Common use of Franchises Clause in Contracts

Franchises. (a) Schedule 3.17(a) of the Seller Disclosure Schedule sets forth (i) a true and complete list of each Franchise operated by Seller or any of its Affiliates, detailed by Specified Business, Cable System and Cost Center and (ii) Seller’s good faith estimate of the number of Basic Subscribers served by each such Franchise as of December 31, 2004. Except as disclosed by Seller to Buyer prior to the date of this Agreement, the Cable Systems are in compliance with the applicable Franchises in all material respects. There are no material ongoing or, to the Knowledge of Seller, threatened audits or similar proceedings undertaken by Government Entities with respect to the Franchises. (b) Except as disclosed by Seller to Buyer prior to the date of this Agreement, (i) each of the Franchises is in full force and effect in all material respects, and a valid request for renewal has been duly and timely filed under Section 626 of the Communications Act with the proper Government Entity with respect to each of the Franchises that has expired or will expire within 30 months after the date of this Agreement, (ii) notices of renewal have been filed pursuant to the formal renewal procedures established by Section 626(a) of the Communications Act, (iii) there are no applications relating to any Franchises pending before any Government Entity that are material to any Specified Business, (iv) none of Seller or any of its Affiliates has received notice from any Person that any Franchise will not be renewed or that the applicable Government Entity has challenged or raised any material objection to or, as of the date hereof, otherwise questioned in any material respect, a Seller’s request for any such renewal under Section 626 of the Communications Act, and Seller and its Affiliates have duly and timely complied in all material respects with any and all inquiries and demands by any and all Government Entities made with respect to Seller’s or such Affiliates’ requests for any such renewal, (v) none of Seller, any of its Affiliates or any Government Entity has commenced or requested the commencement of an administrative proceeding concerning the renewal of a material Franchise as provided in Section 626(c)(1) of the Communications Act, and (vi) to the Knowledge of Seller, there exist no facts or circumstances that make it likely that any material Franchise shall not be renewed or extended on commercially reasonable terms. (c) With respect to the Franchises, none of Seller or any of its Affiliates has made any material commitment to any Government Entity except (i) as set forth in the Contracts listed on Schedule 3.17(c)(i) of the Seller Disclosure Schedule, true and complete copies of which have been made available to Buyer prior to March 31, 2005, and (ii) such other Franchise commitments that (A) are commercially reasonable given the relevant Franchise and locality and (B) do not contain unfulfilled commitments except (1) those commitments reflected in the Budget or the Derivative 2004 Financial Statements (provided, that any commitment so reflected only in part will be deemed to be covered by this exception only to the extent so reflected) and (2) those commitments that are not material relative to Seller’s operations or financial performance in the applicable Franchise area. (d) Set forth on Schedule 3.17(d) of the Seller Disclosure Schedule is a list of each Franchise subject to a Purchase Right and except as set forth on such Schedule no such Purchase Right provides for purchase thereunder at a price less than fair market value or a third party offer price.

Franchises. (a) Schedule 3.17(a) of the Seller Disclosure Schedule sets forth (i) The Company has provided to Parent a true and complete list of each Franchise operated by Seller the Company or any of its Affiliates, detailed by Specified Business, Cable System and Cost Center and (ii) Seller’s good faith estimate of the number of Basic Subscribers served by each such Franchise as of December 31, 2004Subsidiaries. Except as disclosed by Seller would not reasonably be expected to Buyer prior to have, individually or in the date of this Agreementaggregate, a Company Material Adverse Effect, (i) the Cable Systems owned or operated by the Company and its Subsidiaries are in compliance with the applicable Franchises in all material respects. There respects and (ii) there are no material ongoing or, to the Knowledge of SellerCompany’s knowledge, threatened audits or similar proceedings undertaken by Government Entities Governmental Authorities with respect to any of the FranchisesFranchises of the Company or its Subsidiaries. (b) Except as disclosed by Seller would not reasonably be expected to Buyer prior to have, individually or in the date of this Agreementaggregate, a Company Material Adverse Effect, (i) each of the Company’s and its Subsidiaries’ Franchises is in full force and effect in all material respects, and a valid request for renewal has been duly and timely filed under Section 626 of the Communications Act Act, or applicable state franchise renewal provisions, regulations and obligations, with the proper Government Entity Governmental Authority with respect to each of the Company’s and its Subsidiaries’ Franchises that has expired or will expire within 30 36 months after the date of this Agreement, (ii) notices of renewal have been filed pursuant to the formal renewal procedures established by Section 626(a) of the Communications Act, or applicable state franchise renewal provisions, regulations and obligations, (iii) there are no applications (other than renewal applications) relating to any of the Company’s or its Subsidiaries’ Franchises pending before any Government Entity that are material to any Specified BusinessGovernmental Authority, (iv) none of Seller or neither the Company nor any of its Affiliates Subsidiaries has received written notice from any Person that any Franchise of its Franchises will not be renewed or that the applicable Government Entity Governmental Authority has challenged or raised any material objection to or, as of the date hereof, otherwise questioned in any material respect, a Seller’s request for any such renewal under Section 626 of the Communications Act, and Seller and its Affiliates have duly and timely complied in all material respects with any and all inquiries and demands by any and all Government Entities made with respect to Seller’s or such Affiliates’ requests for any such renewal, (v) none of Sellerthe Company, any of its Affiliates Subsidiaries or any Government Entity Governmental Authority has commenced or requested the commencement of an administrative proceeding concerning the renewal of a material Franchise of the Company or its Subsidiaries as provided in Section 626(c)(1) of the Communications Act, or in applicable state franchise renewal provisions, regulations and obligations, and (vi) to the Knowledge of SellerCompany’s knowledge, there exist no facts or circumstances that make it reasonably likely that any material Franchise shall of the Company’s or its Subsidiaries’ Franchises will not be renewed or extended on commercially reasonable terms. (c) With respect to Neither the Franchises, none of Seller or Company nor any of its Affiliates Subsidiaries has made any material commitment commitment, with respect to its Franchises, to any Government Entity Governmental Authority except (i) as set forth in the Contracts listed on Schedule 3.17(c)(iSection 4.21(c)(i) of the Seller Company Disclosure Schedule, true and complete copies of which have been made available to Buyer prior to March 31, 2005, Schedule and (ii) such other Franchise commitments that (A) are commercially reasonable given the relevant Franchise and locality and (B) do would not contain unfulfilled commitments except (1) those commitments reflected reasonably be expected to have, individually or in the Budget or the Derivative 2004 Financial Statements (providedaggregate, that any commitment so reflected only in part will be deemed to be covered by this exception only to the extent so reflected) and (2) those commitments that are not material relative to Seller’s operations or financial performance in the applicable Franchise areaa Company Material Adverse Effect. (d) Set forth on Schedule 3.17(d) of the Seller Disclosure Schedule is a list of each Franchise subject to a Purchase Right and except as set forth on such Schedule no such Purchase Right provides for purchase thereunder at a price less than fair market value or a third party offer price.

