Common use of Termination; Default Clause in Contracts

Termination; Default. 6.20.1 Verizon may, from time to time, monitor Marketing Representative’s compliance with the Agreement. If Verizon notifies Marketing Representative in writing of Marketing Representative’s default under any provision of the Agreement (“Default Notice”) with respect to a Property, then Verizon may in addition to its rights under Section 6.20.2 below: (i) if the Default Notice is prior to Verizon’s initial payment of any Marketing Fees due under the Agreement, suspend payment of Marketing Fees until such time as Marketing Representative has cured the default; or (ii) if the Default Notice is subsequent to the payment of Marketing Fees by Verizon to Marketing Representative, and Marketing Representative fails to remedy such default within thirty (30) days after being so notified, then Verizon may demand, and Marketing Representative shall remit, within thirty (30) days of Verizon’s demand (“Remittance Period”), a refund of the Marketing Assistance Fee paid to Marketing Representative in accordance with the percentages outlined in 6.20.2 In the event a Party defaults on its obligations for thirty (30) days after the non-defaulting Party gives written notice with respect to a Property under the Agreement, and the default remains uncured to the defaulting Party specifying the default, then the non-defaulting Party may terminate the Agreement with respect to such Property, in which case the Agreement shall be deemed terminated. However, if the alleged default is not reasonably curable within the thirty (30) day period, the defaulting Party shall have a reasonable period of time to cure the default if it commences the cure within ten (10) days of receipt of written notice specifying the default and diligently completes the cure in not more than sixty (60) days from the notice date. 6.20.3 Either Party may terminate the Agreement in its entirety immediately upon giving written notice to the other Party if: (i) the other Party becomes insolvent, (ii) the other Party makes an assignment for the benefit of creditors or files a petition for reorganization, or (iii) a petition in bankruptcy is filed by or against the other Party. 6.20.4 If the Agreement is terminated by Verizon in accordance with either Section 6.20.1, 6.20.2, or 6.20.3 above, Verizon may withhold payment of any Marketing Fees due to Marketing Representative and Marketing Representative shall immediately upon receipt of written notice from Verizon, return the Marketing Assistance Fee paid by Verizon to Marketing Representative pursuant the Agreement in accordance with the payback formula set forth on Exhibit C. In addition, Verizon will cease payment of Revenue Share Fees, if any. 6.20.5 In the event Verizon has not begun installation of the fiber optic facilities necessary for the provision of Services at Property within one year of the date of the final approval of agreed upon engineering plans, then either Party may terminate the Agreement with respect to that Property upon giving ninety (90) days prior written notice to the other. Termination of the Agreement shall be Marketing Representative’s sole and exclusive remedy against Verizon arising from any failure by Verizon to install such facilities. Marketing Representative waives all other remedies against 6.20.6 Verizon may terminate the Agreement without liability with respect to a Property upon ninety (90) days written notice to Marketing Representative if, in Verizon’s sole discretion, the provision of Services to the Property is or becomes infeasible for legal, technological, regulatory or economic reasons, or where Verizon’s access rights to the Property have been terminated. If the Agreement is terminated under the terms of this Section 6.20.6, Verizon shall pay any Marketing Assistance Fee and Revenue Share Fees due to Marketing Representative up to the date of termination of the Agreement. In addition, Marketing Representative shall retain any Marketing Fees paid prior to the date of such termination except in the case where Verizon’s access rights to a Property have been terminated by Marketing Representative prior to termination of the Agreement. Where Verizon’s access rights have been terminated, Marketing Representative shall immediately upon receipt of a written notice from Verizon return to Verizon the Marketing Assistance Fee paid by Verizon to Marketing Representative in accordance with the payback formula set forth on Exhibit C. EXHIBIT A MARKETING PROGRAM

Termination; Default. 6.20.1 Verizon may, from time to time, monitor Marketing Representative’s compliance with the Agreement. If Verizon notifies Marketing Representative in writing of Marketing Representative’s default under any provision of the Agreement (“Default Notice”) with respect to a Property, then Verizon may in addition to its rights under Section 6.20.2 below: (i) if the Default Notice is prior to Verizon’s initial payment of any Marketing Fees due under the Agreement, suspend payment of Marketing Fees until such time as Marketing Representative has cured the default; or (ii) if the Default Notice is subsequent to the payment of Marketing Fees by Verizon to Marketing Representative, and Marketing Representative fails to remedy such default within thirty (30) days after being so notified, then Verizon may demand, and Marketing Representative shall remit, within thirty (30) days of Verizon’s demand (“Remittance Period”), a refund of the Marketing Assistance Fee paid to Marketing Representative in accordance with the percentages outlined in 6.20.2 In the event a Party defaults on any of its obligations under this Agreement, and the default remains uncured for thirty (30) days after the non-defaulting Party gives written notice with respect to a Property under the Agreement, and the default remains uncured to the defaulting Party specifying the default, then the non-defaulting Party may terminate the Agreement with respect to such Property, in