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SEC Filings

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any agreement with or commitment to any competitive access provider and/or local
exchange company or any internet access or on-line services provider with
respect to the use or lease of any of the Assets; (f) sell, transfer or assign
any portion of the Assets other than sales in the ordinary course of business or
permit the creation of a Lien (other than Permitted Liens) on any of the Assets;
(g) decrease the rate charged for any level of Basic Services, Expanded Basic
Services or any Pay TV or, except as expressly permitted by Schedule 7.2.1, add,
delete, retier or repackage any analog programming services, in each case except
to the extent required under the 1992 Cable Act or any other Legal Requirement;
provided, however, that if rates are decreased in order to so comply, RMG will
provide Charter with copies of any FCC forms (even if not filed with any
Governmental Authority) used to determine that the new rates were required; (h)
convert any of the Systems to any billing system or otherwise change billing
arrangements for any of the Systems; (i) enter into any Contract of any kind
relating to the Cable Business to be assumed by Charter hereunder that
individually or in the aggregate call for payments pursuant to such Contract's
terms or otherwise involving expenditures in excess of one hundred thousand
dollars ($100,000), except for the renewal of Contracts that would, but for such
renewal, terminate in accordance with their terms prior to Closing; (j) except
pursuant to or required by plans, agreements or arrangements already in effect
on the date hereof, make any material increase in compensation or benefits
payable or to become payable to employees or make any material change in
personnel policies; (k) take any action with respect to the grant or increase of
severance or termination pay payable after the Closing Date; (l) engage in any
material transaction with respect to the Cable Business; or (m) agree to do any
of the foregoing;

            7.2.4 will promptly deliver to Charter (i) true and complete copies
of all monthly statements of income and such other information with respect to
the Systems or the operation of the Cable Business in a format consistent with
the form of report attached hereto as Schedule 7.2.4 for the period from January
1, 1999, through the Closing, and if the Closing occurs as of the end of a
month, as soon as practicable after Closing and (ii) such financial information
reasonably requested by Charter;

            7.2.5 will give or cause to be given to Charter, as soon as
reasonably possible but in any event within five (5) Business Days after the
date of submission to the appropriate Governmental Authority, copies of all FCC
Forms 1200, 1205, 1210, 1215, 1220, 1225, 1235 and 1240 or any other FCC forms
required to be filed with any Governmental Authority under the 1992 Cable Act
with respect to rates and prepared with respect to any of the Systems;

            7.2.6 will duly and timely file a valid notice of renewal under
Section 626 of the Cable Act with the appropriate Governmental Authority with
respect to any System Franchise that will expire within thirty-six (36) months
after any date between the date of the Agreement and the Closing Date;

            7.2.7 will promptly notify Charter of any fact, circumstance, event
or action by it or otherwise (a) which, if known at the date of this Agreement,
would have been required to be disclosed by it in or pursuant to this Agreement
or (b) the existence, occurrence or taking of