Common use of Lease Events of Default Clause in Contracts

Lease Events of Default. A Lease Event of Default occurs if: (a) (i) any Lessee (or the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation on the due date thereof or (ii) any Lessee (or the Guarantor on its behalf) fails to make any Rental Payment on or before the Business Day prior to the Scheduled Monthly Reporting Date immediately following the due date thereof; (b) any Lessee (or the Guarantor on its behalf) fails to pay any other amount (other than as set forth in Section 3.1(a) (Lease Events of Default)) due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 Business Days following the date of receipt of a written notice from Lessor specifying the breach; (c) any Lessee breaches Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (d) any Lessee breaches any other representation, warranty, covenant or other provision of this Agreement or any other Transaction Document in any material respect (other than as specified in paragraphs (a), (b) and (c) above), and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (e) any Originator breaches any provision of any Transaction Document to which it is a party in any material respect and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (f) [reserved]; (g) a Servicer Replacement Event occurs; (h) Sprint’s license to provide wireless telephony services is terminated and not replaced; (i) the occurrence of an Insolvency Event with respect to a Sprint Party; (j) the Guarantor fails to pay any amount due and payable under the Sprint Guarantee, or the Sprint Guarantee is terminated or ceases to be in full force and effect for any reason (other than termination in accordance with its terms) before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breach; (k) a Change of Control has occurred; or (l) the Performance Support Provider fails to perform any of its obligations under the Performance Support Agreement, or the Performance Support Agreement is terminated or ceases to be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breach.

Lease Events of Default. A The following events shall constitute a “Lease Event Events of Default occurs ifDefault”: (a) (i) any Lessee (or the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation on the due date thereof or (ii) any Lessee (or the Guarantor on its behalf) fails shall fail to make any Rental Payment on payment of Base Rent, a Termination Value Payment, a Stipulated Loss Value Payment, any payment owing by the Lessee pursuant to Section 3.4, or before the Business Day prior any other regularly scheduled payment of Supplemental Rent due to the Scheduled Monthly Reporting Date immediately following Indenture Trustee or Servicer within three (3) Business Days after the due date thereofsame shall become due; (b) any Lessee (or the Guarantor on its behalf) fails shall fail to pay make any other payment of Supplemental Rent, or any other payment required to be made under this Lease, within thirty (30) days after notice that such amount (other than as set forth in Section 3.1(a) (Lease Events of Default)) is due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 Business Days following the date of receipt of a written notice from Lessor specifying the breachunpaid; (c) any of Guarantor or Lessee breaches Section 2.3(bshall fail to timely perform or observe any covenant or agreement (not otherwise specified in this Article 16) to be performed or observed by it hereunder or under any other Lease Operative Document and such failure shall continue for a period of thirty (Liens)30) days after written notice thereof from Lessor or the Indenture Trustee; provided that the continuation of such a failure for thirty (30) days or longer after such notice shall not constitute a Lease Event of Default if such failure can be cured, Section 2.12 but cannot reasonably be cured within such thirty (Non-Return Remedies), Section 2.13(b30) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) of this Agreementday period, and Guarantor or Lessee (as applicable) commences to cure such breach is not remedied within 10 Business Days thirty (30) days of said notice and shall be diligently and continuously prosecuting the date cure of receipt such failure; provided, that such failure must be cured within 270 days of written notice from Lessor specifying the breach;such notice. (d) any except to the extent the Lessee breaches any other representation, warranty, covenant or other provision of this Agreement or any other Transaction Document in any material respect (other than as specified in paragraphs (a), (bis self-insuring pursuant to Section 9.1(b) and (c) above)Schedule 9.1, Lessee shall fail to carry or maintain in full force any insurance required hereunder, and such breach is not remedied within 10 failure shall continue for five (5) Business Days of the date of receipt of written notice from Lessor specifying the breachafter such obligation arises; (e) any Originator breaches representation or warranty made by the Guarantor or Lessee herein or in any provision of any Transaction Lease Operative Document to which it Guarantor or Lessee is a party shall prove to have been incorrect in any material respect when such representation or warranty was made. (A) Lessee or Guarantor makes any general arrangement or assignment for the benefit of creditors; (B) Lessee or Guarantor becomes a “debtor” as defined in 11 U.S.C. ss. 101 of the Bankruptcy Code or any successor statute thereto (unless, in the case of a petition filed against Lessee or Guarantor, the same is dismissed within ninety (90) days); (C) the appointment of a trustee or receiver to take possession of substantially all of the assets of Lessee or Guarantor where possession is not restored to Lessee or Guarantor within ninety (90) days; (D) the attachment, execution or other judicial seizure of substantially all of the assets of Lessee or Guarantor where such seizure is not discharged within ninety (90) days; (E) Lessee or Guarantor admits in writing its inability to pay its debts generally as they become due; (F) Lessee or Guarantor files a petition in bankruptcy or a petition to take advantage of any insolvency act; (G) Lessee or Guarantor files a petition or answer seeking reorganization or arrangement or other protection under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof; (H) Lessee or Guarantor is liquidated or dissolved, or placed under conservatorship or other protection under any applicable federal or state law or begins proceedings toward such liquidation or dissolution; (I) any petition is filed by or against Lessee or Guarantor or any subsidiary of either under Federal bankruptcy laws, or any other proceeding is instituted by or against Lessee or Guarantor or such subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for Lessee or Guarantor or such subsidiary, or for any substantial part of the property of Lessee or Guarantor or such subsidiary, and such breach proceeding is not remedied dismissed within 10 Business Days ninety (90) days after institution thereof, or Lessee or Guarantor or such subsidiary shall take any action to authorize or effect any of the date of receipt of written notice from Lessor specifying the breach; actions set forth above in this subsection (f) [reserved];). (g) a Servicer Replacement A Lease Event occurs; (hof Default described in Section 9(c) Sprint’s license to provide wireless telephony services is terminated and not replaced; (i) the occurrence of an Insolvency Event with respect to a Sprint Party; (j) the Guarantor fails to pay any amount due and payable under the Sprint Guarantee, or the Sprint Guarantee is terminated or ceases to be in full force and effect for any reason (other than termination in accordance with its terms) before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breach; (k) a Change of Control has occurred; or (l) the Performance Support Provider fails to perform any of its obligations under the Performance Support Agreement, or the Performance Support Agreement is terminated or ceases to be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breachGuaranty.

Lease Events of Default. A Any one or more of the following will constitute an event of default (a “Lease Event of Default occurs ifDefault”) as that term is used herein: (a) 17.1.1 there occurs a default in the payment of (i) any Lessee (or the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Monthly Base Rent, Monthly Variable Rent, Monthly Finance Rent, Termination Payment, Casualty Payment, Late Return Payment, Monthly Supplemental Payment, Availability Payment obligation on the due date thereof or (ii) any other amount payable under this Lease, and, any such case, the continuance thereof for five (5) Business Days after notice thereof by the Lessor, the Master Collateral Agent or the Trustee to the applicable Lessee (and the Guarantor; 17.1.2 any unauthorized assignment or transfer of this Lease by a Lessee or the Guarantor occurs; 17.1.3 the failure of a Lessee or the Guarantor to observe or perform any other covenant, condition, agreement or provision hereof, which failure has a Material Adverse Effect on its behalfthe Lessor, and such default continues for more than sixty (60) fails days after the earlier to make any Rental Payment occur of (a) the date a Responsible Officer of such Lessee obtains knowledge of such default or (b) the date written notice thereof is delivered by the Lessor, the Master Collateral Agent or the Trustee to such Lessee; provided, however, that if such failure cannot reasonably be cured within such sixty (60) day period, no Lease Event of Default shall result therefrom so long as, within such sixty (60) day period, such Lessee (i) commences to cure same, (ii) delivers written notice to the Lessor, the Master Collateral Agent and the Trustee notifying the Lessor, the Master Collateral Agent and the Trustee of such default and setting forth the steps such Lessee intends to take in order to cure such default and (iii) thereafter diligently prosecutes such cure to completion and completely cures such default on or before the Business Day prior to ninetieth (90th) day after the Scheduled Monthly Reporting Date immediately following earlier of the due date thereof; dates set forth in clause (a) and clause (b) above; 17.1.4 if any representation or warranty made by a Lessee (or the Guarantor on its behalf) fails to pay proves untrue in any other amount (other than respect as set forth in Section 3.1(a) (Lease Events of Default)) due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 Business Days following the date of receipt of a written notice from Lessor specifying the breach; (c) any Lessee breaches Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (d) any Lessee breaches any other representationissuance or making thereof, warranty, covenant which inaccuracy or other provision of this Agreement or any other Transaction Document in any material respect (other than as specified in paragraphs (a), (b) and (c) above)falsehood has a Material Adverse Effect on the Lessor, and such breach inaccuracy or falsehood is not remedied cured within 10 Business Days sixty (60) days after notice thereof from the Lessor, the Master Collateral Agent or the Trustee to such Lessee; or 17.1.5 an Event of the date of receipt of written notice from Lessor specifying the breach; (e) any Originator breaches any provision of any Transaction Document to which it is a party in any material respect and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (f) [reserved]; (g) a Servicer Replacement Event occurs; (h) Sprint’s license to provide wireless telephony services is terminated and not replaced; (i) the occurrence of an Insolvency Event Bankruptcy occurs with respect to a Sprint Party; (j) the Guarantor fails to pay any amount due and payable under the Sprint Guarantee, Lessee or the Sprint Guarantee is terminated or ceases to be in full force and effect for any reason (other than termination in accordance with its terms) before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breach; (k) a Change of Control has occurred; or (l) the Performance Support Provider fails to perform any of its obligations under the Performance Support Agreement, or the Performance Support Agreement is terminated or ceases to be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breachGuarantor.

Lease Events of Default. A If any one or more of the following events (whether such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) (each a "Lease Event of Default occurs ifDefault") shall occur: (a) Lessee shall fail to make payment of (i) any Lessee (Basic Rent or any Supplemental Rent representing amounts with respect to interest owed under the Credit Agreement or the Servicer on its behalfother Credit Documents within three (3) fails to pay to Business Days after the MLS Collection Account (Tranche 2) all Customer Receivables received same has become due and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation on the due date thereof payable or (ii) any Lessee (Maximum Residual Guarantee Amount, any proceeds from the sale of any Property during the Remarketing Period, Purchase Option Price or Termination Value or any Rent representing principal owed under the Guarantor on its behalf) fails to make any Rental Payment on or before Credit Agreement after the Business Day prior to the Scheduled Monthly Reporting Date immediately following the same has become due date thereof;and payable; or (b) any Lessee (or the Guarantor on its behalf) fails shall fail to pay make payment of any other amount (other than as set forth in Section 3.1(a) (Lease Events of Default)) Supplemental Rent due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 three (3) Business Days following the date of after receipt of a written notice thereof from Lessor specifying the breach;Lessor; or (c) Lessee shall fail in any Lessee breaches material respect to maintain insurance as required by Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach;14; or (d) Lessee shall fail to observe or perform any Lessee breaches any other representationcovenant, warrantycondition or agreement contained in Sections 9.4(b)(i), covenant 9.4(c) (with respect to the existence of Lessee) or other provision of this Agreement or any other Transaction Document in any material respect (other than as specified in paragraphs (aSections 9.5(a), (b) and (c) above), and such breach is not remedied within 10 Business Days (d), (e), (f), (g), (i), (j), (k), or (l), in each case of the date of receipt of written notice from Lessor specifying the breach;Participation Agreement; or (e) any Originator breaches Loan Party shall fail to observe or perform any provision term, covenant or condition of such Loan Party under this Lease, the Participation Agreement, any Transaction Document Guarantee or any other Operative Agreement to which it is a party (other than those set forth in Section 17.1(a), (b), (c) or (d) hereof) and such failure shall continue for thirty (30) days after written notice thereof from Lessor; or any representation or warranty by such Loan Party set forth in this Lease or in any other Operative Agreement or in any document entered into in connection herewith or therewith or in any document, certificate or financial or other statement delivered in connection herewith or therewith shall be false or inaccurate in any material respect and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach;respect; or (f) [reserved];a Construction Agency Agreement Event of Default shall have occurred and be continuing; or (g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Significant Entity or their respective debts, or of a Servicer Replacement Event occurs;substantial part of their respective assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Significant Entity or for a substantial part of their respective assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (h) Sprint’s license any Significant Entity shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in LEASE effect, (ii) consent to provide wireless telephony services is terminated the institution of, or fail to contest in a timely and not replaced;appropriate manner, any proceeding or petition described in clause (g) of this Section, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Significant Entity or for a substantial part of their respective assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the fore going; or (i) an event of default under the occurrence of an Insolvency Event with respect to a Sprint PartyCorporate Loan Documents shall have occurred and be continuing; (j) the Guarantor fails any Operative Agreement or any Lien granted under any Operative Agreement shall, in whole or in part, terminate, cease to pay be effective in any amount due and payable under the Sprint Guaranteematerial respect against, or the Sprint Guarantee is terminated or ceases to be in full force and effect for any reason (other than termination in accordance with its termsas expressly provided therein) before cease to be the Final Settlement Datelegal, unless such breach is remedied within 5 Business Days valid, binding and enforceable obligation of the date of receipt of a written notice from Lessor specifying the breach;any Loan Party thereto; or (k) a Change any Loan Party shall repudiate or disavow the effectiveness, validity, binding nature or enforceability of Control has occurredany Operative Agreement or any Lien granted under any Operative Agreement; or any Guarantor shall repudiate, or purport to discontinue or terminate, its Guarantee; or (l) any event or condition occurs that results in any Indebtedness of any Loan Party of $10,000,000 or more in the Performance Support Provider fails aggregate becoming due prior to perform its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Indebtedness of any Loan Party of $10,000,000 or more in the aggregate or any trustee or agent on its obligations under the Performance Support Agreementor their behalf to cause any such Indebtedness of any Loan Party to become due, or to require the Performance Support Agreement is terminated prepayment, repurchase, redemption or ceases defeasance thereof, prior to be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days its scheduled maturity; provided that this clause (l) shall not apply to secured Indebtedness that becomes due as a result of the date voluntary sale or transfer of receipt the property or assets securing such Indebtedness; or (m) an ERISA Event shall have occurred that, in the opinion of Lessor and the Administrative Agent, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Loan Parties in an aggregate amount exceeding $10,000,000; (n) one or more judgments for the payment of money in an aggregate amount in excess of $10,000,000 shall be rendered against any Significant Entity or any combination thereof and the same shall remain undischarged for a written notice from Lessor specifying the breach.period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Loan Party to enforce any such judgment; or (o) a Change in Control shall occur;

Lease Events of Default. A Any one or more of the following will constitute an event of default (a “Lease Event of Default occurs ifDefault”) as that term is used herein: (a) 17.1.1 there occurs a default in the payment of (i) any Lessee (or the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Monthly Base Rent, Monthly Variable Rent, Monthly Finance Rent, Termination Payment, Casualty Payment, Late Return Payment, Monthly Supplemental Payment, Availability Payment obligation on the due date thereof or (ii) any other amount payable under this Lease, and, in any such case under clause (i) or (ii), that continues for a period of five (5) Business Days (without giving effect to any payment made with available Enhancement); provided, that in the case of clause (ii) above, such five (5) Business Day period shall commence on the earlier of (x) date notice of such event is given by the Lessor, the Master Collateral Agent or the Trustee to the applicable Lessee and the Guarantor and (y) the date the Master Servicer or Lessee otherwise obtain actual knowledge thereof; 17.1.2 any unauthorized assignment or transfer of this Lease by a Lessee or the Guarantor occurs; 17.1.3 the failure of a Lessee or the Guarantor to observe or perform any other covenant, condition, agreement or provision hereof, which failure has a Material Adverse Effect on its behalfthe Lessor, and such default continues for more than thirty (30) fails days after the earlier to make any Rental Payment occur of (a) the date a Responsible Officer of such Lessee obtains actual knowledge of such default or (b) the date written notice thereof is delivered by the Lessor, the Master Collateral Agent or the Trustee to such Lessee; provided, however, that if such failure cannot reasonably be cured within such thirty (30) day period, no Lease Event of Default shall result therefrom so long as, within such thirty (30) day period, such Lessee (i) commences to cure same, (ii) delivers written notice to the Lessor, the Master Collateral Agent and the Trustee notifying the Lessor, the Master Collateral Agent and the Trustee of such default and setting forth the steps such Lessee intends to take in order to cure such default and (iii) thereafter diligently prosecutes such cure to completion and completely cures such default on or before the Business Day prior to sixtieth (60th) day after the Scheduled Monthly Reporting Date immediately following earlier of the due date thereof; dates set forth in clause (a) and clause (b) above; 17.1.4 if any representation or warranty made by a Lessee (or the Guarantor on its behalf) fails to pay proves untrue in any other amount (other than respect as set forth in Section 3.1(a) (Lease Events of Default)) due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 Business Days following the date of receipt of a written notice from Lessor specifying the breach; (c) any Lessee breaches Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written the issuance or making thereof, which inaccuracy or falsehood has a Material Adverse Effect on the Lessor, and the event, circumstance or condition giving rise to such inaccuracy or falsehood is not eliminated or otherwise cured within thirty (30) days after notice thereof from Lessor specifying the breachLessor, the Master Collateral Agent or the Trustee to such Lessee; 17.1.5 an Event of Bankruptcy occurs with respect to a Lessee or the Guarantor; 17.1.6 a Servicer Default occurs; provided, that if a Servicer Default occurs under clauses (di) or (iv) of the definition of “Servicer Default”, such Servicer Default shall not constitute a Lease Event of Default unless and until the Trustee takes any action to terminate the Servicers; 17.1.7 the failure, in any material respect, of the Lessee breaches any other representationto maintain, warrantyor cause to be maintained, covenant or other provision of insurance as required in Section 6; 17.1.8 this Agreement or any other Transaction Document in any material respect (other than as specified in paragraphs (a), (b) and (c) above), and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (e) any Originator breaches any provision of any Transaction Document to which it is a party in any material respect and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (f) [reserved]; (g) a Servicer Replacement Event occurs; (h) Sprint’s license to provide wireless telephony services is terminated and not replaced; (i) the occurrence of an Insolvency Event with respect to a Sprint Party; (j) the Guarantor fails to pay any amount due and payable under the Sprint Guarantee, or the Sprint Guarantee is terminated or portion hereof ceases to be in full force and effect for in any reason material respect (other than termination in accordance with its termsfollowing the Expiration Date) before or a proceeding shall be commenced by the Final Settlement Date, unless such breach is remedied within 5 Business Days Lessee to establish the invalidity or unenforceability of the date of receipt of a written notice from Lessor specifying the breach; (k) a Change of Control has occurredthis Lease; or (l) the Performance Support Provider fails 17.1.9 a Liquidation Event of Default with respect to perform any Group VII Series of its obligations under the Performance Support Agreement, or the Performance Support Agreement is terminated or ceases to be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breachNotes occurs.

