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18. As a result of the Transaction, Grantee and Comcast-TCI have requested <br /> consent from the City to the Transaction; and, <br /> 19. On or about May 28, 2007 the City received FCC Form 394 - Application for <br /> Franchise Authority Consent to Assignment or Transfer of Control of Cable <br /> Television Franchise ("Application") which requires that the City take action on <br /> the proposed change of control within 120 days or on or before August 25, 2007, <br /> which deadline was subsequently extended by agreement of Comcast-TCI and <br /> Insight until November 16, 2007; and, <br /> 20. Under the Franchise and applicable law, the proposed change of control set forth <br /> in the Application requires consent from the City; and, <br /> 21. Specifically, Section 36 of the Franchise requires the City's advance written <br /> consent prior to any change of control of the Grantee; and, <br /> 22. The City and Comcast-TCI have reached agreement on mutually acceptable <br /> terms for renewal of the Franchise and have otherwise agreed to settle all <br /> disputed matters pending the close of the Transaction as set forth in the attached <br /> Settlement Agreement attached hereto and incorporated by reference as Exhibit <br /> B; and, <br /> 23. If the Transaction does not close for any reason the renewal proceedings will not <br /> be restarted, modified or altered in any way as a result of the Transaction as set <br /> forth in the Abeyance Agreement; and, <br /> 24. The Abeyance Agreement states that Grantee will not contest the present status <br /> of the renewal proceedings, including the Needs Assessment, Proposal, <br /> Preliminary Assessment, discovery conducted in advance of the Hearing, <br /> documents and exhibits produced for the Hearing, orders or directions issued by <br /> Judge Davis or experts identified by the parties for the Hearing; and, <br /> 25. The City has reviewed the Transaction and the legal, technical, and financial <br /> qualifications of Comcast-TCI proposed to be the new parent company of <br /> Illinois/Indiana Systems Group, LLC following the consummation of the proposed <br /> Transaction; and, <br /> 26. Based on information provided by Grantee and Comcast-TCI and on the reports <br /> and information received by City, City has elected to approve the proposed <br /> assignment of the Franchise to Illinois/Indiana Systems Group, LLC and the <br /> change of control of Illinois/Indiana Systems Group, LLC to Comcast-TCI subject <br /> to certain conditions as set forth herein. <br /> ioiilao�� 3 <br />