursuant to this Section, and the rights
of the Lenders in respect thereof, are subject to the provisions of SECTION
2.11.

          Section 2.9 Computation of Interest and Fees.

          (a) Interest and fees shall be calculated in all other cases, on the
basis of a 360-day year, in each case for the actual days elapsed. The
Calculation Agent shall as soon as practicable notify the Borrower and each
Administrative Agent of each determination of a Eurodollar Rate. Any change in
the interest rate on a Loan resulting from a change in the Base Rate or the
Eurocurrency Reserve Requirements shall become effective as of the opening of
business on the day on which such change becomes effective. The Calculation
Agent shall as soon as practicable notify the Borrower and each Administrative
Agent of the effective date and the amount of each such change in interest rate.


                                      -20-



          (b) Each determination of an interest rate by the Calculation Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
the Borrower in the absence of manifest error.

          Section 2.10 Inability to Determine Interest Rate. If on any day:

          (a) the Calculation Agent shall have determined (which determination
shall be conclusive and binding upon the Borrower) that, by reason of
circumstances affecting the relevant market, adequate and reasonable means do
not exist for ascertaining the Eurodollar Rate; or

          (b) the Calculation Agent shall have received notice from the Required
Lenders that the Eurodollar Rate determined or to be determined on such day will
not adequately and fairly reflect the cost to such Lenders (as conclusively
certified by such Lenders) of making or maintaining their Eurodollar Loans,

then the Calculation Agent shall give telecopy or telephonic notice thereof to
the Borrower and the Administrative Agents as soon as practicable thereafter. If
such notice is given any outstanding Eurodollar Loans shall be Converted on such
day to Base Rate Loans, and until such notice has been withdrawn by the
Calculation Agent, no Loans under the Loan Facility shall be Converted to
Eurodollar Loans or Continued as such. The Calculation Agent shall withdraw any
such notice pursuant to clause (a) above if the Calculation Agent determines
that the relevant circumstances have ceased to exist.

          Section 2.11 Pro Rata Treatment and Payments.

          (a) The borrowing by the Borrower from the Lenders hereunder and any
reduction of the Loans of the Lenders shall be made pro rata according to the
respective Loan Percentages of the Lenders. Each payment (including each
prepayment) by the Borrower on account of principal of and interest on the Loans
shall be made pro rata according to the respective outstanding principal amounts
of the Loans then held by the Lenders.

          (b) All payments (including prepayments) to be made by the Borrower
hereunder, whether on account of principal, interest, fees or otherwise, shall
be made without set off or counterclaim and shall be made prior to 12:00 noon,
New York City time, on the due date thereof to the relevant Administrative Agent
at such Administrative Agent's office specified in SECTION 14.2, in Dollars and
in immediately available funds. If any payment hereunder (other than payments on
Eurodollar Loans) becomes due and payable on a day other than a Business Day,
such payment shall be extended to the next succeeding Business Day, and, with
respect to payments of principal, interest thereon shall be payable at the then
applicable rate during such extension. If any payment on a Eurodollar Loan
becomes due and payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding Business Day unless the result of such
extension would be to extend such payment into another calendar month in which
event such payment shall be made on the immediately preceding Business Day. In
the case of any extension of any payment of principal pursuant to the preceding
two sentences, interest thereon shall be payable at the then applicable rate
during such extension.


                                      -21-



          (c) Unless the Administrative Agent for a Lender shall have been
notified in writing by such Lender prior to a borrowing that such Lender will
not make the amount that would constitute its pro rata share of such borrowing
available to its Administrative Agent in accordance with SECTION 2.2(B), such
Administrative Agent may assume that such Lender is making such amount available
to it, and such Administrative Agent may, in reliance upon such assumption, make
available to the Borrower a corresponding amount. If such amount is not made
available to such Administrative Agent by the required time on the Closing Date,
such Lender shall pay to such Administrative Agent, on demand, such amount with
interest thereon at a rate equal to the daily average Federal Funds Effective
Rate for the period until such Lender makes such amount immediately available to
such Administrative Agent. A certificate of an Administrative Agent submitted to
any Lender in its Syndicate with respect to any amounts owing under this Section
shall be conclusive in the absence of manifest error. If such Lender's pro rata
share of such borrowing is not made available to its Administrative Agent by
such Lender within three Business Days of the Closing Date, such Administrative
Agent shall also be entitled to recover such amount with interest thereon at the
rate per annum applicable to Base Rate Loans hereunder, on demand, from the
Borrower.

          Section 2.12 Illegality. Notwithstanding any other provision herein,
if the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for any Lender to
make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the
commitment of such Lender hereunder to make Eurodollar Loans and Continue
Eurodollar Loans as such shall forthwith be cancelled, and (b) such Lender's
Loans then outstanding as Eurodollar Loans, if any, shall be Converted
automatically to Base Rate Loans.

          Section 2.13 Requirements of Law.

          (a) If the adoption of or any change in any bank regulatory guideline
or any Requirement of Law or in the administration, interpretation or
application thereof or compliance by any Lender or any Program Support Provider
with any request or directive (whether or not having the force of law) from any
central bank or other Governmental Authority made subsequent to (A) the date
that such Lender (or, with respect to a Program Support Provider, the applicable
Conduit Lender) became a party to this Agreement, (B) with respect to a transfer
or assignment made pursuant to SECTION 14.3(B) or (C) hereof, the effective date
of such transfer or assignment, except to the extent that such Transferee's
predecessor was entitled to such amounts or (C) with respect to the designation
of a new lending office, the effective date of such designation:

          (i) does or shall subject any Lender or any Program Support Provider
     to any tax, duty or other charge of any kind whatsoever with respect to
     this Agreement, any Note, any other Loan Document, any Program Support
     Agreement or any Loan made by it, or change the basis of taxation of
     payments to such Lender or such Program Support Provider in respect thereof
     (except for Non-Excluded Taxes resulting from such Lender's or such Program
     Support Provider's failure to comply with the provisions of SECTION 2.14
     hereof and changes in the rate or manner of determination of tax on the
     overall net income of such Lender or such Program Support Provider together
     with, in each case, any interest, penalties or additions to such taxes);


                                      -22-



          (ii) does or shall impose, modify or hold applicable any reserve,
     special deposit, compulsory loan or similar requirement (including any
     requirement imposed by the Board of Governors of the Federal Reserve
     System) against assets held by, deposits or other liabilities in or for the
     account of, advances, loans or other extensions of credit by, or any other
     acquisition of funds by, any office of such Lender or such Program Support
     Provider which is not otherwise included in the determination of the
     Eurodollar Rate; or

          (iii) does or shall impose on such Lender or such Program Support
     Provider any other condition or expense;

and the result of any of the foregoing is to increase the cost to such Lender or
such Program Support Provider, by an amount which such Lender or such Program
Support Provider deems to be material, of making, continuing or maintaining
Loans (or, with respect to Program Support Providers, of entering into its
Program Support Agreements) or to reduce any amount receivable hereunder in
respect thereof, then, in any such case, the Borrower shall promptly, after
receiving notice as specified in clause (c) of this Section, pay such Lender
(for its own account or the account of such Program Support Provider, if
applicable) such additional amount or amounts as will compensate such Lender or
such Program Support Provider for such increased cost or reduced amount
receivable.

          (b) If any Lender or any Program Support Provider shall have
determined that the adoption of or any change in or change in the
administration, interpretation or application of any bank regulatory guideline
or Requirement of Law regarding capital adequacy or in the interpretation or
application thereof or compliance by such Lender or such Program Support
Provider or any corporation controlling such Lender or such Program Support
Provider with any request or directive regarding capital adequacy (whether or
not having the force of law) from any Governmental Authority made subsequent to
the date hereof shall have the effect of reducing the rate of return on such
Lender's or such Program Support Provider's or such corporation's capital as a
consequence of its obligations hereunder (or under the related Program Support
Agreements) to a level below that which such Lender or such Program Support
Provider or such corporation could have achieved but for such adoption, change
or compliance (taking into consideration such Lender's or such Program Support
Provider's or such corporation's policies with respect to capital adequacy) by
an amount deemed by such Lender or such Program Support Provider to be material,
then from time to time, the Borrower shall promptly pay to such Lender (for its
own account or the account of such Program Support Provider, if applicable) such
additional amount or amounts as will compensate such Lender or such Program
Support Provider for such reduction. For avoidance of doubt, any interpretation
of Accounting Research Bulletin No. 51 by the Financial Accounting Standards
Board (including Interpretation No. 46: Consolidation of Variable Interest
Entities) shall constitute an adoption, change, request or directive, and any
implementation thereof shall be, subject to this SECTION 2.13(B).

          (c) If any Lender becomes entitled to claim any additional amounts
pursuant to this SECTION 2.13, it shall promptly notify the Borrower (with a
copy to its Administrative Agent) of the event by reason of which it has become
so entitled. A certificate as to any additional amounts payable pursuant to this
Section submitted by such Lender to the Borrower (with a copy to its
Administrative Agent) shall be conclusive in the absence of manifest error.


                                      -23-



The agreements in this Section shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable hereunder.

          (d) Any Lender, if claiming any additional amounts payable pursuant to
this SECTION 2.13 or SECTION 2.14, shall use reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions and so long as, in its
sole determination, such efforts would not be disadvantageous to it) to file any
certificate or document reasonably requested in writing by the Borrower if the
making of such a filing would avoid the need for or reduce the amount of any
such additional amounts.

          Section 2.14 Taxes.

          (a) Any and all payments by the Borrower under or in respect of this
Agreement or any other Loan Documents to which the Borrower is a party shall be
made free and clear of, and without deduction or withholding for or on account
of, any and all present or future taxes, levies, imposts, deductions, charges or
withholdings and all liabilities (including penalties, interest and additions to
tax) with respect thereto, whether now or hereafter imposed, levied, collected,
withheld or assessed by any taxation authority or other Governmental Authority
(collectively, "TAXES"), unless required by law. If the Borrower shall be
required under any applicable Requirement of Law to deduct or withhold any Taxes
from or in respect of any sum payable under or in respect of this Agreement or
any of the other Loan Documents to any Lender or any Program Support Provider,
(i) Borrower shall make all such deductions and withholdings in respect of
Taxes, (ii) Borrower shall pay the full amount deducted or withheld in respect
of Taxes to the relevant taxation authority or other Governmental Authority in
accordance with the applicable Requirement of Law, and (iii) the sum payable by
Borrower shall be increased as may be necessary so that after Borrower has made
all required deductions and withholdings (including deductions and withholdings
applicable to additional sums payable under this SECTION 2.14) such Lender or
such Program Support Provider receives an amount equal to the sum it would have
received had no such deductions or withholdings been made in respect of
Non-Excluded Taxes. For purposes of this Agreement and except as otherwise
provided in SECTION 2.14(F) and SECTION 2.14(G), the term "NON-EXCLUDED TAXES"
are Taxes other than, in the case of each Lender or a Program Support Provider,
Taxes that are imposed on or measured by its overall net income (including
franchise taxes imposed in lieu thereof and branch profit taxes, and including
penalties, interest and additions to Tax with respect thereto), by the
jurisdiction under the laws of which such Lender or such Program Support
Provider is organized or of its Applicable Lending Office, or any political
subdivision thereof, unless Taxes are imposed as a result of a connection that
arises solely from such Lender having executed, delivered or performed its
obligations or received payments under, or enforced, this Agreement or any of
the other Loan Documents or from such Program Support Provider having executed,
delivered or performed its obligations or received payments under, or enforced,
its Program Support Agreements (in which case such Taxes will be treated as
Non-Excluded Taxes).

          (b) In addition, Borrower hereby agrees to pay any present or future
stamp, recording, documentary, excise, property or similar taxes, charges or
levies that arise from any payment made under or in respect of this Agreement or
any other Loan Document or from the execution, delivery or registration of, any
performance under, or otherwise with respect to, this Agreement or any other
Loan Document (collectively, "OTHER TAXES").


                                      -24-



          (c) Borrower hereby agrees to indemnify each Lender and any Program
Support Provider for, and to hold each of them harmless against, the full amount
of Non-Excluded Taxes and Other Taxes, and the full amount of Taxes of any kind
imposed on or paid by such Lender or such Program Support Provider, and any
liability (including penalties, additions to tax, interest and expenses) arising
therefrom or with respect thereto, in each case, imposed by any jurisdiction on
amounts payable under this SECTION 2.14. The indemnity by Borrower provided for
in this SECTION 2.14(C) shall apply and be made whether or not the Non-Excluded
Taxes or Other Taxes for which indemnification hereunder is sought have been
correctly or legally asserted. Amounts payable by Borrower under the indemnity
set forth in this SECTION 2.14(C) shall be paid within ten (10) days from the
date on which the applicable Lender or Program Support Provider, as the case may
be, makes written demand therefor, and provides to Borrower any notice or
assessment made for such Non-Excluded Taxes or Other Taxes received by such
Lender or such Program Support Provider from a Governmental Authority or tax
authority.

          (d) Any Lender or Program Support Provider that receives additional
payments from the Borrower pursuant to SECTIONS 2.14(A), (B) or (C) shall take
all reasonable actions (consistent with its internal policy and legal and
regulatory restrictions) requested by Borrower to assist Borrower, as the case
may be, at the sole expense of Borrower, to recover from the relevant taxation
authority or other Governmental Authority any Taxes in respect of which amounts
were paid by Borrower pursuant to SECTIONS 2.14(A), (B) or (C). However, such
Lender and any such Program Support Provider will not be required to take any
action that would be, in the sole judgment of such Lender or such Program
Support Provider, legally inadvisable, or commercially or otherwise
disadvantageous to such Lender or such Program Support Provider in any respect,
and in no event shall such Lender or such Program Support Provider be required
to disclose any tax returns or any other information that, in the sole judgment
of such Lender or such Program Support Provider, is confidential.

          (e) Within 30 days after the date of any payment of Taxes pursuant to
SECTION 2.14, Borrower (or any Person making such payment on behalf of Borrower)
shall furnish to the applicable Lender or such Program Support Provider a
certified copy of the original official receipt evidencing payment thereof. In
the case of any payment under or in respect of this Agreement or any of the
other Loan Documents by or on behalf of Borrower through an account or branch
outside the United States, or on behalf of Borrower by a payor that is not a
United States person, if Borrower determines that no Taxes are payable in
respect thereof, Borrower shall furnish, or shall cause such payor to furnish,
to the applicable Lender or such Program Support Provider an opinion of counsel
reasonably acceptable to the applicable Lender or such Program Support Provider
stating that such payment is exempt from Taxes. For purposes of SECTIONS 2.14(E)
and (F), the terms "UNITED STATES" and "UNITED STATES PERSON" shall have the
meanings specified in Section 7701 of the IRC.

          (f) On or before the first payment date hereunder to which each Lender
or Program Support Provider (including any participant, assignee or successor)
is entitled, and from time to time thereafter if requested in writing by
Borrower (but only so long as such Lender remains lawfully able to do so), any
Lender or Program Support Provider that either (i) is not incorporated under the
laws of the United States, any State thereof, or the District of Columbia or
(ii) whose name does not include "Incorporated," "Inc.," "Corporation," "Corp.,"
"P.C.,"


                                      -25-



"insurance company," or "assurance company" (a "NON-EXEMPT LENDER"), shall
deliver or cause to be delivered to Borrower the following properly completed
and duly executed documents:

          (i) a complete and executed (x) U.S. Internal Revenue Form W-8BEN with
     Part II completed in which such Lender or such Program Support Provider
     claims the benefits of a tax treaty with the United States providing for a
     reduced or zero rate of withholding (or any successor forms thereto),
     including all appropriate attachments or (y) a U.S. Internal Revenue
     Service Form W-8ECI (or any successor form thereto); or

          (ii) in the case of an individual, (x) a complete and executed U.S.
     Internal Revenue Service Form W-8BEN (or any successor forms thereto) and a
     certificate substantially in the form of EXHIBIT E (a "SECTION 2.14
     CERTIFICATE") or (y) a complete and executed Internal Revenue Service Form
     W-9 (or any successor form thereto); or

          (iii) in the case of a Non-Exempt Lender or Program Support Provider
     that is organized under the laws of the United States, any State thereof,
     or the District of Columbia, (x) a complete and executed Internal Revenue
     Service Form W-9 (or any successor forms thereto), including all
     appropriate attachments or (y) if such Non-Exempt Lender or Program Support
     Provider is disregarded for federal income tax purposes, the documents that
     would be required by clause (i), (ii), (iii), (iv) or (v) with respect to
     its beneficial owner if such beneficial owner were Lender or Program
     Support Provider; or

          (iv) in the case of a Non-Exempt Lender or Program Support Provider
     that (i) is not organized under the laws of the United States, any State
     thereof, or the District of Columbia, and (ii) is treated as a corporation
     for U.S. federal income tax purposes, a complete and executed U.S. Internal
     Revenue Service Form W-8BEN claiming a zero rate of withholding (or any
     successor forms thereto) and a Section 2.14 Certificate; or

          (v) in the case of a Non-Exempt Lender or Program Support Provider
     that (A) is treated as a partnership or other non-corporate entity, or is
     disregarded for U.S. federal income tax purposes, and (B) is not organized
     under the laws of the United States, any State thereof, or the District of
     Columbia, (x) a complete and executed Internal Revenue Service Form W-8IMY
     (including all required documents and attachments) (or any successor form
     thereto), and (y)(i) a Section 2.14 Certificate, and (ii) without
     duplication, with respect to each of its beneficial owners and the
     beneficial owners of such beneficial owners looking through chains of
     owners to individuals or entities that are treated as corporations for U.S.
     federal income tax purposes (all such owners, "BENEFICIAL OWNERS"), the
     documents that would be required by clause (i), (ii), (iii), (iv) or this
     clause (v) with respect to each such beneficial owner if such beneficial
     owner were a Lender or Program Support Provider; provided, however, that no
     such documents will be required with respect to a beneficial owner to the
     extent the actual Lender or Program Support Provider is determined to be in
     compliance with the requirements for certification on behalf of its
     beneficial owner as may be provided in applicable U.S. Treasury
     regulations, or the requirements of this clause (v) are otherwise
     determined to be unnecessary, all such determinations under this clause (v)
     to be made in the sole discretion of Borrower.


                                      -26-



          (g) If the forms referred to above in SECTION 2.14(F) that are
provided by a Lender or Program Support Provider at the time such Lender, or the
Conduit Lender related to such Program Support Provider, first becomes a party
to this Agreement indicate a United States interest withholding tax rate in
excess of zero, withholding tax at such rate shall be treated as Taxes other
than "Non-Excluded Taxes" ("EXCLUDED TAXES") and shall not qualify as
Non-Excluded Taxes unless and until such Lender or such Program Support Provider
provides the appropriate form certifying that a lesser rate applies, whereupon
withholding tax at such lesser rate shall be considered Excluded Taxes solely
for the periods governed by such form. If, however, on the date of the
Assignment and Acceptance pursuant to which a Lender, or the Conduit Lender
related to a Program Support Provider, assignee becomes a party to this
Agreement, Lender assignor, or the Program Support Provider related to the
Conduit Lender assignor, was entitled to indemnification or increased amounts
under this SECTION 2.14, then the Lender assignee, or Program Support Provider
related to the Conduit Lender assignee, shall be entitled to indemnification or
increased amounts to the extent (and only to the extent) that the Lender
assignor, or the Program Support Provider related to the Conduit Lender
assignor, was entitled to such indemnification or increased amounts for
Non-Excluded Taxes, and the Lender assignee, or Program Support Provider related
to the Conduit Lender assignee, shall be entitled to additional indemnification
or increased amounts for any other or additional Non-Excluded Taxes. Any
additional Taxes in respect of a Lender or Program Support Provider that result
solely and directly from a change in the Applicable Lending Office of such
Lender or such Program Support Provider shall be treated as Excluded Taxes (and
shall not qualify as Non-Excluded Taxes) (A) except for any additional
Non-Excluded Taxes imposed as a result of a change in the applicable Requirement
of Law, or in the interpretation or application thereof, occurring after the
date of such change or (B) unless such change is made at the request of the
Borrower for such Lender or such Program Support Provider to change its
Applicable Lending Office.

          (h) For any period with respect to which any Lender or Program Support
Provider has failed to provide Borrower with the appropriate form, certificate
or other document described in SECTION 2.14(F) (other than (i) if such failure
is due to a change in any applicable Requirement of Law, or in the
interpretation or application thereof, occurring after the date on which a form,
certificate or other document originally was required to be provided, (ii) if
such form, certificate or other document otherwise is not required under SECTION
2.14(F) or (iii) if it is legally inadvisable or otherwise commercially
disadvantageous for such Lender or such Program Support Provider to deliver such
form, certificate or other document), such Lender or such Program Support
Provider shall not be entitled to indemnification or additional amounts under
SECTIONS 2.14(A) or (C) with respect to Non-Excluded Taxes imposed by the United
States by reason of such failure; provided, however, that should a Lender or
Program Support Provider become subject to Non-Excluded Taxes because of its
failure to deliver a form, certificate or other document required hereunder,
Borrower shall take such steps as such Lender or such Program Support Provider
shall reasonably request to assist such Lender in recovering such Non-Excluded
Taxes.

          (i) The agreements in this Section shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.


                                      -27-



          Section 2.15 Breakage. The Borrower shall pay the applicable
Administrative Agent for the account of the related Lenders, on demand, such
amount or amounts as shall compensate the Lenders for any loss (including loss
of profit), cost or expense incurred by the Lenders (as reasonably determined by
the applicable Administrative Agent) as a result of any reduction of any
principal amount of any Loan (other than repayment in full of the Loans on the
Maturity Date) that occurs prior to the maturity date of the commercial paper
(or other financing source) funding such Loans, which maturity date Borrower has
been made aware (and Borrower may elect to extend the date of any prepayment to
avoid such costs, absent an Event of Default), such compensation to be (i)
limited to an amount equal to any loss or expense suffered by the Lenders during
the period from the date of receipt of such repayment to (but excluding) the
maturity date of such commercial paper (or other financing source) and (ii) net
of the income, if any, received by the recipient of such reductions from
investing the proceeds of such reductions of such Loans. The determination by
the applicable Administrative Agent of the amount of any such loss or expense
shall be set forth in a written notice to the Borrower in reasonable detail and
shall be conclusive, absent manifest error. In addition, the Borrower agrees to
indemnify each Lender and to hold each Lender harmless from any actual loss or
expense which such Lender may sustain or incur as a consequence of (a) default
by the Borrower in making a borrowing of, Conversion into or Continuation of
Eurodollar Loans after the Borrower has given a notice requesting the same in
accordance with the provisions of this Agreement, (b) default by the Borrower in
making any prepayment after the Borrower has given a notice thereof in
accordance with the provisions of this Agreement or (c) the making of a
prepayment of Eurodollar Loans on a day which is not the last day of an Interest
Period with respect thereto. This covenant shall survive the termination of this
Agreement and the payment of Loans and all other amounts payable hereunder.

                                  ARTICLE III

                              CONDITIONS PRECEDENT

          Section 3.1 Additional Conditions. Without limitation to the
conditions precedent in ARTICLE III of the Securitization Loan Agreement Form,
the obligations of each Lender to fund its Loan on the Closing Date are subject
to the conditions precedent set forth below.

          (a) Sprint Acquisition.

          (i) The Equity Contribution and the Sprint Acquisition shall have
     been, or shall be concurrently with the making of the Loans, consummated,
     and the "Initial Closing" (as defined in the Agreement to Lease and
     Sublease) shall have occurred, or shall occur concurrently with the making
     of the Loans, in each case in accordance with the terms of the Sprint
     Acquisition Documents, without any amendment, modification or waiver
     thereof that would be materially adverse to the Lenders' interest in the
     Collateral except with the consent of the Required Lenders, and the
     Administrative Agents shall have received evidence reasonably satisfactory
     to it to that effect.

          (ii) Each Administrative Agent shall have received a copy of each of
     the Sprint Acquisition Documents, certified by an authorized officer of the
     Borrower as


                                      -28-



     being a true and correct copy thereof, and, to the extent requested by
     either Administrative Agent, a copy of any of the documents delivered to
     the Borrower on the "Initial Closing Date" (as defined in the Agreement to
     Lease and Sublease), all of which may be certified as "drafts" with fully
     executed counterparts made available on the Closing Date with executed
     copies to be delivered within ten (10) Business Days following the Closing
     Date.

          (iii) Each of the Administrative Agents shall have received, with
     respect to the Towers acquired in the Sprint Acquisition, a valuation
     summary in form and substance satisfactory to the Administrative Agents.

          (b) Consents, Licenses and Approvals. The Administrative Agents shall
have received, with a counterpart for each Lender, a certificate of an
authorized officer of the Borrower as to the matters set forth in SECTION
4.2(B)(4) of the Securitization Loan Agreement Form.

          (c) Lien Searches. The Administrative Agents shall have received the
results of a recent search by a Person reasonably satisfactory to the
Administrative Agents, of the Uniform Commercial Code, judgment and tax lien
filings which may have been filed with respect to personal property of the
Borrower (other than any property acquired in the Sprint Acquisition), and the
results of such search shall be satisfactory to the Administrative Agents.

          (d) Acknowledgment and Consent of Loan Parties. The Collateral Agent
shall have received an acknowledgement of and consent to the Pledge Agreement,
executed by a duly authorized officer of each "Issuer" (as defined therein)
thereunder, in substantially the form appended to the Pledge Agreement.

          (e) Environmental Reports. The Administrative Agents shall have
received a database search environment assessment report for each Tower and, if
the Administrative Agents determine in their reasonable judgment that any
condition described in a report for any Tower so warrants, a Phase I or Phase II
environment assessment report for such Tower.

          (f) Engineering Reports. The Administrative Agents shall have received
a copy of each engineering report obtained by the Borrower or its Subsidiaries
(if any) with respect to any Mortgaged Property acquired in the Acquisition.

          (g) Opinions. Each of the Administrative Agents shall have received
from legal counsel to the Borrower, reasonably satisfactory to each of the
Administrative Agents, a written legal opinion, substantially in the form
attached hereto as Exhibit J.

          (h) Fees and Expenses. The Administrative Agents shall have received
the fees to be received on the Closing Date referred to in the Fee Letter. The
Borrower shall have paid all reasonable fees and expenses of legal counsel to
BANA and Morgan Stanley in connection with the preparation and negotiation of
this Agreement and, subject to the proviso to Section 14.5(b) of this Agreement,
participation agreements and other related documents in connection with the
syndication of this Agreement.


                                      -29-




                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

          Section 4.1 Additional Representations and Warranties. Without
limitation to the representations and warranties set forth in ARTICLE IV of the
Securitization Loan Agreement Form, the Borrower hereby represents and warrants
to each of the Lenders and the Agents that the statements made in this ARTICLE
IV will be, true, correct and complete as of the Closing Date and each Interest
Payment Date.

          (a) Intellectual Property. Each of the Borrower and its Subsidiaries
owns, or is licensed to use, all trademarks, trade names, copyrights,
technology, know how and processes necessary for the conduct of its business as
currently conducted except for those of which the failure to so own or license
are not reasonably expected to have a Material Adverse Effect (the "INTELLECTUAL
PROPERTY"). No claim has been asserted and is pending by any Person challenging
or questioning the use of any such Intellectual Property or the validity or
effectiveness of any such Intellectual Property, which, if successful, would
reasonably be expected to have a Material Adverse Effect, nor does the Borrower
know of any valid basis for any such claim. The use of such Intellectual
Property by the Borrower and its Subsidiaries does not infringe on the rights of
any Person, except for such claims and infringements that, in the aggregate, are
not reasonably expected to have a Material Adverse Effect.

          (b) Security Documents. The provisions of ARTICLE X of the
Securitization Loan Agreement Form and the Pledge Agreement are effective to
create in favor of the Collateral Agent for the benefit of the Agents and the
Lenders a legal, valid and enforceable security interest in all right, title and
interest of each Loan Party in the "Other Company Collateral" or the
"Collateral" described therein.

          (i) The exact legal name and form and jurisdiction of organization for
     each of the Loan Parties is set forth in SCHEDULE 4.1. None of the Loan
     Parties have done business using a prior name, assumed name or trade name,
     other than GSI, which was previously known as Pinnacle Holdings, Inc. When
     proper Financing Statements have been filed in the offices in the
     jurisdictions listed in SCHEDULE 4.1, the security interest created by
     ARTICLE X of the Securitization Loan Agreement Form and the Pledge
     Agreement constitute a fully perfected first priority Lien on, and security
     interest in, all right, title and interest of the applicable Loan Parties
     to the Pledge Agreement in the "Pledged Collateral" described therein,
     which can be perfected by such filing.

          (ii) Neither the Borrower nor any Subsidiary owns any property, or has
     any interest in any property, that is not (or will not be following
     delivery and recordation of the Deeds of Trust) subject to a fully
     perfected first priority Lien on, or security interest in, such property in
     favor of the Collateral Agent (for the benefit of the Agents and the
     Lenders), subject only to Permitted Encumbrances.


                                      -30-



                                    ARTICLE V

                                    COVENANTS

          Section 5.1 Additional Covenants. Without limitation to the covenants
set forth in ARTICLE V of the Securitization Loan Agreement Form, the Borrower
and its Subsidiaries shall be subject to each of the covenants set forth below.

          (a) Environmental Laws. The Borrower and its Subsidiaries shall comply
with, and shall use its commercially reasonable efforts to ensure compliance by
all tenants and subtenants, if any, with, all applicable Environmental Laws and
obtain and comply in all material respects with and maintain, and use its
commercially reasonable efforts to ensure that all tenants and subtenants obtain
and comply in all material respects with and maintain, any and all licenses,
approvals, notifications, registrations or permits required by applicable
Environmental Laws except to the extent that failure to do so could not be
reasonably expected to have a Material Adverse Effect.

          (b) Leases. The Borrower shall, and shall cause each of its
Subsidiaries to, after the Closing Date, only enter into new Leases or become
party to any Leases which are not Oral Leases. The Borrower covenants that it
will use its commercially reasonable efforts to ensure that each Lease (i) is
not oral and is subject to written agreement, (ii) does not prohibit or render
unenforceable or void any Lien of the Collateral Agent or any foreclosure and/or
operation of the Tower on which such Lease is located by the Collateral Agent,
whether by contractual provision, operation of law, or otherwise, (iii) does not
have any provision preventing, hindering or prohibiting the Collateral Agent
from directly receiving the rents, receivables or other revenues generated in
respect of such Lease from the lessee thereof (or the effect of which prevents,
hinders or prohibits such action by operation of Law), and (iv) is subject to a
first priority assignment of such Lease and all rents, issues and profits with
respect thereto to the Collateral Agent.

          (c) Additional Subsidiaries. In the event that the Borrower is
permitted to acquire or form any additional Subsidiary, such Subsidiary shall
execute a Subsidiary Guarantee and the Borrower and/or any Subsidiary which is a
holder of any Capital Stock of such Subsidiary shall execute a supplement to the
Pledge Agreement in accordance with SECTION 5(E) thereof, and shall take such
other action as shall be necessary or advisable (including, without limitation,
the execution of Financing Statements) in order to perfect the Liens granted by
such Subsidiary in favor of the Collateral Agent for the benefit of the Agents
and the Lenders and to effect and perfect the pledge of all of the Capital Stock
of such Subsidiary in favor of the Collateral Agent for the benefit of the
Agents and the Lenders. The Collateral Agent shall be entitled to receive legal
opinions of one or more counsel to the Borrower and such Subsidiary addressing
such matters as the Collateral Agent or its counsel may reasonably request,
including, without limitation, the enforceability of such Subsidiary Guarantee
and the Pledge Agreement against such Subsidiary or the Borrower, as applicable,
and the creation, validity and perfection of the Liens so granted by such
Subsidiary and the Borrower and/or other Subsidiaries to the Collateral Agent
for the benefit of the Agents and the Lenders.


                                      -31-



          (d) Deeds of Trust; Title Policies; Zoning. (i) With respect to Towers
acquired pursuant to the Sprint Acquisition representing 26.67% or more of the
Aggregate Acquisition Price as determined by reference to the allocated purchase
price schedule attached as Schedule 5.1(d), the Borrower shall within two months
after the Closing Date deliver, or cause to be delivered, to the Collateral
Agent, and cause to be duly recorded in the requisite jurisdiction, Deeds of
Trust for such Towers.

          (ii) With respect to Towers acquired pursuant to the Sprint
     Acquisition representing 53.34% or more of the Aggregate Acquisition Price
     as determined by reference to the allocated purchase price schedule
     attached as Schedule 5.1(d), the Borrower shall within four months after
     the Closing Date deliver, or cause to be delivered, to the Collateral
     Agent, and cause to be duly recorded in the requisite jurisdiction, Deeds
     of Trust for such Towers.

          (iii) With respect to Towers acquired pursuant to the Sprint
     Acquisition representing 80.00% or more of the Aggregate Acquisition Price
     as determined by reference to the allocated purchase price schedule
     attached as Schedule 5.1(d), the Borrower shall within six months after the
     Closing Date (A) deliver, or cause to be delivered, to the Collateral
     Agent, and cause to be duly recorded in the requisite jurisdiction, Deeds
     of Trust for such Towers, and (B) deliver, or cause to be delivered, to the
     Collateral Agent Title Policies for such Towers referred to in clause (A).

          (iv) The Title Policies shall be substantially in the form attached
     hereto as Exhibit I, shall be in full force and effect, shall inure to the
     benefit of the Collateral Agent and be freely assignable to the new lender
     or trustee in connection with a Securitization without the consent or any
     notification to the Title Company, shall have the premium therefor paid in
     full within six months after the Closing Date, the Title Company shall be
     licensed in the state in which the Mortgaged Property is located, shall
     have no claims made under such Title Policy, and shall affirmatively insure
     (unless the related Mortgaged Property is in a jurisdiction where such
     affirmative insurance is not available) that the Borrower's interest in the
     applicable Property is the same as the Mortgaged Property legally described
     in the related Deed of Trust.

          (v) If Borrower or any Subsidiary of the Borrower is notified by a
     Governmental Authority alleging that Towers generating in excess of five
     percent (5%) of the Net Tower Cash Flow are or have become a
     "non-conforming use" under, or is otherwise in violation of, applicable
     zoning and building ordinances, the Borrower shall promptly notify the
     Administrative Agents. If (a) any such alleged non-conforming use or zoning
     violation is not cured or if such allegation is not withdrawn or determined
     in favor of the Borrower or the relevant Subsidiary by such Governmental
     Authority within six months after such notice or if such alleged
     non-confirming use or zoning violation is not capable of cure without
     material alteration of such Tower and there is a final determination by
     such Governmental Authority or an admission by the Borrower or such
     Subsidiary confirming the existence of such non-conforming use or zoning
     violation, and (b) any Towers with zoning violations and "non-confirming
     uses" described in this clause (v) after a final determination have been
     ordered to be removed or materially altered by such Governmental Authority,
     then such Towers shall not be included in the calculation


                                      -32-



     of Net Tower Cash Flow until such non-conforming use or zoning violation is
     cured or such allegation is withdrawn or determined in favor of the
     Borrower or such Subsidiary by such Governmental Authority.

          (e) Interest Rate Protection. At all times, Borrower shall maintain,
or caused to be maintained, in effect one or more Interest Rate Agreements in
form and substance reasonably satisfactory to the Required Lenders, with respect
to an aggregate notional principal amount of not less than 100% of the aggregate
principal amount of the total Indebtedness of the Borrower and its Subsidiaries.
The Interest Rate Agreement between BANA and Global Signal supporting the
Interest Rate Agreement between Borrower and Global Signal, in each case, in
effect on the Closing Date and disclosed to the Agents prior to the Closing Date
shall satisfy this requirement.

          (f) Limitation on Fundamental Changes. The Borrower shall not, and
shall not permit any of its Subsidiaries to, enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially all of its property, business or
assets, or make any material change in its present method of conducting
business, except:

          (i) any Subsidiary of the Borrower may be merged or consolidated with
     or into the Borrower (provided that the Borrower shall be the continuing or
     surviving entity) or with or into any one or more wholly owned Subsidiaries
     of the Borrower (provided that the wholly owned Subsidiary or Subsidiaries
     shall be the continuing or surviving entity);

          (ii) any wholly owned Subsidiary may sell, lease, transfer or
     otherwise dispose of any or all of its assets (upon voluntary liquidation
     or otherwise) to the Borrower or any other wholly owned Subsidiary of the
     Borrower;

          (iii) the merger of the Borrower or any Subsidiary of the Borrower
     with or into Global Signal or a Subsidiary of Global Signal so long as each
     Lender determines that such merger is not adverse to its interests and
     provides written notice of the same to the Borrower; and

          (iv) the merger of any Subsidiary of the Borrower with or into another
     Person pursuant to an Acquisition; provided that concurrently therewith the
     requirements of SECTION 5.1(C) and SECTION 6.5(B)(VII)-(IX), SECTION
     6.5(C)(I)-(II), SECTION 6.5(C)(III)(A)-(D), and SECTION
     6.5(C)(III)(F)(I)-(III) of the Securitization Loan Agreement Form are
     satisfied.

          (g) Limitation on Sale of Assets. The Borrower shall not, and shall
not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or
otherwise dispose of any of its property, business or assets (including, without
limitation, receivables and leasehold interests), whether now owned or hereafter
acquired, or, in the case of any Subsidiary, issue or sell any shares of such
Subsidiary's Capital Stock to any Person other than the Borrower or any wholly
owned Subsidiary, except:


                                      -33-



          (i) the sale or other disposition of obsolete or worn out property in
     the ordinary course of business; provided that the Net Cash Proceeds of
     each such transaction are applied to the prepayment of the Loans as
     provided in SECTION 2.8(A);

          (ii) the sale or other disposition of any property in the ordinary
     course of business; provided that (other than with respect to the lease of
     Tower capacity) the aggregate book value of all assets so sold or disposed
     of in any period of twelve consecutive months shall not exceed 3% of
     consolidated total assets of the Borrower and its Subsidiaries as at the
     time of such sale or disposition;

          (iii) the lease of Tower capacity in the ordinary course of business;
     and

          (iv) as permitted by SECTION 5.1(F).

          (h) Limitation on Distributions. The Borrower shall not, and shall not
permit any of its Subsidiaries to, make any distribution on, or make any payment
on account of, or set apart assets for a sinking or other analogous fund for,
the purchase, redemption, defeasance, retirement or other acquisition of, any
shares of any class of Capital Stock of the Borrower or any warrants or options
to purchase any such Capital Stock, whether now or hereafter outstanding, or
make any other distribution in respect thereof, either directly or indirectly,
whether in cash or property or in obligations of the Borrower or any Subsidiary,
except, so long as no Event of Default then exists or would result therefrom,
(i) distributions in cash or other property to the extent required to satisfy
the REIT Distribution Requirement, (ii) equity distributions as consideration
for the transactions contemplated by SECTION 5.1(F), (iii) distributions in cash
to GSOP used exclusively to make payments under the GSOP Credit Agreement and
other distributions in an amount not to exceed $5,000,000 in the aggregate
during the term of this Agreement, and (iv) other distributions in cash to GSOP
so long as the Debt Service Coverage Ratio is greater than or equal to 1.7:1.

          (i) Derivatives Transactions. The Borrower shall not, and shall not
permit any of its Subsidiaries to enter into any derivative or other transaction
with any financial institution, commodities or stock exchange or clearinghouse
(a "DERIVATIVES COUNTERPARTY") obligating the Borrower or any Subsidiary to make
payments to such Derivatives Counterparty as a result of any change in market
value of any such Capital Stock.

          (j) Limitation on Investments, Loans and Advances. The Borrower shall
not, and shall not permit any of its Subsidiaries to, make any advance, loan,
extension of credit or capital contribution to, or purchase any stock, bonds,
notes, debentures or other securities of or any assets constituting a business
unit of, or make any other investment in, any Person, except:

          (i) extensions of trade credit in the ordinary course of business;

          (ii) investments in Cash Equivalents;

          (iii) investments arising from transactions by the Borrower or any
     Subsidiary with customers or suppliers in the ordinary course of business,
     including endorsements of negotiable instruments, debt obligations and
     other investments received in connection


                                      -34-



     with the bankruptcy or reorganization of customers and suppliers and in
     settlement of delinquent obligations of, and other disputes with, customers
     and suppliers;

          (iv) investments by the Borrower in any Subsidiary and investments by
     such Subsidiary in the Borrower and in other Subsidiaries of the Borrower;

          (v) investments in a Person for the purpose of consummating an
     Acquisition so long as such Person becomes a Subsidiary of the Borrower
     upon the consummation of such Acquisition and the requirements of SECTION
     5.1(C) and SECTION 6.5(B)(VII)-(IX), SECTION 6.5(C)(I)-(II), SECTION
     6.5(C)(III)(A)-(D), and SECTION 6.5(C)(III)(F)(I)-(III) of the
     Securitization Loan Agreement Form are satisfied; and

          (vi) acquisitions of fee, leasehold or easement interests (or other
     interests) in connection with an Acquisition so long as the requirements of
     SECTION 5.1(C) and SECTION 6.5(B)(VII)-(IX), SECTION 6.5(C)(I)-(II),
     SECTION 6.5(C)(III)(A)-(D), and SECTION 6.5(C)(III)(F)(I)-(III) of the
     Securitization Loan Agreement Form are satisfied.

          (k) Limitation on Synthetic Leases and Sale/Leaseback Transactions.
The Borrower shall not, and shall not permit its Subsidiaries to, enter into any
Synthetic Lease or any other arrangement with any Person (other than the Sprint
Acquisition to the extent it may be characterized as a Synthetic Lease)
providing for the leasing by the Borrower or any Subsidiary of real or personal
property which has been or is to be sold or transferred by the Borrower or such
Subsidiary to such Person or to any other Person to whom funds have been or are
to be advanced by such Person on the security of such property or rental
obligations of the Borrower or such Subsidiary.

          (l) Limitation on Negative Pledge Clauses. The Borrower shall not, and
shall not permit its Subsidiaries to, enter into with any Person any agreement,
other than this Agreement or the Sprint Acquisition Documents, or acquire any
Ground Lease which prohibits or limits the ability of the Borrower or any of its
Subsidiaries to create, incur, assume or suffer to exist any Lien on any of its
property, assets or revenues, whether now owned or hereafter acquired.

          (m) Limitation on Lines of Business. The Borrower shall not, and shall
not permit its Subsidiaries to, enter into any business except for those
businesses in which the Borrower and its Subsidiaries are engaged (or proposed
to be engaged) on the date of this Agreement or which are directly related
thereto.

          (n) Borrower Leverage. Borrower shall maintain at all times during the
periods indicated in clauses (A) through (D) below the ratio of (i) Consolidated
Indebtedness of the Borrower and its Subsidiaries at such time to (ii) Net Tower
Cash Flow of the Borrower and its Subsidiaries at such time, of less than (A)
during the period from September 30, 2005 to December 30, 2005, 10.00:1.00, (B)
during the period from December 31, 2005 to January 31, 2006, 9.75:1.00, (C)
during the period from February 1, 2006 to the date twelve months after the
Closing Date, 9.50:1.00, and (D) at any time thereafter, 9.00:1:00.

          (o) Compliance Certificate. Each delivery of a Compliance Certificate
hereunder shall contain (i) commencing September 30, 2005, a calculation of the
financial


                                      -35-



covenants set forth in Section 5.1(n), (ii) a calculation of the financial
covenants set forth in the definition of "Global Signal Default" in the Limited
Recourse Parent Guarantee, (iii) a calculation of the Debt Service Coverage
Ratio as at the end of the period covered by the financial statements being
delivered with the Compliance Certificate, and (iv) a statement of the
percentage of the Aggregate Acquisition Price for Towers for which Deeds of
Trust and Title Policies have been delivered.

          (p) Amendments to Lease and Sublease. The Borrower will not permit or
consent to any amendment to the Agreement to Lease and Sublease in a manner
materially adverse to the interests of the Lenders in the Collateral, taken as a
whole.

                                   ARTICLE VI

                                   [RESERVED]

                                   ARTICLE VII

                                   [RESERVED]

                                  ARTICLE VIII

                          ADDITIONAL EVENTS OF DEFAULT

          Section 8.1 Event of Default. Without otherwise limiting in any way
the Events of Default set forth in the Securitization Loan Agreement Form, each
of the following events shall constitute an Event of Default:

          (a) The Borrower shall fail to pay any principal of any Loan when due
in accordance with the terms of this Agreement; or the Borrower shall fail to
pay when due any interest on any Loan, or any other amount payable hereunder or
under the other Loan Documents (other than amounts described in clause (b)
below);

          (b) The Borrower or any other Loan Party shall fail to pay any amount
required to be paid pursuant SECTION 5.26 of the Securitization Loan Agreement
Form within ten (10) days after demand by any Lender or Agent;

          (c) Any representation or warranty made or deemed made by the Borrower
or any other Loan Party herein or in any other Loan Document or which is
contained in any certificate, document or financial or other statement furnished
by it at any time under or in connection with this Agreement or any such other
Loan Document shall prove to have been incorrect in any material respect on or
as of the date made or deemed made;

          (d) The Borrower or any other Loan Party shall default in the
observance or performance of any agreement contained in:


                                      -36-



          (i) the first sentence of SECTION 5.1(C), SECTIONS 5.1(D)(I), (II) and
     (IV) and SECTIONS 5.1(F) though 5.1(m) of this Agreement and SECTIONS 5.15
     through 5.20 and SECTIONS 5.23 and 5.24 of the Securitization Loan
     Agreement Form, Section 5 of the Pledge Agreement, Section 2.1(g) of the
     Mortgages, or Section 11(g) or (h) of the Limited Recourse Parent
     Guarantee;

          (ii) SECTION 5.1(N) of this Agreement and such default shall continue
     unremedied for a period of three (3) Business Days;

          (iii) SECTION 5.1(D)(III) of this Agreement and such default shall
     continue unremedied for a period of five (5) Business Days; or

          (iv) SECTION 5.1(D)(V) of this Agreement and such default shall
     continue unremedied for a period of thirty (30) days.

          (e) The Borrower or any other Loan Party shall default in the
observance or performance of any other agreement contained in this Agreement or
any other Loan Document, and such default shall continue unremedied for a period
of 30 days after notice from any Agent or Lender or after any Loan Party has
Knowledge of such default;

          (f) Global Signal, the Borrower or any of their respective
Subsidiaries shall (i) default in any payment of principal of or interest of any
Indebtedness (other than the Loans) or in the payment of any Contingent
Obligation, in excess of the Threshold Amount and beyond the period of grace, if
any, provided in the instrument or agreement under which such Indebtedness or
Contingent Obligation was created; or (ii) default in the observance or
performance of any other agreement or condition relating to any such
Indebtedness or Contingent Obligation described in clause (i) of this SECTION
8.1(F) or to any Sprint Acquisition Document or which is contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other event
or condition is to cause, or to permit the holder or holders of such
Indebtedness, the beneficiary or beneficiaries of such Contingent Obligation (or
a trustee or administrative agent on behalf of such holder or holders or
beneficiary or beneficiaries) or any party to such Sprint Acquisition Document,
to cause, with the giving of notice if required, such Indebtedness to become due
prior to its stated maturity, such Contingent Obligation to become payable, or
such Sprint Acquisition Document to be terminated;

          (g) One or more judgments or decrees shall be entered against Global
Signal or any of its Subsidiaries involving in the aggregate a liability (to the
extent not paid or covered by insurance) of $50,000,000 or more, and all such
judgments or decrees shall not have been vacated, discharged, stayed or bonded
pending appeal within 30 days from the entry thereof;

          (h) (i) Any Person shall engage in any "prohibited transaction" (as
defined in Section 406 of ERISA or Section 4975 of the IRC) involving any Plan,
(ii) any "accumulated funding deficiency" (as defined in Section 302 of ERISA),
whether or not waived, shall exist with respect to any Plan or any Lien in favor
of the PBGC or a Plan shall arise on the assets of Global Signal, the Borrower
or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with
respect to, or proceedings shall commence to have a trustee appointed, or a
trustee


                                      -37-



shall be appointed, to administer or to terminate, any Single Employer Plan,
which Reportable Event or commencement of proceedings or appointment of a
trustee is, in the reasonable opinion of the Required Lenders, likely to result
in the termination of such Plan for purposes of Title IV of ERISA, (iv) any
Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the
Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion
of the Required Lenders is likely to, incur any liability in connection with a
withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or
(vi) any other event or condition shall occur or exist with respect to a Plan;
and in each case in clauses (i) through (vi) above, such event or condition,
together with all other such events or conditions, if any, is reasonably
expected to have a Material Adverse Effect;

          (i) Any Change of Control shall occur; provided, however, that a
Change of Control resulting from a breach under clause (a) of the definition
thereof shall be deemed an Event of Default hereunder only in the event that any
of the following shall occur:

          (i) the ownership percentages as set forth in subclauses (i) and (ii)
     thereof fall below 51% and the ownership percentage in the Capital Stock of
     Global Signal held by any Person other than any Person controlled by
     Fortress Investment Group LLC or Greenhill Capital Partners, L.P. or each
     of their respective Affiliates exceeds that of all Persons controlled by
     Fortress Investment Group LLC or Greenhill Capital Partners, L.P. or each
     of their respective Affiliates; or

          (ii) the ownership percentages as set forth in subclauses (i) and (ii)
     thereof fall below 40%;

          (j) The "manager" of the Borrower shall cease to be Global Signal
Services LLC (or another wholly owned (directly or indirectly) Subsidiary of
GSOP or Global Signal) or any other Person approved by the Required Lenders
(such approval not to be unreasonably withheld) pursuant to a management
agreement that is subordinated to the Obligations on terms satisfactory to the
Required Lenders and is otherwise in form and substance reasonably satisfactory
to the Required Lenders;

          (k) Global Signal shall fail to maintain at any time, the ratio of (i)
Consolidated Indebtedness of Global Signal and its Subsidiaries at such time to
(ii) Consolidated EBITDA of Global Signal and its Subsidiaries for the period of
12 consecutive calendar months ended at or most recently prior to such time of
less than (A) 7.65:1.00 from the Closing Date until the initial Maturity Date,
and (B) 7.50:1.00 from and after the first extension of the Maturity Date
pursuant to SECTION 2.5; or

          (l) At any time, the aggregate outstanding principal amount of the
Loans shall exceed the Aggregate Loan Commitment.


                                      -38-



                                   ARTICLE IX

                                   [RESERVED]

                                    ARTICLE X

                       PLEDGE OF OTHER COMPANY COLLATERAL

          Without limitation of ARTICLE X of the Securitization Loan Agreement
Form, the Borrower hereby pledges, assigns and grants to the Collateral Agent
for the ratable benefit of the Lenders and the Agents a security interest in all
of the Borrower's right, title and interest in the Sprint Acquisition Documents
and any escrow, holdback or similar account created and/or maintained in
connection with the Sprint Acquisition, including, without limitation, the
account specified in Section 2.10 of the Agreement to Lease and Sublease (each
an "ESCROW ACCOUNT"). The Borrower agrees that if any funds are released to it
from any Escrow Account, except for funds released for purposes of paying Rent
and Pre-Lease Rent in respect of the Aggregate Acquisition Price, the Borrower
shall immediately cause such funds to be paid to the Lock Box Account and
disbursed in accordance with the Cash Management Agreement.

          The Borrower hereby authorizes the filing by the Collateral Agent of
Financing Statements describing as the collateral covered thereby "all assets of
the debtor" or words to that effect, notwithstanding that such wording may be
broader in scope than the Other Company Collateral described in this Agreement.

                                   ARTICLE XI

                                   [RESERVED]

                                   ARTICLE XII

                                   [RESERVED]

                                  ARTICLE XIII

                                   [RESERVED]

                                  ARTICLE XIIIA

                                   THE AGENTS

          Section 13A.1 Appointment. Each Lender in the BANA Syndicate hereby
irrevocably designates and appoints BANA as the BANA Administrative Agent, each
Lender in the Morgan Stanley Syndicate hereby irrevocably designates and
appoints MSAFI as the Morgan Stanley Administrative Agent, and each Lender and
each Administrative Agent hereby irrevocably designates and appoints BANA as
Calculation Agent and MSAFI as Collateral Agent of such Lender under this
Agreement and the other Loan Documents, and each such Lender and


                                      -39-



each Administrative Agent irrevocably authorizes its respective Administrative
Agent and the Calculation Agent and the Collateral Agent, in such capacity, to
take such action on its behalf under the provisions of this Agreement and the
other Loan Documents and to exercise such powers and perform such duties as are
expressly delegated to such Agent by the terms of this Agreement and the other
Loan Documents, together with such other powers as are reasonably incidental
thereto. Notwithstanding any provision to the contrary elsewhere in this
Agreement, none of either Administrative Agent, the Calculation Agent nor the
Collateral Agent shall have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Agents.

          Section 13A.2 Delegation of Duties. Each Agent may execute any of its
duties under this Agreement and the other Loan Documents by or through agents or
attorneys in fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. No Agent shall be responsible for the
negligence or misconduct of any agents or attorneys in fact selected by it with
reasonable care.

          Section 13A.3 Exculpatory Provisions. No Agent nor any of their
respective officers, directors, employees, agents, attorneys in fact or
Affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except for its or such Person's own gross negligence or
willful misconduct) or (ii) responsible in any manner to any of the Lenders for
any recitals, statements, representations or warranties made by the Borrower or
any other Loan Party or any officer thereof contained in this Agreement or any
other Loan Document or in any certificate, report, statement or other document
referred to or provided for in, or received by such Agent under or in connection
with, this Agreement or any other Loan Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document or for any failure of the Borrower or any other Loan
Party to perform its obligations hereunder or thereunder. No Agent shall be
under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of the Borrower or any other Loan Party.

          Section 13A.4 Reliance by Agents. Each of the Agents shall be entitled
to rely, and shall be fully protected in relying, upon any Note, writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, statement, order or other
document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including, without limitation, counsel to the
Borrower or any other Loan Party), independent accountants and other experts
selected by such Agent. Each Agent may deem and treat the payee of any Note as
the owner thereof for all purposes unless a written notice of assignment,
negotiation or transfer thereof shall have been filed with the Administrative
Agent in respect thereof. Each Agent shall be fully justified in failing or
refusing to take any action under this Agreement or any other Loan Document
unless it shall first receive such advice or concurrence of the Required Lenders
as it deems appropriate or it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense which may be incurred by
it


                                      -40-



by reason of taking or continuing to take any such action. Each Agent shall in
all cases be fully protected in acting, or in refraining from acting, under this
Agreement and the other Loan Documents in accordance with a request of the
Required Lenders, and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders and all future holders of
the Loans.

          Section 13A.5 Notice of Default. No Agent shall be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless such Agent has received notice from a Lender or the Borrower
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default." In the event that any Agent
receives such a notice, such Agent shall give notice thereof to the Lenders.
Each Agent shall take such action with respect to such Default or Event of
Default as shall be reasonably directed by the Required Lenders; provided that
unless and until such Agent shall have received such directions, such Agent may
(but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it shall deem
advisable in the best interests of the Lenders.

          Section 13A.6 Non-Reliance on Agents and Other Lenders. Each Lender
expressly acknowledges that no Agent nor any of their respective officers,
directors, employees, agents, attorneys in fact or Affiliates has made any
representations or warranties to it and that no act by an Agent hereinafter
taken, including any review of the affairs of the Borrower or any other Loan
Party, shall be deemed to constitute any representation or warranty by such
Agent to any Lender. Each Lender represents to each Agent that it has,
independently and without reliance upon such Agent or any other Lender, and
based on such documents and information as it has deemed appropriate, made its
own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Borrower and the other
Loan Parties and made its own decision to make its Loans hereunder and enter
into this Agreement. Each Lender also represents that it will, independently and
without reliance upon any Agent or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Borrower. Except for notices, reports and other documents expressly required to
be furnished to the Lenders by an Agent hereunder or under the other Loan
Documents, such Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of
the Borrower or any other Loan Party which may come into the possession of such
Agent or any of its officers, directors, employees, agents, attorneys in fact or
Affiliates.

          Section 13A.7 Indemnification. The Lenders (other than any Conduit
Lender) agree to indemnify each Agent in its capacity as such (to the extent not
reimbursed by the Borrower and without limiting the obligation of the Borrower
to do so), ratably according to their respective Loan Percentages in effect on
the date on which indemnification is sought, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever which may at any time
(including, without limitation, at any time following the payment of the Loans)
be imposed on, incurred by


                                      -41-



or asserted against such Agent in any way relating to or arising out of the Loan
Commitments, this Agreement, any of the other Loan Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by such Agent
under or in connection with any of the foregoing; provided that no Lender shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting solely from such Agent's gross negligence or willful
misconduct, and no Lender shall be required to indemnify any Administrative
Agent other than the Administrative Agent for such Lender's Syndicate. The
agreements in this Section shall survive the payment of the Loans and all other
amounts payable hereunder.

          Section 13A.8 Agents in Their Individual Capacity. Each Agent and its
respective Affiliates may make loans to, accept deposits from and generally
engage in any kind of business with the Borrower and the other Loan Parties as
though such Agent were not an Agent hereunder and under the other Loan
Documents. With respect to the Loans made by it, each Agent shall have the same
rights and powers under this Agreement and the other Loan Documents as any
Lender and may exercise the same as though it were not an Agent, and the terms
"Lender" and "Lenders" shall include each Agent in its individual capacity.

          Section 13A.9 Successor Agents. Each Agent may resign as Agent upon
ten (10) days' notice to the Lenders. If an Agent shall resign as Agent under
this Agreement and the other Loan Documents, then the Required Lenders shall
appoint from among the Lenders a successor Agent for the Lenders (or, in the
case of an Administrative Agent, the Required Syndicate Lenders of such
Administrative Agent's Syndicate shall appoint from among the Lenders in such
Syndicate (or other Person satisfactory to such Required Syndicate Lenders) a
successor Administrative Agent for such Syndicate), which successor Agent, in
the absence of the occurrence and continuance of an Event of Default, shall be
approved by the Borrower, whereupon such successor Agent shall succeed to the
rights, powers and duties of the resigning Agent, and the term "Administrative
Agent" (and the terms "BANA Administrative Agent" or "Morgan Stanley
Administrative Agent"), "Calculation Agent", or "Collateral Agent", as the case
may be, shall mean such successor Administrative Agent, Calculation Agent or
Collateral Agent, as the case may be, effective upon such appointment and
approval, and the resigning Agent's rights, powers and duties as Agent shall be
terminated, without any other or further act or deed on the part of such
resigning Agent or any of the parties to this Agreement or any holders of the
Loans. After any resigning Agent's resignation as Agent, the provisions of this
ARTICLE XIIIA shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was an Agent under this Agreement and the other Loan
Documents. Prior to the effectiveness of its resignation, the resigning Agent
shall execute all documents reasonably requested by the successor Agent or the
Required Lenders, as the case may be, to evidence the resignation of the
resigning Agent and the transfer of its office to a successor Agent and to
otherwise protect the interests of the Lenders under the Loan Documents in
connection with such resignation.


                                      -42-



                                   ARTICLE XIV

                                  MISCELLANEOUS

          Section 14.1 Amendments and Waivers. Neither this Agreement nor any
other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this
SECTION 14.1. The Required Lenders may, or, with the written consent of the
Required Lenders, the Agents may, from time to time, (a) enter into with the
Borrower written amendments, supplements or modifications hereto and to the
other Loan Documents for the purpose of adding any provisions to this Agreement
or the other Loan Documents or changing in any manner the rights of the Lenders
or of the Borrower hereunder or thereunder or (b) waive, on such terms and
conditions as the Required Lenders or the Administrative Agents, as the case may
be, may specify in such instrument, any of the requirements of this Agreement or
the other Loan Documents or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall:

          (a) reduce the amount or extend the scheduled date of maturity of any
Loan, or reduce the stated rate of any interest or fee payable hereunder or
extend the scheduled date of any payment thereof, in each case, without the
consent of each Lender affected thereby,

          (b) amend, modify or waive any provision of this SECTION 14.1 or
change the percentage specified in the definition of Required Lenders, or
consent to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement and the other Loan Documents or release all or
any material portion of the Collateral or release Global Signal from all or
substantially all of its obligations under the Limited Recourse Parent Guarantee
or any Subsidiary of the Borrower from all or substantially all of its
obligations under its Subsidiary Guarantee, in each case, without the written
consent of all the Lenders, or

          (c) amend, modify or waive any provision of ARTICLE XIIIA without the
written consent of the then Administrative Agents, Calculation Agent and the
Collateral Agent.

Any such waiver and any such amendment, supplement or modification shall apply
equally to each of the Lenders and shall be binding upon the Borrower, the
Lenders, the Agents and all future holders of the Loans. In the case of any
waiver, the Borrower, the Lenders and the Agents shall be restored to their
former positions and rights hereunder and under the other Loan Documents, and
any Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default or impair any right consequent thereon.

