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

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8.3 Upon the failure by the defaulting Parry to timely cure any default, the non -defaulting Parry may (i) take such action as it determines, in its sole discretion, to be necessary to correct the default, and/or (ii) pursue any legal remedies it may have under applicable law or principles of equity relating to such breach. Notwithstanding the above, if the defaulting Parry certifies to the non -defaulting Party in writing that a default has been cured, such default shall be deemed to be cured unless the non -defaulting Party notifies the defaulting Parry in writing within fifteen (15) days of receipt of the defaulting Party's notice of cure. 8.4 In the event of a payment default which has not been cured, Licensor may suspend Licensee's use of the Licensed Conduit or Fiber, without further notice and by whatever means Licensor deems appropriate, until the payment default is cured and for as long as thirty (30) days from the date of notice. If the payment default has not been cured within such thirty (30) day period, then Licensor may immediately terminate this Agreement and pursue any legal remedies it may have under applicable law or principles of equity relating to Licensee's breach. 8.5 Notwithstanding the foregoing, no termination of this Agreement shall affect the rights or obligations of any Parry hereto with respect to any payment hereunder for services rendered prior to the date of termination and the non -defaulting Licensee shall not be required to relinquish its rights in the Licensed Conduit or Fiber as a result of a Licensor's default and failure to cure. 8.6 City shall use the Licensed Assets for City's own use. Under no circumstances shall City resell, lease, license, provide an IRU, or otherwise provide use of Licensed Assets, to any third party. A violation of this Section 8.6 shall be grounds for immediate termination of the Licensed Asset. 9. Taxes. 9.1 Each Party shall pay the taxes that apply to their use of facilities under this agreement. Zayo shall have the ability to transfer, sell, assign, swap, exchange, lease, sublease, license, sublicense, resell or grant indefeasible or other rights of use in or to all or any part of the optical fiber strands it pulls within the Licensed Asset(s) it acquires under this Agreement as "dark fiber" as such term is commonly understood in the telecommunications industry. Zayo's resell rights do not include the right to transfer bear legal title. Zayo is responsible for any actions that may violate this Agreement by those entities that have been granted access or use of optical fiber strands by Zayo. 10. Relocation of the Facilities. If the need arises either through law, permit, or other circumstances to relocate the Conduit System and/or Licensed Conduits or Fiber, or a portion thereof. Each Parry shall be responsible for its proportionate share (as defined in Section 5.1) of relocation costs. Licensor shall give the Licensee at least three (3) months' prior notice, or as soon as practicable, of any relocation or of any governmental proceedings that might result in a relocation, or such lesser amount of notice as the Licensor receives from such governmental authority. Relocation costs means the net relocation costs adjusted for amounts Licensor may receive from any third -party. 11. Condemnation. 11.1 If at any time during the Agreement Term, all or any significant portion of the Conduit System or the Licensed Conduit or Fiber shall be taken for any public or quasi public purpose by any authority by the exercise of the right of condemnation or eminent domain, Page 7 of 14 72