Common use of Impositions and Insurance Reserve Clause in Contracts

Impositions and Insurance Reserve. On the Closing Date, the Borrowers shall deposit with Lock Box Account Bank **[$_________]** and, pursuant to the Cash Management Agreement, the Borrowers shall deposit monthly, on each Payment Date commencing on the Payment date in July 2004, 1/12th of the annual charges (as reasonably estimated by Lender) for all Impositions and all Insurance Premiums (other than for D&O Insurance) payable with respect to the Properties hereunder (said funds, together with any interest thereon and additions thereto, the "IMPOSITIONS AND INSURANCE RESERVE"). The initial amount of the monthly deposit to be made to the Impositions and Insurance Reserve from and after the date hereof is **[$__________]**. 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 at least ten (10) Business Days prior to the date initially due. The Borrowers shall provide Lender with bills and all other documents necessary for the payment of the foregoing charges at least thirty (30) days prior to the date on which each payment shall first become subject to penalty or interest if not paid. So long as (i) no Event of Default has occurred and is continuing, (ii) the Borrowers have provided Lender with the foregoing bills and other documents in a timely manner, and (iii) sufficient funds are held by Lender for the payment of the Impositions and Insurance Premiums relating to each of the Properties, Lender shall pay said items or disburse to the Borrowers from such Reserve an amount sufficient to pay said items. Interest shall accrue in favor of the Borrowers on funds in the Impositions and Insurance Reserve and be added to the balance thereof and disbursed in accordance with the terms hereof.

Impositions and Insurance Reserve. On the Closing Date, the Borrowers shall deposit with Lock Box Account Bank **[$_________]** 4,225,548.90 and, pursuant to the Cash Management Agreement, the Borrowers shall deposit monthly, on each Payment Date commencing on the Payment date in July 2004December 2002, 1/12th of the annual charges (as reasonably estimated by Lender) for all Impositions and all Insurance Premiums (other than for D&O Insurance) payable with respect to the Properties hereunder (said funds, together with any interest thereon and additions thereto, the "IMPOSITIONS AND INSURANCE RESERVE"). The initial amount of the monthly deposit to be made to the Impositions and Insurance Reserve from and after the date hereof is **[$__________]**1,100,249. 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 at least ten (10) Business Days prior to the date initially due. The Borrowers shall provide Lender with bills and all other documents necessary for the payment of the foregoing charges at least thirty (30) days prior to the date on which each payment shall first become subject to penalty or interest if not paid. So long as (i) no Event of Default has occurred and is continuing, (ii) the Borrowers have provided Lender with the foregoing bills and other documents in a timely manner, and (iii) sufficient funds are held by Lender for the payment of the Impositions and Insurance Premiums insurance premiums relating to each of the PropertiesProperty, as applicable, Lender shall pay said items or disburse to the Borrowers from such Reserve an amount sufficient to pay said items. Interest shall accrue in favor of the Borrowers on funds in the Impositions and Insurance Reserve. In addition to (and not in lieu of) the aforementioned reserves, at Closing, the Borrowers shall deposit with Lock Box Bank the Supplemental Insurance Reserve Payment to be held in the Impositions and Insurance Reserve. Lender shall be added under no obligation to cause any portion of the Supplemental Insurance Reserve Payment to be released to the balance thereof Borrowers for the payment of any Impositions. Notwithstanding the foregoing to the contrary, provided no Event of Default has occurred and is then continuing, Lender shall cause the remainder, if any, of the Supplemental Insurance Reserve Payment to be disbursed in accordance with to the Borrowers within five (5) Business Days of the delivery by the Borrowers to Lender of each of the Insurance Policies required pursuant to the terms hereofof Section 5.4 hereof providing coverage for a period of one (1) year, together with evidence of the payment in full of the annual premiums payable for such Insurance Policies.

Impositions and Insurance Reserve. On the Closing Date, the Borrowers shall deposit with Lock Box Account Bank **[Lender (or such agent of Lender as Lender may designate in writing to Borrowers from time to time) $_________]** and__, pursuant to the Cash Management Agreement, the and thereafter Borrowers shall deposit with Lender monthly, on each Payment Date commencing on with the First Payment date in July 2004Date, 1/12th of the annual charges (as reasonably estimated by Lender) for all Impositions and all Insurance Premiums (other than for D&O Insurance) payable with respect to the Properties hereunder (said funds, together with any interest thereon and any additions thereto, the "IMPOSITIONS AND INSURANCE RESERVE"). The initial amount of the monthly deposit to be made to the “Impositions and Insurance Reserve from and after the date hereof is **[$__________]**Reserve”). The Borrowers shall also deposit with Lock Box Account Bank within ten (10) Business Days of the written demand by LenderLender on demand, 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 at least ten thirty (1030) Business Days days prior to the date initially due. The Borrowers shall provide Lender with bills and all other documents necessary for the payment of the foregoing charges at least thirty (30) days prior to the date on which each payment shall first become subject to penalty or interest if not paiddue. So long as (i) no Event of Default has occurred and is continuing, (ii) the Borrowers have provided Lender with the foregoing bills and other documents in a timely manner, and (iii) sufficient funds are held by Lender for the payment of the Impositions and Insurance Premiums (if applicable) relating to each of the Properties, Lender shall pay said items or disburse to the Borrowers from such Reserve an amount amounts sufficient to pay said items. Interest shall accrue in favor of the Borrowers on funds in the Impositions and Insurance Reserve and be added to the balance thereof and disbursed in accordance with the terms hereof.

Impositions and Insurance Reserve. On the Closing Date, the Borrowers shall deposit with Lock Box Account Bank **[$_________]** and, pursuant Pursuant to the Cash Management Agreement, the Borrowers shall deposit monthly, on each Payment Due Date commencing on the Payment date Date in July 2004January 2006, 1/12th the amount of the annual charges (as reasonably estimated by the Lender) for all Impositions and all Insurance Premiums (other than provided that any amounts in respect of blanket policies shall include only that portion of Insurance Premiums allocated to the coverage provided for D&O Insurancethe Borrowers and the Sites) payable in the ensuing calendar month with respect to the Properties Sites hereunder (said funds, together with any interest thereon and additions thereto, the "IMPOSITIONS AND INSURANCE RESERVE"“Impositions and Insurance Reserve”). The initial amount In connection with the addition of any Additional Site or Additional Borrower Sites, 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 Sites at least ten (10) Business Days prior to the date initially due, and deliver to the Lender an Officer’s Certificate setting forth in reasonable detail the calculation of the monthly deposit required sums to be made to deposited into the Impositions and Insurance Reserve from with respect to the Sites to be added. On the Amendment Date, the Amendment Date Borrowers shall deposit with Central Account Bank $389,458 for deposit in the Impositions and after Insurance Reserve in connection with the date hereof is **[$__________]**Addition of the Additional Borrower Sites owned or leased by the Amendment Date Additional Borrowers and shall deliver to the Lender an Officer’s Certificate setting forth in reasonable detail the calculation of the required sums to be deposited into the Impositions and Insurance Reserve with respect to the Additional Borrower Sites owned or leased by the Amendment Date Additional Borrowers. The Borrowers shall also deposit with Lock Box the Central Account Bank within ten (10) Business Days of the written demand by the Lender, to be added to and included within such reservethe Impositions and Insurance Reserve, a sum of money which the Lender reasonably estimates, together with such monthly deposits, will be sufficient to make the payment of each such charge all Impositions and all Insurance Premiums (but, with respect to blanket policies, only that portion of the Insurance Premiums allocated to the coverage provided for the Borrowers and the Sites) at least ten (10) Business Days prior to the date initially due. The Borrowers shall provide the Lender with bills or a statement of amounts in respect of Impositions and all other documents necessary Insurance Premiums due for the payment of next calendar month which shall be accompanied by an Officer’s Certificate and such other ‑84‑ documents as may be reasonably required to establish the foregoing charges amounts required to be paid in the following calendar month at least thirty five (305) 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 the Lender with the foregoing bills and other documents materials in a timely manner, and (iii) sufficient funds are held by the Lender for the payment of the Impositions and Insurance Premiums relating to each of the PropertiesSites, as applicable, the Lender shall at the Borrowers’ election, (x) pay said items or 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. The Imposition and Insurance Reserve shall be deposited into the Imposition and be added to the balance thereof Insurance Reserve Sub-Account and disbursed applied in accordance with the terms hereofCash Management Agreement.

