Exhibit
10.67


 


Execution
Version


 


SECOND
AMENDMENT TO CREDIT AGREEMENT


 


This
SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second
Amendment”) is made as of December 9, 2014 by and among CIG COMP TOWER, LLC, a Delaware limited liability company
(the “Borrower”), the
Lenders party hereto (the “Lenders”),
and MACQUARIE BANK LIMITED, in its capacity as Administrative Agent and Collateral Agent for the Lenders (in such capacities, the
“Administrative Agent”).


 


WITNESSETH:


 


WHEREAS,
Administrative Agent, the Borrower and the Lenders are parties to that certain Credit Agreement, dated as of August 17, 2012 (as
amended by that certain First Amendment to Credit Agreement, dated as of March 7, 2013, that certain Consent and First Amendment
to Credit Agreement, dated as of August 1, 2013 and as may be further amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”)
whereby the Lenders have agreed to make loans, advances and other extensions of credit to the Borrower thereunder;


 


WHEREAS,
in accordance with the terms of the Credit Agreement, the Borrower has requested and the Lenders and Administrative
Agent have agreed to modify certain provisions of the Credit Agreement, in each case upon the terms and subject to the conditions
set forth herein.


 


NOW,
THEREFORE, in consideration of the foregoing, the terms and conditions, premises and other mutual covenants set forth
in this Second Amendment, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
Administrative Agent, the Lenders and the Borrower agree as follows:


 


1.          Definitions.
Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Credit Agreement.


 


2.          Amendments
to Credit Agreement. As of the Second Amendment Effective Date (defined below), Administrative Agent, the Lenders and
the Borrower hereby agree to amend the Credit Agreement as follows:


 


(a)          Section
1.1 of the Credit Agreement is hereby amending by deleting the definitions of “Adjusted
Base Rate”, “Applicable
Margin”, “Eurodollar
Rate” and “Right of
First Refusal Agreement” in their entirety and replacing them as follows:


 


“Adjusted
Base Rate” means, as of any day, a fluctuating rate of interest per annum equal to the highest of (a) the Prime
Rate in effect for such day, (b) the Federal Funds Effective Rate in effect for such day plus 1/2 of 1%
per annum and (c) the Eurodollar Rate in effect for such day for an Interest Period of one month plus 1% per annum. Notwithstanding
the foregoing, if the “Adjusted Base Rate” as determined pursuant to the immediately preceding sentence (i) from the
period commencing on the Funding Date through and until September 30, 2015, is below 2.25% per annum for any day, then for all
purposes of this Agreement and the other Loan Documents, the “Adjusted Base Rate” shall be deemed to be 2.25% per
annum for such day and (ii) from the period commencing October 1, 2015 through and until the Maturity Date, is below 2.00% per
annum for any day, then for all purposes of this Agreement and the other Loan Documents, the “Adjusted Base Rate”
shall be deemed to be 2.00% per annum for such day. Any change in the Adjusted Base Rate due to a change in the Prime Rate, Federal
Funds Effective Rate or one month Eurodollar Rate shall be effective on the effective date of such change in the Prime Rate, Federal
Funds Effective Rate or one month Eurodollar Rate.


 




    	 



    	 



    

  


“Applicable
Margin” means (a) with respect to Adjusted Base Rate Advances, (i) from the period commencing on the Funding Date
through and until September 30, 2015 6.25% and (ii) from October 1, 2015 through and until the Maturity Date, 4.75% and (b) with
respect to Eurodollar Advances, (i) from the period commencing on the Funding Date through and until September 30, 2015, 7.25%
and (ii) from October 1, 2015 through and until the Maturity Date, 5.75%.


 


“Eurodollar
Rate” means, with respect to an Advance for the relevant Interest Period, the rate determined by the Administrative
Agent to be the offered rate for deposits in Dollars for the applicable Interest Period appearing on the Bloomberg Page BBAM 1
(British Bankers Association Page 1) as of 11:00 a.m., London time, on the second full Business Day next preceding the first day
of each Interest Period. In the event that such rate does not appear on the Bloomberg Page BBAM 1 (British Bankers Association
Page 1) or such other screen as may replace such Bloomberg Page, the Eurodollar Rate for the purposes of this definition shall
be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected
by the Administrative Agent. Notwithstanding the foregoing, if the “Eurodollar Rate” as determined pursuant to the
immediately preceding sentences (i) from the Funding Date through and until September 30, 2015 is below 1.25% per annum for any
Interest Period, then for all purposes of the Agreement and the other Loan Documents the “Eurodollar Rate” shall be
deemed to be 1.25% per annum for such Interest Period and (ii) from October 1, 2015 through and until the Maturity Date is below
1.00% per annum for any Interest Period, then for all purposes of this Agreement and the other Loan Documents the “Eurodollar
Rate” shall be deemed to be 1.00% per annum for such Interest Period.


 


“Right
of First Refusal Agreement” means that certain Amended and Restated Right of First Refusal Agreement, dated as
December 9, 2014, by and among the Administrative Agent, Parent and the Credit Parties granting the Administrative Agent, on behalf
of the Lenders hereunder, the right of first refusal for the Lenders to provide financing hereunder for all acquisitions following
the date hereof by Parent or any Subsidiaries of Parent or any Person controlled by one or more Related Parties of the Borrower
of Wireless Assets, Cell Towers or any property interests related to Wireless Assets or Cell Towers, as such agreement may be amended,
restated, supplemented or otherwise modified from time to time.


 


(b)          Section
2.6(b) of the Credit Agreement is hereby amended by deleting clause (A) in Section 2.6(b)(vi) in its entirety and replacing it
as follows:


 


“(A)
(x) subsequently ceased to satisfy the eligibility criteria set forth on Schedule 1.1(b) as determined by the Administrative Agent
in its reasonable discretion (except for Failed Eligibility Criteria as set forth in the Right of First Refusal Agreement) or (y)
Borrower failed to deliver the materials set forth in Part I.(a)(1), (2), (4) and (9) of Schedule 1.1(b) within five (5) Business
Days after the applicable Borrowing (in the case of (x) or (y), the “Ineligible
Assets”) and the aggregate Acquisition Purchase Price(s) of all Ineligible Assets exceeds $250,000 (the “Ineligible
Asset Trigger Event”) or”


 




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(c)          Section
3.3 of the Credit Agreement is hereby amended as follows:


 


(i)          clause
(h) is hereby amended by deleting the reference to “ten (10) Business Days” in subsection (x) and replacing it with
“five (5) Business Days”;


 


(ii)         clause
(k) is hereby amended by deleting the phrase “subject to Section 3.3(m)” and replacing it with “subject to Section
3.3(h)”;


 


(iii)        clause
(l) is hereby amended by deleting the word “and” at the conclusion thereof and by adding the following provision at
the conclusion thereof as follows:“; provided
that, subject to Section 5.17 hereof, if the proceeds for such Borrowing are to be used to consummate an Acquisition, Borrower
shall deliver a copy of the Borrower’s “marked title binder” or owner’s pro forma (in each case including
a lender’s mezzanine endorsement) together with a binding, irrevocable executed commitment from the title company to issue
an Owner’s Title Insurance Policy in the form of such proforma, in form and substance reasonably acceptable to the Collateral
Agent relating to all the Wireless Asset(s) included in the calculation of the Advance Rate; and”


 


(iv)        clause
(m) is hereby amended by deleting the phrase “subject to Section 3.3(m)” and replacing it with “subject to Section
3.3(h)”.


