ADELPHIA 2 - 2005 - Laserfiche WebLink

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] . ]n connection with the first proposed transfer, lease, assignment, or other disposition of the franchise following the effective date of this Agreement, Grantor's reimbursement obligation will be in an amount not to exceed $]0,000, payable as provided for below in subsection (4). 2. ]n connection with any subsequent transfer, lease assignment or other disposition of the franchise that is to occur within seven and one-half years after the effective date of the first transaction referenced above in subsection (]), Grantee's reimbursement obligation will be in an amount not to exceed $5,000, payable as provided for below in subsection (4). 3. ]n connection with any subsequent transfer, lease assignment, or other disposition of the franchise that is to occur more than seven and one-half years after the effective date of the first transaction referenced above in subsection (I), Grantee's reimbursement obligation will be in an amount not to exceed $7,500, payable as provided for below in subsection (4). 4. Concurrently with the filing of an FCC Form 394 or comparable change of control or transfer of ownership application form, Grantee shall submit an application fee deposit in one-half the amount specified above in subsections (I), (2), or (3), as maybe applicable. The application fee deposit shall be made by certified or cashier's checks payable to Grantor. If the Grantor's actual costs in reviewing and processing the application are less than the amount on deposit, any remaining funds will be refunded to Grantee within 60 days after Grantor's final approval or denial of the application. ]fthe application fee deposit is less than Grantor's actual costs, Grantor may request additional reimbursement from Grantee in an amount not to exceed the total reimbursement obligation specified above in subsections (1), (2) and (3), as may be applicable. Grantee's additional reimbursement of costs and expenses will be made not later than 30 days after receipt from Grantor of an itemized statement setting forth those costs and expenses. (d) The requirements of this Subsection 13.] do not apply to the restructuring of debt or to the transfer of ownership interests in the Grantee to another business entity in the tier of business entities owned or controlled by Adelphia Communications Corporation that: (i) controls the Grantee; or (ii) is controlled by the Grantee; or (iii) is under common ownership or control with the Grantee; provided, however, that the Grantee must: (I) provide to Grantor not less than 30 days prior written notice of that proposed transaction; (2) provide information concerning ownership and voting interests in the proposed transferee; (3) provide a list of officers, directors, and any new managing employees of the proposed transferee, and their cable industry-related experience and expertise; (4) represent that the proposed transaction will have no foreseeable effect on the management and operation of the Grantee's cable system in the franchise service area: and (5) agree to execution by the Grantee and the proposed transferee of an assignment and assumption agreement, in form and substance acceptable to the Grantor's City Attorney, whereby the proposed transferee assumes all of Grantee's obligations under this Agreement and accepts its terms and conditions. (e) Grantor acknowledges that. as of the effective date of this Agreement, t 2097-0002\680672vt 9.doc -36- City of Santa Ana EXECUTION COPY 4/07/05