Sprint Collocation Space. (a) Lessor, Sprint Collocator and Lessee expressly acknowledge that, at all times during the Term as to each Master Lease Site, the Sprint Collocation Space of each Master Lease Site will be deemed to be leased, subleased or otherwise made available by Lessor to Lessee, and subleased back or otherwise made available to Sprint Collocator, pursuant to this Agreement, and the Sprint Collocation Space at each Pre-Lease Site will be deemed reserved for or otherwise be made available to Sprint Collocator pursuant to this Agreement, in each case for the exclusive possession and use by Sprint Collocator and its Affiliates and permitted transferees, whether or not such Sprint Collocation Space is now or hereafter occupied. As a part of the Sprint Collocation Space of each Site, Lessee also grants to Sprint Collocator as to each Master Lease Site, and Sprint Collocator reserves and shall at times retain (for the benefit of Sprint Collocator or any of its Affiliates and except to the extent limited by any restrictions contained in any applicable Ground Lease, the Permitted Encumbrances or by Law): (i) a non-exclusive right and easement (over the surface of the Site), but subject to the terms of this Agreement, the Ground Leases, the rights of Tower Subtenants, any other agreements affecting the Site existing prior to the Effective Date (not entered into by Lessee or its Affiliates) and such commercially reasonable rules and regulations as Lessee may from time to time propagate (such rules and regulations to be applied uniformly by Lessee between Sprint Collocator and Tower Subtenants) and applicable Laws, for ingress to and egress from the entire Site, and access to the entire Tower and all Improvements to such Site and Tower, at such times (on a 24-hour, seven (7) day per week basis unless otherwise limited by the Ground Lease), to such extent, and in such means and manners (on foot or by motor vehicle, including trucks and other heavy equipment), as Sprint Collocator deems reasonably necessary in connection with its full use and enjoyment of the Sprint Collocation Space, including, without limitation, a right to construct, install, use, operate, maintain, repair and replace its Communications Equipment on the applicable Sprint Collocation Space; and (ii) the right, exercisable only during periods during which Sprint Collocator is actively performing work at a Site (and subject to the terms of the applicable Ground Lease and applicable Laws), to use any unoccupied portion of the ground space at the applicable Site for purposes of temporary location and storage (but only during the period of the performance of such work at such Site) of any of its Communications Equipment and for performing any repairs or replacements (provided that such use and occupancy of any unoccupied portion of a Site will not materially adversely affect the use and occupancy by, or interfere with the operations of, a Tower Subtenant or Lessee of the Site, and, provided further that Sprint Collocator will be required to remove any of its stored Communications Equipment on any unoccupied portion of the Site upon fifteen (15) days prior written notice from Lessee if such unoccupied portion of the Site is under sublease or other occupancy arrangement with a Tower Subtenant that is prepared to take occupancy of such portion of the Site or is otherwise required for use by Lessee for work or storage at such Site); and (iii) a non-exclusive right and easement for the use, operation, maintenance, repair and replacement of all utility lines, Equipment and appurtenances now existing and located on the Site and providing electrical and any other utility service to Sprint's Communications Facility on the Site, which right and easement includes the right of Sprint Collocator and its agents, employees and contractors to enter upon the Site to repair, maintain and replace such utility facilities. (b) Notwithstanding the foregoing provisions of this Section 6, except in the event of an Emergency, Sprint Collocator shall give Lessee at least ten (10) days prior written notice of its intention to undertake any activity that involves having Sprint Collocator or its contractors, subcontractors, engineers, agents, advisors, consultants, representatives, or other Persons authorized by Sprint Collocator to (i) climb the Tower at any Site (and in the event of an Emergency Sprint Collocator will provide such notice of having climbed the Tower promptly after performed such act), (ii) perform construction or maintenance activities that might reasonably be expected to temporarily or permanently affect access or use of a Site or (iii) involves the use of heavy equipment. No representation is made by Lessee with respect to whether any Sites are accessible by trucks or other heavy equipment or are currently capable of being utilized by same, and Lessee shall have no obligation to Sprint Collocator to build access roads that are accessible by trucks or other heavy equipment or to prepare the Site to be utilized by same; provided, however, that Lessor will be required to maintain in such order and repair as would be required under industry standards such access roads existing as of the Effective Date and agrees not to take any action (except as required by Law, a Governmental Authority, the applicable Ground Lease existing prior to the Effective Date, any Collocation Agreement existing prior to the Effective Date or other agreement affecting the Site existing prior to the Effective Date (and not entered into by Lessee or its Affiliates)) that would materially diminish or impair any means of access to any Site existing as of the Effective Date. The Sprint Collocation Space at each Site, on the Land constituting a portion of such Site, shall include an additional unobstructed buffer area three (3) feet in width along and around the perimeter of all portions of Sprint's Improvements located on such Land (collectively, the "SPRINT BUFFER ZONE"); provided, however, that Sprint Collocator acknowledges and agrees that (i) with respect Sprint's Improvements located on the Land at any Site on the Effective Date, the Sprint Buffer Zone is hereby established only to the extent it exists on any Site as of the Effective Date, (ii) with respect to the portions of Sprint's Improvements consisting of cable runs, the Sprint Buffer Zone need not necessarily include an area three (3) feet in width around the perimeter thereof so long as Sprint Collocator has reasonable access to such portions of Sprint's Improvements for the purposes of maintenance, repair and replacement thereof. If the Sprint Buffer Zone (coupled with applicable zoning, setback or other Laws or terms in the applicable Ground Lease or agreements with other Tower Subtenants) effectively limits Lessee's ability to lease, license or otherwise allow space at a Site to be used by a prospective Tower Subtenant in a commercially reasonable manner, then the Lessee may, by written notice to Sprint Collocator, request Sprint Collocator to reduce the size of the Sprint Buffer Zone to accommodate the reasonable requirements of such prospective Tower Subtenant. Each such request shall be accompanied by reasonable information that will enable Sprint Collocator to determine the nature and location of the requested reduction and the extent of the proposed encroachment into the Sprint Buffer Zone, and Sprint Collocator agrees to not unreasonably withhold, condition or delay its consent to any such request. If Sprint Collocator consents to such a reduction in the Sprint Buffer Zone, then such reduction shall be effective only during the period during which the permitted encroachment into the Sprint Buffer Zone exists, and at such time as the Improvements or Equipment at the applicable Site that encroach upon the Sprint Buffer Zone and are the subject of the permitted reduction are permanently removed, the Sprint Buffer Zone shall be reinstated to the extent it existed prior to the time of the permitted reduction. In addition, if at any time Sprint Collocator has ceased use of any portion of the Sprint Collocation Space on the Tower that contained Communications Equipment located outside the Sprint Tower Envelope on the Effective Date, then Lessee may, by written notice to Sprint Collocator, request Sprint Collocator to permit Lessee to use such unused portion of the Sprint Collocation Space to accommodate the reasonable requirements of such prospective Tower Subtenant, and Sprint Collocator agrees to not unreasonably withhold, condition or delay its consent to any such request. (c) Notwithstanding anything in this Agreement to the contrary, (i) Lessor, Lessee and Sprint acknowledge and agree that certain Sites as identified on Exhibit A, are either being leased, subleased or otherwise made available by Lessor to Lessee or being operated by Lessee pursuant to this Agreement but are not subject to the sublease to or reservation by Sprint Collocator of any Sprint Collocation Space (such Sites, along with any Site where Sprint Collocator exercises its Withdrawal Rights from and after the Withdrawal Date for such Site, the "NON-COLLOCATION SITES"), and the duties and obligations of Sprint Collocator in this Agreement regarding Sprint Collocation Space shall not be applicable to the Non-Collocation Sites and (ii) Lessee shall have no duties to Lessor or Sprint with respect to such Non-Collocation Sites pursuant to Sections 6 and 25. On the Effective Date, the number of Sites either subleased back or otherwise made available to Sprint Collocator is 3,373. (d) Sprint Collocator will, at all times during the Term as to any Site, at Sprint Collocator's sole cost and expense, keep and maintain Sprint's Communications Equipment and Sprint's Improvements in a structurally safe and sound condition and in working order. (e) Without limiting any of Lessee's rights or obligations under this Agreement, Lessee acknowledges and agrees that Lessee will not engage, nor will it permit any Tower Subtenant to engage, in any conduct or activity that might reasonably be expected to interfere (excluding electrical interference which will be governed by Section 15) with Sprint Collocator's peaceful and quiet enjoyment of the Sprint Collocation Space or the use and operation of Sprint Collocator of Sprint's Communications Equipment at such Site. Notwithstanding anything to the contrary herein, in no event shall Lessee be required to enforce any rights against or resolve any disputes with a Tower Subtenant who at the time of such enforcement action or dispute is an Affiliate of Sprint. (f) Without limiting the rights or obligations of Sprint Collocator under this Agreement, Sprint Collocator acknowledges and agrees that it will not engage, nor permit its Affiliates to engage, in any conduct or activity that might reasonably be expected to interfere (excluding electrical interference which will be governed by Section 15) with Lessee's or any Tower Subtenant's peaceful and quiet enjoyment of its space on any Tower or the use and operation of Communications Equipment by any Tower Subtenant. (g) Sprint Collocator agrees to indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims, paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection with the activities of Sprint Collocator or any of its Affiliates in connection with any work at any applicable Site performed at by or at the direction of Sprint Collocator or its Affiliates (but not including any work at any Site that Lessee is required to perform pursuant to this Agreement). Sprint Collocator shall restore any property damage to any Site or appurtenant property or any access roads thereto in connection with any such work caused by motor vehicles, trucks or heavy equipment of Sprint Collocator, any of its employees, agents, contractors or designees. If such restoration work is not performed by Sprint Collocator within fifteen (15) days after written notice from Lessee (or if not capable of being performed within such fifteen (15) day period, then within a reasonable period of time provided that Sprint Collocator is actively and diligently pursuing completion of such restoration work), Lessee may, but shall not be obligated to perform such work on behalf of an for the account of Sprint Collocator, and Sprint Collocator shall reimburse Lessee for the costs of such restoration work within fifteen (15) days after demand thereof, together with reasonable evidence of the incurrence of such costs. (h) Lessee agrees to and does hereby waive and relinquish any lien of any kind and any and all rights, including levy, execution and sale for unpaid rents, that Lessee may have or obtain on or with respect to any of Sprint's Communications Equipment.
