Consent is hereby given by the franchising authority to the transfer
by Fanch to the partnership of all of Fanch's right, title and interest
in, and duties and obligations arising under the franchise. The franchising
authority also agrees that immediately prior to such transfer the separate
existence of Fanch may cease and FCILP may succeed to all of Fanch's
assets and liabilities.
The franchising authority has received with this resolution the required
FCC Form 394: Application for Franchise Authority Consent to Assignment or
Transfer of Control of Cable Television Franchise, and other documentary materials
required by FCC regulations or state law or as required by the franchise.
The franchising authority hereby confirms:
A. That the franchise was duly enacted and properly granted,
is in accordance with all state and local laws and is validly existing, legally
enforceable and in full force and effect.
B. That Fanch is the holder of all right, title and interest
thereunder.
C. That there exists no fact or circumstance which with
the passage of time or giving of notice or both would constitute a default
under such franchise or would permit the franchising authority to cancel or
terminate the rights under the franchise, except upon expiration of the full
term thereof.
D. The present term of the franchise expires April 11, 2005.
The franchising authority approves the assignment, mortgage, pledge
or other encumbrance of the assets of the partnership, including the franchise,
as collateral of any loan to or financing of the partnership.