Impositions and Insurance Reserve. On the Closing Date, the Borrowers Borrower shall deposit with Lock Box Account Bank **[Lender (or such agent of Lender as Lender may designate in writing to Borrower from time to time) $_________]** 2,136,702.54 and, pursuant to the Cash Management Agreement, the Borrowers Borrower shall deposit monthly, on the first day of each Payment Date calendar month commencing on the Payment date in July 2004with February 1, 2001, 1/12th of the annual charges (as reasonably estimated by Lender) for all Impositions and all and, to the extent such amounts are required to the escrowed hereunder as provided below, Insurance Premiums (other than for D&O Insurance) payable with respect to the Properties Property hereunder (said funds, together with any interest thereon and additions thereto, the "IMPOSITIONS AND INSURANCE RESERVEImpositions 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 **[shall be $__________]**167,391.44. The Borrowers Borrower shall also deposit with Lock Box Account Bank within ten (10) Business Days of the written demand by LenderLender on demand, 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 at least ten thirty (1030) Business Days days prior to the date initially due. The Borrowers Borrower shall provide Lender with bills and all other documents necessary for the payment of the foregoing charges at least thirty (30) days prior to the date on which each payment shall first become subject to penalty or interest if not paiddue. So long as (i) no Event of Default has occurred and is continuing, (ii) the Borrowers have Borrower has provided Lender with the foregoing bills and other documents in a timely manner, and (iii) sufficient funds are held by Lender for the payment of the Impositions and Insurance Premiums (if applicable) relating to each of the PropertiesProperty, Lender shall pay said items or disburse to the Borrowers Borrower from such Reserve an amount sufficient to pay said items. Interest Notwithstanding the foregoing or anything to the contrary contained herein or in the other Loan Documents, Borrower shall accrue in favor of the Borrowers on funds not be required to deposit Insurance Premiums in the Impositions and Insurance Reserve unless and until Borrower fails to maintain any of the insurance coverage required under Section 5.4 hereof or any other Event of Default shall occur hereunder; whereupon Borrower shall immediately be added required to the balance thereof commence and disbursed continue to escrow Insurance Premiums in accordance with this Section 6.3 for the terms hereofremainder of the term of the Loan.

Impositions and Insurance Reserve. On the Closing Date, the Borrowers shall deposit with Lock Box Account Bank **[$_________]** 1,096,800.00 and, pursuant to the Cash Management Agreement, the Borrowers shall deposit monthly, on each Payment Date commencing on the Payment date in July August 2004, 1/12th of the annual charges (as reasonably estimated by Lender) for all Impositions and all Insurance Premiums (other than for D&O Insurance) payable with respect to the Properties hereunder (said funds, together with any interest thereon and additions thereto, the "IMPOSITIONS AND INSURANCE RESERVE"). The initial amount of the monthly deposit to be made to the Impositions and Insurance Reserve from and after the date hereof is **[$__________]**185,600.00. 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 at least ten (10) Business Days prior to the date initially due. The Borrowers shall provide Lender with bills and all other documents necessary for the payment of the foregoing charges at least thirty (30) days prior to the date on which each payment shall first become subject to penalty or interest if not paid. So long as (i) no Event of Default has occurred and is continuing, (ii) the Borrowers have provided Lender with the foregoing bills and other documents in a timely manner, and (iii) sufficient funds are held by Lender for the payment of the Impositions and Insurance Premiums relating to each of the Properties, Lender shall pay said items or disburse to the Borrowers from such Reserve an amount sufficient to pay said items. Interest shall accrue in favor of the Borrowers on funds in the Impositions and Insurance Reserve and be added to the balance thereof and disbursed in accordance with the terms hereof.

Impositions and Insurance Reserve. On the Closing DatePursuant to this Indenture, the Borrowers Indenture Trustee shall deposit with Lock Box from Collections available for such purpose under Article V on each Business Day during each Collection Period into a Sub-Account Bank **[$_________]** and, pursuant to of the Cash Management AgreementCollection Account (said Sub-Account, the Borrowers shall “Impositions and Insurance Reserve Sub-Account”), an amount such that the amount on deposit monthly, on each Payment Date commencing on in the Payment date in July 2004, 1/12th Impositions and Insurance Reserve Sub-Account as of the annual charges last day of such Collection Period will equal the amount (as reasonably estimated by Lenderthe Servicer based on advice from the Manager) for all Impositions and all Insurance Premiums (other than provided that any amounts in respect of blanket Insurance Policies shall include only that portion of Insurance Premiums allocated to the coverage provided for D&O Insurancethe Asset Entities and the Tower Sites) payable with respect to the Properties hereunder Tower Sites during the immediately succeeding Collection Period (said funds, together with any interest thereon and additions thereto, the "IMPOSITIONS AND INSURANCE RESERVE"“Impositions and Insurance Reserve”). The initial If at any time the Servicer (solely in reliance upon a written request received from the Manager) reasonably determines that the amount in the Impositions and Insurance Reserve Sub-Account will not be sufficient to pay the Impositions and Insurance Premiums payable during a Collection Period, the Indenture Trustee shall (at the direction of the monthly deposit to be made Servicer) increase the deposits to the Impositions and Insurance Reserve from and after Sub-Account by the date hereof amount that the Servicer has determined (in reliance on the Manager’s written request) is **[$__________]**. The Borrowers sufficient to make up the deficiency and, in such instance, the Issuer shall also deposit with Lock Box the Collection Account Bank within ten (10) Business Days of the a written demand by Lenderthe Indenture Trustee, for credit to be added to the Impositions and included within such reserveInsurance Reserve Sub-Account, a sum of money which Lender reasonably estimatesthe Servicer has determined (in reliance on the Manager’s written request), together with such monthly deposits, will be sufficient to make the payment payments of each the Impositions and Insurance Premiums payable during such charge Collection Period (but, with respect to blanket Insurance Policies, only that portion of the Insurance Premiums allocated to the coverage provided for the Asset Entities and the Tower Sites) at least ten (10) Business Days prior to the date initially due. The Borrowers shall provide Lender Each Monthly Report provided pursuant to Section 7.02(a)(iii) will set forth certain information with bills and all other documents necessary for the payment of the foregoing charges at least thirty (30) days prior respect to the date on which amounts of Impositions and Insurance Premiums due during each payment shall first become subject Collection Period. The Issuer will provide the Servicer and the Indenture Trustee with such other information and documents as may be reasonably requested by the Servicer to penalty or interest if not paidestablish the amounts of Impositions and Insurance Premiums required to be paid during each Collection Period. So long as (i) no Event of Default has occurred and is continuing, (ii) the Borrowers Obligors have provided Lender the Indenture Trustee and the Servicer with the foregoing bills and other documents materials in a timely manner, and (iii) sufficient funds are held by Lender the Indenture Trustee in the Impositions and Insurance Reserve Sub-Account for the payment of the Impositions and Insurance Premiums relating to each of the PropertiesTower Sites, Lender shall as applicable, the Indenture Trustee shall, at the Manager’s election and written direction, with written notice simultaneously delivered to the Servicer, (x) pay said items or the Impositions and Insurance Premiums directly, (y) disburse to the Borrowers from such Reserve Obligors an amount sufficient to pay said items. Interest shall accrue in favor of the Borrowers on funds in the Impositions and Insurance Reserve Premiums or (z) reimburse the Obligors for Impositions and be added to Insurance Premiums previously paid by the balance thereof and disbursed in accordance with the terms hereofObligors.

