LEASE AGREEMENT

FOR

TELECOMMUNICATIONS

WITH

CLEAR WIRELESS LLC at

Wheaton High School 12501-A Dalewood Drive, Silver Spring, MD 20906

LEASE AGREEMENT FOR TELECOMMUNICATIONS INDEX

NON-EXCLUSIVITY; CO-LOCATION LEASED PREMISES TERM 4. RENTAL

5.
6. 7. 8. 9.

SECURITY DEPOSIT/SURETY BOND

RENEWAL CANCELLATION EASEMENTS SERVING PREMISES PURPOSE

10.

USE OF PREMISES

I I . COMPLIANCE WITH GOVERNMENTAL LAWS 12. 13. OWNERSHIP, SUBORDINATION AND NON-DISTURBANCE RESTORATION OF THE PREMISES

14.
15. 16. 17. 18.

TELECOMMUNICATIONS POLICY
DEFAULT LICENSES AND PERMITS CONSTRUCTION BY TENANT INTERFERENCE INDEMNIFICATION

9. 20.
21. 22.

INSURANCE REQUIREMENTS
HAZARDOUS MATERIALS ASSIGNMENT

Cleamire Site No.: MD-WSH0714 Execution Copy ti--07-2010

23. 24. 25. 26. 27. ?S. 29. 30. 31. 32. 33. 34.

INSPECTIONS QUIET ENJOYMENT DAMAGE AND DESTRUCTION CONDEMNATION BINDING EFFECT

RECORDATION

NOTIC'ES WAIVER MARYLAND SEX OFFENDER LAW ENTIRE AGREEMENT GOVERNANCE CONFLICTS

EXHIBITS EXHIBIT A
-

Site Drawing showing Property and Premises

EXHIBIT B - Map showing Non-Exclusive Right of Way and Easements EXHIBIT C- Hazardous Materials Activities Tenant (None) EXHIBIT D- School Hours EXHIBIT E- Recommendation of Telecommunications Transmission Facility Coordinating Group EXHIBIT F- Right of Entry Agreement EXHIBIT G- Current Board Policy ECN EXHIBIT H- Memorandum of Agreement
Clearly ite Site No.: MD-WSHO714 Execution Copy 6-07-2010

School Site: Wheaton High School LEASE AGREEMENT FOR TELECOMMUNICATIONS

S . 2010 , by and between the THIS LEASE made this 7g day of Board of Education of Montgomery County. governing 15-0/ of MONTGOMERY COUNTY dy PU BLIC SCHOOLS (hereinafter the "Landlord"). and Clear Wireless LLC. a Nevada limited liability company, (hereinafter the "Tenant"). Landlord hereby rents to Tenant and Tenant hereby rents from Landlord the leased premises herein described upon the following terms and conditions:

NON-EXCLUSIVITY CO-LOCATION. Landlord leases to Tenant a portion of the Parcel (hereinafter described), a portion of which is leased on an exclusive basis. for the express purpose of Tenant's placing certain approved telecommunications facilities (the "Communications Facility") on the Premises (as defined below) to promote the public purposes of the Telecommunications Act of 1996. Tenant agrees and understands that it shall enjoy a non-exclusive right to use that portion of the Parcel on which is constructed a tower. monopole, or other antenna-related structure and shall permit co-location by other tenants on any tower, monopole. or other structure that it may construct for its telecommunication purposes. Tenant shall deal in good faith with any other tenants who may be granted co-location rights on the Communications Facility.
LEASED PREMISES. The leased premises ("Premises") consist of approximately 24 square feet of that certain tract of land lying in Montgomery County, Maryland, containing approximately 25.77 acres and conveyed to the Landlord pursuant to a deed dated July 24, 1951 and recorded in the Land Records of Montgomery County. Maryland in Liber 1570, Folio 82, which property is known as the Wheaton High School Site ("the Site"). The Parcel is further identified as P472on Tax Map HQ53.The Premises are more particularly shown on a site drawing attached hereto as Exhibit A and made a part hereof. As a condition to the Landlord's consent to this Lease, Tenant shall submit drawings depicting the Premises and the required Easements in Paragraph 8.

3.

TERM. The term of this Lease shall be five (5) years with a five-year renewal option at the discretion of the Tenant, subject to the cancellation (Paragraph 7) and the default provisions (Paragraph 15) of this Lease. Tenant may be izranted permission to renew for two additional five-year tenns. The initial term shall commence on the earlier to occur of the commencement of construction of the Communications Facility or the sixtieth (60th ) day following the above date of this Lease, unless the parties agree in writing to a different commencement date ("Commencement Date"). RENTAL. Tenant hereby covenants and agrees to pay or cause to be paid as annual rent to Landlord the total sum of Twenty Four Thousand Dollars ($24,000) for the initial 12-month term by monthly payments of Two Thousand Dollars (S2,000.00).
-

4.

(a) Annual rent shall be adjusted by Tenant at each anniversary of the Lease year by two and one-half percent (2.5%) over the previous year's rent or an amount equal
iearwire Site No.: MD-WSH0714
Exectmon Copy 6-07-2010

to the increase in the Consumer Price Index (CPI-U) All Urban Consumers City Average, whichever is greater. The CPI computation to be used is the 12 Month Percent Change, using the month preceding the anniversary month of renewal.

An example is: Monthly rental is $2,000.00 with an anniversary month of October 2006. CPI-U 12 Months Percent Change for September is 2.8%. Monthly increase would be $56.00, for a new monthly lease payment of $2,056.00. Additional information on the CPI can be found in the Bureau of Labor Statistics at httn://www. bls.govi.htm (b) Rent set forth hereinabove shall be adjusted annually on each anniversary of the Commencement Date referenced in Section 3 (unless the Commencement Date is other than the first day of the month, in which event the Rent shall be adjusted annually commencing on the first day of the calendar month following the first anniversary of the Commencement Date) during the term of the Lease. Rent for any period during the Term hereof which is for less than one month shall be prorated based upon the actual number of days of the calendar month involved.
(c) Rent shall be made payable to the Montgomery County Public Schools and delivered to the Office of the Chief Operating Officer, 850 Hungerford Drive, Rockville, Maryland 20850, or such other place as the Landlord may from time to time so designate in writing at least thirty (30) days in advance of a rental payment date. SECURITY DEPOSIT/SURETY BOND. Upon execution of this Lease, Tenant shall deposit with the Landlord, at the option of Tenant, a cash security deposit or a surety bond in a form and from a surety company acceptable to the Landlord in the amount of Fifty Thousand Dollars ($50,000.00) as security for the faithful performance and observance of the terms and conditions of this Lease. It is agreed that if Tenant defaults with respect to any terms and conditions of this Lease, including but not limited to the payment of rent, or the removal of its equipment at the conclusion of this Lease, Landlord may use, apply, retain or draw against the whole or any part of said security deposit or surety bond required for the payment of any rent or any other sum as to which the Tenant is in default or for any sum which the Landlord may expend or may be required to expend by reason of the Tenant's defaults of any of the terms, conditions, and covenants of this Lease. If Tenant shall fully and faithfully comply with all the terms, covenants, and conditions of this Lease, the security deposit shall be returned to Tenant or the surety bond shall be extinguished no later than sixty (60) days after the end of this Lease provided Tenant has delivered the Premises in the manner required herein. RENEWAL. As long as Tenant is not in default under any of the terms hereof, this Lease may be renewed as provided in this paragraph for up to three (3) five-year renewal terms if, at least one hundred eighty (180) days prior to expiration of the then current term of this Lease, Tenant provides written notice of its intent to renew the Lease for another
5

5.

6.

(learwire Site No.: MD-WSH0714 Execution Copy 6-07-20 I 0

five-year term. Tenant has the option for the first renewal: the second and third renewal terms are at Landlord's option. If the renewal term is at the Landlord's option and the Landlord decides not to renew this Lease for another five year term, then Landlord shall provide Tenant with a written notice of non-renewal at least twelve (12) months before any termination date shall be effective.
-

CANCELLATION. Landlord may cancel this Lease for cause if Tenant fails to comply with the terms and conditions of this Lease. Tenant shall have thirty (30) days after written notice to cure any non-conforming condition to the reasonable satisfaction of the Landlord. If Landlord determines that Tenant's actions pose a risk in violation of any federal or state law. regulation or ordinance applicable to public health, safety or welfare and issues written notice, or if Tenant's actions result in the issuance of a legal Notice of Violation of any public health. safety or welfare law, regulation or ordinance and Tenant is unable to cure the conditions specified in the Landlord's notice or the legal Notice of Violation within the time prescribed therein, then Landlord may immediately terminate this Lease, by written notice to Tenant.

8.

EASEMENTS SERVING PREMISES. (a) The Board of Education must give formal approval to the easements serving. the Premises. Subject to its prior formal approval and after a utility location analysis by a duly qualified utility location service. the Landlord hereby grants to Tenant the easements described below in this Paragraph 8 and Subparagraphs I through iv (such easements collectively called the "Appurtenant Easements") as easements appurtenant to the leasehold granted to Tenant in this Lease. The Appurtenant Easements may not be assigned or otherwise transferred in whole or in part separately from the leasehold granted under this Lease: and any such attempted assignment or transfer shall be void. i. Landlord grants Tenant a nonexclusive, temporary construction easement over, on, and through a portion of the school Site, as shown on Exhibit B, for construction and installation of the Communications Facility upon the Premises. Such temporary construction easement shall terminate upon the earlier of (i) completion of Tenant's construction described in Paragraph 10 or (ii) the first anniversary of the commencement of this Lease. Tenant shall be permitted the non-exclusive use of a right-of-way ten feet (10') in Aridth, the centerline of which is shown on Exhibit B hereof, or such other right-of-way of similar dimensions as Landlord may designate during the term of this Lease, to construct, operate. maintain, repair and remove Tenant's underground communication cables from the Premises, across and through that portion of the Site described on Exhibit B as the "Proposed Underground Conduits for Radio Cables". Tenant shall post and maintain at least four (4) signs indicating "Underground Cables" on the fence enclosing its equipment and on the Tower outlining the extremities of the path of the underground cables.

ii.

Clearwire Site No.: MD W SH07 14 Execution Copy -07-2010

-

iii.

At such time as is necessary, Landlord shall grant to the local utility and telephone companies a non-exclusive easement and right-of-way of ten feet ( 10') in width for the purpose of constructing, installing, maintaining, operating, providing, repairing, and removing underground communication and electric power lines and systems, along and/or under those portions of the Site designated and the right-of-way of Tenant provided for during the term of this Lease for purposes of installation and provision of telephone and electric service to the Premises. Any utility easement required shall be submitted to the Board of Education for formal approval. For utility services, Tenant shall use the same non exclusive utility easements granted by the Landlord to Verizon Telephone Company and Potomac Electric Power Company to serve the needs of Tenant.
-

iv.

