Common use of Competitive Equity Clause in Contracts

Competitive Equity. (A) The Grantee acknowledges and agrees that the City reserves the right to grant one (1) or more additional franchises or other similar lawful authorization to provide Cable Services within the City. If the City grants such an additional franchise or other similar lawful authorization containing material terms and conditions that differ from Grantee’s material obligations under this Franchise, then the City agrees that the obligations in this Franchise will, pursuant to the process set forth in this Section, be amended to include any material terms or conditions that it imposes upon the new entrant, or provide relief from existing material terms or conditions, so as to insure that the regulatory and financial burdens on each entity are materially equivalent. “Material terms and conditions” include, but are not limited to: Franchise Fees and Gross Revenues; insurance; System build-out requirements; security instruments; Public, Education and Government Access Channels and support; customer service standards; required reports and related record keeping; competitive equity (or its equivalent); audits; dispute resolution; remedies; and notice and opportunity to cure breaches. The parties agree that this provision shall not require a word for word identical franchise or authorization for a competitive entity so long as the regulatory and financial burdens on each entity are materially equivalent. Video programming services (as defined in the Cable Act) delivered over wireless broadband networks are specifically exempted from the requirements of this Section. (B) The modification process of this Franchise as provided for in Section 2.6 (A) shall only be initiated by written notice by the Grantee to the City regarding specified franchise obligations. Grantee’s notice shall address the following: (1) identifying the specific terms or conditions in the competitive cable services franchise which are materially different from Grantee’s obligations under this Franchise; (2) identifying the Franchise terms and conditions for which Grantee is seeking amendments; (3) providing text for any proposed Franchise amendments to the City, with a written explanation of why the proposed amendments are necessary and consistent. (C) Upon receipt of Grantee’s written notice as provided in Section 2.6 (B), the City and Grantee agree that they will use best efforts in good faith to negotiate Grantee’s proposed Franchise modifications, and that such negotiation will proceed and conclude within a ninety (90) day time period, unless that time period is reduced or extended by mutual agreement of the parties. If the City and Grantee reach agreement on the Franchise modifications pursuant to such negotiations, then the City shall amend this Franchise to include the modifications. (D) In the alternative to Franchise modification negotiations as provided for in Section 2.6 (C), or if the City and Grantee fail to reach agreement in such negotiations, Grantee may, at its option, elect to replace this Franchise by opting into the franchise or other similar lawful authorization that the City grants to another provider of Cable Services, so as to insure that the regulatory and financial burdens on each entity are equivalent. If Grantee so elects, the City shall immediately commence proceedings to replace this Franchise with the franchise issued to the other Cable Services provider. (E) Notwithstanding anything contained in this Section 2.6(A) through (D) to the contrary, the City shall not be obligated to amend or replace this Franchise unless the new entrant makes Cable Services available for purchase by Subscribers or customers under its franchise agreement with the City. (F) Notwithstanding any provision to the contrary, at any time that non-wireless facilities based entity, legally authorized by state or federal law, makes available for purchase by Subscribers or customers, Cable Services or multiple Channels of video programming within the Franchise Area without a franchise or other similar lawful authorization granted by the City, then: (1) Grantee may negotiate with the City to seek Franchise modifications as per Section 2.6(C) above; or (a) the term of Grantee’s Franchise shall, upon ninety (90) days written notice from Grantee, be shortened so that the Franchise shall be deemed to expire on a date eighteen (18) months from the first day of the month following the date of Grantee’s notice; or, (b) Grantee may assert, at Grantee’s option, that this Franchise is rendered “commercially impracticable,” and invoke the modification procedures set forth in Section 625 of the Cable Act.

Competitive Equity. (A) This Franchise is not exclusive. The Grantee acknowledges and agrees that the City reserves the right to grant one one (1) or more additional franchises or other similar lawful authorization to provide Cable Services within the City. If the City grants ; provided, however, that no such an additional franchise or other similar lawful authorization containing shall contain material terms or conditions which are substantially more favorable or less burdensome to the competitive entity than the material terms and conditions that differ from Grantee’s material obligations under this Franchise, then the City agrees that the obligations in this Franchise will, pursuant to the process set forth in this Section, be amended to include any material terms or conditions that it imposes upon the new entrant, or provide relief from existing material terms or conditions, so as to insure that the regulatory and financial burdens on each entity are materially equivalent. “Material terms and conditions” include, but are not limited to: Franchise Fees and Gross Revenues; insurance; System build-out requirements; security instruments; Public, Education and Government Access Channels and support; customer service standards; required reports and related record keeping; competitive equity (or its equivalent); audits; dispute resolution; remedies; and notice and opportunity to cure breachesherein. The parties agree that this provision shall not require a word for word identical franchise or authorization for a competitive entity so long as the regulatory and financial burdens on each entity are materially equivalent. Video programming services (as defined generally equivalent taking into account any difference in the Cable Act) delivered over wireless broadband networks are specifically exempted from number of subscribers served, the requirements number of PEG channels and aggregate support provided, the level of fees and taxes imposed, the term of the franchise, and all other circumstances affecting the relative burdens. If Grantee believes the City has granted a franchise in violation of this SectionSubsection 1.4(A), Grantee shall have the right to reopen this Franchise pursuant to Section 20. (B) The modification process of this Franchise as provided for in Section 2.6 (A) shall only be initiated by written notice by the Grantee to the City regarding specified franchise obligations. Grantee’s notice shall address the following: (1) identifying the specific terms or conditions in the competitive cable services franchise which are materially different from Grantee’s obligations under this Franchise; (2) identifying the Franchise terms and conditions for which Grantee is seeking amendments; (3) providing text for any proposed Franchise amendments to the City, with a written explanation of why the proposed amendments are necessary and consistent. (C) Upon receipt of Grantee’s written notice as provided in Section 2.6 (B), the City and Grantee agree that they will use best efforts in good faith to negotiate Grantee’s proposed Franchise modifications, and that such negotiation will proceed and conclude within a ninety (90) day time period, unless that time period is reduced or extended by mutual agreement of the parties. If the City and Grantee reach agreement on the Franchise modifications pursuant to such negotiations, then the City shall amend this Franchise to include the modifications. (D) In the alternative to Franchise modification negotiations as provided for in Section 2.6 (C), or if the City and Grantee fail to reach agreement in such negotiations, Grantee may, at its option, elect to replace this Franchise by opting into the franchise or other similar lawful authorization that the City grants to another provider of Cable Services, so as to insure that the regulatory and financial burdens on each entity are equivalent. If Grantee so elects, the City shall immediately commence proceedings to replace this Franchise with the franchise issued to the other Cable Services provider. (E) Notwithstanding anything contained in this Section 2.6(A) through (D) to the contrary, the City shall not be obligated to amend or replace this Franchise unless the new entrant makes Cable Services available for purchase by Subscribers or customers under its franchise agreement with the City. (F) Notwithstanding any provision to the contrary, at any time prior to the commencement of the Grantee’s thirty-six (36) month renewal window provided by Section 626 of the Cable Act, that a non-wireless facilities based entity, legally authorized by state or federal law, makes available for purchase by Subscribers or customers, Cable Services or multiple Channels channels of video programming Video Programming within the Franchise Area without a franchise or other similar lawful authorization granted by the City, then: (1) Grantee may negotiate with the City to seek Franchise modifications as per Section 2.6(C) above; or (a) then the term of Grantee’s Franchise shall, upon ninety (90) days written notice from Grantee, be shortened so that the Franchise shall be deemed to expire on a date eighteen thirty six (1836) months from the first day of the month following the date on which the competitor passes fifteen percent (15%) of Grantee’s notice; or,the homes in the Franchise Area and begins providing Cable Services. Grantee shall immediately thereafter secure franchise renewal rights pursuant to Section 626 of the Cable Act with no further notice to the City required. The City and Grantee shall then enter into proceedings consistent with Section 626 for renewal of this Franchise. The City and Grantee shall have all rights and obligations provided under said Section 626. In no event, however, shall the term of this Franchise be reduced to less than seven (7) years from the Effective Date of this Franchise. (bC) Notwithstanding any provision to the contrary, should any non-wireless facilities based entity provide Cable Service within the Franchise Area during the term of this Franchise without a franchise granted by the City, then Grantee shall have all rights which may be available to assert, at Grantee’s option, that this Franchise is rendered “commercially impracticable,” and invoke the modification procedures set forth in Section 625 of the Cable Act.

