55A - ASSIGNMENT OF ADELPHIA TO TIME WARNER

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Control of Cable Television Franchise." Supplemental information was provided to the Franchise Authority by the Transferee on July 25, 2005. D. I n accordance with Section 15-254(f) of Article II, Chapter 15 of the Santa Ana Municipal Code, the Franchise Authority has the right to review and to approve the financial, technical, and legal qualifications of the Transferee in connection with the proposed assignment of the Franchise. E. The staff of the Franchise Authority has reviewed the documentation that accompanied FCC Form 394 and, based upon the representations set forth in that documentation, has concluded that the proposed Transferee has the requisite financial, technical, and legal qualifications to adequately perform, or to ensure the performance of, all obligations required of the Franchisee under the Franchise, and that the Transferee will be bound by all existing terms, conditions, and obligations of the Franchise as it currently exists or as it may be modified or superseded by the parties prior to the closing of the asset purchase transaction described above in Recital (8). NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA RESOLVES AS FOLLOWS: Section 1. I n accordance with Section 15-254(f) of Article II, Chapter 15 of the Santa Ana Municipal Code, the Franchise Authority consents to and approves the proposed assignment of the Franchise by Adelphia Cablevision of Santa Ana, LLC to Time Warner NY Cable LLC, which, upon the closing of the asset purchase transaction, will be an indirect wholly-owned subsidiary of Time Warner Cable Inc., and will be qualified to conduct business as a limited liability company in the State of California. Section 2. The authorization, consent and approval of the Franchise Authority to the proposed assignment is conditioned upon compliance by the Franchisee or the Transferee with the following requirements: (a) Within 60 days after the adoption of this resolution, the Franchisee and the Transferee will execute and file in the office of the Clerk of the Council an "Assignment and Assumption Agreement" in substantially the form attached to this resolution as Exhibit A. The City Manager is authorized to execute that document and thereby evidence the written consent of the Franchise Authority to the assignment and assumption of all rights and obligations under the Franchise. (b) An original or conformed copy of the written instrument evidencing the closing and consummation of the asset purchase transaction involving the proposed assignment of the Franchise must be filed in the office of the Clerk of the Council within 60 days after that closing and consummation. Section 3. If the condition set forth above in paragraph (a) of Section 2 is not satisfied within the period of time specified in that paragraph, then the authorization and consent of the Franchise Authority to the proposed assignment as provided for in Resolution No. 2005-092 Page 2 of 11 55A-3