Common use of ACCEPTANCE OF FRANCHISE OBLIGATIONS Clause in Contracts

ACCEPTANCE OF FRANCHISE OBLIGATIONS. 3.1.2.1. Nothing in this Transfer Agreement amends or alters the Franchise Documents or any requirements therein in any way, and all provisions of the Franchise Documents remain in full force and effect and are enforceable in accordance with their terms and with applicable law. 3.1.2.2. The Companies agree that neither the Proposed Transaction nor the County's approval of the Proposed Transaction shall in any respect relieve the Certificate Holder or any of its successors in interest of responsibility for past acts or omissions, known or unknown. Certificate Holder hereby agrees that it shall continue to be liable for any such acts and omissions, known and unknown, including liability for any and all previously accrued but unfulfilled obligations to the County under the Franchise Documents and applicable law, for all purposes, including but not limited to review of past performance for purposes of determining whether its Franchise should be renewed. Certificate Holder agrees that all acts and omissions of Certificate Holder occurring prior to the effective date of this Agreement will continue to be deemed to be those of Certificate Holder. The Proposed Transaction shall not restrict or expand the rights of the Certificate Holder under or related to the Franchise Documents as compared to those that could have been exercised by the Certificate Holder prior to the Proposed Transaction. 3.1.2.3. The Companies shall ensure that all records pertaining to the Franchise, including financial records, shall continue to be available to the County after the Proposed Transaction to the same extent such information was available prior to the Proposed Transaction, and pursuant to procedures no more burdensome to the County than those in effect prior to the Proposed Transaction. 0.0.0.0. XX&T Comcast agrees that, from and after the consummation of the Proposed Transaction, it shall not take or fail to take any action that would prevent the Certificate Holder from fully complying with all of the terms and conditions set forth in the Franchise Documents and (when executed and delivered) this Transfer Agreement. 3.1.2.5. Pursuant to Section 3.20(a) of the Certificate, in the event of any future transfer, the Companies shall provide the County complete and accurate copies of all documents required by the FCC Form 394 and the Franchise Documents as part of any transfer application. 3.1.2.6. The Companies agree to provide a parent company guarantee in a form acceptable to the County, guaranteeing performance by Comcast Cable of all of Certificate Holder’s obligations under the Franchise Documents and this Transfer Agreement. The guarantee shall remain in effect through December 31, 2006. In addition, Certificate Holder shall replace the letter of credit provided pursuant to Section 3.7 of the Certificate with a new letter of credit in the amount of $300,000. The new letter of credit shall comply with all of the requirements of Section 3.7 of the Certificate and Section 41.2-14 of the Cable Ordinance. Finally, Certificate Holder may, at its option, replace the $2 million performance bond now in effect with a bond in the amount of $1 million. The guarantee and the new letter of credit must be provided within thirty (30) days of the closing of the Proposed Transaction. 3.1.2.7. The Certificate Holder agrees to reimburse the County for all costs, including fees and expenses, actually and reasonably incurred (including, without limitation, for attorneys and financial and technical consultants) in the County’s review of the Transfer Application, including but not limited to the costs of negotiations, evaluating the past performance and qualifications of Certificate Holder and AT&T Comcast, and preparing this Agreement and related documentation. Pursuant to Section 3.20(d) of the Certificate, the Certificate Holder shall reimburse the County regardless of whether the Transfer Application is approved or the Proposed Transaction is consummated. The County shall provide the Certificate Holder with an accounting and invoices of these fees and expenses. The amount of the application fee shall be credited against the County’s fees and expenses. Payment to the County shall be delivered within thirty (30) days of receipt of the documentation, and interest on any late payment shall accrue at the rate specified in the Certificate for late franchise fee payments. Such payments are in addition to any franchise fee, and such payments shall not be treated as costs eligible for treatment as conditions of the franchise in accordance with 47 CFR §76.925. Failure to make timely payment of these costs and expenses, except to the extent that they are the subject of legitimate dispute, shall constitute a material violation of this Agreement.

