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Section 7 of this Change of Control Consent Agreement, Grantor agrees to cooperate with Grantee in providing information and documentation necessary for the cancellation of the $1,000,000 bond required by this Section 6. TCIC agrees that the cost of the $1,000,000 construction performance bond will not be passed through to subscribers as an external franchise cost as described in FCC Regulations Sections 76.922 and 76.925. Section 7.3(e) of the Franchise Agreement is hereby deleted and substituted in its entirety to read as follows: "Upon completion of the Pleasanton portion of the voluntary system upgrade currently under construction in the City of Livermore due to be completed no later than December 31, 1996, the Grantee will provide to Grantor a total of three (3) PEG access channels, to be used exclusively by the Grantor and the cities of Livermore, Dublin and San Ramon. The Grantor, in connection with the cities of Livermore, Dublin and San Ramon, shall designate one of the three PEG channels to be a shazed channel with leased access programming in accordance with federal law. Grantor agrees to allow Grantee to place leased access programming on the shared channel, using any time slots not used by the Grantor and the cities of Livermore, Dublin and San Ramon. Grantor and the cities of Livermore, Dublin and San Ramon will have full and complete control of channel scheduling and program content on PEG channels, in accordance with federal law. Grantor and the cities of Livermore, Dublin and San Ramon shall prescribe rules and procedures for Franchisee's use of unused PEG channel capacity in accordance with 47 USC 531 (d)." As a part of the transfer, TCIC, on behalf of the Grantee, agrees and acknowledges that: a) this approving agreement is not a new franchise agreement, the granting of a franchise, or the renewal of the existing franchise, but rather is exclusively an agreement to the change of control of the Grantee and neither affects nor prejudices in any way the Grantor's rights thereunder; and b) that compliance with the Franchise, as of the date of the closing of the Transactions, is neither commercially impracticable as the term is used in Section 625(f) of the Cable Communications Policy Act of 1984 and/or the Cable Television Consumer Protection and Competition Act of 1992 (collectively the "Cable Act") nor economically infeasible upon the closing of the change of control based on (1) any and all debt service incurred, or to be incurred, to directly or indirectly finance the -3-