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      7.4 Leased Vehicles; Other Capital Leases. Except for leases included in
the IP-I Tangible Personal Property and described in Schedule 4.4(b), IP-I will
pay the remaining balances on any leases for vehicles or capital leases included
in its Tangible Personal Property and will deliver title to such vehicles and
other Tangible Personal Property, free and clear of all Liens, to RMG at the

      7.5 Required Consents; Franchise Renewal.

            7.5.1 Each Party will use its commercially reasonable efforts to (i)
obtain in writing as promptly as possible and at its expense, all of the
Required Consents and any other consent, authorization or approval required to
be obtained by such Party in connection with the transactions contemplated by
this Agreement, and deliver to the other Party copies of such Required Consents
and such other consents, authorizations or approvals promptly after they are
obtained by such Party and (ii) give any required written notice in connection
with the transactions; provided, that each Party will afford the other Party the
opportunity to review, approve and revise the form of letter or application
proposed to request the Required Consent or form of written notice prior to
delivery to the Third Party or the Affiliate of a Party whose consent is sought
or to whom such notification is required. All documents delivered or filed with
any Governmental Authority or any Person by or on behalf of such Party pursuant
to this Section 7.5.1, when so delivered or filed, will be correct, current and
complete in all material respects. Each Party will cooperate with the other
Party to obtain all Required Consents and no Party shall intentionally take any
action or steps that would prejudice or jeopardize the obtaining of any Required
Consent. No Party will accept or agree or accede to any modifications or
amendments to, or the imposition of any condition to the transfer of, any of the
System Franchises, System Licenses or System Contracts of its Cable Business
that are not acceptable to the other Party. Notwithstanding the foregoing, as
soon as practicable after the date of this Agreement (and in no event more than
15 Business Days hereafter), each Party will cooperate with each other to
complete, execute and deliver, or cause to be completed, executed and delivered,
to the appropriate Governmental Authority, a FCC Form 394 with respect to each
System Franchise other than any such Governmental Authority that the Parties
have agreed will not initially receive FCC Form 394; provided, that if either
Party subsequently requests that FCC Form 394 be completed, executed and
delivered to any appropriate Governmental Authority that did not initially
receive a FCC Form 394 for any System Franchise, then the Parties will cooperate
to complete, execute and deliver a FCC Form 394 to such Governmental Authority
as soon as practicable but in any event within 15 Business Days after a Party
has made such request. Without the prior consent of the other Party, neither
Party shall agree with any Governmental Authority to extend or to toll the time
limits applicable to such Governmental Authority's consideration of any FCC Form
394 filed with such Governmental Authority.

            7.5.2 Each Party will use commercially reasonable efforts to obtain
and cooperate with the other Party to obtain a renewal or extension of any
System Franchise (for a period expiring no earlier than three years after the
Closing Date) for which a valid notice of renewal pursuant to the formal renewal
procedures established by Section 626 of the Cable Act