Impositions and Insurance Reserve. On Master Lease Event of Default then exists, Lender shall cause the Closing Date, the Borrowers shall deposit with Lock Box Central Account Bank **[$_________]** to disburse any accrued interest in the Impositions and Insurance Reserve Sub-Account to Borrower promptly after the end of each calendar quarter. Notwithstanding anything to the contrary contained in this Section 6.3, if Borrower delivers (or causes Lessee to deliver) one or more Letters of Credit to Lender in lieu of any funds required to be deposited in the Impositions and Insurance Reserve, such Letter(s) of Credit shall be held by Lender in accordance with Section 6.8 and, pursuant without limitation of Section 7.3 hereof, Lender shall not be obligated to draw on any such Letter of Credit (a) to pay any Impositions or Insurance Premiums owing to a taxing authority or insurer, as the Cash Management Agreementcase may be, or (b) to reimburse Borrower (or Lessee) for its payment of any Impositions or Insurance Premiums. From time to time (but not more often than twice in any twelve (12) month period) based on increases in the Borrowers shall deposit monthlyannual charges for all Impositions or Insurance Premiums (for Stand-Alone Insurance Policies), on each Payment Date commencing on as the Payment date in July 2004case may be, 1/12th as reasonably determined by Lender, Lender may increase its estimate of the annual charges (as reasonably estimated by Lender) for all Impositions and all Insurance Premiums (for Stand-Alone Insurance Policies) (other than Insurance Premiums for D&O Insurancethe coverages required under Sections 5.4(viii) and (ix) and for automobile insurance) payable with respect to the Properties hereunder (said fundsProperties, together with any interest thereon and additions theretoand, the "IMPOSITIONS AND INSURANCE RESERVE"). The initial amount of the monthly deposit to be made to the Impositions and Insurance Reserve from and after the date hereof is **[$__________]**. The Borrowers shall also deposit with Lock Box Account Bank within ten (10) Business Days after Borrower's and Lessee's receipt of the written demand by Lendernotice from Lender of any such increased estimate, Borrower shall deliver, or cause Lessee to deliver, to be added to and included within Lender such reserve, a additional sum of money which Lender reasonably estimates, together with (or an amended or replacement Letter of Credit in such monthly deposits, amount) as will be sufficient to make the payment of each such charge at least ten (10) Business Days prior to the date initially due. The Borrowers shall provide Lender with bills and all other documents necessary for the payment of the foregoing charges at least thirty (30) days prior to the date on which each payment shall first become subject to penalty or interest if not paid. So long as (i) no Event of Default has occurred and is continuing, (ii) the Borrowers have provided Lender again bring Borrower into compliance with the foregoing bills and other documents in a timely manner, and (iii) sufficient funds are held by Lender for the payment of the Reserve requirements relative to Impositions and Insurance Premiums relating to each of the Properties, Lender shall pay said items or disburse to the Borrowers from such Reserve an amount sufficient to pay said items. Interest shall accrue described in favor of the Borrowers on funds in the Impositions and Insurance Reserve and be added to the balance thereof and disbursed in accordance with the terms hereofthis Section 6.3.

Impositions and Insurance Reserve. On the Initial Closing Date, the Borrowers Obligors shall deposit with Lock Box the Collection Account Bank **[$_________]** 1,000,000 for credit to the Impositions and Insurance Reserve Sub-Account and, pursuant to this Indenture and the Cash Management Agreement, the Borrowers Indenture Trustee shall deposit monthly, from Collections available for such purpose under Article V on each Payment Date Business Day during each Collection Period commencing with the April 2010 Collection Period, an amount such that the amount on deposit in the Payment date in July 2004, 1/12th Impositions Reserve Sub-Account as of the annual charges last day of such Collection Period will equal the amount (as reasonably estimated by Lenderthe Servicer based on advice from the Manager) for all Impositions and all Insurance Premiums (other than provided that any amounts in respect of blanket policies shall include only that portion of Insurance Premiums allocated to the coverage provided for D&O Insurancethe Tower Sites) payable with respect to the Properties hereunder Tower Sites during the immediately succeeding Collection Period (said funds, together with any interest thereon and additions thereto, the "IMPOSITIONS AND INSURANCE RESERVE"“Impositions and Insurance Reserve”). The initial If at any time the Servicer (solely in reliance upon a written request received from the Manager) reasonably determines that the amount of the monthly deposit to be made to in the Impositions and Insurance Reserve from Sub-Account will not be sufficient to pay the Impositions and after Insurance Premiums when due, the date hereof Indenture Trustee shall (at the direction of the Servicer) increase the monthly deposits by the amount that the Servicer has determined (in reliance on the Manager’s written request) is **[$__________]**. The Borrowers sufficient to make up the deficiency and, in such instance, the Issuer shall also deposit with Lock Box the Collection Account Bank within ten (10) Business Days of the a written demand by Lenderthe Indenture Trustee, for credit to be added to the Impositions and included within such reserveInsurance Reserve Sub-Account, a sum of money which Lender reasonably estimatesthe Servicer has determined (in reliance on the Manager’s written request), 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 Asset Entities and the Tower Sites) at least ten (10) Business Days prior to the date initially due. The Borrowers shall Asset Entities will provide Lender the Indenture Trustee (with copies delivered simultaneously to the Servicer) with bills or a statement of amounts due for the next calendar month which shall be accompanied by an Officer’s Certificate and all such other documents necessary for as may be reasonably required to establish the payment of amounts required to be paid in the foregoing charges following calendar month at least thirty five (305) 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 Obligors have provided Lender the Indenture Trustee and the Servicer with the foregoing bills and other documents materials in a timely manner, and (iii) sufficient funds are held by Lender the Indenture Trustee for the payment of the Impositions and Insurance Premiums relating to each of the PropertiesTower Sites, Lender shall as applicable, the Indenture Trustee shall, at the Manager’s election and written direction, with written notice simultaneously delivered to the Servicer, (x) pay said items or the Imposition and Insurance Premiums directly, (y) disburse to the Borrowers Obligors from such Reserve an amount sufficient to pay said items. Interest shall accrue in favor of the Borrowers on funds in the Impositions Imposition and Insurance Reserve and be added to Premiums or (z) reimburse the balance thereof and disbursed in accordance with Obligors for items previously paid by the terms hereofObligors.

