RES040201B - Cable Television Franchise

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SECTION 3. Upon acceptance of this Resolution, the Franchise Authority, agrees that Transferee may (a) assign or transfer its assets, including the Franchise, provided however that such assignment or transfer is to a parent or subsidiary of the Transferee or another entity under direct or indirect control of Paul G. Allen or Charter; (b) restructure debt or change the ownership interests among existing equity participants in Transferee~ and/or its affiliates; (c) pledge or grant a security interest to any lender(s) of Transferee's assets, including but not limited to the Franchise, or of interests in Transferee, for purpose of securing an indebtedness; without obtaining prior consent of the Franchise Authority; (d) sell capital stock of Transferee, or any of Transferee's affiliated companies, provided that: Transferee represents in writing to Franchising Authority that such transaction will have no foreseeable efl~ct on the agreement between Franchising Authority and Transferee relating to the management and operation of the cable system in the franchise service area. SECTION 4. This Resolution shall be deemed effective for purpose of the Transfer upon the Closing of the Transfer. SECTION 5. In accordance with the terms of this Transfer, Franchisee shall have no obligations or liabilities under the Franchise which arise from events or circumstances occurring on or after the Closing. SECTION 6. This Resolution shall have the force of a continuing agreement with Franchisee and Transferee, and Franchise Authority shall not amend or otherwise alter this Resolution without the consent of Franchisee and Transferee. PASSED, ADOPTED AND APPROVED this d- day of/dfYd~.,- ,2001. TTEST: Clerk CITY OF UNIVERSITY CITY I, the undersigned, being the duly appointed, qualified and acting Clerk of the City of University City, hereby certify that the foregoing Resolution No. di/D,,~d/ZJis a tree, correct City on the ~,