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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 /> (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 /> (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 /> (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 /> (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 /> 26 <br /> 232860v1 <br />