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2012U1507
<br />the Operator, except that from the Effective Date, the internal wiring located within any building, which includes
<br />"cable home wiring" and "home run wiring" (the "Internal Wiring") and, without limitation, excludes set-top
<br />boxes, electronics, active components, and exterior Equipment, shall be deemed to be owned by and constitute the
<br />personal property of the (Jwner. Owner hereby grants to Operator the exclusive right to use the Internal Wiring
<br />during the Agreement Tenn and (i) shall not grant any other provider rights to use the Internal Wiring and (ii)
<br />shall prohibit other providers from using the same.
<br />Without limiting Operator's exclusive rigllts to use Internal Wiring and its Equipment, should either (A) an
<br />antenna, or signal amplification system or (B) any Owner modification, relocation of, and/or work on the Internal
<br />Wiring interfere with the provision of Operator's Services, Owner shall eliminate such interference immediately.
<br />In the event (i) installation, repair, maintenance, or proper operation of the Equipment, andlor unhindered
<br />provision of the Services is not possible at any time as a result of interference, obstruction, or other condition not
<br />caused by Operator, or (ii) such interference, obstruction, or other condition (or the cause thereo� will have
<br />i�egative consequences to Operator's personnel safety or the Equipment, as Operator may determine in its sole
<br />discretion, Operator may tenninate this Agreement without liability upon written notice to Owner.
<br />3. Owner represents and warrants that it is the legal owner of and the holder of fee title to the Premises; that it
<br />tias the authoriry to execute this Agreement. The person signing this Agreement represents and warrants that
<br />he/slie is Owner's authorized agent with full authority to bind Owner hereto. If any one or more of the provisions
<br />of this Agreement are found to be invalid or unenforceable, such invalid provision shall be severed from this
<br />Agreement, and the remaining provisions of this Agreement will remain in effect without further impairment.
<br />4. In the event of a default by a party hereunder in addition to rights available at law or in equity, the non-
<br />defaulting party may (i) terminate the Agreement after 30 days prior written notice, unless the other party cures or
<br />commences to cure such breach during such 30-day period and diligently proceeds with such cure (exercising
<br />commercially reasonable efforts). Neither party shall be liable to the other party for any delay or its failure to
<br />perfonn any obligation under this Agreement if such delay or failure is caused by the occurrence of any event
<br />beyond such party's reasonable control.
<br />5. Each party shall indemnify, defend and hold harmless the other against all liability, claims, losses, damages and
<br />expenses (collectively, "Liability"), but only to the extent that such Liabiliry arises from any negligent or willful
<br />misconduct, breach of this Agreement, or violation of a third party's rights or applicable law on the part of the
<br />party from whom indemnity is sought. Each party seeking such indemnification shall use reasonable efforts to
<br />promptly notify the other of any situation giving rise to an indemnification obligation hereunder, and neither party
<br />shall enter into a settlement that imposes liability on the other without the other party's consent, which shall not be
<br />unreasonably withheld.
<br />6. Notwithstanding anything to the contrary stated hereunder, Operator will not be liable for any indirect, special,
<br />incidental, punitive or consequential damages, including, but not limited to, damages based on loss of service,
<br />revenues, profits or business opportunities.
<br />� The terms "cable home wiring and "home run wiring" are defined at 47 CFR §§ 76.5(ll) and 76.800(d).
<br />- - Rev 07/30/08 2
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