Lease Events of Default. A If any one (1) or more of the following events (each a “Lease Event of Default occurs ifDefault”) shall occur: (a) Lessee shall fail to make payment of (i) any Lessee Basic Rent (or except as set forth in clause (ii)) within three (3) Business Days after the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received same has become due and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation on the due date thereof payable or (ii) any Lessee (Termination Value, on the date any such payment is due and payable, or the Guarantor any payment of Basic Rent or Supplemental Rent due on its behalf) fails to make any Rental Payment on or before the Business Day prior to the Scheduled Monthly Reporting Date immediately following the due date thereofof any such payment of Termination Value, or (iii) any amount due on the Expiration Date on such date; (b) Lessee shall fail to make payment of any Lessee (or the Guarantor on its behalf) fails to pay any other amount Supplemental Rent (other than as set forth Supplemental Rent referred to in Section 3.1(a) (Lease Events of Default17.1(a)(ii)) which has become due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 three (3) Business Days following the date of after receipt of a written notice from Lessor specifying the breachthat such payment is due; (c) any Lessee breaches Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) shall fail to maintain insurance as required by Article XIV of this Agreement, and Lease or to deliver any requisite annual certificate with respect thereto within fifteen (15) days after receiving notice that such breach certificate is not remedied within 10 Business Days of due under the date of receipt of written notice from Lessor specifying the breachterms hereof; (di) Lessee shall fail to observe or perform any term, covenant, obligation or condition of Lessee breaches any other representation, warranty, covenant or other provision of under this Agreement Lease or any other Transaction Document in any material respect (Operative Agreement to which Lessee is a party other than as specified those set forth in paragraphs (aSections 17.1(a), (b) and or (c) above)hereof, and such breach is not remedied within 10 Business Days failure shall continue for thirty (30) days (except for the covenants set forth in Sections 8.3(A)(j)(i), 8.3(A)(j)(ii), 8.3(B)(a), 8.3(B)(d) and 8.3(B)(e) of the date of receipt of written Participation Agreement, there shall be no such grace period) after notice from Lessor specifying thereof to the breachLessee, or (ii) any representation or warranty made by Lessee set forth in this Lease (including without limitation the Incorporated Representation and Warranties) or in any other Operative Agreement or in any document entered into in connection herewith or therewith or in any document, certificate or financial or other statement delivered in connection herewith or therewith shall be false or inaccurate in any material way when made; (e) An Agency Agreement Event of Default (other than any Originator breaches any provision Credit Agreement Event of any Transaction Document to which it is a party in any material respect Default) shall have occurred and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breachbe continuing; (f) [reserved]Lessee, the Parent or any of their respective Subsidiaries shall default (beyond applicable periods of grace and/or notice and cure) in the payment when due of any principal of or interest on any Indebtedness having an outstanding principal amount of at least $25,000,000; or any other event or condition shall occur which results in the maturity of such Indebtedness being accelerated other than at the option of Lessee, the Parent or any such Subsidiary, except with respect to any Subsidiary other than Lessee, to the extent any of the foregoing does not result in a Material Adverse Effect or any other Lease Event of Default; (g) The liquidation or dissolution of Lessee, the Parent or any of their respective Subsidiaries, or the suspension of the business of Lessee, the Parent or any of their respective Subsidiaries, or the filing by Lessee, the Parent or any of their respective Subsidiaries, of a Servicer Replacement voluntary petition or an answer seeking reorganization, arrangement, readjustment of its debts or for any other relief under the Bankruptcy Code, as amended, or under any other insolvency act or law, state or federal, now or hereafter existing, or any other action of Lessee, the Parent or any of their respective Subsidiaries, indicating its consent to, approval of or acquiescence in, any such petition or proceeding; the application by Lessee, the Parent or any of their respective Subsidiaries, for, or the appointment by consent or acquiescence of Lessee, the Parent or any of their respective Subsidiaries, of a receiver, a trustee or a custodian of Lessee, the Parent or any of their respective Subsidiaries, for all or a substantial part of its property; the making by Lessee, the Parent or any of their respective Subsidiaries, of any assignment for the benefit of creditors; the admission by Lessee, the Parent or any of their respective Subsidiaries, in writing of its inability to pay its debts as they mature or Lessee, the Parent or any of their respective Subsidiaries, is generally not paying its debts and other financial obligations as they become due and payable; or Lessee, the Parent or any of their respective Subsidiaries, taking any corporate action to authorize any of the foregoing, except with respect to any Subsidiary other than Lessee, to the extent any of the foregoing does not result in a Material Adverse Effect or any other Lease Event occursof Default; (h) Sprint’s license The filing of an involuntary petition against Lessee, the Parent or any of their respective Subsidiaries, in bankruptcy or seeking reorganization, arrangement, readjustment of its debts or for any other relief under the Bankruptcy Code, as amended, or under any other insolvency act or law, state or federal, now or hereafter existing; or the involuntary appointment of a receiver, a trustee or a custodian of Lessee, the Parent or any of their respective Subsidiaries, for all or a substantial part of its property; or the issuance of a warrant of attachment, execution or similar process against any substantial part of the property of Lessee, the Parent or any of their respective Subsidiaries, and the continuance of any of such events for sixty (60) days undismissed or undischarged, except with respect to provide wireless telephony services is terminated and any Subsidiary other than Lessee, to the extent any of the foregoing does not replacedresult in a Material Adverse Effect or any other Lease Event of Default; (i) The adjudication of Lessee, the occurrence Parent or any of an Insolvency Event their respective Subsidiaries, as bankrupt or insolvent, except with respect to any Subsidiary other than Lessee, to the extent any of the foregoing does not result in a Sprint PartyMaterial Adverse Effect or any other Lease Event of Default; (j) The entering of any order in any proceedings against Lessee, the Guarantor fails Parent or any of their respective Subsidiaries, decreeing the dissolution, divestiture or split-up of Lessee, the Parent or any of their respective Subsidiaries, and such order remains in effect for more than sixty (60) days, except with respect to any Subsidiary other than Lessee, to the extent any of the foregoing does not result in a Material Adverse Effect or any other Lease Event of Default; (k) Any report, certificate, financial statement or other instrument delivered to Lessor by or on behalf of Lessee pursuant to the terms of this Lease or any other Operative Agreement is false or misleading in any material respect when made or delivered; (l) [Intentionally Omitted]; (m) A final judgment or judgments for the payment of money shall be rendered by a court or courts against Lessee, the Parent or any of their respective Subsidiaries, or any of their assets in excess of $15,000,000 in the aggregate, and (i) the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within sixty (60) days from the date of entry thereof, or (ii) Lessee, the Parent or any of their respective Subsidiaries, shall not, within said period of sixty (60) days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal, or (iii) such judgment or judgments shall not be discharged (or provisions shall not be made for such discharge) within sixty (60) days after a decision has been reached with respect to such appeal and the related stay has been lifted; (i) Lessee or any member of the Controlled Group shall fail to pay when due an amount or amounts aggregating in excess of $15,000,000 which it shall have become liable to pay to the PBGC or to a Pension Plan under Title IV of ERISA; or (ii) notice of intent to terminate a Pension Plan or Pension Plans having aggregate Unfunded Liabilities in excess of $15,000,000 shall be filed under Title IV of ERISA by Lessee or any amount due member of the Controlled Group, any plan administrator or any combination of the foregoing; or (iii) the PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any such Pension Plan or Pension Plans or a proceeding shall be instituted by a fiduciary of any such Pension Plan or Pension Plans against Lessee or any member of the Controlled Group to enforce Section 515 or 4219(c)(5) of ERISA; or (iv) a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any such Pension Plan or Pension Plans must be terminated; provided, in any case under (i)-(iv) herein, only where Lessee or any Subsidiary of Lessee is reasonably expected to incur liability in excess of $15,000,000; (i) As a result of one (1) or more transactions after the date of this Lease, any “person” or “group” of persons other than AMR Corporation shall have “beneficial ownership” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, and payable under the Sprint Guaranteeapplicable rules and regulations thereunder) of thirty-five percent (35%) or more of the outstanding common stock of the Parent; or (ii) without limiting the generality of the foregoing, during any period of twelve (12) consecutive months, commencing after the date of this Lease, individuals who at the beginning of such period of twelve (12) months were directors of the Parent shall cease for any reason (other than AMR Corporation ceasing to have “beneficial ownership” as described in clause (o)(i) above) to constitute a majority of the board of directors of the Parent, provided, that the relationships among the respective shareholders of the Parent on the Initial Closing Date shall not be deemed to constitute all or the Sprint Guarantee is terminated or ceases any combination of them as a “group” for purposes of clause (o)(i), or (p) Any Operative Agreement shall cease to be in full force and effect unless replaced by a successor agreement; then, in any such event, Lessor may, in addition to the other rights and remedies provided for any reason in this Article XVII and in Section 18.1, terminate this Lease by giving Lessee five (other than 5) days notice of such termination in accordance with its terms) before (provided, notwithstanding the Final Settlement Dateforegoing, unless such breach is remedied within 5 Business Days this Lease shall be deemed to be automatically terminated without the giving of notice upon the date of receipt occurrence of a written notice from Lease Event of Default under Sections 17.1(g), (h) or (i)), and this Lease shall terminate, and all rights of Lessee under this Lease shall cease. Lessee shall, to the fullest extent permitted by law, pay as Supplemental Rent all costs and expenses incurred by or on behalf of Lessor specifying the breach; (k) or any other Financing Party, including without limitation fees and expenses of counsel, as a Change result of Control has occurred; or (l) the Performance Support Provider fails to perform any Lease Event of its obligations under the Performance Support Agreement, or the Performance Support Agreement is terminated or ceases to be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breachDefault hereunder. A POWER OF SALE HAS BEEN GRANTED IN THIS LEASE. A POWER OF SALE MAY ALLOW LESSOR TO TAKE THE PROPERTIES AND SELL THE PROPERTIES WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON THE OCCURRENCE OF A LEASE EVENT OF DEFAULT.

Lease Events of Default. A Lease Event If any one or more of Default occurs ifthe following events (each a "LEASE EVENT OF DEFAULT") shall occur: (a) Lessee shall fail to make payment of (i) any Lessee (Basic Rent or any Supplemental Rent representing amounts owed under the Credit Agreement or the Servicer on its behalfother Credit Documents within five (5) fails to pay to Business Days after the MLS Collection Account (Tranche 2) all Customer Receivables received same has become due and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation on the due date thereof payable or (ii) any Lessee (Maximum Residual Guarantee Amount, Purchase Option Price or Termination Value after the Guarantor on its behalf) fails to make any Rental Payment on or before the Business Day prior to the Scheduled Monthly Reporting Date immediately following the same has become due date thereof;and payable; or (b) any Lessee (or the Guarantor on its behalf) fails shall fail to pay make payment of any other amount (other than as set forth in Section 3.1(a) (Lease Events of Default)) Supplemental Rent due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 five (5) Business Days following the date of after receipt of a written notice from Lessor specifying the breach;thereof; or (c) any Lessee breaches Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) shall fail to maintain insurance as required by Article XIV of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach;Lease; or (d) Lessee shall fail to observe or perform any Lessee breaches any other representation, warrantyterm, covenant or other provision condition of Lessee under this Lease, the Participation Agreement or any other Transaction Document in any material respect (other than as specified in paragraphs (a), (b) and (c) above), and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (e) any Originator breaches any provision of any Transaction Document Operative Agreement to which it is a party (other than those set forth in Section 17.1(a), (b), (c), (e) or (k) hereof) which failure, if capable of cure, continues for thirty (30) days (or five (5) Business Days in the case of Lessee's failure to observe or perform the terms, covenants and conditions contained in Section 3(a) of the Defeasance Deposit Agreement) after written notice thereof to Lessee by Agent Lessor or any representation or warranty by Lessee set forth in this Lease or in any other Operative Agreement or in any document entered into in connection herewith or therewith or in any document, certificate or financial or other statement delivered in connection herewith or therewith shall be false or inaccurate in any material respect way unless capable of cure and such breach is not remedied cured within 10 Business Days of the date of receipt of thirty (30) days after written notice from Lessor specifying the breach;thereof to Lessee by Agent Lessor; or (e) an Agency Agreement Event of Default shall have occurred and be continuing; or (f) [reserved];Lessee shall (i) admit in writing its inability to pay its debts generally as they become due, (ii) file a petition under the United States bankruptcy laws or any other applicable insolvency law or statute of the United States of America or any State or Commonwealth thereof, (iii) make a general assignment for the benefit of its creditors, (iv) consent to the appointment of a receiver of itself or the whole or any substantial part of its property, (v) fail to cause the discharge of any custodian, trustee or receiver appointed for Lessee or the whole or a substantial part of its property within sixty (60) days after such appointment, or (vi) file a petition or answer seeking or consenting to reorganization under the United States bankruptcy laws or any other applicable insolvency law or statute of the United States of America or any State or Commonwealth thereof; or (g) insolvency proceedings or a Servicer Replacement Event occurs;petition under the United States bankruptcy laws or any other applicable insolvency law or statute of the United States of America or any State or Commonwealth thereof shall be filed against Lessee and not dismissed within sixty (60) days from the date of its filing, or a court of competent jurisdiction shall enter an order or decree appointing, without the consent of Lessee, a receiver of Lessee or the whole or a substantial part of its property, and such order or decree shall not be vacated or set aside within sixty (60) days from the date of the entry thereof; or (h) Sprint’s license to provide wireless telephony services is terminated there shall be entered against Lessee or any Subsidiary one or more judgments or decrees in an aggregate amount at any one time outstanding in excess of $5,000,000, and such judgments or decrees shall not replaced;have been satisfied, vacated, discharged, or stayed or bonded pending appeal within thirty (30) days from entry thereof; or (i) the occurrence of an Insolvency Event with respect to any Plan (other than a Sprint Party;Multiemployer Plan) as to which Lessee or any ERISA Affiliate of Lessee may have any liability, there shall exist, for a period of thirty (30) days, a deficiency which is material to the consolidated financial condition of Lessee and its Subsidiaries in the Plan assets available to satisfy the benefits guaranteeable under ERISA with respect to such Plan, and (i) steps are undertaken to terminate such Plan or (ii) such Plan is terminated or (iii) any Reportable Event which presents a material risk of termination with respect to such Plan shall occur; or (j) the Guarantor fails Lessee or any of its Subsidiaries (i) shall default in the payment when due, whether at stated maturity or otherwise, of principal, interest or rent in respect of Indebtedness or Off Balance Sheet Debt of $5,000,000 or more; or (ii) shall fail to pay perform or observe any amount other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness or Off Balance Sheet Debt of $5,000,000 or more, if the effect of any such failure, event or condition is to cause, or to permit the holder or holders of such Indebtedness or Off Balance Sheet Debt or beneficiary or beneficiaries of such Indebtedness or Off Balance Sheet Debt (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause such Indebtedness or Off Balance Sheet Debt to be declared to be due and payable under the Sprint Guaranteeprior to its stated maturity, or the Sprint Guarantee is terminated or ceases cash collateral in respect thereof to be in full force and effect for any reason (other than termination in accordance with its terms) before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breach;demanded; or (k) a Change Ground Lease Event of Control has occurredDefault shall have occurred and be continuing or Lessee shall fail to comply with its covenants set forth in Section 31.1 hereof; or (l) the Performance Support Provider fails to perform any of its obligations under the Performance Support Agreement, or the Performance Support Agreement is terminated Ground Lease shall, in whole or ceases in part, terminate, cease to be effective or cease to be the legal, valid and binding obligation of Lessee; then, in full force any such event, Agent Lessor may, in addition to the other rights and effect remedies provided for in this Article XVII and in Section 18.1, terminate this Lease by giving Lessee five (5) Business Days' notice of such termination, and this Lease shall terminate. Lessee shall, to the fullest extent permitted by law, pay as Supplemental Rent all costs and expenses incurred by or on behalf of Lessor, including fees and expenses of counsel, as a result of any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days Lease Event of the date of receipt of a written notice from Lessor specifying the breachDefault hereunder.

Lease Events of Default. A The occurrence of any one or more of the following events (whether such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall constitute a "Lease Event of Default occurs if:-------------- Default": ------- (a) the Lessee shall fail to make payment of (i) any Lessee Basic Rent (or the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction other than a payment of any Rental Payment obligation Basic Rent due on the Expiration Date or Termination Date) within five (5) Business Days after the same has become due date thereof and payable or (ii) any Lessee (Basic Rent, Purchase Option Price, Asset Termination Value, or Residual Value Guarantee Amount or other amounts due on the Expiration Date or the Guarantor on its behalf) fails Termination Date, including, without limitation, amounts due pursuant to make any Rental Payment on Sections 16.2, 16.3, 17.2(h), 20.2, 20.3 or before 22.1, after the Business Day prior to the Scheduled Monthly Reporting Date immediately following the ------------- ---- ------- ---- ---- ---- same has become due date thereofand payable; (b) the Lessee shall fail to make payment of any Lessee (or the Guarantor on its behalf) fails to pay any other amount Supplemental Rent (other than as set forth Supplemental Rent referred to in Section 3.1(aclause (a) (Lease Events of Default)this Section) ------ due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 five (5) Business Days following after the date of receipt of a written notice from Lessor specifying the breachsame has become due and payable; (c) any the Lessee breaches Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) shall fail to maintain insurance as required by Article ------- XIV of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach;Lease; --- (d) the Lessee shall fail to observe or perform any Lessee breaches any other representation, warrantyterm, covenant or other provision condition of the Lessee under this Lease, the Participation Agreement or any other Transaction Document in any material respect (other than as specified in paragraphs (a), (b) and (c) above), and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (e) any Originator breaches any provision of any Transaction Operative Document to which it is a party other than those described in Section 17.1(a), (b), (c), (p), or (q) hereof, or any --------------- --- --- --- --- representation or warranty set forth in this Lease or in any material other Operative Document or in any document entered into in connection herewith or therewith or in any document, certificate or financial or other statement delivered in connection herewith or therewith shall be false or inaccurate in any Material way, and, if such failure to perform or misrepresentation or breach of warranty is other than with respect and such breach is not remedied within 10 Business Days to a covenant or agreement contained in Section 10.1(b) of the Participation ------------ Agreement, such failure or misrepresentation or breach of warranty shall remain uncured for a period of 30 days after the earlier of (i) the date upon which an executive officer of receipt of written the Lessee has actual knowledge thereof and (ii) the date upon which the Agent or the Lessor gives notice from Lessor specifying to the breachLessee thereof; (fe) [reserved];the Lessee or any of its Subsidiaries shall fail to make any payment when due on account of any Indebtedness of such Person (other than Indebtedness referred to in clauses (a) and (b) of this Section 17.1) and ----------- --- such failure shall continue beyond any grace period provided with respect thereto, if the amount of such Indebtedness exceeds $5,000,000 or the effect of such failure is the cause, or permit the holder or holders thereof to cause, Indebtedness of Lessee and its Subsidiaries (other than Indebtedness referred to in clauses (a) and (b) of this Section 17.1) in an ----------- --- aggregate amount exceeding $5,000,000 to become due or (ii) Lessee or any of its Subsidiaries shall otherwise fail to observe or perform any agreement, term or condition contained in any agreement or instrument relating to any Indebtedness of such Person (other than Indebtedness referred to in clauses (a) and (b) of this Section 17.1) ----------- --- ------------ and such failure shall continue beyond any grace period provided with respect thereto, or any other event shall occur or condition shall exist and any grace period provided with respect thereto shall have expired, if the effect of such failure, event or condition is to cause, or permit the holder or holders thereof to cause, after expiration of any such grace period, Indebtedness of Lessee and its Subsidiaries (other than Indebtedness referred to in clauses (a) and (b) of this ----------- ---- Section 17.1) in an aggregate amount exceeding $5,000,000 to become due ------------- prior to its stated term (g) a Servicer Replacement Event occurs; (h) Sprint’s license and/or to provide wireless telephony services is terminated and not replacedbe secured by cash collateral); (i) a court having jurisdiction in the occurrence premises shall enter a decree or order for relief in respect of the Lessee or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state law; or (ii) an involuntary case shall be commenced against the Lessee or any of its Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Lessee or any of its Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an Insolvency Event interim receiver, trustee or other custodian of the Lessee or any of its Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of the Lessee or any of its Subsidiaries, and any such event described in this clause (ii) shall continue for sixty (60) days ----------- unless dismissed, bonded or discharged; (i) one or more judgments, orders, decrees or arbitration awards requiring Lessee and/or its Subsidiaries to pay an aggregate amount of $2,500,000 or more (exclusive of amounts covered by insurance issued by an insurer which is a solvent and unaffiliated insurance company and otherwise satisfying the requirements set forth in Section 14.3(c)) shall be rendered against Lessee and/or any of its Subsidiaries in connection with respect any single or related series of transactions, incidents or circumstances and the same shall not be satisfied, vacated or stayed for a period of thirty (30) consecutive days after the issue of levy; (ii) any judgment, writ, assessment, warrant of attachment, tax lien or execution or similar process shall be issued or levied against a substantial part of the Property of Lessee or any of its Subsidiaries and the same shall not be released, stayed, vacated or otherwise dismissed within thirty (30) days after issue or levy; or (iii) any other judgments, orders, decrees, arbitration awards, writs, assessments, warrants of attachment, tax liens or executions or similar process which, alone or in the aggregate, are reasonable likely to have a Sprint PartyMaterial Adverse Effect are rendered, issued or levied; (i) any Operative Document or any material term thereof shall cease to be, or be asserted by the Lessee or any of its Subsidiaries not to be, a legal, valid and binding obligation of the Lessee or any of its Subsidiaries enforceable in accordance with its terms; (j) any ERISA Event which constitutes grounds for the Guarantor fails termination of any Employee Benefit Plan by the PBGC or for the appointment of a trustee by the PBGC to pay administer any amount due and payable under the Sprint GuaranteeEmployee Benefit Plan shall occur, or any Employee Benefit Plan shall be terminated within the Sprint Guarantee is terminated meaning of Title IV of ERISA or ceases a trustee shall be appointed by the PBGC to be in full force and effect for administer any reason (other than termination in accordance with its terms) before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breachEmployee Benefit Plant; (k) a Change of Control has occurred; orshall occur; (l) a Construction Agency Agreement Event of Default shall have occurred and be continuing; (m) the Performance Support Provider fails Lessee shall have abandoned or constructively abandoned all or any material portion of the Property for a period of 60 consecutive days which results in the Property not being properly maintained in accordance with the terms of this Lease; (n) the Lessee shall have elected to perform or be required to purchase the Property pursuant to Sections 16.2 or 16.3 hereof and such purchase shall not --------------------- have been consummated on the Termination Date pursuant to either such Section; (o) the occurrence and continuance of any event, condition or other circumstance that materially impairs the value or condition of its obligations under the Performance Support Agreement, Property or the Performance Support Agreement Lessor's interest therein or title thereto; (p) in the event the Lessee is terminated not purchasing the Property upon the Expiration Date or ceases earlier termination of this Lease, failure to comply with the return conditions set forth in Sections 19.1(b) and 22.3 hereof; or ---------------- ---- (q) any event(s) or condition(s) which is (are) reasonably likely to have a Material Adverse Effect shall occur and be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breachcontinuing or exist.

