TIC 2020-11-16 Item 2E - Agreement - Telecommunications Asset Sharing with Zayo Group

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any provision of any law, rule or regulation, court order, judgment or decree applicable to the Licensor; and (c) it has no knowledge of any defect in the normal operating condition of the Conduit System that would have an adverse effect on the ability of the other Parry to utilize Licensed Conduit or Fiber to provide telecommunications services to its customers; and (d) it will exercise its rights and perform its obligations hereunder only in accordance with all applicable laws, rules and regulations; and (e) it will perform all maintenance services in a professional and workmanlike manner in accordance with industry standards. 7.2 Licensee represents, warrants and covenants that: (a) Licensee's use of the Licensed Conduit or Fiber will be limited to the provision of communication services in accordance with all Federal, State and local laws, rules, regulations, codes, statutes and subject to all Authorizations; and (b) Licensee has obtained all rights of way, authorizations and consents necessary to use the Licensed Conduit or Fiber. Licensee will indemnify, defend and hold harmless Licensor from any claims related to its use of the Licensed Conduit or Fiber; and (c) it has the full right and authority under the Authorizations to enter into this Agreement and perform its obligations hereunder, and the same will not violate the Authorizations (with or without the giving of notice or the lapse of time or both) or require any consent, approval, filing or notice under the Authorizations or under any provision of any law, rule or regulation, court order, judgment or decree applicable to the Licensor; and (f) it will perform all work related to access and use of the Licensed Conduit or Fiber in a professional and workmanlike manner in accordance with industry standards. 8. Default and Termination. 8.1 Neither Parry shall be in default under this Agreement herein unless and until such Parry has received written notice of such default from the other Parry, and has failed to cure the default within thirty (30) days after receipt of such notice, except for a payment default which must be cured within ten (10) days after receipt of such notice. Notwithstanding, when a default (unrelated to payment) cannot reasonably be cured within such thirty (30) day period, the time for curing such default shall be extended for a period no longer than sixty (60) days from the date of the receipt of the default notice if the Parry proceeds promptly to cure the default with due diligence. 8.2 Unless otherwise provided herein, a Party shall be in default if (i) such Party breaches any term or provision of this Agreement or fails to comply with the provisions of this License; (ii) such Party becomes insolvent; (iii) a petition under any of the bankruptcy laws is filed by or against such Party; (iv) such Party makes a general assignment for the benefit of creditors; or (v) a receiver, whether temporary or permanent, is appointed for the property of such Party or any part thereof. Page 6 of 14 71