Common use of Negotiation of Additional Ground Lease Extensions Clause in Contracts

Negotiation of Additional Ground Lease Extensions. (i) Tower Operator shall use commercially reasonable efforts, consistent with its normal course of business for ground leased tower sites where Tower Operator or its Affiliate are the direct lessees under the ground lease, to negotiate and obtain, in accordance with the standards set forth in Section 2(d), the further extension of the term of all Ground Leases subject to the provisions of Section 4(b) and this Section 4(d). Each AT&T Lessor, if requested by Tower Operator, shall use commercially reasonable efforts to assist Tower Operator in obtaining such further extensions (and not interfere with Tower Operator); provided, however, that such AT&T Lessor shall not be required to expend any funds in connection therewith or accept any liability for which Tower Operator is responsible under this Agreement. Beginning on the date that is seven (7) years prior to such expiration, Tower Operator will reasonably apprise the applicable AT&T Lessor or AT&T Ground Lease Party, on the applicable AT&T Lessor’s or AT&T Ground Lease Party’s request from time to time (but no more frequently than two (2) times per year), of the progress of Tower Operator’s negotiations with the applicable Ground Lessor. Tower Operator shall be fully responsible for any Tower Operator Negotiated Increased Revenue Sharing Payments. Tower Operator shall have the exclusive right to negotiate with Ground Lessors and obtain the further extension of the term of all Ground Leases at all times until the date that is two (2) years before the expiration date of the applicable Ground Lease (or until the date that is six (6) months prior to the expiration date of the applicable Ground Lease in the case of a Ground Lease the Ground Lessor in respect of which is a Governmental Authority). If the applicable Ground Lease contains a right of first offer, right of first refusal or similar provision in favor of the lessee thereunder, Tower Operator shall have the exclusive right to exercise the rights under such provision; provided, however, that if Tower Operator fails to exercise its rights under such provision, the applicable AT&T Lessor or its Affiliate shall be entitled to exercise the lessee’s rights thereunder and Tower Operator shall do all things reasonably necessary to facilitate such exercise. In furtherance of the foregoing, the applicable AT&T Lessor shall do all things reasonably necessary to facilitate the exercise of any right of first offer, right of first refusal or similar provision by Tower Operator, and Tower Operator shall use commercially reasonable efforts to coordinate its exercise or non-exercise of any right of first offer, right of first refusal or similar provision with the applicable AT&T Lessor or its Affiliate so as to permit such AT&T Lessor or Affiliate to timely exercise any such right in the event Tower Operator declines to do so. (ii) Tower Operator shall provide AT&T Lessors with (A) a quarterly summary of all Tower Operator Negotiated Renewals entered into for such given quarter, (B) promptly upon execution thereof, a copy of any Tower Operator Negotiated Renewal or any other document executed by Tower Operator as attorney for any AT&T Lessor or any AT&T Ground Lease Party pursuant to a power of attorney granted pursuant to or as contemplated by Section 4(b), which may be provided in electronic form and (C) all related material documents executed in connection with any Tower Operator Negotiated Renewal as may be reasonably requested by any AT&T Lessor (except privileged or confidential documents or where such disclosure is prohibited by Law). (iii) Tower Operator shall provide the applicable AT&T Lessor or AT&T Ground Lease Party with notice (a “Tower Operator Extension or Relocation Notice”) no later than two (2) years before the expiration of any Ground Lease which does not include provisions of renewal beyond the scheduled expiration date (other than with respect to any such Ground Lease that is scheduled to expire within two (2) years following the Effective Date). The Tower Operator Extension or Relocation Notice shall set forth (A) Tower Operator’s intent to negotiate an extension or renewal of such Ground Lease (in which case Tower Operator shall provide subsequent notification of the progress of such negotiations, including the successful completion of the negotiations) or (B) Tower Operator’s intent to pursue an alternative site that is in all material respects suitable for AT&T Collocator’s use at no additional cost to AT&T Collocator (in which case such notice shall also describe Tower Operator’s plans to relocate AT&T Communications Equipment in a manner that shall result in no costs to AT&T Collocator and no interruption of AT&T Collocator’s business). (iv) If Tower Operator fails to timely deliver a Tower Operator Extension or Relocation Notice or AT&T Collocator, in its reasonable discretion, determines that Tower Operator’s plans for an alternative site are not acceptable, the applicable AT&T Lessor or its Affiliate shall have the right, but not the obligation, to commence negotiations with the applicable Ground Lessor under the expiring Ground Lease; provided, however, that such AT&T Lessor (and its Affiliates) may not commence such negotiations until the date that is two (2) years before the expiration date of the applicable Ground Lease (or until the date that is six (6) months prior to the expiration date of the applicable Ground Lease in the case of a Ground Lease the Ground Lessor in respect of which is a Governmental Authority) and shall act in good faith to not purposely adversely affect Tower Operator’s economic interests in the applicable Site at any time; provided, further, that such AT&T Lessor or its Affiliate must negotiate any extension on commercially reasonable terms. Upon notice from the applicable AT&T Lessor that it intends to commence such negotiations, Tower Operator shall cease all efforts to negotiate an extension or renewal of the applicable Ground Lease and such AT&T Lessor or its Affiliate may negotiate an extension or renewal of the applicable Ground Lease on commercially reasonable terms. If the applicable AT&T Lessor or its Affiliate completes the foregoing negotiations for, and executes, such Ground Lease extension or renewal, then such AT&T Lessor shall provide notice to Tower Operator of same (the “AT&T Lessor Extension Notice”) and this Agreement shall terminate as to the applicable Site as of the day immediately preceding the commencement of such Ground Lease extension or renewal and shall have no further force and effect except for the obligations accruing prior to or as of the termination date for such Site, unless the applicable AT&T Lessor or its Affiliate elects to compel Tower Operator to, or Tower Operator notifies such AT&T Lessor or its Affiliate within 30 days of its receipt of the AT&T Lessor Extension Notice that it elects to, resume Tower Operator’s obligations under Section 4(a) and the MPL Site MLA to comply with all terms, covenants, conditions and provisions of such Ground Lease as if Tower Operator were the “ground lessee” under such Ground Lease by notifying such AT&T Lessor of same; provided that the applicable AT&T Lessor or AT&T Ground Lease Party may compel Tower Operator to resume its obligations only if the terms of such Ground Lease comply with the standards set forth on Schedule 5(d). If the applicable AT&T Lessor or AT&T Ground Lease Party elects to compel or if Tower Operator elects to resume its obligations under Section 4(a) and the MPL Site MLA, then (x) Tower Operator shall reimburse the applicable AT&T Lessor or its Affiliate for all reasonable costs incurred in connection with the extension or renewal of such Ground Lease and shall be responsible for all incremental costs relating to such Ground Lease going forward, (y) Tower Operator shall accept and comply with the terms of such Ground Lease as negotiated by such AT&T Lessor or its Affiliate and (z) this Agreement shall continue in full force and effect with respect to such Site as if such extension or renewal was a Tower Operator Negotiated Renewal. (v) The failure of Tower Operator to provide a Tower Operator Extension or Relocation Notice shall not constitute an event of default or allow any AT&T Lessor or any AT&T Ground Lease Party to exercise remedies under this Agreement if the expiring Ground Lease is nevertheless extended or renewed, or a new Ground Lease or similar arrangement is entered into, prior to the Ground Lease’s expiration. (vi) If Tower Operator does not extend or otherwise secure the tenure of a Ground Lease in accordance with this Section 4(d), then this Agreement shall expire as to the Site to which such Ground Lease applies (but not with respect to any other Site) as of the day before the expiration date of the applicable Ground Lease and this Agreement shall have no further force and effect as to such Site except for the obligations accruing prior to or as of the expiration date that are then unperformed (including, without limitation, in Section 9).