 


(d)          Section
5.17 of the Credit Agreement is hereby amended by adding the following sentence at the conclusion of Section 5.17:


 


“The
evidence of such recordings together with an Acceptable Policy may be provided to Collateral Agent electronically via an electronic
data room.”


 


(e)          Section
5.18 of the Credit Agreement is hereby amended by amending and restating clause (d) in its entirety as follows:


 


“(d)          Subject
to the concentration limitation (Estoppel
Test) set forth on Schedule 1.1(b), an estoppel certificate from the owner of the underlying property for such property
(the “Grantor”) granting
the easement or leasehold interest to the Borrower certifying among other things, (i) that a true and complete copy of the ground
lease is attached to such certificate, (ii) the term of the ground lease or easement, (iii) the existence or not of any security
interest granted by Grantor in favor of a third party encumbering its interest in such underlying property, (iv) the amount of
rent and other charges due and payable and the frequency of such payments, (v) that no default or event of default exists under
such easement or ground lease, (v) that Grantor has no claim or defense of any nature with respect to the Borrower's rights under
such easement or leasehold interest, (vi) Grantor's acknowledgment of the existence of the Credit Agreement and the Borrower's
granting of a security interest in such easement or leasehold interest, and (vii) Grantor's agreement to notify Collateral Agent
at its notice address as set forth on Schedule 9.2 hereof of any default and agreement to give Collateral Agent a reasonable opportunity
to cure such default prior to terminating such easement or leasehold interest; and”


 


(f)          Section
5.18 of the Credit Agreement is hereby further amended by adding the following paragraph at the conclusion of Section 5.18:


 




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“Notwithstanding
anything to the foregoing to the contrary, the Borrower shall not be required to provide Additional Mortgaged Property and comply
with the provisions of clauses (a), (b), (c) and (e) of this Section 5.18 until such time as Section 7.8 of this Agreement is in
effect. For purposes of the delivery requirement set forth in Section 5.18(d), the Borrower shall be required, subject to the concentration
limitation (Estoppel Test) set
forth on Schedule 1.1(b), to deliver an estoppel certificate within the time frames set forth above regardless of whether or not
the property acquired is an Additional Mortgaged Property (and any failure to deliver an estoppel certificate within such timeframe
shall result in such related Wireless Asset(s) to no longer be Eligible Assets and the Borrower shall be required to repay the
Advances as provided for in Section 2.6(b)(vi)).”


 


(g)          Article
VII of the Credit Agreement is hereby amended by adding the following Section 7.8 at the conclusion thereof as follows:


 


“Section
7.8       Mortgages. From and during
the continuance of any Event of Default, other than any Event of Default pursuant to Sections 5.6 and 5.7, the Administrative Agent
shall at the request of, or may with the consent of, the Required Lenders notify the Borrower in writing that the Obligations must
be secured by Mortgages on all Wireless Assets, parcels of real property and leasehold interests. In the event of any such notice,
the Borrower shall promptly execute and deliver to the Collateral Agent (i) such Mortgages and other items as set forth in Section
5.18 of this Agreement and (ii) any other documents or instruments as the Administrative Agent determines, in its sole discretion,
are necessary to provide for such collateral security and for recording in the real property records where such Mortgaged Properties
are located.”


 


(h)          Schedule
1.1(b) of the Credit Agreement is hereby amended by deleting Schedule 1.1(b) in its entirety and replacing it with the Schedule
1.1(b) attached hereto as Exhibit A (which shall include an updated Exhibit 1.1(b) – B to Schedule 1.1(b).


 


3.          Conditions
to Effectiveness. This Second Amendment shall be effective as of the date set forth above only upon the satisfaction
of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Second
Amendment Effective Date”):


 


(a)          The
Borrower shall have delivered to Administrative Agent an executed copy of this Second Amendment duly executed by an authorized
officer of the Borrower and each other agreement, document or instrument reasonably requested by Administrative Agent in connection
with this Second Amendment, each in form and substance satisfactory to Administrative Agent.


 


(b)          The
Borrower shall have delivered to Administrative Agent an executed copy of the Amended and Restated Fee Letter in form and substance
satisfactory to Administrative Agent.


 


(c)          No
Default or Event of Default shall have occurred and be continuing or would result from entering into this Second Amendment.


 


(d)          Administrative
Agent shall have received all fees, charges and expenses payable to Administrative Agent in connection with this Second Amendment
and the documentation related hereto, including, but not limited to, legal fees and out-of-pocket costs.


 


4.          Representations
and Warranties. The Borrower represents and warrants to Administrative Agent and the Lenders that, as of the date hereof:


 




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(a)          All
of the representations and warranties set forth in the Credit Agreement and the other Loan Documents are and will be true and correct
in all material respects on and as of the Second Amendment Effective Date (after giving effect to the limited consent set forth
in Section 2 hereof and the amendments contained herein) to the same extent as though made on and as of such date, except (i) to
the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties
are true and correct in all material respects on and as of such earlier date and (ii) to the extent such representations and warranties
are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects.


 


(b)          No
event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Second Amendment
that would constitute a Default or Event of Default.


 


(c)          The
Borrower is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation. The execution,
delivery and performance by the Borrower of this Second Amendment are within its powers, have been duly authorized, and do not
(i) contravene the terms of the Borrower’s Organizational Documents or (ii) violate any material Legal Requirement.


 


(d)          This
Second Amendment has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of
the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally
or by general principles of equity.


 


5.          Expenses.
The Borrower shall pay all reasonable and documented out-of-pocket expenses incurred by the Agents and their Affiliates (including
the fees, charges and disbursements of counsel) in connection with the preparation, negotiation, execution and delivery of this
Second Amendment and all related agreements, documents and instruments in accordance with the provisions of Section 9.4 of the
Credit Agreement.


 


6.          Effect
of Amendment. Administrative Agent and the Borrower hereby acknowledge and agree that except as provided in this Second
Amendment, the Credit Agreement and the other Loan Documents remain in full force and effect and have not been modified or amended
in any respect, it being the intention of Administrative Agent and the Borrower that this Second Amendment and the Credit Agreement
be read, construed and interpreted as one and the same instrument. The foregoing does not constitute a waiver by Administrative
Agent or the Lenders of any Default or Event of Default.


 


7.          Confirmation
of Agreements. Administrative Agent and the Borrower hereby acknowledge and agree that, except as provided in this Second
Amendment, the Credit Agreement and the other Loan Documents, and their agreements, covenants, obligations, representations and
warranties thereunder and therein, are hereby expressly ratified and confirmed as of the date hereof.


 


8.          Confirmation
of Security Interest. The Borrower hereby confirms and agrees that all security interests and liens granted to Collateral
Agent and Lenders continue to be perfected, first priority liens (subject only to Permitted Liens) and remain in full force and
effect and shall continue to secure the Obligations. All Collateral remains free and clear of any liens other than liens in favor
of Collateral Agent, Lenders and Permitted Liens. Nothing herein contained is intended to in any way impair or limit the validity,
priority, and extent of Collateral Agent’s or Lenders’ existing security interest in and liens upon the Collateral.


