1992RESOLUTION NO.1992
CONSENT RESOLUTION AUTHORIZING THE TRANSFER OF CABLE TELEVISION FRANCHISE AND
THE ASSIGNMENT OF THE ASSETS AND THE FRANCHISE AS COLLATERAL
WHEREAS,the cable television franchise in the City ofMoses Lake (the "Franchise")is currently owned
and operated by Marcus CableAssociates,L.P.(the "Franchisee");and
WHEREAS,pursuant tothatcertain Asset Purchase Agreementdated asofAugust 1,1996,(the "Purchase
I j Agreement")by and between Franchisee,asSeller,and Northland Cable Television,Inc.,aWashington corporation,
asbuyer("Buyer"),theCity ofMosesLake(the"Franchising Authority")hasreceivedarequestforapproval to
assign the Franchise andtransfer the CATV ordinance from the Franchisee to Buyer,oratBuyer'selection,any
affiliatedentity controlling,controlledby, orundercommon controlwith Buyer(Buyer, orany suchentity, a
"Transferee"); and
WHEREAS,Transferee,asthe proposed assignee and transferee ofFranchisee,from andafterthe date of
the closing ofthe transactions described inthe Purchase Agreement,shall assume andagree to perform each and
every obligation ofthe Franchisee underthe Franchise;
NOW, THEREFORE, BE IT RESOLVED,thatthe sale,transferandassignmentofthe rights,
responsibilities and benefits oftheFranchise from Franchisee toTransferee ishereby permitted and approved;and
BE IT FURTHER RESOLVED, thatthe Franchise (andthe related CATV ordinance)is in full force and
effectwithoutdefault thereunder by the Franchisee tothe date hereofin accordance with itstermsandconditions as
set forththerein and thatno breachhas occurredor is continuing under the Franchise;and
BE IT FURTHERRESOLVED, thatthe Franchising Authoritywaivesanyrightsoffirstrefusal thatitmay
haveto assumethe Franchise upon anytransfercontemplatedhereunder;and
BE IT FURTHERRESOLVED,thatTransferee may, atanytime and from time to time,assign or grant or
otherwise conveyoneormoreliens orsecurity interests inits assets,including itsrights,obligations and benefits in
andto the Franchise (the"Collateral")to any lenders)("Secured Party")providingfinancing to Transferee,from
timetotime,thatthe Franchising Authority agrees thatconsentto a transfer isherebydeemedapproved ifthe
Collateral isassignedand transferred asaresultofa foreclosure;and
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BE IT FURTHER RESOLVED,thatthe Franchise andthis Resolutionwere andareadoptedin accordance
withthenoticeand procedure requirements ofthelaws oftheStateofWashington governing the Franchising
Authority,and withthenotice and procedure requirements prescribed bytheFranchising Authority,and were and
areadopted in accordance with anddo notconflictwiththe laws,ordinances,resolutions;and
BE IT FURTHER RESOLVED,thattheconsentto transfer herein provided shall be effective uponand
onlyeffectiveconcurrent withthe closing ofthetransactions described inthe Purchase Agreement and the
subsequent transfer oftheassets related tothe Franchise to Transferee and Transferee shall notifytheFranchising
Authority promptly upon the closing ofsuch transactions.
ADOPTEDby the Franchising Authority onthis 27 th day of August 1996.
CITY OF MOSES LAKE
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