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the terms of this Resolution, any action necessary with respect to the Transaction and the <br /> Franchisee has been duly and validly taken. <br /> 1 3. Charter or the Franchisee may(a) assign, transfer, or transfer control of its assets, <br /> including the Franchise, provided that such assignment, transfer, or transfer of control is to an <br /> entity directly or indirectly controlling, controlled by or under common control with Charter; (b) <br /> restructure debt or change the ownership interests among existing equity participants in Charter; <br /> (c)pledge or grant a security interest to any lender(s) of Charter's assets, including, but not <br /> limited to, the Franchise, or of interest in Charter, for purposes of securing any indebtedness; and <br /> (d) sell equity interests in Charter or any of Charter's affiliates. <br /> 4. Upon closing of the Transaction, the Franchisee shall remain bound by the lawful <br /> terms and conditions of the Franchise. <br /> 1 5. This Resolution shall be deemed effective upon adoption. <br /> 6. This Resolution shall have the force of a continuing agreement with Franchisee, <br /> and the Franchise Authority shall not amend or otherwise alter this Resolution without the <br /> consent of Franchisee and Charter. <br /> PASSED, ADOPTED AND APPROVED this day of , 2015. <br /> By: <br /> Name: <br /> Title: <br /> ATTEST: <br /> i Clerk <br /> 1 <br /> I <br /> 1 <br /> -2- <br /> I <br />