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• 2. Securing all necessary federal, state, and local government waivers, authorizations, <br /> or approvals relating to US WEST'S acquisition and operation of the system to the <br /> extent provided by law; and <br /> 3. Reimbursement of all reasonable fees incurred in the Authority's review of the <br /> proposed transactions; and <br /> 4.. The successful closing of the Transaction described in the Continental/US WEST <br /> Agreement. <br /> BE IT RESOLVED FURTHER, that nothing herein shall be construed or interpreted to <br /> constitute any approval or disapproval of or consent or non-consent to US WEST's Petition for <br /> Special Relief currently pending before the FCC, or any other federal, state, or local government <br /> waivers, authorizations or approvals, other than that transaction delineated above. <br /> BE IT RESOLVED FURTHER, that US WEST may, at any time and from time to time, <br /> assign or grant or otherwise convey one or more liens or security interests in its assets, including <br /> its rights, obligations and benefits in and to the Franchise (the "Collateral") to any lender <br /> providing financing to US WEST ("Secured Party"), from time to time. Secured Party shall have <br /> no duty to preserve the confidentiality of the information provided in the Franchise with respect <br /> • to any disclosure (a) to Secured Party's regulators, auditors or attorneys, (b)made pursuant to the <br /> order of any governmental authority, (c) consented to by the Authority or (d) any of such <br /> information which was, prior to the date of such disclosure, disclosed by the Authority to any <br /> third party and such party is not subject to any confidentiality or similar disclosure restriction with <br /> respect to such information subject, however, to each of the terms and conditions of the Franchise. <br /> ADOPTED by this day of , 1996. <br /> City of Mounds View <br /> Mayor <br /> Attest: <br /> Clerk-Treasurer <br /> The undersigned, being the duly appointed, qualified and acting Clerk of the City of <br /> Mounds View, Minnesota hereby certify that the foregoing Resolution No. is a true, correct <br /> and accurate copy of Resolution No, duly and lawfully passed and adopted by the City of <br /> Mounds View on the day of , 1996. <br /> • <br /> Clerk <br />