Impositions and Insurance Reserve. On the 2013 Closing Date, the Borrowers shall deposit or cause to be deposited with Lock Box Central Account Bank **[$_________]** 6,366,566 and, pursuant to the Cash Management Agreement, the Borrowers shall deposit monthly, on each Payment Due Date commencing on the Payment date Date in July 2004April, 1/12th 2013, the amount of the annual charges (as reasonably estimated by Lender) for all Impositions and all Insurance Premiums (other than provided, that the Borrowers are not required to make deposits into the Impositions and Insurance Reserve for D&O Insurance) payable Insurance Premiums if the Sites are covered under a blanket insurance policy maintained with respect to the Properties Sites and other sites not owned by the Borrowers) payable in the ensuing calendar month with respect to the Sites hereunder (said funds, together with any interest thereon and additions thereto, the "IMPOSITIONS AND INSURANCE RESERVE"“Impositions and Insurance Reserve”). The initial amount In connection with the addition of any Additional Site or Additional Borrower Sites, the Borrowers shall deposit a sum of money sufficient (together with future monthly deposits) to make the payment of Impositions and Insurance Premiums with respect to the applicable Sites at least ten (10) Business Days prior to the date initially due, and deliver to Lender an Officer’s Certificate setting forth in reasonable detail the calculation of the monthly deposit required sums to be made to deposited into the Impositions and Insurance Reserve from and after with respect to the date hereof is **[$__________]**Sites to be added. The Borrowers shall also deposit with Lock Box Central Account Bank within ten (10) Business Days of the written demand by Lender, to be added to and included within such reservethe Impositions and Insurance 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 all Impositions and all Insurance Premiums (but, with respect to blanket policies, only that portion of the Insurance Premiums allocated to the coverage provided for the Borrowers and the Sites) at least ten (10) Business Days prior to the date initially due. The Borrowers shall provide Lender with bills or a statement of amounts in respect of Impositions and all Insurance Premiums due for the next calendar month which shall be accompanied by an Officer’s Certificate and such other documents necessary for as may be reasonably required to establish the payment of amounts required to be paid in the foregoing charges following calendar month at least thirty five (305) days Business 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 bills and other documents materials in a timely manner, and (iii) sufficient funds are held by Lender for the payment of the Impositions and Insurance Premiums relating to each of the PropertiesSites, as applicable, Lender shall at Lender’s election, (x) pay said items or 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. The Imposition and Insurance Reserve shall be deposited into the Imposition and be added to the balance thereof Insurance Reserve Sub-Account and disbursed applied in accordance with the terms hereofCash Management Agreement.

Impositions and Insurance Reserve. On the Initial Closing Date, the Borrowers Obligors shall deposit with Lock Box the Collection Account Bank **[$_________]** 200,000 for credit to the Impositions and Insurance Reserve Sub-Account and, pursuant to this Indenture and the Cash Management Agreement, the Borrowers shall Indenture Trustee shall, at the written direction of the Servicer, deposit monthly, from Collections available for such purpose under Article V on each Payment Date commencing Business Day during each Collection Period into a Reserve Sub-Account (such Reserve Sub-Account, the “Impositions and Insurance Reserve Sub- Account”), an amount such that the amount on deposit in the Payment date in July 2004, 1/12th Impositions and Insurance Reserve Sub-Account as of the annual charges last day of such Collection Period will equal the amount (as reasonably estimated based solely upon information provided by Lenderthe Manager) for all Impositions and all Insurance Premiums (other than provided that any amounts in respect of blanket policies shall include only that portion of Insurance Premiums allocated to the coverage provided for D&O Insurancethe Cellular Sites) that will be payable with respect to the Properties hereunder Cellular Sites during the immediately succeeding Collection Period (said funds, together with any interest thereon and additions thereto, the "IMPOSITIONS AND INSURANCE RESERVE"“Impositions and Insurance Reserve”). The initial If at any time the Servicer (solely in reliance upon a written request received from the Manager) reasonably determines that the amount of the monthly deposit to be made to in the Impositions and Insurance Reserve from Sub-Account will not be sufficient to pay the Impositions and after Insurance Premiums when due, the date hereof Indenture Trustee shall (at the written direction of the Servicer) increase the monthly deposits by the amount that the Servicer has determined (in reliance on the Manager’s written request) is **[$__________]**. The Borrowers sufficient to make up the deficiency and, in such instance, the Issuer shall also deposit with Lock Box the Collection Account Bank within ten (10) Business Days of the a written demand by Lenderthe Indenture Trustee, for credit to be added to the Impositions and included within such reserveInsurance Reserve Sub-Account, a sum of money which Lender reasonably estimatesthe Servicer has determined (in reliance on the Manager’s written request), 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 Asset Entities and the Cellular Sites) at least ten (10) Business Days prior to the date initially due. The Borrowers shall Asset Entities will provide Lender the Indenture Trustee (with copies delivered simultaneously to the Servicer) at least one (1) Business Day prior to each Payment Date, copies of paid bills and all other documents necessary or statements for the payment of prior Collection Period accompanied by an Officer’s Certificate. At the foregoing charges at least thirty (30) days prior Manager’s election and written direction, with written notice simultaneously delivered to the date on which each payment shall first become subject to penalty or interest if not paid. So long as Servicer (i) provided no Event of Default has occurred and is continuing), the Indenture Trustee shall, from funds available in the Impositions and Insurance Reserve, (iix) the Borrowers have provided Lender with the foregoing bills and other documents in a timely manner, and (iii) sufficient funds are held by Lender for the payment of pay the Impositions and Insurance Premiums relating to each of the Propertiesdirectly, Lender shall pay said items or (y) disburse to the Borrowers from such Reserve Obligors an amount sufficient to pay said items. Interest shall accrue in favor of the Borrowers on funds in the Impositions and Insurance Reserve Premiums or (z) reimburse the Obligors for Impositions and be added to Insurance Premiums previously paid by the balance thereof and disbursed in accordance with the terms hereofObligors.