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Sprint Collocation Space. (a) Lessor, Sprint Collocator and Lessee expressly acknowledge that, at all times during the Term as to each Master Lease Site, the Sprint Collocation Space of each Master Lease Site will be deemed to be leased, subleased or otherwise made available by Lessor to Lessee, and subleased back or otherwise made available to Sprint Collocator, pursuant to this Agreement, and the Sprint Collocation Space at each Pre-Lease Site will be deemed reserved for or otherwise be made available to Sprint Collocator pursuant to this Agreement, in each case for the exclusive possession and use by Sprint Collocator and its Affiliates and permitted transferees, whether or not such Sprint Collocation Space is now or hereafter occupied. As a part of the Sprint Collocation Space of each Site, Lessee also grants to Sprint Collocator as to each Master Lease Site, and Sprint Collocator reserves and shall at times retain (for the benefit of Sprint Collocator or any of its Affiliates and except to the extent limited by any restrictions contained in any applicable Ground Lease, the Permitted Encumbrances or by Law): (i) a non-exclusive right and easement (over the surface of the Site), but subject to the terms of this Agreement, the Ground Leases, the rights of Tower Subtenants, any other agreements affecting the Site existing prior to the Effective Date (not entered into by Lessee or its Affiliates) and such commercially reasonable rules and regulations as Lessee may from time to time propagate (such rules and regulations to be applied uniformly by Lessee between Sprint Collocator and Tower Subtenants) and applicable Laws, for ingress to and egress from the entire Site, and access to the entire Tower and all Improvements to such Site and Tower, at such times (on a 24-hour, seven (7) day per week basis unless otherwise limited by the Ground Lease), to such extent, and in such means and manners (on foot or by motor vehicle, including trucks and other heavy equipment), as Sprint Collocator deems reasonably necessary in connection with its full use and enjoyment of the Sprint Collocation Space, including, without limitation, a right to construct, install, use, operate, maintain, repair and replace its Communications Equipment on the applicable Sprint Collocation Space; and (ii) the right, exercisable only during periods during which Sprint Collocator is actively performing work at a Site (and subject to the terms of the applicable Ground Lease and applicable Laws), to use any unoccupied portion of the ground space at the applicable Site for purposes of temporary location and storage (but only during the period of the performance of such work at such Site) of any of its Communications Equipment and for performing any repairs or replacements (provided that such use and occupancy of any unoccupied portion of a Site will not materially adversely affect the use and occupancy by, or interfere with the operations of, a Tower Subtenant or Lessee of the Site, and, provided further that Sprint Collocator will be required to remove any of its stored Communications Equipment on any unoccupied portion of the Site upon fifteen (15) days prior written notice from Lessee if such unoccupied portion of the Site is under sublease or other occupancy arrangement with a Tower Subtenant that is prepared to take occupancy of such portion of the Site or is otherwise required for use by Lessee for work or storage at such Site); and (iii) a non-exclusive right and easement for the use, operation, maintenance, repair and replacement of all utility lines, Equipment and appurtenances now existing and located on the Site and providing electrical and any other utility service to Sprint's Communications Facility on the Site, which right and easement includes the right of Sprint Collocator and its agents, employees and contractors to enter upon the Site to repair, maintain and replace such utility facilities.
(b) Notwithstanding the foregoing provisions of this Section 6, except in the event of an Emergency, Sprint Collocator shall give Lessee at least ten (10) days prior written notice of its intention to undertake any activity that involves having Sprint Collocator or its contractors, subcontractors, engineers, agents, advisors, consultants, representatives, or other Persons authorized by Sprint Collocator to (i) climb the Tower at any Site (and in the event of an Emergency Sprint Collocator will provide such notice of having climbed the Tower promptly after performed such act), (ii) perform construction or maintenance activities that might reasonably be expected to temporarily or permanently affect access or use of a Site or (iii) involves the use of heavy equipment. No representation is made by Lessee with respect to whether any Sites are accessible by trucks or other heavy equipment or are currently capable of being utilized by same, and Lessee shall have no obligation to Sprint Collocator to build access roads that are accessible by trucks or other heavy equipment or to prepare the Site to be utilized by same; provided, however, that Lessor will be required to maintain in such order and repair as would be required under industry standards such access roads existing as of the Effective Date and agrees not to take any action (except as required by Law, a Governmental Authority, the applicable Ground Lease existing prior to the Effective Date, any Collocation Agreement existing prior to the Effective Date or other agreement affecting the Site existing prior to the Effective Date (and not entered into by Lessee or its Affiliates)) that would materially diminish or impair any means of access to any Site existing as of the Effective Date. The Sprint Collocation Space at each Site, on the Land constituting a portion of such Site, shall include an additional unobstructed buffer area three (3) feet in width along and around the perimeter of all portions of Sprint's Improvements located on such Land (collectively, the "SPRINT BUFFER ZONE"); provided, however, that Sprint Collocator acknowledges and agrees that (i) with respect Sprint's Improvements located on the Land at any Site on the Effective Date, the Sprint Buffer Zone is hereby established only to the extent it exists on any Site as of the Effective Date, (ii) with respect to the portions of Sprint's Improvements consisting of cable runs, the Sprint Buffer Zone need not necessarily include an area three (3) feet in width around the perimeter thereof so long as Sprint Collocator has reasonable access to such portions of Sprint's Improvements for the purposes of maintenance, repair and replacement thereof. If the Sprint Buffer Zone (coupled with applicable zoning, setback or other Laws or terms in the applicable Ground Lease or agreements with other Tower Subtenants) effectively limits Lessee's ability to lease, license or otherwise allow space at a Site to be used by a prospective Tower Subtenant in a commercially reasonable manner, then the Lessee may, by written notice to Sprint Collocator, request Sprint Collocator to reduce the size of the Sprint Buffer Zone to accommodate the reasonable requirements of such prospective Tower Subtenant. Each such request shall be accompanied by reasonable information that will enable Sprint Collocator to determine the nature and location of the requested reduction and the extent of the proposed encroachment into the Sprint Buffer Zone, and Sprint Collocator agrees to not unreasonably withhold, condition or delay its consent to any such request. If Sprint Collocator consents to such a reduction in the Sprint Buffer Zone, then such reduction shall be effective only during the period during which the permitted encroachment into the Sprint Buffer Zone exists, and at such time as the Improvements or Equipment at the applicable Site that encroach upon the Sprint Buffer Zone and are the subject of the permitted reduction are permanently removed, the Sprint Buffer Zone shall be reinstated to the extent it existed prior to the time of the permitted reduction. In addition, if at any time Sprint Collocator has ceased use of any portion of the Sprint Collocation Space on the Tower that contained Communications Equipment located outside the Sprint Tower Envelope on the Effective Date, then Lessee may, by written notice to Sprint Collocator, request Sprint Collocator to permit Lessee to use such unused portion of the Sprint Collocation Space to accommodate the reasonable requirements of such prospective Tower Subtenant, and Sprint Collocator agrees to not unreasonably withhold, condition or delay its consent to any such request.
(c) Notwithstanding anything in this Agreement to the contrary, (i) Lessor, Lessee and Sprint acknowledge and agree that certain Sites as identified on Exhibit A, are either being leased, subleased or otherwise made available by Lessor to Lessee or being operated by Lessee pursuant to this Agreement but are not subject to the sublease to or reservation by Sprint Collocator of any Sprint Collocation Space (such Sites, along with any Site where Sprint Collocator exercises its Withdrawal Rights from and after the Withdrawal Date for such Site, the "NON-COLLOCATION SITES"), and the duties and obligations of Sprint Collocator in this Agreement regarding Sprint Collocation Space shall not be applicable to the Non-Collocation Sites and (ii) Lessee shall have no duties to Lessor or Sprint with respect to such Non-Collocation Sites pursuant to Sections 6 and 25. On the Effective Date, the number of Sites either subleased back or otherwise made available to Sprint Collocator is 3,373122.
