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MASTER FIBER IRU AGREEMENT <br />THIS MASTER FIBER TRU AGREEMENT is made and entered into as of August <br />2010, ("Effective Date") by and between, Zayo Bandwidth, LLC, a Delaware .limited liability <br />company ("ZAYO"), and Anoka County, Minnesota, a body corporate and politic under the laws <br />of the State of Minnesota ("County"). <br />WHEREAS, ZAYO will construct and own a fiber optic communication system which <br />will include the County Dark Fibers (as defined below); and <br />WHEREAS, County desires to obtain from ZAYO, and. ZAYO desires to provide to <br />County,. the right to use the County Dark Fibers and to receive certain maintenance services as <br />described herein, all upon and subject to the terms and conditions contained in this Agreement. <br />NOW, THEREFORE, in consideration of the premises and mutual promises and <br />covenants contained herein, and for other good and valuable consideration, the receipt and <br />sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: <br />1. Definitions. <br />1.1 In addition to the terms defined elsewhere in this Agreement, the following <br />capitalized terms and derivatives thereof shall have the meanings respectively ascribed to them <br />in this Section 1.1. <br />"Acceptance Date" is defined in Section 7.2. <br />"Acceptance Specifications" is defined in Section 7.1. <br />"Affiliate" shall mean, with respect to any Person, any other Person, who directly or <br />indirectly controls, is controlled by, or is under common .control with that Person. As used in <br />• this definition, "control" means the possession, directly or indirectly, of the power to direct or <br />cause the direction of the management or policies -of a Person; whether by way of equity <br />ownership, contract or otherwise. <br />"Agreement" shall mean this Master Fiber TRU Agreement as amended, supplemented or <br />modified from time to time. <br />"Cable" shall mean fiber optic cable, the fiber optic strands contained therein (including <br />the County Dark Fibers), and any other communications transmission media which inay be <br />included in the ZAYO System, and associated splicing connections and splice boxes located in <br />the ZAYO System. <br />"Claims" is defined in Section 13.1. <br />"Confidential Information" shall mean, subject to Section 18.1(d); any data or <br />information that is of value to a Party and is not generally known to competitors of such Party. <br />2 <br />Anoka County Master Fiber TRU 8.14.10 <br />