          Section 14.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
facsimile transmission) and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made (a) in the case of delivery by hand,
when delivered, (b) in the case of delivery by mail, three Business Days after
being deposited in the mails, postage prepaid or (c) in the case of delivery by
facsimile transmission, when sent and receipt has been electronically confirmed,
addressed as follows in the case of the Borrower and the Agents, and as set
forth in SCHEDULE 2.1


                                      -43-



in the case of the other parties hereto, or to such other address as may be
hereafter notified by the respective parties hereto:



          The Borrower:         Global Signal Acquisitions LLC
                                301 North Cattlemen Road, Suite 300
                                Sarasota, Florida 34232
                                Attention: William Freeman
                                Fax: (941) 308-4170

          with a copy to:       Sidley Austin Brown & Wood LLP
                                787 Seventh Avenue
                                New York, New York 10019
                                Attention: Mark Poole
                                Brian Fahrney
                                Facsimile: 212-839-5599

          with a copy to:       Global Signal Services LLC
                                301 North Cattleman Road, Suite 300
                                Sarasota, FL 34232
                                Attention: General Counsel
                                Fax: (941) 308-4294

          BANA Administrative
          Agent and Calculation
          Agent:                Bank of America, N.A.
                                NC1-027-19-01
                                214 North Tryon Street
                                Charlotte, NC 28255
                                Attention: Camille Zerbinos
                                Telephone: (704) 386-8361
                                Telecopier: (704) 387-2828

          with a copy to:       Cadwalader, Wickersham & Taft LLP
                                227 West Trade Street, Suite 2400
                                Charlotte, NC 28202
                                Attention: Christopher M. McDermott
                                Fax: (704) 348 5200

          Morgan Stanley
          Administrative Agent
          and Collateral Agent: 1221 Avenue of the Americas, 27th Floor
                                New York, NY 10020
                                Attention: Barbara Isaacman
                                Fax: (212) 507-4151



                                      -44-





          with a copy to:       Cadwalader, Wickersham & Taft LLP
                                227 West Trade Street, Suite 2400
                                Charlotte, NC 28202
                                Attention: Christopher M. McDermott
                                Fax: (704) 348-5200


provided that any notice, request or demand to or upon the Administrative Agents
or the Lenders pursuant to SECTIONS 2.2 and 2.7 shall not be effective until
received.

Notices and other communications to the Lenders hereunder may be delivered or
furnished by electronic communication (including e-mail and Internet or intranet
websites) pursuant to procedures approved by the Administrative Agents, provided
that the foregoing shall not apply to notices to any Lender pursuant to ARTICLE
II if such Lender has notified its Administrative Agent that it is incapable of
receiving notices under such Article by electronic communication. Any Agent or
the Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that approval of such procedures may be
limited to particular notices or communications.

Unless the Administrative Agents otherwise prescribe, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.

          Section 14.3 Successors and Assigns; Participations and Assignments.

          (a) Subject to subsection (c) of this SECTION 14.3, this Agreement
shall be binding upon and inure to the benefit of the Borrower, the Lenders, the
Agents and their respective successors and assigns, except that the Borrower may
not assign or transfer any of its rights or obligations under this Agreement
without the prior written consent of each Lender (and any purported such
assignment or transfer by the Borrower without the consent of each Lender shall
be null and void).

          (b) Any Lender may, in accordance with applicable law, at any time
sell to one or more banks, financial institutions or other entities
("PARTICIPANTS") participating interests in any Loan owing to such Lender or any
other interest of such Lender hereunder and under the other Loan Documents;
provided that notwithstanding the foregoing, such Lender may not sell any such
participating interest to a direct competitor of the Borrower listed on SCHEDULE
14.3. In the event of any such sale by such Lender of a participating interest
to a Participant, such Lender's obligations under this Agreement to the other
parties to this Agreement shall remain unchanged, such Lender shall remain
solely responsible for the performance thereof, such Lender shall remain the
holder of any such Loan for all purposes under this Agreement and the


                                      -45-



other Loan Documents, and the Borrower shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents. A Participant
under any such participation may be given the right to approve any amendment to
or waiver of any provision of any Loan Document, or any consent to any departure
by any Loan Party therefrom, to the same extent as a Lender, provided that
Borrower shall only be required to deal with such Lender.

          (c) Any Lender may, in accordance with applicable law, at any time and
from time to time assign to any of its Affiliates or an Approved Fund or, with
the consent of its Administrative Agent and, so long as no Default or Event of
Default has occurred and is continuing, the Borrower (which shall not be
unreasonably withheld), to an additional bank, financial institution or other
entity (an "ASSIGNEE") all or any part of its rights and obligations under this
Agreement and the other Loan Documents pursuant to an Assignment and Acceptance,
substantially in the form of EXHIBIT C, appropriately completed (an "ASSIGNMENT
AND ACCEPTANCE"), executed by such Assignee, such assigning Lender (and, in the
case of an Assignee that is not then a Lender or an Affiliate thereof, by the
Borrower (if no Default or Event of Default shall have occurred and be
continuing) and such Administrative Agent), and attaching the Assignee's
relevant tax forms, administrative details and wiring instructions, and
delivered to such Administrative Agent for its acceptance and recording in the
Register; provided that notwithstanding the foregoing, such Lender may not
assign any of its rights and obligations under this Agreement and the other Loan
Document to a direct competitor of the Borrower listed on SCHEDULE 14.3;
provided further, that (i) no such assignment to an Assignee shall be in an
aggregate principal amount of less than $10,000,000 (other than in the case of
an assignment of all of a Lender's interests under this Agreement), unless
otherwise agreed by such Administrative Agent (such amount to be aggregated in
respect of assignments by any Lender and the Affiliates or Approved Funds
thereof), (ii) in the case of an assignment by a Lender to a Bank CLO managed by
such Lender or an Affiliate of such Lender, unless, during such time as no
Default or Event of Default has occurred and is continuing, such assignment to
such Bank CLO has been consented to by the Borrower (such consent not to be
unreasonably withheld or delayed), the assigning Lender shall retain the sole
right (and such Bank CLO shall have no such right) to approve any amendment,
waiver or other modification of this Agreement or any other Loan Document;
provided that the Assignment and Acceptance between such Lender and such Bank
CLO may provide that such Lender will not, without the consent of such Bank CLO,
agree to any amendment, modification or waiver that requires the consent of each
Lender directly affected thereby pursuant to SECTION 14.1, and (ii) each
Assignee which is not a US Person shall comply with the provisions of SECTION
2.14(F) (and such Assignee shall not be entitled to the benefits of SECTION 2.14
unless such Assignee complies with such SECTION 2.14(F)). Upon such execution,
delivery, acceptance and recording, from and after the effective date determined
pursuant to such Assignment and Acceptance, (x) the Assignee thereunder shall be
a party hereto and, to the extent provided in such Assignment and Acceptance,
have the rights and obligations of a Lender hereunder with a Loan Commitment as
set forth therein, and (y) the assigning Lender thereunder shall, to the extent
provided in such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Lender's rights and obligations
under this Agreement, such assigning Lender shall cease to be a party hereto).
Notwithstanding any provision of this paragraph (c) and paragraph (d) of this
Section, the consent of the Borrower shall not be required, and, unless
requested by the Assignee and/or the assigning Lender, new


                                      -46-



Notes shall not be required to be executed and delivered by the Borrower, for
any assignment which occurs at any time when any of the events described in
SECTION 8.1(G) AND (H) of the Securitization Loan Agreement Form shall have
occurred and be continuing. Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this SECTION 14.3
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with clause (b) of
this SECTION 14.3.

          (d) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender or an affiliate or Approved Fund thereof, by the Borrower (to the
extent required hereunder) and the Administrative Agent of such assigning
Lender), together with payment by the Assignee or the assigning Lender to such
Administrative Agent of a registration and processing fee of $3,500, such
Administrative Agent shall (i) promptly accept such Assignment and Acceptance,
and (ii) on the effective date determined pursuant thereto record the
information contained therein in the Register and give notice of such acceptance
and recordation to the Lenders and the Borrower.

          (e) The Borrower authorizes each Lender to disclose to any Participant
or Assignee (each, a "TRANSFEREE") and any prospective Transferee any and all
financial information in the Lender's possession concerning the Borrower and its
Affiliates which has been delivered to such Lender by or on behalf of the
Borrower pursuant to this Agreement or which has been delivered to such Lender
by or on behalf of the Borrower in connection with such Lender's credit
evaluation of the Borrower and its Affiliates prior to becoming a party to this
Agreement; provided that such Transferee shall have agreed to be bound by the
provisions of SECTION 14.8 hereof.

          (f) For avoidance of doubt, the parties to this Agreement acknowledge
that the provisions of this Section concerning assignments of Loans and Notes
relate only to absolute assignments and that such provisions do not prohibit
assignments creating security interests, including, without limitation, (i) any
pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank
in accordance with applicable law, and (ii) any pledge or assignment by a Lender
which is a fund to its trustee for the benefit of such trustee and/or its
investors to secure its obligations under any indenture or Governing Documents
to which it is a party; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for a Lender as a party hereto.

          (g) Notwithstanding the foregoing, any Lender may, with notice to, but
without consent of, the Borrower and its Administrative Agent, and in accordance
with the definition of "Conduit Lender" set forth in SECTION 1.1 and the terms
of this SECTION 14.3(H), designate a Conduit Lender and fund any of the Loans
which such Lender is obligated to make hereunder by causing such Conduit Lender
to fund such Loans on behalf of such Lender. Any Conduit Lender may assign any
or all of the Loans it may have funded hereunder to its designating Lender
without the consent of the Borrower or its Administrative Agent and without
regard to the limitations set forth in SECTION 14.3(C). Each of the Borrower,
each Lender and each Agent hereby confirms that it will not institute against a
Conduit Lender or join any other Person in instituting against a Conduit Lender
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding under any federal or state bankruptcy or similar law, for


                                      -47-



one year and one day after the payment in full of the latest maturing commercial
paper note or other rated indebtedness of such Conduit Lender or its related
commercial paper issuer. In addition, notwithstanding the foregoing, any Conduit
Lender may (i) with notice to, but without the prior written consent of, the
Borrower and the Administrative Agents and without paying any processing fee
therefor, assign all or a portion of its interests in any Loans to any Program
Support Provider and (ii) disclose on a confidential basis any non-public
information relating to its Loans to any rating agency, commercial paper dealer
or Program Support Provider. This clause (g) may not be amended without the
written consent of any Conduit Lender directly affected thereby.

          (h) Without limiting the foregoing, any Conduit Lender may, from time
to time, with prior or concurrent notice to the Borrower, in one transaction or
a series of transactions, assign all or a portion of the Loans and its rights
and obligations under this Agreement and any other Loan Documents to which it is
a party to a Conduit Assignee. Upon and to the extent of such assignment by a
Conduit Lender to a Conduit Assignee, (i) such Conduit Assignee shall be the
owner of the assigned portion of the Loans, (ii) the related administrator for
such Conduit Assignee will act as the Administrative Agent for such Conduit
Assignee, with all corresponding rights and powers, express or implied, (iii)
such Conduit Assignee (and any related commercial paper issuer, if such Conduit
Assignee does not itself issue commercial paper) and their respective liquidity
support provider(s) and credit support provider(s) and other related parties
shall have the benefit of all the rights and protections provided to the Conduit
Lender and its Program Support Provider(s) herein and in the other Loan
Documents (including any limitation on recourse against such Conduit Assignee or
related parties, any agreement not to file or join in the filing of a petition
to commence an insolvency proceeding against such Conduit Assignee, and the
right to assign to another Conduit Assignee as provided in this paragraph), (iv)
such Conduit Assignee shall assume all (or the assigned or assumed portion) of
the Conduit Lender's obligations, if any, hereunder or any other Loan Document,
and the Conduit Lender shall be released from such obligations, in each case to
the extent of such assignment, and the obligations of the Conduit Lender and
such Conduit Assignee shall be several and not joint, (v) all distributions in
respect of the Loans shall be made to the applicable agent or administrator, as
applicable, on behalf of the Conduit Lender and such Conduit Assignee on a pro
rata basis according to their respective interests, (vi) the defined terms and
other terms and provisions of this Agreement and the other Loan Documents shall
be interpreted in accordance with the foregoing, and (vii) if requested by the
applicable Administrative Agent with respect to the Conduit Assignee, the
parties will execute and deliver such further agreements and documents and take
such other actions as such Administrative Agent may reasonably request to
evidence and give effect to the foregoing.

          (i) In the event that the Conduit Lender makes an assignment to a
Conduit Assignee in accordance with the above provision, the related Lenders in
the applicable Syndicate: (i) if requested by the applicable Administrative
Agent, shall terminate their participation in the applicable Program Support
Agreement to the extent of such assignment, (ii) if requested by the applicable
Administrative Agent, shall execute (either directly or through a participation
agreement, as determined by the applicable Administrative Agent) the program
support agreement related to such Conduit Assignee, to the extent of such
assignment, the terms of which shall be substantially similar to those of the
participation or other agreement entered into by such related Lender with
respect to the applicable Program Support Agreement (or which


                                      -48-



shall be otherwise reasonably satisfactory to the applicable Administrative
Agent and related Lender), (iii) if requested by the Conduit Lender, shall enter
into such agreements as requested by the Conduit Lender pursuant to which they
shall be obligated to provide funding to the Conduit Assignee on substantially
the same terms and conditions as is provided for in this Agreement in respect of
the Conduit Lender (or which agreements shall be otherwise reasonably
satisfactory to the Conduit Lender and the Lender), and (iv) shall take such
actions as the applicable Administrative Agent shall reasonably request in
connection therewith.

          (j) The Borrower hereby agrees and consents to and acknowledges the
assignment by a Conduit Lender of all of its rights under, interest in and title
to this Agreement and the Loans to the collateral agent for its commercial paper
program.

          Section 14.4 Adjustments; Set off.

          (a) If any Lender (a "BENEFITED LENDER") shall at any time receive any
payment of all or part of its Loans, or interest thereon, or receive any
collateral in respect thereof (whether voluntarily or involuntarily, by set off,
pursuant to events or proceedings of the nature referred to in described in
SECTION 8.1(G) and (H) of the Securitization Loan Agreement Form, or otherwise),
in a greater proportion than any such payment to or collateral received by any
other Lender, if any, in respect of such other Lender's Loans, or interest
thereon, such Benefited Lender shall purchase for cash from the other Lenders a
participating interest in such portion of each such other Lender's Loans, or
shall provide such other Lenders with the benefits of any such collateral, or
the proceeds thereof, as shall be necessary to cause such Benefited Lender to
share the excess payment or benefits of such collateral or proceeds ratably with
each of the Lenders; provided, however, that if all or any portion of such
excess payment or benefits is thereafter recovered from such Benefited Lender,
such purchase shall be rescinded, and the purchase price and benefits returned,
to the extent of such recovery, but without interest. The Borrower agrees that
each Lender so purchasing a portion of another Lender's Loan may exercise all
rights of payment (including, without limitation, rights of set off) with
respect to such portion as fully as if such Lender were the direct holder of
such portion.

          (b) In addition to any rights and remedies of the Lenders provided by
this Agreement and by law, upon the occurrence and during the continuance of an
Event of Default, each Lender shall have the right, without prior notice to the
Borrower, any such notice being expressly waived by the Borrower to the extent
permitted by applicable law, upon any amount becoming due and payable by the
Borrower hereunder (whether at the stated maturity, by acceleration or
otherwise) to set off and appropriate and apply against such amount any and all
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any Affiliate thereof to
or for the credit or the account of the Borrower. Each Lender agrees promptly to
notify the Borrower and the Administrative Agents after any such set off and
application made by such Lender; provided that the failure to give such notice
shall not affect the validity of such set off and application.

          Section 14.5 Indemnification and Expenses.


                                      -49-



          (a) The Borrower agrees to hold each Agent and each Lender and each
Program Support Provider harmless from and indemnify each Agent and each Lender
and each Program Support Provider against all liabilities, losses, damages,
judgments, reasonable costs and expenses of any kind which may be imposed on,
incurred by or asserted against any Agent or any Lender or any Program Support
Provider relating to or arising out of this Agreement, the Note, any other Loan
Document or any transaction contemplated hereby or thereby, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the Note, any other Loan Document or any transaction
contemplated hereby or thereby (collectively, the "COSTS"), that, in each case,
results from anything other than such Agent's or such Lender's or such Program
Support Provider's gross negligence or willful misconduct. Without limiting the
generality of the foregoing the Borrower agrees to hold each Agent and each
Lender and each Program Support Provider harmless from and indemnify each Agent
and each Lender and each Program Support Provider against all Costs relating to
or arising out of any violation or alleged violation of any environmental law,
rule or regulation that, in each case, results from anything other than such
Agent's or Lender's or Program Support Provider's gross negligence or willful
misconduct or relating to or arising out of any breach, violation or alleged
breach or violation of any consumer credit laws, including without limitation
the "Truth in Lending Act" 15 U.S.C. Sections 1601 et. seq. and/or the "Real
Estate Settlement Procedures Act" 12 U.S.C. Sections 2601 et. seq. In any suit,
proceeding or action brought by any Agent or any Lender or any Program Support
Provider in connection with any Loan Document or any Loan for any sum owing
thereunder, or to enforce any provisions of any Loan Document, the Borrower will
save, indemnify and hold such Agent or such Lender or such Program Support
Provider harmless from and against all expense, loss or damage suffered by
reason of any defense, set off, counterclaim, recoupment or reduction or
liability whatsoever of the account debtor or obligor thereunder, arising out of
a breach by the Borrower of any obligation thereunder or arising out of any
other agreement, indebtedness or liability at any time owing to or in favor of
such account debtor or obligor or its successors from the Borrower. The Borrower
also agrees to reimburse each Agent and each Lender and each Program Support
Provider as and when billed by such Agent and such Lender and such Program
Support Provider for all such Agent's and such Lender's and such Program Support
Provider's costs and expenses incurred in good faith in connection with the
enforcement or the preservation of such Agent's and such Lender's and such
Program Support Provider's rights under this Agreement, the Note, any other Loan
Document or any transaction contemplated hereby or thereby, including without
limitation the reasonable fees and disbursements of its counsel. The Borrower
hereby acknowledges that, notwithstanding the fact that the Loans and the Notes
are secured by the Collateral, the obligation of the Borrower under the Loans
and the Notes are recourse obligations of the Borrower.

          (b) The Borrower agrees to pay as and when billed by each of BANA and
Morgan Stanley all of the out-of-pocket costs and expenses incurred by such
Person in connection with the development, preparation and execution of, and any
amendment, supplement or modification requested by the Borrower to, this
Agreement, the Notes, any other Loan Document or any other documents prepared in
connection herewith or therewith; provided, that the reimbursement obligation of
the Borrower to BANA or Morgan Stanley with respect to the preparation and
delivery of participation agreements and other related documents in connection
with the syndication of this Agreement (i) shall not exceed for such Person
$25,000 and (ii) shall only apply to costs and expenses incurred by such Person
prior to the Closing Date. The


                                      -50-



Borrower agrees to pay as and when billed by each Agent all of the reasonable
out-of-pocket costs and expenses incurred in connection with the consummation
and administration of the transactions contemplated hereby and thereby including
without limitation (i) all the reasonable fees, disbursements and expenses of
counsel, and (ii) all the due diligence, inspection, testing and review costs
and expenses incurred with respect to Collateral under this Agreement,
including, but not limited to, those costs and expenses incurred pursuant to
SECTION 14.5(A) hereof. In addition, the Borrower agrees to pay as and when
billed by each Lender as of the Closing Date that is not an Agent all of its
reasonable out-of-pocket costs and expenses incurred in connection with
development, preparation and execution of the Loan Documents, including without
limitation all the reasonable fees, disbursements and expenses of counsel.

          Section 14.6 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          Section 14.7 Submission To Jurisdiction; Waivers. The Borrower hereby
irrevocably and unconditionally:

          (a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Loan Documents to which it
is a party, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the courts of the State of
New York, the courts of the United States of America for the Southern District
of New York, and appellate courts from any thereof;

          (b) consents that any such action or proceeding may be brought in such
courts and waives any objection that it may now or hereafter have to the venue
of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

          (c) agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to the Borrower at its
address set forth in SECTION 14.2 or at such other address of which the
Administrative Agents shall have been notified pursuant thereto;

          (d) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the right
to sue in any other jurisdiction; and

          (e) waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to in
this Section any special, exemplary, punitive or consequential damages.

          Section 14.8 Confidentiality. Each Lender agrees to keep confidential
any written or oral information (a) provided to it by or on behalf of the
Borrower or any of its Subsidiaries pursuant to or in connection with this
Agreement or (b) obtained by such Lender based on a review of the books and
records of the Borrower or any of its Subsidiaries; provided that nothing herein
shall prevent any Lender from disclosing any such information (i) to any
Transferee or Assignee, or to any actual or prospective counterparty (or its
advisors) to any


                                      -51-



swap, credit derivative or other derivative transaction relating to the Borrower
and its obligations, which has signed a confidentiality agreement containing the
terms of this SECTION 14.8, (ii) to its employees, directors, agents, attorneys,
accountants and other professional advisors who reasonably need to know such
information in connection with such Lender's rights and obligations under the
Loan Documents and who have a duty to keep such information confidential, (iii)
upon the request or demand of any examiner or other Governmental Authority
having jurisdiction over such Lender, (iv) in response to any order of any court
or other Governmental Authority or as may otherwise be required pursuant to any
Requirement of Law, (v) which has been publicly disclosed other than in breach
of this Agreement, (vi) in connection with the exercise of any remedy hereunder
or (vii) to the National Association of Insurance Commissioners, any nationally
recognized statistical rating agency or any other similar organization.
Notwithstanding anything to the contrary contained in this Agreement or any
other Loan Document, all persons may disclose to any and all persons, without
limitations of any kind, the purported or claimed U.S. federal income tax
treatment of the Loans and other Obligations, any fact that may be relevant to
understanding the purported or claimed U.S. federal income tax treatment of the
Loans and other Obligations, and all materials of any kind (including opinions
or other tax analyses) relating to such U.S. federal income tax treatment or
fact.

          Section 14.9 Takeout Financing; Securitization Loan Agreements. (a) In
the event that the Borrower elects to enter into a Takeout Financing with
respect to all but not less than all of the Loans, the Borrower shall give
written notice thereof (a "TAKEOUT FINANCING NOTICE") to the Administrative
Agents not less than five (5) Business Days prior to the proposed date of such
Takeout Financing. Such notice shall set forth (i) the proposed date of such
Takeout Financing and (ii) a description of the proposed transaction (including
whether such proposed Takeout Financing would be a Securitization). If such
Takeout Financing is a Securitization, each Lender agrees that it will, on the
date of such Takeout Financing, assign all of its rights and obligations
(including any participation interests) under this Agreement and the Loan
Documents in accordance with SECTION 14.3 to its Administrative Agent, and its
Administrative Agent agrees that it shall then immediately assign all of its
rights and obligations under this Agreement and the Loan Documents to the Person
or Persons which shall acquire the Loans pursuant to such Takeout Financing (the
"ULTIMATE LENDER"). The purchase price payable to the Lenders for such
assignment of the Loans and other rights and obligations under this Agreement
and the other Loan Documents shall be 100% of the principal amount of the Loans
plus all accrued and unpaid interest thereon, together will all accrued and
unpaid fees and other amounts owing under the Loan Documents (including amounts
owing under SECTION 2.15). Upon the effectiveness of the assignment contemplated
by the second preceding sentence, this Agreement shall automatically be deemed
to be amended, restated and superseded by the Securitization Loan Agreement
Form, with such modifications thereto as shall be acceptable to the Borrower,
the Ultimate Lender, and thereupon shall become the sole operative document
governing such Loans subject to the Takeout Financing (such operative document,
a "SECURITIZATION LOAN AGREEMENT").

          Section 14.10 No Recourse Against Conduit Lenders. Notwithstanding
anything to the contrary contained in this Agreement, the obligations of each
Conduit Lender under this Agreement and all other Loan Documents are solely the
corporate obligations of such Conduit Lender and shall be payable solely to the
extent of funds received from the Borrower in


                                      -52-



accordance herewith or from any party to any Loan Document in accordance with
the terms thereof in excess of funds necessary to pay matured and maturing
commercial paper.

          Section 14.11 Program Support Providers. The Borrower hereby
acknowledges and agrees that the Program Support Providers shall be intended
third party beneficiaries of this Agreement and the other Loan Documents, as
their interests may appear.

          Section 14.12 Limited Recourse to Certain Loan Parties.
Notwithstanding any other provision of the Loan Documents, the personal
liability of Global Signal and GSOP under the Limited Recourse Parent Guarantee
to pay any and all Obligations guaranteed thereby shall be limited to
$50,000,000. This provision shall not in any way be deemed to limit in any way
recourse to the Borrower or any of its assets under this Agreement or any other
Loan Document or to GSOP under the Pledge Agreement in respect of the Pledged
LLC Interests (as defined in the Pledge Agreement) issued by the Borrower or to
any Subsidiary of the Borrower under the Pledge Agreement or its respective
Subsidiary Guarantee.

                            [SIGNATURE PAGES FOLLOW]


                                      -53-



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the day and year first above written.

                                        BORROWER:

                                        GLOBAL SIGNAL ACQUISITIONS II LLC,
                                        a Delaware limited liability company


                                        By: /s/ Greerson G. McMullen
                                            ------------------------------------
                                            Name: Greerson G. McMullen
                                            Title: Executive Vice President


                                        LENDERS:

                                        BANK OF AMERICA, N.A., as BANA
                                        Administrative Agent and Calculation
                                        Agent and a Lender


                                        By: /s/ Michelle M. Heath
                                            ------------------------------------
                                            Name: Michelle M. Heath
                                            Title: Managing Director


                                        MORGAN STANLEY ASSET FUNDING INC., as
                                        Morgan Stanley Administrative Agent and
                                        Collateral Agent and a Lender


                                        By: /s/ Barbara Isaacman
                                            ------------------------------------
                                            Name: Barbara Isaacman
                                            Title: Vice President

================================================================================

                                                                    EXHIBIT 10.8

                              AMENDED AND RESTATED

                           LOAN AND SECURITY AGREEMENT

                              DATED ______________

                                     BETWEEN

       GLOBAL SIGNAL ACQUISITIONS LLC, GLOBAL SIGNAL ACQUISITIONS II LLC,
          AND ANY OTHER BORROWER OR BORROWERS THAT ARE OR MAY BECOME A
                                  PARTY HERETO,
                                  AS BORROWERS

                                       AND

           MORGAN STANLEY ASSET FUNDING INC., AS ADMINISTRATIVE AGENT
                AND COLLATERAL AGENT, AND FOR THE BENEFIT OF ANY
              SUCCESSOR ADMINISTRATIVE AGENT AND COLLATERAL AGENT,
                                    AS LENDER

                                   ----------

================================================================================



                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
ARTICLE I DEFINITIONS....................................................      2
   Section 1.1   Certain Defined Terms...................................      2
   Section 1.2   Accounting Terms........................................     24
   Section 1.3   Other Definitional Provisions...........................     24

ARTICLE II TERMS OF THE LOAN.............................................     25
   Section 2.1   Loan....................................................     25
   Section 2.2   Interest................................................     26
   Section 2.3   Additional Borrowers....................................     27
   Section 2.4   Payments................................................     27
   Section 2.5   Maturity................................................     28
   Section 2.6   Prepayment..............................................     28
   Section 2.7   Outstanding Balance.....................................     29
   Section 2.8   Taxes...................................................     29
   Section 2.9   Reasonableness of Charges...............................     29
   Section 2.10  Servicing/Special Servicing.............................     30

ARTICLE III CONDITIONS TO LOAN...........................................     30
   Section 3.1   Conditions to Funding of the Loan on the Closing Date...     30

ARTICLE IV REPRESENTATIONS AND WARRANTIES................................     33
   Section 4.1   Organization, Powers, Capitalization, Good Standing,
                 Business................................................     33
   Section 4.2   Authorization of Borrowing, etc.........................     34
   Section 4.3   Financial Statements....................................     34
   Section 4.4   Indebtedness and Contingent Obligations.................     34
   Section 4.5   Title to the Properties.................................     35
   Section 4.6   Zoning; Compliance with Laws............................     35
   Section 4.7   Leases; Agreements......................................     36
   Section 4.8   Condition of the Properties.............................     36
   Section 4.9   Litigation; Adverse Facts...............................     37
   Section 4.10  Payment of Taxes........................................     37
   Section 4.11  Adverse Contracts.......................................     37
   Section 4.12  Performance of Agreements...............................     37
   Section 4.13  Governmental Regulation.................................     37
   Section 4.14  Employee Benefit Plans..................................     37
   Section 4.15  Broker's Fees...........................................     37
   Section 4.16  Solvency................................................     38
   Section 4.17  Disclosure..............................................     38
   Section 4.18  Use of Proceeds and Margin Security.....................     38



   Section 4.19  Insurance...............................................     38
   Section 4.20  Investments.............................................     38
   Section 4.21  No Plan Assets..........................................     39
   Section 4.22  Governmental Plan.......................................     39
   Section 4.23  Not Foreign Person......................................     39
   Section 4.24  No Collective Bargaining Agreements.....................     39
   Section 4.25  Ground Leases...........................................     39
   Section 4.26  Easements...............................................     39
   Section 4.27  Principal Place of Business.............................     42
   Section 4.28  Environmental Compliance................................     42
   Section 4.29  Separate Tax Lot........................................     42

ARTICLE V COVENANTS OF BORROWER PARTIES..................................     43
   Section 5.1   Financial Statements and Other Reports..................     43
   Section 5.2   Existence; Qualification................................     46
   Section 5.3   Payment of Impositions and Claims.......................     46
   Section 5.4   Maintenance of Insurance................................     47
   Section 5.5   Operation and Maintenance of the Properties;
                 Casualty; Condemnation..................................     50
   Section 5.6   Inspection..............................................     52
   Section 5.7   Compliance with Laws and Contractual Obligations........     53
   Section 5.8   Further Assurances......................................     53
   Section 5.9   Performance of Agreements and Leases....................     53
   Section 5.10  Leases..................................................     53
   Section 5.11  Management Agreement....................................     54
   Section 5.12  Reserved................................................     55
   Section 5.13  Deposits; Application of Receipts.......................     55
   Section 5.14  Estoppel Certificates...................................     55
   Section 5.15  Indebtedness............................................     55
   Section 5.16  No Liens................................................     56
   Section 5.17  Contingent Obligations..................................     56
   Section 5.18  Restriction on Fundamental Changes......................     56
   Section 5.19  Transactions with Related Persons.......................     56
   Section 5.20  Bankruptcy, Receivers, Similar Matters..................     56
   Section 5.21  ERISA...................................................     57
   Section 5.22  Reserved................................................     57
   Section 5.23  Ground Leases...........................................     58
   Section 5.24  Easements...............................................     64
   Section 5.25  Master Lease Sites......................................     67
   Section 5.26  Lender's Expenses.......................................     69

ARTICLE VI RESERVES......................................................     69
   Section 6.1   Security Interest in Reserves; Other Matters Pertaining
                 to Reserves.............................................     69
   Section 6.2   Funds Deposited with Lender.............................     69


                                       ii



   Section 6.3   Impositions and Insurance Reserve.......................     70
   Section 6.4   Advance Rents Reserve Sub-Account.......................     71
   Section 6.5   Acquisition Reserve.....................................     71
   Section 6.6   Reserved................................................     75
   Section 6.7   Reserved................................................     75
   Section 6.8   Cash Trap Reserve.......................................     75

ARTICLE VII DEPOSIT ACCOUNT; LOCK BOX ACCOUNT; CASH MANAGEMENT...........     75
   Section 7.1   Establishment of Deposit Account and Lock Box Account...     75
   Section 7.2   Application of Funds in Lock Box Account................     77
   Section 7.3   Application of Funds After Event of Default.............     77

ARTICLE VIII DEFAULT, RIGHTS AND REMEDIES................................     77
   Section 8.1   Event of Default........................................     77
   Section 8.2   Acceleration and Remedies...............................     80
   Section 8.3   Performance by Lender...................................     82
   Section 8.4   Evidence of Compliance..................................     82

ARTICLE IX SINGLE-PURPOSE, BANKRUPTCY-REMOTE REPRESENTATIONS,
   WARRANTIES AND COVENANTS..............................................     83
   Section 9.1   Applicable to Borrower Parties..........................     83
   Section 9.2   Applicable to Borrowers, Guarantor and Manager..........     85

ARTICLE X PLEDGE OF OTHER COMPANY COLLATERAL.............................     86
   Section 10.1  Grant of Security Interest/UCC Collateral...............     86

ARTICLE XI RESTRICTIONS ON LIENS, TRANSFERS; ASSUMABILITY;
   RELEASE OF PROPERTIES.................................................     87
   Section 11.1  Restrictions on Transfer and Encumbrance................     87
   Section 11.2  Transfers of Beneficial Interests.......................     87
   Section 11.3  Defeasance..............................................     88
   Section 11.4  Release of Properties...................................     89
   Section 11.5  Substitution of Property................................     91
   Section 11.6  Substitution of Additional Pledged Properties...........     94

ARTICLE XII RECOURSE; LIMITATIONS ON RECOURSE............................     95
   Section 12.1  Limitations on Recourse.................................     95
   Section 12.2  Partial Recourse........................................     96
   Section 12.3  Miscellaneous...........................................     96


                                       iii



ARTICLE XIII WAIVERS OF DEFENSES OF GUARANTORS AND SURETIES..............     97
   Section 13.1  Waivers.................................................     97

ARTICLE XIV MISCELLANEOUS................................................     99
   Section 14.1  Expenses and Attorneys' Fees............................     99
   Section 14.2  Indemnity...............................................     99
   Section 14.3  Amendments and Waivers..................................    100
   Section 14.4  Retention of the Borrowers' Documents...................    100
   Section 14.5  Notices.................................................    100
   Section 14.6  Survival of Warranties and Certain Agreements...........    101
   Section 14.7  Failure or Indulgence Not Waiver; Remedies Cumulative...    101
   Section 14.8  Marshaling; Payments Set Aside..........................    102
   Section 14.9  Severability............................................    102
   Section 14.10 Headings................................................    102
   Section 14.11 APPLICABLE LAW..........................................    102
   Section 14.12 Successors and Assigns..................................    103
   Section 14.13 Sophisticated Parties, Reasonable Terms, No Fiduciary
                 Relationship............................................    103
   Section 14.14 Reasonableness of Determinations........................    103
   Section 14.15 Limitation of Liability.................................    103
   Section 14.16 No Duty.................................................    104
   Section 14.17 Entire Agreement........................................    104
   Section 14.18 Construction; Supremacy of Loan Agreement...............    104
   Section 14.19 Consent to Jurisdiction.................................    104
   Section 14.20 Waiver of Jury Trial....................................    105
   Section 14.21 Counterparts; Effectiveness.............................    105
   Section 14.22 Servicer................................................    105
   Section 14.23 Obligations of Borrower Parties.........................    105
   Section 14.24 Additional Inspections; Reports.........................    106
   Section 14.25 Cross-Default; Cross-Collateralization; Waiver of
                 Marshalling of Assets...................................    106


                                       iv



                              AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

          This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "LOAN
AGREEMENT") is dated as of [___________], 2005, and entered into by and between
GLOBAL SIGNAL ACQUISITIONS LLC, a Delaware limited liability company
("ACQUISITIONS I"), Global Signal Acquisitions II LLC, a Delaware limited
liability company ("ACQUISITIONS II") and the other BORROWER OR BORROWERS
signatory hereto or that may become a party hereto (collectively, "BORROWERS",
and individually, each a "BORROWER"), and ______________________, a Delaware
limited liability company (together with its successors and assigns, "LENDER").

                                    RECITALS

          WHEREAS, Acquisitions I entered into that certain Acquisition Credit
Agreement with Morgan Stanley Asset Funding Inc., as Administrative Agent and
Collateral Agent, and the lenders set forth therein (collectively, the
"ACQUISITIONS I LENDERS"), dated as of April 22, 2005 (as amended through the
date hereof, the "ACQUISITIONS I CREDIT AGREEMENT") pursuant to the terms of
which the Acquisitions I Lenders advanced certain funds (the "ACQUISITIONS I
INDEBTEDNESS") to Acquisitions I;

          WHEREAS, certain subsidiaries of Acquisitions I (the "Existing
Subsidiaries") have become obligated as guarantors under the Acquisitions I
Credit Agreement and have delivered mortgages, deeds of trust, and/or deeds to
secure debt as additional security for the obligations of Acquisitions I under
the Acquisitions I Credit Agreement;

          WHEREAS, Acquisitions II entered into that certain Bridge Loan and
Override Agreement with Bank of America, N.A., as Co-Administrative Agent and
Calculation Agent, and Morgan Stanley Asset Funding Inc., as Co-Administrative
Agent and Collateral Agent, and the lenders set forth therein (collectively, the
"ACQUISITIONS II LENDERS"), dated as of May 26, 2005 (as amended through the
date hereof, the "ACQUISITIONS II CREDIT Agreement") pursuant to the terms of
which the Acquisitions II Lenders advanced certain funds (the "ACQUISITIONS II
INDEBTEDNESS") to Acquisitions II;

          WHEREAS, Acquisitions II has delivered mortgages, deeds of trust,
and/or deeds to secure debt as additional security for the obligations of
Acquisitions II under the Acquisitions II Credit Agreement;

          WHEREAS, Lender has (i) succeeded to the rights and obligations of the
Acquisitions I Lenders under the Acquisitions I Credit Agreement, (ii) succeeded
to the rights and obligations of the Acquisitions II Lenders under the
Acquisitions II Credit Agreement (the Acquisitions I Credit Agreement and the
Acquisitions II Credit Agreement being collectively referred to herein as the
"EXISTING CREDIT AGREEMENTS"), and (ii) has become the sole Administrative
Agent, Collateral Agent, and Calculation Agent and the sole lender thereunder,
all pursuant to the terms of the Existing Credit Agreements;

          WHEREAS, the Existing Subsidiaries, Acquisitions I, Acquisitions II,
and Lender have agreed to (i) combine and consolidate the Acquisitions I
Indebtedness and the



Acquisitions II Indebtedness (collectively, the "EXISTING INDEBTEDNESS"), (ii)
modify the terms and conditions of the Existing Indebtedness, (iii) include the
Existing Subsidiaries, Acquisitions I and Acquisitions II as "BORROWERS"
hereunder and under the Loan, and (iv) provide for one additional advance in an
amount (the "INCREASED INDEBTEDNESS") such that the Principal Amount of the Loan
outstanding as of the Closing Date will be $[______________] pursuant to the
terms hereof;

          WHEREAS, to secure the additional obligations under the Increased
Indebtedness, the Borrowers have agreed to deliver certain additional collateral
to Lender pursuant to the terms hereof;

          WHEREAS, the Borrowers and Lender intend these recitals to be a
material part of this Agreement;

          WHEREAS, all things necessary to make this Agreement the valid and
legally binding obligation of the Borrowers in accordance with its terms, for
the uses and purposes herein set forth, have been done and performed.

          NOW THEREFORE, to evidence and secure the payment of the principal of,
Yield Maintenance (if any) and interest on the Existing Indebtedness under the
Existing Credit Agreements and the Increased Indebtedness and all other
obligations, liabilities or sums due or to become due pursuant to the Loan
Documents, the Borrowers and Lender have executed and delivered this Agreement
and the Borrowers and Lender by these presents and by the execution and delivery
hereof do hereby irrevocably agree as follows:

          The terms, covenants and provisions of the Existing Credit Agreements
as herein consolidated, modified, amended and restated are hereby consolidated,
modified, ratified and confirmed in all respects by the Borrowers and the terms,
covenants and provisions of the Existing Credit Agreements are hereby
consolidated, modified, amended and restated so that henceforth, the terms,
covenants and provisions of this Agreement shall supersede the terms, covenants
and provisions of the Existing Credit Agreements and the terms, covenants and
provisions of the Existing Credit Agreements shall read the same as the
following text:

          NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the Borrowers and Lender agree as
follows:

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1 CERTAIN DEFINED TERMS. The terms defined below are used in this Loan
Agreement as so defined. Terms defined in the preamble and recitals to this Loan
Agreement are used in this Loan Agreement as so defined.

     "ACCEPTABLE MANAGER" means Global Signal Services LLC or, upon receipt of a
Rating Confirmation, another reputable management company reasonably acceptable
to Lender with experience managing properties similar to the Properties.



     "ACCOUNT COLLATERAL" means all of the Borrowers' right, title and interest
in and to the Accounts, the Reserves, all monies and amounts which may from time
to time be on deposit therein, all monies, checks, notes, instruments,
documents, deposits, and credits from time to time in the possession of Lender
representing or evidencing such Accounts and Reserves and all earnings and
investments held therein and proceeds thereof.

     "ACCOUNTS" means, collectively, the Deposit Account, the Lock Box Account,
the Sub-Accounts thereof, the Acquisition Reserve and any other accounts pledged
to Lender pursuant to this Loan Agreement or any other Loan Document.

     "ACQUISITION" means any acquisition by the Borrowers of (i) Towers, (ii)
all of the Capital Stock of any Person that holds Towers as a principal asset,
and/or (iii) a fee, easement, or long term ground lease interest in real
property upon which wireless communications towers are, or are to be, located.

     "ACQUISITION DATE" has the meaning set forth in Section 6.5.

     "ACQUISITIONS I CREDIT AGREEMENT" has the meaning set forth in the
Recitals.

     "ACQUISITIONS II CREDIT AGREEMENT" has the meaning set forth in the
Recitals.

     "ACQUISITIONS I INDEBTEDNESS" has the meaning set forth in the Recitals.

     "ACQUISITIONS II INDEBTEDNESS" has the meaning set forth in the Recitals.

     "ACQUISITIONS I LENDERS" has the meaning set forth in the Recitals.

     "ACQUISITIONS II LENDERS" has the meaning set forth in the Recitals.

     "ACQUISITION PERIOD" means the period commencing as of the Closing Date and
ending on the earlier of (x) the date that the Acquisition Reserve is terminated
by the Borrowers in accordance with Section 6.5 and (y) the Business Day
immediately prior to the _______ Payment Date.

     "ACQUISITION PROPERTY" means any Tower that is subject to an Acquisition
pursuant to Section 6.5.

     "ACQUISITION RESERVE" has the meaning set forth in Section 6.5.

     "ADDITIONAL PLEDGED PROPERTIES" means initially, all the properties
(including land and Improvements) described in EXHIBIT A, and all related
facilities, owned by the Borrowers and pledged as additional Collateral for the
Loan; provided that, following (w) an Additional Pledged Property Substitution,
"ADDITIONAL PLEDGED PROPERTIES" shall include the Replacement Additional Pledged
Property and shall exclude the Substituted Additional Pledged Property, (x) an
Acquisition, "ADDITIONAL PLEDGED PROPERTIES" shall include all Acquisition
Properties that are not Mortgaged Properties, (y) a Conversion, "ADDITIONAL
PLEDGED PROPERTIES" shall exclude the applicable Conversion Property, and (z)
delivery of the required Deeds of Trust, "ADDITIONAL PLEDGED PROPERTY" shall
exclude the applicable Mortgaged Property.



     "ADDITIONAL PLEDGED PROPERTY SUBSTITUTION" has the meaning set forth in
Section 11.6.

     "ADVANCE RENTS RESERVE DEPOSIT" has the meaning set forth in the Cash
Management Agreement.

     "ADVANCE RENTS RESERVE SUB-ACCOUNT" has the meaning set forth in Section
6.4.

     "AFFILIATE" means in relation to any Person, any other Person: (i) directly
or indirectly controlling, controlled by, or under common control with, the
first Person; (ii) directly or indirectly owning or holding fifty percent (50%)
or more of the voting stock or other equity interest in the first Person; or
(iii) fifty percent (50%) or more of whose voting stock or other equity interest
is directly or indirectly owned or held by the first Person. For purposes of
this definition, "CONTROL" (including with correlative meanings, the terms
"CONTROLLING", "CONTROLLED BY" and "UNDER COMMON CONTROL WITH") means the
possession directly or indirectly of the power to direct or cause the direction
of the management and policies of a Person, whether through the ownership of
voting securities, by contract or otherwise. Where expressions such as "[name of
party] or any Affiliate" are used, the same shall refer to the named party and
any Affiliate of the named party. Further, the Affiliates of any Person that is
an entity shall include all natural persons who are officers, agents, directors,
members, partners, or employees of the entity Person.

     "ALLOCATED LOAN AMOUNT" means the portion of the Loan allocated to each
Property calculated as the Cash Purchase Price for the applicable Properties
multiplied by the quotient (expressed as a percentage) of (x) Net Tower Cash
Flow of the applicable Property divided by (y) Net Tower Cash Flow of all
Properties.

     "ALLOCATED PURCHASE PRICE" means with respect to a particular Property, the
amount designated on EXHIBIT A as the "ALLOCABLE VALUE" for such Property.

     "AMENDED DEED OF TRUST" means an amendment to the Deed of Trust originally
encumbering the Mortgaged Property for which an Amended Easement or an Amended
Ground Lease has been executed, the effect of which spreads the lien of the
existing Deed of Trust to encumber the existing Mortgaged Property and the
additional property (including land and improvements) subject to the Amended
Easement or Amended Ground Lease, as applicable.

     "AMENDED EASEMENT" has the meaning set forth in Section 5.24.

     "AMENDED GROUND LEASE" has the meaning set forth in Section 5.23.

     "ANNUAL ADVANCE RENTS RESERVE DEPOSIT" has the meaning set forth in the
Cash Management Agreement.

     "APPROVED ACCOUNTING FIRM" means any "Big Four" accounting firm, consisting
of Ernst & Young, PricewaterhouseCoopers, Deloitte & Touche or KPMG LLP or any
successor entity.

     "ASSIGNMENT OF MANAGEMENT AGREEMENT" means the Collateral Assignment of
Management Agreement of even date herewith executed by each of the Borrowers and
the



Manager, constituting an Assignment of the Management Agreement as Collateral
for the Loan, as same may be amended or modified from time to time.

     "AVAILABILITY" means an amount equal to the lesser of (x) the amount
remaining in the Acquisition Reserve, (y) one hundred (100%) of the Cash
Purchase Price for the applicable Acquisition, and (z) an amount which would
cause the Yield after consideration of the applicable Acquisition to be not less
than ______________________________________________________.

     "BANKRUPTCY CODE" means Title 11 of the United States Code, as amended from
time to time, and all rules and regulations promulgated thereunder.

     "BORROWER" and "BORROWERS" have the meanings set forth in the preamble;
provided that, following a Release, "BORROWERS" shall mean each of the Borrowers
remaining as a party to the Loan Documents, and whose Properties remain
encumbered by the Loan Documents as Collateral for the Loan and "BORROWER" shall
mean any of such remaining parties, as each of such terms may be modified
pursuant to the terms of Section 2.3 in connection with an Acquisition.

     "BORROWER PARTY" and "BORROWER PARTIES" means, individually or
collectively, the Borrowers and Guarantor.

     "BORROWER PARTY SECRETARY" has the meaning set forth in Section 3.1.

     "BUSINESS DAY" means any day excluding (i) Saturday, (ii) Sunday, (iii) any
day which is a legal holiday in the State of New York, the State of Florida, the
state where the primary servicing office of the Servicer is located, or the
state in which the corporate trust office of the trustee in connection with any
Securitization is located, and (iv) any day on which banking institutions
located in such state are generally not open for the conduct of regular
business.

     "CAPEX BUDGET" means the annual budget covering the planned Capital
Expenditures for the period covered by such budget. The CapEx Budget shall not
include Capital Expenditures consisting of discretionary expenditures made to
acquire fee or easement interests with respect to any Ground Leased Property, or
non-recurring expenditures made to enhance the Operating Revenues of a Property.

     "CAPITAL EXPENDITURES" means expenditures for Capital Improvements.

     "CAPITAL IMPROVEMENTS" means capital improvements, repairs or alterations,
fixtures, equipment and other capital items (whether paid in cash or property or
accrued as liabilities) made by the Borrowers that, in conformity with GAAP,
would not be included in the Borrowers' annual financial statements as an
operating expense of the Properties.

     "CAPITAL STOCK" means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all similar ownership interests in a Person (other than a corporation) and
any and all warrants, rights or options to purchase any of the foregoing.



     "CASH MANAGEMENT AGREEMENT" means the Cash Management Agreement of even
date herewith among Acquisitions II (and any other Borrower that may become a
party hereto), Lender, Manager, and Lock Box Account Bank.

     "CASH PURCHASE PRICE" means the aggregate cash consideration required to be
paid by the Borrowers for any Properties (after giving effect to any purchase
price adjustments, including any earnouts, holdbacks or prepaids which are
required to be paid (or put into escrow pursuant to the applicable purchase
agreement) by the Borrowers at or prior to such time in settlement of the final
purchase price therefor), together with reasonable and customary transaction
costs (including commissions, accountant costs and audits), the reasonable fees
and expenses of counsel to the Borrowers for services rendered in connection
with the transaction and the amount of taxes that are payable by the Borrowers
as a result of such transaction.

     "CASH TRAP DSCR" means ________________.

     "CASH TRAP EVENT" has the meaning set forth in Section 6.8.

     "CASH TRAP RESERVE" has the meaning set forth in Section 6.8.

     "CLAIMS" has the meaning set forth in Section 5.3.

     "CLOSING" means the funding of the Loan and the consummation of the other
transactions contemplated by this Loan Agreement.

     "CLOSING DATE" means the date on which the Closing occurs.

     "COLLATERAL" means rights, interests, and property of every kind, real and
personal, tangible and intangible, which is granted, pledged, liened, or
encumbered as security for the Loan or any of the other Obligations under this
Loan Agreement, the Deeds of Trust, the Cash Management Agreement, the Guaranty,
the Pledge Agreement or other Loan Documents, including without limitation the
Properties and the Account Collateral.

     "COLLOCATION AGREEMENT" means an agreement pursuant to which a Contributor
rents a third party space at any wireless communication site, including all
amendments, modifications, supplements, assignments, guaranties and side letters
related thereto.

     "COMPLIANCE CERTIFICATE" has the meaning set forth in Section 5.1.

     "COMPONENT" has the meaning set forth in the Note.

     "COMPONENT RATE" means, for any Component, the rate per annum set forth in
the Note for such Component.

     "CONDEMNATION PROCEEDS" means, collectively, the proceeds of any
condemnation or taking pursuant to the exercise of the power of eminent domain
or purchase in lieu thereof, in all instances to the extent required to be paid
to the Borrowers.



     "CONTINGENT OBLIGATION", as applied to any Person, means any direct or
indirect liability, contingent or otherwise, of that Person: (A) with respect to
any indebtedness, lease, dividend or other obligation of another if the primary
purpose or intent of the Person incurring such liability, or the primary effect
thereof, is to provide assurance to the obligee of such liability that such
liability will be paid or discharged, or that any agreements relating thereto
will be complied with, or that the holders of such liability will be protected
(in whole or in part) against loss with respect thereto; (B) with respect to any
letter of credit issued for the account of that Person or as to which that
Person is otherwise liable for reimbursement of drawings; (C) under any interest
rate swap agreement, interest rate cap agreement, interest rate collar agreement
or other similar agreement or arrangement designed to protect against
fluctuations in interest rates; or (D) under any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
protect that Person against fluctuations in currency values. Contingent
Obligations shall include (i) the direct or indirect guaranty, endorsement
(other than for collection or deposit in the ordinary course of business),
co-making (other than the Loan), discounting with recourse or sale with recourse
by such Person of the obligation of another, (ii) the obligation to make
take-or-pay or similar payments if required regardless of nonperformance by any
other party or parties to an agreement, and (iii) any liability of such Person
for the obligations of another through any agreement to purchase, repurchase or
otherwise acquire such obligation or any property constituting security
therefor, to provide funds for the payment or discharge of such obligation or to
maintain the solvency, financial condition or any balance sheet item or level of
income of another. The amount of any Contingent Obligation shall be equal to the
amount of the obligation so guaranteed or otherwise supported or, if not a fixed
and determined amount, the maximum amount so guaranteed.

     "CONTRIBUTOR" has the meaning set forth in the Sprint Contribution
Agreement.

     "CONVERSION" means (x) with respect to Pre-Lease Sites, the conversion of a
Pre-Lease Site to a Master Lease Site and (y) with respect to Non-Contributable
Sites, a Non-Contributable Site Conversion where the site will directly become a
Master Lease Site, in accordance with the terms of the Sprint Contribution
Agreement on the applicable Conversion Closing Date.

     "CONVERSION CLOSING DATE" has the meaning set forth in the Sprint
Acquisition Documents.

     "CONVERSION PROPERTY" means, as of the applicable Conversion Closing Date,
any Pre-Lease Site or Non-Contributable Site under the Sprint Contribution
Agreement that is converted to a Master Lease Site.

     "CONTRACTUAL OBLIGATION", as applied to any Person, means any indenture,
mortgage, deed of trust, contract, undertaking, agreement or other instrument to
which that Person is a party or by which it or any of its properties is bound or
to which it or any of its properties is subject, other than the Loan Documents.

     "DEBT SERVICE COVERAGE RATIO" or "DSCR" means, at any time of
determination, Net Tower Cash Flow divided by the amount of interest that the
Borrowers will be required to pay over the succeeding twelve (12) months on the
Principal Amount of the Loan; provided that in calculating the DSCR during the
Acquisition Period, the Principal Amount of the Loan (and debt



service with respect thereto calculated at the average weighted Component Rate
across all Components) shall be deemed to be equal to ____% of the Cash Purchase
Price of all Properties owned as of the date of determination.

     "DEBT SERVICE SUB-ACCOUNT" has the meaning set forth in Section 7.1.

     "DEEDS OF TRUST" means, collectively, (i) the Deeds of Trust, Assignments,
Security Agreements and Financing Statements, (ii) the Mortgages, Assignments,
Security Agreements and Financing Statements, and (iii) the Deeds to Secure
Debt, Assignments, Security Agreements and Financing Statements from the
Borrowers, constituting Liens on their respective Mortgaged Properties as
Collateral for the Loan as same have been, or may be, assigned, modified or
amended from time to time.

     "DEFAULT" means any breach or default under any of the Loan Documents,
whether or not the same is an Event of Default, and also any condition or event
that, after notice or lapse of time or both, would constitute an Event of
Default if that condition or event were not cured or removed within any
applicable grace or cure period.

     "DEFAULT RATE" has the meaning set forth in Section 2.2.

     "DEFEASED NOTE" has the meaning set forth in Section 11.3.

     "DEPOSIT ACCOUNT" has the meaning set forth in Section 7.1.

     "DEPOSIT ACCOUNT AGREEMENT" has the meaning set forth in Section 7.1.

     "DEPOSIT BANK" has the meaning set forth in Section 7.1.

     "DISTRIBUTION DATE" shall mean the fifteenth (15th) day of each calendar
month or, if any such fifteenth (15th) day is not a Business Day, the next
succeeding Business Day, beginning in [__________] 2005.

     "DOLLARS" and the sign "$" mean the lawful money of the United States of
America.

     "EASEMENT" means, individually and collectively, the easement interests
granted to the Borrowers by the owner of the applicable fee interest in the
Properties described on SCHEDULE 4.26 attached hereto, which such easement
interests have been, or may be in the future, subjected to a Deed of Trust as
Collateral for the Loan; provided that, (i) following termination of an Easement
pursuant to Section 5.24, "EASEMENT" shall mean each of the Properties that
remain subject to an Easement, (ii) following a Substitution with respect to a
Property that will be subject to an Easement, "EASEMENT" shall include the
Replacement Property and shall exclude the Substituted Property, and (iii) with
respect to, or following, an Acquisition, "EASEMENT" shall include all
Acquisition Properties acquired by the purchase of an easement for the property
located under one or more Towers.

     "EASEMENT DEFAULT" has the meaning set forth in Section 4.26.



     "ELIGIBLE ACCOUNT" means a separate and identifiable account from all other
funds held by the holding institution, which account is either (i) an account
maintained with an Eligible Bank or (ii) a segregated trust account maintained
by a corporate trust department of a federal depository institution or a state
chartered depository institution subject to regulations regarding fiduciary
funds on deposit similar to Title 12 of the Code of Federal Regulations Section
9.10(b), which, in either case, has corporate trust powers and is acting in its
fiduciary capacity or is otherwise acceptable to the Rating Agencies.

     "ELIGIBLE BANK" means a bank that satisfies the Rating Criteria.

     "EMPLOYEE BENEFIT PLAN" means any employee benefit plan within the meaning
of Section 3(3) of ERISA (including any Multiemployer Plan) which is subject to
Title IV of ERISA or to Section 412 of the Code and (i) which is maintained for
employees of any of the Borrowers or any ERISA Affiliate, (ii) which has at any
time within the preceding six (6) years been maintained for the employees of any
of the Borrowers or any current or former ERISA Affiliate or (iii) for which any
of the Borrowers or any ERISA Affiliate has any liability, including contingent
liability.

     "ENVIRONMENTAL INDEMNITY" means the Environmental Indemnity of even date
herewith from the Borrowers to Lender, as same may be amended or modified from
time to time.

     "ENVIRONMENTAL LAWS" means all present and future local, state, federal or
other governmental authority, statutes, ordinances, codes, orders, decrees,
laws, rules or regulations pertaining to or imposing liability or standards of
conduct concerning environmental regulation (including, without limitation,
regulations concerning health and safety), contamination or clean-up or the
handling, generation, release or storage of Hazardous Material affecting the
Properties including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, the Resource
Conservation and Recovery Act, as amended, the Emergency Planning and Community
Right-to-Know Act of 1986, as amended, the Hazardous Substances Transportation
Act, as amended, the Solid Waste Disposal Act, as amended, the Clean Water Act,
as amended, the Clean Air Act, as amended, the Toxic Substances Control Act, as
amended, the Safe Drinking Water Act, as amended, the Occupational Safety and
Health Act, as amended, any state superlien and environmental clean-up statutes
and all regulations adopted in respect of the foregoing laws whether now or
hereafter in effect, but excluding any local, state, federal, or other
governmental historic preservation or similar laws relating to historical
resources and historic preservation not related to (i) protection of health or
the environment or (iii) Hazardous Materials.

     "ERISA" means the Employee Retirement Income Security Act of 1974, and all
rules and regulations promulgated thereunder.

     "ERISA AFFILIATE" means, in relation to any Person, any other Person under
common control with the first Person, within the meaning of Section 4001(a)(14)
of ERISA.

     "ESTOPPEL" has the meaning set forth in Section 4.25(A).

     "EVENT OF DEFAULT" has the meaning set forth in Section 8.1.



     "EXCESS CASH FLOW" means all funds remaining in the Lock Box Account after
distributions and allocations of all amounts required to be allocated or
distributed pursuant to Section 3.3(a)(i) - (v) of the Cash Management
Agreement.

     "EXCESS INTEREST" has the meaning set forth in Section 2.2.

     "EXCULPATED PARTIES" has the meaning set forth in Section 12.2.

     "EXISTING CREDIT AGREEMENTS" has the meaning set forth in the Recitals.

     "EXISTING INDEBTEDNESS" has the meaning set forth in the Recitals.

     "EXISTING LENDERS" has the meaning set forth in the Recitals.

     "EXISTING SUBSIDIARIES" has the meaning set forth in the Recitals.

     "EXTRAORDINARY EXPENSES" means Capital Expenditures and other operating
expenses not set forth in either the annual CapEx Budget or the Operating
Budget.

     "FEDERAL OBLIGATIONS" means non-callable direct obligations of, or
obligations fully guaranteed as to payment of principal and interest by, the
United States of America or any agency or instrumentality thereof provided that
such obligations are backed by the full faith and credit of the United States of
America as chosen by the Borrowers, subject to the approval of Lender.

     "FINANCIAL STATEMENTS" means statements of operations and retained
earnings, statements of cash flow and balance sheets.

     "FINANCING STATEMENTS" means the Uniform Commercial Code Financing
Statements naming the applicable Borrower Parties as debtor, and Lender as
secured party, required under applicable state law to perfect the security
interests created hereunder or under the other Loan Documents.

     "FIRST INTEREST ACCRUAL PERIOD" means the period commencing on the Closing
Date and ending on the last day of [______________] 2005.

     "FITCH" means Fitch, Inc.

     "FORCE MAJEURE" means acts of god, governmental restrictions, stays,
judgments, orders, decrees, enemy actions, civil commotion, fire, casualty,
strikes or work stoppages which are industry-wide and not aimed at the Borrowers
or their Affiliates, or other causes beyond the reasonable control of the
Borrowers and/or their Affiliates, but the Borrowers' lack of funds in and of
itself shall not be deemed a cause beyond the control of the Borrowers.

     "GAAP" means generally accepted accounting principles as set forth in
Statement on Auditing Standards No. 69 entitled "The Meaning of Presenting
Fairly in Conformity with Generally Accepted Accounting Principles in the
Independent Auditor's Report" issued by the Auditing Standards Board of the
Institute of Certified Public Accountants and statements and



pronouncements of the Financial Accounting Standards Board to the extent such
principles are applicable to the facts and circumstances as of the date of
determination.

