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            7.19.2 All information collected and generated as a result of the
environmental due diligence authorized by Section 7.19.1 will be subject to the
terms and conditions of Section 7.13 of this Agreement. Each Party shall provide
to the other Party copies of all draft and final reports, assessments and other
information composed or compiled by such Party's environmental consultants
within five Business Days after such Party's receipt of copies thereof

      7.20 Year 2000 Matters.

            7.20.1 Definitions. For purposes of this Agreement, the following
terms shall have the following meanings:

                  (a) "Computer and Other Systems" means any level of hardware
or software, equipment and cable plant, or environmental and security systems
and other facilities used in connection with RMG's Cable Business or IP-I's
Cable Business, as the case may be, which are date dependent or which process
date data, including any firmware, embedded systems, application programs, user
interfaces, files and databases, and which might be adversely affected by any
date-related issue or calculation prior to, during or after January 1, 2000,
including any problem related to leap year.

                  (b) "Year 2000 High-Level Inventory, Assessment and
Remediation Decisions" means the subject entity's documentation of its Year 2000
inventory, assessment and remediation decisions performed in accordance with its
Year 2000 Plan, consisting of (i) database reports identifying each category of
items inventoried at the subject entity's cable Systems and specifying as
appropriate the manufacturer or vendor and release, version or model number of
each item listed, (ii) risk or critically assessments, (iii) determination and
execution of evaluation approaches with respect to Year 2000 Readiness, (iv)
determination of Year 2000 Readiness based on evaluation approaches employed,
and (v) decisions regarding disposition alternatives (i.e., do nothing, repair,
replace or retire). All such reports have been reviewed at appropriate levels
within the subject entity's organization in accordance with the entity's Year
2000 Plan. RMG's and IP-I's Year 2000 High-Level Inventory, Assessment and
Remediation Decisions are attached hereto as Schedules 7.20.1(b)-A and
7.20.1(b)-B, respectively.

                  (c) "Year 2000 Plan" means the plans adopted in accordance
with a Party's Year 2000 Remediation Program to make Year 2000 Ready by a date
no later than August 31, 1999, all of such Party's Computer and Other Systems
having a significant impact on the Party's business. Such Year 2000 Plan will
include scope of methodologies and timelines (including objective milestones)
for inventory, assessment, remediation and/or replacement, and testing or
evaluation of Third Party Testing, as applicable, of its Computer and Other
Systems having a significant impact on the Party's business. RMG's and IP-I's
Year 2000 Plans are attached hereto as Schedules 7.20.1(c)-A and 7.20.1(c)-B,

                  (d) "Year 2000 Ready" or "Year 2000 Readiness" means that the
referenced component, system, software, equipment or other item is designed or
has been