Agmt 2011 San Leandro Dark Fiber LLC (2)

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written consent, which shall not be unreasonably withheld. The City agrees and acknowledges that the purchasing entity shall have the right to use the portions of the Project that the City does not own to continue providing service to support any unexpired customer agreement for telecommunications services provided by SL Dark Fiber or any affiliate or third party with whom SL Dark Fiber has contracted to provide telecommunications services, provided such agreement satisfies the terms of this License and any extensions. 2.6. Termination. Abandonment or Expiration of License or Project. (a) This License may be terminated at any time by mutual agreement of the Parties. (b) Either party shall have the right to terminate this License upon the other Party's material breach of this License in which the breaching Party fails to commence a cure of such breach within ten (10) calendar days of written notice of default from the non - breaching party. SL Dark Fiber shall have the right to terminate this License, effective upon ten (10) days written notice to the City, if the results of its investigation into the feasibility of the Project or the Property inspection described in Sections 2.8 and 2.9 below are unsatisfactory or if SL Dark Fiber is unable to obtain other necessary approvals, certifications, rights or interests. Neither Party shall have the right to seek an award of damages as a result of the termination of this License pursuant to this Section 2.6(a). If SL Dark Fiber terminates this License prior to any portion of the Project becoming operational (i.e., the Project is capable of supporting telecommunications services), then ownership of any fiber optic cable or associated facilities already installed will transfer to the City. (c) After the first five (5) years of the Initial Term, the City shall have the right to terminate this License in the event that SL Dark Fiber abandons the Project for at least one hundred twenty (120) days. For purposes of.this Agreement, "abandons" or "abandonment" means the intent to absolutely surrender or relinquish the Project. Periods of disuse due to force majeure (defined above), or other events causing the Project to be unusable or in disrepair, shall not be interpreted or construed as abandonment. Force majeure is defined as any inability of a Party to perform because it is directly prevented or delayed by reason of strikes, lockouts, labor disputes, supply shortages, utility outages, civil disorders, actions of governmental authorities, actions of civil or military authority, national emergency, insurrection, riots, war, acts of God, fire, floods, epidemics, freight embargoes, power outages or other causes beyond the reasonable control of the party. The City shall attempt to contact SL Dark Fiber at the address contained herein for notices at least once per month during the 120 day period of asserted abandonment to notify SL Dark Fiber that the City believes the Project has been abandoned. (d) Both Parties acknowledge and agree that if telecommunications services are being provided to customers, any termination of this License (whether by mutual consent or due to breach) that would affect or terminate such telecommunications services is subject to 1677047v4 5 Lit San Leandro Fiber Optic License