 




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9.          References
to Loan Documents. On and after the Second Amendment Effective Date, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”,
“thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement
after giving effect to this Second Amendment.


 


10.         Benefit.
This Second Amendment shall inure to the benefit of and bind the parties hereto and their respective successors and assigns.


 


11.         Reasonable
Efforts of the Agent. Notwithstanding anything to the foregoing in the Credit Agreement to the contrary, the Agent agrees
to use reasonable efforts to cooperate with the Borrower to obtain non-disturbance agreements with any Tenant upon such Tenant’s
request.


 


12.         Limited
Waiver and Consent. Pursuant to the Borrower’s request, the Lenders hereby (i) waive the requirements set forth
in Schedule 1.1(b) Part II 1. with respect to those Wireless Assets listed on Exhibit B hereto (the “Specified
Assets”) and (ii) agree that such Specified Assets shall be deemed to be Eligible Assets for all purposes under
the Loan Documents. The waiver and consent in this Section 12 shall be effective only in this specific instance and for the specific
purposes set forth herein and does not allow for any other or further departure from the terms and conditions of the Credit Agreement
or any other Loan Document, which terms and conditions shall remain in full force and effect.


 


13.         Amendments.
This Second Amendment may not be changed, modified, amended, restated, waived, supplemented, discharged, canceled or terminated
orally or by any course of dealing or in any other manner other than by the written agreement of the Required Lenders (or Administrative
Agent with the consent of the Required Lenders), Administrative Agent and the Borrower. This Second Amendment shall be considered
part of the Credit Agreement for all purposes under the Credit Agreement.


 


14.         Headings
and Counterparts. The captions in this Second Amendment are intended for convenience and reference only and do not constitute
and shall not be interpreted as part of this Second Amendment and shall not affect the meaning or interpretation of this Second
Amendment. This Second Amendment may be executed in one or more counterparts, all of which taken together shall constitute but
one and the same instrument. This Second Amendment may be executed by electronic transmission, which electronic signatures shall
be considered original executed counterparts for all purposes, and each party to this Second Amendment agrees that it will be bound
by its own electronic signature and that it accepts the electronic signature of each other party to this Second Amendment.


 


15.         Waiver
of Jury Trial. Each party to this Second Amendment hereby expressly and irrevocably waives any right to trial by jury
of any claim, demand, action or cause of action arising under this Second Amendment or any other Loan Document or in any way connected
with or related or incidental to the dealings of the parties hereto or any of them with respect to this Second Amendment or any
other Loan Document, or the transactions related thereto, in each case whether now existing or hereafter arising, and whether founded
in contract or tort or otherwise; and each party hereby agrees and consents that any such claim, demand, action or cause of action
shall be decided by court trial without a jury, and that any party to this Second Amendment may file an original counterpart or
a copy of this section with any court as written evidence of the consent of the signatories hereto to the waiver of their right
to trial by jury.


 


16.         Governing
Law. This Agreement and each of the other Loan Documents shall be governed by and construed in accordance with the laws
of the State of New York (without reference to conflict of laws principles thereof) and the applicable laws of the United States
of America.


 




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17.         Release
by the Borrower. By execution of this Second Amendment, the Borrower acknowledges and confirms that as of the date
hereof the Borrower does not have any offsets, defenses or claims against the Agents and/or Lenders, or any of their respective
present or former subsidiaries, affiliates, officers, directors, shareholders, employees, agents, representatives, attorneys,
predecessors, successors or assigns whether asserted or unasserted. To the extent that the Borrower may have such offsets, defenses
or claims as of the date hereof, the Borrower and each of its successors, assigns, parents, subsidiaries, affiliates, predecessors,
employees, agents, heirs, executors, as applicable, jointly and severally, knowingly, voluntarily and intentionally waive, release
and forever discharge the Agents and Lenders, their respective subsidiaries, affiliates, officers, directors, shareholders, employees,
agents, attorneys, predecessors, successors and assigns, both present and former (collectively the “Lender Affiliates”)
of and from any and all actual or potential claims, demands, damages, actions, requests for sanctions and causes of action, torts,
obligations, suits, debts, controversies, damages, judgments, executions, claims and demands whatsoever, all other liabilities
whether known or unknown, matured or unmatured, contingent or absolute, of any kind or description whatsoever, either in law or
in equity, asserted or unasserted against the Agents, Lenders and/or Lender Affiliates they ever had, now have, claim to have
or may later have or which any of the Borrower’s successors, assigns, parents, subsidiaries, affiliates, predecessors, employees,
agents, heirs, executors, as applicable, both present and former ever had, now has, claim to have or may later have, upon or by
reason of any manner, cause, causes or thing whatsoever, including, without limitation, any presently existing claim or defense
whether or not presently suspected, contemplated or anticipated, and the Borrower hereby agrees that the Borrower is collaterally
estopped from asserting any claims against Agents, Lenders and/or any of the Lender Affiliates relating to the foregoing.


 


18.         Entire
Agreement. This Second Amendment, the Credit Agreement and the other Loan Documents represent the final agreement among
the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties relating
to the subject matter hereof. There are no unwritten oral agreements among the parties.


 


19.         Miscellaneous.
Whenever the context and construction so require, all words used in the singular number herein shall be deemed to have been used
in the plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the
masculine and feminine. This Second Amendment shall inure to the benefit of the Agents, Lenders, all future holders of any of the
Obligations or any of the Collateral, and each of their respective successors and permitted assigns. The Borrower may not assign,
delegate or transfer this Second Amendment or any of its rights or obligations under this Second Amendment without the prior written
consent of Administrative Agent. No rights are intended to be created under this Second Amendment for the benefit of any third
party donee, creditor or incidental beneficiary of the Borrower. Nothing contained in this Second Amendment shall be construed
as a delegation to Administrative Agent of any of the Borrower’s duty of performance, including, without limitation, any
duties under any account or contract in which Administrative Agent or the Lenders have a security interest or Lien. This Second
Amendment shall be binding upon the Borrower and its successors and assigns.


 


Remainder
of page intentionally blank; signatures follow.


 




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IN WITNESS WHEREOF, the parties below have executed
this Second Amendment as of the date first above written.


 


	 	CIG COMP TOWER, LLC, a Delaware 
	 	limited liability company
	 	 	 	 
	 	By:	Specially Towers Management, LLC, a 
	 	 	Delaware limited liability company, its 
	 	 	Manager 
	 	 	 	 
	 		By:	/s/ Paul McGinn
	 	 	 	Name: Paul McGinn
	 	 	 	Title: Chief Executive Officer


 


[Signature
Page to Second Amendment to Credit Agreement]


 




    	 



    	 



    

  


	 	MACQUARIE BANK LIMITED,
	 	as Administrative Agent, Collateral Agent and 
	 	sole Lender
	 	 	 
	 	By:	/s/ Benjamin Wu
	 	 	Name: Benjamin Wu 
	 	 	Title: Managing Director
	 	 	 
	 	By:	/s/ David Prince
	 	 	Name: David Prince 
	 	 	Title: Managing Director


 


[Signature
Page to Second Amendment to Credit Agreement]


 




    	 



    	 



    

  


EXHIBIT
A


 


Schedule
1.1(b)


 


See attached.


 




    	 



    	 



    




 


Schedule
1.1(b)


 


Eligibility
Criteria


 


Part
I.


 


(a)          Documentation.


