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(c) City shall pay all taxes or assessments for which it is responsible under this Section 10.1, before the same become delinquent. City shall have the right, at no cost to BART, to contest with the taxing authorities any such taxes or assessments described in Sections 10.1(a) or 10.1(b), above. 10.2 Third -Party Use of Dedicated Fibers City may lease, license, or otherwise allow the use of the Dedicated Fibers by third parties, provided that such arrangement is subject to and not inconsistent with the other terms and conditions of this Agreement and does not involve the connection of third -party multiplexing or other transmission equipment to the Dedicated Fibers or connections to third -party cables at BART's Commercial Fiber Egress Points. It is understood and agreed that, notwithstanding any such arrangements, no such third party shall have any rights under this Agreement, either as a party hereto or a third -party beneficiary, except in the case of a permitted assignment of this entire Agreement to such a third party as provided in Section 10.3. 10.3 Assignment (a) BART may assign this Agreement to any successor entity having responsibility for rapid transit operations along the Fiber Route; and the assignee shall be responsible for the performance of all terms and conditions of this Agreement applicable to BART. (b) City may assign this Agreement without BART's consent to (i) any affiliate of City, in which event the assignee shall be responsible jointly and severally with City for the performance of all terms and conditions of this Agreement; or (ii) any entity that shall acquire substantially all of the assets of City in the San Francisco Bay Area (including without limitation an assignment by operation of law to the surviving party in a merger between City and another entity). For purposes of this Section 10.3(b), an "affiliate" of City means any entity that controls, is controlled by, or is under common control with City. City shall give BART written notice prior to any assignment. Except as specifically provided in this Section, City shall not assign this Agreement without the prior written consent of BART, which consent may be withheld in BART's sole discretion, and any purported assignment without such consent shall be void. 10.4 Notices All notices under this Agreement shall be in writing and shall be deemed validly given if sent by mail or nationally -recognized courier, and shall be effective upon receipt. If any such notice or communication is not received or cannot be delivered due to a change in the address of the receiving party of which notice was not previously given to the sending party or due to a refusal to accept by the receiving party, such notice or other communication shall be effective on the date delivery is attempted. Notices should be addressed as follows: BART: San Francisco Bay Area Rapid Transit District 300 Lakeside Drive, 11 0' Floor Oakland, CA 94612-3534 Attention: Telecommunications Manager ADMINLEGAL 122651.3