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Owner, twenty-four (24) hours a day, seven (7) days a week, as may be required in connection with the
<br /> activities and uses described in this Agreement,and
<br /> (ii)a non-exclusive easement in,to, under and over portions of the Property substantially as shown and/or
<br /> described on Exhibit B-2 ("Access and Utility Easements;" Communication Easement and Access and
<br /> Utility Easements, collectively "Easements") for ingress and egress to and from the Communication
<br /> Easement and a publicly dedicated roadway, and for the installation, repair, replacement, improvement,
<br /> maintenance and removal of utilities providing service to the Communication Easement and the Facilities,
<br /> and any related activities and uses.
<br /> (b) The Parties agree that the Communication Easement includes, without limitation, (i) the portion of the
<br /> Property leased by Site Owner under the Existing Agreements,and(ii)the portion of the Property upon which
<br /> any Facilities are located on the Effective Date.
<br /> 2. Assignment of Existing Agreements. Site Owner transfers and assigns to Unison, as of the Effective Date, all
<br /> of its right, title and interest in, to and under the Existing Agreements, including without limitation, all rents,
<br /> security deposits and other monies due the Site Owner specified therein. The Parties intend that this Agreement
<br /> serve as an absolute assignment and transfer to Unison of all rents and other monies due the Site Owner pursuant to
<br /> the Existing Agreements. Unison assumes the obligations and liabilities of Site Owner under the Existing
<br /> Agreements only to the extent that such obligations and liabilities (i) are not the responsibility of the Site Owner
<br /> pursuant to the terms of this Agreement;and(ii)accrue on or after the Effective Date.
<br /> 3. Use of Easements. Consistent with the uses set forth in Section 1 above, Unison shall have the right to lease,
<br /> license, transfer or assign, in whole or in part, or permit the use of the Easements and/or its rights under this
<br /> Agreement by any third parties including communication service providers or tower owners or operators, and any
<br /> lessee or licensee under the Existing Agreements and the affiliates, agents, contractors, invitees and employees of
<br /> Unison and/or Unison's present or future lessees or licensees(collectively,"Customers").
<br /> 4. Term. This Agreement and the Easements shall be for a term of fifty(50)years commencing on the Effective
<br /> Date. Notwithstanding the foregoing, in the event Unison and Customers voluntarily cease to use the Easements(as
<br /> defined in Section 1)for a period of more than five years(for reasons other than casualty, condemnation or Act of
<br /> God), the Easements shall be deemed surrendered. Unison may surrender the Easements for any reason or at any
<br /> time by giving thirty(30)days' notice to Site Owner. Upon surrender,the costs associated herewith to be absorbed
<br /> by Unison,this Agreement shall be terminated,and Unison and Site Owner shall execute and record such documents
<br /> reasonably required to terminate the Easements. This Agreement may not be terminated by Site Owner.
<br /> 5. Improvements; Utilities. Unison and its Customers, may, at their discretion and expense, construct such
<br /> improvements in,to,under and over the Easements,consistent with the uses specified in Section 1,all of which shall
<br /> be deemed part of the Facilities. The Facilities shall remain the property of Unison and its Customers,as applicable,
<br /> and Site Owner shall possess no right, title or interest therein. In the event that utilities necessary to serve the
<br /> Facilities cannot be installed within the Easements, Site Owner agrees to cooperate(at no cost to Site Owner)with
<br /> Unison and to act reasonably and in good faith in granting Unison the right to locate such utilities on the Property
<br /> without requiring the payment of additional fees. If necessary,Site Owner shall,upon Unison's request,execute and
<br /> record a separate written easement with Unison or with the utility company providing the utility service to reflect
<br /> such right. Site Owner hereby irrevocably constitutes and appoints Unison as its true and lawful attorney-in-fact,
<br /> with full power of substitution and resubstitution, to apply for and obtain any and all licenses, permits, consents or
<br /> approvals which may be required in connection with the use of the Easements by Unison and as necessary to comply
<br /> with applicable laws,statutes or regulations.
<br /> 6. Taxes. Site Owner acknowledges that a portion of the purchase price delivered by Unison to Site Owner is for
<br /> and in consideration of the continuing obligation of Site Owner to pay, on or before the due date, all present and
<br /> future real property taxes,transfer taxes,penalties, interest,roll-back or additional taxes, sales and use taxes and all
<br /> other fees and assessments, regardless of the taxing method (the "Taxes") attributable to the Property, this
<br /> Agreement and the Easements. Without limiting the foregoing, except to the extent Taxes are the obligation of
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<br /> NORLEANS:590924.01662: 115227v1 (Washington)
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