Negotiation of Additional Ground Lease Extensions. (i) Tower Operator shall use commercially reasonable efforts, consistent with its normal course of business for ground leased tower sites where Tower Operator or its Affiliate are the direct lessees under the ground lease, to negotiate and obtain, in accordance with the standards set forth in Section 2(d2(f), the further extension of the term of all Ground Leases subject to the provisions of Section 4(b5(b) and this Section 4(d5(d). Each AT&T LessorCollocator, if requested by Tower Operator, shall use commercially reasonable efforts to assist Tower Operator in obtaining such further extensions (and not interfere with Tower Operator)) in obtaining such further extensions; provided, however, that such AT&T Lessor Collocator shall not be required to expend any funds in connection therewith or accept any liability for which Tower Operator is responsible under this Agreement. Beginning on the date that is seven (7) years prior to such expiration, Tower Operator will reasonably apprise the applicable AT&T Lessor or AT&T Ground Lease PartyCollocator, on the applicable AT&T Lessor’s or AT&T Ground Lease PartyCollocator’s request from time to time (but no more frequently than two (2) times per year), of the progress of Tower Operator’s negotiations with the applicable Ground Lessor. Tower Operator shall be fully responsible for any Tower Operator Negotiated Increased Revenue Sharing Payments. Tower Operator shall have the exclusive right to negotiate with Ground Lessors and obtain the further extension of the term of all Ground Leases at all times until the date that is two (2) years before the expiration date of the applicable Ground Lease (or until the date that is six (6) months prior to the expiration date of the applicable Ground Lease in the case of a Ground Lease the Ground Lessor in respect of which is a Governmental Authority). If the applicable Ground Lease contains a right of first offer, right of first refusal or similar provision in favor of the lessee thereunder, Tower Operator shall have the exclusive right to exercise the rights under such provision; provided, however, that if Tower Operator fails to exercise its rights under such provision, the applicable AT&T Lessor or its Affiliate shall be entitled to exercise the lessee’s rights thereunder and Tower Operator shall do all things reasonably necessary to facilitate such exercise. In furtherance of the foregoing, the applicable AT&T Lessor shall do all things reasonably necessary to facilitate the exercise of any right of first offer, right of first refusal or similar provision by Tower Operator, and Tower Operator shall use commercially reasonable efforts to coordinate its exercise or non-exercise of any right of first offer, right of first refusal or similar provision with the applicable AT&T Lessor or its Affiliate so as to permit such AT&T Lessor or Affiliate to timely exercise any such right in the event Tower Operator declines to do so. (ii) Tower Operator shall provide AT&T Lessors with (A) a quarterly summary of all Tower Operator Negotiated Renewals entered into for such given quarter, (B) promptly upon execution thereof, a copy of any Tower Operator Negotiated Renewal or any other document executed by Tower Operator as attorney for any AT&T Lessor or any AT&T Ground Lease Party pursuant to a power of attorney granted pursuant to or as contemplated by Section 4(b), which may be provided in electronic form and (C) all related material documents executed in connection with any Tower Operator Negotiated Renewal as may be reasonably requested by any AT&T Lessor (except privileged or confidential documents or where such disclosure is prohibited by Law). (iii) Tower Operator shall provide the applicable AT&T Lessor or AT&T Ground Lease Party Collocator with notice (a “Tower Operator Extension or Relocation Notice”) no later than two (2) years before the expiration of any Ground Lease which does not include provisions of renewal beyond the scheduled expiration date (other than with respect to any such Ground Lease that is scheduled to expire within two (2) years following the Effective Date). The Tower Operator Extension or Relocation Notice shall set forth (A) Tower Operator’s intent to negotiate an extension or renewal of such Ground Lease (in which case Tower Operator shall provide subsequent notification of the progress of such negotiations, including the successful completion of the negotiations) or (B) Tower Operator’s intent to pursue an alternative site that is in all material respects suitable for AT&T Collocator’s use at no additional cost to AT&T Collocator (in which case such notice shall also describe Tower Operator’s plans to relocate AT&T Communications Equipment in a manner that shall result in no costs to AT&T Collocator and no interruption of AT&T Collocator’s business). In the event Tower Operator elects to pursue an alternative site, and such alternative site is satisfactory to AT&T Collocator, in its reasonable and good faith determination, AT&T Collocator shall enter into a lease or sublease agreement with Tower Operator with respect to such alternative site, on substantially the same terms as set forth in this Agreement, and the AT&T Communications Equipment shall be relocated to such alternative site, at Tower Operator’s cost and expense. (iviii) If Tower Operator fails to timely deliver a Tower Operator Extension or Relocation Notice or AT&T Collocator, in its reasonable discretion, determines that Tower Operator’s plans for an alternative site are not acceptable, the applicable AT&T Lessor or its Affiliate shall have the right, but not the obligation, to commence negotiations with the applicable Ground Lessor under the expiring Ground Lease; provided, however, that such AT&T Lessor (and its Affiliates) may not commence such negotiations until the date that is two (2) years before the expiration date of the applicable Ground Lease (or until the date that is six (6) months prior to the expiration date of the applicable Ground Lease in the case of a Ground Lease the Ground Lessor in respect of which is a Governmental Authority) and shall act in good faith to not purposely adversely affect Tower Operator’s economic interests in the applicable Site at any time; provided, further, that such AT&T Lessor or its Affiliate must negotiate any extension on commercially reasonable terms. Upon notice from the applicable AT&T Lessor that it intends to commence such negotiations, Tower Operator shall cease all efforts to negotiate an extension or renewal of the applicable Ground Lease and such AT&T Lessor or its Affiliate may negotiate an extension or renewal of the applicable Ground Lease on commercially reasonable terms. If the applicable AT&T Lessor or its Affiliate completes the foregoing negotiations for, and executes, such Ground Lease extension or renewal, then such AT&T Lessor shall provide notice to Tower Operator of same (the “AT&T Lessor Extension Notice”) and this Agreement the MPL shall terminate as to the applicable Site as of the day immediately preceding the commencement of such Ground Lease extension or renewal and shall have no further force and effect except for the obligations accruing prior to or as of the termination date for such Site, unless the applicable AT&T Lessor or its Affiliate elects to compel Tower Operator to, or Tower Operator notifies such AT&T Lessor or its Affiliate within 30 days of its receipt of the AT&T Lessor Extension Notice that it elects to, resume Tower Operator’s obligations under Section 4(a) and the MPL Site MLA and Section 5(a) to comply with all terms, covenants, conditions and provisions of such Ground Lease as if Tower Operator were the “ground lessee” under such Ground Lease by notifying such AT&T Lessor of same; provided that the applicable AT&T Lessor or AT&T Ground Lease Party may compel Tower Operator to resume its obligations only if the terms of such Ground Lease comply with the standards set forth on Schedule 5(d). If the applicable AT&T Lessor or AT&T Ground Lease Party elects to compel or if Tower Operator elects to resume its obligations under Section 4(a) and the MPL Site MLAand Section 5(a), then (x) Tower Operator shall reimburse the applicable AT&T Lessor or its Affiliate for all reasonable costs incurred in connection with the extension or renewal of such Ground Lease and shall be responsible for all incremental costs relating to such Ground Lease going forward, (y) Tower Operator shall accept and comply with the terms of such Ground Lease as negotiated by such AT&T Lessor or its Affiliate and (z) this Agreement the MPL shall continue in full force and effect with respect to such Site as if such extension or renewal was a Tower Operator Negotiated Renewal. (viv) The failure of Tower Operator to provide a Tower Operator Extension or Relocation Notice shall not constitute an event of default or allow any AT&T Lessor or any AT&T Ground Lease Party Collocator to exercise remedies under this Agreement if the expiring Ground Lease is nevertheless extended or renewed, or a new Ground Lease or similar arrangement is entered into, prior to the Ground Lease’s expiration. (viv) If Tower Operator does not extend or otherwise secure the tenure of a Ground Lease in accordance with this Section 4(d), then expires before the MPL or this Agreement shall expire as to the Site to which such Ground Lease applies (but not expires or terminates with respect to any other Site) Site as of the day before the expiration date of the applicable Ground Lease and provided herein, then this Agreement shall have no further force and effect as to the AT&T Collocation Space within such Site except for the obligations accruing prior to or as of the expiration or termination date for such Site that are then unperformed (including, without limitation, in Section 9)unperformed.

