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the event, which written notice will set forth in detail the facts then known about the event, the anticipated effect of that event upon Grantee's continued ownership and operation of the Coaxial I-Net, and the nexus, ifany, between that event and the Grantor's use of the Coaxial I-Net for voice, video, and data communications within the franchise service area. (ii) Following Grantee's delivery of written notice, the parties will meet and confer. The parties will undertake a mutual assessment of the event, its actual or potential effect on the continued ownership, operation and use of the Coaxial I-Net within the franchise service area, the actual or potential costs and expenses attributable to the event, the options and alternatives available to the parties, and such other matters as may reasonably be related to the event. Ifno mutually acceptable response to or resolution of the anticipated effects of the event is agreed upon, then the parties will in good faith assess the financial feasibility and technical practicability of the continued operation and use of the Coaxial I-Net and the alternatives to the Coaxial I-Net that may then exist. 3. Title. All right, title and interest in the Coaxial I-Net provided by Grantee hereunder shall at all times remain exclusively with Grantee. Except as expressly provided elsewhere in this Agreement, Grantor shall be responsible for delegating all authority for the use ofthe Coaxial I-Net. 4. Liens and Encumbrances. Grantor shall not, either directly or indirectly, create, impose or suffer to be imposed any lien upon (a) any property interest of Grantee in the Coaxial I-Net, or (b) the rights or title relating to the Coaxial I-Net, or any interest therein. Grantor will promptly, at its own expense, take such action as may be necessary to discharge any such lien. 5. Relocation of Facilities. Grantor recognizes that, from time to time, Grantee may elect or be required to relocate the Coaxial I-Net. Where such relocation is solely for the Grantee's convenience, Grantee shall be solely responsible for all costs incurred to relocate the Coaxial I-Net. (Relocations requested by governmental authorities shall not be deemed to be for the convenience of Grantee.) In all other cases (including street widening or improvement projects), Grantor may, in its discretion, pay the direct, out-of-pocket costs of the relocation, if the relocation involves only the Coaxial I-Net, and only to the extent that such costs cannot be recovered from a third party. Grantor will, however, have the option of terminating all use of the Coaxial I-Net and paying Grantee any then unpaid amounts that are due and payable under Section II of this Exhibit F. Grantee will use commercially reasonable efforts to effect any relocation in a manner that will not cause any material interruption to Grantor's use ofthe Coaxial I-Net. Grantee shall use commercially reasonable efforts to give Grantor at least one month prior notice of any relocation or of any governmental proceedings that could reasonably be expected to result in a relocation, or such shorter period of notice that Grantee receives from a governmental authority, and Grantor shall have the right to participate in those proceedings. 6. Disclaimer of Warranties. EXCEPT FOR GRANTEE'S REPRESENT A TION THA T IT WILL ENSURE THA T THE OPERA nON OF THE COAXIAL I-NET MEETS ALL RELEV ANT STANDARDS AS SET FORTH IN APPLICABLE LAW, GRANTEE MAKES NO GENERAL, SPECIAL, EXPRESS, OR 12097 -0002\680672v 19 .doc F-IO City of Santa Ana EXEClJTlON COPY 4/07/05