169-10 Contract

MASTER MANAGEMENT AND LEASE AGREEMENT STATE OF NEW JERSEY THIS MASTER MANAGEMENT AND LEASE AGREEMENT (the “Agreement”) is made as of the date of the final signature below, by and between the Township of West Orange, a municipal corporation of the State of New Jersey, having a mailing address of 66 Main Street, West Orange, New Jersey 07052 (“Lessor”), and Global Signal Acquisitions IV LLC, a Delaware limited liability company, with its principal place of business located at 2000 Corporate Drive, Canonsburg, Pennsylvania 15317-8564 (“Lessee”). Definitions. “Agreement” means this Ground Lease Agreement. “Approvals” means all certificates, permits, licenses and other approvals which are legally necessary for the Lessee’s intended use of the Leased Premises. “Commencement Date” means the ______ day of _________________, 2010. “Defaulting Party” means the party to this Agreement that has defaulted as provided for in Section 24 of this Agreement. “Non-exclusive licenses” and “Utility Non-exclusive license” have the meanings set forth in Section 7 of this Agreement. “Existing Ground Leases” means those eight (8) leases listed on Exhibit “C” attached hereto. “Hazardous Material” means any substance which is (i) designated, defined, classified or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant or contaminant under any Environmental Law, as currently in effect or as hereafter amended or enacted, (ii) a petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products, (iii) PCBs, (iv) lead, (v) asbestos, (vi) flammable explosives, (vii) infectious materials, or (viii) radioactive materials. "Environmental Law(s)" means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901, et seq., the Toxic Substances Control Act, 15 U.S.C. Sections 2601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. 5101, et seq., and the Clean Water Act, 33 U.S.C. Sections 1251, et seq., as said laws have been supplemented or amended to date, the regulations promulgated pursuant to said laws and any other federal, state or local law, statute, rule, regulation

ns 1251, et seq., as said laws have been supplemented or amended to date, the regulations promulgated pursuant to said laws and any other federal, state or local law, statute, rule, regulation or ordinance which regulates or proscribes the use, storage, disposal, presence, clean-up, transportation or release or threatened release into the environment of Hazardous Material. “Improvements” means a wireless communications facility, including tower structures, equipment shelters, meter boards and related improvements and structures and uses incidental thereto. “Lease Term” means a period of ten (10) years following the Commencement Date of this Agreement. “Leased Premises” means each of those portions of Lessor’s Property in each of those two (2) locations listed and described in Exhibit “B” attached hereto. The boundaries of the Leased Premises may be subject to modification as set forth in Section 6. “Lessee’s Notice Address” means c/o Crown Castle USA Inc., E. Blake Hawk, General Counsel, Attn: Legal Department, 2000 Corporate Drive, Canonsburg, PA 15317-8564, 1-866-482-8890. PPAB 1693726v5 West Orange; BU878830 1

“Lessor’s Notice Address” means Township of West Orange, 66 Main Street, West Orange, NJ 07052, Attn: Business Administrator (973) 325- 4050 and Trenk, DiPasquale, Webster, Della Fera, Sodono, P.C., 347 Mt. Pleasant Avenue, Suite 300, West Orange, NJ 07042, Attn: Richard D. Trenk, Township Attorney. “Lessor’s Property” means those two (2) parcels of land located in the Township of West Orange, County of Essex, State of New Jersey, and being located at (i) 415 Valley Road, and (ii) Stagg Field, St. Cloud Avenue, as each of said two (2) parcels are listed and described in Exhibit “A” attached hereto. “Non-Defaulting Party” means the party to this Agreement that has not defaulted as provided for in Section 24 of this Agreement. “Rent” means the total consideration payable by Lessee to Lessor in exchange for the two (2) Leased Premises listed on Exhibit “A” and the eight (8) existing leases related to the Leased Premises that are listed on Exhibit “C” attached hereto, said Rent being in the amount of One Million Nine Hundred Twenty- Six Thousand Dollars ($1,926,000.00). Lessor’s Cooperation. During the Lease Term, Lessor shall: (i) cooperate with Lessee in its efforts to obtain all of the Approvals, including all appeals; and (ii) take no action that would adversely affect the Leased Premises. Lessor acknowledges that Lessee’s ability to use the Leased Premises is contingent upon Lessee obtaining and maintaining the Approvals. Additionally, Lessor shall cooperate with Lessee and its employees, representatives, agents, and consultants to prepare, execute, submit, file and present on behalf of Lessor building, permitting, zoning or land-use applications with the appropriate local, state and/or federal agencies legally necessary to obtain land use changes, special exceptions, zoning variances, conditional use permits, special use permits, administrative permits, construction permits, operation permits and/or building permits; provided however, that Lessor shall not incur or be responsible for any costs or expense of the approval process, including, but not limited to, Lessee’s legal, engineering, planner and other professional fees. Lessor shall not “knowingly” do or permit anything that will interfere with or negate any Approvals pertaining to the Improvements or Leased Premises or cause them to be in nonconformance with