Landlord hereby grants Tenant a non-exclusive right to use the existing driveway for ingress to and egress from the Premises by Tenant for vehicular traffic for constructing, installing, maintaining, operating, repairing, and removing equipment over that portion of the Site designated on Exhibit B hereof, as "Proposed 20' Ingress-Egress Easement", or such other right-of-way of similar width as may be designated by Landlord to provide such access to the Premises and the Communications Facility during the term of this Lease.

(b)

Landlord shall have the right to relocate any of the Appurtenant Easements upon at least ninety (90) days' prior written notice. If such relocation occurs after the installation of utilities or facilities therein, such relocation shall be at Landlord's expense and shall be conducted in such a manner so as to minimize any disruption to Tenant's operations under this Lease. With the exception of the temporary construction easement provided for, which may expire sooner as provided in such subparagraph, and any utility easements to third party utility or power companies, which shall expire in accordance with their terms, the term of all Appurtenant Easements shall automatically expire thirty (30) days after expiration or termination of this Lease without the need for further act of any party. Notwithstanding the foregoing, if requested by Landlord. Tenant shall execute and deliver to Landlord, in recordable forni, such documents as Landlord may request to evidence of record the termination of all Appurtenant Easements as just provided.

(c)

PURPOSE. The Premises shall be used to locate towers, equipment, buildings and related facilities, including the Communications Facility, for telecommunications use. No grading, cutting of trees, removal of sod or topsoil and no installation of additional permanent or temporary structures, including fencing, shall be done without the prior written and express consent of Landlord. The Premises shall be used only for purposes compatible with the zoning of the Parcel. Tenant shall return the Premises to the original condition, normal wear and tear and damage by casualty not caused by Tenant excluded, prior to the expiration of the term of this Lease or any extensions or renewals thereof. Tenant agrees to control all noxious weeds in accordance with the guidelines of the

Ckarw ire Site No.: MD-WSH071 4

Fxccuonn Copy 6-67-2010

Maryland Department of Agriculture. Tenant also agrees to periodically mow the Premises and to remove brush and debris as necessary.

0.

USE OF PREMISES.
(a f Tenant shall use the Premises for the purpose of installing, removing, replacing, modifying, maintaining, and operating, at its expense, the Communications Facility, which shall be deemed to include, without limitation, antennas equipment. electronic equipment. cable wiring, air conditioned equipment shelter(s), backup power sources (including generators and fuel storage tanks in accordance with Paragraph 21 and applicable laws), related fixtures, and an antenna structure, and shall use the Appurtenant Easements solely for the applicable purposes described in Paragraph 9. Landlord makes no representation or warranty whether such use is permitted by any laws or regulations applicable to the Premises, and Tenant is solely responsible for determining whether such use is permitted, and for securing all necessary licenses, permits and approvals therefor from the appropriate governmental agencies. Notwithstanding any other provision of this Lease, the Tenant acknowledges the absolute primacy of the Landlord's use of the Site to serve the needs of the public school system, and that Tenant's rights under this Lease are subject and subordinate to Landlord's use and operation of the Site. Accordingly, in exercising its rights under this Lease, Tenant shall use its best efforts to avoid any adverse construction, operation or other impacts on the Site and Landlord's use and operation thereof, arising from Tenant's activities conducted on or off of the Site. Prior to any entry upon the Premises, Tenant shall provide reasonable advance notice to Landlord of such entry and of any work or activities to be conducted on the Premises. Such entry, work and other activities shall occur only at such times_ and shall occur in such mariner, as may be required by Landlord to avoid any adverse impacts. Tenant may not access the Premises during school hours, which times are listed on the Schedule in Exhibit D, nor at any time when school property may be used by programs coordinated by the County Office of Community Use of Public Facilities, except with prior notice to and approval of the building administrator (See Exhibit D). In cases of bona fide emergencies adversely impacting Tenant's provision of communication services or threatening life and safety. Tenant may enter the Premises without prior notice to Landlord, provided Tenant notifies Landlord of same as soon as practicable. Subject to the conditions set forth in Paragraph 10 (b), Exhibit D and the Right of Entry Agreement annexed hereto as Exhibit F, Tenant shall have the right at any time following the full execution of this Lease to enter upon the Parcel for the purpose of making appropriate engineering and boundary surveys, inspections, soil test borings and other reasonably necessar. , tests. Hat any time during the term of this Lease, Landlord reasonably determines, after consultation with Tenant, that the Communications Facility and related facilities have not been and'or can not be operated in a manner that does not materially and

(b)

(c)

(d)

Clcarwire Site No.: MDAvs140714 Execution Copy 6-07-2010

adversely impact the Landlord's use and operation of the Site to serve the needs of MCPS. then Landlord shall provide Tenant with detailed written information specifying the nature of the condition that Landlord has determined to have

resulted in such material and adverse impact upon the Landlord's use and operation. If Tenant is unable to remedy such condition to the reasonable satisfaction of Landlord, within thirty (30) days following Landlord's provision of the foregoing information, then Landlord may terminate this Lease by giving Tenant thirty (30) days' prior written notice of same.
(e) Landlord reserves the right to add improvements to or redevelop the Site

( including the Premises) in any manner, including additional communications facilities necessary for Landlord's or Montgomery County's communications needs, and in connection therewith to relocate, at Landlord's sole expense, the Communications Facility and the Premises. Within fifteen (15) days following approval of Landlord's proposals to add any such improvements or redevelop the Site, Landlord shall provide written notice thereof to Tenant. Landlord shall make
reasonable good faith efforts, including consultation with Tenant during the planning stages therefor, to cause any such improvements or redevelopment to be

performed in a way that does not require relocation of the Communications Facility and the Premises or undue interference to Tenant's use and operation of the Communications Facility. Landlord's reasonable good faith efforts and its exercise of discretion shall he subject to Landlord's statutory responsibility to make school decisions in the best interests of the students in the Montgomery
County Public Schools. However, if such interference cannot reasonably be rectified through the cooperation of the parties and if no viable relocation site can

be mutually agreed to by the parties, then either party may terminate this Lease by giving the other party thirty (30) - days' prior written notice thereof. In the event that Tenant agrees, in its sole discretion, to accept relocation of the Communications Facility to another portion of the Site (the "New Preniises"), the following conditions shall apply: i. the New Premises must, in Tenant's sole and reasonable judgment, be substantially equivalent in area and appropriateness for Tenant's purposes with no degradation of signal transmission and/or reception quality; Tenant must be able, through the exercise of commercially reasonable efforts and the cooperation of Landlord, to obtain any governmental approvals for the relocation to and operation of the Communications
Facility from the New Premises;

ii.

iii.

Subject to the requirements of Paragraphs 8 (a), 10 (b), l 7 (d) and 17 (e). Landlord and Tenant will cooperate in good faith to schedule and effectuate such relocation at a mutually acceptable time designed to minimize any disruption to both parties' operations, taking into account the nature of the equipment to be relocated, the need to modify or obtain
governmental approvals, if any, the need to schedule any new engineering or construction work and the needs and requirements of the Montgomery

County Public Schools and its students:

(*Iearvi ire Site No.: M D-WS HO7 4 Execution Copy 6-07-201Q

iv.

Upon relocation of all or a portion of the Communications Facility to the New Premises, all references in this Lease to the Premises shall be deemed to refer to the New Premises and Tenant shall, at its expense, prepare drawings accurately depicting the New Premises. which shall replace the pertinent portions of Exhibit A; and To the extent applicable, Exhibit B shall be revised to incorporate any new non exclusive rights of way necessitated by the foregoing relocation.
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v.

Notwithstanding an>rthing to the contrary contained herein, if Tenant, in its

sole discretion, elects not to agree to the relocation of the Communications Facility, Tenant may terminate this Lease upon thirty (30) days' written notice to Landlord. In the event that Tenant provides such notice of termination, Landlord shall have the right, in its sole and absolute discretion, to withdraw its plans to relocate the Communications Facility, and in such event Tenant's election to terminate shall be deemed null and void. ( Landlord may, at its expense but without any charge from or cost to Tenant, use a portion of the Tower for mounting and operating additional communications equipment of Landlord or other Montgomery County or other governmental agencies, provided that a structural analysis is performed, at Landlord's sole cost and expense, to ensure that the Tower will support the additional equipment. Such additional equipment shall be mounted as agreed upon between Landlord and Tenant and shall not interfere with the operation of Tenant's equipment, or that of other tenants collocated on the Tower

COMPLIANCE WITH GOVERNMENTAL LAWS AND REQUIREMENTS. Tenant agrees to comply with all applicable governmental laws and regulations. The administrative approval for Tenant's Communications Facility is expressed in the recommendation of the Telecommunications Transmission Facility Coordinating Group (TTFCG), which approval is attached hereto and incorporated herein as Exhibit E. 12. OWNERSHIP, SUBORDINATION AND NON--DISTURBANCE. Landlord covenants and warrants that Landlord is seized of fee simple title or of good and sufficient interest to the Parcel and has full authority to enter into and execute this Lease. Landlord further covenants that there are no liens, judgments or impediments to title on the Premises other than those of record. At Landlord's option. this Lease shall be subordinate to any mortgage or other instrument by which Landlord from time to time may encumber all or part of the Premises or right-of-way: provided, however, that every such mortgage and/or instrument shall recognize the validity of this Lease in the event of a foreclosure of Landlord's interest and also Tenant's right to remain in occupancy of the Premises so long as Tenant is not in default of this Lease. Tenant shall execute whatever instruments may reasonably be required to evidence this subordination clause, solely to the extent that such instruments contain language specifically acknowledging the continuing occupancy rights of Tenant in the event of such foreclosure or other divestiture. 13. RESTORATION OF THE PREMISES. At the end of the term, whether by passage of 10

Clearwire Site No.7 MD-WS:140714

h k ecution Copy 6-07-2010

time or the exercise of any party of any right of termination. Tenant shall surrender the Premises to Landlord in the condition specified in this Paragraph. Tenant shall be entitled to dismantle and remove, at Tenant's sole expens- e. the Communications Facility. its support structure. any antennae and all other alterations. additions, fixtures and improvements made by Tenant to the Premises, less and except any support structure and any lights, antenna. equipment belonging either to the Landlord or any third parties. Such dismantling, and removal shall be coordinated in advance with Landlord and shall he scheduled and conducted as may be reasonably required by Landlord to avoid any adverse impact on the use and operation of the Site. After such dismantling and removal is completed. Tenant shall restore the Premises to its condition before the improvements were made, except for reasonable wear and tear. damage by casualty not caused by Tenant. changes by Landlord, and equipment owned by Landlord or any third parties that Landlord requires to remain. 14. TELECOMMUNICATIONS POLICY. Tenant covenants and agrees that at all times during this Lease it shall comply with the Landlord's Policy on Telecommunication Transmission Facilities, as amended from time to time and published on Landlord's official website located at http://www.mcps.k12.md.us/departments/policy/ . A copy of current Board Policy ECN is attached hereto and incorporated herein as Exhibit G. DEFAULT. Tenant shall be considered in default of this Lease upon the happening of any of the following: (a) A default of ten (10) days in payment of rent from the due date and Tenant's failure to cure that default within thirty (30) days after written notice:

13.