 


(i)          Subject
to the terms and provisions of Section 3.3(h) hereof with respect to Acquisitions, with respect to each Wireless Asset, the Borrower
shall have provided and made available the following to the Administrative Agent at least ten (10) Business Days before the applicable
Borrowing (unless otherwise noted in an Exception Notice):


 


(1)         a
fully executed copy of an assignment of Easement or such other agreement or instrument granting grantee an interest with respect
to such Wireless Asset naming the Borrower as the grantee, and such agreement shall contain the terms and conditions set forth
in Part II below; provided, however,
with respect to an Acquisition, unless otherwise available on an earlier date, the foregoing may be provided within five
(5) Business Days after the applicable Borrowing and may be electronically provided to Administrative Agent via an electronic
data room;


 


(2)         a
fully executed copy of the leasehold interest, telecommunications easement or such other document granting a leasehold, fee or
easement interest in the underlying real property on which the Cell Tower is located, including, all amendments and assignments
thereof for recording (or evidence of their prior recordation) that memorializes grantee’s interest with respect to such
Wireless Asset naming the Borrower as the grantee, and such document shall contain the terms and conditions set forth in Part
II below; provided, however,
with respect to an Acquisition, unless otherwise available on an earlier date, the foregoing may be provided within five (5) Business
Days after the applicable Borrowing and may be electronically provided to Administrative Agent via an electronic data room;


 


(3)         evidence
that the telecommunications easement on similar document referred to in the foregoing clause 2 has been or will be submitted for
recording in the applicable real property records (e.g., a copy of the transmittal letter from the title insurer to the appropriate
recording office) together with an owner's title insurance policy and/or an irrevocable commitment to issue an owner's title insurance
policy based on a pro forma title insurance policy in favor of Borrower together with a mezzanine lender's endorsement in favor
of Collateral Agent in form and substance reasonably approved by Collateral Agent in writing;


 


(4)         a
fully executed copy of a bill of sale relating to the personal property required to own and operate such Wireless Asset and an
assignment and assumption with respect to the lease(s) and/or sublease(s) (as applicable) relating to such Wireless Asset, in
each case, naming the Borrower as the grantor or assignee (as applicable), and such document shall contain the terms and conditions
set forth in Part II below; provided, however,
with respect to an Acquisition, the foregoing shall be provided as soon as available, and in any event, within five (5)
Business Days after the applicable Borrowing and may be electronically provided to Administrative Agent via electronic data room
to the extent applicable;


 




    	 



    	 



    

  


(5)         evidence
that the assignment of Easement or similar document referred to in the foregoing paragraph (a)(i)(1) has been or will be submitted
for recording in the applicable real property records (e.g., a copy of the transmittal letter from the title insurer to the appropriate
recording office);


 


(6)         a
fully executed copy of each applicable tenant lease or sublease, together with all amendments or supplements thereof (if any);


 


(7)         a
copy of a UCC Financing Statement with respect to such Wireless Asset, naming the Collateral Agent as the secured party in form
and substance reasonably satisfactory to Collateral Agent and to be recorded (or a draft thereof if the applicable Borrowing shall
be utilized to finance the Acquisition of the Wireless Assets) as a fixture filing in the land records of the county in which the
Wireless Asset is located;


 


(8)         evidence
that the UCC Financing Statement specified in clause (7) above has been or will be submitted for recording in the applicable real
property records (e.g., a copy of the transmittal letter from the title insurer to the appropriate recording office);


 


(9)         a
fully executed copy of a payment redirection letter and notice of assignment of lease with respect to such Wireless Asset, directing
the applicable tenant lessee(s) to make all future payments under the applicable tenant lease(s) to the Borrower, and such document
shall be in substantially the form attached hereto as Exhibit 1.1(b) - A, together with evidence from the Borrower that such letter
has been sent to the applicable tenant lessee(s); provided, however,
with respect to an Acquisition, unless otherwise available on an earlier date, the foregoing may be provided within five
(5) Business Days after the applicable Borrowing and may be electronically provided to Administrative Agent via an electronic
data room;


 


(10)        if
the real estate (whether a fee interest, leasehold interest or otherwise) underlying such Wireless Asset is subject to a mortgage
or deed of trust then (x) a fully executed copy of a reasonably acceptable subordination and non-disturbance agreement(s) relating
to such Wireless Asset and (y) evidence that such subordination and nondisturbance agreement(s) referred to in the foregoing clause
(10)(x) have been or will be submitted for recording in the applicable real property records (e.g., a copy of the transmittal letter
from the title insurer to the appropriate recording office), except that such subordination and non-disturbance agreement shall
not be required if after giving effect to the acquisition of such Wireless Asset, the Borrower remains in compliance with the section
titled “Non-SNDA Properties Maximum” under “Concentration Criteria” below;


 


(11)        evidence
that all consents, approvals, authorizations and notifications required in connection with the acquisition, ownership, use and
operation of such Wireless Asset by the Borrower have been obtained or made, including consents, approvals or authorizations from
and notifications to any tenant lessee, easement holder, leaseholder, landlord, Governmental Authority or any other Person;


 




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(12)        documentation
evidencing that the tenant lessee under its related tenant lease is paying rent to the current landlord under such tenant lease
in accordance with the terms of such tenant lease, such evidence of rent payments to consist of evidence of rent payments for the
three-month period preceding the date that such Wireless Asset first became a Financed Asset (e.g. cancelled checks, bank statements,
rental reports, etc.) or rent payments for the three-month period preceding the date of the Acquisition by Borrower (e.g. cancelled
checks, bank statements, rental reports, etc.) or with respect to a newly constructed Cell Tower, evidence of rent payment for
one-month (e.g. cancelled checks, bank statements, rental reports, etc.). Notwithstanding the foregoing, in lieu of providing evidence
of rent payments as aforesaid, Borrower may provide to Administrative Agent an estoppel certificate executed by the applicable
tenant certifying that the tenant’s lease is in full force and effect and confirming the rent commencement date thereunder.


 


(13)        all
other documentation that was provided to the Borrower’s or any Servicer’s credit committee (or equivalent decision
making body) in connection with its review and approval of such Wireless Asset.


 


(ii)         In
the case of an Initial Wireless Asset only, in addition to the items described in Part I(a)(i) of this schedule, the Borrower shall
have provided or made available the following to the Administrative Agent:


 


(1)         a
fully executed copy of an assignment of Easement and assignment of leases and subleases and bill of sale with respect to such Initial
Wireless Asset naming the Borrower as the assignee;


 


(2)         evidence
that the assignment of Easement has been recorded in the real property records where such Initial Wireless Asset is located;


 


(3)         a
copy of the UCC Financing Statement referred to in Section I(a)(i)(7) above and evidence that such financing statement has been
recorded in the real property records where such Initial Wireless Asset is located; and


 


(4)         a
fully executed copy of a payment redirection letter and notice of assignment of lease with respect to such Initial Wireless Asset,
directing the applicable tenant lessee(s) to make all future payments under the applicable tenant lease(s) to the Borrower.


 


For
the avoidance of doubt, the requirements set forth under Section I(a)(i) above regarding documents naming the Borrower as the grantee,
assignee or secured party (as applicable) shall be deemed to be satisfied with respect to an Initial Wireless Asset if appropriate
documentation has been provided to the Collateral Agent (satisfactory to it in its sole and absolute discretion) evidencing the
transfer of such documents to the Borrower.