l fees. Lessor shall not “knowingly” do or permit anything that will interfere with or negate any Approvals pertaining to the Improvements or Leased Premises or cause them to be in nonconformance with applicable local, state or federal laws. Lessor agrees to execute such documents as may be legally necessary to obtain and thereafter maintain the Approvals, and agrees to be named as the applicant for said Approvals. Lease Term. Effective as of the Commencement Date, Lessor leases the Leased Premises to Lessee for the Lease Term. Rent. On the Commencement Date, Lessee shall pre-pay the Rent for the Leased Premises. Except as otherwise provided in Sections 24 and 27, Lessor agrees that Lessee shall have no further liability or obligation whatsoever for any further rent payment to Lessor during the Lease Term and Lessor does hereby waive its right to declare a default or breach under this Agreement for non-payment of rent by Lessee. Leased Premises; Survey. In the event Lessee decides, in its sole discretion, to obtain a new survey of the Leased Premises, at no cost to the Lessor, Lessee shall provide Lessor with a copy of same, which shall replace and supersede the descriptions of the Leased Premises attached herreto as Exhibit “B”. The “as- built” survey shall be deemed to be incorporated into this Agreement as the new Exhibit “B” even if not physically affixed hereto. Lessee shall provide Lessor with copies of any reports, documents, drawings, and documents prepared during the Lease Term by or on behalf of Lessee related to the physical characteristics of the Leased Premises (e.g., survey, environmental reports, soil reports, and documents of a similar nature). PPAB 1693726v5 2 West Orange; BU878830

Non-Exclusive License. Conditioned upon and subject to commencement of the Lease Term Lessor grants the following non-exclusive licenses, under and upon Lessor’s Property to Lessee, Lessee’s employees, agents, contractors, sublessees, licensees and their employees, agents and contractors for access, construction, staging, and/or other legally permitted uses in connection with realization of the rights granted herein: (i) an non-exclusive license over such portions of Lessor’s Property as is reasonably necessary for the construction, repair, maintenance, replacement, demolition and removal of the facility located upon Leased Premises; (ii) an non-exclusive license over such portion of Lessor’s Property as is reasonably necessary to obtain or comply with any Approvals; (iii) a thirty foot (30’) wide non-exclusive license in the location shown in Exhibit “B”, as may be amended, for construction, use, maintenance and repair of an access road for ingress and egress seven (7) days per week, twenty-four (24) hours per day, for pedestrians and all types of motor vehicles, to extend from the nearest public right-of- way to the Leased Premises; (iv) a utility non-exclusive license (the “Utility Non-exclusive license”) in the location shown in Exhibit “B”, as may be amended, for the installation, repair, replacement and maintenance of utility wires, poles, cables, conduits and pipes, provided that in the event that any public utility is unable or unwilling to use the Utility Non-exclusive license in the location shown in Exhibit “B” as may be amended, at the sole option of Lessee Lessor shall grant an alternate non-exclusive license either to Lessee or directly to the public utility at no cost and in a location acceptable to Lessee and the public utility (collectively, the “Non-exclusive licenses”). TO HAVE AND TO HOLD the Non-exclusive licenses for the purposes provided during the Lease Term and thereafter for a reasonable period of time for Lessee to remove its Improvements. Lessee’s Right to Terminate; Effect of Termination by Lessee. Lessee shall have the right to terminate this Agreement, at any time, without cause, by providing Lessor with one hundred eighty (180) days’ prior written notice. Upon such termination pursuant to this Section 7, all prepaid Rent shall be retained by Lessor. Upon termination, (i) this Agreement shall become null and void and neither

