ACCEPTANCE OF RESPONSITIBILTY UNDER

TELECOMMUNICATIONS FRANCHISE

NOW, on this ____ day of January, 2017, Knology of Kansas, Inc., d/b/a WOW! Internet, Cable and Phone, a wholly owned subsidiary of Knology, Inc., a wholly owned subsidiary of WideOpenWest Finance, LLC, a Delaware limited liability company (“WOW!”), provides to the City of Lawrence, Kansas (“City”), the following Acceptance of Responsibility under Telecommunications Franchise with respect to contract franchise Ordinance No. 7359 (“Franchise”), as amended by Ordinance Nos. 8058, 8575, and 8576.

1.       WOW! agrees to all terms set forth in City of Lawrence, Kan., Res. No. 7182 (Jan. 3, 2017), approving the transfer and assignment of the Franchise, as amended, from WOW! to Midcontinent Communications, a South Dakota general partnership (“Midco”).

2.       WOW! represents that it has reviewed its obligations under the Franchise, as amended, and has determined, to the best of its knowledge, that there are no existing issues of default or noncompliance under the Franchise, as amended.

3.       WOW! acknowledges that the City expressly has not waived and does not waive its right to receive compliance with any term or condition of the Franchise, as amended. By executing this Acceptance of Responsibility under Telecommunications Franchise, WOW! unconditionally and unequivocally agrees to accept responsibility for and to remedy any default or material instance of noncompliance under the Franchise, as amended, that may be existing at the time of closing of the Asset Purchase Agreement, whereby Midco will purchase from WOW!, inter alia, all rights and obligations under the Franchise, as amended.

4.       WOW!’s acknowledges that its obligations hereunder shall be continuing and ongoing into the future and shall survive the closing of the Asset Purchase Agreement.

5.       WOW! acknowledges that all of its agreements, representations, and warranties, as set forth herein, will be binding upon it and its lawful successors and assigns.

6.       WOW! acknowledges that the person signing this document in its behalf has the authority, actual and apparent, to bind WOW! to this agreement.

Dated: _____________________

KNOLOGY OF KANSAS, INC., d/b/a WOW! Internet, Cable and Phone, a wholly owned subsidiary of Knology,  Inc., a wholly owned subsidiary of WideOpeWest Finance, LLC, a Delaware limited liability company

______________________________________

{NAME}

{Title}