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7.5 Notwithstanding anything herein to the contrary, in the event
<br />GRANTOR is unable to resolve any issue with respect to the
<br />continuation of the Underlying Rights in a manner
<br />reasonably acceptable to GRANTEE, GRANTEE may, with
<br />GRANTOR's advance written approval, which approval shall
<br />not unreasonably be withheld, delayed or conditioned (e g., if
<br />not allowed under any GRANTOR third party agreement),
<br />attempt to resolve the have directly with the grantor of such
<br />underlying rights. In such case GRANTEE agrees to use
<br />reasonable efforts to work with any other affected third
<br />parties also wilixing the GRANTOR System to ensure that all
<br />such parties will be able to continue to use the GRANTOR
<br />System in compliance the Underlying Rights.
<br />7.6 If neither GRANTOR nor GRANTEE is able to resolve any
<br />issue with respect to the continuation of the Underlying
<br />Rights in a manner reasonably acceptable to GRANTEE and
<br />GRANTOR is unable to provide substitute fibers acceptable
<br />to GRANTEE for use, then GRANTEE may terminate this
<br />Agreement with respect to the affected GRANTEE Fibers on
<br />no less than thirty (30) days' notice to GRANTOR, and
<br />GRANTOR shall promptly refund to GRANTEE a pro rata
<br />portion of any BUT Fee that has been paid for such affected
<br />fibers. For purposes hereof, GRANTEE's pro mta portion
<br />shall be determined by dividing the total of all IRU Fees paid
<br />for the affwlad GRANTEE Fibers by the number of months
<br />in the Term and maltiplyiag the product thereof by the
<br />number ofmonths remaining in the Term.
<br />8.0 USE OF GRANTOR SYSTEM
<br />8.1 GRANTEE may wee the GRANTEE Fibers for any lawful
<br />purpose and represents, warrants and covenants that it will
<br />use the GRANTEEFibers and Associated Property in
<br />compliance with and subject to all applicable government
<br />codes, ordinances, laws, rules and regulations.
<br />8,2 GRANTEE agrees and ackamviedges that it has no right to
<br />use any of the fibers Brat are part of the GRANTOR System,
<br />other than the GRANTEE Fibers. GRANTEE shall keep any
<br />and all of the GRANTOR System free from any liens, rights
<br />or claims of any third party attributable to GRANTEE,
<br />except ex permitted by SECTION I7.3 below.
<br />8.3 GRANTER and GRANTOR shall promptly notify each other
<br />of any matters pertaining to, or the occurrence (or impending
<br />occurrence) of, any event which would be reasonably likely
<br />to give rise to any damage or impending damage to or loss of
<br />the GRANTOR System that are known to such Party.
<br />SA GRANTEE shall not use its systems in away that materially
<br />interferes in any way with or adversely affects the use of the
<br />other fibers or cable ofthe GRA \TOR System or any other
<br />person using the GRANTOR System.
<br />8.5 GRANTEE and GRANTOR each ogee to cooperate with
<br />and support the other in complying with any requirements
<br />applicable to their respective rights and obligations
<br />hereunder.
<br />86 Notwithstanding anything to the contrary in this Agreement,
<br />each Party shall ensure that any and all activities it performs
<br />pursuant to this Agreement shall comply with all applicable
<br />laws. shall ha c limiting the generality of the foregoing, each
<br />Party s shall comply with all applicable provisions of it
<br />armipar at compensation laws, ii) unemployment
<br />compensation laws, iii) the Federal Social Security Law, iv)
<br />the Fair Labor Standards Act, and c) all laws, regulations,
<br />everstream
<br />roles, guidelines, policies, orders, permits, and approvals of
<br />any governuirml authority relating to environmental matters
<br />nadmor occupational safety.
<br />9.0 INDEMNIFICATION AND LIMITATION OF
<br />LIABILITY
<br />9.1 GRANTOR shall indemnify and hold GRANTEE and its
<br />directors, officers, agents, employees, members and partners
<br />(collectively, the °Indemnities), harmless from and against
<br />any and all liabilities, obligations, losses, damages,
<br />deficiencies, demands, claims, fines, penalties, interest,
<br />reredlalion costs, assessments, judgments, actions,
<br />proceedings and suits of whatever kind and nature, including
<br />without limitation, all reasonable expenses and costs
<br />incurred, including, but not limited to, reasonable mmneys'
<br />fees, whether in coup, out of court, in bankrupts ,
<br />administrative proceedings or on appeal brought by third
<br />Parties ( 'Claims'), that may be incurred by any one or more
<br />of the Inderomfices, arising out of, from or in connection with
<br />any act or omission of GRANTOR under this Agreement,
<br />including the death of any person, or any injuries or damage
<br />received or sustained by any person or property, any
<br />violation by GRANTOR of any Underlying Rights, or any
<br />infringement of the patent, copyright, trade secret or other
<br />proprietary right of any third person.
<br />9.2 Any Indemnitee seeking indemnification hereunder shall
<br />promptly provide written notice to the GRANTOR of the
<br />nature and amount of any Claims for which indemnification
<br />is sought pursuant to the Section 9.1 and the method and
<br />means proposed by the applicable Indenmttee for defending
<br />or satisfying such Claims. Failure of the Indemnitee to
<br />timely give such notice to the GRANTOR shall relieve the
<br />GRANTOR of its indemnity obligations hereunder only to
<br />the extent GRANTOR is actually damaged by such failure.
<br />GRANTOR shall, at no cost to Indenmitma, consult and
<br />cooperate with the Indemnities respecting the defense and
<br />settlearmtofsuch Claims. GRANTEGatGRANTOR'ssole
<br />cost and expense, shall have sole and exclusive control,
<br />including the selection of and direction to legal counsel for
<br />any action er litigation of me Claims and all negotiations fm
<br />the settlement or compromise of the Clainw. GRANTOR
<br />shall not take any action to settle, to compromise in
<br />otherwise make my payment, admission or statement to or
<br />for the benefit of any claimant without the Indenmitces'
<br />written convent.
<br />93 NOTWITHSTANDING ANY PROVISION OF THIS
<br />AGREEMENT TO THE CONTRARY, EXCEPT TO THE
<br />EXTENT CAUSED BY ITS GROSS NEGLIGENCE OR
<br />WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE
<br />LIABLE TO THE OTHER PARTY FOR ANY SPECIAL,
<br />INCIDENTAL, INDIRECT, PUNITIVE OR
<br />CONSEQURNTIAL COSTS, LIABILITIES OR
<br />DAMAGES, WHETHER FORESEEABLE OR NOT,
<br />ARISING OUT OF, OR IN CONNECTION WITH, SUCH
<br />PARTY'S PERFORMANCE OF ITS OBLIGATIONS
<br />UNDER THIS AGREEMENT. IN NO EVENT
<br />WHATSOEVER SWILL THE FOREGOING LIMITATION
<br />OF LIABILITY BE APPLICABLE TO GRANTOR'S
<br />INDEMNIFICATION OBLIGATIONS UNDER SECTION
<br />9.1
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