Common use of TAX ASSUMPTIONS Clause in Contracts

TAX ASSUMPTIONS. In entering into this Agreement and related documents, the Sprint Group has made the following assumptions regarding the characterization of the transactions contemplated under this Agreement for federal income tax purposes (the "TAX ASSUMPTIONS"): (i) for federal income tax purposes, this Agreement will be treated as a "true lease" with respect to all of the Leased Property, the members of the Sprint Group will be treated, directly or indirectly through one or more entities that are classified as partnerships or disregarded entities for federal income tax purposes, as the owners and sublessors of the Leased Property, and Lessee will be treated (or, if Lessee is a disregarded entity for federal income tax purposes, the entity treated as the owner of Lessee for federal income tax purposes) as the lessee of the Leased Property; (ii) following the execution of this Agreement, the Sprint Group will be entitled to deduct, pursuant to Section 168(b) of the Code, depreciation deductions with respect to the Sprint Group's adjusted tax basis in the Leased Property using the same depreciation method(s) as in effect immediately before the execution of this Agreement ("FEDERAL DEPRECIATION DEDUCTIONS"); (iii) prepaid Rent and Pre-Lease Rent with respect to each Site will be paid under a single lease subject to Section 467 of the Code and will be characterized in part as a loan under section 467 of the Code and Treasury Regulations issued under such section and the Sprint Group will be entitled to deduct interest attributable thereto with respect to each Site as set forth in Exhibit H; (iv) the only amounts that any Sprint Group Member will be required to include in gross income with respect to the transactions contemplated by this Agreement and related documents will be (A) Rent and Pre-Lease Rent as it accrues as rent in accordance with the terms of this Agreement and the application of Section 467 of the Code and Treasury Regulations issued under such section and as set forth in Exhibit H with respect to each Site; (B) any indemnity (including any gross up) pursuant to this Agreement; (C) any amounts paid or otherwise recognized pursuant to a voluntary sale or other disposition by any Sprint Group Member (other than a sale or disposition attributable to a default by Lessee and/or the exercise of remedies by Lessor or Sprint or its Affiliates under this Agreement) of any Leased Property, it being understood for these purposes that a sale or disposition that may be deemed to have occurred on the Effective Date is not a sale; (D) proceeds upon Lessee's exercise of the purchase option pursuant to Section 36 of this Agreement; (E) any costs and expenses of Lessor or Sprint (and any interest thereon) paid or reimbursed by Lessee pursuant to this Agreement; (F) income attributable to the reversion of Alterations made by Lessee to Lessor at the end of the Term; (G) amounts expressly identified as interest in the Agreement and payable to Lessor or any Sprint Group Member; (H) any other amount to the extent such item of income results in an equal and offsetting deduction; and (I) any income or gain from an acceleration of Rent or Pre-Lease Rent as a result of the expiration or termination of a ground lease with respect to a Site listed in paragraphs 9 through 15 of Section 4.5 of the Contributors Disclosure Letter (as defined in the Agreement to Lease and Sublease); and (v) the combined effective federal and net state income Tax rate applicable to each Sprint Group Member will be thirty-nine percent (39%) (the "ASSUMED RATE"), comprised of thirty-five percent (35%) for the assumed federal rate and four percent (4%) (which is net of federal income Tax benefits) for the assumed state rate.

TAX ASSUMPTIONS. In entering into this Agreement and related documents, the Sprint AT&T Group has made the following assumptions regarding the characterization of the transactions contemplated under this Agreement for federal income tax Tax purposes (the "TAX ASSUMPTIONS"“Tax Assumptions”): (iA) for For federal income tax Tax purposes, this Agreement will shall be treated as a "“true lease" ” with respect to all of the Leased Included Property, the members of the Sprint AT&T Group will shall be treated, directly or indirectly through one or more entities that are classified as partnerships or disregarded entities for federal income tax Tax purposes, as the owners and sublessors of the Leased Included Property, and Lessee will Tower Operator shall be treated (or, if Lessee Tower Operator is a disregarded entity for federal income tax Tax purposes, the entity treated as the owner of Lessee Tower Operator for federal income tax Tax purposes) as the lessee of the Leased Included Property; (iiB) following Following the execution of this Agreement, the Sprint AT&T Group will shall be entitled to deduct, pursuant to Section 168(b) of the Code, depreciation deductions with respect to the Sprint AT&T Group's ’s adjusted tax Tax basis in the Leased Included Property using the same depreciation method(s) as in effect immediately before the execution of this Agreement ("FEDERAL DEPRECIATION DEDUCTIONS"“Federal Depreciation Deductions”); (iiiC) prepaid Prepaid Rent and Pre-Lease Rent with respect to each Site will shall be paid under a single lease subject to Section 467 of the Code and will shall be characterized in part as a loan under section Section 467 of the Code and Treasury Regulations issued under such section and the Sprint AT&T Group will shall be entitled to deduct interest attributable thereto with respect to each Site as set forth in Exhibit H;D; and (ivD) the The only amounts that any Sprint AT&T Group Member will shall be required to include in gross income with respect to the transactions contemplated by this Agreement and related documents will shall be (A1) Rent and Pre-Lease Rent as it accrues as rent in accordance with the terms of this Agreement and the application of Section 467 of the Code and Treasury Regulations issued under such section and as set forth in Exhibit H D with respect to each Site; (B2) any indemnity (including any gross up) pursuant to this Agreement; (C3) any amounts paid or otherwise recognized pursuant to a voluntary sale or other disposition by any Sprint AT&T Group Member (other than a sale or disposition attributable to a default by Lessee and/or Tower Operator or the exercise of remedies by any AT&T Lessor or Sprint or its Affiliates Affiliate under this Agreement) of any Leased Included Property, it being understood for these purposes that a sale or disposition that may be deemed to have occurred on the Effective Date is not a sale; (D4) proceeds upon Lessee's Tower Operator’s exercise of the purchase option Purchase Option pursuant to Section 36 of this Agreement20; (E5) any costs and expenses of any AT&T Lessor or Sprint its Affiliate (and any interest thereon) paid or reimbursed by Lessee Tower Operator pursuant to this Agreement; (F6) income attributable to the reversion of Alterations Modifications made by Lessee Tower Operator to any AT&T Lessor at the end of the Term; (G7) amounts expressly identified as interest in the Agreement and payable to any AT&T Lessor or any Sprint AT&T Group Member; and (H) 8) any other amount to the extent such item of income results in an equal and offsetting deduction; and (I) any income or gain from an acceleration of Rent or Pre-Lease Rent as a result of the expiration or termination of a ground lease with respect to a Site listed in paragraphs 9 through 15 of Section 4.5 of the Contributors Disclosure Letter (as defined deduction in the Agreement to Lease and Sublease); and (v) the combined effective federal and net state income Tax rate applicable to each Sprint Group Member will be thirty-nine percent (39%) (the "ASSUMED RATE"), comprised of thirty-five percent (35%) for the assumed federal rate and four percent (4%) (which is net of federal income Tax benefits) for the assumed state ratesame taxable year.

TAX ASSUMPTIONS. In entering into this Agreement The Owner Participant and related documents, EME acknowledge that the Sprint Group has made Basic Lease Rent and Termination Values under the Facility Lease and the Owner Participant’s Expected Return have been calculated based upon the following income tax assumptions regarding (the characterization of the transactions contemplated under this Agreement “Tax Assumptions”) for United States federal income tax purposes purposes: (a) on the "TAX ASSUMPTIONS"):Closing Date: (i) for federal income tax purposes, this Agreement 99.4% of the Purchase Price will be treated as a "true lease" with respect attributable to all property at the Facility that constitutes 20-year property under Section 168(e) of the Leased PropertyCode and be entitled to 20-year, 150 percent declining balance method (switching to the members of straight-line method when most favorable) depreciation deductions, utilizing the Sprint Group will be treatedhalf-year convention and a zero salvage value, directly or indirectly through one or more entities that are classified as partnerships or disregarded entities for federal income tax purposes, as under the owners and sublessors of MACRS (the Leased Property, and Lessee will be treated (or, if Lessee is a disregarded entity for federal income tax purposes, the entity treated as the owner of Lessee for federal income tax purposes) as the lessee of the Leased Property“20-Year MACRS Deductions”); (ii) following 0.6% of the execution Purchase Price will be attributable to property at the Facility that constitutes non-residential real property under Section 168(e) of this Agreementthe Code and be entitled to 39-year straight-line method of depreciation using a mid-month convention and zero salvage value, under the Sprint Group MACRS (the “39-Year MACRS Deductions”). The 20-Year MACRS Deductions and 39-Year MACRS Deductions are referred to collectively as the “Depreciation Deductions.” (b) Transaction Costs will be amortizable under the Code on a straight-line basis over the Basic Lease Term (the “Transaction Cost Deductions”). (c) The Lessor Loan will constitute a loan made to the Owner Lessor, and the Owner Participant will be entitled to deduct, pursuant to current deductions under Section 168(b163(a) of the CodeCode for all interest, depreciation premium, if any, and all other amounts except principal paid or accrued on the Lessor Loan (the “Interest Deductions”). (d) The Owner Participant will be entitled to current deductions of amounts paid as “section 467 interest” with respect to “section 467 fixed rent” paid but not yet accrued pursuant to the Sprint Group's adjusted tax basis in terms of the Leased Property using the same depreciation method(s) Facility Lease as in effect immediately before the execution of this Agreement ("FEDERAL DEPRECIATION DEDUCTIONS"); (iii) prepaid Rent and Pre-Lease Rent with respect to each Site will be paid under a single lease subject to required by Section 467 of the Code and will be characterized in part as a loan under section 467 of the Code and Treasury Regulations issued under such section and thereunder (the Sprint Group will be entitled to deduct interest attributable thereto with respect to each Site as set forth in Exhibit H;“Section 467 Interest Deductions”). (ive) As a result of entering into the only amounts that any Sprint Group Member transactions contemplated by the Operative Documents, the Owner Participant will not be required to include any amount in gross income with respect prior to termination of the transactions contemplated by this Agreement and related documents will be Facility Lease other than: (Ai) Rent and Pre-payments of Basic Lease Rent as it accrues as rent (and, if the Facility Lease is renewed, Renewal Lease Rent) in accordance with the amounts and at the times such amounts are accrued pursuant to the terms of this Agreement the Facility Lease; (ii) gain upon the receipt of Termination Value (or other amounts based on Termination Value) in the amount and at the application of Section 467 time such payment is required to be made; (iii) gain upon sale of the Code and Treasury Regulations issued under such section and as set forth Facility or of all or any of the Owner Participant’s interest in Exhibit H with respect to each Sitethe Owner Lessor; (Biv) any indemnity (including any gross up) pursuant payments made on an After-Tax Basis to this Agreementthe Owner Participant or the Owner Lessor; (C) any amounts paid or otherwise recognized pursuant to a voluntary sale or other disposition by any Sprint Group Member (other than a sale or disposition attributable to a default by Lessee and/or the exercise of remedies by Lessor or Sprint or its Affiliates under this Agreement) of any Leased Property, it being understood for these purposes that a sale or disposition that may be deemed to have occurred on the Effective Date is not a sale; (D) proceeds upon Lessee's exercise of the purchase option pursuant to Section 36 of this Agreement; (E) any costs and expenses of Lessor or Sprint (and any interest thereon) paid or reimbursed by Lessee pursuant to this Agreement; (F) income attributable to the reversion of Alterations made by Lessee to Lessor at the end of the Term; (Gv) amounts expressly identified as interest in under the Agreement and payable to Lessor or any Sprint Group MemberOperative Documents; (Hvi) any other amount to the extent such item of income results result in an equal and offsetting deductiondeduction of the same character in the same taxable year as the inclusion; and (Ivii) any income or gain from an acceleration of Rent or Pre-Lease Rent amounts accrued as a result of the expiration or termination of a ground lease “section 467 interest” with respect to a Site listed in paragraphs 9 through 15 of Section 4.5 “section 467 fixed rent” accrued but not yet paid pursuant to the terms of the Contributors Disclosure Letter (Facility Lease as defined in required by Section 467 of the Agreement to Lease Code and Sublease); andthe Regulations thereunder. (vf) the combined effective The federal and net state income Tax tax rate applicable to each Sprint Group Member the Owner Participant will be thirty-nine percent (39%) 35% (the "ASSUMED RATE"“Assumed Tax Rate”), comprised of thirty-five percent (35%) and the Owner Participant will always have sufficient taxable income for the assumed federal rate and four percent (4%) (which is net of federal income tax purposes to realize fully the income tax benefit of the Depreciation Deductions, Transaction Cost Deductions, Interest Deductions and the Section 467 Interest Deductions (collectively, the “Assumed Deductions”). (g) The Facility Lease will be a “true lease” for federal income tax purposes, under which the Owner Participant shall be treated as owner and lessor, and Midwest shall be treated as lessee, of the Facility for such purposes. (h) The Owner Participant will compute its federal taxable income on a calendar-year basis using the accrual method of accounting. (i) The Facility will be treated as placed in service by the Owner Participant on the Closing Date. (j) The Facility Lease will not be a “disqualified leaseback or long-term agreement” within the meaning of Section 467(b)(4) of the Code, and the Owner Participant will not be subject to application of Section 467(b)(2) of the Code with respect to Basic Lease Rent. (k) The Owner Lessor will be treated as a grantor trust under Sections 671-679 of the Code or otherwise disregarded, and the Owner Participant, as beneficial owner of the Owner Lessor, will be entitled and required to take into account, in computing its federal taxable income, all items of income, gain, loss, deduction and credit with respect to its interest in the Facility. (l) Basic Lease Rent, Renewal Lease Rent and all other gains, losses, income, deductions and credits under the Facility Lease or the transactions contemplated by the Operative Documents will be treated as U.S. source pursuant to Sections 861-865 of the Code. The Owner Participant and, to the extent required to file and Midwest will each file federal and state income tax returns in a manner consistent with the Tax benefitsAssumptions. If the Owner Participant shall suffer an Indemnified Tax Loss and shall have been (or is being) indemnified by EME for such Indemnified Tax Loss pursuant to the assumed state rateterms of this Agreement, then the Tax Assumptions set forth above, without further act of the parties hereto, shall thereupon be and be deemed to be amended, if and to the extent appropriate at the time of such Indemnified Tax Loss, to reflect such Indemnified Tax Loss. No private letter ruling will be sought from the Internal Revenue Service (the “IRS”) with respect to the availability of any of the Assumed Deductions. EME makes no representation or warranty as to the Tax Assumptions or with respect to the availability of any of the Assumed Deductions except as expressly set forth herein or in the other Operative Documents.