(b)

A breach of any term, covenant or condition of this Lease other than payment of rent continuing for more than thirty (30) days after Tenant's receipt of written notice specifying the failure or neglect or such longer period as may reasonably be required to correct such failure or neglect with exercise of due diligence, then at the option of Landlord and upon written notice to Tenant. Tenant's right of
possession shall thereupon end and Landlord may pursue any legal and/or equitable remedies available to Landlord. If Landlord files an action to enforce

any agreement contained in this Lease, or for breach of any covenant or condition and Landlord prevails in such action, Tenant shall pay Landlord's reasonable attorneys' fees and court costs, all fees to he fixed by the court ,(e) The appointment of a receiver or trustee of Tenant's property, assignment for the benefit of creditors of all or any of the property of Tenant (subject to Section 22(c) hereinbelow), or commencement of any proceedings under any bankruptcy or insolvency law by or against Tenant (subject to the understanding that if such proceedings are not voluntarily instituted by Tenant, no default will be deemed to exist hereunder unless such proceedings are not stayed by appeal or otherwise within sixty (60) days followinu, such institution).

(d)

In the event of default by Tenant and its failure to cure the default within thirty (30) days following written notice, Landlord may, at its option. terminate this Lease and reenter the Premises and again have, possess, and enjoy the same as 11

Clearwirc Site No.: MD-WS1-107 14 EXeCULiOn Copy 6-07-2010

and of its former estate. In the event of the re-entry and termination for default. the Landlord may, at its option. relet the Premises or any part thereof. for any use which it may deem reasonable. but the Landlord shall not be under any obligation to relet the Premises for any purpose other than that specified in this Lease. In the event of termination for default under this Paragraph 15(d), Tenant shall be liable for all direct losses and damages (includinv.., but not limited to net unpaid rent and reasonable attorneys' fees) as the Landlord may sustain as a result of Tenant's default.
(

e)

Notwithstanding the foregoing, if Landlord shall fail or neglect to keep and perform its obligations so as to cause a breach of the Landlord's obligations, and such failure or neglect is not remedied within thirty (30) days (or such longer period as may reasonably be required to correct such failure or neglect with exercise of due diligence) after written notice from Tenant specifying such failure or neglect, then Tenant may terminate this Lease and pursue any legal and/or equitable remedies available to Tenant.

16.

LICENSES AND PERMITS.

(a) Tenant shall make every effort with due speed and diligence to obtain, at Tenant's sole expense. all of the certificates, permits and other approvals that may be required by federal. state or local authorities for Tenant's use of the Premises as set forth in this Lease. Tenant agrees to present evidence at any time during the

term of this Lease or renewals of any extension thereof, that any and all necessary licenses and permits continue in effect. Such evidence shall be presented within ten (10) days of receipt of the Landlord's request for such evidence. (b) In the event any such applications should be finally rejected or any certificate, permit, license or approval issued to Tenant is canceled, expires or lapses, or is otherwise withdrawn or terminated by governmental authority, or soil boring tests are found to be unsatisfactory so that Tenant will be unable to use the Premises for the purposes set forth herein, Tenant shall have the right to terminate this Lease by giving Landlord thirty (30) days' prior notification of termination. All rentals paid prior to said termination date shall be retained by Landlord on a pro rata basis. Notwithstanding anything to the contrary contained herein, if Tenant does not exercise its right to terminate under this Paragraph 16 (b), Tenant shall remain liable for all of its responsibilities under this Lease, including the payment of rent, but shall not have the right to conduct any operations hereunder until it provides documentation reasonably acceptable to Landlord demonstrating that all necessary certificates, permits, licenses and /or approvals have been issued or reinstated. as applicable under the particular circumstances.

17.

CONSTRUCTION BY TENANT. [The parties acknowledge that portions of Paragraph 17 may not apply to this particular Lease, especially if Tenant is co-locating its equipment on an existing pole.]

(a)

Tenant shall obtain all necessary approvals. including, without limitation, those required by the Federal Aviation Administration (FAA) and the Federal 1,

Clearwirc Snt No.; MD-\V SH0714 E.xecution Copy 6-07.2010

Communications Commission (FCC), for construction and operation of the Communications Facility. After obtaining the necessary permits and approvals therefor. and after obtaining Landlord's approval of its construction plans, Tenant. at its sole cost and expense, shall perform or cause to be performed all of the following work: i. Replacing the existing light standard with a Monopole with a height up to one hundred fifty feet (150') above ground level. Tenant will remove the discarded light standard from the Site and deliver it within Montgomery County where directed by Landlord. Upon completion of the Monopole's installation., title to the Monopole shall rest jointly in the Landlord and the Tenant. Notwithstanding the requirements of Paragraph 17 (k), if, not less than ninety (90) days prior to the expiration or termination of this Lease. Landlord provides Tenant with written notice that Landlord desires to have the Monopole remain at the Site subsequent to the expiration or termination of this Lease, Tenant shall have the right, at its sole option, to: (i) convey its title interest to the Monopole to Landlord on mutually acceptable terms; or (ii) convey its ownership interest in the monopole to a third party with Landlord's prior approval. in addition, if at Lease expiration or termination the monopole will no longer serve the telecommunications purposes of any carrier on this school site, and if Landlord requires the monopole to continue to support stadium lights for the operation of the public school. then Tenant shall, at its sole option, either (i) reduce the height of the monopole to a height comparable to the other existing stadium light poles, or (ii) remove the Monopole and construct, at its sole cost and expense, a substantially equivalent replacement monopole to be owned solely by Landlord following completion of construction. ii. Installing on the Monopole such types and numbers of antennae as may be appropriate for Tenant's operations in accordance with the terms of this Lease, subject to Tenant's compliance with applicable governmental regulations. iii. Installing landscaping and fencing as shown on Exhibit A.

iv. Subject to Landlord's approval thereof as provided herein, performing or causing to be performed all other improvements and work associated with the work described above that may lawfully be required by Montgomery County or any other governmental body or official having jurisdiction, as part of or in connection with the work described above. Tenant shall install at its cost stadium lights upon the Monopole provided that the Landlord shall pay for and provide to Tenant the stadium lights to be installed and provided that Landlord shall be responsible for any expenses incurred for the use of such lights, including but not limited to utility costs. Landlord agrees that Tenant shall install the stadium lights so that they operate off the Landlord's existing utility source.
V.

vi. clearwirt Sac No.: MD-WSH0714

Execution Copy 6-07.2010

Tenant shall install its antenna and related equipment on the

13

Monopole in such a manner as to avoid interference or impairment with the equipment of the Landlord and other collocators. if Tenant decides to install its antennas/ equipment on the Monopole at a level below the stadium lights, and if Landlord determines that the effectiveness of the stadium lights is diminished or that the antenna/ equipment location poses a safety or aesthetic concern, Tenant at its expense shall re-adjust its antenna/ equipment to eliminate the Landlord's concerns_ Re - adjustment may entail the re - location of Tenant's antenna/ equipment above the stadium lights or similar measures to the satisfaction of the Landlord.

(b)

Tenant's agreement to perform or cause to be performed all of the work described above, all at Tenant's cost and expense, shall be construed broadly to provide for all costs and liabilities of such work, whether or not such costs are anticipated and without regard to Tenant's present estimates for the cost of same. so that all of such work is fully and properly performed and paid for by Tenant, and upon completion of same the Site, as altered by such work, is as fully functional and suitable for continued use by Landlord as it was prior to the start of Tenant's work. Accordingly, the phrase "all work" shall include, without limitation, all of the following work actually performed or caused to be performed by Tenant at the Site, and Tenant's promise to pay for such work shall include, without limitation, all of the costs and liabilities associated with the following: all labor and materials; design work; legal and professional fees of Tenant's consultants; permit drawings and materials; construction costs; construction equipment and materials utilities extension or relocation; provision of protective fencing and other safety measures; maintenance; removal of construction related debris from the Site; liability, property and workers' compensation insurance premiums; bond fees: development and construction permits; inspections and approvals; re-sodding of all disturbed areas not covered with impervious surface; replacement or relocation of landscaping: re-striping of paved areas for traffic control and parking; relocation, replacement or provision of new safety and traffic/directional signage ,. connection of new sidewalks, drives, parking areas and other facilities to Landlord's existing facilities; and repairs and restoration required as a result of any damage to the Site caused in the prosecution of the work performed by or caused to be performed by Tenant under this Lease.

(c)

Tenant shall cause construction of the Communications Facility to be commenced as soon as practicable after receipt of all necessary permits and approvals and to be completed within a reasonable time thereafter. not to exceed one (I) year from receipt of necessary permits. Once its work on the Communications Facility is initiated, Tenant shall diligently and continuously prosecute such work to final completion (including obtaining all required inspections and approvals) in a timely manner in accordance with a schedule to be agreed upon by Landlord and Tenant. Such schedule shall limit construction activities to such days and times as Landlord reasonably may require to avoid any material and adverse impacts on the use and operation of the Site. Tenant shall keep Landlord fully apprized of its progress. and of any events that might impact the construction schedule. If Tenant fails to perform its work in accordance with the schedule approved by
14

Clear-wire Site No.; MD-WSH0714 Execution Cory 6-07-2010

Landlord, includim.: any Landlord-approved revisions thereto. and if such failure threatens the safe. proper and timely operations or uses of the Site, then Landlord shall have the right to take all measures as it may deem necessary to avoid or abate any interference with such safe. proper and timely operations or uses. Landlord shall endeavor in good faith to give Tenant prior written notice before commencing any such measures and to coordinate with Tenant in determining the measures that may be necessary, but Landlord reserves the unqualified right to take any and all measures that it may deem necessary to assure the safe. proper and timely conduct of other operations or uses of the Site. Tenant shall permit Landlord's designated inspector full escorted access to all of Tenant's construction areas during normal business hours and shall provide such inspector access to all construction plans, drawings and other information reasonably requested.

