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<br />receiving such request, Grantor's consent to such transfer shall be <br />deemed given. The consent of the Grantor to such transfer shall <br />not be unreasonably denied or delayed. <br /> <br />(e) Any financial institution having a pledge of the Grantee or its <br />assets for the advancement of money for the construction and/or <br />operation of the Franchise shall have the right to notify the Grantor <br />that it or its designee satisfactory to the Grantor shall take control of <br />and operate the Cable System, in the event of a Grantee default of <br />its financial obligations. Further, said financial institution shall also <br />agree in writing to continue Cable Service and comply with all <br />Franchise requirements during the term the financial institution <br />exercises control over the System. <br /> <br />(f) Upon transfer, Grantee shall reimburse Grantor for Grantor's <br />reasonable processing and review expenses in connection with the <br />transfer of the Franchise including without limitation, costs of <br />administrative review, financial, legal and technical evaluation of <br />the proposed transferee, consultants (including technical and legal <br />experts and all costs incurred by such experts), notice and <br />publication costs and document preparation expenses. Any such <br />reimbursement shall not be charged against any Franchise Fee due <br />to Grantor during the term of the Franchise." <br /> <br />In 2004, RCN's parent (RCN Corp.) filed for bankruptcy. As a <br />consequence of the bankruptcy, RCN requested and received amendments to its <br />existing agreements. Amendments were primarily provided with regard to the <br />schedule for completing construction within each community, with the franchise <br />term reduced for each month that the original deadline was not met. Changes <br />were also made with regard to potential liquidated damages for franchise <br />breaches, and a Multi-Jurisdictional Fiber (MJF) Network involving strands of <br />fiber optic cables connecting facilities in Belmont, Millbrae, Redwood City and <br />San Carlos. <br /> <br />Since the amendments in 2004, it is TMC's understanding that RCN has <br />not performed any siQnificant new system construction. <br /> <br />4 <br /> <br />6:3D <br />Page 43 <br />