ACCEPTANCE OF FRANCHISE OBLIGATIONS. 3.1.2.1. Nothing in this Transfer Agreement amends or alters the Franchise Documents or any requirements therein in any way3.1 KNOLOGY hereby accepts, acknowledges, and agrees that, after the PROPOSED TRANSACTION, KNOLOGY will be bound by all provisions the commitments, duties, and obligations, present, continuing and future, of the Franchise Documents remain FRANCHISEE embodied in full force the FRANCHISE DOCUMENTS, and that the PROPOSED TRANSACTION will have no effect and are enforceable in accordance with their terms and with applicable lawon these obligations. 3.1.2.2. The Companies 3.2 VERIZON and the COMPANIES agree that neither the Proposed Transaction PROPOSED TRANSACTION nor the County's COUNTY’s approval of the Proposed Transaction PROPOSED TRANSACTION shall in any respect relieve the Certificate Holder FRANCHISEE or any of its successors in interest of responsibility for its past acts or omissions, known or unknown. Certificate Holder VERIZON hereby agrees that that, except to the extent otherwise covered by separate agreements, it shall continue to be liable for any such its past acts and omissions, known and unknown, including liability for any and all previously accrued but unfulfilled obligations to the County COUNTY, under the Franchise Documents FRANCHISE DOCUMENTS and applicable law, for all purposes, including but not limited to review of past performance performance. KNOLOGY agrees that, for purposes of determining whether its Franchise FRANCHISE should be renewed. Certificate Holder agrees that , all acts and omissions of Certificate Holder FRANCHISEE occurring prior to the effective date of this Agreement will continue to be deemed to be those of Certificate HolderKNOLOGY. The Proposed Transaction PROPOSED TRANSACTION shall not restrict or expand the rights of the Certificate Holder COMPANIES under or related to the Franchise Documents FRANCHISE DOCUMENTS as compared to those that could have been exercised by the Certificate Holder FRANCHISEE prior to the Proposed TransactionPROPOSED TRANSACTION. 3.1.2.3. The Companies 3.3 VERIZON shall ensure that all records pertaining to the FranchiseFRANCHISE, including financial records, shall continue to be available to the County after the Proposed Transaction PROPOSED TRANSACTION in the same way and to the same extent such information was available prior to the Proposed Transaction, and pursuant to procedures no more burdensome PROPOSED TRANSACTION. KNOLOGY shall ensure that all records pertaining to the County than those FRANCHISE in effect its possession, shall continue to be available after the PROPOSED TRANSACTION in the same way and to the same extent such information was available prior to the Proposed TransactionPROPOSED TRANSACTION. 0.0.0.03.4 KNOLOGY represents and warrants that it has and will have complete and actual working control over the system. 3.5 KNOLOGY shall execute and submit to the COUNTY an Acceptance of Franchise by KNOLOGY in substantially the form attached hereto as Exhibit B. 3.6 KNOLOGY agrees to provide a guarantee from KNOLOGY, INC. XX&T Comcast agrees and KNOLOGY NEW MEDIA in the form specified in Exhibit A, which is acceptable to the COUNTY, guaranteeing performance by KNOLOGY of all of KNOLOGY’s obligations under the FRANCHISE DOCUMENTS and this Transfer Agreement. The signed guarantees must be provided on or before the closing of the PROPOSED TRANSACTION. 3.7 VERIZON and the COMPANIES agree that, from and after the consummation of the Proposed Transaction, PROPOSED TRANSACTION it shall not take or fail to take any action that would prevent the Certificate Holder from fully complying comply with all of the terms and conditions set forth in the Franchise Documents and (when executed and delivered) this Transfer Agreement. 3.1.2.5. Pursuant to Section 3.20(a) of the CertificateVERIZON agrees that it will not take any action, in the event of any future transferwithout cause, the Companies shall provide the County complete and accurate copies of all documents required by the FCC Form 394 and the Franchise Documents as part of any transfer application. 3.1.2.6. The Companies agree to provide a parent company guarantee in a form acceptable to the County, guaranteeing performance by Comcast Cable of all of Certificate Holder’s that prevents KNOLOGY from complying with its obligations under the Franchise Documents and or this Transfer Agreement. The guarantee shall remain VERIZON agrees that it will provide the County 20 days prior notice of any action taken by VERIZON which may reasonably result in effect through December 31an interruption or degradation of service to KNOLOGY subscribers on account of a failure by KNOLOGY to meet an obligation under any agreement between KNOLOGY and VERIZON. 