Negotiation of Additional Ground Lease Extensions. (i) Tower Operator shall use commercially reasonable efforts, consistent with its normal course of business for ground leased tower sites where Tower Operator or its Affiliate are the direct lessees under the ground lease, to negotiate and obtain, in accordance with the standards set forth in Section 2(d), the further extension of the term of all Ground Leases subject to the provisions of Section 4(b) and this Section 4(d). Each AT&T . (A) A Verizon Lessor, if requested by Tower Operator, shall use commercially reasonable efforts to assist Tower Operator in obtaining such further extensions (and not interfere with Tower Operator)) in obtaining such further extensions; provided, however, that such AT&T the Verizon Lessor shall not be required to expend any funds in connection therewith or accept any liability liability, unless this Agreement provides the that Verizon Lessor is expressly responsible for which Tower Operator is responsible under this Agreement. such payment or liability. (B) Beginning on the date that is seven (7) years prior to such expiration, Tower Operator will reasonably apprise the applicable AT&T relevant Verizon Lessor or AT&T Verizon Ground Lease Party, on the applicable AT&T relevant Verizon Lessor’s or AT&T Verizon Ground Lease Party’s request from time to time (but no more frequently than two (2) times per year), of the progress of Tower Operator’s negotiations with the applicable Ground Lessor. Tower Operator shall be fully responsible for any Tower Operator Negotiated Increased Revenue Sharing PaymentsPayments and any other increased costs of any Ground Lease arising out of a Tower Operator Negotiated Renewal and shall remain liable for such costs notwithstanding any termination of this Agreement with respect to any affected Site. Tower Operator shall have the exclusive right to negotiate with Ground Lessors and obtain the further extension of the term of all Ground Leases at all times until the date that is two (2) years before the expiration date of the applicable Ground Lease (or until the date that is six (6) months prior to the expiration date of the applicable Ground Lease in the case of a Ground Lease the Ground Lessor in respect of which is a Governmental Authority). Notwithstanding anything to the contrary contained herein, in no event shall the Verizon Lessor rights to assume negotiations apply to any Site for which the Ground Lease is set to expire within three years after the Effective Date, but instead with respect to any such Site, from and after the expiration date of the Ground Lease to the date upon which a renewal becomes effective, the Verizon Lessor will have the right to collaborate with the Tower Operator in order to obtain an extension of the term of the Ground Lease. (C) If the applicable Ground Lease contains a right of first offer, right of first refusal or similar provision in favor of the lessee thereunder, Tower Operator shall have the exclusive right to exercise the rights under such provision; provided, however, that if Tower Operator fails to exercise its rights under such provision, provision and provide evidence of such exercise to the applicable AT&T Verizon Lessor at least 30 days before such right is to expire, then the applicable Verizon Lessor or its Affiliate shall be entitled to exercise the lessee’s rights thereunder and Tower Operator shall do all things reasonably necessary to facilitate such exercise. If Tower Operator exercises such right but either (i) elects not to exercise the Purchase Option for such Site, or (ii) this Agreement otherwise terminates with respect to such Site, then at the relevant Verizon Lessor’s option, Tower Operator must sell its rights in the Ground Lease to the Verizon Lessor at Tower Operator’s cost and expense. (D) In furtherance of the foregoingforegoing obligations under this Section 4(d)(i), the applicable AT&T Verizon Lessor shall do all things reasonably necessary to facilitate the exercise of any right of first offer, right of first refusal or similar provision by Tower Operator at Tower Operator’s cost and expense, and Tower Operator shall use commercially reasonable efforts to coordinate its exercise or non-exercise of any right of first offer, right of first refusal or similar provision with the applicable AT&T Verizon Lessor or its Affiliate so as to permit such AT&T Verizon Lessor or Affiliate to timely exercise any such right in the event Tower Operator declines to do so. (ii) Tower Operator shall provide AT&T the Verizon Lessors with (A) a quarterly summary of all Tower Operator Negotiated Renewals entered into for such given quarter, (B) promptly upon execution thereof, a copy of any Tower Operator Negotiated Renewal or any other document executed by Tower Operator as attorney for any AT&T Verizon Lessor or any AT&T Verizon Ground Lease Party pursuant to a power of attorney granted pursuant to or as contemplated by Section 4(b), which may be provided in electronic form and (C) all related material documents executed in connection with any Tower Operator Negotiated Renewal as may be reasonably requested by any AT&T Verizon Lessor (except privileged or confidential documents or where such disclosure is prohibited by Law)) executed as attorney-in-fact for Verizon. (iii) Tower Operator shall provide the applicable AT&T Verizon Lessor or AT&T Verizon Ground Lease Party with notice (a “Tower Operator Extension or Relocation Notice”) no later than two (2) three years before the expiration of any Ground Lease which does not include provisions of renewal beyond the scheduled expiration date (other than with respect to any such Ground Lease that is scheduled to expire within two (2) four years following the Effective Date). The Tower Operator Extension or Relocation Notice shall set forth (A) Tower Operator’s intent to negotiate an extension or renewal of such Ground Lease (in which case Tower Operator shall provide subsequent notification of the progress of such negotiations, including the successful completion of the negotiations) or (B) Tower Operator’s intent to pursue an alternative site that is in all material respects suitable for AT&T the relevant Verizon Collocator’s use at no additional cost to AT&T the Verizon Collocator (in which case such notice shall also describe Tower Operator’s plans to relocate AT&T Verizon Communications Equipment in a manner that shall result in no costs to AT&T the Verizon Collocator and no interruption of AT&T the Verizon Collocator’s business). (iv) . If the Verizon Collocator approves the alternative site and the leasing and relocation arrangements, such alternative site will replace the prior Site as a leased Site under the Master Lease Agreement. Upon any termination of a Ground Lease with respect to a Site, if Tower Operator fails failed to timely deliver a perform the foregoing obligations set forth in this Section 4(d)(iii) or the obligations set forth in Section 4(d)(i) with respect to that Site, such failure will then automatically be an event of default by Tower Operator under this Agreement with respect to such Site, regardless of whether any Tower Operator Extension or Relocation Notice or AT&T Collocator, in its reasonable discretion, determines that Tower Operator’s plans for an alternative site are not acceptable, the applicable AT&T Lessor or its Affiliate shall have the right, but not the obligation, to commence negotiations with the applicable Ground Lessor under the expiring Ground Lease; provided, however, that such AT&T Lessor (and its Affiliates) may not commence such negotiations until the date that is two (2) years before the expiration date of the applicable Ground Lease (or until the date that is six (6) months prior to the expiration date of the applicable Ground Lease in the case of a Ground Lease the Ground Lessor in respect of which is a Governmental Authority) and shall act in good faith to not purposely adversely affect Tower Operator’s economic interests in the applicable Site at any time; provided, further, that such AT&T Lessor or its Affiliate must negotiate any extension on commercially reasonable terms. Upon notice from the applicable AT&T Lessor that it intends to commence such negotiations, Tower Operator shall cease all efforts to negotiate an extension or renewal of the applicable Ground Lease and such AT&T Lessor or its Affiliate may negotiate an extension or renewal of the applicable Ground Lease on commercially reasonable terms. If the