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• During and after the Order Term, TWC may, at its option and in its sole discretion,
<br />substitute or change the Dark Fibers assigned to Customer.
<br />• During and after the Order Term, notwithstanding anything to the contrary contained in the
<br />Master Agreement, Customer covenants and agrees that Customer shall not, that Customer
<br />shall have no right to, and that TWC may enjoin Customer from any attempt to, assign, sell,
<br />lease, sublease, exchange, encumber, transfer, or grant an indefeasible right of use or other
<br />similar right or interest in the Dark Fibers.
<br />• The Dark Fiber Services are subject and subordinate to the terms of the rights, licenses,
<br />deeds, leases, permits, authorizations, franchises, rights of way, easements and other
<br />consents, rights, authorizations and approvals (collectively, the "Required Rights ") that are
<br />necessary for TWC to obtain in order to permit TWC to construct, acquire, install and keep
<br />installed, repair, and maintain the Dark Fibers and to provide the Dark Fiber Services to
<br />Customer. In the event of any expiration or other termination of a Required Right that is
<br />necessary to grant, continue, or maintain a Dark Fiber or provide the Dark Fiber Services in
<br />accordance with the terms and conditions hereof, the parties shall use commercially
<br />reasonable efforts to obtain an alternative solution. The parties shall share the costs of the
<br />alternative solution, including obtaining alternative Required Rights, as described below.
<br />Upon the expiration or termination of any Required Right that is necessary in order for TWC
<br />to provide the Dark Fiber Services in accordance with the terms hereof, and where TWC is
<br />unable to obtain alternative Required Rights, the affected Service Order shall automatically
<br />expire upon such expiration or termination of the Required Rights without any further duty or
<br />obligation on the part of TWC.
<br />• If TWC is required to, or deems it expedient to, relocate the Dark Fibers, or any portion
<br />thereof, TWC shall have the right to either proceed with such relocation, including, but not
<br />limited to, the right to reasonably determine the extent and timing of, and methods to be used
<br />for, such relocation, or to pay such amounts as are necessary to avoid the need for such
<br />relocation. Customer shall reimburse TWC for its proportionate share of any such costs
<br />(including amounts paid to relocate, or amounts paid to avoid the need to relocate, the Dark
<br />Fibers) related to any such relocation request (to the extent TWC has not been reimbursed
<br />by the relocating authority) allocated to Customer pro rata based on the number of Customer
<br />Dark Fibers and the total fiber count in the affected segments of the TWC network.
<br />• Upon termination or expiration of a Service Order for Dark Fiber Services, Customer shall
<br />promptly commence the removal and disconnection of Customer's facilities from the
<br />applicable Dark Fiber and shall complete such removal within sixty (60) days following such
<br />termination or expiration. If Customer's facilities are not removed within such period, then
<br />TWC may remove Customer's facilities and may invoice Customer for all costs associated
<br />with such removal.
<br />\NORTHVA - 068947/000023 - 529827 v2
<br />Attachment number 1
<br />F -4 Page 91
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