which case the Agreement shall be deemed terminatedthis Agreement. However, if the alleged default is not reasonably curable within the thirty (30) day period, the defaulting Party shall have a reasonable period of time to cure the default if it commences the cure within ten the thirty (1030) days day period, or such additional time as is reasonable under the circumstances, so long as the defaulting Party has commenced to cure such default within the 30-day period and is diligently pursuing the same to conclusion. In the event the Company shall cease business operations or otherwise default in the delivery of receipt NSA Services, Owner shall have the right to terminate this Agreement. In the event Owner shall default in payment of written any NSA Service Fees, Company in addition to all other rights and remedies to which it may be entitled, may terminate the NSA Services without further notice specifying the default and diligently completes the cure in not more than sixty (60) days from the notice date. 6.20.3 to Owner. Either Party may terminate the this Agreement in its entirety immediately upon giving written notice to the other Party if: if (i) the other Party becomes insolvent, or (ii) the other Party makes an assignment for the benefit of creditors or files a petition for reorganization, or (iii) a petition in bankruptcy is filed by or against the other Party. 6.20.4 If the Agreement is terminated by Verizon in accordance with either Section 6.20.1, 6.20.2, or 6.20.3 above, Verizon may withhold payment of any Marketing Fees due to Marketing Representative and Marketing Representative shall immediately upon receipt of written notice from Verizon, return the Marketing Assistance Fee paid by Verizon to Marketing Representative pursuant the Agreement in accordance with the payback formula set forth on Exhibit C. . In addition, Verizon will cease payment of Revenue Share Fees, if any. 6.20.5 In the event Verizon has not begun installation of the fiber optic facilities necessary for the provision of Services at Property within one year of the date of the final approval of agreed upon engineering plans, then either Party may terminate the Agreement with respect to that Property upon giving ninety (90) days prior written notice to the other. Termination of the Agreement shall be Marketing Representative’s sole and exclusive remedy against Verizon arising from any failure by Verizon to install such facilities. Marketing Representative waives all other remedies against 6.20.6 Verizon may terminate the Agreement without liability with respect to a Property upon ninety (90) days written notice to Marketing Representative if, in Verizon’s sole discretionthis event, the provision of Company shall cooperate with Owner to provide the Services to the Property is or becomes infeasible Project for legalup to 120 days as may be deemed necessary by Owner (the “Transition Period”), technologicaland Owner shall cooperate with the Company during the Transition Period to transfer any agreements for programming and bandwidth for NSA Services to Owner. Company shall provide copies of any agreements for programming and bandwidth for NSA Services to Owner upon Owner’ request. Owner shall also reimburse the Company for any reasonable out-of-pocket costs associated with the Transition Period, regulatory or economic reasonsnot to exceed twenty percent (20%) of the NSA Services Fee for the Transition Period. Upon the occurrence of any default under any payment obligation of Owner pursuant to Article 5.3 hereof, or where Verizon’s access rights in the event of any other uncured event of default, Company shall have all the right to immediately suspend the Property have been terminatedNSA Services. If the Agreement is terminated Company commences an action or arbitration proceeding for collection of amounts owed the Company by Owner under this Agreement, Owner shall be responsible for all of Company’s collection costs, including the average NSA Service Fee from the Projected Service Commencement Date to the time of default multiplied by the remaining months of the Initial Term, reasonable attorneys' fees, court costs and disbursements, incurred in enforcing the terms of this Section 6.20.6Agreement. In addition to any other rights of Owner to terminate this Agreement, Verizon Owner may terminate this Agreement at any time, without cause, by giving Company at least 60 days' notice of its intent to terminate under this Section. If (i) Owner terminates this Agreement for any reason other than Company’s material, uncured breach, or (ii) if this Agreement is not assumed in writing by any assignee or successor of Owner (regardless of whether such assignee or successor acquires the Property by purchase, transfer, operation of Laws, or otherwise), then Owner shall pay any Marketing Assistance Fee and Revenue Share Fees due to Marketing Representative up to Company, within 30 days after the date of Company’s invoice therefor, an amount equal to (a) any one-time termination of the Agreement. In addition, Marketing Representative shall retain any Marketing Fees paid prior to the date of such termination except in the case where Verizon’s access rights to a Property have been terminated fees actually incurred by Marketing Representative prior Company with regards to termination of service provider contracts (without markup) at the Agreement. Where Verizon’s access rights have been terminatedProperty, Marketing Representative provided that Owner may, in its sole discretion, elect to take assignment of such service provider contracts rather than paying the one-time non-terminable fees, in which case Company shall thereafter immediately upon receipt assign the contracts to Owner, plus (b) 25% of a written notice from Verizon return to Verizon remaining NSA Unit Services Fees owed in the Marketing Assistance Fee paid by Verizon to Marketing Representative in accordance with the payback formula set forth on Exhibit C. EXHIBIT A MARKETING PROGRAMInitial Term.