     "GOVERNMENTAL AUTHORITY" means, with respect to any Person, any federal or
state government or other political subdivision thereof and any entity,
including any regulatory or administrative authority or court, exercising
executive, legislative, judicial, regulatory or administrative or
quasi-administrative functions of or pertaining to government, and any
arbitration board or tribunal in each case having jurisdiction over such
applicable Person or such Person's property, and any stock exchange on which
shares of capital stock of such Person are listed or admitted for trading.

     "GOVERNMENTAL LEASES" means Leases with any federal or state government or
other political subdivision thereof for space on a Tower located on a Property,
provided that such lease (by way of a lease, purchase order, request for
proposal, or similar requisition system) does not contain any provision that
would materially and adversely affect Lender's Collateral or the priority of any
Deed of Trust.

     "GROUND LEASE DEFAULT" has the meaning set forth in Section 4.25

     "GROUND LEASED PROPERTY" and "GROUND LEASED PROPERTIES" means, collectively
or individually, the Master Lease Sites and Properties subject to the Ground
Leases as described on SCHEDULE 4.25 attached hereto; provided that, (i)
following termination of a Ground Lease pursuant to Section 5.23, "GROUND LEASED
PROPERTIES" shall mean each of the Properties that remain subject to a Ground
Lease, (ii) following a Substitution with respect to a Property that will be
subject to a Ground Lease, "GROUND LEASED PROPERTIES" shall include the
Replacement Property and shall exclude the Substituted Property, (iii) with
respect to, or following, an Acquisition, "GROUND LEASED PROPERTIES" shall
include all Acquisition Properties which are subject to a Ground Lease, and (iv)
with respect to, or following, a Conversion, "GROUND LEASED PROPERTIES" shall
include all Conversion Properties.

     "GROUND LEASES" means each Master Lease Agreement, the Prime Ground Leases,
and, following an Acquisition, any future ground leases with respect to
Replacement Properties and Acquisition Properties; provided that "GROUND LEASES"
shall not refer to any ground lease where any of the Borrowers is the landlord
under such lease.

     "GROUND LESSORS" means the landlords under the Ground Leases.

     "GSI" has the meaning set forth in Section 5.1.

     "GUARANTOR" means ______________________, a Delaware limited liability
company.

     "GUARANTY" means collectively, the Environmental Indemnity and the Parent
Guaranty.

     "HAZARDOUS MATERIAL" means all or any of the following: (A) substances,
materials, compounds, wastes, products, emissions and vapors that are defined or
listed in, regulated by, or otherwise classified pursuant to, any applicable
Environmental Laws, including any so defined, listed, regulated or classified as
"hazardous substances", "hazardous materials", "hazardous wastes", "toxic
substances", "pollutants", "contaminants", or any other formulation intended to



regulate, define, list or classify substances by reason of deleterious, harmful
or dangerous properties; (B) waste oil, oil, petroleum or petroleum derived
substances, natural gas, natural gas liquids or synthetic gas and drilling
fluids, produced waters and other wastes associated with the exploration,
development or production of crude oil, natural gas or geothermal resources; (C)
any flammable substances or explosives or any radioactive materials; (D)
asbestos in any form; (E) electrical or hydraulic equipment which contains any
oil or dielectric fluid containing polychlorinated biphenyls; (F) radon; (G)
mold; or (H) urea formaldehyde, provided, however, such definition shall not
include (i) cleaning materials and other substances commonly used in the
ordinary course of the Borrowers' business, which materials exist only in
reasonable quantities and are stored, contained, transported, used, released,
and disposed of in accordance with all applicable Environmental Laws, or (ii)
cleaning materials and other substances commonly used in the ordinary course of
the Borrowers' tenant's, or any of their respective agent's, business, which
materials exist only in reasonable quantities and are stored, contained,
transported, used, released, and disposed of in accordance with all applicable
Environmental Laws.

     "IMPOSITIONS" means (i) all real estate and personal property taxes, and
vault charges and all other taxes, levies, assessments and other similar
charges, general and special, ordinary and extraordinary, foreseen and
unforeseen, of every kind and nature whatsoever (including any payments in lieu
of taxes), which at any time prior to, at or after the execution hereof may be
assessed, levied or imposed by, in each case, a governmental authority upon any
of the Properties or the rents relating thereto or upon the ownership, use,
occupancy or enjoyment thereof, and any interest, cost or penalties imposed by
such governmental authority with respect to any of the foregoing and (ii) all
rent and other amounts payable by the Borrowers under each of the Ground Leases.
Impositions shall not include (x) any sales or use taxes payable by the
Borrowers, (y) taxes payable by tenants or guests occupying any portions of the
Properties, or (z) taxes or other charges payable by any Manager unless such
taxes are being paid on behalf of the Borrowers.

     "IMPOSITIONS AND INSURANCE RESERVE" means the reserve established pursuant
to Section 6.3.

     "IMPROVEMENTS" means all buildings, structures, fixtures, additions,
enlargements, extensions, modifications, repairs, replacements and improvements
of every kind and nature now or hereafter located on the Properties and owned by
any of the Borrowers.

     "INCREASED INDEBTEDNESS" has the meaning set forth in the Recitals.

     "INDEBTEDNESS" or "INDEBTEDNESS", means, for any Person, without
duplication: (i) all indebtedness of such Person for borrowed money, for amounts
drawn under a letter of credit, or for the deferred purchase price of property
for which such Person or its assets is liable, (ii) all unfunded amounts under a
loan agreement, letter of credit (unless secured in full by Dollars), or other
credit facility for which such Person would be liable if such amounts were
advanced thereunder, (iii) all amounts required to be paid by such Person as a
guaranteed payment to partners or a preferred or special dividend, including any
mandatory redemption of shares or interests but not any preferred return or
special dividend paid solely from, and to the extent of, excess cash flow after
the payment of all operating expenses, capital improvements and debt



service on all Indebtedness, (iv) all obligations under leases that constitute
capital leases for which such Person is liable, and (v) all obligations of such
Person under interest rate swaps, caps, floors, collars and other interest hedge
agreements, in each case whether such Person is liable contingently or
otherwise, as obligor, guarantor or otherwise, or in respect of which
obligations such Person otherwise assures a creditor against loss.

     "INDEMNIFIED LIABILITIES" has the meaning set forth in Section 14.2.

     "INDEMNITEES" has the meaning set forth in Section 14.2.

     "INDEPENDENT DIRECTOR" means, with respect to any entity, an individual who
shall not have been at the time of such individual's appointment or at any time
while serving as a director of such entity, and shall not have been at any time
during the preceding five years (i) a stockholder, director (other than as an
independent director/member), officer, employee, partner, attorney or counsel of
such entity or any of its Affiliates (except that such individual may be an
independent director of any of its Affiliates) or a direct or indirect legal or
beneficial owner in such entity or any of its Affiliates, (ii) a customer,
creditor, manager, contractor, supplier or other Person who derives any of its
purchases or revenues from its activities with such entity or any of its
Affiliates (other than a company that provides professional independent
directors and which also may provide other ancillary corporate, partnership,
company or trust services to such entity or any of its Affiliates in the
ordinary course of their business), (iii) a Person or other entity controlling,
directly or indirectly, or under common control with such entity or any of its
Affiliates or stockholder, creditor, manager, contractor, partner, customer,
employee, officer, director, supplier or other such Person, or (iv) a member of
the immediate family of such entity or any of its Affiliates or stockholder,
director, officer, employee, partner, customer, creditor, manager, contractor,
supplier or other such Person. As used in this definition, the term "control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management, policies or activities of a Person, whether
through ownership of voting securities, by contract or otherwise.

     "INSURANCE POLICIES" has the meaning set forth in Section 5.4.

     "INSURANCE PREMIUMS" means the annual insurance premiums for the insurance
policies required to be maintained by the Borrowers with respect to the
Properties under Section 5.4.

     "INSURANCE PROCEEDS" means all of the proceeds received by the Borrowers
under the Insurance Policies.

     "INTEREST ACCRUAL PERIOD" means the First Interest Accrual Period and,
thereafter, each one (1) month period which shall be a calendar month.

     "INVOLUNTARY BORROWER BANKRUPTCY" has the meaning set forth in Section
5.20.

     "IRC" means the Internal Revenue Code of 1986, and any rule or regulation
promulgated thereunder from time to time, in each case as amended from time to
time.

     "IRS" means the Internal Revenue Service or any successor thereto.



     "KNOWLEDGE" whenever in this Loan Agreement or any of the Loan Documents,
or in any document or certificate executed on behalf of any Borrower Party
pursuant to this Loan Agreement or any of the Loan Documents, reference is made
to the knowledge of the Borrowers or any other Borrower Party (whether by use of
the words "knowledge" or "known", or other words of similar meaning, and whether
or not the same are capitalized), such shall be deemed to refer to the knowledge
(without independent investigation unless otherwise specified) (i) of the
individuals who have significant responsibility for any policy making, major
decisions or financial affairs of the applicable entity; and (ii) also to the
knowledge of the person signing such document or certificate.

     "LEASE" means any lease, tenancy, license, assignment and/or other rental
or occupancy agreement or other agreement or arrangement (including, without
limitation, any and all guaranties of any of the foregoing) heretofore or
hereafter entered into affecting the use, enjoyment or occupancy of, or the
conduct of any activity upon or in, the Properties or any portion thereof,
including any extensions, renewals, modifications or amendments thereof, and
including (i) any ground lease where any of the Borrowers is the landlord
thereunder, and (ii) the Master Lease Agreement in respect of the Towers leased
to Sprint, including the rights and obligations in respect thereto only.

     "LENDER" has the meaning set forth in the preamble.

     "LIEN" means any lien, mortgage, pledge, security interest, charge or
encumbrance of any kind, whether voluntary or involuntary, (including any
conditional sale or other title retention agreement, any lease in the nature
thereof, and any agreement to give any security interest).

     "LOAN" has the meaning set forth in Section 2.1.

     "LOAN AGREEMENT" means this Loan and Security Agreement, as same may be
amended, modified or restated from time to time (including all schedules,
exhibits, annexes and appendices hereto).

     "LOAN DOCUMENTS" means this Loan Agreement, the Note, the Deeds of Trust,
the Assignment of Management Agreement, the Guaranty, the Pledge Agreement, the
Environmental Indemnity, the Financing Statements, the Cash Management
Agreement, and any and all other documents and agreements from any of the
Borrowers, Guarantor or Manager and accepted by Lender for the purposes of
evidencing and/or securing the Loan.

     "LOCK BOX ACCOUNT" and "LOCK BOX ACCOUNT BANK" has the meaning set forth in
Section 7.1.

     "LOSS PROCEEDS" means, collectively, all Insurance Proceeds and all
Condemnation Proceeds.

     "LOSS PROCEEDS RESERVE SUB-ACCOUNT" has the meaning set forth in the Cash
Management Agreement.

     "MAINTENANCE CAPITAL EXPENDITURES" means Capital Expenditures made for the
purpose of maintaining the Properties or complying with applicable laws,
regulations,



ordinances, statutes, codes, or rules applicable to the Properties, but shall
exclude discretionary expenditures made to acquire fee or easement interests
with respect to any Ground Leased Property and non-recurring expenditures made
to enhance the Operating Revenues of a Property.

     "MANAGED PROPERTIES" means the Pre-Lease Sites (prior to a Conversion) and
the Properties identified as "MANAGED PROPERTIES" on EXHIBIT A; provided that,
(i) following termination of a Site Management Agreement pursuant to Section
5.9, "MANAGED PROPERTIES" shall mean each of the Properties that remain subject
to a Site Management Agreement, (ii) following an Additional Pledged Property
Substitution with respect to a Property that will be subject to a Site
Management Agreement, "MANAGED PROPERTIES" shall include the Replacement
Additional Pledged Property and shall exclude the Substituted Additional Pledged
Property, and (iii) following an Acquisition, "MANAGED PROPERTIES" shall include
all Acquisition Properties subject to a Site Management Agreement.

     "MANAGEMENT AGREEMENT" means the Management Agreement between each Borrower
and Manager described therein dated as of the date hereof, and any management
agreement which may hereafter be entered into in accordance with the terms and
conditions hereof, pursuant to which any subsequent Manager may hereafter manage
one or more of the Properties.

     "MANAGEMENT FEE" means the fees earned by the Manager pursuant to the terms
of the Management Agreement.

     "MANAGER" means the manager described in the Management Agreement or an
Acceptable Manager as may hereafter be charged with management of one or more of
the Properties in accordance with the terms and conditions hereof.

     "MASTER LEASE AGREEMENT" has the meaning set forth in Section 5.25.

     "MASTER LEASE SITES" has the meaning set forth in the Master Lease
Agreement.

     "MASTER LESSOR" means the applicable Sprint entity party to a Master Lease
Agreement, in its capacity as the landlord thereunder.

     "MATERIAL ADVERSE EFFECT" means, as determined by Lender in its reasonable
discretion, after giving effect to the Sprint Acquisition, (A) a material
adverse effect (which may include economic or political events) upon the
business, operations, or condition (financial or otherwise) of the Borrowers and
Guarantor (taken as a whole), or (B) the material impairment of the ability of
any of the Borrowers and Guarantor (taken as a whole) to perform their
obligations under the Loan Documents (taken as a whole), or (C) the material
impairment of the ability of Lender to enforce or collect the Obligations as
such Obligations become due, or (D) a material adverse effect on the use, value
or operation of the Properties as Collateral for the Loan, provided, however
that if five percent (5%) or more of the Operating Revenues derived from the
Properties (after giving effect to the Sprint Acquisition) taken as a whole are
materially and adversely affected, then a Material Adverse Effect shall be
deemed to exist. In determining whether any individual event would result in a
Material Adverse Effect, notwithstanding that such event does not of itself have
such effect, a Material Adverse Effect shall be deemed to have occurred if the
cumulative effect of such event and all other then occurring events and existing
conditions would result in a Material Adverse Effect.



     "MATERIAL AGREEMENT" means the Site Management Agreements, the Sprint
Acquisition Documents and any contract or agreement, or series of related
agreements, by any Borrower or Borrowers relating to the ownership, management,
development, use, operation, leasing, maintenance, repair or improvement of the
Properties under which there is an obligation of the Borrowers, in the
aggregate, to pay, or under which any of the Borrowers receives in compensation,
more than $250,000 per annum, excluding (i) the Management Agreement, and (ii)
any agreement which is terminable by the Borrowers on not more than sixty (60)
days' prior written notice without any fee or penalty.

     "MATERIAL LEASE" means any Lease, or series of related Leases, by any
Borrower or Borrowers of space at one or more of the Properties which (i)(a)
provides for annual rent or other payments in an amount equal to or greater than
$250,000, and (b) may not be cancelled by the applicable Borrower on thirty (30)
days' notice without payment of a termination fee, penalty or other cancellation
fee, (ii) obligates the Borrowers to make any improvements to the Properties
either directly or through cash allowances (including, without limitation, free
rent, tenant improvement allowances, or landlord's construction work) to the
applicable tenant in excess of $100,000, or (iii) is a ground lease where any of
the Borrowers is the landlord under such ground lease.

     "MATURITY DATE" means the Payment Date occurring in [___________], or such
other date on which the final payment of principal of the Note becomes due and
payable as herein provided, whether at such stated maturity date, by
acceleration, or otherwise.

     "MAXIMUM RATE" has the meaning set forth in Section 2.2.

     "MEMBER" means, individually or collectively, those parties identified on
SCHEDULE 4.1(C) as "Members", and any other entity which is now or hereafter
becomes the managing member of any of the Borrowers under such Borrower's
limited liability company operating agreement (other than the sole member of any
single member limited liability company).

     "MINIMUM DSCR" means ____________________.

     "MOODY'S" means Moody's Investors Service, Inc.

     "MORTGAGED PROPERTIES" and "MORTGAGED PROPERTY" means, collectively, or
individually, the properties (including land and Improvements, and all
leaseholds and easements) and all related facilities, owned by the Borrowers and
which shall be encumbered by and will be more particularly described in the
respective Deeds of Trust; provided that, (i) following a Release, "MORTGAGED
PROPERTIES" shall mean each of the Mortgaged Properties that remain encumbered
by the Deeds of Trust as Collateral for the Loan, (ii) following a Substitution,
"MORTGAGED PROPERTIES" shall include the Replacement Property and shall exclude
the Substituted Property, (iii) with respect to, or following, an Acquisition,
"MORTGAGED PROPERTIES" shall include all Acquisition Properties required to be
encumbered by a Deed of Trust pursuant to Section 6.5, (iv) with respect to, or
following, a Conversion, "MORTGAGED PROPERTIES" shall include all Master Lease
Sites required to be encumbered by a Deed of Trust pursuant to Section 5.25, and



(v) following delivery of the required Deed of Trust, "MORTGAGED PROPERTY" shall
include the applicable Property encumbered by the related Deed of Trust.

     "MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined in Section
3(37) or Section 4001(a)(3) of ERISA to which any of the Borrowers or any
Affiliate is making, or is accruing an obligation to make, contributions or has
made, or been obligated to make, contributions within the preceding six (6)
years, or for which any of the Borrowers or any Affiliate has any liability,
including contingent liability.

     "NET TOWER CASH FLOW" at any time, an amount equal to (i) the aggregate
annualized amount of the rent then payable by all lessees under Leases with
respect to Towers, or, in the case of Towers that are Managed Properties, the
revenue then due to the Borrowers or any of their Subsidiaries under the Site
Management Agreement for such Towers (net of any payments required to be
remitted by the Borrowers or their Subsidiaries to the owner or lessor of such
Towers), less (ii) the sum of (a) the aggregate annualized current insurance
expense, real estate and property taxes, ground lease payments (if any) and
amounts payable to a third party owner under any Site Management Agreement (if
applicable) with respect to the Towers; (b) the aggregate trailing twelve
(12)-month Maintenance Capital Expenditures and other expenses in respect of the
Towers for direct maintenance expenses, utilities, licensing and permitting
(provided, that in no event shall any item referred to in clauses (a) and (b) of
this definition (including Maintenance Capital Expenditures and utilities paid
by Sprint treated as a reduction in the purchase price under the Sprint
Acquisition) be deducted in respect of any Tower the maintenance of which is the
obligation of a Person other than the Borrowers or one or more of their
Subsidiaries); and (c) a management fee equal to the greater of (x) $9,600,000
per annum, and (y) five percent (5%) of the aggregate annualized amount of the
rent then payable by all lessees under Leases. For purposes of clause (ii)(a) of
this definition, the amount of "current" expenses, taxes and other payments
shall be determined, for the first month after the Acquisition of any Tower (i)
with respect to the Towers acquired pursuant to the Sprint Acquisition, the
amount set forth in EXHIBIT A under the heading "insurance, taxes and
ground/lease payments", and (ii) with respect to any other Towers acquired by
the Borrowers or their subsidiaries, in accordance with the methodology set
forth in EXHIBIT J and, at any time thereafter, based on the actual amount of
such expenses, taxes and other payments. For purposes of clause (b) of this
definition, the calculation of the aggregate trailing twelve (12)-month
Maintenance Capital Expenditures and other expenses with respect to any Tower
(in each case after giving effect to the proviso thereto) shall be based on (i)
at the time of the Acquisition of such Tower and for one month thereafter, (A)
with respect to Maintenance Capital Expenditures and direct maintenance
expenses, the higher of (x) the sum of the actual annual budgeted Maintenance
Capital Expenditures and the annual budgeted direct maintenance expenses for
such Tower, and (y) $700, and (B) with respect to all other expenses, the
information obtained from the seller of such Tower pursuant to the
pre-acquisition due diligence process of the Borrowers to the extent the
Borrowers are required to pay such costs following the Sprint Acquisition, and
(ii) at any time after the first month until the first anniversary of the
Acquisition of such Tower, the actual amount of such Maintenance Capital
Expenditures and other expenses (excluding utilities expenses to the extent they
are paid for by Sprint), annualized based on the number of months that have
passed since the date of such Acquisition.



     "NON-CONTRIBUTABLE SITE" has the meaning set forth in the Sprint
Contribution Agreement.

     "NON-CONTRIBUTABLE SITE CONVERSION" means the conversion of a
Non-Contributable Site to a Pre-Lease Site or a Master Lease Site in accordance
with the terms of the Sprint Contribution Agreement.

     "NOTE" has the meaning set forth in Section 2.1.

     "NOTICE OF CONVERSION" has the meaning set forth in Section 5.25.

     "NOTICE OF DRAW" has the meaning set forth in Section 6.5.

     "OBLIGATIONS" means the Loan and all obligations, liabilities and
indebtedness of every nature to be paid or performed by the Borrowers under the
Loan Documents, including the Principal Amount of the Loan, interest accrued
thereon and all fees, costs and expenses, and other sums now or hereafter owing,
due or payable and whether before or after the filing of a proceeding under the
Bankruptcy Code by or against any of the Borrowers, and the performance of all
other terms, conditions and covenants under the Loan Documents.

     "OFFICER'S CERTIFICATE" means a certificate delivered to Lender by the
Borrowers which is signed on behalf of the Borrowers by an authorized officer of
the Borrowers which states that the items set forth in such certificate are
true, accurate and complete in all material respects.

     "OPERATING BUDGET" means, for any period, the Borrowers' budget setting
forth the Borrowers' best estimate, after due consideration, of all operating
expenses and any other expenses for the Properties for such period, as same may
be amended pursuant to Section 5.1(D) hereof.

     "OPERATING REVENUES" means, without duplication, all revenues of the
Borrowers from operation of the Properties or otherwise arising in respect of
the Properties which are properly allocable to the Properties for the applicable
period in accordance with GAAP, including, without limitation, all revenues from
the leasing, subleasing, licensing, concessions or other grant of the right of
the possession, use or occupancy of all or any portion of the Properties or
personalty located thereon, or rendering of service by any of the Borrowers,
proceeds from rental or business interruption insurance relating to business
interruption or loss of income for the period in question and any other items of
revenue which would be included in operating revenues under GAAP; but excluding
the impact on revenues of accounting for leases with fixed escalators as
required by SFAS No. 13, proceeds from abatements, reductions or refunds of real
estate or personal property taxes relating to the Properties, dividends on
insurance policies relating to the Properties, condemnation proceeds arising
from a temporary taking of all or a part of any Properties, security and other
deposits until they are forfeited by the depositor, advance rentals until they
are earned, proceeds from a sale, financing or other disposition of the
Properties or any part thereof or interest therein and other non-recurring
revenues as determined by Lender, insurance proceeds (other than proceeds from
rental or business interruption insurance), other condemnation proceeds, capital
contributions or loans to any of the Borrowers and disbursements to any of the
Borrowers from the Reserves.



     "OTHER COMPANY COLLATERAL" has the meaning set forth in Section 10.1.

     "OWNED PROPERTY" and "OWNED PROPERTIES" means, collectively or individually
all real estate owned, or following an Acquisition, to be owned, in fee by the
Borrowers, together with any fixtures and appurtenances thereon.

     "OWNERSHIP INTERESTS" has the meaning set forth in Section 9.1.

     "PARENT GUARANTY" means the Parent Guaranty of even date herewith, from
Guarantor to Lender, as same may amended or modified from time to time.

     "PAYMENT DATE" means each day that is four (4) Business Days prior to any
Distribution Date.

     "PERMITTED ENCUMBRANCES" means, collectively, (i) the Deeds of Trust and
the other Liens of the Loan Documents in favor of Lender, (ii) the items shown
in Schedule B to the Title Policies as of the date such Property is encumbered
by a Deed of Trust, (iii) Liens for Impositions not yet due and payable or Liens
arising after the date hereof which are being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted in
accordance with Section 5.3(B) hereof; (iv) in the case of Liens arising after
the date hereof, statutory Liens of carriers, warehousemen, mechanics,
materialmen and other similar Liens arising by operation of law, which are
incurred in the ordinary course of business and discharged by the Borrowers by
payment, bonding or otherwise within forty-five (45) days after the filing
thereof or which are being contested in good faith in accordance with Section
5.3(B) hereof; (v) Liens arising from reasonable and customary purchase money
financing of personal property and equipment leasing to the extent the same are
created in the ordinary course of business in accordance with Section 5.15(B)
hereof; and (vi) all easements, rights-of-way, restrictions and other similar
charges or non-monetary encumbrances against real property which do not have a
Material Adverse Effect.

     "PERMITTED INDEBTEDNESS" has the meaning set forth in Section 5.15.

     "PERMITTED INVESTMENTS" has the meaning set forth in the Cash Management
Agreement.

     "PERMITTED OWNERSHIP INTEREST TRANSFERS" has the meaning set forth in
Section 11.2.

     "PERSON" means and includes natural persons, corporations, limited
liability companies, limited partnerships, general partnerships, joint stock
companies, joint ventures, associations, companies, trusts, banks, trust
companies, land trusts, business trusts or other organizations, whether or not
legal entities, and governments and agencies and political subdivisions thereof
and their respective permitted successors and assigns (or in the case of a
governmental Person, the successor functional equivalent of such Person).

     "PLEDGE AGREEMENT" means, collectively, that certain Pledge and Security
Agreement delivered by Guarantor and that certain Pledge and Security Agreement
delivered by Acquisitions I, each dated as of the date hereof and given for the
benefit of Lender.



     "PRE-EXISTING CONDITION" has the meaning set forth in Section 5.5.

     "PRE-LEASE SITES" has the meaning set forth in the Sprint Contribution
Agreement.

     "PRIME GROUND LEASES" means the ground leases described on Schedule 4.25
attached hereto; provided that "PRIME GROUND LEASES" shall not refer to any
Master Lease Agreement.

     "PRINCIPAL AMOUNT" means, with respect to the Loan, the principal amount of
all Components of the Loan, and with respect to any Component, the principal
amount of such Component, in each case as such amount may be reduced from time
to time pursuant to the terms of this Loan Agreement, the Note or the other Loan
Documents.

     "PROPERTIES" means, collectively, the Mortgaged Properties and the
Additional Pledged Properties.

     "QUALIFYING ACQUISITION PROPERTY" means each of the Acquisition Properties
which are capable of being encumbered by a Deed of Trust; provided however, if
the representations and warranties set forth in Sections 4.6, 4.25(A)(i) - (vi)
and (viii) - (xi), 4.26, and 4.28 with respect to all Acquisition Properties
(including Acquisition Properties included within a prior Acquisition) are not
true in all material respects with respect to more than ten percent (10%) of the
Acquisition Properties (calculated based upon the number of Acquisition
Properties to be acquired in such Acquisition), the Acquisition Properties
included in such Acquisition which exceed the ten percent (10%) threshold shall
be excluded as Qualifying Properties unless the Borrowers deliver a Rating
Confirmation in connection with such proposed Acquisition; provided that any
Acquisition Property previously excluded as a Qualifying Acquisition Property
will be included as a Qualifying Acquisition Property if the representations and
warranties which precluded such Acquisition Property being included as a
Qualifying Acquisition Property are, at the time of determination, true in all
material respects, or the required Rating Confirmation has been obtained.

     "QUARTERLY ADVANCE RENTS RESERVE DEPOSIT" has the meaning set forth in the
Cash Management Agreement.

     "RATING AGENCY" means Moody's and Fitch.

     "RATING CONFIRMATION" means, with respect to the transaction or matter in
question, each applicable Rating Agency shall have confirmed in writing that
such transaction or matter shall not result in a downgrade, qualification, or
withdrawal of the then current rating for any certificate or other securities
issued in connection with a Securitization (or the placing of such certificate
or other security on negative credit watch or ratings outlook in contemplation
of any such action with respect thereto).

     "RATING CRITERIA" with respect to any Person, means that (i) the short-term
unsecured debt obligations of such Person are rated at least "A-1" by S&P, "P-1"
by Moody's and "F-1" by Fitch, if deposits are held by such Person for a period
of less than one month, or (ii) the long-term unsecured debt obligations of such
Person are rated at least "AA-" by S&P (or "A" if the short-term unsecured debt
obligations of such Person are rated at least "A-1"), "Aa2" by



Moody's and "A" by Fitch, if deposits are held by such Person for a period of
one month or more.

     "RECEIPTS" means all revenues, receipts and other payments to the Borrowers
of every kind arising from ownership, operation or management of the Properties,
including without limitation, all warrants, stock options, or equity interests
in any tenant, licensee or other Person occupying space at, or providing
services related to or for the benefit of, the Properties received by the
Borrowers or any Related Person of the Borrowers in lieu of rent or other
payment, but excluding, (i) any amounts received by the Borrowers and required
to be paid to any Person that is not a Related Person as management fees,
brokerage fees, fees payable to the owner of a Managed Property or similar fees
or reimbursements, (ii) any other amounts received by the Borrowers or any
Related Person that constitute the property of a Person other than a Borrower
(including, without limitation, all revenues, receipts and other payments
arising from the ownership, operation or management of properties by Affiliates
of the Borrower), and (iii) security deposits received under a Lease, unless and
until such security deposits are applied to the payment of amounts due under
such Lease.

     "RELATED PERSON" means any Person in which any of the Borrowers or the
Guarantor holds greater than a ten percent (10%) equity interest.

     "RELEASE" has the meaning set forth in Section 11.4.

     "RELEASED PROPERTY" has the meaning set forth in Section 11.4.

     "RELEASE PRICE" means an amount equal to the greater of (x) one hundred
twenty-five percent (125%) of the Allocated Loan Amount of the applicable
Property and (y) such amount as shall be required to be paid such that the Debt
Service Coverage Ratio following the proposed Release is equal to or greater
than the Debt Service Coverage Ratio as in effect immediately prior to the
Release.

     "RENT ROLL" has the meaning set forth in Section 3.1.

     "RENTS" has the meaning set forth in the Deeds of Trust.

     "REPLACEMENT ADDITIONAL PLEDGED PROPERTY" and "REPLACEMENT ADDITIONAL
PLEDGED PROPERTIES" have the meanings set forth in Section 11.6.

     "REPLACEMENT PROPERTY" and "REPLACEMENT PROPERTIES" have the meanings set
forth in Section 11.5.

     "RESERVE SUB-ACCOUNTS" has the meaning set forth in Section 7.1.

     "RESERVES" means the reserves held by or on behalf of Lender pursuant to
this Loan Agreement or the other Loan Documents, including without limitation,
the reserves established pursuant to Article VI.

     "RESPONSIBLE OFFICER" means a chief executive officer, president or chief
financial officer (or other individual performing the functions of any of the
foregoing).



     "RESTORATION" has the meaning set forth in Section 5.5.

     "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

     "SCHEDULED DEFEASANCE PAYMENTS" means:

     (a) with respect to a defeasance of the Loan in whole, payments on or prior
to, but as close as possible to (i) each scheduled Payment Date, after the date
of defeasance and through and including the first Payment Date that is three (3)
months prior to the Maturity Date, in amounts equal to the scheduled payments
due on such dates under the Loan Documents and (ii) the first Payment Date that
is three (3) months prior to the Maturity Date, in an amount equal to the
Principal Amount of the Loan and accrued interest thereon; or

     (b) with respect to any defeasance of the Loan in part in connection with a
Release, payments on or prior to, but as close as possible to, (i) each Payment
Date after the date of defeasance through and including the first Payment Date
that is three (3) months prior to the Maturity Date, in amounts equal to a
proportionate share (based on the percentage of the outstanding Principal Amount
of the Loan prior to the defeasance represented by the Release Price) of the
monthly installments of principal and interest due on such dates under the Loan
Documents and (ii) the first Payment Date that is three (3) months prior to the
Maturity Date, in an amount equal to the Release Price and any accrued interest
thereon.

     "SEC" has the meaning set forth in Section 5.1.

     "SECURITIES" (whether or not capitalized) means any stock, shares, voting
trust certificates, bonds, debentures, options, warrants, notes, or other
evidences of indebtedness, secured or unsecured, convertible, subordinated or
otherwise, or in general any instruments commonly known as "securities" or any
certificates of interest, shares or participations in temporary or interim
certificates for the purchase or acquisition of, or any right to subscribe to,
purchase or acquire, any of the foregoing.

     "SECURITIZATION" means a rated offering of securities representing direct
or indirect interests in the Loan or the right to receive income therefrom.

     "SECURITIZATION OUTSIDE DATE" means December 1, 2005.

     "SECURITY AGREEMENT" has the meaning set forth in Section 11.3.

     "SERVICER" means a servicer selected by Lender from time to time in its
sole discretion to service the Loan.

     "SERVICING FEES" has the meaning set forth in Section 2.10.

     "SFAS" means Statement of Financial Accounting Standards 13 published by
the Financial Accounting Standards Board.



     "SITE MANAGEMENT AGREEMENTS" means those certain leases, management
agreements, or similar agreements pursuant to which the Borrowers are authorized
to sublease or otherwise broker space at the Managed Properties.

     "SNDA" has the meaning set forth in Section 5.10.

     "SPRINT" means Sprint Corporation and the Sprint subsidiaries party to the
Sprint Acquisition Documents.

     "SPRINT ACQUISITION" means the transactions contemplated by the Sprint
Acquisition Documents.

     "SPRINT ACQUISITION DOCUMENTS" means the Sprint Contribution Agreement and
the documents set forth on Exhibit B, as amended from time-to-time, and such
additional documents as are required to be executed and delivered pursuant to
the terms of such documents from time-to-time in connection with the Sprint
Acquisition, as same may be assigned or modified from time-to-time.

     "SPRINT CONTRIBUTION AGREEMENT" means that certain Agreement to Contribute
Lease and Sublease dated as of February 14, 2005 among Sprint Corporation, the
Sprint subsidiaries named therein and Global Signal Inc., as same may be
assigned or modified from time-to-time.

     "SUB-ACCOUNTS" has the meaning set forth in Section 7.1.

     "SUB-PRIME GROUND LESSOR" means the applicable Sprint entity party to a
Master Lease Agreement, in its capacity as the tenant under the applicable Prime
Ground Lease.

     "SUBSTITUTED ADDITIONAL PLEDGED PROPERTY" has the meaning set forth in
Section 11.6.

     "SUBSTITUTED PROPERTY" has the meaning set forth in Section 11.5.

     "SUBSTITUTION" has the meaning set forth in Section 11.5.

     "SUCCESSOR BORROWERS" has the meaning set forth in Section 11.3.

     "SUPPLEMENTAL FINANCIAL INFORMATION" means (i) commencing with the 2005
calendar year, a comparison of budgeted expenses and the actual expenses for the
prior calendar year or corresponding calendar quarter for such prior year, and
(ii) such other financial reports as the subject entity shall routinely and
regularly prepare as requested by Lender.

     "TAX LIABILITIES" has the meaning set forth in Section 2.8.

     "TITLE COMPANY" means any of Chicago Title Insurance Company, Fidelity
National Title Insurance Company, First American Title, Land America, Stewart
Title Insurance Company or such other title company reasonably acceptable to
Lender.



     "TITLE POLICIES" means the ALTA mortgagee policies (or marked, signed
commitments to issue such policies) of title insurance pertaining to the Deeds
of Trust on the Mortgaged Properties issued, or to be issued, by the Title
Company to Lender.

     "TOWER" and "TOWERS" means collectively, or individually, any wireless
communications towers owned, leased or managed (or to be owned, leased or
managed) by the Borrowers, including any rooftop or other sites owned, leased or
managed by the Borrowers, together with any real estate, fixtures and
appurtenances that accompany the towers, rooftops or other sites acquired in an
Acquisition.

     "TRANSFER" has the meaning set forth in Section 11.2.

     "TRUSTEE" means the trustee of the trust established to hold the Loan in
connection with the Securitization.

     "UCC" means the Uniform Commercial Code in effect in each State in which
any of the Collateral or Other Company Collateral may be located from time to
time.

     "UNDEFEASED NOTE" has the meaning set forth in Section 11.3.

     "UNSEASONED PROPERTY" means any Property that has been owned by the
Borrowers, or any of them, for less than twelve (12) full calendar months.

     "WAIVING PARTY" has the meaning set forth in Section 13.1.

     "YIELD" means the quotient (expressed as a percentage) of (x) Net Tower
Cash Flow for the existing Properties (excluding Acquisition Properties excluded
from the definition of Qualifying Acquisition Properties) and the applicable
Qualifying Acquisition Properties divided by (y) the sum of (i)
$[______________] plus (ii) that portion of the Cash Purchase Price of all
Acquisitions which have been and will be withdrawn from the Acquisition Reserve;
provided that, in calculating Yield, the Rents from non-telephony sources shall
be limited to twenty-five percent (25%) of the aggregate Rents utilized in
calculating Net Tower Cash Flow.

     "YIELD MAINTENANCE" has the meaning set forth in Section 2.6(B).

SECTION 1.2 ACCOUNTING TERMS.

     For purposes of this Loan Agreement, all accounting terms not otherwise
defined herein shall have the meanings assigned to such terms in conformity with
GAAP.

SECTION 1.3 OTHER DEFINITIONAL PROVISIONS.

     References to "ARTICLES", "SECTIONS", "SUBSECTIONS", "EXHIBITS" and
"SCHEDULES" shall be to Articles, Sections, Subsections, Exhibits and Schedules,
respectively, of this Loan Agreement unless otherwise specifically provided. Any
of the terms defined in Section 1.1 may, unless the context otherwise requires,
be used in the singular or the plural depending on the reference. In this Loan
Agreement, "HEREOF", "HEREIN", "HERETO", "HEREUNDER" and the like mean and refer
to this Loan Agreement as a whole and not merely to the specific article,
section,



subsection, paragraph or clause in which the respective word appears; words
importing any gender include the other genders; references to "WRITING" include
printing, typing, lithography and other means of reproducing words in a tangible
visible form; the words "INCLUDING", "INCLUDES" and "INCLUDE" shall be deemed to
be followed by the words "without limitation"; and any reference to any statute
or regulation may include any amendments of same and any successor statutes and
regulations. Further, (i) any reference to any agreement or other document may
include subsequent amendments, assignments, and other modifications thereto, and
(ii) any reference to any Person may include such Person's respective permitted
successors and assigns or, in the case of governmental Persons, Persons
succeeding to the relevant functions of such Persons.

                                   ARTICLE II
                                TERMS OF THE LOAN

SECTION 2.1 LOAN.

     (A) AMENDMENT AND RESTATEMENT; LOAN. The Existing Credit Agreements are
hereby amended and restated in their entirety in accordance with the terms of
this Loan Agreement. Subject to the terms and conditions of this Loan Agreement
and in reliance upon the representations and warranties of the Borrowers
contained herein, Lender and the Borrowers agree to combine the Existing
Indebtedness and the Increased Indebtedness so that together they shall
constitute one loan in the principal amount of $[_______________] (such loan and
the obligation of the Borrowers to repay the same together with all interest and
other amounts from time to time owing hereunder may be referred to as the
"LOAN") which Loan shall be comprised of one (1) or more Components.

     (B) NOTE. On the Closing Date, the Borrowers shall execute and deliver to
Lender a Amended and Restated Promissory Note, dated of even date herewith (as
amended, modified or restated, and any replacement or substitute notes therefor,
by means of multiple notes or otherwise, collectively, the "NOTE"), made by the
Borrowers to the order of Lender, in the principal amount of $____________
allocated to each of the Components as more fully described in the Note.

     (C) USE OF PROCEEDS. The proceeds of the Loan funded at Closing shall be
used to (i) refinance existing indebtedness; (ii) pay all recording fees and
taxes, title insurance premiums, the reasonable out-of-pocket costs and expenses
incurred by Lender, including reasonable legal fees and expenses of counsel to
Lender, and other costs and expenses approved by Lender (which approval will not
be unreasonably withheld) related to the Loan; (iii) establish the Reserves
required hereunder; and (iv) provide for general corporate purposes, including,
without limitation, payment of transaction costs and expenses incurred by the
Borrowers. The remaining proceeds of the Loan, if any, shall be disbursed to or
as otherwise directed by the Borrowers.



SECTION 2.2 INTEREST.

     (A) RATE OF INTEREST. The outstanding principal balance of each Component
of the Loan shall bear interest at a rate per annum equal to the lesser of (i)
the Component Rate for such Component and (ii) the Maximum Rate.

     (B) DEFAULT RATE. Notwithstanding the foregoing, upon the occurrence and
during the continuance of an Event of Default and in any event from and after
the Maturity Date of the Loan and until the Loan and all other Obligations are
satisfied in full, the outstanding principal balance of each Component of the
Loan and all other Obligations shall bear interest until paid in full at a rate
per annum that is five percent (5.0%) in excess of the then applicable Component
Rate for each Component otherwise applicable under this Loan Agreement and the
Note (the "DEFAULT RATE").

     (C) COMPUTATION OF INTEREST. Interest on the Loan and all other Obligations
owing to Lender shall be computed on the basis of a 360-day year consisting of
twelve (12) thirty (30) day months, and shall be charged for the actual number
of days elapsed during any partial month. Interest shall be payable in arrears
(except with respect to the number of days from the Payment Date in any Interest
Accrual Period to the last day of such Interest Accrual Period as to which
interest shall be payable in advance, if any).

     (D) INTEREST LAWS. Notwithstanding any provision to the contrary contained
in this Loan Agreement or the other Loan Documents, the Borrowers shall not be
required to pay, and Lender shall not be permitted to collect, any amount of
interest in excess of the maximum amount of interest permitted by law ("EXCESS
INTEREST"). If any Excess Interest is provided for or determined by a court of
competent jurisdiction to have been provided for in this Loan Agreement or in
any of the other Loan Documents, then in such event: (1) the provisions of this
subsection shall govern and control; (2) the Borrowers shall not be obligated to
pay any Excess Interest; (3) any Excess Interest that Lender may have received
hereunder shall be, at Lender's option, (a) applied as a credit against either
or both of the outstanding principal balance of the Loan or accrued and unpaid
interest thereunder (not to exceed the maximum amount permitted by law), (b)
refunded to the payor thereof, or (c) any combination of the foregoing; (4) the
interest rate(s) provided for herein shall be automatically reduced to the
maximum lawful rate allowed from time to time under applicable law (the "MAXIMUM
RATE"), and this Loan Agreement and the other Loan Documents shall be deemed to
have been and shall be, reformed and modified to reflect such reduction; and (5)
the Borrowers shall not have any action against Lender for any damages arising
out of the payment or collection of any Excess Interest. Notwithstanding the
foregoing, if for any period of time interest on any Obligation is calculated at
the Maximum Rate rather than the applicable rate under this Loan Agreement, and
thereafter such applicable rate becomes less than the Maximum Rate, the rate of
interest payable on such Obligations shall, to the extent permitted by law,
remain at the Maximum Rate until Lender shall have received or accrued the
amount of interest which Lender would have received or accrued during such
period on Obligations had the rate of interest not been limited to the Maximum
Rate during such period. If the Default Rate shall be finally determined to be
unlawful, then the Component Rate with respect to each Component shall be
applicable during any time when the Default Rate would have been applicable
hereunder, provided however that if the Maximum



Rate is greater or lesser than the Component Rate with respect to any Component,
then the foregoing provisions of this paragraph shall apply.

     (E) LATE CHARGES. If an Event of Default regarding non-payment of
principal, interest or other sums due hereunder or under any of the other Loan
Documents shall occur, then the Borrowers shall pay to Lender, in addition to
all sums otherwise due and payable, a late fee in an amount equal to five
percent (5.0%) of such principal, interest or other sums due hereunder or under
any other Loan Document, such late charge to be immediately due and payable
without demand by Lender.

SECTION 2.3 ADDITIONAL BORROWERS. Subject to the provisions of Section 6.5
hereof, on or before the expiration of the Acquisition Period, the Borrowers
shall, in connection with an Acquisition, cause any Person acquired in
connection with an Acquisition to assume and become jointly and severally
obligated under the Note and the Loan Documents for repayment of the Loan,
including causing any Acquisition Properties owned by such Person to be added as
Collateral for repayment of the Loan. Upon such assumption, (i) SCHEDULE 1 shall
be amended to include such additional Persons as are designated to become
"BORROWERS" hereunder; (ii) all references to the Borrowers hereunder shall
include all of the Borrowers identified on such amended SCHEDULE 1; and (iii)
each additional designated Affiliate shall execute an assumption and joinder
agreement in the form of EXHIBIT G.

SECTION 2.4 PAYMENTS.

     (A) PAYMENTS OF INTEREST; APPLICATION OF PAYMENTS. On each Payment Date
commencing with the Payment Date in [______________] 2005, and on each Payment
Date thereafter through and including the Maturity Date, the Borrowers shall
make a payment of interest at the applicable Component Rate on each Component
for the Interest Accrual Period immediately preceding each such Payment Date
(together with any late charges, Servicing Fees and other expenses then due and
owing under the Loan Documents). Except during the continuance of an Event of
Default, all payments from whatever source (including prepayment of the Loan)
shall be applied first to pay late charges, the charges and expenses of Lender,
and any Servicing Fees as provided hereunder, second to currently accruing
interest at the applicable Component Rate on each Component, and third, to the
Principal Amount of the most senior Component (i.e. the Component with the
earliest alphabetical designation) until the Principal Amount of such Component
has been reduced to zero, and then sequentially to each Component with the next
earliest alphabetical designation in that order until the Principal Amount of
each such Component is repaid in full.

     (B) DATE AND TIME OF PAYMENT. Two (2) Business Days prior to the applicable
Payment Date, Lender shall provide a statement of principal and interest
required to be paid on such Payment Date. The Borrowers shall receive credit for
payments on the Loan which are transferred to the account of Lender as provided
below (i) on the day that such funds are received by Lender if such receipt
occurs by 2:00 p.m. (New York time) on such day, or (ii) on the next succeeding
Business Day after such funds are received by Lender if such receipt occurs
after 2:00 p.m. (New York time). Whenever any payment to be made hereunder shall
be stated to be due on a day that is not a Business Day, the payment may be made
on the next succeeding Business Day.



     (C) MANNER OF PAYMENT; APPLICATION OF PAYMENTS. The Borrowers promise to
pay all of the Obligations relating to the Loan as such amounts become due or
are declared due pursuant to the terms of this Loan Agreement. All payments by
the Borrowers on the Loan shall be made without deduction, defense, set off or
counterclaim and in immediately available funds delivered to Lender by wire
transfer to such accounts at such banks as Lender may from time to time
designate. Prior to an Event of Default, each payment shall be applied in
accordance with Section 2.4(A) hereof and, to the extent sufficient funds are
contained in the Lock Box Account, or an Account or Sub-Account thereof, to make
the required monthly payments to the applicable Reserves and Sub-Accounts on
such Payment Date, the Borrowers shall be deemed to have satisfied its
obligation to make such payments. Upon the occurrence and during the continuance
of an Event of Default, payments shall be applied to the Obligations in such
order as Lender shall determine in its sole and absolute discretion.

SECTION 2.5 MATURITY.

     (A) MATURITY DATE. To the extent not sooner due and payable in accordance
with the Loan Documents, the then outstanding principal balance of the Loan, all
accrued and unpaid interest thereon (and including interest through the end of
the Interest Accrual Period then in effect), and all other sums then owing to
Lender hereunder and under the Note, the Deeds of Trust and the other Loan
Documents, shall be due and payable on the Maturity Date.

SECTION 2.6 PREPAYMENT.

     (A) LIMITATION ON PREPAYMENT. The Borrowers shall have no right to prepay
the Loan in whole or in part, except as expressly set forth in this Loan
Agreement. (i) From and after the second (2nd) anniversary of the Closing Date,
the Borrowers may prepay the Loan in whole, or in part, at any time, and (ii) if
a partial prepayment is required to be made to cure a Default under Sections
8.1(E), 8.1(O) or 8.1(P), the Borrowers may prepay the Loan in part, at any
time, provided that (x) the Borrowers shall provide to Lender not less than
fifteen (15) days' prior written notice of such prepayment, (y) together with
such prepayment the Borrowers also shall pay all accrued and unpaid interest and
all other Obligations then due and owing, and (z) if such prepayment occurs on
any day other than a Payment Date, then together therewith the Borrowers also
shall pay to Lender the amount of interest that would have accrued on the amount
being prepaid from and including the date of such prepayment to the end of such
Interest Accrual Period. Subject to the provisions of Section 2.4(C), all
prepayments made under this Loan Agreement shall be applied in accordance with
Section 2.4(A).

     (B) YIELD MAINTENANCE DUE. If any prepayment of all or any portion of the
Loan shall occur (including on account of acceleration of the Loan (whether or
not due to an Event of Default) or otherwise), then except only as expressly
provided in this Loan Agreement or the other Loan Documents to the contrary, the
Borrowers shall pay the Yield Maintenance on the amount prepaid to Lender
together with such prepayment, as liquidated damages (which shall be the sole
and exclusive remedy of Lender in connection with such prepayment) and
compensation for costs incurred, and in addition to all other amounts due and
owing to Lender. Notwithstanding the foregoing, no Yield Maintenance will be due
as to a prepayment of the Loan on any Payment Date that occurs during the three
(3) month period immediately preceding the Maturity Date (provided the amount of
interest that would have accrued on the amount being



prepaid from and including the date of such prepayment through the following
Payment Date shall be payable with such prepayment). The foregoing designation
of any amount of Yield Maintenance in this Agreement shall not create a right to
prepay at any time or in any circumstances where this Loan Agreement does not
expressly state that such a right exists. "YIELD MAINTENANCE" means the excess,
if any, of (x) the present value on the date of prepayment (by acceleration or
otherwise) of all future installments of principal and interest that the
Borrowers would otherwise be required to pay on that portion of the applicable
Component prepaid from the date of such prepayment to and including the first
Payment Date that is three (3) months prior to the Maturity Date absent such
prepayment, assuming the entire unpaid Principal Amount of such Component is
required to be paid on such Payment Date, with such present value being
determined by the use of a discount rate equal to the sum of (a) the yield to
maturity (adjusted to a "mortgage equivalent basis" pursuant to the standards
and practices of the Securities Industry Association), on the date of such
prepayment of the United States Treasury Security having the term to maturity
closest to the first Payment Date that is three (3) months prior to the Maturity
Date, plus (b) .50% over (y) that portion of the applicable Component prepaid on
the date of such prepayment.

SECTION 2.7 OUTSTANDING BALANCE. The balance on Lender's books and records shall
be presumptive evidence (absent manifest error) of the amounts owing to Lender
by the Borrowers; provided that any failure to record any transaction affecting
such balance or any error in so recording shall not limit or otherwise affect
the Borrowers' obligation to pay the Obligations.

SECTION 2.8 TAXES. Any and all payments or reimbursements made hereunder or
under the Note shall be made free and clear of and without deduction for any and
all taxes, withholding taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto arising out of or in
connection with the transactions contemplated by the Loan Documents (all such
taxes, levies, imposts, deductions, charges or withholdings and all liabilities
with respect thereto (excluding taxes imposed on net income in accordance with
the following sentence) herein "TAX LIABILITIES"). Notwithstanding the
foregoing, the Borrowers shall not be liable for taxes imposed on the net income
of Lender by the jurisdiction under the laws of which Lender is organized or
doing business or any political subdivision thereof and taxes imposed on its net
income by the jurisdiction of Lender's applicable lending office or any
political subdivision thereof. If the Borrowers shall be required by law to
deduct any such Tax Liabilities (or amounts in estimation or reimbursement for
the same) from or in respect of any sum payable hereunder to Lender, then the
sum payable hereunder shall be increased as may be necessary so that, after
making all required deductions, Lender receives an amount equal to the sum it
would have received had no such deductions been made.

SECTION 2.9 REASONABLENESS OF CHARGES. The Borrower Parties agree that (i) the
actual costs and damages that Lender would suffer by reason of an Event of
Default (exclusive of the attorneys' fees and other costs incurred in connection
with enforcement of Lender's rights under the Loan Documents) or a prepayment
would be difficult and needlessly expensive to calculate and establish, and (ii)
the amounts of the Default Rate, the late charges, and the Yield Maintenance are
reasonable, taking into consideration the circumstances known to the parties at
this time, and (iii) such Default Rate, late charges, Yield Maintenance, and
Lender's reasonable attorneys' fees and other costs and expenses incurred in
connection with enforcement of Lender's rights under the Loan Documents shall be
due and payable as provided herein, and



(iv) such interest at the Default Rate, late charges, Yield Maintenance, and the
obligation to pay Lender's reasonable attorneys' fees and other enforcement
costs do not, individually or collectively, constitute a penalty.

SECTION 2.10 SERVICING/SPECIAL SERVICING. Lender may change the Servicer from
time to time without the consent of the Borrowers, on prior written notice to
the Borrowers. The Borrowers expressly acknowledge and agree that the Servicer's
fees and Trustee's fees (to the extent not included in the Component Rate), and
if the Loan becomes a specially serviced loan, any additional fees of the
Servicer payable in connection therewith, and such additional trust fund
expenses and fees, including any Rating Agency fees, as shall be incurred in
connection with the Securitization (collectively, the "SERVICING FEE") shall be
payable by the Borrowers and shall constitute a portion of the Obligations;
provided, however, that at no time shall the Borrowers be liable for Servicing
Fees in excess of those fees charged to Lender. Lender shall provide a
reasonably detailed statement of Servicing Fees for which the Borrowers are
liable two (2) Business Days prior to the date when due; provided that failure
to timely provide such statement shall not relieve the Borrowers from the
obligation to pay all such Servicing Fees.

                                  ARTICLE III
                               CONDITIONS TO LOAN

SECTION 3.1 CONDITIONS TO FUNDING OF THE LOAN ON THE CLOSING DATE. The
obligations of Lender to fund the Loan are subject to the prior or concurrent
satisfaction or waiver of the conditions set forth below, and to satisfaction of
any other conditions specified herein or elsewhere in the Loan Documents. Where
in this Section any documents, instruments or information are to be delivered to
Lender, then the condition shall not be satisfied unless (i) the same shall be
in form and substance reasonably satisfactory to Lender, and (ii) if so required
by Lender, the Borrowers shall deliver to Lender a certificate duly executed by
the Borrowers stating that the applicable document, instrument or information is
true and complete and does not omit to state any information without which the
same might reasonably be deemed materially misleading.

     (A) LOAN DOCUMENTS. On or before the Closing Date, the Borrowers shall
execute and deliver and cause to be executed and delivered to Lender all of the
Loan Documents together with such other documents as may be reasonably required
by Lender, each, unless otherwise noted, of even date herewith, duly executed,
in form and substance satisfactory to Lender and in quantities designated by
Lender (except for the Note, of which only one shall be signed), which Loan
Documents shall become effective upon the Closing.

     (B) DEPOSITS. The deposits required herein, including without limitation,
the initial deposits into the Reserves and Accounts, shall have been made (and
at the Borrowers' option, the same may be made from the proceeds of the Loan).

     (C) PERFORMANCE OF AGREEMENTS, TRUTH OF REPRESENTATIONS AND WARRANTIES.
Each Borrower Party and all other Persons executing any agreement on behalf of
any Borrower Party shall have performed in all material respects all agreements
which this Loan Agreement provides shall be performed on or before the Closing
Date. The representations and warranties



contained herein and in the other Loan Documents shall be true, correct and
complete in all material respects on and as of the Closing Date.

     (D) CLOSING CERTIFICATE. On or before the Closing Date, Lender shall have
received certificates of even date herewith executed on behalf of each Borrower
by the chief financial officer (or similar officer of the Borrowers) stating
that: (i) on such date, to the Borrowers' Knowledge no Default exists; (ii) no
material adverse change in the financial condition or operations of the business
of the Borrowers or the projected cash flow of the Borrowers or the Properties
has occurred since the delivery to Lender of any financial statements, budgets,
proformas, or similar materials (or if there has been any change, specifying
such change in detail), and that, to the Borrowers' Knowledge after due inquiry,
such financial materials fairly present the financial condition and results of
operations of the Borrowers, and all other materials delivered to Lender are
complete and accurate in all material respects; (iii) the representations and
warranties set forth in this Loan Agreement are true and correct in all material
respects on and as of such date with the same effect as though made on and as of
such date (or if any such representations or warranties require qualification,
specifying such qualification in detail); and (iv) to the Borrowers' Knowledge,
there are no material facts or conditions concerning the Properties or any
Borrower Party that have not been disclosed to Lender which could have a
Material Adverse Effect.

     (E) OPINIONS OF COUNSEL. On or before the Closing Date, Lender shall have
received from legal counsel for the Borrowers reasonably satisfactory to Lender,
written legal opinions, each in form and substance reasonably acceptable to
Lender, as to such matters as Lender shall request, including opinions to the
effect that (i) each of the Borrower Parties is validly existing and in good
standing in its state of organization, (ii) this Loan Agreement and the Loan
Documents have been duly authorized, executed and delivered and are enforceable
in accordance with their terms subject to customary qualifications for
bankruptcy, general equitable principles, and other customary assumptions and
qualifications; (iii) the Deposit Account Agreement and Cash Management
Agreement have been duly authorized, executed and delivered by Borrower and
Manager and are enforceable in accordance with their terms and the security
interests in favor of Lender in the Account Collateral have been validly created
and perfected; and (iv) none of the Borrowers, the Manager or the Guarantor
would be consolidated in any bankruptcy proceeding affecting GSI. Also on or
before the Closing Date, Lender shall have received the following legal
opinions, each in form and substance reasonably acceptable to Lender: (a) an
opinion of the Borrowers' local counsel in each state in which Mortgaged
Properties generating five percent (5%) or more of the Operating Revenues from
the Mortgaged Properties (taken as a whole) are located as to the enforceability
of, and the creation and perfection of Liens under, the Deeds of Trust in such
states and such other matters as Lender may reasonably request; (b) opinions of
Richards, Layton & Finger or other Delaware legal counsel, reasonably acceptable
to Lender, for each of the Borrowers that are single member Delaware limited
liability companies, for the Guarantor and Manager that, among other matters,
(1) under Delaware law (x) the prior unanimous written consent of its board of
directors (including the Independent Directors) would be required for a
voluntary bankruptcy filing by such Borrower, the Guarantor or Manager, (x) such
unanimous consent requirements are enforceable against such Borrower, Guarantor
and Manager in accordance with their terms; (2) under Delaware law the
bankruptcy or dissolution of its member would not cause the dissolution of such
Borrower, the Guarantor or Manager; (3) under Delaware law, creditors of its
member shall have no legal



or equitable remedies with respect to the assets of such Borrower, the Guarantor
or Manager; and (4) a federal bankruptcy court would hold that Delaware law
governs the determination of what Persons have authority to file a voluntary
bankruptcy petition on behalf of such Borrower, the Guarantor and Manager; and
(c) such other legal opinions as Lender may reasonably request.

     (F) TITLE POLICIES. On or before the Closing Date, Lender shall have
received and approved the Title Policies. The Title Policies shall be in form
and substance reasonably satisfactory to Lender, shall be in full force and
effect, shall be freely assignable to and will inure to the benefit of the
Trustee (subject to recordation of assignments of the Deeds of Trust) without
the consent or any notification to the Title Company, shall have the premium
therefor paid in full as of the Closing Date, the Title Company shall be
licensed in the state in which the Mortgaged Property is located, shall have no
claims made under such Title Policy, and shall affirmatively insure (unless the
related Mortgaged Property is in a jurisdiction where such affirmative insurance
is not available) that the applicable Borrowers' interest in the applicable
Property is the same as the Mortgaged Property legally described in the related
Deed of Trust.

     (G) CERTIFICATES OF FORMATION AND GOOD STANDING. On or before the Closing
Date, Lender shall have received copies of the organizational documents and
filings of each Borrower Party, together with good standing certificates (or
similar documentation) (including verification of tax status) from the state of
its formation and from all states in which the laws thereof require such Person
to be qualified and/or licensed to do business. Each such certificate shall be
dated not more than 30 days prior to the Closing Date, as applicable, and
certified by the applicable Secretary of State or other authorized governmental
entity. In addition, on or before the Closing Date the secretary or
corresponding officer of each Borrower Party, or the secretary or corresponding
officer of the partner, trustee, or other Person as required by such Borrower
Party's organizational documents (as the case may be, the "BORROWER PARTY
SECRETARY") shall have delivered to Lender a certificate stating that the copies
of the organizational documents as delivered to Lender are true and correct and
are in full force and effect, and that the same have not been amended except by
such amendments as have been so delivered to Lender.

     (H) CERTIFICATES OF INCUMBENCY AND RESOLUTIONS. On or before the Closing
Date, Lender shall have received certificates of incumbency and resolutions of
each Borrower Party and its constituents as requested by Lender, approving and
authorizing the Loan and the execution, delivery and performance of the Loan
Documents, certified as of the Closing Date by the Borrower Party Secretary as
being in full force and effect without modification or amendment.

     (I) AGREEMENTS. Not later than thirty (30) days following the Closing Date,
Lender shall have received a list of all Material Agreements and, to the extent
requested by Lender, copies thereof.

     (J) RENT ROLL. Prior to the Closing, Lender shall have received from the
Borrowers a rent roll for each of the Properties (collectively, the "RENT
ROLL"), certified by the Borrowers, and in form and substance satisfactory to
Lender.

     (K) LEASES. Not later than thirty (30) days following the Closing Date,
Lender shall have received true, correct and complete copies of the Leases, as
amended.