3.8 KNOLOGY and the COUNTY agree to the assignment, 2006. In additionby VERIZON, Certificate Holder shall replace the letter of credit provided pursuant to Section 3.7 all rights and responsibilities under terms of the Certificate Production Truck Usage Agreement, dated December 5, 2000, consistent with a new letter of credit in the amount of $300,000. The new letter of credit shall comply with all of terms as incorporated through the requirements of Section 3.7 of the Certificate FRANCHISE AGREEMENT between Verizon Media Ventures Inc. and Section 41.2-14 of the Cable Ordinance. Finally, Certificate Holder may, at its option, replace the $2 million performance bond now in effect with a bond in the amount of $1 million. The guarantee and the new letter of credit must be provided within thirty (30) days of the closing of the Proposed TransactionPinellas County. 3.1.2.7. The Certificate Holder agrees to reimburse the County for all costs, including fees and expenses, actually and reasonably incurred (including, without limitation, for attorneys and financial and technical consultants) in the County’s review of the Transfer Application, including but not limited to the costs of negotiations, evaluating the past performance and qualifications of Certificate Holder and AT&T Comcast, and preparing this Agreement and related documentation. Pursuant to Section 3.20(d) of the Certificate, the Certificate Holder shall reimburse the County regardless of whether the Transfer Application is approved or the Proposed Transaction is consummated. The County shall provide the Certificate Holder with an accounting and invoices of these fees and expenses. The amount of the application fee shall be credited against the County’s fees and expenses. Payment to the County shall be delivered within thirty (30) days of receipt of the documentation, and interest on any late payment shall accrue at the rate specified in the Certificate for late franchise fee payments. Such payments are in addition to any franchise fee, and such payments shall not be treated as costs eligible for treatment as conditions of the franchise in accordance with 47 CFR §76.925. Failure to make timely payment of these costs and expenses, except to the extent that they are the subject of legitimate dispute, shall constitute a material violation of this Agreement.

ACCEPTANCE OF FRANCHISE OBLIGATIONS. 3.1.2.1. Nothing in this Transfer Agreement amends or alters the Franchise Documents or any requirements therein in any way3.1 KNOLOGY hereby accepts, acknowledges, and agrees that, after the PROPOSED TRANSACTION, KNOLOGY will be bound by all provisions the commitments, duties, and obligations, present, continuing and future, of the Franchise Documents remain FRANCHISEE embodied in full force the FRANCHISE DOCUMENTS, and that the PROPOSED TRANSACTION will have no effect and are enforceable in accordance with their terms and with applicable lawon these obligations. 3.1.2.2. The Companies 3.2 VERIZON and the COMPANIES agree that neither the Proposed Transaction PROPOSED TRANSACTION nor the County's CITY’s approval of the Proposed Transaction PROPOSED TRANSACTION shall in any respect relieve the Certificate Holder FRANCHISEE or any of its successors in interest of responsibility for its past acts or omissions, known or unknown. Certificate Holder VERIZON hereby agrees that that, except to the extent otherwise covered by separate agreements, it shall continue to be liable for any such its past acts and omissions, known and unknown, including liability for any and all previously accrued but unfulfilled obligations to the County CITY, under the Franchise Documents FRANCHISE DOCUMENTS and applicable law, for all purposes, including but not limited to review of past performance performance. KNOLOGY agrees that, for purposes of determining whether its Franchise FRANCHISE should be renewed. Certificate Holder agrees that , all acts and omissions of Certificate Holder FRANCHISEE occurring prior to the effective date of this Agreement will continue to be deemed to be those of Certificate HolderKNOLOGY. The Proposed Transaction PROPOSED TRANSACTION shall not restrict or expand the rights of the Certificate Holder COMPANIES under or related to the Franchise Documents FRANCHISE DOCUMENTS as compared to those that could have been exercised by the Certificate Holder FRANCHISEE prior to the Proposed TransactionPROPOSED TRANSACTION. 3.1.2.3. The Companies 3.3 VERIZON shall ensure that all records pertaining to the FranchiseFRANCHISE, including financial records, shall continue to be available to the County after the Proposed Transaction PROPOSED TRANSACTION in the same way and to the same extent such information was available prior to the Proposed Transaction, and pursuant to procedures no more burdensome PROPOSED TRANSACTION. KNOLOGY shall ensure that all records pertaining to the County than those FRANCHISE in effect its possession, shall continue to be available after the PROPOSED TRANSACTION in the same way and to the same extent such information was available prior to the Proposed TransactionPROPOSED TRANSACTION. 0.0.0.03.4 KNOLOGY represents and warrants that it has and will have complete and actual working control over the system. 3.5 KNOLOGY shall execute and submit to the CITY an Acceptance of Franchise by KNOLOGY in substantially the form attached hereto as Exhibit B. 3.6 KNOLOGY agrees to provide a guarantee from Knology, Inc. and KNOLOGY NEW MEDIA in the form specified in Exhibit A, which is acceptable to the CITY, guaranteeing performance by KNOLOGY of all of KNOLOGY’s obligations under the FRANCHISE DOCUMENTS and this Transfer Agreement. XX&T Comcast agrees The signed guarantees must be provided on or before the closing of the PROPOSED TRANSACTION. 