Common use of RECITALS OF THE PARTIES Clause in Contracts

RECITALS OF THE PARTIES. The parties recite that: a) MATC Celular, Grupo Iusacell and Lessee have previously entered into a Master Lease Agreement, dated as of February 23, 2001 (the "ORIGINAL MASTER LEASE AGREEMENT"), relating to the lease of space by Lessee at certain Sites described herein, which Original Master Lease Agreement was amended and restated as of May 16, 2002 (the "AMENDED AND RESTATED MASTER LEASE AGREEMENT"). b) MATC Celular and certain Affiliates of Lessee have entered into that certain Purchase and Sale Agreement dated as of February 23, 2001 (the "2001 PURCHASE AGREEMENT") and MATC Digital and certain Affiliates of Lessee have entered into that certain Purchase and Sale Agreement dated as of the date hereof (the "2003 PURCHASE AGREEMENT"; and collectively with the 2001 Purchase Agreement, the "PURCHASE AGREEMENTS"), pursuant to which Lessee agreed to sell, convey, assign, transfer and deliver to MATC, and MATC agreed to purchase and acquire from Lessee, all of the right, title and interest of Lessee in and to the Sites described therein, and the execution and delivery of this Master Lease is a condition to MATC Digital's obligation under the 2003 Purchase Agreement to purchase the Sites. c) Lessee wishes to lease from MATC space for operating its communications equipment: (i) with respect to all Sites purchased pursuant to the 2001 Purchase Agreement (the "2001 PURCHASED SITES"), non-exclusive use of space on the applicable tower within a twenty (20) foot expanse comprised of the ten (10) feet above and the ten (10) feet below the height of the center of radiation of Lessee's Improvements and Equipment located on the applicable tower structure (unless such space is otherwise defined in the applicable Site Lease) and non-exclusive use of certain rights of way granted under Section 1(f) of this Agreement and (ii) with respect to all Sites purchased pursuant to the 2003 Purchase Agreement (the "2003 PURCHASED SITES"; and together with the 2001 Purchased Sites, the "SITES"), non-exclusive use of space on the applicable tower within a ten (10) foot contiguous expanse comprised of the five (5) feet above and five (5) feet below the height of the center of radiation of Lessee's Improvements and Equipment located on the applicable tower structure and non-exclusive use of certain rights of way granted under Section 1(f) of this Agreement (the spaces described in subsections (i) and (ii), as applicable, are referred to herein as the "PREMISES"), all at locations more particularly described in a supplement to be executed in the form attached to this Master Lease as Exhibit B, which form may be mutually amended by the parties hereto from time to time (the "SITE LEASE"). Each of the Site Leases shall be governed by the terms of this Master Lease and shall become a part of this Master Lease as if fully set forth herein. d) The parties desire to amend the Amended and Restated Master Lease Agreement as provided herein.

RECITALS OF THE PARTIES. The parties recite that: a) MATC Celular, Grupo Iusacell Celular and Lessee have previously entered into a Master Lease Agreement, dated as of February 23, 2001 (the "ORIGINAL MASTER LEASE AGREEMENT"), relating to the lease of space by Lessee at certain Sites described herein, which Original Master Lease Agreement was amended and restated as of May 16, 2002 (the "AMENDED AND RESTATED MASTER LEASE AGREEMENT"). b) MATC Celular and Iusacell Celular have entered into that certain Management Agreement dated December 29, 1999 (the "MANAGEMENT AGREEMENT"), pursuant to which MATC Celular is acting as Iusacell Celular's agent with respect to the licensing, leasing and subleasing of available space on towers now or later owned by Iusacell Celular or certain of its Affiliates, and pursuant to which Iusacell Celular and MATC Celular each have certain rights to cause MATC Celular to purchase or Iusacell Celular or such Affiliates to sell, as applicable, certain communications tower sites owned by Iusacell Celular or its Affiliates, including the Sites described herein. c) MATC Celular and certain affiliates of Lessee have entered into that certain Purchase and Sale Agreement dated as of February 23, 2001 2002 (the "2001 PURCHASE AGREEMENT") and MATC Digital and certain Affiliates of Lessee have entered into that certain Purchase and Sale Agreement dated as of the date hereof (the "2003 PURCHASE AGREEMENT"; and collectively with the 2001 Purchase Agreement, the "PURCHASE AGREEMENTS"), pursuant to which Lessee such affiliates agreed to sell, convey, assign, transfer and deliver to MATCMATC Celular, and MATC Celular agreed to purchase and acquire from Lessee, all of the right, title and interest of Lessee in and to the Sites described therein, and the execution and delivery of this Master Lease is a condition to MATC DigitalCelular's obligation under the 2003 Purchase Agreement to purchase the Sites. cd) Lessee wishes to lease from MATC Celular space for operating the communications equipment of its communications equipment: (i) with respect to all Sites purchased pursuant to the 2001 Purchase Agreement (the "2001 PURCHASED SITES"), non-exclusive use of space on the applicable tower within a twenty (20) foot expanse comprised of the ten (10) feet above and the ten (10) feet below the height of the center of radiation of Lessee's Improvements and Equipment located on the applicable tower structure (unless such space is otherwise defined affiliates specifically described in the applicable Site LeaseLease ("LESSEE'S IMPROVEMENTS AND EQUIPMENT") and non-exclusive use of certain rights of way granted under Section 1(f) of this Agreement and (ii) with respect to all Sites purchased pursuant to the 2003 Purchase Agreement (the "2003 PURCHASED SITES"; and together with the 2001 Purchased Sitescollectively, the "SITES"), non-exclusive use of space on the applicable tower within a ten (10) foot contiguous expanse comprised of the five (5) feet above and five (5) feet below the height of the center of radiation of Lessee's Improvements and Equipment located on the applicable tower structure and non-exclusive use of certain rights of way granted under Section 1(f) of this Agreement (the spaces described in subsections (i) and (ii), as applicable, are referred to herein as the "PREMISES"), all on Sites to be transferred or sold to MATC Celular pursuant to the Purchase Agreement at locations more particularly described in a supplement to be executed in the form attached to this Master Lease as Exhibit B, which form may be mutually amended by the parties hereto from time to time (the "SITE LEASE"). Each , each of the which Site Leases shall be governed by the terms of this Master Lease and which shall become a part of this Master Lease as if fully set forth herein. de) The parties desire to amend and restate the Amended and Restated Original Master Lease Agreement as provided herein.