(d) Sprint Collocator will, at all times during the Term as to any Site, at Sprint Collocator's sole cost and expense, keep and maintain Sprint's Communications Equipment and Sprint's Improvements in a structurally safe and sound condition and in working order.
(e) Without limiting any of Lessee's rights or obligations under this Agreement, Lessee acknowledges and agrees that Lessee will not engage, nor will it permit any Tower Subtenant to engage, in any conduct or activity that might reasonably be expected to interfere (excluding electrical interference which will be governed by Section 15) with Sprint Collocator's peaceful and quiet enjoyment of the Sprint Collocation Space or the use and operation of Sprint Collocator of Sprint's Communications Equipment at such Site. Notwithstanding anything to the contrary herein, in no event shall Lessee be required to enforce any rights against or resolve any disputes with a Tower Subtenant who at the time of such enforcement action or dispute is an Affiliate of Sprint.
(f) Without limiting the rights or obligations of Sprint Collocator under this Agreement, Sprint Collocator acknowledges and agrees that it will not engage, nor permit its Affiliates to engage, in any conduct or activity that might reasonably be expected to interfere (excluding electrical interference which will be governed by Section 15) with Lessee's or any Tower Subtenant's peaceful and quiet enjoyment of its space on any Tower or the use and operation of Communications Equipment by any Tower Subtenant.
(g) Sprint Collocator agrees to indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims, paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection with the activities of Sprint Collocator or any of its Affiliates in connection with any work at any applicable Site performed at by or at the direction of Sprint Collocator or its Affiliates (but not including any work at any Site that Lessee is required to perform pursuant to this Agreement). Sprint Collocator shall restore any property damage to any Site or appurtenant property or any access roads thereto in connection with any such work caused by motor vehicles, trucks or heavy equipment of Sprint Collocator, any of its employees, agents, contractors or designees. If such restoration work is not performed by Sprint Collocator within fifteen (15) days after written notice from Lessee (or if not capable of being performed within such fifteen (15) day period, then within a reasonable period of time provided that Sprint Collocator is actively and diligently pursuing completion of such restoration work), Lessee may, but shall not be obligated to perform such work on behalf of an for the account of Sprint Collocator, and Sprint Collocator shall reimburse Lessee for the costs of such restoration work within fifteen (15) days after demand thereof, together with reasonable evidence of the incurrence of such costs.
(h) Lessee agrees to and does hereby waive and relinquish any lien of any kind and any and all rights, including levy, execution and sale for unpaid rents, that Lessee may have or obtain on or with respect to any of Sprint's Communications Equipment.
Appears in 1 contract
Sprint Collocation Space. (a) Lessor, Sprint Collocator and Lessee expressly acknowledge that, at all times during the Term as to each Master Lease Site, the Sprint Collocation Space of each Master Lease Site will be deemed to be leased, subleased or otherwise made available by Lessor to Lessee, and subleased back or otherwise made available to Sprint Collocator, pursuant to this Agreement, and the Sprint Collocation Space at each Pre-Lease Site will be deemed reserved for or otherwise be made available to Sprint Collocator pursuant to this Agreement, in each case for the exclusive possession and use by Sprint Collocator and its Affiliates and permitted transferees, whether or not such Sprint Collocation Space is now or hereafter occupied. As a part of the Sprint Collocation Space of each Site, Lessee also grants to Sprint Collocator as to each Master Lease Site, and Sprint Collocator reserves and shall at times retain (for the benefit of Sprint Collocator or any of its Affiliates and except to the extent limited by any restrictions contained in any applicable Ground Lease, the Permitted Encumbrances or by Law): (i) a non-exclusive right and easement (over the surface of the Site), but subject to the terms of this Agreement, the Ground Leases, the rights of Tower Subtenants, any other agreements affecting the Site existing prior to the Effective Date (not entered into by Lessee or its Affiliates) and such commercially reasonable rules and regulations as Lessee may from time to time propagate (such rules and regulations to be applied uniformly by Lessee between Sprint Collocator and Tower Subtenants) and applicable Laws, for ingress to and egress from the entire Site, and access to the entire Tower and all Improvements to such Site and Tower, at such times (on a 24-hour, seven (7) day per week basis unless otherwise limited by the Ground Lease), to such extent, and in such means and manners (on foot or by motor vehicle, including trucks and other heavy equipment), as Sprint Collocator deems reasonably necessary in connection with its full use and enjoyment of the Sprint Collocation Space, including, without limitation, a right to construct, install, use, operate, maintain, repair and replace its Communications Equipment on the applicable Sprint Collocation Space; and (ii) the right, exercisable only during periods during which Sprint Collocator is actively performing work at a Site (and subject to the terms of the applicable Ground Lease and applicable Laws), to use any unoccupied portion of the ground space at the applicable Site for purposes of temporary location and storage (but only during the period of the performance of such work at such Site) of any of its Communications Equipment and for performing any repairs or replacements (provided that such use and occupancy of any unoccupied portion of a Site will not materially adversely affect the use and occupancy by, or interfere with the operations of, a Tower Subtenant or Lessee of the Site, and, provided further that Sprint Collocator will be required to remove any of its stored Communications Equipment on any unoccupied portion of the Site upon fifteen (15) days prior written notice from Lessee if such unoccupied portion of the Site is under sublease or other occupancy arrangement with a Tower Subtenant that is prepared to take occupancy of such portion of the Site or is otherwise required for use by Lessee for work or storage at such Site); and (iii) a non-exclusive right and easement for the use, operation, maintenance, repair and replacement of all utility lines, Equipment and appurtenances now existing and located on the Site and providing electrical and any other utility service to Sprint's Communications Facility on the Site, which right and easement includes the right of Sprint Collocator and its agents, employees and contractors to enter upon the Site to repair, maintain and replace such utility facilities.
(b) Notwithstanding the foregoing provisions of this Section 6, except in the event of an Emergency, Sprint Collocator shall give Lessee at least ten (10) days prior written notice of its intention to undertake any activity that involves having Sprint Collocator or its contractors, subcontractors, engineers, agents, advisors, consultants, representatives, or other Persons authorized by Sprint Collocator to (i) climb the Tower at any Site (and in the event of an Emergency Sprint Collocator will provide such notice of having climbed the Tower promptly after performed such act), (ii) perform construction or maintenance activities that might reasonably be expected to temporarily or permanently affect access or use of a Site or (iii) involves the use of heavy equipment. No representation is made by Lessee with respect to whether any Sites are accessible by trucks or other heavy equipment or are currently capable of being utilized by same, and Lessee shall have no obligation to Sprint Collocator to build access roads that are accessible by trucks or other heavy equipment or to prepare the Site to be utilized by same; provided, however, that Lessor will be required to maintain in such order and repair as would be required under industry standards such access roads existing as of the Effective Date and agrees not to take any action (except as required by Law, a Governmental Authority, the applicable Ground Lease existing prior to the Effective Date, any Collocation Agreement existing prior to the Effective Date or other agreement affecting the Site existing prior to the Effective Date (and not entered into by Lessee or its Affiliates)) that would materially diminish or impair any means of access to any Site existing as of the Effective Date. The Sprint Collocation Space at each Site, on the Land constituting a portion of such Site, shall include an additional unobstructed buffer area three (3) feet in width along and around the perimeter of all portions of Sprint's Improvements located on such Land (collectively, the "SPRINT BUFFER ZONE"); provided, however, that Sprint Collocator acknowledges and agrees that (i) with respect Sprint's Improvements located on the Land at any Site on the Effective Date, the Sprint Buffer Zone is hereby established only to the extent it exists on any Site as of the Effective Date, (ii) with respect to the portions of Sprint's Improvements consisting of cable runs, the Sprint Buffer Zone need not necessarily include an area three (3) feet in width around the perimeter thereof so long as Sprint Collocator has reasonable access to such portions of Sprint's Improvements for the purposes of maintenance, repair and replacement thereof. If the Sprint Buffer Zone (coupled with applicable zoning, setback or other Laws or terms in the applicable Ground Lease or agreements with other Tower Subtenants) effectively limits Lessee's ability to lease, license or otherwise allow space at a Site to be used by a prospective Tower Subtenant in a commercially reasonable manner, then the Lessee may, by written notice to Sprint Collocator, request Sprint Collocator to reduce the size of the Sprint Buffer Zone to accommodate the reasonable requirements of such prospective Tower Subtenant. Each such request shall be accompanied by reasonable information that will enable Sprint Collocator to determine the nature and location of the requested reduction and the extent of the proposed encroachment into the Sprint Buffer Zone, and Sprint Collocator agrees to not unreasonably withhold, condition or delay its consent to any such request. If Sprint Collocator consents to such a reduction in the Sprint Buffer Zone, then such reduction shall be effective only during the period during which the permitted encroachment into the Sprint Buffer Zone exists, and at such time as the Improvements or Equipment at the applicable Site that encroach upon the Sprint Buffer Zone and are the subject of the permitted reduction are permanently removed, the Sprint Buffer Zone shall be reinstated to the extent it existed prior to the time of the permitted reduction. In addition, if at any time Sprint Collocator has ceased use of any portion of the Sprint Collocation Space on the Tower that contained Communications Equipment located outside the Sprint Tower Envelope on the Effective Date, then Lessee may, by written notice to Sprint Collocator, request Sprint Collocator to permit Lessee to use such unused portion of the Sprint Collocation Space to accommodate the reasonable requirements of such prospective Tower Subtenant, and Sprint Collocator agrees to not unreasonably withhold, condition or delay its consent to any such request.
