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RESOLUTION NO. <br /> CONSENT TO ASSIGNMENT OF FRANCHISE <br /> WHEREAS, CC VIII Operating, LLC ("Franchisee") is the duly authorized holder of a <br /> franchise, as amended to date (the "Franchise"), authorizing Franchisee to operate and maintain a <br /> cable system to serve City of Elk River (the "Franchise Authority"); and <br /> WHEREAS, Charter Communications, Inc. ("Charter"), the parent company of <br /> Franchisee is reducing the number of operating entities and subsidiaries and is aligning its cable <br /> operations into regional entities; and <br /> WHEREAS, as part of this reorganization, Franchisee will merge into another subsidiary <br /> of Charter, Spectrum Mid-America, LLC, assign the Franchise to Spectrum Mid-America, LLC; <br /> and <br /> WHEREAS, Spectrum Mid-America, LLC shall become the new franchise holder in City <br /> of Elk River; and <br /> WHEREAS, neither the ultimate control, nor the operations of the cable system or the <br /> provision of service will change as a result of the reorganization; and <br /> WHEREAS, Charter has filed an FCC Form 394 with the Franchise Authority (the <br /> "Application"); and <br /> WHEREAS, the Franchise Authority has considered the Application and approves of the <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 /> the terms of this Resolution, all action necessary to assign the Franchise to Charter has been duly <br /> and validly taken. <br /> 3. Charter or Spectrum Mid-America, LLC may (a) assign, transfer, or transfer <br /> control of its assets, including the Franchise, provided that such assignment, transfer, or transfer <br /> of control is to an entity directly or indirectly controlling, controlled by or under common control <br /> with Charter; (b) restructure debt or change the ownership interests among existing equity <br /> participants in Charter; (c)pledge or grant a security interest to any lender(s) of Charter's assets, <br /> SMRH:22807 1 01 1.1 -1- <br />