 


(iii)        As
to each Wireless Asset, the Borrower has been issued (and has provided the Administrative Agent a copy of) an Owner’s Title
Insurance Policy or an irrevocable commitment to issue an owner's title insurance policy based on a pro forma title insurance policy
in favor of Borrower, in each case (x) together with a mezzanine lender's endorsement in favor of Collateral Agent and (y) in form
and substance reasonably approved by Collateral Agent in writing.


 




    	3



    	 



    

  


(iv)        As
to each Wireless Asset, the Borrower shall have obtained with respect to the real property on which such Wireless Asset is located
(other than with respect to nonexclusive utility and access easements) (1) (A) either a Phase 1 Environmental Report or (B) a Phase
2 Environmental Report, and an environmental desk audit by an environmental engineer (which is/was prepared in a manner consistent
with the approach taken by Borrower with respect to the Initial Wireless Assets) that does not identify any material contamination
or environmental issues or recommend any further action and, (2) with respect to Wireless Assets (other than Initial Wireless Assets),
a favorable site inspection report.


 


(b)          Other
Requirements.


 


(i)          The
Borrower has (or will have after the Relevant Acquisition) good record and marketable title in fee simple to, or leasehold or easement
interests in, all real property constituting such Wireless Asset and in all the tenant leases relating thereto, free and clear
of all Liens except for Permitted Liens.


 


(ii)         All
easements and tenant leases included in such Wireless Asset are in full force and effect, and the Borrower’s interest in
such Wireless Asset complies in all respects with all material obligations under all related tenant leases. In the case of an Initial
Wireless Asset, since the earlier of the date of the Borrower’s acquisition of such Initial Wireless Asset and the date of
the acquisition of such Wireless Asset by an Affiliate of the Borrower, Borrower’s and such Affiliate’s interest in
such Initial Wireless Asset complied in all respects with all material obligations under all related tenant leases.


 


(iii)        The
Borrower’s interest in such Wireless Asset complies in all material respects with applicable Legal Requirements. In the case
of an Initial Wireless Asset, since the date of Holdings’ acquisition of such Initial Wireless Asset, Holdings’ interest
in such Initial Wireless Asset complied in all material respects with applicable Legal Requirements.


 


(iv)        No
consents, approvals, authorizations, or notifications are required in connection with the acquisition, use and operation and contemplated
use and operation of such Wireless Asset by the Borrower, including consents, approvals or authorizations from or notifications
to any tenant lessee, easement holder, leaseholder, landlord, Governmental Authority or any other Person, other than those that
have been obtained or made (and evidence of which has been provided or made available to the Administrative Agent in accordance
with item I(a)(i)(11) above).


 


(v)         Evidence
in form and substance reasonably satisfactory to Administrative Agent that the construction of the improvements located on the
Easement was in compliance with all applicable zoning and building code regulations and other applicable Legal Requirements at
the time of construction, except for any non-compliance that does not have a material adverse effect on the operation of the applicable
Wireless Asset.


 


(vi)        No
taking, condemnation or other eminent domain proceeding has been commenced or, to the Borrower’s best knowledge, is contemplated
with respect to all or any portion of the real property on which such Wireless Asset is located that would reasonably be expected
to have a material adverse effect on the tenant lessees’ rights under the applicable tenant leases.


 




    	4



    	 



    

  


(vii)       Such
Wireless Asset has adequate rights of access to public ways and is served by all utilities required for the current use thereof.


 


(viii)      Such
Wireless Asset is free of structural defects and all building systems contained therein are in good working order in all respects
subject to ordinary wear and tear, in each case, except as would not reasonably be expected to have a material adverse effect on
the landlord’s or the tenant lessee’s rights under the applicable tenant lease.


 


(ix)         On
the date of the Acquisition of such Wireless Asset, the applicable tenant lessee with respect to such Wireless Asset (x) has not
declared bankruptcy or filed for liquidation or reorganization under any bankruptcy law and (y) is not subject to a bankruptcy,
liquidation, receivership, reorganization or similar proceeding.


 


(x)          All
Mortgages that have been delivered to the Administrative Agent are in full force and effect and create a valid, enforceable and
perfected first priority lien on all of the real and personal property relating to the Wireless Assets, subject to no other Liens
other than Permitted Liens.


 


Part
II.


 


Mandatory
Terms for Wireless Assets


 


The
applicable easement and/or leasehold interest granted to and/or the tenant lease assigned to Borrower for each Wireless Asset must,
as applicable, satisfy all of the following criteria (unless otherwise noted in an Exception Notice):


 


		1.	No right by the owner of the underlying real property for such Wireless Asset (the “Grantor”)
to terminate such easement or leasehold interest prior to the scheduled expiration date (which must extend together with any automatic
renewal options for at least ten (10) years beyond the Maturity Date) other than for an event of default after reasonable notice
and cure afforded to Lender (it being understood that such notice and cure rights to the extent not contained in the underlying
lease or easement itself may be contained in the estoppel or SNDA, as applicable), except for the following Wireless Asset: CIG042-CA-Desert
Inn.



 


		2.	No consent, first refusal or first offer or similar right by Grantor over the assignment of the
easement or leasehold interest, including, the granting of a security interest therein, exists. Grantor shall not have any lien
right with respect to Borrower's personal property and removable fixtures and shall provide Borrower with the right to remove such
property at the end of the term of its easement or lease.



 


		3.	With respect to an Acquisition, the Borrower shall use commercially reasonable efforts to provide
that the maximum amount of damages the Borrower can be required to pay for breach of the representations and warranties and/or
covenants under the applicable easement or leasehold interest purchase agreement are limited to the purchase price thereof plus
any insurance settlement.



 




    	5



    	 



    

  


		4.	The easement or leasehold interest is granted directly by Grantor (as the fee owner or as a leasehold
owner) to Borrower and provides Borrower with an exclusive easement or leasehold interest for telecommunications purposes over
the entire easement area which the Grantor has so granted or leased to Borrower pursuant to the applicable easement or leasehold
interest (provided that such easement may be non-exclusive where the Grantor is a municipality), and non-exclusive utility and
access easements over the related property of the Grantor. In the event Grantor has a leasehold interest in said easement area,
then Borrower shall use commercially reasonable efforts to obtain a recognition agreement or non-disturbance agreement with the
applicable fee owner of said easement area, in each case, in form and substance reasonably satisfactory to the Administrative Agent.



 


		5.	[Reserved].



 


		6.	Except with respect to leases with governmental entities or municipalities, the Borrower shall
use commercially reasonable efforts to cause the Grantor to provide representations regarding (i) the absence of hazardous materials
on the underlying property, (ii) compliance by Grantor with applicable laws, and (iii) no notice to Grantor of any intention by
the underlying wireless tenant or cell tower company intermediary to terminate the assigned lease. In connection with Acquisitions,
the foregoing shall not be required to the extent Borrower is purchasing existing leasehold interests or easements from third-parties
and Borrower is not currently negotiating with the Grantor directly with respect to said site.



 


		7.	The Borrower shall deliver to the Administrative Agent on estoppel certificate from the Grantor
substantially in one of the forms of Exhibit 1.1(b) – B with respect to each applicable Wireless Asset, except that such estoppel
certificate shall not be required if after giving effect to the acquisition of such Wireless Asset, the Borrower remains in compliance
with the section titled “Estoppel Test” under “Concentration Criteria” below.