3.7 VERIZON and the COMPANIES agree that, from and after the consummation of the Proposed Transaction, PROPOSED TRANSACTION it shall not take or fail to take any action that would prevent the Certificate Holder from fully complying comply with all of the terms and conditions set forth in the Franchise Documents and (when executed and delivered) this Transfer Agreement. 3.1.2.5. Pursuant to Section 3.20(a) of the CertificateVERIZON agrees that it will not take any action, in the event of any future transferwithout cause, the Companies shall provide the County complete and accurate copies of all documents required by the FCC Form 394 and the Franchise Documents as part of any transfer application. 3.1.2.6. The Companies agree to provide a parent company guarantee in a form acceptable to the County, guaranteeing performance by Comcast Cable of all of Certificate Holder’s that prevents KNOLOGY from complying with its obligations under the Franchise Documents and or this Transfer Agreement. The guarantee shall remain in effect through December 31, 2006. In addition, Certificate Holder shall replace the letter of credit provided pursuant to Section 3.7 of the Certificate with a new letter of credit in the amount of $300,000. The new letter of credit shall comply with all of the requirements of Section 3.7 of the Certificate and Section 41.2-14 of the Cable Ordinance. Finally, Certificate Holder may, at its option, replace the $2 million performance bond now in effect with a bond in the amount of $1 million. The guarantee and the new letter of credit must be provided within thirty (30) days of the closing of the Proposed Transaction. 3.1.2.7. The Certificate Holder VERIZON agrees to reimburse the County for all costs, including fees and expenses, actually and reasonably incurred (including, without limitation, for attorneys and financial and technical consultants) in the County’s review of the Transfer Application, including but not limited to the costs of negotiations, evaluating the past performance and qualifications of Certificate Holder and AT&T Comcast, and preparing this Agreement and related documentation. Pursuant to Section 3.20(d) of the Certificate, the Certificate Holder shall reimburse the County regardless of whether the Transfer Application is approved or the Proposed Transaction is consummated. The County shall that it will provide the Certificate Holder with CITY 20 days prior notice of any action taken by VERIZON which may reasonably result in an accounting interruption or degradation of service to KNOLOGY subscribers on account of a failure by KNOLOGY to meet an obligation under any agreement between KNOLOGY and invoices of these fees and expenses. The amount of the application fee shall be credited against the County’s fees and expenses. Payment to the County shall be delivered within thirty (30) days of receipt of the documentation, and interest on any late payment shall accrue at the rate specified in the Certificate for late franchise fee payments. Such payments are in addition to any franchise fee, and such payments shall not be treated as costs eligible for treatment as conditions of the franchise in accordance with 47 CFR §76.925. Failure to make timely payment of these costs and expenses, except to the extent that they are the subject of legitimate dispute, shall constitute a material violation of this AgreementVERIZON.

ACCEPTANCE OF FRANCHISE OBLIGATIONS. 3.1.2.1. Nothing in this Transfer Agreement amends or alters the Franchise Documents or any requirements therein in any way3.1 KNOLOGY hereby accepts, acknowledges, and agrees that, after the PROPOSED TRANSACTION, KNOLOGY will be bound by all provisions the commitments, duties, and obligations, present, continuing and future, of the Franchise Documents remain FRANCHISEE embodied in full force the FRANCHISE DOCUMENTS, and that the PROPOSED TRANSACTION will have no effect and are enforceable in accordance with their terms and with applicable lawon these obligations. 3.1.2.2. The Companies 3.2 VERIZON and the COMPANIES agree that neither the Proposed Transaction PROPOSED TRANSACTION nor the County's CITY’s approval of the Proposed Transaction PROPOSED TRANSACTION shall in any respect relieve the Certificate Holder FRANCHISEE or any of its successors in interest of responsibility for its past acts or omissions, known or unknown. Certificate Holder VERIZON hereby agrees that that, except to the extent otherwise covered by separate agreements, it shall continue to be liable for any such its past acts and omissions, known and unknown, including liability for any and all previously accrued but unfulfilled obligations to the County CITY, under the Franchise Documents FRANCHISE DOCUMENTS and applicable law, for all purposes, including but not limited to review of past performance performance. KNOLOGY agrees that, for purposes of determining whether its Franchise FRANCHISE should be renewed. Certificate Holder agrees that , all acts and omissions of Certificate Holder FRANCHISEE occurring prior to the effective date of this Agreement will continue to be deemed to be those of Certificate HolderKNOLOGY. The Proposed Transaction PROPOSED TRANSACTION shall not restrict or expand the rights of the Certificate Holder COMPANIES under or related to the Franchise Documents FRANCHISE DOCUMENTS as compared to those that could have been exercised by the Certificate Holder FRANCHISEE prior to the Proposed TransactionPROPOSED TRANSACTION. 