(c) Notwithstanding anything in this Agreement to the contrary, (i) Lessor, Lessee and Sprint acknowledge and agree that certain Sites as identified on Exhibit A, are either being leased, subleased or otherwise made available by Lessor to Lessee or being operated by Lessee pursuant to this Agreement but are not subject to the sublease to or reservation by Sprint Collocator of any Sprint Collocation Space (such Sites, along with any Site where Sprint Collocator exercises its Withdrawal Rights from and after the Withdrawal Date for such Site, the "NON-COLLOCATION SITES"), and the duties and obligations of Sprint Collocator in this Agreement regarding Sprint Collocation Space shall not be applicable to the Non-Collocation Sites and (ii) Lessee shall have no duties to Lessor or Sprint with respect to such Non-Collocation Sites pursuant to Sections 6 and 25. On the Effective Date, the number of Sites either subleased back or otherwise made available to Sprint Collocator is 3,3731915.
(d) Sprint Collocator will, at all times during the Term as to any Site, at Sprint Collocator's sole cost and expense, keep and maintain Sprint's Communications Equipment and Sprint's Improvements in a structurally safe and sound condition and in working order.
(e) Without limiting any of Lessee's rights or obligations under this Agreement, Lessee acknowledges and agrees that Lessee will not engage, nor will it permit any Tower Subtenant to engage, in any conduct or activity that might reasonably be expected to interfere (excluding electrical interference which will be governed by Section 15) with Sprint Collocator's peaceful and quiet enjoyment of the Sprint Collocation Space or the use and operation of Sprint Collocator of Sprint's Communications Equipment at such Site. Notwithstanding anything to the contrary herein, in no event shall Lessee be required to enforce any rights against or resolve any disputes with a Tower Subtenant who at the time of such enforcement action or dispute is an Affiliate of Sprint.
(f) Without limiting the rights or obligations of Sprint Collocator under this Agreement, Sprint Collocator acknowledges and agrees that it will not engage, nor permit its Affiliates to engage, in any conduct or activity that might reasonably be expected to interfere (excluding electrical interference which will be governed by Section 15) with Lessee's or any Tower Subtenant's peaceful and quiet enjoyment of its space on any Tower or the use and operation of Communications Equipment by any Tower Subtenant.
(g) Sprint Collocator agrees to indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims, paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection with the activities of Sprint Collocator or any of its Affiliates in connection with any work at any applicable Site performed at by or at the direction of Sprint Collocator or its Affiliates (but not including any work at any Site that Lessee is required to perform pursuant to this Agreement). Sprint Collocator shall restore any property damage to any Site or appurtenant property or any access roads thereto in connection with any such work caused by motor vehicles, trucks or heavy equipment of Sprint Collocator, any of its employees, agents, contractors or designees. If such restoration work is not performed by Sprint Collocator within fifteen (15) days after written notice from Lessee (or if not capable of being performed within such fifteen (15) day period, then within a reasonable period of time provided that Sprint Collocator is actively and diligently pursuing completion of such restoration work), Lessee may, but shall not be obligated to perform such work on behalf of an for the account of Sprint Collocator, and Sprint Collocator shall reimburse Lessee for the costs of such restoration work within fifteen (15) days after demand thereof, together with reasonable evidence of the incurrence of such costs.
(h) Lessee agrees to and does hereby waive and relinquish any lien of any kind and any and all rights, including levy, execution and sale for unpaid rents, that Lessee may have or obtain on or with respect to any of Sprint's Communications Equipment.
Appears in 1 contract
Sprint Collocation Space. (a) Lessor, Sprint Collocator and Lessee expressly acknowledge that, at all times during the Term as to each Master Lease Site, the Sprint Collocation Space of each Master Lease Site will be deemed to be leased, subleased or otherwise made available by Lessor to Lessee, and subleased back or otherwise made available to Sprint Collocator, pursuant to this Agreement, and the Sprint Collocation Space at each Pre-Lease Site will be deemed reserved for or otherwise be made available to Sprint Collocator pursuant to this Agreement, in each case for the exclusive possession and use by Sprint Collocator and its Affiliates and permitted transferees, whether or not such Sprint Collocation Space is now or hereafter occupied. As a part of the Sprint Collocation Space of each Site, Lessee also grants to Sprint Collocator as to each Master Lease Site, and Sprint Collocator reserves and shall at times retain (for the benefit of Sprint Collocator or any of its Affiliates and except to the extent limited by any restrictions contained in any applicable Ground Lease, the Permitted Encumbrances or by Law): (i) a non-exclusive right and easement (over the surface of the Site), but subject to the terms of this Agreement, the Ground Leases, the rights of Tower Subtenants, any other agreements affecting the Site existing prior to the Effective Date (not entered into by Lessee or its Affiliates) and such commercially reasonable rules and regulations as Lessee may from time to time propagate (such rules and regulations to be applied uniformly by Lessee between Sprint Collocator and Tower Subtenants) and applicable Laws, for ingress to and egress from the entire Site, and access to the entire Tower and all Improvements to such Site and Tower, at such times (on a 24-hour, seven (7) day per week basis unless otherwise limited by the Ground Lease), to such extent, and in such means and manners (on foot or by motor vehicle, including trucks and other heavy equipment), as Sprint Collocator deems reasonably necessary in connection with its full use and enjoyment of the Sprint Collocation Space, including, without limitation, a right to construct, install, use, operate, maintain, repair and replace its Communications Equipment on the applicable Sprint Collocation Space; and (ii) the right, exercisable only during periods during which Sprint Collocator is actively performing work at a Site (and subject to the terms of the applicable Ground Lease and applicable Laws), to use any unoccupied portion of the ground space at the applicable Site for purposes of temporary location and storage (but only during the period of the performance of such work at such Site) of any of its Communications Equipment and for performing any repairs or replacements (provided that such use and occupancy of any unoccupied portion of a Site will not materially adversely affect the use and occupancy by, or interfere with the operations of, a Tower Subtenant or Lessee of the Site, and, provided further that Sprint Collocator will be required to remove any of its stored Communications Equipment on any unoccupied portion of the Site upon fifteen (15) days prior written notice from Lessee if such unoccupied portion of the Site is under sublease or other occupancy arrangement with a Tower Subtenant that is prepared to take occupancy of such portion of the Site or is otherwise required for use by Lessee for work or storage at such Site); and (iii) a non-exclusive right and easement for the use, operation, maintenance, repair and replacement of all utility lines, Equipment and appurtenances now existing and located on the Site and providing electrical and any other utility service to Sprint's Communications Facility on the Site, which right and easement includes the right of Sprint Collocator and its agents, employees and contractors to enter upon the Site to repair, maintain and replace such utility facilities.
(b) Notwithstanding the foregoing provisions of this Section 6, except in the event of an Emergency, Sprint Collocator shall give Lessee at least ten (10) days prior written notice of its intention to undertake any activity that involves having Sprint Collocator or its contractors, subcontractors, engineers, agents, advisors, consultants, representatives, or other Persons authorized by Sprint Collocator to (i) climb the Tower at any Site (and in the event of an Emergency Sprint Collocator will provide such notice of having climbed the Tower promptly after performed such act), (ii) perform construction or maintenance activities that might reasonably be expected to temporarily or permanently affect access or use of a Site or (iii) involves the use of heavy equipment. No representation is made by Lessee with respect to whether any Sites are accessible by trucks or other heavy equipment or are currently capable of being utilized by same, and Lessee shall have no obligation to Sprint Collocator to build access roads that are accessible by trucks or other heavy equipment or to prepare the Site to be utilized by same; provided, however, that Lessor will be required to maintain in such order and repair as would be required under industry standards such access roads existing as of the Effective Date and agrees not to take any action (except as required by Law, a Governmental Authority, the applicable Ground Lease existing prior to the Effective Date, any Collocation Agreement existing prior to the Effective Date or other agreement affecting the Site existing prior to the Effective Date (and not entered into by Lessee or its Affiliates)) that would materially diminish or impair any means of access to any Site existing as of the Effective Date. The Sprint Collocation Space at each Site, on the Land constituting a portion of such Site, shall include an additional unobstructed buffer area three (3) feet in width along and around the perimeter of all portions of Sprint's Improvements located on such Land (collectively, the "SPRINT BUFFER ZONE"); provided, however, that Sprint Collocator acknowledges and agrees that (i) with respect Sprint's Improvements located on the Land at any Site on the Effective Date, the Sprint Buffer Zone is hereby established only to the extent it exists on any Site as of the Effective Date, (ii) with respect to the portions of Sprint's Improvements consisting of cable runs, the Sprint Buffer Zone need not necessarily include an area three (3) feet in width around the perimeter thereof so long as Sprint Collocator has reasonable access to such portions of Sprint's Improvements for the purposes of maintenance, repair and replacement thereof. If the Sprint Buffer Zone (coupled with applicable zoning, setback or other Laws or terms in the applicable Ground Lease or agreements with other Tower Subtenants) effectively limits Lessee's ability to lease, license or otherwise allow space at a Site to be used by a prospective Tower Subtenant in a commercially reasonable manner, then the Lessee may, by written notice to Sprint Collocator, request Sprint Collocator to reduce the size of the Sprint Buffer Zone to accommodate the reasonable requirements of such prospective Tower Subtenant. Each such request shall be accompanied by reasonable information that will enable Sprint Collocator to determine the nature and location of the requested reduction and the extent of the proposed encroachment into the Sprint Buffer Zone, and Sprint Collocator agrees to not unreasonably withhold, condition or delay its consent to any such request. If Sprint Collocator consents to such a reduction in the Sprint Buffer Zone, then such reduction shall be effective only during the period during which the permitted encroachment into the Sprint Buffer Zone exists, and at such time as the Improvements or Equipment at the applicable Site that encroach upon the Sprint Buffer Zone and are the subject of the permitted reduction are permanently removed, the Sprint Buffer Zone shall be reinstated to the extent it existed prior to the time of the permitted reduction. In addition, if at any time Sprint Collocator has ceased use of any portion of the Sprint Collocation Space on the Tower that contained Communications Equipment located outside the Sprint Tower Envelope on the Effective Date, then Lessee may, by written notice to Sprint Collocator, request Sprint Collocator to permit Lessee to use such unused portion of the Sprint Collocation Space to accommodate the reasonable requirements of such prospective Tower Subtenant, and Sprint Collocator agrees to not unreasonably withhold, condition or delay its consent to any such request.