 


		8.	Any leases assigned to Borrower in connection with the purchase of the easement or leasehold interest
shall be made to a wireless tenant or a cell tower company intermediary for general telecommunications purposes or in connection
with non-telephony assets (to the extent that making such leases to non-telephony entities will not cause the CC- Monthly Equivalent
or TCF-Monthly Equivalent, as applicable, of Borrower from all non-telephony entities included in the calculation of Advance Rate
at any time to exceed the limitations provided for in this Schedule).



 


		9.	Except with respect to leases with governmental entities or municipalities, Grantor agrees to cooperate
in obtaining licenses, permits and authorizations.



 


		10.	The easement or leasehold interest purchase and assignment of lease agreement contains an indemnification
of Borrower by Grantor for losses relating to any Release by such Grantor of any Hazardous Materials affecting the underlying property
(provided that this requirement shall not apply to such agreement where the Grantor is a municipality). With respect to an Acquisition,
the foregoing shall not be required to the extent Borrower is purchasing existing leasehold interests or easements from third-parties
and Borrower is not currently negotiating with the Grantor directly with respect to said site.



 




    	6



    	 



    

  


		11.	Except with respect to leases with governmental entities or municipalities, the underlying wireless
tenant or cell tower company intermediary is required, and Borrower uses commercially reasonable efforts to have Grantor agree
to be required, to maintain a commercially reasonable amount of insurance including without limitation general liability insurance
(with customary deductibles) covering the underlying property. With respect to an Acquisition, the foregoing shall not be required
to the extent Borrower is purchasing existing leasehold interests or easements from third-parties and Borrower is not currently
negotiating with the Grantor directly with respect to said site.



 


		12.	If Holdings has any insurance covering the underlying property, the Borrower shall be named as
an additional insured under such insurance policies.



 


Concentration
Criteria


 


In
addition to the foregoing criteria, to the extent that any of the Eligible Assets fail to comply with the following Concentration
Criteria, the Administration Agent shall have the right in its sole and absolute discretion to exclude from the calculation of
the Advance Rate any Wireless Assets that fall outside of the below noted limitations. For the avoidance of doubt, if any of the
limitations specified in the below Concentration Criteria are exceeded (such a condition an “Excess
Concentration”), then the Administrative Agent shall have the sole and absolute discretion to identify and exclude
any Wireless Assets from the calculation of Advance Rate to the extent needed to remove any such assets constituting part of such
Excess Concentration from the calculation of Advance Rate.


 


	Concentration Category	 	Concentration Criteria
	 	 	 
	Minimum Exposures	 	 
	 	 	 
	Broadband Tenants	 	For each calendar month, at least 90% of the aggregate CC-Monthly Equivalent of the Borrower must be from Tenant Leases pertaining solely to telephony or wireless cell phone services (“Broadband Tenants”).
	 	 	 
	Big 4 Carriers	 	For
    each calendar month, at least 40% of the aggregate CC-Monthly Equivalent of the Borrower must relate to Tenant Leases with
    Verizon, AT&T, Sprint and/or T-Mobile (the “Big 4 Carriers”).


 




    	7



    	 



    

  


	Concentration Category	 	Concentration Criteria
	 	 	 
	Multiple Broadband Tenants	 	For each calendar month, at least 35% of the aggregate TCF-Monthly Equivalent of the Borrower must relate to Tenant Leases on Cell Tower sites that have multiple Broadband Tenants on such towers.
	 	 	 
	Tenant Exposures	 	 
	 	 	 
	Individual Tenant Lessees	 	
        The
        CC-Monthly Equivalent of the Borrower shall not exceed the following Tenant Lessee limitations:

         

        (a)      With
        respect to any individual Big 4 Carrier (other than AT&T), 60%;

         

        (b)      With
        respect to AT&T, 70%; and

         

        (c)      With
        respect to any of NTELOS, Leap and US Cellular (each individually), 10%.

	 	 	 
	Utilities & Government Tenants Maximum	 	No more than ten percent (10%) of the aggregate CC-Monthly Equivalent of the Borrower may be attributable to Tenant Lessees that are governmental entities and/or utilities.
	 	 	 
	iDEN Maximum	 	No more than five percent (5%) of the aggregate CC-Monthly Equivalent of the Borrower may be attributable to Tenant Leases for which such tenant is using antennas or other equipment based on iDen technology.
	 	 	 
	Shorter Term Easements Maximum	 	No more than ten percent (10%) of the aggregate TCF-Monthly Equivalent of the Borrower may be attributable to Tenant Leases that relate to Cell Tower sites where the underlying Easement has a remaining term of less than twenty (20) years.


 




    	8



    	 



    

  


	Concentration Category	 	Concentration Criteria
	 	 	 
	Non-SNDA Properties Maximum	 	No
    more than fifteen percent (15%) of the aggregate TCF-Monthly Equivalent of the Borrower may relate to non-SNDA Properties.
    For purposes of this limitation, an “SNDA Property” means an Easement that does not permit Grantor to encumber
    such property via a mortgage, lease or otherwise unless the Borrower has the benefit of a customary subordination and non-disturbance
    agreement that allows the Borrower to retain possession and use of the subject real property and the Cell Tower located thereon
    pursuant to the terms of the Easement so long as no event of default exists under the Easement which has not been timely cured,
    but a subordination and nondisturbance agreement shall only be required to the extent the Easement is not senior in priority
    to said mortgage, lease or otherwise.
	 	 	 
	Estoppel Test	 	No
    more than fifteen percent (15%) of the aggregate TCF-Monthly Equivalent of the Borrower may relate to Non-Estoppel Properties.
    For purposes of this limitation, a “Non-Estoppel Property” means any property (X) that has been owned by
    the Borrower and included in the Advance Rate for more than forty five (45) days and (Y) for which the Borrower has not delivered
    to the Collateral Agent an estoppel certificate satisfying the criteria set out in clauses (i) through (vii) of Section 5.18(d)
    within forty five (45) days after the Funding Date with respect to each Funding Date Mortgaged Property and forty five (45)
    days after the acquisition of each additional property, as applicable. For the avoidance of doubt, the Borrower shall continue
    to use its commercially reasonable efforts to obtain an estoppel certificate satisfying the criteria set out in clauses (i)
    through (vii) of Section 5.18(d) for each property for so long as it owns such property to the extent it has not previously
    received such an estoppel certificate.


 




    	9



    	 



    

  


Exhibit
1.1(b) – A


 


Form
of Tenant Redirection Letter


 


See
attached.


 




    	10



    	 



    

  


[Exhibit
1.1(b)-A]


CIG
Comp Tower, LLC


 


Re:         [_____________]
(the "Lease")


 


Dear
Tenant:


 


This
letter is to serve as the official notification required in the Lease of the transfer of the Lease from [Name of Seller] to us,
CIG Comp Tower, LLC, a Delaware limited liability company. Unless otherwise provided for in your Lease, your rental payment is
due and payable on the first of each month. Under the Lease we may change the address for rental payments, which such address is
subject to change as may be directed by CIG Comp Tower, LLC or such lender as may have a security interest in the above-identified
site. Please forward your rental payments to:


 


CIG
Comp Tower, LLC


PO
Box 935515


Atlanta,
GA 31193-5515


 


If
you wish to provide your remitters with the payment address for overnight deliveries
via courier use the address below. Please inform your remitters that use of this
address for payments mailed via the U.S. Postal Service will result in delays. This address is to be used for overnight deliveries
only.


