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<br /> UHIBIT E
<br /> Landlord's Waiver and Consent
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<br /> THIS LANDLOR-D' S WAIVER AND CONSENT ("Consent") is made and entered into this I st day of
<br /> October, 1998, by O'Hara Plumbing Company, Inc. ('"Landlord") in favor of NTFC Capital Corporation., a
<br /> Delaware comoration ("Lender"). 0.
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<br /> A. Landlord is owner of certain real property located in IWI County, Nebraska, being more
<br /> particularly described on Exhibit A, attached to the Lease (the "Ska").
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<br /> 8. the Site has been leased to Wireless IL L_L.C. ("Less") by a lease agreement dated October 1,
<br /> 1998, (the "Lease) to which this exhibit is attached.
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<br /> C. Lender will be extending loans and other financial accommodations to Lessee for the purpose of
<br /> financing Lessee's acquisition, construction, installation, maintenance and operation of a Perspnal
<br /> Communications System (the "System"), part of which may be located at the Site.
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<br /> D. As a condition of extending such loans and other financial accommodations, Lender has required,
<br /> among other things, that Lessee grand to Z!nder security interests in the System and in certain of
<br /> Lessee's property, including, without limitation, machinery, equipment, fixtures and inventory,
<br /> whether now owned or hereafter acquired ("Collateral"), a portion of which Collateral is and may
<br /> hereafter be located on or about the Site, and that Lessee execute a leasehold mortgage or
<br /> collateral assignment of !ease, conveying to Lender Lessee's leasehold interest in the Site as
<br /> collateral for the loans to be shade by Lender to Lessee.
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<br /> NOW TREREFORE, in order to induce Lender to continue to extend financial accommodations to
<br /> Lessee, which will aid Lessee in meeting its obligations to Landlord, and for other good and valuable
<br /> consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord hereby agrees with
<br /> Lender as follows'
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<br /> 1. Landlord hereby consents to Lessee's granting to Lender a lien on Lessee's leasehold
<br /> interest in the Site (including any purchase option, access rights, utility easements and rights of way) and
<br /> executing a leasehold mortgage, leasehold deed of trust, or collateral assignment in favor of Lender (the
<br /> .'Leasehold. Mortgage').
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<br /> 2. Landlord consents to Lessee's granting Lender a security interest in the Collateral.
<br /> Lender's security interests and liens in the Collateral shalt be superior to any title or interest which the
<br /> Landlord may at any time have therein, and, during the term of this Lease, Landlord will not assert against
<br /> any of the Collateral any title or any statutory, common law, contractual or possessory lien, including,
<br /> without limitation, rights of levy or distraint for rent, all of which Landlord hereby subordinates in favor of
<br /> Lender.
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<br /> 3. Landlord hereby agrees that none of the Collateral is subject to the Lease and hereby
<br /> disclaims any and all right, title, interest or claim in or to the Collateral and any cash or non-cash proceeds
<br /> of the Collateral (except with respect to the subordinated landlord lien referred to in Section ? above). The
<br /> Collateral may be affixed to our used in ccanjunction with the Site, but shall remain the Lessee's personal
<br /> property, subject to Lender's lien, at all times. Landlord agrees not to impound or remove any of the
<br /> Collateral from tote Site as long as this Consent is in effect, except as set forth herein.
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