Competitive Equity. (A) a. The Grantee acknowledges and agrees that the City County reserves the right to grant one one (1) or more additional franchises or other similar lawful authorization to provide Cable Services within the City. If the City grants County; provided, however, that no such an additional franchise or other similar lawful authorization containing shall contain material terms or conditions which are substantially more favorable or less burdensome to the competitive entity than the material terms and conditions that differ from Grantee’s material obligations under this Franchiseherein, then the City agrees that the obligations in this Franchise will, pursuant to the process set forth in this Section, be amended to include any material terms or conditions that it imposes upon the new entrant, or provide relief from existing material terms or conditions, so as to insure that the regulatory and financial burdens on each entity are materially equivalent. “Material terms and conditions” includeincluding, but are not limited to: Franchise Fees and Gross RevenuesFees; insurance; System build-out requirements; security instruments; Public, Education and Government Access access Channels and support; customer service standards; required reports and related record keeping; competitive equity (or its equivalent); audits; dispute resolution; remedies; and notice and opportunity to cure breaches. The parties agree that this provision shall not require a word for word identical franchise or authorization for a competitive entity so long as the regulatory and financial burdens on each entity are materially generally equivalent. Video programming services (as defined in the Cable Act) delivered over wireless broadband networks are specifically exempted from the requirements of this Section. (B) The modification process of this Franchise as provided for in Section 2.6 (A) shall only be initiated by written notice If any such additional or competitive franchise is granted by the Grantee to the City regarding specified franchise obligations. Grantee’s notice shall address the following: (1) identifying the specific terms or conditions in the competitive cable services franchise which are materially different from Grantee’s obligations under this Franchise; (2) identifying the Franchise terms and conditions for which Grantee is seeking amendments; (3) providing text for any proposed Franchise amendments to the City, with a written explanation of why the proposed amendments are necessary and consistent. (C) Upon receipt of Grantee’s written notice as provided in Section 2.6 (B)County, the City and Grantee agree County agrees that they will use best efforts in good faith to negotiate Grantee’s proposed Franchise modifications, and that such negotiation will proceed and conclude within a ninety (90) day time period, unless that time period is reduced or extended by mutual agreement of the parties. If the City and Grantee reach agreement on the Franchise modifications pursuant to such negotiations, then the City it shall amend this Franchise to include the modificationsany more favorable or less burdensome terms or conditions. (D) In the alternative to Franchise modification negotiations as provided for in Section 2.6 (C), or if the City and Grantee fail to reach agreement in such negotiations, Grantee may, at its option, elect to replace this Franchise by opting into the franchise or other similar lawful authorization that the City grants to another provider of Cable Services, so as to insure that the regulatory and financial burdens on each entity are equivalent. If Grantee so elects, the City shall immediately commence proceedings to replace this Franchise with the franchise issued to the other Cable Services provider. (E) Notwithstanding anything contained in this Section 2.6(A) through (D) to the contrary, the City shall not be obligated to amend or replace this Franchise unless the new entrant makes Cable Services available for purchase by Subscribers or customers under its franchise agreement with the City. (F) b. Notwithstanding any provision to the contrary, at any time prior to the commencement of the Grantee’s thirty-six (36) month renewal window provided by Section 626 of the Cable Act, that a non-wireless facilities based entity, legally authorized by state or federal law, makes available for purchase by Subscribers or customers, Cable Services or multiple Channels of video programming Video Programming within the Franchise Area without a franchise or other similar lawful authorization granted by the CityCounty, then: (1) Grantee may negotiate with the City to seek Franchise modifications as per Section 2.6(C) above; or (a) then the term of Grantee’s Franchise shall, upon ninety (90) days written notice from Grantee, be shortened so that the Franchise shall be deemed to expire on a date eighteen thirty six (1836) months from the first day of the month following the date on which the competitor passes twenty-five percent (25%) of Grantee’s notice; or,the homes in the Franchise Area and begins providing Cable Service. Grantee shall immediately thereafter secure franchise renewal rights pursuant to Section 626 of the Cable Act with no further notice to the County required. The County and Grantee shall then enter into proceedings consistent with Section 626 for renewal of this Franchise. The County and Grantee shall have all rights and obligations provided under said Section 626. In no event, however, shall the term of this Franchise be reduced to less than eight (8) years from the effective date of this Franchise. (b) c. Notwithstanding any provision to the contrary, should any non-wireless facilities based entity provide Cable Service within the Franchise Area during the term of this Franchise without a franchise granted by the County, then Grantee shall have all rights which may be available to assert, at Grantee’s option, that this Franchise is rendered “commercially impracticable,” and invoke the modification procedures set forth in Section 625 of the Cable Act.

Competitive Equity. (A) The Grantee acknowledges and agrees that the City Grantor reserves the right to grant one one (1) or more additional franchises or other similar lawful authorization to utilize the Rights- of-Way in order to provide Cable Services within the CityFranchise Area. If the City Grantor grants such an additional franchise or other similar lawful authorization to utilize the Rights-of-Way for Cable Services containing material terms and conditions that differ from Grantee’s material obligations under this Franchise, or declines to require such franchise or other similar lawful authorization where it has the legal authority to do so, then the City Grantor agrees that the obligations in it shall amend this Franchise will, pursuant to the process set forth in this Section, be amended to include any material terms or conditions that it imposes upon makes available to the new entrant, or provide relief from existing material terms or conditionsfollowing Grantee’s request as described in subsection 2.6(B), so as to insure ensure that the regulatory and financial burdens on each entity are materially equivalent. “Material terms and conditions” include, but are not limited to: Franchise Fees and Gross Revenues; insurance; System build-out requirements; security instruments; Public, Education and Government Access Channels and support; customer service standards; required reports and related record keeping; competitive equity (or its equivalent); audits; dispute resolution; remedies; and notice and opportunity to cure breaches. The parties Parties agree that this provision shall not require a word for word identical franchise or authorization for a competitive entity so long as the regulatory and financial burdens on each entity are materially equivalent. Video programming services (as defined in the Cable Act) delivered over wireless broadband networks are specifically exempted from the requirements of this Section. (B) The modification process of this Franchise as provided for in Section 2.6 (Asubsection 2.6(A) shall only be initiated by written notice by the Grantee to the City Grantor regarding specified franchise obligations. Grantee’s notice shall address the following: (1) identifying the specific terms or conditions in the competitive cable services franchise which authorization granted in subsection 2.6(A) that are materially different from Grantee’s obligations under this Franchise; (2) identifying the basis for Grantee’s belief that certain provisions of the Franchise place Grantee at a competitive disadvantage; (3) identifying the Franchise terms and conditions for which Grantee is seeking amendments; and (34) providing text for any proposed Franchise amendments to the CityGrantor, with a written explanation of why the proposed amendments are necessary and consistent. Notwithstanding any modification of this Franchise pursuant to the provisions of this subsection 2.6, should any entity, whose authorization to provide Cable Services or similar video programming service resulted in a triggering of the amendments under this Section, fail or cease to provide such services within the Franchise Area, the Grantor may provide ninety (90) days’ written notice to Grantee of such fact, and the Grantor and Grantee shall enter into good faith negotiations to determine the original terms, conditions, and obligations of this Franchise shall be reinstated and fully effective. (C) Upon receipt of Grantee’s written notice as provided in Section 2.6 (Bsubsection 2.6(B), the City Grantor and Grantee agree that they will use best efforts in good faith to negotiate Grantee’s proposed Franchise modifications, and that such negotiation will proceed and conclude within a ninety (90) day time period, unless that time period is reduced or extended by mutual agreement of the partiesParties. If the City Grantor and Grantee reach agreement on the Franchise modifications pursuant to such negotiations, then the City Grantor shall amend this Franchise to include the modifications. (D) In the alternative to Franchise modification negotiations as provided for in Section 2.6 (C), or if the City and Grantee fail to reach agreement in such negotiations, Grantee may, at its option, elect to replace this Franchise by opting into the franchise or other similar lawful authorization that the City grants to another provider of Cable Services, so as to insure that the regulatory and financial burdens on each entity are equivalent. If Grantee so elects, the City shall immediately commence proceedings to replace this Franchise with the franchise issued to the other Cable Services provider. (E) Notwithstanding anything contained in this Section subsection 2.6(A) through (D) to the contrary, the City Grantor shall not be obligated to amend or replace this Franchise unless the new entrant makes Cable Services or similar video programming service available for purchase by Subscribers or customers under its franchise or similar agreement with the CityGrantor. (FE) Notwithstanding any provision to In the contrary, at any time event that non-wireless facilities based entitya wireline multichannel video programming distributor, legally authorized by state or federal law, makes available for purchase by Subscribers or customers, Cable Services or multiple Channels of wireline video programming services within the Franchise Area without a Cable Service franchise or other similar lawful authorization granted by the CityGrantor, then: then Grantee shall have a right to request Franchise amendments that relieve the Grantee of regulatory burdens that create a competitive disadvantage to Grantee. In requesting amendments, Grantee shall file a petition seeking to amend this Franchise. Such petition shall: (1) Grantee may negotiate with indicate the City to seek Franchise modifications as per Section 2.6(Cpresence of such wireline competitor; (2) above; or (a) the term of Grantee’s Franchise shall, upon ninety (90) days written notice from Grantee, be shortened so that identify the Franchise terms and conditions for which Grantee is seeking amendments; (3) provide the text of all proposed Franchise amendments to the Grantor, and (4) identify all material terms or conditions in the applicable state or federal authorization that are substantially more favorable or less burdensome to the competitive entity. The Grantor shall be deemed not unreasonably withhold consent to expire on a date eighteen (18) months from the first day of the month following the date of Grantee’s notice; or, (b) Grantee may assert, at Grantee’s option, that this Franchise is rendered “commercially impracticable,” and invoke the modification procedures set forth in Section 625 of the Cable Act's petition.