applicable AT&T Lessor or its Affiliate completes the foregoing negotiations for, and executes, such Ground Lease extension or renewal, then such AT&T Lessor shall provide notice to Tower Operator of same (the “AT&T Lessor Extension Notice”) and this Agreement shall terminate as to the applicable Site as of the day immediately preceding the commencement of such Ground Lease extension or renewal and shall have no further force and effect except for the obligations accruing prior to or as of the termination date for such Site, unless the applicable AT&T Lessor or its Affiliate elects to compel Tower Operator to, or Tower Operator notifies such AT&T Lessor or its Affiliate within 30 days of its receipt of the AT&T Lessor Extension Notice that it elects to, resume Tower Operator’s obligations under Section 4(a) and the MPL Site MLA to comply with all terms, covenants, conditions and provisions of such Ground Lease as if Tower Operator were the “ground lessee” under such Ground Lease by notifying such AT&T Lessor of same; provided that the applicable AT&T Lessor or AT&T Ground Lease Party may compel Tower Operator to resume its obligations only if the terms of such Ground Lease comply with the standards set forth on Schedule 5(d). If the applicable AT&T Lessor or AT&T Ground Lease Party elects to compel or if Tower Operator elects to resume its obligations under Section 4(a) and the MPL Site MLA, then (x) Tower Operator shall reimburse the applicable AT&T Lessor or its Affiliate for all reasonable costs incurred in connection with the extension or renewal of such Ground Lease and shall be responsible for all incremental costs relating to such Ground Lease going forward, (y) Tower Operator shall accept and comply with the terms of such Ground Lease as negotiated by such AT&T Lessor or its Affiliate and (z) this Agreement shall continue in full force and effect with respect to such Site as if such extension or renewal was a Tower Operator Negotiated Renewalsent. (v) The failure of Tower Operator to provide a Tower Operator Extension or Relocation Notice shall not constitute an event of default or allow any AT&T Lessor or any AT&T Ground Lease Party to exercise remedies under this Agreement if the expiring Ground Lease is nevertheless extended or renewed, or a new Ground Lease or similar arrangement is entered into, prior to the Ground Lease’s expiration. (vi) If Tower Operator does not extend or otherwise secure the tenure of a Ground Lease in accordance with this Section 4(d), then this Agreement shall expire as to the Site to which such Ground Lease applies (but not with respect to any other Site) as of the day before the expiration date of the applicable Ground Lease and this Agreement shall have no further force and effect as to such Site except for the obligations accruing prior to or as of the expiration date that are then unperformed (including, without limitation, in Section 9).

Negotiation of Additional Ground Lease Extensions. (i) Tower Operator shall use commercially reasonable efforts, consistent with its normal course of business for renewing ground leased tower sites where Tower Operator or its Affiliate are the direct lessees under the ground leaseleases, to negotiate and obtain, in accordance with the standards set forth in Section 2(d2(f), the further extension of the term of all Ground Leases subject to the provisions of Section 4(b5(b) and this Section 4(d5(c). Each AT&T Lessor. (A) A Verizon Collocator, if requested by Tower Operator, shall use commercially reasonable efforts to assist Tower Operator in obtaining such further extensions (and not interfere with Tower Operator)) in obtaining such further extensions; provided, however, that such AT&T Lessor the Verizon Collocator shall not be required to expend any funds in connection therewith or accept any liability liability, unless this Agreement provides that the Verizon Collocator is expressly responsible for which Tower Operator is responsible under this Agreement. Beginning on the date that is seven such payment or liability. (7B) years prior to such expiration, Tower Operator will reasonably apprise the applicable AT&T Lessor or AT&T Ground Lease Party, on the applicable AT&T Lessor’s or AT&T Ground Lease Party’s request from time to time (but no more frequently than two (2) times per year), of the progress of Tower Operator’s negotiations with the applicable Ground Lessor. Tower Operator shall be fully responsible for any Tower Operator Negotiated Increased Revenue Sharing Payments. Tower Operator shall have the exclusive right to negotiate with Ground Lessors Payments and obtain the further extension any other increased costs of the term of all Ground Leases at all times until the date that is two (2) years before the expiration date of the applicable any Ground Lease (or until the date that is six (6) months prior to the expiration date of the applicable Ground Lease in the case arising out of a Ground Lease the Ground Lessor in respect of which is a Governmental Authority). If the applicable Ground Lease contains a right of first offer, right of first refusal or similar provision in favor of the lessee thereunder, Tower Operator renewal and shall have the exclusive right to exercise the rights under remain liable for such provision; provided, however, that if Tower Operator fails to exercise its rights under such provision, the applicable AT&T Lessor or its Affiliate shall be entitled to exercise the lessee’s rights thereunder and Tower Operator shall do all things reasonably necessary to facilitate such exercise. In furtherance of the foregoing, the applicable AT&T Lessor shall do all things reasonably necessary to facilitate the exercise of any right of first offer, right of first refusal or similar provision by Tower Operator, and Tower Operator shall use commercially reasonable efforts to coordinate its exercise or non-exercise of any right of first offer, right of first refusal or similar provision with the applicable AT&T Lessor or its Affiliate so as to permit such AT&T Lessor or Affiliate to timely exercise any such right in the event Tower Operator declines to do socosts. (ii) Tower Operator shall provide AT&T Lessors with (A) a quarterly summary of all Tower Operator Negotiated Renewals entered into for such given quarter, (B) promptly upon execution thereof, a copy of any Tower Operator Negotiated Renewal or any other document executed by Tower Operator as attorney for any AT&T Lessor or any AT&T Ground Lease Party pursuant to a power of attorney granted pursuant to or as contemplated by Section 4(b), which may be provided in electronic form and (C) all related material documents executed in connection with any Tower Operator Negotiated Renewal as may be reasonably requested by any AT&T Lessor (except privileged or confidential documents or where such disclosure is prohibited by Law). (iii) Tower Operator shall provide the applicable AT&T Lessor or AT&T Ground Lease Party relevant Verizon Collocator with notice (a “Tower Operator Extension or Relocation Notice”) no later than two (2) three years before the expiration of any Ground Lease which does not include provisions of renewal beyond the scheduled expiration date (other than with respect to any such Ground Lease that is scheduled to expire within two (2) four years following the Effective Date). The Tower Operator Extension or Relocation Notice shall set forth (A) Tower Operator’s intent to negotiate an extension or renewal of such Ground Lease (in which case Tower Operator shall provide subsequent notification of the progress of such negotiations, including the successful completion of the negotiations) or (B) Tower Operator’s intent to pursue an alternative site that is in all material respects suitable for AT&T the relevant Verizon Collocator’s use at no additional cost to AT&T the Verizon Collocator (in which case such notice shall also describe Tower Operator’s plans to relocate AT&T Verizon Communications Equipment in a manner that shall result in no costs to AT&T the Verizon Collocator and no interruption of AT&T the Verizon Collocator’s business). (iv) . If the relevant Verizon Collocator approves the alternative site and the leasing and relocation arrangements, such alternative site will replace the prior Site as a leased Site under this Agreement. Upon any termination of a Ground Lease with respect to a Site, if Tower Operator fails failed to timely deliver a perform the foregoing obligations set forth in this Section 