 


Wells
Fargo Lockbox Services 


CIG
Comp Tower, LLC Lockbox #935515 


3585
Atlanta Avenue 


Hapeville,
GA 30354


 


	The
    address for notice purposes

    under the Lease is as follows:	With mandatory copy to:
	 	 
	CIG
    Comp Tower, LLC	CIG
    Comp Tower, LLC
	5
    Concourse Parkway	5
    Concourse Parkway
	Suite
    3150	Suite
    3150
	Atlanta,
    GA 30328	Atlanta,
    GA 30328
	Phone:
    (678) 332-5000	Phone:
    (678) 332-5000
	Attn:
    CEO	Attn:
    Legal Department


 




    	 



    	 



    

  


[Exhibit
1.1(b)-A]


CIG
Comp Tower, LLC


 


In
connection with this transfer, please provide us with a new Certificate of Insurance in accordance with the insurance requirements
set forth in the Lease naming CIG Comp Tower, LLC, as an additional insured.


 


Enclosed
please find a W-9 for CIG Comp Tower, LLC,
along with a copy of the Assignment and Assumption of Tenant Leases, which transferred your Lease to CIG Comp Tower, LLC.


 


Please
do not hesitate to contact us at [678.332.5000] if you have any questions.


 


Sincerely,


 


Beth
Jones


 




    	 



    	 



    

  


Exhibit
1.1(b) – B


 


Form
of Ground Lessor Estoppel Letter


 


See
attached.


 




    	11



    	 



    

  


Exhibit
1.1 (b)-B


 


__________________,
2012


 


Dein
Properties, LP 


Attn:
Mr. Deinarowicz 


P.
O. Box 431 


Stroudsburg,
PA 18360


 


		Re:	Option
                                         and Lease Agreement (as amended and assigned from time to time, collectively, the “Ground
                                         Lease”) dated January 10, 2006 by and between Dein Properties, LP (“Landlord”)
                                         and CIG Comp Tower, LLC (“Tenant”), successor in interest to Communications
                                         Infrastructure Group, LLC, successor in interest to Horvath Towers, LLC, successor in
                                         interest to Horvath Communications IV,
                                         LLC, successor in interest to Horvath Communications
                                         II,
                                         LLC, with respect to that certain real property
                                         located at 380 Chestnut Street, East Stroudsburg, PA (“Property”): CIG006
                                         - PA – Stroudsburg



 


Dear
Mr. Deinarowicz:


 


The
Ground Lease and Tenant's interest in the Property and all rights and proceeds relating thereto are collectively referred to as
the “Leasehold Estate”. Landlord understands that Macquarie
Bank Limited, as administrative agent, on behalf of itself and one or more
other lenders (collectively, including their successors and assigns, “Lender”) proposes to make a loan (the
“Loan”) to Tenant secured by a lien on and security interest in all of a Tenant's assets and personal property
located on the Property, including, but not limited to, all accounts receivable, inventory, goods, machinery, and equipment owned
by Tenant (collectively, the “Personal Property”) and a leasehold mortgage on and assignment of the Leasehold
Estate of Tenant under the Ground Lease as collateral security for the repayment of the Loan. The Lender is requiring as a condition
precedent to making the Loan that the Landlord provide this letter for the benefit of Tenant and Lender, each of whom will be
relying on this letter in connection with the Loan. In connection with the foregoing, Landlord does hereby certify to Tenant,
Chciago Title Insurance Company and the Lender effective as of the date written above as follows:


 


1.          Attached
as Exhibit “A” is a list of the amendments, modifications and assigments of the Ground Lease. The Ground Lease
constitutes the entire agreement between you and Tenant with respect to the subject matter thereof and a true and complete copy
of the Ground Lease and any amendment thereto is attached hereto as Exhibit “B”. Landlord is the present lessor
under the Ground Lease and is the owner of the Property (as the same is described in the Ground Lease). Tenant is the present
lessee under the
Ground Lease and to Landlord's knowledge
is the
owner of the cell tower and related equipment
and Personal Property located on the Property other than equipment and personal property owned by Tenant’s subtenants.


 


2.          The
Ground Lease commenced on September 25, 2006, and the expiration date of the current term of the Ground Lease is September 24,
2016. Tenant has option(s) to extend the term of the Ground Lease for Four (4) successive terms of five (5) years. The Ground Lease
is valid and in full force and effect and constitutes the complete agreement between Landlord and Tenant, enforceable in accordance
with its terms. The Ground Lease is fully assignable by Tenant and Tenant may enter into subleases, in each case with Landlord's
prior written consent,


 




    	 



    	 



    

 


 


3.          The
current monthly rent under the Lease is $608.33 plus monthly revenue sharing in the amount of $486.67. As of the date of the execution
of this certificate by Landlord, all rent and other charges due and payable under the Ground Lease are current.


 


4.          Neither
Landlord nor Tenant is in default under the Ground Lease and there is no event which, solely with the giving of notice and/or the
passage of time, would constitute such a default.


 


5.          Landlord
has no claim or defense of any nature whatsoever against Tenant with respect to the Tenant’s rights under the Ground Lease,
and there is no event which, with the giving of notice and/or the passage of time, would constitute the basis of such a claim or
defense.


 


6.          By
executing this letter, Landlord has been made aware that Tenant will be entering into a financing arrangement with Lender, and
Lender will be, together with its successors and assigns, intended third party beneficiaries hereof.


 


7.          Landlord
hereby covenants and agrees that Landlord shall deliver to Lender at the address set forth below (or such other address as may
be designated by Lender) written notice of any default by Tenant under the Ground Lease simultaneously with sending such notice
to Tenant.


 


When
sending notices to Lender, send to:


 


Macquarie Bank Limited


ABN
(if applicable): 46 008 583 542 


LI7
1 Martin Place 


Sydney
NSW Australia 2000


 


c/o
Macquarie Bank Limited – Representative Office


125
West 55th Street


New
York, NY 10019


Attn:
Benjamin Wu / David Prince


Phone:
(212) 231 -1345 / (212) 231-6175


Fax:
212-231-1870


Email:
benjamin.wu@macquarie.com / david.prince@macquarie.com


 


8.          Landlord
hereby covenants and agrees that before Landlord may terminate Tenant’s interest in the Ground Lease, Lender shall have the
right, but not the obligation, to cure any default by Tenant under the Ground Lease and Lender shall be afforded a reasonable period
as may be required to cure such default.


 


9.          Landlord
has not assigned, mortgaged or granted to any party any interest in Landlord’s interest in the Ground Lease or the Property,
except as follows: Commercial Real Estate Open-End Mortgage from Dein Properties, LP to Penn Security Bank & Trust Company,
dated January 17, 2012.


 


10.         Landlord
has the full power and authority to execute this estoppel letter agreement.


 




    	 



    	 



    

  


We
would appreciate you reviewing and signing this estoppel letter agreement at your earliest possible convenience. If you have any
questions or comments, please do not hesitate to contact Yvette Fallone-Tietje at 678-528-4446 or Cheryle Bettis at 770-951-6791.