Impositions and Insurance Reserve. On the Closing Date, the Borrowers shall deposit or cause to be deposited with Lock Box Central Account Bank **[$_________]** 6,366,566 and, pursuant to the Cash Management Agreement, the Borrowers shall deposit monthly, on each Payment Due Date commencing on the Payment date Date in July 2004April, 1/12th 2013, the amount of the annual charges (as reasonably estimated by Lender) for all Impositions and all Insurance Premiums (other than provided, that the Borrowers are not required to make deposits into the Impositions and Insurance Reserve for D&O Insurance) payable Insurance Premiums if the Sites are covered under a blanket insurance policy maintained with respect to the Properties Sites and other sites not owned by the Borrowers) payable in the ensuing calendar month with respect to the Sites hereunder (said funds, together with any interest thereon and additions thereto, the "IMPOSITIONS AND INSURANCE RESERVE"“Impositions and Insurance Reserve”). The initial amount In connection with the addition of any Additional Site or Additional Borrower Sites, the Borrowers shall deposit a sum of money sufficient (together with future monthly deposits) to make the payment of Impositions and Insurance Premiums with respect to the applicable Sites at least ten (10) Business Days prior to the date initially due, and deliver to Lender an Officer’s Certificate setting forth in reasonable detail the calculation of the monthly deposit required sums to be made to deposited into the Impositions and Insurance Reserve from and after with respect to the date hereof is **[$__________]**Sites to be added. The Borrowers shall also deposit with Lock Box Central Account Bank within ten (10) Business Days of the written demand by Lender, to be added to and included within such reservethe Impositions and Insurance 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 all Impositions and all Insurance Premiums (but, with respect to blanket policies, only that portion of the Insurance Premiums allocated to the coverage provided for the Borrowers and the Sites) at least ten (10) Business Days prior to the date initially due. The Borrowers shall provide Lender with bills or a statement of amounts in respect of Impositions and all Insurance Premiums due for the next calendar month which shall be accompanied by an Officer’s Certificate and such other documents necessary for as may be reasonably required to establish the payment of amounts required to be paid in the foregoing charges following calendar month at least thirty five (305) days Business 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 bills and other documents materials in a timely manner, and (iii) sufficient funds are held by Lender for the payment of the Impositions and Insurance Premiums relating to each of the PropertiesSites, as applicable, Lender shall at Lender’s election, (x) pay said items or 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. The Imposition and Insurance Reserve shall be deposited into the Imposition and be added to the balance thereof Insurance Reserve Sub-Account and disbursed applied in accordance with the terms hereofCash Management Agreement.

Impositions and Insurance Reserve. On Subject to the Closing Dateproviso below, the Borrowers Borrower shall deposit with Lock Box Account Bank **[$_________]** and, pursuant to the Cash Management Agreement, the Borrowers shall deposit Lender monthly, on each Payment Date commencing on with the First Payment date in July 2004Date, 1/12th of the annual charges (as reasonably estimated by Lender) for all Impositions and all Insurance Premiums (other than for D&O Insurance) payable with respect to the Properties Property hereunder (said funds, together with any interest thereon and any additions thereto, the "IMPOSITIONS AND INSURANCE RESERVE"). The initial amount of the monthly deposit to be made to the “Impositions and Insurance Reserve from Reserve”), and after the date hereof is **[$__________]**. The Borrowers Borrower shall also deposit with Lock Box Account Bank within ten (10) Business Days of the written demand by LenderLender on demand, 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 at least ten thirty (1030) Business Days days prior to the date initially due; provided, that no deposits shall be required into the Impositions and Insurance Reserve so long as no Event of Default exists and continues beyond any applicable cure period provided herein and Borrower provides Lender with paid receipts and other evidence satisfactory to Lender that all Impositions and Insurance Premiums have been and continue to be fully and 61 timely paid, and in any event, in the case of Impositions, prior to any delinquency or assessment of late payment interest or penalties. The Borrowers If deposits are required in the Impositions and Insurance Reserve, Borrower shall provide Lender with bills and all other documents necessary for the payment of the foregoing charges at least thirty (30) days prior to the date on which each payment shall first become subject to penalty or interest if not paid. So due, and so long as (i) no Event of Default has occurred and is continuing, (ii) the Borrowers have Borrower has provided Lender with the foregoing bills and other documents in a timely manner, and (iii) sufficient funds are held by Lender for the payment of the Impositions and Insurance Premiums (if applicable) relating to each of the PropertiesProperty, Lender shall pay said items or disburse to the Borrowers Borrower from such Reserve an amount amounts sufficient to pay said items. Interest shall accrue in favor of the Borrowers on funds in the Impositions and Insurance Reserve and be added to the balance thereof and disbursed in accordance with the terms hereof.

Impositions and Insurance Reserve. On the Closing Date, the Borrowers shall deposit with Lock Box Account Bank **[Lender (or such agent of Lender as Lender may designate in writing to Borrowers from time to time) $_________]** and393,637.42, pursuant to the Cash Management Agreement, the and thereafter Borrowers shall deposit with Lender monthly, on each Payment Date commencing on with the First Payment date in July 2004Date, 1/12th l/12th of the annual charges (as reasonably estimated by Lender) for all Impositions and all Insurance Premiums (other than for D&O Insurance) payable with respect to the Properties hereunder (said funds, together with any interest interest, thereon and any additions thereto, the "IMPOSITIONS AND INSURANCE RESERVEImpositions and Insurance Reserve"). The initial amount of the monthly deposit to be made to the Impositions and Insurance Reserve from and after the date hereof is **[$__________]**. The Borrowers shall also deposit with Lock Box Account Bank within ten (10) Business Days of the written demand by LenderLender on demand, 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 at least ten thirty (1030) Business Days days prior to the date initially due. The Borrowers shall provide Lender with bills and all other documents necessary for the payment of the foregoing charges at least thirty (30) days prior to the date on which each payment shall first become subject to penalty or interest if not paiddue. So long as (i) no Event of Default has occurred and is continuing, (ii) the Borrowers have provided Lender with the foregoing bills and other documents in a timely manner, and (iii) sufficient funds are held by Lender for the payment of the Impositions and Insurance Premiums (if applicable) relating to each of the Properties, Lender shall pay said items or disburse to the Borrowers from such Reserve an amount amounts sufficient to pay said items. Interest shall accrue in favor of the Borrowers on funds in the Impositions and Insurance Reserve and be added to the balance thereof and disbursed in accordance with the terms hereof.

Impositions and Insurance Reserve. On the Closing Date, the Borrowers shall deposit with Lock Box Account Bank **[$_________]** 1,250,000 and, pursuant to the Cash Management Agreement, the Borrowers shall deposit monthly, on each Payment Date commencing on the Payment date in July 2004January 2005, 1/12th one-twelfth (1/12th) of the annual charges (as reasonably estimated by Lender) for all Impositions (excluding, however, personal property taxes) and all Insurance Premiums (other than provided that any amounts in respect of blanket policies shall include only that portion of Insurance Premiums allocated to the coverage provided for D&O Insurancethe Borrowers and the Properties) payable with respect to the Properties hereunder (said funds, together with any interest thereon and additions thereto, the "IMPOSITIONS AND INSURANCE RESERVEImpositions and Insurance Reserve"). The initial amount of the monthly deposit to be made to the Impositions and Insurance Reserve from and after the date hereof is **[$__________]**450,000. 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 all such other documents necessary for as may be reasonably required to establish the payment of amounts required to be paid in the foregoing charges following calendar month at least thirty five (305) 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 bills and other documents materials in a timely manner, and (iii) sufficient funds are held by Lender for the payment of the Impositions and Insurance Premiums relating to each of the Properties, as applicable, Lender shall at the Borrowers' election, (x) pay said items or 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 and be added to the balance thereof and disbursed in accordance with the terms hereofReserve.

Impositions and Insurance Reserve. On the Closing Date, the Borrowers shall deposit with Lock Box Account Bank **[$_________]** _ and, pursuant to the Cash Management Agreement, the Borrowers shall deposit monthly, on each Payment Date commencing on the Payment date in July 2004the month immediately following the Securitization, 1/12th one-twelfth (1/12th) of the annual charges (as reasonably estimated by Lender) for all Impositions (excluding, however, personal property taxes) and all Insurance Premiums (other than provided that any amounts in respect of blanket policies shall include only that portion of Insurance Premiums allocated to the coverage provided for D&O Insurancethe Borrowers and the Properties) payable with respect to the Properties hereunder (said funds, together with any interest thereon and additions thereto, the "IMPOSITIONS AND INSURANCE RESERVE"). The initial amount of the monthly deposit to be made to the Impositions and Insurance Reserve from and after the date hereof is **[$__________]**. 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 all such other documents necessary for as may be reasonably required to establish the payment of amounts required to be paid in the foregoing charges following calendar month at least thirty five (305) 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 bills and other documents materials in a timely manner, and (iii) sufficient funds are held by Lender for the payment of the Impositions and Insurance Premiums relating to each of the Properties, as applicable, Lender shall at the Borrowers' election, (x) pay said items or 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 and be added to the balance thereof and disbursed in accordance with the terms hereofReserve.