TAX ASSUMPTIONS. In entering into this Agreement Sublease and related documents, the Sprint SBCW Group has made the following assumptions regarding the characterization of the transactions contemplated under this Agreement hereunder for federal income tax purposes (the "TAX ASSUMPTIONSTax Assumptions"): (i) for federal income tax purposes, this Agreement the Sublease will be treated as a "true lease" with respect to all of the Leased Subleased Property, the members of the Sprint SBCW Group will be treated, directly or indirectly through one or more entities that are classified as partnerships or disregarded entities for federal income tax purposes, as the owners and sublessors Sublessors of the Leased Subleased Property, and Lessee TowerCo will be treated (or, if Lessee is a disregarded entity for federal income tax purposes, the entity treated as the owner of Lessee for federal income tax purposes) as the lessee of the Leased Subleased Property; (ii) following the execution of this AgreementSublease, the Sprint SBCW Group will be entitled to deduct, pursuant to Section 168(b) of the Code, depreciation deductions with respect to the Sprint Group's adjusted tax basis in the Leased Subleased Property using the same depreciation method(s) as in effect immediately before the execution of this Agreement Sublease ("FEDERAL DEPRECIATION DEDUCTIONSFederal Depreciation Deductions"); (iii) prepaid Rent and Pre-Lease Rent with respect to each Site will be paid under a single lease subject to Section 467 of the Code and will be characterized in part as a loan under section 467 of the Code and Treasury Regulations issued under such section thereunder and the Sprint SBCW Group will be entitled to deduct interest attributable thereto with respect to each Site as set forth in Exhibit Hthereto; (iv) the only amounts that any Sprint SBCW Group Member will be required to include in gross income with respect to the transactions contemplated by this Agreement Sublease and related documents will be (A) Rent and Pre-Lease Rent as it accrues as rent in accordance with the terms of this Agreement Sublease and the application of Section 467 of the Code and Treasury Regulations issued under such section and as set forth in Exhibit H with respect to each Sitethereunder; (B) any indemnity (including any gross up) pursuant to this AgreementSublease; (C) any amounts paid or otherwise recognized pursuant to a voluntary sale or other disposition by any Sprint SBCW Group Member (other than a sale or disposition attributable to a default by Lessee TowerCo and/or the exercise of remedies by Lessor SBCW or Sprint or its Affiliates any SBCW Affiliate under this AgreementSublease) of any Leased Subleased Property, it being understood for these purposes that a sale or disposition that may be deemed to have occurred on the Effective Date is not a sale; and (D) proceeds upon LesseeTowerCo's exercise of the purchase option pursuant to Section 36 35 of this Agreement; (E) any costs and expenses of Lessor or Sprint (and any interest thereon) paid or reimbursed by Lessee pursuant to this Agreement; (F) income attributable to the reversion of Alterations made by Lessee to Lessor at the end of the Term; (G) amounts expressly identified as interest in the Agreement and payable to Lessor or any Sprint Group Member; (H) any other amount to the extent such item of income results in an equal and offsetting deduction; and (I) any income or gain from an acceleration of Rent or Pre-Lease Rent as a result of the expiration or termination of a ground lease with respect to a Site listed in paragraphs 9 through 15 of Section 4.5 of the Contributors Disclosure Letter (as defined in the Agreement to Lease and Sublease); and (v) the combined effective federal and net state income Tax tax rate applicable to each Sprint SBCW Group Member will be thirty-nine 39 percent (39%) (the "ASSUMED RATEAssumed Rate"), comprised of thirty-five 35 percent (35%) for the assumed federal rate and four 4 percent (4%) (which is net of federal income Tax tax benefits) for the assumed state rate.

TAX ASSUMPTIONS. In entering into this Agreement The Owner Participant and related documents, EME acknowledge that the Sprint Group has made Basic Lease Rent and Termination Values under the Facility Lease and the Owner Participant’s Expected Return have been calculated based upon the following income tax assumptions regarding (the characterization of the transactions contemplated under this Agreement “Tax Assumptions”) for United States federal income tax purposes purposes: (a) on the "TAX ASSUMPTIONS"):Closing Date: (i) for federal income tax purposes, this Agreement 99.4% of the Purchase Price will be treated as a "true lease" with respect attributable to all property at the Facility that constitutes 20-year property under Section 168(e) of the Leased PropertyCode and be entitled to 20-year, 150 percent declining balance method (switching to the members of straight-line method when most favorable) depreciation deductions, utilizing the Sprint Group will be treatedhalf-year convention and a zero salvage value, directly or indirectly through one or more entities that are classified as partnerships or disregarded entities for federal income tax purposes, as under the owners and sublessors of MACRS (the Leased Property, and Lessee will be treated (or, if Lessee is a disregarded entity for federal income tax purposes, the entity treated as the owner of Lessee for federal income tax purposes) as the lessee of the Leased Property“20-Year MACRS Deductions”); (ii) following 0.6% of the execution Purchase Price will be attributable to property at the Facility that constitutes non-residential real property under Section 168(e) of this Agreementthe Code and be entitled to 39-year straight-line method of depreciation using a mid-month convention and zero salvage value, under the Sprint Group MACRS (the “39-Year MACRS Deductions”). The 20-Year MACRS Deductions and 39-Year MACRS Deductions are referred to collectively as the “Depreciation Deductions.” (b) Transaction Costs will be amortizable under the Code on a straight-line basis over the Basic Lease Term (the “Transaction Cost Deductions”). (c) The Lessor Loan will constitute a loan made to the Owner Lessor, and the Owner Participant will be entitled to deduct, pursuant to current deductions under Section 168(b163(a) of the CodeCode for all interest, depreciation premium, if any, and all other amounts except principal paid or accrued on the Lessor Loan (the “Interest Deductions”). (d) The Owner Participant will be entitled to current deductions of amounts paid as “section 467 interest” with respect to “section 467 fixed rent” paid but not yet accrued pursuant to the Sprint Group's adjusted tax basis in terms of the Leased Property using the same depreciation method(s) Facility Lease as in effect immediately before the execution of this Agreement ("FEDERAL DEPRECIATION DEDUCTIONS"); (iii) prepaid Rent and Pre-Lease Rent with respect to each Site will be paid under a single lease subject to required by Section 467 of the Code and will be characterized in part as a loan under section 467 of the Code and Treasury Regulations issued under such section and thereunder (the Sprint Group will be entitled to deduct interest attributable thereto with respect to each Site as set forth in Exhibit H;“Section 467 Interest Deductions”). (ive) As a result of entering into the only amounts that any Sprint Group Member transactions contemplated by the Operative Documents, the Owner Participant will not be required to include any amount in gross income with respect prior to termination of the transactions contemplated by this Agreement and related documents will be Facility Lease other than: (Ai) Rent and Pre-payments of Basic Lease Rent as it accrues as rent (and, if the Facility Lease is renewed, Renewal Lease Rent) in accordance with the amounts and at the times such amounts are accrued pursuant to the terms of this Agreement the Facility Lease; (ii) gain upon the receipt of Termination Value (or other amounts based on Termination Value) in the amount and at the application of Section 467 time such payment is required to be made; (iii) gain upon sale of the Code and Treasury Regulations issued under such section and as set forth Facility or of all or any of the Owner Participant’s interest in Exhibit H with respect to each Sitethe Owner Lessor; (Biv) any indemnity (including any gross up) pursuant payments made on an After-Tax Basis to this Agreementthe Owner Participant or the Owner Lessor; (C) any amounts paid or otherwise recognized pursuant to a voluntary sale or other disposition by any Sprint Group Member (other than a sale or disposition attributable to a default by Lessee and/or the exercise of remedies by Lessor or Sprint or its Affiliates under this Agreement) of any Leased Property, it being understood for these purposes that a sale or disposition that may be deemed to have occurred on the Effective Date is not a sale; (D) proceeds upon Lessee's exercise of the purchase option pursuant to Section 36 of this Agreement; (E) any costs and expenses of Lessor or Sprint (and any interest thereon) paid or reimbursed by Lessee pursuant to this Agreement; (F) income attributable to the reversion of Alterations made by Lessee to Lessor at the end of the Term; (Gv) amounts expressly identified as interest in under the Agreement and payable to Lessor or any Sprint Group MemberOperative Documents; (Hvi) any other amount to the extent such item of income results result in an equal and offsetting deductiondeduction of the same character in the same taxable year as the inclusion; and (Ivii) any income or gain from an acceleration of Rent or Pre-Lease Rent amounts accrued as a result of the expiration or termination of a ground lease “section 467 interest” with respect to a Site listed in paragraphs 9 through 15 of Section 4.5 “section 467 fixed rent” accrued but not yet paid pursuant to the terms of the Contributors Disclosure Letter (Facility Lease as defined in required by Section 467 of the Agreement to Lease Code and Sublease); andthe Regulations thereunder. (vf) the combined effective The federal and net state income Tax tax rate applicable to each Sprint Group Member the Owner Participant will be thirty35% and the fully-nine percent (39deductible state income tax rate applicable to the Owner Participant will be 3.077%) , resulting in a combined federal and state income tax rate of 37% (the "ASSUMED RATE"“Assumed Tax Rate”), comprised of thirty-five percent (35%) and the Owner Participant will always have sufficient taxable income for the assumed federal rate and four percent (4%) (which is net of federal income tax purposes to realize fully the income tax benefit of the Depreciation Deductions, Transaction Cost Deductions, Interest Deductions and the Section 467 Interest Deductions (collectively, the “Assumed Deductions”). (g) The Facility Lease will be a “true lease” for federal income tax purposes, under which the Owner Participant shall be treated as owner and lessor, and Midwest shall be treated as lessee, of the Facility for such purposes. (h) The Owner Participant will compute its federal taxable income on a calendar-year basis using the accrual method of accounting. (i) The Facility will be treated as placed in service by the Owner Participant on the Closing Date. (j) The Facility Lease will not be a “disqualified leaseback or long-term agreement” within the meaning of Section 467(b)(4) of the Code, and the Owner Participant will not be subject to application of Section 467(b)(2) of the Code with respect to Basic Lease Rent. (k) The Owner Lessor will be treated as a grantor trust under Sections 671-679 of the Code or otherwise disregarded, and the Owner Participant, as beneficial owner of the Owner Lessor, will be entitled and required to take into account, in computing its federal taxable income, all items of income, gain, loss, deduction and credit with respect to its interest in the Facility. (l) Basic Lease Rent, Renewal Lease Rent and all other gains, losses, income, deductions and credits under the Facility Lease or the transactions contemplated by the Operative Documents will be treated as U.S. source pursuant to Sections 861-865 of the Code. The Owner Participant and, to the extent required to file and Midwest will each file federal and state income tax returns in a manner consistent with the Tax benefitsAssumptions. If the Owner Participant shall suffer an Indemnified Tax Loss and shall have been (or is being) indemnified by EME for such Indemnified Tax Loss pursuant to the assumed state rateterms of this Agreement, then the Tax Assumptions set forth above, without further act of the parties hereto, shall thereupon be and be deemed to be amended, if and to the extent appropriate at the time of such Indemnified Tax Loss, to reflect such Indemnified Tax Loss. No private letter ruling will be sought from the Internal Revenue Service (the “IRS”) with respect to the availability of any of the Assumed Deductions. EME makes no representation or warranty as to the Tax Assumptions or with respect to the availability of any of the Assumed Deductions except as expressly set forth herein or in the other Operative Documents.