Lease Events of Default. A Lease Event The occurrence of Default occurs ifany one or more of the following events (whether such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall constitute a "LEASE EVENT OF DEFAULT": (a) the Lessee shall fail to make payment of (i) any Lessee Basic Rent (or the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction other than a payment of any Rental Payment obligation Basic Rent due on the Expiration Date or Termination Date) within five (5) Business Days after the same has become due date thereof and payable or (ii) any Lessee (Basic Rent, Purchase Option Price, Asset Termination Value, or Residual Value Guarantee Amount or other amounts due on the Expiration Date or the Guarantor on its behalf) fails Termination Date, including, without limitation, amounts due pursuant to make any Rental Payment on SECTIONS 16.2, 16.3, 17.2(h), 20.2, 20.3 or before 22.1, after the Business Day prior to the Scheduled Monthly Reporting Date immediately following the same has become due date thereofand payable; (b) the Lessee shall fail to make payment of any Lessee (or the Guarantor on its behalf) fails to pay any other amount Supplemental Rent (other than as set forth Supplemental Rent referred to in Section 3.1(aCLAUSE (a) (Lease Events of Default)this Section) due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 five (5) Business Days following after the date same has become due and payable by Lessee (subject to the provisions of receipt SECTION 13.1), and to the extent that any Supplemental Rent represents reimbursements to, or Lessee would not know of a written its obligation to pay absent notice from Lessor specifying from, the breachLessor, the Agent or any Participants, then such five (5) Business Day period shall not commence until the Lessee has received such notice; (c) any the Lessee breaches Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) shall fail to maintain insurance as required by ARTICLE XIV of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breachLease; (d) the Guarantor, the Construction Agent, the Lessee or the Lessee's General Partner shall fail in any Lessee breaches material respect to observe or perform any other representation, warrantyterm, covenant or other provision condition of such Person under this Lease, the Participation Agreement or any other Transaction Document in any material respect (other than as specified in paragraphs (a), (b) and (c) above), and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (e) any Originator breaches any provision of any Transaction Operative Document to which it is a party (other than those described in SECTION 17.1(a), (b), (c) or (o) hereof and other than as may constitute a Guarantee Event of Default or a Construction Agency Agreement Event of Default), or any representation or warranty of any such Person set forth in this Lease or in any material other Operative Document or in any document entered into in connection herewith or therewith or in any document, certificate or financial or other statement delivered in connection herewith or therewith shall be false or inaccurate in any Material way, and, if such failure to perform or misrepresentation or breach of warranty is other than with respect to a covenant, agreement, representation or warranty contained in (i) as to the Guarantor, Section 10.1(b) and Section 10.2 of the Participation Agreement or as otherwise constitutes a Guarantee Event of Default, (ii) as to the Lessee and the Lessee's General Partner, Section 10.5 of the Participation Agreement, as applied to Section 10.1(b) of the Participation Agreement, and (iii) as to the Construction Agent, Section 10.5 of the Participation Agreement, as applied to Section 10.1(b) of the Participation Agreement, or such other failure to perform or misrepresentation or breach as otherwise constitutes a Construction Agency Agreement Event of Default, with respect to which there shall be no cure period; such failure or misrepresentation or breach of warranty shall remain uncured for a period of thirty (30) days after the earlier of (x) the date upon which an executive officer of the Lessee, the Guarantor, the Lessee's General Partner or the Construction Agent has actual knowledge thereof and (y) the date upon which the Agent or the Lessor gives notice to the Lessee, the Guarantor or the Construction Agent thereof, PROVIDED, HOWEVER, no Lease Event of Default shall be deemed to have occurred if such failure, misrepresentation or breach is of such a nature that it (A) can be cured and (B) is not remedied reasonably susceptible of cure within 10 Business Days such thirty (30) day period, but within such thirty (30) day period the Lessee commences to cure the same and thereafter diligently prosecutes such cure to completion within a reasonable period of time in light of the attendant circumstances; PROVIDED FURTHER, HOWEVER, that any such cure must be completed within one hundred twenty (120) days after the date of receipt of written notice from the Lessee, the Guarantor, the Lessee's General Partner or the Construction Agent has such knowledge or the Agent or the Lessor specifying the breachgives such notice; (fe) [reservedIntentionally deleted.]; (gi) a Servicer Replacement Event occurs; court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Lessee, the Guarantor, the Lessee's General Partner or the Construction Agent in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or any other similar relief shall be granted under any applicable federal or state law; or (hii) Sprint’s license to provide wireless telephony services is terminated an involuntary case shall be commenced against the Lessee, the Guarantor, the Lessee's General Partner or the Construction Agent under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Lessee, the Guarantor, the Lessee's General Partner or the Construction Agent or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of the Lessee, the Guarantor, the Lessee's General Partner or the Construction Agent for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of the Lessee, the Guarantor, the Lessee's General Partner or the Construction Agent and not replacedany such event described in this CLAUSE (II) shall continue for sixty (60) days unless dismissed, bonded or discharged; (i) the occurrence of Lessee, the Guarantor, the Lessee's General Partner or the Construction Agent shall (i) have an Insolvency Event order for relief entered with respect to it or commence a Sprint Partyvoluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or the Lessee, the Guarantor, the Lessee's General Partner or the Construction Agent shall make any assignment for the benefit of creditors; (ii) be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; (iii) be dissolved or liquidated in full or in part; (iv) become insolvent (as such term may be defined or interpreted under any applicable statute); or (v) the Board of Directors of the Guarantor, the Lessee's General Partner or the Construction Agent (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in SECTION 17.1(f); (h) (i) one or more judgments, orders, decrees or arbitration awards requiring Lessee, the Guarantor or the Construction Agent to pay an aggregate amount of $5,000,000 or more (exclusive of amounts covered by insurance issued by an insurer a solvent and unaffiliated insurance company and otherwise satisfying the requirements set forth in SECTION 14.3(c)) shall be rendered against Lessee, the Guarantor or the Construction Agent in connection with any single or related series of transactions incidents or circumstances and the same shall not be satisfied, vacated or stayed for a period of thirty (30) consecutive days after the issue of levy; (ii) any judgment, writ, assessment, warrant of attachment, tax lien or execution or similar process shall be issued or levied against a substantial part of the property of Lessee, the Guarantor or the Construction Agent and the same shall not be released, stayed, vacated or otherwise dismissed within the applicable appeals period after issue or levy; or (iii) any other judgments, orders, decrees, arbitration awards, writs, assessments, warrants of attachment, tax liens or executions or similar process which, alone or in the aggregate, are reasonable likely to have a Material Adverse Effect are rendered, issued or levied; (i) any Operative Document or any material term thereof shall cease to be, or be asserted by the Lessee not to be, a legal, valid and binding obligation of the Lessee enforceable in accordance with its terms; (j) any ERISA Event which constitutes grounds for the Guarantor fails termination of any Employee Benefit Plan by the PBGC or for the appointment of a trustee by the PBGC to pay administer any amount due and payable under the Sprint GuaranteeEmployee Benefit Plan shall occur, or any Employee Benefit Plan shall be terminated within the Sprint Guarantee is terminated meaning of Title IV of ERISA or ceases a trustee shall be appointed by the PBGC to be in full force and effect for administer any reason (other than termination in accordance with its terms) before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breachEmployee Benefit Plan; (k) a Change of Control has occurred; orshall occur; (l) a Construction Agency Agreement Event of Default shall have occurred and be continuing; (m) the Performance Support Provider fails Lessee shall have abandoned or constructively abandoned all or any material portion of the Property for a period of 30 consecutive days which results in the Property not being properly maintained in accordance with the terms of this Lease; (n) the Lessee shall have elected to perform or be required to purchase the Property pursuant to SECTIONS 16.2 or 16.3 hereof and such purchase shall not have been consummated on the Termination Date pursuant to either such Section (other than as a direct result of the breach by the Lessor, the Agent, the Tranche B Participants or the Tranche C Participants of any of its their express obligations under contained in the Performance Support Agreement, or the Performance Support Agreement is terminated or ceases to be in full force and effect for any reason before the Final Settlement DateOperative Documents, unless such breach is remedied within 5 Business Days a result of any act or omission of the date Lessee, the Construction Agent, the Lessee's General Partner, the Guarantor or the Tranche T Participant); (o) in the event the Lessee is not purchasing the Property upon the Expiration Date or earlier termination of receipt this Lease, failure to comply with the return conditions set forth in SECTIONS 19.1(b) and 22.3 hereof; (p) any event(s) or condition(s) which have a Material Adverse Effect shall occur and be continuing or exist; or (q) A Guarantee Event of a written notice from Lessor specifying the breachDefault shall have occurred and be continuing.

Lease Events of Default. A Any one or more of the following will constitute an event of default (a “Lease Event of Default occurs ifDefault”) as that term is used herein: (a) 17.1.1 there occurs a default in the payment of (i) any Lessee (or the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Monthly Base Rent, Monthly Variable Rent, Monthly Finance Rent, Termination Payment, Casualty Payment, Late Return Payment, Monthly Supplemental Payment, Availability Payment obligation on the due date thereof or (ii) any other amount payable under this Lease, and, in any such case under clause (i) or (ii), that continues for a period of five (5) Business Days (without giving effect to any payment made with available Enhancement); provided, that in the case of clause (ii) above, such five (5) Business Day period shall commence on the earlier of (x) date notice of such event is given by the Lessor, the Master Collateral Agent or the Trustee to the applicable Lessee and the Guarantor and (y) the date the Master Servicer or Lessee otherwise obtain actual knowledge thereof; 17.1.2 any unauthorized assignment or transfer of this Lease by a Lessee or the Guarantor occurs; 17.1.3 the failure of a Lessee or the Guarantor to observe or perform any other covenant, condition, agreement or provision hereof, which failure has a Material Adverse Effect on its behalfthe Lessor, and such default continues for more than thirty (30) fails days after the earlier to make any Rental Payment occur of (a) the date a Responsible Officer of such Lessee obtains actual knowledge of such default or (b) the date written notice thereof is delivered by the Lessor, the Master Collateral Agent or the Trustee to such Lessee; provided, however, that if such failure cannot reasonably be cured within such thirty (30) day period, no Lease Event of Default shall result therefrom so long as, within such thirty (30) day period, such Lessee (i) commences to cure same, (ii) delivers written notice to the Lessor, the Master Collateral Agent and the Trustee notifying the Lessor, the Master Collateral Agent and the Trustee of such default and setting forth the steps such Lessee intends to take in order to cure such default and (iii) thereafter diligently prosecutes such cure to completion and completely cures such default on or before the Business Day prior to sixtieth (60th) day after the Scheduled Monthly Reporting Date immediately following earlier of the due date thereof; dates set forth in clause (a) and clause (b) above; 17.1.4 if any representation or warranty made by a Lessee (or the Guarantor on its behalf) fails to pay proves untrue in any other amount (other than respect as set forth in Section 3.1(a) (Lease Events of Default)) due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 Business Days following the date of receipt of a written notice from Lessor specifying the breach; (c) any Lessee breaches Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written the issuance or making thereof, which inaccuracy or falsehood has a Material Adverse Effect on the Lessor, and the event, circumstance or condition giving rise to such inaccuracy or falsehood is not eliminated or otherwise cured within thirty (30) days after notice thereof from Lessor specifying the breachLessor, the Master Collateral Agent or the Trustee to such Lessee; 17.1.5 an Event of Bankruptcy occurs with respect to a Lessee or the Guarantor; 17.1.6 a Servicer Default occurs; provided, that if a Servicer Default occurs under clauses (di) or (iv) of the definition of “Servicer Default”, such Servicer Default shall not constitute a Lease Event of Default unless and until the Trustee takes any action to terminate the Servicers; 17.1.7 the failure, in any material respect, of the Lessee breaches any other representationto maintain, warrantyor cause to be maintained, covenant or other provision of insurance as required in Section 6; 17.1.8 this Agreement or any other Transaction Document in any material respect (other than as specified in paragraphs (a), (b) and (c) above), and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (e) any Originator breaches any provision of any Transaction Document to which it is a party in any material respect and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (f) [reserved]; (g) a Servicer Replacement Event occurs; (h) Sprint’s license to provide wireless telephony services is terminated and not replaced; (i) the occurrence of an Insolvency Event with respect to a Sprint Party; (j) the Guarantor fails to pay any amount due and payable under the Sprint Guarantee, or the Sprint Guarantee is terminated or portion hereof ceases to be in full force and effect for in any reason material respect (other than termination in accordance with its termsfollowing the Expiration Date) before or a proceeding shall be commenced by the Final Settlement Date, unless such breach is remedied within 5 Business Days Lessee to establish the invalidity or unenforceability of the date of receipt of a written notice from Lessor specifying the breach; (k) a Change of Control has occurredthis Lease; or (l) the Performance Support Provider fails 17.1.9 a Liquidation Event of Default with respect to perform any Group V Series of its obligations under the Performance Support Agreement, or the Performance Support Agreement is terminated or ceases to be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breachNotes occurs.

Lease Events of Default. A If any one (1) or more of the following events (each a "Lease Event of Default occurs ifDefault") shall occur and be continuing: (a) Lessee shall fail to make payment of (i) any Lessee Basic Rent (except as set forth in clause (ii)) or any fees within five (5) Business Days after the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received same has become due and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation on the due date thereof payable or (ii) any Lessee (Termination Value or Cash Collateral Rent, on the Guarantor date any such payment is due and payable, or any payment of Basic Rent or Supplemental Rent due on its behalf) fails to make any Rental Payment on or before the Business Day prior to the Scheduled Monthly Reporting Date immediately following the due date thereofof any payment of Termination Value, or any amount due on the Expiration Date; (b) Lessee shall fail to make payment of any Lessee (or the Guarantor on its behalf) fails to pay any other amount Supplemental Rent (other than as set forth Supplemental Rent referred to in Section 3.1(a) (Lease Events of Default17.1(a)(ii)) or the Construction Agent shall fail to make any payment of any amount under any Operative Agreement which has become due and payable under this Agreement or a Device Lease unless such breach is remedied payable, in either case, within 10 Business Days following the date of thirty (30) days after receipt of a written notice from Lessor specifying the breachthat such payment is due and payable; (c) any Lessee breaches Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) shall fail to maintain insurance as required by Article XIV of this Agreement, and such breach is not remedied Lease or to deliver any requisite annual certificate with respect thereto within 10 Business Days thirty (30) days of the date of receipt of written notice from Lessor specifying such certificate is due under the breachterms hereof; (di) Lessee shall fail to observe or perform any Lessee breaches any other representation, warranty, covenant or other provision agreement contained in Sections 8.3A.2(i), 8.2A.3 or 8.3B of the Participation Agreement, or (ii) Lessee shall fail to observe or perform any term, covenant, obligation or condition of Lessee under this Agreement Lease or any other Transaction Document in any material respect (Operative Agreement to which Lessee is a party other than as specified those set forth in paragraphs (aSections 17.1(a), (b) and ), (c), or (d)(i) above)hereof, and such breach failure shall continue for thirty (30) days after the Lessee either has received written notice thereof or a Responsible Officer of Lessee shall have actual knowledge thereof; provided, that in the case of this clause (ii), if such failure is not capable of remedy by the payment of money or otherwise within such thirty (30) day period but may be remedied within 10 Business Days with further diligence and if the Lessee has and continues to pursue diligently such remedy, then the Lessee shall be granted additional time to pursue such remedy; provided, further, in no event shall such additional period exceed ninety (90) days or (iii) any representation or warranty or statement of the date of receipt of written notice from Lessor specifying the breachfact made by Lessee set forth in this Lease or in any other Operative Agreement or in any document entered into in connection herewith or therewith or in any document, certificate or financial or other statement delivered in connection herewith or therewith shall be false or inaccurate in any material way when made; (e) any Originator breaches any provision An Agency Agreement Event of any Transaction Document to which it is a party in any material respect Default shall have occurred and such breach is be continuing and shall not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breachhave been expressly waived; (f) [reserved]Any obligation of the Lessee or any of its Subsidiaries representing a Material Subsidiary Group (other than its obligations in respect of the Operative Agreements), whether as principal, guarantor, surety or other obligor, for the payment of any Indebtedness in an aggregate Consolidated principal amount exceeding $25,000,000 (i) shall be declared to be due and payable, or shall be required to be prepaid other than pursuant to a regularly scheduled prepayment or required prepayment (unless such required prepayment results from a default or event of default thereunder), prior to the expressed maturity thereof, or (ii) shall not be paid when due or within any grace period for the payment thereof; (g) The liquidation or dissolution of the Lessee, or the suspension of the business of the Lessee, or the filing by the Lessee of a Servicer Replacement Event occursvoluntary petition or an answer seeking reorganization, arrangement, receivership, readjustment of its debts, insolvency, liquidation, dissolution, winding-up or for any other relief under the Bankruptcy Code, or under any other insolvency act or law, state or federal, now or hereafter existing, or any other action of the Lessee indicating its consent to, approval of or acquiescence in, any such petition or proceeding; the application by the Lessee for, or the appointment by, consent or acquiescence of the Lessee of a receiver, a trustee or a custodian of the Lessee for all or a substantial part of its property; the making by the Lessee of any general assignment for the benefit of creditors; the inability of the Lessee or the admission by the Lessee in writing of its inability to pay its debts as they mature or the Lessee is generally not paying its debts and other financial obligations as they become due and payable; or the Lessee taking any corporate action to authorize any of the foregoing; (h) Sprint’s license to provide wireless telephony services is terminated The filing of an involuntary petition against the Lessee in bankruptcy or seeking reorganization, arrangement, readjustment of its debts, insolvency, liquidation, dissolution, winding-up or for any other relief under the Bankruptcy Code, or under any other insolvency act or law, state or federal, now or hereafter existing; or the involuntary appointment of a receiver, a trustee or a custodian of the Lessee for all or a substantial part of its property; or the issuance of a warrant of attachment, execution or similar process against any substantial part of the property of the Lessee, and not replacedthe continuance of any of such events for sixty (60) days undismissed or undischarged; (i) the occurrence of an Insolvency Event with respect to a Sprint Party[Reserved]; (j) The entering of any order in any proceedings against the Guarantor fails Lessee or any Subsidiary of the Lessee decreeing the dissolution, divestiture or split-up of the Lessee or any Subsidiary of the Lessee and such order remains in effect for more than sixty (60) days; (k) [Reserved]; (l) [Reserved]; (m) Judgments or decrees against one or more of the Lessee or any of its Subsidiaries representing a Material Subsidiary Group in an aggregate Consolidated amount exceeding $25,000,000 shall be rendered by a court of competent jurisdiction and remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of 30 days; provided that any such judgment or order shall not give rise to pay an Event of Default under this paragraph (m) if and for so long as (i) the amount of such judgment or order is covered by a valid and binding policy of insurance between the defendant and the insurer covering full payment (less deductibles and/or self-insured retention not to exceed $1,000,000) thereof and (ii) such insurer has been notified, and has not disputed coverage, of the amount of such judgment or order; (i) any Termination Event shall occur with respect to which the Lessee or any of its Subsidiaries shall have been assessed any liability in an aggregate Consolidated amount due exceeding $25,000,000 which amount shall remain unpaid for a period of 30 days, (ii) any Accumulated Funding Deficiency in an aggregate Consolidated amount exceeding $25,000,000 shall exist with respect to any Pension Plan and payable such Accumulated Funding Deficiency shall not have been eliminated within a period of 30 days after it shall have been determined, (iii) any Person shall engage in any Prohibited Transaction involving any Employee Benefit Plan and, as a result thereof, the Lessee or any of its Subsidiaries shall have been assessed an excise tax penalty in an aggregate Consolidated amount exceeding $25,000,000 which amount shall remain unpaid for a period of 30 days; unless and to the extent only that (a) such Termination Event, Accumulated Funding Deficiency or Prohibited Transaction is being contested by appropriate proceedings in good faith by the Lessee or such Subsidiary or Subsidiaries and (b) the amount of the Lien provided under Section 4068 of ERISA, if such Lien shall arise as a result of any of the Sprint Guaranteeforegoing, would not, if subtracted from Consolidated Tangible Net Worth, result in a violation of Section 8.3B.7 of the Participation Agreement; (o) Except as permitted pursuant to Section 8.3B.1 of the Participation Agreement, any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the Sprint Guarantee meaning of Rule 13d-3 of the Securities and Exchange Act of 1934), directly or indirectly, of Voting Stock of the Lessee (or other securities convertible into such Voting Stock) representing 20% or more of the combined voting power of all Voting Stock of the Lessee; or (ii) during any period of up to 24 consecutive months, commencing before or after the Closing Date, individuals who at the beginning of such 24-month period were directors of the Lessee shall cease to constitute a majority of the board of directors of the Lessee and the replacements thereof shall not have been approved by a vote of at least a majority of the members of the board of directors then still in office who either were members of the board of directors at the beginning of such period or whose election as members of the board of directors was previously so approved; (p) Any Operative Agreement to which the Lessee is terminated or ceases a party shall cease to be in full force and effect effect; then, in any such event, Lessor may, in addition to the other rights and remedies provided for any reason in this Article XVII and in Section 18.1, terminate this Lease by giving Lessee five (5) days written notice of such termination (provided, notwithstanding the foregoing, this Lease shall be deemed to be automatically terminated without the giving of notice upon the occurrence of a Lease Event of Default under Sections 17.1(g), (h) or (j)), and this Lease shall terminate, and all rights of Lessee under this Lease (other than termination Lessee's rights to enforce Lessor's obligation to convey title to the Property to Lessee in accordance with its termsthe provisions of Sections 17.6 and/or 17.11) before shall cease. Lessee shall, to the Final Settlement Datefullest extent permitted by law, unless such breach is remedied within 5 Business Days pay as Supplemental Rent all costs and expenses incurred by or on behalf of the date Lessor or any other Financing Party, including without limitation reasonable fees and expenses of receipt counsel, as a result of a written notice from Lessor specifying the breach; (k) a Change any Lease Event of Control has occurred; or (l) the Performance Support Provider fails to perform any of its obligations under the Performance Support Agreement, or the Performance Support Agreement is terminated or ceases to be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breachDefault hereunder.

