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,if <br />bur,, 12 ?,s 401 <br />NOW, THEREFORE, BE IT RESOLVED, that the following transac- <br />tions are hereby authorized and approved: <br />1. The transfer of all of the interests of the partners and <br />warrant holders of Masada, or all of the assets of Masada, in- <br />cluding the Franchise, to Insight; <br />2. The transfer of the Franchise to the Successor Partner- <br />ship and the subsequent transfer of all of the interests of the <br />partners and warrant holders, or the assets, of the Successor <br />Partnership, to Insight; <br />3. The liquidation of Masada and/or the Successor Partner- <br />ship by Insight and the transfer of all of the assets thereof, <br />including the Franchise, to Insight. <br />RESOLVED FURTHER, that the Board of Commissioners of the <br />County of Lee hereby acknowledges that the Franchise remains in <br />full force and effect with no defaults thereunder; <br />RESOLVED FURTHER, that this consent is <br />condition that Insight agree to be bound by <br />all the provisions of the Franchise subject <br />and any default under the Franchise which e <br />the date of transfer shall not be the basis <br />the Franchise; <br />granted under the <br />and to comply with <br />to applicable law, <br />xisted on or prior to <br />for the revocation of <br />RESOLVED FURTHER, that partners and warrant holders of <br />Masada are hereby released from any and all of their obligations <br />to Lee County under the Franchise accruing from and after the <br />effective date of the transfer to Insight; <br />RESOLVED FURTHER, that Insight may encumber all or any part <br />of the interest of Insight in and under the Franchise, for fi- <br />nancing purposes, by one or more security agreements, devises, <br />mortgages, deeds of trust, or other encumbrances from Insight to <br />any lender encumbering any property or assets of Insight, includ- <br />ing the Franchise; <br />RESOLVED FURTHER, that Insight be directed to file with the <br />County of Lee within thirty (30) days after the sale, transfer <br />or assignment of the Franchise, a written statement in substan- <br />tially the following form signed in its name and behalf: <br />"To the Board of Commissioners of the County <br />of Lee: <br />You are hereby notified that as hereto- <br />fore duly authorized by resolution # <br />duly adopted on , 1988, <br />Masada Communications, Ltd. or the Successor <br />Partnership or their respective partners and <br />warrant holders, have assigned and trans- <br />ferred to Insight Communications Company, <br />