TAX ASSUMPTIONS. In entering into this Agreement The Owner Participant and related documents, EME acknowledge that the Sprint Group has made Basic Lease Rent and Termination Values under the Facility Lease and the Owner Participant’s Expected Return have been calculated based upon the following income tax assumptions regarding (the characterization of the transactions contemplated under this Agreement “Tax Assumptions”) for United States federal income tax purposes purposes: (a) on the "TAX ASSUMPTIONS"):Closing Date: (i) for federal income tax purposes, this Agreement 99.9% of the Purchase Price will be treated as a "true lease" with respect attributable to all property at the Facility that constitutes 20-year property under Section 168(e) of the Leased PropertyCode and be entitled to 20-year, 150 percent declining balance method (switching to the members of straight-line method when most favorable) depreciation deductions, utilizing the Sprint Group will be treatedhalf-year convention and a zero salvage value, directly or indirectly through one or more entities that are classified as partnerships or disregarded entities for federal income tax purposes, as under the owners and sublessors of MACRS (the Leased Property, and Lessee will be treated (or, if Lessee is a disregarded entity for federal income tax purposes, the entity treated as the owner of Lessee for federal income tax purposes) as the lessee of the Leased Property“20-Year MACRS Deductions”); (ii) following 0.1% of the execution Purchase Price will be attributable to property at the Facility that constitutes non-residential real property under Section 168(e) of this Agreementthe Code and be entitled to 39-year straight-line method of depreciation using a mid-month convention and zero salvage value, under the Sprint Group MACRS (the “39-Year MACRS Deductions”). The 20-Year MACRS Deductions and 39-Year MACRS Deductions are referred to collectively as the “Depreciation Deductions.” (b) Transaction Costs will be amortizable under the Code on a straight-line basis over the Basic Lease Term (the “Transaction Cost Deductions”). (c) The Lessor Loan will constitute a loan made to the Owner Lessor, and the Owner Participant will be entitled to deduct, pursuant to current deductions under Section 168(b163(a) of the CodeCode for all interest, depreciation premium, if any, and all other amounts except principal paid or accrued on the Lessor Loan (the “Interest Deductions”). (d) The Owner Participant will be entitled to current deductions of amounts paid as “section 467 interest” with respect to “section 467 fixed rent” paid but not yet accrued pursuant to the Sprint Group's adjusted tax basis in terms of the Leased Property using the same depreciation method(s) Facility Lease as in effect immediately before the execution of this Agreement ("FEDERAL DEPRECIATION DEDUCTIONS"); (iii) prepaid Rent and Pre-Lease Rent with respect to each Site will be paid under a single lease subject to required by Section 467 of the Code and will be characterized in part as a loan under section 467 of the Code and Treasury Regulations issued under such section and thereunder (the Sprint Group will be entitled to deduct interest attributable thereto with respect to each Site as set forth in Exhibit H;“Section 467 Interest Deductions”). (ive) As a result of entering into the only amounts that any Sprint Group Member transactions contemplated by the Operative Documents, the Owner Participant will not be required to include any amount in gross income with respect prior to termination of the transactions contemplated by this Agreement and related documents will be Facility Lease other than: (Ai) Rent and Pre-payments of Basic Lease Rent as it accrues as rent (and, if the Facility Lease is renewed, Renewal Lease Rent) in accordance with the amounts and at the times such amounts are accrued pursuant to the terms of this Agreement the Facility Lease; (ii) gain upon the receipt of Termination Value (or other amounts based on Termination Value) in the amount and at the application of Section 467 time such payment is required to be made; (iii) gain upon sale of the Code and Treasury Regulations issued under such section and as set forth Facility or of all or any of the Owner Participant’s interest in Exhibit H with respect to each Sitethe Owner Lessor; (Biv) any indemnity (including any gross up) pursuant payments made on an After-Tax Basis to this Agreementthe Owner Participant or the Owner Lessor; (C) any amounts paid or otherwise recognized pursuant to a voluntary sale or other disposition by any Sprint Group Member (other than a sale or disposition attributable to a default by Lessee and/or the exercise of remedies by Lessor or Sprint or its Affiliates under this Agreement) of any Leased Property, it being understood for these purposes that a sale or disposition that may be deemed to have occurred on the Effective Date is not a sale; (D) proceeds upon Lessee's exercise of the purchase option pursuant to Section 36 of this Agreement; (E) any costs and expenses of Lessor or Sprint (and any interest thereon) paid or reimbursed by Lessee pursuant to this Agreement; (F) income attributable to the reversion of Alterations made by Lessee to Lessor at the end of the Term; (Gv) amounts expressly identified as interest in under the Agreement and payable to Lessor or any Sprint Group MemberOperative Documents; (Hvi) any other amount to the extent such item of income results result in an equal and offsetting deductiondeduction of the same character in the same taxable year as the inclusion; and (Ivii) any income or gain from an acceleration of Rent or Pre-Lease Rent amounts accrued as a result of the expiration or termination of a ground lease “section 467 interest” with respect to a Site listed in paragraphs 9 through 15 of Section 4.5 “section 467 fixed rent” accrued but not yet paid pursuant to the terms of the Contributors Disclosure Letter (Facility Lease as defined in required by Section 467 of the Agreement to Lease Code and Sublease); andthe Regulations thereunder. (vf) the combined effective The federal and net state income Tax tax rate applicable to each Sprint Group Member the Owner Participant will be thirty35% and the fully-nine percent (39deductible state income tax rate applicable to the Owner Participant will be 3.077%) , resulting in a combined federal and state income tax rate of 37% (the "ASSUMED RATE"“Assumed Tax Rate”), comprised of thirty-five percent (35%) and the Owner Participant will always have sufficient taxable income for the assumed federal rate and four percent (4%) (which is net of federal income tax purposes to realize fully the income tax benefit of the Depreciation Deductions, Transaction Cost Deductions, Interest Deductions and the Section 467 Interest Deductions (collectively, the “Assumed Deductions”). (g) The Facility Lease will be a “true lease” for federal income tax purposes, under which the Owner Participant shall be treated as owner and lessor, and Midwest shall be treated as lessee, of the Facility for such purposes. (h) The Owner Participant will compute its federal taxable income on a calendar-year basis using the accrual method of accounting. (i) The Facility will be treated as placed in service by the Owner Participant on the Closing Date. (j) The Facility Lease will not be a “disqualified leaseback or long-term agreement” within the meaning of Section 467(b)(4) of the Code, and the Owner Participant will not be subject to application of Section 467(b)(2) of the Code with respect to Basic Lease Rent. (k) The Owner Lessor will be treated as a grantor trust under Sections 671-679 of the Code or otherwise disregarded, and the Owner Participant, as beneficial owner of the Owner Lessor, will be entitled and required to take into account, in computing its federal taxable income, all items of income, gain, loss, deduction and credit with respect to its interest in the Facility. (l) Basic Lease Rent, Renewal Lease Rent and all other gains, losses, income, deductions and credits under the Facility Lease or the transactions contemplated by the Operative Documents will be treated as U.S. source pursuant to Sections 861-865 of the Code. The Owner Participant and, to the extent required to file and Midwest will each file federal and state income tax returns in a manner consistent with the Tax benefitsAssumptions. If the Owner Participant shall suffer an Indemnified Tax Loss and shall have been (or is being) indemnified by EME for such Indemnified Tax Loss pursuant to the assumed state rateterms of this Agreement, then the Tax Assumptions set forth above, without further act of the parties hereto, shall thereupon be and be deemed to be amended, if and to the extent appropriate at the time of such Indemnified Tax Loss, to reflect such Indemnified Tax Loss. No private letter ruling will be sought from the Internal Revenue Service (the “IRS”) with respect to the availability of any of the Assumed Deductions. EME makes no representation or warranty as to the Tax Assumptions or with respect to the availability of any of the Assumed Deductions except as expressly set forth herein or in the other Operative Documents.