Franchises. Set forth in Schedule IV hereto is a complete and correct list of all Franchises (aidentified by issuing authority, franchisee and expiration date) Schedule 3.17(a) owned by the Company and its Subsidiaries as of the Seller Disclosure date hereof (or as of the most recent date such Schedule sets forth shall be supplemented pursuant to Section 8.05(b)(iv)(J) hereof), or that (iafter giving effect to each Scheduled Acquisition) will be owned by the Company and its Subsidiaries. Each of the Company and its Subsidiaries possesses or has the right to use or will possess or have the right to use on the date hereof (or, as applicable, on the date of any such supplement or Scheduled Acquisition after giving effect thereto) all such Franchises, and all copyrights, licenses, trademarks, service marks, trade names or other rights, including licenses and permits granted by the FCC, agreements with public utilities and microwave transmission companies, pole or conduit attachment, use, access or rental agreements and utility easements that are necessary for the conduct of the CATV Systems of the Company and its Subsidiaries, except for such of the foregoing the absence of which could not reasonably be expected to have a true and complete list of each Franchise operated by Seller Material Adverse Effect on the Company or any of its AffiliatesSubsidiaries, detailed by Specified Businessand each of such Franchises, Cable System copyrights, licenses, patents, trademarks, service marks, trade names and Cost Center and rights is (ii) Seller’s good faith estimate of the number of Basic Subscribers served by each such Franchise as of December 31, 2004. Except as disclosed by Seller to Buyer prior to or on the date of this Agreementany such supplement or Scheduled Acquisition, the Cable Systems are in compliance with the applicable Franchises in all material respects. There are no material ongoing or, to the Knowledge of Seller, threatened audits or similar proceedings undertaken by Government Entities with respect to the Franchises. (bafter giving effect thereto) Except as disclosed by Seller to Buyer prior to the date of this Agreement, (i) each of the Franchises is in full force and effect in all and no material respectsdefault has occurred and is continuing thereunder. No approval, and a valid request for renewal has been duly and timely filed under Section 626 application, filing, registration, consent or other action of any local, state or federal authority is required to enable the Communications Act with the proper Government Entity with respect to each of the Franchises that has expired or will expire within 30 months after the date of this Agreement, (ii) notices of renewal have been filed pursuant to the formal renewal procedures established by Section 626(a) of the Communications Act, (iii) there are no applications relating to any Franchises pending before any Government Entity that are material to any Specified Business, (iv) none of Seller Company or any of its Affiliates has received notice from any Person that any Franchise will not be renewed or that the applicable Government Entity has challenged or raised any material objection Subsidiaries to or, as take advantage of the date hereof, otherwise questioned in any material respect, a Seller’s request for any such renewal under Section 626 of the Communications Act, rights and Seller and its Affiliates have duly and timely complied in all material respects with any and all inquiries and demands privileges intended to be conferred by any and all Government Entities Franchise, except for approvals, applications, filings, registrations, consents or other actions that (if not made with respect or obtained) could not reasonably be expected to Seller’s or such Affiliates’ requests for any such renewal, (v) none of Seller, any of its Affiliates or any Government Entity has commenced or requested have a Material Adverse Effect on the commencement of an administrative proceeding concerning the renewal of a material Franchise as provided in Section 626(c)(1) of the Communications Act, and (vi) to the Knowledge of Seller, there exist no facts or circumstances that make it likely that any material Franchise shall not be renewed or extended on commercially reasonable terms. (c) With respect to the Franchises, none of Seller Company or any of its Affiliates Subsidiaries. Neither the Company nor any of its Subsidiaries has made received any material commitment notice from the granting body or any other governmental authority with respect to any Government Entity except breach of any covenant under, or any default with respect to, any Franchise. Complete and correct copies of all Franchises (i) as set forth in other than those relating to communities covered by the Contracts listed on Schedule 3.17(c)(i) provisions of Section 505.91 of the Seller Disclosure Schedule, true and complete copies of which Ohio Revised Code) have heretofore been made available to Buyer prior to March 31, 2005, and (ii) such other Franchise commitments that (A) are commercially reasonable given the relevant Franchise and locality and (B) do not contain unfulfilled commitments except (1) those commitments reflected in the Budget or the Derivative 2004 Financial Statements (provided, that any commitment so reflected only in part will be deemed to be covered by this exception only delivered to the extent so reflected) and (2) those commitments that are not material relative to Seller’s operations or financial performance in the applicable Franchise areaAdministrative Agent. (d) Set forth on Schedule 3.17(d) of the Seller Disclosure Schedule is a list of each Franchise subject to a Purchase Right and except as set forth on such Schedule no such Purchase Right provides for purchase thereunder at a price less than fair market value or a third party offer price.

