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i <br /> RESOLUTION NO. <br /> CONSENT <br /> WHEREAS, Charter Communications VIII Operating, LLC ("Franchisee") is the duly <br /> authorized holder of a franchise, as amended to date (the "Franchise"), authorizing Franchisee to <br /> operate and maintain a cable system to serve City of Elk River, MN (the "Franchise Authority"); <br /> and <br /> WHEREAS, on May 23, 2015, Charter Communications, Inc. ("Charter <br /> Communications"), the ultimate parent company of Franchisee, with its subsidiary CCH I, LLC <br /> ("New Charter"), entered into agreements with Advance/Newhouse Partnership ("A/N"), the <br /> ultimate parent company of Bright House Networks, LLC ("BHN"), Time Warner Cable Inc. <br /> ("TWC"), and Liberty Broadband Corporation("Liberty") (collectively "the Agreements"), the <br /> ' purpose of which are to effectuate the acquisition of BHN and merger with TWC <br /> ("Transaction"); and <br /> WHEREAS, Charter Communications will merge with a subsidiary of New Charter, and <br /> all shares of Charter Communications will be converted into shares of New Charter, and New <br /> Charter will assume the name Charter Communications, Inc. ("Charter"); and <br /> ' WHEREAS,pursuant to the Agreements, A/N, TWC shareholders, and Liberty will <br /> acquire minority ownership interests in Charter; and <br /> WHEREAS, the majority of Charter's Board of Directors will remain the same and its <br /> senior management will not change as a result of the Transaction; and <br /> WHEREAS, the actual working control of Franchisee will not change as a result of the <br /> Transaction, and will remain with Charter; and <br /> WHEREAS, Charter has filed an FCC Form 394 with the Franchise Authority (the <br /> "Application"); and <br /> WHEREAS, the Franchise Authorityhas considered the Application and consents to the <br /> pp <br /> Transaction. <br /> NOW, THEREFORE, BE IT RESOLVED BY THE FRANCHISE AUTHORITY AS <br /> FOLLOWS: <br /> The foregoing recitals are approved and incorporated herein by reference. <br /> 1. The Franchise Authority consents to the Transaction. <br /> ' 2. The Franchise Authority confirms that the Franchise is valid and outstanding and <br /> in full force and effect and there are no defaults under the Franchise. Subject to compliance with <br /> 1 <br /> -1- <br /> I <br />