TAX ASSUMPTIONS. In entering into this Agreement The Basic Rent payable by Lessee and related documents, Net Economic Return have been computed on the Sprint Group has made basis of the following assumptions regarding the characterization of the transactions contemplated under this Agreement tax assumptions: (a) for federal Federal income tax purposes (the "TAX ASSUMPTIONS"): (i) for federal income tax purposes, this Agreement Trust Estate will be treated as a "true lease" with respect trust subject to all the provisions of Section 671 through 679 of the Leased PropertyCode, the members of the Sprint Group will be treated, directly or indirectly through one or more entities that are classified as partnerships or disregarded entities for federal income tax purposesand Owner Participant will, as the owners and sublessors owner of the Leased Propertyentire interest in the Trust Estate, take into account in computing its Federal income tax liability all items of income, loss, gain, deduction and credit (including the MACRS Deductions (as hereinafter defined)) of the Trust Estate; (b) the Lease will be treated as a true lease under which Owner Participant will be treated as owner and lessor and Lessee will be treated as lessee; (or, if Lessee is a disregarded entity c) for federal Federal income tax purposes, the entity treated as the owner including for purposes of Lessee for federal income tax purposes) as the lessee of the Leased Property; (ii) following the execution of this Agreement, the Sprint Group will be entitled to deduct, pursuant to Section 168(b) 861 of the Code, depreciation deductions with respect to the Sprint Group's adjusted tax basis all amounts includible in the Leased Property using the same depreciation method(s) as in effect immediately before the execution of this Agreement ("FEDERAL DEPRECIATION DEDUCTIONS"); (iii) prepaid Rent and Pre-Lease Rent with respect to each Site will be paid under a single lease subject to Section 467 of the Code and will be characterized in part as a loan under section 467 of the Code and Treasury Regulations issued under such section and the Sprint Group will be entitled to deduct interest attributable thereto with respect to each Site as set forth in Exhibit H; (iv) the only amounts that any Sprint Group Member will be required to include in gross income of Owner Participant, Lessor or the Trust Estate with respect to the transactions contemplated by this Agreement the Operative Documents and related documents all deductions and credits allowable to Owner Participant, Lessor or the Trust Estate with respect to the transactions contemplated by the Operative Documents will be treated as derived from, or allocable to, sources within the United States; (d) the Federal rate of tax on the taxable income of Lessor will be 34%; (e) Owner Participant, as the owner of the Facility Assets as of the Closing Date, will be entitled to such deductions, credits and other benefits as are provided by the Code to an owner of property, including (A) Rent and Preas to an amount (the "Seven-Lease Rent as it accrues as rent in accordance year Amount") equal to 92.988% of Lessor's Cost, deductions for cost recovery with respect to the terms of this Agreement and the application of Facility Assets under Section 467 168(b)(1) of the Code computed using a seven-year recovery period, the 200% declining-balance method (switching to straight-line) and Treasury Regulations issued under the half-year convention, resulting in deductions in an amount equal to 14.29% of the Seven-year Amount in the taxable year of Lessor that includes the Closing Date and 24.49%, l7.49%, 12.49%, 8.93%, 8.92%, 8.93% and 4.46% of the Seven-year Amount (such section and as set forth percentages to be calculated to more than two decimal places for purposes of determining the actual deductions) in Exhibit H its succeeding seven taxable years, respectively, (B) an to an amount (the "Nonresidential Real Property Amount") equal to 7.012% of Lessor's Cost, deductions for cost recovery with respect to each Site; the Facility under Section 168(b) of the Code computed using a 31.5-year recovery period, the straight-line method and the mid-month convention, resulting in deductions in an amount equal to 3.042% of the Nonresidential Real Property Amount in the taxable year of Lessor that includes the Closing Date, 3.175% in the succeeding thirty taxable years and 1.720% in the last taxable year (the deductions referred to in clauses (A) and (B) being hereinafter referred to as the "MACRS Deductions"); (f) neither Owner Participant, Lessor nor the Trust Estate will at any indemnity time be required for Federal income tax purposes to include in its gross income any amount with respect to the transactions contemplated by the Operative Documents other than (including i) payments of Basic Rent in the amounts specified herein accrued ratably over the six-month period preceding the date on which each such payment is required to be made; (ii) the amount of any gross uppayment of Stipulated Loss Value on the date such amount is paid under this Lease (but not earlier than the date an which such amount is required to be paid under this Lease); (iii) any amount paid to Lessor or Owner Participant and specifically identified as interest under the Operative Documents on the date such amount is paid; (iv) any amount paid to Lessor or Owner Participant under the Operative Documents, the calculation of which is specifically determined under the Operative Documents to include any amount necessary to hold Lessor or Owner Participant harmless against the income tax consequences of the receipt or accrual thereof; (v) any amount to the extent offset in the same taxable year of Lessee or Owner Participant in which such amount is included in income by a related deduction of the same tax character which deduction is not otherwise taken into account pursuant to this AgreementSection 9.01; (Cvi) any amounts paid or otherwise recognized payment by Lessee, of the purchase option price pursuant to a voluntary sale or other disposition by any Sprint Group Member (other than a sale or disposition attributable to a default by Lessee and/or the its exercise of remedies by Lessor or Sprint or its Affiliates under this Agreement) of any Leased Property, it being understood for these purposes that a sale or disposition that may be deemed to have occurred on the Effective Date is not a sale; (D) proceeds upon Lessee's exercise of the purchase option pursuant to Section 36 of this Agreement; (E) any costs and expenses of Lessor or Sprint (and any interest thereon) paid or reimbursed by Lessee pursuant to this Agreement; (F) income attributable to 4.02 on the reversion of Alterations made by Lessee to Lessor at the end of the Term; (G) amounts expressly identified as interest in the Agreement and payable to Lessor or any Sprint Group Member; (H) any other date such amount to the extent such item of income results in an equal and offsetting deductionis paid; and (Ivii) any income or gain from an acceleration of Rent or Prethe "good-Lease Rent as a result faith deposit" referred to in Section 6.01(c) of the expiration or termination Participation Agreement, if such good-faith deposit is retained by Owner Participant pursuant to clause (ii) of that Section 6.01(c); (g) Lessor's taxable year that includes the Closing Date will be a ground lease with respect to a Site listed in paragraphs 9 through 15 full taxable year consisting of Section 4.5 12 months and each taxable year of Lessor thereafter will be the Contributors Disclosure Letter (as defined in the Agreement to Lease and Sublease)calendar year ending December 31; and (vh) Owner Participant will be entitled for Federal income tax purposes to (A) deductions with respect to interest on the combined effective federal Loan Certificates in the amounts and net state income Tax rate at the times interest is stated to accrue on the Loan Certificates pursuant to Section 163 of the Code and to current deductions with respect to premium, if any, and all other amounts (except principal) paid or accrued on the Loan Certificates (such deductions hereinafter referred to as the "Interest Deductions") and (B) deductions with respect to the amortization of an amount equal to Transaction Expenses with respect to the Facility ratably over the Interim and Basic Terms (such deductions hereinafter referred to as the "Amortization Deductions"). For purposes of Section 9.01(e), the term "Lessor's Cost" does not include any Alterations financed by Lessor or Owner Participant. At the time of any such financing, the assumptions set forth in this Section 9.01 shall be revised to reflect the assumptions applicable to each Sprint Group Member will be thirty-nine percent (39%) (the "ASSUMED RATE"), comprised of thirty-five percent (35%) for the assumed federal rate and four percent (4%) (which is net of federal income Tax benefits) for the assumed state ratesuch Alterations.

TAX ASSUMPTIONS. In entering into this Agreement Sublease and related documents, the Sprint SBC Group has made the following assumptions regarding the characterization of the transactions contemplated under this Agreement hereunder for federal income tax purposes (the "TAX ASSUMPTIONSTax Assumptions"): (i) for federal income tax purposes, this Agreement the Sublease will be treated as a "true lease" with respect to all of the Leased Subleased Property, the members of the Sprint SBC Group will be treated, directly or indirectly through one or more entities that are classified as partnerships or disregarded entities for federal income tax purposes, as the owners and sublessors Sublessors of the Leased Subleased Property, and Lessee TowerCo will be treated (or, if Lessee is a disregarded entity for federal income tax purposes, the entity treated as the owner of Lessee for federal income tax purposes) as the lessee of the Leased Subleased Property; (ii) following the execution of this AgreementSublease, the Sprint SBC Group will be entitled to deduct, pursuant to Section 168(b) of the Code, depreciation deductions with respect to the Sprint Group's adjusted tax basis in the Leased Subleased Property using the same depreciation method(s) as in effect immediately before the execution of this Agreement Sublease ("FEDERAL DEPRECIATION DEDUCTIONSFederal Depreciation Deductions"); (iii) prepaid Rent and Pre-Lease Rent with respect to each Site will be paid under a single lease subject to Section 467 of the Code and will be characterized in part as a loan under section 467 of the Code and Treasury Regulations issued under such section thereunder and the Sprint SBC Group will be entitled to deduct interest attributable thereto with respect to each Site as set forth in Exhibit Hthereto; (iv) the only amounts that any Sprint SBC Group Member will be required to include in gross income with respect to the transactions contemplated by this Agreement Sublease and related documents will be (A) Rent and Pre-Lease Rent as it accrues as rent in accordance with the terms of this Agreement Sublease and the application of Section 467 of the Code and Treasury Regulations issued under such section and as set forth in Exhibit H with respect to each Sitethereunder; (B) any indemnity (including any gross up) pursuant to this AgreementSublease; (C) any amounts paid or otherwise recognized pursuant to a voluntary sale or other disposition by any Sprint SBC Group Member (other than a sale or disposition attributable to a default by Lessee TowerCo and/or the exercise of remedies by Lessor SBC or Sprint or its Affiliates any SBC Affiliate under this AgreementSublease) of any Leased Subleased Property, it being understood for these purposes that a sale or disposition that may be deemed to have occurred on the Effective Date is not a sale; and (D) proceeds upon LesseeTowerCo's exercise of the purchase option pursuant to Section 36 35 of this Agreement; (E) any costs and expenses of Lessor or Sprint (and any interest thereon) paid or reimbursed by Lessee pursuant to this Agreement; (F) income attributable to the reversion of Alterations made by Lessee to Lessor at the end of the Term; (G) amounts expressly identified as interest in the Agreement and payable to Lessor or any Sprint Group Member; (H) any other amount to the extent such item of income results in an equal and offsetting deduction; and (I) any income or gain from an acceleration of Rent or Pre-Lease Rent as a result of the expiration or termination of a ground lease with respect to a Site listed in paragraphs 9 through 15 of Section 4.5 of the Contributors Disclosure Letter (as defined in the Agreement to Lease and Sublease); and (v) the combined effective federal and net state income Tax rate applicable to each Sprint Group Member will be thirty-nine percent (39%) (the "ASSUMED RATE"), comprised of thirty-five percent (35%) for the assumed federal rate and four percent (4%) (which is net of federal income Tax benefits) for the assumed state rate.