(c) Notwithstanding anything in this Agreement to the contrary, (i) Lessor, Lessee and Sprint acknowledge and agree that certain Sites as identified on Exhibit A, are either being leased, subleased or otherwise made available by Lessor to Lessee or being operated by Lessee pursuant to this Agreement but are not subject to the sublease to or reservation by Sprint Collocator of any Sprint Collocation Space (such Sites, along with any Site where Sprint Collocator exercises its Withdrawal Rights from and after the Withdrawal Date for such Site, the "NON-COLLOCATION SITES"), and the duties and obligations of Sprint Collocator in this Agreement regarding Sprint Collocation Space shall not be applicable to the Non-Collocation Sites and (ii) Lessee shall have no duties to Lessor or Sprint with respect to such Non-Collocation Sites pursuant to Sections 6 and 25. On the Effective Date, the number of Sites either subleased back or otherwise made available to Sprint Collocator is 3,373654.
(d) Sprint Collocator will, at all times during the Term as to any Site, at Sprint Collocator's sole cost and expense, keep and maintain Sprint's Communications Equipment and Sprint's Improvements in a structurally safe and sound condition and in working order.
(e) Without limiting any of Lessee's rights or obligations under this Agreement, Lessee acknowledges and agrees that Lessee will not engage, nor will it permit any Tower Subtenant to engage, in any conduct or activity that might reasonably be expected to interfere (excluding electrical interference which will be governed by Section 15) with Sprint Collocator's peaceful and quiet enjoyment of the Sprint Collocation Space or the use and operation of Sprint Collocator of Sprint's Communications Equipment at such Site. Notwithstanding anything to the contrary herein, in no event shall Lessee be required to enforce any rights against or resolve any disputes with a Tower Subtenant who at the time of such enforcement action or dispute is an Affiliate of Sprint.
(f) Without limiting the rights or obligations of Sprint Collocator under this Agreement, Sprint Collocator acknowledges and agrees that it will not engage, nor permit its Affiliates to engage, in any conduct or activity that might reasonably be expected to interfere (excluding electrical interference which will be governed by Section 15) with Lessee's or any Tower Subtenant's peaceful and quiet enjoyment of its space on any Tower or the use and operation of Communications Equipment by any Tower Subtenant.
(g) Sprint Collocator agrees to indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims, paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection with the activities of Sprint Collocator or any of its Affiliates in connection with any work at any applicable Site performed at by or at the direction of Sprint Collocator or its Affiliates (but not including any work at any Site that Lessee is required to perform pursuant to this Agreement). Sprint Collocator shall restore any property damage to any Site or appurtenant property or any access roads thereto in connection with any such work caused by motor vehicles, trucks or heavy equipment of Sprint Collocator, any of its employees, agents, contractors or designees. If such restoration work is not performed by Sprint Collocator within fifteen (15) days after written notice from Lessee (or if not capable of being performed within such fifteen (15) day period, then within a reasonable period of time provided that Sprint Collocator is actively and diligently pursuing completion of such restoration work), Lessee may, but shall not be obligated to perform such work on behalf of an for the account of Sprint Collocator, and Sprint Collocator shall reimburse Lessee for the costs of such restoration work within fifteen (15) days after demand thereof, together with reasonable evidence of the incurrence of such costs.
(h) Lessee agrees to and does hereby waive and relinquish any lien of any kind and any and all rights, including levy, execution and sale for unpaid rents, that Lessee may have or obtain on or with respect to any of Sprint's Communications Equipment.
Appears in 1 contract
Sprint Collocation Space. (a) Lessor, Sprint Collocator and Lessee expressly acknowledge that, at all times during the Term as to each Master Lease Site, the Sprint Collocation Space of each Master Lease Site will be deemed to be leased, subleased or otherwise made available by Lessor to Lessee, and subleased back or otherwise made available to Sprint Collocator, pursuant to this Agreement, and the Sprint Collocation Space at each Pre-Lease Site will be deemed reserved for or otherwise be made available to Sprint Collocator pursuant to this Agreement, in each case for the exclusive possession and use by Sprint Collocator and its Affiliates and permitted transferees, whether or not such Sprint Collocation Space is now or hereafter occupied. As a part of the Sprint Collocation Space of each Site, Lessee also grants to Sprint Collocator as to each Master Lease Site, and Sprint Collocator reserves and shall at times retain (for the benefit of Sprint Collocator or any of its Affiliates and except to the extent limited by any restrictions contained in any applicable Ground Lease, the Permitted Encumbrances or by Law): (i) a non-exclusive right and easement (over the surface of the Site), but subject to the terms of this Agreement, the Ground Leases, the rights of Tower Subtenants, any other agreements affecting the Site existing prior to the Effective Date (not entered into by Lessee or its Affiliates) and such commercially reasonable rules and regulations as Lessee may from time to time propagate (such rules and regulations to be applied uniformly by Lessee between Sprint Collocator and Tower Subtenants) and applicable Laws, for ingress to and egress from the entire Site, and access to the entire Tower and all Improvements to such Site and Tower, at such times (on a 24-hour, seven (7) day per week basis unless otherwise limited by the Ground Lease), to such extent, and in such means and manners (on foot or by motor vehicle, including trucks and other heavy equipment), as Sprint Collocator deems reasonably necessary in connection with its full use and enjoyment of the Sprint Collocation Space, including, without limitation, a right to construct, install, use, operate, maintain, repair and replace its Communications Equipment on the applicable Sprint Collocation Space; and (ii) the right, exercisable only during periods during which Sprint Collocator is actively performing work at a Site (and subject to the terms of the applicable Ground Lease and applicable Laws), to use any unoccupied portion of the ground space at the applicable Site for purposes of temporary location and storage (but only during the period of the performance of such work at such Site) of any of its Communications Equipment and for performing any repairs or replacements (provided that such use and occupancy of any unoccupied portion of a Site will not materially adversely affect the use and occupancy by, or interfere with the operations of, a Tower Subtenant or Lessee of the Site, and, provided further that Sprint Collocator will be required to remove any of its stored Communications Equipment on any unoccupied portion of the Site upon fifteen (15) days prior written notice from Lessee if such unoccupied portion of the Site is under sublease or other occupancy arrangement with a Tower Subtenant that is prepared to take occupancy of such portion of the Site or is otherwise required for use by Lessee for work or storage at such Site); and (iii) a non-exclusive right and easement for the use, operation, maintenance, repair and replacement of all utility lines, Equipment and appurtenances now existing and located on the Site and providing electrical and any other utility service to Sprint's Communications Facility on the Site, which right and easement includes the right of Sprint Collocator and its agents, employees and contractors to enter upon the Site to repair, maintain and replace such utility facilities.