 


Sincerely,


 


CIG
COMP TOWER, LLC,


a
Delaware limited liability company


 


	By:	Specialty Towers Management 	 
	 	Manager	 
	 	 	 	 
	 	By:	 	 (Seal)
	 	Paul McGinn, Chief Executive Officer	 


 


ACKNOWLEDGED
AND CONFIRMED:


DEIN
PROPERTIES, LP


 


By:
DEIN MANAGEMENT COMPANY, LLC 


Its:
General Partner


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 




    	 



    	 



    

  


Exhibit
“A”


Ground
Lease Amendments/Assignments


 


Assignment
Agreement dated January 29, 2007 by and between Horvath Communications II,
LLC, Assignor, and Horvath Communications IV, LLC, Assignee.


 


Assignment
Agreement dated May 18, 2007 by and between Horvath Communications IV, LLC, Assignor, and Horvath Towers, LLC, Assignee.


 


Assignment
and Assumption of Real Property Lease dated August 17, 2009, by and between Horvath Towers, LLC, Assignor, and Communications Infrastructure
Group, LLC, Assignee.


 


Assignment
and Assumption of Real Property Lease dated June 30, 2012, by and between Communications Infrastructure Group, LLC, Assignor, and
CIG Comp Tower, LLC, as Assignee.


 




    	 



    	 



    




 


Exhibit
“B”





Ground
Lease


 


[Attached]


 




    	 



    	 



    

  


__________________, 2014


 


__________________________


__________________________


__________________________


 


		Re:	[Communications Site Lease Agreement] (as amended and assigned from time to time, collectively,
the “Ground Lease”) dated ___________ by and between _____________ (“Landlord”)
and ___________ (_______. and its successors and assigns being referred to herein as the “Tenant”)
with respect to that certain real property located at ________________, __________________ County, ______________ - CIG00 ______ – ___
(“Property”)



 


Dear
Landlord:


 


The
Ground Lease and Tenant's interest in the Property and all rights and proceeds relating thereto are collectively referred to as
the “Leasehold Estate”.
Tenant is currently under contract to transfer and assign the Ground Lease to CIG Towers, LLC (CIG Towers, LLC and its successors
and assigns being referred to herein as “CIG”) pursuant to that certain Purchase Agreement having an effective
date of ___________, as the same may be assigned, amended or modified from time to time. Landlord understands that CIG or a CIG
Affiliate (as hereinafter defined) may from time to time grant to a lender, or agent on behalf of itself and one or more other
lenders (any lender, including their successors and assigns, hereafter collectively referred to as “Lender”)
a lien on and security interest in all assets and personal property located on the Property, including, but not limited to, all
accounts receivable, inventory, goods, machinery, and equipment owned by CIG or CIG Affiliate (collectively, the “Personal Property”) as collateral security for the repayment of any indebtedness to Lender (each a “Loan”),
and CIG or CIG Affiliate may also grant a leasehold mortgage on and assignment of the Leasehold Estate under the Ground Lease
as collateral security for the repayment of the Loan. The Lender is requiring as a condition precedent to making the Loan that
the Landlord provide this letter for the benefit of Tenant, CIG, CIG Affiliate and Lender, each of whom will be relying on this
letter in connection with the Loan and acquisition. As used herein, a “CIG Affiliate” is any person or entity which,
directly or indirectly, controls, or is controlled by, or is under common control with CIG Wireless, Corp. In connection with
the foregoing, Landlord does hereby certify to Tenant, CIG, CIG Affiliate, {insert name of title company} and the Lender effective
as of the date written above as follows:


 


1.          Attached
as Exhibit “A” is
a list of the amendments, modifications and assignments of the Ground Lease. The Ground Lease constitutes the entire agreement
between you and Tenant with respect to the subject matter thereof and a true and complete copy of the Ground Lease and any amendment
thereto is attached hereto as Exhibit “B”.
Landlord is the present lessor under the Ground Lease and is the owner of the Property (as the same is described in the
Ground Lease). Tenant is the present lessee under the Ground Lease and to Landlord's knowledge is the owner of the cell tower
and related equipment and Personal Property located on the Property other than equipment and personal property owned by Tenant’s
subtenants.


 




    	 



    	 



    

  


2.          The
Ground Lease commenced on __________, and the expiration date of the current term of the Ground Lease is ____________. Tenant
has option(s) to extend the term of the Ground Lease for ____ (___) successive terms of ____ (__) years.


 


3.          The
Ground Lease is valid and in full forceand effect and constitutes the complete agreement between Landlord and Tenant, enforceable
in accordance with its terms. [The Ground Lease is fully assignable by Tenant, and Tenant may enter into subleases, in each case
without Landlord's consent. —DELETE IF NOT APPLICABLE]


 


4.          The
current [monthly/annual] rent under the Ground Lease is $_________. As of the date of the execution of this certificate by Landlord,
all rent and other charges due and payable under the Ground Lease are current and the next [monthly/annual payment] of rent is
due __________.


 


5.          Neither
Landlord nor Tenant is in default under the Ground Lease and there is no event which, solely with the giving of notice and/or the
passage of time, would constitute such a default.


 


6.          Landlord
has no claim or defense of any nature whatsoever against Tenant with respect to the Tenant’s rights under the Ground Lease,
and there is no event which, with the giving of notice and/or the passage of time, would constitute the basis of such a claim or
defense.


 


7.          By
executing this letter, Landlord has been made aware that CIG or a CIG Affiliate will be entering into a financing arrangement with
Lender, and Lender and CIG or any CIG Affiliate which becomes the “tenant” under the Ground Lease, will be, together
with their successors and assigns, intended third party beneficiaries hereof.


 


8.          Landlord
hereby covenants and agrees that Landlord shall deliver to Lender at the address provided by Tenant (or such other address as may
be designated by Lender) written notice of any default by Tenant under the Ground Lease simultaneously with sending such notice
to Tenant.


 


9.          Landlord
hereby covenants and agrees that before Landlord may terminate Tenant’s interest in the Ground Lease, Lender shall have the
right, but not the obligation, to cure any default by Tenant under the Ground Lease and Lender shall be afforded a reasonable period
as may be required to cure such default.


 


10.         Landlord
has not assigned, mortgaged or granted to any party any interest in Landlord’s interest in the Ground Lease or the Property,
except as follows: ________________________________________ ________________________________________________________________________________________________
(insert "None" or list exceptions, as applicable).


 


11.         Landlord
has the full power and authority to execute this estoppel letter agreement. [add consent for transfer if necessary]


 


[Signature
on Following Page]


 




    	 



    	 



    

  


We
would appreciate you reviewing and signing this estoppel letter agreement at your earliest possible convenience. If you have any
questions or comments, please do not hesitate to contact Yvette Fallone-Tietje at 678-528-4446 or Cheryle Bettis at 770-951-6791.


 


	Sincerely,	 
	 	 
	 	 


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 




    	 



    	 



    

  


ACKNOWLEDGED
AND CONFIRMED:


 


	 	 (Seal)


 




    	 



    	 



    

  


Exhibit
“A”


Ground
Lease Amendments/Assignments


 


None.


 




    	 



    	 



    

  


Exhibit
“B”


Ground
Lease


 


[Attached]


 




    	 



    	 



    

  


EXHIBIT
B


 


Specified
Assets


 


CIG0095TX_
Lagarto