3.1.2.3. The Companies 3.3 VERIZON shall ensure that all records pertaining to the FranchiseFRANCHISE, including financial records, shall continue to be available to the County after the Proposed Transaction PROPOSED TRANSACTION in the same way and to the same extent such information was available prior to the Proposed Transaction, and pursuant to procedures no more burdensome PROPOSED TRANSACTION. KNOLOGY shall ensure that all records pertaining to the County than those FRANCHISE in effect its possession, shall continue to be available after the PROPOSED TRANSACTION in the same way and to the same extent such information was available prior to the Proposed TransactionPROPOSED TRANSACTION. 0.0.0.03.4 KNOLOGY represents and warrants that it has and will have complete and actual working control over the system. 3.5 KNOLOGY shall execute and submit to the CITY an Acceptance of Franchise by KNOLOGY in substantially the form attached hereto as Exhibit B. 3.6 KNOLOGY agrees to provide a guarantee from Knology, Inc. and KNOLOGY NEW MEDIA in the form specified in Exhibit A, which is acceptable to the CITY, guaranteeing performance by KNOLOGY of all of KNOLOGY’S obligations under the FRANCHISE DOCUMENTS and this Transfer Agreement. XX&T Comcast agrees The signed guarantees must be provided on or before the closing of the PROPOSED TRANSACTION. 3.7 VERIZON and the COMPANIES agree that, from and after the consummation of the Proposed Transaction, PROPOSED TRANSACTION it shall not take or fail to take any action that would prevent the Certificate Holder from fully complying comply with all of the terms and conditions set forth in the Franchise Documents and (when executed and delivered) this Transfer Agreement. 3.1.2.5. Pursuant to Section 3.20(a) of the CertificateVERIZON agrees that it will not take any action, in the event of any future transferwithout cause, the Companies shall provide the County complete and accurate copies of all documents required by the FCC Form 394 and the Franchise Documents as part of any transfer application. 3.1.2.6. The Companies agree to provide a parent company guarantee in a form acceptable to the County, guaranteeing performance by Comcast Cable of all of Certificate Holder’s that prevents KNOLOGY from complying with its obligations under the Franchise Documents and or this Transfer Agreement. The guarantee shall remain in effect through December 31, 2006. In addition, Certificate Holder shall replace the letter of credit provided pursuant to Section 3.7 of the Certificate with a new letter of credit in the amount of $300,000. The new letter of credit shall comply with all of the requirements of Section 3.7 of the Certificate and Section 41.2-14 of the Cable Ordinance. Finally, Certificate Holder may, at its option, replace the $2 million performance bond now in effect with a bond in the amount of $1 million. The guarantee and the new letter of credit must be provided within thirty (30) days of the closing of the Proposed Transaction. 3.1.2.7. The Certificate Holder VERIZON agrees to reimburse the County for all costs, including fees and expenses, actually and reasonably incurred (including, without limitation, for attorneys and financial and technical consultants) in the County’s review of the Transfer Application, including but not limited to the costs of negotiations, evaluating the past performance and qualifications of Certificate Holder and AT&T Comcast, and preparing this Agreement and related documentation. Pursuant to Section 3.20(d) of the Certificate, the Certificate Holder shall reimburse the County regardless of whether the Transfer Application is approved or the Proposed Transaction is consummated. The County shall that it will provide the Certificate Holder with CITY 20 days prior notice of any action taken by VERIZON which may reasonably result in an accounting interruption or degradation of service to KNOLOGY subscribers on account of a failure by KNOLOGY to meet an obligation under any agreement between KNOLOGY and invoices of these fees and expenses. The amount of the application fee shall be credited against the County’s fees and expenses. Payment to the County shall be delivered within thirty (30) days of receipt of the documentation, and interest on any late payment shall accrue at the rate specified in the Certificate for late franchise fee payments. Such payments are in addition to any franchise fee, and such payments shall not be treated as costs eligible for treatment as conditions of the franchise in accordance with 47 CFR §76.925. Failure to make timely payment of these costs and expenses, except to the extent that they are the subject of legitimate dispute, shall constitute a material violation of this AgreementVERIZON.