SECTION 6. - Transfer and Assignment.

(a) Pursuant to the written permission of the City, which shall not unreasonably be withheld, conditioned or delayed, Level 3 shall have the right to assign this Franchise Agreement and the rights and privileges hereby granted to any person, firm, or corporation, and any such assignee, who by accepting such assignment shall be bound by the terms and provisions of this Franchise Agreement. If Level 3 should seek approval to assign this Franchise Agreement, Level 3 shall notify the City in writing. All such assignments shall be in writing and authenticated copies thereof shall be filed with the City Clerk. This Franchise Agreement shall be assignable only in accordance with the laws of the State of Kansas.

(b)

This prohibition shall not apply, and the City's prior consent shall be not required, in the case of sale, assignment, transfer, or lease by Level 3 to an affiliated entity or to a successor in interest to the merger, consolidation, sale or acquisition of Level 3; nor shall it apply to assignments made or security interests granted in order to secure financing. The City shall have the discretion to review the qualifications of any entity acquiring this Franchise Agreement.