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Attachment C 961.1 Neither the Franchise, nor any control thereof, nor the System, nor any part of the System 97located in the City’s public rights-of-way or on City’s property, shall be assigned or 98transferred, in whole or in part, without filing a written application with the City and/or the 99Commission and obtaining the City’s prior written approval of such transfer or assignment, 100but only to the extent required by applicable law. 101 1021.2 The City’s approval of the Transfer Application is made without prejudice to, or waiver of, 103its and/or the Commission’s right to fully investigate and consider during any future 104franchise renewal process: (i) Franchisee’s financial, technical, and legal qualifications; 105(ii) Franchisee’s compliance with the Franchise Documents, except as set forth in the 106Franchise Extension Agreement; and (iii) any other lawful, relevant considerations. 107 1081.3 The City’s approval of the Transfer Application is made without prejudice to, or waiver of, 109any right of the Commission or the Member Cities to consider or raise claims based on 110Franchisee’s defaults, any failure to provide reasonable service in light of the community’s 111needs, or any failure to comply with the terms and conditions of the Franchise Documents, 112or with applicable law, except as set forth in the Franchise Extension Agreement. 113 1141.4 The Commission and the Member Cities waive none of their rights with respect to the 115Franchisee’s compliance with the terms, conditions, requirements and obligations set forth 116in the Franchise Documents and in applicable law. The City’s approval of the Transfer 117Application shall in no way be deemed a representation by the Commission or the Member 118Cities that the Franchisee is in compliance with all of its obligations under the Franchise 119Documents and applicable law. 120 1211.5 After the Proposed Transaction, GreatLand and Franchisee will be bound by all the 122commitments, duties, and obligations, present and continuing, embodied in the Franchise 123Documents and applicable law. The Proposed Transaction will have no effect on these 124obligations. 125 1261.6 GreatLand shall provide an executed written certification in the form attached hereto within 127thirty (30) days after consummation of the Proposed Transaction, guarantying the full 128performance of the Franchisee. GreatLand shall provide the Commission with written 129notification that the Proposed Transaction closed within ten (10) days after the closing; 130 1311.7 GreatLand will comply with any and all conditions or requirements applicable to GreatLand 132set forth in all approvals granted by federal agencies with respect to the Proposed 133Transaction and Transfer Application (including any conditions with respect to 134programming agreements), such conditions or requirements to be exclusively enforced at 135the federal level; 136 1371.8 GreatLand shall provide a written guarantee in the form attached hereto within thirty (30) 138days of the effective date of this Resolution specifying that subscriber rates and charges in 139the Commission area will not increase as a result of the costs of the Proposed Transaction; 140 1411.9 After the Proposed Transaction is consummated, GreatLand and Franchisee will continue 142to be responsible for all past acts and omissions, known and unknown, under the Franchise 143Documents and applicable law for all purposes, including (but not limited to) Franchise 3