Site Lease Agreement

SITE LEASE AGREEMENT

This Site Lease Agreement (this "Agreement") is made as of by and between Lessor Name: with principal address: ("Lessor"), and Lessee Name: with principal address: ("Lessee"). Lessor and Lessee are sometimes referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Lessor is the owner or authorized lessee of certain real property suitable for hosting communication, utility, or other equipment, commonly referred to as the Site; and

WHEREAS, Lessee desires to lease from Lessor a defined portion of the Site for the purpose of installing, operating and maintaining equipment described below, and Lessor is willing to lease the Site to Lessee on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend that Lessee's use of the Site shall be non-exclusive except as expressly provided, and that the Parties' rights and obligations with respect to the Site shall be governed solely by this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. LEASED SITE

1.1 Premises. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, a non-exclusive portion of land and the right to use certain space at the Site described as follows (the "Premises"):

1.2 Use. Lessee shall use the Premises solely for the installation, operation, maintenance and removal of equipment and related facilities described in Exhibit A and for no other purpose without Lessor's prior written consent. Lessee shall comply with all applicable laws, ordinances and regulations in its use of the Premises.

2. TERM

2.1 Lease Term. The term of this Agreement shall commence on (the "Commencement Date") and shall expire on unless earlier terminated in accordance with this Agreement.

2.2 Option to Renew. Lessee may have an option to renew the term as set forth in a separate written addendum executed by both Parties. Any exercise of an option must be in writing in accordance with Section 17 (Notices).

3. RENT AND PAYMENTS

3.1 Rent. Lessee shall pay to Lessor base rent in the amount of $ per payable in advance on or before the day of each period to the address designated by Lessor.

3.2 Additional Charges. Lessee shall also be responsible for any late charges, interest on overdue payments at a rate of per annum, and other sums that are expressly required to be paid by Lessee under this Agreement.

3.3 Security Deposit. If required by Lessor, Lessee shall deposit with Lessor the sum of $ as security for performance of Lessee's obligations hereunder.

4. TAXES, ASSESSMENTS AND UTILITIES

4.1 Taxes and Assessments. Lessee shall pay, prior to delinquency, any real property taxes, assessments, fees or charges levied specifically against Lessee's equipment or against the Premises to the extent required by applicable law or as otherwise agreed in writing. Unless otherwise provided, Lessor shall remain responsible for any property taxes assessed against the real property itself.

4.2 Utilities. Lessee shall be responsible for obtaining and paying for all utility services necessary for Lessee's use of the Premises, including but not limited to electricity, communications, and fuel, and shall timely pay all charges for such services.

5. MAINTENANCE, REPAIRS AND ACCESS

5.1 Maintenance and Repairs. Lessee shall, at its sole cost and expense, maintain its equipment and any improvements installed on the Premises in good order and condition, reasonable wear and tear excepted. Lessor shall maintain the structural integrity of the underlying land and any areas expressly retained by Lessor.

5.2 Access. Lessor grants Lessee and Lessee's agents reasonable access to the Premises at all times for the purpose of installing, inspecting, maintaining and removing Lessee's equipment, provided that Lessee gives Lessor reasonable notice except in emergency situations. Lessor may access the Site at reasonable times for inspection or to perform Lessor's obligations under this Agreement, provided such access does not unreasonably interfere with Lessee's operations.

6. INSURANCE

6.1 Insurance Requirements. During the term of this Agreement Lessee shall, at its expense, procure and maintain commercial general liability insurance, including contractual liability, with limits of not less than $ per occurrence, and property insurance insuring Lessee's equipment. Such policies shall name Lessor as an additional insured as reasonably required by Lessor.

6.2 Evidence of Insurance. Lessee shall, upon request, deliver certificates of insurance and copies of policies to Lessor evidencing the required coverages and endorsements and providing for thirty (30) days' prior written notice to Lessor of cancellation or material modification.

7. INDEMNIFICATION

7.1 Indemnity by Lessee. Lessee shall indemnify, defend and hold harmless Lessor, its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Lessee's use of the Premises, Lessee's equipment, or the breach of Lessee's obligations under this Agreement, except to the extent caused by Lessor's gross negligence or willful misconduct.

8. ENVIRONMENTAL MATTERS

8.1 Compliance. Lessee shall comply with all Environmental Laws in connection with its activities at the Premises and shall not store, handle or dispose of Hazardous Materials except as expressly permitted by applicable law and Lessor's written consent. For purposes of this Agreement, "Environmental Laws" means any federal, state or local law, regulation, or ordinance concerning the environment, and "Hazardous Materials" means any substance whose presence, exposure, release, handling or disposal is regulated by Environmental Laws.

8.2 Indemnity for Environmental Claims. Lessee shall indemnify and hold Lessor harmless from any claims, costs, liabilities or expenses arising from Lessee's violation of Environmental Laws or Lessee's release of Hazardous Materials at the Premises, except to the extent caused by Lessor's gross negligence or willful misconduct.

9. ASSIGNMENT AND SUBLETTING

9.1 Assignment. Lessee shall not assign this Agreement or any interest herein without the prior written consent of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed for assignments to an affiliate or to a purchaser of substantially all of Lessee's assets related to the Site. Any permitted assignee shall assume Lessee's obligations hereunder in writing.

9.2 Subletting. Lessee shall not sublet all or any part of the Premises without Lessor's prior written consent, which shall not be unreasonably withheld.

10. DEFAULT AND REMEDIES

10.1 Events of Default. Each of the following shall constitute an event of default: (a) Lessee's failure to pay rent or other sums due hereunder and such failure continues for ten (10) days after written notice; (b) Lessee's material breach of any covenant, representation or warranty and such breach is not cured within thirty (30) days after written notice; (c) Lessee's assignment for the benefit of creditors, insolvency or bankruptcy filing.

10.2 Remedies. Upon the occurrence of an event of default, Lessor may pursue any remedies available at law or in equity, including termination of this Agreement, recovery of unpaid rent and damages, and specific performance. No remedy shall be deemed exclusive.

11. SURRENDER; REMOVAL OF EQUIPMENT

11.1 Surrender. Upon expiration or termination of this Agreement, Lessee shall remove its equipment and restore the Premises in accordance with Lessee's obligations set forth herein, reasonable wear and tear excepted. Any equipment not removed within days after termination may be treated as abandoned by Lessor.

12. NOTICES

12.1 Method. All notices, consents, approvals and other communications required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below (or to such other address as either Party designates by written notice).

13. MISCELLANEOUS PROVISIONS

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state where the Premises are located without regard to conflict of laws principles.

13.2 Entire Agreement. This Agreement, together with any exhibits or addenda executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral.

13.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable under applicable law, such provision shall be stricken and the remaining provisions shall remain in full force and effect.

13.4 Amendments; Waiver. No amendment to this Agreement shall be effective unless in writing signed by both Parties. No waiver of any provision shall constitute a waiver of any other provision or of the same provision at another time.

13.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

13.6 Further Assurances. Each Party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.

14. AUTHORITY

Each person executing this Agreement on behalf of a Party represents and warrants that he or she has full power and authority to execute and deliver this Agreement and to bind that Party to the terms hereof.

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