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<br />. <br /> <br />e <br /> <br />WHEREAS, Franchisee and the Partnership have requested consent <br />by the Franchise Authority to each of the Transfer and, if <br />applicable, the Change in Actual Working Control and the TCI Change <br />of Control, in each case in accordance with the requirements of the <br />Current Franchise and Renewal Franchise; and <br /> <br />WHEREAS, each of the Transfer and, if applicable, the Change <br />in Actual Working Control and the TCI Change of Control is deemed <br />to be in the best interest of the residents of the City of La <br />Porte, Texas. <br /> <br />NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY <br />OF LA PORTE: <br /> <br />section 10 The Franchise Authority hereby consents to each of <br />the Transfer and, if applicable the Change in Actual Working <br /> <br />Control and the TCI Change of Control, all in accordance with the <br /> <br />terms of the Current Franchise and the Renewal Franchise. <br /> <br />section 20 The Franchise Authority confirms (a) the Current <br /> <br />Franchise was properly granted to Franchisee, (b) the Current <br />Franchise is in full force and effect through December 31, 1998, <br /> <br />(c) upon its effective date of October 23, 1998, the Renewal <br /> <br />Franchise will be in full force and effect, will expire on October <br /> <br />22, 2008, and will supersede the Current Franchise, (d) upon its <br /> <br />effective date, the Renewal Franchise will represent the entire <br />understanding of the parties, and (e) Franchisee is in compliance <br /> <br />with the provisions of the Current Franchise and there exists no <br /> <br />fact or circumstance known to the Franchise Authority which <br />constitutes or which, with the passage of time or the giving of <br /> <br />notice or both, would constitute a default or breach under the <br /> <br />Current Franchise or the Renewal Franchise or would allow the <br /> <br />Franchise Authority to cancel or terminate the rights thereunder <br /> <br />except upon the expiration of the full term of the Current <br /> <br />Franchise or the Renewal Franchise. <br /> <br />2 <br />