Impositions and Insurance Reserve. On the Closing Date, the Borrowers shall deposit with Lock Box Account Bank **[$_________]** 3,539,455 and, pursuant to the Cash Management Agreement, the Borrowers shall deposit monthly, on each Payment Date commencing on the Payment date in July March 2004, 1/12th of the annual charges (as reasonably estimated by Lender) for all Impositions (excluding, however, personal property taxes) and all Insurance Premiums (other than for D&O Insurance) payable with respect to the Properties hereunder (said funds, together with any interest thereon and additions thereto, the "IMPOSITIONS AND INSURANCE RESERVE"). The initial amount of the monthly deposit to be made to the Impositions and Insurance Reserve from and after the date hereof is **[$__________]**1,500,000.00. 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 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 all such other documents necessary for as may be reasonably required to establish the payment of amounts required to be paid in the foregoing charges following calendar month at least thirty five (305) 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 bills and other documents materials in a timely manner, and (iii) sufficient funds are held by Lender for the payment of the Impositions and Insurance Premiums relating to each of the Properties, as applicable, Lender shall at the Borrowers' election, (x) pay said items or 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 and be added to the balance thereof and disbursed in accordance with the terms hereofReserve.

Impositions and Insurance Reserve. On the Closing Date, the Initial Borrowers shall deposit with Lock Box Central Account Bank **[$_________]** 5,042,092 and, pursuant to the Cash Management Agreement, the Borrowers shall deposit monthly, on each Payment Due Date commencing on the Payment date Date in July 2004June, 1/12th 2007, the amount of the annual charges (as reasonably estimated by Lender) for all Impositions and all Insurance Premiums (other than provided that any amounts in respect of blanket policies shall include only that portion of Insurance Premiums allocated to the coverage provided for D&O Insurancethe Borrowers and the Sites) payable in the ensuing calendar month with respect to the Properties Sites hereunder (said funds, together with any interest thereon and additions thereto, the "IMPOSITIONS AND INSURANCE RESERVE"“Impositions and Insurance Reserve”). The initial amount In connection with the addition of any Additional Site or Additional Borrower Sites, the Borrowers shall deposit a sum of money sufficient (together with future monthly deposits) to make the payment of Impositions and Insurance Premiums with respect to the applicable Sites at least ten (10) Business Days prior to the date initially due, and deliver to Lender an Officer’s Certificate setting forth in reasonable detail the calculation of the monthly deposit required sums to be made to deposited into the Impositions and Insurance Reserve from and after with respect to the date hereof is **[$__________]**Sites to be added. The Borrowers shall also deposit with Lock Box Central Account Bank within ten (10) Business Days of the written demand by Lender, to be added to and included within such reservethe Impositions and Insurance 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 all Impositions and all Insurance Premiums (but, with respect to blanket policies, only that portion of the Insurance Premiums allocated to the coverage provided for the Borrowers and the Sites) at least ten (10) Business Days prior to the date initially due. The Borrowers shall provide Lender with bills or a statement of amounts in respect of Impositions and all Insurance Premiums due for the next calendar month which shall be accompanied by an Officer’s Certificate and such other documents necessary for as may be reasonably required to establish the payment of amounts required to be paid in the foregoing charges following calendar month at least thirty five (305) days Business 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 bills and other documents materials in a timely manner, and (iii) sufficient funds are held by Lender for the payment of the Impositions and Insurance Premiums relating to each of the PropertiesSites, as applicable, Lender shall at the Lender’s election, (x) pay said items or 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. The Imposition and Insurance Reserve shall be deposited into the Imposition and be added to the balance thereof Insurance Reserve Sub-Account and disbursed applied in accordance with the terms hereofCash Management Agreement.

Impositions and Insurance Reserve. On the Closing Date, the Borrowers Borrower shall deposit with Lock Box Account Bank **[$_________]** andLender (or such agent of Lender as Lender may designate in writing to Borrower from time to time), pursuant to the Cash Management Agreement, the Borrowers shall deposit monthly, on the due date of each Payment Date commencing on monthly installment under the Payment date in July 2004Note, 1/12th of the annual charges (as reasonably estimated by Lender) for all Impositions and relating to the Property, all premiums for the Environmental Insurance Premiums (Policies relating to the Property, if applicable, and, if requested by Lender, all other than for D&O Insurance) payable insurance premiums with respect to the Properties hereunder Property (said funds, together with any interest thereon and additions thereto, the "IMPOSITIONS AND INSURANCE RESERVE"). The initial amount of the monthly deposit to be made to the “Impositions and Insurance Reserve from and after the date hereof is **[$__________]**Reserve”). The Borrowers Borrower shall also deposit with Lock Box Account Bank within ten (10) Business Days of the written demand by LenderLender on demand, 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 at least ten thirty (1030) Business Days days prior to the date initially due. The Borrowers Borrower shall provide Lender with bills and all other documents necessary for the payment of the foregoing charges at least thirty (30) days prior to the date on which each payment shall first become subject to penalty or interest if not paiddelinquent. So long as (i) no Event of Default has occurred and is continuingoccurred, (ii) the Borrowers have Borrower has provided Lender with the foregoing bills and other documents in a timely manner, and (iii) sufficient funds are held by Lender for the payment of the Impositions and Insurance Premiums insurance premiums relating to each of the PropertiesProperty, as applicable, Lender shall pay said items or disburse to the Borrowers Borrower from such Reserve an amount sufficient to pay said items. Interest To the extent practicable, Lender and/or Servicer shall accrue in favor provide Borrower with evidence of the Borrowers on funds in payments from the Impositions and Insurance Reserve and be added to the balance thereof and disbursed in accordance with the terms hereofReserve.