RECITALS OF THE PARTIES. The parties recite that: a) MATC Celular, Grupo Iusacell Celular and Lessee have previously entered into a Master Lease Agreement, dated as of February 23December 29, 2001 1999 (the "ORIGINAL MASTER LEASE AGREEMENT"), relating to the lease of space by Lessee at certain Sites described herein, which Original Master Lease Agreement was amended and restated as of May 16, 2002 (the "AMENDED AND RESTATED MASTER LEASE AGREEMENT")MATC Sites. b) MATC Celular and certain Affiliates of Lessee have entered into that certain Purchase and Sale Agreement dated as of February 23, 2001 (the "2001 PURCHASE AGREEMENT") and MATC Digital and certain Affiliates of Lessee have entered into that certain Purchase and Sale Agreement dated as of the date hereof (the "2003 PURCHASE AGREEMENT"; and collectively Contemporaneously with the 2001 Purchase Agreement, the "PURCHASE AGREEMENTS"), pursuant to which Lessee agreed to sell, convey, assign, transfer and deliver to MATC, and MATC agreed to purchase and acquire from Lessee, all of the right, title and interest of Lessee in and to the Sites described therein, and the execution and delivery of this Master Lease, MATC Celular and Lessee have entered into the Build-to-Suit Agreement, pursuant to which MATC Celular and Lessee have amended and restated the terms of that certain Build-to-Suit Agreement dated as of December 29, 1999 (the "ORIGINAL BUILD-TO-SUIT AGREEMENT"), and further pursuant to which Lessee and certain of its Affiliates have engaged MATC Celular to construct and develop at least eighty percent (80%) of Lessee's requirements for Towers in the Mexico Market upon which Lessee shall lease space; and c) The parties desire to amend and restate the Original Master Lease is a condition to MATC Digital's obligation under the 2003 Purchase Agreement to purchase the Sitesas provided herein. cd) Lessee wishes to lease from MATC space for operating its communications equipmentCelular: (i) at all MATC Sites, space within equipment shelters constructed and owned by MATC Celular in accordance with the Build-to-Suit Agreement and the repair and maintenance thereof, the provision of which by MATC Celular shall include air conditioning, general lighting, connections for utility services, and a grounding system for Lessee's electronics; (ii) at all MATC Sites, a generator shelter and associated ground space for the installation by Lessee of Lessee's generator, if any; (iii) with respect to all Sites purchased pursuant to the 2001 Purchase Agreement (the "2001 PURCHASED SITES")MATC Sites, non-exclusive use of space on the applicable tower within a twenty (20) foot expanse comprised of the ten (10) feet above and the ten (10) feet below the height of the center of radiation of LesseeClient's Improvements and Equipment located on the applicable tower structure (unless such space is otherwise defined in the applicable Site Lease) and non-exclusive use of certain rights of way granted under Section 1(f) of this Agreement ), and (iiiv) with respect to all Sites purchased pursuant to the 2003 Purchase Agreement (the "2003 PURCHASED SITES"; and together with the 2001 Purchased Sites, the "SITES"), non-exclusive use of space on the applicable tower within a ten (10) foot contiguous expanse comprised of the five (5) feet above and five (5) feet below the height of the center of radiation of Lessee's Improvements and Equipment located on the applicable tower structure and non-exclusive use of certain rights of way granted under Section 1(f) of this Agreement (the spaces described in subsections (i) and (ii)collectively, as applicable, are referred to herein as the "PREMISES"), all at locations more particularly described in a supplement to be executed in the form attached to this Master Lease as Exhibit BB-1 (with respect to Build-to-Suit Sites) and Exhibit B-2 (with respect to MATC Existing Sites), which form forms may be mutually amended by the parties hereto from time to time time, (the "SITE LEASE"). Each , each of the which Site Leases shall be governed by the terms of this Master Lease and which shall become a part of this Master Lease as if fully set forth herein. Client's Improvements and Equipment at MATC Sites in accordance with the Build-to-Suit Agreement shall hereinafter be referred to as "LESSEE'S IMPROVEMENTS AND EQUIPMENT. d) The parties desire to amend the Amended and Restated Master Lease Agreement as provided herein."