(b) Notwithstanding the foregoing provisions of this Section 6, except in the event of an Emergency, Sprint Collocator shall give Lessee at least ten (10) days prior written notice of its intention to undertake any activity that involves having Sprint Collocator or its contractors, subcontractors, engineers, agents, advisors, consultants, representatives, or other Persons authorized by Sprint Collocator to (i) climb the Tower at any Site (and in the event of an Emergency Sprint Collocator will provide such notice of having climbed the Tower promptly after performed such act), (ii) perform construction or maintenance activities that might reasonably be expected to temporarily or permanently affect access or use of a Site or (iii) involves the use of heavy equipment. No representation is made by Lessee with respect to whether any Sites are accessible by trucks or other heavy equipment or are currently capable of being utilized by same, and Lessee shall have no obligation to Sprint Collocator to build access roads that are accessible by trucks or other heavy equipment or to prepare the Site to be utilized by same; provided, however, that Lessor will be required to maintain in such order and repair as would be required under industry standards such access roads existing as of the Effective Date and agrees not to take any action (except as required by Law, a Governmental Authority, the applicable Ground Lease existing prior to the Effective Date, any Collocation Agreement existing prior to the Effective Date or other agreement affecting the Site existing prior to the Effective Date (and not entered into by Lessee or its Affiliates)) that would materially diminish or impair any means of access to any Site existing as of the Effective Date. The Sprint Collocation Space at each Site, on the Land constituting a portion of such Site, shall include an additional unobstructed buffer area three (3) feet in width along and around the perimeter of all portions of Sprint's Improvements located on such Land (collectively, the "SPRINT BUFFER ZONE"); provided, however, that Sprint Collocator acknowledges and agrees that (i) with respect Sprint's Improvements located on the Land at any Site on the Effective Date, the Sprint Buffer Zone is hereby established only to the extent it exists on any Site as of the Effective Date, (ii) with respect to the portions of Sprint's Improvements consisting of cable runs, the Sprint Buffer Zone need not necessarily include an area three (3) feet in width around the perimeter thereof so long as Sprint Collocator has reasonable access to such portions of Sprint's Improvements for the purposes of maintenance, repair and replacement thereof. If the Sprint Buffer Zone (coupled with applicable zoning, setback or other Laws or terms in the applicable Ground Lease or agreements with other Tower Subtenants) effectively limits Lessee's ability to lease, license or otherwise allow space at a Site to be used by a prospective Tower Subtenant in a commercially reasonable manner, then the Lessee may, by written notice to Sprint Collocator, request Sprint Collocator to reduce the size of the Sprint Buffer Zone to accommodate the reasonable requirements of such prospective Tower Subtenant. Each such request shall be accompanied by reasonable information that will enable Sprint Collocator to determine the nature and location of the requested reduction and the extent of the proposed encroachment into the Sprint Buffer Zone, and Sprint Collocator agrees to not unreasonably withhold, condition or delay its consent to any such request. If Sprint Collocator consents to such a reduction in the Sprint Buffer Zone, then such reduction shall be effective only during the period during which the permitted encroachment into the Sprint Buffer Zone exists, and at such time as the Improvements or Equipment at the applicable Site that encroach upon the Sprint Buffer Zone and are the subject of the permitted reduction are permanently removed, the Sprint Buffer Zone shall be reinstated to the extent it existed prior to the time of the permitted reduction. In addition, if at any time Sprint Collocator has ceased use of any portion of the Sprint Collocation Space on the Tower that contained Communications Equipment located outside the Sprint Tower Envelope on the Effective Date, then Lessee may, by written notice to Sprint Collocator, request Sprint Collocator to permit Lessee to use such unused portion of the Sprint Collocation Space to accommodate the reasonable requirements of such prospective Tower Subtenant, and Sprint Collocator agrees to not unreasonably withhold, condition or delay its consent to any such request.
(c) Notwithstanding anything in this Agreement to the contrary, (i) Lessor, Lessee and Sprint acknowledge and agree that certain Sites as identified on Exhibit A, are either being leased, subleased or otherwise made available by Lessor to Lessee or being operated by Lessee pursuant to this Agreement but are not subject to the sublease to or reservation by Sprint Collocator of any Sprint Collocation Space (such Sites, along with any Site where Sprint Collocator exercises its Withdrawal Rights from and after the Withdrawal Date for such Site, the "NON-COLLOCATION SITES"), and the duties and obligations of Sprint Collocator in this Agreement regarding Sprint Collocation Space shall not be applicable to the Non-Collocation Sites and (ii) Lessee shall have no duties to Lessor or Sprint with respect to such Non-Collocation Sites pursuant to Sections 6 and 25. On the Effective Date, the number of Sites either subleased back or otherwise made available to Sprint Collocator is 3,373107.
(d) Sprint Collocator will, at all times during the Term as to any Site, at Sprint Collocator's sole cost and expense, keep and maintain Sprint's Communications Equipment and Sprint's Improvements in a structurally safe and sound condition and in working order.
(e) Without limiting any of Lessee's rights or obligations under this Agreement, Lessee acknowledges and agrees that Lessee will not engage, nor will it permit any Tower Subtenant to engage, in any conduct or activity that might reasonably be expected to interfere (excluding electrical interference which will be governed by Section 15) with Sprint Collocator's peaceful and quiet enjoyment of the Sprint Collocation Space or the use and operation of Sprint Collocator of Sprint's Communications Equipment at such Site. Notwithstanding anything to the contrary herein, in no event shall Lessee be required to enforce any rights against or resolve any disputes with a Tower Subtenant who at the time of such enforcement action or dispute is an Affiliate of Sprint.
(f) Without limiting the rights or obligations of Sprint Collocator under this Agreement, Sprint Collocator acknowledges and agrees that it will not engage, nor permit its Affiliates to engage, in any conduct or activity that might reasonably be expected to interfere (excluding electrical interference which will be governed by Section 15) with Lessee's or any Tower Subtenant's peaceful and quiet enjoyment of its space on any Tower or the use and operation of Communications Equipment by any Tower Subtenant.
(g) Sprint Collocator agrees to indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims, paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection with the activities of Sprint Collocator or any of its Affiliates in connection with any work at any applicable Site performed at by or at the direction of Sprint Collocator or its Affiliates (but not including any work at any Site that Lessee is required to perform pursuant to this Agreement). Sprint Collocator shall restore any property damage to any Site or appurtenant property or any access roads thereto in connection with any such work caused by motor vehicles, trucks or heavy equipment of Sprint Collocator, any of its employees, agents, contractors or designees. If such restoration work is not performed by Sprint Collocator within fifteen (15) days after written notice from Lessee (or if not capable of being performed within such fifteen (15) day period, then within a reasonable period of time provided that Sprint Collocator is actively and diligently pursuing completion of such restoration work), Lessee may, but shall not be obligated to perform such work on behalf of an for the account of Sprint Collocator, and Sprint Collocator shall reimburse Lessee for the costs of such restoration work within fifteen (15) days after demand thereof, together with reasonable evidence of the incurrence of such costs.
(h) Lessee agrees to and does hereby waive and relinquish any lien of any kind and any and all rights, including levy, execution and sale for unpaid rents, that Lessee may have or obtain on or with respect to any of Sprint's Communications Equipment.
Appears in 1 contract
Sprint Collocation Space. (a) Lessor, each Sprint Collocator and Lessee expressly acknowledge that, at all times during the Term as to each Master Lease Site, the Sprint Collocation Space of each Master Lease Site will be deemed to be leased, subleased or otherwise made available by Lessor to Lessee, and subleased back or otherwise made available to the applicable Sprint Collocator, pursuant to this Agreement, and the Sprint Collocation Space at each Pre-Lease Site will be deemed reserved for or otherwise be made available to the applicable Sprint Collocator pursuant to this Agreement, in each case for the exclusive possession and use by such Sprint Collocator and its Affiliates and permitted transferees, whether or not such Sprint Collocation Space is now or hereafter occupied. As a part of the Sprint Collocation Space of each Site, Lessee also grants to the Sprint Collocator as to each Master Lease Site, and the Sprint Collocator reserves and shall at times retain (for the benefit of the Sprint Collocator or any of its Affiliates and except to the extent limited by any restrictions contained in any applicable Ground Lease, the Permitted Encumbrances or by Law): (i) a non-exclusive right and easement (over the surface of the Site), but subject to the terms of this Agreement, the Ground Leases, the rights of Tower Subtenants, any other agreements affecting the Site existing prior to the Effective Date (not entered into by Lessee or its Affiliates) and such commercially reasonable rules and regulations as Lessee may from time to time propagate (such rules and regulations to be applied uniformly by Lessee between the Sprint Collocator Collocators and Tower Subtenants) and applicable Laws, for ingress to and egress from the entire Site, and access to the entire Tower and all Improvements to such Site and Tower, at such times (on a 24-hour, seven (7) day per week basis unless otherwise limited by the Ground Lease), to such extent, and in such means and manners (on foot or by motor vehicle, including trucks and other heavy equipment), as the Sprint Collocator deems reasonably necessary in connection with its full use and enjoyment of the Sprint Collocation Space, including, without limitation, a right to construct, install, use, operate, maintain, repair and replace its Communications Equipment on the applicable Sprint Collocation Space; and (ii) the right, exercisable only during periods during which the applicable Sprint Collocator is actively performing work at a Site (and subject to the terms of the applicable Ground Lease and applicable Laws), to use any unoccupied portion of the ground space at the applicable Site for purposes of temporary location and storage (but only during the period of the performance of such work at such Site) of any of its Communications Equipment and for performing any repairs or replacements (provided that such use and occupancy of any unoccupied portion of a Site will not materially adversely affect the use and occupancy by, or interfere with the operations of, a Tower Subtenant or Lessee of the Site, and, provided further that the Sprint Collocator will be required to remove any of its stored Communications Equipment on any unoccupied portion of the Site upon fifteen (15) days prior written notice from Lessee if such unoccupied portion of the Site is under sublease or other occupancy arrangement with a Tower Subtenant that is prepared to take occupancy of such portion of the Site or is otherwise required for use by Lessee for work or storage at such Site); and (iii) a non-exclusive right and easement for the use, operation, maintenance, repair and replacement of all utility lines, Equipment and appurtenances now existing and located on the Site and providing electrical and any other utility service to Sprint's Communications Facility on the Site, which right and easement includes the right of the Sprint Collocator and its agents, employees and contractors to enter upon the Site to repair, maintain and replace such utility facilities.
