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SEC Filings

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Systems Licenses and other applicable requirements of all Governmental
Authorities (including the FCC and the U.S. Copyright Office) relating to the
Systems Franchises and Systems Licenses, including all requirements for
notification, filing, reporting, posting and maintenance of logs and records.

            5.5.3 RMG has delivered to Charter true and complete copies of all
Systems Contracts (including each Contract relating to Leased Property and Other
Real Property Interests), including any amendments thereto (or, in the case of
oral Contracts, true and complete written summaries thereof) and each document
evidencing RMG's ownership of the Owned Property. Except as described in
Schedule 5.5.3, RMG has fulfilled when due, or has taken all action necessary to
enable it to fulfill when due, all of its obligations under each of its
Contracts and, to the Knowledge of RMG, there has not occurred any default
(without regard to requirements of notice, lapse of time, elections of other
Persons, or any combination thereof) by any other Person of any material
obligations under any of its Contracts or Other Real Property Interests.

      5.6 Real Property. All the Assets consisting of Owned Property, Leased
Property and material Other Real Property Interests are described on Schedules
1.28, 1.35 and 1.36. Except for ordinary wear and tear and routine repairs and
as set forth on Schedule 5.6, all of the improvements, leasehold improvements
and the premises of the Owned Property and the premises demised under the leases
and other documents evidencing the Leased Property are in good condition and
repair and are suitable for the purposes used. Each parcel of Owned Property and
each parcel of Leased Property and any improvements thereon (a) has access to
and over public streets or private streets for which RMG has a valid right of
ingress and egress, (b) except as set forth on Schedule 1.28 or 1.35, conforms
in its current use and occupancy to all material zoning requirements without
reliance upon a variance issued by a Governmental Authority or a classification
of the parcel in question as a nonconforming use, (c) conforms in all material
respects in its current use to all restrictive covenants, if any, or other Liens
affecting all or part of such parcel (of record, with respect to Owned Property,
or of record or as set forth in an agreement listed on Schedule 1.28 or 1.35,
with respect to Leased Property or Other Real Property Interests), and (d) is
available for immediate use in the conduct of the business or operations of the
Systems. There are no pending condemnation, expropriation, eminent domain or
similar proceedings of which RMG has received notice or RMG has Knowledge
affecting, in any material respect, all or any portion of the Owned Property,
Leased Property, or Other Real Property Interests. RMG has good and marketable
title to, and at the Closing, Tennessee LLC will have good and marketable title
to, each such parcel of real property included in the Owned Property and in all
buildings, structures and improvements thereon, in each case free and clear of
all Liens except for Permitted Liens.