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• of Transfer to said Commission and city and all written <br />representations from Transferors, Transferee, Meredith/New <br />Heritage Partnership, its subsidiaries, employees, agents, <br />partners, parent corporations and North Central, and <br />further subject to the terms and conditions of this <br />Resolution. <br />2. The city approves the pledge by Transferee, Meredith/New <br />Heritage Partnership, and North Central as security to <br />their lenders the stock and assets of North Central and <br />its subsidiaries subject to the terms and conditions of <br />this resolution. <br />3. This resolution constitutes all action and approvals of <br />the city necessary under the city's franchise for the <br />sale and transfer of control to transferee. <br />4. The city's approval of the above named transfer of <br />ownership of North Central is further conditioned upon <br />the following: <br />a. North Central shall have corrected all technical <br />discrepancies in the cable system of city as <br />delineated in the report of Communications Support <br />• Corporation (hereinafter "CSC") No. 92010.001, and <br />its addendum No. 92010.AO1, and as represented as <br />corrected pursuant to the letter from Mr. Kevin <br />Griffin to Ms. Coralie Wilson dated June 17, 1992, <br />unless otherwise qualified, below. <br />b. North Central and the Commission shall have agreed <br />to waive any and all alleged or existing claims for <br />overpayment of franchise fees attributable to sales <br />tax and/or underpayment of franchise fees as delin- <br />eated in the Commission's audit of the gross reve- <br />nues of North Central. North Central shall have <br />agreed and city hereby agrees to negotiate mutually <br />acceptable language to amend the franchise definition <br />of "Gross Revenues" to more adequately reflect the <br />current practices of North Central in the calculation <br />and payment of franchise fees. <br />c. The city hereby waives the franchise requirement <br />that the emergency override system also override audio <br />on the FM service provided to subscribers. <br />d. The city hereby waives any franchise requirement that <br />short wave signals be carried on the FM band. <br />e. The city hereby agrees to hold in abeyance the issue <br />• of the provision of status monitoring equipment by <br />North Central, and agrees not to enforce the franchise <br />