Termination; Default. 6.20.1 6.21.1 Verizon may, from time to time, monitor Marketing Representative’s compliance with the Agreement. If Verizon notifies Marketing Representative in writing of Marketing Representative’s default under any provision of the Agreement (“Default Notice”) with respect to a Property, then Verizon may in addition to its rights under Section 6.20.2 6.21.2 below: : (i) if the Default Notice is prior to Verizon’s initial payment of any Marketing Fees due under the Agreement, suspend payment of Marketing Fees until such time as Marketing Representative has cured the default; or (ii) if the Default Notice is subsequent to the payment of Marketing Fees by Verizon to Marketing Representative, and Marketing Representative fails to remedy such default within thirty (30) days after being so notified, then Verizon may demand, and Marketing Representative shall remit, within thirty (30) days of Verizon’s demand (“Remittance Period”), a refund of the Marketing Assistance Fee paid to Marketing Representative in accordance with the percentages outlined inin Exhibit C. Additionally, Verizon may also elect to suspend payment of all Revenue Share Fees due under the Agreement for such Property until such time as Marketing Representative achieves compliance. If Marketing Representative cures its default within the Remittance Period, Verizon’s demand for a refund of the Marketing Assistance Fee shall be deemed rescinded. If Marketing Representative fails to cure its default within the Remittance Period, upon payment of the refund, Marketing Representative shall have an additional thirty (30) days to cure its default. If Marketing Representative fails to cure its default within the additional thirty (30) day period, Verizon may elect to terminate the Agreement with respect to such Property upon written notice to Marketing Representative. 6.20.2 6.21.2 In the event a Party defaults on its obligations for thirty (30) days after the non-defaulting Party gives written notice with respect to a Property under the Agreement, and the default remains uncured to the defaulting Party specifying the default, then the non-defaulting Party may terminate the Agreement with respect to such Property, in which case the Agreement shall be deemed terminated. However, if the alleged default is not reasonably curable within the thirty (30) day period, the defaulting Party shall have a reasonable period of time to cure the default if it commences the cure within ten (10) days of receipt of written notice specifying the default and diligently completes the cure in not more than sixty (60) days from the notice date.Party 6.20.3 6.21.3 Either Party may terminate the Agreement in its entirety immediately upon giving written notice to the other Party if: (i) the other Party becomes insolvent, (ii) the other Party makes an assignment for the benefit of creditors or files a petition for reorganization, or (iii) a petition in bankruptcy is filed by or against the other Party. 6.20.4 6.21.4 If the Agreement is terminated by Verizon in accordance with either Section 6.20.16.21.1, 6.20.26.21.2, or 6.20.3 6.21.3 above, Verizon may withhold payment of any Marketing Fees due to Marketing Representative and Marketing Representative shall immediately upon receipt of written notice from Verizon, return the Marketing Assistance Fee paid by Verizon to Marketing Representative pursuant the Agreement in accordance with the payback formula set forth on Exhibit C. In addition, Verizon will cease payment of Revenue Share Fees, if any. 6.20.5 6.21.5 In the event Verizon has not begun installation of the fiber optic facilities necessary for the provision of Services at Property within one year of the date of the final approval of agreed upon engineering plans, then either Party may terminate the Agreement with respect to that Property upon giving ninety (90) days prior written notice to the other. Termination of the Agreement shall be Marketing Representative’s sole and exclusive remedy against Verizon arising from any failure by Verizon to install such facilities. Marketing Representative waives all other remedies againstagainst Verizon arising from any such failure, including, without limitation, the right to recover monetary damages. 6.20.6 6.21.6 Verizon may terminate the Agreement without liability with respect to a Property upon ninety (90) days written notice to Marketing Representative if, in Verizon’s sole discretion, the provision of Services to the Property is or becomes infeasible for legal, technological, regulatory or economic reasons, or where Verizon’s access rights to the Property have been terminated. If the Agreement is terminated under the terms of this Section 6.20.6, Verizon shall pay any Marketing Assistance Fee and Revenue Share Fees due to Marketing Representative up to the date of termination of the Agreement. In addition, Marketing Representative shall retain any Marketing Fees paid prior to the date of such termination except in the case where Verizon’s access rights to a Property have been terminated by Marketing Representative prior to termination of the Agreement. Where Verizon’s access rights have been terminated, Marketing Representative shall immediately upon receipt of a written notice from Verizon return to Verizon the Marketing Assistance Fee paid by Verizon to Marketing Representative in accordance with the payback formula set forth on Exhibit C. EXHIBIT A MARKETING PROGRAM

Termination; Default. 6.20.1 Verizon may12.1 Unless cancelled at any time upon mutual agreement of BTO, from time to timeCANONIE and DCR, monitor Marketing Representative’s compliance with the Agreement. If Verizon notifies Marketing Representative in writing of Marketing Representative’s default under any provision of the Agreement (“Default Notice”) with respect to a Property, then Verizon may in addition to its rights under Section 6.20.2 below: (i) if the Default Notice is prior to Verizon’s initial payment of any Marketing Fees due under the Agreement, suspend payment of Marketing Fees until such time as Marketing Representative has cured the default; or (ii) if the Default Notice is subsequent to the payment of Marketing Fees by Verizon to Marketing Representative, and Marketing Representative fails to remedy such default within upon thirty (30) days after being so notifiedwritten notice, then Verizon or as otherwise provided for herein, this Agreement and the privileges granted hereunder shall be and continue in full force and effect for 25 years from the date of this Agreement, except for BTO's continuing obligations to remove the Trail and restore the Right-of-Way and CANONIE's other property and its other obligations specifically provided in this Agreement. 12.2 This Agreement shall terminate prior to 25 years from the date of this Agreement in the event that for twelve (12) consecutive months BTO shall cease to use the Trail or any replacement of the Trail for the purpose herein stated, at which time the rights granted herein shall cease and terminate absolutely and this Agreement shall be null and void, except for BTO's continuing obligations to remove the Trail and restore the Right-of-Way and CANONIE's other property and its other obligations specifically provided in this Agreement. 