Impositions and Insurance Reserve. On the Closing Date, the Borrowers Issuers shall deposit with Lock Box the Central Account Bank **[$_________]** 650,000 in the Impositions and Insurance Reserve Sub-Account and, pursuant to this Indenture and the Cash Management Agreement, the Borrowers Indenture Trustee shall deposit monthlyin the Impositions and Insurance Reserve Sub-Account, on each Payment Date commencing on the Payment date Date in July 2004September 15, 2009, 1/12th of the annual charges (as reasonably estimated by Lenderthe Servicer based on advice from the Manager) for all Impositions and all Insurance Premiums (other than provided that any amounts in respect of blanket policies shall include only that portion of Insurance Premiums allocated to the coverage provided for D&O Insurancethe Tower Sites) payable with respect to the Properties Tower Sites hereunder (said funds, together with any interest thereon and additions thereto, the "IMPOSITIONS AND INSURANCE RESERVE"“Impositions and Insurance Reserve”). The initial amount of the monthly deposit to be made to the Impositions and Insurance Reserve from and after the date hereof is **[$__________]**650,000. The Borrowers If at any time the Manager reasonably determines that the amount in the Impositions and Insurance Reserve Sub-Account shall also not be sufficient to pay the Impositions and Insurance Premiums when due, the Indenture Trustee shall increase the monthly deposits by the amount that the Manager estimates is sufficient to make up the deficiency and, in such instance, the Issuers shall deposit with Lock Box the Central Account Bank within ten (10) 10 Business Days of the a written demand by Lenderthe Indenture Trustee, to be added to and included within such reserveReserve, a sum of money which Lender reasonably estimatesthe Servicer has determined (in reliance on the Manager’s written request), together with such monthly deposits, will shall 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 Issuers and the Tower Sites) at least ten (10) 10 Business Days prior to the date initially due. The Borrowers Issuers shall provide Lender the Indenture Trustee (with copies delivered simultaneously to the Servicer) with bills or a statement of amounts due for the next calendar month which shall be accompanied by an Officer’s Certificate and all such other documents necessary for as may be reasonably required to establish the payment of amounts required to be paid in the foregoing charges following calendar month at least thirty (30) five 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 Issuers have provided Lender the Indenture Trustee and the Servicer with the foregoing bills and other documents materials in a timely manner, and (iii) sufficient funds are held by Lender the Indenture Trustee for the payment of the Impositions and Insurance Premiums relating to each of the PropertiesTower Sites, Lender shall as applicable, the Indenture Trustee shall, at the Manager’s election and written direction, with written notice simultaneously delivered to the Servicer, (x) pay said items or items, (y) disburse to the Borrowers Issuers or the Manager from such Reserve an amount sufficient to pay said items, or (z) reimburse the Issuers for items previously paid by the Issuers or the Manager, as applicable. Interest shall accrue in favor of the Borrowers Issuers on funds in the Impositions and Insurance Reserve and be added to the balance thereof and disbursed in accordance with the terms hereofReserve.

Impositions and Insurance Reserve. On the Closing Date, the Borrowers Initial Borrower shall deposit with Lock Box Central Account Bank **[$_________]** 3,428,518 and, pursuant to the Cash Management Agreement, the Borrowers shall deposit monthly, on each Payment Due Date commencing on the Payment date Date in July 2004January 2006, 1/12th the amount of the annual charges (as reasonably estimated by Lender) for all Impositions and all Insurance Premiums (other than provided that any amounts in respect of blanket policies shall include only that portion of Insurance Premiums allocated to the coverage provided for D&O Insurancethe Borrowers and the Sites) payable in the ensuing calendar month with respect to the Properties Sites hereunder (said funds, together with any interest thereon and additions thereto, the "IMPOSITIONS AND INSURANCE RESERVE"“Impositions and Insurance Reserve”). The initial amount In connection with the addition of any Additional Site or Additional Borrower Sites, the Borrowers shall deposit a sum of money sufficient (together with future monthly deposits) to make the payment of Impositions and Insurance Premiums with respect to the applicable Sites at least ten (10) Business Days prior to the date initially due, and deliver to Lender an Officer’s Certificate setting forth in reasonable detail the calculation of the monthly deposit required sums to be made to deposited into the Impositions and Insurance Reserve from and after with respect to the date hereof is **[$__________]**Sites to be added. The Borrowers shall also deposit with Lock Box Central Account Bank within ten (10) Business Days of the written demand by Lender, to be added to and included within such reservethe Impositions and Insurance 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 all Impositions and all Insurance Premiums (but, with respect to blanket policies, only that portion of the Insurance Premiums allocated to the coverage provided for the Borrowers and the Sites) at least ten (10) Business Days prior to the date initially due. The Borrowers shall provide Lender with bills or a statement of amounts in respect of Impositions and all Insurance Premiums due for the next calendar month which shall be accompanied by an Officer’s Certificate and such other documents necessary for as may be reasonably required to establish the payment of amounts required to be paid in the foregoing charges following calendar month at least thirty five (305) 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 bills and other documents materials in a timely manner, and (iii) sufficient funds are held by Lender for the payment of the Impositions and Insurance Premiums relating to each of the PropertiesSites, as applicable, Lender shall at the Borrowers’ election, (x) pay said items or 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. The Imposition and Insurance Reserve shall be deposited into the Imposition and be added to the balance thereof Insurance Reserve Sub-Account and disbursed applied in accordance with the terms hereofCash Management Agreement.

Impositions and Insurance Reserve. On the Closing Date, the Borrowers shall deposit with Lock Box Account Bank **[$_________]** 19,450,000 with respect to all of the Borrower's respective Properties and, pursuant to the Cash Management Agreement, the Borrowers shall deposit monthly, on each Payment Date commencing on the Payment date Date in July 2004April 2006, 1/12th one-twelfth (1/12th) of the annual charges (as reasonably estimated by Lender) for all Impositions and all Insurance Premiums (other than provided that any amounts in respect of blanket policies shall include only that portion of Insurance Premiums allocated to the coverage provided for D&O Insurancethe Borrowers and the Properties) payable with respect to all of the Borrower's respective Properties hereunder (said funds, together with any interest thereon and additions thereto, the "IMPOSITIONS AND INSURANCE RESERVEImpositions and Insurance Reserve"). The initial amount of the monthly deposit to be made to the Impositions and Insurance Reserve from and after the date hereof is **[$__________]**8,560,000. 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 all such other documents necessary for as may be reasonably required to establish the payment of amounts required to be paid in the foregoing charges following calendar month at least thirty five (305) 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 bills and other documents materials in a timely manner, and (iii) sufficient funds are held by Lender for the payment of the Impositions and Insurance Premiums relating to each of the Properties, as applicable, Lender shall at the Borrowers' election, (x) pay said items or 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 or disburse to the Borrowers amounts determined to be in excess of required deposits. Interest shall accrue in favor of the Borrowers on funds in the Impositions and Insurance Reserve and be added to the balance thereof and disbursed in accordance with the terms hereofReserve.

