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Franchise and all rights of Charter related thereto, to secure any indebtedness of Charter, and to the <br />exercise by each of the secured parties of its rights as a secured party in the event of a default by <br />Charter in the payment or the performance of any of its indebtedness or obligations secured thereby; <br />provided, however, that nothing herein shall constitute a waiver of any right of the City to approve <br />any other sale or transfer of the Cable System and any other assignment or transfer of the Franchise <br />not shall the construction bond referred to in Section 10 of the Franchise adopted pursuant to <br />Resolution No. 99-134 be used to secure any indebtedness. <br />4. Upon acceptance of this Resolution and the Franchise, by signing below Charter may <br />(a) assign or transfer Interlink's assets, including the Franchise, provided, however, that such <br />assignment or transfer is to a parent or subsidiary of Charter or another entity under direct or indirect <br />control of Paul Allen; (b) restructure or change the ownership interests among existing equity <br />participants in Charter and/or its affiliates; (c) pledge or grant a security interest to any lender(s) of <br />Charter or its affiliates, including but not limited to the Franchise, or of interests in Interlink for <br />purposes of securing an indebtedness, without obtaining prior consent of the City; (d) sell capital <br />stock of Charter or any of its affiliates in a transaction commonly known as an "initial public <br />offering" provided that Charter represents in writing to the City that such transaction will have no <br />foreseeable effect on the management and operation of the cable television system in the franchise <br />service area. <br />PASSED AND ADOPTED this 15TH day of July, 1999. <br />CITY OF S NY ISLES BEACH <br />By: f <br />David Samson, Aayor <br />ATTEST: <br />e,- 1C.. <br />Richard Brown-Morilla, City Clerk <br />Consent to Transfer of CATV Franchise Res. -2- <br />