TAX ASSUMPTIONS. In entering into this Agreement Lease and related documentsthe transactions contemplated hereby, the Sprint Group Lessor has made the following tax assumptions regarding the characterization for each Item of the transactions contemplated under this Agreement for federal income tax purposes Equipment (the "TAX ASSUMPTIONSTax Assumptions"): ): (i) for federal income tax purposes, this Agreement will be treated as a "true lease" with respect to all of the Leased Property, the members of the Sprint Group will be treated, directly or indirectly through one or more entities that are classified as partnerships or disregarded entities for federal income tax purposes, as the owners and sublessors of the Leased Property, and Lessee will be treated (or, if Lessee is a disregarded entity for federal income tax purposes, the entity treated as the owner of Lessee for federal income tax purposes) as the lessee of the Leased Property; (ii) following the execution of this Agreement, the Sprint Group Lessor will be entitled to deduct, pursuant to the benefit of depreciation deductions for Federal income tax purposes under the Accelerated Cost Recovery System provided for in Section 168(b168 of the Code and depreciation deductions for state income tax purposes for Lessor's Home State (hereinafter defined) based upon one hundred percent (100%) of the CodeAcquisition Cost of each such Item of Equipment, depreciation deductions with respect to the Sprint Group's adjusted tax basis commencing in the Leased Property using calendar year in which the same Acceptance Date for each such Item of Equipment occurs, and on the basis that each Item of Equipment shall have the applicable recovery period and property classification, and that Lessor shall be entitled to use the method of depreciation method(sand depreciation convention, specified on the Tax Schedule (hereinafter defined) as in effect immediately before attached to and made a part of the execution of this Agreement Related Exhibit A for such Item (the "FEDERAL DEPRECIATION DEDUCTIONSDepreciation Deduction"); ; (ii) [intentionally omitted]; and (iii) prepaid Rent and Pre-Lease Rent for each year of the Term, with respect to each Site Item of Equipment, including any year in which a Tax Loss (hereinafter defined) occurs, Lessor will be paid under a single lease subject to Section 467 tax as follows: (a) for each such year up to and including the year in which such Tax Loss occurs, at a composite Federal and state corporate income tax rate that is equal to the highest marginal rate for corporations provided for under the Code and the laws of Lessor's Home State (the "Highest Composite Marginal Tax Rate") and that is actually in effect for each such year, and (b) for each such year following the year in which such Tax Loss occurs, at a composite Federal and state corporate income tax rate that is equal to the Highest Composite Marginal Tax Rate actually in effect in the year in which such Tax Loss occurs and which, under the provisions of the Code and will the laws of Lessor's Home State then in effect, is to be characterized in part as a loan under section 467 of the Code and Treasury Regulations issued under such section and the Sprint Group will be entitled to deduct interest attributable thereto with respect to each Site as set forth in Exhibit H; (iv) the only amounts that any Sprint Group Member will be required to include in gross income with respect to the transactions contemplated by this Agreement and related documents will be (A) Rent and Pre-Lease Rent as it accrues as rent in accordance with the terms of this Agreement and the application of Section 467 of the Code and Treasury Regulations issued under such section and as set forth in Exhibit H with respect to each Site; (B) any indemnity (including any gross up) pursuant to this Agreement; (C) any amounts paid or otherwise recognized pursuant to a voluntary sale or other disposition by any Sprint Group Member (other than a sale or disposition attributable to a default by Lessee and/or the exercise of remedies by Lessor or Sprint or its Affiliates under this Agreement) of any Leased Property, it being understood for these purposes that a sale or disposition that may be deemed to have occurred on the Effective Date is not a sale; (D) proceeds upon Lessee's exercise of the purchase option pursuant to Section 36 of this Agreement; (E) any costs and expenses of Lessor or Sprint (and any interest thereon) paid or reimbursed by Lessee pursuant to this Agreement; (F) income attributable to the reversion of Alterations made by Lessee to Lessor at the end of the Term; (G) amounts expressly identified as interest in the Agreement and payable to Lessor or any Sprint Group Member; (H) any other amount to the extent such item of income results in an equal and offsetting deduction; and (I) any income or gain from an acceleration of Rent or Pre-Lease Rent as a result of the expiration or termination of a ground lease with respect to a Site listed in paragraphs 9 through 15 of Section 4.5 of the Contributors Disclosure Letter (as defined in the Agreement to Lease and Sublease); and (v) the combined effective federal and net state income Tax rate applicable to each Sprint Group Member will be thirty-nine percent (39%) (such following year. As used herein the term "ASSUMED RATELessor's Home State" means the state specified as such on any Tax Schedule, and the term "), comprised Tax Schedule" means the schedule of thirty-five percent (35%) for the assumed federal rate tax assumptions attached to and four percent (4%) (which is net made a part of federal income Tax benefits) for the assumed state rate.each Related Exhibit A.

TAX ASSUMPTIONS. In entering into this Agreement and related documents, the Sprint T-Mobile Group has made the following assumptions regarding the characterization of the transactions contemplated under this Agreement for federal income tax Tax purposes (the "TAX ASSUMPTIONS"“Tax Assumptions”): (iA) for For federal income tax Tax purposes, this Agreement will shall be treated as a "“true lease" ” with respect to all of the Leased Included Property, the members of the Sprint T-Mobile Group will shall be treated, directly or indirectly through one or more entities that are classified as partnerships or disregarded entities for federal income tax Tax purposes, as the owners and sublessors of the Leased Included Property, and Lessee will Tower Operator shall be treated (or, if Lessee Tower Operator is a disregarded entity for federal income tax Tax purposes, the entity treated as the owner of Lessee Tower Operator for federal income tax Tax purposes) as the lessee of the Leased Included Property; (iiB) following Following the execution of this Agreement, the Sprint T-Mobile Group will shall be entitled to deduct, pursuant to Section 168(b) of the Code, depreciation deductions with respect to the Sprint T-Mobile Group's ’s adjusted tax Tax basis in the Leased Included Property using the same depreciation method(s) as in effect immediately before the execution of this Agreement ("FEDERAL DEPRECIATION DEDUCTIONS"“Federal Depreciation Deductions”); (iiiC) prepaid Prepaid Rent and Pre-Lease Rent with respect to each Site will shall be paid under a single lease subject to Section 467 of the Code and will shall be characterized in part as a loan under section Section 467 of the Code and Treasury Regulations issued under such section and the Sprint T-Mobile Group will shall be entitled to deduct interest attributable thereto with respect to each Site as set forth in Exhibit H;D; and (ivD) the The only amounts that any Sprint T-Mobile Group Member will shall be required to include in gross income with respect to the transactions contemplated by this Agreement and related documents will shall be (A1) Rent and Pre-Lease Rent as it accrues as rent in accordance with the terms of this Agreement and the application of Section 467 of the Code and Treasury Regulations issued under such section and as set forth in Exhibit H D with respect to each Site; (B2) any indemnity (including any gross up) pursuant to this Agreement; (C3) any amounts paid or otherwise recognized pursuant to a voluntary sale or other disposition by any Sprint T-Mobile Group Member (other than a sale or disposition attributable to a default by Lessee and/or Tower Operator or the exercise of remedies by any T-Mobile Lessor or Sprint T-Mobile or its Affiliates under this Agreement) of any Leased Included Property, it being understood for these purposes that a sale or disposition that may be deemed to have occurred on the Effective Date is not a sale; (D4) proceeds upon Lessee's Tower Operator’s exercise of the purchase option Purchase Option pursuant to Section 36 of this Agreement20; (E5) any costs and expenses of any T-Mobile Lessor or Sprint T-Mobile (and any interest thereon) paid or reimbursed by Lessee Tower Operator pursuant to this Agreement; (F6) income attributable to the reversion of Alterations Modifications made by Lessee Tower Operator to any T-Mobile Lessor at the end of the Term; (G7) amounts expressly identified as interest in the Agreement and payable to any T-Mobile Lessor or any Sprint T-Mobile Group Member; and (H) 8) any other amount to the extent such item of income results in an equal and offsetting deduction; and (I) any income or gain from an acceleration of Rent or Pre-Lease Rent as a result of the expiration or termination of a ground lease with respect to a Site listed in paragraphs 9 through 15 of Section 4.5 of the Contributors Disclosure Letter (as defined deduction in the Agreement to Lease and Sublease); and (v) the combined effective federal and net state income Tax rate applicable to each Sprint Group Member will be thirty-nine percent (39%) (the "ASSUMED RATE"), comprised of thirty-five percent (35%) for the assumed federal rate and four percent (4%) (which is net of federal income Tax benefits) for the assumed state ratesame taxable year.