Competitive Equity. (A) The Grantee acknowledges and agrees that the City reserves the right to grant one one (1) or more additional franchises or other similar lawful authorization to provide Cable Services or other similar services within the City. If the City grants such an additional franchise or other similar lawful authorization containing material terms and conditions that differ from Grantee’s material obligations under this Franchise, then the City agrees that the obligations in this Franchise will, pursuant to the process set forth in this Section, be amended to include any material terms or conditions that it imposes upon the new entrant, entrant or provide relief from existing material terms or conditions, conditions so as to insure that the regulatory and financial burdens on each entity are materially equivalent. “Material terms and conditions” include, include but are not limited to: Franchise Fees and Gross Revenues; insurance; System build-out requirements; security instruments; Public, Education and Government Access Channels and support; customer service standards; required reports and related record keeping; competitive equity (or its equivalent); audits; dispute resolution; remedies; and notice and opportunity to cure breaches. The parties agree that this provision shall not require a word for word identical franchise or authorization for a competitive entity so long as the regulatory and financial burdens on each entity are materially equivalent. Video programming services (as defined in the Cable Act) delivered over wireless broadband networks are specifically exempted from the requirements of this Section. (B) The modification process of this Franchise as provided for in Section 2.6 (Asubsection 2.6(A) shall only be initiated by written notice by the Grantee to the City regarding specified franchise obligations. Grantee’s notice shall address the following: (1) identifying the specific terms or conditions in the competitive cable services Cable Services franchise which are materially different from Grantee’s obligations under this Franchise; (2) identifying the Franchise terms and conditions for which Grantee is seeking amendments; (3) providing text for any proposed Franchise amendments to the City, with a written explanation of why the proposed amendments are necessary and consistent. (C) Upon receipt of Grantee’s written notice as provided in Section 2.6 (Bsubsection 2.6(B), the City and Grantee agree that they will use best efforts negotiate in good faith to negotiate Grantee’s proposed Franchise modifications, modifications and that such negotiation will proceed and conclude within a ninety (90) day time period, period unless that time period is reduced or extended by mutual agreement of the parties. If the City and Grantee reach agreement on the Franchise modifications pursuant to such negotiations, then the City shall amend this Franchise to include the modifications. (D) In the alternative to Franchise modification negotiations as provided for in Section 2.6 (Csubsection 2.6(C), or if the City and Grantee fail to reach agreement in such negotiations, Grantee may, at its option, elect to replace this Franchise by opting into the franchise or other similar lawful authorization that the City grants to another provider of Cable Services, with the understanding that Grantee will use its then current system design and technology infrastructure to meet any requirements of the new franchise so as to insure that the regulatory and financial burdens on each entity are equivalent. If Grantee so elects, the City shall immediately commence proceedings to replace this Franchise with the franchise issued to the other Cable Services provider. (E) Notwithstanding anything contained in this Section subsection 2.6(A) through (D) to the contrary, the City shall not be obligated to amend or replace this Franchise unless the new entrant makes Cable Services available for purchase by Subscribers or customers under its franchise agreement with the City. (F) Notwithstanding any provision to the contrary, at any time that non-wireless a wireline facilities based entity, entity legally authorized by state or federal law, law makes available for purchase by Subscribers or customers, customers Cable Services or multiple Channels of video programming within the Franchise Area without a franchise or other similar lawful authorization granted by the City, then: (1) Grantee may negotiate with the City to seek Franchise modifications as per Section 2.6(Csubsection 2.6 (C) above; or (a) the term of Grantee’s Franchise shall, upon ninety (90) days days’ written notice from Grantee, be shortened so that the Franchise shall be deemed to expire on a date eighteen (18) months from the first day of the month following the date of Grantee’s notice; or, (b) Grantee may assert, at Grantee’s option, that this Franchise is rendered “commercially impracticable,” and invoke the modification procedures set forth in Section 625 of the Cable Act.

Competitive Equity. (A) The Grantee acknowledges and agrees that the City Grantor reserves the right to grant one (1) or more additional franchises or other similar lawful authorization to utilize the Rights-of-Way in order to provide Cable Services within the CityFranchise Area. If the City Grantor grants such an additional franchise or other similar lawful authorization to utilize the Rights-of-Way for Cable Services containing material terms and conditions that differ from Grantee’s material obligations under this Franchise, or declines to require such franchise or other similar lawful authorization where it has the legal authority to do so, then the City Grantor agrees that the obligations in this Franchise will, pursuant to the process set forth in this Section, be amended to include any material terms or conditions that it imposes upon the new entrant, or provide relief from existing material terms or conditions, so as to insure that the regulatory and financial burdens on each entity are materially equivalent. “Material terms and conditions” include, but are not limited to: Franchise Fees and Gross Revenues; complementary services; insurance; System build-out requirements; security instruments; Public, Education and Government Access Channels and support; customer service standards; required reports and related record keeping; competitive equity (or its equivalent); audits; dispute resolution; remedies; and notice and opportunity to cure breaches. The parties agree that this provision shall not require a word for word identical franchise or authorization for a competitive entity so long as the regulatory and financial burdens on each entity are materially equivalent. Video programming services (as defined in the Cable Act) delivered over wireless broadband networks are specifically exempted from the requirements of this Section. (B) The modification process of this Franchise as provided for in Section 2.6 (A) shall only be initiated by written notice by the Grantee to the City Grantor regarding specified franchise obligations. Grantee’s notice shall address the following: (1) identifying the specific terms or conditions in the competitive cable services franchise which are materially different from Grantee’s obligations under this Franchise; (2) identifying the Franchise terms and conditions for which Grantee is seeking amendments; (3) providing text for any proposed Franchise amendments to the CityGrantor, with a written explanation of why the proposed amendments are necessary and consistent. Notwithstanding any modification of this Franchise pursuant to the provisions of this subsection 2.6, should any entity, whose authorization to provide Cable Services or similar video programming service resulted in a triggering of the amendments under this Section, cease to provide such services within the City, the City may provide ninety (90) days’ written notice to Grantee of such fact, and the City and Grantee shall enter into good faith negotiations to determine which of the original terms, conditions and obligations of this Franchise shall be reinstated and fully effective. (C) Upon receipt of Grantee’s written notice as provided in Section 2.6 (B), the City Grantor and Grantee agree that they will use best efforts in good faith to negotiate Grantee’s proposed Franchise modifications, and that such negotiation will proceed and conclude within a ninety (90) day time period, unless that time period is reduced or extended by mutual agreement of the parties. If the City Grantor and Grantee reach agreement on the Franchise modifications pursuant to such negotiations, then the City Grantor shall amend this Franchise to include the modifications. (D) In the alternative to Franchise modification negotiations as provided for in Section 2.6 (C), or if the City Grantor and Grantee fail to reach agreement in such negotiations, Grantee may, at its option, elect to replace this Franchise by opting into the franchise or other similar lawful authorization that the City Grantor grants to another provider of Cable ServicesServices (with the understanding that Grantee will use its current system design and technology infrastructure to meet any requirements of the new franchise), so as to insure that the regulatory and financial burdens on each entity are equivalent. If Grantee so elects, the City Grantor shall immediately commence proceedings to replace this Franchise with the franchise issued to the other Cable Services multi-channel video programming provider. (E) Notwithstanding anything contained in this Section 2.6(A) through (D) to the contrary, the City Grantor shall not be obligated to amend or replace this Franchise unless the new entrant makes Cable Services or similar video programming service available for purchase by Subscribers or customers under its franchise agreement with the CityGrantor. (F) Notwithstanding any provision to the contrary, at any time that non-wireless facilities a wireline facilities- based entity, legally authorized by state or federal law, makes available for purchase by Subscribers or customers, Cable Services or multiple Channels of video programming within the Franchise Area without a franchise or other similar lawful authorization granted by the CityCity that permits a new entrant to utilize the Rights of Way granted by Grantor, then: (1) Grantee may negotiate with the City Grantor to seek Franchise modifications as per Section 2.6(C) above; or (a) the term of Grantee’s Franchise shall, upon ninety (90) days written notice from Grantee, be shortened so that the Franchise shall be deemed to expire on a date eighteen (18) months from the first day of the month following the date of Grantee’s noticenotice and Grantee shall be deemed to have timely invoked the renewal process under 47 USC 546; or, (b) Grantee may assert, at Grantee’s option, that this Franchise is rendered “commercially impracticable,” and invoke the modification procedures set forth in Section 625 of the Cable Act. For the purposes of this section, a “wireline facilities-based entity” means an entity, including the Grantor, that owns, controls or manages a significant portion of the wireline facilities located in the Grantor’s Rights-of-Way, over which the video programming services are delivered.

