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2. Cause the System, or such part thereof as the City shall • designate, to be removed at no cost to the City. The cost of said removal shall be recoverable from the security fund, indemnity and penalty section provided for in the Franchise, or from Grantee directly. 12.02 Sale or Transfer of Franchise. A. This Franchise shall not be sold, assigned or transferred, either in whole or in part, or leased or sublet in any manner, nor shall title thereto, either legal or equitable, or any right, interest or properly therein, pass to or vest in any Person without full compliance with the procedure set forth in this section. B. The provisions of this section shall only apply to the sale or transfer of all or a majority of Grantee's assets, merger (including any parent and its subsidiary corporation), consolidation, or sale or transfer of stock in Grantee so as to create a new controlling interest. The term "controlling interest" as used herein is not limited to majority stock ownership, but includes actual working control in whatever manner exercised. The parties to the sale or transfer shall make a written request to the City for its approval of a sale or transfer. The City shall then make a determination pursuant to this Franchise as to the exercise of its first right of refusal to • purchase the System. C. In reviewing a request for sale or transfer pursuant to paragraph (A) above, the City may inquire into the legal, technical and financial and any other legally permissible qualifications of the prospective controlling party, and Grantee shall assist the City in so inquiring. The City shall not unreasonably delay or withhold its approval. In no event shall a transfer or assignment. of ownership or control be approved without the transferee becoming a signator to this Franchise. For purposes of this Section 12.02, no assignment, transfer, or sale shall occur when the Franchise is transferred or sold to a company owned, managed, or controlled by fifty- one percent (51 %) of the stock of Adelphia Communications Corporation, or any of its subsidiaries, or the assets or stock of the company are transferred to a financial institution as security for refinancing purposes. D. The City hereby reserves all rights under Applicable Laws to seek reimbursement of reasonable costs and expenses incurred (including, but not limited to, attorneys and other consultants) in connection with any sale or transfer of the System and/or Franchise. Such reimbursements, if found to be consistent with Applicable Law, shall not be deemed to be "Franchise Fees" within the meaning of the Cable Act (47 U.S.C. § 542). Grantee also hereby reserves its rights under Applicable Laws with respect to this issue. 39