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in full force and effect and are enforceable in accordance with their terms and with <br />applicable law. <br />1.12 The Proposed Transaction shall not permit GreatLand and Grantee to take any position or <br />exercise any right with respect to the Franchise Documents and the relationship thereby <br />established with the City that could not have been exercised prior to the Proposed <br />Transaction. <br />1.13 GreatLand assures that it will cause to be made available adequate financial resources to <br />allow Grantee to meet its obligations under the Franchise Documents, including without <br />limitation operational and customer service requirements. <br />1.14 The City is not waiving any rights it may have to require franchise fee or PEG fee <br />payments on present and future services delivered by GreatLand or its subsidiaries and <br />affiliates via the cable system. <br />1.15 Receipt of any required state and federal approvals and authorizations. <br />1.16 Actual closing of the Proposed Transaction. <br />Section 2. If any of the conditions or requirements specified in this Resolution are <br />not satisfied, the City's consent to, and approval of, the Transfer Application and Proposed <br />Transaction is hereby DENIED and void as of the date hereof. <br />Section 3. If any of the written representations made to the Commission or City in <br />the Transfer Application proceeding by (i) Comcast of Minnesota, Inc., (ii) Comcast or (iii) <br />GreatLand, (iv) any subsidiary or representative of the foregoing prove to be materially <br />incomplete, untrue or inaccurate in any material respect, it shall be deemed a material breach of <br />the Franchise Documents and applicable law, and subject to the remedies contained in the <br />Franchise Documents and applicable law. <br />Section 4. This Resolution shall not be construed to grant or imply the City's consent <br />to any other transfer or assignment of the Franchises or any other transaction that may require the <br />City's consent under the Franchise or applicable law. The City reserves all its rights with regard <br />to any such transactions. <br />Section 5. This Resolution is a final decision on the Transfer Application within the <br />meaning of 47 U.S.C. § 537. <br />Section 6. The transfer of control of the Grantee from Comcast to GreatLand shall <br />not take effect until the consummation of the Proposed Transaction. <br />Section 7. This Resolution shall be effective immediately upon its adoption by the <br />City. <br />4 <br />457161 RJV QU210-5 <br />