5123
HARFORD COUNTY

PROSPECTIVE CONTROLLING PARTY, AND THE COMPANY SHALL
ASSIST THE GRANTING AUTHORITY IN ANY SUCH INQUIRY. IF
THE GRANTING AUTHORITY DOES NOT SCHEDULE HEARING ON THE
MATTER WITHIN SIXTY (60) DAYS AFTER NOTICE OF THE CHANGE
OR PROPOSED CHANGE AND THE FILING OF A PETITION
REQUESTING ITS CONSENT, IT SHALL BE DEEMED TO HAVE
CONSENTED. IF THE TRANSFEREE OR ASSIGNEE MEETS THE BASIC
QUALIFICATION DESCRIBED HEREIN AND AGREES TO BE BOUND BY
ALL THE PROVISIONS HEREOF, SUCH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD. IN THE EVENT THAT THE GRANTING
AUTHORITY ADOPTS A RESOLUTION DENYING ITS CONSENT AND
SUCH CHANGE, TRANSFER OR ACQUISITION OF CONTROL HAS BEEN
[[EFFECT,]] EFFECTED, THE GRANTING AUTHORITY MAY CANCEL
THE FRANCHISE UNLESS CONTROL OF THE COMPANY IS RESTORED
TO ITS STATUS PRIOR TO THE CHANGE, OR TO A STATUS
ACCEPTABLE TO THE GRANTING AUTHORITY.

(C) NOTHING IN THIS SECTION SHALL BE DEEMED TO
PROHIBIT A MORTGAGE OR PLEDGE OF THE FRANCHISE, SYSTEM OR
ANY PART THEREOF, FOR FINANCING PURPOSES; NOR DOES IT
PROHIBIT THE SAME OF THE COMPANY'S STOCK PUBLICLY IN
COMPLIANCE WITH APPLICABLE LAWS.

SECTION 6.24. RESTRICTIONS ON THE COMPANY.

(A)    CONTRACTS WITH AND PAYMENTS BY AND BETWEEN THE
COMPANY AND AFFILIATES WILL BE SUBJECT TO COMPLETE
DISCLOSURE TO THE GRANTING AUTHORITY. FOR PURPOSES OF
REGULATION, THE GRANTING AUTHORITY RESERVES THE RIGHT TO
INQUIRE INTO THE ACTUAL COST OF PERFORMING SERVICES WHICH
MAY BE PURCHASED OR CONTRACTED FOR FROM ANY AFFILIATE.

(B)    THE COMPANY'S OWNERSHIP STRUCTURE SHALL
CONFORM, AT ALL TIMES, TO THE FCC'S RULES AND
REGULATIONS.

(C)    THE COMPANY SHALL PAY DIVIDENDS ONLY ACCORDING
TO STATE LAW.

SECTION 6.25. CANCELLATION AND EXPIRATION.

THE GRANTING AUTHORITY SHALL HAVE THE RIGHT TO
CANCEL THE FRANCHISE: IF THE COMPANY FAILS TO COMPLY
WITH ANY MATERIAL AND SUBSTANTIAL PROVISION OF THIS
ARTICLE, OR ANY REASONABLE ORDER, DIRECTION OR PERMIT
ISSUED BY ANY COUNTY AGENCY PURSUANT TO SUCH MATERIAL AND
SUBSTANTIAL PROVISION; OR IF THE COMPANY FAILS TO COMPLY
REASONABLY WITH ANY PROVISION OF EITHER, ANY ORDER,
DIRECTION OR PERMIT ISSUED BY ANY COUNTY AGENCY PURSUANT
TO ANY PROVISION. SUCH CANCELLATION SHALL BE BY
RESOLUTION OF THE GRANTING AUTHORITY DULY ADOPTED IN
ACCORDANCE WITH THE FOLLOWING PROCEDURES:

(A) THE GRANTING AUTHORITY SHALL NOTIFY THE