Agmt 2011 San Leandro Dark Fiber LLC (2)

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unenforceable unless an essential purpose of this License would be defeated by loss of the invalid or unenforceable provision. 12.8. Entire License; Amendments In Writing; Counterparts. This License contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous licenses and understandings, oral and written between the Parties with respect to such subject matter. This License may be amended only by a written instrument executed by the Parties or their successors in interest. This License may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one License. 12.9. Successors and Assigns; No Third -Party Beneficiaries. This License shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns; provided however, that neither Party shall transfer or assign (either directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise) any of such Party's rights hereunder by operation of law or otherwise without the prior written consent of the other Party, and any such transfer or assignment without such prior written consent shall be void. Subject to the immediately preceding sentence, this License is not intended to benefit, and shall not run to the benefit of or be enforceable by, any other person or entity other than the Parties and their permitted successors and assigns. This provision shall not preclude SL Dark Fiber from contracting with affiliates or third parties to provide telecommunications services using SL Dark Fiber's property in the Project. 12.10. Captions. The captions of the sections and articles of this License are for convenience only and are not intended to affect the interpretation or construction of the provisions hereof. SIGNATURES ON FOLLOWING PAGE. 1677047v4 20 Lit San Leandro Fiber Optic License