     (L) INSURANCE POLICIES AND ENDORSEMENTS. On or before the Closing Date,
Lender shall have received copies of certificates of insurance (dated not more
than 20 days prior to the Closing Date) regarding insurance required to be
maintained under this Loan Agreement and the other Loan Documents, together with
endorsements satisfactory to Lender naming Lender as an additional insured and
loss payee, as required by this Loan Agreement, under such policies. In
addition, as to any insurance matters arising under Environmental Laws or
pertaining to any environmental insurance that any of the Borrowers has with
respect to any Property, the same shall be endorsed to Lender as required by
this Loan Agreement and shall name Lender as an insured, additional insured
and/or loss payee, as applicable.

     (M) DOCUMENTATION REGARDING APPLICATION OF PROCEEDS. At least two (2) days
prior to the Closing Date, Lender shall have received payoff demand letters and
wiring instructions from each lender or other obligee of any existing
indebtedness which is required to be repaid pursuant to this Loan Agreement.

     (N) LEGAL FEES; CLOSING EXPENSES. The Borrowers shall have paid any and all
reasonable legal fees and expenses of counsel to Lender, together with all
recording fees and taxes, title insurance premiums, and other reasonable costs
and expenses related to the Closing.

     (O) GROUND LEASES. Not later than thirty (30) days following the Closing
Date, Lender shall have received true and complete copies of each of the Ground
Leases, certified by the Borrowers.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

     In order to induce Lender to enter into this Loan Agreement and to make the
Loan, each Borrower represents and warrants to Lender that the statements set
forth in this Article IV, after giving effect to the Closing, will be, true,
correct and complete in all material respects as of the Closing Date.

SECTION 4.1 ORGANIZATION, POWERS, CAPITALIZATION, GOOD STANDING, BUSINESS.


     (A) ORGANIZATION AND POWERS. Each Borrower Party is duly organized, validly
existing and in good standing under the laws of the state of its formation. Each
Borrower Party has all requisite power and authority to own and operate its
properties, to carry on its business as now conducted and proposed to be
conducted, and to enter into each Loan Document to which it is a party and to
perform the terms thereof.

     (B) QUALIFICATION. Each Borrower Party is duly qualified and in good
standing in the state of its formation. In addition, each Borrower Party is duly
qualified and in good standing in each state where necessary to carry on its
present business and operations, except in jurisdictions in which the failure to
be qualified and in good standing could not reasonably be expected to have a
Material Adverse Effect.

     (C) ORGANIZATION. The organizational chart set forth as SCHEDULE 4.1(C)
accurately sets forth the direct and indirect ownership structure of the
Borrowers.



SECTION 4.2 AUTHORIZATION OF BORROWING, ETC.

     (A) AUTHORIZATION OF BORROWING. The Borrowers have the power and authority
to incur the Indebtedness evidenced by the Note. The execution, delivery and
performance by each Borrower Party of each of the Loan Documents to which it is
a party and the consummation of the transactions contemplated thereby have been
duly authorized by all necessary limited liability company, partnership,
trustee, corporate or other action, as the case may be.

     (B) NO CONFLICT. The execution, delivery and performance by each Borrower
Party of the Loan Documents to which it is a party and the consummation of the
transactions contemplated thereby do not and will not: (1) violate (x) any
provision of law applicable to any Borrower Party; (y) the partnership
agreement, certificate of limited partnership, certificate of formation,
certificate of incorporation, bylaws, declaration of trust, limited liability
company agreement, operating agreement or other organizational documents, as the
case may be, of each Borrower Party; or (z) any order, judgment or decree of any
Governmental Authority binding on any Borrower Party or any of its Affiliates;
(2) conflict with, result in a breach of or constitute (with due notice or lapse
of time or both) a default under any Contractual Obligation of any Borrower
Party or any of its Affiliates (except where such breach will not cause a
Material Adverse Effect); (3) result in or require the creation or imposition of
any material Lien (other than the Lien of the Loan Documents) upon the
Properties or assets of any Borrower Party; or (4) require any approval or
consent of any Person under any Contractual Obligation of any Borrower Party,
which approvals or consents have not been obtained on or before the dates
required under such Contractual Obligation, but in no event later than the
Closing Date (except where the failure to obtain such approval or consent will
not have a Material Adverse Effect).

     (C) GOVERNMENTAL CONSENTS. The execution and delivery by each Borrower
Party of the Loan Documents to which it is a party, and the consummation of the
transactions contemplated thereby do not and will not require any registration
with, consent or approval of, or notice to, or other action to, with or by, any
Governmental Authority.

     (D) BINDING OBLIGATIONS. This Loan Agreement is, and the Loan Documents,
including the Note, when executed and delivered will be, the legally valid and
binding obligations of each Borrower Party that is a party thereto, enforceable
against each of the Borrower Parties, as applicable, in accordance with their
respective terms, subject to bankruptcy, insolvency, moratorium, reorganization
and other similar laws affecting creditor's rights. No Borrower Party has any
defense or offset to any of its obligations under the Loan Documents to which it
is a party. No Borrower Party has any claim against Lender or any Affiliate of
Lender.

SECTION 4.3 FINANCIAL STATEMENTS. All financial statements concerning any of the
Borrowers and their Affiliates which have been furnished by or on behalf of the
Borrowers to Lender pursuant to this Loan Agreement present fairly in all
material respects the financial condition of the Persons covered thereby.

SECTION 4.4 INDEBTEDNESS AND CONTINGENT OBLIGATIONS. As of the Closing, the
Borrowers shall have no outstanding Indebtedness or Contingent Obligations other
than the Obligations or any other Permitted Indebtedness.



SECTION 4.5 TITLE TO THE PROPERTIES. The Borrowers have good and marketable fee
simple title (or, in the case of the Ground Leased Properties, leasehold or
subleasehold title) to the Properties, other than the Managed Properties, free
and clear of all Liens except for the Permitted Encumbrances. The Borrowers own
all personal property and improvements on the Properties (other than the Managed
Properties, personal property and improvements owned by Sprint, and personal
property which is owned by tenants of such Property, not used or necessary for
the operation of the applicable Property, leased by the Borrowers as permitted
hereunder), subject only to the Permitted Encumbrances, or which constitutes
leased temporary mobile antennas. The Deeds of Trust will create (i) a valid,
perfected first lien on the applicable Properties, subject only to the Permitted
Encumbrances, and (ii) perfected first priority security interests in and to,
and perfected collateral assignments of, all personalty (other than personal
property owned by Sprint) in connection therewith (including the Rents and the
Leases), all in accordance with the terms thereof, in each case subject only to
any applicable Permitted Encumbrances. Except as set forth on SCHEDULE 4.5, to
the actual Knowledge of the Borrowers, there are no proceedings in condemnation
or eminent domain affecting any of the Properties and none is threatened.
Subject to the terms of the Sprint Acquisition Documents no Person has any
option or other right to purchase all or any portion of any interest owned by
the Borrowers with respect to the Properties. Except to the extent affirmative
coverage will be provided under the Title Policies, there are no mechanic's,
materialman's or other similar liens or claims which have been filed for work,
labor or materials affecting the Properties which are or will be liens prior to,
or equal or coordinate with, the lien of the applicable Deed of Trust the effect
of which is reasonably likely to have a Material Adverse Effect. The Permitted
Encumbrances, in the aggregate, do not materially interfere with the benefits of
the security intended to be provided by the Deeds of Trust and this Loan
Agreement, materially and adversely affect the value of any of the Mortgaged
Properties taken as a whole, impair the use or operations of the Mortgaged
Properties or impair the Borrowers' ability to pay their respective obligations
in a timely manner.

SECTION 4.6 ZONING; COMPLIANCE WITH LAWS. The Properties and the use thereof
comply with all applicable zoning, subdivision and land use laws, regulations
and ordinances, all applicable health, fire, building codes, parking laws and
all other laws, statutes, codes, ordinances, rules and regulations applicable to
the Properties, or any of them, including without limitation the Americans with
Disabilities Act, except to the extent failure to so comply would not, in the
aggregate, be reasonably likely to have a Material Adverse Effect. All permits,
licenses and certificates for the lawful use, occupancy and operation of each
component of each of the Properties given as Collateral hereunder in the manner
in which it is currently being used, occupied and operated have been obtained
and are current and in full force and effect, except to the extent failure to
obtain any such permits, licenses or certificates would not, in the aggregate,
be reasonably likely to have a Material Adverse Effect. To the Borrowers'
Knowledge, (i) except as set forth on SCHEDULE 4.6, no legal proceedings are
pending or threatened with respect to the zoning of any Property and (ii) except
as may be set forth in the Title Policies, neither the zoning nor any other
right to construct, use or operate any Property is in any way dependent upon or
related to any real estate other than such Property, except to the extent same
would not, in the aggregate, be reasonably likely to have a Material Adverse
Effect.



SECTION 4.7 LEASES; AGREEMENTS.

     (A) LEASES; AGREEMENTS. The Borrowers have delivered, or will deliver
pursuant to Section 3.1(I) and (K), as applicable, to Lender (i) true and
complete copies (in all material respects) of all Material Leases and (ii) a
list of all Material Agreements affecting the operation and management of the
Properties, and such Leases and list of Material Agreements have not been
modified or amended except pursuant to amendments or modifications delivered to
Lender. Except for the rights of the Manager pursuant to the existing Management
Agreement, and the fee owners of Managed Properties, no Person has any right or
obligation to manage any of the Properties or to receive compensation in
connection with such management, except for certain limited obligations of
Sprint under the Sprint Acquisition Documents. Except for the parties to any
leasing brokerage agreement that has been delivered to Lender, no Person has any
right or obligation to lease or solicit tenants for the Properties, or (except
for cooperating outside brokers) to receive compensation in connection with such
leasing.

     (B) RENT ROLL, DISCLOSURE. A true and correct copy of the Rent Roll has
been delivered to Lender. Except only as specified in the Rent Roll, or as
otherwise disclosed to Lender in the estoppel certificates delivered to Lender
at Closing, to the Borrowers' Knowledge, (i) the Leases are in full force and
effect; (ii) the Borrowers have not given any notice of default to any tenant
under any Lease which remains uncured; (iii) no tenant has any set off, claim or
defense to the enforcement of any Lease; (iv) no tenant is materially in default
in the performance of any other obligations under its Lease; and (v) there are
no rent concessions (whether in form of cash contributions, work agreements,
assumption of an existing tenant's other obligations, or otherwise) or
extensions of time whatsoever not reflected in such Rent Roll, except to the
extent that the failure of the representations set forth in items (i) through
(iv) to be true with respect to Leases (other than Material Leases) is not
reasonably likely to have a Material Adverse Effect. To the Borrowers'
Knowledge, each of the Leases is valid and binding on the parties thereto in
accordance with its terms.

     (C) MANAGEMENT AGREEMENT. The Borrowers have delivered to Lender a true and
complete copy of the Management Agreement to which they are a party that will be
in effect on the Closing Date, and such Management Agreement has not been
modified or amended except pursuant to amendments or modifications delivered to
Lender. The Management Agreement is in full force and effect and no default by
any of the Borrowers or Manager exists thereunder.

SECTION 4.8 CONDITION OF THE PROPERTIES. To the Borrower's Knowledge, except as
set forth on SCHEDULE 4.8, as of the Closing Date all Improvements are in good
repair and condition, ordinary wear and tear excepted except to the extent same
would not have a Material Adverse Effect. The Borrowers are not aware of any
latent or patent structural or other material defect or deficiency in the
Properties which could, in the aggregate, have a Material Adverse Effect, and
all necessary utilities are fully connected to the Improvements and are fully
operational, are sufficient to meet the reasonable needs of each of the
Properties as now used or presently contemplated to be used, and no other
utility facilities or repairs are necessary to meet the reasonable needs of each
of the Properties as now used or presently contemplated. To the Borrowers'
Knowledge, except to the extent affirmative coverage will be provided under the
Title Policies against forced removal by Borrower, none of the Improvements
create encroachments over, across or upon the Properties' boundary lines, rights
of way or easements,



and no building or other improvements on adjoining land create such an
encroachment, which could reasonably be expected to have a Material Adverse
Effect. Access will be insured by the Title Company for all Ground Leased
Properties and the Borrowers have access to each of the Owned Properties except
to the extent that failure to have such access would not be reasonably likely to
have a Material Adverse Effect.

SECTION 4.9 LITIGATION; ADVERSE FACTS. Except as set forth on SCHEDULE 4.9,
there are no judgments outstanding against any Borrower Party, or affecting any
of the Properties or any property of any Borrower, nor to the Borrower's
Knowledge after due inquiry is there any action, charge, claim, demand, suit,
proceeding, petition, governmental investigation or arbitration now pending or
threatened against any Borrower Party or any of the Properties that could
reasonably be expected to result in a Material Adverse Effect.

SECTION 4.10 PAYMENT OF TAXES. All federal, state and local tax returns and
reports of each Borrower required to be filed have been timely filed (or each
Borrower has timely filed for an extension and the applicable extension has not
expired), and all taxes, assessments, fees and other governmental charges
(including any payments in lieu of taxes) upon such Person and upon its
properties, assets, income and franchises which are due and payable have been
paid except to the extent same are being contested in accordance with Section
5.3(B).

SECTION 4.11 ADVERSE CONTRACTS. Except for the Loan Documents and the Sprint
Acquisition Documents, the Borrowers are not parties to or bound by, nor is any
property of such Person subject to or bound by, any contract or other agreement
which restricts such Person's ability to conduct its business in the ordinary
course as currently conducted that, either individually or in the aggregate, has
a Material Adverse Effect or could reasonably be expected to have a Material
Adverse Effect.

SECTION 4.12 PERFORMANCE OF AGREEMENTS. To the Borrowers' Knowledge, no Borrower
is in default in the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any Contractual Obligation of
any such Borrower which could reasonably be expected to have a Material Adverse
Effect, and no condition exists that, with the giving of notice or the lapse of
time or both, would constitute such a default which could reasonably be expected
to have a Material Adverse Effect.

SECTION 4.13 GOVERNMENTAL REGULATION. No Borrower Party is subject to regulation
under the Public Utility Holding Company Act of 1935, the Federal Power Act or
the Investment Company Act of 1940 or to any federal or state statute or
regulation limiting its ability to incur indebtedness for borrowed money.

SECTION 4.14 EMPLOYEE BENEFIT PLANS. Except as set forth on SCHEDULE 4.14, no
Borrower Party maintains or contributes to, or has any obligation (including a
contingent obligation) under, any Employee Benefit Plans.

SECTION 4.15 BROKER'S FEES. No broker's or finder's fee, commission or similar
compensation will be payable by or pursuant to any contract or other obligation
of the Borrowers with respect to the making of the Loan or any of the other
transactions contemplated hereby or by any of the Loan Documents. The Borrowers
shall indemnify, defend, protect, pay and hold Lender



harmless from any and all broker's or finder's fees claimed to be due in
connection with the making of the Loan arising from any Borrower Parties'
actions.

SECTION 4.16 SOLVENCY. The Borrowers (a) have not entered into the transaction
or any Loan Document with the actual intent to hinder, delay, or defraud any
creditor and (b) received reasonably equivalent value in exchange for the
obligations under the Loan Documents. Giving effect to the Loan, the fair
saleable value of each Borrower's assets exceed and will, immediately following
the making of the Loan, exceed such Borrower's total liabilities, including,
without limitation, subordinated, unliquidated, disputed and Contingent
Obligations. The fair saleable value of each Borrower's assets is and will,
immediately following the making of the Loan, be greater than the Borrower's
probable liabilities, including the maximum amount of its Contingent Obligations
on its debts as such debts become absolute and matured. Each Borrower's assets
do not and, immediately following the making of the Loan will not, constitute
unreasonably small capital to carry out its business as conducted or as proposed
to be conducted. The Borrowers do not intend to, and do not believe that they
will, incur Indebtedness and liabilities (including Contingent Obligations and
other commitments) beyond its ability to pay such Indebtedness and liabilities
as they mature (taking into account the timing and amounts of cash to be
received by the Borrowers and the amounts to be payable on or in respect of
obligations of the Borrowers).

SECTION 4.17 DISCLOSURE. No financial statements or other information furnished
to Lender by any of the Borrowers contains any untrue representation, warranty
or statement of a material fact, or omits to state a material fact necessary in
order to make the statements contained therein not misleading. No Loan Document
or any other document, certificate or written statement for use in connection
with the Loan and prepared by the Borrowers, or any information provided by any
Borrower and contained in, or used in preparation of, any document or
certificate for use in connection with the Loan, contains any untrue
representation, warranty or statement of a material fact, or omits to state a
material fact necessary in order to make the statements contained therein not
misleading. There is no fact known to the Borrowers that has had or will have a
Material Adverse Effect and that has not been disclosed in writing to Lender by
the Borrowers.

SECTION 4.18 USE OF PROCEEDS AND MARGIN SECURITY. The Borrowers shall use the
proceeds of the Loan only for the purposes set forth herein and consistent with
all applicable laws, statutes, rules and regulations. No portion of the proceeds
of the Loan shall be used by the Borrowers or any Person in any manner that
might cause the borrowing or the application of such proceeds to violate
Regulation T, Regulation U or Regulation X or any other regulation of the Board
of Governors of the Federal Reserve System.

SECTION 4.19 INSURANCE. Set forth on SCHEDULE 4.19 is a complete and accurate
description of all policies of insurance for each Borrower that are in effect as
of the Closing Date. Such insurance policies conform to the requirements of
Section 5.4. No notice of cancellation has been received with respect to such
policies, and, to each Borrower's Knowledge, the Borrowers are in compliance
with all conditions contained in such policies.

SECTION 4.20 INVESTMENTS. The Borrowers have no (i) direct or indirect interest
in, including without limitation stock, partnership interest or other securities
of, any other Person (other than



the other Borrowers), or (ii) direct or indirect loan, advance or capital
contribution to any other Person, including all indebtedness from that other
Person (other than the other Borrowers).

SECTION 4.21 NO PLAN ASSETS. No Borrower Party is or will be (i) an employee
benefit plan as defined in Section 3(3) of ERISA which is subject to ERISA, (ii)
a plan as defined in Section 4975(e)(1) of the IRC which is subject to Section
4975 of the IRC, or (iii) an entity whose underlying assets constitute "plan
assets" of any such employee benefit plan or plan for purposes of Title I of
ERISA of Section 4975 of the IRC; provided that, in making such representation,
the Borrowers have assumed that (i) no portion of the Loan shall be funded with
plan assets of any employee benefit plan that is subject to Title I of ERISA or
any plan that is covered by Section 4975 of the Code unless the Lender is
eligible to apply one or more exemptions such that the Loan will not constitute
a nonexempt prohibited transaction under Section 406 of ERISA or that could
subject a Borrower Party or its Affiliates to an excise tax under Section 4975
of the IRC; and (ii) such assumption in the preceding clause is true and correct
with respect to any party to which Lender transfers or assigns any portion of
the Loan.

SECTION 4.22 GOVERNMENTAL PLAN. No Borrower Party is or will be a "governmental
plan" within the meaning of Section 3(32) of ERISA and transactions by or with
the Borrowers are not and will not be subject to state statutes applicable to
the Borrowers' regulating investments of and fiduciary obligations with
obligations with respect to governmental plans.

SECTION 4.23 NOT FOREIGN PERSON. No Borrower Party is a "foreign person" within
the meaning of Section 1445(f)(3) of the IRC.

SECTION 4.24 NO COLLECTIVE BARGAINING AGREEMENTS. Except as set forth on
SCHEDULE 4.24, no Borrower Party is a party to any collective bargaining
agreement.

SECTION 4.25 GROUND LEASES.

     (A) With respect to each Ground Leased Property encumbered by a Deed of
Trust:

          (i) To the Borrowers' Knowledge, the Prime Ground Lease contains the
entire agreement of the applicable Prime Ground Lessor and the applicable
Sub-Prime Ground Lessor pertaining to the Ground Leased Property covered
thereby. The Borrowers have no estate, right, title or interest in or to the
Ground Leased Property except pursuant to the Master Lease Agreement and to the
Borrowers' Knowledge, the Sub-Prime Ground Lessor has no estate, right, title or
interest in or to the Ground Leased Property except pursuant to the Prime Ground
Lease. The Borrowers have delivered, or will deliver pursuant to Section 3.1(O),
a true and correct copy of the Ground Lease to Lender and the Ground Lease has
not been modified, amended or assigned except as set forth therein.

          (ii) The Borrowers have obtained title insurance insuring the
applicable Borrower's subleasehold interest in each of the Prime Ground Leases.

          (iii) There are no rights to terminate the Master Lease Agreement, or
to the Borrowers' Knowledge, the Prime Ground Lease other than the Ground
Lessor's right to terminate by reason of default, casualty, condemnation or
other reasons, in each case as expressly set forth in the applicable Ground
Lease.



          (iv) The Master Lease Agreement, and to the Borrowers' Knowledge, the
Ground Lease is in full force and effect, and no breach or default or event that
with the giving of notice or passage of time would constitute a breach or
default under the Ground Lease (a "GROUND LEASE DEFAULT") exists on the part of
the Borrowers or, to the Borrowers' Knowledge, on the part of the Ground Lessor
under the Ground Lease. The Borrowers have not received any written notice that
a Ground Lease Default exists, or that the Ground Lessor or any third party
alleges the same to exist.

          (v) The applicable Borrower is the exclusive owner of the lessees's or
sublessee's, as applicable, interest under and pursuant to the applicable Ground
Lease and to the Borrowers' Knowledge, the Sub-Prime Ground Lessor has not
assigned, transferred, or encumbered its interest in, to, or under the Prime
Ground Lease (other than assignments that will terminate on or prior to
Closing).

          (vi) The Ground Lease or a memorandum thereof or other instrument
sufficient to permit recording of a deed of trust or similar security instrument
has been recorded and the Ground Lease (or a separate agreement with respect
thereto (the "ESTOPPEL")) permits the interest of the Sub-Prime Ground Lessor,
as lessee (and consequently, the sublessee), to be encumbered and permits, or
does not prohibit, the encumbrance by the applicable Borrower of its leasehold
or subleasehold, as applicable, interest pursuant to the related Deed of Trust.

          (vii) Except for the Permitted Encumbrances and as set forth on
SCHEDULE 4.25(A)(VII), the interests in the Ground Lease is not subject to any
liens or encumbrances (whether on the fee interest in the property demised
thereunder or the Sub-Prime Ground Lessor's interest, as lessee, in the Prime
Ground Lease) superior to, or of equal priority with, the related Deed of Trust
unless (x) a non-disturbance agreement has been obtained from the applicable
holder of such lien or encumbrance or (y) the priority of the lien of the
applicable Deed of Trust over such encumbrance will be insured by the Title
Policies.

          (viii) Except as set forth on SCHEDULE 4.25(A)(VIII), the Prime Ground
Lease (or the applicable Estoppel) requires the Prime Ground Lessor to give
notice of any default by the Sub-Prime Ground Lessor to any leasehold mortgagee
which such notice must be delivered before the Prime Ground Lessor may terminate
the Prime Ground Lease, or the Ground Lease or the Estoppel provides that notice
of termination given under the Prime Ground Lease is not effective against the
Lender unless a copy of the notice has been sent to Lender in the manner
described in the Prime Ground Lease.

          (ix) Except as set forth on SCHEDULE 4.25(A)(IX), a leasehold
mortgagee is permitted to cure any default under the Prime Ground Lease that is
curable after the receipt of notice of any default.

          (x) Except as set forth on SCHEDULE 4.25(A)(X), the Prime Ground Lease
has a term (including all available extensions) that extends not less than ten
(10) years beyond the Maturity Date.

          (xi) The Prime Ground Lease does not impose restrictions on subletting
that would be viewed as commercially unreasonable by a prudent commercial
mortgage lender.



          (xii) The Borrower's subleasehold interest in the Prime Ground Lease
is assignable to the Trustee upon notice to, but without the consent of, the
Prime Ground Lessor and Sub-Prime Ground Lessor (or, if any such consent is
required, it has been obtained prior to the Closing Date) or, except to the
extent same is not reasonably likely to have a Material Adverse Effect, in the
event that it is so assigned, it is further assignable by the Trustee and its
successors and assigns upon notice to, but without a need to obtain the consent
of, the Prime Ground Lessor or Sub-Prime Ground Lessor.

          (xiii) Except as set forth on Schedule 4.25(A)(xiii), the Prime Ground
Lease (or the applicable Estoppel) requires the Prime Ground Lessor to recognize
the Borrowers as a direct lessee of Prime Ground Lessor upon termination of the
Prime Ground Lease following rejection of the Prime Ground Lease by Sub-Prime
Ground Lessor in a bankruptcy proceeding under the Bankruptcy Code, provided
that the Borrowers cures any defaults that are susceptible to being cured by
Borrowers.

     (B) With respect to the Ground Leased Properties constituting an Additional
Pledged Property:

          (i) To the Borrowers' Knowledge, the Prime Ground Lease contains the
entire agreement of the applicable Prime Ground Lessor and the applicable
Sub-Prime Ground Lessor pertaining to the Ground Leased Property covered
thereby. The Borrowers have no estate, right, title or interest in or to the
Ground Leased Property except pursuant to the Master Lease Agreement and the
Sub-Prime Ground Lessor has no estate, right, title or in interest in or to the
Ground Leased Property except pursuant to the Prime Ground Lease. The Borrowers
have delivered, or will deliver pursuant to Section 3.1(O), a true and correct
copy of the Prime Ground Lease to Lender and the Prime Ground Lease has not been
modified, amended or assigned except as set forth therein.

          (ii) To the Knowledge of the Borrowers, the Ground Lessor is the
exclusive owner of the fee or leasehold interest in its Ground Leased Property.

          (iii) There are no rights to terminate the Master Lease Agreement, or
to the Borrowers' Knowledge, the Prime Ground Lease other than the Ground
Lessor's right to terminate by reason of default, casualty, condemnation or
other reasons, in each case as expressly set forth in the applicable Ground
Lease.

          (iv) The Master Lease Agreement, and to the Borrower's Knowledge, the
Prime Ground Lease is in full force and effect, and Ground Lease Default exists
on the part of the Borrower or, to the Borrowers' Knowledge, on the part of the
Prime Ground Lessor under the Ground Lease. The Borrowers have not received any
written notice that a Prime Ground Lease Default exists, or that the Prime
Ground Lessor or any third party alleges the same to exist.

          (v) The applicable Borrower is the exclusive owner of the sublessee's
interest under and pursuant to the applicable Prime Ground Lease and the
Sub-Prime Ground Lessor has not assigned, transferred, or encumbered its
interest in, to, or under the Prime Ground Lease (other than assignments that
will terminate on or prior to Closing).



          (vi) The Ground Lease does not impose restrictions on subletting that
would be viewed as commercially unreasonable by a prudent commercial mortgage
lender.

SECTION 4.26 EASEMENTS.

     (A) Each Easement contains the entire agreement pertaining to the
applicable Property covered thereby. The Borrowers have no estate, right, title
or interest in or to such Properties except under and pursuant to the Easements.
The Borrowers have delivered true and correct copies of each of the Easements to
Lender and the Easements have not been modified, amended or assigned except as
set forth therein.

     (B) Each fee owner of the Properties subject to the Easements is the
exclusive fee simple owner of the fee estate with respect to such Property.

     (C) There are no rights to terminate any Easement other than as expressly
set forth in the applicable Easement.

     (D) Each Easement is in full force and effect and to the Borrowers'
Knowledge, no breach or default or event that with the giving of notice or
passage of time would constitute a breach or default under any Easement (an
"EASEMENT DEFAULT") exists on the part of the Borrowers. The Borrowers have not
received any written notice that a Easement Default exists, or that any third
party alleges the same to exist.

     (E) The applicable Borrower is the exclusive owner of the easement interest
under and pursuant to the applicable Easement and has not assigned, transferred,
or encumbered its interest in, to, or under any Easement (other than assignments
that will terminate on or prior to Closing), except in favor of Lender pursuant
to this Loan Agreement and the other Loan Documents.

SECTION 4.27 PRINCIPAL PLACE OF BUSINESS. The Borrowers' principal place of
business is located in the State of Florida.

SECTION 4.28 ENVIRONMENTAL COMPLIANCE. The Properties are in compliance with all
applicable Environmental Laws (except to the extent failure to so comply would
not have a Material Adverse Effect), and no notice of violation of such
Environmental Laws has been issued by any Governmental Authority; no action has
been taken by the Borrowers that would cause the Properties to not be in
compliance with all Environmental Laws pertaining to Hazardous Materials; and no
Hazardous Materials are present at the Properties (except to the extent the
presence thereof on Properties that are not then the subject of a pending
Acquisition would not have a Material Adverse Effect).

SECTION 4.29 SEPARATE TAX LOT. Each of the Properties that the Borrowers own in
fee constitute one or more separate tax parcels.



                                   ARTICLE V
                          COVENANTS OF BORROWER PARTIES

     The Borrowers covenant and agree that until payment in full of the Loan,
all accrued and unpaid interest and all other Obligations, the Borrowers shall
perform and comply with all covenants in this Article V applicable to such
Person.

SECTION 5.1 FINANCIAL STATEMENTS AND OTHER REPORTS.

     (A) FINANCIAL STATEMENTS.

          (i) ANNUAL REPORTING. Within one hundred twenty (120) days after the
end of each calendar year, commencing with the end of the 2005 calendar year,
the Borrowers (on a consolidated basis) shall, and shall cause Global Signal
Inc. ("GSI") to, provide true and complete copies of their Financial Statements
for such year to Lender; provided that, while GSI is a publicly traded entity,
delivery of GSI's annual report on form 10-K filed with the United States
Securities and Exchange Commissions (the "SEC") shall satisfy the requirements
of this Section 5.1(A)(i) with respect to GSI. All such Financial Statements
shall be audited by an Approved Accounting Firm or by other independent
certified public accountants reasonably acceptable to Lender, and shall bear the
unqualified certification of such accountants that such Financial Statements
present fairly in all material respects the financial position of the subject
company. The annual Financial Statements shall be accompanied by Supplemental
Financial Information for such calendar year. The annual Financial Statements
for the Borrowers (on a consolidated basis) shall also be accompanied by a
certification executed by the entity's chief executive officer or chief
financial officer (or other officer with similar duties), satisfying the
criteria set forth in Section 5.1(A)(vii) below, and a Compliance Certificate
(as defined below).

          (ii) QUARTERLY REPORTING. Within forty-five (45) days after the end of
the first three (3) calendar quarters in each year, the Borrowers on a
consolidated basis and GSI on a consolidated basis shall provide copies of their
Financial Statements for such quarter to Lender, together with a certification
executed on behalf of each of the Borrowers by their respective chief executive
officers or chief financial officers (or other officer with similar duties) in
accordance with the criteria set forth in Section 5.1(A)(vii) below; provided
that, while GSI is a publicly traded entity, delivery of GSI's quarterly report
on form 10-Q filed with the SEC shall satisfy the requirements of this Section
5.1(A)(ii) with respect to GSI. Such quarterly Financial Statements shall be
accompanied by Supplemental Financial Information and a Compliance Certificate
for such calendar quarter. Together with the quarterly Financial Statements
delivered hereunder, the Borrowers shall, or shall cause Manager to, deliver
copies of all Leases executed during such calendar quarter.

          (iii) LEASING REPORTS. Within forty-five (45) days after each calendar
quarter, each Borrower shall provide to Lender: (a) a certified Rent Roll and a
schedule of security deposits held under Material Leases, each in form and
substance reasonably acceptable to Lender, (b) a schedule of any Material Leases
that expired during such calendar quarter, and (c) a schedule of Material Leases
scheduled to expire within the next twelve (12) months.



          (iv) MONTHLY REPORTING. Within thirty (30) days after the end of each
calendar month, each Borrower shall provide, or cause Manager to provide, to
Lender the following items determined on an accrual basis: (a) monthly and year
to date operating statements prepared for such calendar month (which, commencing
with the 2006 calendar year, shall include budgeted and last year results for
the same year-to-date period), containing such information as is necessary and
sufficient under GAAP to fairly represent the results of operation of the
Properties during such calendar month (except that full financial statement
footnotes are only required annually), all in form reasonably satisfactory to
Lender; and (b) monthly and year to date detailed reports (substantially in the
form of SCHEDULE 5.1(A)(IV)), including supporting documentation satisfactory to
Lender in its sole discretion for each item of Extraordinary Expense (as such
term is defined in the Cash Management Agreement) for which Lender has approved
a disbursement from the Cash Trap Reserve pursuant to the terms of Section 3.3
of the Cash Management Agreement. Along with such operating statements, each
Borrower shall deliver to Lender a Compliance Certificate of such Borrower's
chief executive officer or chief financial officer (or other officer with
similar duties) satisfying the criteria set forth in Section 5.1(A)(vii) below.

          (v) ADDITIONAL REPORTING. In addition to the foregoing, the Borrowers
shall, and shall cause Guarantor and Manager to, promptly provide to Lender such
further documents and information concerning its operations, properties,
ownership, and finances as Lender shall from time to time reasonably request
upon prior written notice to the Borrowers.

          (vi) GAAP. The Borrowers will, and will cause Guarantor and Manager
to, maintain systems of accounting established and administered in accordance
with sound business practices and sufficient in all respects to permit
preparation of Financial Statements in conformity with GAAP. All annual
Financial Statements shall be prepared in accordance with GAAP.

          (vii) CERTIFICATIONS OF FINANCIAL STATEMENTS AND OTHER DOCUMENTS,
COMPLIANCE CERTIFICATE. Together with the Financial Statements and other
documents and information provided to Lender by or on behalf of the Borrowers
and GSI under this Section, the Borrowers also shall deliver, and shall cause
GSI to deliver, to Lender a certification to Lender, executed on behalf of the
Borrowers and GSI by their respective chief executive officer or chief financial
officer (or other officer with similar duties), stating that to their Knowledge
after due inquiry such quarterly and annual Financial Statements and information
fairly present the financial condition and results of operations of the
Borrowers and GSI for the period(s) covered thereby (except for the absence of
footnotes with respect to the monthly and quarterly Financial Statement), and do
not omit to state any material information without which the same might
reasonably be misleading, and all other non-financial documents submitted to
Lender (whether monthly, quarterly or annually) are true, correct, accurate and
complete in all material respects. In addition, where this Loan Agreement
requires a "COMPLIANCE CERTIFICATE", the Person required to submit the same
shall deliver a certificate duly executed on behalf of such Person by its chief
executive officer or chief financial officer (or other officer with similar
duties) stating that, to their Knowledge after due inquiry, there does not exist
any Default or Event of Default under the Loan Documents (or if any exists,
specifying the same in detail).



          (viii) FISCAL YEAR. Each Borrower represents that its fiscal year and
that of the Guarantor ends on December 31, and agrees that no change shall be
made to each such fiscal year.

     (B) ACCOUNTANTS' REPORTS. Promptly upon receipt thereof, each Borrower will
deliver copies of all material reports submitted by independent public
accountants in connection with each annual audit of the Financial Statements or
other business operations of such Borrower made by such accountants, including
the comment letter submitted by such accountants to management in connection
with the annual audit.

     (C) TAX RETURNS. Within thirty (30) days after filing the same, each
Borrower shall deliver to Lender a copy of its Federal income tax returns (or
the return of the applicable Person into which such Borrower's Federal income
tax return is consolidated) certified on its behalf by its chief financial
officer (or similar position) to be true and correct in all material respects.

     (D) ANNUAL OPERATING BUDGET AND CAPEX BUDGETS. Prior to February 15 of each
calendar year, the Borrowers shall deliver to Lender the Operating Budget and
CapEx Budget (in each case presented on a monthly and annual basis) for such
calendar year for informational purposes only. During the Acquisition Period the
Borrowers shall deliver updates to the Operating Budget and the CapEx Budget
within thirty (30) days after each calendar month. The Borrowers may make
changes to the Operating Budget and the CapEx Budget from time to time as deemed
reasonably necessary by the Borrowers. Notice of any modifications to the
Operating Budget and the CapEx Budget shall be delivered to Lender at the time
of delivery of the next financial reporting required pursuant to Section
5.1(A)(iv). The Operating Budget shall identify and set forth each Borrower's
reasonable estimate, after due consideration, of all operating expenses on a
line-item basis consistent with the form of Operating Budget delivered to Lender
prior to Closing. The Operating Budget and the CapEx Budget will be delivered to
Lender for Lender's information only and shall not be subject to Lender's
approval provided that each such budget is consistent in form with the budgets
delivered to Lender in connection with the Closing.

     (E) MATERIAL NOTICES.

          (i) The Borrowers shall promptly deliver, or cause to be delivered,
copies of all notices given or received with respect to a default under any term
or condition related to any Permitted Indebtedness of any Borrower, and shall
notify Lender within five (5) Business Days of any event of default with respect
to any such Permitted Indebtedness.

          (ii) The Borrowers shall promptly deliver to Lender copies of any and
all notices of a material default or breach which is reasonably expected to
result in a termination received with respect to any Material Agreement or any
Material Lease.

     (F) EVENTS OF DEFAULT, ETC. Promptly upon any of the Borrowers obtaining
Knowledge of any of the following events or conditions, such Borrower shall
deliver a certificate executed on its behalf by its chief financial officer or
similar officer specifying the nature and period of existence of such condition
or event and what action such Borrower or any Affiliate thereof has taken, is
taking and proposes to take with respect thereto: (i) any condition or event
that constitutes an Event of Default; (ii) any Material Adverse Effect; or (iii)
any actual or



alleged breach or default or assertion of (or written threat to assert) remedies
under the Management Agreement, any Ground Lease or any Easement.

     (G) LITIGATION. Promptly upon any of the Borrowers obtaining knowledge of
(1) the institution of any action, suit, proceeding, governmental investigation
or arbitration against the Borrowers or any of the Properties not previously
disclosed in writing by the Borrowers to Lender which would be reasonably likely
to have a Material Adverse Effect and is not covered by insurance or (2) any
material development in any action, suit, proceeding, governmental investigation
or arbitration at any time pending against or affecting the Borrowers or the
Properties which, in each case, if adversely determined could reasonably be
expected to have a Material Adverse Effect, the Borrowers will give notice
thereof to Lender and, upon request from Lender, provide such other information
as may be reasonably available to them to enable Lender and its counsel to
evaluate such matter.

     (H) INSURANCE. Prior to the end of each insurance policy period of the
Borrowers, the Borrowers will deliver certificates, reports, and/or other
information (all in form and substance reasonably satisfactory to Lender), (i)
outlining all material insurance coverage maintained as of the date thereof by
the Borrowers and all material insurance coverage planned to be maintained by
the Borrowers in the subsequent insurance policy period and (ii) to the extent
not paid directly by the Servicer, evidencing payment in full of the premiums
for such insurance policies.

     (I) OTHER INFORMATION. With reasonable promptness, Borrowers will deliver
such other information and data with respect to such Person and its Affiliates
or the Properties as from time to time may be reasonably requested by Lender.

SECTION 5.2 EXISTENCE; QUALIFICATION. The Borrowers will, and will cause
Guarantor to, at all times preserve and keep in full force and effect their
existence as a limited partnership, limited liability company, or corporation,
as the case may be, and all rights and franchises material to its business,
including their qualification to do business in each state where it is required
by law to so qualify.

SECTION 5.3 PAYMENT OF IMPOSITIONS AND CLAIMS.

     (A) Except for those matters being contested pursuant to clause (B) below,
the Borrowers will pay (i) all Impositions; (ii) all claims (including claims
for labor, services, materials and supplies) for sums that have become due and
payable and that by law have or may become a Lien upon any of its properties or
assets (hereinafter referred to as the "CLAIMS"); and (iii) all federal, state
and local income taxes, sales taxes, excise taxes and all other taxes and
assessments of the Borrowers on their business, income or assets; in each
instance before any penalty or fine is incurred with respect thereto.

     (B) The Borrowers shall not be required to pay, discharge or remove any
Imposition or Claim relating to a Property so long as the Borrowers contest in
good faith such Imposition, Claim or the validity, applicability or amount
thereof by an appropriate legal proceeding which operates to prevent the
collection of such amounts and the sale of the applicable Property or any
portion thereof, so long as: (i) no Event of Default shall have occurred and be
continuing, (ii) prior to the date on which such Imposition or Claim would
otherwise have become



delinquent, the Borrowers shall have given Lender prior written notice of their
intent to contest said Imposition or Claim and shall have deposited with Lender
(or with a court of competent jurisdiction or other appropriate body reasonably
approved by Lender) such additional amounts as are necessary to keep on deposit
at all times, an amount by way of cash (or other form reasonably satisfactory to
Lender), equal to (after giving effect to any Reserves then held by Lender for
the item then subject to contest) at least one hundred twenty-five percent
(125%) of the total of (x) the balance of such Imposition or Claim then
remaining unpaid, and (y) all interest, penalties, costs and charges accrued or
accumulated thereon; (iii) no risk of sale, forfeiture or loss of any interest
in the applicable Property or any part thereof arises, in Lender's reasonable
judgment, during the pendency of such contest; (iv) such contest does not, in
Lender's reasonable determination, have a Material Adverse Effect; and (v) such
contest is based on bona fide, material, and reasonable claims or defenses. Any
such contest shall be prosecuted with due diligence, and the Borrowers shall
promptly pay the amount of such Imposition or Claim as finally determined,
together with all interest and penalties payable in connection therewith. Lender
shall have full power and authority, but no obligation, to apply any amount
deposited with Lender to the payment of any unpaid Imposition or Claim to
prevent the sale or forfeiture of the applicable Property for non-payment
thereof, if Lender reasonably believes that such sale or forfeiture is
threatened.

SECTION 5.4 MAINTENANCE OF INSURANCE.

     The Borrowers will continuously maintain the following described policies
of insurance without cost to Lender (the "INSURANCE POLICIES"):

          (i) Property insurance against loss and damage by all risks of
physical loss or damage and other risks covered by the so-called extended
coverage endorsement covering the Improvements and personal property on each of
the Properties owned by any of the Borrowers, in amounts not less than the full
insurable replacement value of all Improvements (less building foundations and
footings) and personal property from time to time on the Properties and without
sublimits, and bearing a replacement cost agreed-amount endorsement;

          (ii) Commercial general liability insurance, including death, bodily
injury and broad form property damage coverage with a combined single limit in
an amount not less than One Million Dollars ($1,000,000) per occurrence and Two
Million Dollars ($2,000,000) in the aggregate for any policy year;

          (iii) If any of the Properties (other than the Managed Properties) are
in an area prone to geological phenomena, including, but not limited to,
sinkholes, mine subsidence or earthquakes, insurance covering such risks in an
amount equal to one hundred percent (100%) of the replacement value with a
maximum permissible deductible of $10,000;

          (iv) For each Property (other than the Managed Properties) located in
whole or in part in a federally designated "special flood hazard area", flood
insurance in an amount equal to the lesser of (x) the maximum available amount
and (y) the replacement cost of the Improvements and the Borrowers' personal
property located on the applicable Property;



          (v) An umbrella excess liability policy with a limit of not less than
Forty Million Dollars ($40,000,000) over primary insurance, which policy shall
include coverage for water damage, so-called assumed and contractual liability
coverage, premises medical payment and automobile liability coverage, and
coverage for safeguarding of personalty and shall also include such additional
coverages and insured risks which are acceptable to Lender;

          (vi) Business interruption and/or rent loss insurance with an
aggregate limit equal to six (6) months of gross income from the Properties plus
continuing fixed costs for the Properties for a period of not less than six (6)
months;

          (vii) Worker's Compensation Insurance in statutory amounts, if any, at
all times;

          (viii) During any period of construction, repair or restoration,
builders "all risk" insurance in an amount equal to not less than the full
insurable value of the Properties applicable construction project;

          (ix) If the Properties (other than the Managed Properties), or any of
them, are or become a "non-conforming use" under applicable zoning and building
ordinances, or other requirements of the applicable Governmental Authority, law
or ordinance coverage to compensate for the cost of demolition and the increased
cost of construction, if available;

          (x) Such other insurance as may from time to time be reasonably
required by Lender and which is then customarily required by institutional
lenders for securitized loans secured by similar properties similarly situated,
against other insurable hazards, including, but not limited to, malicious
mischief, vandalism, windstorm and or earthquake, due regard to be given to the
size and type of the Properties, Improvements, fixtures and equipment and their
location, construction and use. Additionally, the Borrowers shall carry such
insurance coverage as Lender may from time to time require if the failure to
carry such insurance would result in a downgrade, qualification or withdrawal of
any class of securities issued in connection with a Securitization (or the
placing of such certificate or other security on negative credit watch or
ratings outlook in contemplation of any such action with respect thereto).

     All Insurance Policies shall be in content (including, without limitation,
endorsements or exclusions, if any), form, and amounts, and issued by companies,
satisfactory to Lender from time to time and shall name Lender and its
successors and assignees as their interests may appear as an "additional
insured" for each of the liability policies under this Section 5.4 hereof and
shall (except for Worker's Compensation Insurance) contain a waiver of
subrogation clause reasonably acceptable to Lender. All Insurance Policies under
Sections 5.4 (i), (iv), (vi), and (vii) hereof with respect to the Mortgaged
Properties shall contain a Non-Contributory Standard mortgagee clause and a
mortgagee's Loss Payable Endorsement (Form 438 BFU NS), or their equivalents
(such endorsements shall entitle Lender to collect any and all proceeds payable
under all such insurance, with the insurance company waiving any claim or
defense against Lender for premium payment, deductible, self-insured retention
or claims reporting provisions). All Insurance Policies shall provide that the
coverage shall not be modified without thirty (30) days' advance written notice
to Lender and shall provide that no claims shall be paid thereunder to a Person
other than Lender without ten (10) days' advance written notice to Lender. The



Borrowers may obtain any insurance required by this Section through blanket
policies; provided, however, that such blanket policies shall separately set
forth the amount of insurance in force (together with applicable deductibles,
and per occurrence limits) with respect to the Properties (which shall not be
reduced by reason of events occurring on property other than the Properties) and
shall afford all the protections to Lender as are required under this Section.
Except as may be expressly provided above, all policies of insurance required
hereunder shall contain no annual aggregate limit of liability, other than with
respect to liability insurance. If a blanket policy is issued, a certified copy
of said policy shall be furnished, together with a certificate indicating that
Lender is an additional insured (and, if applicable, loss payee) under such
policy in the designated amount. The Borrowers will deliver duplicate originals
of all Insurance Policies, premium prepaid for a period of one (1) year, to
Lender and, in case of Insurance Policies about to expire, the Borrowers will
deliver duplicate originals of replacement policies satisfying the requirements
hereof to Lender prior to the date of expiration; provided, however, if such
replacement policy is not yet available, the Borrowers shall provide Lender with
an insurance certificate executed by the insurer or its authorized agent
evidencing that the insurance required hereunder is being maintained under such
policy, which certificate shall be acceptable to Lender on an interim basis
until the duplicate original of the policy is available. An insurance company
shall not be satisfactory unless such insurance company (a) is licensed or
authorized to issue insurance in the State where the applicable Property is
located and (b) has a claims paying ability rating by the Rating Agencies of "A"
(or its equivalent). Notwithstanding the foregoing, a carrier which does not
meet the foregoing ratings requirement shall nevertheless be deemed acceptable
hereunder provided that such carrier is reasonably acceptable to Lender and the
Borrowers shall obtain and deliver to Lender a Rating Confirmation with respect
to such carrier from each of the Rating Agencies. If any insurance coverage
required under this Section 5.4 is maintained by a syndicate of insurers, the
preceding ratings requirements shall be deemed satisfied (without any required
Rating Confirmation) as long as at least seventy-five percent (75%) of the
coverage (if there are four or fewer members of the syndicate) or at least sixty
percent (60%) of the coverage (if there are five or more members of the
syndicate) is maintained with carriers meeting the claims-paying ability ratings
requirements by S&P and Moody's (if applicable) set forth above and all carriers
in such syndicate have a claims-paying ability rating by S&P of not less than
"BBB" and by Moody's of not less than "Baa2" (to the extent rated by Moody's).
The Borrowers shall furnish Lender receipts for the payment of premiums on such
insurance policies or other evidence of such payment reasonably satisfactory to
Lender in the event that such premiums have not been paid by Lender pursuant to
the Loan Agreement. The requirements of this Section 5.4 shall apply to any
separate policies of insurance taken out by the Borrowers concurrent in form or
contributing in the event of loss with the Insurance Policies. Losses shall be
payable to Lender notwithstanding (1) any act, failure to act or negligence of
the Borrowers or their agents or employees, Lender or any other insured party
which might, absent such agreement, result in a forfeiture or all or part of
such insurance payment, other than the willful misconduct of Lender knowingly in
violation of the conditions of such policy, (2) the occupation or use of the
Properties or any part thereof for purposes more hazardous than permitted by the
terms of such policy, (3) any foreclosure or other action or proceeding taken
pursuant to this Loan Agreement or (4) any change in title to or ownership of
the Properties or any part thereof. The property insurance described in this
Section 5.4 hereof shall include "underground hazards" coverage; "time element"
coverage by which Lender shall be assured payment of all amounts due under the
Note, this Loan Agreement and the other Loan



Documents; "extra expense" (i.e., soft costs), clean-up, transit and ordinary
payroll coverage; and "expediting expense" coverage to facilitate rapid repair
or restoration of the Properties. The Insurance Policies shall not contain any
deductible in excess of $250,000.

SECTION 5.5 OPERATION AND MAINTENANCE OF THE PROPERTIES; CASUALTY; CONDEMNATION.

     (A) The Borrowers shall maintain or cause to be maintained in good repair,
working order and condition all material property necessary for use in the
business of each Borrower, including the applicable Property, and will make or
cause to be made all appropriate repairs, renewals and replacements thereof. All
work required or permitted under this Loan Agreement shall be performed in a
workmanlike manner and in compliance with all applicable laws.

     (B) (i) In the event of casualty or loss at any of the Properties, the
Borrowers shall give immediate written notice of any such casualty or loss
exceeding $250,000, or which is not covered by insurance, to the insurance
carrier and to Lender and shall promptly commence and diligently prosecute to
completion, in accordance with the terms hereof, and subject to the terms of the
Sprint Acquisition Documents, the repair and restoration of the Property as
nearly as possible to the Pre-Existing Condition, excluding replacement of
obsolete Other Company Collateral which is not required in connection with
operating the applicable Property (a "RESTORATION"). The Borrowers, subject in
all instances to the terms of the Sprint Acquisition Documents, hereby authorize
and empower Lender as attorney-in-fact for the Borrowers (jointly with the
Borrowers unless an Event of Default has occurred and is continuing), or any of
them, with respect to Insurance Proceeds in excess of $1,000,000 to make proof
of loss, to adjust and compromise any claim under insurance policies, to appear
in and prosecute any action arising from such insurance policies, to collect and
receive insurance proceeds (to be held in the Loss Proceeds Reserve Sub-Account
pending the Borrowers' determination with respect to restoration of the affected
Property as set forth in Subsection 5.5(C)), and to deduct therefrom Lender's
expenses incurred in the collection of such proceeds; provided however, that
nothing contained in this Section shall require Lender to incur any expense or
take any action hereunder. The Borrowers further authorize Lender, subject in
all instances to the terms of the Sprint Acquisition Documents, at Lender's
option, with respect to proceeds in excess of $1,000,000 (a) to hold the balance
of such proceeds to be used to reimburse the Borrowers for the cost of
Restoration of any of the Properties or (b) subject to Subsection 5.5(C), to
apply such Insurance Proceeds to payment of the Obligations whether or not then
due, in any order.

          (ii) The Borrowers shall promptly give Lender written notice of any
known actual or threatened commencement of any condemnation or eminent domain
proceeding affecting the Properties or any portion thereof and shall deliver to
Lender copies of any and all papers served in connection with such proceedings.
Lender is hereby irrevocably appointed as the attorney-in-fact for the Borrowers
(jointly with the Borrowers unless an Event of Default has occurred and is
continuing), or any of them, with respect to Condemnation Proceeds in excess of
$1,000,000 to collect, receive and retain any Condemnation Proceeds (to be held
in the Loss Proceeds Reserve Sub-Account pending the Borrowers' determination
with respect to Restoration of the affected Property as set forth in Subsection
5.5(C)) and to make any compromise or settlement in connection with such
proceeding. In accordance with the terms hereof, the Borrowers shall cause the
Condemnation Proceeds in excess of $1,000,000 which are payable to the
Borrowers, to be paid directly to Lender. If the applicable Property is sold



following an Event of Default, through foreclosure or otherwise, prior to the
receipt by Lender of Condemnation Proceeds, Lender shall have the right, whether
or not a deficiency judgment on the Note shall have been sought, recovered or
denied, to receive said Condemnation Proceeds, or a portion thereof sufficient
to pay the Obligations. Notwithstanding the foregoing, the Borrowers may
prosecute any condemnation proceeding and settle or compromise and collect
Condemnation Proceeds of not more than $1,000,000 provided that: (a) no Event of
Default shall have occurred and be continuing, (b) in Lender's reasonable good
faith judgment, such condemnation or taking does not and will not materially
restrict access to the Properties or otherwise have a Material Adverse Effect
and the Property remaining after such condemnation or taking is capable of being
restored to an economically viable whole of substantially the same type which
existed prior to the condemnation or taking or in substantial compliance with
all applicable laws, (c) the Borrowers apply the Condemnation Proceeds to any
reconstruction or repair of the Property necessary as a result of such
condemnation or taking, and (d) the Borrowers promptly commence and diligently
prosecute such reconstruction or repair to completion in accordance with all
applicable laws. Subject to the terms hereof, the Borrowers authorize Lender to
apply such Condemnation Proceeds, after the deduction of Lender's reasonable
expenses incurred in the collection of such Condemnation Proceeds, at Lender's
option, to restoration or repair of the Properties or to payment of the sums
secured by the Loan Documents, whether or not then due, in the order determined
by Lender, with the balance, if any, to the Borrowers. Application of any
Condemnation Proceeds to payment of the Obligations pursuant to the foregoing
sentence shall be made with the required Yield Maintenance. Lender shall not
exercise Lender's option to apply such Condemnation Proceeds to payment of the
Obligations provided that each of the conditions (as applicable) to the release
of Loss Proceeds for restoration or repair of the Properties under Section
5.5(C) below have been satisfied with respect to such condemnation awards or
damages.

     (C) Lender shall not exercise Lender's option to apply Loss Proceeds to
payment of the Obligations if all of the following conditions are met: (i) no
Event of Default then exists; (ii) Lender reasonably determines that there will
be sufficient funds to complete the Restoration of the Property to at least
substantially to the condition it was in immediately prior to such casualty
(excluding replacement of obsolete Other Company Collateral which is not
required in connection with operating the applicable Property) and in compliance
with applicable laws (the "PRE-EXISTING CONDITION") and to timely make all
payments due under the Loan Documents during the Restoration of the affected
Property; (iii) Lender reasonably determines that the Net Tower Cash Flow of the
Properties (including rental income or business interruption insurance) will be
sufficient to pay principal and interest on the Loan and Operating Revenues of
the Properties, after the Restoration thereof to the Pre-Existing Condition,
will be sufficient to meet all operating expenses, and payments for Reserves;
and (iv) Lender determines that the Restoration of the affected Property to the
Pre-Existing Condition will be completed not later than six (6) months prior to
the Maturity Date; provided that Lender shall make Loss Proceeds available for
Restoration if the Loss Proceeds are required to be utilized for a Restoration
under the Sprint Acquisition Documents and no Event of Default is then
continuing. If Lender elects to apply Loss Proceeds to payment of the
Obligations, such application shall be made on the Payment Date immediately
following such election in accordance with the terms of the Cash Management
Agreement. Notwithstanding the foregoing to the contrary, the Borrowers may, in
their reasonable discretion, and within thirty (30) days of receipt of such Loss
Proceeds, elect not to restore or replace a Property, in which event all Loss
Proceeds held in the Loss Proceeds



Reserve Sub-Account shall be applied to payment of the Obligations on the
Payment Date immediately following such election with the required Yield
Maintenance.

     (D) Lender shall not be obligated to disburse Loss Proceeds more frequently
than once every calendar month. If Loss Proceeds are applied to the payment of
the Obligations, such application of Loss Proceeds to principal shall be with
the applicable Yield Maintenance and shall not extend or postpone the due dates
of the monthly payments due under the Note or otherwise under the Loan
Documents, or change the amounts of such payments. If Lender elects to apply all
of such insurance or condemnation proceeds toward the repayment of the
Obligations, the Borrowers shall (subject to compliance with SECTION 11.4) be
entitled to obtain from Lender a Property Release (without representation or
warranty) of the applicable Property from the Lien of the Deed of Trust relating
to such Property (in which event the Borrowers shall not be obligated to restore
the applicable Property pursuant to Section 5.5(B) above) provided that the
Borrowers pay to Lender (with the required Yield Maintenance) the amount, if
any, by which the Release Price for such Property exceeds the Loss Proceeds
received by Lender and applied to repayment of the Obligations. Any amount of
Loss Proceeds remaining in Lender's possession after full and final payment and
discharge of all Obligations shall be refunded to, or as directed by, the
Borrowers or otherwise paid in accordance with applicable law. If the Property
is sold at foreclosure or if Lender acquires title to the Property, Lender shall
have all of the right, title and interest of the applicable Borrower in and to
any Loss Proceeds and unearned premiums on Insurance Policies.

     (E) In no event shall Lender be obligated to make disbursements of Loss
Proceeds in excess of an amount equal to the costs actually incurred from time
to time for work in place as part of the Restoration, as certified by the
Borrowers, less a retainage equal to the greater of (x) the actual retainage
required pursuant to the permitted contract, or (y) ten percent (10%) of such
costs incurred until the Restoration has been completed. The retainage shall in
no event be less than the amount actually held back by the Borrowers from
contractors, subcontractors and materialmen engaged in the Restoration. The
retainage shall not be released until Lender is reasonably satisfied that the
Restoration has been completed in accordance with the provisions of this Section
5.5 and that all approvals necessary for the re-occupancy and use of the
Property have been obtained from all appropriate governmental authorities, and
Lender receives final lien waivers and such other evidence reasonably
satisfactory to Lender that the costs of the Restoration have been paid in full
or will be paid in full out of the retainage.

SECTION 5.6 INSPECTION. Each Borrower shall permit any authorized
representatives designated by Lender to visit and inspect during normal business
hours its Properties and its business, including its financial and accounting
records, and to make copies and take extracts therefrom and to discuss its
affairs, finances and business with its officers and independent public
accountants (with such Borrower's representative(s) present), at such reasonable
times during normal business hours and as often as may be reasonably requested,
provided that same is conducted in such a manner as to not unreasonably
interfere with the Borrowers' business. Unless an Event of Default has occurred
and is continuing, Lender shall provide advance written notice of at least three
(3) Business Days prior to visiting or inspecting any Property or such
Borrower's offices.



SECTION 5.7 COMPLIANCE WITH LAWS AND CONTRACTUAL OBLIGATIONS. The Borrowers will
(A) comply with the requirements of all present and future applicable laws,
rules, regulations and orders of any governmental authority in all jurisdictions
in which it is now doing business or may hereafter be doing business, other than
those laws, rules, regulations and orders the noncompliance with which
collectively could not reasonably be expected to have, either individually or in
the aggregate, a Material Adverse Effect, (B) maintain all licenses and permits
now held or hereafter acquired by any Borrower, the loss, suspension, or
revocation of which, or failure to renew, in the aggregate could have a Material
Adverse Effect and (C) perform, observe, comply and fulfill all of its material
obligations, covenants and conditions contained in any Contractual Obligation.

SECTION 5.8 FURTHER ASSURANCES. The Borrowers shall, from time to time, execute
and/or deliver such documents, instruments, agreements, financing statements,
and perform such acts as Lender at any time may reasonably request to evidence,
preserve and/or protect the Collateral at any time securing or intended to
secure the Obligations and/or to better and more effectively carry out the
purposes of this Loan Agreement and the other Loan Documents.

SECTION 5.9 PERFORMANCE OF AGREEMENTS AND LEASES. Each Borrower Party shall duly
and punctually perform, observe and comply in all material respects with all of
the terms, provisions, conditions, covenants and agreements on its part to be
performed, observed and complied with (i) hereunder and under the other Loan
Documents to which it is a party, (ii) under all Material Agreements and
Material Leases and (iii) all other agreements entered into or assumed by such
Person in connection with the Properties, and will not suffer or permit any
material default or event of default (giving effect to any applicable notice
requirements and cure periods) to exist under any of the foregoing except where
the failure to perform, observe or comply with any agreement referred to in this
clause (iii) would not reasonably be expected to have a Material Adverse Effect.
Notwithstanding the foregoing to the contrary, the Borrowers shall be permitted
to terminate any Site Management Agreement which the Borrowers reasonably deem
necessary in accordance with prudent business practices, provided that (i) the
Borrowers provide written notice to Lender of such determination not later than
thirty (30) days prior to such termination, (ii) together with such notice the
Borrowers provide supporting information reasonably acceptable to Lender that
following such termination the DSCR will be equal to or greater than the DSCR
immediately prior to such termination, (iii) if (1) the aggregate Allocated Loan
Amount with respect to (x) each such Property for which termination has occurred
under this Section 5.9, Section 5.23(A), and Section 5.24(A), and (y) the
Property for which a termination is proposed, is greater than five percent (5%)
of the Principal Amount of the Loan at Closing, or (2) at least seventy-eight
percent (78%) of the Operating Revenues of the Properties that remain following
a proposed termination do not consist of telephony revenues, the Borrowers have
delivered a Rating Confirmation, and (iv) following such termination, such
Property will be owned and managed by a Person other than the Borrowers or any
of their Affiliates. In connection with any sale permitted pursuant to the terms
of this Section 5.9, the Borrowers may sell any Other Company Collateral
associated with the applicable Property and no longer required in connection
with the operation of the Borrowers' business.