12.3 This Agreement may demandbe modified or terminated prior to 25 years from the date of this Agreement by CANONIE and DCR upon six (6) month’s advance written notice to BTO in the event that CANONIE or DCR determines that the Leased Premises are needed by DCR for railroad-related purposes. 12.4 Upon termination of this Agreement, BTO shall remove the Trail and all of its property, if any, within the time specified in any notice of termination. In effecting such removal, the premises and property of CANONIE shall be restored by BTO to a condition satisfactory to CANONIE and DCR’s Chief Engineer, or his duly authorized representative. If BTO shall fail to make the removal in the manner and time set forth herein, CANONIE or DCR may perform the removal and make said restoration, all at the sole risk, cost and expense of BTO, and Marketing Representative may also dispose of any removed items without the necessity to account for the same or to give further notice to BTO. 12.5 If BTO shall remitfail to make the required removal, within CANONIE shall have the further option to elect and notify BTO that all right, title and interest of BTO in any of its property shall be forfeited and shall vest absolutely in CANONIE as of the date of notice of such election. 12.6 In the event of BTO’s breach of any covenant, condition, payment or other obligation under this Agreement, CANONIE, DCR, its successors and assigns, shall provide BTO with written notice of breach and thirty (30) calendar days of Verizon’s demand (“Remittance Period”), a refund of the Marketing Assistance Fee paid to Marketing Representative in accordance with the percentages outlined in 6.20.2 In the event a Party defaults on its obligations for thirty (30) days after the non-defaulting Party gives written notice with respect to a Property under the Agreement, and the default remains uncured to the defaulting Party specifying the default, then the non-defaulting Party may terminate the Agreement with respect to such Property, in which case the Agreement shall be deemed terminated. Howeverto cure such breach, except that, if the alleged default nature of the breach is such that it cannot be reasonably curable cured within the said thirty (30) day period, the defaulting Party BTO shall have a reasonable period of time to cure the default if it commences the commence cure within ten said thirty (1030) days day period and complete said cure as soon as is reasonably possible, subject to legal requirements imposed on the BTO by law. Any breach by the BTO which is not cured within the time provided shall entitle CANONIE and DCR to injunctive relief, specific performance and damages, together with such attorney's fees and costs as CANONIE or DCR may incur as a result of receipt such breach or the enforcement of written notice specifying CANONIE’s and DCR's rights pursuant to this Agreement. Any uncured breach of this Agreement by BTO, shall constitute cause for termination of this Agreement by CANONIE, and BTO shall immediately discontinue any upgrades or improvements and/or operation of the default and diligently completes the cure in Trail upon such termination. CANONIE's exercise of its right to terminate this Agreement shall not more than sixty (60) days excuse BTO from the notice datefulfillment or satisfaction of any obligation under this Agreement which has accrued prior to CANONIE's termination of the Agreement or of any obligations which this Agreement provides shall survive or be performed upon, termination. 6.20.3 Either Party may terminate the Agreement in its entirety immediately upon giving written notice to the other Party if: (i) the other Party becomes insolvent, (ii) the other Party makes an assignment for the benefit of creditors or files a petition for reorganization, or (iii) a petition in bankruptcy is filed by or against the other Party. 6.20.4 If the Agreement is terminated by Verizon in accordance with either Section 6.20.1, 6.20.2, or 6.20.3 above, Verizon may withhold payment of any Marketing Fees due to Marketing Representative and Marketing Representative shall immediately upon receipt of written notice from Verizon, return the Marketing Assistance Fee paid by Verizon to Marketing Representative pursuant the Agreement in accordance with the payback formula set forth on Exhibit C. In addition, Verizon will cease payment of Revenue Share Fees, if any. 6.20.5 12.7 In the event Verizon that BTO shall be guilty of any act or omission in violation of its obligations under this Agreement and such violation constitutes an imminent hazard to the health or safety of persons or property, or an imminent hazard to DCR's ability to use the railroad facilities located on the Right-of-Way when it has not begun installation need therefore, such condition shall be deemed an Emergency Default. In such case, CANONIE or DCR shall notify BTO by telephone using the telephone number listed in Appendix B or to other number as BTO shall designate to CANONIE and DCR in writing from time to time and shall promptly follow up such telephonic notification with written confirmation thereof at the address provided for in Paragraph 27 below; such notifications shall set forth the nature of the fiber optic facilities necessary for the provision of Services Emergency Default and shall demand that BTO proceed to cure said Emergency Default condition immediately, subject to limits imposed on it by law. DCR, at Property within one year of the date of the final approval of agreed upon engineering plans, then either Party may terminate the Agreement with respect to that Property upon giving ninety (90) days prior written notice to the other. Termination of the Agreement shall be Marketing Representative’s sole and exclusive remedy against Verizon arising from any failure by Verizon to install such facilities. Marketing Representative waives all other remedies against 6.20.6 Verizon may terminate the Agreement without liability with respect to a Property upon ninety (90) days written notice to Marketing Representative if, in Verizon’s its sole discretion, shall have the provision right (but not the duty) to bar use of Services to the Property BTO until the Emergency Default is or becomes infeasible for legal, technological, regulatory or economic reasons, or where Verizon’s access rights to the Property have been terminatedcorrected. If BTO fails or refuses to proceed to immediately cure such Emergency Default condition, CANONIE or DCR shall be entitled to itself proceed to cure such Emergency Default condition and to collect the reasonable costs thereof from BTO or terminate this Agreement is terminated under the terms of this Section 6.20.6, Verizon shall pay any Marketing Assistance Fee and Revenue Share Fees due to Marketing Representative up to the date of termination of the Agreement. In addition, Marketing Representative shall retain any Marketing Fees paid prior to the date of such termination except in the case where Verizon’s access rights to a Property have been terminated by Marketing Representative prior to termination of the Agreement. Where Verizon’s access rights have been terminated, Marketing Representative shall immediately upon receipt of a written notice from Verizon return to Verizon the Marketing Assistance Fee paid by Verizon to Marketing Representative in accordance with the payback formula set forth on Exhibit C. EXHIBIT A MARKETING PROGRAMimmediately.

