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“ Losses ” means liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable attorneys’ fees and expenses incurred to investigate any such liability or to defend any action relating thereto).

“ Managed Sites ” means (i) any towers or other structures (rooftops, buildings, water towers, etc.) leased or subleased by Company or any Company Subsidiary from the owner or operator thereof and leased or subleased to tenants and (ii) towers or other structures for which Company or any Company Subsidiary provides management and leasing services to the owners subject to a Management Agreement. Any Site that is an Owned Site, a Leased Site or an Other Interest Site shall not be a Managed Site.

“ Management Agreement ” means those certain leases, subleases or management agreements pursuant to which Company or any Company Subsidiary either (i) leases a Managed Site for sublease to a tenant(s), or (ii) provides, among other things, management and leasing services to the owners thereof.

“ Marketed Secondary Offering ” shall have the meaning ascribed thereto in Section 2.5.

“ Master Leases ” means those certain master or multiple site lease agreements set forth in Section 1.1(e) of the Disclosure Schedules pursuant to which certain communications providers lease space on Sites.

“ Material Adverse Effect ” means, when used in connection with Company, any (i) change, (ii) effect, (iii) event, (iv) occurrence, (v) state of facts, or (vi) development which, individually or in the aggregate, have resulted in, or could reasonably be expected to result in, any change or effect, that (A) is materially adverse to the business, financial condition or results of operations of Company and Company Subsidiaries, taken as a whole, or (B) prevents or has a material adverse effect on the ability of Seller to consummate the transactions contemplated by this Agreement; provided , that for purposes of analyzing whether any change, effect, event, occurrence, state of facts or development constitutes a “ Material Adverse Effect ” under this definition, the parties agree that none of the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect: (a) any change relating to the United States or foreign economy or financial, credit or securities markets in general, so long as the effects do not uniquely relate to Company, (b) any adverse change, effect, event, occurrence, state of facts or development reasonably attributable to conditions affecting the industries in which Company or customers of Company participate, so long as the effects do not uniquely relate to Company, (c) any change in GAAP or the accounting rules and regulations of the SEC, so long as the effects do not uniquely relate to Company, (d) any change in Laws of general applicability or interpretations thereof by any Governmental Entity, so long as the effects do not uniquely relate to Company, (e) any change resulting from the announcement of this Agreement, (f) any adverse change, effect, event, occurrence, state of facts or development reasonably attributable to any action taken by Company, or the failure of Company to take action, in each case, in compliance with the terms and conditions of this Agreement, or (g) any outbreak or escalation of major hostilities in which the United States is involved or any act of terrorism within the United States or directed against its facilities or citizens wherever located.

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