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201402139
<br />personal property of the Operator, except that from the Effective Date, the internal wiring located within
<br />any building, which includes "cable home wiring" and "home run wiring "' (the "Internal Wiring ") and,
<br />without limitation, excludes set -top boxes, electronics, active components, and exterior Equipment, shall be
<br />deemed to be owned by and constitute the personal property of the Owner. Owner hereby grants to Operator
<br />the exclusive right to use the Internal Wiring during the Agreement Term and (i) shall not grant any other
<br />provider rights to use the Internal Wiring and (ii) shall prohibit other providers from using the same.
<br />Without limiting Operator's exclusive rights 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
<br />Internal Wiring interfere with the provision of Operator's Services, Owner shall eliminate such interference
<br />immediately. In the event (i) installation, repair, maintenance, or proper operation of the Equipment, and /or
<br />unhindered provision of the Services is not possible at any time as a result of interference, obstruction, or
<br />other condition not caused by Operator, or (ii) such interference, obstruction, or other condition (or the
<br />cause thereof) will have negative consequences to Operator's personnel safety or the Equipment, as
<br />Operator may determine in its sole discretion, Operator may terminate this Agreement without liability upon
<br />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
<br />it has the authority to execute this Agreement. The person signing this Agreement represents and warrants
<br />that he /she is Owner's authorized agent with full authority to bind Owner hereto. If any one or more of the
<br />provisions of this Agreement are found to be invalid or unenforceable, such invalid provision shall be
<br />severed from this Agreement, and the remaining provisions of this Agreement will remain in effect without
<br />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
<br />cures or commences to cure such breach during such 30 -day period and diligently proceeds with such cure
<br />(exercising commercially reasonable efforts). Neither party shall be liable to the other party for any delay or
<br />its failure to perform any obligation under this Agreement if such delay or failure is caused by the
<br />occurrence of any event beyond such party's reasonable control.
<br />5. Each party shall indemnify, defend and hold harmless the other against all liability, claims, losses,
<br />damages and expenses (collectively, "Liability "), but only to the extent that such Liability arises from any
<br />negligent or willful misconduct, breach of this Agreement, or violation of a third party's rights or applicable
<br />law on the part of the party from whom indemnity is sought. Each party seeking such indemnification shall
<br />use reasonable efforts to promptly notify the other of any situation giving rise to an indemnification
<br />obligation hereunder, and neither party shall enter into a settlement that imposes liability on the other
<br />without the other party's consent, which shall not be unreasonably withheld.
<br />6. Notwithstanding anything to the contrary stated hereunder, Operator and Owner will not be liable for any
<br />indirect, special, incidental, punitive or consequential damages, including, but not limited to, damages based
<br />on loss of service, revenues, profits or business opportunities.
<br />7. Owner agrees during the term of the Agreement not to provide bulk services on Premises from another
<br />provider. A violation of this Section 7 is an automatic default of the Agreement.
<br />1 The terms "cable home wiring and "home run wiring" are defined at 47 CFR §§ 76.5(11) and 76.800(d).
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