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6. Grantee shall use its best efforts to minimize Service interruptions during • the rebuild period. II. CONSTRUCTION OF SYSTEM UPGRADE/REBUILD The Grantee must submit a construction schedule and specific construction sequencing plans for the system upgrade/rebuild accompanied by a separate map showing: (a) the location of the master headend, all subheadends/hubs, headend to hub interconnect network, fiber backbone, and all studio facilities within the System; and (b) the proposed distribution of all principal trunk and feeder lines throughout the System (including termination points of all lines). All such construction schedules shall be fully justified on the basis of factors which will affect construction in the City, and the Grantee should set out any factors which may adversely affect its ability to meet the schedules. The Grantee must submit an updated construction schedule to the City on a quarterly basis until the completion of the system upgrade/rebuild. The system upgrade/rebuild shall be completed as set forth in Section 7.01, unless the schedule for completion is amended in accordance with the terms of this Franchise. No less than thirty (30) days prior to completion of the system upgrade/rebuild, the Grantee shall notify the City that a system upgrade/rebuild is substantially complete. The City and the Grantee shall arrange for, and Grantee shall cooperate fully in support of, such inspections as the City shall deem appropriate, • pursuant to Section 7.03, to enable the City to ascertain whether the system upgrade/rebuild has been completed as scheduled. At the City's discretion, such inspection may pertain to: physical plant installation; optical, RF, analog, digital or other distribution system performance and other elements. The City shall accept the completion of the system upgrade/rebuild upon the City's satisfaction that the obligations of the Grantee to complete the system upgrade/rebuild have been fulfilled in all respects. Upon completion of the system upgrade/rebuild, the Grantee shall be capable of providing the upgraded Service to every area in the City. III. MODIFICATIONS AND AMENDMENTS Except to the extent allowed under federal, state or local law, this Exhibit A may not be modified or amended without prior written approval of both parties, provided that the City may, upon petition of the Grantee, amend or grant other appropriate relief from the construction terms set forth in Section I of this Exhibit A, and the plan(s) for the sequence of construction as described in Section II of this Exhibit A. • A-2