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to the Fiber System, the right to encumber the Fiber System in any manner, or the right to use <br /> any other portion of the Fiber System, except as expressly set forth herein. <br /> 3.3 CITY shall retain legal title in the fiber assets throughout the duration of the IRU, <br /> and nothing in this agreement shall convey any legal title to real or personal property, nor shall it <br /> create any security interest in said property. CITY represents, warrants, and agrees that, for all <br /> purposes, including, without limitation, for purposes of Section 541(d) of the Bankruptcy Code, <br /> with the granting of the Dark Fiber IRU hereby, CITY transfers its equitable interest in the Dark <br /> Fiber to Customer for the Term and retains any legal title. <br /> ARTICLE 4 <br /> PAYMENT <br /> 4.1 In consideration of this agreement for the CITY to grant this IRU to Customer, <br /> Customer agrees to pay to CITY a non-recurring fee for each Segment as set forth in Exhibit A <br /> ("IRU Fee"). The IRU Fee is due and payable on the execution date of this agreement. <br /> 4.2 Also in consideration of this agreement,for the CITY to grant this IRU to Customer, <br /> Customer agrees to pay to CITY a recurring annual maintenance fee for each fiber mile as set <br /> forth in Exhibit A. <br /> 4.3 Total prepayment amount for this IRU agreement is set forth in Exhibit A. This <br /> advance payment is due upon the execution of this agreement and signed by both parties. <br /> 4.4 In addition to the amounts payable under Sections 4.3, Customer shall pay directly <br /> or reimburse CITY for all other sums, costs, fees, and expenses incurred to complete any <br /> additional work requested in writing by Customer related to this Agreement including, but not <br /> limited to, hand hole placement, conduit work, or splicing. For any such additional work, CITY <br /> will propose the scope of work and cost to the Customer and mutually work with the Customer on <br /> the final design and cost of such work. <br /> 4. 5 If Customer fails to make any payment under this Agreement when due, then, in <br /> addition to such sum and to any other rights and remedies that CITY may have, Customer shall <br /> pay Interest on such unpaid amount at the Interest Rate defined and set forth in Exhibit A. <br /> Customer's obligation to pay any amounts under this Agreement shall not be subject to any rights <br /> of set-off, counterclaim, deduction, defense or other right that Customer may have against CITY <br /> or any other Person. <br /> ARTICLE 5 <br /> CONFIGURATION OF THE FIBER SYSTEM <br /> 5.1 CITY shall have full and complete control and responsibility for determining any <br /> routing configurations of the Fiber System. CITY may route the Dark Fiber through any CITY <br /> facility in its reasonable discretion. Each Party shall have full and complete control and <br /> responsibility for determining network and service configurations or designs, re-grooming, <br /> 6 <br />