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ARTICLE 16 <br /> TAXES FEES AND OTHER IMPOSITIONS <br /> 16.1 The parties acknowledge and agree that it is their mutual objective and intent to <br /> (a) minimize the aggregate Impositions payable with respect to the Fiber System, and (b)share <br /> such Impositions according to their respective interests in the Fiber System. They agree to <br /> cooperate with each other and coordinate their efforts to achieve such objectives in accordance <br /> with the provisions of this Article. <br /> 16.2 CITY shall be responsible for and shall timely pay any and all Impositions imposed <br /> or assessed prior to the Acceptance Date. <br /> 16.3 Following the first Acceptance Date, Customer shall be responsible for and shall <br /> pay(a)all Impositions imposed on,based on,or otherwise measured by the gross receipts,gross <br /> income, net receipts or net income received by or accrued to Customer with respect to the use of <br /> the Dark Fiber; or (b) all Impositions which have been separately assessed, allocated to, or <br /> imposed on the Dark Fiber including, but not limited to ad valorem property taxes and the Third <br /> Party Obligations. If the Dark Fiber is the only fiber located in a Cable from the point where the <br /> Cable leaves the Fiber System right-of-way to a Customer POP, Customer shall be solely <br /> responsible for any and all Impositions imposed on or with respect to such portion of the Fiber <br /> System. To the extent such Impositions are not separately assessed, allocated to or imposed on <br /> the Dark Fiber, CITY will pay, or request concurrent payment by CITY and Customer of, all such <br /> Impositions. CITY shall notify Customer of such Imposition, and Customer shall promptly <br /> reimburse CITY for(or pay concurrently) Customer's share of all such Impositions,which shall be <br /> determined as follows: <br /> (a) To the extent that such Impositions are calculated based on the revenue, projected <br /> revenue, receipts, income or profits of Customer or its Affiliates, Customer will be <br /> responsible for the portion of the amount of such Impositions as is calculated <br /> based on the revenue, projected revenue, receipts, income or profits of Customer <br /> or its Affiliates; <br /> (b) To the extent that such Impositions are calculated based on the revenue,projected <br /> revenue, receipts, income or profits of CITY or its Affiliates, CITY will be <br /> responsible for the portion of the amount of such Impositions as is calculated <br /> based on the revenue, projected revenue, receipts, income or profits of CITY or its <br /> Affiliates; <br /> (c) Otherwise, Customer will be responsible for its Proportionate Share of the <br /> Impositions and CITY will be responsible for its Proportionate Share of the <br /> Impositions. <br /> 16.4 CITY shall have the right to contest any Imposition (including by nonpayment of <br /> such Imposition). The out-of-pocket costs and expenses incurred by CITY in any such contest <br /> shall be shared by CITY and Customer in the same proportion as to which the parties would have <br /> shared in such Impositions as they were assessed. Any refunds or credits resulting from a contest <br /> brought pursuant to this Section 16.4 shall be divided between CITY and Customer in the same <br /> 13 <br />