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(2) With Copy To: Charter Communications Attn: Vice President of Government Relations 12405 Powerscourt Floor 4S St. Louis, MO 63131 Notices to the City shall be mailed to: City Clerk City of University City 6801 Delmar University City, Missouri 63130 (c) Time of Essence: In determining whether the Franchisee has substantially complied with this Franchise Agreement, the parties agree that time is of the essence. (d) Captions: The captions and headings of this Agreement are for convenience and reference purposes only, and shall not affect in any way the meaning and interpretation of any provisions of this Agreement. (e) Integration: This Agreement sets forth the entire agreement between the parties respecting the subject matter hereof. No other agreements, covenants, representations or warranties, express or implied, oral or written, have been made by any party to another with respect to the subject matter of this Agreement. All prior and contemporaneous conversations, negotiations, possible and alleged agreements, representations, covenants and warranties with respect to the subject matter hereof are waived, merged herein and therein and superseded hereby and thereby. (f) Cable Ordinance Exceptions and Clarifications: (1) Franchise Transfer: (i) As noted in Section 2(h)(4)(c) of the Cable Ordinance, the term "Franchise Transfer" shall not include a pledge or mortgage of the Franchisee's assets, provided the pertinent documents obligate and limit the lending institution's foreclosure rights as noted therein. In the event that the pertinent documents fail to obligate and limit the lending institution as required by that section, such failure shall not constitute a violation of this Agreement or the Cable Ordinance unless the lending institution forecloses and/or 16