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designated in writing as confidential. In the event that the Village believes at any time that it is required by law to disclose such information to a third party, the Village will so notify Charter at a time prior to such disclosure that affords Charter a reasonable opportunity to take such action as it deems necessary to prevent such disclosure, including seeking relief in court. SECTION 6 COMPENSATION TO THE VILLAGE 6.1 FRANCHISE FEES Charter shall pay to the Village an annual amount equal to five percent (5%) of the annual Gross Revenues derived from the operation of its Cable System to provide Cable Service in the Village. Charter shall not deduct or otherwise credit against the Franchise Fee any tax, fee or assessment of general applicability unless allowed by applicable law, unless allowed by applicable law. 6.2 QUARTERLY PAYMENTS Franchise Fee payments to the Village under this provision shall be computed at the end of each calendar quarter, transmitted by electronic funds transfer to a bank account designated by the Village. Such payments shall be made within forty-five (45) days following the end of each calendar quarter. Specifically, payments shall be due and payable on or before May 15 (for the first quarter), August 15 (for the second quarter), November 15 (for the third quarter), and February 15 (for the fourth quarter). In the event that any undisputed Franchise Fee payment is not made on or before the date by which it is due, then interest calculated at the then-current prime rate, as published by the Wall Street Journal, shall be added to the amount of Franchise Fee revenue due to the Village. The interest rate shall be applied as described from the date such Franchise Fee payment was originally due. No acceptance of any payment shall be construed as an accord that the amount paid is in fact the correct amount, nor shall acceptance of any payment be construed as a release of any claim the Village may have for additional sums payable under this Agreement. 6.3 QUARTERLY REPORTS Within ten (10) days of the Franchise Fee payment, Charter shall provide a written report containing an accurate statement of Charter’s Gross Revenues received for Cable Services for each calendar quarter and showing the basis for the computation of fees. Upon request, Charter shall provide a more detailed report containing line items for sources of revenue received and the amount of revenue received from each source. 6.4 FRANCHISE FEE REVIEW (a) Not more than once every three (3) years, the Village shall have the right to conduct a Franchise Fee review or audit of Charter’s records reasonably related to the sources, amounts, and computation of Gross Revenues. Any such review or audit shall occur within seventy-two (72) months from the date the Village receives such payment, after which period any such payment 13