(d)

The Communications Facility shall be constructed by Tenant in a good and workmanlike manner and in accordance with the plans, drawings and specifications prepared and provided by Tenant for Landlord's prior review and written approval, which approval shall not be unreasonably withheld. conditioned or delayed. Construction and installation of the Communications Facility by Tenant shall be in compliance with all applicable rules and regulations including, without limitation, the written specifications and requirements of Landlord previously made available to Tenant by Landlord and those of the Occupational Safety and Health Administration ("OSHA"), the FCC. the FAA, and regulations of any applicable governmental agency (town, county, state or federal) including, but not limited to the applicable requirements of the local planning and zoning and building, electrical, communications and safety codes of Montgomery County, Maryland. Tenant, at its sole cost and expense, shall secure all necessary permits and approvals required to permit the Construction and operation of the Communications Facility. Landlord agrees to cooperate reasonably with Tenant in any necessary applications or submissions required to permit construction and operation of Tenant's Communications Facility as described herein, provided that Landlord shall be reimbursed for all expenses incurred in providing such cooperation within thirty (30) days of incurring the expenses, and provided further that obtaining Tenant's permits and approvals shall not result in the imposition of any material restrictions or limitations or adverse impacts on the Site or Landlord's use, operation improvement or redevelopment thereof. All of Tenant's work and facilities shall be installed free of mechanics', materialmen's and other liens, and claims of any person. Tenant agrees to defend, with counsel approved by Landlord, and to indemnify and save Landlord harmless. from all loss, cost, damage or expense including, without limitation, reasonable attorneys' fees, occasioned by or arising in connection with the work contemplated by this Lease. and shall bond off or discharge any such liens or other claims within thirty (30) days after written notice from Landlord.
Prior to commencing any activities on the Site pursuant to this Lease, Tenant shall provide Landlord with evidence satisfactory to Landlord that Tenant and its contractors and agents who will he working on the Site are covered 17),,r insurance

(e)

as required by Paragraph 20 hereof.

(*team' ire Site No.: MD-WSI-10714 Fxecution Copy 6-07-2010

15

If Landlord permits a third party to place its antennas on the Tower, Landlord
shall, unless otherwise agreed between Tenant and such third party, require such

third party to remit (in addition to any rent to which Tenant is entitled to receive from such third party pursuant to Paragraph 22 (e)) to Tenant its pro rata share (based on the number of users or antennae which the Tower will support, as jointly determined by Landlord and Tenant) of the construction costs, and/or
licensing fee and remit such sums to Tenant. Notwithstanding the foregoing, in

no event shall Landlord have any liability to Tenant under this paragraph., and Landlord's failure to cause such sums to be remitted to Tenant shall not constitute a default hereunder, provided, however, that nothing in this Agreement and/or in any agreement between Landlord and such third party shall be construed to restrict any legal and/or equitable right or remedy of Tenant if such sums are not remitted to Tenant by such third party, including, without limitation, Tenant's right to terminate any agreement it has entered pursuant to which such third parry
is permitted to place its antennae on the Tower. (g) Tenant's antennas shall operate only in the frequency range approved by the

federal agencies. If Tenant wishes to use a frequency or frequencies other than the approved frequency, Tenant shall request Landlord's permission in writing prior to receiving a frequency change from the FCC or other governmental agency
authorized to establish frequencies. Landlord may grant or withhold such permission in its sole but reasonable discretion. Without limiting the generality of the foregoing, it shall be reasonable for Landlord to (a) withhold consent if other

antennas on the Site (whether or not owned by Landlord) are operating in the range requested by Tenant., (b) withhold consent if Landlord believes that its policy requiring co-location of transmitting antennas would not be served by permitting Tenant to expand its frequencies, and/or (c) condition its consent on the payment of additional rent. Nothing in this Lease shall be construed to limit Landlord's right to grant other parties the right to construct, operate or modify Towers, equipment platforms or antennas on the Site (including the Tower, it being understood that such other parties would have no right to modify Tenant's Tower); provided, however, that such construction, operation or modification does not interfere with the operation of Tenant's equipment platforms, antennas or the Communications Facility. (h) Tenant acknowledges that Landlord requires co-location of antennas located on the Site to the extent permitted by engineering and aesthetic limitations. Tenant agrees to design and construct the Monopole to accommodate at least two
additional users and/or antennae.

(i)

Tenant shall, upon Landlord's request, fence and buffer the Premises or any portion thereof. If the Communications Facility is to be constructed near any existing structure or structures on the Site, Tenant shall (a) construct the Communications Facility so that it does not affect the structural integrity of the existing structure or structures and (b) provide Landlord, at its request, with a report prepared by an independent third party professional engineer confirming the structural integrity of the existing structure or structures following the
1b

Icarwire Sae No.: MD-WSH0714 Exectmon Copy 6-07-2010

construction of the Communications Facility.

Tenant shall restore in compliance with the Federal Americans with Disabilities Act (ADA) (and any state or local law counterpart) any of Landlord's facilities
physically altered by Tenant's work, only if the altered facilities previously complied with the ADA. Tenant shall not make further additions or improvements to the Communications Facility or the Premises without first obtaining Landlord's written consent, which consent shall not be withheld, conditioned or delayed unreasonably.

U)

Tenant shall install any electrical, radio, electromagnetic or other types of protectors deemed required by the Landlord or its consultant(s) to protect the Landlord's property and equipment from interference, damage or adverse impact caused by Tenant's use of the Premises. Upon termination of the Lease, Tenant shall remove its equipment and restore the Premises to their former condition, except for reasonable wear and tear and
damage by casualty not caused by Tenant.

( k)

(1)

As long as the Communications Facility and equipment continue to serve as collateral of a third party financing entity, Landlord waives any lien rights it may have concerning Tenant's Communications Facility which is deemed Tenant's personal property and not fixtures, and, as long as the Communications Facility and equipment continue to serve as collateral of a third party financing entity. Tenant
has the right to remove the same at any time without Landlords consent. In the event that the Communications Facility or any of its associated equipment ceases to be subject to a security interest, Tenant shall provide Landlord with written notice thereof within thirty (30) days thereafter.

(m)

Landlord acknowledges that Tenant has entered into a financing arrangement including promissory notes and financial and security agreements for the financing of the Communications Facility (the "Collateral") with a third party financing entity (and may in the future enter into additional financing arrangements with other financing entities). In connection therewith, Landlord (i) consents to the installation of the Collateral; (ii) disclaims any interest in the Collateral, as fixtures or otherwise; and (iii) agrees that the Collateral shall be exempt from execution, foreclosure, sale, levy. attachment, or distress for any Rent due or to become due and that such Collateral may be removed at any time without recourse to legal proceedings as long as the Communications Facility and Equipment continue to serve as collateral of a third-party financing entity. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the option. in its sole discretion, to convey title to the Monopole to Landlord. subject to all other applicable terms and conditions of this Lease. In the event that Tenant exercises the foregoing option, by written notice to Landlord as provided
in this Lease, the terms of Paragraphs 17 (1) and l'7(m) shall be deemed not to apply to the Monopole itself, but shall be deemed to apply only to the antennae,

(n)

Clear-wire Site No.: MD-WSH0714 Execution Cory 6-0-2010

17

equipment, equipment shelter and other property of Tenant located at the Site in accordance with the terms of the Lease. (o) During the term of this Lease, and notwithstanding anything to the contrary contained in this Agreement. Landlord may not sell. assign. mortgage, pledge, hypothecate. convey or otherwise transfer its interest in the Monopole without the written consent of Tenant.

I S.

INTERFERENCE. Tenant agrees to install and operate equipment of a type and frequency which will not cause radio frequency interference with other forms of radio frequency communications existing on Landlords Parcel as of the date of this Lease. In the event Tenants equipment causes such interference, Tenant agrees it will take all steps necessary to correct and eliminate the interference, consistent with appropriate government rules and regulations, upon receipt of written notification of the interference. If the interference is not corrected within thirty (30) days of receipt of notification (or such time as may reasonably be required with exercise of due diligence provided such repairs are begun within said 30 days), Tenant will cease operation of the equipment causing such interference until such interference is cured. Landlord shall require that all future radio operators desiring to use this location will first coordinate with Tenant to ensure that their frequencies and antenna locations will be compatible with Tenant's so as to prevent harmful interference. Any subsequent tenants will be required to comply with the same conditions set forth in this Paragraph 18. INDEMNIFICATION. Tenant shall defend, with counsel reasonably acceptable to Landlord. and indemnify and hold harmless, Landlord from all losses, costs, claims. causes of actions, demands and liabilities arising from (a) any breach by Tenant of any covenant of this Lease; (b) any misrepresentation by Tenant andfor any breach by Tenant of any warranty of Tenant contained in this Lease: and (c) any occurrence arising from (i) Tenant's construction, installation. maintenance, repair, operation. replacement or removal of the Communications Facility or any other equipment, or any other activities of Tenant on the Premises, and (ii) the condition of the Communications Facility and Premises in any way related to Tenant's use of the Communications Facility of the Premises, including, without limitation, any personal injury, death. or other accident in any way related to Tenant's use of the Premises. Such indemnification shall include the cost of investigation, all expenses of litigation, and the cost of appeals, including, without

19.

limitation, reasonable attorneys' fees and court costs, and shall be applicable to Tenant's
activities on the Premises whether prior to the Commencement Date or after the termination of this Lease. In addition to the Landlord, Landlord's board members, staff. officers. agents. servants, employees., volunteers. business invitees. customers, students, family members and guests shall he beneficiaries of the indemnification. This indemnification shall not be applicable to the extent of any negligence or willful misconduct of the Landlord, its board members, staff, officers. agents, servants, employees, volunteers, customers, business invitees. students. family members and

guests. 20 INSURANCE REQUIREMENTS. (a) All property of the Tenant, its employees, agents. business invitees, licensees,
l8

( leurwire Site No.: MD-WS110714 Execution Copy 6-07-2610

customers. clients or guests, in and on the Premises shall be and remain at the sole risk of the Tenant, and Landlord shall not be liable to them for any damage to. or loss of such personal property arising from any act of God or any personS, nor from any other reason, unless such damage or loss is caused by the negligence or willful act or failure to act on the part of the Landlord, its board members, staff, officers, employees, agents or volunteers, nor shall the Landlord be liable for the interruption or loss to Tenant's business arising from any of the above described acts or causes, unless such damage, interruption or loss is caused by the negligence or willful act or failure to act on the part of the Landlord, its board members, staff, officers, employees, agents or volunteers. The Landlord shall not be liable for any personal injury to the Tenant, its employees, agents, business invitees, licensees, customers, clients or guests arising from the use. occupancy and condition of the Premises unless such injury is caused by the negligence or willful act or failure to act on the part of the Landlord, its board members, staff, officers, employees, agents or volunteers. (b) During the term, Tenant will maintain a policy of commercial general liability insurance insuring the Landlord and Tenant against liability arising out of the use, operation or maintenance of the Premises and the installation, repair, maintenance, operation, replacement and removal of the Communications Facility. The insurance will be maintained for personal injury and property damage liability, adequate to protect Landlord against liability for injury or death of any person in connection with the use, operation and condition of the Premises. and to insure the performance of Tenant's indemnity set forth in Paragraph 19, in an amount not less than THREE MILLION DOLLARS ($3,000,000.00) per occurrence/aggregate. During the term, Tenant shall also maintain workers' compensation, employers' liability insurance, and automobile liability insurance.
(i) Worker's Compensation Insurance - Meeting all requirements of