SECTION 5.10 LEASES. Any Rents which constitute Advance Rents Reserve Deposits
shall be deposited into the Advance Rents Reserve Sub-Account to be applied in
accordance with the Cash Management Agreement. The Borrowers, at Lender's
request, shall furnish Lender with



executed copies of all Leases hereafter made. Each new Lease other than (x) the
addition of new sites pursuant to existing master Leases, or (y) Governmental
Leases, shall specifically provide that such Lease (i) is subordinate to the
Deeds of Trust, provided that Lender agrees not to disturb the applicable
tenant's possession for so long as tenant is not in default under the terms of
the applicable lease (as evidenced by an agreement substantially in the form of
EXHIBIT E (an "SNDA"); (ii) that the tenant attorns to Lender; (iii) that the
attornment of the tenant shall not be terminated by foreclosure; and (iv) that
in no event shall Lender, as holder of the Deeds of Trust or as successor
landlord, be liable to the tenant for any act or omission of any prior landlord
or for any liability or obligation of any prior landlord occurring prior to the
date that Lender or any subsequent owner acquires title to the Property. On the
Closing Date and at such other times as shall be required by applicable law
(including upon replacement of the Manager), Lender shall execute a power of
attorney (in the form of EXHIBIT F) enabling Manager (on behalf of Lender) to
execute SNDAs in the form of EXHIBIT E (with the appropriate information
completed therein) without any material changes being made to the form.

SECTION 5.11 MANAGEMENT AGREEMENT.

     (A) The Borrowers shall cause Manager to manage the Properties in
accordance with the Management Agreement. The Borrowers shall (i) perform and
observe all of the material terms, covenants and conditions of the Management
Agreement on the part of each Borrower to be performed and observed, (ii)
promptly notify Lender of any notice to any of the Borrowers of any material
default under the Management Agreement of which it is aware, and (iii) prior to
termination of the Manager in accordance with Section 5.11(C) hereof, Borrower
shall renew the Management Agreement prior to each expiration date thereunder in
accordance with its terms. If any of the Borrowers shall default in the
performance or observance of any material term, covenant or condition of the
Management Agreement on the part of the Borrowers to be performed or observed,
then, without limiting Lender's other rights or remedies under this Agreement or
the other Loan Documents, and without waiving or releasing the Borrowers from
any of their obligations hereunder or under the Management Agreement, Lender
shall have the right, upon prior written notice to the Borrowers, but shall be
under no obligation, to pay any sums and to perform any act as may be reasonably
appropriate to cause such material conditions of the Management Agreement on the
part of the Borrowers to be performed or observed.

     (B) The Borrowers shall not surrender, terminate, cancel, or modify (other
than non-material changes), the Management Agreement, or enter into any other
Management Agreement with any new Manager (other than an Acceptable Manager), or
consent to the assignment by the Manager of its interest under the Management
Agreement, in each case without delivery of Rating Confirmations from each of
the Rating Agencies and written consent of the Lender. If at any time Lender
consents to the appointment of a new Manager, or if an Acceptable Manager shall
become the Manager, such new Manager, or the Acceptable Manager, as the case may
be, and the Borrowers shall, as a condition of Lender's consent, or with respect
to an Acceptable Manager, prior to commencement of its duties as Manager,
execute a subordination of management agreement in substantially the form
delivered in connection with the closing of the Loan.

     (C) Lender shall have the right to require that the Manager be replaced
with a Person chosen by the Borrowers (or, if an Event of Default has occurred
and is then continuing, Lender)



and reasonably acceptable to Lender, upon the earliest to occur of any one or
more of the following events: (i) an Event of Default has occurred and is then
continuing, (ii) thirty (30) days after notice from Lender to the Borrowers if
Manager has engaged in fraud, gross negligence or willful misconduct arising
from or in connection with its performance under the Management Agreement, (iii)
thirty (30) days after notice from Lender to the Borrowers if the DSCR is less
than 1.0:1 and Lender reasonably determines that such decline in the DSCR is
primarily attributable to acts or omissions of the Manager rather than factors
affecting the Borrowers' industry generally, or (iv) Manager defaults under the
Management Agreement, such default is reasonably likely to have a Material
Adverse Effect, and such default remains unremedied for thirty (30) days
following written notice to Manager.

SECTION 5.12 RESERVED.

SECTION 5.13 DEPOSITS; APPLICATION OF RECEIPTS. The Borrowers will deposit all
Receipts into, and otherwise comply with, the Accounts established from time to
time hereunder. Subject to Article VII hereof and the Cash Management Agreement,
each Borrower shall promptly apply all Receipts to the payment of all current
and past due operating expenses, and to the repayment of all sums currently due
or past due under the Loan Documents, including all payments into the Reserves.

SECTION 5.14 ESTOPPEL CERTIFICATES.

     (A) Within ten (10) Business Days following a request by Lender, the
Borrowers shall provide to Lender a duly acknowledged written statement
confirming (i) the amount of the outstanding principal balance of the Loan, (ii)
the terms of payment and maturity date of the Note, (iii) the date to which
interest has been paid, (iv) whether any offsets or defenses exist against the
Obligations, and if any such offsets or defenses are alleged to exist, the
nature thereof shall be set forth in detail and (v) that this Loan Agreement,
the Note, the Deeds of Trust and the other Loan Documents are legal, valid and
binding obligations of the Borrowers and have not been modified or amended, or
if modified or amended, describing such modification or amendments.

     (B) Within ten (10) Business Days following a written request by the
Borrowers, Lender shall provide to the Borrowers a duly acknowledged written
statement setting forth the amount of the outstanding principal balance of the
Loan, the date to which interest has been paid, and whether Lender has provided
the Borrowers with written notice of any Event of Default. Compliance by Lender
with the requirements of this Section shall be for informational purposes only
and shall not be deemed to be a waiver of any rights or remedies of Lender
hereunder or under any other Loan Document.

SECTION 5.15 INDEBTEDNESS. The Borrowers will not directly or indirectly create,
incur, assume, guaranty, or otherwise become or remain directly or indirectly
liable with respect to any Indebtedness except for the following (collectively,
"PERMITTED INDEBTEDNESS"):

     (A) The Obligations;

     (B) (i) Unsecured trade payables not evidenced by a note and arising out of
purchases of goods or services in the ordinary course of business and (ii)
Indebtedness incurred in the



financing of equipment or other personal property used at any Property in the
ordinary course of business, provided that (a) each such trade payable is
payable not later than ninety (90) days after the original invoice date and is
not overdue by more than thirty (30) days, and (b) the aggregate amount of such
trade payables and Indebtedness relating to financing of equipment and personal
property or otherwise referred to in clauses (i) and (ii) above outstanding does
not, at any time, exceed $40,000,000.

In no event shall any Indebtedness other than the Loan be secured, in whole or
in part, by the Properties or any portion thereof or interest therein,

SECTION 5.16 NO LIENS. The obligations of each Borrower under this Section are
in addition to and not in limitation of its obligations under Article XI herein.
The Borrower shall not create, incur, assume or permit to exist any Lien on or
with respect to the Properties, any other Collateral or any such direct or
indirect ownership interest in the Borrowers, except the Permitted Encumbrances.

SECTION 5.17 CONTINGENT OBLIGATIONS. Other than Permitted Indebtedness, no
Borrower Party shall directly or indirectly create or become or be liable with
respect to any Contingent Obligation excluding obligations for the benefit of
Lender hereunder.

SECTION 5.18 RESTRICTION ON FUNDAMENTAL CHANGES. Except as otherwise expressly
permitted in this Loan Agreement, no Borrower Party shall, or shall permit any
other Person to, (i) amend, modify or waive any term or provision of such
Borrower Party's partnership agreement, certificate of limited partnership,
articles of incorporation, by-laws, articles of organization, operating
agreement or other organizational documents so as to violate or permit the
violation of the single-purpose entity provisions set forth in Article IX,
unless required by law; or (ii) liquidate, wind-up or dissolve such Borrower
Party or Manager.

SECTION 5.19 TRANSACTIONS WITH RELATED PERSONS. The Borrowers shall not directly
or indirectly enter into or permit to exist any transaction (including the
purchase, sale, lease or exchange of any property or the rendering of any
service) with any Related Person of any of the Borrowers or with any director,
officer or employee of any Borrower Party, except transactions in the ordinary
course of and pursuant to the reasonable requirements of the business of the
Borrowers and upon fair and reasonable terms and are no less favorable to any of
the Borrowers than would be obtained in a comparable arm's length transaction
with a Person that is not a Related Person of any Borrower. The Borrowers shall
not make any payment or permit any payment to be made on behalf of the Borrowers
to any Related Person of any of the Borrowers when or as to any time when any
Event of Default shall exist except as may be permitted by Lender pursuant to
the terms of the Cash Management Agreement.

SECTION 5.20 BANKRUPTCY, RECEIVERS, SIMILAR MATTERS.

     (A) VOLUNTARY CASES. The Borrower Parties shall not commence any voluntary
case under the Bankruptcy Code or under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect.

     (B) INVOLUNTARY CASES, RECEIVERS, ETC. The Borrower Parties shall not apply
for, consent to, or aid, solicit, support, or otherwise act, cooperate or
collude to cause the



appointment of or taking possession by, a receiver, trustee or other custodian
for all or a substantial part of the assets of any Borrower. As used in this
Loan Agreement, an "INVOLUNTARY BORROWER BANKRUPTCY" shall mean any involuntary
case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, in which any of the Borrowers is a
debtor or any portion of the Properties is property of the estate therein. The
Borrowers shall not file a petition for, consent to the filing of a petition
for, or aid, solicit, support, or otherwise act, cooperate or collude to cause
the filing of a petition for an Involuntary Borrower Bankruptcy. In any
Involuntary Borrower Bankruptcy, no Borrower Party shall, without the prior
written consent of Lender, consent to the entry of any order, file any motion,
or support any motion (irrespective of the subject of the motion), and the
Borrowers shall not file or support any plan of reorganization. The Borrowers
having any interest in any Involuntary Borrower Bankruptcy shall do all things
reasonably requested by Lender to assist Lender in obtaining such relief as
Lender shall seek, and shall in all events vote as directed by Lender. Without
limitation of the foregoing, each such Borrower shall do all things reasonably
requested by Lender to support any motion for relief from stay or plan of
reorganization proposed or supported by Lender.

SECTION 5.21 ERISA.

     (A) NO ERISA PLANS. None of the Borrower Parties will establish any
Employee Benefit Plan or Multiemployer Plan, or will commence making
contributions to (or become obligated to make contributions to) any Employee
Benefit Plan or Multiemployer Plan.

     (B) COMPLIANCE WITH ERISA. The Borrowers shall not: (i) engage in any
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the IRC; or (ii) except as may be necessary to comply with applicable laws,
establish or amend any Employee Benefit Plan which establishment or amendment
could result in liability to the Borrowers or any ERISA Affiliate or increase
the obligation of the Borrowers, provided that the Borrower shall not be in
default of this covenant if, in either case, any portion of the Loan has been,
or will be, funded with plan assets of any employee benefit plan that either (x)
is subject to Title I of ERISA or any plan that is covered by Section 4975 of
the Code (unless the Lender is eligible to apply for one or more exemptions such
that the Loan will not constitute a nonexempt prohibited transaction under
Section 406 of ERISA) or (y) could subject a Borrower Party or its Affiliates to
an excise tax under Section 4975 of the IRC.

     (C) NO PLAN ASSETS. The Borrowers shall not at any time during the term of
this Loan Agreement become (1) an employee benefit plan defined in Section 3(3)
of ERISA which is subject to ERISA, (2) a plan as defined in Section 4975(e)(1)
of the IRC which is subject to Section 4975 of the IRC, (3) a "governmental
plan" within the meaning of Section 3(32) of ERISA or (4) an entity any of whose
underlying assets constitute "plan assets" of any such employee benefit plan,
plan or governmental plan for purposes of Title I of ERISA, Section 4975 of the
IRC or any state statutes applicable to the Borrowers regulating investments of
governmental plans.

SECTION 5.22 RESERVED



SECTION 5.23 GROUND LEASES.

     (A) MODIFICATION. Except as provided in this Section 5.23, the Borrowers
shall not modify or amend any material substantive or economic terms of, or,
subject to the terms of Section 11.5 hereof, terminate or surrender, or consent
to the termination or surrender of, any Ground Lease, in each case without the
prior written consent of Lender, which consent shall not be unreasonably
withheld, conditioned or delayed. Any such attempted or purported material
modification, amendment, or any surrender or termination of any Ground Lease
without Lender's prior written consent shall be null and void and of no force or
effect. Notwithstanding the foregoing to the contrary, the Borrowers shall be
permitted, without Lender's consent, to:

          (i) extend the terms of the Ground Leases on commercially reasonable
substantive and economic terms and, in the case of Prime Ground Leases, in
accordance with the terms of the applicable Master Lease Agreement;

          (ii) terminate any Ground Lease which the Borrowers reasonably deem
necessary in accordance with prudent business practices, provided that (a) the
Borrowers provide written notice to Lender of such determination not later than
thirty (30) days prior to such termination, (b) together with such notice the
Borrowers provide supporting information reasonably acceptable to Lender that
following such termination the DSCR will be equal to or greater than the DSCR
immediately prior to such termination, (c) if (1) the aggregate Allocated Loan
Amount of (x) each such Property for which a termination has occurred under this
Section 5.23(A), Section 5.9, and Section 5.24(A) plus (y) the Property for
which a termination is proposed is greater than five percent (5%) of the
Principal Amount of the Loan at Closing, or (2) at least seventy-eight percent
(78%) of the Operating Revenues of the Properties that remain following a
proposed termination do not consist of telephony revenues, the Borrowers have
delivered a Rating Confirmation, and (d) following such termination such
Property is not held by any Affiliate of the Borrowers. In connection with any
termination permitted pursuant to the terms of this Section 5.23(A), the
Borrowers may sell any Other Company Collateral associated with the applicable
Property and no longer required in connection with the operation of the
Borrowers' business; and

          (iii) provided no Event of Default shall have occurred and is then
continuing, increase the area of real property covered by a Ground Lease, and in
connection therewith amend and restate the existing Ground Lease or replace the
existing Ground Lease (either, an "AMENDED GROUND LEASE"), to include such
additional real property, provided that such Ground Lease is on commercially
reasonable substantive (including, by way of either an estoppel or as provided
by the terms of the Amended Ground Lease, such lender protections as were
available to Lender in the Ground Lease (or Estoppel delivered in connection
therewith) being replaced with the Amended Ground Lease) and economic terms
(taking into consideration the additional real property covered by the Amended
Ground Lease), and subject to the following conditions:

          (a) Lender shall have received at least ten (10) day's prior written
notice of the execution of the Amended Ground Lease, together with a summary of
the economic terms thereof, and, following execution and delivery of the Amended
Ground Lease, Lender shall have received a copy of the Amended Ground Lease
certified by the applicable Borrower as being



true, accurate and complete, together with an estoppel from the applicable
Ground Lessor demonstrating that the Amended Ground Lease is in full force and
effect;

          (b) on or prior to execution and delivery of the Amended Ground Lease,
Lender shall have received a database search environmental report prepared by
Martin and Associates (or another consultant reasonably acceptable to Lender) on
the real property to be included under the Amended Ground Lease, together with a
Phase I or Phase II environment assessment report (if any database search
environmental report reveals any condition that in Lender's reasonable judgment
warrants such a report) which concludes that the subject property does not
contain any Hazardous Materials (except for cleaning and other products used in
connection with the routine maintenance, operation or repair of the subject
property or the operation thereof as a tower property in full compliance with
Environmental Laws) and is not in violation of any Environmental Laws;

          (c) if the Ground Lease being replaced is with respect to a Mortgaged
Property, simultaneous with the execution and delivery of the Amended Ground
Lease, Lender shall have received an Amended Deed of Trust executed and
delivered by a duly authorized officer of the applicable Borrower encumbering
the property included under the Amended Ground Lease, together with an
endorsement to (or replacement of) the existing Title Policy in substantially
the form delivered at the time of acquisition thereof insuring the lien of the
Amended Deed of Trust, issued by the Title Company and dated as of the date of
the Amended Ground Lease;

          (d) Borrower shall pay or reimburse Lender for all reasonable costs
and expenses incurred by Lender (including, without limitation, reasonable
attorneys fees and disbursements) in connection with such Amended Ground Lease,
and all recording charges, filing fees, taxes or other expenses (including,
without limitation, mortgage and intangibles taxes and documentary stamp taxes)
payable in connection therewith; and

          (e) if the aggregate Allocated Loan Amount of all Properties for which
an Amended Ground Lease has been executed exceeds twenty percent (20%) of the
original Principal Amount of the Loan, the Borrowers shall deliver a Rating
Confirmation to Lender.

     (B) PERFORMANCE OF GROUND LEASES. The Borrowers shall fully perform, as
lessee or sublessee, as and when due each and all of its obligations under each
Ground Lease in accordance with the terms of such Ground Lease, and shall not
cause or suffer to occur any material breach or default in any of such
obligations. The Borrowers shall exercise any option to renew or extend any
Ground Lease (in the case of any Prime Ground Lease, pursuant to Borrower's
rights under the Master Lease Agreement) and if the Borrowers elect not to renew
a Ground Lease (which shall only be permitted if the Borrowers would be entitled
to terminate such Ground Lease pursuant to clause (A) above) the Borrowers shall
give Lender thirty (30) days prior written notice of the Borrowers' intention
not to renew such Ground Lease. If the Borrowers fail to renew a Ground Lease
which is required to be renewed pursuant to this Section 5.23(B), Lender shall
have the right to renew such Ground Lease on behalf of the Borrowers.
Notwithstanding that certain of the obligations of the Borrowers under this Loan
Agreement may be similar or identical to certain of the obligations of the
Borrowers under the Ground Leases, all



of the obligations of the Borrowers under this Loan Agreement are and shall be
separate from and in addition to its obligations under the Ground Leases.

     (C) NOTICE OF DEFAULT. If any of the Borrowers shall have or receive any
written notice that any Ground Lease Default has occurred, then the Borrowers
immediately shall notify Lender in writing of the same and immediately deliver
to Lender a true and complete copy of each such notice. Further, the Borrowers
shall provide such documents and information as Lender shall reasonably request
concerning the Ground Lease Default.

     (D) LENDER'S RIGHT TO CURE. If any Ground Lease Default shall occur and be
continuing, or if any Ground Lessor asserts that a Ground Lease Default has
occurred (whether or not the Borrowers question or deny such assertion), then,
subject to (i) the terms and conditions of the applicable Ground Lease, and (ii)
the Borrowers' right to terminate Ground Leases in accordance with Section
5.23(A) hereof, Lender, upon five (5) Business Days' prior written notice to the
Borrowers, unless Lender reasonably determines that a shorter period (or no
period) of notice is necessary to protect Lender's interest in the Ground Lease,
may (but shall not be obligated to) take any action that Lender deems reasonably
necessary, including, without limitation, (i) performance or attempted
performance of the applicable Borrower's obligations under the applicable Ground
Lease, (ii) curing or attempting to cure any actual or purported Ground Lease
Default, (iii) mitigating or attempting to mitigate any damages or consequences
of the same and (iv) entry upon the applicable Ground Leased Property for any or
all of such purposes. Upon Lender's request, each Borrower shall submit
satisfactory evidence of payment or performance of any of its obligations under
each Ground Lease. Lender may pay and expend such sums of money as Lender in its
sole discretion deems necessary or desirable for any such purpose, and the
Borrowers shall pay to Lender within five (5) Business Days of the written
demand of Lender all such sums so paid or expended by Lender, together with
interest thereon from the date of expenditure at the Default Rate.

     (E) LEGAL ACTION. The Borrowers shall not commence any action or proceeding
against any Ground Lessor or affecting or potentially affecting any Ground Lease
or the Borrowers' or Lender's interest therein, the effect of which could cause
an event of default or termination of any such Ground Lease, without the prior
written consent of Lender, which consent shall not be unreasonably withheld,
conditioned or delayed. The Borrowers shall notify Lender immediately if any
action or proceeding shall be commenced between any Ground Lessor and any
Borrower, or affecting or potentially affecting any Ground Lease or any
Borrower's or Lender's interest therein (including, without limitation, any case
commenced by or against any Ground Lessor under the Bankruptcy Code). Lender
shall have the option, exercisable upon notice from Lender to the Borrowers, to
participate in any such action or proceeding with counsel of Lender's choice.
The Borrowers shall cooperate with Lender, comply with the reasonable
instructions of Lender, execute any and all powers, authorizations, consents or
other documents reasonably required by Lender in connection therewith, and shall
not settle any such action or proceeding without the prior written consent of
Lender, which consent shall not be unreasonably withheld, conditioned or
delayed.



     (F) BANKRUPTCY.

          (i) If any Ground Lessor shall reject any Ground Lease under or
pursuant to Section 365 of the Bankruptcy Code, the Borrowers shall not (and in
the case of a Prime Ground Lease, to the extent within the Borrowers' control,
Borrower shall not suffer any Sub-Prime Ground Lessor to) elect to treat the
Ground Lease as terminated but shall elect to remain in possession of the
applicable Ground Leased Property and the leasehold estate under such Ground
Lease. The lien of the Deed of Trust covering such Property does and shall
encumber and attach to all of the Borrowers' rights and remedies at any time
arising under or pursuant to Section 365 of the Bankruptcy Code, including
without limitation, all of such Borrower's rights to remain in possession of
such Property and the leasehold estate.

          (ii) The Borrowers acknowledge and agree that in any case commenced by
or against the Borrowers under the Bankruptcy Code, Lender by reason of the
liens and rights granted under the Deed of Trust covering such Property and the
Loan Documents shall have a substantial and material interest in the treatment
and preservation of such Borrower's rights and obligations under such Ground
Lease, and that such Borrower shall, in any such bankruptcy case, provide to
Lender immediate and continuous reasonably adequate protection of such
interests. Each Borrower and Lender agree that such adequate protection shall
include but shall not necessarily be limited to the following:

          (a) Lender shall be deemed a party to the Ground Lease (but shall not
have any obligations thereunder) for purposes of Section 365 of the Bankruptcy
Code, and shall, provided that, prior to an Event of Default, no such action by
Lender would adversely and materially affect the Borrowers' ability to
prosecute, or defend, any such claims asserted therein, have standing to appear
and act as a party in interest in relation to any matter arising out of or
related to the Ground Lease or such Property.

          (b) The Borrowers shall serve Lender with copies of all notices,
pleadings and other documents relating to or affecting the Ground Lease or the
applicable Property. Any notice, pleading or document served by the Borrowers on
any other party in the bankruptcy case shall be contemporaneously served by such
Borrower on Lender, and any notice, pleading or document served upon or received
by such Borrower from any other party in the bankruptcy case shall be served by
such Borrower on Lender promptly upon receipt by such Borrower.

          (c) Upon written request of Lender, the Borrowers shall assume (or, in
the case of a Prime Ground Lease, to the extent within the Borrowers' control,
assume pursuant to its rights under the Master Lease Agreement or cause the
lessor under the Master Lease Agreement to assume) the Ground Lease, and shall
take such steps as are necessary to preserve such Borrower's right to assume the
Ground Lease, including without limitation using commercially reasonable efforts
to obtain extensions of time to assume or reject the Ground Lease under
Subsection 365(d) of the Bankruptcy Code to the extent it is applicable.

          (iii) If the Borrowers or the applicable Ground Lessor seeks to reject
any Ground Lease or have the Ground Lease deemed rejected, then prior to the
hearing on such rejection Lender shall, subject to applicable law, be given no
less than twenty (20) days' notice and opportunity to elect in lieu of rejection
to have the Ground Lease assumed and assigned to a



nominee of Lender. If Lender shall so elect to assume and assign the Ground
Lease, then the Borrowers shall, subject to applicable law, continue any request
to reject the Ground Lease until after the motion to assume and assign has been
heard. If Lender shall not elect to assume and assign the Ground Lease, then
Lender may, subject to applicable law, obtain in connection with the rejection
of the Ground Lease a determination that the applicable Ground Lessor, at
Lender's option, shall (1) agree to terminate the Ground Lease and enter into a
new lease with Lender on the same terms and conditions as the Ground Lease, for
the remaining term of the Ground Lease, or (2) treat the Ground Lease as
breached and provide Lender with the rights to cure defaults under the Ground
Lease and to assume the rights and benefits of the Ground Lease.

          Each Borrower shall join with and support any request by Lender to
grant and approve the foregoing as necessary for adequate protection of Lender's
interests. Notwithstanding the foregoing, Lender may seek additional terms and
conditions, including such economic and monetary protections as it deems
reasonably appropriate to adequately protect its interests, and any request for
such additional terms or conditions shall not delay or limit Lender's right to
receive the specific elements of adequate protection set forth herein.

          Each Borrower hereby appoints Lender as its attorney in fact to act on
behalf of Lender in connection with all matters relating to or arising out of
the assumption or rejection of any Ground Lease, in which the other party to the
lease is a debtor in a case under the Bankruptcy Code. This grant of power of
attorney is present, unconditional, irrevocable, durable and coupled with an
interest.

     (G) REGARDING MASTER LEASE AGREEMENTS. In addition to the other provisions
of this Section 5.23, the following shall apply with respect to each Master
Lease Agreement:

          (i) The Borrowers shall enforce the Master Lease Agreement and will
not terminate, modify, cancel, change, supplement, alter or amend the Master
Lease Agreement, or waive, excuse, condone or in any way release or discharge
the Master Lessor of or from any of the material covenants and conditions to be
performed or observed by Master Lessor to the extent such action would have a
material adverse impact on Lender's interest in the Collateral. The Borrowers
hereby grant, mortgage, bargain, sell, assign and set over to Lender, all of the
Borrowers' interests in the Master Lease Agreement. The assignment of the
Borrowers' interest set forth in this Section is an absolute, unconditional and
present assignment from the Borrowers to Lender and not an assignment for
security and the existence or exercise of the Borrowers' revocable license to
take all actions with respect to the Master Lease Agreement shall not operate to
subordinate this assignment to any subsequent assignment. The exercise by Lender
of any of its rights or remedies pursuant to this Section shall not be deemed to
make Lender a mortgagee-in-possession. So long as no Event of Default shall
exist, the Borrowers shall have a revocable license to take all actions with
respect to the Master Lease Agreement subject to the terms of this Agreement and
the Deeds of Trust and subject to Lender's rights as a "Lessee Lender" which are
granted to each "Lessee Lender" pursuant to the Master Lease Agreement. Any
surrender of the leasehold estate created by the Master Lease Agreement or
termination, cancellation, modification, change, supplement, alteration or
amendment of the Master Lease Agreement without the prior written consent of
Lender shall be void and of no force and effect.



          (ii) Lender shall have the right, but not the obligation (unless and
until Lender takes control of one or more Properties), to perform any
obligations of the Borrowers under the terms of the Master Lease Agreement
during the continuance of a default under the Master Lease Agreement, a Default
or Event of Default. All costs and expenses (including, without limitation,
reasonable attorneys' fees and expenses) so incurred, shall be treated as an
advance secured by the Deeds of Trust, shall bear interest thereon at the
Default Rate from the date of payment by Lender until paid in full and shall be
paid by the Borrowers to Lender during the continuance of an Event of Default
within ten (10) days after demand. No performance by Lender of any obligations
of the Borrowers under the Master Lease Agreement shall constitute a waiver of
any Event of Default arising by reason of Borrower's failure to perform the
same. If Lender shall make any payment or perform any act or take action in
accordance with this Section 5.23(G), Lender will notify the Borrowers of the
making of any such payment, the performance of any such act, or the taking of
any such action. In any such event, subject to the terms of the Master Lease
Agreement, and the rights of lessees, sublessees and other occupants under the
Leases, Lender and any Person designated by Lender shall have, and are hereby
granted, the right to enter upon the Property at any time and from time to time
for the purpose of taking any such action.

          (iii) To the extent permitted by law, the price payable by the
Borrowers or any other Person in the exercise of any right of redemption
following foreclosure of the Property shall include all amounts paid under the
Master Lease Agreement and other sums advanced by Lender on behalf of the
Borrowers, together with interest thereon at the Default Rate.

          (iv) Unless Lender shall otherwise consent, the fee or leasehold title
and the leasehold or subleasehold estate, as applicable, in each of the
Properties shall not merge but shall always be kept separate and distinct,
notwithstanding the union of said estates either in Master Lessor or in the
Borrowers or Lender, or in a third party, by purchase (in either estate) or
otherwise.

          (v) If the Master Lessor shall deliver to Lender a copy of any notice
of default sent by the Master Lessor to the Borrowers, as tenants under the
Master Lease Agreement, such notice shall constitute full protection to Lender
for any action taken or omitted to be taken by Lender, in good faith in
accordance with this Agreement, in reliance thereon.

          (vi) The Borrowers hereby assigns, transfers and sets over to Lender
all of the Borrowers' claims and rights to the payment of damages arising from
any rejection by the Master Lessor of the Master Lease Agreement under the
Bankruptcy Code. The Borrowers shall notify Lender promptly (and in any event
within ten (10) days) of any claim, suit, action or proceeding relating to the
rejection of the Master Lease Agreement. Lender is hereby irrevocably appointed
as the Borrowers' attorney-in-fact, coupled with an interest, with exclusive
power to file and prosecute (during the existence of an Event of Default), to
the exclusion of the Borrowers, any proofs of claim, complaints, motions,
applications, notices and other documents, in any case in respect of the Master
Lessor under the Bankruptcy Code. The Borrowers may make any compromise or
settlement in connection with such proceedings (subject to Lender's approval);
provided, however, that Lender shall be authorized and entitled to compromise or
settle any such proceeding if such compromise or settlement is made after the
occurrence and during the continuance of an Event of Default. The Borrowers
shall promptly execute and



deliver to Lender any and all instruments reasonably required in connection with
any such proceeding after request therefor by Lender. Except as set forth above,
the Borrowers shall not adjust, compromise, settle or enter into any agreement
with respect to such proceedings without the prior written consent of Lender,
which consent shall not be unreasonably withheld or delayed.

          (vii) If pursuant to Section 365(h)(2) of the Bankruptcy Code, the
Borrowers seek to offset against the rent reserved in the Master Lease Agreement
the amount of any damages caused by the non-performance by the Master Lessor of
any of the Master Lessor's obligations under the Master Lease Agreement after
the rejection by the Master Lessor of the Master Lease Agreement under the
Bankruptcy Code, the Borrowers shall, prior to effecting such offset, notify
Lender of their intention to do so, setting forth the amounts proposed to be so
offset and the basis therefor. If Lender has failed to object as aforesaid
within ten (10) days after notice from the Borrowers in accordance with the
first sentence of this clause (vii), the Borrowers may proceed to effect such
offset in the amounts set forth in the Borrowers' notice. Neither Lender's
failure to object as aforesaid nor any objection or other communication between
Lender and the Borrowers relating to such offset shall constitute an approval of
any such offset by Lender. The Borrowers shall indemnify and save Lender
harmless from and against any and all claims, demands, actions, suits,
proceedings, damages, losses, costs and expenses of every nature whatsoever
(including, without limitation, reasonable attorneys' fees and disbursements)
arising from or relating to any such offset by the Borrowers against the rent
reserved in the Master Lease Agreement.

          (viii) Effective upon the entry of an order for relief in respect of
the Borrowers under the Bankruptcy Code, the Borrowers hereby assign and
transfer to Lender a non-exclusive right to apply to the appropriate bankruptcy
court under Section 365(d)(4) of the Bankruptcy Code for an order extending the
period during which the Master Lease Agreement may be rejected or assumed.

          (ix) In the event that the Borrowers or any Affiliate of the Borrowers
or any Person Controlled by the Borrowers or any Person holding a direct or
indirect (through intervening entities) legal or beneficial interest in the
Borrowers (or family members of such Persons) acquires any economic interest,
whether directly or indirectly (through intervening entities), in Master Lessor,
the Borrowers shall provide immediate written notice thereof to Lender and
Lender shall have the right to act for the Borrowers with respect to any
arbitration or other legal or administrative proceedings under the Master Lease
Agreement.

SECTION 5.24 EASEMENTS.

     (A) MODIFICATION. Except as provided in this Section 5.24, the Borrowers
shall not modify or amend any material substantive or economic terms of, or,
subject to the terms of Section 11.5 hereof, terminate or surrender any
Easement, in each case without the prior written consent of Lender, which
consent shall not be unreasonably withheld, conditioned or delayed. Any such
attempted or purported material modification, amendment, or any surrender or
termination of any Easement without Lender's prior written consent shall be null
and void and of no force or effect. Notwithstanding the foregoing to the
contrary, the Borrowers shall be permitted, without Lender's consent, to:



          (i) extend the terms of the Easement on commercially reasonable
substantive and economic terms;

          (ii) terminate any Easement which the Borrowers reasonably deem
necessary in accordance with prudent business practices, provided that (i) the
Borrowers provide written notice to Lender of such determination not later than
thirty (30) days prior to such termination, (ii) together with such notice the
Borrowers provide supporting information reasonably acceptable to Lender that
following such termination the DSCR will be equal to or greater than the DSCR
immediately prior to such termination, (iii) if (1) the aggregate Allocated Loan
Amount with respect to (x) each such Property for which a termination has
occurred under this Section 5.24(A), Section 5.9 and Section 5.23(A) and (y) the
Property for which a termination is proposed is greater than five percent (5%)
of the Principal Amount of the Loan at Closing, or (2) at least seventy-eight
percent (78%) of the Operating Revenues of the Properties that remain following
a proposed termination do not consist of telephony revenues, the Borrowers have
delivered a Rating Confirmation, and (iv) following such termination such
Property is not held by any Affiliate of the Borrowers. In connection with any
termination permitted pursuant to the terms of this Section 5.24(A), the
Borrowers may sell any Other Company Collateral associated with the applicable
Property and no longer required in connection with the operation of the
Borrowers' business.

          (iii) provided no Event of Default shall have occurred and is then
continuing, increase the area of real property covered by an Easement, and in
connection therewith amend and restate or replace the existing agreement
establishing the Easement (an "AMENDED EASEMENT"), to include such additional
real property, provided that such Amended Easement is on commercially reasonable
substantive and economic terms (taking into consideration the additional real
property covered by the Amended Easement), and subject to the following
conditions:

          (a) Lender shall have received at least ten (10) day's prior written
notice of the execution of the Amended Easement, together with a summary of the
economic terms thereof, and, following execution and delivery of the Amended
Easement, Lender shall have received a copy of the Amended Easement certified by
the applicable Borrower as being true, accurate and complete;

          (b) on or prior to execution and delivery of the Amended Easement,
Lender shall have received a database search environmental report prepared by
Martin and Associates (or another consultant reasonably acceptable to Lender) on
the real property to be included under the Amended Easement, together with a
Phase I or Phase II environment assessment report (if any database search
environmental report reveals any condition that in Lender's reasonable judgment
warrants such a report) which concludes that the subject property does not
contain any Hazardous Materials (except for cleaning and other products used in
connection with the routine maintenance, operation or repair of the subject
property or the operation thereof as a tower property in full compliance with
Environmental Laws) and is not in violation of any Environmental Laws;

          (c) if the Easement being replaced is with respect to a Mortgaged
Property, on or prior to execution and delivery of the Amended Easement, Lender
shall have received a



current survey (together with legal description) for the property proposed to be
included under the Amended Easement, certified to the title company and Lender
and their successors and assigns, prepared by a professional land surveyor
licensed in the state in which the applicable Property is located;

          (d) if the Easement being replaced is with respect to a Mortgaged
Property, simultaneous with the execution and delivery of the Amended Easement,
Lender shall have received an Amended Deed of Trust executed and delivered by a
duly authorized officer of the applicable Borrower encumbering the property
included under the Amended Easement, together with an endorsement to (or
replacement of) the existing Title Policy in substantially the form delivered in
connection with the acquisition thereof insuring the lien of the Amended Deed of
Trust, issued by the Title Company and dated as of the date of the Amended
Easement;

          (e) Borrower shall pay or reimburse Lender for all reasonable costs
and expenses incurred by Lender (including, without limitation, reasonable
attorneys fees and disbursements) in connection with such Amended Easement, and
all recording charges, filing fees, taxes or other expenses (including, without
limitation, mortgage and intangibles taxes and documentary stamp taxes) payable
in connection therewith; and

          (f) if the aggregate Allocated Loan Amount of all Properties for which
an Amended Easement has been executed exceeds twenty percent (20%) of the
original Principal Amount of the Loan, the Borrowers shall deliver a Rating
Confirmation to Lender.

     (B) PERFORMANCE OF EASEMENTS. The Borrowers shall fully perform as and when
due each and all of its obligations under each Easement in accordance with the
terms of such Easement, and shall not cause or suffer to occur any material
breach or default in any of such obligations. Notwithstanding that certain of
the obligations of the Borrowers under this Loan Agreement may be similar or
identical to certain of the obligations of the Borrowers under the Easements,
all of the obligations of the Borrowers under this Loan Agreement are and shall
be separate from and in addition to its obligations under the Easements.

     (C) NOTICE OF DEFAULT. If any of the Borrowers shall have or receive any
written notice that any Easement Default has occurred, then the Borrowers
immediately shall notify Lender in writing of the same and immediately deliver
to Lender a true and complete copy of each such notice. Further, the Borrowers
shall provide such documents and information as Lender shall reasonably request
concerning the Easement Default.

     (D) LENDER'S RIGHT TO CURE. If any Easement Default shall occur and be
continuing, or if the fee owner asserts that an Easement Default has occurred
(whether or not the Borrowers question or deny such assertion), then, subject to
the terms and conditions of the applicable Easement Lender, upon five (5)
Business Days' prior written notice to the Borrowers, unless Lender reasonably
determines that a shorter period (or no period) of notice is necessary to
protect Lender's interest in the Easement, may (but shall not be obligated to)
take any action that Lender deems reasonably necessary, including, without
limitation, (i) performance or attempted performance of the applicable
Borrower's obligations under the applicable Easement, (ii) curing or attempting
to cure any actual or purported Easement Default, (iii) mitigating or attempting
to mitigate any damages or consequences of the same and (iv) entry upon the
applicable Property



for any or all of such purposes. Upon Lender's request, each Borrower shall
submit satisfactory evidence of payment or performance of any of its obligations
under each Easement. Lender may pay and expend such sums of money as Lender in
its sole discretion deems necessary or desirable for any such purpose, and the
Borrowers shall pay to Lender within five (5) Business Days of the written
demand of Lender all such sums so paid or expended by Lender, together with
interest thereon from the date of expenditure at the Default Rate.

SECTION 5.25 MASTER LEASE SITES; MORTGAGED PROPERTIES.

     (A) ADDITION OF MASTER LEASE SITES AS MORTGAGED PROPERTIES. The Borrowers
shall, pursuant to the terms of the Sprint Acquisition Documents, enter into
those certain Master Lease and Sublease Agreements (each, a "MASTER LEASE
AGREEMENT") whereby (a) the Master Lease Sites will be leased to the Borrowers,
(b) the Borrowers will be assigned all Collocation Agreements and Tower Related
Assets and all Assumed Liabilities relating to the applicable Master Lease
Sites, (c) the Borrowers shall have the right to operate the Pre-Lease Sites and
all Collocation Agreements relating to the Pre-Lease Sites and (d) the Borrowers
shall be assigned all Assumed Liabilities with respect to the Pre-Lease Sites.
Upon the execution of each new Master Lease Agreement and compliance with the
requirements of this Section 5.25, the Master Lease Sites contained therein
shall become Mortgaged Properties under this Agreement.

     (B) NOTICE OF ADDITION OF MASTER LEASE SITES. In connection with any
Conversion, or Non-Contributable Site Conversion, in either case where a site
will become a Master Lease Site, Borrower shall give Lender revocable notice
substantially in the form of EXHIBIT H (a "NOTICE OF CONVERSION") specifying and
accompanied by the following:

          (i) the proposed date upon which such site shall become a Master Lease
Site, which such date may be extended from time to time by Borrower upon written
notice to Lender;

          (ii) a report specifying for each of the Conversion Properties the
"Tower Identifier" (name/ID);

          (iii) if not previously provided to Lender, a database search
environmental report prepared by Martin and Associates (or another consultant
reasonably acceptable to Lender) on the real property where each such Tower is
located (together with a Phase I or Phase II environment assessment report if
any database search environmental report reveals any condition that in Lender's
reasonable judgment warrants such a report), which concludes that each Master
Lease Site does not contain any Hazardous Materials (except for cleaning and
other products used in connection with the routine maintenance, operation or
repair of the Master Lease Site) and is not in material violation of any
Environmental Laws;

          (iv) a copy of each engineering report (if any) obtained by the
Borrowers with respect to such Master Lease Site; and

          (v) an calculation of the Allocated Loan Amount for each Conversion
Property.

     (C) REQUIRED DELIVERIES IN CONNECTION WITH CONVERSION PROPERTIES. For each
Conversion Property, Borrower shall deliver to Lender:



          (i) within sixty (60) days of the Conversion Closing Date, a Deed of
Trust for each Conversion Property, executed and delivered by a duly authorized
officer of Borrower which shall be:

               (a)  if a Securitization has not yet occurred, prior to the
                    Securitization Outside Date, in the name of the
                    securitization trustee provided to Borrower; and

               (b)  if a Securitization has not occurred and the Securitization
                    Outside Date has passed, in the name of Lender, as
                    collateral agent;

          (ii) within the later of (a) the Conversion Closing Date or (b) six
(6) months of the Closing Date, a Title Policy in the form of (EXHIBIT I) dated
as of the Conversion Closing Date (with coverage in the amount of the Allocated
Loan Amount together with evidence that all premiums in respect of the Title
Policies shall have been paid) for each of the Properties for which title has
been ordered as indicated on SCHEDULE 4.25; provided that the Borrowers shall
not be required to obtain Title Policies with respect to Properties with
Allocated Purchase Prices in excess of eighty-percent (80%) of the aggregate
Allocated Purchase Prices of all Properties as of the Closing Date;

          (iii) valid certificates of insurance indicating that the requirements
for the Insurance Policies required hereunder have been satisfied with respect
to each Conversion Property;

          (iv) payments or reimbursement to Lender, to the extent invoiced, of
all reasonable fees, costs and expenses incurred by Lender (including, without
limitation, reasonable attorneys fees and disbursements) in connection with the
Conversion Property, and all recording charges, filing fees, taxes or other
expenses (including, without limitation, mortgage and intangible taxes and
documentary stamp taxes) payable in connection with the applicable Deeds of
Trust shall have been paid;

          (v) a copy of the applicable Master Lease Agreement (or amendment
thereto) adding the applicable Conversion Property.

     (D) FORMAT FOR NOTICES/DELIVERIES. All notices and deliveries required
pursuant to the terms of this Section 5.25 may be provided by (i) electronic
delivery, (ii) access to a dedicated electronic documentation web-based site
(provided that confirmation of such access together with any required access
code is delivered to Lender within the time periods provided herein), or (iii)
as provided pursuant to Section 14.5 hereof (which may include delivery in
digital media form).

     (E) UPDATES OF REPRESENTATIONS. In connection with the delivery of Deeds of
Trust and the conversion of any Property to a Mortgaged Property during the term
hereof, the Borrowers shall deliver to Lender on the first (1st) Business Day of
each calendar month (commencing in August 2005) an Officer's Certificate
updating the representations and warranties contained in Section 4.25 hereof
with respect to any Property converted to a Mortgaged Property during the period
following delivery of the most recent Officer's Certificate



related thereto, including additions, if any, to the Schedules related to the
representations and warranties set forth in Section 4.25.

SECTION 5.26 LENDER'S EXPENSES. The Borrowers shall pay, on demand by Lender,
all reasonable out-of-pocket expenses, charges, costs and fees (including
reasonable attorneys' fees and expenses) in connection with the negotiation,
documentation, closing, administration, servicing, enforcement interpretation,
and collection of the Loan and the Loan Documents, and in the preservation and
protection of Lender's rights hereunder and thereunder. Without limitation the
Borrowers shall pay all costs and expenses, including reasonable attorneys'
fees, incurred by Lender in any case or proceeding under the Bankruptcy Code (or
any law succeeding or replacing any of the same).

                                   ARTICLE VI
                                    RESERVES

SECTION 6.1 SECURITY INTEREST IN RESERVES; OTHER MATTERS PERTAINING TO RESERVES.

     (A) The Borrowers hereby pledge, assign and grant to Lender a security
interest in and to all of the Borrowers' right, title and interest in and to the
Account Collateral, including the Reserves, as security for payment and
performance of all of the Obligations hereunder and under the Note and the other
Loan Documents. The Reserves constitute Account Collateral and are subject to
the security interest in favor of Lender created herein and all provisions of
this Loan Agreement and the other Loan Documents pertaining to Account
Collateral.

     (B) In addition to the rights and remedies provided in Article VII and
elsewhere herein, upon the occurrence and during the continuance of any Event of
Default, Lender shall have all rights and remedies pertaining to the Reserves as
are provided for in any of the Loan Documents or under any applicable law.
Without limiting the foregoing, upon and at all times after the occurrence and
during the continuance of an Event of Default, Lender in its sole and absolute
discretion, may use the Reserves (or any portion thereof) for any purpose,
including but not limited to any combination of the following: (i) payment of
any of the Obligations including the Yield Maintenance (if any) applicable upon
such payment in such order as Lender may determine in its sole discretion;
provided, however, that such application of funds shall not cure or be deemed to
cure any default; (ii) reimbursement of Lender for any actual losses or expenses
(including, without limitation, reasonable legal fees) suffered or incurred as a
result of such Event of Default; (iii) payment for the work or obligation for
which such Reserves were reserved or were required to be reserved; and (iv)
application of the Reserves in connection with the exercise of any and all
rights and remedies available to Lender at law or in equity or under this Loan
Agreement or pursuant to any of the other Loan Documents. Nothing contained in
this Loan Agreement shall obligate Lender to apply all or any portion of the
funds contained in the Reserves during the continuance of an Event of Default to
payment of the Loan or in any specific order of priority.

SECTION 6.2 FUNDS DEPOSITED WITH LENDER.

     (A) INTEREST, OFFSETS. Except only as expressly provided otherwise herein,
all funds of the Borrowers which are deposited with Lock Box Account Bank as
Reserves hereunder shall



be held by Lock Box Account Bank in one or more Permitted Investments, such
Permitted Investments, prior to an Event of Default, to be as directed by the
Borrowers. All interest which accrues on the Reserves shall be taxable to the
Borrowers and shall be added to and disbursed in the same manner and under the
same conditions as the principal sum on which said interest accrued. The amount
of actual losses sustained on a liquidation of a Permitted Investment shall be
deposited by the Borrowers into the Lock Box Account no later than three (3)
Business Days following such liquidation. Additional provisions pertaining to
investments are set forth in Article VII. After repayment of all of the
Obligations, all funds held as Reserves will be promptly returned to, or as
directed by, the Borrowers.

     (B) FUNDING AT CLOSING. The Borrowers shall deposit with Lender the amounts
necessary to fund each of the Reserves as set forth below. Deposits into the
Reserves at Closing may occur by deduction from the amount of the Loan that
otherwise would be disbursed to the Borrowers, followed by deposit of the same
into the applicable Sub-Account or Account of the Lock Box Account in accordance
with the Cash Management Agreement on the Closing Date. Notwithstanding such
deductions, the Loan shall be deemed for all purposes to be fully disbursed at
Closing.

SECTION 6.3 IMPOSITIONS AND INSURANCE RESERVE. On the Closing Date, the
Borrowers shall deposit with Lock Box Account Bank $_________ and, pursuant to
the Cash Management Agreement, the Borrowers shall deposit monthly, on each
Payment Date commencing on the Payment date in the month immediately following
the Securitization, one-twelfth (1/12th) of the annual charges (as reasonably
estimated by Lender) for all Impositions (excluding, however, personal property
taxes) and all Insurance Premiums (provided that any amounts in respect of
blanket policies shall include only that portion of Insurance Premiums allocated
to the coverage provided for the Borrowers and the Properties) payable with
respect to the Properties hereunder (said funds, together with any interest
thereon and additions thereto, the "IMPOSITIONS AND INSURANCE RESERVE"). The
initial amount of the monthly deposit to be made to the Impositions and
Insurance Reserve from and after the date hereof is $_________. In connection
with any disbursements from the Acquisition Reserve for an Acquisition, the
Borrowers shall deposit a sum of money sufficient (together with future monthly
deposits) to make the payment of Impositions and Insurance Premiums with respect
to the applicable Acquisition Properties at least ten (10) Business Days prior
to the date initially due, and deliver to Lender an Officer's Certificate
setting forth in reasonable detail (a) the calculation of the required sums to
be deposited into the Impositions and Insurance Reserve with respect to such
Acquisition, and (b) the new monthly deposit amount as will be required to make
the payments on the dates contemplated by this Section 6.3, taking into
consideration such Acquisition. The Borrowers shall also deposit with Lock Box
Account Bank within ten (10) Business Days of the written demand by Lender, to
be added to and included within such reserve, a sum of money which Lender
reasonably estimates, together with such monthly deposits, will be sufficient to
make the payment of each such charge (but, with respect to blanket policies,
only that portion of the Insurance Premiums allocated to the coverage provided
for the Borrowers and the Properties) at least ten (10) Business Days prior to
the date initially due. The Borrowers shall provide Lender with bills or a
statement of amounts due for the next calendar month which shall be accompanied
by an Officer's Certificate and such other documents as may be reasonably
required to establish the amounts required to be paid in the following calendar
month at least five (5) days prior to the date on which each payment shall first
become subject to penalty or interest if not paid, or if



paid, copies of paid bills. So long as (i) no Event of Default has occurred and
is continuing, (ii) the Borrowers have provided Lender with the foregoing
materials in a timely manner, and (iii) sufficient funds are held by Lender for
the payment of the Impositions and Insurance Premiums relating to the
Properties, as applicable, Lender shall at the Borrowers' election, (x) pay said
items, (y) disburse to the Borrowers from such Reserve an amount sufficient to
pay said items, or (z) reimburse the Borrowers for items previously paid by the
Borrowers. Interest shall accrue in favor of the Borrowers on funds in the
Impositions and Insurance Reserve.

SECTION 6.4 ADVANCE RENTS RESERVE SUB-ACCOUNT. Pursuant to the Cash Management
Agreement, from and after the Securitization, the Borrowers shall deposit, or
instruct Lock Box Bank to deposit, (i) the Annual Advance Rents Reserve Deposit
not later than the third (3rd) Business Day of February of each calendar year,
and (ii) the Quarterly Advance Rents Reserve Deposit not later than the third
(3rd) Business Day of February, May, August and November of each calendar year,
such amounts to be deposited into a sub-account of the Lock Box Account (said
sub-account, the "ADVANCE RENTS RESERVE SUB-ACCOUNT") for deposit of such
Advance Rents Reserve Deposit and such Advance Rents Reserve Deposit shall be
held, allocated and disbursed in accordance with the terms and conditions of the
Cash Management Agreement. The Advance Rents Reserve Sub-Account shall be under
the sole dominion and control of Lender and/or its designee including any
Servicer of the Loan, and the Borrowers shall have no rights to control or
direct the investment or payment of funds therein except as expressly provided
herein.

SECTION 6.5 ACQUISITION RESERVE.

     (A) ESTABLISHMENT OF ACQUISITION RESERVE. On the Closing Date, the
Borrowers shall deposit with Lock Box Bank $___________________ (said funds
together with interest thereon being referred to herein as the "ACQUISITION
RESERVE"). From time to time after Closing, amounts held in the Acquisition
Reserve shall be disbursed and made available to the Borrowers solely for
payment of the Cash Purchase Price of an Acquisition in accordance with the
provisions of this Section 6.5 through the expiration of the Acquisition Period.
Upon expiration of the Acquisition Period, the Acquisition Reserve shall cease
to be available to the Borrowers at which time all amounts remaining in the
Acquisition Reserve will be applied (together with the applicable Yield
Maintenance) to the outstanding Principal Amount in accordance with Section
2.4(A).

     (B) NOTICE OF DRAW; INITIAL DELIVERIES. In connection with an Acquisition,
the Borrowers may request a disbursement from the Acquisition Reserve on any
Business Day prior to the expiration of the Acquisition Period, and Lender shall
make such disbursement, in an aggregate principal amount not to exceed the
Availability at such time, provided that the Borrowers shall give Lender a
revocable notice substantially in the form of EXHIBIT H (a "NOTICE OF DRAW")
(which Notice of Draw must be received by Lender prior to 11:00 a.m., New York
City time, two (2) Business Days prior to the proposed Acquisition Date),
specifying, and accompanied by, the following:

          (i) the amount to be disbursed from the Acquisition Reserve, which
such amount may be adjusted upward or downward by up to ten percent (10%) of
such amount (but in no case exceeding the Availability) upon written notice to
Lender received no later than one (1) Business Day prior to the requested
Acquisition Date;



          (ii) the proposed date for the Acquisition, which such date may be
extended from time to time at the request of the Borrowers upon written notice
to Lender received no later than one (1) Business Day prior to any proposed date
for an Acquisition (such date, as same may be adjusted, the "ACQUISITION DATE").

          (iii) wire instructions of the seller party to any Acquisition (or
other Persons) to which the Cash Purchase Price of such Acquisition to be
financed with such disbursement is to be provided, including any such portion
which is to be paid following consummation of such Acquisition in respect of
post closing adjustments, including, but not limited to, holdbacks and earnouts;

          (iv) a calculation of the Availability, certified by a Responsible
Officer of the Borrowers upon which Lender is entitled to rely in making such
disbursement;

          (v) a written instruction signed by a Responsible Officer of the
Borrowers directing Lender to wire the proceeds of the disbursement to the
accounts and Persons specified in the Notice of Draw;

          (vi) a report specifying for each of the applicable Acquisition
Properties being acquired pursuant to such Acquisition, (1) the "Tower
Identifier" (name/ID), (2) the Cash Purchase Price, (3) the Net Tower Cash Flow
(including the proposed Acquisition Properties), and (4) whether the Acquisition
Property will be acquired as an Owned Property, a Ground Leased Property, a
Managed Property or acquired through the acquisition of an Easement;

          (vii) a database search environmental report prepared by Martin and
Associates (or another consultant reasonably acceptable to Lender) on the real
property where each such Tower is located, (together with a Phase I or Phase II
environment assessment report if any database search environmental report
reveals any condition that in Lender's reasonable judgment warrants such a
report), which concludes that each Acquisition Property does not contain any
Hazardous Materials (except for cleaning and other products used in connection
with the routine maintenance, operation or repair of the Acquisition Property)
and is not in material violation of any Environmental Laws;

          (viii) a copy of each engineering report obtained by the Borrowers
with respect to any Acquisition Property acquired in such Acquisition; and

          (ix) a calculation of the Allocated Loan Amount for each Acquisition
Property.

     (C) DISBURSEMENT. Each disbursement shall be made on the Acquisition Date
in an amount equal to at least $100,000, subject to the satisfaction of the
following conditions:

          (i) An Officer's Certificate from the Borrowers stating that each of
the representations and warranties made by the Borrowers and the other Borrower
Parties in or pursuant to the Loan Documents shall be true and correct in all
material respects on and as of such date, and following the Acquisition Date, as
if made on and as of each such date (except (1) to the extent such
representation or warranty expressly relates to an earlier date, in which case
such representation or warranty shall be true and correct in all material
respects as of such earlier date,



and (2) the failure of any such representation and warranty to be true would not
reasonably be expected to have a Material Adverse Effect).

          (ii) No Default or Event of Default shall have occurred and be
continuing on such date or after giving effect to the disbursement requested to
be made on such date.

          (iii) Disbursement of the amount requested by the Notice of Draw is
subject to Lender receiving on or prior to the Acquisition Date the following
all in form and substance reasonably satisfactory to Lender:

          (a)  a Deed of Trust with respect to each Acquisition Property (other
               than (1) Properties which are prohibited by the applicable Ground
               Lease or Easement from being encumbered by a Deed of Trust and
               (2) Managed Properties), or if a leasehold or fee interest in any
               Acquisition Property is subsequently acquired by a Borrower,
               delivery of a Deed of Trust within a reasonable period following
               such acquisition, each executed and delivered by a duly
               authorized officer of the applicable Borrowers;

          (b)  Title Policies (containing the endorsements and affirmative
               coverages set forth in EXHIBIT I to the extent available in the
               applicable jurisdiction) for each Acquisition Property to be
               encumbered by a Deed of Trust dated as of the date of the
               Acquisition (or if a leasehold or fee interest in any Acquisition
               Property is subsequently acquired by a Borrower, within a
               reasonable period following such acquisition) with coverage in
               the amount of the Cash Purchase Price for the applicable
               Acquisition and insuring Lender (together with its successors and
               assigns) that the relevant Deed of Trust creates a valid first
               lien on the Acquisition Property encumbered thereby, free and
               clear of all exceptions from coverage other than Permitted
               Encumbrances and standard exceptions and exclusions from coverage
               (as modified by the terms of any endorsements). Lender shall also
               have received copies of the closing statements for such
               Acquisition showing that all premiums in respect of such
               endorsements and Title Policies shall have been paid as of the
               closing of such Acquisition;

          (c)  valid certificates of insurance indicating that the requirements
               for the Insurance Policies required hereunder have been satisfied
               with respect to each Acquisition Property and evidence of the
               payment of all premiums payable for the existing policy period by
               including such premium on the closing statement for such
               Acquisition;

          (d)  payment or reimbursement to Lender to the extent invoiced of all
               reasonable fees, costs and expenses incurred by Lender
               (including, without limitation, reasonable attorneys fees and
               disbursements) in connection with such Acquisition, and all
               recording charges, filing fees, taxes or other expenses
               (including, without limitation, mortgage and intangibles taxes
               and documentary stamp taxes) payable in connection with the
               applicable Deeds of Trust shall have been paid;



          (e)  evidence that each Acquisition Property that is an Owned Property
               acquired in such Acquisition constitutes a separate tax lot;

          (f)  if such Acquisition consists of the acquisition of the Capital
               Stock of any Person, in addition to the foregoing deliveries, the
               Borrowers shall have delivered (i) a Rating Confirmation, (ii) an
               assumption and joinder agreement in the form of EXHIBIT G
               executed and delivered by a duly authorized officer of the
               applicable Borrower, and (iii) good standing certificates from
               the applicable jurisdiction of formation for such Person
               (together with such resolutions and other evidence of corporate,
               limited liability company or partnership action, as applicable,
               as shall be required to complete the Acquisition);

          (g)  a calculation of the Allocated Loan Amount for each Acquisition
               Property which shall be equal to the Cash Purchase Price for the
               applicable Acquisition funded from the Acquisition Reserve
               multiplied by the quotient (expressed as a percentage) of (x) Net
               Tower Cash Flow of the applicable Property divided by (y) Net
               Tower Cash Flow of all Qualifying Acquisition Properties acquired
               in such Acquisition; provided that the Allocated Loan Amount for
               any Properties that are not Qualifying Acquisition Properties
               shall be $0.00; and

          (h)  evidence that, with respect to all Acquisition Properties, after
               giving effect to such Acquisition, (x) the average remaining term
               (including all available extensions) of the Ground Leases for
               such Properties (taken as a whole) is equal to or greater than
               fifteen (15) years, and (y) at least eighty percent (80%) of the
               Operating Revenues generated by such Properties (taken as a
               whole) comes from telephony tenants.

          (iv) Not later than forty-five (45) days following completion of an
Acquisition, the Borrowers shall, or shall cause Manager to, deliver to Lender
copies of all leases and any Ground Leases affecting any Acquisition Property
acquired in such Acquisition, certified, to the Knowledge of the Borrowers as
being true and correct.

     (D) TERMINATION OF ACQUISITION RESERVE. The Borrowers shall have the right,
upon not less than three (3) Business Days' prior written notice to Lender, to
terminate the Acquisition Reserve at which time any amounts remaining in the
Acquisition Reserve will be applied (together with the applicable Yield
Maintenance) to the outstanding Principal Amount in accordance with Section
2.4(A).