5(c)(ii) or the obligations set forth in Section 5(c)(i) with respect to that Site, such failure will then automatically be an event of default by Tower Operator under this Agreement with respect to such Site, regardless of whether any Tower Operator Extension or Relocation Notice or AT&T Collocator, in its reasonable discretion, determines that Tower Operator’s plans for an alternative site are not acceptable, was sent. In the applicable AT&T Lessor or its Affiliate shall have the right, but not the obligation, to commence negotiations with the applicable Ground Lessor under the expiring Ground Lease; provided, however, that such AT&T Lessor (and its Affiliates) may not commence such negotiations until the date that is two (2) years before the expiration date of the applicable Ground Lease (or until the date that is six (6) months prior to the expiration date of the applicable Ground Lease in the case of a Ground Lease the Ground Lessor in respect of which is a Governmental Authority) and shall act in good faith to not purposely adversely affect Tower Operator’s economic interests in the applicable Site at any time; provided, further, that such AT&T Lessor or its Affiliate must negotiate any extension on commercially reasonable terms. Upon notice from the applicable AT&T Lessor that it intends to commence such negotiations, Tower Operator shall cease all efforts to negotiate an extension or renewal of the applicable Ground Lease and such AT&T Lessor or its Affiliate may negotiate an extension or renewal of the applicable Ground Lease on commercially reasonable terms. If the applicable AT&T Lessor or its Affiliate completes the foregoing negotiations for, and executes, such Ground Lease extension or renewal, then such AT&T Lessor shall provide notice to Tower Operator of same (the “AT&T Lessor Extension Notice”) and this Agreement shall terminate as to the applicable Site as of the day immediately preceding the commencement of such Ground Lease extension or renewal and shall have no further force and effect except for the obligations accruing prior to or as of the termination date for such Site, unless the applicable AT&T Lessor or its Affiliate elects to compel Tower Operator to, or Tower Operator notifies such AT&T Lessor or its Affiliate within 30 days of its receipt of the AT&T Lessor Extension Notice that it elects to, resume Tower Operator’s obligations under Section 4(a) and the MPL Site MLA to comply with all terms, covenants, conditions and provisions of such Ground Lease as if Tower Operator were the “ground lessee” under such Ground Lease by notifying such AT&T Lessor of same; provided that the applicable AT&T Lessor or AT&T Ground Lease Party may compel Tower Operator to resume its obligations only if the terms of such Ground Lease comply with the standards set forth on Schedule 5(d). If the applicable AT&T Lessor or AT&T Ground Lease Party elects to compel or if event Tower Operator elects to resume pursue an alternative site, such alternative site must be at least as favorable to the relevant Verizon Collocator as the old Site in terms of the amount of ground space, the size and height of the Horizontal Zone, and operability as part of the Verizon Collocator’s communications network, and such alternative site must be satisfactory to the Verizon Collocator in its obligations under Section 4(a) good faith and reasonable discretion. If acceptable to the MPL Site MLAVerizon Collocator, then (x) the Verizon Collocator shall enter into a lease or sublease agreement with Tower Operator shall reimburse the applicable AT&T Lessor or its Affiliate for all reasonable costs incurred in connection with the extension or renewal of such Ground Lease and shall be responsible for all incremental costs relating to such Ground Lease going forward, (y) Tower Operator shall accept and comply with the terms of such Ground Lease as negotiated by such AT&T Lessor or its Affiliate and (z) this Agreement shall continue in full force and effect with respect to such Site alternative site, on substantially the same terms as if such extension or renewal was a Tower Operator Negotiated Renewal. (v) The failure of Tower Operator to provide a Tower Operator Extension or Relocation Notice set forth in this Agreement, and the Verizon Communications Equipment shall not constitute an event of default or allow any AT&T Lessor or any AT&T Ground Lease Party to exercise remedies under this Agreement if the expiring Ground Lease is nevertheless extended or renewed, or a new Ground Lease or similar arrangement is entered into, prior to the Ground Lease’s expiration. (vi) If Tower Operator does not extend or otherwise secure the tenure of a Ground Lease in accordance with this Section 4(d), then this Agreement shall expire as to the Site to which such Ground Lease applies (but not with respect to any other Site) as of the day before the expiration date of the applicable Ground Lease and this Agreement shall have no further force and effect as be relocated to such Site except for the obligations accruing prior to or as of the expiration date that are then unperformed (includingalternative site, without limitation, in Section 9)at Tower Operator’s cost and expense.

Negotiation of Additional Ground Lease Extensions. (i) Tower Operator shall use commercially reasonable efforts, consistent with its normal course of business for ground leased tower sites where Tower Operator or its Affiliate are the direct lessees under the ground lease, to negotiate and obtain, in accordance with the standards set forth in Section 2(d2(f), the further extension of the term of all Ground Leases subject to the provisions of Section 4(b5(b) and this Section 4(d5(d). Each AT&T Lessor. (A) A Verizon Collocator, if requested by Tower Operator, shall use commercially reasonable efforts to assist Tower Operator in obtaining such further extensions (and not interfere with Tower Operator)) in obtaining such further extensions; provided, however, that such AT&T Lessor the Verizon Collocator shall not be required to expend any funds in connection therewith or accept any liability liability, unless this Agreement provides that the Verizon Collocator is expressly responsible for which Tower Operator is responsible under this Agreement. such payment or liability. (B) Beginning on the date that is seven (7) years prior to such expiration, Tower Operator will reasonably apprise the applicable AT&T Lessor or AT&T Ground Lease Partyrelevant Verizon Collocator, on the applicable AT&T Lessor’s or AT&T Ground Lease PartyVerizon Collocator’s request from time to time (but no more frequently than two (2) times per year), of the progress of Tower Operator’s negotiations with the applicable Ground Lessor. Tower Operator shall be fully responsible for any Tower Operator Negotiated Increased Revenue Sharing PaymentsPayments and any other increased costs of any Ground Lease arising out of a Tower Operator Negotiated Renewal and shall remain liable for such costs notwithstanding any termination of the MPL with respect to any affected Site. Tower Operator shall have the exclusive right to negotiate with Ground Lessors and obtain the further extension of the term of all Ground Leases at all times until the date that is two (2) years before the expiration date of the applicable Ground Lease (or until the date that is six (6) months prior to the expiration date of the applicable Ground Lease in the case of a Ground Lease the Ground Lessor in respect of which is a Governmental Authority). Notwithstanding anything to the contrary contained herein, in no event shall the Verizon Collocator rights to assume negotiations apply to any Site for which the Ground Lease is set to expire within three years after the Effective Date, but instead with respect to any such Site, from and after the expiration date of the Ground Lease to the date upon which a renewal becomes effective, the Verizon Collocator will have the right to collaborate with the Tower Operator in order to obtain an extension of the term of the Ground Lease. (C) If the applicable Ground Lease contains a right of first offer, right of first refusal or similar provision in favor of the lessee thereunder, Tower Operator shall have the exclusive right to exercise the rights under such provision; provided, however, that if Tower Operator fails to exercise its rights under such provisionprovision and provide evidence of such exercise to the relevant Verizon Collocator and Verizon Lessor at least 30 days before