Competitive Equity. (A) The Grantee acknowledges and agrees that the City reserves the right to grant one (1) or more additional franchises or other similar lawful authorization authorizations to provide Video Programming services via Cable Services within Systems or similar wireline systems located in the CityRight of Way. If The City intends to treat wireline competitors in a nondiscriminatory manner in keeping with federal law. If, following the Effective Date of this Franchise, the City grants such an additional franchise or other similar lawful authorization containing material to use the Right of Way to provide such services and Grantee believes the City has done so on terms and conditions that differ from Grantee’s material materially more favorable than the obligations under this FranchiseAgreement, then the provisions of this subsection 1.4 will apply. (B) As part of this Franchise, the City agrees and Grantee have mutually agreed upon the following terms as a condition of granting the Franchise, which terms may place the Grantee at a significant competitive disadvantage if not required of a wireline competitor: the Franchise Fee, PEG funding, PEG Access Channels, records and reports, and customer service obligations (hereinafter “Material Obligations”). The City and Grantee agree that the obligations in this Franchise will, pursuant these Material Obligations bear no relationship to the process set forth in this Section, technology employed by the Grantee or a wireline competitor and as such can reasonably be amended expected to include any material terms or conditions that it imposes upon the new entrant, or provide relief from existing material terms or conditions, so as to insure that the regulatory and financial burdens on each entity are materially equivalent. “Material terms and conditions” include, but are not limited to: Franchise Fees and Gross Revenues; insurance; System build-out requirements; security instruments; Public, Education and Government Access Channels and support; customer service standards; required reports and related record keeping; competitive equity (or its equivalent); audits; dispute resolution; remedies; and notice and opportunity to cure breachesbe applied fairly across all wireline competitors. The parties City and Grantee further agree that this provision shall not require a word for word identical franchise or authorization for a competitive entity equity so long as the regulatory and financial burdens on each entity are materially generally equivalent. Video programming services (as defined in the Cable Act) delivered over wireless broadband networks are specifically exempted from the requirements of this Section. (B) The modification process of this Franchise as provided for in Section 2.6 (A) shall only be initiated by written notice by the Grantee to the City regarding specified franchise obligations. Grantee’s notice shall address the following: (1) identifying the specific terms or conditions in the competitive cable services franchise which are materially different from Grantee’s obligations under this Franchise; (2) identifying the Franchise terms and conditions for which Grantee is seeking amendments; (3) providing text for any proposed Franchise amendments to the City, with a written explanation of why the proposed amendments are necessary and consistent. (C) Upon receipt Within one (1) year of Granteethe adoption of a wireline competitor’s written notice as provided in Section 2.6 (B)franchise or similar authorization, Grantee must notify the City and Grantee agree that they will use best efforts in good faith to negotiate Grantee’s proposed Franchise modifications, and that such negotiation will proceed and conclude within a ninety (90) day time period, unless that time period is reduced or extended by mutual agreement writing of the partiesMaterial Obligations in this Franchise that exceed the Material Obligations of the wireline competitor’s franchise or similar authorization. If The City shall have one hundred twenty (120) days to agree to allow Grantee to adopt the same Material Obligations provided to the wireline competitor, or dispute that the Material Obligations are different. In the event the City disputes that the Material Obligations are different, Grantee may bring an action in federal or state court for a determination as to whether the Material Obligations are different and as to what franchise amendments would be necessary to remedy the disparity. Alternatively, Grantee reach agreement on the Franchise modifications pursuant to such negotiations, then may notify the City shall amend that it elects to immediately commence the renewal process under 47 U.S.C. § 546 and to have the remaining term of this Franchise shortened to include the modificationsnot more than thirty (30) months. (D) Nothing in this subsection 1.4 is intended to alter the rights or obligations of either party under applicable federal or state law, and it shall only apply to the extent permitted under applicable law and FCC orders. In the alternative to Franchise modification negotiations as provided for in Section 2.6 (C), or if no event will the City and Grantee fail be required to reach agreement in such negotiations, Grantee may, at its option, elect refund or to replace this Franchise by opting into offset against future amounts due the franchise or other similar lawful authorization that the City grants to another provider value of Cable Services, so as to insure that the regulatory and financial burdens on each entity are equivalent. If Grantee so elects, the City shall immediately commence proceedings to replace this Franchise with the franchise issued to the other Cable Services providerbenefits already received. (E) Notwithstanding anything contained in this Section 2.6(A) through (D) to the contrary, This provision does not apply if the City shall not be obligated is ordered or required to amend issue a franchise on different terms and conditions, or replace this Franchise unless it is legally unable to do so; and the relief is contingent on the new entrant makes Cable Services available Operator actually commencing provision of service in the market to its first customer. Should the new Cable Operator fail to continuously provide service for purchase by Subscribers or customers under its franchise agreement with the City. (F) Notwithstanding any provision to the contrary, at any time that non-wireless facilities based entity, legally authorized by state or federal law, makes available for purchase by Subscribers or customers, Cable Services or multiple Channels a period of video programming within the Franchise Area without a franchise or other similar lawful authorization granted by the City, then: (1) Grantee may negotiate with the City to seek Franchise modifications as per Section 2.6(C) above; or (a) the term of Grantee’s Franchise shall, upon ninety (90) days written notice from Grantee, be shortened so that the Franchise shall be deemed to expire on a date eighteen (18) months from the first day of the month following the date of Grantee’s notice; or, (b) Grantee may assert, at Grantee’s option, that this Franchise is rendered “commercially impracticable,” and invoke the modification procedures set forth in Section 625 of the Cable Act.six

Competitive Equity. (A) The Grantee acknowledges and agrees that the City reserves the right to grant one (1) or more additional franchises or other similar lawful authorization to provide Cable Services within the City. If the City grants such an additional franchise or other similar lawful authorization containing material terms and conditions that differ from GranteeXxxxxxx’s material obligations under this Franchise, then the City agrees that the obligations in this Franchise will, pursuant to the process set forth in this Section, be amended to include any material terms or conditions that it imposes upon the new entrant, or provide relief from existing material terms or conditions, so as to insure that the regulatory and financial burdens on each entity are materially equivalent. “Material terms and conditions” include, but are not limited to: Franchise Fees and Gross Revenues; insurance; System build-out requirements; security instruments; Public, Education and Government Access Channels and support; customer service standards; required reports and related record keeping; competitive equity (or its equivalent); audits; dispute resolution; remedies; and notice and opportunity to cure breaches. The parties agree that this provision shall not require a word for word identical franchise or authorization for a competitive entity so long as the regulatory and financial burdens on each entity are materially equivalent. Video programming services (as defined in the Cable Act) delivered over wireless broadband networks are specifically exempted from the requirements of this Section. (B) The modification process of this Franchise as provided for in Section 2.6 (A) shall only be initiated by written notice by the Grantee to the City regarding specified franchise obligations. GranteeXxxxxxx’s notice shall address the following: (1) identifying the specific terms or conditions in the competitive cable services franchise which are materially different from Grantee’s obligations under this Franchise; (2) identifying the Franchise terms and conditions for which Grantee is seeking amendments; (3) providing text for any proposed Franchise amendments to the City, with a written explanation of why the proposed amendments are necessary and consistent. (C) Upon receipt of GranteeXxxxxxx’s written notice as provided in Section 2.6 (B), the City and Grantee agree that they will use best efforts in good faith to negotiate GranteeXxxxxxx’s proposed Franchise modifications, and that such negotiation will proceed and conclude within a ninety (90) day time period, unless that time period is reduced or extended by mutual agreement of the parties. If the City and Grantee reach agreement on the Franchise modifications pursuant to such negotiations, then the City shall amend this Franchise to include the modifications. (D) In the alternative to Franchise modification negotiations as provided for in Section 2.6 (C), or if the City and Grantee fail to reach agreement in such negotiations, Grantee may, at its option, elect to replace this Franchise by opting into the franchise or other similar lawful authorization that the City grants to another provider of Cable Services, so as to insure that the regulatory and financial burdens on each entity are equivalent. If Grantee so elects, the City shall immediately commence proceedings to replace this Franchise with the franchise issued to the other Cable Services provider. (E) Notwithstanding anything contained in this Section 2.6(A) through (D) to the contrary, the City shall not be obligated to amend or replace this Franchise unless the new entrant makes Cable Services available for purchase by Subscribers or customers under its franchise agreement with the City. (F) Notwithstanding any provision to the contrary, at any time that non-wireless facilities based entity, legally authorized by state or federal law, makes available for purchase by Subscribers or customers, Cable Services or multiple Channels of video programming within the Franchise Area without a franchise or other similar lawful authorization granted by the City, then: (1) Grantee may negotiate with the City to seek Franchise modifications as per Section 2.6(C) above; or (a) the term of GranteeXxxxxxx’s Franchise shall, upon ninety (90) days written notice from Grantee, be shortened so that the Franchise shall be deemed to expire on a date eighteen (18) months from the first day of the month following the date of GranteeXxxxxxx’s notice; or, (b) Grantee may assert, at Grantee’s option, that this Franchise is rendered “commercially impracticable,” and invoke the modification procedures set forth in Section 625 of the Cable Act.

