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<br /> <br />232860v1 <br /> <br />26 <br />Franchise and/or Cable System or any of the rights or privileges granted by the <br />Franchise, without the prior written consent of the Council, which consent shall <br />not be unreasonably denied or delayed. <br /> <br />(b) Without limiting the nature of the events requiring the Council's approval under <br />this section, the following events shall be deemed to be a sale, assignment or <br />other transfer of the Franchise and/or Cable System requiring compliance with <br />this section: (i) the sale, assignment or other transfer of all or a majority of <br />Grantee's assets or the assets comprising the Cable System to any Person; (ii) the <br />merger of the Grantee or any of its parents with or into another Person (including <br />the merger of Grantee or any parent with or into any parent or subsidiary <br />corporation or other Person); (iii) the consolidation of the Grantee or any of its <br />parents with any other Person; (iv) the creation of a subsidiary corporation or <br />other entity; (v) the sale, assignment or other transfer of capital stock or <br />partnership, membership or other equity interests in Grantee or any of its parents <br />by one or more of its existing shareholders, partners, members or other equity <br />owners so as to create a new Controlling Interest in Grantee; (vi) the issuance of <br />additional capital stock or partnership, membership or other equity interest by <br />Grantee or any of its parents so as to create a new Controlling Interest in Grantee; <br />and (vii) the entry by the Grantee into an agreement with respect to the <br />management or operation of the Grantee, any of Grantee's parents and/or the <br />System or the subsequent amendment thereof. The term "Controlling Interest" as <br />used herein is not limited to majority equity ownership of the Grantee, but also <br />includes actual working control over the Grantee in whatever manner exercised. <br /> <br />(c) Grantee shall notify City in writing of any foreclosure or any other judicial sale of <br />all or a substantial part of the property and assets comprising the Cable System of <br />the Grantee or upon the termination of any lease or interest covering all or a <br />substantial part of said property and assets. <br /> <br />(d) For the purpose of determining whether it shall consent to such change, transfer <br />or acquisition of control, City may inquire into the qualifications of the <br />prospective transferee or controlling party. Grantee agrees to provide FCC Form <br />394 as part of any request for transfer or change of control under this Franchise. <br />If, after considering the legal, financial, character and technical qualities of the <br />transferee and determining that they are satisfactory, the City finds that such <br />transfer is acceptable, the Council shall permit such transfer and assignment of <br />the rights and obligations of this Franchise as may be in the public interest. The <br />consent of the Council to such transfer shall not be unreasonably denied. <br /> <br />(e) Any financial institution having a security interest in any and all of the property <br />and assets of Grantee as security for any loan made to Grantee or any of its <br />affiliates for the construction and/or operation of the Cable System must notify <br />the City that it or its designee satisfactory to the City shall take control of and <br />operate the Cable System, in the event of a default in the payment or performance <br />of the debts, liabilities or obligations of Grantee or its affiliates to such financial <br />institution. Further, said financial institution shall also submit a plan for such <br />91