Agmt 2011 San Leandro Dark Fiber LLC (2)

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regulatory requirements and that they will comply with such regulatory requirements. In the event of abandonment, the City will not be bound to any agreements between SL Dark Fiber and and third parties or affiliates. (e) Ownership of the Project Upon Termination or Abandonment. Upon termination or expiration of this License, or abandonment of the Project ownership of the Project shall automatically transfer to the City. (f) Effect of Termination on License. Upon termination as provided herein, or upon the expiration of the Initial Term and any extensions thereof, this License shall forthwith be void, and there shall be no further liability or obligation on the part of either of the Parties or their respective officers, employees, agents or other representatives; provided however, that certain provisions of this License shall survive such termination, as specified herein. (g) Access to Unused Conduit Space. After the first five (5) years of the Initial Term the City may permit others access to unused conduit space and such access will not constitute a reduction in capacity of conduit specified for use by SL Dark Fiber. 2.7. Nonexclusive License. SL Dark Fiber understands that this License does not provide SL Dark Fiber exclusive use of the Property and that the City shall have the right to permit other providers of communications or other entities to install equipment or devices in or on the Property. However, in granting others a similar license for access to and use of the Property, or for the City's own use, the City agrees that it will not make or allow a subsequent change to the Property that materially affects SL Dark Fiber's ability to use the Property for the Project, including reducing the capacity of conduit specified for use by SL Dark Fiber, or that materially interferes with or degrades the services provided by SL Dark Fiber. 2.8. Inspection of Property; Right of Entry Agreement. At its sole discretion, SL Dark Fiber must inspect, examine, survey, and prepare any studies, surveys, plans, specifications and reports ( "SL Dark Fiber Studies ") that SL Dark Fiber deems necessary or desirable to determine the viability of the Project. Such studies may include, without limitation, marketing, feasibility, seismic and environmental studies, financial feasibility analyses and design studies. SL Dark Fiber's inspection, examination, survey and SL Dark Fiber Studies shall be at SL Dark Fiber's sole expense. SL Dark Fiber shall be responsible for obtaining the City's advance written permission for access to the Property as may be necessary to prepare the SL Dark Fiber Studies. SL Dark Fiber shall provide the City with a summary of the results of SL Dark Fiber Studies for the limited purpose of notifying the City that SL Dark Fiber has determined that the Property is suitable for the Project. After any necessary inspection, examination, survey or review SL Dark Fiber shall repair, restore and retum the Property to its condition immediately preceding SL Dark Fiber's entry therein at SL Dark Fiber's sole expense, unless otherwise directed by the City. The provisions of this Section 2.8 shall survive the expiration or earlier termination of this License. 2.9. AS -IS Conveyance. The City hereby grants this License to SL Dark Fiber for the Property in its "as -is" condition existing on the Effective Date, and SL Dark Fiber acknowledges that, except as otherwise expressly set forth in this License, the City makes no representations or warranties to SL Dark Fiber with regard to the condition of the Property or the fitness or 1677047v4 6 Lit San Leandro Fiber Optic License