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      7.6 No Amendment to Organizational Documents.

      From the date hereof until the Closing, the Company shall not, and shall
not permit any other member of the Company Group to amend, in any material
respect, the agreement of limited partnership, certificate of limited
partnership, certificate of incorporation, bylaws or other organizational
documents of such entity.

      7.7 Franchise Renewals; Required Consents; HSR Filings.

            (a) Until the Closing, the Company shall, and shall cause each other
      member of the Company Group to, timely file valid requests for renewal of
      the Franchises in accordance with Section 626 of the Communications Act
      (47 USC ss. 546) and shall use its diligent, good faith, commercially
      reasonable efforts to renew on substantially the same terms any Franchise
      that will expire within thirty-six (36) months after the date hereof in
      accordance with its terms.

            (b) The Company will use, and will cause each member of the Company
      Group to use, its diligent, good faith, 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 in connection with the transactions contemplated
      by this Agreement, and deliver to Buyer copies of such Required Consents
      and such other consents, authorizations or approvals promptly after they
      are obtained; and (ii) give any required written notice in connection with
      the transactions; provided, that the Company will afford Buyer the
      opportunity to review, approve and revise the form of letter or
      application proposed to request the Required Consent or the form of
      written notice prior to delivery to the Third Party or the Affiliate of a
      party whose consent is sought or to whom notification is required. The
      Company and Buyer will, and the Company will cause each member of the
      Company Group to, cooperate with and assist each other in obtaining all
      Required Consents and no party shall intentionally take any action or
      steps or refrain from taking any action or steps where the result would
      prejudice or jeopardize the obtaining of any Required Consent. Without
      limiting the generality of the foregoing, the Company and Buyer agree to
      attend City Council or similar meetings and hearings before local and
      county administrative bodies. If, in connection with the process of
      obtaining any Required Consent, a Governmental Authority makes a bona fide
      claim that any amount is owed by the franchise holder as a result of a
      default under, or breach of, the corresponding Franchise by a member of
      the Company Group or any predecessor in interest, the Company Group shall
      satisfy all outstanding monetary obligations in respect of any such bona
      fide default or breach except to the extent any member of the Company
      Group is contesting such claim in good faith. No member of the Company
      Group will accept or agree or accede to any material modifications or
      amendments to, or the imposition of any material condition to the transfer
      of, any of the Franchises, FCC Licenses or Necessary Contracts that are
      not acceptable to Buyer. Notwithstanding the foregoing, as soon as
      practicable after the date of this Agreement (and in no event more than
      twenty (20) business days hereafter), the Buyer will deliver to the
      Company, and the Company will cause each member of the