Agmt 2015 San Leandor Dark Fiber LLC

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considerations on which the opinions are based, with a signed counterpart to be delivered to each party within thirty (30)days after commencing the appraisal. (c) If the City elects to exercise its Option and Right of First Refusal to purchase SL Dark Fiber's fiber optic cable and associated facilities installed in the Expanded Property, it acknowledges and agrees that it will assume and continue to provide facilities to support any unexpired customer(s). The City also agrees to support and honor agreement(s) for telecommunications services provided on SL Dark Fiber's facilities through any affiliate of SL Dark Fiber or agreements with third parties who were in contract with SL Dark Fiber to use SL Dark Fiber's facilities to provide telecommunications services, provided such agreements satisfy the terms of this License. The City will continue to support the agreements explained in the preceding sentence only for the remaining terms of such agreements and any prior exercised or in contract extensions and only if such agreements were effective at the time that SL Dark Fiber gave written notice to the City of SL Dark Fiber's intent to sell, lease or otherwise dispose of its portion of the Project. (d) If the City fails or elects not to exercise its Option and Right of First Refusal after engaging in the procedure described in section 2.8(b), then SL Dark Fiber may proceed to sell, assign or otherwise dispose of the Project upon the City's written consent, which shall not be unreasonably withheld. The City acknowledges and agrees 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. 2.10 Termination, Abandonment or Expiration of License or Project. (a) This First Amendment may be terminated at any time by mutual agreement of the Parties regardless of whether the Original License is terminated. (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 Section 2.12 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 2.9(b). If SL Dark Fiber terminates this First Amendment prior to any portion of the Projects becoming operational (i.e., the Projects are capable of supporting telecommunications services), then ownership of any fiber optic cable or associated facilities already installed in the Expanded Property will transfer automatically to the City. 6 First Amendment to SL Dark Fiber License Agreement