TAX ASSUMPTIONS. In entering Old Dominion acknowledges that the Owner Participant entered into this Agreement and related documentsthe transactions contemplated by the Operative Documents on the basis of certain income tax assumptions, the Sprint Group has made including, among others, the following assumptions regarding the characterization of the transactions contemplated under this Agreement for federal federal, state and local income tax purposes (the "TAX ASSUMPTIONSTax Assumptions"): (ia) for federal income tax purposes, this Agreement The Head Agreements will be treated as a "true lease" with respect to all current sale of the Leased Property, Undivided Interest by Old Dominion to the members of Exchangor and the Sprint Group will be treated, directly or indirectly through one or more entities that are classified as partnerships or disregarded entities for federal income tax purposes, as the owners and sublessors of the Leased Property, and Lessee Undivided Interest Consideration will be treated as the proceeds of such sale and the purchase price for the Undivided Interest. (or, if Lessee is a disregarded entity for federal income tax purposesb) The Operating Agreements will be "true leases", the entity Owner Participant will be treated as the purchaser, owner and lessor of Lessee for federal income tax purposes) the Undivided Interest and Old Dominion will be treated as the lessee thereof. (c) The obligations evidenced by the Loans will constitute indebtedness of the Leased Property; (ii) following Facility Owner, and the execution of this Agreement, the Sprint Group Owner Participant will be entitled to deduct, pursuant to Section 168(bcurrent deductions under section 163 of the Code for interest accrued thereon (the "Interest Deductions"). (d) The Undivided Interest will be treated as "tax-exempt use property" as defined in section 168 of the Code, depreciation deductions with respect to the Sprint Group. (e) The Owner Participant's adjusted tax basis in the Leased Property using Undivided Interest on the same depreciation method(s) as in effect immediately before the execution of this Agreement ("FEDERAL DEPRECIATION DEDUCTIONS"); (iii) prepaid Rent and Pre-Lease Rent with respect to each Site Closing Date will be paid under a single lease subject determined pursuant to Section 467 section 1031 of the Code and will be characterized equal to the excess of the Undivided Interest Consideration over the amount (the "Exchange Gain") as of the date hereof between EPC Corporation and Old Dominion; the Owner Participant will be entitled to cost recovery deductions in part respect of each tax basis beginning in the taxable year of the Owner Participant that includes the Closing Date under section 168(g)(2) of the Code on a straight-line basis using a "half-year" convention (or the "mid-month convension" in the case of caluse (iii)) and a recovery period equal to (i) 125% of the Term [in the case of the portion of the Undivided Interest which constitutes ADR "electric utility steam production plant" assets, (ii) 30 years in the case of the portion of the Undivided Interest which constitutes ADR "electric utility transmission and distribution plant" assets and (iii) 40 years in the case of the portion of the Undivided Interest which constitutes non-residential real property under section 168 of the Code (the "Depreciation Deductions"); and such tax basis will be allocated among such asset depreciation clauses in the same proportion as the Undivided Interest Consideration is allocated in the Appraisal. (f) The Owner Participant will be entitled to amortize the Transaction Costs paid by it attributable to (i) the Operating Agreements on a loan straight-line basis over the Term and (ii) the Loans on a straight-line basis over the term of the Loans (collectively, the "Amortization Deductions"). (g) The Owner Participant's marginal federal income tax rate at all times during the Term will be 35% and its combined effective federal, state and local tax rate will be 36.3% (the "Effective Rate") and the Owner Participant will always have sufficient taxable income to utilize the Interest Deductions, Depreciation Deductions and Amortization Deductions. (h) The Owner Participant's accrual of Basic Payments will not be computed by reference to, and Owner Participant will not be subject to the application of, section 467(b)(2) of the Code, and the Owner Participant's accrual of Basic Payments will not be required to be computed under the "proportional rent" or "constant rent" rules of the proposed regulations promulgated under section 467 of the Code, published June 3, 1996, or of any successor proposed, temporary or final regulations under section 467 of the Code and Treasury Regulations issued under such section and during the Sprint Group will be entitled to deduct interest attributable thereto with respect to each Site as set forth in Exhibit H;Term. (ivi) The Basic Payments and all other amounts received under the only amounts that any Sprint Group Member will be required to include in gross income Operating Agreements or with respect to the transactions contemplated by this Agreement the Operative Documents and related documents the Interest Deductions, Amortization Deductions and Depreciation Deductions will be treated as income or deductions, as applicable, derived from, or allocable to, sources within the United States pursuant to section 861 of the Code. (Aj) Rent The Undivided Interest will be treated as "placed in service" by the Owner Participant within the meaning of section 168 of the Code on the Closing Date. (k) The Facility Owner will be treated as a grantor trust, and Pre-Lease Rent the Owner Participant, as it accrues as rent owner of the Facility Owner, will be entitled and required to take into account, in accordance computing its taxable income, all items of income, gain, loss or deduction with respect to the Undivided Interest. (l) As a result of entering into or in connection with the performance of the transactions contemplated by the Operative Documents, the Owner Participant will not be required to include any amount in gross income other than (i) Basic Payments in the amounts and at the times such payments are accrued (with respect to payments in arrears) or at the time such payments are made (with respect to payments in advance) pursuant to the terms of this Agreement the Operating Agreements, (ii) gain upon the receipt of Termination Value (or other amounts based on Termination Value) on the date such amount is determined to be paid and in the application of Section 467 amount equal to the excess of the Code and Treasury Regulations issued under payment over the Owner Participant's adjusted basis in the Undivided Interest or the relevant portion thereof, (iii) gain upon the receipt of the Purchase Option Price at the time such section and as set forth in Exhibit H with respect payment is required to each Site; be made, (Biv) any indemnity (including any gross up) pursuant amount payable to this Agreement; (C) any amounts paid or otherwise recognized pursuant to a voluntary sale or other disposition by any Sprint Group Member (other than a sale or disposition attributable to a default by Lessee and/or the exercise of remedies by Lessor or Sprint or its Affiliates under this Agreement) of any Leased Property, it being understood for these purposes that a sale or disposition that may be deemed to have occurred Owner Participant on an After-Tax Basis on the Effective Date date such amount is not a sale; payable, (D) proceeds upon Lessee's exercise of the purchase option pursuant to Section 36 of this Agreement; (E) any costs and expenses of Lessor or Sprint (and any interest thereon) paid or reimbursed by Lessee pursuant to this Agreement; (F) income attributable to the reversion of Alterations made by Lessee to Lessor at the end of the Term; (G) amounts expressly identified as interest in the Agreement and payable to Lessor or any Sprint Group Member; (Hv) any other amount to the extent such item of income it results in an equal and offsetting deduction; deduction of the same (other than the Depreciation Deductions, the Amortization Deductions or the Interest Deductions) character in the same taxable year as the inclusion and (Ivi) any income amounts expressly identified as interest under the Operative Documents at the time received. (m) The Owner Participant will be treated as having acquired the Undivided Interest in exchange for (i) certain other property, (ii) the assumption (or taking subject to) indebtedness equal to the amounts advanced pursuant to the Loans, and (iii) cash, pursuant to a transaction qualified for non-recognition of gain from an acceleration of Rent or Pre-Lease Rent as a result under section 1031 of the expiration Code and will be entitled to non-recognition of the Exchange Gain on such exchange property (the "Exchange Non-Recognition"). Old Dominion does not make any representation, warranty or termination of a ground lease covenant with respect to a Site listed in paragraphs 9 through 15 of Section 4.5 any of the Contributors Disclosure Letter foregoing assumptions (except to the extent set forth in Section 3 hereof). Except as expressly provided herein, Old Dominion has no obligation to indemnify the Owner Participant by reason of any of the above assumptions proving to be incorrect. If the Owner Participant shall suffer a Loss (as such term is defined in Section 4 below) with respect to which Old Dominion is required to pay an indemnity hereunder or in the Agreement event of any rental adjustment under Section 3.4 of the Operating Agreements involving a change in the Tax Assumptions, then the Tax Assumptions, without further act of the parties hereto, shall thereafter be and be deemed to Lease be amended, if and Sublease); and (v) to the combined effective federal and net state income extent appropriate, to reflect such Loss or change in Tax rate applicable to each Sprint Group Member will be thirty-nine percent (39%) (the "ASSUMED RATE"), comprised of thirty-five percent (35%) for the assumed federal rate and four percent (4%) (which is net of federal income Tax benefits) for the assumed state rateAssumptions.

TAX ASSUMPTIONS. In entering into this Agreement The Owner Participant and related documents, the Sprint Group has made Facility Lessee acknowledge that the Periodic Lease Rent and Termination Values under the Facility Lease and the Owner Participant's Expected Return have been calculated based upon the following income tax assumptions regarding (the characterization of the transactions contemplated under this Agreement "Tax Assumptions") for United States federal income tax purposes purposes: (a) on the "TAX ASSUMPTIONS"):Closing Date: (i) for federal income tax purposes, the percentage of the Purchase Price indicated on Appendix A of this Agreement will be treated as a "true lease" with respect attributable to all property at the Facility that constitutes 15-year property under Section 168(e) of the Leased PropertyCode and be entitled to 15-year, 150 percent declining balance method (switching to the members of straight-line method when most favorable) depreciation deductions, utilizing the Sprint Group will be treatedhalf-year convention and a zero salvage value, directly or indirectly through one or more entities that are classified as partnerships or disregarded entities for federal income tax purposes, as under the owners and sublessors of MACRS (the Leased Property, and Lessee will be treated (or, if Lessee is a disregarded entity for federal income tax purposes, the entity treated as the owner of Lessee for federal income tax purposes) as the lessee of the Leased Property"15-Year MACRS Deductions"); (ii) following the execution percentage of the Purchase Price indicated on Appendix A of this AgreementAgreement will be attributable to property at the Facility that constitutes 20-year property under Section 168(e) of the Code and be entitled Conemaugh Tax Indemnity Agreement to 20-year, 150 percent declining balance method (switching to the Sprint Group straight-line method when most favorable) depreciation deductions, utilizing the half-year convention and a zero salvage value, under the MACRS (the "20-Year MACRS Deductions"); and (iii) the percentage of the Purchase Price indicated on Appendix A of this Agreement will be attributable to property at the Facility that constitutes non-residential real property under Section 168(e) of the Code and be entitled to 39 year straight line method of depreciation using a mid-month convention and zero salvage value, under the MACRS (the "39-Year MACRS Deductions"). The 15-Year MACRS Deductions, 20-Year MACRS Deductions and 39-Year MACRS Deductions are referred to collectively as the "Depreciation Deductions." (b) Transaction Costs will be amortizable under the Code on a straight-line basis over the Basic Lease Term (the "Transaction Cost Deductions"). (c) The Loans will constitute loans made to the Owner Lessor, and all interest accrued with respect to advances thereunder will be deductible, as accrued in accordance with their terms pursuant to section 163 of the Code (the "Interest Deductions"). (d) The Owner Participant will be entitled to deduct, pursuant to current deductions of amounts paid as "Section 168(b) of the Code, depreciation deductions 467 Interest" with respect to any "Section 467 Loan" to the Sprint Group's adjusted tax basis in Owner Participant pursuant to the Leased Property using terms of the same depreciation method(s) Facility Lease as in effect immediately before the execution of this Agreement ("FEDERAL DEPRECIATION DEDUCTIONS"); (iii) prepaid Rent and Pre-Lease Rent with respect to each Site will be paid under a single lease subject to required by Section 467 of the Code and will be characterized in part as a loan under section 467 of the Code and Treasury Regulations issued under such section and the Sprint Group will be entitled to deduct interest attributable thereto with respect to each Site as set forth in Exhibit H; (iv) the only amounts that any Sprint Group Member will be required to include in gross income with respect to the transactions contemplated by this Agreement and related documents will be (A) Rent and Pre-Lease Rent as it accrues as rent in accordance with the terms of this Agreement and the application of Section 467 of the Code and Treasury Regulations issued under such section and as set forth in Exhibit H with respect to each Site; (B) any indemnity (including any gross up) pursuant to this Agreement; (C) any amounts paid or otherwise recognized pursuant to a voluntary sale or other disposition by any Sprint Group Member (other than a sale or disposition attributable to a default by Lessee and/or the exercise of remedies by Lessor or Sprint or its Affiliates under this Agreement) of any Leased Property, it being understood for these purposes that a sale or disposition that may be deemed to have occurred on the Effective Date is not a sale; (D) proceeds upon Lessee's exercise of the purchase option pursuant to Section 36 of this Agreement; (E) any costs and expenses of Lessor or Sprint (and any interest thereon) paid or reimbursed by Lessee pursuant to this Agreement; (F) income attributable to the reversion of Alterations made by Lessee to Lessor at the end of the Term; (G) amounts expressly identified as interest in the Agreement and payable to Lessor or any Sprint Group Member; (H) any other amount to the extent such item of income results in an equal and offsetting deduction; and (I) any income or gain from an acceleration of Rent or Pre-Lease Rent as a result of the expiration or termination of a ground lease with respect to a Site listed in paragraphs 9 through 15 of Section 4.5 of the Contributors Disclosure Letter (as defined in the Agreement to Lease and Sublease); and (v) the combined effective federal and net state income Tax rate applicable to each Sprint Group Member will be thirty-nine percent (39%) thereunder (the "ASSUMED RATESection 467 Interest Deductions"), comprised of thirty-five percent (35%) for the assumed federal rate and four percent (4%) (which is net of federal income Tax benefits) for the assumed state rate.

