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and Necessary Contracts are in full force and effect, and there are no pending
(or to Company's knowledge, threatened) modifications, amendments (other than
extensions of the term) or revocations by the issuers of the Franchises, the FCC
Licenses or any other third parties with respect to the Necessary Contracts. The
Company does not have any knowledge of any material breach of any Franchise or
Necessary Contract by any other parties thereto. Except as disclosed in Schedule
5.9(C) or as specifically contained in the Franchises, the Necessary Contracts,
or other Material Agreements, no promises or commitments which are to be
fulfilled after the Closing Date have been made with respect to capital
improvements relating to the Systems. Except as described on Schedule 5.9(C),
the Company Group holds all of the Franchises and material FCC Licenses
necessary to operate the Business in the manner in which it is currently being
operated. The Company Group has received no notice, either formal or informal,
that any Franchise or FCC License would not be renewed in the ordinary course
and is aware of no basis for the denial, revocation or modification of any
Franchise or FCC License. Pursuant to subsections (a) through (g) of Section 626
of the Cable Communications Policy Act of 1984, as amended, the Company Group
has timely submitted proposals for renewal of all Franchises having a remaining
term of thirty-six (36) months or less as of the date hereof, and has provided
Buyer with copies of all proposals for renewal, preliminary assessments and
franchisor determinations described in subsection (c) of said Section 626.

      5.10 Material Agreements and Obligations.

            (a) Schedule 5.10(A) hereto lists the Material Agreements. Except
      for those contracts listed on the Schedules hereto, the DeMinimis
      Agreements, and the Credit Facility, no member of the Company Group is a
      party to any written or oral contract with respect to the Systems that is
      not cancelable without penalty upon thirty (30) days' notice or less,
      including any:

                  (i) bonus, incentive, pension, profit sharing, retirement,
                  hospitalization, insurance, or other plan providing for
                  deferred or other compensation to employees, or any other
                  employee benefit or "fringe benefit" plan, including, without
                  limitation, vacation, sick leave, medical or other insurance
                  plans or any union collective bargaining or any other contract
                  with any labor union;

                  (ii) employment contract for any Person on a full-time,
                  part-time, consulting or other basis; 

                  (iii) agreement or indenture relating to the borrowing of
                  money or to mortgaging, pledging or otherwise placing a lien
                  on any asset or group of assets of any member of the Company

                  (iv) guarantee of any obligation;

                  (v) lease or agreement under which it is lessee or lessor, or
                  holds or operates any property, real or personal, owned by any
                  other party, except