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D. Chesapeake also requests access to Portsmouth's ROW to place Chesapeake conduit underground to interconnect its backbone network as depicted and summarized in Exhibit F to serve St. Julien's Creek Annex, attached hereto and incorporated herein by this reference. Portsmouth also agrees to allow Chesapeake limited access to its underground lateral conduit segment serving St. Juliann's Annex from its vault at the intersection of Hwy 17 and 239 for installation of a 24 -count fiber cable to avoid construction of separate conduit into the site. E. The Parties also desire to work together to jointly connect to the Telxius Cable Landing Station Virginia Beach, located at 1900 Corporate Landing Pkwy, using Chesapeake's backbone, and in partnership with the City of Virginia Beach, Virginia as reflected in Exhibit G. attached hereto and incorporated herein by this reference. Future routes and fiber requirements will be determined in the future, and shall governed by written amendments to this agreement executed by the parties. F. The Parties also desire mutually beneficial interconnects to Mid - Atlantic Broadband's (MBC) regional network for access to Ashburn and other major Points -of- Presence and have incorporated handholes near the NIBC interconnect locations at Tidewater Community College (TCC) Portsmouth / ODU Campus and Bowers Hill as indicated in Exhibit H. Future routes and fiber requirements will be determined in the future, and shall governed by written amendments to this agreement executed by the parties. G. To that end, the Parties desire to exchange such facilities in accordance with the terms and conditions set forth herein. NOW. THEREFORE. in consideration of the mutual co�'enants. terms. condition. Lind ohhi nations contained herein, and intending to he legally hound herehv. the Parties hereby agree as follows: ARTICLE I GENERAL TERMS Section 1.01 Incorporation of Recitals. The above recitals are true and correct and are incorporated herein by this reference as a part of this Agreement. Section 1.02 Definitions. For the purposes of this Agreement, the following terms are defined: A. "Claim' shall mean all suits, actions, damages, claims, losses, fines, judgments, costs, and expenses (including reasonable accountants', experts' fees and disbursements and costs of appeal) of any kind or character. B. "Chesapeake Fiber" shall mean the fiber -optic backbone and lateral network owned by the City of Chesapeake. C. "Conduit" means any materials, such as metal or plastic pipe, that protects wire, cable, lines, fiber optic cable, or other technology.