     (E) FORMAT FOR NOTICES/DELIVERIES. All notices and deliveries required
pursuant to the terms of this Section 6.5 may be provided by (i) electronic
delivery, (ii) access to a dedicated electronic documentation web-based site
(provided that confirmation of such access together with any required access
code is delivered to Lender within the time periods provided herein), or (iii)
as provided pursuant to Section 14.5 hereof (which may include delivery in
digital media form).



SECTION 6.6 RESERVED.

SECTION 6.7 RESERVED.

SECTION 6.8 CASH TRAP RESERVE. If a Cash Trap Event shall occur, then, from and
after the date that it is determined that a Cash Trap Event has occurred (which
shall be based upon the financial reporting required to be delivered pursuant to
Section 5.1(A)(iv)) and for so long as such Cash Trap Event continues to exist,
all Excess Cash Flow (except as otherwise expressly provided below) shall be
deposited with Lender (or its Servicer or agent) and held in the Lock Box
Account in accordance with the terms of the Cash Management Agreement (said
funds, together with any interest thereon, the "CASH TRAP RESERVE"). A "CASH
TRAP EVENT" shall occur as of the last day of any calendar quarter when the Debt
Service Coverage Ratio is equal to or less than the Cash Trap DSCR, and shall
continue to exist until such time as the Debt Service Coverage Ratio exceeds the
Cash Trap DSCR for two (2) consecutive calendar quarters. If as of the last day
of any calendar quarter the Debt Service Coverage Ratio is less than the Minimum
DSCR, Lender will apply any amounts in the Cash Trap Reserve to payment of the
Loan on the next Payment Date (including any required Yield Maintenance). Any
funds on deposit in the Cash Trap Reserve shall continue to be held as
additional Collateral in accordance with this Section 6.8. Provided that no
Event of Default exists and the Cash Trap DSCR test has been satisfied for two
(2) consecutive calendar quarters (as determined above), any funds remaining in
the Cash Trap Reserve shall be released to the Borrowers. The existence of a
Cash Trap Event shall be determined by Lender in its reasonable good faith
determination. Notwithstanding any provision herein to the contrary, during the
continuance of an Event of Default all funds on deposit in the Cash Trap Reserve
and any subsequent Excess Cash Flow may be applied by Lender to payment of the
Loan (including payment of Yield Maintenance, if any) or other Obligations as
Lender may elect.

                                   ARTICLE VII
                                DEPOSIT ACCOUNT;
                        LOCK BOX ACCOUNT; CASH MANAGEMENT

SECTION 7.1 ESTABLISHMENT OF DEPOSIT ACCOUNT AND LOCK BOX ACCOUNT.

     (A) (i) DEPOSIT ACCOUNT. On or before the Closing Date, and prior to the
completion of any Acquisition, one or more deposit accounts, which shall be
Eligible Accounts, shall be established at the Borrowers' sole cost and expense
in the name of Lender, as secured party hereunder (said accounts, and any
accounts replacing same in accordance with this Loan Agreement and the Deposit
Account Agreement, collectively, the "DEPOSIT ACCOUNT") with one or more
financial institutions reasonably approved by Lender (collectively, the "DEPOSIT
BANK"), pursuant to one or more agreements (collectively, the "DEPOSIT ACCOUNT
AGREEMENT") substantially similar to Lender's form or otherwise in form and
substance reasonably acceptable to Lender, executed and delivered by the
Borrowers and the Deposit Bank. The Deposit Account shall be under the sole
dominion and control of Lender (which dominion and control may be exercised by
Servicer). Among other things, the Deposit Account Agreement shall provide that
the Borrowers shall have no access to or control over the Deposit Account, that
all available funds on deposit in the Deposit Account shall be transferred by
wire transfer (or transfer via the ACH System) on each Monday, Wednesday and
Friday of each calendar week (or if such day is



not a Business day, the next such day that is a Business Day) by the Deposit
Bank into the Lock Box Account, for application in accordance with the Cash
Management Agreement. The Deposit Bank and the Lock Box Account Bank shall be
directed to deliver to the Borrowers copies of bank statements and other
information made available by the Deposit Bank and the Lock Box Account Bank
concerning the Deposit Account and the Lock Box Account, respectively.

          (ii) Each Tenant occupying space at the Properties shall be, or has
been, instructed, by irrevocable written direction, in form and substance
reasonably acceptable to Lender, to pay all Rents and other amounts owed to
Borrower directly to the Deposit Account, unless Lender shall otherwise direct
in writing. The Borrowers shall, or shall cause Manager to, send direction
letters to each Tenant until each such Tenant commences paying all required
amounts to the Deposit Account, and, if any Tenant ceases to pay such amounts to
the Deposit Account for three (3) consecutive months, shall send additional
direction letters to the applicable Tenant, until such Tenant complies with such
irrevocable written directions. The Borrowers shall cause any and all other
Receipts to be deposited promptly into the Deposit Account and in no event later
than two (2) Business Days after receipt thereof by the Borrowers or Manager. To
the extent that the Borrowers or any Person on their behalf holds any Receipts,
whether in accordance with this Loan Agreement or otherwise, the Borrowers shall
be deemed to hold the same in trust for Lender for the protection of the
interests of Lender hereunder and under the Loan Documents.

          (iii) The Borrowers shall pay all reasonable out-of-pocket costs and
expenses incurred by Lender in connection with the transactions and other
matters contemplated by this Section 7.1, including but not limited to, Lender's
reasonable attorneys' fees and expenses, and all reasonable fees and expenses of
the Deposit Bank and the Lock Box Account Bank, including without limitation
their reasonable attorneys' fees and expenses.

     (B) LOCK BOX ACCOUNT. On or before the Closing Date, pursuant to the terms
of the Cash Management Agreement, an Eligible Account shall be established in
the name of Lender, as secured party hereunder, to serve as the "Lock Box
Account" (said account, and any account replacing the same in accordance with
this Loan Agreement and the Cash Management Agreement, the "LOCK BOX ACCOUNT";
and the depositary institution in which the Lock Box Account is maintained, the
"LOCK BOX ACCOUNT BANK"). The Lock Box Account shall be under the sole dominion
and control of Lender (which dominion and control may be exercised by Servicer);
and except as expressly provided hereunder or in the Cash Management Agreement,
the Borrowers shall not have the right to control or direct the investment or
payment of funds therein during the continuance of an Event of Default. Lender
may elect to change any financial institution in which the Lock Box Account
shall be maintained if such institution is no longer an Eligible Bank, upon not
less than five (5) Business Days' notice to the Borrower. The Lock Box Account
shall be deemed to contain such sub-accounts as Lender may designate
("SUB-ACCOUNTS"), which may be maintained as separate ledger accounts and need
not be separate Eligible Accounts. The Sub-Accounts shall include the following
as more particularly described in the Cash Management Agreement:

          (i) "DEBT SERVICE SUB-ACCOUNT" shall mean the Sub-Account of the Lock
Box Account established for the purposes of reserving for payments of principal
and interest and



other amounts due under the Loan Documents (but without duplication of amounts
covered under item (ii) below); and

          (ii) "RESERVE SUB-ACCOUNTS" shall mean the Sub-Accounts of the Lock
Box Account established for the purpose of holding funds in the Reserves
including: (a) the "Imposition and Insurance Reserve Sub-Account", (b) the "Cash
Trap Reserve Sub-Account", (c) the "Advance Rents Reserve Sub-Account", and (d)
the "Loss Proceeds Reserve Sub-Account".

SECTION 7.2 APPLICATION OF FUNDS IN LOCK BOX ACCOUNT. Funds in the Lock Box
Account shall be allocated to the Sub-Accounts or the other Accounts (or paid,
as the case may be) in accordance with the Cash Management Agreement.

SECTION 7.3 APPLICATION OF FUNDS AFTER EVENT OF DEFAULT. If any Event of Default
shall occur and be continuing, then notwithstanding anything to the contrary in
this Section or elsewhere, Lender shall have all rights and remedies available
under applicable law and under the Loan Documents. Without limitation of the
foregoing, for so long as an Event of Default exists, Lender may apply any and
all Receipts in the Deposit Account, the Lock Box Account, the Cash Trap Reserve
Sub-Account, the Acquisition Reserve and any other Accounts or Sub-Accounts
against all or any portion of any of the Obligations, in any order.

                                  ARTICLE VIII
                          DEFAULT, RIGHTS AND REMEDIES

SECTION 8.1 EVENT OF DEFAULT.

     "EVENT OF DEFAULT" shall mean the occurrence or existence of any one or
more of the following:

     (A) SCHEDULED PAYMENTS. Failure of the Borrowers to pay any scheduled
payment amount when the same is due under this Loan Agreement, the Note, or any
other Loan Documents (whether such amount is interest, principal, Reserves, or
otherwise), or to pay for any Insurance Policies required pursuant to Section
5.4 hereof; or

     (B) OTHER PAYMENTS. Failure of the Borrowers to pay any amount from time to
time owing under this Loan Agreement, the Note, or any other Loan Documents
(other than amounts subject to the preceding paragraph) within ten (10) days
after written notice to the Borrowers; or

     (C) BREACH OF REPORTING PROVISIONS. Failure of any Borrower Party to
perform or comply with any term or condition contained in Section 5.1 which
continues for a period of ten (10) days after written notice to the Borrowers;
or

     (D) BREACH OF PROVISIONS REGARDING INSURANCE, TRANSFERS, LIENS, SINGLE
PURPOSE. Breach or default under any of Section 5.4, 5.10, 5.15, 5.16, 5.17,
5.18, Article IX (including with respect to Manager or Guarantor), or Section
11.1; provided that (i) in the case of an involuntary Lien under Section 5.16 or
11.1, the same shall not constitute an Event of Default if such liens, in the
aggregate, are not reasonably likely to have a Material Adverse Effect or if
within thirty (30) days after the Borrowers' receipt of notice thereof, the
Borrowers shall either



(x) cause the same to be removed of record, or (y) provide to Lender security
for the same in an amount and pursuant to terms both satisfactory to Lender in
Lender's sole discretion, and (ii) in the case of a default under Section 5.16,
such default shall not constitute an Event of Default if cured within thirty
(30) days after the occurrence thereof, provided that (x) if such default is
capable of cure but with diligence cannot be cured within such thirty (30) day
period, (y) the Borrowers (or the applicable Borrower Party) has commenced to
cure such default within such thirty (30) day period and has pursued such cure
diligently, and (z) each Borrower delivers to Lender promptly following written
demand (which demand may be made from time to time by Lender) evidence
reasonably satisfactory to Lender of the foregoing, such period may be extended
for a period not to exceed ninety (90) days after the original notice of
default; or

     (E) BREACH OF WARRANTY. Any representation, warranty, certification or
other statement made by any Borrower, Guarantor or Manager in any Loan Document
or in any statement or certificate at any time given in writing pursuant to or
in connection with any Loan Document is false as of the date made and such
breach is reasonably likely to have a Material Adverse Effect, provided that
such breach shall not constitute an Event of Default if within forty-five (45)
days of the Borrowers' Knowledge thereof (or such longer period as may be
consented to by Lender), the Borrowers' take such action as may be required to
make such representation, warranty, certification or other statement to be true
as made, which may include removing the affected Property by effectuating a
Release, Substitution or Other Property Substitution subject to the terms of
Section 11.4, Section 11.5 or Section 11.6, respectively; or

     (F) OTHER DEFAULTS UNDER LOAN DOCUMENTS. A default shall occur in the
performance of or compliance with any term contained in this Loan Agreement
(other than a default already described in another subsection of this Section
8.1) or the other Loan Documents and such default is reasonably likely to have a
Material Adverse Effect and such default is not fully cured within thirty (30)
days after receipt by the Borrowers of written notice from Lender of such
default; provided however that if (i) the default is capable of cure but with
diligence cannot be cured within such period of thirty (30) days, (ii) the
Borrowers (or the applicable Borrower Party) has commenced the cure within such
thirty (30) day period and has pursued such cure diligently, and (iii) each
Borrower delivers to Lender promptly following written demand (which demand may
be made from time to time by Lender) evidence reasonably satisfactory to Lender
of the foregoing, then such period shall be extended for so long as is
reasonably necessary for the Borrowers in the exercise of due diligence to cure
such default, but in no event beyond one hundred and twenty (120) days after the
original notice of default; or

     (G) INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC. (i) A court
enters a decree or order for relief with respect to any Borrower Party in an
Involuntary Borrower Bankruptcy, or Manager in a proceeding under the Bankruptcy
Code or under applicable bankruptcy, insolvency or other similar law where
Manager is a debtor, which decree or order is not stayed or other similar relief
is not granted under any applicable federal or state law unless dismissed within
ninety (90) days; (ii) the occurrence and continuance of any of the following
events for ninety (90) days unless dismissed or discharged within such time: (x)
an Involuntary Borrower Bankruptcy is commenced, (y) a decree or order of a
court for the appointment of a receiver, liquidator, sequestrator, trustee,
custodian or other officer having similar powers over any Borrower Party,
Manager or over all or a substantial part of its or their property, is entered,
or (z) an interim receiver, trustee or other custodian is appointed without the
consent of any



Borrower Party or Manager, applicable, for all or a substantial part of the
property of such Person; or

     (H) VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC. (i) An order for
relief is entered with respect to any Borrower Party or Manager, or any Borrower
Party or Manager commences a voluntary case under the Bankruptcy Code or any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or consents to the entry of an order for relief in an involuntary case
or to the conversion of an involuntary case to a voluntary case under any such
law or consents to the appointment of or taking possession by a receiver,
trustee or other custodian for any Borrower Party or Manager, or for all or a
substantial part of the property of any Borrower Party or Manager; (ii) any
Borrower Party or Manager makes any assignment for the benefit of creditors; or
(iii) the Board of Directors or other governing body of any Borrower Party or
Manager adopts any resolution or otherwise authorizes action to approve any of
the actions referred to in this subsection 8.1(H); or

     (I) BANKRUPTCY INVOLVING OWNERSHIP INTERESTS OR PROPERTIES. Other than as
described in either of Subsections 8.1(G) or 8.1(H), all or any portion of the
Collateral (other than Ground Leased Properties for which the Prime Ground
Lessor is the subject of a bankruptcy proceeding) becomes property of the estate
or subject to the automatic stay in any case or proceeding under the Bankruptcy
Code or any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect (provided that if the same occurs in the context of an
involuntary proceeding, it shall not constitute an Event of Default if it is
dismissed or discharged within ninety (90) days following its occurrence); or

     (J) SOLVENCY. Any Borrower Party or Manager ceases to be solvent or admits
in writing its present or prospective inability to pay its debts as they become
due; or

     (K) JUDGMENT AND ATTACHMENTS. Any lien, money judgment, writ or warrant of
attachment, or similar process is entered or filed against any Borrower Party or
any of its assets which claim is not fully covered by insurance (other than with
respect to the amount of commercially reasonable deductibles permitted
hereunder), would have a Material Adverse Effect and remains undischarged,
unvacated, unbonded or unstayed for a period of forty-five (45) days; or

     (L) INJUNCTION. The Borrowers are enjoined, restrained or in any way
prevented by the order of any court or any administrative or regulatory agency
from conducting all or any material part of their business and such order
continues for more than thirty (30) days; or

     (M) INVALIDITY OF LOAN DOCUMENTS. This Loan Agreement, any Deed of Trust or
any of the Loan Documents for any reason ceases to be in full force and effect
or ceases to be a legally valid, binding and enforceable obligation of the
Borrowers or any Lien securing the Obligations shall, in whole or in part, cease
to be a perfected first priority Lien, subject to the Permitted Encumbrances
(except in any of the foregoing cases in accordance with the terms hereof or
under any other Loan Document) which is reasonably likely to have a Material
Adverse Effect, and the Borrowers do not take all actions requested by Lender to
correct such defect within ten (10) days after the written request by Lender to
take such action, or any Person under the control of the Borrowers or Guarantor
who is a party thereto, other than Lender, denies



that it has any further liability (as distinguished from denial of the existence
of a Default or Event of Default) under any Loan Documents to which it is party,
or gives notice to such effect; or

     (N) DEFAULT UNDER MANAGEMENT AGREEMENT. Any breach or default shall occur
in the material obligations of the Borrowers under the Management Agreement, and
such breach or default either is of such a nature or continues for such a period
of time beyond applicable notice and cure periods, if any, that Manager shall
have the right to exercise material remedies as a consequence thereof; or

     (O) GROUND LEASE. Any default by any of the Borrowers beyond any applicable
grace period shall occur under any Ground Lease and the Borrowers have not
effectuated a Release or Substitution of such affected Property within
forty-five (45) days of the expiration of such grace period or, subject to
Section 5.23 or Section 11.5 hereof, any actual or attempted surrender,
termination, modification or amendment of any Ground Lease without Lender's
prior written consent; or

     (P) EASEMENTS. Any default by any of the Borrowers beyond any applicable
grace period shall occur under any Easement and the Borrowers have not
effectuated a Release or Substitution of such affected Property within
forty-five (45) days of the expiration of such grace period or, subject to
Section 5.24 or Section 11.5 hereof, any actual or attempted surrender,
termination, modification or amendment of any Easement without Lender's prior
written consent.

     (Q) MASTER LEASE AGREEMENT. Any default by any of the Borrowers beyond any
applicable grace period shall occur under the Master Lease Agreement or any
actual or attempted surrender, termination, modification or amendment of the
Master Lease Agreement occurs without Lender's prior written consent if required
hereunder.

          If more than one of the foregoing paragraphs shall describe the same
condition or event, then Lender shall have the right to select which paragraph
or paragraphs shall apply. In any such case, Lender shall have the right (but
not the obligation) to designate the paragraph or paragraphs which provide for
non-written notice (or for no notice) or for a shorter time to cure (or for no
time to cure).

SECTION 8.2 ACCELERATION AND REMEDIES.

     (A) Upon the occurrence and during the continuance of any Event of Default
described in any of Subsections 8.1(G), 8.1(H), or 8.1(I), the unpaid principal
amount of and accrued interest and fees on the Loan and all other Obligations
shall automatically become immediately due and payable, without presentment,
demand, protest, notice of intent to accelerate, notice of acceleration or other
requirements of any kind, all of which are hereby expressly waived by the
Borrowers. Upon and at any time after the occurrence of any other Event of
Default, at the option of Lender, which may be exercised without notice or
demand to anyone, all or any portion of the Loan and other Obligations shall
immediately become due and payable.



     (B) Upon the occurrence and during the continuance of an Event of Default,
all or any one or more of the rights, powers, privileges and other remedies
available to Lender against the Borrowers under this Loan Agreement (including
Article X hereof) or any of the other Loan Documents, or at law or in equity,
may be exercised by Lender at any time and from time to time, whether or not all
or any of the Obligations shall be declared due and payable, and whether or not
Lender shall have commenced any foreclosure proceeding or other action for the
enforcement of its rights and remedies under any of the Loan Documents with
respect to the Properties. Any such actions taken by Lender shall be cumulative
and concurrent and may be pursued independently, singly, successively, together
or otherwise, at such time and in such order as Lender may determine in its sole
discretion, to the fullest extent permitted by law, without impairing or
otherwise affecting the other rights and remedies of Lender permitted by law,
equity or contract or as set forth herein or in the other Loan Documents.
Without limiting the generality of the foregoing, if an Event of Default is
continuing (i) to the fullest extent permitted by law, Lender shall not be
subject to any "one action" or "election of remedies" law or rule, and (ii) all
liens and other rights, remedies or privileges provided to Lender shall remain
in full force and effect until Lender has exhausted all of its remedies against
each Property and the Deeds of Trust have been foreclosed, sold and/or otherwise
realized upon in satisfaction of the Obligations or the Obligations have been
paid in full.

     (C) Lender shall have the right from time to time to partially foreclose
the Deeds of Trust in any manner and for any amounts secured by the Deeds of
Trust then due and payable as determined by Lender in its sole discretion
including, without limitation, the following circumstances: (i) in the event the
Borrowers default beyond any applicable grace period in the payment of one or
more scheduled payments of principal and interest, Lender may foreclose the Deed
of Trust to recover such delinquent payments, or (ii) in the event Lender elects
to accelerate less than the entire outstanding principal balance of the Loan,
Lender may foreclose the Deed of Trust or any of them to recover so much of the
principal balance of the Loan as Lender may accelerate and such other sums
secured by the Deed of Trust as Lender may elect. Notwithstanding one or more
partial foreclosures, the Property shall remain subject to the Deed of Trust to
secure payment of sums secured by the Deed of Trust and not previously
recovered.

     (D) During the continuance of an Event of Default, Lender shall have the
right from time to time to sever the Note and the other Loan Documents into one
or more separate notes, mortgages and other security documents in such
denominations as Lender shall determine in its sole discretion for purposes of
evidencing and enforcing its rights and remedies provided hereunder. The
Borrowers shall execute and deliver to Lender from time to time, within ten (10)
days after the request of Lender, a severance agreement and such other documents
as Lender shall reasonably request in order to effect the severance described in
the preceding sentence, all in form and substance reasonably satisfactory to
Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their
true and lawful attorney-in-fact, coupled with an interest, in their name and
stead to make and execute all documents reasonably necessary to effect the
aforesaid severance if the Borrowers fail to do so within ten (10) days of
Lender's written request, the Borrowers ratifying all that their said
attorney-in-fact shall do by virtue thereof.

     (E) Any amounts recovered from the Properties or any other collateral for
the Loan after an Event of Default may be applied by Lender toward the payment
of any interest and/or



principal of the Loan and/or any other amounts due under the Loan Documents in
such order, priority and proportions as Lender in its sole discretion shall
determine.

     (F) The rights, powers and remedies of Lender under this Loan Agreement
shall be cumulative and not exclusive of any other right, power or remedy which
Lender may have against the Borrowers pursuant to this Loan Agreement or the
other Loan Documents, or existing at law or in equity or otherwise. Lender's
rights, powers and remedies may be pursued singly, concurrently or otherwise, at
such time and in such order as Lender may determine in Lender's sole discretion.
No delay or omission to exercise any remedy, right or power accruing upon an
Event of Default shall impair any such remedy, right or power or shall be
construed as a waiver thereof, but any such remedy, right or power may be
exercised from time to time and as often as may be deemed expedient. A waiver of
one Default or Event of Default with respect to the Borrowers shall not be
construed to be a waiver of any subsequent Default or Event of Default by the
Borrowers or to impair any remedy, right or power consequent thereon.

SECTION 8.3 PERFORMANCE BY LENDER.

     (A) Upon the occurrence and during the continuance of an Event of Default,
if any of the Borrowers shall fail to perform, or cause to be performed, any
material covenant, duty or agreement contained in any of the Loan Documents
(subject to applicable notice and cure periods), Lender may perform or attempt
to perform such covenant, duty or agreement on behalf of the Borrowers including
making protective advances on behalf of any Borrower, or, in its sole
discretion, causing the obligations of any of the Borrowers to be satisfied with
the proceeds of any Reserve. In such event, the Borrowers shall, at the request
of Lender, promptly pay to Lender, or reimburse, as applicable, any of the
Reserves, any actual amount reasonably expended or disbursed by Lender in such
performance or attempted performance, together with interest thereon at the
Default Rate (including reimbursement of any applicable Reserves), from the date
of such expenditure or disbursement, until paid. Any amounts advanced or
expended by Lender to perform or attempt to perform any such matter shall be
added to and included within the indebtedness evidenced by the applicable Note
and shall be secured by all of the Collateral securing the applicable Loan.
Notwithstanding the foregoing, it is expressly agreed that Lender shall not have
any liability or responsibility for the performance of any obligation of the
Borrowers under this Loan Agreement or any other Loan Document, and it is
further expressly agreed that no such performance by Lender shall cure any Event
of Default hereunder.

     (B) Lender may cease or suspend any and all performance required of Lender
under the Loan Documents upon and at any time after the occurrence and during
the continuance of any Event of Default.

SECTION 8.4 EVIDENCE OF COMPLIANCE. Promptly following request by Lender, each
Borrower shall provide such documents and instruments as shall be reasonably
satisfactory to Lender to evidence compliance with any material provision of the
Loan Documents applicable to the Borrowers.



                                   ARTICLE IX
               SINGLE-PURPOSE, BANKRUPTCY-REMOTE REPRESENTATIONS,
                            WARRANTIES AND COVENANTS

SECTION 9.1 APPLICABLE TO BORROWER PARTIES. The Borrowers hereby represent,
warrant and covenant as of the Closing Date and until such time as all
Obligations are paid in full, that absent express advance written waiver from
Lender, which may be withheld in Lender's sole discretion, that each Borrower
Party:

     (A) Except for properties, or interests therein, which the Borrowers have
sold and for which the Borrowers have no continuing obligations or liabilities,
has not owned, and does not own and will not own any assets other than (i) with
respect to the Borrowers, the Properties (including incidental personal property
necessary for the operation thereof and proceeds therefrom), or (ii) with
respect to the Member and the Borrowers, direct or indirect ownership interests
in the Borrowers or such incidental assets as are necessary to enable it to
discharge its obligations with respect to the Borrowers (the "OWNERSHIP
INTERESTS");

     (B) has not, and is not, engaged and will not engage in any business,
directly or indirectly, other than the ownership, management and operation of
the Properties or the Ownership Interests, as applicable, and acquisition of the
Acquisition Properties;

     (C) has not entered into, and will not enter into, any contract or
agreement with any partner, member, shareholder, trustee, beneficiary, principal
or Affiliate of any Borrower Party except upon terms and conditions that are
intrinsically fair and substantially similar to those that would be available on
an arm's-length basis with third parties other than such Affiliate (including
the Management Agreement);

     (D) has not incurred any debt (other than among the Borrowers) that remains
outstanding as of Closing and will not incur any debt, secured or unsecured,
direct or contingent (including guaranteeing any obligation), other than (i) the
Obligations, and (ii) Permitted Indebtedness;

     (E) has not made any loans or advances to any Person that remains
outstanding as of Closing and will not make any loan or advances to any Person
(including any of its Affiliates, other than among the Borrowers), and has not
acquired and will not acquire obligations or securities of any of its Affiliates
other than the other Borrower Parties;

     (F) is and reasonably expects to remain solvent and pay its own
liabilities, indebtedness, and obligations of any kind from its own separate
assets as the same shall become due;

     (G) has done or caused to be done and will do all things necessary to
preserve its existence, and will not, nor will any partner, member, shareholder,
trustee, beneficiary, or principal amend, modify or otherwise change its
partnership certificate, partnership agreement, articles of incorporation,
by-laws, articles of organization, operating agreement, or other organizational
documents in any manner with respect to the matters set forth in this Article
IX;



     (H) has continuously maintained, and shall continuously maintain, its
existence and be qualified to do business in all states necessary to carry on
its business, specifically including in the case of each Borrower, the state
where its Properties are located;

     (I) has conducted and operated, and will conduct and operate, its business
as presently contemplated with respect to the ownership of the Properties, or
the Ownership Interests, as applicable;

     (J) has maintained, and will maintain, books and records and bank accounts
(other than bank accounts established hereunder, or established by Manager
pursuant to the Management Agreement) separate from those of its partners,
members, shareholders, trustees, beneficiaries, principals, Affiliates, and any
other Person (other than the other Borrowers) and will maintain separate
financial statements except that it may also be included in consolidated
financial statements of its Affiliates;

     (K) has at all times held, and will continue to hold, itself out to the
public as, a legal entity separate and distinct from any other Person (including
any of its partners, members, shareholders, trustees, beneficiaries, principals
and Affiliates, and any Affiliates of any of the same), and not as a department
or division of any Person (other than the other Borrowers) and will correct any
known misunderstandings regarding its existence as a separate legal entity;

     (L) has paid, and will pay, the salaries of its own employees, if any;

     (M) has allocated, and will continue to allocate, fairly and reasonably any
overhead for shared office space;

     (N) has used, and will continue to use, its own stationery, invoices and
checks (other than those Borrowers who are expressly permitted to use, along
with other Borrowers only, common stationary, invoices and checks);

     (O) has filed, and will continue to file, its own tax returns with respect
to itself (or consolidated tax returns, if applicable) as may be required under
applicable law;

     (P) reasonably expects to maintain adequate capital for its obligations in
light of its contemplated business operations;

     (Q) has not sought, acquiesced in, or suffered or permitted, and will not
seek, acquiesce in, or suffer or permit, its liquidation, dissolution or winding
up, in whole or in part;

     (R) will not enter into any transaction of merger or consolidation, sell
all or substantially all of its assets, or acquire by purchase or otherwise all
or substantially all of the business or assets of, or any stock or beneficial
ownership of, any Person other than in connection with an Acquisition;

     (S) has not commingled or permitted to be commingled, and will not
commingle or permit to be commingled, its funds or other assets with those of
any other Person (other than, with respect to the Borrowers, each other
Borrower, or as may be held by Manager, as agent, for each Borrower pursuant to
the terms of the Management Agreement);



     (T) has and will maintain its assets in such a manner that it is not costly
or difficult to segregate, ascertain or identify its individual assets from
those of any other Person;

     (U) does not and will not hold itself out to be responsible for the debts
or obligations (other than the Obligations) of any other Person;

     (V) has not guaranteed or otherwise become liable in connection with any
obligation of any other Person (other than the other Borrowers) that remains
outstanding, and will not guarantee or otherwise become liable on or in
connection with any obligation (other than the Obligations) of any other Person
(other than the other Borrowers) that remains outstanding;

     (W) has not held, and, except for funds deposited into the Accounts in
accordance with the Loan Documents, shall not hold, title to its assets other
than in its name;

     (X) shall comply in all material respects with all of the assumptions,
statements, certifications, representations, warranties and covenants regarding
or made by it contained in or appended to the nonconsolidation opinion delivered
pursuant hereto;

     (Y) has conducted, and will continue to conduct, its business in its own
name; and

     (Z) has observed, and will continue to observe, all corporate, limited
liability company, or limited partnership, as applicable, formalities.

SECTION 9.2 APPLICABLE TO BORROWERS, GUARANTOR AND MANAGER. In addition to their
respective obligations under Section 9.1, each Borrower hereby represents,
warrants and covenants as of the Closing Date and until such time as all
Obligations are paid in full, that absent express advance written waiver from
Lender, which may be withheld in Lender's sole discretion:

     (A) The Borrowers, Guarantor and Manager shall not, without the prior
unanimous written consent of its board of directors, including its two (2)
Independent Directors, institute proceedings for itself to be adjudicated
bankrupt or insolvent; consent to the institution of bankruptcy or insolvency
proceedings against it; file a petition seeking, or consent to, reorganization
or relief under any applicable federal or state law relating to bankruptcy;
consent to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) for itself or a substantial part of its
property; make any assignment for the benefit of creditors; or admit in writing
its inability to pay its debts generally as they become due;

     (B) Each Borrower, Guarantor and Manager has elected and at all times shall
maintain at least two (2) Independent Directors on its board of directors, who
shall be selected by such Borrower, Guarantor, or Manager, as applicable.

     (C) Manager shall comply with the provisions of Section 9.1 applicable to
Manager and as is necessary and incidental to its performance under the
Management Agreement, provided that Manager may enter into additional management
agreements with Affiliates of the Borrowers and employ such persons and own such
assets as may be necessary or incidental thereto.



                                   ARTICLE X
                       PLEDGE OF OTHER COMPANY COLLATERAL

SECTION 10.1 GRANT OF SECURITY INTEREST/UCC COLLATERAL. The Borrowers hereby
pledge, assign and grant to Lender a security interest in and to all of the
Borrowers' fixtures and personal property (including, but not limited to all,
(i) equipment in all of its forms, now or hereafter existing, all parts thereof
and all accessions thereto, including but not limited to machinery, towers,
satellite receivers, antennas, headend electronics, furniture, motor vehicles,
aircraft and rolling stock, (ii) of the Borrowers' fixtures now existing or
hereafter acquired, all substitutes and replacements therefor, all accessions
and attachments thereto, and all tools, parts and equipment now or hereafter
added to or used in connection with the fixtures on or above the Properties
(and, following an Acquisition, all Acquisition Properties) described herein and
all real property now owned or hereafter acquired by the Borrowers and all
substitutes and replacements for, accessions, attachments and other additions
to, tools, parts, and equipment used in connection with, and all proceeds,
products, and increases of, any and all of the foregoing Collateral (including,
without limitation, proceeds which constitute property of the types described
herein), (iii) accounts now or hereafter existing, (iv) inventory now or
hereafter existing, (v) general intangibles (other than Site Management
Agreements) now or hereafter existing, (vi) investment property now or hereafter
existing, (vii) deposit accounts now or hereafter existing, (viii) chattel paper
now or hereafter existing, (ix) instruments, (x) Site Management Agreements now
or hereafter existing (including all rights to payment thereunder, but excluding
any other rights that cannot be assigned without third party consent under such
Site Management Agreements), and the proceeds of the foregoing (collectively,
the "OTHER COMPANY COLLATERAL"), as security for payment and performance of all
of the Obligations hereunder and under the Note and the other Loan Documents.
The Other Company Collateral is subject to the security interest in favor of
Lender created herein and all provisions of this Loan Agreement and the other
Loan Documents. The Borrowers hereby authorize Lender to file such financing
statements as Lender shall deem reasonably necessary to perfect Lender's
interest in the Other Company Collateral. Upon the occurrence and during the
continuance of any Event of Default, Lender shall have all rights and remedies
pertaining to the Other Company Collateral as are provided for in any of the
Loan Documents or under any applicable law including, without limitation of
Lender's rights of enforcement with respect to the Other Company Collateral or
any part thereof, exercising its rights of enforcement with respect to the Other
Company Collateral or any part thereof under the UCC as amended (or under the
UCC in force in any other state to the extent the same is applicable law) and in
conjunction with, in addition to, or in substitution for, such rights and
remedies of the following:

     (A) Lender may enter upon the Borrowers' premises to take possession of,
assemble and collect the Other Company Collateral or to render it unusable.

     (B) Lender may require the Borrowers to assemble the Other Company
Collateral and make it available at a place Lender designates which is mutually
convenient to allow Lender to take possession or dispose of the Other Company
Collateral.

     (C) Written notice mailed to the Borrowers as provided herein at least five
(5) days prior to the date of public sale of the Other Company Collateral or
prior to the date after which private sale of the Other Company Collateral will
be made shall constitute reasonable notice.



     (D) In the event of a foreclosure sale, the Other Company Collateral and
the other Properties may, at the option of Lender, be sold as a whole.

     (E) It shall not be necessary that Lender take possession of the Other
Company Collateral or any part thereof prior to the time that any sale pursuant
to the provisions of this section is conducted and it shall not be necessary
that the Other Company Collateral or any part thereof be present at the location
of such sale.

     (F) Prior to application of proceeds of disposition of the Other Company
Collateral to the secured indebtedness, such proceeds shall be applied to the
reasonable expenses of retaking, holding, preparing for sale or lease, selling,
leasing and the like and the reasonable attorneys' fees and legal expenses
incurred by Lender.

     (G) Any and all statements of fact or other recitals made in any bill of
sale or assignment or other instrument evidencing any foreclosure sale hereunder
as to nonpayment of the secured indebtedness or as to the occurrence of any
default, or as to Lender having declared all of such indebtedness to be due and
payable, or as to notice of time, place and terms of sale and of the properties
to be sold having been duly given, or as to any other act or thing having been
duly done by Lender, shall be taken as prima facie evidence of the truth of the
facts so stated and recited.

     (H) Lender may appoint or delegate any one or more persons as agent to
perform any act or acts necessary or incident to any sale held by Lender,
including the sending of notices and the conduct of the sale, but in the name
and on behalf of Lender.

                                   ARTICLE XI
                 RESTRICTIONS ON LIENS, TRANSFERS; ASSUMABILITY;
                              RELEASE OF PROPERTIES

SECTION 11.1 RESTRICTIONS ON TRANSFER AND ENCUMBRANCE. Except as expressly
permitted under this Article XI, transfers of Properties among the Borrowers
(provided that appropriate amendments to the Loan Documents are delivered in
connection with such transfer as are necessary to continue Lender's first
priority perfected security interest in the Collateral), and Leases entered into
as permitted hereunder, the Borrowers shall not cause or suffer to occur or
exist, directly or indirectly, voluntarily or involuntarily, by operation of law
or otherwise, any sale, transfer, mortgage, pledge, Lien or encumbrance (other
than the Permitted Encumbrances) of (i) all or any part of the Properties or any
interest therein (except in connection with a termination permitted pursuant to
Section 5.9, 5.23(A) or 5.24(A)), or (ii) any direct or indirect ownership or
beneficial interest in any Borrower, the Guarantor or Manager, irrespective of
the number of tiers of ownership without Lender's consent and receipt of a
Rating Confirmation.

SECTION 11.2 TRANSFERS OF BENEFICIAL INTERESTS. The following voluntary or
involuntary sales, encumbrances, conveyances, transfers and pledges (each, a
"TRANSFER") of a direct, indirect or beneficial interest shall be permitted
without Lender's consent ("PERMITTED OWNERSHIP INTEREST TRANSFERS"):

     (A) A Transfer of no more than forty-nine percent (49%) of the direct or
indirect ownership interests in Guarantor or Manager (in the aggregate).



     (B) A Transfer or a series of Transfers that result in the proposed
transferee, together with Affiliates of such transferee, owning in the aggregate
(directly or indirectly) more than forty-nine percent (49%) of the economic and
beneficial interests in Guarantor or Manager (where, prior to such Transfer,
such proposed transferee and its Affiliates owned in the aggregate (directly or
indirectly) forty-nine percent (49%) or less of such interests in Guarantor or
Manager, as applicable); and, provided that such Transfer shall not be a
Permitted Ownership Interest Transfer unless Lender receives, prior to such
Transfer, both (x) evidence reasonably satisfactory to Lender (which shall
include a legal non-consolidation opinion reasonably acceptable to Lender and
the Rating Agencies) that the single purpose nature and bankruptcy remoteness of
the Borrowers, the Guarantor or Manager, as applicable (and their members and
general partners, as applicable) following such Transfer or Transfers will be
the same as prior to such Transfer or Transfers and (y) Rating Confirmation.

     (C) For so long as GSI's (or its successor's) stock is traded through the
"over-the-counter market" or through any recognized stock exchange, (x) any
Transfer of all or any portion of the issued and outstanding capital stock of
GSI, or the issuance of additional capital stock of GSI (including common or
preferred shares) through the "over-the-counter market" or through any
recognized stock exchange, or (y) the issuance by Global Signal Operating
Partnership, L.P. of partnership interests in connection with a permitted
contribution under the IRC.

     For purposes of this Section 11.2, "control" shall have the meaning given
thereto in the definition of "Affiliate" in Section 1.1 and a "change of
control" of any Person shall include the Transfer of legal or equitable
ownership interests in such Person which after giving effect to such Transfer
results in any transferee or pledgee of such interests holding more than a
forty-nine (49%) legal or equitable ownership interest or security interest in
such Person.

SECTION 11.3 DEFEASANCE. At any time prior to the first Payment Date that is
three (3) months prior to the Maturity Date, the Borrowers may defease the Loan
at any time, in whole or, from time to time, in part in accordance with the
following provisions:

     (A) Lender shall have received from the Borrowers not less than thirty (30)
days' prior written notice specifying the date proposed for such defeasance and
the amount which is to be defeased, which proposed date shall be a Payment Date.

     (B) The Borrowers shall also pay to Lender all interest due through and
including the last day of the Interest Accrual Period during which such
defeasance is being made, together with any and all other amounts due and owing
pursuant to the terms of the Loan Documents, including, without limitation, any
costs incurred in connection with a defeasance.

     (C) No Event of Default shall have occurred and be continuing unless, in
connection with such defeasance, the Release of one or more Properties which are
the subject of a proposed defeasance will cure such Event of Default.

     (D) The Borrowers shall (i) deliver Federal Obligations sufficient to make
the Scheduled Defeasance Payments to Lender (ii) deliver to Lender (1) a
security agreement, in form and substance reasonably satisfactory to Lender,
creating a first priority lien on the Federal Obligations purchased by Borrowers
in accordance with the terms of this Section 11.3 (the



"SECURITY AGREEMENT"); (2) deliver to Lender an Officer's Certificate certifying
that the requirements set forth in this Section 11.3 have been satisfied; (3)
deliver to Lender an opinion of counsel for the Borrowers in form and substance
reasonably satisfactory to Lender stating, among other things, that Lender has a
first priority perfected security interest in the Federal Obligations; (4) if
only a portion of the Loan is being defeased, the Borrowers shall execute and
deliver all necessary documents to split the Note into two substitute notes, one
having a principal balance equal to the defeased portion of the Note (the
"DEFEASED NOTE") and one note having a principal balance equal to the undefeased
portion of the Note (the "UNDEFEASED NOTE"), with a balloon payment on the
Defeased Note due on the first Payment Date that occurs three (3) months prior
to the Maturity Date; (5) deliver to Lender a certificate, in form and substance
reasonably satisfactory to Lender from an independent certified public
accountant confirming that the requirements of this Section 11.3 have been
satisfied; and (6) deliver to Lender such other certificates, documents,
opinions or instruments as Lender may reasonably request. The Borrowers,
pursuant to the Security Agreement or other appropriate document, shall
authorize and direct that the payments received from the Federal Obligations
shall be made directly to Lender and applied to satisfy the obligations of the
Borrowers under the Defeased Note. The Defeased Note and the Undefeased Note
shall have identical terms as the Note, except for the principal balance,
payment amounts and amortization schedules and with a balloon payment on the
Defeased Note due on the first Payment Date that occurs three (3) months prior
to the Maturity Date. A Defeased Note cannot be the subject of a further
defeasance.

     (E) Lender shall have received a Rating Confirmation.

     (F) If the Borrowers defease the Loan in whole and will continue to own any
assets other than the Federal Obligations delivered to Lender, the Borrowers
shall establish or designate a special-purpose bankruptcy-remote successor
entity reasonably acceptable to Lender (the "SUCCESSOR BORROWERS"), with respect
to which a substantive nonconsolidation opinion satisfactory to Lender has been
delivered to Lender and the Borrowers shall transfer and assign to the Successor
Borrowers all obligations, rights and duties under the Note and the Security
Agreement, together with the pledged Federal Obligations. The Successor
Borrowers shall assume the obligations of the Borrowers under the Note and the
Security Agreement and the Borrowers shall be relieved of its obligations
hereunder and thereunder. The Borrowers shall pay Ten and No/100 Dollars
($10.00) to the Successor Borrowers as consideration for assuming such Borrowers
obligations.

SECTION 11.4 RELEASE OF PROPERTIES.

     (A) DEFEASANCE; PREPAYMENTS. If (x) the Borrowers defease all or a portion
of the Loan pursuant to Section 11.3 hereof to facilitate the disposition of a
Property or (y) a prepayment is made pursuant to Section 2.6(A), Section 5.5(C),
Section 11.4(B), or Section 11.4(C) hereof, Lender shall, promptly upon
satisfaction of all the following terms and conditions execute, acknowledge and
deliver to the Borrowers a release of the applicable Loan Documents with respect
to any such Property (a "RELEASE", and each such released Property, a "RELEASED
PROPERTY") in recordable form with respect to the applicable Released Property:



          (i) In the event of a prepayment of the Loan in part, but not in
whole, Lender shall have received the Release Price on the date proposed for
such prepayment, which shall be applied in accordance with Section 2.4(A)
hereof.

          (ii) Except for prepayments or defeasances, as applicable, which are
made (x) contemporaneously with the application of Loss Proceeds towards the
payment of the Loan where such Loss Proceeds constitute at least fifty percent
(50%) of the Release Price, or (y) under Section 11.4(B) or Section 11.4(C)
Lender shall have received from the Borrowers evidence in form and substance
satisfactory to Lender that (1) the Debt Service Coverage Ratio immediately
following the Release is equal to the greater of (x) 1.30:1 or (y) the Debt
Service Coverage Ratio immediately prior to effecting such Release, and (2) at
least seventy-eight percent (78%) of the Operating Revenues of the Properties
that remain following a proposed Release will consist of telephony revenues,
unless in either such case the Borrowers have delivered a Rating Confirmation in
connection with such Release, accompanied by an Officer's Certificate stating
that the statements, calculations and information comprising such evidence are
true, correct and complete in all respects.

          (iii) The Borrowers shall, at their sole expense, prepare any and all
documents and instruments necessary to effect the Release, all of which shall be
subject to the reasonable approval of Lender, and the Borrowers shall pay all
costs reasonably incurred by Lender (including, but not limited to, reasonable
attorneys' fees and disbursements, title search costs or endorsement premiums)
in connection with the review, execution and delivery of the Release.

          (iv) No Event of Default has occurred and is continuing, unless the
proposed Release will cure such Event of Default.

          (v) Immediately following such Release, the Released Property will be
owned by a Person other than the Borrowers or any of their Affiliates (unless
such Release is effectuated to cure a Default, in which event the Released
Property may be owned by an Affiliate of the Borrowers).

     (B) UNDERPERFORMING OWNED PROPERTIES. The Borrowers shall be permitted,
without Lender's consent, to sell any Properties which the Borrowers reasonably
deem necessary in accordance with prudent business practices, provided that:

          (i) The Borrowers provide written notice to Lender of such
determination not later than thirty (30) days prior to such sale.

          (ii) Together with such notice the Borrowers provide supporting
information reasonably acceptable to Lender that following such sale the DSCR
will be equal to or greater than the DSCR immediately prior to such sale.

          (iii) If (1) the aggregate Allocated Loan Amount of (x) each such
Property for which a sale has occurred under this Section 11.4(B) and (y) the
Property for which a sale is proposed is greater than five percent (5%) of the
Principal Amount of the Loan at Closing, or (2) at least seventy-eight percent
(78%) of the Operating Revenues of the Properties that remain following a
proposed sale do not consist of telephony revenues, the Borrowers have delivered
a Rating Confirmation.



          (iv) Following such sale such Property is not held by any Affiliate of
the Borrowers.

     In connection with any sale permitted pursuant to the terms of this Section
11.4(B), the Borrowers may sell any Other Company Collateral associated with the
applicable Mortgaged Property and no longer required in connection with the
operation of the Borrowers' business, and the net proceeds of sale (after
reasonable and customary expenses) of any Mortgaged Property and Other Company
Collateral pursuant to the terms of this Section 11.4 shall be deemed "Receipts"
for all intents and purposes under this Agreement and shall be applied in
accordance with the terms of the Cash Management Agreement.

     (C) MASTER LEASE SITES; PRE-LEASE SITES. The Borrowers shall be permitted,
without Lender's consent, to release any Master Lease Site or Pre-Lease Sites
from a Master Lease Agreement to the extent required pursuant to the terms of
the Sprint Acquisition Documents upon payment of the Release Price for such
Master Lease Site or Pre-Lease Site.

SECTION 11.5 SUBSTITUTION OF PROPERTY. Subject to the terms and conditions set
forth in this Section 11.5, the Borrowers shall have the right to obtain a
release of the lien of the applicable Deed of Trust (and the related Loan
Documents) encumbering one or more Mortgaged Properties (for purposes of this
section only, hereinafter referred to as, the "SUBSTITUTED PROPERTY") by (i)
substituting therefor one or more properties of like kind and quality (which
shall include, among other things, the geographic diversity of the Substituted
Property and markets and submarkets with, among other similarities, similar
demographics, populations, absorption trends, accessibility and visibility) or
(ii), with respect to any of the Ground Leased Properties, subjecting the fee
interest, or an easement interest, in such Ground Leased Property to the lien of
a security instrument in favor of Lender as security for the Loan (individually,
a "REPLACEMENT PROPERTY" and collectively, the "REPLACEMENT PROPERTIES"). In
addition, any such substitution (each a "SUBSTITUTION") shall be subject, in
each case, to the satisfaction of the following conditions precedent:

     (A) No Event of Default shall have occurred and be continuing, unless the
release of the Substituted Property will cure such Event of Default.

     (B) The Borrowers shall have given Lender at least forty-five (45) days
prior written notice of its election to seek a Substitution.

     (C) The aggregate value of the Replacement Properties, as established by
the Borrowers to the reasonable satisfaction of Lender, shall be at least equal
to the aggregate value of the Substituted Property as of the date immediately
preceding the Substitution.

     (D) After giving effect to the Substitution, the Debt Service Coverage
Ratio of the Loan is at least equal to the Debt Service Coverage Ratio of the
Loan as of the date immediately preceding the Substitution.

     (E) Lender shall have received a copy of the instrument conveying to the
applicable Borrower the transferred interests and, if such instrument creates a
leasehold interest or an easement interest in favor of the Borrowers, such
instrument shall be reasonably satisfactory to Lender, contain such Lender
protections as are contained in similar instruments accepted by



Lender at Closing, and is accompanied by an estoppel or similar instrument
reasonably satisfactory to Lender.

     (F) The Borrowers shall have executed, acknowledged and delivered to Lender
(i) a mortgage, a deed of trust, or a deed to secure debt, as applicable, with
respect to the Replacement Property, so as to effectively create upon recording
and filing valid and enforceable liens upon the Replacement Property, of first
priority, in favor of Lender (or such other trustee as may be desired under
local law), subject only to the Permitted Encumbrances and such other liens as
are permitted pursuant to the Loan Documents, (ii) an environmental indemnity
with respect to the Replacement Property, (iii) written confirmation from each
Guarantor regarding such Substitution, (iv) modifications to the Loan Documents
as Lender deems desirable to properly reflect the Substitution, and (v) such
other documents and agreements as reasonably requested to evidence the
Substitution. The security instrument and environmental indemnity shall be in
the same form and substance as the counterparts of such documents executed and
delivered with respect to the Substituted Property, subject to modifications
reflecting the Replacement Property as the property that is the subject of such
documents and such modifications reflecting the laws of the State in which the
Replacement Property is located.

     (G) Lender shall have received (i) a title insurance policy (or a marked,
signed and redated commitment to issue such title insurance policy) reasonably
satisfactory to Lender insuring the lien of the security instrument encumbering
the Replacement Property, issued by the Title Company and dated as of the date
of the Substitution, and (ii) reasonably requested endorsements to the title
policies delivered to Lender in connection with the Deeds of Trust to reflect
the Substitution. Lender also shall have received copies of paid receipts
showing that all premiums in respect of such endorsements and title insurance
policies have been paid.

     (H) The Borrowers shall deliver or cause to be delivered to Lender
resolutions, if any are required, authorizing the Substitution and any actions
taken in connection with such Substitution.

     (I) Lender shall have received such opinions as may be reasonably requested
with respect to the Loan Documents delivered with respect to the Replacement
Property, the Borrower's qualification, and authorization substantially in the
form delivered at Closing, together with an update of the insolvency opinion
indicating that the Substitution does not affect the opinions set forth therein,
and an opinion of counsel stating that the Substitution does not constitute a
"significant modification" of the Loan or "deemed exchange" of the Note under
Section 1001 of the Code.

     (J) The Borrowers shall have paid or reimbursed Lender for all third party
out-of-pocket costs and expenses incurred by Lender (including, without
limitation, reasonable attorneys fees and disbursements) in connection with the
Substitution and the Borrowers shall have paid all Rating Agency fees, recording
charges, filing fees, taxes or other expenses (including, without limitation,
mortgage and intangibles taxes and documentary stamp taxes) payable in
connection with the Substitution.

     (K) Lender shall have received a database search environmental report
prepared by Martin and Associates (or another consultant reasonably acceptable
to Lender) on the



Replacement Property, together with a Phase I or Phase II environment assessment
report (if any database search environmental report reveals any condition that
in Lender's reasonable judgment warrants such a report) which concludes that the
subject property does not contain any Hazardous Materials (except for cleaning
and other products used in connection with the routine maintenance or repair of
the subject property) and is not in material violation of any Environmental
Laws.

     (L) Lender shall have received a physical conditions report with respect to
the Replacement Property from a nationally recognized structural consultant
approved by Lender in a form recognized and approved by Lender prior to such
release and Substitution stating that the Replacement Property and its use
comply in all material respects with applicable legal requirements of the
Governmental Authorities and that the Replacement Property is in good condition
and repair and free of damage or waste.

     (M) Except with respect to any Substitution converting Ground Leased
Properties to fee or easement owned properties, or in connection with a
Substitution to cure a Default, if (1) the aggregate Allocated Loan Amount of
all Substituted Properties during any calendar year exceeds five percent (5%) of
the original Principal Amount of the Loan (with any excess limit permitted to be
carried over into subsequent years), (2) the percentage of Operating Revenues
from the applicable Replacement Property represented by telephony and investment
grade tenants (taken together) is less than that from the Substituted Property,
(3) the Substitute Property will be subject to a Ground Lease with a term
(including all available extensions) of less than fifteen (15) years following
the applicable Substitution, (4) the weighted average remaining term of the
Leases with respect to the Replacement Properties is shorter than the weighted
average remaining term of the Leases with respect to the Substituted Property,
or (5) the Maintenance Capital Expenditures for the Replacement Properties are
materially greater than the Maintenance Capital Expenditures for the Substituted
Property, the Borrowers shall have delivered Rating Confirmation.

     (N) On or prior to the date of Substitution, the Borrowers shall deliver an
Officer's Certificate dated as of the date of Substitution certifying that the
requirements set forth in this Section 11.5 have been satisfied and remaking the
applicable representations and warranties as of that date.

     (O) Immediately following such Substitution, the Substituted Property will
be owned by a Person other than the Borrowers or any of their Affiliates (unless
such Substitution is effectuated to cure a Default, in which event the
Substituted Property may be owned by an Affiliate of the Borrowers).

     Upon the satisfaction of the foregoing conditions precedent, as reasonably
determined by Lender, (i) Lender will release its lien from the Substituted
Property, (ii) the Replacement Property shall be deemed to be a "MORTGAGED
PROPERTY" hereunder, (iii) all references herein to the Deeds of Trust shall
include the applicable security instrument encumbering the Replacement Property,
and (iv) the applicable Allocated Loan Amount with respect to the Substituted
Property shall be deemed to be the Allocated Loan Amount with respect to the
Replacement Property for all purposes hereunder.



SECTION 11.6 SUBSTITUTION OF ADDITIONAL PLEDGED PROPERTIES. Subject to the terms
and conditions set forth in this Section 11.6, the Borrowers shall have the
right to transfer Additional Pledged Properties (for purposes of this section
only, hereinafter referred to as, the "SUBSTITUTED ADDITIONAL PLEDGED PROPERTY")
by substituting therefor one or more properties of like kind and quality (which
shall include, among other things, the geographic diversity of the Substituted
Additional Pledged Property and markets and submarkets with, among other
similarities, similar demographics, populations, absorption trends,
accessibility and visibility) (individually, a "REPLACEMENT ADDITIONAL PLEDGED
PROPERTY" and collectively, the "REPLACEMENT ADDITIONAL PLEDGED PROPERTIES"). In
addition, any such substitution (each an "ADDITIONAL PLEDGED PROPERTY
SUBSTITUTION") shall be subject, in each case, to the satisfaction of the
following conditions precedent:

     (A) No Event of Default shall have occurred and be continuing, unless the
release of the Substituted Additional Pledged Property will cure such Event of
Default.

     (B) The Borrowers shall have given Lender at least forty-five (45) days
prior written notice of its election to seek an Additional Pledged Property
Substitution.

     (C) The aggregate value of the Replacement Additional Pledged Property, as
established by the Borrowers to the reasonable satisfaction of Lender, shall be
at least equal to the aggregate value of the Substituted Additional Pledged
Property as of the date immediately preceding the Additional Pledged Property
Substitution.

     (D) After giving effect to the Additional Pledged Property Substitution,
the Debt Service Coverage Ratio of the Loan is at least equal to the Debt
Service Coverage Ratio of the Loan as of the date immediately preceding the
Additional Pledged Property Substitution.

     (E) Lender shall have received a copy of the instrument conveying to the
applicable Borrower the transferred interests.

     (F) The Borrowers shall deliver or cause to be delivered to Lender
resolutions, if any are required, authorizing the Additional Pledged Property
Substitution and any actions taken in connection with such Additional Pledged
Property Substitution.

     (G) The Borrowers shall have paid or reimbursed Lender for all third party
out-of-pocket costs and expenses incurred by Lender (including, without
limitation, reasonable attorneys fees and disbursements) in connection with the
Additional Pledged Property Substitution.

     (H) Lender shall have received a database search environmental report
prepared by Martin and Associates (or another consultant reasonably acceptable
to Lender) on the Replacement Additional Pledged Property, together with a Phase
I or Phase II environment assessment report (if any database search
environmental report reveals any condition that in Lender's reasonable judgment
warrants such a report) which concludes that the subject property does not
contain any Hazardous Materials (except for cleaning and other products used in
connection with the routine maintenance or repair of the subject property) and
is not in material violation of any Environmental Laws.



     (I) Lender shall have received a physical conditions report with respect to
the Replacement Additional Pledged Property from a nationally recognized
structural consultant approved by Lender in a form recognized and approved by
Lender prior to such release and Additional Pledged Property Substitution
stating that the Replacement Additional Pledged Property and its use comply in
all material respects with applicable legal requirements of the Governmental
Authorities and that the Replacement Additional Pledged Property is in good
condition and repair and free of damage or waste.

     (J) On or prior to the date of the Additional Pledged Property
Substitution, the Borrowers shall deliver an Officer's Certificate dated as of
the date of Additional Pledged Property Substitution certifying that the
requirements set forth in this Section 11.6 have been satisfied.

     (K) On or prior to the date of the Additional Pledged Property
Substitution, the Borrowers shall deliver an opinion of counsel stating that the
Additional Pledged Property Substitution does not constitute a "significant
modification" of the Loan or "deemed exchange" of the Note under Section 1001 of
the Code.

     (L) If (1) the aggregate Allocated Loan Amount of all Substituted
Additional Pledged Properties during any calendar year exceeds five percent (5%)
of the original Principal Amount of the Loan (with any excess limit permitted to
be carried over into subsequent years), (2) the percentage of Operating Revenues
from the applicable Replacement Additional Pledged Property represented by
telephony and investment grade tenants (taken together) is less than that from
the Substituted Additional Pledged Property, (3) the Substituted Additional
Pledged Property will be subject to a Ground Lease with a term (including all
available extensions) of less than fifteen (15) years following the applicable
Additional Pledged Property Substitution, (4) the weighted average remaining
term of the Leases with respect to the Replacement Additional Pledged Properties
is shorter than the weighted average remaining term of the Leases with respect
to the Substituted Additional Pledged Property, or (5) the Maintenance Capital
Expenditures for the Replacement Additional Pledged Properties are materially
greater than the Maintenance Capital Expenditures for the Substituted Additional
Pledged Property, the Borrowers shall have delivered Rating Confirmation.

     (M) Immediately following such Additional Pledged Property Substitution,
the Substituted Additional Pledged Property will be owned by a Person other than
the Borrowers or any of their Affiliates (unless such Additional Pledged
Property Substitution is effectuated to cure a Default, in which event the
Substituted Additional Pledged Property may be owned by an Affiliate of the
Borrowers).

Upon the satisfaction of the foregoing conditions precedent, as reasonably
determined by Lender, the Replacement Additional Pledged Property shall be
deemed to be an "ADDITIONAL PLEDGED PROPERTY" hereunder.

                                  ARTICLE XII
                        RECOURSE; LIMITATIONS ON RECOURSE

SECTION 12.1 LIMITATIONS ON RECOURSE. Subject to the provisions of this Article,
and notwithstanding any provision of the Loan Documents other than this Article,
the personal



liability of the Borrowers (but not that of Guarantor which shall remain fully
liable under the Guaranty) to pay any and all Obligations including but not
limited to the principal of and interest on the debt evidenced by the Note and
any other agreement evidencing the Borrowers' obligations under the Note shall
be limited to (i) the Properties, (ii) the rents, profits, issues, products and
income of the Properties, received or collected by or on behalf of the Borrowers
or any Borrower Party after an Event of Default, and (iii) any other Collateral.

Notwithstanding anything to the contrary in this Loan Agreement, the Deeds of
Trust or any of the Loan Documents, Lender shall not be deemed to have waived
any right which Lender may have under Section 506(a), 506(b), 1111(b) or any
other provisions of the Bankruptcy Code to file a claim for the full amount of
the Obligations secured by the Deeds of Trust or to require that all collateral
shall continue to secure all of the Obligations owing to Lender in accordance
with the Loan Documents.

SECTION 12.2 PARTIAL RECOURSE. Notwithstanding Section 12.1, the Borrowers (but
not their members, partners, employees, shareholders agents, directors or
officers (the "EXCULPATED PARTIES")) shall be personally liable to the extent of
any liability, loss, damage, cost or expense (including, without limitation,
attorneys' fees and expenses) suffered or incurred by Lender resulting from any
and all of the following: (i) fraud of any of the Borrowers; (ii) any material
misrepresentation made by the Borrowers in this Loan Agreement or any other Loan
Document; (iii) insurance proceeds, condemnation awards, or other sums or
payments attributable to the Properties that are not applied in accordance with
the provisions of the Loan Documents; (iv) all Receipts of the Properties
received by or on behalf of the Borrowers or any Borrower Party or Manager and
not deposited into the Deposit Account in accordance with Article VII and the
Cash Management Agreement; (v) failure to turn over to Lender, after an Event of
Default, or misappropriation of any tenant security deposits or rents collected
in advance (other than by Lender or Servicer); (vi) failure to notify Lender of
any change in the jurisdiction of organization of any of the Borrowers or of any
change in the name of any of the Borrowers or if any of the Borrowers takes any
other action which could make the information set forth in the Financing
Statements relating to the Loan materially misleading; (vii) failure by the
Borrowers to comply with the covenants, obligations, liabilities, warranties and
representations contained in the Environmental Indemnity or otherwise pertaining
to environmental matters; (viii) material waste; (ix) any uncured default under
Section 11.1; and (x) any material uncured default under Article IX.