(b) Notwithstanding the foregoing provisions of this Section 6, except in the event of an Emergency, a Sprint Collocator shall give Lessee at least ten (10) days prior written notice of its intention to undertake any activity that involves having any Sprint Collocator or its contractors, subcontractors, engineers, agents, advisors, consultants, representatives, or other Persons authorized by such Sprint Collocator to (i) climb the Tower at any Site (and in the event of an Emergency the Sprint Collocator will provide such notice of having climbed the Tower promptly after performed such act), (ii) perform construction or maintenance activities that might reasonably be expected to temporarily or permanently affect access or use of a Site or (iii) involves the use of heavy equipment. No representation is made by Lessee with respect to whether any Sites are accessible by trucks or other heavy equipment or are currently capable of being utilized by same, and Lessee shall have no obligation to any Sprint Collocator to build access roads that are accessible by trucks or other heavy equipment or to prepare the Site to be utilized by same; provided, however, that Lessor will be required to maintain in such order and repair as would be required under industry standards such access roads existing as of the Effective Date and agrees not to take any action (except as required by Law, a Governmental Authority, the applicable Ground Lease existing prior to the Effective Date, any Collocation Agreement existing prior to the Effective Date or other agreement affecting the Site existing prior to the Effective Date (and not entered into by Lessee or its Affiliates)) that would materially diminish or impair any means of access to any Site existing as of the Effective Date. The Sprint Collocation Space at each Site, on the Land constituting a portion of such Site, shall include an additional unobstructed buffer area three (3) feet in width along and around the perimeter of all portions of Sprint's Improvements located on such Land (collectively, the "SPRINT BUFFER ZONESprint Buffer Zone"); provided, however, that the Sprint Collocator acknowledges Collocators acknowledge and agrees agree that (i) with respect Sprint's Improvements located on the Land at any Site on the Effective Date, the Sprint Buffer Zone is hereby established only to the extent it exists on any Site as of the Effective Date, (ii) with respect to the portions of Sprint's Improvements consisting of cable runs, the Sprint Buffer Zone need not necessarily include an area three (3) feet in width around the perimeter thereof so long as the applicable Sprint Collocator has reasonable access to such portions of Sprint's Improvements for the purposes of maintenance, repair and replacement thereof. If the Sprint Buffer Zone (coupled with applicable zoning, setback or other Laws or terms in the applicable Ground Lease or agreements with other Tower Subtenants) effectively limits Lessee's ability to lease, license or otherwise allow space at a Site to be used by a prospective Tower Subtenant in a commercially reasonable manner, then the Lessee may, by written notice to the applicable Sprint Collocator, request such Sprint Collocator to reduce the size of the Sprint Buffer Zone to accommodate the reasonable requirements of such prospective Tower Subtenant. Each such request shall be accompanied by reasonable information that will enable the Sprint Collocator to determine the nature and location of the requested reduction and the extent of the proposed encroachment into the Sprint Buffer Zone, and each Sprint Collocator agrees to not unreasonably withhold, condition or delay its consent to any such request. If any Sprint Collocator consents to such a reduction in the Sprint Buffer Zone, then such reduction shall be effective only during the period during which the permitted encroachment into the Sprint Buffer Zone exists, and at such time as the Improvements or Equipment at the applicable Site that encroach upon the Sprint Buffer Zone and are the subject of the permitted reduction are permanently removed, the Sprint Buffer Zone shall be reinstated to the extent it existed prior to the time of the permitted reduction. In addition, if at any time the applicable Sprint Collocator has ceased use of any portion of the Sprint Collocation Space on the Tower that contained Communications Equipment located outside the Sprint Tower Envelope on the Effective Date, then Lessee may, by written notice to the applicable Sprint Collocator, request such Sprint Collocator to permit Lessee to use such unused portion of the Sprint Collocation Space to accommodate the reasonable requirements of such prospective Tower Subtenant, and each Sprint Collocator agrees to not unreasonably withhold, condition or delay its consent to any such request.
(c) Notwithstanding anything in this Agreement to the contrary, (i) Lessor, Lessee and Sprint acknowledge and agree that certain Sites as identified on Exhibit A, are either being leased, subleased or otherwise made available by Lessor to Lessee or being operated by Lessee pursuant to this Agreement but are not subject to the sublease to or reservation by any Sprint Collocator of any Sprint Collocation Space (such Sites, along with any Site where the applicable Sprint Collocator exercises its Withdrawal Rights from and after the Withdrawal Date for such Site, the "NONNon-COLLOCATION SITESCollocation Sites"), and the duties and obligations of any Sprint Collocator in this Agreement regarding Sprint Collocation Space shall not be applicable to the Non-Collocation Sites and (ii) Lessee shall have no duties to Lessor or Sprint with respect to such Non-Collocation Sites pursuant to Sections 6 and 25. On the Effective Date, the number of Sites either subleased back or otherwise made available to the applicable Sprint Collocator is 3,373shall not be less than the number of Sites determined in accordance with the methodology set forth in Section 2.6(h) of the Agreement to Lease and Sublease.
(d) Each Sprint Collocator will, at all times during the Term as to any Site, at such Sprint Collocator's sole cost and expense, keep and maintain Sprint's Communications Equipment and Sprint's Improvements in a structurally safe and sound condition and in working order.
(e) Without limiting any of Lessee's rights or obligations under this Agreement, Lessee acknowledges and agrees that Lessee will not engage, nor will it permit any Tower Subtenant to engage, in any conduct or activity that might reasonably be expected to interfere (excluding electrical interference which will be governed by Section 15) with the Sprint Collocator's peaceful and quiet enjoyment of the Sprint Collocation Space or the use and operation of the Sprint Collocator of Sprint's Communications Equipment at such Site. Notwithstanding anything to the contrary herein, in no event shall Lessee be required to enforce any rights against or resolve any disputes with a Tower Subtenant who at the time of such enforcement action or dispute is an Affiliate of Sprint.
(f) Without limiting the rights or obligations of any Sprint Collocator under this Agreement, each Sprint Collocator acknowledges and agrees that it will not engage, nor permit its Affiliates to engage, in any conduct or activity that might reasonably be expected to interfere (excluding electrical interference which will be governed by Section 15) with Lessee's or any Tower Subtenant's peaceful and quiet enjoyment of its space on any Tower or the use and operation of Communications Equipment by any Tower Subtenant.
(g) Each Sprint Collocator agrees to indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims, paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection with the activities of such Sprint Collocator or any of its Affiliates in connection with any work at any applicable Site performed at by or at the direction of such Sprint Collocator or its Affiliates (but not including any work at any Site that Lessee is required to perform pursuant to this Agreement). The applicable Sprint Collocator shall restore any property damage to any Site or appurtenant property or any access roads thereto in connection with any such work caused by motor vehicles, trucks or heavy equipment of such Sprint Collocator, any of its employees, agents, contractors or designees. If such restoration work is not performed by such Sprint Collocator within fifteen (15) days after written notice from Lessee (or if not capable of being performed within such fifteen (15) day period, then within a reasonable period of time provided that the Sprint Collocator is actively and diligently pursuing completion of such restoration work), Lessee may, but shall not be obligated to perform such work on behalf of an for the account of such Sprint Collocator, and such Sprint Collocator shall reimburse Lessee for the costs of such restoration work within fifteen (15) days after demand thereof, together with reasonable evidence of the incurrence of such costs.
(h) Lessee agrees to and does hereby waive and relinquish any lien of any kind and any and all rights, including levy, execution and sale for unpaid rents, that Lessee may have or obtain on or with respect to any of Sprint's Communications Equipment.