Maryland law:
Bodily injury by accident: 5100,000 each accident Bodily injury by disease: $100,000 policy limits Bodily injury by disease: $100,000 each employee

(ii)

Minimum Automobile Liability:

Bodily injury: $500,000 each personi$1,000,000 each occurrence. Property Damage: $500.000 each occurrence, including owned, hired, and non-owned automobiles
(c) Insurance carried by Tenant will be with companies reasonably acceptable to the Landlord. The Tenant will deliver to the Director, Department of Facilities Management, Montgomery County Public Schools, certificates evidencing the existence and amounts of the insurance. No policy shall be cancelable or subject to reduction of coverage or other modification except after thirty (30) days" prior written notice to the Landlord. Tenant shall, as soon as practicable following renewal or replacement of such policies (but in no event more than thirty (30)
19

Clearwire Site No.! MD-WSH0714

Execution Copy 6-07-2010

days thereafter), furnish Landlord with renewals or "binders" for replacement policies, or other assurances that the insurance coyerage has been renewed. Notwithstanding anything to the contrary contained in this Lease, the failure of Tenant to maintain the insurance required under Paragraph 20 shall constitute an event of default requiring cure by Tenant pursuant to Paragraph 15 (b). and the coverage requirements under Paragraph 20 (b) shall not he deemed to limit Tenant's liability under this Lease. (d) If Tenant desires to self-insure, Tenant shall submit a request to Landlord to he permitted to self-insure. Such request shall be accompanied by financial statements of Tenant audited by an independent, third party certified public accountant, and shall contain all relevant information regarding Tenant's selfinsurance plan_ Tenant shall provide Landlord with such further or additional information as Landlord deems necessary in deciding whether to permit Tenant to self-insure. Landlord's decision whether to permit Tenant to self-insure shall be made in Landlord's sole and absolute discretion, shall be in writing, and shall be effective for a twelve (1 2) month period from the date of Landlord's approval of Tenant's self-insurance request, subject to the following provision. If Landlord permits Tenant to self-insure then (I) Tenant shall provide Landlord annually with updated financial statements, prepared as set forth above, for Landlord's review and approval, and (ii) immediately notify Landlord of any act or occurrence which might materially reduce Tenant's net worth or financial
condition, or impair Tenant's self-insurance program.

Tenant will not do anything or permit anything to be done or any hazardous condition to exist ("Increased Risk") which would invalidate or cause the cancellation of the insurance policies carried by Tenant. In the event that any such Increased Risk arises, Tenant shall promptly remedy the condition causing such Increased Risk in accordance with the procedures set forth in Paragraph 7 of this Lease. The Landlord shall be named as an "additional insured" on Tenant's liability policies. The coverage amounts set forth may be met by a combination of underlying and umbrella policies. so long as in combination the limits equal or exceed those stated.
1 HAZARDOUS MATERIALS .

(a)

Tenant shall not cause or permit any hazardous or toxic wastes, substances or materials (collectively, "Hazardous Materials") to be used. generated, stored or disposed of on, under or about, or transported to or from, the Premises (collectively "Hazardous Materials Activities") without first receiving Landlord's written consent_ which may be withheld for any reason whatsoever and which
may be revoked at any time, and then only in compliance (which shall be at

Tenant's sole cost and expense) with all applicable legal requirements and using all necessary and appropriate precautions. Tenant shall indemnify, defend with
Clearire Site N'..: PO DAk'SH0714 Execution Copy 6-07-2010

20

counsel reasonably acceptable to Landlord and hold Landlord harmless from and against any claims, damages, costs and liabilities. including court costs and legal fees. arising out of Tenant's Hazardous Materials Activities on. under or about the Premises, regardless of whether or not Landlord has approved Tenant's Hazardous Materials Activities. For the purposes of this Lease. Hazardous Materials shall include but not be limited to oil. radioactive materials. PCBs, and substances defined as "hazardous substances" or "toxic substances" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980. as amended. 42 U.S.C. Sec. 9601 et seq.: Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801 et seq.: and Resources Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et seq., and those substances defined as "hazardous wastes" in the regulations adopted and publications promulgated pursuant to said laws. Subject to the foregoing provisions of this Paragraph. Tenant shall, prior to the Commencement Date, submit to Landlord for Landlord's review and approval, a list of Hazardous Materials Activities. including types and quantities, which list to the extent approved by Landlord shall be attached hereto as Exhibit C. Prior to conducting any other Hazardous Materials Activities. Tenant shall update such list as necessary for continued accuracy. If Tenant's activities violate or create a risk of violation of any legal requirements, such activities shall cease immediately upon written notice from
Landlord. Landlord. Landlord's representatives and employees may enter the

Premises upon prior notice to Tenant at any reasonable time during the term to inspect Tenant's compliance herewith., and, if required under applicable law, may disclose any violation of legal requirements to any governmental agency with
jurisdiction. The Landlord represents that: (i) it has not. and, to the best of its knowledge, and except for ordinary herbicides and pesticides used in normal lawn maintenance, it has not allowed or permitted any Hazardous Materials to be used, generated, stored. or disposed on. under or about or transported to or from the Parcel in violation of any applicable law or regulation; and (ii) it will not, nor will it permit any third parry to use. generate, store or dispose on, under or about, or transport to or from the Parcel any Hazardous Materials in violation of any applicable law or regulation. (I)) Landlord acknowledges that Tenant's equipment shelter shall contain batteries for back-up power and that, provided Tenant's use of same is in compliance with this provision, the presence of such batteries does not violate this provision if such batteries comply with all laws, regulations and ordinances relating to Hazardous Materials. Tenant will immediately notify Landlord and provide copies upon receipt of all written complaints. claims, citations. demands. inquiries, reports, or notices relating to the condition of the Premises or compliance with environmental laws. Tenant shall promptly cure and, if feasible under the applicable circumstances. have dismissed with prejudice any of those actions and proceedings to the reasonable satisfaction of Landlord. Tenant will keep the Premises free of any lien imposed pursuant to any environmental laws. Tenant shall have the right. from time to time, to submit written inquiries to Landlord with respect to the existence of any written complaints. claims. citations, demands. inquiries, reports,

(c)

('lew-wire Site No.: N11)-V61-10714 Fxecution ory 6-07 -2 n I 0

or notices relating to the condition of the Site or compliance with environmental laws. Landlord shall respond to any such written, inquiries within fifteen (15) business days after receipt thereof by Landlord. In the event that any such written complaints, claims, citations, demands, inquiries, reports, or notices do in fact exist, Landlord also shall advise Tenant as to the current status of Landlord's efforts to comply therewith. If Tenant determines that Landlord has not promptly cured the conditions leading to the issuance of any such complaints, claims, citations, demands, inquiries, reports or notices, Tenant shall have the right to terminate this Lease on thirty (30) days' written notice to Landlord.

(d)

Landlord shall have the right at all reasonable times and from time to time to conduct environmental audits of the Premises. and Tenant shall cooperate in the conduct of those audits. The audits will be conducted by a consultant of Landlord's choosing, and if any Hazardous Materials generated. stored, transported or released by Tenant are detected that are not in compliance with local, state or federal laws and regulations or if a violation of any of the representations or covenants in Paragraph 21 is discovered. the fees and expenses of such consultant will be borne by Tenant.
If Tenant fails to comply with any of the foregoing representations and covenants, Landlord may cause the removal (or other cleanup acceptable to Landlord) of any Hazardous Materials from the Premises. The reasonable costs of removing Hazardous Materials and any other cleanup (including transportation and storage costs) shall be reimbursed by Tenant within thirty (30) days after Landlord's presentation of invoices therefor. Tenant v ill give Landlord access to the Premises to remove or otherwise clean up any Hazardous Materials. Landlord, however, has no affirmative obligation to remove or otherwise clean up any Hazardous Materials, and this Lease will not be construed as creating, any such obligation.

(e)

ASSIGNMENT. (a) Tenant may not assign this Lease or sublease the Premises without the written consent of the Landlord. Notwithstanding the previous sentence, Tenant may assign this Lease or sublease the entire Premises, (not a portion)without Landlord's consent, to Tenant's principal, affiliates or subsidiaries of Tenant or of Tenant's principal, or to any corporation, partnership or other entity which (i) is directly controlled by. directly controlling or under common control with Tenant: (ii) shall merge or consolidate with or into Tenant; or (iii) shall succeed to all or substantially all the assets, property and business of Tenant. In the permitted assignment, a related entity steps into the shoes of the Tenant and there is no enlargement or intensification of the use granted by this Lease. In the case of such permitted assignment or sublease, Tenant shall within thirty (30) days provide to Landlord (a) the name and address of the assignee, and (b) a document executed by the assignee by which it acknowledges the assignment and assumption of all of Tenant's obligations hereunder and (c) an affirmation that the assignee is assuming control over the same leased premises leased to Tenant. If the 22

Clearxire Site No.: 1s11:1-WSH0714 Execution Copy 6.07.2010

assignment or sublease enlarges Tenant's use on the Monopole or in the ground space, Landlord in its sole discretion, may treat the assignment as a separate undertaking and require a separate lease by the related entity. . In all other instances. Tenant may only assign or sublease its rights and obligations upon Landlord's written consent. A condition precedent to each and every assignment or sublease shall be (i) that no default exists under this Lease as of the date of such assignment or sublease , (ii) certification by such assignee that . it is in compliance with all applicable licensing requirements, including those of the FCC and other applicable agencies; and (iii) except in the event of a transfer permitted pursuant to the second sentence of this paragraph (a), Landlord shall be entitled to all rentals in excess of the rental hereunder arising from any such sublease. (b) For any assignment or sublease requiring the consent of the Landlord. Tenant will, prior to entering into such assignment or sublease, submit in writing to Landlord (i) the name and address of the proposed assignee or subtenant. (ii) the business terms of the proposed assignment or sublease, (iii) reasonably satisfactory information as to the nature and character of the business of the proposed assignee, as to the nature of its proposed use of the Premises, (iv) banking, financial, or other credit information reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or subtenant, and (v) the proposed form of assignment or sublease for Landlord's approval. Notwithstanding anything to the contrary contained in this Lease and after prior written notice to the Landlord, Tenant may assign, mortgage, pledge, hypothecate or otherwise transfer without consent its interest in this Lease to any financing entity, or agent on behalf of any financing entity to whom Tenant (i) has obligations for borrowed money or in respect of guaranties thereof, (ii) has obligations evidenced by bonds, debentures. notes or similar instruments, or (iii) has obligations under or with respect to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof. Except for any assignment or sublease permitted by this Paragraph 22, Tenant shall not grant to or permit any third party to exercise any rights to install, operate or maintain communications or other equipment on the Tower or the Premises without Landlords prior written approval, which approval may he given. withheld or conditioned on such terms as Landlord may require in its sole and subjective discretion. If Tenant owns the Monopole, Tenant shall be allowed to license space on the Monopole structure to other telecommunication providers who have received permission from Landlord to collocate their equipment and Tenant shall be entitled to all rents associated with such collocation. Tenant may not enter into a license agreement for the use of Monopole space unless the prospective licensee has obtained necessary approvals from the Landlord and the Montgomery County Planning Board. The parties agree that any licensee obtaining the necessary

(c)

(d)

(e)

Clearveue Site No.: MD-WSH0714 Execution Copy 4-07-2010

approvals for collocation shall negotiate a separate agreement with the Tenant for Monopole space and a separate agreement with the Landlord for a separate parcel of ground space.
1

3.