Competitive Equity. (A) The Grantee acknowledges and agrees that the City reserves the right to grant one franchises, as “franchise” is defined in the Cable Act (1) which definition shall apply throughout this Section 2.3.1), or more additional franchises or other similar lawful authorization authorizations to competitors of Franchisee to provide Cable Services within Service or similar video programming services via Cable Systems or similar wireline systems located in the CityRight-of-Way. If If, following the Effective Date of this Franchise Agreement, the City grants such an additional franchise or other similar lawful authorization containing material to use the Right-of-Way to provide such services on terms and conditions that differ from Grantee’s material obligations materially more favorable with respect to the Material Obligations (as defined in Section 2.3.1.1 below) of Franchisee under this FranchiseAgreement, then the provisions of this subsection 2.3.1 will apply. 2.3.1.1 As part of this Agreement, the City agrees that the obligations in this Franchise will, pursuant to the process set forth in this Section, be amended to include any material terms or conditions that it imposes and Franchisee have mutually agreed upon the new entrantfollowing terms as a condition of granting the Franchise: the Franchise fee and the definition of Gross Revenue, or provide relief from existing material terms or conditionsPEG funding, so as to insure that the regulatory PEG Access Channels, Institutional Network obligations, records and financial burdens on each entity are materially equivalent. reporting, liquidated damages, performance bonds, and customer service obligations (hereinafter “Material terms and conditions” include, but are not limited to: Franchise Fees and Gross Revenues; insurance; System build-out requirements; security instruments; Public, Education and Government Access Channels and support; customer service standards; required reports and related record keeping; competitive equity (or its equivalentObligations”); audits; dispute resolution; remedies; and notice and opportunity to cure breaches. The parties City and Franchisee further agree that this provision shall not require that a word for word competitor be granted identical franchise or authorization for a competitive entity terms so long as the regulatory and financial burdens on each entity terms are materially equivalent. Video programming services (as defined in the Cable Act) delivered over wireless broadband networks are specifically exempted from the requirements of this Sectionproportionately comparable. (B) The modification process of this Franchise as provided for in Section 2.6 (A) shall only be initiated by written notice by the Grantee to the City regarding specified franchise obligations. Grantee’s notice shall address the following: 2.3.1.2 Within one (1) identifying year of the specific terms adoption of a competitor’s franchise or conditions similar authorization, renewal, or extension or amendment of such, Franchisee must notify the City in writing of the competitive cable services Material Obligations in this Agreement that it contends exceed the Material Obligations of the competitor’s franchise which are materially different from Granteeor similar authorization, extension or amendment, or Franchisee’s rights and the City’s obligations provided in this Section 2.3 shall be waived. The City shall have one hundred twenty (120) days to agree to allow Franchisee to adopt the same Material Obligations provided to the competitor, or dispute that the Material Obligations are different. In the event the City disputes the Material Obligations are different, Franchisee may bring an action in federal court for a determination as to whether the Material Obligations are different and as to what franchise amendments would be necessary to remedy the disparity. 2.3.1.3 Nothing in this subsection 2.3 is intended to alter the rights or obligations of either party under this Franchise; (2) identifying applicable federal or state law, and it shall only apply to the Franchise extent permitted under such applicable law and FCC orders. In no event will the City be required to refund or to offset against future amounts due the value of benefits already received. 2.3.1.4 This Section 2.3.1 does not apply if the City cannot comply without violating applicable laws or regulations, or is required by specific court order or state or federal agency to issue a franchise on different terms and conditions (the FCC’s 2006 and 2007 Section 621 Orders are not such an order). The terms of this Section 2.3.1 apply only if the competitor actually commences provision of service in the Franchise Area to its first customer. If the competitor does not continuously provide service for which Grantee is seeking amendments; a period of six (36) providing text for any proposed Franchise amendments to the City, with a written explanation of why the proposed amendments are necessary and consistent. (C) Upon receipt of Grantee’s written notice as provided in Section 2.6 (B)months, the City has the right to implement this Franchise with its original terms upon sixty (60) days’ notice to Franchisee provided, that under such circumstance, all terms of the unmodified franchise shall apply throughout such six (6) month period and Grantee agree that they will use best efforts in good faith to negotiate Grantee’s proposed Franchise modifications, and that such negotiation will proceed and conclude within a ninety sixty (9060) day time notice period, unless that time period is reduced or extended by mutual agreement of the parties. If the City and Grantee reach agreement on the Franchise modifications . 2.3.1.5 This Section does not apply to common carrier systems exempted from franchise requirements pursuant to such negotiations, then the City shall amend this Franchise 47 U.S.C. § 571; or to include the modifications. (D) In the alternative to Franchise modification negotiations as provided for in Section 2.6 (C), or if the City and Grantee fail to reach agreement in such negotiations, Grantee may, at its option, elect to replace this Franchise by opting into the franchise systems that are awarded franchises or other similar lawful authorization that authorizations to serve less than fifteen percent (15%) of the households in the total geographic area of the City grants or to another provider serve less than 50% of Cable Servicesall households in at least one of Franchise Areas I, so as II, III, or IV; or to insure systems that only provide video services via the regulatory and financial burdens on each entity are equivalent. If Grantee so elects, the City shall immediately commence proceedings to replace this Franchise with the franchise issued to the other Cable Services providerpublic Internet. (E) Notwithstanding anything contained in this Section 2.6(A) through (D) to the contrary, the City shall not be obligated to amend or replace this Franchise unless the new entrant makes Cable Services available for purchase by Subscribers or customers under its franchise agreement with the City. (F) Notwithstanding any provision to the contrary, at any time that non-wireless facilities based entity, legally authorized by state or federal law, makes available for purchase by Subscribers or customers, Cable Services or multiple Channels of video programming within the Franchise Area without a franchise or other similar lawful authorization granted by the City, then: (1) Grantee may negotiate with the City to seek Franchise modifications as per Section 2.6(C) above; or (a) the term of Grantee’s Franchise shall, upon ninety (90) days written notice from Grantee, be shortened so that the Franchise shall be deemed to expire on a date eighteen (18) months from the first day of the month following the date of Grantee’s notice; or, (b) Grantee may assert, at Grantee’s option, that this Franchise is rendered “commercially impracticable,” and invoke the modification procedures set forth in Section 625 of the Cable Act.

