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<br />possession, directly or indirectly, of the power to direct or cause the direction of the management or
<br />policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and
<br />the term "voting securities" means securities or interests entitling the holder thereof to vote for or
<br />designate members of the Board of Directors or individuals performing a similar function.
<br />"AirTouch Competitor" means any Person or entity whose primary business is the provision of
<br />cellular, digital, PCS telephone or other wirelesstwo-way telecommunications services
<br />("Telecommunications Services"). For this purpose, "primary business" shall mean that the lesser of
<br />either (i) five percent (5%) or more of its revenues or (ii) twenty-five million dollars ($25,000,000) or
<br />more of its revenues, are related to or arise from the Person's business activities which constitute
<br />Telecommunications Services.
<br />"AirTouch's Improvements" means each of the following, in each case located on the Reserved
<br />Space, installed by or for the benefit of Sublessors or their Affiliates and used or intended for use by,
<br />Sublessors or their Affiliates: (i) Sublessors' Communications Equipment, (ii) equipment shelters,
<br />equipment buildings, and other constructions, (iii) generators and associated fuel tanks, (iv) grounding
<br />rings for Sublessors' equipment shelters, including grounding wires up to the tie-in to the Tower
<br />grounding ring, (v) connections for utilities service firm the meter to such Communications Equipment,
<br />(vi) other dry utilities, and (vii) one or more foundations, concrete equipment pads or raised platforms for
<br />such Communications Equipment, equipment shelters, buildings and constructions.
<br />"AirTouch Indemnitee" means each Sublessor, its Affiliates, and the respective directors, officers,
<br />employees, contractors, subcontractors, advisors and consultants of such Sublessor or its Affiliates
<br />(except TowerCo and any contractors, subcontractors, advisors and consultants of TowerCo).
<br />"Applicable Governmental Permits" means any Governmental Pemuts (excluding FCC licenses)
<br />held exclusively with respect to the ownership or use of the Towers or Sites of the applicable Sublessor
<br />and not used or useful by the applicable Sublessor in any other part of its or an Affiliate's business and
<br />operations, to the extent that such Governmental Permits are necessary to confer upon TowerCo the
<br />benefits and obligations to be managed by TowerCo under Section 4 of this Agreement.
<br />"Available Space" means, as to any Site, a Tower location, any portion of the Land, any portion of
<br />the Improvements or any other portion, space or area of such Site that is a part of the Subleased Property
<br />(defined below) and available for further sublease by TowerCo to any Space Subtenant (including
<br />AirTouch or any other Sublessor, in such capacity) and all rights appurtenant to such portion, space or
<br />area. .
<br />"Award" means any amounts paid, recovered or recoverable as damages, compensation or
<br />proceeds on account of a Taking, including all amounts paid pursuant to any agreement with such entity
<br />which has been made in settlement or under threat of any such action or proceeding, less the reasonable
<br />costs and expenses (including at~omeys' fees and expenses) incurred in collecting such amounts.
<br />"Claims" means any claims; actions, suits, proceedings, disbursements, judgments, demands,
<br />damages, fees, penalties, fines, losses, liabilities, obligations, costs and expenses, including reasonable
<br />attorneys' fees and amounts paid in settlements.
<br />"Communications Equipment" means, as to any Site, transmitting and/or receiving equipment and
<br />other equipment installed at the Reserved Space (as to AirTouch or any applicable Sublessor) or any
<br />Occupied Space (as to a Space Subtenant), which is or will be necessary in providing, supporting,
<br />servicing or enhancing current and future Wireless Communication Services, including, without
<br />limitation, switches, antennas, microwave dishes and/or antenna of any size, panels, connection boxes,
<br />conduits, transmission lines, cables, amplifiers; filters, power plant; distribution, bracing, testing and
<br />
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