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Attachment C 144renewal to the same extent and in the same manner as before the Proposed Transaction, 145subject to the terms of the Franchise Extension Agreement. 146 1471.10 Nothing in this Resolution amends or alters the Franchise Documents or any requirements 148therein in any way, and all provisions of the Franchise Documents remain in full force and 149effect and are enforceable in accordance with their terms and with applicable law. 150 1511.11 The Proposed Transaction shall not permit GreatLand and Franchisee to take any position 152or exercise any right with respect to the Franchise Documents and the relationship thereby 153established with the Member Cities and the Commission that could not have been exercised 154prior to the Proposed Transaction. 155 1561.12GreatLand assures that it will cause to be made available adequate financial resources to 157allow Franchisee to meet its current obligations under the Franchise Documents and enable 158Franchisee to maintain through 2015 the current operational and customer service levels 159taken as a whole. 160 1611.13 The Commission is not waiving any rights it may have to require franchise fee payments 162on present and future services delivered by GreatLand or its subsidiaries and affiliates via 163the cable system; 164 1651.14 The Commission is not waiving any right it may have related to any net neutrality, open 166access, and information services issues; 167 1681.15 Receipt of any and all state and federal approvals and authorizations; 169 1701.16 Actual closing of the Proposed Transaction consistent with the transfer application; and 171 172 Section 2. If any of the conditions or requirements specified in this Resolution are not 173satisfied, then the City’s recommended consent to, and approval of, the Transfer Application and 174Proposed Transaction is hereby DENIED and void as of the date hereof. 175 176 Section 3. Franchisee, GreatLand, or a subsidiary shall reimburse the Commission in 177accordance with § 10.5(e) of the Franchise Ordinances in an amount not to exceed $15,000. 178GreatLand and its subsidiaries shall not assert its right to claim that the reimbursement made under 179this Resolution is a franchise fee for purposes of 47 U.S.C. § 542, nor shall it be offset against or 180deducted from franchise fee payments made under the Franchise. 181 182 Section 4. If any of the written representations made to the Commission in the Transfer 183Application proceeding by (i) Comcast of Minnesota, Inc., (ii) Comcast or (iii) GreatLand, (iv) 184any subsidiary or representative of the foregoing prove to be materially incomplete, untrue or 185inaccurate in any respect, it shall be deemed a material breach of the Franchise Documents and 186applicable law, including, without limitation, revocation or termination of the Franchises. 187 188 Section 5. This Resolution shall not be construed to grant or imply the City’s consent to 189any other transfer or assignment of the Franchises or any other transaction that may require the 190City’s consent under the Franchise Ordinances or applicable law. The Commission and the 191Member Cities reserve all their rights with regard to any such transactions. 4