Impositions and Insurance Reserve. On the Closing Date, the Borrowers Issuers shall deposit with Lock Box the Collection Account Bank **[$_________]** 24,507,107 in the Impositions and Insurance Reserve Sub-Account and, pursuant to this Indenture and the Cash Management Agreement, the Borrowers Indenture Trustee shall deposit monthlydeposit, on each Payment Date commencing on the Payment date Date in July 20042005, 1/12th one-twelfth (1/12th) of the annual charges (as reasonably estimated by Lenderthe Servicer based on advice from the Manager) for all Impositions and all Insurance Premiums (other than provided that any amounts in respect of blanket policies shall include only that portion of Insurance Premiums allocated to the coverage provided for D&O Insurancethe Tower Sites) payable with respect to the Properties Tower Sites hereunder (said funds, together with any interest thereon and additions thereto, the "IMPOSITIONS AND INSURANCE RESERVE"“Impositions and Insurance Reserve”). The initial amount of the monthly deposit to be made to the Impositions and Insurance Reserve from and after the date hereof is **[$__________]**2,042,259. The Borrowers If at any time the Servicer (solely in reliance upon a written request received from the Manager) reasonably determines that the amount in the Impositions and Insurance Reserve Sub-Account will not be sufficient to pay the Impositions and Insurance Premiums when due, the Indenture Trustee shall also (at the direction of the Servicer) increase the monthly deposits by the amount that the Servicer has determined (in reliance on the Manager’s written request) is sufficient to make up the deficiency and, in such instance, the Issuers shall deposit with Lock Box the Collection Account Bank within ten (10) Business Days of the a written demand by LenderIndenture Trustee, to be added to and included within such reserveReserve, a sum of money which Lender reasonably estimatesthe Servicer has determined (in reliance on the Manager’s written request), 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 Asset Entities and the Tower Sites) at least ten (10) Business Days prior to the date initially due. The Borrowers Issuer Entity shall cause the Asset Entities to provide Lender the Indenture Trustee (with copies delivered simultaneously to the Servicer) with bills or a statement of amounts due for the next calendar month which shall be accompanied by an Officer’s Certificate and all such other documents necessary for as may be reasonably required to establish the payment of amounts required to be paid in the foregoing charges following calendar month at least thirty five (305) 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 Asset Entities have provided Lender the Indenture Trustee and the Servicer with the foregoing bills and other documents materials in a timely manner, and (iii) sufficient funds are held by Lender the Indenture Trustee for the payment of the Impositions and Insurance Premiums relating to each of the PropertiesTower Sites, Lender shall as applicable, the Indenture Trustee shall, at the Manager’s election and written direction, with written notice simultaneously delivered to the Servicer, (x) pay said items or items, (y) disburse to the Borrowers Asset Entities from such Reserve an amount sufficient to pay said items, or (z) reimburse the Asset Entities for items previously paid by the Asset Entities. Interest shall accrue in favor of the Borrowers Issuers on funds in the Impositions and Insurance Reserve and be added to the balance thereof and disbursed in accordance with the terms hereofReserve.

Impositions and Insurance Reserve. On the Initial Closing Date, the Borrowers Obligors shall deposit with Lock Box the Collection Account Bank **[$_________]** 10,000 for credit to the Impositions and Insurance Reserve Account and, pursuant to this Indenture and the Cash Management Agreement, the Borrowers shall Indenture Trustee shall, at the written direction of the Servicer, deposit monthly, from Collections available for such purpose under Article V on each Payment Date commencing Date, the amount required to be on deposit in the Payment date in July 2004, 1/12th of the annual charges (as reasonably estimated by Lender) for Impositions and Insurance Reserve Account which will be an amount equal to all Impositions and all Insurance Premiums that the Servicer reasonably estimates (other than based solely upon information provided by the Manager) (provided that any amounts in respect of blanket policies shall include only that portion of Insurance Premiums allocated to the coverage provided for D&O Insurancethe Wireless Site Assets) that will be payable with respect to the Properties hereunder Wireless Site Assets during the immediately succeeding Collection Period (said funds, together with any interest thereon and additions thereto, the "IMPOSITIONS AND INSURANCE RESERVE"“Impositions and Insurance Reserve”). The initial If at any time the Servicer (solely in reliance upon a written request received from the Manager) reasonably determines that the amount of the monthly deposit to be made to in the Impositions and Insurance Reserve from Account will not be sufficient to pay the Impositions and after Insurance Premiums when due, the date hereof Indenture Trustee shall (at the written direction of the Servicer) increase the monthly deposits by the amount that the Servicer has determined (in reliance on the Manager’s written request) is **[$__________]**. The Borrowers sufficient to make up the deficiency and, in such instance, the Issuers shall also deposit with Lock Box the Collection Account Bank within ten (10) Business Days of the a written demand by Lenderthe Indenture Trustee, for credit to be added to the Impositions and included within such reserveInsurance Reserve Account, a sum of money which Lender reasonably estimatesthe Servicer has determined (in reliance on the Manager’s written request), 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 Asset Entities and the Wireless Sites) at least ten (10) Business Days prior to the date initially due. The Borrowers shall Asset Entities will provide Lender the Indenture Trustee (with copies delivered simultaneously to the Servicer) at least one (1) Business Day prior to each Payment Date, copies of paid bills and all other documents necessary or statements for the payment of the foregoing charges at least thirty (30) days prior to the date on which each payment shall first become subject to penalty or interest if not paidCollection Period accompanied by an Officer’s Certificate. So long as (i) no Event of Default has occurred and is continuing, (ii) the Borrowers Obligors have provided Lender the Indenture Trustee and the Servicer with the foregoing bills and other documents materials in a timely manner, and (iii) sufficient funds are held by Lender the Indenture Trustee for the payment of the Impositions and Insurance Premiums relating to each of the PropertiesWireless Sites, Lender shall pay said items or disburse as applicable, the Indenture Trustee shall, at the Manager’s election and written direction, with written notice simultaneously delivered to the Borrowers Servicer, from such Reserve an amount sufficient to pay said items. Interest shall accrue in favor of the Borrowers on funds available in the Impositions and Insurance Reserve (x) pay the Imposition and be added Insurance Premiums directly, (y) disburse to the balance thereof Obligors an amount sufficient to pay the Imposition and disbursed in accordance with Insurance Premiums or (z) reimburse the terms hereofObligors for Impositions and Insurance Premiums previously paid by the Obligors.

Impositions and Insurance Reserve. On the Closing Date, the Borrowers shall deposit with Lock Box Account Bank **[Lender (or such agent of Lender as Lender may designate in writing to the Borrowers from time to time) $_________]** 4,083,300.04 and, pursuant to the Cash Management Agreement, the Borrowers shall deposit monthly, on the first day of each Payment Date calendar month commencing on the Payment date in July 2004with February 1, 2001, 1/12th of the annual charges (as reasonably estimated by Lender) for all Impositions and all and, to the extent such amounts are required to the escrowed hereunder as provided below, Insurance Premiums (other than for D&O Insurance) payable with respect to the Properties hereunder (said funds, together with any interest thereon and additions thereto, the "IMPOSITIONS AND INSURANCE RESERVEImpositions and Insurance Reserve"). The initial amount of the monthly deposit to be made to the Impositions and Insurance Reserve from and after the date hereof is **[$__________]**693,659.79. The Borrowers shall also deposit with Lock Box Account Bank within ten (10) Business Days of the written demand by LenderLender on demand, 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 at least ten thirty (1030) Business Days days prior to the date initially due. The Borrowers shall provide Lender with bills and all other documents necessary for the payment of the foregoing charges at least thirty (30) days prior to the date on which each payment shall first become subject to penalty or interest if not paiddue. So long as (i) no Event of Default has occurred and is continuing, (ii) the Borrowers have provided Lender with the foregoing bills and other documents in a timely manner, and (iii) sufficient funds are held by Lender for the payment of the Impositions and Insurance Premiums (if applicable) relating to each of the Properties, Lender shall pay said items or disburse to the Borrowers from such Reserve an amount amounts sufficient to pay said items. Interest shall accrue Notwithstanding the foregoing or anything to the contrary contained herein or in favor of the other Loan Documents, the Borrowers on funds shall not be required to deposit Insurance Premiums in the Impositions and Insurance Reserve unless and until (x) any Borrower fails to maintain any of the insurance coverage required under Section 5.4 hereof, (y) the Debt Service Coverage Ratio for the Properties for any twelve (12) month period shall fall below 1.25:1 or (z) any other Event of Default shall occur hereunder; whereupon the Borrowers shall immediately be added required to the balance thereof commence and disbursed continue to escrow Insurance Premiums in accordance with this Section 6.3 for the terms hereofremainder of the term of the Loan.