such right is to expire, then the applicable AT&T Verizon Lessor or its Affiliate shall be entitled to exercise the lessee’s rights thereunder and Tower Operator shall do all things reasonably necessary to facilitate such exercise. . (D) In furtherance of the foregoingforegoing obligations under this Section 5(d)(i), the applicable AT&T Verizon Lessor shall do all things reasonably necessary to facilitate the exercise of any right of first offer, right of first refusal or similar provision by Tower Operator at Tower Operator’s cost and expense, and Tower Operator shall use commercially reasonable efforts to coordinate its exercise or non-exercise of any right of first offer, right of first refusal or similar provision with the applicable AT&T Verizon Lessor or its Affiliate so as to permit such AT&T Verizon Lessor or Affiliate to timely exercise any such right in the event Tower Operator declines to do so. (ii) Tower Operator shall provide AT&T Lessors the Verizon Collocators with (A) a quarterly summary of all Tower Operator Negotiated Renewals entered into for such given quarter, (B) promptly upon execution thereof, a copy of any Tower Operator Negotiated Renewal or any other document executed by Tower Operator as attorney for any AT&T Lessor or any AT&T Ground Lease Party pursuant to a power of attorney granted pursuant to or as contemplated by Section 4(b), which may be provided in electronic form and (C) all related material documents executed in connection with any Tower Operator Negotiated Renewal as may be reasonably requested by any AT&T Lessor (except privileged or confidential documents or where such disclosure is prohibited by Law). (iii) Tower Operator shall provide the applicable AT&T Lessor or AT&T Ground Lease Party relevant Verizon Collocator with notice (a “Tower Operator Extension or Relocation Notice”) no later than two (2) three years before the expiration of any Ground Lease which does not include provisions of renewal beyond the scheduled expiration date (other than with respect to any such Ground Lease that is scheduled to expire within two (2) four years following the Effective Date). The Tower Operator Extension or Relocation Notice shall set forth (A) Tower Operator’s intent to negotiate an extension or renewal of such Ground Lease (in which case Tower Operator shall provide subsequent notification of the progress of such negotiations, including the successful completion of the negotiations) or (B) Tower Operator’s intent to pursue an alternative site that is in all material respects suitable for AT&T the relevant Verizon Collocator’s use at no additional cost to AT&T the Verizon Collocator (in which case such notice shall also describe Tower Operator’s plans to relocate AT&T Verizon Communications Equipment in a manner that shall result in no costs to AT&T the Verizon Collocator and no interruption of AT&T the Verizon Collocator’s business). (iv) . If the relevant Verizon Collocator approves the alternative site and the leasing and relocation arrangements, such alternative site will replace the prior Site as a leased Site under this Agreement. Upon any termination of a Ground Lease with respect to a Site, if Tower Operator fails failed to timely deliver a perform the foregoing obligations set forth in this Section 5(d)(iii) or the obligations set forth in Section 5(d)(i) with respect to that Site, such failure will then automatically be an event of default by Tower Operator under this Agreement with respect to such Site, regardless of whether any Tower Operator Extension or Relocation Notice or AT&T Collocator, in its reasonable discretion, determines that Tower Operator’s plans for an alternative site are not acceptable, was sent. In the applicable AT&T Lessor or its Affiliate shall have the right, but not the obligation, to commence negotiations with the applicable Ground Lessor under the expiring Ground Lease; provided, however, that such AT&T Lessor (and its Affiliates) may not commence such negotiations until the date that is two (2) years before the expiration date of the applicable Ground Lease (or until the date that is six (6) months prior to the expiration date of the applicable Ground Lease in the case of a Ground Lease the Ground Lessor in respect of which is a Governmental Authority) and shall act in good faith to not purposely adversely affect Tower Operator’s economic interests in the applicable Site at any time; provided, further, that such AT&T Lessor or its Affiliate must negotiate any extension on commercially reasonable terms. Upon notice from the applicable AT&T Lessor that it intends to commence such negotiations, Tower Operator shall cease all efforts to negotiate an extension or renewal of the applicable Ground Lease and such AT&T Lessor or its Affiliate may negotiate an extension or renewal of the applicable Ground Lease on commercially reasonable terms. If the applicable AT&T Lessor or its Affiliate completes the foregoing negotiations for, and executes, such Ground Lease extension or renewal, then such AT&T Lessor shall provide notice to Tower Operator of same (the “AT&T Lessor Extension Notice”) and this Agreement shall terminate as to the applicable Site as of the day immediately preceding the commencement of such Ground Lease extension or renewal and shall have no further force and effect except for the obligations accruing prior to or as of the termination date for such Site, unless the applicable AT&T Lessor or its Affiliate elects to compel Tower Operator to, or Tower Operator notifies such AT&T Lessor or its Affiliate within 30 days of its receipt of the AT&T Lessor Extension Notice that it elects to, resume Tower Operator’s obligations under Section 4(a) and the MPL Site MLA to comply with all terms, covenants, conditions and provisions of such Ground Lease as if Tower Operator were the “ground lessee” under such Ground Lease by notifying such AT&T Lessor of same; provided that the applicable AT&T Lessor or AT&T Ground Lease Party may compel Tower Operator to resume its obligations only if the terms of such Ground Lease comply with the standards set forth on Schedule 5(d). If the applicable AT&T Lessor or AT&T Ground Lease Party elects to compel or if event Tower Operator elects to resume pursue an alternative site, such alternative site must be at least as favorable to the relevant Verizon Collocator as the old Site in terms of the amount of ground space, the size and height of the Horizontal Zone, and operability as part of the Verizon Collocator’s communications network, and such alternative site must be satisfactory to the Verizon Collocator in its obligations under Section 4(a) good faith and reasonable discretion. If acceptable to the MPL Site MLAVerizon Collocator, then (x) the Verizon Collocator shall enter into a lease or sublease agreement with Tower Operator shall reimburse the applicable AT&T Lessor or its Affiliate for all reasonable costs incurred in connection with the extension or renewal of such Ground Lease and shall be responsible for all incremental costs relating to such Ground Lease going forward, (y) Tower Operator shall accept and comply with the terms of such Ground Lease as negotiated by such AT&T Lessor or its Affiliate and (z) this Agreement shall continue in full force and effect with respect to such Site alternative site, on substantially the same terms as if such extension or renewal was a Tower Operator Negotiated Renewal. (v) The failure of Tower Operator to provide a Tower Operator Extension or Relocation Notice set forth in this Agreement, and the Verizon Communications Equipment shall not constitute an event of default or allow any AT&T Lessor or any AT&T Ground Lease Party to exercise remedies under this Agreement if the expiring Ground Lease is nevertheless extended or renewed, or a new Ground Lease or similar arrangement is entered into, prior to the Ground Lease’s expiration. (vi) If Tower Operator does not extend or otherwise secure the tenure of a Ground Lease in accordance with this Section 4(d), then this Agreement shall expire as to the Site to which such Ground Lease applies (but not with respect to any other Site) as of the day before the expiration date of the applicable Ground Lease and this Agreement shall have no further force and effect as be relocated to such Site except for the obligations accruing prior to or as of the expiration date that are then unperformed (includingalternative site, without limitation, in Section 9)at Tower Operator’s cost and expense.