Appears in 1 contract
Sources: Agreement to Contribute, Lease and Sublease (Sprint Corp)
Sprint Collocation Space. (a) Lessor, Sprint Collocator and Lessee expressly acknowledge that, at all times during the Term as to each Master Lease Site, the Sprint Collocation Space of each Master Lease Site will be deemed to be leased, subleased or otherwise made available by Lessor to Lessee, and subleased back or otherwise made available to Sprint Collocator, pursuant to this Agreement, and the Sprint Collocation Space at each Pre-Lease Site will be deemed reserved for or otherwise be made available to Sprint Collocator pursuant to this Agreement, in each case for the exclusive possession and use by Sprint Collocator and its Affiliates and permitted transferees, whether or not such Sprint Collocation Space is now or hereafter occupied. As a part of the Sprint Collocation Space of each Site, Lessee also grants to Sprint Collocator as to each Master Lease Site, and Sprint Collocator reserves and shall at times retain (for the benefit of Sprint Collocator or any of its Affiliates and except to the extent limited by any restrictions contained in any applicable Ground Lease, the Permitted Encumbrances or by Law): (i) a non-exclusive right and easement (over the surface of the Site), but subject to the terms of this Agreement, the Ground Leases, the rights of Tower Subtenants, any other agreements affecting the Site existing prior to the Effective Date (not entered into by Lessee or its Affiliates) and such commercially reasonable rules and regulations as Lessee may from time to time propagate (such rules and regulations to be applied uniformly by Lessee between Sprint Collocator and Tower Subtenants) and applicable Laws, for ingress to and egress from the entire Site, and access to the entire Tower and all Improvements to such Site and Tower, at such times (on a 24-hour, seven (7) day per week basis unless otherwise limited by the Ground Lease), to such extent, and in such means and manners (on foot or by motor vehicle, including trucks and other heavy equipment), as Sprint Collocator deems reasonably necessary in connection with its full use and enjoyment of the Sprint Collocation Space, including, without limitation, a right to construct, install, use, operate, maintain, repair and replace its Communications Equipment on the applicable Sprint Collocation Space; and (ii) the right, exercisable only during periods during which Sprint Collocator is actively performing work at a Site (and subject to the terms of the applicable Ground Lease and applicable Laws), to use any unoccupied portion of the ground space at the applicable Site for purposes of temporary location and storage (but only during the period of the performance of such work at such Site) of any of its Communications Equipment and for performing any repairs or replacements (provided that such use and occupancy of any unoccupied portion of a Site will not materially adversely affect the use and occupancy by, or interfere with the operations of, a Tower Subtenant or Lessee of the Site, and, provided further that Sprint Collocator will be required to remove any of its stored Communications Equipment on any unoccupied portion of the Site upon fifteen (15) days prior written notice from Lessee if such unoccupied portion of the Site is under sublease or other occupancy arrangement with a Tower Subtenant that is prepared to take occupancy of such portion of the Site or is otherwise required for use by Lessee for work or storage at such Site); and (iii) a non-exclusive right and easement for the use, operation, maintenance, repair and replacement of all utility lines, Equipment and appurtenances now existing and located on the Site and providing electrical and any other utility service to Sprint's Communications Facility on the Site, which right and easement includes the right of Sprint Collocator and its agents, employees and contractors to enter upon the Site to repair, maintain and replace such utility facilities.
(b) Notwithstanding the foregoing provisions of this Section 6, except in the event of an Emergency, Sprint Collocator shall give Lessee at least ten (10) days prior written notice of its intention to undertake any activity that involves having Sprint Collocator or its contractors, subcontractors, engineers, agents, advisors, consultants, representatives, or other Persons authorized by Sprint Collocator to (i) climb the Tower at any Site (and in the event of an Emergency Sprint Collocator will provide such notice of having climbed the Tower promptly after performed such act), (ii) perform construction or maintenance activities that might reasonably be expected to temporarily or permanently affect access or use of a Site or (iii) involves the use of heavy equipment. No representation is made by Lessee with respect to whether any Sites are accessible by trucks or other heavy equipment or are currently capable of being utilized by same, and Lessee shall have no obligation to Sprint Collocator to build access roads that are accessible by trucks or other heavy equipment or to prepare the Site to be utilized by same; provided, however, that Lessor will be required to maintain in such order and repair as would be required under industry standards such access roads existing as of the Effective Date and agrees not to take any action (except as required by Law, a Governmental Authority, the applicable Ground Lease existing prior to the Effective Date, any Collocation Agreement existing prior to the Effective Date or other agreement affecting the Site existing prior to the Effective Date (and not entered into by Lessee or its Affiliates)) that would materially diminish or impair any means of access to any Site existing as of the Effective Date. The Sprint Collocation Space at each Site, on the Land constituting a portion of such Site, shall include an additional unobstructed buffer area three (3) feet in width along and around the perimeter of all portions of Sprint's Improvements located on such Land (collectively, the "SPRINT BUFFER ZONE"); provided, however, that Sprint Collocator acknowledges and agrees that (i) with respect Sprint's Improvements located on the Land at any Site on the Effective Date, the Sprint Buffer Zone is hereby established only to the extent it exists on any Site as of the Effective Date, (ii) with respect to the portions of Sprint's Improvements consisting of cable runs, the Sprint Buffer Zone need not necessarily include an area three (3) feet in width around the perimeter thereof so long as Sprint Collocator has reasonable access to such portions of Sprint's Improvements for the purposes of maintenance, repair and replacement thereof. If the Sprint Buffer Zone (coupled with applicable zoning, setback or other Laws or terms in the applicable Ground Lease or agreements with other Tower Subtenants) effectively limits Lessee's ability to lease, license or otherwise allow space at a Site to be used by a prospective Tower Subtenant in a commercially reasonable manner, then the Lessee may, by written notice to Sprint Collocator, request Sprint Collocator to reduce the size of the Sprint Buffer Zone to accommodate the reasonable requirements of such prospective Tower Subtenant. Each such request shall be accompanied by reasonable information that will enable Sprint Collocator to determine the nature and location of the requested reduction and the extent of the proposed encroachment into the Sprint Buffer Zone, and Sprint Collocator agrees to not unreasonably withhold, condition or delay its consent to any such request. If Sprint Collocator consents to such a reduction in the Sprint Buffer Zone, then such reduction shall be effective only during the period during which the permitted encroachment into the Sprint Buffer Zone exists, and at such time as the Improvements or Equipment at the applicable Site that encroach upon the Sprint Buffer Zone and are the subject of the permitted reduction are permanently removed, the Sprint Buffer Zone shall be reinstated to the extent it existed prior to the time of the permitted reduction. In addition, if at any time Sprint Collocator has ceased use of any portion of the Sprint Collocation Space on the Tower that contained Communications Equipment located outside the Sprint Tower Envelope on the Effective Date, then Lessee may, by written notice to Sprint Collocator, request Sprint Collocator to permit Lessee to use such unused portion of the Sprint Collocation Space to accommodate the reasonable requirements of such prospective Tower Subtenant, and Sprint Collocator agrees to not unreasonably withhold, condition or delay its consent to any such request.
(c) Notwithstanding anything in this Agreement to the contrary, (i) Lessor, Lessee and Sprint acknowledge and agree that certain Sites as identified on Exhibit A, are either being leased, subleased or otherwise made available by Lessor to Lessee or being operated by Lessee pursuant to this Agreement but are not subject to the sublease to or reservation by Sprint Collocator of any Sprint Collocation Space (such Sites, along with any Site where Sprint Collocator exercises its Withdrawal Rights from and after the Withdrawal Date for such Site, the "NON-COLLOCATION SITES"), and the duties and obligations of Sprint Collocator in this Agreement regarding Sprint Collocation Space shall not be applicable to the Non-Collocation Sites and (ii) Lessee shall have no duties to Lessor or Sprint with respect to such Non-Collocation Sites pursuant to Sections 6 and 25. On the Effective Date, the number of Sites either subleased back or otherwise made available to Sprint Collocator is 3,373188.
(d) Sprint Collocator will, at all times during the Term as to any Site, at Sprint Collocator's sole cost and expense, keep and maintain Sprint's Communications Equipment and Sprint's Improvements in a structurally safe and sound condition and in working order.
(e) Without limiting any of Lessee's rights or obligations under this Agreement, Lessee acknowledges and agrees that Lessee will not engage, nor will it permit any Tower Subtenant to engage, in any conduct or activity that might reasonably be expected to interfere (excluding electrical interference which will be governed by Section 15) with Sprint Collocator's peaceful and quiet enjoyment of the Sprint Collocation Space or the use and operation of Sprint Collocator of Sprint's Communications Equipment at such Site. Notwithstanding anything to the contrary herein, in no event shall Lessee be required to enforce any rights against or resolve any disputes with a Tower Subtenant who at the time of such enforcement action or dispute is an Affiliate of Sprint.
(f) Without limiting the rights or obligations of Sprint Collocator under this Agreement, Sprint Collocator acknowledges and agrees that it will not engage, nor permit its Affiliates to engage, in any conduct or activity that might reasonably be expected to interfere (excluding electrical interference which will be governed by Section 15) with Lessee's or any Tower Subtenant's peaceful and quiet enjoyment of its space on any Tower or the use and operation of Communications Equipment by any Tower Subtenant.
(g) Sprint Collocator agrees to indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims, paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection with the activities of Sprint Collocator or any of its Affiliates in connection with any work at any applicable Site performed at by or at the direction of Sprint Collocator or its Affiliates (but not including any work at any Site that Lessee is required to perform pursuant to this Agreement). Sprint Collocator shall restore any property damage to any Site or appurtenant property or any access roads thereto in connection with any such work caused by motor vehicles, trucks or heavy equipment of Sprint Collocator, any of its employees, agents, contractors or designees. If such restoration work is not performed by Sprint Collocator within fifteen (15) days after written notice from Lessee (or if not capable of being performed within such fifteen (15) day period, then within a reasonable period of time provided that Sprint Collocator is actively and diligently pursuing completion of such restoration work), Lessee may, but shall not be obligated to perform such work on behalf of an for the account of Sprint Collocator, and Sprint Collocator shall reimburse Lessee for the costs of such restoration work within fifteen (15) days after demand thereof, together with reasonable evidence of the incurrence of such costs.
(h) Lessee agrees to and does hereby waive and relinquish any lien of any kind and any and all rights, including levy, execution and sale for unpaid rents, that Lessee may have or obtain on or with respect to any of Sprint's Communications Equipment.
Appears in 1 contract