Subject to Section 617 of the Communications Act, 47 U.S.C. § 537, and applicable federal regulations, no transfer of the franchise shall occur without the prior consent of LFA, provided that such consent shall not be unreasonably withheld, delayed, or conditioned. Franchisee shall make written application to LFA of any transfer and shall provide information required by FCC Form 394 and any other applicable law regarding transfer or assignment. LFA shall have 120 days from the receipt of all required information to take action on the transfer application. No such consent shall be required, however, for a transfer in trust, by mortgage, by other hypothecation, by assignment of any rights, title, or interest of franchisee in the franchise or cable system in order to secure indebtedness, or for transactions otherwise excluded under the definition of "transfer of the franchise" in §
A301-41, above. Any consent by LFA for any transfer shall not be effective until the proposed transferee or assignee shall have executed a legally binding document stating that it shall be bound by all the terms and conditions contained in this agreement.