Lease Events of Default. A If any one (1) or more of the following events (each a “Lease Event of Default occurs ifDefault”) shall occur: (ai) Except as otherwise provided in this Section 17.1(a), any payment of Basic Rent payable by Lessee shall not be paid when due, and, such payment shall be overdue for a period of three (3) Business Days, (ii) any payment payable by Lessee on the Expiration Date, including any payment described in Article XX or XXI, shall not be paid when due, (iii) any payment of the Termination Value or any payment of Basic Rent or Supplemental Rent due on the date of any such payment of the Termination Value shall not be paid when due, or (iv) Lessee shall fail to make payment of any Supplemental Rent (other than Supplemental Rent payable pursuant to clause (ii) or (iii) of this Section 17.1(a)) due and payable within five (5) Business Days after receipt by Lessee of notice from Agent demanding payment thereof (as any of the amounts pursuant to this Section 17.1(a) are due and payable, whether at maturity, by acceleration or otherwise); (i) Except as otherwise provided in Section 17.1(b)(ii), any Lessee (representation or the Servicer warranty of any Credit Party contained in any Operative Agreement, or in any certificate, report furnished or delivered by any Credit Party on its behalf) fails to pay own behalf or on Lessee’s behalf pursuant to the MLS Collection Account (Tranche 2) all Customer Receivables received and permitted Operative Agreements to be paid to Agent or Lessor is incorrect, incomplete or misleading in any material respect when made or reaffirmed, as the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation on the due date thereof case may be, or (ii) any Lessee representation or warranty contained in clause (i) of Section 6.1(y) of the Participation Agreement is or the Guarantor on its behalf) fails to make becomes false or misleading at any Rental Payment on or before the Business Day prior to the Scheduled Monthly Reporting Date immediately following the due date thereof; (b) any Lessee (or the Guarantor on its behalf) fails to pay any other amount (other than as set forth in Section 3.1(a) (Lease Events of Default)) due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 Business Days following the date of receipt of a written notice from Lessor specifying the breachtime; (c) Any Credit Party shall default in the observance or performance of any Lessee breaches Section 2.3(b) covenant contained in Article XIV of this Lease (Liensother than the requirement to deliver annual certificates), Section 2.12 (Non-Return RemediesSections 8.3A(c), Section 2.13(b) (Upgrade Exchanges8.3A(f), Section 4.1(a) clause (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Businessi) of this Agreement, and such breach is not remedied within 10 Business Days Section 8.3A(l) or 8.3B of the date of receipt of written notice from Lessor specifying the breachParticipation Agreement; (d) Any Credit Party shall default in the performance or observance of any Lessee breaches term, covenant (excepting those covenants described in Section 17.1(c)), condition or agreement on its part to be performed or observed hereunder or under any other representation, warranty, covenant or Operative Agreement (and not constituting a Lease Event of Default under any other provision clause of this Agreement or any other Transaction Document in any material respect (other than as specified in paragraphs (a), (b) and (c) aboveSection 17.1), and such breach default is not remedied within 10 of a type that is subject to being cured and shall continue unremedied for a period of fifteen (15) Business Days after any Credit Party becomes aware of the date of receipt of written notice from Lessor specifying occurrence thereof (such grace period to be applicable only in the breach; (e) any Originator breaches any provision of any Transaction Document to which it is a party in any material respect and event such breach is not default can be remedied within 10 Business Days by corrective action of the date of receipt of written notice from Credit Parties as determined by Lessor specifying the breach; (f) [reserved]; (g) a Servicer Replacement Event occurs; (h) Sprint’s license to provide wireless telephony services is terminated and not replacedin its sole reasonable discretion); (i) A breach, default or event of default shall occur at any time under the occurrence terms of an Insolvency Event the Revolving Credit Agreement or (ii) except as otherwise provided in the foregoing subsection (e)(i), a breach, default or event of default shall occur at any time under the terms of any other agreement involving Indebtedness under which any Credit Party may be obligated as a borrower or guarantor in excess of Fifty Million and 00/100 Dollars ($50,000,000.00) in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect to a Sprint Party; thereto, whether waived or not) any Indebtedness when due (jwhether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the Guarantor fails to pay acceleration of any amount due and payable under the Sprint Guarantee, Indebtedness (whether or not such right shall have been waived) or the Sprint Guarantee is terminated or ceases termination of any commitment to be in full force and effect for any reason (other than termination in accordance with its terms) before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breachlend; (k) a Change of Control has occurred; or (l) the Performance Support Provider fails to perform any of its obligations under the Performance Support Agreement, or the Performance Support Agreement is terminated or ceases to be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breach.

Lease Events of Default. A Lease Event of Default occurs if: (a) Lessee shall fail to make payment of (i) any Lessee Basic Rent (or except as set forth in clause (ii)) within five (5) days after the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received same has become due and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation on the due date thereof payable or (ii) any Lessee (Termination Value, on the date any such payment is due, or the Guarantor any payment of Basic Rent or Supplemental Rent due on its behalf) fails to make any Rental Payment on or before the Business Day prior to the Scheduled Monthly Reporting Date immediately following the due date thereofof any such payment of Termination Value, or any amount due on the Expiration Date; (b) Lessee shall fail to make payment of any Lessee Supplemental Rent (other than Supplemental Rent referred to in Section 17(a)(ii)) within five (5) days after notice that such payment is due and payable or the Guarantor on its behalf) fails shall fail to pay make any other payment of any amount (other than as set forth in Section 3.1(a) (Lease Events of Default)) under any Operative Agreement which has become due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 Business Days following the date of (subject to any applicable grace period) after receipt of a written notice from Lessor specifying the breachthat such payment is due; (c) any Lessee breaches Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) shall fail to maintain insurance as required by Article XIV of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breachLease; (d) Lessee shall fail to observe or perform any Lessee breaches any other representation, warrantymaterial term, covenant or other provision condition of Lessee under this Agreement Lease (including without limitation the Incorporated Covenants) or any other Transaction Document in any material respect (Operative Agreement to which Lessee is a party other than as specified those set forth in paragraphs (aSections 17.1(a), (b) and or (c) above)hereof, or the Guarantor shall fail to observe or perform any term, covenant, obligation or condition of the Guarantor under any Operative Agreement other than those set forth in Section 17.1(b) hereof, or any representation or warranty made by Lessee or the Guarantor set forth in this Lease (including without limitation the Incorporated Representations and Warranties) or in any other Operative Agreement or in any document entered into in connection herewith or therewith or in any document, certificate or financial or other statement delivered in connection herewith or therewith shall be false or inaccurate in any material way, and, to the extent such failure, misrepresentation or breach of warranty is capable of being cured, such failure, misrepresentation or breach of warranty shall remain uncured for a period of fifteen (15) days after the Lessee or the Guarantor has reason to know or notice thereof; provided, that if such failure, misrepresentation or breach is not remedied within 10 Business Days capable of being cured or if there is no cure period for breach of the date of receipt of written notice from Lessor specifying Incorporated Representations and Warranties or Incorporated Covenants in the breachCapital One Credit Agreement or any New Facility the grace period referred to in this subclause (d) shall not apply; (e) any Originator breaches any provision An Agency Agreement Event of any Transaction Document to which it is a party in any material respect Default shall have occurred and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breachbe continuing; (f) [reservedIntentionally Omitted]; (g) a Servicer Replacement Event occurs[Intentionally Omitted]; (h) Sprint’s license The liquidation or dissolution of the Construction Agent or any Credit Party, or the suspension of the business of the Construction Agent or any Credit Party, or the filing by the Construction Agent or any Credit Party of a voluntary petition or an answer seeking reorganization, arrangement, readjustment of its debts or for any other relief under the United States Bankruptcy Code, as amended, or under any other insolvency act or law, state or federal, now or hereafter existing, or any other action of the Construction Agent or any Credit Party indicating its consent to, approval of or acquiescence in, any such petition or proceeding; the application by the Construction Agent or any Credit Party for, or the appointment by consent or acquiescence of the Construction Agent or any Credit Party of a receiver, a trustee or a custodian of the Construction Agent or any Credit Party for all or a substantial part of its property; the making by the Construction Agent or any Credit Party of any assignment for the benefit of creditors; the inability of the Construction Agent or any Credit Party or the admission by the Construction Agent or any Credit Party in writing of its inability to provide wireless telephony services is terminated and not replacedpay its debts as they mature; or the Construction Agent or any Credit Party taking any corporate action to authorize any of the foregoing; (i) the occurrence The filing of an Insolvency Event with respect to involuntary petition against the Construction Agent or any Credit Party in bankruptcy or seeking reorganization, arrangement, readjustment of its debts or for any other relief under the United States Bankruptcy Code, as amended, or under any other insolvency act or law, state or federal, now or hereafter existing; or the involuntary appointment of a Sprint receiver, a trustee or a custodian of the Construction Agent or any Credit Party for all or a substantial part of its property; or the issuance of a warrant of attachment, execution or similar process against any substantial part of the property of the Construction Agent or any Credit Party, and the continuance of any of such events for ninety (90) days undismissed or undischarged; (j) The adjudication of the Guarantor fails Construction Agent or any Credit Party as bankrupt or insolvent; (k) The entering of any order in any proceedings against the Construction Agent or any Credit Party decreeing the dissolution, divestiture or split-up of the Construction Agent or any Credit Party, and such order remains in effect for more than sixty (60) days; (l) Any material report, certificate, financial statement or other instrument delivered to pay Lessor by or on behalf of the Construction Agent or any Credit Party pursuant to the terms of this Lease or any other Operative Agreement is false or misleading in any material respect when made or delivered; (m) Any Capital One Credit Agreement Event of Default (other than a Capital One Credit Agreement Event of Default attributable solely to Capital One, F.S.B.) or an event of default under any New Facility (other than an event of default under such New Facility attributable solely to Capital One, F.S.B.) shall have occurred and be continuing and shall not have been waived by the Majority Lenders; (n) The Construction Agent or any Credit Party or any Subsidiary of the Construction Agent or any Credit Party shall default (beyond applicable periods of grace and/or notice and cure) in the payment when due of any principal of or interest on any Indebtedness having an outstanding principal amount due and payable under of at least $50,000,000; or any other event or condition shall occur which results in a default of any such Indebtedness or enables the Sprint Guarantee, holder of any such Indebtedness or any Person acting on such holder's behalf to accelerate the Sprint Guarantee is terminated or ceases maturity thereof; (o) Any Operative Agreement shall cease to be in full force and effect for any reason (other than termination in accordance with its terms) before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breacheffect; (kp) a Change The Guarantor shall default in the due performance or observance of Control has occurred; or (l) any term, covenant or agreement on its part to be performed or observed pursuant to the Performance Support Provider fails to perform guaranty set forth in Section 8B of the Participation Agreement or if any material provision of its obligations under the Performance Support Agreement, or guaranty set forth in Section 8B of the Performance Support Participation Agreement is terminated or ceases shall cease to be in full force and effect effect; or (q) Any default or event of default under that certain Lease Agreement (Capital One Realty, Inc.) (Tax Retention Operating Lease) dated as of September 3, 1999 between First Security Bank, National Association, not individually, but solely as Owner Trustee under the Capital One Realty Trust 1998-1, as lessor and Capital One Realty, Inc., as lessee, shall have occurred and be continuing and shall not have been waived; then, in any such event Lessor may, in addition to the other rights and remedies provided for in this Article XVII and in Section 18.1, terminate this Lease by giving Lessee five (5) days notice of such termination, and this Lease shall terminate, and all rights of Lessee under this Lease shall cease. Lessee shall, to the fullest extent permitted by law, pay as Supplemental Rent all costs and expenses incurred by or on behalf of Lessor, including without limitation reasonable fees and expenses of counsel, as a result of any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days Lease Event of the date of receipt of a written notice from Lessor specifying the breachDefault hereunder.

Lease Events of Default. A The following events shall constitute Lease Event Events of Default occurs ifDefault: (a) (i) any Lessee (or the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation on the due date thereof or (ii) any Lessee (or the Guarantor on its behalf) fails shall fail to make any Rental Payment on payment of Basic Rent or before the Renewal Term Basic Rent when due, and any such failure shall continue unremedied for a period of 5 Business Day prior to the Scheduled Monthly Reporting Date immediately following the due date thereof;Days; or (b) Lessee shall fail to make any Lessee (or the Guarantor on its behalf) fails to pay payment of Stipulated Loss Value when due, and any other amount (other than as set forth in Section 3.1(a) (Lease Events such failure shall continue unremedied for a period of Default)) due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 5 Business Days following the date after receipt by Lessee of receipt of a written notice from Lessor specifying the breach;that such payment is due; or (c) Lessee shall fail to make any Lessee breaches Section 2.3(bpayment of Supplemental Rent (other than items described in clause (a) or (Liensb)), when due, and any such failure shall continue unremedied for a period of 5 Business Days after receipt by Lessee of written notice that such payment is due; or (i) Lessee shall fail to have in effect the minimum insurance required by Section 2.12 (Non-Return Remedies19.01(a)(i), Section 2.13(b) (Upgrade Exchangesii), Section 4.1(a(iii) or (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Businessv) of this Lease; or (ii) Lessee or Guarantor shall fail to perform or observe any other material covenant or obligation under Article XIX hereof, or Sections 5.09, 5.10, 5.11 of the Participation Agreement, and any such failure continues unremedied for a period of 30 days after receipt by Lessee of written notice thereof; or (e) either of Lessee or Guarantor shall have failed to perform or observe any of its covenants or agreements (other than any thereof dealt with in any other clause of this Article XIII) contained in this Lease or any other Operative Document and such failure shall continue unremedied for a period of 30 days after receipt by Lessee or Guarantor, as the case may be, of written notice of such failure; provided, that the foregoing shall not constitute a Lease Event of Default, until expiration of a longer period (not to exceed 90 days from the expiration of such 30-day period), if prior to the commencement of such period Lessee or Guarantor, as the case may be, shall advise Lessor that such default is curable (other than by the payment of money) which notice shall set forth a proposed cure, and during such longer period Lessee or Guarantor, as the case may be, is making diligent efforts to effect such cure; or (f) any representation or warranty made by Lessee or Guarantor herein or in any other Operative Document (except the representations and warranties set forth in any Tax Indemnity Agreement) shall prove to have been incorrect in any material respect at the time made or given and remains a misrepresentation or breach of warranty materially adverse to Lessor or any Owner Participant at the time such incorrectness is discovered; provided that the foregoing shall not remedied within 10 Business Days constitute a Lease Event of Default, if such misrepresentation or breach of warranty is capable of being cured, remains uncured for a period of 30 days after Lessee's or Guarantor's, as the date of case may be, receipt of written notice from Lessor specifying advising Lessee or Guarantor, as the case may be, of such incorrectness and during which time Lessee or Guarantor, as the case may be, is making diligent efforts to cure such misrepresentation or breach; (d) any Lessee breaches any other representation, warranty, covenant or other provision of this Agreement or any other Transaction Document in any material respect (other than as specified in paragraphs (a), (b) and (c) above), and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (e) any Originator breaches any provision of any Transaction Document to which it is a party in any material respect and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (f) [reserved];; or (g) a Servicer Replacement Event occurs; (h) Sprint’s license to provide wireless telephony services is terminated and not replaced; (i) the occurrence of an Insolvency Event with respect to a Sprint Party; (j) the Guarantor Guarantee fails to pay for any amount due and payable under the Sprint Guarantee, or the Sprint Guarantee is terminated or ceases reason to be in full force and effect for effect, is repudiated or rendered inoperative or unenforceable; or (h) Lessee or Guarantor, as the case may be, shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any reason (bankruptcy, insolvency or other than termination similar law now or hereafter in accordance with its terms) before effect, or seeking the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt appointment of a written notice from Lessor specifying trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the breach;appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due; or (i) an involuntary case or other proceeding shall be commenced against Lessee or Guarantor, as the case may be, seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and an order for relief shall be made in such proceeding or such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 consecutive days; or (j) the acceleration of senior indebtedness of Lessee or Guarantor in an aggregate principal amount in excess of $10,000,000, now existing or hereafter incurred, including the BA Loan Agreement; or (k) Lessor shall cease to have a Change of Control has occurred; or (l) first priority lien on PPE Collateral subject to the Performance Support Provider fails first priority lien on Credit Agreement Term Loan Equipment Collateral or a second priority lien on Working Capital Collateral subject to perform any of its obligations under the Performance Support first priority lien pursuant to the BA Loan Agreement, or the Performance Support Agreement is terminated any refinancing or ceases refunding thereof, subject in each case to be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breachPermitted Encumbrances.

Lease Events of Default. A Lease Event of Default occurs if: (a) (i) any Lessee (or the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 21) all Customer Receivables received and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation on the due date thereof or (ii) any Lessee (or the Guarantor on its behalf) fails to make any Rental Payment on or before the Business Day prior to the Scheduled Monthly Reporting Date immediately following the due date thereof; (b) any Lessee (or the Guarantor on its behalf) fails to pay any other amount (other than as set forth in Section 3.1(a) (Lease Events of Default)) due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 Business Days following the date of receipt of a written notice from Lessor specifying the breach; (c) any Lessee breaches Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (d) any Lessee breaches any other representation, warranty, covenant or other provision of this Agreement or any other Transaction Document in any material respect (other than as specified in paragraphs (a), (b) and (c) above), and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (e) any Originator breaches any provision of any Transaction Document to which it is a party in any material respect and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (f) [reserved]; (g) a Servicer Replacement Event occurs; (h) Sprint’s license to provide wireless telephony services is terminated and not replaced; (i) the occurrence of an Insolvency Event with respect to a Sprint Party; (j) the Guarantor fails to pay any amount due and payable under the Sprint Guarantee, or the Sprint Guarantee is terminated or ceases to be in full force and effect for any reason (other than termination in accordance with its terms) before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breach; (k) a Change of Control has occurred; or (l) the Performance Support Provider fails to perform any of its obligations under the Performance Support Agreement, or the Performance Support Agreement is terminated or ceases to be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breach.

Lease Events of Default. A Lease Event of Default occurs if: (a) (i) any Lessee (or the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation on the due date thereof or (ii) any Lessee (or the Guarantor on its behalf) fails to make any Rental Payment on or before the within 5 Business Day prior to the Scheduled Monthly Reporting Date immediately Days following the due date thereof; (b) any Lessee (or the Guarantor on its behalf) fails to pay any other amount (other than as set forth in Section 3.1(a) (Lease 3.1(a)(Lease Events of Default)) due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 Business Days following the date of receipt of a written notice from Lessor specifying the breach; (c) any Lessee breaches Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Defaultdefault.), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (d) any Lessee breaches any other representation, warranty, covenant or other provision of this Agreement or any other Transaction Document in any material respect (other than as specified in paragraphs (a), (b) and (c) above), and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (e) any Originator breaches any provision of any Transaction Document to which it is a party in any material respect and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (f) [reserved]; (g) a Servicer Replacement Event occurs; (h) Sprint’s license to provide wireless telephony services is terminated and not replaced; (i) the occurrence of an Insolvency Event with respect to a Sprint Party; (j) the Guarantor fails to pay any amount due and payable under the Sprint Guarantee, or the Sprint Guarantee is terminated or ceases to be in full force and effect for any reason (other than termination in accordance with its terms) before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breach; (k) a Change of Control has occurred; or (l) the Performance Support Provider fails to perform any of its obligations under the Performance Support Agreement, or the Performance Support Agreement is terminated or ceases to be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breach.

