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<br />liability, claims, damages, costs, or expenses, including reasonable attorney's fees, arising out of
<br />or attributable to the exercise or enjoyment ofthe franchise renewed pursuant to this Agreement.
<br />Grantee, at its sole cost and expense, and upon demand of Grantor, will appear in and defend all
<br />suits, actions, or other legal proceedings, whether judicial, quasi-judicial, administrative,
<br />legislative or otherwise, instituted by third persons or duly constituted authorities, against or
<br />affecting Grantor, its officers, agents, or employees, and arising out of or pertaining to the
<br />Grantee's exercise ofrights arising under the franchise within the franchise service area, and
<br />injury to persons or damages to property proximately caused by any conduct undertaken by the
<br />Grantee, its agents, employees, or subcontractors, by reason of the franchise.
<br />
<br />(b) The Grantee's indemnification set forth above in paragraph (a) does not apply
<br />to the following:
<br />
<br />(i) Claims, damages, costs, or expenses, including reasonable
<br />attorneys' fees, attributable in whole or in part to the gross negligence or willful misconduct of
<br />Grantor, its officers, agents, and employees; or
<br />
<br />(ii) Grantor's use of the emergency alert system as specified in
<br />Subsection 4.4 titled "Emergency Alert Capability;" or
<br />
<br />(iii) Any use of the PEG access channels or the Coaxial
<br />Institutional Network provided for in this Agreement.
<br />
<br />(c) Grantor will indemnify, defend, and hold harmless the Grantee, its officers,
<br />agents, and employees, from any liability, claims, damages, costs, or expenses, including
<br />reasonable attorneys' fees, arising out of or attributable to Grantor's use of the emergency alert
<br />system as specified in Subsection 4.4 titled "Emergency Alert Capability," and to Grantor's use
<br />of the Coaxial Institutional Network that is provided for in Section II of Exhibit F.
<br />
<br />13.5. Receivership and Foreclosure.
<br />
<br />(a) At the option of Grantor, this franchise will terminate 120 days after the
<br />appointment of a receiver, or trustee, to take over and conduct the business of Grantee, whether
<br />in a receivership, reorganization, bankruptcy or similar action or proceeding, unless that
<br />receivership or trusteeship is vacated prior to the expiration of that 120-day period, or unless:
<br />(i) the receiver or trustee, within 120 days after that appointment, fully complies with all the
<br />terms and provisions of this Agreement, and remedies all defaults under this Agreement; and (ii)
<br />the receiver or trustee, within that 120-day period, executes an agreement duly approved by the
<br />court having jurisdiction in the matter, whereby that receiver or trustee assumes and agrees to be
<br />bound by each and every term, provision, and limitation of this Agreement.
<br />
<br />(b) In the case ofa foreclosure or other judicial sale of the plant, property, or
<br />equipment of Grantee, or any part thereof, including or excluding this franchise, Grantor may
<br />scrve notice of termination upon Grantee and the successful bidder at that sale, in which event
<br />this franchise, and all rights and privileges of the Grantee under it, will terminate 30 days after
<br />the service of that notice, unless: (i) Grantor approves the transfer of the franchise in the manner
<br />provided by this Agreement: and (ii) the sLlccessful bidder covenants and agrees with Grantor to
<br />assume and be bOLlnd by all the terms and conditions of this Agreement.
<br />
<br />] 2097-0002\6R0672v19.dor
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<br />-3R.
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<br />City of Santa Ana
<br />EXECUTION COPY 4/07/05
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