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A-2005-293 0; C1~ (s.u-1 ASSIGNMENT AND ASSUMPTION AGREEMENT AND GUARANTEE OF ASSIGNEE'S OBLIGATIONS (CABLE TELEVISION FRANCHISE AGREEMENT) THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is entered into this 3 day of ~©~c?e~' , 2005, between Adelphia Cablevision of Santa Ana, LLC, a Delaware limited liability company ("Assignor"), Time Warner NY Cable LLC, a Delawaze limited liability company ("Assignee"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("Franchise Authority"). RECITALS: A. Assignor is the authorized holder of a franchise that authorizes the construction, operation, and maintenance of a cable television system within the City of Santa Ana, California. B. Subject to the prior consent of the Franchise Authority, Assignor desires to assign to Assignee, and Assignee desires to assume, effective as of the closing ofthe asset purchase transaction described in the FCC Form 394 as filed with the Franchise Authority on June 14, 2005 (the "Closing"), all rights, duties, and obligations under the cable television franchise agreement between the Franchise Authority and the Assignor ("Franchise Agreement") as it currently exists or as it maybe modified or superseded by the parties prior to the Closing. As used in this Agreement, the term "Franchise Agreement" specifically includes the Settlement Agreement dated June 14, 2005, and all executory obligations of Assignor thereunder that exist as of the Closing of the asset purchase transaction. THE PARTIES AGREE AS FOLLOWS: 1. Effective as of the Closing, Assignor assigns and transfers to Assignee all of Assignor's rights, duties, and obligations under the Franchise Agreement. 2. Effective as of and contingent upon the occurrence of the Closing, Assignee covenants and agrees with Assignor and with the Franchise Authority to assume all rights and to assume and perform all duties and obligations of the Assignor under the Franchise Agreement. The Franchise Authority reserves any and all rights with respect to any non- compliance issues that may arise prior to the closing and Assignee reserves any and all rights and defenses with respect to any such non-compliance issues. 3. Franchise Authority consents to the assignment and transfer by Assignor to Assignee of all rights, duties, and obligations specified in the Franchise Agreement, contingent upon the execution by Time Warner Cable Inc., as guarantor, of the "Guarantee of Assignee's Obligations" that is attached as Schedule 1 to this Agreement. Santa Ana