Negotiation of Additional Ground Lease Extensions. (i) Tower Operator shall use commercially reasonable efforts, consistent with its normal course of business for ground leased tower sites where Tower Operator or its Affiliate are the direct lessees under the ground lease, be entitled to negotiate and obtain, in accordance with the standards set forth in provisions of Section 2(d)32, the further extension of the term of all Ground Leases subject to the provisions of Section 4(b5(b) and this Section 4(d5(d). Each AT&T LessorT-Mobile Collocator, if requested by Tower Operator, shall use commercially reasonable efforts to assist Tower Operator in obtaining such further extensions (and not interfere with Tower Operator)) in obtaining such further extensions; provided, however, provided that such AT&T Lessor T-Mobile Collocator shall not be required to expend any funds in connection therewith or accept any liability for which Tower Operator is responsible under this Agreement. Beginning on the date that is seven (7) years prior to such expiration, Tower Operator will reasonably apprise the applicable AT&T Lessor or AT&T Ground Lease Party, on the applicable AT&T Lessor’s or AT&T Ground Lease Party’s request from time to time (but no more frequently than two (2) times per year), of the progress of Tower Operator’s negotiations with the applicable Ground Lessor. Tower Operator shall be fully responsible for any Tower Operator Negotiated Increased Revenue Sharing Payments. Tower Operator shall have the exclusive right to negotiate with Ground Lessors and obtain the further extension of the term of all Ground Leases at all times until the date that is two (2) years before the expiration date of the applicable Ground Lease (or until the date that is six (6) months prior to the expiration date of the applicable Ground Lease in the case of a Ground Lease the Ground Lessor in respect of which is a Governmental Authority). If the applicable Ground Lease contains a right of first offer, right of first refusal or similar provision in favor of the lessee thereunder, Tower Operator shall have the exclusive right to exercise the rights under such provision; provided, however, that if Tower Operator fails to exercise its rights under such provision, the applicable AT&T Lessor or its Affiliate shall be entitled to exercise the lessee’s rights thereunder and Tower Operator shall do all things reasonably necessary to facilitate such exercise. In furtherance of the foregoing, the applicable AT&T Lessor shall do all things reasonably necessary to facilitate the exercise of any right of first offer, right of first refusal or similar provision by Tower Operator, and Tower Operator shall use commercially reasonable efforts to coordinate its exercise or non-exercise of any right of first offer, right of first refusal or similar provision with the applicable AT&T Lessor or its Affiliate so as to permit such AT&T Lessor or Affiliate to timely exercise any such right in the event Tower Operator declines to do sotherewith. (ii) Tower Operator shall provide AT&T Lessors with (A) a quarterly summary of all Tower Operator Negotiated Renewals entered into for such given quarter, (B) promptly upon execution thereof, a copy of any Tower Operator Negotiated Renewal or any other document executed by Tower Operator as attorney for any AT&T Lessor or any AT&T Ground Lease Party pursuant to a power of attorney granted pursuant to or as contemplated by Section 4(b), which may be provided in electronic form and (C) all related material documents executed in connection with any Tower Operator Negotiated Renewal as may be reasonably requested by any AT&T Lessor (except privileged or confidential documents or where such disclosure is prohibited by Law). (iii) Tower Operator shall provide the applicable AT&T Lessor or AT&T Ground Lease Party T-Mobile Collocator with notice (a “"Tower Operator Extension or Relocation Notice”") no later than two (2) years before 180 days prior to the expiration of any Ground Lease which does not include provisions of renewal beyond the scheduled expiration date (other than with respect to any such Ground Lease that is scheduled to expire within two (2) years 24 months following the Effective Date). The Tower Operator Extension or Relocation Notice shall set forth (A) Tower Operator’s 's intent to negotiate an extension or renewal of such Ground Lease (in which case Tower Operator shall provide subsequent notification of the progress of such negotiations, including the successful completion of the negotiations) or (B) Tower Operator’s 's intent to pursue an alternative site that is in all material respects suitable for AT&T T-Mobile Collocator’s 's use at no additional cost to AT&T T-Mobile Collocator (in which case such notice shall also describe Tower Operator’s 's plans to relocate AT&T T-Mobile Communications Equipment in a manner that shall result in no costs to AT&T T-Mobile Collocator and no interruption of AT&T T-Mobile Collocator’s 's business). In the event Tower Operator elects to pursue an alternative site, and such alternative site is satisfactory to T-Mobile Collocator, in its reasonable and good faith determination, T-Mobile Collocator shall enter into a lease or sublease agreement with Tower Operator with respect to such alternative site and the T-Mobile Communications Equipment shall be relocated to such alternative site. (iviii) If Tower Operator fails to timely deliver a Tower Operator Extension or Relocation Notice or AT&T T-Mobile Collocator, in its reasonable discretion, determines that Tower Operator’s 's plans for an alternative site are not acceptable, the applicable AT&T T-Mobile Lessor or its Affiliate shall have the right, but not the obligation, to commence negotiations with the applicable Ground Lessor under the expiring Ground Lease; provided, however, Lease (provided that such AT&T T-Mobile Lessor (and its Affiliates) may not commence such negotiations until the date that is two (2) years before 120 days prior to the expiration date of the applicable Ground Lease (or until the date that is six (6) months 60 days prior to the expiration date of the applicable Ground Lease in the case of a Ground Lease the Ground Lessor in respect of which is a Governmental Authority)) and shall act in good faith to not purposely undermine or adversely affect Tower Operator’s 's economic interests in the applicable Site at any time; provided, further, that such AT&T Lessor time (including by enlisting the direct or its Affiliate must negotiate any extension on commercially reasonable termsindirect support of a Lease Buyout Firm). Upon notice from the applicable AT&T T-Mobile Lessor that it intends to commence such negotiations, Tower Operator shall cease all efforts to negotiate an extension or renewal of the applicable Ground Lease and such AT&T T-Mobile Lessor or its Affiliate may negotiate an extension or renewal of the applicable Ground Lease on commercially terms and conditions that such T-Mobile Lessor determines in its reasonable termsdiscretion. If the applicable AT&T T-Mobile Lessor or its Affiliate completes the foregoing negotiations for, and executes, such Ground Lease extension or renewal, then such AT&T T-Mobile Lessor shall provide notice to Tower Operator of same (the “AT&T Lessor Extension Notice”) and this Agreement shall terminate as to the applicable Site as of the day immediately preceding the commencement of such Ground Lease extension or renewal and shall have no further force and effect except for the obligations accruing prior to or as of the termination date for such Site, unless the applicable AT&T Lessor or its Affiliate elects to compel Tower Operator to, or Tower Operator notifies such AT&T Lessor or its Affiliate within 30 days of its receipt of the AT&T Lessor Extension Notice that it elects to, resume Tower Operator’s obligations under Section 4(a) and the MPL Site MLA to comply with all terms, covenants, conditions and provisions of such Ground Lease as if Tower Operator were the “ground lessee” under such Ground Lease by notifying such AT&T Lessor of same; provided that the applicable AT&T Lessor or AT&T Ground Lease Party may compel Tower Operator to resume its obligations only if the terms of such Ground Lease comply with the standards set forth on Schedule 5(d). If the applicable AT&T Lessor or AT&T Ground Lease Party elects to compel or if Tower Operator elects to resume its obligations under Section 4(a) and the MPL Site MLA, then (x) Tower Operator shall reimburse the applicable AT&T Lessor or its Affiliate for all reasonable costs incurred in connection with the extension or renewal of such Ground Lease and shall be responsible for all incremental costs relating to such Ground Lease going forward, (y) Tower Operator shall accept and comply with the terms of such Ground Lease as negotiated by such AT&T Lessor or its Affiliate and (z) this Agreement shall continue in full force and effect with respect to such Site as if such extension or renewal was a Tower Operator Negotiated Renewal. (v) The failure of Tower Operator to provide a Tower Operator Extension or Relocation Notice shall not constitute an event of default or allow any AT&T Lessor or any AT&T Ground Lease Party to exercise remedies under this Agreement if the expiring Ground Lease is nevertheless extended or renewed, or a new Ground Lease or similar arrangement is entered into, prior to the Ground Lease’s expiration. (vi) If Tower Operator does not extend or otherwise secure the tenure of a Ground Lease in accordance with this Section 4(d), then this Agreement shall expire as to the Site to which such Ground Lease applies (but not with respect to any other Site) as of the day before the expiration date of the applicable Ground Lease and this Agreement shall have no further force and effect as to such Site except for the obligations accruing prior to or as of the expiration date that are then unperformed (including, without limitation, in Section 9)."T-

