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5 <br /> S. The Franchising Authority is granting its consent to the transfer of control <br /> of the Franchise in reliance on the commitment of TWI and AOL (as expressed in the <br /> MOU), and Franchisee (as an entity substantially owned by TWI, and proposed to be <br /> substantially owned by AOL/TW), to the principles expressed in and underlying the <br /> MOU. <br /> PASSED,ADOPTED AND APPROVED this day of <br /> .2000. <br /> ORANGE COUNTY <br /> By: <br /> Title: - <br /> ATTEST: <br /> By: <br /> Clerk <br /> WE CONSENT TO AND ACCEPT THE TERMS AND CONDITIONS OF THIS <br /> RESOLUTION. <br /> DATE OF ACCEPTANCE: IBM WARNER ENTERTAINMENT <br /> ADVANCE NEWHOUSE PARTNERSHIP <br /> By . <br /> 4 <br />