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ATRUE COPY CERTIFICATION ON LAST PAGE J.R. SMITH, CLERK ARTICLE IV SCOPE OF LICENSE; AND LICENSE FEES 4.1 License of Fibers. The routes with respect to which the Licensor Fiber Optic Strands are configured will be described in Exhibit A, Route Diagram, which will be included to this License Agreement when the survey of the Licensor Facilities and/or Fiber Optic Strands is complete and accepted by LICENSOR. Notwithstanding anything to the contrary in this License Agreement, LICENSOR and LICENSEE agree that they will work together once the survey is complete and accepted by LICENSOR to resolve any operational issues, which include, but are not limited to, (i) operational repair; (ii) fiber outages; (iii) emergency repairs; and (iv) if reasonably necessary, the right of LICENSEE to perform repair work under the reasonable supervision of LICENSOR. LICENSOR shall provide LICENSEE not less than one hundred twenty (120) days prior notice of any proposed changes in right-of-way configurations that affect, in any material respect, the license granted under this Agreement. All of the Licensor Fiber Optic Strands are, or, to the extent not yet installed, will be, engineered and constructed in substantial compliance with Exhibit B. The following Exhibits, attached hereto, are by this reference incorporated herein: Exhibit A Route Diagram Exhibit B Fiber Specifications and connections Exhibit C Contact List and Outage Notice Form Exhibit D Sample Notice of Acceptance 4.2 Number of Fibers, License Fee and Payment. LICENSOR hereby licenses to LICENSEE, and LICENSEE hereby licenses from LICENSOR, exclusive use of certain Licensor Fiber Optic Strands previously used by LICENSOR in the operation of its electric system, which specifically consist of. (a) not less than twenty-four (24) Licensor Fiber Optic Strands previously used by LICENSOR for protection of all existing substations; and (b) not less than twenty (20) Licensor Fiber Optic Strands previously used by LICENSOR for supervisory control and data acquisition (SCADA) functions necessary in the operation of the substations and other electric utility assets. LICENSEE shall have the exclusive use of such Licensor Fiber Optic Strands along routes as set forth in Exhibit A, Route Diagram, at a License Fee of Four and 54/100 Dollars ($4.54) per Licensor Fiber Optic Strand per mile per month. Notwithstanding anything to the contrary herein: (a) in no event shall the maximum License Fee due and owing to LICENSOR for all Licensor Fiber Optic Strands exceed Twenty - Three Thousand Eight Hundred Forty-seven Dollars ($23,847.00) per month; and (b) LICENSOR shall reserve not less than two (2) spare Licensor Fiber Optic Strands for LICENSEE's use solely as set forth in Section 4.4, and LICENSEE's use shall be rolled to such spare fibers should any activity undertaken by LICENSOR pursuant to this License Agreement cause an outage on, or any impairment of, the Licensor Fiber Optic Strands originally licensed to LICENSEE hereunder. Upon exercising any option to extend this License Agreement as more fully described in Article III above, LICENSEE shall have the right in its reasonable discretion to relinquish its license to any of the Licensor Fiber Optic Strands licensed to LICENSEE hereunder and which constitute the subject matter of this License Agreement, and the License Fee thereafter due and owing shall be reduced proportionately. The License Fee paid hereunder shall be inclusive of all charges, and -3- 116402757.1