SECTION 12.3 MISCELLANEOUS. No provision of this Article shall (i) affect the
enforcement of the Environmental Indemnity, the Guaranty or any guaranty or
similar agreement executed in connection with the Loan, (ii) release or reduce
the debt evidenced by the Note, (iii) impair the lien of any of the Deeds of
Trust or any other security document, (iv) impair the rights of Lender to
enforce any provisions of the Loan Documents, or (v) limit Lender's ability to
obtain a deficiency judgment or judgment on the Note or otherwise against any
Borrower Party but not any Exculpated Party to the extent necessary to obtain
any amount for which such Borrower Party may be liable in accordance with this
Article or any other Loan Document.



                                  ARTICLE XIII
                 WAIVERS OF DEFENSES OF GUARANTORS AND SURETIES

SECTION 13.1 WAIVERS. To the extent that any of the Borrowers (in this Article,
a "WAIVING PARTY") is deemed for any reason to be a guarantor or surety of or
for any other Borrower Party or Affiliate or to have rights or obligations in
the nature of the rights or obligations of a guarantor or surety (whether by
reason of execution of a guaranty, provision of security for the obligations of
another, or otherwise) then this Article shall apply. This Article shall not
affect the rights of the Waiving Party other than to waive or limit rights and
defenses that Waiving Party would have (i) in its capacity as a guarantor or
surety or (ii) in its capacity as one having rights or obligations in the nature
of a guarantor or surety.

     Waiving Party hereby waives diligence, presentment, demand of payment,
filing of claims with a court in the event of receivership or bankruptcy of any
of the other Borrower Parties, protest or notice with respect to any of the
obligations of any of the other Borrower Parties, setoffs and counterclaims and
all presentments, demands for performance, notices of nonperformance, protests,
notices of protest, notices of dishonor and notices of acceptance, the benefits
of all statutes of limitation, and all other demands whatsoever (and shall not
require that the same be made on any of the other Borrower Parties as a
condition precedent to the obligations of Waiving Party), and covenants that the
Loan Documents will not be discharged, except by complete payment and
performance of the obligations evidenced and secured thereby, except only as
limited by the express contractual provisions of the Loan Documents. Waiving
Party further waives all notices that the principal amount, or any portion
thereof, and/or any interest on any instrument or document evidencing all or any
part of the obligations of any of the other Borrower Parties to Lender is due,
notices of any and all proceedings to collect from any of the other Borrower
Parties or any endorser or any other guarantor of all or any part of their
obligations, or from any other person or entity, and, to the extent permitted by
law, notices of exchange, sale, surrender or other handling of any security or
collateral given to Lender to secure payment of all or any part of the
obligations of any of the other Borrower Parties.

     Except only to the extent provided otherwise in the express contractual
provisions of the Loan Documents, Waiving Party hereby agrees that all of its
obligations under the Loan Documents shall remain in full force and effect,
without defense, offset or counterclaim of any kind, notwithstanding that any
right of Waiving Party against any of the other Borrower Parties or defense of
Waiving Party against Lender may be impaired, destroyed, or otherwise affected
by reason of any action or inaction on the part of Lender. Waiving Party waives
all rights and defenses arising out of an election of remedies by the Lender,
even though that election of remedies, may have destroyed the Waiving Party's
rights of subrogation and reimbursement against the other Borrower Parties.

     Lender is hereby authorized, without notice or demand, from time to time,
(a) to renew, extend, accelerate or otherwise change the time for payment of, or
other terms relating to, all or any part of the obligations of any of the other
Borrower Parties; (b) to accept partial payments on all or any part of the
obligations of any of the other Borrower Parties; (c) to take and hold security
or collateral for the payment of all or any part of the obligations of any of
the other Borrower Parties; (d) to exchange, enforce, waive and release any such
security or collateral for such obligations; (e) to apply such security or
collateral and direct the order or manner of sale



thereof as in its discretion it may determine; (f) to settle, release, exchange,
enforce, waive, compromise or collect or otherwise liquidate all or any part of
such obligations and any security or collateral for such obligations. Any of the
foregoing may be done in any manner, and Waiving Party agrees that the same
shall not affect or impair the obligations of Waiving Party under the Loan
Documents.

     Waiving Party hereby assumes responsibility for keeping itself informed of
the financial condition of all of the other Borrower Parties and any and all
endorsers and/or other guarantors of all or any part of the obligations of the
other Borrower Parties, and of all other circumstances bearing upon the risk of
nonpayment of such obligations, and Waiving Party hereby agrees that Lender
shall have no duty to advise Waiving Party of information known to it regarding
such condition or any such circumstances.

     Waiving Party agrees that neither Lender nor any person or entity acting
for or on behalf of Lender shall be under any obligation to marshal any assets
in favor of Waiving Party or against or in payment of any or all of the
obligations secured hereby. Waiving Party further agrees that, to the extent
that any of the other Borrower Parties or any other guarantor of all or any part
of the obligations of the other Borrower Parties makes a payment or payments to
Lender, or Lender receives any proceeds of collateral for any of the obligations
of the other Borrower Parties, which payment or payments or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid or refunded, then, to the extent of such payment or
repayment, the part of such obligations which has been paid, reduced or
satisfied by such amount shall be reinstated and continued in full force and
effect as of the time immediately preceding such initial payment, reduction or
satisfaction.

     Waiving Party (i) shall have no right of subrogation with respect to the
obligations of the other Borrower Parties; (ii) waives any right to enforce any
remedy that Lender now has or may hereafter have against any of the other
Borrower Parties any endorser or any guarantor of all or any part of such
obligations or any other person; and (iii) waives any benefit of, and any right
to participate in, any security or collateral given to Lender to secure the
payment or performance of all or any part of such obligations or any other
liability of the other parties to Lender.

     Waiving Party agrees that any and all claims that it may have against any
of the other Borrower Parties, any endorser or any other guarantor of all or any
part of the obligations of the other Borrower Parties, or against any of their
respective properties, shall be subordinate and subject in right of payment to
the prior payment in full of all obligations secured hereby. Notwithstanding any
right of any of the Waiving Party to ask, demand, sue for, take or receive any
payment from the other Borrower Parties, all rights, liens and security
interests of Waiving Party, whether now or hereafter arising and howsoever
existing, in any assets of any of the other Borrower Parties (whether
constituting part of the security or collateral given to Lender to secure
payment of all or any part of the obligations of the other Borrower Parties or
otherwise) shall be and hereby are subordinated to the rights of Lender in those
assets.



                                   ARTICLE XIV
                                  MISCELLANEOUS

SECTION 14.1 EXPENSES AND ATTORNEYS' FEES. Whether or not the transactions
contemplated hereby shall be consummated, the Borrowers agree to promptly pay
all reasonable fees, costs and expenses incurred by Lender in connection with
any matters contemplated by or arising out of this Loan Agreement, including the
following, and all such fees, costs and expenses shall be part of the
Obligations, payable on demand: (A) reasonable fees, costs and expenses
(including reasonable attorneys' fees, and other professionals retained by
Lender) incurred in connection with the examination, review, due diligence
investigation, documentation and closing of the financing arrangements evidenced
by the Loan Documents; (B) reasonable fees, costs and expenses (including
reasonable attorneys' fees and other professionals retained by Lender) incurred
in connection with the administration of the Loan Documents and the Loan and any
amendments, modifications and waivers relating thereto; (C) reasonable fees,
costs and expenses (including reasonable attorneys' fees) incurred in connection
with the review, documentation, negotiation, closing and administration of any
subordination or intercreditor agreements; and (D) reasonable fees, costs and
expenses (including attorneys' fees and fees of other professionals retained by
Lender) incurred in any action to enforce or interpret this Loan Agreement or
the other Loan Documents or to collect any payments due from the Borrowers under
this Loan Agreement, the Note or any other Loan Document or incurred in
connection with any refinancing or restructuring of the credit arrangements
provided under this Loan Agreement, whether in the nature of a "workout" or in
connection with any insolvency or bankruptcy proceedings or otherwise. Any costs
and expenses due and payable to Lender after the Closing Date may be paid to
Lender pursuant to the Cash Management Agreement.

SECTION 14.2 INDEMNITY. In addition to the payment of expenses as required
elsewhere herein, whether or not the transactions contemplated hereby shall be
consummated, the Borrowers agree to indemnify, defend, protect, pay and hold
Lender, Servicer and their successors and assigns (including, without
limitation, the trustee and/or the trust under any trust agreement executed in
connection with any Securitization backed in whole or in part by the Loan and
any other Person which may hereafter be the holder of the Note or any interest
therein), and the officers, directors, stockholders, partners, members,
employees, agents, Affiliates and attorneys of Lender and such successors and
assigns (collectively called the "INDEMNITEES") harmless from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, claims, Tax Liabilities, broker's or finders fees, reasonable
costs, expenses and disbursements of any kind or nature whatsoever (including
the reasonable fees and disbursements of outside counsel for such Indemnitees in
connection with any investigative, administrative or judicial proceeding
commenced or threatened, whether or not such Indemnitee shall be designated a
party thereto) that are imposed on, incurred by, or asserted against that
Indemnitee, in any manner relating to or arising out of (A) the negotiation,
execution, delivery, performance, administration, ownership, or enforcement of
any of the Loan Documents; (B) any of the transactions contemplated by the Loan
Documents; (C) any breach by the Borrowers of any material representation,
warranty, covenant, or other agreement contained in any of the Loan Documents;
(D) Lender's agreement to make the Loan hereunder; (E) any claim brought by any
third party arising out of any condition or occurrence at or pertaining to the
Properties; (F) any design, construction, operation, repair, maintenance, use,
non-use or condition of the Properties or Improvements, including claims or
penalties arising from violation of any applicable laws or insurance
requirements, as



well as any claim based on any patent or latent defect, whether or not
discoverable by Lender; (G) any performance of any labor or services or the
furnishing of any materials or other property in respect of the Properties or
any part thereof; (H) any contest referred to in Section 5.3(B) hereof; (I) any
obligation or undertaking relating to the performance or discharge of any of the
terms, covenants and conditions of the landlord contained in the Leases; or (J)
the use or intended use of the proceeds of any of the Loan (the foregoing
liabilities herein collectively referred to as the "INDEMNIFIED LIABILITIES");
provided that the Borrowers shall not have an obligation to an Indemnitee
hereunder with respect to Indemnified Liabilities arising from the fraud, gross
negligence or willful misconduct of such Indemnitee as determined by a court of
competent jurisdiction. The obligations and liabilities of the Borrowers under
this Section 14.2 shall survive the term of the Loan and the exercise by Lender
of any of its rights or remedies under the Loan Documents, including the
acquisition of the Properties by foreclosure or a conveyance in lieu of
foreclosure.

SECTION 14.3 AMENDMENTS AND WAIVERS. Except as otherwise provided herein, no
amendment, modification, termination or waiver of any provision of this Loan
Agreement, the Note or any other Loan Document, or consent to any departure
therefrom, shall in any event be effective unless the same shall be in writing
and signed by Lender and any other party to be charged. Each amendment,
modification, termination or waiver shall be effective only in the specific
instance and for the specific purpose for which it was given. No notice to or
demand on the Borrowers in any case shall entitle the Borrowers or other Person
to any other or further notice or demand in similar or other circumstances.

SECTION 14.4 RETENTION OF THE BORROWERS' DOCUMENTS. Lender may, in accordance
with Lender's customary practices, destroy or otherwise dispose of all
documents, schedules, invoices or other papers, delivered by the Borrowers to
Lender (other than the Note) unless the Borrowers request in writing that same
be returned. Upon such request and at the Borrowers' expense, Lender shall
return such papers when Lender's actual or anticipated need for same has
terminated.

SECTION 14.5 NOTICES. Unless otherwise specifically provided herein, any notice
or other communication required or permitted to be given shall be in writing and
addressed to the respective party as set forth below. Notices shall be effective
(i) three (3) days after the date such notice is sent by certified mail, return
receipt requested, postage prepaid, (ii) on the next Business Day if sent by a
nationally recognized overnight courier service, (iii) on the date of delivery
by personal delivery and (iv) on the date of transmission if sent by telefax
(with confirmation sent by certified mail) during business hours on a Business
Day (otherwise on the next Business Day).



Notices shall be addressed as follows:

If to the Borrowers or any Borrower Party:

c/o Global Signal Inc.
301 North Cattlemen Road
Suite 300
Sarasota, Florida 34232
Attention: General Counsel
Facsimile: (941) 308-4250

With a copy to:

Sidley Austin Brown & Wood LLP
787 Seventh Avenue
New York, New York 10019
Attention: Mark Poole, Esq.
Facsimile: (212) 839-5599

If to Lender:

[______________]

With a copy to:

[______________]

Any party may change the address at which it is to receive notices to another
address in the United States at which business is conducted (and not a
post-office box or other similar receptacle), by giving notice of such change of
address in accordance with the foregoing. This provision shall not invalidate or
impose additional requirements for the delivery or effectiveness of any notice
(i) given in accordance with applicable statutes or rules of court, or (ii) by
service of process in accordance with applicable law. If there is any assignment
or transfer of Lender's interest in the Loan, then the new Lenders may give
notice to the parties in accordance with this Section, specifying the addresses
at which the new Lenders shall receive notice, and they shall be entitled to
notice at such address in accordance with this Section.

SECTION 14.6 SURVIVAL OF WARRANTIES AND CERTAIN AGREEMENTS. All agreements,
representations and warranties made herein shall survive the execution and
delivery of this Loan Agreement, the making of the Loan hereunder and the
execution and delivery of the Note. Notwithstanding anything in this Loan
Agreement or implied by law to the contrary, the agreements of the Borrowers to
indemnify or release Lender or Persons related to Lender, or to pay Lender's
costs, expenses, or taxes shall survive the payment of the Loan and the
termination of this Loan Agreement.

SECTION 14.7 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure
or delay on the part of Lender in the exercise of any power, right or privilege
hereunder or under the Note or any other Loan Document shall impair such power,
right or privilege or be construed to be a



waiver of any default or acquiescence therein, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege. All rights and
remedies existing under this Loan Agreement, the Note and the other Loan
Documents are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

SECTION 14.8 MARSHALING; PAYMENTS SET ASIDE. Lender shall not be under any
obligation to marshal any assets in favor of any Person or against or in payment
of any or all of the Obligations. To the extent that any Person makes a payment
or payments to Lender, or Lender enforces its remedies or exercises its rights
of set off, and such payment or payments or the proceeds of such enforcement or
set off or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside and/or required to be repaid to a trustee,
receiver or any other party under any bankruptcy law, state or federal law,
common law or equitable cause, then to the extent of such recovery, the
Obligations or part thereof originally intended to be satisfied, and all Liens,
if any, and rights and remedies therefor, shall be revived and continued in full
force and effect as if such payment had not been made or such enforcement or set
off had not occurred.

SECTION 14.9 SEVERABILITY. The invalidity, illegality or unenforceability in any
jurisdiction of any provision in or obligation under this Loan Agreement, the
Note or other Loan Documents shall not affect or impair the validity, legality
or enforceability of the remaining provisions or obligations under this Loan
Agreement, the Note or other Loan Documents or of such provision or obligation
in any other jurisdiction.

SECTION 14.10 HEADINGS. Section and subsection headings in this Loan Agreement
are included herein for convenience of reference only and shall not constitute a
part of this Loan Agreement for any other purpose or be given any substantive
effect.

SECTION 14.11 APPLICABLE LAW. THIS LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS
WERE NEGOTIATED IN THE STATE OF NEW YORK, AND EXECUTED AND DELIVERED IN THE
STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN WERE DISBURSED FROM NEW YORK,
WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND
TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING,
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE. THIS LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS AND
THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN THE STATE OF NEW YORK AND ANY APPLICABLE LAWS OF
THE UNITED STATES OF AMERICA EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE
CREATION, PERFECTION AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED
PURSUANT TO THE DEEDS OF TRUST AND THE ASSIGNMENTS OF LEASES SHALL BE GOVERNED
BY THE LAWS OF THE STATE WHERE THE PROPERTY IS LOCATED, EXCEPT THAT THE SECURITY
INTERESTS IN ACCOUNT COLLATERAL SHALL BE GOVERNED BY THE LAWS OF



THE STATE OF NEW YORK OR THE STATE WHERE THE SAME IS HELD, AT THE OPTION OF
LENDER.

SECTION 14.12 SUCCESSORS AND ASSIGNS. This Loan Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns except that the Borrowers may not assign their rights or obligations
hereunder or under any of the other Loan Documents except as expressly provided
in Article XI.

SECTION 14.13 SOPHISTICATED PARTIES, REASONABLE TERMS, NO FIDUCIARY
RELATIONSHIP. The Borrowers, on behalf of themselves and all Borrower Parties,
represent, warrant and acknowledge that (i) they are sophisticated real estate
investors, familiar with transactions of this kind, and (ii) they have entered
into this Loan Agreement and the other Loan Documents after conducting their own
assessment of the alternatives available to them in the market, and after
lengthy negotiations in which they have been represented by legal counsel of
their choice. The Borrowers, on behalf of themselves and all Borrower Parties,
also acknowledge and agree that the rights of Lender under this Loan Agreement
and the other Loan Documents are reasonable and appropriate, taking into
consideration all of the facts and circumstances including without limitation
the quantity of the Loan, the nature of the Properties, and the risks incurred
by Lender in this transaction. No provision in this Loan Agreement or in any of
the other Loan Documents and no course of dealing between the parties shall be
deemed to create (i) any partnership or joint venture between Lender and the
Borrowers or any other Person, or (ii) any fiduciary or similar duty by Lender
to the Borrowers or any other Person. The relationship between Lender and the
Borrowers is exclusively the relationship of a creditor and a debtor, and all
relationships between Lender and any other Borrower are ancillary to such
creditor/debtor relationship.

SECTION 14.14 REASONABLENESS OF DETERMINATIONS. In any instance where any
consent, approval, determination or other action by Lender is, pursuant to the
Loan Documents or applicable law, required to be done reasonably or required not
to be unreasonably withheld, then Lender's action shall be presumed to be
reasonable, and the Borrowers shall bear the burden of proof of showing that the
same was not reasonable. In the event that a claim or adjudication is made that
Lender or its agents have acted unreasonably or unreasonably delayed acting in
any case where, by law or under this Loan Agreement or the other Loan Documents,
Lender or such agent, as the case may be, has an obligation to act reasonably or
promptly, neither Lender nor its agents shall be liable for any monetary
damages, and the Borrowers' sole remedy shall be limited to commencing an action
seeking injunctive relief or declaratory judgment. Any action or proceeding to
determine whether Lender has acted reasonably shall be determined by an action
seeking declaratory judgment.

SECTION 14.15 LIMITATION OF LIABILITY. Neither Lender, nor any Affiliate,
officer, director, employee, attorney, or agent of Lender, shall have any
liability with respect to, and each of the Borrowers hereby waives, releases,
and agrees not to sue any of them upon, any claim for any special, indirect,
incidental, or consequential damages suffered or incurred by the Borrower
Parties in connection with, arising out of, or in any way related to, this Loan
Agreement or any of the other Loan Documents, or any of the transactions
contemplated by this Loan Agreement or any of the other Loan Documents, other
than the gross negligence or willful misconduct of Lender. Each of the Borrowers
hereby waives, releases, and agrees not to sue Lender or any of Lender's
Affiliates, officers, directors, employees, attorneys, or agents for punitive
damages in



respect of any claim in connection with, arising out of, or in any way related
to, this Loan Agreement or any of the other Loan Documents, or any of the
transactions contemplated by this Loan Agreement or any of the transactions
contemplated hereby, except to the extent the same is caused by the gross
negligence or willful misconduct of Lender.

SECTION 14.16 NO DUTY. All attorneys, accountants, appraisers, and other
professional Persons and consultants retained by Lender shall have the right to
act exclusively in the interest of Lender and shall have no duty of disclosure,
duty of loyalty, duty of care, or other duty or obligation of any type or nature
whatsoever to any of the Borrowers or Affiliates thereof, or any other Person.

SECTION 14.17 ENTIRE AGREEMENT. This Loan Agreement, the Note, and the other
Loan Documents referred to herein embody the final, entire agreement among the
parties hereto and supersede any and all prior commitments, agreements,
representations, and understandings, whether written or oral, relating to the
subject matter hereof and may not be contradicted or varied by evidence of
prior, contemporaneous, or subsequent oral agreements or discussions of the
parties hereto. There are no oral agreements among the parties to the Loan
Documents.

SECTION 14.18 CONSTRUCTION; SUPREMACY OF LOAN AGREEMENT; SPRINT ACQUISITION
DOCUMENTS. The Borrowers and Lender acknowledge that each of them has had the
benefit of legal counsel of its own choice and has been afforded an opportunity
to review this Loan Agreement and the other Loan Documents with its legal
counsel and that this Loan Agreement and the other Loan Documents shall be
construed as if jointly drafted by the Borrowers and Lender. If any term,
condition or provision of this Loan Agreement shall be inconsistent with any
term, condition or provision of any other Loan Document, then this Loan
Agreement shall control. If any term, condition or provision of the Loan
Documents, or the performance or withholding of performance under the Loan
Documents by any party, would cause a default under the Sprint Acquisition
Documents, the Sprint Acquisition Documents shall control and such performance
shall be waived or shall be required to the extent disallowed or required, as
applicable, under the Sprint Acquisition Documents.

SECTION 14.19 CONSENT TO JURISDICTION. EACH OF THE BORROWERS HEREBY CONSENTS TO
THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW
YORK, STATE OF NEW YORK OR WITHIN THE COUNTY AND STATE IN WHICH THE PROPERTY IS
LOCATED AND IRREVOCABLY AGREES THAT, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN
SUCH COURTS. EACH OF THE BORROWERS ACCEPTS FOR ITSELF AND IN CONNECTION WITH THE
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS
AGREEMENT, THE NOTE, SUCH OTHER LOAN DOCUMENTS OR SUCH OBLIGATION. NOTHING
HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR SHALL LIMIT THE RIGHT OF LENDER TO BRING PROCEEDINGS AGAINST ANY BORROWER
IN THE COURTS OF ANY OTHER JURISDICTION.



SECTION 14.20 WAIVER OF JURY TRIAL. EACH OF THE BORROWERS AND LENDER HEREBY
WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS LOAN AGREEMENT, ANY OF THE LOAN DOCUMENTS, OR
ANY DEALINGS BETWEEN ANY BORROWER PARTY AND LENDER RELATING TO THE SUBJECT
MATTER OF THIS LOAN TRANSACTION AND THE LENDER/BORROWER RELATIONSHIP THAT IS
BEING ESTABLISHED. EACH OF THE BORROWER PARTIES AND LENDER ALSO WAIVES ANY BOND
OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE
REQUIRED OF IT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF
ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE
SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION, CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS. EACH OF THE BORROWERS AND LENDER ACKNOWLEDGES THAT THIS WAIVER
IS A MATERIAL INDUCEMENT TO ENTER INTO THIS LOAN AGREEMENT, THAT EACH HAS
ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS LOAN AGREEMENT AND THAT EACH
WILL CONTINUE TO RELY ON THE WAIVER IN THE FUTURE. EACH OF THE BORROWERS AND
LENDER FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS
LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE,
MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS LOAN AGREEMENT, THE LOAN DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR
AGREEMENT RELATING TO THE LOAN. IN THE EVENT OF LITIGATION, THIS LOAN AGREEMENT
MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SECTION 14.21 COUNTERPARTS; EFFECTIVENESS. This Loan Agreement and other Loan
Documents and any amendments or supplements thereto may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all of which counterparts together shall constitute but one and the same
instrument. This Loan Agreement shall become effective upon the execution of a
counterpart hereof by each of the parties hereto.

SECTION 14.22 SERVICER. Lender shall have the right from time to time to
designate and appoint a Servicer and special servicer, and to change or replace
any Servicer or special servicer. Provided that the Borrowers have been notified
of such Servicer's role, all rights of the Lender hereunder may be exercised by
Servicer on behalf of Lender. Lender shall notify the Borrowers in writing as to
the identity of the Servicer and any special servicer.

SECTION 14.23 OBLIGATIONS OF BORROWER PARTIES. The Borrower Parties other than
the Borrowers are parties to this Loan Agreement only with regard to the
representations, warranties, and covenants specifically applicable to them.



SECTION 14.24 ADDITIONAL INSPECTIONS; REPORTS. Notwithstanding anything
contained in this Loan Agreement to the contrary, if for any reason whatsoever
Lender suspects that any conditions exist or may exist at any Property which
might have a Material Adverse Effect, Lender shall have the right, at the
Borrowers' sole reasonable cost and expense, to cause such inspections and
reports to be prepared and performed with respect to any Property as Lender
shall reasonably determine.

SECTION 14.25 CROSS-DEFAULT; CROSS-COLLATERALIZATION; WAIVER OF MARSHALLING OF
ASSETS.

     (A) Each of the Borrowers acknowledges that Lender has made the Loan to
each of the Borrowers upon the security of the Properties and the Other Company
Collateral and in reliance upon the aggregate value of the Properties and the
Other Company Collateral taken together being of greater value as collateral
security than the sum of each such Property and each of the Borrowers' interests
in the Company Collateral taken separately. Each of the Borrowers agrees that
the Deeds of Trusts and other security agreements given hereunder are and will
be cross-collateralized and cross-defaulted with each other so that (i) an Event
of Default shall constitute an Event of Default under each of the Deeds of
Trusts and the other security agreements given hereunder which secure the Note;
(ii) each Deed of Trust and the other security agreements given hereunder shall
constitute security for the Note as if a single blanket lien were placed on all
of the Properties and the Other Company Collateral as security for the Note; and
(iii) such cross-collateralization shall in no event be deemed to constitute a
fraudulent conveyance.

     (B) To the fullest extent permitted by law, each of the Borrowers, for
itself and its successors and assigns, waives all rights to a marshalling of the
assets of each of the Borrowers, each of the Borrower's members and others with
interests in each of the Borrowers, and of the Properties and the Other Company
Collateral, or to a sale in inverse order of alienation in the event of
foreclosure of all or any of the Deeds of Trusts or the Other Company
Collateral, and agrees not to assert any right under any laws pertaining to the
marshalling of assets, the sale in inverse order of alienation, homestead
exemption, the administration of estates of decedents, or any other matters
whatsoever to defeat, reduce or affect the right of Lender under the Loan
Documents to a sale of the Properties and the Other Company Collateral for the
collection of the Loan without any prior or different resort for collection or
of the right of Lender to the payment of the Loan out of the net proceeds of the
Properties and the Other Company Collateral in preference to every other
claimant whatsoever. In addition, each of the Borrowers, for itself and its
successors and assigns, waives in the event of foreclosure of any or all of the
Deeds of Trusts or Other Company Collateral, any equitable right otherwise
available to each of the Borrowers which would require the separate sale of the
Properties and the Other Company Collateral or require Lender to exhaust its
remedies against any such Properties and the Other Company Collateral or any
combination of the Properties and the Other Company Collateral before proceeding
against any other Properties and the Other Company Collateral or combination of
Properties and the Other Company Collateral; and further in the event of such
foreclosure each of the Borrowers does hereby expressly consent to and
authorize, at the option of Lender, the foreclosure and sale either separately
or together of any combination of the Properties and the Other Company
Collateral.

                        [signatures follow on next page]



          IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Loan Agreement as of the date first written above.

                                        BORROWERS:

                                        GLOBAL SIGNAL ACQUISITIONS LLC
                                        GLOBAL SIGNAL ACQUISITIONS II LLC


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------


                                        LENDER:

                                        ----------------------------------------


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                                                                    EXHIBIT 10.9
                                                                  EXECUTION COPY

                        LIMITED RECOURSE PARENT GUARANTEE

          LIMITED RECOURSE PARENT GUARANTEE, dated as of May 26, 2005 (as
amended, restated, supplemented or otherwise modified and in effect from time to
time, this "Parent Guarantee"), made by Global Signal Inc., a Delaware
corporation ("Global Signal"), and Global Signal Operating Partnership, L.P., a
Delaware limited partnership ("GSOP", and together with Global Signal, the
"Guarantors"), in favor of Morgan Stanley Asset Funding Inc. ("MSAFI"), in its
capacity as collateral agent for the benefit of itself, the other Agents and the
Lenders under the Bridge Loan Agreement referred to below, and its successors
and assignees (the "Collateral Agent").

                                    RECITALS

          Pursuant to the Bridge Loan and Override Agreement, dated as of May
26, 2005 (including, without limitation, the terms of the Securitization Loan
Agreement Form referenced therein to the extent incorporated therein, as
amended, restated, supplemented or otherwise modified from time to time, the
"Bridge Loan Agreement"), by and among Global Signal Acquisitions II LLC, a
Delaware limited liability company (the "Borrower"), the lenders from time to
time party thereto (the "Lenders"), Bank of America, N.A. ("BANA"), as
co-Administrative Agent and calculation agent, and Morgan Stanley Asset Funding
Inc. ("MSAFI"), as co-Administrative Agent and Collateral Agent, the Lenders
have agreed to make loans (the "Loans") to the Borrower upon the terms and
subject to the conditions set forth therein, such Loans to be evidenced by the
Notes issued by the Borrower thereunder. As of the date hereof, the Guarantors
own, directly or indirectly, 100% of the equity interests of the Borrower. The
Guarantors will derive substantial direct and indirect benefit from the making
of the loans to the Borrower under the Bridge Loan Agreement. It is a condition
precedent to the obligation of the Lenders to make loans to the Borrower under
the Bridge Loan Agreement that the Guarantors shall have executed and delivered
this Parent Guarantee to the Collateral Agent.

          NOW, THEREFORE, in consideration of the premises and to induce the
Lenders to enter into the Bridge Loan Agreement and to induce the Lenders to
make loans to the Borrower under the Bridge Loan Agreement, the Guarantors
hereby agree with the Collateral Agent for the benefit of the Agents and the
Lenders as follows:

          1. Defined Terms.

          (a) Unless otherwise defined herein, terms defined in the Bridge Loan
Agreement and used herein shall have the meanings given to them in the Bridge
Loan Agreement. In addition, the following terms shall have the following
meaning:

          "Adverse Claim" means a lien, security interest, charge or
     encumbrance, or other right or claim in, of or on any Person's assets or
     properties in favor of any other Person (including any UCC financing
     statement or any similar instrument filed against such Person's assets or
     properties).

          "Consolidated Indebtedness" means, for the definition of Global Signal
     Default only, any Person and its consolidated Subsidiaries at such time,
     the aggregate Indebtedness (as defined in the GSOP Credit Agreement) of
     such Person and its consolidated Subsidiaries determined on a consolidated
     basis in accordance with GAAP.

          "Consolidated EBITDA" means, for the definition of Global Signal
     Default only, with respect to Global Signal and its consolidated
     Subsidiaries for any period of determination, the



     sum (determined on a consolidated basis), without duplication, of (a) net
     income for such period, plus (b) amortization, accretion and depreciation
     for such period, plus (c) interest expense (determined in accordance with
     GAAP) for such period, plus (d) actual taxes based on income for such
     period, plus (e) extraordinary losses for such period, including losses on
     early extinguishment of debt, minus (f) extraordinary gains for such
     period, plus (g) losses on foreign currency exchange for such period, minus
     (h) gains on foreign currency exchange for such period, plus (i) non-cash
     charges associated with stock based compensation expense, plus (j) non-cash
     accrued straight-line rent expense recorded under SFAS 13. For purposes of
     clauses (b) through (j) above, such amounts shall be deducted from, or
     added to, net income, in each case only to the extent such amounts were
     included in the calculation of net income.

          "Excluded Subsidiary" means each of the Borrower, Global Signal
     Acquisitions LLC, Global Signal Holdings I LLC, Global Signal Holdings II
     LLC, Global Signal Holdings III LLC, Global Signal Services LLC, Towers
     Finco LLC, Towers Finco II LLC, Pinnacle Towers and each of their
     respective Subsidiaries.

          "Excluded Subsidiaries" means, collectively, each Excluded Subsidiary.

          "Global Acquisitions Credit Agreement" means the Acquisition Credit
     Agreement dated as of April 25, 2005 by and among Global Signal
     Acquisitions LLC, as borrower, the lenders from time to time party thereto,
     and Morgan Stanley Asset Funding Inc., as the administrative and collateral
     agent, as amended, restated, supplemented or otherwise modified from time
     to time.

          "Global Signal Default" means any of the following:

          (i) at any time, the Consolidated Indebtedness of Global Signal and
     its consolidated Subsidiaries shall exceed $1,800,000,000, which amount
     shall be inclusive of all Consolidated Indebtedness with respect to the
     securitization of any Towers of Global Signal and/or its Subsidiaries;

          (ii) at any time, the ratio of (1) Debt for Borrowed Money of Global
     Signal and its Subsidiaries on a consolidated basis at such time to (2)
     Consolidated EBITDA for the period of 12 consecutive calendar months ended
     at or most recently prior to such time shall be greater than 7.65:1.00;
     provided, that the calculation of Consolidated EBITDA shall be adjusted to
     annualize the financial results of Towers owned, leased or managed for less
     than one year as follows: (A) the Consolidated EBITDA attributed to any
     Tower owned, leased or managed for less than one year but greater than or
     equal to one month shall be the Consolidated EBITDA attributed to such
     Tower for the period commencing on the date of the Acquisition of such
     Tower through the last day of the most recently completed month times, a
     fraction, the numerator of which is 12 and the denominator of which is the
     number of calendar months completed since the date of such Acquisition, and
     (B) the Consolidated EBITDA for Towers owned for less than one month shall
     be the estimated annual Consolidated EBITDA for such Towers based upon the
     budgeted annualized results of such Towers determined in a manner
     reasonably acceptable to Bank of America, N.A. and Morgan Stanley Asset
     Funding Inc., as co-Administrative Agents, and adjusted to reflect the
     financial results of such Towers on a consolidated basis (as opposed to a
     stand-alone per Tower basis); and

          (iii) Global Signal or any of its Subsidiaries shall fail to timely
     file all tax returns that are required to be filed by it or timely pay all
     Taxes due, except for any such Taxes as are being


                                       -2-



     appropriately contested in good faith by appropriate proceedings diligently
     conducted and with respect to which adequate reserves have been provided;

     provided, however, that capitalized terms used in this definition (except
     for Consolidated EBITDA and Consolidated Indebtedness) shall have the
     meaning given to them in the GSOP Credit Agreement.

          "GSOP Credit Agreement" means the GSOP Credit Agreement as defined in
     the Bridge Loan Agreement as in effect as of the date hereof, without
     giving effect to any amendment, waiver or other modifications unless
     approved in writing by the Administrative Agents or the Required Lenders.

          "Guarantee Obligations" has the meaning given that term in the GSOP
     Credit Agreement.

          "Indebtedness" has the meaning given that term in the GSOP Credit
     Agreement.

          "Intercompany Note" means an intercompany note in favor of a Guarantor
     in the amount equal to any loans made by a Guarantor to any directly owned
     Subsidiary pursuant to Section 11(d), in each case in form and substance
     reasonably satisfactory to the Administrative Agents.

          "Leased Property" means all real property that is leased or occupied
     pursuant to an easement by a Guarantor and its respective Subsidiaries, in
     each case, together with all fixtures and appurtenances thereon.

          "Other Credit Facilities" means the Loan Documents as defined in the
     GSOP Credit Agreement, the Loan Documents as defined in the Global
     Acquisitions Credit Agreement, the Loan Documents as defined in the
     Pinnacle Towers Securitization Agreement and the Loan Documents as defined
     in the Pinnacle Inc Securitization Agreement.

          "Pinnacle Inc." means Pinnacle Towers, Inc., a Delaware corporation.

          "Pinnacle Inc Securitization Agreement" means the Amended and Restated
     Loan and Security Agreement dated as of February 5, 2004 by and among
     Pinnacle Towers, Inc., the other borrower parties and Towers Finco LLC, as
     lender, as the same may be amended, supplemented, restated or otherwise
     modified from time to time.

          "Pinnacle Towers" means Pinnacle Towers Acquisition Holdings LLC, a
     Delaware limited liability company.

          "Pinnacle Towers Securitization Agreement" means the Amended and
     Restated Loan and Security Agreement dated as of December 7, 2004 by and
     among Pinnacle Towers, the other borrower parties and Towers Finco II LLC,
     as lender, as the same may be amended, supplemented, restated or otherwise
     modified from time to time.

          "Tower" means (i) any wireless communication towers owned, leased or
     managed (or to be owned, leased or managed) by a Guarantor or its
     Subsidiaries, including any rooftop or other sites owned, leased or managed
     by a Guarantor or its Subsidiaries, together with any real estate, fixtures
     and appurtenances that accompany the towers, rooftops or other sites, and
     (ii) any


                                       -3-



     fee simple interest or long-term easement in or on any real property on
     which wireless communications are built.

          "Tower Properties" mean any fee interest, leasehold interest or
     easement interest in any real property that supports a Tower.

          (b) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Parent Guarantee shall refer to this Parent Guarantee
as a whole and not to any particular provision of this Parent Guarantee, and
section and paragraph references are to this Parent Guarantee unless otherwise
specified.

          (c) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

          2. Guarantee.

          (a) Each Guarantor hereby jointly and severally, unconditionally and
irrevocably, guarantees (as a guarantee of payment and not merely as a guarantee
of collection) to the Collateral Agent (on behalf of and for the benefit of the
Agents and the Lenders) and its successors, indorsees, transferees and assigns,
the Guaranteed Obligations (as defined in Section 12).

          (b) Anything herein or in any other Loan Document to the contrary
notwithstanding, the maximum liability of each Guarantor hereunder and under the
other Loan Documents shall in no event exceed the amount which can be guaranteed
by such Guarantor under applicable federal and state laws relating to the
insolvency of debtors.

          (c) Subject to Section 12, each Guarantor further agrees to pay any
and all reasonable expenses (including, without limitation, all fees and
disbursements of counsel) which may be paid or incurred by the Collateral Agent
in enforcing, or obtaining advice of counsel in respect of, any rights with
respect to, or collecting, any or all of the Guaranteed Obligations and/or
enforcing any rights with respect to, or collecting against, such Guarantor
under this Parent Guarantee. This Parent Guarantee shall remain in full force
and effect until the Guaranteed Obligations are paid in full, notwithstanding
that from time to time prior thereto the Borrower may be free from the
Obligations.

          (d) Subject to Section 12, each Guarantor agrees that the Guaranteed
Obligations may at any time and from time to time exceed the amount of the
liability of such Guarantor hereunder without impairing this Parent Guarantee or
affecting the rights and remedies of the Collateral Agent hereunder.

          (e) No payment or payments made by the Borrower, any Guarantor, any
other Loan Party or any other guarantor or any other Person or received or
collected by the Collateral Agent from the Borrower, any Guarantor, any other
Loan Party or any other guarantor or any other Person by virtue of any action or
proceeding or any set-off or appropriation or application at any time or from
time to time in reduction of or in payment of the Guaranteed Obligations shall
be deemed to modify, reduce, release or otherwise affect the liability of any
Guarantor hereunder, which shall, notwithstanding any such payment or payments
other than payments received or collected from such Guarantor in respect of the
Guaranteed Obligations, remain liable (subject to Section 12) for the Guaranteed
Obligations up to the maximum liability of such Guarantor hereunder until the
Guaranteed Obligations are paid in full.

          3. Right of Set-off. Upon the occurrence and during the continuance of
any Event of Default to the extent that any Guaranteed Obligations are
outstanding, each Guarantor hereby


                                       -4-



irrevocably authorizes the Collateral Agent at any time and from time to time
without notice to such Guarantor, any such notice being expressly waived by such
Guarantor, to set-off and appropriate and apply any and all deposits (general or
special, time or demand, provisional or final), in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by the Collateral Agent to or for the credit or the account of such
Guarantor, or any part thereof in such amounts as the Collateral Agent may
elect, against and on account of the obligations and liabilities of such
Guarantor to the Collateral Agent hereunder and claims of every nature and
description of the Collateral Agent against such Guarantor, in any currency,
arising hereunder, under the Bridge Loan Agreement, the Notes or any other Loan
Document, as the Collateral Agent may elect, whether or not the Collateral Agent
has made any demand for payment and although such obligations, liabilities and
claims may be contingent or unmatured. The Collateral Agent shall notify the
Guarantors promptly of any such set-off and the application made by the
Collateral Agent, provided that the failure to give such notice shall not affect
the validity of such set-off and application. The rights of the Collateral Agent
under this Section are in addition to other rights and remedies (including,
without limitation, other rights of set-off) which the Collateral Agent may
have.

          4. No Subrogation. Notwithstanding any payment or payments made by the
Guarantors hereunder, no Guarantor shall be entitled to be subrogated to any of
the rights of the Collateral Agent or any Lender against the Borrower or other
guarantor or any collateral security or guarantee or right of offset held by the
Collateral Agent or any Lender for the payment of the Guaranteed Obligations,
nor shall any Guarantor seek or be entitled to seek any contribution or
reimbursement from the Borrower or any other Loan Party or any guarantor in
respect of payments made by such Guarantor hereunder, in each case until all
amounts owing to the Lenders and the Agents by the Borrower on account of the
Guaranteed Obligations are paid in full. If any amount shall be paid to any
Guarantor on account of such subrogation rights at any time when all of the
Guaranteed Obligations shall not have been paid in full, such amount shall be
held by such Guarantor in trust for the Collateral Agent (on behalf of the
Agents and the Lenders), segregated from other funds of such Guarantor, and
shall, forthwith upon receipt by such Guarantor, be turned over to the
Collateral Agent in the exact form received by such Guarantor (duly indorsed by
such Guarantor to the Collateral Agent, if required), to be applied against the
Guaranteed Obligations, whether matured or unmatured, in such order as the
Collateral Agent may determine.

          5. Amendments, Etc. with Respect to the Guaranteed Obligations; Waiver
of Rights. Each Guarantor shall remain obligated hereunder notwithstanding that,
without any reservation of rights against such Guarantor and without notice to
or further assent by such Guarantor, any demand for payment of any of the
Guaranteed Obligations made by the Collateral Agent, any Administrative Agent or
any Lender may be rescinded by the Collateral Agent, such Administrative Agents
or such Lender, as the case may be, and any of the Guaranteed Obligations
continued, and the Guaranteed Obligations, or the liability of any other party
upon or for any part thereof, or any collateral security or guarantee therefor
or right of offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Collateral Agent, and the Bridge Loan Agreement,
the Notes and the other Loan Documents and any other documents executed and
delivered in connection therewith may be amended, modified, supplemented or
terminated, in whole or in part, as the Collateral Agent, any Administrative
Agent and/or the Lenders may deem advisable from time to time, and any
collateral security, guarantee or right of offset at any time held by the
Collateral Agent, any Administrative Agent or any Lender for the payment of the
Guaranteed Obligations may be sold, exchanged, waived, surrendered or released.
The Collateral Agent shall not have any obligation to protect, secure, perfect
or insure any Lien at any time held by it as security for the Guaranteed
Obligations or for this Parent Guarantee or any property subject thereto. When
making any demand hereunder against any Guarantor, the Collateral Agent may, but
shall be under no obligation to, make a similar demand on the Borrower or any
other Loan Party or guarantor, and any failure by the Collateral Agent to make
any such demand or to collect any payments from the Borrower or any such


                                       -5-



other Loan Party or guarantor or any release of the Borrower or such other Loan
Party or guarantor shall not relieve such Guarantor of its obligations or
liabilities hereunder, and shall not impair or affect the rights and remedies,
express or implied, or as a matter of law, of the Collateral Agent against such
Guarantor. For the purposes hereof, "demand" shall include the commencement and
continuance of any legal proceedings.

          6. Guarantee Absolute and Unconditional. Each Guarantor waives any and
all notice of the creation, renewal, extension or accrual of any of the
Guaranteed Obligations and notice of or proof of reliance by the Collateral
Agent, any Administrative Agent or any Lender upon this Parent Guarantee or
acceptance of this Parent Guarantee or the Guaranteed Obligations, and any of
them shall conclusively be deemed to have been created, contracted or incurred,
or renewed, extended, amended or waived, in reliance upon this Parent Guarantee;
and all dealings between the Borrower, any Guarantor and/or any other Loan
Party, on the one hand, and the Collateral Agent, any Administrative Agent
and/or any Lender, on the other hand, likewise shall be conclusively presumed to
have been had or consummated in reliance upon this Parent Guarantee. Each
Guarantor waives diligence, presentment, protest, demand for payment and notice
of default or nonpayment to or upon the Borrower, any Guarantor or any other
Loan Party with respect to the Guaranteed Obligations. Each Guarantor
understands and agrees that this Parent Guarantee shall be construed as a
continuing, absolute and unconditional guarantee of payment, without regard to
(a) the validity, regularity or enforceability of the Bridge Loan Agreement, the
Notes or any other Loan Document, any of the Guaranteed Obligations or any other
collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Collateral Agent, any
Administrative Agent or any Lender, (b) any defense, set-off or counterclaim
(other than a defense of payment or performance) which may at any time be
available to or be asserted by the Borrower or any other Loan Party against the
Collateral Agent, any Administrative Agent or any Lender or (c) any other
circumstance whatsoever (with or without notice to or knowledge of the Borrower,
any Guarantor or any other Loan Party) which constitutes, or might be construed
to constitute, an equitable or legal discharge of the Borrower or any other Loan
Party for the Guaranteed Obligations, or of any Guarantor under this Parent
Guarantee, in bankruptcy or in any other instance. When pursuing its rights and
remedies hereunder against any Guarantor, the Collateral Agent may, but shall be
under no obligation to, pursue such rights and remedies as it may have against
the Borrower, any other Loan Party or any other Person or against any collateral
security or guarantee for the Guaranteed Obligations or any right of offset with
respect thereto, and any failure by the Collateral Agent (or any Administrative
Agent or any Lender) to pursue such other rights or remedies or to collect any
payments from the Borrower, any other Loan Party or any such other Person or to
realize upon any such collateral security or guarantee or to exercise any such
right of offset, or any release of the Borrower, any other Loan Party or any
such other Person or any such collateral security, guarantee or right of offset,
shall not relieve any Guarantor of any liability hereunder, and shall not impair
or affect the rights and remedies, whether express, implied or available as a
matter of law, of the Collateral Agent against any Guarantor. This Parent
Guarantee shall remain in full force and effect and be binding in accordance
with and to the extent of its terms upon each Guarantor and the successors and
assigns thereof, and shall inure to be benefit of the Collateral Agent and its
successors, indorsees, transferees and assigns, until all of the Guaranteed
Obligations shall have been satisfied by payment in full, notwithstanding that
from time to time during the term of the Bridge Loan Agreement the Borrower and
the other Loan Parties may be free from any of the Guaranteed Obligations.

          7. Reinstatement. This Parent Guarantee shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, if any of the Guaranteed Obligations are rescinded or must
otherwise be restored or returned by the Collateral Agent, any Administrative
Agent or the Lenders upon the insolvency, bankruptcy, dissolution, liquidation
or reorganization of the Borrower, any other Loan Party, any Guarantor or any
other guarantor of the Guaranteed Obligations, or upon or as a result of the
appointment of a receiver, intervenor or conservator


                                       -6-



of, or trustee or similar officer for, the Borrower, any Loan Party or any
Guarantor or any substantial part of their respective property, or otherwise,
all as though such payments had not been made.

          8. Not Affected by Bankruptcy. Notwithstanding any modification,
discharge or extension of the Guaranteed Obligations or any amendment,
modification, stay or cure of the Collateral Agent's, any Administrative Agent'
or any Lender's rights which may occur in any bankruptcy or reorganization case
or proceeding against the Borrower, any other Loan Party or any Guarantor or any
other guarantor, whether permanent or temporary, and whether or not assented to
by the Collateral Agent, the Administrative Agents or the Lenders, each
Guarantor hereby agrees that it shall be obligated hereunder to pay and perform
all of its obligations under this Parent Guarantee in accordance with its terms
(without regard to any such modification, discharge or extension of the
Guaranteed Obligations of the Borrower or any other Loan Party or such other
guarantor thereunder). Without in any way limiting the generality of the
foregoing, any subsequent modification of the Guaranteed Obligations in any
reorganization case concerning the Borrower or any other Loan Party (other than
such Guarantor) shall not affect the obligation of such Guarantor to pay and
perform the Guaranteed Obligations in accordance with the original terms
thereof.

          9. Payments. Each Guarantor hereby agrees that payments hereunder will
be paid to the Collateral Agent without set-off or counterclaim in U.S. Dollars
at the office of the Collateral Agent specified in Section 14.2 of the Bridge
Loan Agreement.

          10. Representations and Warranties. Each Guarantor hereby makes each
of the representations and warranties set forth in Section 4.1(a) of the Bridge
Loan Agreement and Sections 4.9, 4.10, 4.11 (other than with respect to the
Other Credit Facilities), 4.12, 4.13, 4.17, 4.21, and 4.28 of the Securitization
Loan Agreement Form with respect to itself and its Subsidiaries (other than the
Borrower and its Subsidiaries), mutatis mutandis. Global Signal further makes
the representations and warranties set forth in Section 4.3 of the
Securitization Loan Agreement Form, mutatis mutandis. In addition, each
Guarantor hereby represents and warrants that:

          (a) each of it and its consolidated Subsidiaries (i) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (ii) has the requisite corporate, company or
partnership power and authority, and the legal right, to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (iii) is duly qualified as a foreign
corporation, limited liability company, or partnership, as applicable, and is in
good standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, and (iv) is in compliance with all Requirements of Law, except,
in each case referred to in clauses (ii), (iii) and (iv), to the extent that the
failure to comply with any of the foregoing is not, in the aggregate, reasonably
expected to have a Material Adverse Effect;

          (b) it has the corporate, limited liability company or partnership
power and authority, as the case may be, and the legal right, to make, deliver
and perform this Parent Guarantee and has taken all necessary corporate, limited
liability company or partnership action, as the case may be, to authorize the
execution, delivery and performance of this Parent Guarantee. No consent or
authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person is required in connection with the
execution, delivery, performance, validity or enforceability of this Parent
Guarantee. This Parent Guarantee has been duly executed and delivered on behalf
of such Guarantor. This Parent Guarantee constitutes a legal, valid and binding
obligation of such Guarantor enforceable against such Guarantor in accordance
with its terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing;


                                       -7-



          (c) the execution, delivery and performance of this Parent Guarantee
will not violate any Requirements of Law or Contractual Obligation of such
Guarantor or of any of its Subsidiaries and will not result in, or require, the
creation or imposition of any Lien on any of its or their respective properties
or revenues pursuant to any such Requirements of Law or Contractual Obligation
(other than Liens created by the Security Documents in favor of the Collateral
Agent for the benefit of the Agents and the Lenders);

          (d) no consent or authorization of, filing with, notice to, or other
act by or in respect of, any Governmental Authority or any other Person
(including, without limitation, any stockholder or creditor of such Guarantor)
is required in connection with the execution, delivery, performance, validity or
enforceability of this Parent Guarantee;

          (e) Global Signal has not engaged in any material "prohibited
transactions" as defined in Section 857(b)(6)(B)(iii) and (C) of the Code.
Global Signal is for its current "tax year" (as defined in the Code) and for all
prior tax years subsequent to its election to be a real estate investment trust
has been entitled to a dividends paid deduction under the requirements of
Section 857 of the Code with respect to any dividends paid by it with respect to
each such year for which it claims a deduction in its Form 1120-REIT filed with
the United States Internal Revenue Service for such year;

          (f) neither Global Signal, nor any other Guarantor nor any of their
respective Subsidiaries is engaged in any unfair labor practice which is
reasonably expected to have a Material Adverse Effect. There is (a) no unfair
labor practice complaint pending or, to the best knowledge of the Guarantor,
threatened against Global Signal, any other Guarantor or any of their respective
Subsidiaries before the National Labor Relations Board which is reasonably
expected to have a Material Adverse Effect and no grievance or arbitration
proceeding arising out of or under a collective bargaining agreement is so
pending or threatened; (b) no strike, labor dispute, slowdown or stoppage
pending or, to the best the knowledge of each Guarantor, threatened against
Global Signal, any other Guarantor or any of their respective Subsidiaries; and
(c) no union representation question existing with respect to employees of
Global Signal, any other Guarantor or any of their respective Subsidiaries and
no union organizing activities are taking place with respect to any thereof; and

          (g) Global Signal, each other Guarantor and each of their respective
Subsidiaries have, with respect to their respective properties and businesses,
insurance maintained with financially sound and reputable insurance companies in
at least such amounts and against at least such risks as are usually insured
against in the same general area by companies engaged in the same or a similar
business.

Each Guarantor agrees that the foregoing representations and warranties shall be
deemed to have been made by it on the date of the borrowing by the Borrower
under the Bridge Loan Agreement on and as of such date of borrowing as though
made hereunder on and as of such date (except to the extent that such
representations and warranties relate to an earlier date, in which case such
representations and warranties shall have been true as of such date).

          11. Covenants. Each Guarantor hereby covenants and agrees with the
Collateral Agent that, from and after the date of this Parent Guarantee until
the Guaranteed Obligations are paid in full:

          (a) Financial Information.

          (i) Global Signal shall, as soon as practical, but in any event within
     95 days after the end of each fiscal year (or with respect to the 2004
     fiscal year, on or before the Closing Date) of Global Signal commencing
     with the year ending on December 31, 2004, deliver to the Agents


                                       -8-



     and the Lenders a copy of the consolidated balance sheet of Global Signal
     and its consolidated Subsidiaries as of the end of such year and the
     related consolidated statements of income and retained earnings and of cash
     flows for such year, setting forth in each case in comparative form the
     figures for the previous year, reported on without a "going concern" or
     like qualification or exception, or qualification arising out of the scope
     of the audit, by Ernst & Young LLP or other independent registered public
     accountants of nationally recognized standing;

          (ii) Global Signal shall, as soon as practical, but in any event not
     later than 50 days after the end of each of the first three quarterly
     periods of each fiscal year of Global Signal commencing with the quarterly
     period ending on June 30, 2005, deliver to the Agents and the Lenders the
     unaudited consolidated balance sheet of Global Signal and its consolidated
     Subsidiaries as at the end of such quarter and the related unaudited
     consolidated statements of income and retained earnings and of cash flows
     of Global Signal and its consolidated Subsidiaries for such quarter and the
     portion of the fiscal year through the end of such quarter, setting forth
     in each case in comparative form the equivalent figures for the previous
     year, certified by a Responsible Officer as being fairly stated in all
     material respects (subject to normal year end audit adjustments);

          (iii) Global Signal shall, concurrently with the delivery of the
     financial statements referred to in clauses (i) and (ii) of this Section,
     deliver to the Agents and the Lenders a certificate of a Responsible
     Officer of Global Signal stating that, to the best of such Responsible
     Officer's knowledge, each of the Loan Parties during such period has
     observed or performed all of its covenants and other agreements, and
     satisfied every condition, contained in this Parent Guarantee and the other
     Loan Documents to be observed, performed or satisfied by it, and that such
     Responsible Officer has obtained no knowledge of any Default or Event of
     Default except as specified in such certificate; and

          (iv) Global Signal shall deliver to the Agents and the Lenders (to the
     extent not available on Global Signal's website www.gsignal.com) (A) within
     five days after the same are sent, copies of all financial statements and
     reports which Global Signal sends to its stockholders, (B) within five days
     after the same are filed, copies of all financial statements and reports
     which Global Signal may make to, or file with, the Securities and Exchange
     Commission or any successor or analogous Governmental Authority, and (C)
     such other additional financial information that the Agents or any Lender
     may from time to time reasonably request;

all such financial statements shall fairly present the financial condition of
Global Signal and shall be prepared in reasonable detail and in accordance with
GAAP (except for, in the case of any unaudited financial statements, the absence
of footnotes and normal year-end adjustments) applied consistently throughout
the periods reflected therein and with prior periods (except as approved by such
accountants or officer, as the case may be, and disclosed therein). Neither
Global Signal nor any of its Subsidiaries shall fail to timely file all tax
returns that are required to be filed by it or timely pay all Taxes due, except
for any such Taxes as are being appropriately contested in good faith by
appropriate proceedings diligently conducted and with respect to which adequate
reserves have been provided.

          At Global Signal's option, information delivered to the Agents and the
Lenders pursuant to this Section 11(a) may be delivered by posting to Internet
or intranet websites pursuant to procedures approved by the Collateral Agent.
Information posted to an Internet or intranet website shall be deemed received
upon the deemed receipt by the intended recipient at its email address of
notification that such information is available and identifying the website
address therefore. Unless the Collateral Agent otherwise prescribes, a
notification sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgment from the intended recipient (such as by
"return receipt requested" function,


                                       -9-



as available, return e-mail or other written acknowledgement), provided that if
such notification is not sent during the normal business hours of the recipient,
such notification shall be deemed to have been sent at the opening of business
on the next business day for the recipient.

          (b) Global Signal Default. Global Signal shall not, and shall not
permit any of its Subsidiaries to, cause, or permit to exist, a Global Signal
Default.

          (c) Maintenance of Property; Insurance. Each Guarantor and its
Subsidiaries (other than Excluded Subsidiaries) shall (i) keep all of their
respective property that is material to the condition of their respective
businesses in good working order and condition, ordinary wear and tear excepted,
(ii) maintain with financially sound and reputable insurance companies insurance
on all of their respective property in at least such amounts and against at
least such risks (but including in any event public liability and business
interruption) as are usually insured against in the same general area by
companies engaged in the same or similar businesses, and (iii) furnish to the
Collateral Agent, upon written request, information as to the insurance carried
in reasonable detail.

          (d) Notices. Each Guarantor shall, upon any officer thereof obtaining
knowledge of any of the following, promptly give the Collateral Agent notice of:

          (i) the occurrence of any Global Signal Default, Default or Event of
     Default;

          (ii) any (A) default or event of default under any Contractual
     Obligation of such Guarantor or any of their respective Subsidiaries, to
     the extent known by such Guarantor or (B) litigation, investigation or
     proceeding which may exist at any time between such Guarantor or any of
     their respective Subsidiaries and any Governmental Authority, which in
     either case, if not cured or if adversely determined, as the case may be,
     is reasonably expected to have a Material Adverse Effect;

          (iii) any litigation or proceeding affecting such Guarantor or any of
     its Subsidiaries in which the amount involved is $5,000,000 or more and not
     covered by insurance or in which injunctive or similar relief is sought
     that, if enforced, would be of similar impact;

          (iv) the following events, as soon as possible and in any event within
     30 days after such Guarantor knows or has reason to know thereof: (A) the
     occurrence or expected occurrence of any Reportable Event with respect to
     any Plan, a failure to make any required contribution to a Plan, the
     creation of any Lien in favor of the PBGC or a Plan or any withdrawal from,
     or the termination, Reorganization or Insolvency of, any Multiemployer Plan
     or (B) the institution of proceedings or the taking of any other action by
     the PBGC or such Guarantor or any Commonly Controlled Entity or any
     Multiemployer Plan with respect to the withdrawal from, or the terminating,
     Reorganization or Insolvency of, any Plan; and

          (v) any development or event which has had or is reasonably expected
     to have a Material Adverse Effect.

          Each notice pursuant to this Section shall be accompanied by a
statement of a Responsible Officer of such Guarantor providing such notice
setting forth details of the occurrence referred to therein and stating what
action is proposed to be taken with respect thereto

          (e) Environmental Matters. Each Guarantor and its Subsidiaries shall
comply with all applicable Environmental Laws and obtain and comply in all
material respects with and maintain any and all licenses, approvals,
notifications, registrations or permits required by applicable Environmental


                                      -10-



Laws except to the extent that failure to do any of the foregoing could not be
reasonably expected to have a Material Adverse Effect.

          (f) [reserved]

          (g) Fundamental Changes of Global Signal. Global Signal shall not
convey, sell, lease, assign, transfer or otherwise dispose of, all or
substantially all of its property, business or assets.

