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in Exhibit B hereto (the foregoing entities being herein <br />refer~ed to individually as a "Buyer" and collectively as the <br />"Buyers"), and thereby transfer control of Group W Cable to the <br />Buyers; and <br /> <br /> WHEREAS, Buyers presently intend to 6ause Group W Cable to <br />transfer cont'~'l of subsidiary and/or assign the System to <br />North Central Cable Communications, L.P., a Minnesota limited <br />partnership (and a partner of Daniels-Hauser Holdings) (the <br />"transferee") as soon as practicable after the closing of the <br />foregoing stock sale (the "Closing Date"); and <br /> <br /> WHEREAS, Grantor has examined Transferee's legal, technical <br />and financial qualifications and found them adequate to own and <br />operate the system; and <br /> <br /> WHEREAS, Grantor is willing to consent to (i) the foregoing <br />transfer of control of Group W Cable to the Buyers on the <br />Closing Date and (ii) the transfer of control of Subsidiary <br />and/or assignment of the System to Transferee after the closing <br />Date; <br /> <br /> NOW, THEREFORE, in consideration of the premises, Grantor <br />hereby consents to (i) the sale by Westinghouse .of all of the <br />issued and outstanding shares of the capital stock of Group W <br />Cable, Inc. (and the transfer of control of Group W Cable) to <br />the Buyers on the Closing Date and (ii) the transfer of control <br />of Subsidiary and/or assignment of the System to the Transferee <br />after the Closing Date, provided that the consent in this clause <br />(ii) shall be subject to the condition that the holder of the <br />Franchise shall (promptly after the date of such transfer and/or <br />assignment) execute and deliver to Grantor its acceptance of, <br />and its agreement and undertaking to perform all of the duties <br />and obligations under, such Franchise; and Grantor confirms that <br />Subsidiary is the current holder of the Franchise. <br /> <br /> <br />