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8. RISK OF LOSS; RESTORATION OR REPAIR OF LIGHT POLE
<br />In the event a Light Pole is damaged or destroyed, restoration of Licensor's use
<br />of a Light Pole shall take priority over Licensee's restoration of its use; provided,
<br />however, that Licensor shall not unreasonably delay Licensee's opportunity to restore
<br />the use of its Attachment. Licensor shall permit Licensee to make repairs to restore
<br />use of the Attachment, as long as such restoration efforts do not interfere with
<br />Licensor's restoration activities. In addition, Licensee shall fully cooperate with
<br />Licensor if Licensor performs any repairs or other work on the Light Pole, which work
<br />may require a temporary shutdown of Licensee's Attachment. The Licensor shall notify
<br />the Licensee at least 48 hours prior to planned repairs that will require a shutdown of
<br />the Licensee's Attachment.
<br />9. REGULATORY MATTERS
<br />To the extent that this Agreement is subject to the jurisdiction of any regulatory
<br />authority, Licensor and Licensee acknowledge that this Agreement may be subject to
<br />such changes, modifications or termination as that regulatory authority may direct
<br />from time to time in the exercise of its jurisdiction.
<br />10. INDEMNIFICATION AND LIMITATION OF LIABILITY
<br />a. Licensee shall indemnify, defend and hold harmless Licensor, its elected
<br />officials, staff, directors, invitees, employees, agents, contractors, successors and
<br />assigns, from any and all costs, liabilities, claims and expenses, including those from
<br />death or injury to any person or from a loss or damage to any real, personal or other
<br />property, to the extent arising from any negligent act or omission, by Licensee, or by
<br />any of Licensee's employees, agents, or contractors in performing this Agreement.
<br />b. Licensor shall indemnify, defend and hold harmless Licensee, its affiliates
<br />and each of their directors, invitees, employees, agents, contractors, successors and
<br />assigns, from any and all costs, liabilities, claims and expenses, including those from
<br />death or injury to any person or from a loss or damage to any real, personal or other
<br />property, to the extent arising from any negligent act or omission by Licensor, or by
<br />any of Licensor's employees, agents, or contractors in performing this Agreement.
<br />C. The indemnified Party shall promptly notify the indemnifying Party or of
<br />the existence of any matters to which indemnifying Party's indemnity obligations
<br />apply. Upon demand by indemnified Party, the indemnifying Party shall defend at its
<br />own expense with mutually acceptable counsel any such matter; provided that
<br />indemnified Party shall at all times also have the right to fully participate in the
<br />defense and consent to any settlement or compromise.
<br />d. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
<br />PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR
<br />PUNITIVE DAMAGES (INCLUDING LOSS OF THE OTHER PARTY'S CUSTOMERS
<br />OR GOOD WILL, OR LOST REVENUE OR PROFITS), FOR ANY CAUSE OF
<br />ACTION, WHETHER IN CONTRACT OR TORT, ARISING IN ANY MANNER FROM
<br />THIS AGREEMENT OR THE PERFORMANCE OR NON -PERFORMANCE OF
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