Termination; Default. 6.20.1 Verizon may, from time to time, monitor Marketing Representative’s compliance with the Agreement. If Verizon notifies Marketing Representative in writing of Marketing Representative’s default under any provision of the Agreement (“Default Notice”) with respect to a Property, then Verizon may in addition to its rights under Section 6.20.2 below: (i) if the Default Notice is prior to Verizon’s initial payment of any Marketing Fees due under the Agreement, suspend payment of Marketing Fees until such time as Marketing Representative has cured the default; or (ii) if the Default Notice is subsequent to the payment of Marketing Fees by Verizon to Marketing Representative, and Marketing Representative fails to remedy such default within thirty (30) days after being so notified, then Verizon may demand, and Marketing Representative shall remit, within thirty (30) days of Verizon’s demand (“Remittance Period”), a refund of the Marketing Assistance Fee paid to Marketing Representative in accordance with the percentages outlined in 6.20.2 In the event a 6.1 Either Party defaults on its obligations for thirty (30) days after the non-defaulting Party gives written notice with respect to a Property under the Agreement, and the default remains uncured to the defaulting Party specifying the default, then the non-defaulting Party may terminate the Agreement with respect to such Property, in which case the Agreement shall be deemed terminated. However, if the alleged default is not reasonably curable within the thirty (30) day period, the defaulting Party shall have a reasonable period entitled to terminate without cause this Agreement or any Statement of time to cure the default if it commences the cure within ten (10) days of receipt of written notice specifying the default and diligently completes the cure in not more than Work hereunder on sixty (60) days from the notice date. 6.20.3 Either Party may terminate the Agreement in its entirety immediately upon giving written notice to the other Party if: (i) the other Party becomes insolvent, (ii) the other Party makes an assignment for the benefit of creditors or files a petition for reorganization, or (iii) a petition in bankruptcy is filed by or against the other Party. 6.20.4 If the Agreement is terminated by Verizon in accordance with either Section 6.20.1, 6.20.2, or 6.20.3 above, Verizon may withhold payment of any Marketing Fees due to Marketing Representative and Marketing Representative shall immediately upon receipt of written notice from Verizon, return the Marketing Assistance Fee paid by Verizon to Marketing Representative pursuant the Agreement in accordance with the payback formula set forth on Exhibit C. In addition, Verizon will cease payment of Revenue Share Fees, if any. 6.20.5 In the event Verizon has not begun installation of the fiber optic facilities necessary for the provision of Services at Property within one year of the date of the final approval of agreed upon engineering plans, then either Party may terminate the Agreement with respect to that Property upon giving ninety (90) days prior written notice to the otherother party. Termination Should CUSTOMER exercise its right to terminate a Statement of Work or this Agreement prior to the completion of such Statement of Work or the Agreement, NOVO will require payment of, and CUSTOMER agrees to pay, the payment for all services provided by NOVO under this Agreement up to the end of the sixty (60) termination period. In the event that NOVO elects to terminate this Agreement, NOVO agrees to continue to provide services under any Statement of Work then in effect at the rates set forth in such Statement of Work for a period of 60 calendar days from notice of termination, and as reasonably requested by CUSTOMER at NOVO's then applicable hourly billing rates for a period not to exceed 60 calendar days from the notice of termination to allow for the transition of the services provided by NOVO hereunder to CUSTOMER or a third party. 6.2 The occurrence of any of the following shall constitute an event of default under this Agreement (a) either party shall be Marketing Representative’s sole default in the performance of any of its obligations under this Agreement in any material respect and exclusive remedy against Verizon arising from any failure by Verizon to install such facilities. Marketing Representative waives all other remedies against 6.20.6 Verizon may terminate the Agreement without liability default continues for a period of thirty (30) days (or with respect to Novo and its performance-related obligations set forth in Exhibit A-1 for a Property upon ninety period of seven (907) business days) after receipt of written notice from the non-defaulting party; (b) either party shall make an assignment for the benefit of creditors, be adjudicated bankrupt, file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization, arrangement, readjustment of its debts or for any other relief under Title 11 of the United States code or any successor or other federal or state insolvency law ("Bankruptcy Law"), have filed against it an involuntary petition in bankruptcy or seeking reorganization, arrangement, readjustment of its debts or for any other relief under any Bankruptcy Law, which petition is not discharged within thirty (30) days or shall apply for or permit the appointment of a receiver or trustee for its assets, (c) either party shall have failed to pay any amounts overdue from such party within