Franchises. (a) Schedule 3.17(a) of the Seller Disclosure Schedule 4.6 sets forth forth: (i) a true and complete list of each existing Franchise operated by Seller or any of its Affiliates, detailed by Specified Business, Cable System and Cost Center and (ii) Seller’s good faith estimate of the number of Basic Subscribers served by each such Franchise as of December 31, 2004. Except as disclosed by Seller to Buyer prior to the date of this Agreement, the Cable Systems are in compliance with the applicable Franchises in all material respects. There are no material ongoing or, to the Knowledge of Seller, threatened audits or similar proceedings undertaken by Government Entities with respect to the FranchisesSystems; (ii) the Franchising Authority with respect thereto; (iii) the expiration date thereof; (iv) the county, city, town or other general geographic area covered by such Franchise; (v) the franchise fee payable thereunder; and (vi) whether any consent is required thereunder to transfer such Franchise or control thereof to the Buyer. (b) Except as set forth on Schedule 4.6 or as otherwise disclosed by Seller to Buyer prior in writing to the date of this Agreement, Buyer: (i) each of the Franchises is (or, in the case of the Cable Venture, upon entry of the Confirmation Order, will be) a valid and binding, legally enforceable obligation of the Cable Venture or Cable Corp., enforceable against the Cable Venture or Cable Corp., as the case may be, in accordance with its respective terms; (ii) each Company is operating its respective System in compliance in all material respects with the applicable provisions of each applicable Franchise set forth on Schedule 4.6; and, to the Companies’ Knowledge, neither Company has done or performed any act that is reasonably likely to invalidate or impair in any material respect its rights under, or give to the applicable Franchising Authority the right to terminate, suspend or modify in any material respect, any of such Franchises; (iii) none of the Companies, the Sellers nor any other Seller Person has received notice that any of the Companies’ operations pursuant to any Franchise are being improperly conducted or maintained in any material respect; and (iv) each of the Franchises is in full force and effect and, subject to the consent of the applicable Franchising Authority, after giving effect to the Transactions shall be in full force and effect and, except as set forth on Schedule 4.6, each Company is in compliance in all material respects, respects with all rules and a valid request for renewal has been duly regulations promulgated by the FCC and timely filed under Section 626 of the Communications Act with the proper Government Entity Puerto Rico Board with respect to each the procedures for seeking franchise renewals. (c) True and correct copies of the Franchises that has expired or will expire within 30 months after the date of this Agreement, (ii) notices of renewal set forth on Schedule 4.6 have been filed pursuant made available to the formal renewal procedures established by Section 626(a) Buyer. The Franchises set forth on Schedule 4.6 constitute the entire agreement of the Communications Act, Companies and the Sellers with the applicable Governmental Authority with respect to the subject matter thereof. (iiid) there are no applications relating to No Person upon whose property is located any Franchises pending before portion of the Systems has informed any Government Entity that are material to any Specified Business, (iv) none of Seller the Companies or any Seller Person of its Affiliates has received notice from any Person that any Franchise will not intent to challenge the continued location, maintenance, installation or operation of such portion of the Systems where such challenge (or all such challenges in the aggregate, if more than one) reasonably would be renewed or that expected to result in a material Liability. (e) Schedule 4.6(e) sets forth a list of all Franchise, construction, fidelity, performance and other bonds, guaranties in lieu of bonds and letters of credit posted by the applicable Government Entity has challenged or raised any material objection to or, Companies in connection with the operation of the Systems as of the date hereof, otherwise questioned in any material respect, a Seller’s request for which Schedule 4.6(e) shall specify the remaining term and amount of any such renewal under Section 626 letters of the Communications Act, credit and Seller and its Affiliates have duly and timely complied in all material respects with any and all inquiries and demands by any and all Government Entities made with respect to Seller’s or such Affiliates’ requests for any such renewal, (v) none of Seller, any of its Affiliates or any Government Entity has commenced or requested the commencement of an administrative proceeding concerning the renewal of a material Franchise as provided in Section 626(c)(1) of the Communications Act, and (vi) to the Knowledge of Seller, there exist no facts or circumstances that make it likely that any material Franchise shall not be renewed or extended on commercially reasonable termssurety bonds. (c) With respect to the Franchises, none of Seller or any of its Affiliates has made any material commitment to any Government Entity except (i) as set forth in the Contracts listed on Schedule 3.17(c)(i) of the Seller Disclosure Schedule, true and complete copies of which have been made available to Buyer prior to March 31, 2005, and (ii) such other Franchise commitments that (A) are commercially reasonable given the relevant Franchise and locality and (B) do not contain unfulfilled commitments except (1) those commitments reflected in the Budget or the Derivative 2004 Financial Statements (provided, that any commitment so reflected only in part will be deemed to be covered by this exception only to the extent so reflected) and (2) those commitments that are not material relative to Seller’s operations or financial performance in the applicable Franchise area. (d) Set forth on Schedule 3.17(d) of the Seller Disclosure Schedule is a list of each Franchise subject to a Purchase Right and except as set forth on such Schedule no such Purchase Right provides for purchase thereunder at a price less than fair market value or a third party offer price.

Franchises. Set forth in Schedule IV hereto is a complete and correct ---------- list of all Franchises (aidentified by issuing authority, franchisee and expiration date) Schedule 3.17(a) of the Seller Disclosure Schedule sets forth (i) owned by the Borrower and its Subsidiaries on the date hereof or (ii) that, with the exception of any Retained Franchises, will by owned by the Borrower on the Closing Date (after giving effect to the Cablevision Acquisition), and identifying the respective Seller from which such Franchises are to be purchased. The Borrower and each of its Subsidiaries possesses or has the right to use, or will possess or have the right to use on the Closing Date (after giving effect to the Cablevision Acquisition), all such Franchises (other than any Retained Franchises), and all copyrights, licenses, trademarks, service marks, trade names or other rights, including licenses and permits granted by the FCC, agreements with public utilities and microwave transmission companies, pole or conduit attachment, use, access or rental agreements and utility easements that are necessary for the conduct of the CATV Systems of the Borrower and its Subsidiaries, except for such of the foregoing the absence of which could not have a true and complete list of each Franchise operated by Seller Material Adverse Effect on the Borrower or any of its AffiliatesSubsidiaries, detailed by Specified Business, Cable System and Cost Center and (ii) Seller’s good faith estimate of the number of Basic Subscribers served by each such Franchise as of December 31, 2004. Except as disclosed by Seller to Buyer prior to the date of this Agreement, the Cable Systems are in compliance with the applicable Franchises in all material respects. There are no material ongoing or, to the Knowledge of Seller, threatened audits or similar proceedings undertaken by Government Entities with respect to the Franchises. (b) Except as disclosed by Seller to Buyer prior to the date of this Agreement, (i) each of such Franchises, copyrights, licenses, patents, trademarks, service marks, trade names and rights is (or on the Franchises is Closing Date will be) in full force and effect in all and no material respectsdefault has occurred