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Agreement, ZAYO agrees that it has or will obtain prior to the Acceptance Date for the County
<br />Dark Fibers described in a Service Order, and will maintain during the Service Term for such
<br />County Dark Fibers, all Underlying Rights necessary for ZAYO's construction, installation,
<br />maintenance and repair of the ZAYO System and for ZAYO's grant to County of the use of the
<br />County Dark Fibers in the manner contemplated by this Agreement. ZAYO shall not be in
<br />breach of the representation and warranty in the preceding sentence during any period when
<br />ZAYO is seeking to renew or extend existing Underlying Rights, and. such Underlying Rights
<br />have not yet been renewed or extended, and the grantor of such Underlying Rights has not given
<br />ZAYO notice of default under or non -renewal of the Underlying Rights; provided, however, that
<br />(i) County's use of the County Dark Fibers is not in any way impacted or impaired by such
<br />delays and (ii) ZAYO agrees to indemnify, defend, protect and hold harmless the County
<br />Indemnified Persons from and against, and assumes liability for, all Claims arising out of or
<br />related to such delays. The Dark Fiber IRU is subject to the terms of ZAYO's Underlying
<br />Rights, and subject to the terms under which ZAYO's Underlying Rights are owned or held by
<br />the grantor of the Underlying Rights, including covenants, conditions, restrictions, easements,
<br />reversionary and other interests, bonds, mortgages and indentures, and. other matters, whether or
<br />not of record, and to the rights of tenants and licensees in possession. The Dark Fiber IRU
<br />granted hereunder is further subject and subordinate to the prior right of the grantor of ZAYO's
<br />Underlying Rights to use the rights-of-way for other activities, including railroad operations,.
<br />telecommunications uses, pipeline operations or any other purposes, and to the prior right of
<br />ZAYO to use its rights granted under ZAYO's Underlying Rights.
<br />11.2 Relocation. If, after the Acceptance Date with respect to any Segment, ZAYO is
<br />required by a third .Person with legal authority to so require (including the grantor of an
<br />Underlying Right) or by the occurrence of an Event of Force Majeure, or if County agrees to.
<br />relocate any portion of the ZAYO System, with respect to such Segment, including any of the
<br />facilities used or required in providing the Dark Fiber IRU, ZAYO shall have the right either to
<br />proceed with such relocation, including the right, in good faith, to reasonably determine the
<br />extent of, the timing of, and methods to be used for such relocation, or (if applicable) to pay such
<br />amounts to the Person requiring such relocation as are necessary to avoid the need for such
<br />relocation. In the event of any such relocation, ZAYO shall use commercially reasonable efforts
<br />to minimize any service interruptions. County shall pay its Pro Rata share of the costs to either
<br />relocate such Segment or payment for the avoidance of relocation of such Segment.
<br />12. Operation and Use of the ZAYO System
<br />12.1 County's Operations. County shall use and operate the County Dark Fibers, the
<br />County Equipment, and maintain, repair and replace the County Equipment, in compliance with
<br />and subject to the Permits applicable to County. Notwithstanding anything to the contrary
<br />contained herein, it shall be County's sole responsibility to secure, or cause to be secured, prior
<br />to the Acceptance Date for each Segment, and maintain in full force and effect during the Tenn,
<br />any and all Underlying Rights and Permits that are necessary or required to be obtained by
<br />County for the use and operation of the County Dark Fibers, the County Equipment by County.
<br />Upon request of ZAYO, County will deliver to ZAYO copies of such County Underlying Rights
<br />and Permits.
<br />12.2 No Liens. ZAYO agrees and acknowledges that it has no right to use the County
<br />Dark Fibers during the Term hereof and that, from and after the Acceptance Date for any County
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<br />Anoka County Master Fiber IRU 8.14.10
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