TAX ASSUMPTIONS. In entering Old Dominion acknowledges that the Owner Participant entered into this Agreement and related documentsthe transactions contemplated by the Operative Documents on the basis of certain income tax assumptions, the Sprint Group has made including, among others, the following assumptions regarding the characterization of the transactions contemplated under this Agreement for federal income tax purposes (the "TAX ASSUMPTIONSTax Assumptions"): (ia) for federal income tax purposes, this Agreement The Head Lease will be treated as a current sale of the Undivided Interest by Old Dominion to the Owner Trustee and the Basic Head Lease Rent will be treated as the purchase price for such sale. (b) The Operating Lease will be a "true lease", the Owner Participant will be treated as the purchaser, owner and lessor of the Undivided Interest and Old Dominion will be treated as the lessee thereof. (c) The obligations evidenced by the Loans will constitute indebtedness of the Owner Trustee, and the Owner Participant will be entitled to current deductions under section 163 of the Code for interest accrued thereon (the "Interest Deductions"). (d) The Undivided Interest will be treated as "tax-exempt use property" with respect as defined in section 168 of the Code. (e) The Owner Participant's tax basis in the Undivided Interest on the Closing Date will be equal to the Undivided Interest Cost, and the Owner Participant will be entitled to cost recovery deductions beginning in the taxable year of the Owner Participant that includes the Closing Date under section 168(g)(2) of the Code on a straight-line basis using a "half-year" convention and a recovery period equal to (i) 125% of the combined Interim Term and Basic Term in the case of the portion of the Undivided Interest which constitutes ADR "electric utility steam production plant" assets, (ii) 30 years in the case of the portion of the Undivided Interest which constitutes ADR "electric utility transmission and distribution plant" assets and (iii) 40 years in the case of the portion of the Undivided Interest which constitutes non-residential real property under section 168 of the Code (the "Depreciation Deductions"). (f) The Owner Participant will be entitled to amortize the Transaction Costs paid by it attributable to (i) the Operating Lease on a straight-line basis over the combined Interim Term and Basic Term and (ii) the Loans on a straight-line basis over the term of the Loans (collectively, the "Amortization Deductions"). (g) The Owner Participant's marginal federal income tax rate at all times during the Term will be 35% and its combined effective federal, state and local tax rate will be 36.7875% (the "Effective Rate"); the Effective Rate will be applicable to all items of income and deduction of the Leased Property, the members of the Sprint Group will be treated, directly or indirectly through one or more entities that are classified as partnerships or disregarded entities Owner Participant for federal income tax purposes, as purposes attributable to the owners and sublessors of transactions contemplated by the Leased Property, and Lessee will be treated (or, if Lessee is a disregarded entity for federal income tax purposesOperative Documents; and, the entity treated as Owner Participant will always have sufficient taxable income to utilize the owner of Lessee for federal income tax purposes) as the lessee of the Leased Property;Interest Deductions, Depreciation Deductions and Amortization Deductions. (iih) following the execution The Owner Participant's accrual of this Agreement, the Sprint Group Basic Rent will not be entitled computed by reference to deduct, pursuant to Section 168(bsection 467(b)(2) of the Code, depreciation deductions with respect to the Sprint Group's adjusted tax basis in the Leased Property using the same depreciation method(s) as in effect immediately before the execution of this Agreement ("FEDERAL DEPRECIATION DEDUCTIONS");. (iiii) prepaid The Basic Rent and Pre-all other amounts received under the Operating Lease Rent with respect to each Site will be paid under a single lease subject to Section 467 of the Code and will be characterized in part as a loan under section 467 of the Code and Treasury Regulations issued under such section and the Sprint Group will be entitled to deduct interest attributable thereto with respect to each Site as set forth in Exhibit H; (iv) the only amounts that any Sprint Group Member will be required to include in gross income or with respect to the transactions contemplated by this Agreement the Operative Documents and related documents the Interest Deductions, Amortization Deductions and Depreciation Deductions will be treated as derived from, or allocable to, sources within the United States pursuant to section 861 of the Code. (Aj) The Undivided Interest will be treated as "placed in service" by the Owner Participant within the meaning of section 168 of the Code on the Closing Date. (k) As a result of entering into the transactions contemplated by the Operative Documents, the Owner Participant will not be required to include any amount in gross income other than (i) Basic Rent in the amounts and Pre-Lease Rent as it accrues as rent in accordance with at the times such payments are accrued pursuant to the terms of this Agreement the Operating Lease, (ii) gain upon the receipt of Termination Value (or other amounts based on Termination Value) on the date such amount is determined to be paid and in the application of Section 467 amount equal to the excess of the Code and Treasury Regulations issued under payment over the Owner Participant's adjusted basis in the Undivided Interest or the relevant portion thereof, (iii) gain upon the receipt of the Purchase Option Price at the time such section and as set forth in Exhibit H with respect payment is required to each Site; be made, (Biv) any indemnity (including any gross up) pursuant amount payable to this Agreement; (C) any amounts paid or otherwise recognized pursuant to a voluntary sale or other disposition by any Sprint Group Member (other than a sale or disposition attributable to a default by Lessee and/or the exercise of remedies by Lessor or Sprint or its Affiliates under this Agreement) of any Leased Property, it being understood for these purposes that a sale or disposition that may be deemed to have occurred Owner Participant on an After-Tax Basis on the Effective Date date such amount is not a sale; payable, (D) proceeds upon Lessee's exercise of the purchase option pursuant to Section 36 of this Agreement; (E) any costs and expenses of Lessor or Sprint (and any interest thereon) paid or reimbursed by Lessee pursuant to this Agreement; (F) income attributable to the reversion of Alterations made by Lessee to Lessor at the end of the Term; (G) amounts expressly identified as interest in the Agreement and payable to Lessor or any Sprint Group Member; (Hv) any other amount to the extent such item of income it results in an equal and offsetting deduction; deduction of the same character in the same taxable year as the inclusion and (Ivi) any income or gain from an acceleration amounts identified as interest under the Operative Documents. (l) The Trust created for the benefit of Rent or Pre-Lease Rent the Owner Participant will be treated as a result grantor trust, and the Owner Participant, as owner of the expiration Trust, will be entitled and required to take into account, in computing its federal taxable income, all items of income, gain, loss or termination of a ground lease deduction with respect to a Site listed in paragraphs 9 through 15 of Section 4.5 the Undivided Interest. Old Dominion does not make any representation, warranty or covenant with respect to any of the Contributors Disclosure Letter foregoing assumptions (except to the extent set forth in Section 3 hereof). Except as expressly provided herein, Old Dominion has no obligation to indemnify the Owner Participant by reason of any of the above assumptions proving to be incorrect. If the Owner Participant shall suffer a Loss (as such term is defined in Section 4 below) with respect to which Old Dominion is required to pay an indemnity hereunder or in the Agreement event of any rental adjustment under Section 3.4 of the Operating Lease involving a change in the Tax Assumptions, then the Tax Assumptions, without further act of the parties hereto, shall thereafter be and be deemed to Lease be amended, if and Sublease); and (v) to the combined effective federal and net state income extent appropriate, to reflect such Loss or change in Tax rate applicable to each Sprint Group Member will be thirty-nine percent (39%) (the "ASSUMED RATE"), comprised of thirty-five percent (35%) for the assumed federal rate and four percent (4%) (which is net of federal income Tax benefits) for the assumed state rateAssumptions.

TAX ASSUMPTIONS. In entering into this Agreement and related documents, the Sprint T-Mobile Group has made the following assumptions regarding the characterization of the transactions contemplated under this Agreement for federal income tax Tax purposes (the "TAX ASSUMPTIONS"“Tax Assumptions”): (iA) for For federal income tax Tax purposes, this Agreement will shall be treated as a "“true lease" ” with respect to all of the Leased Included Property, the members of the Sprint T-Mobile Group will shall be treated, directly or indirectly through one or more entities that are classified as partnerships or disregarded entities for federal income tax Tax purposes, as the owners and sublessors of the Leased Included Property, and Lessee will Tower Operator shall be treated (or, if Lessee Tower Operator is a disregarded entity for federal income tax Tax purposes, the entity treated as the owner of Lessee Tower Operator for federal income tax Tax purposes) as the lessee of the Leased Included Property; (iiB) following Following the execution of this Agreement, the Sprint T-Mobile Group will shall be entitled to deduct, pursuant to Section 168(b) of the Code, depreciation deductions with respect to the Sprint T-Mobile Group's adjusted tax Tax basis in the Leased Included Property using the same depreciation method(s) as in effect immediately before the execution of this Agreement ("FEDERAL DEPRECIATION DEDUCTIONS"“Federal Depreciation Deductions”); (iiiC) prepaid Prepaid Rent and Pre-Lease Rent with respect to each Site will shall be paid under a single lease subject to Section 467 of the Code and will shall be characterized in part as a loan under section Section 467 of the Code and Treasury Regulations issued under such section and the Sprint T-Mobile Group will shall be entitled to deduct interest attributable thereto with respect to each Site as set forth in Exhibit H;D; and (ivD) the The only amounts that any Sprint T-Mobile Group Member will shall be required to include in gross income with respect to the transactions contemplated by this Agreement and related documents will shall be (A1) Rent and Pre-Lease Rent as it accrues as rent in accordance with the terms of this Agreement and the application of Section 467 of the Code and Treasury Regulations issued under such section and as set forth in Exhibit H D with respect to each Site; (B2) any indemnity (including any gross up) pursuant to this Agreement; (C3) any amounts paid or otherwise recognized pursuant to a voluntary sale or other disposition by any Sprint T-Mobile Group Member (other than a sale or disposition attributable to a default by Lessee and/or Tower Operator or the exercise of remedies by any T-Mobile Lessor or Sprint T-Mobile or its Affiliates under this Agreement) of any Leased Included Property, it being understood for these purposes that a sale or disposition that may be deemed to have occurred on the Effective Date is not a sale; (D4) proceeds upon LesseeTower Operator's exercise of the purchase option Purchase Option pursuant to Section 36 of this Agreement20; (E5) any costs and expenses of any T-Mobile Lessor or Sprint T-Mobile (and any interest thereon) paid or reimbursed by Lessee Tower Operator pursuant to this Agreement; (F6) income attributable to the reversion of Alterations Modifications made by Lessee Tower Operator to any T-Mobile Lessor at the end of the Term; (G7) amounts expressly identified as interest in the Agreement and payable to any T-Mobile Lessor or any Sprint T-Mobile Group Member; and (H) 8) any other amount to the extent such item of income results in an equal and offsetting deduction; and (I) any income or gain from an acceleration of Rent or Pre-Lease Rent as a result of the expiration or termination of a ground lease with respect to a Site listed in paragraphs 9 through 15 of Section 4.5 of the Contributors Disclosure Letter (as defined deduction in the Agreement to Lease and Sublease); and (v) the combined effective federal and net state income Tax rate applicable to each Sprint Group Member will be thirty-nine percent (39%) (the "ASSUMED RATE"), comprised of thirty-five percent (35%) for the assumed federal rate and four percent (4%) (which is net of federal income Tax benefits) for the assumed state ratesame taxable year.

