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• <br />9.2. Eugene may terminate this Agreement at any time by delivering to <br />Giustina a document in recordable form stating that this Agreement is terminated <br />effective on a date following delivery. The fee shall then be prorated to the first <br />day of the month nearest the effective date of termination and Giustina shall <br />return to Eugene the prorated amount representing the remaining portion of the <br />5 year term, providing that Giustina shall not be obligated to return more than <br />$1,500. Giustina shall have no obligation to return any portion of the fee if <br />Eugene is in default at any time prior to the effective date of the termination. <br />10. Option to Renew. <br />Eugene may elect to renew the term of this Agreement for an additional <br />period of 5 years by notifying Giustina not earlier than 180 days and not later <br />than 60 days before the expiration of the original term. The parties shall meet <br />within 30 days of notification to agree upon the fair market value of the fee for <br />the renewal term. If the parties fail to agree by 30 days before the expiration of <br />the original term, the fee shall be set by arbitration as herein provided. In no <br />event shall the fee for the renewal term under this Agreement be less than <br />$2,750, plus 4% compounded annually nor shall it be greater than $2,750 plus <br />10% compounded annually from April 15, 2006. <br />11. Transfer of Interests: Binding Effect. <br />11.1. Giustina shall give its consent to an assignment or transfer of this <br />Agreement by Eugene providing the assignee or transferee is capable, <br />especially financially, of performing all of Eugene's obligations in the Agreement <br />and enters into an agreement assuming these obligations in a form acceptable to <br />Giustina. In the event of an assignment or transfer, Eugene shall not be released <br />from its obligations in this Agreement unless this release is given in writing by <br />Giustina. <br />11.2. Eugene may not grant licenses of its rights under this Agreement. <br />Users of the communication facilities other than Eugene and its agents and <br />contractors, shall have no right to use the Road unless they have entered into a <br />separate agreement with Giustina. <br />11.3. This Agreement shall inure to the benefit of and shall be binding <br />upon not only the parties hereto but also upon their respective heirs, successors, <br />representatives and assigns in accordance with the terms hereof. Provided, <br />however, that nothing contained in this paragraph shall alter the restrictions <br />above relating to assignment. <br />12. Default. Time and specific performance are the essence of this <br />Agreement. Eugene shall be in default of this Agreement if: <br />It fails to pay any sum of money required to be paid within twenty (20) <br />days after it is due; or <br />EASEMENT AGREEMENT - 4 <br />