INSPECTIONS. Tenant shall allow Landlord or its agents access for the purpose of inspecting the Premises, and upon prior notification to Tenant, to enter the Premises or any part thereof at any reasonable time in a manner so as not to interfere with Tenant's use of the Site. Landlord shall be accompanied by a representative of Tenant. In addition, without notice in the event of an emergency, Landlord shall be entitled to enter the Premises or any part thereof in order to prevent injury to persons or property. Tenant shall at all times provide the Landlord copies of all keys needed to unlock all of the gates and locks to the fences in the Premises. QUIET ENJOYMENT. Tenant shall be entitled to use and occupy the Premises during the Term hereof for the purposes herein permitted and subject to the terms and conditions herein contained, without molestation or interference by Landlord.

25. DAMAGE AND DESTRUCTION. (a) If the Premises or the Communications Facility are damaged or destroyed by reason of fire or any other cause, or if damage to the Premises or the Communications Facility causes damage to portions of the Site or other property of Landlord. Tenant will immediately notify Landlord, and Tenant may, within thirty (30) days after such damage, give written notice of its election to terminate this Lease and, subject to the further provisions of this Paragraph 25, this Lease will cease on the tenth (l Oth) day after the delivery of that notice. Monthly rent will be apportioned and paid to the time of termination. If this Lease is so terminated, Tenant will have no obligation to repair or rebuild the Communications Facility, but shall comply with all provisions relating to restoration of the Premises and/or the Site, as set forth in Paragraphs 9, 13 and I 7 (j). if such damage or destruction is caused by the negligence or willful misconduct of Tenant, its board members, staff, officers, agents, servants. employees, volunteers, customers, business invitees or guests. This Paragraph 25 shall not affect Tenant's obligations under Paragraphs 19, 20 and 21 of this Lease. if Tenant chooses to rebuild the Communications Facility rather than exercising its termination rights under Paragraph 25 (a), monthly rent and additional rent will not abate pending the repairs or rebuilding if such damage or destruction is caused by the negligence or willful misconduct of Tenant, its board members, staff, officers, agents, servants. employees. volunteers. customers, business invitees or

(b)

zuests.
(c) Landlord shall have no responsibility to Tenant or any collocating tenants for damage or destruction of the Tower or any other collocation equipment which is damaged or destroyed by fire or other casualty, unless such damage or destruction is caused by the negligence or willful actions of Landlord, its board members, staff, officers, agents, servants, employees or volunteers.
24

Clear-wise Site No.: MD-WSHO7 Execution Copy 6-07-2010

CONDEMNATION. If all or any part of the Premises is taken by eminent domain or sale in lieu thereof, and if said taking or sale renders the ?remises unusable for its intended purpose hereunder, then. at Landlord's or Tenant's option. this Lease may be terminated and there will be no further payment of rents except that which may have been due and payable at the time of said taking or sale. In the event of a partial taking or sale and Tenant, subject to mutual agreement with Landlord, wishes to maintain its operation,
Tenant may continue to use and occupy the Premises and Landlord shall reduce the rental

on the Premises by an amount proportionate to the part of the Premises taken by eminent domain sale or other such legal action. and provided Tenant, at its sole cost, restores so much of the Premises as remains to a condition substantially suitable for the purposes for which it was used immediately before the taking. Upon the completion of restoration, Landlord shall pay Tenant the lesser of the net award made to Landlord on account of the taking (after deducting from the total award attorneys', appraisers', and other costs incurred in connection with obtaining the award), or Tenant's actual out-of-pocket cost of restoring the Premises, and Landlord shall keep the balance of the net award received in connection with any taking subject to this paragraph. BINDING EFFECT. This Lease shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
RECORDATION. Either party may record this Lease or a Memorandum of Lease Agreement in the form annexed hereto as Exhibit H in the county land records, but such

recording shall be at the sole expense of the requesting party and shall not burden the other party.
'9. NOTICES. All notices, payments, demands and requests hereunder shall be in writing and shall be deemed to have been properly given when mailed by United States First

Class, Registered or Certified Mail, postage prepaid. or by reliable overnight courier, and addressed to the Landlord as follows: Board of Education of Montgomery County 850 Hungerford Drive Rockville, Maryland 20850 Attn: Director of Facilities Management with a copy, which will not constitute notice to:
Carney, Kelehan, Breslet, Bennett and Scherr, LLP

10715 Charter Drive Columbia, MD 21044 Attn: Michael S. Molinaro, Esq.

and to Tenant as follows:

Ann: Site Leasing

4400 Carillon Point Kirkland, WA 98033

( earwirk Svc. No.: MD- W Si-10714 Execution Copy 6417-2010

25

Telephone: 425-216-7600 Fax: 425-216-7900 Email: S itel easing@clearwire. corn

with copies, which will not constitute notice to:

Attention: Legal Department 4400 Carillon Point Kirkland, WA 98033

Telephone: 425-216-7600 Fax: 42 5-2 16-7900

or to such other addresses as either of the parties may designate from time to time by giving written notice as herein required. 30. WAIVER. No waiver by either party of any breach of any covenant, condition or agreement contained herein shall operate as a waiver of the covenant, condition or agreement itself or of any subsequent breach thereof. MARYLAND SEX OFFENDER LAW. Tenant agrees to make Maryland's Sex Offender Law apply to its subcontractor and employment agreements for services on the Leased Premises. Tenant shall require that any person/contractor/subcontractor who enters a contract with Tenant for work at the Leased Premises shall not knowingly employ an individual to work at a school property if the individual is a registered sex offender, in accordance with Maryland law. An employer or contractor who violates this requirement may be found guilty of a misdemeanor and if convicted may be subject to up to five years in prison and/or a $5,000 fine. Criminal Procedures Article., Section 11-722. ENTIRE AGREEMENT. This Lease contains the entire agreement of the parties and their commitment to the terms hereof and may not be amended, altered or otherwise
changed except by subsequent writing signed by the parties to this Lease. Notwithstanding anything to the contrary set forth in this Lease, Landlord and Tenant

31.

32.

agree that the following provisions of this Lease shall not be applicable if Tenant is not constructing a tower or other structure or replacing an existing light standard with a tower or other structure: (i) the portion of the second sentence in Paragraph 1 from "structure" through the end of such sentence; (ii) Paragraph 10 (f); (iii) Paragraph 17 (f). Any term or condition determined to be unenforceable or of no legal effect shall be severable and have no effect on the remaining provisions of this Lease.
33. GOVERNANCE. This Lease shall be governed by. construed and enforced in accordance with the laws of the State of Maryland.

34.

CONFLICTS. Each party represents and warrants that no officer, employee or agent of its organization has been or will be paid any sum or offered any gift, gratuity., employment or other consideration by or from the other party, its affiliates or agents in
connection with assistance in obtaining, arranging, negotiation or continuation of this Lease.

Cleanvire Site No.: MD-WSH0714 I.xccution opy 6-07-2010

26

FN WITNESS WHEREOF. the parties have caused this Lease to be signed by their authorized representatives.
WITNESS: FOR: BOARD OF EDUCATION OF MONTGOMERY COUNTY Bv: Ed. D. Title: Superithe dent of Schools Date:

TENANT: CLEAR W a By:

S LLC, ability company

Title: Date:

TEW RT MARKET MA\NAGER

7)c))/(-)

Clearwire Site No.: MD-WSI10714 Execution Copy 6-07-2010

STATE OF MARYLAND. COUNTY OF

mo

to wit:

I HEREBY CERTIFY that on this 4,2411,clay of , , 0] 0 before me. the subscriber. a Notary Public in and for the State aforesaid. pers nally appeared DR. JERRY D. WEAST, as representative for Montgomery County Public Schools, who made. oath in due form of law. under the penalties of perjury. that the matters and facts set forth in the foregoing document are true and correct to the best of his/her personal knowledge, information and belief. and that heishe freely and voluntarily executed this document for the purposes therein contained.
AS WITNESS: my hand and Notarial Seal.

Notary Public

My Corninission Expires: STATE OF MARYLAND, COUNTY OFOcifiltcorrieri , to wit:

'010. before me, I HEREBY CERTIFY that on this iday of . the subscriber, a Notary Public in and for the State afores ... . personally appeared who acknowledged under oath that he is the /)/ , and that he is duly authorized to execute this instruThent for CYctif' ( on behalf of (P/,q;ej, 727(iil c_c
.

AS WITNESS: my hand and Notarial Seal.

My Commission Expires: 9 --/6 , -.7fW

Notary Public_ '

et v-

(learwire Site No.: NID-WSH0714 Execution Copy 6-07-2010

28

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EXHIBIT B (Map Shoeing Non-Exclusive Right-of-Way and Easements) To Be Provided If Necessary.

