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8.2 Defense of Claims If any action or proceeding is brought against BART, its directors, officers, employees or agents, which action or proceeding is based upon a claim for which City is obligated to indemnify BART hereunder, City shall, upon notice from BART, at City's expense, defend such action or proceeding through counsel reasonably acceptable to BART. 8.3 Insurance During the term of this Agreement, City shall maintain insurance as set forth in Exhibit B. See Exhibit B for City's initial certificate of insurance. DEFAULT; REMEDIES• FORCE MAJEURE 9.1 Events of Default The following events shall constitute events of default by City: (a) if City fails to pay any portion of the License Payments or other amounts payable hereunder within ten (10) days of written notice of such failure to pay; or (b) if City fails to perform any other covenant in this Agreement within thirty (30) days after written notice from BART specifying the failure, provided that if such failure cannot, with due diligence, be cured within a period of thirty (30) days, City shall not be deemed to be in default if City begins to cure the failure within such thirty (30) day period and thereafter diligently prosecutes such cure to completion within a reasonable time, not to exceed sixty (60) days. 9.2 Remedies for Default Upon the occurrence of an event of default under this Article 9, BART shall have the following rights and remedies, as well as any other remedies available at law or in equity. (a) BART shall have the right to suspend City's use of the Dedicated Fibers until the default is cured. (b) So long as the default is not cured, BART shall have the right to terminate this Agreement by written notice to City. Such termination shall be effective immediately if public health, safety, or welfare is at risk. Otherwise such termination shall be effective thirty (30) days after the date of written notice. This right of termination shall be in addition to any other rights that a party has under law or equity. 9.3 Exclusion of Certain Damages Neither party shall be liable to the other party hereunder or in connection with the transactions contemplated hereunder, whether in contract or in tort, for indirect, incidental, exemplary, punitive, consequential, or other special damages (including lost profits), regardless of ADN NLEGAL 1226513