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01/08/2007 consent to the transfer shall be automatically withdrawn, effective the date of adoption of this Resolution, and the request to transfer shall be deemed denied. Section 2. Other than with respect to the condition made in Section 1.2 above, if any sentence, clause, phrase or portion of any condition imposed in Section 1 hereof if for any reason held by a court of competent jurisdiction to be invalid or unenforceable, such decision shall not affect the validity of the remaining conditions placed on this transfer. The City Council of the City of Redwood City hereby declares that it would have adopted this Resolution and each and every condition set forth in Section 1 hereof separately, irrespective of the fact that one or more of these conditions may be declared invalid or unenforceable. Section 3. This Resolution shall be deemed effective for the purposes of the transfer upon adoption by the City Council. Section 4. Subject to the reservation of rights of Section 1.2 above, the City hereby releases Franchisee, effective upon the consummation of the transaction contemplated in the Purchase Agreement (the "Closing Date") from all obligations and liabilities under the Franchise that accrue on or after the Closing Date. Franchisee shall remain responsible for all obligations and liabilities under the Franchise that accrue up to the Closing Date. Transferee shall be responsible for any obligations and liabilities under the Franchise that accrue on or after the Closing Date. Section 5. The City Clerk shall certify to the adoption of this resolution and shall cause the same to be processed in the manner required by law, and shall transmit a certified copy of this Resolution and Exhibit A hereto to Franchisee, Transferee and Guarantor. A TTY/RESO/RESO.1676 010407 14758 Formerly Muff # 801 -4-