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12.1 Customer represents, warrants, and covenants that it will use the Dark Fiber in
<br /> compliance with and subject to all applicable government codes, ordinances, laws, rules, and
<br /> regulations. Notwithstanding anything to the contrary contained herein, Customer shall secure,
<br /> prior to the IRU Effective Date with respect to each Segment and maintain in full force and effect
<br /> during the Term, any and all necessary approvals, consents, rights of way, permits, franchises,
<br /> licenses or similar approvals from all governmental and other authorities which are necessary or
<br /> required to be obtained by Customer for the CITY to grant the IRU to Customer and for the use
<br /> and operation of the Dark Fiber by Customer.
<br /> 12.2 Subject to the limitations set forth in this Agreement, Customer may use the Dark
<br /> Fiber for lawful broadband purposes including, but not limited to voice, data, and video
<br /> transmission services. Customer agrees and acknowledges that it has no right to use any of the
<br /> fibers that are part of the Fiber System, other than the Dark Fiber secured by this IRU. Customer
<br /> shall keep any and all of the Fiber System free from any liens, rights or claims of any third party
<br /> attributable to Customer.
<br /> 12.3 Customer and CITY shall promptly notify each other of any matters pertaining to,
<br /> or the occurrence (or impending occurrence) of, any event which would be reasonably likely to
<br /> give rise to any damage or impending damage to or loss of the Fiber System, or traffic thereon,
<br /> that are known to such Party. Customer and CITY each agree to cooperate with and support the
<br /> other in complying with any requirements applicable to their respective rights and obligations
<br /> hereunder.
<br /> 12.4 Customer shall not use its broadband systems in a way that interferes in any way
<br /> with or adversely affects the use of the fibers or cable of any other person using the Fiber System.
<br /> Customer acknowledges that the Fiber System includes or will include other participants,
<br /> including the CITY and other owners and users of broadband systems.
<br /> 12.5 If Customer elects to abandon use of the Dark Fiber after the first 20-year term of
<br /> this agreement, it shall notify CITY in writing of the effective date of the abandonment. Customer
<br /> will not be entitled to a refund of any portion of the prepaid IRU Fee. After the date of
<br /> abandonment, Customer's liability for Maintenance Fees with respect to the abandoned route
<br /> miles will end ninety(90)days from the date that Customer delivers written notice of abandonment
<br /> to CITY. Customer will remain liable for all fees associated with returning Dark Fiber to its initial
<br /> state, as it was prior to Customer Interconnections and prior to customer purchase of Dark Fiber.
<br /> ARTICLE 13
<br /> INDEMNITY
<br /> Customer shall indemnify and hold harmless the CITY, its Affiliates, and all officers,
<br /> directors, employees, stockholders, partners and agents of the CITY and its Affiliates
<br /> "Indemnified Parties") from and against any and all claims, demands, costs, damages, losses,
<br /> liabilities, joint and/or several, expenses of any nature including reasonable attorneys',
<br /> accountants', and experts'fees and disbursements, and judgments,fines, settlements and other
<br /> amounts ("Damages") arising from any and all civil, criminal, administrative or investigative
<br /> claims, demands, actions, suits or proceedings ("Claims") relating to or arising out of:
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