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The consent of the Grantor to the change of control of Grantee does not constitute and shall not be construed to constitute a waiver of any obligations of Grantee or any of its successors in interest under the Franchise Agreement or the Ordinance. The Grantor and TCIC on behalf of the Grantee agree that, (a) as of the date of this Agreement the Franchise was properly granted to the Grantee, is valid, remains in full force and effect, and expires on December 31, 2000, subject to options, if any, to extend the term; (b) except as provided in this Agreement, the Franchise supersedes all other agreements between the Grantee and the Grantor and represents the entire understanding of the parties. Section 3• Notwithstanding the change of control, Grantee remains legally responsible for any default under the franchise not currently known to Grantor, including, but not limited to, any franchise fees which may be due to the Grantor. Any interest in the System and the Franchise or the control related thereto, may be transferred to any entity wholly owned by TCIC or under common control with TCIC upon notice to the Grantor. The Grantor hereby consents to and approves the assignment, mortgage, pledge or other encumbrance, if any, of the Franchise, System or assets relating thereto, or of the interests in the permitted holder thereof, as collateral for a loan. TCIC will cause the Grantee to complete the Pleasanton portion of the voluntary system upgrade currently under construction in the City of Livermore, and shall offer expanded programming on the Pleasanton system no later than December 31, 1996. In order to ensure the performance of the Grantee in satisfaction of the completion of the Pleasanton portion of the voluntary system upgrade by January 1, 1997, subject to the Force Majeure conditions described in Section 12.1 of the Franchise Agreement, TCIC further agrees that (i) it will cause Grantee to pay to the Grantor liquidated damages as described in Section 4.3 of the Franchise Agreement, and (ii) within ten (10) business days after the date that control of Grantee is transferred fromViacom Inc. to TCIC, it will cause Grantee to furnish to Grantor a construction performance bond in favor of Grantor in the amount of $1,000,000. Upon completion of the voluntary system upgrade described in Section 6 and -2-