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EXHIBIT C <br />DARK FIBER INDEFEASIBLE RIGHT OF USE AGREEMENT <br />THIS DARK FIBER INDEFEASIBLE RIGHT OF USE AGREEMENT (the "IRU <br />Agreement ") is made as of the 18 t Iday of 0 c t o b e r , 2011 (the "Effective Date ") by and <br />between ATC Outdoor DAS, LLC ( "ATC" or "Grantor "), a Delaware limited liability company, <br />and the City of San Marcos, Texas, a Texas home -rule municipal corporation ( "City" or <br />"Grantee "). Grantor and Grantee may each be referred to as a "Party" or jointly as the "Parties." <br />RECITALS <br />WHEREAS, on 0 c t o b e r 18 , 2011, the San Marcos City Council approved the terms <br />and condition of the "Non- Exclusive License Agreement between the City of San Marcos and <br />ATC Outdoor DAS, LLC for the Use of Public Rights -of -Way" (the "License Agreement ") <br />which grants ATC access to municipal rights -of -way for the purpose of installing, maintaining <br />and operating a distributed antenna system (the "DAS Network ") in certain area of the City of <br />San Marcos, Texas as identified in Exhibit A of the License Agreement; and <br />WHEREAS, in the License Agreement, the Parties agreed to the execution of this IRU <br />Agreement, which shall become Exhibit C to the License Agreement; and <br />WHEREAS, it is the intent of the Parties that the City receive a sixty (60) year <br />indefeasible right to use six (6) fiber optic strands from the DAS Network as an in -kind <br />contribution under the License Agreement. <br />NOW, THEREFORE, pursuant to Section 21(c) of the License Agreement and in consideration <br />of the mutual promises set forth below, the receipt and sufficiency of which are hereby <br />acknowledged, the Parties hereby agree as follows: <br />1. DEFINITIONS <br />Except as hereinafter provided, terms used in this IRU Agreement shall have their usual <br />and customary meanings. Capitalized terms shall have the meanings set forth in this Article 1. <br />1.1 "Acceptance Date" means the date on which Grantor completes acceptance testing and <br />Grantee is deemed to have accepted facilities provided by Grantor under Section 4.1 of <br />this IRU Agreement. <br />1.2 "Associated Property" means the Required Rights, Cable Accessories, and Structures. <br />1.3 "Cable" means the fiber optic cable included in the System. <br />-1- <br />