and is continuing thereunder. No approval, and a valid request for renewal has been duly and timely filed under Section 626 application, filing, registration, consent or other action of any local, state or federal authority is required to enable the Communications Act with the proper Government Entity with respect to each of the Franchises that has expired or will expire within 30 months after the date of this Agreement, (ii) notices of renewal have been filed pursuant to the formal renewal procedures established by Section 626(a) of the Communications Act, (iii) there are no applications relating to any Franchises pending before any Government Entity that are material to any Specified Business, (iv) none of Seller Borrower or any of its Affiliates has received notice from any Person that any Franchise will not be renewed Subsidiaries to operate the CATV Systems of the Borrower and its Subsidiaries, except for approvals, applications, filings, registrations, consents or other actions relating to the Retained Franchises or that (if not made or obtained) could not have a Material Adverse Effect on the applicable Government Entity has challenged or raised any material objection to or, as of the date hereof, otherwise questioned in any material respect, a Seller’s request for any such renewal under Section 626 of the Communications Act, and Seller and its Affiliates have duly and timely complied in all material respects with any and all inquiries and demands by any and all Government Entities made with respect to Seller’s or such Affiliates’ requests for any such renewal, (v) none of Seller, any of its Affiliates or any Government Entity has commenced or requested the commencement of an administrative proceeding concerning the renewal of a material Franchise as provided in Section 626(c)(1) of the Communications Act, and (vi) to the Knowledge of Seller, there exist no facts or circumstances that make it likely that any material Franchise shall not be renewed or extended on commercially reasonable terms. (c) With respect to the Franchises, none of Seller Borrower or any of its Affiliates Subsidiaries. Neither the Borrower or any of its Subsidiaries nor (to the knowledge of the Borrower) any of the Sellers has made received any material commitment notice from the granting body or any other governmental authority with respect to any Government Entity except (i) as set forth in the Contracts listed on Schedule 3.17(c)(i) breach of the Seller Disclosure Scheduleany covenant under, true or any default with respect to, any Franchise. Complete and complete correct copies of which all Franchises have heretofore been made available to Buyer prior to March 31, 2005, and (ii) such other Franchise commitments that (A) are commercially reasonable given the relevant Franchise and locality and (B) do not contain unfulfilled commitments except (1) those commitments reflected in the Budget or the Derivative 2004 Financial Statements (provided, that any commitment so reflected only in part will be deemed to be covered by this exception only to the extent so reflected) and (2) those commitments that are not material relative to Seller’s operations or financial performance in the applicable Franchise areaAdministrative Agent. (d) Set forth on Schedule 3.17(d) of the Seller Disclosure Schedule is a list of each Franchise subject to a Purchase Right and except as set forth on such Schedule no such Purchase Right provides for purchase thereunder at a price less than fair market value or a third party offer price.

Franchises. (a) Schedule 3.17(a) of the Seller Disclosure Schedule sets forth (i) The Company has provided to Parent a true and complete list of each Franchise operated by Seller the Company or any of its Affiliates, detailed by Specified Business, Cable System and Cost Center and (ii) Seller’s good faith estimate of the number of Basic Subscribers served by each such Franchise as of December 31, 2004Subsidiaries. Except as disclosed by Seller would not reasonably be expected to Buyer prior to have, individually or in the date of this Agreementaggregate, a Company Material Adverse Effect, (i) the Cable Systems owned or operated by the Company and its Subsidiaries are in compliance with the applicable Franchises in all material respects. There respects and (ii) there are no material ma- terial ongoing or, to the Knowledge of SellerCompany’s knowledge, threatened audits or similar proceedings undertaken under- taken by Government Entities Governmental Authorities with respect to any of the FranchisesFranchises of the Company or its Subsidiaries. (b) Except as disclosed by Seller would not reasonably be expected to Buyer prior to have, individually or in the date of this Agreementaggregate, a Company Material Adverse Effect, (i) each of the Company’s and its Subsidiaries’ Franchises is in full force and effect in all material respects, and a valid request for renewal has been duly and timely filed under Section 626 of the Communications Act Act, or applicable state franchise renewal provi- sions, regulations and obligations, with the proper Government Entity Governmental Authority with respect to each of the Company’s and its Subsidiaries’ Franchises that has expired or will expire within 30 36 months after the date of this Agreement, (ii) notices of renewal have been filed pursuant to the formal renewal procedures established by Section 626(a) of the Communications Act, or appli- cable state franchise renewal provisions, regulations and obligations, (iii) there are no applications applica- tions (other than renewal applications) relating to any of the Company’s or its Subsidiaries’ Franchises pending before any Government Entity that are material to any Specified BusinessGovernmental Authority, (iv) none of Seller or neither the Company nor any of its Affiliates Subsidiaries has received written notice from any Person that any Franchise of its Franchises will not be renewed or that the applicable Government Entity Governmental Authority has challenged or raised any material objection to or, as of the date hereof, otherwise questioned in any material respect, a Seller’s request for any such renewal under Section 626 of the Communications Act, and Seller and its Affiliates have duly and timely complied in all material respects with any and all inquiries and demands by any and all Government Entities made with respect to Seller’s or such Affiliates’ requests for any such renewal, (v) none of Sellerthe Company, any of its Affiliates Subsidiaries or any Government Entity Governmental Au- thority has commenced or requested the commencement of an administrative proceeding concerning con- cerning the renewal of a material Franchise of the Company or its Subsidiaries as provided in Section 626(c)(1) of the Communications Act, or in applicable state franchise renewal provi- sions, regulations and obligations, and (vi) to the Knowledge of SellerCompany’s knowledge, there exist no facts or circumstances that make it reasonably likely that any material Franchise shall of the Company’s or its Subsidiaries’ Xxxx- chises will not be renewed or extended on commercially reasonable terms. (c) With respect to Neither the Franchises, none of Seller or Company nor any of its Affiliates Subsidiaries has made any material commitment commitment, with respect to its Franchises, to any Government Entity Governmental Authority except (i) as set forth in the Contracts listed on Schedule 3.17(c)(iSection 4.21(c)(i) of the Seller Company Disclosure Schedule, true and complete copies of which have been made available to Buyer prior to March 31, 2005, Schedule and (ii) such other Franchise commitments com- mitments that (A) are commercially reasonable given the relevant Franchise and locality and (B) do would not contain unfulfilled commitments except (1) those commitments reflected reasonably be expected to have, individually or in the Budget or the Derivative 2004 Financial Statements (providedaggregate, that any commitment so reflected only in part will be deemed to be covered by this exception only to the extent so reflected) and (2) those commitments that are not material relative to Seller’s operations or financial performance in the applicable Franchise areaa Company Material Adverse Effect. (d) Set forth on Schedule 3.17(d) of the Seller Disclosure Schedule is a list of each Franchise subject to a Purchase Right and except as set forth on such Schedule no such Purchase Right provides for purchase thereunder at a price less than fair market value or a third party offer price.

