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ARTICLE 19 <br /> DEFAULT <br /> 19.1 The following events shall constitute (Events of Default), the occurrence of which <br /> shall constitute a material breach of this Agreement and entitle the non-defaulting party to seek <br /> the rights and remedies available to it under the terms of this Section 19, Default: <br /> (a) Failure by Customer to pay any amount when due and such failure is not cured <br /> within thirty(30)calendar days following receipt of written notice of such failure, <br /> or <br /> (b) Failure by either party to observe or perform any other material obligation <br /> under this Agreement when such failure shall continue for a period of thirty(30) <br /> calendar days (or such longer period as may be agreed upon by the parties in <br /> writing; provided that the defaulting party commences to cure such failure <br /> within such thirty (30) calendar day period and thereafter diligently pursues <br /> such cure) after written notice. <br /> 19.2 Rights and Remedies of Customer. Upon the occurrence of an Event of Default <br /> by or with respect to the CITY, Customer shall be entitled to terminate this Agreement. <br /> 19.3 Rights and Remedies of the CITY. Upon the occurrence of an Event of Default by <br /> or with respect to Customer, the CITY shall have the right to: (i) terminate the Agreement; (ii) <br /> recover actual amounts owed by Customer to the CITY that accrued on or prior to the date of <br /> termination;and/or(iii)recover Damages. In addition to the foregoing, Customer shall be deemed <br /> to have abandoned the Dark Fiber, and to have conveyed to CITY all right, title and interest in <br /> and to the Dark Fiber. Customer shall provide to the CITY a bill of sale or such other documents <br /> as may be reasonably necessary to evidence such abandonment and/or conveyance. <br /> 19.4 Notwithstanding anything to the contrary contained in this Agreement, Customer's <br /> sole and exclusive remedy for any failure by the CITY to deliver the Dark Fiber by the Anticipated <br /> Completion Date shall be limited to those contained in this Section 19.4. In the event the CITY <br /> shall have failed to deliver the Dark Fiber within ninety(90)days after the Anticipated Completion <br /> Date (as such date may be extended by Events of Force Majeure or under the terms of this <br /> Agreement), then Customer may terminate this Agreement with respect to such Segment and <br /> receive a refund of the Initial Payment allocable to such Segment. If Customer elects to so <br /> terminate, neither Party shall have any further duties or obligations to the other Party(except for <br /> the CITY'S obligation to so refund the allocable Initial Payment)under this Agreement with respect <br /> to such cancelled Segment. In the event the CITY shall have failed to deliver the Dark Fiber in <br /> any Segment within twelve (12) months after the Effective Date, then this Agreement shall <br /> automatically terminate with respect to such Segment and CITY shall refund to Customer the <br /> Initial Payment with respect to such Segment, and the CITY shall have no further duties or <br /> obligations hereunder with respect to such Segment. <br /> 16 <br />