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<br />4. This Agreement will become operative and enforceable upon the <br />closing of the asset purchase transaction described in the FCC Form 394 as filed with <br />the Franchise Authority on June 14, 2005. <br /> <br />TO EFFECTUATE THIS AGREEMENT, the parties have caused this <br />Assignment and Assumption Agreement to be executed by their duly authorized <br />representatives as of the date set forth below the authorized signature. <br /> <br />"ASSIGNOR" <br />ADELPHIA CABLEVISION OF <br />ORANGE COUNTY, LLC, a Delaware <br />limited liability company <br /> <br />"ASSIGNEE" <br /> <br />TIME WARNER NY CABLE LLC, a <br />Delaware limited liability company <br /> <br />By: <br /> <br />By: <br /> <br />(Authorized officer) <br /> <br />(Authorized Officer) <br /> <br />Title: <br /> <br />Title: <br /> <br />Date: <br /> <br />Date: <br /> <br />APPROVED AS TO FORM: <br /> <br />APPROVED AS TO FORM: <br /> <br />Legal Counsel <br /> <br />Legal Counsel <br /> <br />"FRANCHISE AUTHORITY" <br />CITY OF SANTA ANA <br /> <br />ATTEST: <br /> <br />Patricia E. Healy <br />Clerk of the Council <br /> <br />David N. Ream <br />City Manager <br /> <br />Date: <br /> <br />APPROVED AS TO FORM: <br /> <br />Joseph W. Fletcher <br />City Attorney <br /> <br />Resolution No. 2005-092 <br />Page 6 of 10 <br />