ten (10) days after receipt of written notice of a default from the other party, or (d) either party is in breach of its respective obligations under Sections 7, 8 or 9 of this Agreement. In the event of the other party's default hereunder, either party may, on written notice to Marketing Representative if, in Verizon’s sole discretion, the provision of Services defaulting party (i) terminate this Agreement (subject to the Property is or becomes infeasible for legal, technological, regulatory or economic reasonslimitations of Sections 6.3 and 7.3(a)), or where Verizon’s access rights (ii) elect to withhold any payment or service to be paid or performed by the Property have been terminated. If the Agreement is terminated under the terms of this Section 6.20.6, Verizon non-defaulting party hereunder which shall pay any Marketing Assistance Fee and Revenue Share Fees be due to Marketing Representative up to or occur after the date of termination of the Agreement. In addition, Marketing Representative shall retain any Marketing Fees paid prior to the date receipt of such termination except notice by the non-terminating party until such default is cured. The rights afforded the parties under this paragraph will not be deemed to be exclusive, but shall be in the case where Verizon’s access addition to any rights to a Property have been terminated or remedies provided by Marketing Representative prior to termination of the Agreement. Where Verizon’s access rights have been terminated, Marketing Representative shall immediately upon receipt of a written notice from Verizon return to Verizon the Marketing Assistance Fee paid by Verizon to Marketing Representative in accordance with the payback formula set forth on Exhibit C. EXHIBIT A MARKETING PROGRAMlaw.

Termination; Default. 6.20.1 Verizon may12.1 Unless cancelled at any time upon mutual agreement of BTO, from time to timeCANONIE and DCR, monitor Marketing Representative’s compliance with the Agreement. If Verizon notifies Marketing Representative in writing of Marketing Representative’s default under any provision of the Agreement (“Default Notice”) with respect to a Property, then Verizon may in addition to its rights under Section 6.20.2 below: (i) if the Default Notice is prior to Verizon’s initial payment of any Marketing Fees due under the Agreement, suspend payment of Marketing Fees until such time as Marketing Representative has cured the default; or (ii) if the Default Notice is subsequent to the payment of Marketing Fees by Verizon to Marketing Representative, and Marketing Representative fails to remedy such default within upon thirty (30) days after being so notifiedwritten notice, then Verizon or as otherwise provided for herein, this Agreement and the privileges granted hereunder shall be and continue in full force and effect for 25 years from the date of this Agreement, except for BTO's continuing obligations to remove the Trail and restore the Right-of-Way and CANONIE's other property and its other obligations specifically provided in this Agreement. 12.2 This Agreement shall terminate prior to 25 years from the date of this Agreement in the event that for twelve (12) consecutive months BTO shall cease to use the Trail or any replacement of the Trail for the purpose herein stated, at which time the rights granted herein shall cease and terminate absolutely and this Agreement shall be null and void, except for BTO's continuing obligations to remove the Trail and restore the Right-of-Way and CANONIE's other property and its other obligations specifically provided in this Agreement. 12.3 This Agreement may demandbe modified or terminated prior to 25 years from the date of this Agreement by ▇▇▇▇▇▇▇ and DCR upon six (6) month’s advance written notice to BTO in the event that CANONIE or DCR determines that the Leased Premises are needed by DCR for railroad-related purposes. 12.4 Upon termination of this Agreement, BTO shall remove the Trail and all of its property, if any, within the time specified in any notice of termination. In effecting such removal, the premises and property of CANONIE shall be restored by BTO to a condition satisfactory to CANONIE and DCR’s Chief Engineer, or his duly authorized representative. If BTO shall fail to make the removal in the manner and time set forth herein, CANONIE or DCR may perform the removal and make said restoration, all at the sole risk, cost and expense of BTO, and Marketing Representative may also dispose of any removed items without the necessity to account for the same or to give further notice to BTO. 12.5 If BTO shall remitfail to make the required removal, within CANONIE shall have the further option to elect and notify BTO that all right, title and interest of BTO in any of its property shall be forfeited and shall vest absolutely in CANONIE as of the date of notice of such election. 