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DocuSign Envelope ID:46FB6A5F-14C8-47E7-916B-01A68856DE44
<br /> or governmental acts,fire,civil disturbance, strike,weather,any unauthorized access to or destruction or modification of the
<br /> Service,ii whole or input,any failuro ofheat,air conditioning,or power supply,or actor failure to act of Customer or anytbird
<br /> party using the Service,
<br /> 15, REGULATORY AND LEGAL CHANGES,POLL ATTACHMENT AND CONDUIT CHARGES,TARWF8, In the
<br /> event of any change in applicable law,regulation,decision,rule or order,including without limitation any increase in universal
<br /> service fees or other government imposed charges,that increases the costs or other terms of delivery of Service to Customer,or,in
<br /> the event of any increase in pole attachment or conduit charges applicable to any facilities used in providing fie Service,Customer
<br /> acknowledges and agrees that TWC may pass through to Customer any such increased costs,but only to the extent of the actual
<br /> increase,provided TWC notifies Customer at least thinly(30)days in advance of the increase, In such case,and if such increase
<br /> materially increases the fees clue by Customer hereunder for the applicable Service,Customermay,within thirty(30)days after
<br /> notification of such increase, terminate the affected Service without incurring termination liability,provided Customer notifies
<br /> TWC atleastfifteen(15)days it advance of the Customer's requested termination date,Further,in the event that TWC is required I
<br /> to file tariffs or rate schedules with a regulatory agency or otherwise publish rates in accordance with regulatory agency rules or
<br /> policies respecting the delivery of the Service or any portion thereof,and under applicable law,TWC is required to apply those j
<br /> rates to Customer's purchase of Service under this Agreement,thenthe terms setforth in the applicable tariff orrate schedule shall f
<br /> govern TWC's delivery of,and Customer's consumption or use of,the Service, Customer may terminate upon thirty(30)days j
<br /> written notlee to TWC and without liability any Service Order a ffected by such tariff if such tariff materially increases the fees due
<br /> by Customer thereunder, In addition,if TWC determines that offering or providing the Service,or any part thereof,has become
<br /> impracticable for legal or regulatory reasons or circumstances,then TWC may terminate this Agreement as to any or all of the
<br /> Service,and may terminate any affected Service Orders,without liability by giving Customer thirty(3 0)days prior written notice
<br /> (ninety(90)days if during the Initial Term) or any such shorter notice as is required by law or regulation applicable to such
<br /> determination,
<br /> 16, ENTWWAGRLEMENT, This Agreement,includingwlthoutlimitationtheCoverShootandall termsthatareIncorporated
<br /> herein by this reference,sets forth the entire agreement between the parties with respect to the subjectmatter hereof and supersedes
<br /> allprovious written or oral agreements or representations between the parties with respect hereto. In the event that TWC permits a
<br /> Customer to use its own standard purchase order form to order the Service,the parties hereby acknowledge and agree that the i
<br /> terms and conditions hereof shall provail notwithstanding any variance with the terms and conditions of any purchase order f
<br /> submitted'by Customer,and any difforent or additional terms contained in such purchase order shall have no fordo or effect,
<br /> 17 MISCELLANEOUS, This Agreement shall be governed and construed in accordance with the laws of the State of North
<br /> Carolina, excluding its conflicts of law principles, In the event that any portion of this Agreement is held to be invalid or
<br /> unenforceable,the invalid or unenforceable portion shall be construed in accordance with applicable law as nearly as possible to
<br /> reflect the original intentions of the parties sot forth herein,and the remainder of this Agreement shall remain in full force and j
<br /> effect, No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent broach or
<br /> default. Customer may not assign this Agreement without(lie prior written consent of TWC,and any assignment in violation of
<br /> this Section shall be null and void, TWC may assign its rights and obligations under this Agreement,including without limitation,
<br /> in whole or impart,to any Time Warner Cable Inc,affiliated party without the prior written approval of or notice to Customer. All
<br /> claims under this Agreement mustbe Initiated not later than two years after the claim arose, There are no third party beneficiaries
<br /> to this Agreement, Customor understands and agrees that,regardless of any such assignment,the rights and obligations of TWC
<br /> herein may accrue to,or be fulfilled by,any TWC affiliate,including without limitation Road Runner IloldCo LLC,as well as by
<br /> TWC and/or its subcontractors, The parties to this Agreement are independent contractors, Any notice under this Agreement shall
<br /> be given in writing and shall be doomed to have been given when actually receivedby the other party. Notices shall be delivered
<br /> to Customer and TWC Who respective addresses setforth above,or to such other address as is provided by one party to the other
<br /> in-writing, The provisions of Sections 6,7,9,1 0,11,12 and 17 shall survive the termination or expiration ofthis Agreement, No
<br /> modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by both parties, This
<br /> Agreement may be executed in counterparts,each of which shall be deemed an original and all of which together shall constitute
<br /> one and the samo instrument, Notwithstanding anything herein to the contrary,any party to this Agreement(and each employee,
<br /> representative,or other agent of such party)may disclose to any and all persons,without limitation of any kind,the tax treatment
<br /> and tax structure ofthe transaction and all materials of any kind(hicluding opinions and other tax analyses)that are provided to the
<br /> party relating to such tax treatment and tax structure,
<br /> i
<br /> TWC BUSINESS CLASS PROPRIETARY&CONFIDENTIAL S
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