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10.4. Removal After Abandonment,Termination or Forfeiture. <br /> 10.4.1 In the event of tenuination or forfeiture of the Franchise or abandonment of the <br /> System, the City shall have the right to require the Grantee to remove all or any <br /> portion of the System used exclusively for the provision of Cable Service <br /> from all Rights-of-Way and public property within the City. <br /> 10.4.2 If the Grantee has failed to commence removal of the System, or such part <br /> thereof as was designated by the City, within thirty (30) days after written <br /> notice of the City's demand for removal is given, or if the Grantee has failed to <br /> complete such removal within twelve (12) months after written notice of the <br /> City's demand for removal is given, the City shall have the right to apply funds <br /> secured by the Letter of Credit and Performance Bond toward removal and/or <br /> declare all right, title, and interest to the System to be in the City with all <br /> rights of ownership including, but not limited to, the right to operate the <br /> System or transfer the System to another for operation by it. <br /> 10.5. Sale or Transfer of Franchise. <br /> 10.5.1 No sale or transfer of the Franchise, or sale, transfer, or fundamental <br /> corporate change of or in Grantee, including, but not limited to, a fundamental <br /> corporate change in Grantee's parent corporation or any entity having a <br /> controlling interest in Grantee, the sale of a controlling interest in the <br /> Grantee's assets, a merger including the merger of a subsidiary and parent <br /> entity, consolidation, or the creation of a subsidiary or affiliate entity, shall <br /> take place until a written request has been filed with the City requesting <br /> approval of the sale, transfer, or corporate change and such approval has been <br /> granted or deemed granted, provided, however, that said approval shall not <br /> be required where Grantee grants a security interest in its Franchise and/or <br /> assets to secure an indebtedness. Upon notice to the City, Grantee may undertake <br /> legal changes necessary to consolidate the corporate or partnership structures of <br /> its System provided there is no change in the controlling interests which could <br /> materially alter the financial responsibilities for the Grantee and provided Grantee <br /> must seek approval of any transaction constituting a "fundamental corporate <br /> change"under state law. <br /> 10.5.2 Any sale, transfer, exchange or assignment of stock in Grantee, or <br /> Grantee's parent corporation or any other entity having a controlling interest <br /> in Grantee, so as to create a new controlling interest therein, shall be <br /> subject to the requirements of this Section 10.5. The term "controlling <br /> interest" as used herein is not limited to majority stock ownership, but includes <br /> actual working control in whatever manner exercised. In any event, as used <br /> herein, a new "controlling interest" shall be deemed to be created upon the acquisition <br /> through any transaction or related group of transactions of a legal or beneficial <br /> interest of fifteen percent (15%) or more by one Person. Acquisition by one <br /> 41 <br /> 489232v1 RJV QU210-6 <br />