          (h) Fundamental Changes of GSOP. Neither GSOP nor any of its
Subsidiaries shall enter into any merger, consolidation or amalgamation, or
liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of,
all or substantially all of its property, business or assets, or enter into any
business, either directly or through any Subsidiary (except for those businesses
in which GSOP or any of its Subsidiaries are engaged, or proposed to be engaged,
on the date hereof or which are directly related hereto), except:

          (i) any such Subsidiary may be merged or consolidated with or into
     GSOP (provided that the GSOP shall be the continuing or surviving entity)
     or with or into any one or more wholly owned Subsidiaries of GSOP (provided
     that such wholly owned Subsidiary or Subsidiaries shall be the continuing
     or surviving entity);

          (ii) any such Subsidiary may sell, lease, transfer or otherwise
     dispose of any or all of its assets (upon voluntary liquidation or
     otherwise) to GSOP or any other wholly owned Subsidiary of GSOP;

          (iii) the merger of GSOP or any such Subsidiary of GSOP with or into
     Global Signal or a Subsidiary of Global Signal so long as each Lender
     determines (in its sole discretion) that such merger is not adverse to its
     interests and provides written notice of the same to GSOP;

          (iv) the merger of any such Subsidiary with or into another Person
     pursuant to an Acquisition, provided that concurrently therewith the
     requirements of Section 6.11(b) of the GSOP Credit Agreement with respect
     thereto are satisfied; and

          (v) the dissolution of Concorde Swindon Limited.

          (i) Limitation on Negative Pledges. GSOP shall not, and shall not
permit any of its Subsidiaries (other than Excluded Subsidiaries) to, enter into
with any Person any agreement, other than the Loan Documents, which prohibits or
limits the ability of GSOP or any of its Subsidiaries (other than Excluded
Subsidiaries) to create, incur, assume or suffer to exist any Lien on any of its
property, assets or revenues, whether now owned or hereafter acquired, except as
required under the Pinnacle Inc Securitization Agreement.

          (j) Limitation on Guarantee Obligations. GSOP shall not, or shall not
permit any of its Subsidiaries to, create, incur, assume or suffer to exist any
Guarantee Obligation, other than (i) this Parent Guarantee, (ii) Guarantee
Obligations to third parties in respect of liabilities (other than Indebtedness)
of Subsidiaries of GSOP incurred in the ordinary course of business, (iii)
Guarantee Obligations of any Excluded Subsidiaries, (iv) any Subsidiary
Guarantee under the Bridge Loan Agreement, and (iv) any Guarantee Obligations in
respect of the Global Acquisitions Credit Agreement.

          (k) Limitation on Indebtedness. GSOP shall not, nor shall GSOP permit
any of its Subsidiaries (other than Excluded Subsidiaries) to, create, incur,
assume or suffer to exist any Indebtedness, except:


                                      -11-



          (i) Indebtedness of GSOP under this Parent Guarantee;

          (ii) Indebtedness of GSOP under the GSOP Credit Agreement;

          (iii) Indebtedness of GSOP or any of its Subsidiaries to GSOP or any
     of its Subsidiaries, provided that such Indebtedness of any directly owned
     Subsidiary to GSOP is evidenced by an Intercompany Note and pledged to the
     Collateral Agent and subordinated to the Obligations on terms and
     conditions reasonably satisfactory to the Required Lenders;

          (iv) [reserved];

          (v) [reserved];

          (vi) any Guarantee Obligation permitted under Section 11(j);

          (vii) earnouts payable to the seller party in connection with any
     Acquisition; and

          (viii) any Indebtedness of Pinnacle Towers Limited and its
     Subsidiaries permitted under the Parent Guarantee (as defined in the GSOP
     Credit Agreement).

          (l) Liens. GSOP shall not, or shall not permit any of its Subsidiaries
(other than Excluded Subsidiaries) to, create, incur, assume or suffer to exist
any Lien upon any of its respective property, assets or revenues, whether now
owned or hereafter acquired, except for:

          (i) Liens for taxes, assessments, governmental charges, levies or
     claims not yet due and payable or which are being contested in good faith
     by appropriate proceedings (excluding Liens arising under any Environmental
     Laws, Liens in favor of the Internal Revenue Service of the United States,
     the PBGC or any Plan), provided that adequate reserves with respect thereto
     are maintained on the books of GSOP or its Subsidiaries, as the case may
     be, in conformity with GAAP;

          (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's
     or other like Liens arising in the ordinary course of business which are
     not overdue for a period of more than 60 days or which are being contested
     in good faith by appropriate proceedings;

          (iii) pledges or deposits in connection with workers' compensation,
     unemployment insurance and other social security legislation and deposits
     securing liability to insurance carriers under insurance or self insurance
     arrangements;

          (iv) easements, rights-of-way, licenses, restrictions, encroachments
     and other similar encumbrances incurred in the ordinary course of the
     business of GSOP or any of its Subsidiaries or, with respect to any Tower,
     existing on the date of the Acquisition of such Tower, which, in the
     aggregate, do not materially (1) interfere with the ordinary conduct of the
     business of GSOP and any of its Subsidiaries, taken as a whole, or (2)
     impair the use or operations of the Tower Properties, taken as a whole;

          (v) Liens created by lease agreements, statute or common law to secure
     the payments of rental amounts and other sums not yet due thereunder;

          (vi) Liens on Leased Property created by an owner or lessor thereof;


                                      -12-



          (vii) Licenses, sublicenses, leases or subleases granted by GSOP or
     any of its Subsidiaries in the ordinary course of each of their respective
     businesses and not expressly prohibited by any provision of this Parent
     Guarantee or any other Loan Document and not materially interfering with
     the conduct of the business of GSOP or any of its Subsidiaries;

          (viii) Liens created pursuant to the Security Documents;

          (ix) Liens in the ordinary course of business on (i) cash to secure
     performance of statutory obligations, surety or appeal bonds, performance
     bonds, bids or tenders or (ii) escrow deposits in connection with
     Acquisitions by GSOP and/or any of its Subsidiaries permitted under the
     GSOP Credit Agreement which secure an amount not to exceed at any time
     $12,000,000 in the aggregate;

          (x) Liens on Indebtedness of Pinnacle Towers Limited and its
     Subsidiaries permitted pursuant to Section 11(k)(viii);

          (xi) Liens securing the payment of judgments which do not result in an
     Event of Default and which are being appealed and contested in good faith,
     have been adequately bonded pending such appeal and with respect to which
     enforcement has been stayed; and

          (xii) Liens securing the payment of the Global Acquisitions Credit
     Agreement.

          (m) Limitation on Distributions.

          (i) GSOP shall not, or shall not permit any of its Subsidiaries (other
     than Excluded Subsidiaries) to, make any distribution on, or make any
     payment on account of, or set apart assets for a sinking or other analogous
     fund for, the purchase, redemption, defeasance, retirement or other
     acquisition of, any shares of any class of Capital Stock of GSOP or any of
     such Subsidiaries or any warrants or options to purchase any such Capital
     Stock, whether now or hereafter outstanding, or make any other distribution
     in respect thereof, either directly or indirectly, whether in cash or
     property or in obligations of GSOP or a Subsidiary thereof, except, (A)
     distributions in cash or other property to the extent required to satisfy
     the REIT Distribution Requirement, and, (B) so long as no Event of Default
     then exists or would result therefrom, (1) equity distributions as
     consideration for the transactions contemplated by Section 11(g) and
     Section 11(h), (2) in addition to and without duplication of dividends paid
     under clause (A) of this Section, ordinary quarterly dividends to the
     holders of the Capital Stock of GSOP or any of its Subsidiaries in an
     amount reasonably comparable to ordinary quarterly dividends customarily
     declared (including increases in such dividends consistent, in terms of the
     percentage of such increase, with past practices) by the Board of Directors
     of Global Signal, and (3) distributions of cash to the extent necessary to
     pay the ordinary operating expenses of Global Signal, provided that the
     aggregate amount of such distributions made pursuant to this subclause (3)
     from the Closing Date shall not exceed $2,000,000; and

          (ii) GSOP shall not enter into any derivative or other transaction
     with any financial institution, commodities or stock exchange or
     clearinghouse (a "Derivatives Counterparty") obligating GSOP or any
     Subsidiary (other than Excluded Subsidiaries) thereof to make payments to
     such Derivatives Counterparty as a result of any change in market value of
     any such Capital Stock;


                                      -13-



     (all such declarations, payments, setting apart, purchases, redemptions,
     defeasances, retirements, acquisitions and distributions, and all such
     transactions with any Derivatives Counterparties, all as described in
     subsections (i) and (ii) above, being herein called "Restricted Payments").

          12. Limitation of Liability. Notwithstanding any other provisions of
this Parent Guarantee or any other Loan Document (a) the aggregate liability of
the Guarantors under this Parent Guarantee or any successor entity of such
Guarantors (other than in each case the Borrower or any of its Subsidiaries),
shall not exceed $50,000,000, and (b) no Guarantor shall be liable under this
Parent Guarantee except to the extent of actual losses resulting from an Event
of Default having occurred and continuing with respect to Section 5.1(c) or (d)
of the Bridge Loan Agreement or Section 4.5, 4.25, 4.26, 5.10, 5.16, 5.23, 5.24,
or 5.25 of the Securitization Loan Agreement Form, and solely to the extent
losses resulting from breaches of such provisions are not covered by Title
Policies (collectively, the "Guaranteed Obligations").

          Nothing contained in this Section shall be construed to impair the
validity of the Obligations or affect or impair in any way the right of any
Agent or Lender to exercise their rights and remedies under the Bridge Loan
Agreement, the Notes and any other Loan Documents in accordance with their
respective terms.

          13. Notices. All notices, requests and demands to or upon the
Collateral Agent or any Guarantor to be effective shall be in writing (or by
telex, fax or similar electronic transfer confirmed in writing) and shall be
deemed to have been duly given or made (1) when delivered by hand, (2) if given
by mail, three Business Days after being deposited in the mails by certified
mail, return receipt requested or (3) if by telex, fax or similar electronic
transfer, when sent and receipt has been confirmed, addressed as follows:

          (a) if to the Collateral Agent, at its address or transmission number
for notices provided in Section 14.2 of the Bridge Loan Agreement; and

          (b) if to a Guarantor, at its address or transmission number for
notices set forth under its signature below.

          The Collateral Agent and any Guarantor may change its address and
transmission numbers for notices by notice in the manner provided in this
Section.

          14. Severability. Any provision of this Parent Guarantee which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

          15. Integration. This Parent Guarantee represents the agreement of the
Guarantors with respect to the subject matter hereof and there are no promises
or representations by the Collateral Agent relative to the subject matter hereof
not reflected herein.

          16. Amendments in Writing; No Waiver; Cumulative Remedies.

          (a) None of the terms or provisions of this Parent Guarantee may be
waived, amended, supplemented or otherwise modified except by a written
instrument executed by each Guarantor and the Collateral Agent; provided that
any provision of this Parent Guarantee may be waived by the Collateral Agent in
a written instrument executed by the Collateral Agent.


                                      -14-



          (b) The Collateral Agent shall not by any act (except by a written
instrument pursuant to Section 16(a) hereof), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default or in any breach of any of the
terms and conditions hereof. No failure to exercise, nor any delay in
exercising, on the part of the Collateral Agent, any right, power or privilege
hereunder shall operate as a waiver thereof. No single or partial exercise of
any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. A
waiver by the Collateral Agent of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which the
Collateral Agent would otherwise have on any future occasion.

          The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.

          17. Section Headings. The section headings used in this Parent
Guarantee are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.

          18. Successors and Assigns. This Parent Guarantee shall be binding
upon the successors and assigns of the Guarantors and shall inure to the benefit
of the Collateral Agent, the Administrative Agents, the Lenders and their
respective successors and assigns.

          19. GOVERNING LAW. THIS PARENT GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          20. Submission To Jurisdiction; Waivers. Each Guarantor hereby
irrevocably and unconditionally:

          (a) submits for itself and its property in any legal action or
proceeding relating to this Parent Guarantee, or for recognition and enforcement
of any judgment in respect thereof, to the non-exclusive general jurisdiction of
the courts of the State of New York, the courts of the United States of America
for the Southern District of New York, and appellate courts from any thereof;

          (b) consents that any such action or proceeding may be brought in such
courts and waives any objection that it may now or hereafter have to the venue
of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

          (c) agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to such Guarantor at
its address set forth under its signature below or at such other address of
which the Collateral Agent shall have been notified pursuant hereto;

          (d) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the right
to sue in any other jurisdiction; and

          (e) waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to in
this Section any special, exemplary, punitive or consequential damages.

          21. Acknowledgments. Each Guarantor hereby acknowledges that:


                                      -15-



          (a) it has been advised by counsel in the negotiation, execution and
delivery of this Parent Guarantee;

          (b) neither the Collateral Agent, any Administrative Agent, nor any
Lender have any fiduciary relationship with or duty to such Guarantor arising
out of or in connection with this Parent Guarantee or the other Loan Documents,
and the relationship between the Guarantors, the Borrower and the other Loan
Parties, on one hand, and the Collateral Agent, the Administrative Agents and
the Lenders, on the other hand, in connection herewith or therewith is solely
that of debtor and creditor; and

          (c) no joint venture is created hereby or by any other Loan Documents
or otherwise exists by virtue of the transactions contemplated hereby among the
Guarantors, the Borrower, any of the other Loan Parties, the Collateral Agent,
the Administrative Agents or the Lenders.

          22. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS PARENT GUARANTEE OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.


                                      -16-



          IN WITNESS WHEREOF, each of the undersigned has caused this Parent
Guarantee to be duly executed and delivered by its duly authorized officer as of
the day and year first above written.

                            [SIGNATURE PAGES FOLLOW]



                                      GLOBAL SIGNAL INC.,
                                         as Guarantor


                                      By: /s/ Greerson G. McMullen
                                          --------------------------------------
                                          Name: Greerson G. McMullen
                                          Title: Executive Vice President

                                      Address for Notices:

                                         301 North Cattlemen Road, Suite 300
                                         Sarasota, FL 34232
                                         Attention: William Freeman
                                         with a copy to: General Counsel
                                         Phone: (941) 308-5980
                                         Fax: (941) 308-4250


                                      GLOBAL SIGNAL OPERATING
                                         PARTNERSHIP, L.P.,
                                         as Guarantor

                                         by: Global Signal GP LLC,
                                             its General Partner


                                      By: /s/ Greerson G. McMullen
                                          --------------------------------------
                                          Name: Greerson G. McMullen
                                          Title: Executive Vice President

                                      Address for Notices:

                                         301 North Cattlemen Road, Suite 300
                                         Sarasota, FL 34232
                                         Attention: William Freeman
                                         with a copy to: General Counsel
                                         Phone: (941) 308-5980
                                         Fax: (941) 308-4250

                        LIMITED RECOURSE PARENT GUARANTEE



                                      MORGAN STANLEY ASSET FUNDING INC.,
                                         as Collateral Agent


                                      By: /s/ Barbara Isaacman
                                          --------------------------------------
                                          Name: Barbara Issacman
                                          Title: Vice President

                                      Address for Notices:

                                         1221 Avenue of the Americas, 27th Floor
                                         New York, New York 10020
                                         Attention: Barbara Isaacman
                                         Fax: (212) 507-4151

                        LIMITED RECOURSE PARENT GUARANTEE

                                                                   EXHIBIT 10.10
                                                                  EXECUTION COPY

                                PLEDGE AGREEMENT

          PLEDGE AGREEMENT, dated as May 26, 2005 (as amended, restated,
supplemented or otherwise modified from time to time, this "Agreement"), made by
GLOBAL SIGNAL ACQUISITIONS II LLC, a Delaware limited liability company (the
"Borrower"), GLOBAL SIGNAL OPERATING PARTNERSHIP, L.P., a Delaware limited
partnership ("GSOP"), GLOBAL SIGNAL INC., a Delaware corporation ("Global
Signal"), and any Person that becomes a party hereto pursuant to Section 5(e)
(together with the Borrower, GSOP, and Global Signal, each, a "Pledgor", and
together, the "Pledgors"), in favor of MORGAN STANLEY ASSET FUNDING INC.
("MSAFI"), in its capacity as collateral agent for the benefit of itself, the
other Agents and the Lenders under the Bridge Loan Agreement referred to below,
and its successors and assignees (the "Collateral Agent").

                                    RECITALS

          WHEREAS, pursuant to that certain Bridge Loan and Override Agreement,
dated as of May 26, 2005 (including, without limitation, the terms of the
Securitization Loan Agreement Form referenced therein to the extent incorporated
therein, as amended, restated, supplemented or otherwise modified from time to
time, the "Bridge Loan Agreement"), by and among the Borrower, the lenders from
time to time party thereto (the "Lenders"), Bank of America, N.A. ("BANA"), as
co-administrative agent and calculation agent, MSAFI, as co-administrative agent
and Collateral Agent, the Lenders have agreed to make loans (the "Loans") to the
Borrower upon the terms and subject to the conditions set forth therein, such
Loans to be evidenced by Notes issued by the Borrower thereunder;

          WHEREAS, it is a condition precedent to the effectiveness of the
Bridge Loan Agreement and the obligations of the Lenders to make their
respective Loans to the Borrower under the Bridge Loan Agreement that the
Borrower, shall have executed and delivered this Pledge Agreement to the
Collateral Agent;

          WHEREAS, it is a condition precedent to the effectiveness of the
Bridge Loan Agreement and the obligations of the Lenders to make their
respective Loans to the Borrower under the Bridge Loan Agreement that Global
Signal and GSOP, solely with respect to each of their respective obligations
under the Limited Recourse Parent Guarantee, shall have executed and delivered
this Pledge Agreement to the Collateral Agent;

          NOW, THEREFORE, in consideration of the premises and to induce the
Lenders to enter into the Bridge Loan Agreement and to induce the Lenders to
make the Loans to the Borrower each Pledgor hereby agrees with the Collateral
Agent as follows:

          1. Defined Terms.

          (a) Unless otherwise defined herein, terms which are defined in the
Bridge Loan Agreement and used herein shall have the meanings given to them in
the Bridge Loan Agreement.



          (b) The following terms shall have the following meanings:

          "Additional Issuer" has the meaning specified in Section 5(e).

          "Additional Pledged LLC Interest" means the Additional Pledged LLC
Interests referred to in any supplement to this Pledge Agreement delivered
pursuant to Section 5(e) and any additional LLC Interests pledged to the
Collateral Agent pursuant to Section 5(a).

          "Additional Pledged Partnership Interest" means the Additional Pledged
Partnership Interests referred to in any supplement to this Pledge Agreement
delivered pursuant to Section 5(e) and any additional Partnership Interests
pledged to the Collateral Agent pursuant to Section 5(a).

          "Additional Pledged Stock" means the Additional Pledged Stock referred
to in any supplement to this Pledge Agreement delivered pursuant to Section 5(e)
and any additional capital stock pledged to the Collateral Agent pursuant to
Section 5(a).

          "Collateral Account" means any account established to hold money
Proceeds, maintained under the sole dominion and control of the Collateral
Agent, subject to withdrawal by the Collateral Agent only as provided in Section
7.

          "Excluded Subsidiary" means each of Borrower, Global Signal
Acquisitions LLC, Global Signal Holdings I LLC, Global Signal Holdings II LLC,
Global Signal Holdings III LLC, Global Signal Services LLC, Towers Finco LLC,
Towers Finco II LLC, Pinnacle Towers and each of their respective Subsidiaries.

          "Foreign Issuer" means each of the entities identified on Schedule I
to this Pledge Agreement as an Issuer and each Additional Issuer which is
incorporated or organized, as the case may be, in a jurisdiction other than a
jurisdiction within the United States.

          "Global Signal Acquisitions Credit Agreement" means that certain
Acquisition Credit Agreement, dated as of April 25, 2005, among Global Signal
Acquisitions LLC, as borrower, the lenders from time to time party thereto, and
MSAFI, as administrative agent and collateral agent thereunder, as amended,
restated, supplemented or otherwise modified from time to time.

          "GSOP Credit Agreement" means that certain Second Amended and Restated
Credit Agreement, dated as of April 15, 2005, among GSOP, as borrower, each
lender from time to time party thereto, and BANA, as administrative agent and
letter of credit issuer thereunder, as amended, restated, supplemented or
otherwise modified from time to time.

          "Issuer" means each of the entities identified on Schedule I to this
Pledge Agreement as an Issuer and each Additional Issuer.

          "Limited Liability Company" means any Issuer identified as a limited
liability company on Part B of Schedule I hereto or in any supplement to this
Pledge Agreement delivered pursuant to Section 5(e).


                                       -2-



          "Limited Liability Company Agreement" means as to any Limited
Liability Company, its certificate of formation and operating agreement or other
Governing Documents, as each may be amended, supplemented or otherwise modified
from time to time.

          "Limited Recourse Parent Guarantee" means that certain Limited
Recourse Parent Guarantee dated as the date hereof made by the GSOP and Global
Signal in favor of the Collateral Agent, as the same may be amended,
supplemented and otherwise modified from time to time.

          "LLC Interest" means any Limited Liability Company membership interest
or economic interest.

          "Non-Voting Equity" means each class of the issued and outstanding
Capital Stock of an Issuer not entitled to vote (within the meaning of Treas.
Reg. Section 1.956-2(c)(2)).

          "Partnership" means any Issuer identified as a partnership on Part C
of Schedule I hereto or in any supplement to this Pledge Agreement delivered
pursuant to Section 5(e).

          "Partnership Agreement" means as to any Partnership, its certificate
of formation or certificate of limited partnership (if any) and partnership
agreement or other Governing Documents, as each may be amended, supplemented or
otherwise modified from time to time.

          "Partnership Interest" means any partnership interest or economic
interest in a Partnership.

          "Pledge Agreement" means this Pledge Agreement, dated as of the date
hereof, made by the Borrower, GSOP and Global Signal and any Person that becomes
a party hereto pursuant to Section 5(e) in favor of the Collateral Agent, as
amended, restated, supplemented or otherwise modified from time to time.

          "Pledged Collateral" means the Pledged Equity Interests and all
Proceeds.

          "Pledged Equity Interests" means the Pledged Stock, the Pledged LLC
Interests and the Pledged Partnership Interests; provided, however, that the
Pledged Equity Interests in each Foreign Issuer set forth on Schedule I hereto
shall not in the aggregate exceed (i) 65% (or, if less, the full amount owned by
such Pledgor) of each class of the issued and outstanding Voting Equity of such
Foreign Issuer, and (ii) 100% (or, if less, the full amount owned by such
Pledgor) of each class of the issued and outstanding Non-Voting Equity of such
Foreign Issuer (but only to the extent that the pledge of such Non-Voting Equity
would not cause the Obligations to be treated as "United States property" of
such Foreign Issuer within the meaning of Treas. Reg. Section 1.956-2); provided
further that the term "Pledged Equity Interests" shall include, in any event,
the equity interests set forth on Schedule I.

          "Pledged LLC Interest" means any and all of any Pledgor's interests in
a limited liability company, including units of any LLC Interest in each Limited
Liability Company set forth on Part B of Schedule I hereto and any Additional
Pledged LLC Interest listed on Part B of Schedule I to any supplement to this
Pledge Agreement delivered pursuant to Section 5(e) and any Additional Pledged
LLC Interests pledged to the Collateral Agent pursuant to Section 5(a),


                                       -3-



including, without limitation, all its rights to participate in the operation or
management of the Limited Liability Companies and all its rights to properties,
assets, member interests and distributions (except as otherwise provided herein)
under the Limited Liability Company Agreements in respect of such member
interests.

          "Pledged Partnership Interest" means any and all of any Pledgor's
interests in a partnership, including units of any Partnership Interest in each
Partnership set forth on Part C of Schedule I hereto and any Additional Pledged
Partnership Interest listed on Part C of Schedule I to any supplement to this
Pledge Agreement delivered pursuant to Section 5(e) and any Additional Pledged
Partnership Interests pledged to the Collateral Agent pursuant to Section 5(a),
including, without limitation, all its rights to participate in the operation or
management of the Partnerships and all its rights to properties, assets, member
interests and distributions (except as otherwise provided herein) under the
Partnership Agreements in respect of such partnership interests.

          "Pledged Stock" means any and all shares of Capital Stock owned by any
Pledgor, including the pledged stock listed on Part A of Schedule I hereto and
any Additional Pledged Stock listed on Part A of Schedule I to any supplement to
this Pledge Agreement delivered pursuant to Section 5(e) and any Additional
Pledged Stock pledged to the Collateral Agent pursuant to Section 5(a), together
with all stock certificates, options or rights of any nature whatsoever which
may be issued or granted by any of the Issuers to any of the Pledgors in respect
of any and/or all of the foregoing.

          "Proceeds" means all "proceeds" (as such term is defined in Section
9-102(a)(64) of the UCC) in respect of the Pledged Equity Interests, and, in any
event, shall include, without limitation, all dividends, distributions and other
income from the Pledged Collateral, and all collections thereon with respect
thereto.

          "Secured Obligations" means (a) with respect to a pledge of all of the
direct Pledged Equity Interests in Borrower and its Subsidiaries, the unpaid
principal amount of, and interest (including, without limitation, interest
accruing after the maturity of the Loans and interest accruing after the filing
of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Borrower, whether or not a
claim for post filing or post petition interest is allowed in such proceeding)
on the Loans, and all other obligations and liabilities of the Loan Parties to
the Agents and the Lenders, whether direct or indirect, absolute or contingent,
due or to become due, or now existing or hereafter incurred, which may arise
under, or out of or in connection with the Bridge Loan Agreement, the Notes, any
other Loan Documents, and any other document made, delivered or given in
connection therewith, whether on account of principal, interest, fees,
indemnities, costs, expenses (including, without limitation, all fees and
disbursements of counsel to the Agents or to the Lenders that are required to be
paid by a Loan Party pursuant to the terms of the Loan Documents) or otherwise
and (b) with respect to all of the direct Pledged Equity Interests in GSOP, the
obligations under the Limited Recourse Parent Guarantee.

          "Securities Act" means the Securities Act of 1933, 15 U.S.C. Sections
77a et seq., as amended, and the rules and regulations promulgated thereunder.


                                       -4-



          "UCC" means the Uniform Commercial Code from time to time in effect in
the State of New York.

          "Voting Equity" means each class of the issued and outstanding Capital
Stock of an Issuer entitled to vote (within the meaning of Treas. Reg. Section
1.956-2(c)(2)).

          (c) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Pledge Agreement shall refer to this Pledge Agreement
as a whole and not to any particular provision of this Pledge Agreement, and
Section, Schedule, Annex, and Exhibit references are to this Pledge Agreement
unless otherwise specified. The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

          2. Pledge; Grant of Security Interest. Each Pledgor hereby delivers,
pledges, assigns, and transfers, as appropriate, to the Collateral Agent, all
the Pledged Collateral and hereby grants to the Collateral Agent a first
priority security interest in the Pledged Collateral, as collateral security for
the prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Secured Obligations.

          3. Transfer Powers. Concurrently with the delivery to the Collateral
Agent of each certificate representing one or more shares of the Pledged Equity
Interests (to the extent such Pledged Equity Interests are certificated), each
Pledgor shall deliver an undated stock power or transfer power covering such
certificate.

          4. Representations and Warranties. Each Pledgor represents and
warrants that:

          (a) (i) it is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization (as
applicable), (ii) it has the corporate, limited liability company or limited
partnership (as applicable) power and all requisite governmental licenses,
authorizations, consents approvals and the legal right, to own and operate its
property and to conduct the business in which it is currently engaged, (iii) it
is duly qualified as a foreign corporation, limited liability company or limited
partnership (as applicable) and is in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or the conduct
of its business requires such qualification, and (iv) it is in compliance with
all applicable Requirements of Law, except with respect to each of the foregoing
the failure of which is not, in the aggregate, reasonably expected to have a
Material Adverse Effect;

          (b) it has the corporate, limited liability company or limited
partnership (as applicable) power and authority, and the legal right, to make,
deliver and perform this Pledge Agreement and has taken all necessary corporate,
limited liability company or limited partnership (as applicable) action to
authorize the execution, delivery and performance of this Pledge Agreement. No
approval, consent, exemption, authorization, or other action by, or notice to,
or filing with, any Governmental Authority or any other Person is necessary or
required in connection with the execution, delivery, performance, validity or
enforceability of this Pledge Agreement. This Pledge Agreement has been duly
executed and delivered on behalf of such Pledgor. This Pledge Agreement
constitutes a legal, valid and binding obligation of such Pledgor


                                       -5-



enforceable against such Pledgor in accordance with its terms, subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing;

          (c) the execution, delivery and performance of the Loan Documents to
which such Pledgor is a party will not violate any Requirement of Law or
Contractual Obligation of such Pledgor and will not result in, or require, the
creation or imposition of any Lien on any of its properties or revenues pursuant
to any such Requirement of Law or Contractual Obligation (other than Liens
created by the Security Documents in favor of the Collateral Agent);

          (d) no litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the knowledge of such
Pledgor, threatened by or against it or against any of its properties or
revenues (i) with respect to any of the Loan Documents or any of the
transactions contemplated hereby or thereby or (ii) which is reasonably expected
to have a Material Adverse Effect;

          (e) the Pledged Stock, Pledged LLC Interests and Pledged Partnership
Interests listed on Part A, Part B and Part C, respectively, of Schedule I
hereto constitute (i) all of the issued and outstanding Capital Stock of the
Issuers (or, if less, the full amount owned by such Pledgor) other than the
Foreign Issuers and (ii) 65% (or, if less, the full amount owned by such
Pledgor) of the Voting Equity and 100% (or, if less, the full amount owned by
such Pledgor) of the Non-Voting Equity (to the extent permitted herein) of the
Foreign Issuers, and in each case, are represented by the certificates, if any,
listed thereon;

          (f) all the shares of the Pledged Equity Interests have been duly and
validly issued and are fully paid and nonassessable;

          (g) such Pledgor is the record and beneficial owner of, and has title
to, the Pledged Collateral free and clear of any and all Liens or options in
favor of, or claims of, any other Person, except the Lien created by this Pledge
Agreement and, solely with respect to the Pledged Partnership Interests issued
by GSOP and pledged by Global Signal hereunder, the Liens created pursuant to
the GSOP Credit Agreement and the Global Signal Acquisitions Credit Agreement;

          (h) upon delivery to the Collateral Agent of any certificates
evidencing the Pledged Equity Interests (and assuming the continuing possession
by the Collateral Agent of such certificates in accordance with the applicable
Requirements of Law), the Lien granted pursuant to this Pledge Agreement will
constitute a valid and perfected Lien on the Pledged Collateral to the extent
certificated in favor of the Collateral Agent, enforceable as such against all
creditors of the Pledgors and any Persons purporting to purchase any such
Pledged Collateral from the Pledgors;

          (i) upon the filing of UCC-1 financing statements in the jurisdictions
referenced on Schedule II, the Liens granted pursuant to this Pledge Agreement
on the Pledged Equity Interests that are not certificated shall constitute valid
perfected first priority Liens on the


                                       -6-



Pledged Equity Interests that are not certificated in favor of the Collateral
Agent, enforceable as such against all creditors of the Pledgors and any Persons
purporting to purchase any such Pledged Collateral from the Pledgors;

          (j) none of the Pledged LLC Interests or Pledged Partnership Interests
(i) are dealt in or traded on securities exchanges or in securities markets,
(ii) are by their terms expressly subject to Article 8 of the Uniform Commercial
Code of any jurisdiction, (iii) constitute an investment company security or
(iv) are held in a securities account (in each case within the meaning of
Section 8-103(c) of the Uniform Commercial Code of any jurisdiction);

          (k) all necessary consents of each member of each Limited Liability
Company and the partner or partners of each Partnership to the grant of the
security interests provided hereby and to the transfer of the Pledged LLC
Interests and Pledged Partnership Interests to the Collateral Agent or its
designee pursuant to the exercise of any remedies under Section 8 have been
obtained and are in full force and effect;

          (l) all necessary approvals by the shareholders and/or board of
directors of each Issuer that is a corporation in connection with the grant of
the security interest provided hereby on the Capital Stock of such Issuer and to
the transfer of the Pledged Stock to the Collateral Agent or its designee
pursuant to the exercise of any remedies under Section 8 have been obtained and
are in full force and effect; and

          (m) the location of the jurisdiction of organization of each Pledgor
is specified on Part B of Schedule II.

          5. Covenants. Each Pledgor covenants and agrees with the Collateral
Agent that, from and after the date of this Pledge Agreement until the Secured
Obligations are paid in full and the Aggregate Loan Commitment has been
terminated:

          (a) If any Pledgor shall, as a result of its ownership of the Pledged
Equity Interests, become entitled to receive or shall receive any stock or other
ownership certificate (including, without limitation, any certificate
representing a stock or other dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any certificate issued in
connection with any reorganization), option or rights, whether in addition to,
in substitution for, as a conversion of, or in exchange for any shares of the
Pledged Equity Interests or otherwise in respect thereof, such Pledgor shall
accept the same as the Collateral Agent's agent, hold the same in trust for the
Collateral Agent and deliver the same forthwith to the Collateral Agent in the
exact form received, duly indorsed by such Pledgor to the Collateral Agent, if
required, together with an undated power covering such certificate duly executed
in blank and with, if the Collateral Agent so requests, signature guaranteed, to
be held by the Collateral Agent, subject to the terms hereof as additional
collateral security for the Secured Obligations.

Any sums paid upon or in respect of the Pledged Collateral upon the liquidation
or dissolution of any of the Issuers shall be paid over by the recipient thereof
to the Collateral Agent as additional collateral security for the Secured
Obligations, and in case any distribution of capital shall be made on or in
respect of the Pledged Equity Interests or any property shall be distributed
upon or


                                       -7-



with respect to the Pledged Equity Interests pursuant to the recapitalization or
reclassification of the capital of any of the Issuers or pursuant to the
reorganization thereof, the property so distributed shall be delivered by the
recipient thereof to the Collateral Agent to be held by it, subject to the terms
hereof, as additional collateral security for the Secured Obligations. If any
sums of money or property so paid or distributed in respect of the Pledged
Collateral shall be received by any Pledgor, such Pledgor shall, until such
money or property is paid or delivered to the Collateral Agent, hold such money
or property in trust for the Collateral Agent segregated from other funds of
such Pledgor, as additional collateral security for the Secured Obligations.

          (b) Without the prior written consent of the Collateral Agent, no
Pledgor will (i) except in connection with any transaction described in Sections
5.1(g) and 5.1(h) of the Bridge Loan Agreement (which will be subject to Section
5(a)), vote to enable, or take any other action to permit, any of the Issuers
(other than the Borrower, in connection with an Acquisition) to issue any stock
or other equity securities of any nature or to issue any other securities
convertible into or granting the right to purchase or exchange for any stock or
other equity securities of any of the Issuers, (ii) except as permitted by
Section 5.1(f) of the Bridge Loan Agreement and Section 11(h) of the Limited
Recourse Parent Guarantee, sell, assign, transfer, exchange or otherwise dispose
of, or grant any option with respect to, the Pledged Collateral, (iii) create,
incur or permit to exist any Lien or option in favor of, or any claim of any
Person with respect to, any of the Pledged Collateral, or any interest therein,
except for the Lien provided for by this Pledge Agreement and, solely with
respect to GSOP, Liens on the Pledged Partnership Interest in respect thereof
that were created in accordance with the GSOP Credit Agreement and the Global
Signal Acquisitions Credit Agreement or (iv) enter into any agreement or
undertaking restricting the right or ability of any Pledgor or the Collateral
Agent to sell, assign or transfer any of the Pledged Collateral.

          (c) Each Pledgor shall maintain the security interest created by this
Pledge Agreement and granted by it as a first priority, perfected security
interest and shall defend such security interest against the claims and demands
of all Persons whomsoever. At any time and from time to time, upon the written
request of the Collateral Agent, and at the sole expense of the Pledgors, each
Pledgor will promptly and duly execute and deliver such further instruments and
documents and take such further actions as the Collateral Agent may reasonably
request for the purposes of obtaining or preserving the full benefits of this
Pledge Agreement and of the rights and powers herein granted. If any amount
payable under or in connection with any of the Pledged Collateral shall be or
become evidenced by any promissory note, other instrument or chattel paper, such
note, instrument or chattel paper shall be immediately delivered by the
recipient thereof to the Collateral Agent, duly endorsed in a manner
satisfactory to the Collateral Agent, to be held as Pledged Collateral pursuant
to this Pledge Agreement.

          (d) Each Pledgor agrees to pay, and to save the Collateral Agent
harmless from, any and all liabilities with respect to, or resulting from any
delay in paying, any and all stamp, excise, sales or other taxes (other than
taxes that are imposed on or measured by the overall net income of the
Collateral Agent) which may be payable or determined to be payable with respect
to any of the Pledged Collateral or in connection with any of the transactions
contemplated by this Pledge Agreement.


                                       -8-



          (e) Pursuant to Section 5.1(c) of the Bridge Loan Agreement, upon the
formation or acquisition of any Subsidiary by Borrower or any of its
Subsidiaries other than Excluded Subsidiaries (an "Additional Issuer"), Borrower
or such Subsidiary that is the owner thereof shall immediately cause the Capital
Stock, LLC Interests, Partnership Interests, as the case may be, of such
Additional Issuer to be pledged as required hereunder by delivering to the
Collateral Agent (i) a supplement to this Pledge Agreement, substantially in the
form of Exhibit A hereto, duly executed and completed, pursuant to which
Borrower or such Subsidiary shall become a party hereto as a Pledgor, if not
already a party hereto as a Pledgor, and adding such Capital Stock, LLC
Interests, Partnership Interests, as the case may be, of such Additional Issuer,
to Schedule I hereto, (ii) all certificates evidencing such Capital Stock, LLC
Interests or Partnership Interests, as the case may be, along with the transfer
powers described in Section 3, and (iii) an acknowledgment and consent,
substantially in the form appended as Annex I to Exhibit A hereto, duly executed
by such Additional Issuer.

          (f) No Pledgor will (i) change the location of its jurisdiction of
organization from the location specified in Section 4(m), (ii) change its name
or identity or (iii) reorganize under the laws of another jurisdiction or as a
different type of entity without providing the Collateral Agent with prior
written notice of such change.

          6. Cash Dividends; Voting Rights. Unless an Event of Default shall
have occurred and be continuing and the Collateral Agent shall have given notice
to the Pledgors of the Collateral Agent's intent to exercise its corresponding
rights pursuant to Section 7 below, each Pledgor shall be permitted to receive
all cash dividends and other distributions paid in the normal course of business
of the Issuers to the extent permitted in the Bridge Loan Agreement, in respect
of the Pledged Collateral and to exercise all voting, corporate (with respect to
stock), member (with respect to LLC interests), and partnership (with respect to
Partnership Interests) rights with respect to the Pledged Collateral; provided,
however, that no vote shall be cast or corporate, member or partnership right
exercised or other action taken which would impair the Pledged Collateral or
which would be inconsistent with or result in any violation of any provision of
the Bridge Loan Agreement, the Notes, this Pledge Agreement or the other Loan
Documents.

          7. Rights of the Collateral Agent.

          (a) Subject to Section 6, all money Proceeds received by the
Collateral Agent hereunder may, at the Collateral Agent's discretion, be held by
the Collateral Agent in a Collateral Account. All Proceeds while held by the
Collateral Agent in a Collateral Account (or by the Pledgors in trust for the
Collateral Agent) shall continue to be held as collateral security for all the
Secured Obligations and shall not constitute payment thereof until applied as
provided in Section 8(a); provided that the Collateral Agent shall release to
Global Signal any Pledged Collateral owned by Global Signal in excess of the
maximum liability of Global Signal under the Limited Recourse Parent Guarantee
after giving effect to any payments by Global Signal thereunder.

          (b) If an Event of Default shall occur and be continuing and the
Collateral Agent shall give notice of its intent to exercise such rights to a
Pledgor: (i) the Collateral Agent shall have the right to receive any and all
cash dividends or other cash distributions paid in


                                       -9-



respect of the Pledged Collateral to the extent of the Secured Obligations and
make application thereof to the Secured Obligations in such order as it may
determine, and (ii) at the request of the Collateral Agent, all shares of the
Pledged Stock, all Pledged LLC Interests and all Pledged Partnership Interests
shall be registered in the name of the Collateral Agent or its nominee, and the
Collateral Agent or its nominee may thereafter exercise (A) all voting,
corporate or other rights pertaining to such shares of the Pledged Stock at any
meeting of shareholders of any of the Issuers or otherwise; (B) all members
rights, powers and privileges with respect to the Pledged LLC Interests to the
same extent as a member under the applicable Limited Liability Company
Agreement; (C) all partnership rights, powers and privileges with respect to the
Pledged Partnership Interests to the same extent as a partner under the
applicable Partnership Agreement; and (D) any and all rights of conversion,
exchange, subscription and any other rights, privileges or options pertaining to
such shares or interests of the Pledged Collateral as if it were the absolute
owner thereof (including, without limitation, the right to exchange at its
discretion any and all of the Pledged Collateral upon the merger, consolidation,
reorganization, recapitalization or other fundamental change in the corporate,
company or partnership structure of any of the Issuers, or upon the exercise by
a Pledgor or the Collateral Agent of any right, privilege or option pertaining
to such shares or interests of the Pledged Collateral, and in connection
therewith, the right to deposit and deliver any and all of the Pledged
Collateral with any committee, depository, transfer agent, registrar or other
designated agency upon such terms and conditions as it may determine), all
without liability except to account for property actually received by it, but
the Collateral Agent shall have no duty to exercise any such right, privilege or
option and shall not be responsible for any failure to do so or delay in so
doing.

          (c) The rights of the Collateral Agent hereunder shall not be
conditioned or contingent upon the pursuit by the Collateral Agent, any Agent or
any Lender of any right or remedy against any of the Issuers or against any
other Person which may be or become liable in respect of all or any part of the
Secured Obligations or against any other collateral security therefor, guarantee
thereof or right of offset with respect thereto. The Collateral Agent shall not
be liable for any failure to demand, collect or realize upon all or any part of
the Pledged Collateral or for any delay in doing so, nor shall it be under any
obligation to sell or otherwise dispose of any Pledged Collateral upon the
request of the Pledgors or any other Person or to take any other action
whatsoever with regard to the Pledged Collateral or any part thereof.

          (d) Each Pledgor waives any and all notice of the creation, renewal,
extension or accrual of any of the Secured Obligations and notice of or proof of
reliance by the Collateral Agent, any Agent or any Lender upon this Pledge
Agreement or acceptance of this Pledge Agreement or the Secured Obligations, and
any of them shall conclusively be deemed to have been created, contracted or
incurred, or renewed, extended, amended or waived, in reliance upon this Pledge
Agreement; and all dealings between the Pledgors and any other Loan Party, on
the one hand, and the Collateral Agent, any Agent and/or any Lender, on the
other hand, likewise shall be conclusively presumed to have been had or
consummated in reliance upon this Pledge Agreement. Each Pledgor waives
diligence, presentment, protest, demand for payment and notice of default or
nonpayment to or upon any Pledgor or any other Loan Party with respect to the
Secured Obligations. Each Pledgor understands and agrees that this Pledge
Agreement shall be construed as a continuing, absolute and unconditional
security interest as collateral security for the payment and performance of the
Secured Obligations without regard to (a) the validity, regularity or
enforceability of the Bridge Loan Agreement, the Notes or any other Loan


                                      -10-



Document, any of the Secured Obligations or any other collateral security
therefor or guarantee or right of offset with respect thereto at any time or
from time to time held by the Collateral Agent, any Agent or any Lender, (b) any
defense, set-off or counterclaim (other than a defense of payment or
performance) which may at any time be available to or be asserted by any Pledgor
or any other Loan Party against the Collateral Agent, any Agent or any Lender or
(c) any other circumstance whatsoever (with or without notice to or knowledge of
any Pledgor or any other Loan Party) which constitutes, or might be construed to
constitute, an equitable or legal discharge of any other Loan Party for the
Secured Obligations, or of any Pledgor under this Pledge Agreement, in
bankruptcy or in any other instance. When pursuing its rights and remedies
hereunder against the Pledged Collateral of any Pledgor, the Collateral Agent
may, but shall be under no obligation to, pursue such rights and remedies as it
may have against any Pledgor or any other Loan Party or any other Person or
against any collateral security or guarantee for the Secured Obligations or any
right of offset with respect thereto, and any failure by the Collateral Agent
(or any Agent or any Lender) to pursue such other rights or remedies or to
collect any payments from any Pledgor or any other Loan Party or any such other
Person or to realize upon any such collateral security or guarantee or to
exercise any such right of offset, or any release of any other Loan Party or any
such other Person or any such collateral security, guarantee or right of offset,
shall not release the Pledged Collateral of any Pledgor as security for the
Secured Obligations, and shall not impair or affect the rights and remedies,
whether express, implied or available as a matter of law, of the Collateral
Agent against the Pledged Collateral of any Pledgor. This Pledge Agreement shall
remain in full force and effect and be binding in accordance with and to the
extent of its terms upon each Pledgor and the successors and assigns thereof,
and shall inure to be benefit of the Collateral Agent and its successors,
indorsees, transferees and assigns, until all of the Secured Obligations shall
have been satisfied by payment in full and the Aggregate Loan Commitment shall
have been terminated, notwithstanding that from time to time during the term of
the Bridge Loan Agreement the other Loan Parties may be free from any of the
Secured Obligations.

          (e) This Pledge Agreement shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
any of the Secured Obligations is rescinded or must otherwise be restored or
returned by the Collateral Agent, the other Agents or the Lenders upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of any
Pledgor or any other Loan Party, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, any
Pledgor or any Loan Party or any substantial part of their respective property,
or otherwise, all as though such payments had not been made.

          (f) Notwithstanding any modification, discharge or extension of the
Secured Obligations or any amendment, modification, stay or cure of the
Collateral Agent's, any Agent's or any Lender's rights which may occur in any
bankruptcy or reorganization case or proceeding against any other Loan Party,
whether permanent or temporary, and whether or not assented to by the Collateral
Agent, the other Agents or the Lenders, each Pledgor hereby agrees that the
Pledged Collateral of such Pledgor shall secure the payment in full of the
Secured Obligations in accordance with its terms (without regard to any such
modification, discharge or extension of the Secured Obligations of any other
Loan Party thereunder). Without in any way limiting the generality of the
foregoing, any subsequent modification of the Secured Obligations in any
reorganization case concerning any other Loan Party (other than such Pledgor)
shall not affect


                                      -11-



the obligation of any Pledgor to pay and perform the Secured Obligations in
accordance with the original terms thereof.

          8. Remedies.

          (a) If an Event of Default shall have occurred and be continuing, at
any time at the Collateral Agent's election, the Collateral Agent may apply all
or any part of the Proceeds held in any Collateral Account in payment of the
Secured Obligations in such order as the Collateral Agent may elect.

          (b) If an Event of Default shall occur and be continuing, the
Collateral Agent may exercise, in addition to all other rights and remedies
granted in this Pledge Agreement and in any other instrument or agreement
securing, evidencing or relating to the Secured Obligations, all rights and
remedies of a secured party under the UCC. Without limiting the generality of
the foregoing, the Collateral Agent, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except any
notice required by law referred to below) to or upon any Pledgor, the Issuers or
any other Person (all and each of which demands, defenses, advertisements and
notices are hereby waived), may in such circumstances forthwith collect,
receive, appropriate and realize upon the Pledged Collateral, or any part
thereof, and/or may forthwith sell, assign, give option or options to purchase
or otherwise dispose of and deliver the Pledged Collateral or any part thereof
(or contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, in the over-the-counter market, at any exchange, broker's
board or office of the Collateral Agent or elsewhere upon such terms and
conditions as it may deem advisable and at such prices as it may deem best, for
cash or on credit or for future delivery without assumption of any credit risk.
The Collateral Agent shall have the right upon any such public sale or sales,
and, to the extent permitted by law, upon any such private sale or sales, to
purchase the whole or any part of the Pledged Collateral so sold, free of any
right or equity of redemption in any Pledgor, which right or equity is hereby
waived or released. The Collateral Agent shall apply any Proceeds from time to
time held by it and the net proceeds of any such collection, recovery, receipt,
appropriation, realization or sale, after deducting all reasonable costs and
expenses of every kind incurred therein or incidental to the care or safekeeping
of any of the Pledged Collateral or in any way relating to the Pledged
Collateral or the rights of the Collateral Agent hereunder, including, without
limitation, reasonable attorneys' fees and disbursements, to the payment in
whole or in part of the Secured Obligations, in such order as the Collateral
Agent may elect, and only after such application and after the payment by the
Collateral Agent of any other amount required by any provision of law,
including, without limitation, Section 9-615(a) of the UCC, need the Collateral
Agent account for the surplus, if any, to any Pledgor. To the extent permitted
by applicable law, each Pledgor waives all claims, damages and demands it may
acquire against the Collateral Agent arising out of the exercise by the
Collateral Agent of any of its rights hereunder. If any notice of a proposed
sale or other disposition of Pledged Collateral shall be required by law, such
notice shall be deemed reasonable and proper if given at least ten (10) days
before such sale or other disposition.

          (c) In the event that the proceeds of any sale, collection or
realization are insufficient to pay all amounts to which the Collateral Agent,
the other Agents or the Lenders are legally entitled, the Pledgors shall be
jointly and severally liable for the deficiency, together with interest thereon
at the default rate set forth in the Bridge Loan Agreement, together with the
costs


                                      -12-



of collection and the reasonable fees of any attorneys employed by the
Collateral Agent to collect such deficiency; provided, however that the
liability of GSOP and Global Signal for such deficiency shall be subject to
Section 12 of the Limited Recourse Parent Guarantee. Any surplus remaining after
the full payment and satisfaction of the Secured Obligations shall be returned
to the Pledgors or to whomsoever a court of competent jurisdiction shall
determine to be entitled thereto.

          (d) To the extent that any of the Secured Obligations are now or
hereafter secured by property other than the Pledged Collateral (including,
without limitation, real and other personal property owned by the Pledgors), or
by a guarantee, endorsement or property of any other Person, then the Collateral
Agent, the other Agents and the Lenders shall have the right to proceed against
such other property, guarantee or endorsement upon the occurrence of any Event
of Default, and the Collateral Agent, the other Agents and the Lenders have the
right, in their sole discretion, to determine which rights, security, liens,
security interests or remedies the Collateral Agent, the other Agents and the
Lenders shall at any time pursue, relinquish, subordinate, modify or take with
respect thereto, without in any way modifying or affecting any of them or any of
the Collateral Agent's, the other Agents' and the Lenders' rights or the Secured
Obligations under this Pledge Agreement or under any other of the Loan
Documents.

          9. Registration Rights; Private Sales.

          (a) If the Collateral Agent shall determine to exercise its right to
sell any or all of the shares of Pledged Stock, the Pledged LLC Interests, or
the Pledged Partnership Interests, as applicable, pursuant to Section 8, and if
in the opinion of the Collateral Agent it is necessary or advisable to have the
Pledged Stock, the Pledged LLC Interests, or the Pledged Partnership Interests,
as applicable, or that portion thereof to be sold, registered under the
provisions of the Securities Act, each Pledgor will cause any or all of the
Issuers to (i) execute and deliver, and cause the officers of such Issuers to
execute and deliver, all such instruments and documents, and do or cause to be
done all such other acts as may be, in the opinion of the Collateral Agent,
necessary or advisable to register the shares of Pledged Stock, the Pledged LLC
Interests, the Pledged Partnership Interests, as applicable, or that portion of
them to be sold, under the provisions of the Securities Act, (ii) to use its
best efforts to cause the registration statement relating thereto to become
effective and to remain effective for a period of one year from the date of the
first public offering of the shares of Pledged Stock, the Pledged LLC Interests,
the Pledged Partnership Interests, as applicable, or that portion thereof to be
sold, and (iii) to make all amendments thereto and/or to the related prospectus
which, in the opinion of the Collateral Agent, are necessary or advisable, all
in conformity with the requirements of the Securities Act and the rules and
regulations of the Securities and Exchange Commission applicable thereto. Each
Pledgor agrees to cause the Issuers to comply with the provisions of the
securities or "Blue Sky" laws of any and all jurisdictions which the Collateral
Agent shall designate and to make available to its security holders, as soon as
practicable, an earnings statement (which need not be audited) which will
satisfy the provisions of Section 11(a) of the Securities Act.

          (b) Each Pledgor recognizes that the Collateral Agent may be unable to
effect a public sale of any or all the Pledged Stock, the Pledged LLC Interests,
or the Pledged Partnership Interests, as applicable, by reason of certain
prohibitions contained in the Securities Act and applicable state securities
laws or otherwise, and may be compelled to resort to one or


                                      -13-



more private sales thereof to a restricted group of purchasers which will be
obliged to agree, among other things, to acquire such securities for their own
account for investment and not with a view to the distribution or resale
thereof. Each Pledgor acknowledges and agrees that any such private sale may
result in prices and other terms less favorable to the Collateral Agent than if
such sale were a public sale and, notwithstanding such circumstances, agrees
that any such private sale shall be deemed to have been made in a commercially
reasonable manner. The Collateral Agent shall be under no obligation to delay a
sale of any of the Pledged Stock, the Pledged LLC Interests, or the Pledged
Partnership Interests, as applicable, for the period of time necessary to permit
the Issuers to register such securities for public sale under the Securities
Act, or under applicable state securities laws, even if the Issuers would agree
to do so.

          (c) Each Pledgor further agrees to use its reasonable efforts to do or
cause to be done all such other acts as may be necessary to make any sale or
sales of all or any portion of the Pledged Stock, the Pledged LLC Interests and
the Pledged Partnership Interests, as applicable, pursuant to this Pledge
Agreement valid and binding and in compliance with any and all other applicable
Requirements of Law. Each Pledgor further agrees that a breach of any of the
covenants contained in this Section will cause irreparable injury to the
Collateral Agent, that the Collateral Agent has no adequate remedy at law in
respect of such breach and, as a consequence, that each and every covenant
contained in this Section shall be specifically enforceable against each
Pledgor, and each Pledgor hereby waives and agrees not to assert any defenses
against an action for specific performance of such covenants except for a
defense that no Event of Default has occurred under the Bridge Loan Agreement.

          10. Irrevocable Authorization and Instruction to Issuers. Each Pledgor
hereby authorizes and instructs each Issuer to comply with any instruction
received by it from the Collateral Agent in writing that (a) states that an
Event of Default has occurred and (b) is otherwise in accordance with the terms
of this Pledge Agreement, without any other or further instructions from any
Pledgor, and each Pledgor agrees that each Issuer shall be fully protected in so
complying.

          11. Collateral Agent's Appointment as Attorney-in-Fact.

          (a) Each Pledgor hereby irrevocably constitutes and appoints the
Collateral Agent and any officer or agent of the Collateral Agent, with full
power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of such Pledgor and in
the name of such Pledgor or in the Collateral Agent's own name, from time to
time in the Collateral Agent's discretion, for the purpose of carrying out the
terms of this Pledge Agreement, to take any and all appropriate action and to
execute any and all documents and instruments which may be necessary or
desirable to accomplish the purposes of this Pledge Agreement, including,
without limitation, any financing statements, endorsements, assignments or other
instruments of transfer.

          (b) The Pledgor hereby ratifies all that said attorneys shall lawfully
do or cause to be done pursuant to the power of attorney granted in Section
11(a).

          12. Limitation on Duties Regarding Pledged Collateral. The Collateral
Agent's sole duty with respect to the custody, safekeeping and physical
preservation of the


                                      -14-



Pledged Collateral in its possession, under Section 9-207 of the UCC or
otherwise, shall be to deal with it in the same manner as the Collateral Agent
deals with similar securities and property for its own account, except that the
Collateral Agent shall have no obligation to invest funds held in any Collateral
Account and may hold the same as demand deposits. Neither the Collateral Agent
nor any of its directors, officers, employees or agents shall be liable for
failure to demand, collect or realize upon any of the Pledged Collateral or for
any delay in doing so or shall be under any obligation to sell or otherwise
dispose of any Pledged Collateral upon the request of the Pledgors or any other
Person or to take any other action whatsoever with regard to the Pledged
Collateral or any part thereof.

          13. Filing of Financing Statements. Pursuant to Section 9-509 of the
UCC, each Pledgor hereby authorizes the Collateral Agent to file financing
statements with respect to the Pledged Collateral in such form and in such
filing offices as the Collateral Agent reasonably determines appropriate to
perfect the security interests of the Collateral Agent under this Pledge
Agreement. A carbon, photographic or other reproduction of this Pledge Agreement
shall be sufficient as a financing statement for filing in any jurisdiction.

          14. Powers Coupled with an Interest. All authorizations and agencies
herein contained with respect to the Pledged Collateral are irrevocable and
powers coupled with an interest.

          15. Notices; Effectiveness; Electronic Communication.

          (a) Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications provided
for herein shall be in writing, addressed as provided in Part A of Schedule II
and shall be delivered by hand or overnight courier service, mailed by certified
or registered mail or sent by telecopier or electronic mail (as provided in
subsection (b) below), and all notices and other communications expressly
permitted hereunder to be given by telephone shall be made to the applicable
telephone number.

          Notices sent by hand or overnight courier service, or mailed by
certified or registered mail, shall be deemed to have been given when received;
notices sent by telecopier shall be deemed to have been given when sent (except
that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next business day
for the recipient). Notices delivered through electronic communications to the
extent provided in subsection (b) below, shall be effective as provided in such
subsection (b).

          (b) Electronic Communications. Notices and other communications to the
parties hereunder may be delivered or furnished by electronic communication
(including e-mail) pursuant to procedures approved by the Collateral Agent. The
Collateral Agent or each Pledgor may, in its discretion, agree to accept notices
and other communications to it hereunder by electronic communications pursuant
to procedures approved by it, provided that approval of such procedures may be
limited to particular notices or communications.


                                      -15-



          Unless the Collateral Agent otherwise prescribes, notices and other
communications sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient.

          At the Borrower's option, notices and other communications to the
parties hereunder may be delivered or furnished by posting to Internet or
intranet websites pursuant to procedures approved by the Collateral Agent.
Notices or communications posted to an Internet or intranet website shall be
deemed received upon the deemed receipt by the intended recipient at its email
address (as described above) of notification that such notice or communication
is available and identifying the website address therefor.

          16. Severability. Any provision of this Pledge Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

          17. Paragraph Headings. The paragraph headings used in this Pledge
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.

          18. No Waiver; Cumulative Remedies. The Collateral Agent shall not by
any act (except by a written instrument pursuant to Section 19), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Default or Event of Default or in any
breach of any of the terms and conditions hereof. No failure to exercise, nor
any delay in exercising, on the part of the Collateral Agent, any right, power
or privilege hereunder shall operate as a waiver thereof. No single or partial
exercise of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
A waiver by the Collateral Agent of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which the
Collateral Agent would otherwise have on any future occasion. The rights and
remedies herein provided are cumulative, may be exercised singly or concurrently
and are not exclusive of any rights or remedies provided by law.

          19. Waivers and Amendments; Successors and Assigns; Governing Law.
None of the terms or provisions of this Pledge Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the Pledgors and the Collateral Agent; provided that any provision of this
Pledge Agreement may be waived by the Collateral Agent in a written instrumented
executed by the Collateral Agent. This Pledge Agreement shall be binding upon
the successors and assigns of each Pledgor and shall inure to the benefit of the
Collateral Agent and its successors and assigns. THIS PLEDGE AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.


                                      -16-



                            [SIGNATURE PAGE FOLLOWS]


                                      -17-



          IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement
to be duly executed and delivered as of the date first above written.

                                   GLOBAL SIGNAL, INC., as Pledgor


                                       By: /s/ Greerson G. McMullen
                                           -------------------------------------
                                           Name: Greerson G. McMullen
                                           Title: Executive Vice President


                                   GLOBAL SIGNAL OPERATING PARTNERSHIP,
                                      L.P., as Pledgor

                                   By: Global Signal GP LLC, its General Partner


                                       By:  /s/ Greerson G. McMullen
                                            ------------------------------------
                                            Name: Greerson G. McMullen
                                            Title: Executive Vice President


                                   GLOBAL SIGNAL ACQUISITIONS II LLC, as Pledgor


                                       By: /s/ Greerson G. McMullen
                                           -------------------------------------
                                           Name: Greerson G. McMullen
                                           Title: Executive Vice President




                           ACKNOWLEDGMENT AND CONSENT

          The undersigned, the Issuers referred to in the foregoing Pledge
Agreement, hereby acknowledge receipt of a copy thereof and agree to be bound
thereby and to comply with the terms thereof insofar as such terms are
applicable to it. The undersigned agree to notify the Collateral Agent promptly
in writing of the occurrence of any of the events described in Section 5(a) of
the Pledge Agreement. The undersigned further agree that the terms of Section
9(c) of the Pledge Agreement shall apply to them, mutatis mutandis, with respect
to all actions that may be required of them under or pursuant to or arising out
of Section 9 of the Pledge Agreement.

                                       GLOBAL ACQUISITIONS II LLC, as Borrower


                                       By: /s/ Greerson G. McMullen
                                           -------------------------------------
                                           Name: Greerson G. McMullen
                                           Title: Executive Vice President


                                       GLOBAL SIGNAL OPERATING PARTNERSHIP, L.P.

                                       By: Global Signal GP LLC, its General
                                       Partner


                                       By: /s/ Greerson G. McMullen
                                           -------------------------------------
                                           Name: Greerson G. McMullen
                                           Title: Executive Vice President