Negotiation of Additional Ground Lease Extensions. (i) Tower Operator shall use commercially reasonable efforts, consistent with its normal course of business for ground leased tower sites where Tower Operator or its Affiliate are the direct lessees under the ground lease, be entitled to negotiate and obtain, in accordance with the standards set forth in provisions of Section 2(d)32, the further extension of the term of all Ground Leases subject to the provisions of Section 4(b5(b) and this Section 4(d5(d). Each AT&T LessorT-Mobile Collocator, if requested by Tower Operator, shall use commercially reasonable efforts to assist Tower Operator in obtaining such further extensions (and not interfere with Tower Operator)) in obtaining such further extensions; provided, however, provided that such AT&T Lessor T-Mobile Collocator shall not be required to expend any funds in connection therewith or accept any liability for which Tower Operator is responsible under this Agreement. Beginning on the date that is seven (7) years prior to such expiration, Tower Operator will reasonably apprise the applicable AT&T Lessor or AT&T Ground Lease Party, on the applicable AT&T Lessor’s or AT&T Ground Lease Party’s request from time to time (but no more frequently than two (2) times per year), of the progress of Tower Operator’s negotiations with the applicable Ground Lessor. Tower Operator shall be fully responsible for any Tower Operator Negotiated Increased Revenue Sharing Payments. Tower Operator shall have the exclusive right to negotiate with Ground Lessors and obtain the further extension of the term of all Ground Leases at all times until the date that is two (2) years before the expiration date of the applicable Ground Lease (or until the date that is six (6) months prior to the expiration date of the applicable Ground Lease in the case of a Ground Lease the Ground Lessor in respect of which is a Governmental Authority). If the applicable Ground Lease contains a right of first offer, right of first refusal or similar provision in favor of the lessee thereunder, Tower Operator shall have the exclusive right to exercise the rights under such provision; provided, however, that if Tower Operator fails to exercise its rights under such provision, the applicable AT&T Lessor or its Affiliate shall be entitled to exercise the lessee’s rights thereunder and Tower Operator shall do all things reasonably necessary to facilitate such exercise. In furtherance of the foregoing, the applicable AT&T Lessor shall do all things reasonably necessary to facilitate the exercise of any right of first offer, right of first refusal or similar provision by Tower Operator, and Tower Operator shall use commercially reasonable efforts to coordinate its exercise or non-exercise of any right of first offer, right of first refusal or similar provision with the applicable AT&T Lessor or its Affiliate so as to permit such AT&T Lessor or Affiliate to timely exercise any such right in the event Tower Operator declines to do sotherewith. (ii) Tower Operator shall provide AT&T Lessors with (A) a quarterly summary of all Tower Operator Negotiated Renewals entered into for such given quarter, (B) promptly upon execution thereof, a copy of any Tower Operator Negotiated Renewal or any other document executed by Tower Operator as attorney for any AT&T Lessor or any AT&T Ground Lease Party pursuant to a power of attorney granted pursuant to or as contemplated by Section 4(b), which may be provided in electronic form and (C) all related material documents executed in connection with any Tower Operator Negotiated Renewal as may be reasonably requested by any AT&T Lessor (except privileged or confidential documents or where such disclosure is prohibited by Law). (iii) Tower Operator shall provide the applicable AT&T Lessor or AT&T Ground Lease Party T-Mobile Collocator with notice (a “Tower Operator Extension or Relocation Notice”) no later than two (2) years before 180 days prior to the expiration of any Ground Lease which does not include provisions of renewal beyond the scheduled expiration date (other than with respect to any such Ground Lease that is scheduled to expire within two (2) years 24 months following the Effective Date). The Tower Operator Extension or Relocation Notice shall set forth (A) Tower Operator’s 's intent to negotiate an extension or renewal of such Ground Lease (in which case Tower Operator shall provide subsequent notification of the progress of such negotiations, including the successful completion of the negotiations) or (B) Tower Operator’s 's intent to pursue an alternative site that is in all material respects suitable for AT&T T-Mobile Collocator’s 's use at no additional cost to AT&T T-Mobile Collocator (in which case such notice shall also describe Tower Operator’s 's plans to relocate AT&T T-Mobile Communications Equipment in a manner that shall result in no costs to AT&T T-Mobile Collocator and no interruption of AT&T T-Mobile Collocator’s 's business). In the event Tower Operator elects to pursue an alternative site, and such alternative site is satisfactory to T-Mobile Collocator, in its reasonable and good faith determination, T-Mobile Collocator shall enter into a lease or sublease agreement with Tower Operator with respect to such alternative site and the T-Mobile Communications Equipment shall be relocated to such alternative site. (iviii) If Tower Operator fails to timely deliver a Tower Operator Extension or Relocation Notice or AT&T T-Mobile Collocator, in its reasonable discretion, determines that Tower Operator’s 's plans for an alternative site are not acceptable, the applicable AT&T T-Mobile Lessor or its Affiliate shall have the right, but not the obligation, to commence negotiations with the applicable Ground Lessor under the expiring Ground Lease; provided, however, Lease (provided that such AT&T T-Mobile Lessor (and its Affiliates) may not commence such negotiations until the date that is two (2) years before 120 days prior to the expiration date of the applicable Ground Lease (or until the date that is six (6) months 60 days prior to the expiration date of the applicable Ground Lease in the case of a Ground Lease the Ground Lessor in respect of which is a Governmental Authority)) and shall act in good faith to not purposely undermine or adversely affect Tower Operator’s 's economic interests in the applicable Site at any time; provided, further, that such AT&T Lessor time (including by enlisting the direct or its Affiliate must negotiate any extension on commercially reasonable termsindirect support of a Lease Buyout Firm). Upon notice from the applicable AT&T T-Mobile Lessor that it intends to commence such negotiations, Tower Operator shall cease all efforts to negotiate an extension or renewal of the applicable Ground Lease and such AT&T T-Mobile Lessor or its Affiliate may negotiate an extension or renewal of the applicable Ground Lease on commercially terms and conditions that such T-Mobile Lessor determines in its reasonable termsdiscretion. If the applicable AT&T T-Mobile Lessor or its Affiliate completes the foregoing negotiations for, and executes, such Ground Lease extension or renewal, then such AT&T T-Mobile Lessor shall provide notice to Tower Operator of same (the “AT&T T-Mobile Lessor Extension Notice”) and this Agreement the applicable MPL shall terminate as to the applicable Site as of the day immediately preceding the commencement of such Ground Lease extension or renewal and shall have no further force and effect except for the obligations accruing prior to or as of the termination date for such Site, unless Tower Operator elects to resume its obligations under the applicable AT&T Lessor or its Affiliate elects to compel Tower Operator to, or Tower Operator notifies such AT&T Lessor or its Affiliate within 30 days of its receipt of the AT&T Lessor Extension Notice that it elects to, resume Tower Operator’s obligations under MPL and Section 4(a5(a) and the MPL Site MLA to comply with all terms, covenants, conditions and provisions of such Ground Lease as if Tower Operator were the “ground lessee” under such Ground Lease by notifying such AT&T T-Mobile Lessor of same; provided that same within 30 days of its receipt of the applicable AT&T T-Mobile Lessor or AT&T Ground Lease Party may compel Tower Operator to resume its obligations only if the terms of such Ground Lease comply with the standards set forth on Schedule 5(d)Extension Notice. If the applicable AT&T Lessor or AT&T Ground Lease Party elects to compel or if Tower Operator elects to resume its obligations under the applicable MPL and Section 4(a) and the MPL Site MLA5(a), then (x) Tower Operator shall reimburse indemnify the applicable AT&T T-Mobile Lessor or its Affiliate for all reasonable costs incurred in connection with the extension or renewal of such Ground Lease and shall be responsible for all incremental costs relating to such Ground Lease going forward, (y) Tower Operator shall accept and comply with the terms of such Ground Lease as negotiated by such AT&T T-Mobile Lessor or its Affiliate and (z) the applicable MPL and this Agreement shall continue in full force and effect with respect to such Site as if such extension or renewal was a Tower Operator Negotiated Renewal. (v) The failure of Tower Operator to provide a Tower Operator Extension or Relocation Notice shall not constitute an event of default or allow any AT&T Lessor or any AT&T Ground Lease Party to exercise remedies under this Agreement if the expiring Ground Lease is nevertheless extended or renewed, or a new Ground Lease or similar arrangement is entered into, prior to the Ground Lease’s expiration. (vi) If Tower Operator does not extend or otherwise secure the tenure of a Ground Lease in accordance with this Section 4(d), then this Agreement shall expire as to the Site to which such Ground Lease applies (but not with respect to any other Site) as of the day before the expiration date of the applicable Ground Lease and this Agreement shall have no further force and effect as to such Site except for the obligations accruing prior to or as of the expiration date that are then unperformed (including, without limitation, in Section 9).