Franchises. (a) Schedule 3.17(a) Listed and identified on SCHEDULE 3.06 attached hereto are all of ------------- the existing governmental authorizations for maintenance and operation of the Seller Disclosure Schedule sets forth Acquired Systems (iindividually, a "Franchise" and collectively, the "Franchises") a true presently held by Seller, and complete list of the political entity or authority which has granted each Franchise operated by Seller Franchise. All governmental authorizations necessary or any of its Affiliatesrequired for the construction, detailed by Specified Business, Cable System maintenance and Cost Center and (ii) Seller’s good faith estimate operation of the number Acquired Systems have been obtained by Seller, as the case may be. To the best of Basic Subscribers served by each Seller's Knowledge, all such Franchise as agreements, statutes, ordinances, resolutions, licenses or permits granting the Franchises are validly existing, legally enforceable obligations of December 31Seller and are validly existing, 2004legally enforceable obligations of the other parties thereto, in accordance with their terms, and that the same have been granted and renewed in accordance with all applicable federal, state and local laws, and Seller is validly and lawfully operating the Acquired Systems under the Franchises and applicable law. Further, Seller has obtained in accordance with all federal, state and local laws all Franchises required for the lawful operation of the Acquired Systems. Except as disclosed set forth on SCHEDULE -------- 3.06, none of the political entities ---- or authorities which have granted a Franchise have been, or have applied to be, certified to regulate the CATV rates charged by Seller to Buyer prior pursuant to the date 1992 Act and the FCC Rules and Regulations. Each of this Agreementthe Franchises expires on the dates set forth on SCHEDULE 3.06 ------------- attached hereto. Except as set forth on SCHEDULE 3.06, the Cable Systems are in compliance with the applicable Franchises Seller has duly complied ------------- in all material respectsrespects with all of the terms and conditions of the Franchises and has not done or performed any act which would invalidate its rights under, or give to the granting authority the right to terminate, the Franchises. There are is no material ongoing pending assertion or claim that operations pursuant to any Franchise have been improperly conducted or maintained, or, to Seller's Knowledge, any facts or circumstances that might give rise to any such assertion or claim. Except as set forth on SCHEDULE 3.06, all construction of distribution plant required by ------------- any of the Knowledge Franchises has been completed in accordance with the terms of Seller, threatened audits or similar proceedings undertaken by Government Entities with respect to the such Franchises. (b) Except as disclosed True, complete and correct copies of the Franchises, all amendments, assignments and consents thereto and the latest rate change approval, if any, to the date hereof have been delivered by Seller to Buyer prior to the date of this Agreement, (i) each of the Franchises is in full force and effect in all material respects, and a valid request for renewal has been duly and timely filed under Section 626 of the Communications Act with the proper Government Entity with respect to each of the Franchises that has expired or will expire within 30 months after the date of this Agreement, (ii) notices of renewal have been filed pursuant to the formal renewal procedures established by Section 626(a) of the Communications Act, (iii) there are no applications relating to any Franchises pending before any Government Entity that are material to any Specified Business, (iv) none of Seller or any of its Affiliates has received notice from any Person that any Franchise will not be renewed or that the applicable Government Entity has challenged or raised any material objection to or, as of the date hereof, otherwise questioned in any material respect, a Seller’s request for any such renewal under Section 626 of the Communications Act, and Seller and its Affiliates have duly and timely complied in all material respects with any and all inquiries and demands by any and all Government Entities made with respect to Seller’s or such Affiliates’ requests for any such renewal, (v) none of Seller, any of its Affiliates or any Government Entity has commenced or requested the commencement of an administrative proceeding concerning the renewal of a material Franchise as provided in Section 626(c)(1) of the Communications Act, and (vi) to the Knowledge of Seller, there exist no facts or circumstances that make it likely that any material Franchise shall not be renewed or extended on commercially reasonable termsBuyer. (c) With respect to the Franchises, none of Seller or any of its Affiliates has made any material commitment to any Government Entity except (i) as set forth in the Contracts listed on Schedule 3.17(c)(i) of the Seller Disclosure Schedule, true and complete copies of which have been made available to Buyer prior to March 31, 2005, and (ii) such other Franchise commitments that (A) are commercially reasonable given the relevant Franchise and locality and (B) do not contain unfulfilled commitments except (1) those commitments reflected in the Budget or the Derivative 2004 Financial Statements (provided, that any commitment so reflected only in part will be deemed to be covered by this exception only to the extent so reflected) and (2) those commitments that are not material relative to Seller’s operations or financial performance in the applicable Franchise area. (d) Set forth on Schedule 3.17(d) of the Seller Disclosure Schedule is a list of each Franchise subject to a Purchase Right and except as set forth on such Schedule no such Purchase Right provides for purchase thereunder at a price less than fair market value or a third party offer price.

