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and as of the Closing, or (c) for Tennessee LLC to assume and perform the
Systems Franchises, the Systems Licenses, the Systems Contracts and the Assumed
Obligations and Liabilities.

      1.41 Six-Month Date. The date that is six (6) months after the Closing

      1.42 Statements of Income. Statements of Income of the Systems attached
hereto as Schedule 5.10.

      1.43 Systems Contracts. All Contracts (other than Systems Franchises and
Systems Licenses) that are included among the Assets, including the lease
agreements for Tangible Personal Property, pole attachment agreements,
underground conduit agreements, crossing agreements, retransmission consent
agreements, multiple dwelling, bulk billing or commercial service agreements and
other Contracts described on Schedule 1.43 and the Contracts documenting Leased
Property and Other Real Property Interests described on Schedules 1.34 and 1.35.

      1.44 Systems Franchises. The franchises, permits and similar
authorizations included among the Assets (other than Systems Licenses) described
on Schedule 1.44, and all rights and benefits of RMG and its Affiliates
pertaining thereto, including the rights and benefits arising under Section 626
of the Communications Act (47 U.S.C. 546) to the extent applicable to a Systems

      1.45 Systems Licenses. The intangible cable television channel
distribution rights, cable television relay service (CARS), business radio and
other licenses, earth station registrations, authorizations, consents or permits
issued by the FCC or any other Governmental Authority included among the Assets
and described on Schedule 1.45 (other than the Systems Franchises and Systems
Contracts) and all rights and benefits of RMG and its Affiliates pertaining

      1.46 Tangible Personal Property. All tangible personal property included
among the Assets, including towers (other than towers on Owned Property which
are fixtures thereon and a part thereof), tower equipment, aboveground and
underground cable, distribution systems, headend amplifiers, line amplifiers,
microwave equipment, converters, testing equipment, motor vehicles, office
equipment, computers and billing equipment, furniture, fixtures, supplies,
inventory and other physical assets, the principal items of which are identified
and described on Schedule 1.46.

      1.47 Taxes. Levies and assessments of any kind or nature imposed by any
Governmental Authority, including all income, sales, use, ad valorem, value
added, franchise, severance, net or gross proceeds, withholding, payroll,
employment, excise or property taxes and levies or assessments related to
unclaimed property, together with any interest thereon and any penalties,
additions to tax or additional amounts applicable thereto. For purposes of
determining any Tax cost or Tax benefit to any Person, such amount will be the
actual cost or benefit recognized by such Person at the time of actual payment
of the additional Tax or actual receipt of the Tax benefit. In the event that
any Loss, payment or other amount is required to be