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201501021'
<br />2. Services; Equipment. Operator shall have the (i) nonexclusive right to offer and (ii) exclusive right to
<br />market the Services to residents of the Premises. Operator will install, maintain, and/or operate the
<br />Equipment in accordance with applicable law. The Equipment shall always be owned by and constitute the
<br />personal property of the Operator, except that from the Effective Date, the internal wiring located within any
<br />building, which includes "cable home wiring" and "home run wiring "' (the "Internal Wiring ") and, without
<br />limitation, excludes set -top boxes, electronics, active components, and exterior Equipment, shall be deemed
<br />to be owned by and constitute the personal property of the Owner. Owner hereby grants to Operator the
<br />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 cause
<br />thereof) will have negative consequences to Operator's personnel safety or the Equipment, as Operator may
<br />determine in its sole discretion, Operator may terminate this Agreement without liability upon written notice
<br />to Owner.
<br />3. Marketing Privileges. Operator shall have the exclusive right to promote the Services on the Premises
<br />by means of distribution of advertising materials, contacts, demonstrations of services, and direct sales
<br />presentations. Owner shall cooperate with Operator in all such promotions on an exclusive basis (including,
<br />without limitation, supplying, at Operator's request, current lists of the mailing addresses of the residents of
<br />the Property and allowing, at Operator's request, the display of advertising materials in common areas of the
<br />Property). Operator shall at all times conduct such promotional activities at reasonable times and in
<br />accordance with any applicable municipal ordinance. Owner shall use reasonable efforts to make available
<br />in the clubhouse or rental office or other similar location all current marketing publications pertaining to the
<br />Services, if such publications are provided to Owner by Operator and approved by Owner, such approval not
<br />to be unreasonably withheld or delayed, and Owner shall not permit the distribution or publication of
<br />marketing materials promoting alternative competitive services offered by other providers.
<br />4. Assignment. This Agreement shall be binding upon the parties and their respective successors,
<br />transferees, and assigns and, in the case of Owner (and its successors, transferees and assigns) shall also be
<br />binding upon any managing agent or homeowners association or other authorized representative duly
<br />empowered to act on behalf of Owner. This Agreement may be assigned by either party without the consent
<br />of the other party. An assignment by Owner shall not be valid hereunder nor release Owner from any
<br />obligations arising after such assignment unless and until the assignee in any such transaction assumes this
<br />Agreement in writing and Owner provides Operator with a copy of such written assumption by the
<br />transferee.
<br />5. Representations and Warranties. Owner represents and warrants that it is the legal owner of and the
<br />holder of fee title to the Premises; that it has the authority to execute this Agreement. The person signing this
<br />Agreement represents and warrants that he/she is Owner's authorized agent with full authority to bind
<br />Owner hereto. If any one or more of the provisions of this Agreement are found to be invalid or
<br />unenforceable, such invalid provision shall be severed from this Agreement, and the remaining provisions of
<br />this Agreement will remain in effect without further impairment.
<br />6. Breach of Agreement. In the event of a default by a party hereunder in addition to rights available at
<br />law or in equity, the non - defaulting party may (i) terminate the Agreement after 30 days prior written notice,
<br />unless the other party cures or commences to cure such breach during such 30 -day period and diligently
<br />1 The terms "cable home wiring and "home run wiring" are defined at 47 CFR §§ 76.5(11) and 76.800(d).
<br />2IPage
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