12.6 In the event of BTO’s breach of any covenant, condition, payment or other obligation under this Agreement, CANONIE, DCR, its successors and assigns, shall provide BTO with written notice of breach and thirty (30) calendar days of Verizon’s demand (“Remittance Period”), a refund of the Marketing Assistance Fee paid to Marketing Representative in accordance with the percentages outlined in 6.20.2 In the event a Party defaults on its obligations for thirty (30) days after the non-defaulting Party gives written notice with respect to a Property under the Agreement, and the default remains uncured to the defaulting Party specifying the default, then the non-defaulting Party may terminate the Agreement with respect to such Property, in which case the Agreement shall be deemed terminated. Howeverto cure such breach, except that, if the alleged default nature of the breach is such that it cannot be reasonably curable cured within the said thirty (30) day period, the defaulting Party BTO shall have a reasonable period of time to cure the default if it commences the commence cure within ten said thirty (1030) days day period and complete said cure as soon as is reasonably possible, subject to legal requirements imposed on the BTO by law. Any breach by the BTO which is not cured within the time provided shall entitle CANONIE and DCR to injunctive relief, specific performance and damages, together with such attorney's fees and costs as CANONIE or DCR may incur as a result of receipt such breach or the enforcement of written notice specifying ▇▇▇▇▇▇▇’s and DCR's rights pursuant to this Agreement. Any uncured breach of this Agreement by BTO, shall constitute cause for termination of this Agreement by CANONIE, and BTO shall immediately discontinue any upgrades or improvements and/or operation of the default and diligently completes the cure in Trail upon such termination. ▇▇▇▇▇▇▇'s exercise of its right to terminate this Agreement shall not more than sixty (60) days excuse BTO from the notice datefulfillment or satisfaction of any obligation under this Agreement which has accrued prior to CANONIE's termination of the Agreement or of any obligations which this Agreement provides shall survive or be performed upon, termination. 6.20.3 Either Party may terminate the Agreement in its entirety immediately upon giving written notice to the other Party if: (i) the other Party becomes insolvent, (ii) the other Party makes an assignment for the benefit of creditors or files a petition for reorganization, or (iii) a petition in bankruptcy is filed by or against the other Party. 6.20.4 If the Agreement is terminated by Verizon in accordance with either Section 6.20.1, 6.20.2, or 6.20.3 above, Verizon may withhold payment of any Marketing Fees due to Marketing Representative and Marketing Representative shall immediately upon receipt of written notice from Verizon, return the Marketing Assistance Fee paid by Verizon to Marketing Representative pursuant the Agreement in accordance with the payback formula set forth on Exhibit C. In addition, Verizon will cease payment of Revenue Share Fees, if any. 6.20.5 12.7 In the event Verizon that BTO shall be guilty of any act or omission in violation of its obligations under this Agreement and such violation constitutes an imminent hazard to the health or safety of persons or property, or an imminent hazard to DCR's ability to use the railroad facilities located on the Right-of-Way when it has not begun installation need therefore, such condition shall be deemed an Emergency Default. In such case, CANONIE or DCR shall notify BTO by telephone using the telephone number listed in Appendix B or to other number as BTO shall designate to CANONIE and DCR in writing from time to time and shall promptly follow up such telephonic notification with written confirmation thereof at the address provided for in Paragraph 27 below; such notifications shall set forth the nature of the fiber optic facilities necessary for the provision of Services Emergency Default and shall demand that BTO proceed to cure said Emergency Default condition immediately, subject to limits imposed on it by law. DCR, at Property within one year of the date of the final approval of agreed upon engineering plans, then either Party may terminate the Agreement with respect to that Property upon giving ninety (90) days prior written notice to the other. Termination of the Agreement shall be Marketing Representative’s sole and exclusive remedy against Verizon arising from any failure by Verizon to install such facilities. Marketing Representative waives all other remedies against 6.20.6 Verizon may terminate the Agreement without liability with respect to a Property upon ninety (90) days written notice to Marketing Representative if, in Verizon’s its sole discretion, shall have the provision right (but not the duty) to bar use of Services to the Property BTO until the Emergency Default is or becomes infeasible for legal, technological, regulatory or economic reasons, or where Verizon’s access rights to the Property have been terminatedcorrected. If BTO fails or refuses to proceed to immediately cure such Emergency Default condition, CANONIE or DCR shall be entitled to itself proceed to cure such Emergency Default condition and to collect the reasonable costs thereof from BTO or terminate this Agreement is terminated under the terms of this Section 6.20.6, Verizon shall pay any Marketing Assistance Fee and Revenue Share Fees due to Marketing Representative up to the date of termination of the Agreement. In addition, Marketing Representative shall retain any Marketing Fees paid prior to the date of such termination except in the case where Verizon’s access rights to a Property have been terminated by Marketing Representative prior to termination of the Agreement. Where Verizon’s access rights have been terminated, Marketing Representative shall immediately upon receipt of a written notice from Verizon return to Verizon the Marketing Assistance Fee paid by Verizon to Marketing Representative in accordance with the payback formula set forth on Exhibit C. EXHIBIT A MARKETING PROGRAMimmediately.

