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J. Notwithstanding the forgoing, Portsmouth may, in its sole discretion, self- insure any of the
<br />required insurance under the same terms as required by this Agreement. However, if
<br />Portsmouth determines to do so, Chesapeake (Grantor) reserves the right to request and
<br />review Portsmouth's most current financial reports that indicate Portsmouth's retention
<br />funding and, Chesapeake will require and review certificates of insurance that identifies
<br />insurance limits and includes all applicable reinsurers. In the event Portsmouth elects to
<br />self - insure its obligation under this Agreement to include Grantor as an additional insured,
<br />the following conditions apply: (i) Grantor shall promptly and no later than one hundred
<br />and eighty (180) days after notice thereof provide Portsmouth with written notice of any
<br />claim, demand, lawsuit, or the like for which it seeks coverage pursuant to this Section and
<br />provide Portsmouth with copies of any demands, notices, summonses, or legal papers
<br />received in connection with such claim, demand, lawsuit, or the like; (ii) Grantor shall not
<br />settle any such claim, demand, lawsuit, or the like without the prior written consent of
<br />Portsmouth; and (iii) Grantor shall fully cooperate with Portsmouth in the defense of the
<br />claim, demand, lawsuit, or the like.
<br />Section 3.13 Liability of Chesapeake and Indemnification. Chesapeake, its officials,
<br />employees, agents, and attorneys, shall not be responsible for any liability of Portsmouth, any
<br />affiliated person or any other person, arising out of or in connection with the installation,
<br />maintenance, upgrade, repair or removal of facilities.
<br />Chesapeake and its officials, employees, agents, and attorneys shall have no liability to
<br />Portsmouth, any affiliated Person or any other Person for any special, incidental, consequential or
<br />other damages as a result of the exercise of any right of Chesapeake pursuant to this Agreement or
<br />applicable law, including, without limitation, the rights of Chesapeake to approve or disapprove
<br />the grant, termination, amendment, renewal or transfer of the Agreement, or to otherwise modify
<br />all of any part of this Agreement.
<br />To the extent permitted by law, Portsmouth agrees to indemnify, defend and hold harmless
<br />Chesapeake, its officers, employees and agents from and against all claims, demands, losses,
<br />damages, liabilities, fines, and penalties, and all costs and expenses incurred in connection
<br />therewith, including, without limitation, reasonable attorney's fees and costs of defense
<br />(collectively, the losses), arising out of any breach by Portsmouth of the terms and conditions of
<br />this Agreement, except to the extent proximately caused by the gross negligence or willful
<br />misconduct of Chesapeake, its officers, employees and agents. In addition, to the extent permitted
<br />by law, Portsmouth shall protect, indemnify, and hold harmless Chesapeake, its officers, agents,
<br />and employees, from any and all demands for fees, claims, suits, actions, causes of action, or
<br />judgments based on the alleged infringement or violation of any patent, invention, article,
<br />arrangement, or other apparatus that may be used in the performance of any work or activity arising
<br />out of the use of any fiber optic cabling facilities except to the extent proximately caused by the
<br />gross negligence or willful misconduct of Chesapeake, its officers, employees or agents.
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