Common use of GRANT OF IRU Clause in Contracts

GRANT OF IRU. 2.1 In consideration for the payment by Customer to Cableco of the Granting Price and the O&M Costs, Cableco grants to Customer effective as of the Granting Date an IRU in the Capacity, subject to the terms and conditions set forth in this Agreement. 2.2 The Capacity shall be provided between the Hand-off Points, and shall be presented to Customer via WorldCom leased access circuits as set forth below. The provision of the aforementioned leased circuits from the Hand-off Points to Customer's premises by Cableco shall be subject to WorldCom Technologies, Inc.'s standard terms and conditions as set forth in the WorldCom Capacity Access Service Agreement, copy of which is attached hereto as Schedule 2. 2.3 Cableco shall use commercially reasonable efforts to make the Capacity available to Customer by March 31, 1999 (the "Capacity Request Date"). Cableco shall, upon its making the Capacity available to Customer in accordance with this Subsection 2.3, demonstrate to the reasonable satisfaction of Customer the performance of such Capacity against testing criteria (to be determined in Cableco's sole discretion) to be provided by Cableco. In the event Customer makes use of the Capacity prior to the Capacity Request Date, it shall be deemed to have acknowledged that availability of such Capacity and to have delivered a notice to Cableco on such date. 2.4 Customer acknowledges that Gemini may from time to time require use of the Capacity for the purpose of conducting tests, adjustments and work and Customer shall make the Capacity available to Gemini (or to its subsidiaries or agents) for such purpose, at such times as may be necessary for such Capacity to be maintained in efficient working order. In the event Gemini shall require access to the Capacity as described in this Subsection 2.4, Cableco shall provide written notice (the "Test Notice") to Customer as soon as commercially reasonable, but in no event will the notice be less than 5 business days. In the event that delivery of the Test Notice is not commercially reasonable, Cableco shall contact Customer by telephone at such location as Customer may from time to time notify Cableco in writing immediately prior to the commencement of any such tests, adjustments or work. All such tests, adjustments or work shall be performed at such times and in such manner as shall minimize or prevent any interruption in or interference with the Capacity. 2.5 The communications capability and efficiency of any Capacity may be optimized by Customer by the use of equipment, provided that the use and operation of such equipment by Customer or any person or entity claiming through or under Customer shall not (i) cause any interruption of, or interference to, the use of any other capacity on the Gemini Network, (ii) prevent the use of similar equipment by other owners or operators of the Gemini Network, (iii) impair privacy of any communications over such facilities, (iv) cause damage to any plant or equipment, or (v) create hazards to employees, affiliates or connecting companies of Cableco, Customer, or any other user, owner or operator of the Gemini Network or the public; and provided, further, that Customer shall indemnify Cableco in connection with the use of any such equipment by Customer or any person or entity claiming through or under Customer in accordance with the provisions of Subsection 2.5. Such equipment, if used, shall not constitute a part of the Gemini Network. In addition, Customer shall bear the cost of any additional protective apparatus reasonably required to be installed because of the use of such facilities by Customer, any lessees of Customer, or any customer or customers of Customer or of any such lessee. Customer shall, in any agreements with third parties for the sale of any interests in the Capacity, include in such agreements provisions substantially in the form of those contained in this Subsection 2.5.