Lease Events of Default. A Lease Event The following events shall ----------------------- constitute Events of Default occurs if:hereunder (whether any such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority): (a) (i) any Lessee (or the Servicer on its behalf) fails shall fail to pay to the MLS Collection Account when due (Tranche 2A) all Customer Receivables received and permitted any Basic Rent (Principal) or (B) any Supplemental Rent (Senior Debt) which is to be paid used by Lessor to pay any principal amount due on any of the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation on the due date thereof Notes, or (ii) Lessee shall fail to pay when due any Lessee Basic Rent (or the Guarantor on its behalf) fails to make any Rental Payment on or before the Business Day prior to the Scheduled Monthly Reporting Date immediately following the due date thereofEquity); (bi) Lessee shall fail to pay (A) any Basic Rent (interest) or (B) any Supplemental Rent (Senior Debt) which is attributable to Fees on the date such amount is due and payable, and such Default shall continue for five (5) days, or (ii) Lessee (or the Guarantor on its behalf) fails shall fail to pay any other Supplemental Rent (Equity) or Additional Rent on the date such amount (other than as set forth in Section 3.1(a) (Lease Events of Default)) is due and payable under this Agreement or a Device Lease unless payable, and such breach is remedied within 10 Business Days following the date of receipt of a written notice from Lessor specifying the breachDefault shall continue for five (5) days; (c) Lessee shall fail to make any Lessee breaches Section 2.3(bpayment of amounts (other than those described in clauses (a) or (Liens), Section 2.12 b) above) payable hereunder or under any other Transaction Document as Supplemental Rent when the same shall become due and payable and any such default shall continue for a period of thirty (Non-Return Remedies), Section 2.13(b30) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of days after written notice from Lessor specifying the breach;of nonpayment thereof has been received by Lessee; or (d) Lessee shall fail to perform or observe in any respect any covenant, condition or agreement to be performed or observed by it under Article VI and Section 10.02 hereof, or Sections 8.3, 8.8, 8.10, 8.11, 8.20, 8.24, 8.26 or 8.27 of the Amended and Restated Participation Agreement or Lessee breaches Parent shall fail to perform or observe in any other representationrespect any covenant, warrantycondition or agreement to be observed or performed under Sections 9.2, covenant 9.3, 9.5 or 9.6 of the Amended and Restated Participation Agreement; or (e) Lessee shall fail to perform or observe any of its covenants contained in Section 8.9 of the Amended and Restated Participation Agreement or Section 5.08 hereof and such failure shall continue uncured for 45 or more days, or Lessee shall not have posted a bond in amount and form satisfactory to Lessor and the Majority Banks insuring Lessor and the Bank Parties against any loss by virtue of Lessee's default under this subsection; or (f) Lessee or Lessee Parent shall fail to perform or observe any of its covenants contained in any other provision of this Agreement Lease or any other Transaction Document (other than those covered by another paragraph of this Section 13.01) and such failure shall continue uncured for thirty (30) or more days after notice thereof to Lessee by Lessor or Agent, provided that -------- if (i) such failure cannot be cured within such 30-day period, (ii) Lessee or Lessee Parent, as the case may be, is proceeding with diligence and in good faith to cure such failure, (iii) the existence of such failure does not materially impair the Liens on the Collateral pursuant to the Security Documents and (iv) Lessor, and so long as the Loan Documents are in effect, Agent, shall have received a certificate of an authorized representative of Lessee or Lessee Parent, as the case may be, to the effect of subclauses (i), (ii) and (iii) above and stating what action Lessee or Lessee Parent is taking to cure such failure, the time within which such failure may be cured shall be extended to such period, not to exceed an additional one hundred thirty -five (135) days, as shall be necessary for Lessee or Lessee Parent diligently to cure such failure; or (g) any representation or warranty made by Lessee or Lessee Parent herein or in any other Transaction Document, or any representation, warranty or statement in any certificate, financial statement or other document furnished by or on behalf of Lessee or Lessee Parent to Lessor or any Bank Party or any agent or advisor of Lessor or any Bank Party in connection herewith or therewith, shall prove to have been false or misleading in any material respect (other than as specified in paragraphs (a), (b) and (c) above), and such breach is not remedied within 10 Business Days of the date time made, confirmed or furnished which in the opinion of receipt of written notice from Lessor specifying Lessor, or so long as the breach; (e) any Originator breaches any provision of any Transaction Document to which it is Loan Documents shall be in effect, the Majority Banks, could have a party in any material respect and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (f) [reserved]; (g) a Servicer Replacement Event occurs;Material Adverse Effect; or (h) Sprint’s license to provide wireless telephony services a judgment or judgments for the payment of money in excess of $250,000 (other than a judgment which is terminated fully covered by insurance) shall be rendered against Lessee or the Project, and not replaced;the same shall remain in effect and unstayed for a period of 30 or more consecutive days; or (i) Lessee shall fail to make any payment in respect of any obligation in an amount exceeding $250,000 for the occurrence payment of an Insolvency Event with respect to a Sprint Party;borrowed money when due or within any applicable grace period; or (j) Lessee or Lessee Parent shall (i) apply for or consent to the Guarantor fails to pay any amount due and payable under the Sprint Guaranteeappointment of, or the Sprint Guarantee is terminated taking of possession by, a receiver, custodian, trustee or ceases liquidator of itself or of all or a substantial part of its property, (ii) admit in writing its inability, or be generally unable, to pay its debts as such debts become due, (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the Federal Bankruptcy Code, (v) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding up, or composition or readjustment of debts, (vi) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against such Person in an involuntary case under the Federal Bankruptcy Code, or (vii) take any corporate or other action for the purpose of effecting any of the foregoing; or (k) a proceeding or case shall be commenced without the application or consent of Lessee or Lessee Parent, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution, winding-up, or the composition or readjustment of debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of such Person under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, or a warrant of attachment, execution or similar process shall be issued against property of Lessee or Lessee Parent having a value of (or original cost, if higher) in excess of $250,000 and such proceeding, case, warrant or process shall continue undismissed, or any order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect for a period of 30 or more days, or any order for relief against Lessee or Lessee Parent shall be entered in an involuntary case under the Federal Bankruptcy Code; or (1) the Lessee Security Agreement or the Buzzard Stock Pledge Agreement shall cease, for any reason, to be in full force and effect for or Lessee, Lessee Parent or any reason (other than termination Affiliate of either of them shall so assert in accordance with its terms) before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breach; (k) a Change of Control has occurred; or (l) the Performance Support Provider fails to perform any of its obligations under the Performance Support Agreementwriting, or the Performance Support Lessee Security Agreement is terminated or ceases shall cease to be in full force and effect for any reason before effective to grant a perfected Lien to Lessor on the Final Settlement Date, unless such breach is remedied within 5 Business Days of Lessee Collateral described therein with the date of receipt of a written notice from Lessor specifying the breach.priority purported to be created thereby; or

Lease Events of Default. A If any one or more of the following events (each a "Lease Event of Default occurs ifDefault") shall occur: (a) Lessee shall fail to make payment of (i) any Lessee (Basic Rent or any Supplemental Rent representing amounts owed under the Credit Agreement or the Servicer on its behalfother Credit Documents within five (5) fails to pay to Business Days after the MLS Collection Account (Tranche 2) all Customer Receivables received same has become due and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation on the due date thereof payable or (ii) any Lessee (Maximum Residual Guarantee Amount, Purchase Option Price or Termination Value after the Guarantor on its behalf) fails to make any Rental Payment on or before the Business Day prior to the Scheduled Monthly Reporting Date immediately following the same has become due date thereof;and payable; or (b) any Lessee (or the Guarantor on its behalf) fails shall fail to pay make payment of any other amount (other than as set forth in Section 3.1(a) (Lease Events of Default)) Supplemental Rent due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 five (5) Business Days following the date of after receipt of a written notice from Lessor specifying the breach;thereof; or (c) any Lessee breaches shall fail to maintain insurance as required by Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach;14; or (d) (i) subject to the limitations contained in Section 17.7 as to the Lessee only, Lessee or any Lessee breaches Guarantor shall fail to observe or perform any other representation, warrantyterm, covenant or other provision condition of Lessee or such Guarantor, respectively, under this Agreement Lease, the Participation Agreement, the Guarantee or any other Transaction Document in any material respect (other than as specified in paragraphs (a), (b) and (c) above), and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (e) any Originator breaches any provision of any Transaction Document Operative Agreement to which it is a party (other than those set forth in Section 17.1(a), (b) or (c) hereof) and such default shall remain unremedied for a period of 30 days, provided that such 30 day period shall be extended (up to a maximum period of 180 days) as to defaults which cannot be cured with the payment of money but are curable though not reasonably capable of cure within such 30 day period, provided that Lessee has commenced to cure such default prior to the end of such 30 day period and prosecutes such cure to completion or (ii) any representation or warranty by Lessee or any Guarantor, respectively, set forth in this Lease, the Guaranty or in any other Operative Agreement or in any document entered into in connection herewith or therewith or in any document, certificate or financial or other statement delivered in connection herewith or therewith shall be false or inaccurate in any material respect way; or (e) an Agency Agreement Event of Default shall have occurred and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach;be continuing; or (f) [reserved];Lessee or any Guarantor shall (i) admit in writing its inability to pay its debts generally as they become due, (ii) file a petition under the United States bankruptcy laws or any other applicable insolvency law or statute of the United States of America or any State or Commonwealth thereof, (iii) make a general assignment for the benefit of its creditors, (iv) consent to the appointment of a receiver of itself or the whole or any substantial part of its property, (v) fail to cause the discharge of any custodian, trustee or receiver appointed for Lessee or any such Guarantor or the whole or a substantial part of its property within ninety (90) days after such appointment, or (vi) file a petition or answer seeking or consenting to reorganization under the United States bankruptcy laws or any other applicable insolvency law or statute of the United States of America or any State or Commonwealth thereof; or (g) insolvency proceedings or a Servicer Replacement Event occurs;petition under the United States bankruptcy laws or any other applicable insolvency law or statute of the United States of America or any State or Commonwealth thereof shall be filed against Lessee or any Guarantor and not dismissed within ninety (90) days from the date of its filing, or a court of competent jurisdiction shall enter an order or decree appointing, without its consent of, a receiver of Lessee or any Guarantor or the whole or a substantial part of its property, and such order or decree shall not be vacated or set aside within ninety (90) days from the date of the entry thereof; or (h) Sprint’s license to provide wireless telephony services is terminated a Credit Agreement Event of Default shall have occurred and not replaced;be continuing; or (i) the occurrence an event of an Insolvency Event with respect to a Sprint Party; (j) the Guarantor fails to pay any amount due and payable default under the Sprint GuaranteeCorporate Credit Agreement shall have occurred and be continuing; then, in any such event, Lessor may, in addition to the other rights and remedies provided for in this Section 17 and in Section 18.1, terminate this Lease by giving Lessee five (5) days notice of such termination, and this Lease shall terminate. Lessee shall, to the fullest extent permitted by law, pay as Supplemental Rent all costs and expenses incurred by or the Sprint Guarantee is terminated or ceases to be in full force on behalf of Lessor, including fees and effect for expenses of counsel, as a result of any reason (other than termination in accordance with its terms) before the Final Settlement Date, unless such breach is remedied within 5 Business Days Lease Event of the date of receipt of a written notice from Lessor specifying the breach; (k) a Change of Control has occurred; or (l) the Performance Support Provider fails to perform any of its obligations under the Performance Support Agreement, or the Performance Support Agreement is terminated or ceases to be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breachDefault hereunder.

Lease Events of Default. A Lease Event of Default occurs if: (a) (i) any Lessee (or the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation on the due date thereof or (ii) any Lessee (or the Guarantor on its behalf) fails to make any Rental Payment on or before the within five (5) Business Day prior to the Scheduled Monthly Reporting Date immediately Days following the due date thereof; (b) any Lessee (or the Guarantor on its behalf) fails to pay any other amount (other than as set forth in Section 3.1(a) (Lease Events of Default)) due and payable under this Agreement or a Device an Equipment Lease unless such breach is remedied within 10 Business Days following the date of receipt of a on which written notice of such failure shall have been received by such Lessee from Lessor specifying the breachany Lessor; (c) any Lessee breaches Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), ) or Section 6.7 (Licenses and approvals), Section 7.1(i) 7.7 (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of on which written notice of such failure shall have been received by such Lessee from Lessor specifying the breachany Lessor; (d) any Lessee or the Guarantor breaches any other representation, warranty, covenant or other provision of this Agreement or any other Transaction Lease Document in any material respect (other than as specified in paragraphs (a), (b) and ), (c) aboveabove and (f)), and such breach is not remedied within 10 Business Days 30 days of the date of receipt of on which written notice of such failure shall have been received by such Lessee or Guarantor from Lessor specifying the breachany Lessor; (e) any Originator breaches any provision of any Transaction Document to which it is a party in any material respect and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (f) [reserved]; (g) a Servicer Replacement Event occurs; (h) Sprint’s license to provide wireless telephony services is terminated and not replaced; (i) the occurrence of an Insolvency Event with respect to a Sprint Partyany Lessee or the Guarantor; (ji) the Guarantor fails to pay any amount due and payable under the Sprint GuaranteeGuaranty, or the Sprint Guarantee Guaranty is terminated or ceases to be in full force and effect for any reason (other than termination in accordance with its terms) before the Final Settlement DateDate , unless such breach is remedied within 5 five (5) Business Days of the date of receipt of a on which written notice of such failure shall have been received by Guarantor or Lessee from any Lessor specifying or (ii) the breachGuaranty shall be asserted in writing by any Lessee or the Guarantor not to be in effect or not to be legal, valid and binding obligations; (kg) a Change of Control has occurred; (i) any Lessee, the Guarantor or SCI shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of Material Indebtedness, when and as the same shall become due and payable, and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such indebtedness or (ii) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, but without any further lapse of time) the holder or holders of such Material Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; or (li) one or more judgments for the Performance Support Provider fails to perform payment of money shall be rendered against any Lessee, SCI or the Guarantor in an aggregate amount in excess of its obligations under $250,000,000 and, in either case, the Performance Support Agreementsame shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed, or the Performance Support Agreement is terminated any action shall be legally taken by a judgment creditor to attach or ceases to be in full force and effect for levy upon any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days assets of the date of receipt of a written notice from Lessor specifying respective Lessee, SCI or the breachGuarantor to enforce any such judgment.

Lease Events of Default. A Any one or more of the following will constitute an event of default (a "Lease Event of Default") as that term is used herein: Section 17.1.1. there occurs a default in the payment of any Monthly Base Rent, Monthly Variable Rent, Monthly Finance Rent, Termination Payment, Casualty Payment, Late Return Payment, Monthly Supplemental Payment, Availability Payment or other amount payable under this Lease, and the continuance thereof for three (3) Business Days with respect to any payment of Monthly Base Rent or five (5) Business Days with respect Section 17.1.2. any unauthorized assignment or transfer of this Lease by a Lessee or the Guarantor occurs; Section 17.1.3. the failure of a Lessee or the Guarantor to observe or perform any other covenant, condition, agreement or provision hereof, which failure has a Material Adverse Effect on the Lessor, and such default continues for more than sixty (60) days after the earlier to occur of (a) the date a Responsible Officer of such Lessee obtains knowledge of such default or (b) the date written notice thereof is delivered by the Lessor, the Master Collateral Agent or the Trustee to such Lessee; provided, however, that if such failure cannot reasonably be cured within such sixty (60) day period, no Lease Event of Default occurs if: shall result therefrom so long as, within such sixty (a60) day period, such Lessee (i) any Lessee (or the Servicer on its behalf) fails commences to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation on the due date thereof or cure same, (ii) any delivers written notice to the Lessor, the Master Collateral Agent and the Trustee notifying the Lessor, the Master Collateral Agent and the Trustee of such default and setting forth the steps such Lessee intends to take in order to cure such default and (or the Guarantor on its behalfiii) fails thereafter diligently prosecutes such cure to make any Rental Payment completion and completely cures such default on or before the Business Day prior to ninetieth (90th) day after the Scheduled Monthly Reporting Date immediately following earlier of the due date thereof; dates set forth in clause (a) and clause (b) above; Section 17.1.4. if any representation or warranty made by a Lessee (or the Guarantor on its behalf) fails to pay proves untrue in any other amount (other than respect as set forth in Section 3.1(a) (Lease Events of Default)) due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 Business Days following the date of receipt of a written notice from Lessor specifying the breach; (c) any Lessee breaches Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (d) any Lessee breaches any other representationissuance or making thereof, warranty, covenant which inaccuracy or other provision of this Agreement or any other Transaction Document in any material respect (other than as specified in paragraphs (a), (b) and (c) above)falsehood has a Material Adverse Effect on the Lessor, and such breach inaccuracy or falsehood is not remedied cured within 10 Business Days of sixty (60) days after notice thereof from the date of receipt of written notice from Lessor specifying Lessor, the breachMaster Collateral Agent or the Trustee to such Lessee; (e) any Originator breaches any provision Section 17.1.5. an Event of any Transaction Document to which it is a party in any material respect and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (f) [reserved]; (g) a Servicer Replacement Event occurs; (h) Sprint’s license to provide wireless telephony services is terminated and not replaced; (i) the occurrence of an Insolvency Event Bankruptcy occurs with respect to a Sprint Party; (j) the Guarantor fails to pay any amount due and payable under the Sprint Guarantee, Lessee or the Sprint Guarantee Guarantor; or Section 17.1.6. a Series 1998-1 Enhancement Deficiency shall occur and continue for at least one (1) Business Day after the Master Servicer obtains actual knowledge thereof; provided, however, that such event or condition shall not be a Lease Event of Default if within such one (1) Business Day period DTAG shall have taken any of the actions described in the proviso to Section 5.1(a) of the Series 1998-1 Supplement such that the Series 1998-1 Enhancement Deficiency no longer exists and such action is terminated or ceases to be in full force and effect for any reason (other than termination in accordance with its termsthe terms of Section 4.7(d)(v) before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breach; (k) a Change of Control has occurred; or (l) the Performance Support Provider fails to perform any of its obligations under the Performance Support Agreement, or the Performance Support Agreement is terminated or ceases to be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breachSeries 1998-1 Supplement.