TAX ASSUMPTIONS. In entering into this Agreement and related documents, the Sprint Group has made the following assumptions regarding the characterization of the transactions contemplated under this Agreement for federal income tax purposes (the "TAX ASSUMPTIONSTax Assumptions"): (i) for federal income tax purposes, this Agreement will be treated as a "true lease" with respect to all of the Leased Property, the members of the Sprint Group will be treated, directly or indirectly through one or more entities that are classified as partnerships or disregarded entities for federal income tax purposes, as the owners and sublessors of the Leased Property, and Lessee will be treated (or, if Lessee is a disregarded entity for federal income tax purposes, the entity treated as the owner of Lessee for federal income tax purposes) as the lessee of the Leased Property; (ii) following the execution of this Agreement, the Sprint Group will be entitled to deduct, pursuant to Section 168(b) of the Code, depreciation deductions with respect to the Sprint Group's adjusted tax basis in the Leased Property using the same depreciation method(s) as in effect immediately before the execution of this Agreement ("FEDERAL DEPRECIATION DEDUCTIONSFederal Depreciation Deductions"); (iii) prepaid Rent and Pre-Lease Rent with respect to each Site will be paid under a single lease subject to Section 467 of the Code and will be characterized in part as a loan under section 467 of the Code and Treasury Regulations issued under such section and the Sprint Group will be entitled to deduct interest attributable thereto with respect to each Site as set forth in Exhibit H; (iv) the only amounts that any Sprint Group Member will be required to include in gross income with respect to the transactions contemplated by this Agreement and related documents will be (A) Rent and Pre-Lease Rent as it accrues as rent in accordance with the terms of this Agreement and the application of Section 467 of the Code and Treasury Regulations issued under such section and as set forth in Exhibit H with respect to each Site; (B) any indemnity (including any gross up) pursuant to this Agreement; (C) any amounts paid or otherwise recognized pursuant to a voluntary sale or other disposition by any Sprint Group Member (other than a sale or disposition attributable to a default by Lessee and/or the exercise of remedies by Lessor or Sprint or its Affiliates under this Agreement) of any Leased Property, it being understood for these purposes that a sale or disposition that may be deemed to have occurred on the Effective Date is not a sale; (D) proceeds upon Lessee's exercise of the purchase option pursuant to Section 36 of this Agreement; (E) any costs and expenses of Lessor or Sprint (and any interest thereon) paid or reimbursed by Lessee pursuant to this Agreement; (F) income attributable to the reversion of Alterations made by Lessee to Lessor at the end of the Term; (G) amounts expressly identified as interest in the Agreement and payable to Lessor or any Sprint Group Member; (H) any other amount to the extent such item of income results in an equal and offsetting deduction; and (I) any income or gain from an acceleration of Rent or Pre-Lease Rent as a result of the expiration or termination of a ground lease with respect to a Site listed in paragraphs 9 through 15 of Section 4.5 of the Contributors Disclosure Letter (as defined in the Agreement to Lease and Sublease); and (v) the combined effective federal and net state income Tax rate applicable to each Sprint Group Member will be thirty-nine percent (39%) (the "ASSUMED RATEAssumed Rate"), comprised of thirty-five percent (35%) for the assumed federal rate and four percent (4%) (which is net of federal income Tax benefits) for the assumed state rate.

TAX ASSUMPTIONS. In entering into this Agreement The Owner Participant and related documents, EME acknowledge that the Sprint Group has made Basic Lease Rent and Termination Values under the Facility Lease and the Owner Participant’s Expected Return have been calculated based upon the following income tax assumptions regarding (the characterization of the transactions contemplated under this Agreement “Tax Assumptions”) for United States federal income tax purposes purposes: (a) on the "TAX ASSUMPTIONS"):Closing Date: (i) for federal income tax purposes, this Agreement 99.9% of the Purchase Price will be treated as a "true lease" with respect attributable to all property at the Facility that constitutes 20-year property under Section 168(e) of the Leased PropertyCode and be entitled to 20-year, 150 percent declining balance method (switching to the members of straight-line method when most favorable) depreciation deductions, utilizing the Sprint Group will be treatedhalf-year convention and a zero salvage value, directly or indirectly through one or more entities that are classified as partnerships or disregarded entities for federal income tax purposes, as under the owners and sublessors of MACRS (the Leased Property, and Lessee will be treated (or, if Lessee is a disregarded entity for federal income tax purposes, the entity treated as the owner of Lessee for federal income tax purposes) as the lessee of the Leased Property“20-Year MACRS Deductions”); (ii) following 0.1% of the execution Purchase Price will be attributable to property at the Facility that constitutes non-residential real property under Section 168(e) of this Agreementthe Code and be entitled to 39-year straight-line method of depreciation using a mid-month convention and zero salvage value, under the Sprint Group MACRS (the “39-Year MACRS Deductions”). The 20-Year MACRS Deductions and 39-Year MACRS Deductions are referred to collectively as the “Depreciation Deductions.” (b) Transaction Costs will be amortizable under the Code on a straight-line basis over the Basic Lease Term (the “Transaction Cost Deductions”). (c) The Lessor Loan will constitute a loan made to the Owner Lessor, and the Owner Participant will be entitled to deduct, pursuant to current deductions under Section 168(b163(a) of the CodeCode for all interest, depreciation premium, if any, and all other amounts except principal paid or accrued on the Lessor Loan (the “Interest Deductions”). (d) The Owner Participant will be entitled to current deductions of amounts paid as “section 467 interest” with respect to “section 467 fixed rent” paid but not yet accrued pursuant to the Sprint Group's adjusted tax basis in terms of the Leased Property using the same depreciation method(s) Facility Lease as in effect immediately before the execution of this Agreement ("FEDERAL DEPRECIATION DEDUCTIONS"); (iii) prepaid Rent and Pre-Lease Rent with respect to each Site will be paid under a single lease subject to required by Section 467 of the Code and will be characterized in part as a loan under section 467 of the Code and Treasury Regulations issued under such section and thereunder (the Sprint Group will be entitled to deduct interest attributable thereto with respect to each Site as set forth in Exhibit H;“Section 467 Interest Deductions”). (ive) As a result of entering into the only amounts that any Sprint Group Member transactions contemplated by the Operative Documents, the Owner Participant will not be required to include any amount in gross income with respect prior to termination of the transactions contemplated by this Agreement and related documents will be Facility Lease other than: (Ai) Rent and Pre-payments of Basic Lease Rent as it accrues as rent (and, if the Facility Lease is renewed, Renewal Lease Rent) in accordance with the amounts and at the times such amounts are accrued pursuant to the terms of this Agreement the Facility Lease; (ii) gain upon the receipt of Termination Value (or other amounts based on Termination Value) in the amount and at the application of Section 467 time such payment is required to be made; (iii) gain upon sale of the Code and Treasury Regulations issued under such section and as set forth Facility or of all or any of the Owner Participant’s interest in Exhibit H with respect to each Sitethe Owner Lessor; (Biv) any indemnity (including any gross up) pursuant payments made on an After-Tax Basis to this Agreementthe Owner Participant or the Owner Lessor; (C) any amounts paid or otherwise recognized pursuant to a voluntary sale or other disposition by any Sprint Group Member (other than a sale or disposition attributable to a default by Lessee and/or the exercise of remedies by Lessor or Sprint or its Affiliates under this Agreement) of any Leased Property, it being understood for these purposes that a sale or disposition that may be deemed to have occurred on the Effective Date is not a sale; (D) proceeds upon Lessee's exercise of the purchase option pursuant to Section 36 of this Agreement; (E) any costs and expenses of Lessor or Sprint (and any interest thereon) paid or reimbursed by Lessee pursuant to this Agreement; (F) income attributable to the reversion of Alterations made by Lessee to Lessor at the end of the Term; (Gv) amounts expressly identified as interest in under the Agreement and payable to Lessor or any Sprint Group MemberOperative Documents; (Hvi) any other amount to the extent such item of income results result in an equal and offsetting deductiondeduction of the same character in the same taxable year as the inclusion; and (Ivii) any income or gain from an acceleration of Rent or Pre-Lease Rent amounts accrued as a result of the expiration or termination of a ground lease “section 467 interest” with respect to a Site listed in paragraphs 9 through 15 of Section 4.5 “section 467 fixed rent” accrued but not yet paid pursuant to the terms of the Contributors Disclosure Letter (Facility Lease as defined in required by Section 467 of the Agreement to Lease Code and Sublease); andthe Regulations thereunder. (vf) the combined effective The federal and net state income Tax tax rate applicable to each Sprint Group Member the Owner Participant will be thirty-nine percent (39%) 35% (the "ASSUMED RATE"“Assumed Tax Rate”), comprised of thirty-five percent (35%) and the Owner Participant will always have sufficient taxable income for the assumed federal rate and four percent (4%) (which is net of federal income tax purposes to realize fully the income tax benefit of the Depreciation Deductions, Transaction Cost Deductions, Interest Deductions and the Section 467 Interest Deductions (collectively, the “Assumed Deductions”). (g) The Facility Lease will be a “true lease” for federal income tax purposes, under which the Owner Participant shall be treated as owner and lessor, and Midwest shall be treated as lessee, of the Facility for such purposes. (h) The Owner Participant will compute its federal taxable income on a calendar-year basis using the accrual method of accounting. (i) The Facility will be treated as placed in service by the Owner Participant on the Closing Date. (j) The Facility Lease will not be a “disqualified leaseback or long-term agreement” within the meaning of Section 467(b)(4) of the Code, and the Owner Participant will not be subject to application of Section 467(b)(2) of the Code with respect to Basic Lease Rent. (k) The Owner Lessor will be treated as a grantor trust under Sections 671-679 of the Code or otherwise disregarded, and the Owner Participant, as beneficial owner of the Owner Lessor, will be entitled and required to take into account, in computing its federal taxable income, all items of income, gain, loss, deduction and credit with respect to its interest in the Facility. (l) Basic Lease Rent, Renewal Lease Rent and all other gains, losses, income, deductions and credits under the Facility Lease or the transactions contemplated by the Operative Documents will be treated as U.S. source pursuant to Sections 861-865 of the Code. The Owner Participant and, to the extent required to file and Midwest will each file federal and state income tax returns in a manner consistent with the Tax benefitsAssumptions. If the Owner Participant shall suffer an Indemnified Tax Loss and shall have been (or is being) indemnified by EME for such Indemnified Tax Loss pursuant to the assumed state rateterms of this Agreement, then the Tax Assumptions set forth above, without further act of the parties hereto, shall thereupon be and be deemed to be amended, if and to the extent appropriate at the time of such Indemnified Tax Loss, to reflect such Indemnified Tax Loss. No private letter ruling will be sought from the Internal Revenue Service (the “IRS”) with respect to the availability of any of the Assumed Deductions. EME makes no representation or warranty as to the Tax Assumptions or with respect to the availability of any of the Assumed Deductions except as expressly set forth herein or in the other Operative Documents.