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provide one additional PEG access channel by not later than April 20, 2007. Th s access channel may be located on Transferee's digital service tier. No soon r than twenty four months after the incumbent cable operator implements a thi d PEG channel and following receipt of one hundred twenty (120) days advan e written notice, the Transferee shall provide a fourth PEG channel. This chann I may be located on Transferee's digital tier of service. Transferee shall not e required to carry the third and fourth PEG Channels on the Basic Service ti r until Transferee converts its entire System to a digital format. 6. Transferee shall evidence acceptance of these conditions by signing a copy f this "Change of Ownership Consent Agreement," and submitting the same to t e City Clerk within sixty (60) calendar days of the Closing Date. If Transferee fai s to submit a signed copy of this "Change of Ownership Consent Agreement" 0 the City Clerk within said sixty (60) day period, or otherwise refuses to accept t e conditions placed on the proposed transfer set forth herein, consent to t e transfer shall be automatically.w~rawn, effective the date of adoption of City f Redwood City Resolution No~~, and the request to transfer shall be deem d denied. Section 3 Other than with respect to the promise made in Section 2(3) above, if any sentenc , clause, phrase or portion of any condition imposed in Section 2 hereof if for any reas n held by a court of competent jurisdiction to be invalid or unenforceable, such decisi n shall not affect the validity of the remaining conditions placed on this transfer. The Ci y Council of the City of Redwood City hereby declares that it would have entered into th s "Change of Ownership Consent Agreement" and each and every condition set forth i Section 2 hereof separately, irrespective of the fact that one or more of these condition may be declared invalid or unenforceable. Section 4 Subject to the reservation of rights of Section 2(2) above, the City hereby release Franchisee, effective upon the consummation of the transaction contemplated in th Purchase Agreement (the "Closing Date") from all obligations and liabilities under th Franchise that accrue on or after the Closing Date. Franchisee shall remain responsibl for all obligations and liabilities under the Franchise that accrue up to the Closing Oat . Transferee shall be responsible for any obligations and liabilities under the Franchis that accrue on or after the Closing Date.