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<br />ORANGE COUNTY <br />RESOLUTION NO. <br />WHEREAS, Alert Cable T.V. of North Carolina, Inc. ("Alert") is the holder of a <br />franchise to provide cable television service for the Orange County (the "Franchise"); and <br />WHEREAS, Alert has proposed to transfer the Franchise to Time Warner <br />Entertainment-Advance/Newhouse Partnership ("TWEAN°); and <br />WHEREAS, TWEAN will be bound~by the terms and conditions of the Franchise <br />subject to applicable law. <br />NOW THEREFORE, be it resolved that, insofar as may be necessary or advisable <br />under the Franchise, transfer of the Franchise and the cable television system operating <br />pursuant to the Franchise from Alert to TWEAN (including any necessary transfers through <br />one or more Time Wamer entities) is hereby authorized and consented to in all respects. <br />This transfer shall not affect any ongoing franchise renewal proceedings which shall <br />continue subject to the provisions of 47U.S.C.546, except that, upon transfer of the- <br />Franchise TWEAN shall succeed to the rights and obligations of Alert in the renewal <br />process. Since the transfer of the Franchise to TWEAN involves no change in control, the <br />Orange County may, after the transfer of the Franchise to TWEAN, consider in any <br />ongoing renewal proceedings the past performance of Alert while under common control <br />with TWEAN to the extent permitted under 47U.S.C.546, as if it were the past performance <br />of TWEAN. <br />Passed this day of , 1997 <br />ATTEST: <br />ORANGE COUNTY <br />BY: <br />Clerk Name: <br />Its: <br />Date <br />CONSENTED TO: ALERT T.V. OF NORTH CAROLINA, INC. <br />BY• <br />TIME WARNER ENTERTAINMENT - <br />ADVA NEWHOUSE PARTNERSHIP <br />BY: <br />