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ability to use the Expanded Property for the Project, including the reduction of conduit
<br /> capacity specified for use by SL Dark Fiber, or that materially interferes with or degrades the
<br /> services provided by SL Dark Fiber.
<br /> 2.12 Inspection of Property; Right of Entry Agreement. At its sole discretion, SL Dark Fiber
<br /> must inspect, examine, survey, and prepare any studies, surveys, plans, specifications and
<br /> reports ("SL Dark Fiber Studies")that SL Dark Fiber deems necessary or desirable to
<br /> determine the viability of the Project in the Expanded Property. Such studies may include,
<br /> without limitation, marketing, feasibility, seismic and environmental studies, financial
<br /> feasibility analyses and design studies. SL Dark Fiber's inspection, examination, survey and
<br /> SL Dark Fiber Studies shall be at SL Dark Fiber's sole expense. SL Dark Fiber shall be
<br /> responsible for obtaining the City's advance written permission for access to the Property as
<br /> may be necessary to prepare the SL Dark Fiber Studies. SL Dark Fiber shall provide the City
<br /> with a summary of the results of SL Dark Fiber Studies for the limited purpose of notifying
<br /> the City that SL Dark Fiber has determined that the Property is suitable for the Project. After
<br /> any necessary inspection, examination, survey or review SL Dark Fiber shall repair, restore
<br /> and return the Property to the condition it was immediately preceding SL Dark Fiber's entry
<br /> therein at SL Dark Fiber's sole expense, unless otherwise directed by the City. The
<br /> provisions of this Section shall survive the expiration or earlier termination of this License.
<br /> 2.13 AS-IS Conveyance. The City hereby grants this License to SL Dark Fiber for the
<br /> Expanded Property in its "as-is, where-is" condition existing on the Effective Date, and SL
<br /> Dark Fiber acknowledges that, except as otherwise expressly set forth in this License, the
<br /> City makes no representations, guaranties, or warranties to SL Dark Fiber with regard to the
<br /> condition of the Expanded Property or the fitness or suitability thereof for SL Dark Fiber's
<br /> purposes, including but not limited to, matters pertaining to topography, utilities, soil,
<br /> subsoil, presence or absence of fill, presence or absence of Hazardous Materials (as defined
<br /> in Section 11.3(b)of the Original License), drainage, flood zone designation, environmental
<br /> laws, rules, or regulations. The City shall allow SL Dark Fiber to have access to the Property
<br /> at no charge for inspection and verification of the suitability of the Property for the Projects.
<br /> SL Dark Fiber shall rely solely on its own independent investigation and judgment as to all
<br /> matters relating to the Expanded Property and the suitability of the Expanded Property for SL
<br /> Dark Fiber's use. SL Dark Fiber represents that it has, prior to the execution of this License,
<br /> made investigations of the Property, including without limitation such inquiries of
<br /> governmental agencies, soils testing,tests and inspections as SL Dark Fiber has deemed
<br /> necessary to determine the condition of the Expanded Property and that SL Dark Fiber, by
<br /> execution hereof, accepts the Expanded Property in its current"as-is, where-is"condition and
<br /> state. Notwithstanding this provision,the City agrees that it will negotiate with SL Dark
<br /> Fiber in good faith to accommodate SL Dark Fiber's capacity needs, including replacing,
<br /> relocating or sharing City fiber optic conduit or related facilities with SL Dark Fiber. Any
<br /> costs arising from such accommodation shall be mutually agreed to in writing by the City
<br /> and SL Dark Fiber.
<br /> 2.14 Financial Feasibility. Prior to the execution of this License, SL Dark Fiber must provide
<br /> the City with confirmation that it has sufficient financial resources and will fund the Project.
<br /> 8 First Amendment to SL Dark Fiber License Agreement
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