Competitive Equity. (A) The Grantee acknowledges and agrees that the City reserves the right to grant one (1) or more additional franchises or other similar lawful authorization authorizations to provide Video Programming services via Cable Services within Systems or similar wireline systems located in the CityRight of Way. If The City intends to treat wireline competitors in a nondiscriminatory manner in keeping with federal law. If, following the Effective Date of this Franchise, the City grants such an additional franchise or other similar lawful authorization containing material to use the Right of Way to provide such services and Xxxxxxx believes the City has done so on terms and conditions that differ from Grantee’s material materially more favorable than the obligations under this FranchiseAgreement, then the provisions of this subsection 1.4 will apply. (B) As part of this Franchise, the City agrees and Grantee have mutually agreed upon the following terms as a condition of granting the Franchise, which terms may place the Grantee at a significant competitive disadvantage if not required of a wireline competitor: the Franchise Fee, PEG funding, PEG Access Channels, records and reports, and customer service obligations (hereinafter “Material Obligations”). The City and Grantee agree that the obligations in this Franchise will, pursuant these Material Obligations bear no relationship to the process set forth in this Section, technology employed by the Grantee or a wireline competitor and as such can reasonably be amended expected to include any material terms or conditions that it imposes upon the new entrant, or provide relief from existing material terms or conditions, so as to insure that the regulatory and financial burdens on each entity are materially equivalent. “Material terms and conditions” include, but are not limited to: Franchise Fees and Gross Revenues; insurance; System build-out requirements; security instruments; Public, Education and Government Access Channels and support; customer service standards; required reports and related record keeping; competitive equity (or its equivalent); audits; dispute resolution; remedies; and notice and opportunity to cure breachesbe applied fairly across all wireline competitors. The parties City and Grantee further agree that this provision shall not require a word for word identical franchise or authorization for a competitive entity equity so long as the regulatory and financial burdens on each entity are materially generally equivalent. Video programming services (as defined in the Cable Act) delivered over wireless broadband networks are specifically exempted from the requirements of this Section. (B) The modification process of this Franchise as provided for in Section 2.6 (A) shall only be initiated by written notice by the Grantee to the City regarding specified franchise obligations. Grantee’s notice shall address the following: (1) identifying the specific terms or conditions in the competitive cable services franchise which are materially different from Grantee’s obligations under this Franchise; (2) identifying the Franchise terms and conditions for which Grantee is seeking amendments; (3) providing text for any proposed Franchise amendments to the City, with a written explanation of why the proposed amendments are necessary and consistent. (C) Upon receipt Within one (1) year of Granteethe adoption of a wireline competitor’s written notice as provided in Section 2.6 (B)franchise or similar authorization, Grantee must notify the City and Grantee agree that they will use best efforts in good faith to negotiate Grantee’s proposed Franchise modifications, and that such negotiation will proceed and conclude within a ninety (90) day time period, unless that time period is reduced or extended by mutual agreement writing of the partiesMaterial Obligations in this Franchise that exceed the Material Obligations of the wireline competitor’s franchise or similar authorization. If The City shall have one hundred twenty (120) days to agree to allow Grantee to adopt the same Material Obligations provided to the wireline competitor, or dispute that the Material Obligations are different. In the event the City disputes that the Material Obligations are different, Grantee may bring an action in federal or state court for a determination as to whether the Material Obligations are different and as to what franchise amendments would be necessary to remedy the disparity. Alternatively, Grantee reach agreement on the Franchise modifications pursuant to such negotiations, then may notify the City shall amend that it elects to immediately commence the renewal process under 47 U.S.C. § 546 and to have the remaining term of this Franchise shortened to include the modificationsnot more than thirty (30) months. (D) Nothing in this subsection 1.4 is intended to alter the rights or obligations of either party under applicable federal or state law, and it shall only apply to the extent permitted under applicable law and FCC orders. In the alternative to Franchise modification negotiations as provided for in Section 2.6 (C), or if no event will the City and Grantee fail be required to reach agreement in such negotiations, Grantee may, at its option, elect refund or to replace this Franchise by opting into offset against future amounts due the franchise or other similar lawful authorization that the City grants to another provider value of Cable Services, so as to insure that the regulatory and financial burdens on each entity are equivalent. If Grantee so elects, the City shall immediately commence proceedings to replace this Franchise with the franchise issued to the other Cable Services providerbenefits already received. (E) Notwithstanding anything contained in this Section 2.6(A) through (D) to the contrary, This provision does not apply if the City shall not be obligated is ordered or required to amend issue a franchise on different terms and conditions, or replace this Franchise unless it is legally unable to do so; and the relief is contingent on the new entrant makes Cable Services available Operator actually commencing provision of service in the market to its first customer. Should the new Cable Operator fail to continuously provide service for purchase by Subscribers or customers under its franchise agreement with the City. (F) Notwithstanding any provision to the contrary, at any time that non-wireless facilities based entity, legally authorized by state or federal law, makes available for purchase by Subscribers or customers, Cable Services or multiple Channels a period of video programming within the Franchise Area without a franchise or other similar lawful authorization granted by the City, then: (1) Grantee may negotiate with the City to seek Franchise modifications as per Section 2.6(C) above; or (a) the term of Grantee’s Franchise shall, upon ninety (90) days written notice from Grantee, be shortened so that the Franchise shall be deemed to expire on a date eighteen (18) months from the first day of the month following the date of Grantee’s notice; or, (b) Grantee may assert, at Grantee’s option, that this Franchise is rendered “commercially impracticable,” and invoke the modification procedures set forth in Section 625 of the Cable Act.six

Competitive Equity. (A) The Grantee acknowledges and agrees that the City Town reserves the right to grant one (1) or more additional franchises or other similar lawful authorization to utilize the Rights-of-Way in order to provide Cable Services within the CityTown. If the City Town grants such an additional franchise or other similar lawful authorization that permits a new entrant to utilize the Rights-of-Way for Cable Services containing material terms and conditions that differ from Grantee’s material obligations under this Franchise, or declines to require such franchise or other similar lawful authorization where it has the legal authority to do so, then the City agrees parties agree that the obligations in this Franchise will, pursuant to the process set forth in this Section, be amended to include any material terms or conditions that it imposes upon the new entrant, or provide relief from existing material terms or conditions, so as to insure that the regulatory and financial burdens on each entity are materially equivalent. “Material terms and conditions” include, but are not limited to: Franchise Fees and Gross Revenues; complimentary services; insurance; System build-out requirements; security instruments; Public, Education and Government Access Channels Channel and support; customer service standards; required reports and related record keeping; competitive equity (or its equivalent); audits; dispute resolution; remedies; and notice and opportunity to cure breaches. The parties agree that this provision shall not require a word for word identical franchise or authorization for a competitive entity so long as the regulatory and financial burdens on each entity are materially equivalent. Video programming services (as defined in the Cable Act) delivered over wireless broadband networks are specifically exempted from the requirements of this Section. (B) The modification process of this Franchise as provided for in Section 2.6 (A) shall only be initiated by written notice by the Grantee to the City Town regarding specified franchise obligations. GranteeXxxxxxx’s notice shall address the following: (1) identifying the specific terms or conditions in the competitive cable services Cable Services franchise or similar lawful authorization which are materially different from Grantee’s obligations under this Franchise; (2) identifying the Franchise terms and conditions for which Grantee is seeking amendments; (3) providing text for any proposed Franchise amendments to the CityTown, with a written explanation of why the proposed amendments are necessary and consistent. (C) Upon receipt of GranteeXxxxxxx’s written notice as provided in Section 2.6 (B), the City Town and Grantee agree that they will use best efforts in good faith to negotiate GranteeXxxxxxx’s proposed Franchise modifications, and that such negotiation will proceed and conclude within a ninety (90) day time period, unless that time period is reduced or extended by mutual agreement of the parties. If the City Town and Grantee reach agreement on the Franchise modifications pursuant to such negotiations, then the City Town shall amend this Franchise to include the modifications. (D) In the alternative to Franchise modification negotiations as provided for in Section 2.6 (C), or if the City Town and Grantee fail to reach agreement in such negotiations, Grantee may, at its option, elect to replace this Franchise by opting into the franchise or other similar lawful authorization that the City Town grants to another provider of Cable ServicesServices (with the understanding that Grantee will use its current Cable System design and technology infrastructure to meet any requirements of the new franchise), so as to insure that the regulatory and financial burdens on each entity are equivalent. If Grantee so elects, the City Town shall immediately commence proceedings to replace this Franchise with the franchise or similar lawful authorization issued to the other provider of Cable Services providerServices. (E) Notwithstanding anything contained in this Section 2.6(A) through (D) to the contrary, the City Town shall not be obligated to amend or replace this Franchise unless the new entrant makes Cable Services available for purchase by Subscribers or customers under its franchise agreement or similar lawful authorization with the CityTown. (F) Notwithstanding any provision to the contrary, at any time that nona wireline-wireless based entity with facilities based entity, legally authorized by state or federal law, used to deliver Cable Services located in the Town’s Rights of Way makes available for purchase by Subscribers or customers, Cable Services or multiple Channels of video programming within the Franchise Area without a franchise or other similar lawful authorization that permits a new entrant to utilize the Rights of Way granted by the CityTown, then: (1) Grantee may negotiate with the City Town to seek Franchise modifications as per Section 2.6(C2.6(B)-(D) above; or (a) the term of GranteeXxxxxxx’s Franchise shall, upon ninety (90) days written notice from Grantee, be shortened so that the Franchise shall be deemed to expire on a date eighteen (18) months from the first day of the month following the date of Grantee’s noticenotice and Grantee shall be deemed to have timely invoked the renewal process under Section 626 of the Cable Act (47 U.S.C. 546); or, (b) Grantee may assert, at Grantee’s option, that this Franchise is rendered “commercially impracticable,” and invoke the modification procedures set forth in Section 625 of the Cable ActAct (47 U.S.C. 545).

