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SEC Filings

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of video programming, other than Persons distributing such services only to
multiple dwelling unit or other commercial customers (including hotels, motels,
resorts, hospitals, dormitories, prisons, restaurants, bars and similar

      1.44 Other Real Property Interests. The IP-I Other Real Property Interests
or the RMG Other Real Property Interests, as the context requires.

      1.45 Owned Property. IP-I Owned Property or RMG Owned Property, as the
context requires.

      1.46 Party. IP-I or RMG, as the context requires.

      1.47 Pay TV. Premium programming services selected by and sold to
subscribers on a per channel or per program basis.

      1.48 Permitted Liens. (a) Liens for Taxes, assessments and governmental
charges, in each case not yet due and payable, (b) zoning laws or ordinances or
any similar Legal Requirements, (c) rights reserved to any Governmental
Authority to regulate the affected property, (d) Liens described on Schedule
5.4.1 (with respect to IP-I) and Schedule 6.4.1 (with respect to RMG), (e) as to
Leased Property or Tangible Personal Property that is leased, the interests of
the lessors thereof, and (f) as to Owned Property, Leased Property and Other
Real Property Interests, any easements, rights-of-way, servitudes, conditions,
covenants, restrictions and minor imperfections or irregularities in title, in
each case, which are reflected in the public records and which do not
individually or in the aggregate interfere with the right or ability of the
applicable Party to own, use, enjoy or operate the Owned Property, Leased
Property or Other Real Property Interests in the manner currently used or to
convey good, marketable and indefeasible fee simple title to the same; provided
that "Permitted Liens" will not include any Lien which could prevent or inhibit
in any way (other than as permitted under clause (f)) the conduct of the
business of the affected System, and provided further that classification of any
Lien as a "Permitted Lien" will not affect any liability which a Party may have
for any such Lien, including pursuant to any indemnity obligation under this

      1.49 Person. Any natural person, Governmental Authority, corporation,
general or limited partnership, limited liability company, joint venture, trust,
association or unincorporated entity of any kind.

      1.50 Required Consents. The IP-I Required Consents or the RMG Required
Consents, as the context requires.

      1.51 RMG Assets. All of the assets, privileges, contracts, licenses,
permits, franchises, authorizations, rights, interests, claims and other
properties, real and personal, tangible and intangible, of every type and
description (a) which are owned, leased, held for, used or useful in, or
otherwise related to, RMG's Cable Business, (b) in which RMG or any Affiliate of
RMG has