Franchises. (a) Schedule 3.17(aSection 3.23(a) of the Seller Company Disclosure Schedule sets forth (i) a true true, correct and complete list of all Franchises in existence as of the date of this Agreement, along with each Franchise operated by Seller franchise agreement to which the Company or any of its Affiliates, detailed Subsidiaries is a party or by Specified Business, Cable System which the Company’s or any of its Subsidiaries’ or its or their properties is bound and Cost Center and (iithat grant or purport to grant a Franchisee the right to operate or license others to operate or to develop a Franchise within a specific geographic area or at a specific location. Each Franchise listed on Section 3.23(a) Seller’s good faith estimate of the number of Basic Subscribers served by each such Franchise as of December 31Company Disclosure Schedule is subject to an agreement, 2004. Except as disclosed by Seller substantially in the form provided to Buyer Purchasers on or prior to the date of this Agreement, entered into by the Cable Systems are Company or any of its Subsidiaries, on the one hand, and a Franchisee, on the other hand, pursuant to which, among other things, the Company or Subsidiary grants a Franchise to such Franchisee (a “Franchise Agreement”). (b) The Franchise Agreement complies with all applicable Laws, except for any non-compliance that has not had, since December 30, 2008, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Since December 30, 2007, (i) the Company and its Subsidiaries have prepared and maintained each UFOC in compliance in all material respects with: (A) the UFOC Guidelines; (B) the FTC Rule and (C) applicable Registration Laws; and (ii) the Company and its Subsidiaries have offered and sold each Franchise for a franchised Restaurant to be located in a jurisdiction outside of the United States and its territories (the “Foreign Franchises”), and have prepared and maintained each IFOC, in compliance with the applicable Franchises Laws, including pre-sale registration and disclosure Laws, in all cases except for any non-compliance that has not had, since December 30, 2007, and would not reasonably be expected to have, a Company Material Adverse Effect. (d) Since December 30, 2007, the Company and its Subsidiaries have not, in any UFOC, IFOC, other franchise disclosure document, in applications and/or filings with states under the Registration Laws, or in any applications or filings with any Governmental Authorities outside of the United States and its territories, made any untrue statement of a material respectsfact, omitted to state a material fact required to be stated therein, or omitted to state any fact necessary to make the statements made therein, taken as a whole, not misleading, except to the extent any such matter would not, individually or in the aggregate, have a Company Material Adverse Effect. (e) Section 3.23(e) of the Company Disclosure Schedule sets forth all material contracts pursuant to which the Company or any of its Subsidiaries receives Rebates as a result of transactions between the Franchisees and suppliers selling products or services to the Franchisees. There When the Company or any of its Subsidiaries buys products, goods and services from a supplier, such supplier charges the Company or its Subsidiary, as applicable, for these items on the same basis as the supplier charges a Franchisee operating a franchised Restaurant for similar products, goods and services purchased for use in connection with such Restaurant. No contract pursuant to which the Company or its Subsidiaries receives a Rebate is (i) prohibited by any Franchise Agreement, (ii) not disclosed in accordance with the UFOC Guidelines and/or the FTC Rule in the relevant UFOC, if applicable or (iii) not disclosed in accordance with applicable Law with respect to foreign Franchises. (f) Section 3.23(f) of the Company Disclosure Schedule sets forth a true and complete list of the material contracts, other than the Franchise Agreements, that are no material ongoing orin effect as of the date hereof with any formal franchisee association or group of Franchisees regarding any Franchise Agreement or franchise operational matter. (g) Section 3.23(g) of the Company Disclosure Schedule sets forth a true and complete list of the Franchisees, if any, that, to the Knowledge of Sellerthe Company, threatened audits are currently the subject of a bankruptcy or similar proceedings undertaken by Government Entities with respect to the Franchisesproceeding. (bh) Except as disclosed by Seller The Company has provided to Buyer prior to the date of this Agreement, (i) each of the Franchises is in full force and effect in all material respects, and a valid request for renewal has been duly and timely filed under Section 626 of the Communications Act with the proper Government Entity with respect to each of the Franchises that has expired or will expire within 30 months after the date of this Agreement, (ii) notices of renewal have been filed pursuant to the formal renewal procedures established by Section 626(a) of the Communications Act, (iii) there are no applications relating to any Franchises pending before any Government Entity that are material to any Specified Business, (iv) none of Seller or any of its Affiliates has received notice from any Person that any Franchise will not be renewed or that the applicable Government Entity has challenged or raised any material objection to or, as of the date hereof, otherwise questioned in any material respect, a Seller’s request for any such renewal under Section 626 of the Communications Act, and Seller and its Affiliates have duly and timely complied in all material respects with any and all inquiries and demands by any and all Government Entities made with respect to Seller’s or such Affiliates’ requests for any such renewal, (v) none of Seller, any of its Affiliates or any Government Entity has commenced or requested the commencement of an administrative proceeding concerning the renewal of a material Franchise as provided in Section 626(c)(1) of the Communications Act, and (vi) to the Knowledge of Seller, there exist no facts or circumstances that make it likely that any material Franchise shall not be renewed or extended on commercially reasonable terms. (c) With respect to the Franchises, none of Seller or any of its Affiliates has made any material commitment to any Government Entity except (i) as set forth in the Contracts listed on Schedule 3.17(c)(i) of the Seller Disclosure Schedule, true and complete copies of which have been made available to Buyer prior to March 31each Purchaser a true, 2005, correct and (ii) such other Franchise commitments that (A) are commercially reasonable given the relevant Franchise and locality and (B) do not contain unfulfilled commitments except (1) those commitments reflected in the Budget or the Derivative 2004 Financial Statements (provided, that any commitment so reflected only in part will be deemed to be covered by this exception only to the extent so reflected) and (2) those commitments that are not material relative to Seller’s operations or financial performance in the applicable Franchise area. (d) Set forth on Schedule 3.17(d) of the Seller Disclosure Schedule is a list complete copy of each Franchise subject to a Purchase Right and except as set forth on such Schedule no such Purchase Right provides for purchase thereunder at a price less than fair market value or a third party offer priceCurrent UFOC.