Lease Events of Default. A The occurrence of any one or more of the ----------------------- following events (whether such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall constitute a "Lease Event of Default occurs if:-------------- Default": ------- (a) the Lessee shall fail to make payment of (i) any Lessee Basic Rent (other than a payment of Basic Rent due on the Expiration Date or Termination Date) within five (5) Business Days after the same has become due and payable or (ii) Basic Rent, Purchase Option Price, Asset Termination Value or Residual Value Guarantee Amount or other amounts due on the Expiration Date or the Servicer on its behalfTermination Date, including, without limitation, amounts due pursuant to Sections 16.2, 16.3, ------------- ---- 16.4, 20.1, 20.2, 20.3 or 22.1, after the same has become due and payable; ---- ---- ---- ---- ---- (b) fails the Lessee shall fail to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction make payment of any Rental Payment obligation on Supplemental Rent (other than Supplemental Rent referred to in clause (a) of this Section) due and ---------- payable within thirty (30) days after written notice thereof; (c) the due date Lessee shall fail to maintain insurance as required by Article XIV ----------- of this Lease, and such failure is either a failure to have in force a policy of insurance substantially meeting the requirements of Article XIV, or if such policy is in effect, then any deviation of such policy from the requirements of Article XIV is not cured within thirty (30) days after the earlier of (i) receipt of written notice thereof or (ii) any the Lessee (or the Guarantor on its behalf) fails to make any Rental Payment on or before the Business Day prior to the Scheduled Monthly Reporting Date immediately following the due date having knowledge thereof; (b) any Lessee (or the Guarantor on its behalf) fails to pay any other amount (other than as set forth in Section 3.1(a) (Lease Events of Default)) due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 Business Days following the date of receipt of a written notice from Lessor specifying the breach; (c) any Lessee breaches Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (d) the Lessee shall fail to observe or perform any Lessee breaches any other representation, warrantyterm, covenant or other provision condition of the Lessee under this Lease, the Participation Agreement or any other Transaction Document in any material respect (other than as specified in paragraphs (a), (b) and (c) above), and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (e) any Originator breaches any provision of any Transaction Operative Document to which it is a party other than those described in Section 17.1(a), (b),or (c) hereof, or any representation or warranty set forth --------------- --- --- in this Lease or in any material respect other Operative Document or in any document entered into in connection herewith or therewith or in any document, certificate or financial or other statement delivered in connection herewith or therewith shall be false or inaccurate in any Material way, and such failure or misrepresentation or breach is not remedied within 10 Business Days of the date warranty shall remain uncured for a period of thirty (30) days after receipt of written notice thereof; provided, that if such failure to perform is -------- not capable of being cured within such period but is capable of being cured within one hundred eighty (180) days after the occurrence of such default and the Lessee is proceeding diligently to cure such default, the Lessee shall be entitled to request an additional period (not to exceed one hundred eighty (180) days from the date of such default) to cure such default, which extended cure period shall be granted by the Lessor specifying if commercially reasonable to do so; (e) the breachLessee shall (i) admit in writing its inability to pay its debts generally as they become due, (ii) file a petition under the United States bankruptcy laws or any other applicable insolvency law or statute of the United States of America or any State or Commonwealth thereof, (iii) make a general assignment for the benefit of its creditors, (iv) consent to the appointment of a receiver of itself or the whole or any substantial part of its property, (v) fail to cause the discharge of any custodian, trustee or receiver appointed for the Lessee or the whole or a substantial part of its property within sixty (60) days after such appointment, or (vi) file a petition or answer seeking or consenting to reorganization under the United States bankruptcy laws or any other applicable insolvency law or statute of the United States of America or any State or Commonwealth thereof; (f) [reserved]insolvency proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency law or statute of the United States of America or any State or Commonwealth thereof shall be filed against the Lessee and not dismissed within sixty (60) days from the date of its filing, or a court of competent jurisdiction shall enter an order or decree appointing, without the consent of the Lessee, a receiver of the Lessee or the whole or a substantial part of its property, and such order or decree shall not be vacated or set aside within sixty (60) days from the date of the entry thereof; (g) if any of the following shall occur, and the aggregate liability of the Lessee in respect thereof would exceed $5,000,000: (i) any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $5,000,000 which it shall have become liable to pay under Title IV of ERISA; or (ii) notice of intent to terminate a Servicer Replacement Event occursMaterial Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or (iii) the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or (iv) there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of the ERISA Group to incur a current payment obligation in excess of $5,000,000; (h) Sprint’s license a judgment or order for the payment of money in excess of $1,000,000 shall be rendered against the Lessee or any Subsidiary and such judgment or order shall continue unsatisfied and unstayed (pursuant to provide wireless telephony services is terminated and not replacedlaws, rules or court orders) for a period of thirty (30) days; (i) the occurrence Guarantor, the Lessee or any of their respective Subsidiaries (i) shall default in the payment when due, whether at stated maturity or otherwise, of principal or interest in respect of Indebtedness (other than under the Operative Documents) or obligations in respect of Off-Balance Sheet Debt having an Insolvency Event with aggregate principal amount of $5,000,000 or more; or (ii) shall fail to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness or Off-Balance Sheet Debt, if the effect of any such failure, event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) or the lessor or the lenders under any such Off-Balance Sheet Debt to cause such Indebtedness or Off-Balance Sheet Debt to be declared to be due and payable prior to its stated maturity, or cash collateral in respect thereof to a Sprint Partybe demanded or, in the case of Off-Balance Sheet Debt, demand that the Lessee purchase the property covered by such Off-Balance Sheet Debt; (j) the Guarantor fails to pay any amount due a Guarantee Event of Default shall have occurred and payable under the Sprint Guarantee, or the Sprint Guarantee is terminated or ceases to be in full force and effect for any reason (other than termination in accordance with its terms) before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breachcontinuing; (k) if the Lessee shall not have exercised its Purchase Option pursuant to Section 20.1 hereof and the Lessee shall have validly exercised its Remarketing ------------ Option pursuant to Section 22.1 hereof, the Lessee shall have failed (A) to ------------ consummate a Change sale of Control has occurredthe Property in the manner provided therein on the Expiration Date and to pay to the Agent (or such other Person as the Agent may direct) pursuant to such Section the Residual Value Guarantee Amount and the other amounts required thereby, or (B) to purchase the Lessor's interest in the Property on the Expiration Date as provided in Section 20.2 hereof and to pay to ------------ the Lessor the Asset Termination Value therefor on the Expiration Date as required thereby; (l) a Construction Agency Agreement Event of Default shall have occurred and be continuing; (m) the Lessee shall have abandoned or constructively abandoned all or any material portion of the Property for a period of thirty (30) consecutive days; or (ln) an Environmental Violation shall occur that, in the reasonable opinion of the Lessor and the Required Participants, based on an Environmental Audit, constitutes a Significant Event and the Lessee shall not, within thirty (30) days after notice from the Lessor, have delivered a Termination Notice with respect thereto pursuant to Section 16.1 hereof or, if so delivered, repurchase ------------ of the Property shall not have been consummated on the Termination Date pursuant to Section 16.2 hereof; or ------------ (o) the Performance Support Provider fails Lessee shall have elected to perform any of its obligations under or be required to purchase the Performance Support Agreement, Property pursuant to Sections 16.3 or 16.4 hereof and such purchase shall not --------------------- have been consummated on the Performance Support Agreement is terminated or ceases Termination Date pursuant to be in full force and effect for any reason before the Final Settlement Date, unless either such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breachSection.

Lease Events of Default. A Any one or more of the following will constitute an event of default (a “Lease Event of Default occurs ifDefault”) as that term is used herein: (a) Section 17.1.1 there occurs a default in the payment of (i) any Lessee (or the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Monthly Base Rent, Monthly Variable Rent, Monthly Finance Rent, Termination Payment, Casualty Payment, Late Return Payment, Monthly Supplemental Payment, Availability Payment obligation on the due date thereof or (ii) any other amount payable under this Lease, and, any such case, the continuance thereof for five (5) Business Days after notice thereof by the Lessor, the Master Collateral Agent or the Trustee to the applicable Lessee (and the Guarantor; Section 17.1.2 any unauthorized assignment or transfer of this Lease by a Lessee or the Guarantor occurs; Section 17.1. 3 the failure of a Lessee or the Guarantor to observe or perform any other covenant, condition, agreement or provision hereof, which failure has a Material Adverse Effect on its behalfthe Lessor, and such default continues for more than sixty (60) fails days after the earlier to make any Rental Payment occur of (a) the date a Responsible Officer of such Lessee obtains knowledge of such default or (b) the date written notice thereof is delivered by the Lessor, the Master Collateral Agent or the Trustee to such Lessee; provided, however, that if such failure cannot reasonably be cured within such sixty (60) day period, no Lease Event of Default shall result therefrom so long as, within such sixty (60) day period, such Lessee (i) commences to cure same, (ii) delivers written notice to the Lessor, the Master Collateral Agent and the Trustee notifying the Lessor, the Master Collateral Agent and the Trustee of such default and setting forth the steps such Lessee intends to take in order to cure such default and (iii) thereafter diligently prosecutes such cure to completion and completely cures such default on or before the Business Day prior to ninetieth (90th) day after the Scheduled Monthly Reporting Date immediately following earlier of the due date thereof; dates set forth in clause (a) and clause (b) any Lessee (or the Guarantor on its behalf) fails to pay any other amount (other than as set forth in Section 3.1(a) (Lease Events of Default)) due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 Business Days following the date of receipt of a written notice from Lessor specifying the breachabove; (c) any Lessee breaches Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (d) any Lessee breaches any other representation, warranty, covenant or other provision of this Agreement or any other Transaction Document in any material respect (other than as specified in paragraphs (a), (b) and (c) above), and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (e) any Originator breaches any provision of any Transaction Document to which it is a party in any material respect and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (f) [reserved]; (g) a Servicer Replacement Event occurs; (h) Sprint’s license to provide wireless telephony services is terminated and not replaced; (i) the occurrence of an Insolvency Event with respect to a Sprint Party; (j) the Guarantor fails to pay any amount due and payable under the Sprint Guarantee, or the Sprint Guarantee is terminated or ceases to be in full force and effect for any reason (other than termination in accordance with its terms) before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breach; (k) a Change of Control has occurred; or (l) the Performance Support Provider fails to perform any of its obligations under the Performance Support Agreement, or the Performance Support Agreement is terminated or ceases to be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breach.

Lease Events of Default. A If any one (1) or more of the following events (each a "Lease Event of Default occurs ifDefault") shall occur: (a) Failure of the Lessor to receive payment of (i) any Lessee (or the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation Basic Rent on the date the same has become due date thereof and payable or (ii) any Lessee (Termination Value, on the date any such payment is due and payable, or the Guarantor any payment of Basic Rent or Supplemental Rent due on its behalf) fails to make any Rental Payment on or before the Business Day prior to the Scheduled Monthly Reporting Date immediately following the due date thereofof any such payment of Termination Value, or (iii) any amount due on the Expiration Date on such date; (b) Lessee shall fail to make payment of any Lessee (or the Guarantor on its behalf) fails to pay any other amount Supplemental Rent (other than as set forth Supplemental Rent referred to in Section 3.1(a) (Lease Events of Default17.1(a)(ii)) or any other Credit Party shall fail to make any payment of any amount under any Operative Agreement which has become due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 five (5) Business Days following the date of after receipt of a written notice from Lessor specifying the breachthat such payment is due; (c) any Lessee breaches Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) shall fail to maintain insurance as required by Article XIV of this Agreement, and such breach is not remedied Lease or to deliver any requisite annual certificate with respect thereto within 10 Business Days ten (10) days of the date of receipt of written notice from Lessor specifying such certificate is due under the breachterms hereof; (di) Lessee shall fail to observe or perform any Lessee breaches any other representation, warrantyterm, covenant or other provision obligation of Lessee under this Agreement Lease (including without limitation the Incorporated Covenants) or any other Transaction Document in any material respect (Operative Agreement to which Lessee is a party other than as specified those set forth in paragraphs (aSections 17.1(a), (b) and or (c) above)hereof, or any other Credit Party shall fail to observe or perform any term, covenant or obligation of such Credit Party under any Operative Agreement other than those set forth in Section 17.1(b) hereof and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; failure shall continue for thirty (e30) any Originator breaches any provision of any Transaction Document to which it is a party in any material respect and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; days (f) [reserved]; (g) a Servicer Replacement Event occurs; (h) Sprint’s license to provide wireless telephony services is terminated and not replaced; (i) the occurrence of an Insolvency Event or with respect to a Sprint Party; (jthe Incorporated Covenants, the grace period, if any, applicable thereto) after notice thereof to the Guarantor fails to pay any amount due and payable under the Sprint GuaranteeLessee, or the Sprint Guarantee is terminated or ceases to be in full force and effect for any reason (other than termination in accordance with its terms) before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breach; (k) a Change of Control has occurred; or (l) the Performance Support Provider fails to perform any of its obligations under the Performance Support AgreementCredit Party, or (ii) any representation or warranty made by Lessee or any other Credit Party set forth in this Lease (including without limitation the Performance Support Incorporated Representations and Warranties) or in any other Operative Agreement is terminated or ceases to be in full force and effect for any reason before the Final Settlement Datedocument entered into in connection herewith or therewith or in any document, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breach.certificate or financial or other

Lease Events of Default. A If any one or more of the following events (each a “Lease Event of Default occurs ifDefault”) shall occur: (a) Lessee shall fail to make payment of (i) any Lessee (or the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation Basic Rent on the date the same is due date thereof or (ii) any Lessee (Termination Value or Maximum Residual Guaranty Amount, on the Guarantor date any such payment is due, or any payment of Basic Rent or Supplemental Rent due on its behalf) fails to make any Rental Payment on or before the Business Day prior to the Scheduled Monthly Reporting Date immediately following the due date thereofof any such payment of Termination Value or Maximum Residual Guaranty Amount, or any amount due on the Expiration Date; (b) Lessee shall fail to make payment of any Lessee (or the Guarantor on its behalf) fails to pay any other amount Supplemental Rent (other than as set forth Supplemental Rent referred to in Section 3.1(a) (Lease Events of Default17(a)(ii)) due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 Business Days following the date of three (3) days after receipt of a written notice from Lessor specifying the breachthat such payment is due; (c) Lessee shall fail to maintain insurance of the types, in the respective amounts and coverages, with the respective loss payees, additional insureds and insurors required by Article XIV; (d) Lessee or any Guarantor shall fail to observe or perform any term, covenant or provision (including without limitation the Incorporated Covenants) under this Lease or any other Operative Agreement to which Lessee breaches Section 2.3(b) (Liensor such Guarantor is a party other than those set forth in Sections 17.1(a), Section 2.12 (Non-Return Remediesb), Section 2.13(b(c) or (Upgrade Exchangesg), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) of this Agreement, and such breach is not remedied within 10 Business Days failure shall remain uncured for a period of thirty (30) days after the date earlier of receipt of written notice from Lessor specifying the breach; (d) any thereof or a Responsible Officer of Lessee breaches any other representation, warranty, covenant or other provision becomes aware of this Agreement or any other Transaction Document in any material respect (other than as specified in paragraphs (a), (b) and (c) above), and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breachfailure; (e) any Originator breaches any provision The breach of any Transaction Document to which it is a party financial covenant or negative covenant set forth or incorporated by reference in any material respect and such breach is not remedied within 10 Business Days Section 7.3A of the date of receipt of written notice from Lessor specifying the breach; Participation Agreement (f) [reserved]; (g) a Servicer Replacement Event occurs; (h) Sprint’s license to provide wireless telephony services is terminated and not replaced; (i) the occurrence of an Insolvency Event with respect to a Sprint Party; (j) the Guarantor fails to pay including without limitation any amount due and payable under the Sprint Guarantee, covenant set forth in Article VII or the Sprint Guarantee is terminated or ceases to be in full force and effect for any reason (other than termination in accordance with its terms) before the Final Settlement Date, unless such breach is remedied within 5 Business Days Article VIII of the date of receipt of a written notice from Lessor specifying the breach; (k) a Change of Control has occurred; or (l) the Performance Support Provider fails to perform any of its obligations under the Performance Support Amended Tech Data Credit Agreement, or to the Performance Support Agreement is terminated or ceases to be extent incorporated by reference in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days Section 7.3A of the date of receipt of a written notice from Lessor specifying the breach.Participation Agreement);

Lease Events of Default. A Any one or more of the following will constitute an event of default (a “Lease Event of Default occurs ifDefault”) as that term is used herein: (a) 17.1.1 there occurs a default in the payment of (i) any Lessee (or the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Monthly Base Rent, Monthly Variable Rent, Monthly Finance Rent, Termination Payment, Casualty Payment, Late Return Payment, Monthly Supplemental Payment, Availability Payment obligation on the due date thereof or (ii) any other amount payable under this Lease, and, any such case, the continuance thereof for five (5) Business Days with respect to any payment of Monthly Base Rent or five (5) Business Days after notice thereof by the Lessor, the Master Collateral Agent or the Trustee to the applicable Lessee (and the Guarantor; 17.1.2 any unauthorized assignment or transfer of this Lease by a Lessee or the Guarantor occurs; 17.1.3 the failure of a Lessee or the Guarantor to observe or perform any other covenant, condition, agreement or provision hereof, which failure has a Material Adverse Effect on its behalfthe Lessor, and such default continues for more than sixty (60) fails days after the earlier to make any Rental Payment occur of (a) the date a Responsible Officer of such Lessee obtains knowledge of such default or (b) the date written notice thereof is delivered by the Lessor, the Master Collateral Agent or the Trustee to such Lessee; provided, however, that if such failure cannot reasonably be cured within such sixty (60) day period, no Lease Event of Default shall result therefrom so long as, within such sixty (60) day period, such Lessee (i) commences to cure same, (ii) delivers written notice to the Lessor, the Master Collateral Agent and the Trustee notifying the Lessor, the Master Collateral Agent and the Trustee of such default and setting forth the steps such Lessee intends to take in order to cure such default and (iii) thereafter diligently prosecutes such cure to completion and completely cures such default on or before the Business Day prior to ninetieth (90th) day after the Scheduled Monthly Reporting Date immediately following earlier of the due date thereof; dates set forth in clause (a) and clause (b) above; 17.1.4 if any representation or warranty made by a Lessee (or the Guarantor on its behalf) fails to pay proves untrue in any other amount (other than respect as set forth in Section 3.1(a) (Lease Events of Default)) due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 Business Days following the date of receipt of a written notice from Lessor specifying the breach; (c) any Lessee breaches Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (d) any Lessee breaches any other representationissuance or making thereof, warranty, covenant which inaccuracy or other provision of this Agreement or any other Transaction Document in any material respect (other than as specified in paragraphs (a), (b) and (c) above)falsehood has a Material Adverse Effect on the Lessor, and such breach inaccuracy or falsehood is not remedied cured within 10 Business Days sixty (60) days after notice thereof from the Lessor, the Master Collateral Agent or the Trustee to such Lessee; or 17.1.5 an Event of the date of receipt of written notice from Lessor specifying the breach; (e) any Originator breaches any provision of any Transaction Document to which it is a party in any material respect and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (f) [reserved]; (g) a Servicer Replacement Event occurs; (h) Sprint’s license to provide wireless telephony services is terminated and not replaced; (i) the occurrence of an Insolvency Event Bankruptcy occurs with respect to a Sprint Party; (j) the Guarantor fails to pay any amount due and payable under the Sprint Guarantee, Lessee or the Sprint Guarantee is terminated or ceases to be in full force and effect for any reason (other than termination in accordance with its terms) before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breach; (k) a Change of Control has occurred; or (l) the Performance Support Provider fails to perform any of its obligations under the Performance Support Agreement, or the Performance Support Agreement is terminated or ceases to be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breachGuarantor.

Lease Events of Default. A Any one or more of the following will constitute an event of default (a "Lease Event of Default") as that term is used herein: 17.1.1 there occurs a default in the payment of any Monthly Base Rent, Monthly Variable Rent, Monthly Finance Rent, Termination Payment, Casualty Payment, Late Return Payment, Monthly Supplemental Payment, Availability Payment or other amount payable under this Lease, and the continuance thereof for five (5) Business Days with respect to any payment of Monthly Base Rent or five (5) Business Days with respect to any other amounts, in each case after notice thereof by the Lessor, the Master Collateral Agent or the Trustee to the applicable Lessee and the Guarantor; 17.1.2 any unauthorized assignment or transfer of this Lease by a Lessee or the Guarantor occurs; 17.1.3 the failure of a Lessee or the Guarantor to observe or perform any other covenant, condition, agreement or provision hereof, which failure has a Material Adverse Effect on the Lessor, and such default continues for more than sixty (60) days after the earlier to occur of (a) the date a Responsible Officer of such Lessee obtains knowledge of such default or (b) the date written notice thereof is delivered by the Lessor, the Master Collateral Agent or the Trustee to such Lessee; provided, however, that if such failure cannot reasonably be cured within such sixty (60) day period, no Lease Event of Default occurs if: shall result therefrom so long as, within such sixty (a60) day period, such Lessee (i) any Lessee (or the Servicer on its behalf) fails commences to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation on the due date thereof or cure same, (ii) any delivers written notice to the Lessor, the Master Collateral Agent and the Trustee notifying the Lessor, the Master Collateral Agent and the Trustee of such default and setting forth the steps such Lessee intends to take in order to cure such default and (or the Guarantor on its behalfiii) fails thereafter diligently prosecutes such cure to make any Rental Payment completion and completely cures such default on or before the Business Day prior to ninetieth (90th) day after the Scheduled Monthly Reporting Date immediately following earlier of the due date thereof; dates set forth in clause (a) and clause (b) above; 17.1.4 if any representation or warranty made by a Lessee (or the Guarantor on its behalf) fails to pay proves untrue in any other amount (other than respect as set forth in Section 3.1(a) (Lease Events of Default)) due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 Business Days following the date of receipt of a written notice from Lessor specifying the breach; (c) any Lessee breaches Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (d) any Lessee breaches any other representationissuance or making thereof, warranty, covenant which inaccuracy or other provision of this Agreement or any other Transaction Document in any material respect (other than as specified in paragraphs (a), (b) and (c) above)falsehood has a Material Adverse Effect on the Lessor, and such breach inaccuracy or falsehood is not remedied cured within 10 Business Days sixty (60) days after notice thereof from the Lessor, the Master Collateral Agent or the Trustee to such Lessee; or 17.1.5 an Event of the date of receipt of written notice from Lessor specifying the breach; (e) any Originator breaches any provision of any Transaction Document to which it is a party in any material respect and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (f) [reserved]; (g) a Servicer Replacement Event occurs; (h) Sprint’s license to provide wireless telephony services is terminated and not replaced; (i) the occurrence of an Insolvency Event Bankruptcy occurs with respect to a Sprint Party; (j) the Guarantor fails to pay any amount due and payable under the Sprint Guarantee, Lessee or the Sprint Guarantee is terminated or ceases to be in full force and effect for any reason (other than termination in accordance with its terms) before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breach; (k) a Change of Control has occurred; or (l) the Performance Support Provider fails to perform any of its obligations under the Performance Support Agreement, or the Performance Support Agreement is terminated or ceases to be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breachGuarantor.

