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made by such subscribers prior to Closing, including fees for cable television
service, equipment charges, late fees and similar payments, then at the election
of the Transferee Party and upon the Transferor Party's prior written consent,
which consent shall not be unreasonably withheld: (i) the Transferor Party must
fulfill such refund obligation through a one-time cash payment to subscribers,
in which case the Transferor Party shall provide funds for such payment to the
Transferee Party, the Transferee Party shall cooperate with the Transferor Party
or implement and administer such refund payment through the Transferee Party's
billing system, and the Transferor Party shall reimburse the Transferee Party
for all reasonable expenses incurred by the Transferee Party in connection
therewith; (ii) the Transferee Party may fulfill such refund obligation through
a cash payment, credit or in-kind or other form of consideration, at its
discretion and subject to any required approval by a Governmental Authority, and
the Transferor Party shall reimburse the Transferee Party in the amount of any
payment or in the amount of the cost to the Transferee Party of any credit or
in-kind or other form of consideration and all reasonable expenses incurred by
the Transferee Party in connection therewith. Without limiting the foregoing,
the Transferee Party will provide the Transferor Party with all information in
the Transferee Party's possession that is reasonably required by the Transferor
Party in connection with such reimbursement.

            7.17.5 If a Transferee Party is permitted following Closing to pass
through to subscribers of Systems acquired by it at Closing, the amount of any
"franchise fees on franchise fees" paid by a Transferor Party to the appropriate
local franchising authority with respect to the period prior to Closing, the
Transferee Party agrees that it will collect for the benefit of the Transferor
Party such amounts specified no later than the Six-Month Date as paid by the
Transferor Party and, except as specified below, will promptly remit such
amounts to the Transferor Party; provided, however, that if a local franchising
authority challenges such collection or orders the Transferee Party to refund
such fees to subscribers, then the Transferee Party shall not remit the fees to
the Transferor Party but shall hold such fees in escrow and the parties will
cooperate reasonably and in good faith to challenge such local franchising
authority action. Upon the final resolution of such local franchising authority
action, the escrowed fees shall be released from escrow and, to the extent not
refunded to subscribers, paid over to the Transferor Party. The Transferor Party
agrees to provide the Transferee Party with such documentation as necessary to
demonstrate its payment of the "franchise fees on franchise fees" and to enable
the Transferee Party to collect the pass through amounts from subscribers.

      7.18 Distant Broadcast Signals. Unless otherwise restricted or prohibited
by any Governmental Authority, applicable Legal Requirements or Contract, each
Party will, if requested by the other Party, delete prior to the Closing any
distant broadcast signals which such other Party determines will result in
unacceptable liability on the part of the transferee for copyright payments with
respect to continued carriage of such signals after the Closing; provided,
however, that any Party may refuse to honor such a request if such deletion
could reasonably be expected to delay or otherwise jeopardize the Parties'
ability to complete the transactions contemplated herein.