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unrestricted use, six (6) strands of the forty-eight (48) strands of dark fiber Licensee places in the
<br /> Licensed Conduit.
<br /> ARTICLE 7-INDEMNITY AND INSURANCE
<br /> 7.1 Indemnitv.
<br /> 7.1.1 Third-Partv Indemnification bv Licensee. Licensee shall indemnify, defend,
<br /> reimburse and hold harmless Licensor, its officers, agents, employees and contractors, and each of
<br /> them ("Licensor Indemnified Parties"), from and against any and all third-party demands, claims,
<br /> legal or administrative proceedings, losses, costs, penalties, fines, liens, judgments, damages and
<br /> liabilities of any kind ("Claims"),to the extent caused by or arising out of: (a)any failure by licensee
<br /> to faithfully observe or perform any of the terms,covenants or conditions of this Agreement, (b)the
<br /> use of the Licensed Conduit or any activities conducted thereon by Licensee, its officers, directors,
<br /> members, employees, agents, consultants, contractors or subcontractors (collectively, "Agents"),or
<br /> (c) any release or discharge, or threatened release or discharge, of any Hazardous Material caused
<br /> or allowed by Licensee or its Agents, on, in, under or about the Licensed Conduit.
<br /> 7.1.2 Third-Partv Indemnification bv Licensor. Licensor shall indemnify, defend,
<br /> reimburse and hold harmless Licensee, its officers, agents, employees and contractors, and each of
<br /> them ("Licensee Indemnified Parties"), from and against any and all demands, claims, legal or
<br /> administrative proceedings, losses, costs, penalties, fines, liens, judgments, damages and liabilities
<br /> of any kind ("Claims"), to the extent caused by or arising out of: (a) any failure by Licensor to
<br /> faithfully observe or perform any of the terms, covenants or conditions of this Agreement, (b) the
<br /> use by Licensor or its Agents of the dark fiber strands provided to Licensor by Licensee pursuant to
<br /> Section 6 of this Agreement, or (c) any release or discharge, or threatened release or discharge, of
<br /> any Hazardous Material caused or allowed by Licensor or its Agents, on, in, under or about the
<br /> Licensed Conduit
<br /> 7.1.3 Third-Partv Indemnification Procedure. In addition to each Party's obligation
<br /> to indemnify the other Party under this Section 7.1, the Parties specifically acknowledge and agree
<br /> that each of them has an immediate and independent obligation to defend the other from any claim
<br /> that actually or potentially falls within such Party's indemnification obligations even if such allegation
<br /> is or may be groundless,fraudulent or false,which obligation arises at the time such claim is tendered
<br /> to the indemnifying Party by the indemnified Party and continues at all times thereafter. The
<br /> indemnity obligations set forth in this Section 7.1 shall include, without limitation, reasonable
<br /> attorneys',experts'and consultants'fees and costs, investigation and remediation costs and all other
<br /> reasonable costs and expenses incurred by the indemnified Parties. This Section shall survive the
<br /> expiration or other termination of this Agreement.
<br /> 7.2 Insurance Reauirements. During the Term of this Agreement, Licensee shall maintain
<br /> the following insurance coverage:
<br /> ATTY/AGR/2015.149/ASTOUND CONDUIT ACCESS FOR SM COUNTY
<br /> REV:08-20-15 MLG
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