T-MOBILE WEST LLC FORMERLY PACIFIC BELL MOBILE

SIrC NUI~FR: PLr107.OI STIE NAIL: Pleanntw-C (City Twa) Notwithstanding the foregoing, Lessee shall reimburse Lessor for that portion of any increase in real property taxes which is based upon Lessee's improvements to the Premises. As a condition of Lessee's obligation to pay such tax increase, Lessor shall provide to Lessee the documentation from the taxing authority, reasonably acceptable to Lessee, indicating the increase is due to Lessee's improvements. 9. Termination. This Lease may be terminated without further liability on thirty (30) days prior written notice as follows: (i) by either party upon a default of any covenant, condition, or term hereof by the other pazty, which default is not cured within sixty (60) days of receipt of written notice of default; (ii) by Lessee for any reason or for no reason, provided Lessee delivers written notice of termination to Lessor prior to the Commencement Date; (iii) by Lessee if it does not obtain or maintain licenses, permits or other approvals necessary to the construction or operation of Lessee's Facilities; or (iv) by Lessee if Lessee is unable to occupy and utilize the Premises due to ruling or directive of the FCC or other governmental or regulatory agency, including, but not limited to, a take back of channels or change in frequencies; or, (v) by Lessee if Lessee determines that the Premises are not appropriate for its operations for economic, environmental or technological reasons, including without limitation, signal interference. If Lessee terminates this Lease for reasons set forth in 9(v), and providing that Lessor is not in default of its obligations under this Lease,-then Lessee shall pay Lessor a termination fee equal to six (6) months of current Rent as of the date of termination. 10. Destruction of Premises. If the Premises or Lessee's Facilities are destroyed or damaged so as in Lessee's judgment the effective use of Lessee's Facilities is hindered, Lessee may elect to terminate this Lease as of the date of the damage or destruction by so notifying Lessor no more than thirty (30) days following the date of damage or destruction. In such event, all rights and obligations of the parties shall cease as of the date of the damage or destruction. 11. Condemnation. If a condemning authority takes all of the Premises, or a portion which in Lessee's opinion is sufficient to render the Premises unsuitable for Lessee's use, then this Lease shall terminate as of the date when possession is delivered to the condemning authority. The parties shall be entitled to share in the condemnation proceeds in proportion to the values of their respective interests in the Premises. Sale of all or part of the Premises to a purchaser with the power of eminent domain in the face of the exercise of its power of eminent domain, shall be treated as a taking by condemnation. 12. Insurance. Lessee shall procure and maintain throughout the Term of the Lease, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Lessee's operation and use of the leased Premises. The cost of such insurance shall be borne by Lessee and shall include the following: (a) Minimum Scope of Insurance. Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 0001). 2. Workers' Compensation insurance as required by the State of California and Employer's Liability insurance. 3. Property insurance against (all risks) loss to any tenant improvements or betterments. 4. Insurance Services Office form number CA 0001 (ED. 1/87) covering Automobile Liability, code 1 (any auto). (b) Minimum Limits of Insurance. Lessee shall maintain limits no less than: 1. General Liability: One Million Dollars ($1,000,000) per occurrence combined single limits for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with R4 5 of 16 INiI7A1LD BY: ~[~' S/2t/96