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Ordinance No. 2006-83 <br />EXHIBIT B <br />AVISTA CAPITAL PARTNERS, L.P. FRANCHISE <br />TRANSFER ORDINANCE ACCEPTANCE <br />Subject to the closing of that transaction more fully described in City of North Olmsted <br />Ordinance No. 2006- 8~ ,Avista Capital Partners, L.P. hereby accepts and agrees to abide by <br />the terms and conditions of the City of North Olmsted, Ohio's Ordinance No. 2006- 8'3 , <br />adopted April /~, 2006, conditionally approving and consenting to the transfer of control of the <br />City of North Olmsted, Ohio's Cable Television Franchise with WideOpenWest Cleveland, LLC <br />to Racecar Acquisition, LLC, which is majority-owned and controlled by Avista Capital <br />Partners, L.P. <br />Avista Capital Partners, L.P. warrants and represents that this Franchise Transfer <br />Ordinance Acceptance is executed by a person lawfully authorized to act on its behalf and that <br />this Franchise Transfer Ordinance Acceptance is a legally binding obligation of Avista Capital <br />Partners, L.P. <br />AVISTA CAPITAL PARTNERS, L.P. <br />By: <br />Name: <br />Title: <br />STATE OF <br />COUNTY OF <br />SS: <br />The undersigned, a Notary Public in and for said County and State, hereby certifies that <br />the of Avista Capital <br />Partners, L.P. personally appeared before me and acknowledged that, having full authority so to <br />do, he/she signed the foregoing Franchise Transfer Ordinance Acceptance on behalf of Avista <br />Capital Partners, L.P., in his/her capacity as ,and that the same <br />was his/her free and voluntary act and deed, and the free and voluntary act and deed of Avista <br />Capital Partners, L.P. <br />IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at <br />on , 2006. <br />Notary Public <br />467631-1 <br />