Competitive Equity. (A) The Grantee acknowledges and agrees that the City reserves the right to grant one one (1) or more additional franchises or other similar lawful authorization to provide Cable Services within the City. If the City grants such an additional franchise or other similar lawful authorization containing material terms and conditions that differ from Grantee’s material obligations under this Franchise, then the City agrees that the obligations in this Franchise will, pursuant to the process set forth in this Section, be amended to include any material terms or conditions that it imposes upon the new entrant, or provide relief from existing material terms or conditions, so as to insure that the regulatory and financial burdens on each entity are materially equivalent. “Material terms and conditions” include, but are not limited to: Franchise Fees and Gross Revenues; insurance; System build-out requirements; security instruments; Public, Education and Government Access Channels and support; customer service standards; required reports and related record keeping; competitive equity (or its equivalent); audits; dispute resolution; remedies; and notice and opportunity to cure breaches. The parties agree that this provision shall not require a word for word identical franchise or authorization for a competitive entity so long as the regulatory and financial burdens on each entity are materially equivalent. Video programming services (as defined in the Cable Act) delivered over wireless broadband networks are specifically exempted from the requirements of this Section. (B) The modification process of this Franchise as provided for in Section 2.6 (A) shall only be initiated by written notice by the Grantee to the City regarding specified franchise obligations. Grantee’s notice shall address the following: (1) identifying the specific terms or conditions in the competitive cable services franchise which are materially different from Grantee’s obligations under this Franchise; (2) identifying the Franchise terms and conditions for which Grantee is seeking amendments; (3) providing text for any proposed Franchise amendments to the City, with a written explanation of why the proposed amendments are necessary and consistent. (C) Upon receipt of Grantee’s written notice as provided in Section 2.6 (B), the City and Grantee agree that they will use best efforts in good faith to negotiate Grantee’s proposed Franchise modifications, and that such negotiation will proceed and conclude within a ninety (90) day time period, unless that time period is reduced or extended by mutual agreement of the parties. If the City and Grantee reach agreement on the Franchise modifications pursuant to such negotiations, then the City shall amend this Franchise to include the modifications. (D) In the alternative to Franchise modification negotiations as provided for in Section 2.6 (C), or if the City and Grantee fail to reach agreement in such negotiations, Grantee may, at its option, elect to replace this Franchise by opting into the franchise or other similar lawful authorization that the City grants to another provider of Cable Services, so as to insure that the regulatory and financial burdens on each entity are equivalent. If Grantee so elects, the City shall immediately commence proceedings to replace this Franchise with the franchise issued to the other Cable Services provider. (E) Notwithstanding anything contained in this Section 2.6(A) through (D) to the contrary, the City shall not be obligated to amend or replace this Franchise unless the new entrant makes Cable Services available for purchase by Subscribers or customers under its franchise agreement with the City. (F) Notwithstanding any provision to the contrary, at any time that non-wireless facilities based entity, legally authorized by state or federal law, makes available for purchase by Subscribers or customers, Cable Services or multiple Channels of video programming within the Franchise Area without a franchise or other similar lawful authorization granted by the City, then: (1) Grantee may negotiate with the City to seek Franchise modifications as per Section 2.6(C) above; or (a) the term of Grantee’s Franchise shall, upon ninety (90) days written notice from Grantee, be shortened so that the Franchise shall be deemed to expire on a date eighteen (18) months from the first day of the month following the date of Grantee’s notice; or, (b) Grantee may assert, at Grantee’s option, that this Franchise is rendered “commercially impracticable,” and invoke the modification procedures set forth in Section 625 of the Cable Act.

Competitive Equity. (A) 2.7.1. The Grantee acknowledges Franchisee and agrees that the City reserves Authority acknowledge that there is increasing competition in the right video marketplace; that new technologies are emerging that enable the provision of new and advanced services to grant one (1) or more additional franchises or other similar lawful authorization residents of the Franchise Area; and changes in the scope and application of the traditional regulatory framework governing the provision of video services are being considered in a variety of federal, state and local venues. To xxxxxx an environment where video service providers using the public rights-of-way can compete on a competitively neutral and nondiscriminatory basis; encourage the provision of new and advanced services to residents of the Franchise Area; promote local communications infrastructure investments and economic opportunities in the Franchise Area; and provide Cable Services within flexibility in the City. If event of subsequent changes in the law, the Franchisee and the City grants such an additional franchise or other similar lawful authorization containing material terms and conditions that differ from Grantee’s material obligations under this Franchise, then the City agrees that the obligations in this Franchise will, pursuant have agreed to the process set forth provisions in this Section, and they should be amended to include interpreted and applied with such purposes in mind. 2.7.2. Notwithstanding any material terms or conditions that it imposes upon the new entrant, or provide relief from existing material terms or conditions, so as to insure that the regulatory and financial burdens on each entity are materially equivalent. “Material terms and conditions” include, but are not limited to: Franchise Fees and Gross Revenues; insurance; System build-out requirements; security instruments; Public, Education and Government Access Channels and support; customer service standards; required reports and related record keeping; competitive equity (or its equivalent); audits; dispute resolution; remedies; and notice and opportunity to cure breaches. The parties agree that this other provision shall not require a word for word identical franchise or authorization for a competitive entity so long as the regulatory and financial burdens on each entity are materially equivalent. Video programming services (as defined in the Cable Act) delivered over wireless broadband networks are specifically exempted from the requirements of this Section. (B) The modification process Agreement or any other provision of this Franchise as provided for in Section 2.6 (A) shall only be initiated by written notice by the Grantee to the City regarding specified franchise obligations. Grantee’s notice shall address the following: (1) identifying the specific terms or conditions in the competitive cable services franchise which are materially different from Grantee’s obligations under this Franchise; (2) identifying the Franchise terms and conditions for which Grantee is seeking amendments; (3) providing text for any proposed Franchise amendments to the Citylaw, with a written explanation of why the proposed amendments are necessary and consistent. (C) Upon receipt of Grantee’s written notice as provided in Section 2.6 (B), the City and Grantee agree that they will use best efforts in good faith to negotiate Grantee’s proposed Franchise modifications, and that such negotiation will proceed and conclude within a ninety (90) day time period, unless that time period is reduced or extended by mutual agreement of the parties. If the City and Grantee reach agreement on the Franchise modifications pursuant to such negotiations, then the City shall amend this Franchise to include the modifications. (D) In the alternative to Franchise modification negotiations as provided for in Section 2.6 (C), or if the City and Grantee fail to reach agreement in such negotiations, Grantee may, at its option, elect to replace this Franchise by opting into the grants a franchise or other similar lawful authorization that the City grants to enters into a comparable form of agreement with another provider of Cable Services, so as to insure that the regulatory and financial burdens on each entity are equivalent. If Grantee so elects, the City shall immediately commence proceedings to replace this Franchise with the franchise issued to the other Cable Services provider. providing video programming (E) Notwithstanding anything contained in this Section 2.6(A) through (D“Competing Provider”) to residents of the contraryCity, the City shall not be obligated to amend make the grant on more favorable or replace this Franchise unless the new entrant makes Cable Services available for purchase by Subscribers or customers under its franchise less burdensome terms, when taken as a whole. If such an agreement with the City. (F) Notwithstanding any provision to the contrary, at any time that non-wireless facilities based entity, legally authorized by state or federal law, makes available for purchase by Subscribers or customers, Cable Services or multiple Channels of video programming within the Franchise Area without granting a franchise or similar authorization imposes monetary, free service, right- of-way oversight, build-out, or equipment or facilities provisions (including, without limitation, provisions for carriage of PEG channels and capital support for such channels) that are more favorable or less burdensome than those imposed by the corresponding terms of this Agreement, then the Franchisee shall have the right to petition for amendments to the Franchise that relieve the Franchisee of burdens that create a competitive disadvantage to the Franchisee. Such petition shall: (i) indicate the grant of the competing franchise or similar authorization; (ii) identify the basis for Franchisee’s belief that certain provisions of the Franchise Agreement place the Franchisee at a competitive disadvantage; and (iii) identify the provisions of this Agreement to be amended or repealed in order to eliminate the competitive disadvantage. The City shall not unreasonably deny Franchisee’s petition, provided that, in determining the reasonableness of the petition, the City may consider any lawful factor, including, without limitation (i) whether the technology or facilities used by the competitor impose any materially different burdens on the streets, sidewalks, alleys and public ways of the City or other similar lawful property of the City; (ii) the technological characteristics and capabilities of the competitor’s system or network; and (iii) whether the competitor offers benefits to the City or to City residents that are in addition to and materially different from those offered by the Franchisee. The City and the Franchisee agree that the offering of competition by the Competing Provider will not be considered a “material benefit” under the terms of this Agreement. 2.7.3. If there is no written agreement or other authorization granted by between the new Competing Provider and the City, then: the Franchisee shall have a right to petition for amendments to the Franchise that relieve the Franchisee of burdens that create a competitive disadvantage to the Franchisee. Such petition shall: (1i) Grantee may negotiate with indicate the presence of a Competing Provider or Providers; (ii) identify the basis for Franchisee’s belief that certain provisions of the Franchise Agreement place Franchisee at a competitive disadvantage; (iii) identify the provisions of this Agreement to be amended or repealed in order to eliminate the competitive disadvantage. The City shall not unreasonably deny Franchisee’s petition, provided that, in determining the reasonableness of the petition, the City to seek Franchise modifications as per Section 2.6(Cmay consider any lawful factor, including, without limitation (i) above; or (a) whether the term of Grantee’s Franchise shalltechnology or facilities used by the Competing Provider impose any materially different burdens on the streets, upon ninety (90) days written notice from Granteesidewalks, be shortened so that the Franchise shall be deemed to expire on a date eighteen (18) months from the first day alleys and public ways of the month following the date of Grantee’s notice; or, (b) Grantee may assert, at Grantee’s option, that this Franchise is rendered “commercially impracticable,” and invoke the modification procedures set forth in Section 625 City or other property of the Cable Act.City;