Ciearwire Site No.: MD-WS1-10714 Execution Copy 6-07-20 1 0

30

EXHIBIT C
HAZARDOUS MATERIALS ACTIVITIES - TENANT Batteries, Battery Gel, Petroleum

Cleamne Site No.: MD-WSH071 4 Execution Copy 6-U7.2010

31

EXHIBIT D SCHOOL HOURS

(7:00 a.m. to 7:00 p.m.. Monday through Friday)

COMMUNITY USE
For permission to enter the Premises after school and on weekends. the Tenant shall contact the County Office of Community Use of Public Facilities [(240-777-2706] regarding their schedule of activities_

Clearwire Site No.. MD-WSH0714

Execution Copy 6-O7-2010

EXHIBIT E RECOMMENDATION OF TELECOMMUNICATIONS TRANSMISSION FACILITY COORDINATING GROUP (TTFCG)

('icarwire Site No.: MD-WSH0714 Execution Copy 6-07-2010

33

DEPARTMENT OF 'TECHNOLOGY SERVICES

Isiah Leggett
('runty Evvciiti e

E Steven Emanuel Chio tuformorinn Of firer

MEMORANDUM October 8. 2009 TO: FROM: Distribution Margie Williams, Tower Chairperson Transmission Facility Coordinating Group (TFCG)

SUBJECT: TFCG Notice of Action for the October 7. 2009 Meeting

At its meeting. of October 7, 2009, the Montgomery County TFCG voted to recommend the following applications:

1. Verizon Wireless application to replace nine panel antennas with 15 panel antennas at the 98' level atop the 83' high Potomac Water Filtration Plant located at 12200 River Road in Potomac (Application #200804-10). Clearwire application to attach dish antennas at the 150' level of the 16-story Classic Residence building located at 8100 Connecticut Avenue in Chevy Chase (Application #200907-19). 3. Clearwire application to attach two dish antennas at the 73' level atop the Phillips Office Building located at 9420 Key West Avenue in Rockville (Application #200907-20). 4. Clearwire application to attach two dish antennas at the 108' level on the penthouse of the Columbia Towers building located at 12001 Old Columbia Pike in Silver Spring (Application #200907 - 31 ). 5. Cleanvire application to attach one dish antenna at the 175' level of the 161' Promenade apartment building located at 5225 Pooks Hill Road in Bethesda (Application #20090736). 6. Clearwire application to attach three dish antennas at approximately the 1 1 1'. 1 14'. and 117' levels of a 117' monopole on Leaman property located at 13820 Clopper Road in Boyds (Application #200908-06). Clearwire application to attach three dish antennas at the 58' level atop the 54' Meadows building located at 12501 Prosperity Drive in Silver Spring (Application #200908-10).
Office of Cable and Communication Services 100 \tare land Avenue. Suite 250. Rockville. Mart land 20850 240-773-220 (CATV) FAX 240-777-3770

Notice of Action October 7, 2009 TFCG Meeting Page 2 of 4

8. Clear-wire application to attach three dish antennas at the 52' level atop the 45' Crossroads Building property located at 7676 New Hampshire Avenue in Takoma Park (Application #200908-11). Clearwire application to attach two dish antennas at the 125' level of a 120' monopole on MDOT/SHA property located at 1-270 & Montrose Road in Rockville (Application #200908-47).

10. Cricket application to attach three panel antennas at the 110' level on a proposed 10' extension atop a 100' monopole on Extra Space Storage property located at 19500 Frederick Road in Germantown (Application #200908-51). 11. Cricket application to attach three antennas at the 170' level of a 200' monopole on Damascus VFD #13 property located at 10211 Lewis Drive in Damascus (Application #200909-01). 12. Cricket application to attach three antennas at the 108' level of a 125' PEPCO transmission line tower #59-S located at 17125 Germantown Road in Germantown (Application #200910-02). 1 3 . Cricket application to attach three antennas at the 100' level on the 127' WSSC Brink water tank located at 21701 Ridge Road in Germantown (Application #200910-04).
14. Clearwire application to attach three dish antennas at the 1 19' and 121' levels of a 1 16' building located at 962 Wayne Avenue in Silver Spring (Application #200910-10).

15. Clearwire application to attach three panel antennas at the 68' level and two dish antennas at the 73 1 levels of the 98' monopole on Wheaton High School property located at 12501 Dalewood Drive in Silver Spring (Application #200910-12). 16. Clearwire application to attach three antennas at the 75' and two dish antennas at the 80' level of a 99' monopole on Springbrook High School property located at 201 Valley Brook Drive in Silver Spring (Application #200910-13).
Condition: On approval by the Board of Appeals of a Special Exception and for the site on accommodating equipment for less than three carriers pursuant to 59-G-2.58, and approval of an amendment to the Development Plait by the County Council. 17. T-Mobile application to construct a new 95' high monopole on Northlake Apartments

property located at 14001 Grey Eagle Court in Germantown (Application #200902-03).

Notice of Action October 7. 2009 TFCG Meeting Page 3 of 4

Condition: If interference 1th County public safety radio service arises, Clearwire must respond to problems within 24-hours to correct or, if no resolution can be found within one week for the date of notice by the County, Clew -wire must terminate service.

18. Clearwire application to attach three dish antennas at the 187' level of the 178' Berkshire Towers (The Enclave) apartment building located at 11235 Oak Leaf Drive in Silver Spring (Application #200907-28).
Condition: Applicant to provide a structural analysis to DPS, with a copy to the Tower Coordinator, which confirms that this structure can safely accommodate attachment of these antennas and related equipment and cabling. 19. Clearwire application to attach three dish antennas at the 185' level of the 190' monopole located at 16801 Oakrnont Avenue in Gaithersburg (Application #200907-32). Condition: On meeting screening requirements of .59A-6.1.1 of the zoning code. 20. Clearwire application to attach three panel antennas at the 145' and one dish antenna at the 149' level of a 149' PEPCO transmission line tower #689-E located at 17336

Evangeline Lane in Olney (Application #200908-14).

Condition: On meeting screening requirements of 59A 6.14 of the zoning code. 21. Clearwire application to attach one dish antenna at the 135' and three panel antennas at the 139' level of a 139' PEPCO transmission line tower #620-N located at 12457 Falconbridge Road in North Potomac (Application #200908-15).
-

Condition: Applicant to provide a structural analysis to DPS, with a copy to the Tower Coordinator, which includes the existing Cricket (TFCG Application #20090-06) and proposed Clearwire antennas and any modifications that have been or 'cal be made to the monopole to safely accommodate attachment of these antennas and related equipment and cabling.

22. Clearwire application to attach three dish antennas at the 87' level of a 140' monopole on Seneca Ayr Farm property located at 13100 West Old Baltimore Road in Boyds (Application #200908-38).
Condition: On approval by the Board of Appeals of a Special Exception and a smaller equipment area for equipment than required pursuant to 59-G-2.58. 23. T-Mobile application to construct a new 120' monopole on the Milton property located at 18420 White's Ferry Road in Poolesville (Application #200908-45). Condition: Applicant to provide a structural analysis to DPS. with a copy to the Tower Coordinator, which confirms that this structure can safely accommodate attachment of these antennas and related equipment and cabling. 24. Clearwire application to attach a total of five dish antennas at the 93' and 96' levels of a 190' monopole on Gate of Heaven property located at 13801 Georgia Avenue in Silver

Spring (Application #200909-02).

Notice of Action October 7, 2009 TFCG Meeting Page 4 of 4

Condition: Applicant to provide a structural analysis to IMPS. tith a copy to the Tower Coordinator, which confirms that this structure can safely accommodate attachment of these

antennas and related equipment and cabling. 25. Clearwire application to attach five dish antennas at the 144' level of a 150' monopole on Colesville Center property located at 49 Randolph Road in Colesville (Application #200909- 13 ). Condition: On meeting screening requirements of 59A-6.14 of the zoning code. 26. Clearwire application to attach three panel antennas at the 128' level and one dish antenna at the 124' level of a PEPCO transmission line tower #640-S located at Glen Mill Road & White Clover Terrace in Potomac (Application #200910-06).

Mc-lower,,Notice of Action J>09 Notices'2009_Cid 7_actionnotice.docx

EXHIBIT F SITE: RIGHT OF ENTRY AGREEMENT This Agreement made this day of , 2010, by and School

between Montgomery County Public Schools (hereinafter the "Grantor"). 850 Hungerford Drive.
Rockville, Maryland 20850, and Clear Wireless LLC, a Nevada limited liability company ("Grantee").

WITNESSETH:
That the Grantor has entered into a lease with Clear Wireless LLC, a Nevada limited liability company as Tenant has the right to use a section of Grantor's property to construct a monopole on the Grantor's property known as Wheaton High Site located at 12501-A Dalewood

Drive, Silver Spring, MD 20906 (the "Property").

That in consideration of mutual benefits accruing to all parties, Grantor does hereby grant to Grantee, its servants or employees, the temporary right to enter onto a portion of the Property, for the purpose of traversing a portion of the school site to conduct and perform, with the prior approval of Grantor and Tenant, some or all of the following activities: surveys, geotechnical soil borings and analyses, environmental assessments, radio propagation studies and

such other tests and inspections of the property as Grantee may deem necessary or advisable. The area of this Right of Entry is more particularly as shown highlighted on the drawing labeled
Exhibit B attached to the Lease Aueement for Telecommunications between Grantor and Grantee.

This Right of Entry Agreement shall commence on

, 2010, and

terminate sixty (60) days later. Grantee shall not conduct its activities during regular school

Clrarwire Sitr No.: MD-WS1-10714

34

Execution Copy 6-07-201()

hours, as provided in the Lease Agreement. In accordance with the following special conditions during the term of this agreement. Grantee hereby agrees to:
1. Contact at least five (5) business days in advance. the Tenant with a lease over the major portion of the Property. Grantee shall inform the Tenant of the nature and extent of

activities on the Property by Grantee, its employees. subcontractors and agents and obtain its
permission to enter upon the Property in accordance with any restrictions established by Tenant.

2. Perform all work within the limits of the defined area in accordance with the local
government specifications. including the obtaining of all required licenses and permits, evidence

of which shall be provided to Mr. Joseph J. Lavorgna, Acting Director, Department of Facilities
Management. 3. Indemnify and save harmless Grantor, its agents and employees against all liability.

claims and demands for personal injury, property damage or other expenses suffered or arising
out of or caused by any act or omission of Grantees. their servants or employees. due to their entry onto Grantor's Property.

4. Indemnify and save harmless Tenant, its agents and employees against all liability, claims and demands for personal injury, property damage or other expenses suffered or arising out of or caused by any act or omission of Grantee, its servants or employees, due to their entry onto Grantor's Property.
5. Guarantee that contractors and/or assigns provide and keep in force and effect until the

termination of this agreement the followina, insurance with insurance company/companies

licensed and qualified to do business in the State of Maryland. The Grantees must submit to the Director, Department of Facilities Management, a certificate of insurance. Said insurance shall

protect the Grantor from any claims arising from the Grantees or the operation of their

Clearwire site No.: KI1)-WSH0714 Lxecunon Copy (-07-20R)

35

subcontractors or by anyone directly or indirectly employed in the work by any of them under this Agreement.