Franchises. (a) Listed and identified on Schedule 3.17(a) 3.06 attached hereto are all of the Seller Disclosure Schedule sets forth (i) a true existing governmental authorizations for maintenance and complete list of each Franchise operated by Seller or any of its Affiliates, detailed by Specified Business, Cable System and Cost Center and (ii) Seller’s good faith estimate operation of the number Acquired Systems (individually, a "Franchise" and collectively, the "Franchises") presently held by Seller, and the political entity or authority which has granted each Franchise. All governmental authorizations necessary or required for the construction, maintenance and operation of Basic Subscribers served the Acquired Systems have been obtained by each Seller, as the case may be. All such Franchise as agreements, statutes, ordinances, resolutions, licenses or permits granting the Franchises are validly existing, legally enforceable obligations of December 31Seller and are validly existing, 2004legally enforceable obligations of the other parties thereto, in accordance with their terms, granted and renewed in accordance with all applicable federal, state and local laws, and Seller is validly and lawfully operating the Acquired Systems under the provisions of the Franchises and applicable law. Further, Seller has obtained in accordance with all federal, state and local laws all Franchises required for the lawful operation of the Acquired Systems. Except as disclosed set forth on Schedule 3.06, none of the political entities or authorities which have granted a Franchise have been, or have applied to be, certified to regulate the CATV rates charged by Seller to Buyer prior pursuant to the date 1992 Act and the FCC Rules and Regulations. Each of this Agreementthe Franchises expires on the dates set forth on Schedule 3.06 attached hereto. Except as set forth on Schedule 3.06, the Cable Systems are in compliance with the applicable Franchises Seller has duly complied in all material respectsrespects with all of the terms and conditions of the Franchises and has not done or performed any act which would invalidate or impair its rights under, or give to the granting authority the right to terminate, the Franchises. There are is no material ongoing pending assertion or claim that operations pursuant to any Franchise have been improperly conducted or maintained, or, to Seller's knowledge after due inquiry, any facts or circumstances that might give rise to any such assertion or claim. Except as set forth on Schedule 3.06, all construction of distribution plant required by any of the Knowledge Franchises has been completed in accordance with the terms of Seller, threatened audits or similar proceedings undertaken by Government Entities with respect to the such Franchises. (b) Except as disclosed True, complete and correct copies of the Franchises, all amendments, assignments and consents thereto and the latest rate change approval, if any, to the date hereof have been delivered by Seller to Buyer prior to the date of this Agreement, (i) each of the Franchises is in full force and effect in all material respects, and a valid request for renewal has been duly and timely filed under Section 626 of the Communications Act with the proper Government Entity with respect to each of the Franchises that has expired or will expire within 30 months after the date of this Agreement, (ii) notices of renewal have been filed pursuant to the formal renewal procedures established by Section 626(a) of the Communications Act, (iii) there are no applications relating to any Franchises pending before any Government Entity that are material to any Specified Business, (iv) none of Seller or any of its Affiliates has received notice from any Person that any Franchise will not be renewed or that the applicable Government Entity has challenged or raised any material objection to or, as of the date hereof, otherwise questioned in any material respect, a Seller’s request for any such renewal under Section 626 of the Communications Act, and Seller and its Affiliates have duly and timely complied in all material respects with any and all inquiries and demands by any and all Government Entities made with respect to Seller’s or such Affiliates’ requests for any such renewal, (v) none of Seller, any of its Affiliates or any Government Entity has commenced or requested the commencement of an administrative proceeding concerning the renewal of a material Franchise as provided in Section 626(c)(1) of the Communications Act, and (vi) to the Knowledge of Seller, there exist no facts or circumstances that make it likely that any material Franchise shall not be renewed or extended on commercially reasonable termsBuyer. (c) With respect to the Franchises, none of Seller or any of its Affiliates has made any material commitment to any Government Entity except (i) as set forth in the Contracts listed on Schedule 3.17(c)(i) of the Seller Disclosure Schedule, true and complete copies of which have been made available to Buyer prior to March 31, 2005, and (ii) such other Franchise commitments that (A) are commercially reasonable given the relevant Franchise and locality and (B) do not contain unfulfilled commitments except (1) those commitments reflected in the Budget or the Derivative 2004 Financial Statements (provided, that any commitment so reflected only in part will be deemed to be covered by this exception only to the extent so reflected) and (2) those commitments that are not material relative to Seller’s operations or financial performance in the applicable Franchise area. (d) Set forth on Schedule 3.17(d) of the Seller Disclosure Schedule is a list of each Franchise subject to a Purchase Right and except as set forth on such Schedule no such Purchase Right provides for purchase thereunder at a price less than fair market value or a third party offer price.

Franchises. (a) Schedule 3.17(a) of the Seller Disclosure Schedule sets forth (i) Except as would not, individually or in the aggregate, reasonably be expected to have a true and complete list of Material Adverse Effect, (A) each Franchise cable system, as such term is defined in 47 U.S.C. § 522(7), owned or operated by Seller the Company or any of its Affiliates, detailed by Specified Business, Cable System and Cost Center and (ii) Seller’s good faith estimate of the number of Basic Subscribers served by each such Franchise as of December 31, 2004. Except as disclosed by Seller to Buyer prior to the date of this Agreement, the Cable Systems are Subsidiaries is in compliance with each franchise, as such term is defined in the applicable Franchises in all material respects. There Communications Act of 1934, as amended (together with the written orders, policies and decisions of the FCC), granted by a Governmental Entity authorizing the construction, upgrade, maintenance or operation of any part of the subject cable system (each, a “Franchise”) and (B) there are no material ongoing or, to the Knowledge knowledge of Sellerthe Company, threatened audits or similar proceedings undertaken by Government Entities Governmental Entity with respect to any of the Franchises of the Company or any of its Subsidiaries. The Company has made available to Parent and Merger Sub a true and complete list of all such Franchises, which Franchises comprise all of the franchises (as defined in the Federal Communications Laws) necessary to operate the business of the Company and its Subsidiaries in all material respects as currently conducted. (bii) Except as disclosed by Seller would not, individually or in the aggregate, reasonably be expected to Buyer prior to the date of this Agreementhave a Material Adverse Effect, (i) each of the Company’s and its Subsidiaries’ Franchises is binding and in full force and effect in all material respectseffect, and a valid request for renewal has been duly and timely filed under Section 626 of the Communications Act with the proper Government Entity with respect to each of the Franchises that has expired or will expire within 30 months after the date of this Agreement, (ii) notices of renewal have been filed pursuant to the formal renewal procedures established by Section 626(a) of the Communications Act, (iii) there are no applications (other than renewal applications that are valid and were timely filed) relating to any of the Company’s or its Subsidiaries’ Franchises pending before any Government Entity that are material to any Specified BusinessGovernmental Entity, (iv) none of Seller or and neither the Company nor any of its Affiliates Subsidiaries has received written notice from any Person that any Franchise of its Franchises will not be renewed or that the applicable Government Governmental Entity has challenged or raised any material objection to or, as of the date hereof, otherwise questioned in any material respect, a Seller’s request for any such renewal under Section 626 of renewal. (iii) Except as would not, individually or in the Communications Actaggregate, reasonably be expected to have a Material Adverse Effect, there is no pending, and Seller and neither the Company nor any of its Affiliates have duly and timely complied in all material respects with Subsidiaries has received any and all inquiries and demands by written notice of any and all Government Entities made imminent, audit with respect to Seller’s payment of fees or other matters pertaining to access to or use of poles, ducts, conduits or rights of way. The Company and its Subsidiaries have paid, timely and in full, all material fees due for such Affiliates’ requests access or use or under any agreement pertaining thereto, except for any such renewal, (v) none of Seller, any of fees that the Company and its Affiliates or any Government Entity has commenced or requested the commencement of an administrative proceeding concerning the renewal of a material Franchise as provided Subsidiaries are contesting in Section 626(c)(1) of the Communications Act, and (vi) to the Knowledge of Seller, there exist no facts or circumstances that make it likely that any material Franchise shall not be renewed or extended on commercially reasonable termsgood faith. (c) With respect to the Franchises, none of Seller or any of its Affiliates has made any material commitment to any Government Entity except (i) as set forth in the Contracts listed on Schedule 3.17(c)(i) of the Seller Disclosure Schedule, true and complete copies of which have been made available to Buyer prior to March 31, 2005, and (ii) such other Franchise commitments that (A) are commercially reasonable given the relevant Franchise and locality and (B) do not contain unfulfilled commitments except (1) those commitments reflected in the Budget or the Derivative 2004 Financial Statements (provided, that any commitment so reflected only in part will be deemed to be covered by this exception only to the extent so reflected) and (2) those commitments that are not material relative to Seller’s operations or financial performance in the applicable Franchise area. (d) Set forth on Schedule 3.17(d) of the Seller Disclosure Schedule is a list of each Franchise subject to a Purchase Right and except as set forth on such Schedule no such Purchase Right provides for purchase thereunder at a price less than fair market value or a third party offer price.

