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                  (iii) Without limiting the applicability of GAAP with respect
                  to other items, current liabilities shall include (a) the
                  amount of customer deposits (and any interest thereon that a
                  member of the Company Group is required to refund or credit
                  its customers) and customer prepayments; (b) Accrued Vacation
                  Pay for those employees who are employees on the Closing Date;
                  (c) deferred revenue; (d) accruals for franchise fees, pole
                  rental fees, other rental or similar charges or payments
                  payable in respect of any Company Group Contracts not being
                  terminated pursuant hereto, payrolls, payroll taxes, insurance
                  premiums to the extent that such insurance is not being
                  terminated pursuant hereto, sales and use taxes payable in
                  respect of CATV service and equipment furnished in connection
                  with the operation of the Systems, power and utility charges,
                  real and personal property taxes and rentals, applicable
                  copyright or other fees, sales and service charges, taxes and
                  similar items, in each case relating to periods on or prior to
                  the Closing Date; and (e) other current liabilities; provided,
                  however, that current liabilities shall not include (i) the
                  current portion of any long-term debt, (ii) deferred taxes,
                  and (iii) the obligations to pay access fees in connection
                  with the Hidden Bay complex, and any other obligations to pay
                  access fees in connection with right of entry agreements or
                  bulk agreements that the Company becomes obligated to pay
                  after the date hereof, but only to the extent that Buyer has
                  been informed of such obligations and has granted its consent
                  in writing to the payment of such access fees.

                  (iv) Cash flow of the Company Group on the Closing Date shall
                  be allocated one-half prior to the Effective Time and one-half
                  after the Effective Time.

            (c) The Company shall deliver to Buyer, not less than five (5)
      business days prior to the Closing Date, a certificate (the "Closing
      Adjustment Certificate") signed by an executive officer of the General
      Partner, which shall set forth the Company's reasonable good faith
      estimates of the respective amounts of the adjustments set forth in
      Sections 2.4(a), and (b), above, as of the Effective Time. The Closing
      Adjustment Certificate shall be in form and substance reasonably
      acceptable to Buyer, and the Company shall therewith deliver to Buyer a
      copy of such supporting evidence as shall be appropriate hereunder and as
      Buyer may reasonably request. At the Closing, there will be a settlement
      between Buyer and Disbursement Agent with respect to the adjustments set
      forth in Sections 2.4(a) and (b) above, with all such adjustments made or
      estimated by Disbursement Agent and Buyer and the amounts determined by
      Buyer and Disbursement Agent pursuant to the provisions of this Section
      2.4 shall be paid to Buyer or Sellers, as appropriate by an increase or
      decrease in the InterLink Equity Value, as appropriate on the Closing
      Date, with a final settlement within ninety (90) days after the Closing
      Date (as provided in Section 2.4(d) below).