(a Worker's Compensation. Meeting all requirements of Maryland law and with the
following minimum Employer's Liability limits: Bodily Injury by accident - S100,000 each accident Bodily injury by disease - 5500.000 policy limits Bodily limits by disease - S100,000 each employee.
(b) Commercial General Liability. Minimum of one million dollars (S3.000,000)

combined single limit for bodily injury and property damage per occurrence, including the

following coveray.es: contractual liability, premises and operations, independent contractors,

underground explosion and collapse hazard, broad form property damage and personal injury. (c) Minimum Automobile Liability. Bodily injury: $500,000 each person/S1.000.000

each occurrence. Property damage: 5500,000 each occurrence. including the following: owned automobiles, hired automobiles and nonowned automobiles.
(d) Additional insured. The Grantor must be named as additional insured on all Commercial, General and Minimum Automobile Liability Policies.
(e) Poce('ancellation. Thirty (30) days written notice of cancellation or material

change in any of the policies is required.

(f) Certificate Holder: Montgomery County Public Schools c/o Department of Facilities Manasemeni 850 Hungerford Drive Rockville, Maryland 20850 Attention: Joseph J. Lavorgna, Acting Director
5. No vehicles. equipment. dirt or materials of any kind shall be stored on the Grantor's

property.
6. Restore disturbed areas as near as possible to original condition.
Clenrwire Site No.: MD-WSH0714 Execution Copy 6-07-2010

36

7. Tenant agrees to make Maryland's Sex Offender Law apply to its subcontractor and employment agreements for services on the Leased Premises. Tenant shall require that any person/contractor/subcontractor who enters a contract with Tenant for work at the Leased Premises shall not knowingly employ an individual to work at a school property if the individual
is a registered sex offender, in accordance with Maryland law. An employer or contractor who

violates this requirement may be found guilty of a misdemeanor and if convicted may be subject
to up to five years in prison and/or a $5,000 fine. Criminal Procedures Article, Section 11-722

Accordingly. the parties hereto have caused this agreement to be executed as of the day and year first above written.

WITNESS:

MONTGOMERY COUNTY PUBLIC SCHOOLS. (GRANTOR)

[NOT FOR EXECUTION EXHIBIT ONLY] By: Joseph .1. Lavonina. Acting Director Department of Facilities Management

WITNESS:

Clear Wireless LLC, a Nevada limited liability company

(GRANTEE [NOT FOR EXECUTION -- FOR EXHIBIT ONLY] BY:

Title: Date:

Clearwire Site No.: MD- \k'S1-10714 Fxecution Copy 6-07-2010

37

EXHIBIT G

CC RRENT BOARD POLIC\ ECN

O B POLICY
Related Entries: Responsible Office:

OF MONTGOMERY TCOUNTY

Supportive Sci-vices

Telecommunications Transmission Facilities

A. PURPOSE

To the oitaia by which the Bo-arri of Education will evaluate and make decisions cowerning 4-picaticins to place private telecioniummitioris tr?.=iissioci fa6lities at sites owned by the Board of EC ication
B. ISSUE

That have been requests to place private telecommunications transmission facilities on sites owned by the Board of &tic-anon. Fed er al and county laws provide for such placements. The Board of Education needs to have criteria with which to consider such reque;ts viithout cartcromising the school system's primary nii_sion To provide a safe and supportive envimirnerit for the asdernic success Of erVery stud .

C.

POSITION
1. The Board of Ectitcati(xi support federal and county ievislaLlota relating to the Lifrestructure of modem telecortunimimtioir systenr and wishes to iLliplellICEn these laws without contravening the prirri mission of the organization which is to provide a safe and supportive environment for the academic success of every student_ Factors such as site size. cclinpatibiliTy with the cxyzry's Master Plan and school site developmmat plan, impact on sdicvol operatioas. school and =amity input (inchiding school personnel and neiglabornocbd citizens' concerns), ccrapeasation, and the ability to co-locate tel....outruirii=ion facilities at the site chill all be c<iO i when evaluafin2motes for telec, ---Ymiltunicatioas on school property. Specifically the 'Nip-A.4 criteria will be consied in the evaluation of proposals: federal and county legislation as detnanstrated Conforrname of tire proposal in the county's Teieoccaraunicatioas Transmission Facility Coordinating Group's
I
of4

Clearwire Site No.: MD-\\SI-10714 Execution Copy 6-07-21) 0

38

ECN
(l 11-CG) reocimmendatioit and the hilariand-National Capital Park and Planning Commission CM-NCPPC) report. Teleoommummtions provickis int rst show evidence of pursuit of co-location vrith other vendors andior existing facibties. Telecommunications providers must have a long-ranee naast . plan for future teleconirrmications trallSZMiSSiOri facilities throughout the co y. Impact on the school site and options sed ccri 'mt from school PTSA. community groups. and facilities staff. These considerations should inchide the folkywing: (1) No site shall be comidered unless it meets the acreage prded for standard setbwic requirements No private struature shall be placed on school buildings unlessspecitimIly negotiated and agreed to in the Ierms of the lease Any proposed imctallation niugt satisfy' all legal. safety. and health requirements set forth in federal. state and county codes and regulations Any proposed installation must be architecturally and aesthetically compatible with tlie school site For aj_Iplicatious involving rxrsv monopoles to m, the apphcant inaldng the proposal is responsible for notification of potentially affected comnractities lastalkation and lourtion 41311 not disrupt nonual operation of .school ;ysteni activities and/or ci-vrin-mnity acts ItlCw as d etennined by the principal or site manager The appliamt 'than bear all responsibility and related costs for liability and maintenare arising. from the installation and its operatic. This would
include related upkeep. repair, and appearance of the tower, monopole,

(2)

(3)

(4)

(5)

(6)

(7)

equipment building. enclosed grounds and fencir and provision for its rernaval.

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e)

1).mions-trated record in other site installations of c,,Eivliance with contractural asp- ---Thients and adherence to regulatory standards. In the event of the teleccwiaications comity's banbuptcy a sufficient bond is in place to cover the co of re vino the trananission tIcaity aad rt..Ittnizr the ite to its previous cone ticn. Benefit to the Board ruclutng provision of revenue to support educational improvenients.

A standard MC PS lease foru shall govern all leases and permits for telecommunications tkilities x school property. The leaselpemirt shall require indemnification of the Board_ its employees, and agents by the applicant for any con&Agent liability arising from operation of the fadli.ty. The telecoamulaications company may not access the property cbzing school liars except with prior notice and approval of the official clesizrated by the building administrator. The school system reserves the right prior to the conch ton of its stated term to terminate the lease for cause. includinsz lack of adequate maintenarice. Revisions to the standard IttsetYmitit form. encept for clorages recraired c to site specific concerns. shall not be accepted. 4. T
sic hiterkient rill review and.. if necessary. gatim- additional views of the community

as well as principals and/or site managers and evaluate those views prior to making a decision_ 5. Based on the criteria set forth in this policy. the supaintmdent %kill decide 1.vlieth - to approve the request and if so. negotiate the most favorable terms. The applicant will be responsible for removing the it nation completely and returning the site to its previous condition at conchision of the contact.
D. DESIRED OUTCOME

Fair and consistent criteria with which to evaluate the appropriateness of placing teleoamintraition transmission infrastnictures on school sites so that tiwy do not detact from the primary mission of the school system
E. IMPLEMENTATION STRATEGIES

In compliance with Montgomery County EXeartive Reaulation 14-96. the TTFCG will submit recommendations on proposed installations to the school systean.

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For those actions for which M NCPPC approval is .irc d th supintendent will transmit that recommelidation to the M-NCPPC for its review under the mandatory referral or special excepnce proms. The review will include ellpert tctinlorly and citizea
-

3. 4.

The sup=iniendeat will notify site nam.agers and school PTAs of the proposed installKion_ The sul=nteadent will reive the M-NCPPC Report or Board of Appeals decision and any other r-devant information a xi ru ke a decision cowernin2 the applition_

F.

REVIEW AND REPORTING

This policy will be reviewed on an ongoing basis in acccgdance with the Board of Education's policy review process. Periodic reports on tip implementation of this policy, inaltiding input from and oormaities. will be reviewed by the Board.
affected

schools

Clearwire Site No.7 MD-WSI-10714 F. x cc ution c op' x_(17-2p1(1

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EXHIBIT H

RECORDED AT REQUEST OF, 4ND

WHEN RECORDED RETURN TO:

MEMORANDUM OF AGREEMENT .LPN: Tax Map Parcel

This MEMOR.ANDLIM OF AGREEMENT is entered into on this day of 2010, by the Board of Education of Montgomery County, governing body of Montgomery County Public Schools, with an address at 850 Hungerford Drive, Rockville, Maryland 20850 (hereinafter referred to as "Owner" or "Landlord") and Clear Wireless LLC, a Nevada limited liability company (hereinafter referred to as "Tenant"). Landlord and Tenant entered into a Lease Agreement for Telecommunications ("Agreement") dated as of , 2010, effective upon full execution of the parties ("Effective Date") for the purpose of undertaking certain Investigations and Tests and, upon finding the Land appropriate, for the purpose of installing, operating and maintaining a communications facility and other improvements. All of the foregoing is set forth in the Agreement. 2. The term of the Agreement is for five (5) years commencing on the earlier of the commencement of construction of the Communications Facilities or the sixtieth (60 th ) day following the date of this Agreement ("Term Commencement Date"), and terminating on the fifth anniversary of the Commencement Date with one (1) successive five (5) year option to renew. 3. The Land that is the subject of the Agreement is described in Exhibit A-1 annexed hereto. The portion of the Land being leased to Tenant and all necessary access and utility easements (the "Premises") are set forth in the Agreement.

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MD WS1-10714 Execution Copy 6-07-2010

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In witness whereof, the parties have executed this Memorandum of Agreement as of the day and year first written above.

LANDLORD: Board of Education of Montgomery County, governinu body of Montgomery

TENANT:
Clear Wireless
liability company

LLC, a Nevada limited

EXHIBIT

County Public Schools NOT FOR EXECUTION ONLY By:

Name: Title: Date:

EXHIBIT

NOT FOR EXECUTION

ONLY By: Name: Title:
Date:

Cleanvire Site No.: MD-WSHO7i4 Execution Copy 6-07-2010

43

STATE OF

COUNTY OF

On , before me. Notary Public. personally appeared Dr. Jerry Weast personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacity, and that by their sianature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

(SEAL) Notary Public

My commission expires:

STATE OF

COUNTY OF . Notary Public, personally appeared , before me, On personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacity, and that by their signature on the instrument., the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

(SEAL)
Notary Public My commission expires:

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