Franchises. (a) Schedule 3.17(a3.23(a) of hereto accurately identifies all current franchise agreements, development agreements, and master franchise agreements to which the Seller Disclosure Schedule sets forth (i) a true and complete list of each Franchise operated by Seller Company or any of its Affiliates, detailed by Specified Business, Cable System and Cost Center and (ii) Seller’s good faith estimate Subsidiaries is a party as of the number date hereof (collectively, “Franchise Agreements”), by name of Basic Subscribers served by each such Franchise as of December 31franchisee, 2004. Except as disclosed by Seller to Buyer prior to the licensee or developer (“Franchisee”), date of this Agreementagreement, location of restaurant(s), and type of restaurant concept, and except as provided on Schedule 3.14 no other contracts exist between the Cable Systems are in compliance with Company or any of its Subsidiaries and any third party granting the applicable Franchises in all material respects. There are no material ongoing orright, or any option or right of first refusal, to conduct business under the Knowledge names “Chevys Fresh Mex”, “Chevys Express Mex”, “Fuzio Universal Pasta”, “El Torito Restaurant” or any other trade marks or trade names owned or used by the Company or any of Seller, threatened audits or similar proceedings undertaken by Government Entities with respect its Subsidiaries. The Company has made available to the FranchisesParent and Newco true and complete copies of each Franchise Agreement. (b) Except as disclosed by Seller set forth on Schedule 3.23(b) hereto and except as would not, in the aggregate, reasonably be expected to Buyer prior to the date of this Agreement, have a Material Adverse Effect: (i) there are no disputes between the Company or any of its Subsidiaries, on the one hand, and any Franchisee, on the other hand; (ii) each of the Franchises Franchise Agreement is enforceable and in full force and effect in all material respectsrespects (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and a valid request for renewal has been duly and timely filed under Section 626 subject to general principles of the Communications Act with the proper Government Entity with respect to each of the Franchises that has expired or will expire within 30 months after the date of this Agreement, (ii) notices of renewal have been filed pursuant to the formal renewal procedures established by Section 626(a) of the Communications Act, equity); (iii) there are neither the Company nor any of its Subsidiaries (and to the Company’s Knowledge, no applications relating counter-party) is in breach of any Franchise Agreement, and to any Franchises pending before any Government Entity the Company’s Knowledge no event has occurred that are material to any Specified Business, with notice or lapse of time would constitute a breach under the Franchise Agreement; and (iv) none of Seller no party to a Franchise Agreement has delivered a written demand or any of its Affiliates has received notice from any Person that any Franchise will not be renewed or that the applicable Government Entity has challenged or raised any material objection to or, as of the date hereof, otherwise questioned in any material respect, a Seller’s request for any such renewal under Section 626 of the Communications Actearly termination, and Seller and its Affiliates have duly and timely complied in all material respects with any and all inquiries and demands by any and all Government Entities made with respect to Seller’s cancellation or such Affiliates’ requests for any such renewal, (v) none of Seller, any of its Affiliates or any Government Entity has commenced or requested the commencement of an administrative proceeding concerning the renewal of a material Franchise as provided in Section 626(c)(1) of the Communications Act, and (vi) to the Knowledge of Seller, there exist no facts or circumstances that make it likely that any material Franchise shall not be renewed or extended on commercially reasonable termsother cessation thereof. (c) With respect to the Franchises, none of Seller or any of its Affiliates has made any material commitment to any Government Entity except (i) as set forth in the Contracts listed on Schedule 3.17(c)(i) of the Seller Disclosure Schedule, true and complete copies of which have been made available to Buyer prior to March 31, 2005, and (ii) such other Franchise commitments that (A) are commercially reasonable given the relevant Franchise and locality and (B) do not contain unfulfilled commitments except (1) those commitments reflected in the Budget or the Derivative 2004 Financial Statements (provided, that any commitment so reflected only in part will be deemed to be covered by this exception only to the extent so reflected) and (2) those commitments that are not material relative to Seller’s operations or financial performance in the applicable Franchise area. (d) Set forth on Schedule 3.17(d) of the Seller Disclosure Schedule is a list of each Franchise subject to a Purchase Right and except Except as set forth on such Schedule no such Purchase Right provides for purchase thereunder at 3.23(c) hereto and except as would not, in the aggregate, reasonably be expected to have a price less than fair market value Material Adverse Effect, neither the Company nor any of its Subsidiaries has committed any material violation of any law, rule or a third party offer priceregulation of the Federal Trade Commission or of any foreign country, state or other jurisdiction relating to the relationship between franchisors and franchisees, or the offer, sale, assignment, renewal, advertising, termination or rights of succession, of franchises, business opportunities or seller-assisted marketing plans (collectively, “Franchise Laws”), including but not limited to making any unauthorized earnings claims to prospective franchisees.