days’ prior written notice. Upon such termination pursuant to this Section 7, all prepaid Rent shall be retained by Lessor. Upon termination, (i) this Agreement shall become null and void and neither party shall have any further rights or duties hereunder, except that any monies owed by Lessee to the Lessor shall be paid within thirty (30) days of the termination date, and (ii) Lessor shall continue to honor all of the terms and conditions of those Existing Ground Leases through the expiration or termination of any such Existing Ground Leases in accordance with their own terms and conditions, as same shall survive the termination of this Agreement. If termination pursuant to this Section 7 is between January 1, 2021 and December 31, 2030, Lessee shall pay to Lessor the Termination Fee provided in Section 27(F). Use of Property. The Leased Premises and the Non-exclusive licenses shall be used for the purpose of constructing, maintaining and operating the Improvements to the extent any such Improvements are owned by Lessee or for which Lessee has a contractual obligation to construct, maintain or operate same, and uses incidental thereto. Lessee may alter, modify, replace, repair or make additions within the Leased Premises at its sole expense or as it otherwise determines is reasonably necessary to accommodate each Sublease (as defined below), including, without limitation: (i) extension, structural enhancement or replacement of the tower structure within the Leased Premises; (ii) replacement of worn or defective parts within the Leased Premises; (iii) installation, extension or relocation of a perimeter security fence within the Leased Premises; (iv) maintenance or replacement of landscaping within the Leased Premises; (vi) addition of new concrete pads or underground conduit within the Leased Premises; or (vii) repair, regrading or repaving of an access road. Lessor acknowledges that certain Improvements on the Leased Premises are owned by third parties not a party to this Agreement and that as to such Improvements, Lessee shall have no duty to maintain or operate same and Lessor shall look solely to the owner of such Improvements to ensure they are well maintained and operated. It is the intent of the parties that Lessee’s Improvements shall not constitute a fixture. The Lessee may lease space within the Leased Premises provided that they do so on terms

ntained and operated. It is the intent of the parties that Lessee’s Improvements shall not constitute a fixture. The Lessee may lease space within the Leased Premises provided that they do so on terms consistent with the existing lease agreements, in compliance with applicable laws, and of which Lessee shall provide notice to Lessor. Any new lease should be negotiated and contracted at no cost to the Lessor. Removal of Obstructions. Except in the event of an emergency as provided below, on ten (10) days PPAB 1693726v5 3 West Orange; BU878830

written to Lessor, and in full compliance with all applicable municipal and state laws, Lessee has the right to remove obstructions from Lessor’s Property, including but not limited to vegetation, which may encroach upon, interfere with or present a hazard to Lessee’s use of the Leased Premises or the Non- exclusive licenses. In the event of an emergency including, without limitation, when there may be a potentially dangerous situation or circumstances causing or threatening to cause interference to Lessee’s operations, Lessee shall provide notice as soon as is practicable to Lessor. Lessee shall dispose of any materials removed in accordance with applicable municipal and state law. All such actions shall conform to all leases and sub-leases. Preservation of Existing Leases. Lessee agrees that it shall not take any action or inaction which shall materially adversely affect the existing leases or cause a default in any existing lease. To the extent Lessee receives any notice concerning any defaults or breaches by Lessee of the Existing Ground Leases, Lessee shall notify Lessor in writing within ten (10) days of Lessee’s receipt of said notices. Lessee shall address any such notice in a timely commercially reasonable manner, and upon Lessor’s request, shall keep Lessor apprised of any ongoing attempt to resolve the alleged default or breach. Hazardous Materials. (A) Lessee’s Obligation and Indemnity. Lessee shall not (either with or without negligence) cause or permit the escape, disposal or release of any Hazardous Materials on or from the Leased Premises in any manner prohibited by law. Lessee shall indemnify and hold Lessor harmless from any and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including, without limitation, any and all sums paid for settlement of claims, attorneys’ fees, and consultants’ and experts’ fees) from the release of any Hazardous Materials on the Leased Premises if caused by Lessee or persons acting under Lessee. (B) Lessor’s Obligation and Indemnity. Lessor shall not (either with or without negligence) cause or permit the escape, disposal or release of any Hazardous Materials on or from Lessor’s Property or Leased Premises in any manner prohibited by law. Lessor shall indemnify and hold Lessee harmless from any and all claims, damages, fines, judgments,

