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<br />Coaxial I-Net to any other entity for any purpose, commercial or otherwise. <br /> <br />2. Grantor's Continued Use of the Coaxial I-Net. <br /> <br />(a) Grantor will continue to use the Coaxial I-Net for voice, video, and <br />data communications between the governmental, quasi-governmental, and educational facilities <br />within the franchise service area that are identified in Exhibit D-2 to this Agreement. Such use <br />shall be consistent with Grantor's prior use under the pre-existing franchise agreement that is <br />referenced in paragraph (A) of the Recitals to this Agreement. Grantor shall not provide any <br />commercial services over the Coaxial I-Net, or engage in any manner in the business of <br />producing, packaging, distributing, marketing, or otherwise providing, offering, promoting, or <br />branding such voice, video, and data communications signals. <br /> <br />(b) The parties acknowledge that unanticipated events could adversely <br />affect the manner in which Grantee has historically owned and operated the Coaxial I-Net over <br />the last two decades. These unanticipated events may include, without limitation: <br /> <br />(i) The imposition of fees in excess ofthose charged upon the <br />effective date of this Agreement by the owner or owners of poles, conduit, or similar structures <br />used by Grantee in operating the Coaxial I-Net within the franchise service area. <br />(ii) The imposition by state or federal regulatory agencies of <br />new fees or assessments related to Grantee's ownership or operation ofthe Coaxial I-Net within <br />the franchise service area. <br /> <br />(iii) The initiation of proceedings by state or federal regulatory <br />agencies, or by competitive telecommunications service providers, to impose public utility or <br />common carrier status upon Grantee solely by virtue of Grantee's ownership and operation of the <br />Coaxial I-Net within the franchise service area. <br /> <br />(iv) Changes in applicable laws or regulations that will have the <br />effect of imposing public utility or common carrier status upon Grantee solely by virtue of <br />Grantee's ownership and operation of the Coaxial I-Net within the franchise service area. <br /> <br />(v) Judicial decisions that alter the relationship between <br />Grantee, as the owner and operator of the Coaxial I-Net, and Grantor (including its designated <br />public entities and agencies) as the sole users of the Coaxial I-Net within the franchise service <br />area. <br /> <br />(c) Based upon the actual record relating to the ownership, operation <br />and use of the Coaxial I-Net over the last two decades, and the non-occurrence of events of the <br />nature specified above in paragraph (b), the mutual expectation of the parties is that the Coaxial <br />I-Net will continue to function in the future as it has in the past. Notwithstanding this mutual <br />expectation, upon the occurrence of any event of the nature specified above in paragraph (b), the <br />following provisions will apply: <br /> <br />(i) Grantee will immediately give written notice to Grantor of <br /> <br />12097-0002\680672v19.doc <br /> <br />F-9 <br /> <br />City of Santa Ana <br />EXECUTION COPY 4/07/05 <br />