Lease Events of Default. A The occurrence and continuance of any one or more of the following events shall constitute a "Lease Event of Default occurs ifDefault": (a) (i) any Lessee shall fail to make payment of (X) any Basic Rent (Interest/Yield) within five (5) Business Days after the same has become due and payable, or the Servicer on its behalf(Y) fails any Property Balance, Purchase Option Rent, Loan Balance, Lease Recourse Amount or Lease Balance, including, without limitation, amounts due pursuant to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation Section 15.1, 18.1, 18.2, or 20.1, on the date due date thereof therefor under the Master Lease, or (ii) the Company or any Lessee (or the Subsidiary Guarantor on its behalf) fails shall have failed to make any Rental Payment on or before payment due under the Business Day prior to Multicare Guaranty after the Scheduled Monthly Reporting Date immediately following the same has become due date thereof;and payable; or (b) any Lessee shall fail to make payment of any Supplemental Rent due with respect to Sections 13.7, 13.8, 13.9 and 13.10 of the Participation Agreement within five (5) Business Days after receipt of notice thereof or the Guarantor on its behalf) fails any Lessee shall fail to pay make payment of any other amount Supplemental Rent within five (other than as set forth in Section 3.1(a5) (Lease Events of Default)) due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 Business Days following after the expiration of thirty (30) days from the date of receipt of a written notice from Lessor specifying by the breach;Lessees or the Company that such Supplemental Rent is due and payable; or (c) any Lessee breaches Section 2.3(bEvent of Default (as defined in the Credit Agreement) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses shall have occurred and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach;be continuing; or (d) any Lessee breaches any other representation, warranty, covenant or other provision shall fail to maintain insurance as required by Article XIII of this Agreement or any other Transaction Document in any material respect (other than as specified in paragraphs (a), (b) and (c) above), Master Lease and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach;failure shall continue for ten (10) days; or (e) any Originator breaches Lessee or the Company, as the case may be, shall fail to observe or perform any provision term, covenant or condition of such Lessee or the Company, as the case may be, under this Master Lease or the Operative Documents to which it is party other than those described in Section 16.1(a), (b), or (d) hereof, and, in each such case, such failure shall have continued for thirty (30) days after the earlier of (i) delivery to such Lessee or the Company, as applicable, of written notice thereof from the Lessor or (ii) a Responsible Officer of such Lessee or the Company, as the case may be, shall have actual knowledge of such failure; provided, however, that if such failure is capable of cure but cannot be cured by the payment of money or cannot be cured by diligent efforts within such thirty (30) day period but such diligent efforts shall be properly commenced within the cure period and the applicable Lessee or the Company is diligently pursuing, and shall continue to pursue diligently, remedy of such failure, the cure period shall be extended for an additional period of time as may be necessary to cure, not to exceed an additional ninety (90) days and not to extend beyond the Expiration Date; provided further, that failure by the applicable Lessee to fully comply with the requirements of Section 20.1 hereof shall not be subject to any Transaction Document cure period; or (f) any representation or warranty made by any Lessee or the Company, as the case may be, in any of the Operative Documents to which it is a party in any material respect shall prove to have been inaccurate at the time made, and if such breach is inaccuracy can be cured, it shall not remedied have been cured within 10 Business Days forty-five (45) days after the earlier of (i) delivery to such Lessee or the date of receipt Company, as the case may be, of written notice thereof from the Lessor specifying or (ii) a Responsible Officer of such Lessee or the breach; (f) [reserved];Company, as the case may be, shall have actualknowledge of such inaccuracy; or (g) any Lessee or Consolidated Entity (i) shall be unable to, or shall admit in writing its inability to, pay its debts as such debts become due; or (ii) shall make an assignment for the benefit of creditors, petition or apply to any tribunal for the appointment of a Servicer Replacement Event occurs;custodian, receiver or trustee for it or a substantial part of its assets; or (iii) shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or (iv) shall have had any such petition or application filed or any such proceeding shall have been commenced, against it, in which an adjudication or appointment is made or order for relief is entered, or which petition, application or proceeding remains undismissed for a period of 60 days or more; or shall be the subject of any proceeding under which its assets may be subject to seizure, forfeiture or divestiture (other than a proceeding in respect of a Lien permitted under Section 8.3(b) of the Credit Agreement); or (v) by any act or omission shall indicate its consent to, approval of or acquiescence in any such petition, application or proceeding or order for relief or the appointment of a custodian, receiver or trustee for all or any substantial part of its Property; or (vi) shall suffer any such custodianship, receivership or trusteeship to continue undischarged for a period of 30 days or more; or (h) Sprint’s license any Lien granted by any Obligor to provide wireless telephony services is terminated the Lessor, the Collateral Agent or the Lease Agent under any Operative Document shall, in whole or in part, terminate, cease to be effective against, or cease to be the legal, valid, binding and not replaced;enforceable obligation of, such Obligor; or (i) any Obligor shall directly or indirectly contest the occurrence validity (as opposed to the interpretation of an Insolvency Event with respect to a Sprint Party;the terms) of any Operative Document in any manner in any court of competent jurisdiction or any lien granted by any Operative Document; or (j) the Guarantor fails to pay any amount due and payable under the Sprint Guarantee, or the Sprint Guarantee is terminated or ceases Lessee shall cease to be in full force and effect for any reason 100% owned (other than termination in accordance with its termsdirectly or indirectly) before the Final Settlement Date, unless such breach is remedied within 5 Business Days Subsidiary of the date of receipt of a written notice from Lessor specifying the breach;Company; or (k) there shall be a Change of Control has occurred; or (l) the Performance Support Provider fails to perform any of its obligations under the Performance Support Agreement, or the Performance Support Agreement is terminated or ceases to be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breachSTATUTORY CONDITION.

Lease Events of Default. A Any one or more of the following will constitute an event of default (a “Lease Event of Default occurs ifDefault”) as that term is used herein: (a) 17.1.1 there occurs a default in the payment of (i) any Lessee (or the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Monthly Base Rent, Monthly Variable Rent, Monthly Finance Rent, Termination Payment, Casualty Payment, Late Return Payment, Monthly Supplemental Payment, Availability Payment obligation on the due date thereof or (ii) any other amount payable under this Lease, and, in any such case under clause (i) or (ii), that continues for a period of five (5) Business Days (without giving effect to any payment made with available Enhancement); provided, that in the case of clause (ii) above, such five (5) Business Day period shall commence on the earlier of (x) date notice of such event is given by the Lessor, the Master Collateral Agent or the Trustee to the applicable Lessee and the Guarantor and (y) the date the Master Servicer or Lessee otherwise obtain actual knowledge thereof; 17.1.2 any unauthorized assignment or transfer of this Lease by a Lessee or the Guarantor occurs; 17.1.3 the failure of a Lessee or the Guarantor to observe or perform any other covenant, condition, agreement or provision hereof, which failure has a Material Adverse Effect on its behalfthe Lessor, and such default continues for more than thirty (30) fails days after the earlier to make any Rental Payment occur of (a) the date a Responsible Officer of such Lessee obtains actual knowledge of such default or (b) the date written notice thereof is delivered by the Lessor, the Master Collateral Agent or the Trustee to such Lessee; provided, however, that if such failure cannot reasonably be cured within such thirty (30) day period, no Lease Event of Default shall result therefrom so long as, within such thirty (30) day period, such Lessee (i) commences to cure same, (ii) delivers written notice to the Lessor, the Master Collateral Agent and the Trustee notifying the Lessor, the Master Collateral Agent and the Trustee of such default and setting forth the steps such Lessee intends to take in order to cure such default and (iii) thereafter diligently prosecutes such cure to completion and completely cures such default on or before the Business Day prior to sixtieth (60th) day after the Scheduled Monthly Reporting Date immediately following earlier of the due date thereof; dates set forth in clause (a) and clause (b) above; 17.1.4 if any representation or warranty made by a Lessee (or the Guarantor on its behalf) fails to pay proves untrue in any other amount (other than respect as set forth in Section 3.1(a) (Lease Events of Default)) due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 Business Days following the date of receipt of a written notice from Lessor specifying the breach; (c) any Lessee breaches Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written the issuance or making thereof, which inaccuracy or falsehood has a Material Adverse Effect on the Lessor, and the event, circumstance or condition giving rise to such inaccuracy or falsehood is not eliminated or otherwise cured within thirty (30) days after notice thereof from Lessor specifying the breachLessor, the Master Collateral Agent or the Trustee to such Lessee; 17.1.5 an Event of Bankruptcy occurs with respect to a Lessee or the Guarantor; 17.1.6 a Servicer Default occurs; provided, that if a Servicer Default occurs under clauses (di) or (iv) of the definition of “Servicer Default”, such Servicer Default shall not constitute a Lease Event of Default unless and until the Trustee takes any action to terminate the Servicers; 17.1.7 the failure, in any material respect, of the Lessee breaches any other representationto maintain, warrantyor cause to be maintained, covenant or other provision of insurance as required in Section 6; 17.1.8 this Agreement or any other Transaction Document in any material respect (other than as specified in paragraphs (a), (b) and (c) above), and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (e) any Originator breaches any provision of any Transaction Document to which it is a party in any material respect and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (f) [reserved]; (g) a Servicer Replacement Event occurs; (h) Sprint’s license to provide wireless telephony services is terminated and not replaced; (i) the occurrence of an Insolvency Event with respect to a Sprint Party; (j) the Guarantor fails to pay any amount due and payable under the Sprint Guarantee, or the Sprint Guarantee is terminated or portion hereof ceases to be in full force and effect for in any reason material respect (other than termination in accordance with its termsfollowing the Expiration Date) before or a proceeding shall be commenced by the Final Settlement Date, unless such breach is remedied within 5 Business Days Lessee to establish the invalidity or unenforceability of the date of receipt of a written notice from Lessor specifying the breach; (k) a Change of Control has occurredthis Lease; or (l) the Performance Support Provider fails 17.1.9 a Liquidation Event of Default with respect to perform any Group VIII Series of its obligations under the Performance Support Agreement, or the Performance Support Agreement is terminated or ceases to be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breachNotes occurs.

Lease Events of Default. A The following events shall constitute a "Lease Event Events of Default occurs ifDefault": (a) (i) any Lessee (or the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation on the due date thereof or (ii) any Lessee (or the Guarantor on its behalf) fails shall fail to make any Rental payment of Base Rent, a Termination Value Payment on or before the a Stipulated Loss Value Payment within five (5) Business Day prior to the Scheduled Monthly Reporting Date immediately following the Days after notice that such amount is due date thereofand unpaid; (b) Lessee shall fail to make any Lessee late payment and/or Default Interest within ten (or the Guarantor on its behalf10) fails to pay any other days after notice that such amount (other than as set forth in Section 3.1(a) (Lease Events of Default)) is due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 Business Days following the date of receipt of a written notice from Lessor specifying the breachunpaid; (c) Lessee shall fail to make any Lessee breaches Section 2.3(bother payment of Supplemental Rent, other than any amount described in clause (a) or clause (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Businessb) of this AgreementArticle 16, and such breach is not remedied within 10 Business Days failure shall continue for a period of the date ten (10) days after notice of receipt of written notice such failure to Lessee from Lessor specifying the breachor Lender; (d) Lessee shall fail to timely perform or observe any Lessee breaches any other representation, warranty, covenant or other provision of this Agreement or any other Transaction Document in any material respect agreement (other than as not otherwise specified in paragraphs this Article 16) to be performed or observed by it hereunder and such failure shall continue for a period of thirty (a)30) days after written notice thereof from Lessor or the Lender; PROVIDED that the continuation of such a failure for thirty (30) days or longer after such notice shall not constitute a Lease Event of Default if such failure can be cured, but cannot reasonably be cured within such thirty (b30) and (c) above)day period, and Lessee shall commence to cure such breach is not remedied failure within 10 Business Days such thirty (30) day period and shall be diligently and continuously prosecuting the cure of the date of receipt of written notice from Lessor specifying the breach;such failure. (e) except to the extent the Lessee is permitted to self-insure pursuant to Section 9.1(b) and Schedule 9.1, Lessee shall fail to carry or maintain in full force any Originator breaches any provision insurance required hereunder, and such failure shall continue for five (5) business days after such obligations arises, but not beyond the expiration date of any Transaction Document to which it is a party in any material respect and such breach is not remedied within 10 Business Days required policy of the date of receipt of written notice from Lessor specifying the breachinsurance; (f) [reserved];any representation or warranty made by the Lessee herein shall prove to have been incorrect in any material respect when such representation or warranty was made and shall remain materially incorrect at the time in question, and is not cured in all material respects within thirty (30) days of notice to Lessee of such breach; PROVIDED that the continuation of such a failure for thirty (30) days or longer after such notice shall not constitute a Lease Event of Default if such failure can be cured, but cannot reasonably be cured within such thirty (30) day period, and Lessee shall commence to cure such failure within such thirty (30) day period and shall be diligently and continuously prosecuting the cure of such failure. (gA) Lessee makes any general arrangement or assignment for the benefit of creditors; (B) Lessee becomes a Servicer Replacement Event occurs; "debtor" as defined in 11 U.S.C. Section 101 or any successor statute thereto (h) Sprint’s license to provide wireless telephony services is terminated and not replaced; (i) unless, in the occurrence of an Insolvency Event with respect to a Sprint Party; (j) the Guarantor fails to pay any amount due and payable under the Sprint Guarantee, or the Sprint Guarantee is terminated or ceases to be in full force and effect for any reason (other than termination in accordance with its terms) before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt case of a written notice from Lessor specifying petition filed against Lessee, the breach; (k) a Change of Control has occurred; or (l) the Performance Support Provider fails to perform any of its obligations under the Performance Support Agreement, or the Performance Support Agreement same is terminated or ceases to be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied dismissed within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breach.ninety

Lease Events of Default. A Lease Event of Default occurs if: (a) Lessee shall fail to make payment of (i) any Lessee Basic Rent (or except as set forth in clause (ii)) within five (5) days after the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received same has become due and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation on the due date thereof payable or (ii) any Lessee (Termination Value, on the date any such payment is due, or the Guarantor any payment of Basic Rent or Supplemental Rent due on its behalf) fails to make any Rental Payment on or before the Business Day prior to the Scheduled Monthly Reporting Date immediately following the due date thereofof any such payment of Termination Value, or any amount due on the Expiration Date; (b) Lessee shall fail to make payment of any Lessee Supplemental Rent (other than Supplemental Rent referred to in Section 17(a)(ii)) within five (5) days after notice that such payment is due and payable or the Guarantor on its behalf) fails shall fail to pay make any other payment of any amount (other than as set forth in Section 3.1(a) (Lease Events of Default)) under any Operative Agreement which has become due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 Business Days following the date of (subject to any applicable grace period) after receipt of a written notice from Lessor specifying the breachthat such payment is due; (c) any Lessee breaches Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) shall fail to maintain insurance as required by Article XIV of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breachLease; (d) Lessee shall fail to observe or perform any Lessee breaches any other representation, warrantymaterial term, covenant or other provision condition of Lessee under this Agreement Lease (including without limitation the Incorporated Covenants) or any other Transaction Document in any material respect (Operative Agreement to which Lessee is a party other than as specified those set forth in paragraphs (aSections 17.1(a), (b) and or (c) above)hereof, or the Guarantor shall fail to observe or perform any term, covenant, obligation or condition of the Guarantor under any Operative Agreement other than those set forth in Section 17.1(b) hereof, or any representation or warranty made by Lessee or the Guarantor set forth in this Lease (including without limitation the Incorporated Representations and Warranties) or in any other Operative Agreement or in any document entered into in connection herewith or therewith or in any document, certificate or financial or other statement delivered in connection herewith or therewith shall be false or inaccurate in any material way, and, to the extent such failure, misrepresentation or breach of warranty is capable of being cured, such failure, misrepresentation or breach of warranty shall remain uncured for a period of fifteen (15) days after the Lessee or the Guarantor has reason to know or notice thereof; provided, that if such failure misrepresentation or breach is not remedied within 10 Business Days capable of being cured or if there is no cure period for breach of the date of receipt of written notice from Lessor specifying Incorporated Representations and Warranties or Incorporated Covenants in the breachCapital One Credit Agreement or any New Facility the grace period referred to in this subclause (d) shall not apply; (e) any Originator breaches any provision An Agency Agreement Event of any Transaction Document to which it is a party in any material respect Default shall have occurred and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breachbe continuing; (f) [reservedIntentionally Omitted]; (g) a Servicer Replacement Event occurs[Intentionally Omitted]; (h) Sprint’s license The liquidation or dissolution of the Construction Agent or any Credit Party, or the suspension of the business of the Construction Agent or any Credit Party, or the filing by the Construction Agent or any Credit Party of a voluntary petition or an answer seeking reorganization, arrangement, readjustment of its debts or for any other relief under the United States Bankruptcy Code, as amended, or under any other insolvency act or law, state or federal, now or hereafter existing, or any other action of the Construction Agent or any Credit Party indicating its consent to, approval of or acquiescence in, any such petition or proceeding; the application by the Construction Agent or any Credit Party for, or the appointment by consent or acquiescence of the Construction Agent or any Credit Party of a receiver, a trustee or a custodian of the Construction Agent or any Credit Party for all or a substantial part of its property; the making by the Construction Agent or any Credit Party of any assignment for the benefit of creditors; the inability of the Construction Agent or any Credit Party or the admission by the Construction Agent or any Credit Party in writing of its inability to provide wireless telephony services is terminated and not replacedpay its debts as they mature; or the Construction Agent or any Credit Party taking any corporate action to authorize any of the foregoing; (i) the occurrence The filing of an Insolvency Event with respect to involuntary petition against the Construction Agent or any Credit Party in bankruptcy or seeking reorganization, arrangement, readjustment of its debts or for any other relief under the United States Bankruptcy Code, as amended, or under any other insolvency act or law, state or federal, now or hereafter existing; or the involuntary appointment of a Sprint receiver, a trustee or a custodian of the Construction Agent or any Credit Party for all or a substantial part of its property; or the issuance of a warrant of attachment, execution or similar process against any substantial part of the property of the Construction Agent or any Credit Party, and the continuance of any of such events for ninety (90) days undismissed or undischarged; (j) the Guarantor fails to pay any amount due and payable under the Sprint Guarantee, or the Sprint Guarantee is terminated or ceases to be in full force and effect for any reason (other than termination in accordance with its terms) before the Final Settlement Date, unless such breach is remedied within 5 Business Days The adjudication of the date of receipt of a written notice from Lessor specifying the breachConstruction Agent or any Credit Party as bankrupt or insolvent; (k) a Change The entering of Control has occurred; orany order in any proceedings against the Construction Agent or any Credit Party decreeing the dissolution, divestiture or split-up of the Construction Agent or any Credit Party, and such order remains in effect for more than sixty (60) days; (l) Any material report, certificate, financial statement or other instrument delivered to Lessor by or on behalf of the Performance Support Provider fails Construction Agent or any Credit Party pursuant to perform the terms of this Lease or any of its obligations under the Performance Support Agreement, or the Performance Support other Operative Agreement is terminated false or ceases misleading in any material respect when made or delivered; (m) Any Capital One Credit Agreement Event of Default (other than a Capital One Credit Agreement Event of Default attributable solely to be in full force and effect for any reason before the Final Settlement DateCapital One, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breach.F.S.