Termination; Default. 6.20.1 Verizon may, from time to time, monitor Marketing Representative’s compliance with the Agreement. If Verizon notifies Marketing Representative in writing of Marketing Representative’s default under any provision of the Agreement (“Default Notice”) with respect to a Property, then Verizon may in addition to its rights under Section 6.20.2 below: (i) if the Default Notice is prior to Verizon’s initial payment of any Marketing Fees due under the Agreement, suspend payment of Marketing Fees until such time as Marketing Representative has cured the default; or (ii) if the Default Notice is subsequent to the payment of Marketing Fees by Verizon to Marketing Representative, and Marketing Representative fails to remedy such default within thirty (30) days after being so notified, then Verizon may demand, and Marketing Representative shall remit, within thirty (30) days of Verizon’s demand (“Remittance Period”), a refund of the Marketing Assistance Fee paid to Marketing Representative in accordance with the percentages outlined in 6.20.2 In the event a Party defaults on any of its obligations under this Agreement, and the default remains uncured for thirty (30) days after the non-defaulting Party gives written notice with respect to a Property under the Agreement, and the default remains uncured to the defaulting Party specifying the default, then the non-defaulting Party may terminate the Agreement with respect to such Property, in which case the Agreement shall be deemed terminatedthis Agreement. However, if the alleged default is not reasonably curable within the thirty (30) day period, the defaulting Party shall have a reasonable period of time to cure the default if it commences the cure within ten the thirty (1030) days day period, or such additional time as is reasonable under the circumstances, so long as the defaulting Party has commenced to cure such default within the 30-day period and is diligently pursuing the same to conclusion. In the event Elauwit shall cease business operations or otherwise default in the delivery of receipt ISA Services, and Elauwit has previously elected to finance network hardware through a Hardware Financier, Hardware Financier shall have the right to assume Elauwit’s rights and obligations under this Agreement upon notice to Owner. In the event Property Owner shall default in payment of written any ISA Service Fees, Elauwit in addition to all other rights and remedies to which it may be entitled, may terminate the ISA Services without further notice specifying to Property Owner. A default by Property Owner under the Network Construction Agreement entered into between Elauwit and Property Owner shall constitute a default and diligently completes the cure in not more than sixty (60) days from the notice date. 6.20.3 Either under this ISA Services Agreement. Any Party may terminate the this Agreement in its entirety immediately upon giving written notice to the other Party if: Parties if (i) the any other Party becomes insolvent, (ii) the any other Party makes an assignment for the benefit of creditors or files a petition for reorganization, or (iii) a petition in bankruptcy is filed by or against the any other Party. In this event, the Provider shall cooperate with Property Owner to provide the ISA Services for up to 120 days as may be deemed necessary by Property Owner (the “Transition Period”), and Property Owner shall cooperate with Elauwit during the Transition Period to transfer any agreements for programming and bandwidth for ISA Services to Property Owner. Elauwit shall provide copies of any agreements for programming and bandwidth for ISA Services to Property Owner upon Property Owner’ request. Property Owner shall also reimburse the Provider for any reasonable out-of-pocket costs associated with the Transition Period, not to exceed twenty percent (20%) of the ISA Services Fee for the Transition Period. Upon the occurrence of any default under any payment obligation of Property Owner pursuant to Section B.6.3 hereof, or in the event of any other uncured event of default, Elauwit shall have all right to immediately suspend the ISA Services and Property Owner acknowledges and agrees that Hardware Owner shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time. Property Owner hereby irrevocably authorizes Hardware Owner to file UCC-1 Financing Statements, or any other document or instrument reasonably necessary or desirable in order to evidence and perfect Hardware Owner’s security interest in the Network Hardware. Upon the occurrence of any default under any payment obligation of Customer pursuant to Section B.6.3 hereof, or in the event of any other uncured event of default, Hardware Owner may exercise any one or more of the following rights and remedies: Repossess the Network Hardware. 6.20.4 If the Agreement is terminated by Verizon in accordance with either Section 6.20.1a. Hardware Owner shall have full power to repossess, 6.20.2sell at public or private sale, lease, transfer, or 6.20.3 aboveotherwise deal with the Network Hardware or proceeds thereof. All expenses relating to the removal and disposition of the Network Hardware, Verizon may withhold payment shall be the responsibility of Property Owner. “Network Hardware” shall include (i) all accessions, attachments, accessories, tools, parts, supplies, replacements of and additions to the Network Hardware whether added now or at any time hereafter, and (ii) all proceeds, including insurance proceeds, from the sale, destruction, loss or other disposition of any Marketing Fees due to Marketing Representative and Marketing Representative shall immediately upon receipt of written notice from Verizon, return the Marketing Assistance Fee paid by Verizon to Marketing Representative pursuant the Agreement in accordance with the payback formula set forth on Exhibit C. In addition, Verizon will cease payment of Revenue Share Fees, if any. 6.20.5 In the event Verizon has not begun installation of the fiber optic facilities necessary for the provision of Services at Property within one year of the date of the final approval of agreed upon engineering plans, then either Party may terminate the Agreement with respect to that Property upon giving ninety (90) days prior written notice to the other. Termination of the Agreement shall be Marketing Representative’s sole and exclusive remedy against Verizon arising from any failure by Verizon to install such facilities. Marketing Representative waives all other remedies against 6.20.6 Verizon may terminate the Agreement without liability with respect to a Property upon ninety (90) days written notice to Marketing Representative if, in Verizon’s sole discretion, the provision of Services to the Property is or becomes infeasible for legal, technological, regulatory or economic reasons, or where Verizon’s access rights to the Property have been terminated. If the Agreement is terminated under the terms of this Section 6.20.6, Verizon shall pay any Marketing Assistance Fee and Revenue Share Fees due to Marketing Representative up to the date of termination of the Agreement. In addition, Marketing Representative shall retain any Marketing Fees paid prior to the date of such termination except in the case where Verizon’s access rights to a Property have been terminated by Marketing Representative prior to termination of the Agreement. Where Verizon’s access rights have been terminated, Marketing Representative shall immediately upon receipt of a written notice from Verizon return to Verizon the Marketing Assistance Fee paid by Verizon to Marketing Representative in accordance with the payback formula set forth on Exhibit C. EXHIBIT A MARKETING PROGRAMNetwork Hardware.