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<br />@.SouthNeslBm Bel 'iller' .~ <br /> <br />SW-9-'J2 <br />(Rev. 1-91) <br /> <br />infringement of copyright. Cor Ubel &Dd slander, for trespass. for unauthorized use ot television or radio broac1cast prograrr:s and <br />other program material. .nd from ..ad ...ain,t all claims. demands and costs, including attorneys' fees. (or i.nfrtngemeDt of patents <br />with respect to the manufacture, use and operation of Applicant's facilities in combination with poles, ancbors or go..:.., or <br />otherwise. <br /> <br />F. Applicant shall promptly advise the Telco aC all claims relating to damage of propeny or injury to or death of persons, arising or <br />alleged to have &risen in any manner, direc:Uy or indirectly, by the erection. maintenance, repair, replaceC'le~:. prese::lce. :.lse or <br />removal of tbe Applicant's facilities. Copies oC aU a.ccident reports and statements made to Applicant's insure: ~y thc Applicant or <br />others shall be promptly furnished at no cost to the Telco. <br /> <br />G. The Applicant shall indemnify, defend, and hold harmless the Telco from a.ny and aU claims, demands. causcs of action and <br />costs. including reasonable attorneys fees. wbicb arise directly or indirectly from any work: performed by Telco that was <br />necessitated by the erection, m.aintenance, presence. use or removal of Applicant's facilities or by their proximity to the facilities of <br />any other panies which are placed in tbe pole or ancbor a.ttachment or ancbor/guy strand utilization or any work: tbis Agreement <br />authorizes Telco to perform. <br /> <br />XIV. I:"Sl:RA:"CE <br /> <br />Applicant shall obtain and maintain in full force and effect. for so long as this Agreement remains in effect. insurance policies <br />specified in APPENDIX IV of this Aareement. Applicant shall submit to Telco adequate proof as detennined by Telco of insurance <br />by each company insuring Applicanl to the effect thai il has insured Applicant for all liabilities of Applicant covered by this <br />Agreement and that II will not cancel. change or materiaJ1y aller .ny such policy of insurance issued to Applicant cxcepl after 60 <br />days written notice to Telco. All insurl.nce requirements in accordance with APPENDIX IV must be in effect before Telco will <br />license any attachment to its poles, strands or anchors and shall remain in force until all of Applicant's facilities have been <br />removed from Telco's pole. strands or anchors. In the event that Applicant fails to obtain or maintain the required levels and types <br />of insurance coverl.ie. Telco may elect. in its sole discretion. to terminate this Agreement and all licenses issued hereunder. <br /> <br />XV. AUTHORIZATION NOT EXCLUSIVE <br /> <br />Telco shall have the right to grant. renew and extend n&hts and privileges to others nol parties to this Aa::reemect, by contract or <br />otherwise. to use any pole, anchor or anchor guy strand covered by this Agreement. Such rights shall not interfere with the specific <br />attachment rights provided by licenses issued pursuant to this Agreement. <br /> <br />XVI. ASSIGNME;o;T OF RIGHTS <br /> <br />A. Applicant shall not assign or traMfer this Aareement. any license issued pwsuant to this Aareement or a.ny authorization granted <br />by this Agreement. and this Apeemenl shall not inure to the benefit of Applicant's successors or &Ssips. without the prior written <br />consent of Telco. No a.5sicnment will be granted without 60 days prior written notice furnished by Applica.nt to Telco. <br />B. In the event such consent or consenls are &ranted by Telco, then the provisions of this Agreement shall apply and the Applicant <br />agrees to bind such successor and provide proof of the successor's assumption of the obliiations of this Agreement. Such <br />successors and assigns of the Applicant will be required. to pay a.n administration fee equal to the fee being charied. at that time for <br />the administration of new Agreements. <br />C. Applicant shall not sub-liceMe to a third pany or allow a third pany to utilize Telco's poles. anchors or strands. Such action shall <br />constitute a material breach of this Apeemenl. <br /> <br />XVII.FAILURE TO E;o;FORCE <br /> <br />FaUure o{ Telco to take action to enforce compliance with any o{ the terms or conditions of this Agreement or to give notice or <br />declare this Ajp'eement or any authorization jp'anted hereunder terminated shall not constitute a waiver or relinquishmeot of any <br />tenn or condition of this Apeement. but the same shall be and remain 1.1 all times i.n full force and etfeet. <br /> <br />XVIII. TERMINATION OF AGREEMENT <br /> <br />A. Should Applicant cease to make active use of Its facilities in the area covered by this Aareemenl. then a.1l o{ Applicant's rights, <br />privileaes and authorizations under this AITeemenl. includ1na all licenses issued hereunder. shall automatically terminate as of tbe <br />dale follow1..nathe final day that active use of sueb. facilities is ceased. <br />B. Telco shall have the riabt to terminate this entire Ai"ernent or any license issued hereunder whenever Applicant iJ in default of <br />any term of this Ap'eement, includinl but not limited to the followi.nl conditions: <br />1. I{ Applieant's eommUDieatiODl (aeillUes a.re used or maintained in violation of any law or in aid o{ any unlawful act or <br />undenakina: or <br />2. l{ Applicant attaches to any poles or utilizes any anehor/plY strands. without bavina first been issued a license therefor: or <br />3. If any authorization whieh may be required o{ the Applicant by any 10vemmentaJ or private authority for the construction. <br />operation and maintenanee of the Applicant's f&eillUes is denied or revolted; or <br />4. If the insurance camer shall at any time notify Teleo or Applicant that the policy or policies of insurance. required under <br />ARTICLE XIV hereof. will be caneeled or cbanled and if the requirements of ARTICLE XIV are Dot satisfied, this "'&reement <br />sball terminate upon the effeetive date of such cueeUalion or ebanae, unless tbe Teleo eleelS to take such action necessary to <br />keep policy in ef(eet. <br />S. If any occunenee sueh as act of war. government action. foree Majeure or act of God causes either pany, without fault or <br />nePaenee. to be unable to meet any or aU provisions of this Aareement. <br />C. Teleo will promptly notify AppHeanl in writina of any condition(s) applicable 10 Paralf.ph (B) above. Applicant sball take <br />immediate corrective action to ellmiDate any sucb condition(s) and shan confirm in wrilina to Telco within 30 days following <br />reetipt of sucb written Dotice that the cited. condition(s) bu (bave) ceased or been corrected. I{ Applicant fails to discontinue or <br />correct such conc1ition(s) anJ./or fails to give the required confirmation. Telco may iDlmec1iately terminate this Agreement. <br />D. In the event o{ termination ot this Apeement or any of Applicant's rishls. privileles or &uthorizatiollS hereunder. Applicant shall <br />remove its facilities from Telco's poles. anchors and strands wtthln 6 months from the dale of notification o{ termination: <br /> <br />Pl.g.6 of g <br />