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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: <br /> (a) Any failure of Customer to observe or perform the terms and <br /> provisions of this Agreement; <br /> 11 <br />