ous Materials on or from Lessor’s Property or Leased Premises in any manner prohibited by law. Lessor shall indemnify and hold Lessee harmless from any and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including, without limitation, any and all sums paid for settlement of claims, attorneys’ fees, and consultants’ and experts’ fees) from the release of any Hazardous Materials on Lessor’s Property or the Leased Premises if caused by Lessor or persons acting under Lessor. Real Estate Taxes. Lessor shall pay all real estate taxes on Lessor’s Property, if any. Lessee agrees to pay for any real or personal property taxes attributable to the Leased Premises and the Improvements constructed by Lessee on the Leased Premises. Lessee reserves the right to challenge any assessment, and Lessor agrees to cooperate with Lessee in connection with any such challenge. Insurance. Lessee, at its sole expense, shall obtain and keep in force insurance upon the Leased Premises with liability and environmental coverage of at least one-million dollars ($1,000,000) per occurrence and three-million dollars ($3,000,000) aggregate, listing the Lessor as an additional insured. Upon request, Lessee shall provide to Lessor proof of insurance, and notify Lessor of any change, cancellation, or termination of coverage. In the event Lessee fails to supply evidence of insurance, Lessor shall be entitled to procure insurance at the expense of the Lessee. Lessee shall provide proof of such coverage within thirty (30) days of each anniversary of the Commencement Date. Lessor, at its sole expense, shall obtain and keep in force insurance upon the Lessor’s Property with liability and environmental coverage of at least one-million dollars ($1,000,000) per occurrence and three-million dollars ($3,000,000) aggregate, listing the Lessee as an additional insured. Upon request, Lessor shall provide to Lessee proof of insurance, and notify Lessee of any change, cancellation, or termination of coverage. In the event Lessor fails to supply evidence of insurance, Lessee shall be entitled to procure insurance at the expense of the Lessor. Lessor shall provide proof of such coverage within thirty (30) days of each anniversary of the Commencement Date. PPAB 1693726v5 4 West Orange; BU878830

Eminent Domain. If Lessor receives notice of a proposed taking by eminent domain of any part of the Leased Premises or the Non-exclusive licenses, Lessor will notify Lessee of the proposed taking within five (5) days of receiving said notice and Lessee will have the option to: (i) declare this Agreement null and void and thereafter neither party will have any liability or obligation hereunder; or (ii) remain in possession of that portion of the Leased Premises and Non-exclusive licenses that will not be taken, in which event there shall be an equitable adjustment in rent on account of the portion of the Leased Premises and Non-exclusive licenses so taken. With either option Lessee shall have the right to contest the taking and directly pursue an award. Sale of Property. If Lessor sells all or part of Lessor’s Property, of which the Leased Premises is a part, then such sale shall be under and subject to this Agreement. Intentionally Deleted. Indemnity. Lessee indemnifies the Lessor and will hold the Lessor harmless from any and all costs and claims of liability or loss which arise out of the Lessee’s use and/or occupancy of the Leased Premises. The Lessor indemnifies Lessee and shall hold Lessee harmless from any and all costs incurred for actual out-of-pocket expenditures which are incurred and arise out of the Lessor’s acts, and from the acts of its employees and agents who may cause damage to Lessee’s equipment and other assets located at the Leased Premises. Neither Lessee nor Lessor shall indemnify each other from acts arising out of the negligence or intentional misconduct of any third party including but not limited to invitees or licensees at the Leased Premises. Each party’s indemnification obligations under this Agreement shall be limited to the limits of its insurance required to be maintained under this Agreement. The indemnity obligations under this Section shall survive termination of this Agreement. Lessor’s Covenant of Title. Lessor covenants that Lessor holds good and marketable fee simple title to Lessor’s Property and the Leased Premises and has full authority to enter into and execute this Agreement. Lessor further covenants that there are no encumbrances or other impediments of title that might interfere with or be adverse to Lessee. Lessee understands and agrees that the Township of West Orange Board of Education owns the Stagg Field