Lease Events of Default. A If any one or more of the following ----------------------- events (each a "Lease Event of Default occurs if:Default") shall occur: ---------------------- (a) Lessee shall fail to make payment of (i) any Lessee Basic Rent within five (or 5) Business Days after the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received same has become due and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation on the due date thereof payable or (ii) any Lessee (Maximum Residual Guarantee Amount, Purchase Option Price or Termination Value after the Guarantor on its behalf) fails to make any Rental Payment on or before the Business Day prior to the Scheduled Monthly Reporting Date immediately following the same has become due date thereof;and payable; or (b) any Lessee (or the Guarantor on its behalf) fails shall fail to pay make payment of any other amount (other than as set forth in Section 3.1(a) (Lease Events of Default)) Supplemental Rent due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 five (5) Business Days following the date of after receipt of a written notice from Lessor specifying the breach;thereof; or (c) any Lessee breaches shall fail to maintain insurance as required by Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach;14; or (d) Lessee or the Guarantor shall fail to observe or perform any Lessee breaches any other representation, warrantyterm, covenant or other provision condition of Lessee or the Guarantor, respectively, under this Agreement Lease, the Participation Agreement, the Guarantee or any other Transaction Document in any material respect (other than as specified in paragraphs (a), (b) and (c) above), and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (e) any Originator breaches any provision of any Transaction Document Operative Agreement to which it is a party (other than those set forth in Section 17.1(a), (b) or (c) hereof) or any representation or warranty by Lessee or the Guarantor, respectively, set forth in this Lease, the Guarantee or in any other Operative Agreement or in any document entered into in connection herewith or therewith or in any document, certificate or financial or other statement delivered in connection herewith or therewith shall be false or inaccurate in any material respect way (including those representations and such breach is not remedied within 10 Business Days warranties set forth in Section 7.3 of the date Participation Agreement, which representations and warranties are made only on and as of receipt the Closing Date); or (e) Lessee, the Guarantor or a Material Subsidiary shall (i) admit in writing its inability to pay its debts generally as they become due, (ii) file a petition under the United States bankruptcy laws or any other applicable insolvency law or statute of written notice from Lessor specifying the breach;United States of America or any State or Commonwealth thereof, (iii) make a general assignment for the benefit of its creditors, (iv) consent to the appointment of a receiver of itself or the whole or any substantial part of its property, (v) fail to cause the discharge of any custodian, trustee or receiver appointed for Lessee or the Guarantor or the whole or a substantial part of its property within ninety (90) days after such appointment, or (vi) file a petition or answer seeking or consenting to reorganization under the United States bankruptcy laws or any other applicable insolvency law or statute of the United States of America or any State or Commonwealth thereof; or (f) [reserved];insolvency proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency law or statute of the United States of America or any State or Commonwealth thereof shall be filed against Lessee, the Guarantor or a Material Subsidiary and not dismissed within ninety (90) days from the date of its filing, or a court of competent jurisdiction shall enter an order or decree appointing, without its consent of, a receiver of Lessee or the Guarantor or the whole or a substantial part of its property, and such order or decree shall not be vacated or set aside within ninety (90) days from the date of the entry thereof; or (g) Lessee or the Guarantor or any Subsidiary shall engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Servicer Replacement Plan shall arise on the assets of the Lessee or any Subsidiary, (iii) a Reportable Event occurs;shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the Lessee or any Subsidiary shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; or (h) Sprint’s license a Credit Agreement Event of Default pursuant to provide wireless telephony services is terminated and not replaced; Section 6.1(g), (i) the occurrence of an Insolvency Event with respect to a Sprint Party; ), (j) the Guarantor fails to pay any amount due and payable under the Sprint Guarantee, or the Sprint Guarantee is terminated or ceases to be in full force and effect for any reason (other than termination in accordance with its terms) before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breach; (k) a Change of Control has occurred; or (l) the Performance Support Provider fails to perform any of its obligations under the Performance Support Agreement, or the Performance Support Agreement is terminated or ceases to be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date Credit Agreement shall have occurred and be continuing; then, in any such event, Lessor may, in addition to the other rights and remedies provided for in this Section 17 and in Section 18.1, terminate this Lease by giving Lessee ten (10) days notice of receipt such termination, and this Lease shall terminate. Lessee shall, to the fullest extent permitted by law, pay as Supplemental Rent all costs and expenses incurred by or on behalf of Lessor, including fees and expenses of counsel, as a written notice from Lessor specifying the breachresult of any Lease Event of Default hereunder.

Lease Events of Default. A Lease Event of Default occurs ifshall be deemed to have occurred if any one or more of the following events (each a "Lease Event of Default") shall occur: (a) Lessee shall fail to make payment hereunder of (i) any Lessee Interim Project Loan Basic Rent or any Supplemental Rent that consists of principal under the Interim Project Loan Note within five (or 5) Business Days after the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received same has become due and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation on the due date thereof payable or (ii) any Lessee (the purchase price under Article XXI or Termination Value after the Guarantor on its behalf) fails to make any Rental Payment on or before the Business Day prior to the Scheduled Monthly Reporting Date immediately following the same has become due date thereofand payable; (b) Lessee shall, subject to the terms of Article XXIII with respect to the Excepted Amounts, fail to make payment of any Lessee (Developer Basic Rent or the Guarantor on its behalf) fails to pay any other amount Supplemental Rent (other than as with respect to those items set forth in clause (ii) of Section 3.1(a) (Lease Events of Default18.1(a)) due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 ten (10) Business Days following the date of after receipt of a written notice thereof from Lessor specifying the breachor Bank; (c) any Lessee breaches Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breachshall fail to maintain insurance as required by Article XV; (d) Lessee shall fail to observe or perform, beyond applicable notice and cure periods, if any, any Lessee breaches any other representation, warrantyterm, covenant or other provision condition of Lessee under this Agreement Lease or any other Transaction Document in any material respect (Operative Agreement to which it is a party, other than as specified with respect to those set forth in paragraphs (aSection 18.1(a), (b) and or (c) above)hereof; or any default shall have occurred and be continuing, beyond applicable notice and cure periods, if any, which such breach default is not remedied within 10 Business Days of attributable, directly or indirectly, to any Guarantor under the date of receipt of written notice from Lessor specifying the breachOperative Agreements; (e) any Originator breaches representation or warranty made by Lessee or any provision of Guarantor (i) in this Lease, (ii) in any Transaction Document other Operative Agreement to which it Lessee or any Guarantor is a party party, (iii) in any document entered into by Lessee or any Guarantor in connection herewith or therewith or (iv) in any document, certificate or financial or other statement delivered by or on behalf of Lessee or any Guarantor in connection herewith or therewith shall be false or inaccurate in any material respect and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach;when so made. (f) [reserved]any Guarantor (other than Lessee) shall default after applicable notice and cure periods in the due performance or observance by it of any term, covenant or agreement contained in any Operative Agreement; (g) (i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a Servicer Replacement Event occurs;court of competent jurisdiction seeking (A) relief in respect of any Guarantor or Lessee or of a substantial part of the Property or assets of any Guarantor or Lessee under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (B) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Guarantor or Lessee or for a substantial part of the property or assets of any Guarantor or Lessee, (C) the winding up or liquidation of any Guarantor or Lessee, and such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) any Guarantor or Lessee shall (A) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (i) above, (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Guarantor or Lessee or for a substantial part of the property or assets of any Guarantor or Lessee, (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (E) make a general assignment for the benefit of creditors, (F) become unable, admit in writing its inability or fail generally to pay its debts as they become due, or (G) take any action for the purpose of effecting any of the foregoing; and (h) Sprint’s license to provide wireless telephony services is terminated and not replaced; (i) the occurrence of an Insolvency Event with respect to a Sprint Party; (j) the Guarantor fails to pay any amount due and payable under the Sprint Guarantee, Guarantee or the Sprint Guarantee is terminated or ceases any provision thereof shall cease to be in full force and effect for effect, or any reason (other than termination in accordance with its terms) before Guarantor, or any Person acting by or on behalf of such Guarantor, shall deny or disaffirm such Guarantor's obligations under any Guarantee. Upon the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt occurrence of a written Lease Event of Default, Lessor may, in addition to the other rights and remedies provided for in this Article XVIII and in Section 19.1, terminate this Lease by giving Lessee thirty (30) days notice from Lessor specifying the breach; (k) a Change of Control has occurredsuch termination, and this Lease shall terminate, and all rights of Lessee under this Lease shall cease; or (l) the Performance Support Provider fails to perform any provided, however, that nothing herein shall relieve Lessee of its obligations under in all cases to pay either all of the Performance Support Agreement, Rent or the Performance Support Agreement is terminated or ceases to be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breachTermination Value.

Lease Events of Default. A Lease Event The occurrence of Default occurs ifany one or more of the following events (whether such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall constitute a "LEASE EVENT OF DEFAULT": (a) the Lessee shall fail to make payment of (i) any Lessee Basic Rent within five (or 5) days after the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received same has become due and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation on the due date thereof payable, or (ii) any Lessee (Property Balance, Purchase Option Price, Loan Balance or the Guarantor on its behalf) fails Lease Balance, including, without limitation, amounts due pursuant to make any Rental Payment on SECTIONS 15.1, 15.2, 18.1, 18.2, or before the Business Day prior to the Scheduled Monthly Reporting Date immediately following the due date thereof20.1; (b) the Lessee shall fail to make payment of any Lessee (or the Guarantor on its behalf) fails to pay any other amount (other than as set forth in Section 3.1(a) (Lease Events of Default)) Supplemental Rent due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 Business Days following the date of five (5) days after receipt of a written notice from Lessor specifying the breachthereof; (c) any the Lessee breaches Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) shall fail to maintain insurance as required by ARTICLE XIII of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breachMaster Lease; (d) any the Lessee breaches any other representationshall fail to deposit with the Collateral Agent, warranty, covenant or other provision of this Agreement or any other Transaction Document within the time set forth in any material respect (other than as specified in paragraphs (a), (b) and (c) above), and such breach is not remedied within 10 Business Days Section 6.1 of the date of receipt of written notice from Lessor specifying Participation Agreement, the breachDeficiency Collateral; (e) the Lessee shall not be in compliance with Section 10.1(f)(i), (ii) or (iii) of the Participation Agreement; (f) the Lessee shall fail to observe or perform any Originator breaches term, covenant or condition of the Lessee under this Lease or the Operative Documents to which it is party other than those described in SECTION 20.1(a), (b), (c), (d) or (e) hereof, and such failure shall have continued for thirty (30) days after the earlier of (i) delivery to the Lessee of written notice thereof from the Lessor or (ii) a Responsible Employee of the Lessee shall have knowledge of such failure; PROVIDED FURTHER, that failure by the Lessee to fully comply with the requirements of SECTION 20.1 hereof shall not be subject to any provision cure period; provided, however, that no Event of Default shall be deemed to have occurred under this subsection until one hundred twenty (120) days has elapsed so long as throughout such time, the Lessee is diligently pursuing a cure for such breach (to the extent such breach may be cured); (g) any Transaction Document representation or warranty made by the Lessee in any of the Operative Documents to which it is a party in any material respect shall prove to have been Materially inaccurate at the time made, and if such breach is inaccuracy can be cured, it shall not remedied have been cured within 10 Business Days thirty (30) days after the earlier of (i) delivery to the date of receipt Lessee of written notice thereof from the Lessor specifying the breach; or (f) [reserved]; (gii) a Servicer Replacement Responsible Employee of the Lessee shall have knowledge of such inaccuracy; provided, however, that no Event occursof Default shall be deemed to have occurred under this subsection until one hundred twenty (120) days has elapsed so long as throughout such time, the Lessee is diligently pursuing a cure for such breach (to the extent such breach may be cured); (h) Sprint’s license the Lessee shall (i) admit in writing its inability to provide wireless telephony services is terminated and not replacedpay its debts generally as they become due, (ii) file a petition under the United States bankruptcy laws or any other applicable insolvency law or statute of the United States of America or any State or Commonwealth thereof, (iii) make a general assignment for the benefit of its creditors, (iv) consent to the appointment of a receiver of itself or the whole or any substantial part of its property, (v) fail to cause the discharge of any custodian, trustee or receiver appointed for the Lessee or the whole or a substantial part of its property within sixty (60) days after such appointment, or (vi) file a petition or answer seeking or consenting to reorganization under the United States bankruptcy laws or any other applicable insolvency law or statute of the United States of America or any State or Commonwealth thereof; (i) insolvency proceedings or a petition under the occurrence United States bankruptcy laws or any other applicable insolvency law or statute of the United States of America or any State or Commonwealth thereof shall be filed against the Lessee and not dismissed within ninety (90) days from the date of its filing, or a court of competent jurisdiction shall enter an Insolvency Event with respect to order or decree appointing, without the consent of the Lessee a Sprint Partyreceiver of the Lessee or the whole or a substantial part of any of its property and such order or decree shall not be vacated or set aside within ninety (90) days from the date of the entry thereof; (j) any member of the Guarantor fails ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $5,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any amount due and payable under member of the Sprint GuaranteeERISA Group, any plan administrator or any combination of the foregoing; or the Sprint Guarantee is terminated or ceases PBGC shall institute proceedings under Title IV of ERISA to be in full force and effect for any reason terminate, to impose liability (other than termination for premiums under Section 4007 of ERISA) in accordance respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with its terms) before the Final Settlement Daterespect to, unless such breach is remedied within 5 Business Days one or more Multiemployer Plans which could cause one or more members of the date ERISA Group to incur a current payment obligation in excess of receipt of a written notice from Lessor specifying the breach$5,000,000; (k) any judgments or orders for the payment of money, in any case not covered by insurance, individually or in the aggregate in excess of $5,000,000 shall be rendered against the Lessee, and such judgment or order shall continue unsatisfied and unstayed (pursuant to laws, rules or court orders) for a Change period of Control has occurredthirty (30) days; (l) an event of default, as defined in any agreement, mortgage, indenture or instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness of the Lessee with respect to any Property, whether such indebtedness now exists or shall hereafter be created, shall happen and such indebtedness individually or in the aggregate shall exceed $5,000,000 and shall be due and payable prior to its stated maturity; (m) any Lien granted under any Operative Document shall, in whole or in part, terminate, cease to be effective against, or cease to be the legal, valid, binding and enforceable obligation of, the Lessee; (n) the Lessee shall directly or indirectly contest the validity of any Operative Document in any manner in any court of competent jurisdiction or any lien granted by any Operative Document; or (lo) the Performance Support Provider fails to perform any a Loan Agreement Event of its obligations under the Performance Support AgreementDefault, a Guaranty Event of Default or the Performance Support a Construction Agency Agreement is terminated or ceases to Event of Default shall have occurred and be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breachcontinuing.

Lease Events of Default. A The occurrence of any one or more of the ----------------------- following events (whether such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall constitute a "Lease Event of Default occurs if:-------------- Default": ------- (a) the Lessee shall fail to make payment of (i) any Lessee Basic Rent (other than a payment of Basic Rent due on the Expiration Date or Termination Date) within five (5) Business Days after the same has become due and payable, (ii) any Partial Purchase Option Price or other amounts due on a Partial Purchase Date pursuant to Section 20.5, after the same has become due and payable, or ------------ (iii) Basic Rent, Purchase Option Price, Asset Termination Value or Residual Value Guarantee Amount or other amounts due on the Expiration Date or the Servicer on its behalfTermination Date, including, without limitation, amounts due pursuant to Sections 16.2, 16.3, 16.4, 20.1, 20.2, 20.3 or 22.1, after the same has become --------------------------------------------------- due and payable; (b) fails the Lessee shall fail to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction make payment of any Rental Payment obligation on Supplemental Rent (other than Supplemental Rent referred to in clause (a) of this Section) due and ---------- payable within thirty (30) days after written notice thereof; (c) the due date Lessee shall fail to maintain insurance as required by Article ------- XIV of this Lease, and such failure is either a failure to have in force a --- policy of insurance substantially meeting the requirements of Article XIV, or if ----------- such policy is in effect, then any deviation of such policy from the requirements of Article XIV is not cured within twenty (20) days after the ----------- earlier of (i) receipt of written notice thereof or (ii) any the Lessee (or the Guarantor on its behalf) fails to make any Rental Payment on or before the Business Day prior to the Scheduled Monthly Reporting Date immediately following the due date having knowledge thereof; (b) any Lessee (or the Guarantor on its behalf) fails to pay any other amount (other than as set forth in Section 3.1(a) (Lease Events of Default)) due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 Business Days following the date of receipt of a written notice from Lessor specifying the breach; (c) any Lessee breaches Section 2.3(b) (Liens), Section 2.12 (Non-Return Remedies), Section 2.13(b) (Upgrade Exchanges), Section 4.1(a) (Indemnities), Section 6.7 (Licenses and approvals), Section 7.1(i) (Notification of Default), Section 7.2(b) (No Modification of Customer Leases), or Section 7.2(c) (Change in Credit and Collection Policy, Upgrade Policy or Business) of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (d) the Lessee shall fail to observe or perform any Lessee breaches any other representation, warrantyterm, covenant or other provision condition of the Lessee under this Lease, the Participation Agreement or any other Transaction Document in any material respect (other than as specified in paragraphs (a), (b) and (c) above), and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach; (e) any Originator breaches any provision of any Transaction Operative Document to which it is a party (other than those described in Section 17.1(a), (b),or (c) hereof), or any representation or warranty set forth --------------------------- in this Lease or in any material respect other Operative Document or in any document entered into in connection herewith or therewith or in any document, certificate or financial or other statement delivered in connection herewith or therewith shall be false or inaccurate in any Material way, and such failure or misrepresentation or breach is not remedied within 10 Business Days of the date warranty shall remain uncured for a period of thirty (30) days after receipt of written notice thereof; provided, -------- that if such failure to perform is not capable of being cured within such period but is capable of being cured within one hundred eighty (180) days after the occurrence of such default and the Lessee is proceeding diligently to cure such default, the Lessee shall be entitled to request an additional period (not to exceed one hundred eighty (180) days from Lessor specifying the breachdate of such default) to cure such default; (e) the Lessee or any of the Lessee's Subsidiaries (i) shall fail to make a payment or payments in an aggregate amount of $2,500,000 or more when due under the terms of any Funded Debt to be paid by such Person (excluding this Lease or any intercompany indebtedness between the Lessee and any of its Subsidiaries, but including any other evidence of indebtedness of the Lessee or any of its Subsidiaries to any Participant) and such failure shall continued beyond any period of grace provided with respect thereto, or (ii) shall fail to make any other payment or payments when due under or otherwise default in the observance or performance of any other agreement, term or condition contained in any such Funded Debt, and the effect of such failure or default is to cause, or permit the holder or holders thereof to cause, indebtedness in an aggregate amount of $10,000,000 or more to become due prior to its stated date of maturity; or (iii) there shall occur to exist any other event or condition which causes, or permits the holder or holders of such indebtedness to cause, indebtedness in an aggregate amount of $10,000,000 or more to become due prior to its stated date of maturity (whether through holder puts, mandatory redemptions or prepayments or otherwise); (f) [reserved]the Lessee or any of Lessee's Material Subsidiaries (except with respect to clause (v) below) shall (i) apply for or consent to the appointment ---------- of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of it or any of its creditors, (iv) be dissolved or liquidated in full or in part, (v) no longer be Solvent; (vi) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vii) take any action for the purpose of effecting any of the foregoing; (g) proceedings for the appointment of a Servicer Replacement Event occursreceiver, trustee, liquidator or custodian of the Lessee or any of the Lessee's Material Subsidiaries or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Lessee or any of the Lessee's Material Subsidiaries or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within sixty (60) days of commencement; (h) Sprint’s license to provide wireless telephony services is terminated a final nonappealable judgment or order for the payment of money in excess of $10,000,000 (exclusive of amounts which are covered by insurance issued by an insurer satisfying the requirements set forth in Section 10.1(d) of ------------------ the Participation Agreement) shall be rendered against the Lessee or any of its --------------------------- Subsidiaries and the same shall remain undischarged and unpaid for a period of thirty (30) days during which execution shall not replacedbe effectively stayed; (i) any Reportable Event occurs which constitutes grounds for the occurrence termination of an Insolvency Event any Employee Benefit Plan by the PBGC or for the appointment of a trustee by the PBGC to administer any Employee Benefit Plan, or any Employee Benefit Plan shall be terminated with respect unfunded liabilities within the meaning of Title IV of ERISA or a trustee shall be appointed by the PBGC to administer any Employee Benefit Plan, in each case which could reasonably be expected to have a Sprint PartyMaterial Adverse Effect; (j) the Guarantor fails to pay any amount due and payable under the Sprint Guarantee, or the Sprint Guarantee is terminated or ceases to be in full force and effect for any reason (other than termination in accordance with its terms) before the Final Settlement Date, unless such breach is remedied within 5 Business Days Change of the date of receipt of a written notice from Lessor specifying the breachControl shall occur; (k) a Change Guarantee Event of Control has occurredDefault shall have occurred and be continuing; (l) if the Lessee shall not have exercised its Purchase Option pursuant to Section 20.1 hereof and the Lessee shall have validly exercised its ------------ Remarketing Option pursuant to Section 22.1 hereof, the Lessee shall have failed ------------ (i) to consummate a sale of the Property in the manner provided therein on the Expiration Date and to pay to the Agent (or such other Person as the Agent may direct) pursuant to such Section the Residual Value Guarantee Amount and the other amounts required thereby, or (ii) to purchase the Lessor's interest in the Property on the Expiration Date as provided in Section 20.2 hereof and to pay to ------------ the Lessor the Asset Termination Value therefor on the Expiration Date as required thereby; (m) a Construction Agency Agreement Event of Default shall have occurred and be continuing; (n) the Lessee shall have abandoned or constructively abandoned all or any material portion of the Property for a period of thirty (30) consecutive days; or (lo) an Environmental Violation shall occur that, in the reasonable opinion of the Lessor and the Required Participants, based on an Environmental Audit, constitutes a Significant Event and the Lessee shall not, within thirty (30) days after notice from the Lessor, have delivered a Termination Notice with respect thereto pursuant to Section 16.1 hereof or, if so delivered, repurchase ------------ of the Property shall not have been consummated on the Termination Date pursuant to Section 16.2 hereof; or ------------ (p) the Performance Support Provider fails Lessee shall have elected to perform any of its obligations under or be required to purchase the Performance Support Agreement, Property pursuant to Sections 16.3 or 16.4 hereof and such purchase shall not --------------------- have been consummated on the Performance Support Agreement is terminated or ceases Termination Date pursuant to be in full force and effect for any reason before the Final Settlement Date, unless either such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breachSection.