T-MOBILE WEST LLC FORMERLY PACIFIC BELL MOBILE

Srl'E 14IIhfBPR: PL107-01 Sl'IE NAMC: Pleasanton-C (IXly Tows) Notwithstanding the foregoing, in calculating the Rent adjustments, the Rent shall be increased by at least fifteen percent (15%) but shall not be increased by more than twenty-five percent (25%) of Rent paid during the previous Renewal Term. If the Commencement Date is other than the first day of a calendar month, Lessee may pay on the lust day of the Term the prorated Rent for the remainder of the calendar month in which the Term commences, and thereafter Lessee shall pay a full month's Rent on the fast day of each calendaz month, except that payment shall be prorated for the final fractional month of the Term, or if this Lease is terminated before the expiration of any month for which Rent should have been paid. Following the full execution of this Lease, and upon Lessee's and Lessor's approval of the final drawings or property survey depicting the description of the Premises, Lessee shall pay Lessor a one time fee of One Thousand Five Hundred Dollars ($1,500.00) for its right to enter and conduct surveys, inspections and tests prior to the Commencement Date. 6. Improvements: Access. (a) Lessee shall have the right (but not the obligation) at any time following the full execution of this Lease and prior to the Commencement Date to enter the Premises for the purpose of making necessary engineering surveys and inspections (and soil tests where applicable) and other reasonably necessary tests ("Tests") for the purpose of determining the suitability of Lessee's Facilities (as defined herein) for mobile/wireless communications operations and preparing for [he construction of such facilities. During any Tests or pre-construction work, Lessee will have insurance as set forth in Paragraph 12, Ins ,fiance, and will notify Lessor of any proposed Tests or pre-construction work and will coordinate the scheduling of same with Lessor. If Lessee determines that the Premises are unsuitable for Lessee's contemplated use, then Lessee will notify Lessor and this Lease will terminate. (b) Lessee has the right to erect, maintain and operate on the Premises radio communications facilities, including but not limited to radio frequency transmitting and receiving equipment, batteries, utility lines, transmission lines, radio frequency transmitting and receiving antennas and supporting structures and improvements ("Lessee's Facilities"), as approved by Lessor, which approval shall not be unreasonably withheld. In connection therewith, Lessee has the right to do all work necessazy to prepare, add, maintain and alter the Premises for Lessee's business operations and to install utility lines and transmission lines connecting antennas to transmitters and receivers. All of Lessee's construction and installation work shall be performed at Lessee's sole cost and expense and in a good and workmanlike manner. Title to Lessee's Facilities and any equipment owned by Lessee and placed on the Premises by Lessee shall be held by Lessee. Lessee shall construct a new antenna Tower on Lessor's Property as depicted in Exhibit B ("Tower"). Title to the Tower shall be held by Lessor. Lessee shall also be responsible for the dismantling and removal of Lessor's existing tower and the relocation to the new Tower of any equipment existing on the Tower as of the Commencement Date. Upon completion of the new Tower, ownership shall be conveyed to the Lessor (City Of Pleasanton) and becomes the responsibility of Lessor and shall not be included in Lessee's Facilities. The warranty of the Tower manufacturer, Microflect, shall be transferred to Lessor on the date ownership of the new Tower is conveyed to Lessor. A copy of the warranty shall be provided to Lessor prior to completion of the new Tower. Lessor, as owner of the new Tower, assumes all risks associated with the upkeep, maintenance, and ownership of the new Tower. All of Lessee's Facilities shall remain the property of Lessee and aze not fixtures. Lessee has the right to remove all of Lessee's Facilities at its sole expense on or before the expiration or earlier termination of this Lease. (c) Notwithstanding paragraph (b) above, should Lessor agree to sublease Tower space to other commercial communications tenants ("Tenant") during the Term of this Lease, Lessor shall require the first additional communications Tenant to reimburse Lessee fifty percent (50%) of all Tower and related construction costs including, but not limited to, dismantling and removal of existing tower and relocation of Lessor's related equipment as described herein. Lessee shall provide Lessor with an accounting of costs upon completion of the Tower work Rq 2 of 16 INIITAIED BY: 5/24/96