Competitive Equity. ‌ (A) The Grantee acknowledges and agrees that the City Town reserves the right to grant one (1) or more additional franchises or other similar lawful authorization to utilize the Rights-of-Way in order to provide Cable Services within the CityTown. If the City Town grants such an additional franchise or other similar lawful authorization that permits a new entrant to utilize the Rights-of-Way for Cable Services containing material terms and conditions that differ from Grantee’s material obligations under this Franchise, or declines to require such franchise or other similar lawful authorization where it has the legal authority to do so, then the City agrees parties agree that the obligations in this Franchise will, pursuant to the process set forth in this Section, be amended to include any material terms or conditions that it imposes upon the new entrant, or provide relief from existing material terms or conditions, so as to insure that the regulatory and financial burdens on each entity are materially equivalent. “Material terms and conditions” include, but are not limited to: Franchise Fees and Gross Revenues; complimentary services; insurance; System build-out requirements; security instruments; Public, Education and Government Access Channels Channel and support; customer service standards; required reports and related record keeping; competitive equity (or its equivalent); audits; dispute resolution; remedies; and notice and opportunity to cure breaches. The parties agree that this provision shall not require a word for word identical franchise or authorization for a competitive entity so long as the regulatory and financial burdens on each entity are materially equivalent. Video programming services (as defined in the Cable Act) delivered over wireless broadband networks are specifically exempted from the requirements of this Section. (B) The modification process of this Franchise as provided for in Section 2.6 (A) shall only be initiated by written notice by the Grantee to the City Town regarding specified franchise obligations. GranteeXxxxxxx’s notice shall address the following: (1) identifying the specific terms or conditions in the competitive cable services Cable Services franchise or similar lawful authorization which are materially different from Grantee’s obligations under this Franchise; (2) identifying the Franchise terms and conditions for which Grantee is seeking amendments; (3) providing text for any proposed Franchise amendments to the CityTown, with a written explanation of why the proposed amendments are necessary and consistent. (C) Upon receipt of GranteeXxxxxxx’s written notice as provided in Section 2.6 (B), the City Town and Grantee agree that they will use best efforts in good faith to negotiate GranteeXxxxxxx’s proposed Franchise modifications, and that such negotiation will proceed and conclude within a ninety (90) day time period, unless that time period is reduced or extended by mutual agreement of the parties. If the City Town and Grantee reach agreement on the Franchise modifications pursuant to such negotiations, then the City Town shall amend this Franchise to include the modifications. (D) In the alternative to Franchise modification negotiations as provided for in Section 2.6 (C), or if the City Town and Grantee fail to reach agreement in such negotiations, Grantee may, at its option, elect to replace this Franchise by opting into the franchise or other similar lawful authorization that the City Town grants to another provider of Cable ServicesServices (with the understanding that Grantee will use its current Cable System design and technology infrastructure to meet any requirements of the new franchise), so as to insure that the regulatory and financial burdens on each entity are equivalent. If Grantee so elects, the City Town shall immediately commence proceedings to replace this Franchise with the franchise or similar lawful authorization issued to the other provider of Cable Services providerServices. (E) Notwithstanding anything contained in this Section 2.6(A) through (D) to the contrary, the City Town shall not be obligated to amend or replace this Franchise unless the new entrant makes Cable Services available for purchase by Subscribers or customers under its franchise agreement or similar lawful authorization with the CityTown. (F) Notwithstanding any provision to the contrary, at any time that nona wireline-wireless based entity with facilities based entity, legally authorized by state or federal law, used to deliver Cable Services located in the Town’s Rights of Way makes available for purchase by Subscribers or customers, Cable Services or multiple Channels of video programming within the Franchise Area without a franchise or other similar lawful authorization that permits a new entrant to utilize the Rights of Way granted by the CityTown, then: (1) Grantee may negotiate with the City Town to seek Franchise modifications as per Section 2.6(C2.6(B)-(D) above; or (a) the term of GranteeXxxxxxx’s Franchise shall, upon ninety (90) days written notice from Grantee, be shortened so that the Franchise shall be deemed to expire on a date eighteen (18) months from the first day of the month following the date of Grantee’s noticenotice and Grantee shall be deemed to have timely invoked the renewal process under Section 626 of the Cable Act (47 U.S.C. 546); or, (b) Grantee may assert, at Grantee’s option, that this Franchise is rendered “commercially impracticable,” and invoke the modification procedures set forth in Section 625 of the Cable ActAct (47 U.S.C. 545).

Competitive Equity. (A) The Grantee acknowledges and agrees that the City Grantor reserves the right to grant one one (1) or more additional franchises or other similar lawful authorization to provide Cable Services within the City. If the City Grantor grants such an additional franchise or other similar lawful authorization containing material terms and conditions that differ from Grantee’s material obligations under this Franchise, then the City Grantor agrees that the obligations in this Franchise will, pursuant to the process set forth in this Section, be amended to include any material terms or conditions that it imposes upon the new entrant, or provide relief from existing material terms or conditions, so as to insure that the regulatory and financial burdens on each entity are materially equivalent. “Material terms and conditions” include, but are not limited to: Franchise Fees and Gross Revenues; insurance; System build-out requirements; security instruments; Public, Education and Government Access Channels and support; customer service standards; required reports and related record keeping; competitive equity (or its equivalent); audits; dispute resolution; remedies; and notice and opportunity to cure breaches. The parties agree that this provision shall not require a word for word identical franchise or authorization for a competitive entity so long as the regulatory and financial burdens on each entity are materially equivalent. Video programming services (as defined in the Cable Act) delivered over wireless broadband networks are specifically exempted from the requirements of this Section. (B) The modification process of this Franchise as provided for in Section 2.6 (A) shall only be initiated by written notice by the Grantee to the City Grantor regarding specified franchise obligations. Grantee’s notice shall address the following: (1) identifying the specific terms or conditions in the competitive cable services franchise which are materially different from Grantee’s obligations under this Franchise; (2) identifying the Franchise terms and conditions for which Grantee is seeking amendments; (3) providing text for any proposed Franchise amendments to the CityGrantor, with a written explanation of why the proposed amendments are necessary and consistent. (C) Upon receipt of GranteeXxxxxxx’s written notice as provided in Section 2.6 (B), the City Grantor and Grantee Xxxxxxx agree that they will use best efforts in good faith to negotiate GranteeXxxxxxx’s proposed Franchise modifications, and that such negotiation will proceed and conclude within a ninety (90) day time period, unless that time period is reduced or extended by mutual agreement of the parties. If the City Grantor and Grantee reach agreement on the Franchise modifications pursuant to such negotiations, then the City Grantor shall amend this Franchise to include the modifications. (D) In the alternative to Franchise modification negotiations as provided for in Section 2.6 (C), or if the City Grantor and Grantee fail to reach agreement in such negotiations, Grantee may, at its option, elect to replace this Franchise by opting into the franchise or other similar lawful authorization that the City Grantor grants to another provider of Cable Services, with the understanding that Grantee will use its current system design and technology infrastructure to meet any requirements of the new franchise so as to insure that the regulatory and financial burdens on each entity are equivalent. If Grantee so elects, the City Grantor shall immediately commence proceedings to replace this Franchise with the franchise issued to the other Cable Services provider. (E) Notwithstanding anything contained in this Section 2.6(A) through (D) to the contrary, the City Grantor shall not be obligated to amend or replace this Franchise unless the new entrant makes Cable Services available for purchase by Subscribers or customers under its franchise agreement with the City. (F) Notwithstanding any provision to the contrary, at any time that non-wireless a wireline facilities based entity, legally authorized by state or federal law, makes available for purchase by Subscribers or customers, Cable Services or multiple Channels of video programming within the Franchise Area without a franchise or other similar lawful authorization granted by the CityGrantor, then: (1) Grantee may negotiate with the City Grantor to seek Franchise modifications as per Section 2.6(C) above; or (a) the term of GranteeXxxxxxx’s Franchise shall, upon ninety (90) days written notice from Grantee, be shortened so that the Franchise shall be deemed to expire on a date eighteen (18) months from the first day of the month following the date of GranteeXxxxxxx’s notice; or, (b) Grantee may assert, at Grantee’s option, that this Franchise is rendered “commercially impracticable,” and invoke the modification procedures set forth in Section 625 of the Cable Act.