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• <br /> WHEREAS, on June 21, 1988, Sun Country Cable Inc., (herein called <br /> "SUN") and the Town of Los Altos Hills (herein called the "TOWN") entered <br /> into and executed an Agreement entitled <br /> "AN AGREEMENT GRANTING A NON-EXCLUSIVE <br /> FRANCHISE TO SUN COUNTRY CABLE, INC. TO OPERATE A <br /> CABLE TELEVISION SYSTEM IN THE CITY OF LOS ALTOS <br /> HILLS AND SETTING FORTH CONDITIONS ACCOMPANYING <br /> THE GRANTING OF THE FRANCHISE" <br /> (herein called the "AGREEMENT"); and <br /> WHEREAS, SUN desires to sell and transfer its Franchise described in <br /> Ordinance No. 324 and in the Agreement to SUN COUNTRY CABLE <br /> HOLDINGS, L.P., a Limited Partnership (herein called the "LIMITED <br /> PARTNERSHIP"); and <br /> WHEREAS, Franchise Procedural Ordinance No. 323 requires that the <br /> prior consent of the TOWN be obtained in connection with the sale, <br /> transfer, or disposition of any Cable Television Franchise; and <br /> WHEREAS, SUN, LIMITED PARTNERSHIP and TOWN each desire to <br /> enter into an Assumption Agreement wherein TOWN shall consent to the <br /> sale and transfer of SUN's non-exclusive franchise and LIMITED <br /> PARTNERSHIP covenants and agrees to assume and to be responsible for <br /> performance of the terms, conditions and obligations of SUN under the <br /> Franchise but without relieving SUN of its obligations to perform under the <br /> terms of Ordinance Nos. 323 and 324, and the Agreement; and <br /> -2- <br />