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the operations or activities of the business (or any material assets employed
therein) of such Party or any of its Affiliates having significant assets, net
worth or revenue.

      7.8 Sales and Transfer Taxes. All sales, use or excise Taxes arising from
or payable by reason of the transfer of any of the IPSE Assets or any of the
Charter Assets ("Transfer Taxes") will be shared equally by IPSE and Charter.
All transfer and similar taxes or assessments, including transfer fees and
similar assessments for or under System Franchises, System Licenses and System
Contracts, arising from or payable by reason of the conveyance of the IPSE
Assets or the Charter Assets also will be shared equally by IPSE and Charter.
Tax Returns required to be filed in respect of Transfer Taxes ("Transfer Tax
Returns") shall be prepared and filed by the party that has the primary
responsibility under applicable law for filing such Transfer Tax Returns. If no
party has primary responsibility for filing a Transfer Tax Return, then Charter
shall be responsible for preparing and filing any such Transfer Tax Return.

      7.9 Programming. Each Party will execute and deliver such documents and
take such action as may be reasonably requested by another Party to enable such
other Party to comply with the requirements of its programming agreements with
respect to divestitures and acquisitions of cable television systems; provided,
however, that neither Party will be required to provide specific programming or
channels or to assume any liability with respect to or in connection with the
programming agreements of the other Party or any Affiliate of the other Party,
except to the extent included on Schedule 4.4(b) (with respect to Charter) or
Schedule 4.2(b) (with respect to IPSE).

      7.10 Updated Schedules.

            (a) Schedule and exhibit references contained in this Agreement are
for convenience only and any matter disclosed pursuant to one section,
subsection or other provision of this Agreement, are deemed disclosed for all
purposes of this Agreement, as long as the disclosure with respect to such
matter provides a truthful, accurate and adequate description of all relevant
aspects of such matter.

            (b) Not less than ten Business Days prior to Closing, each of IPSE
and Charter will deliver to the other revised copies of each of its Schedules,
except for Schedules 5.15 and 6.15 as they relate to matters addressed in
Sections 5.15.1 and 5.15.2, and Sections 6.15.1 and 6.15.2, respectively
(regardless of whether the original Schedule is as of a certain date) which
shall have been updated and marked to show any changes occurring between the
date of this Agreement and the date of delivery; provided, however, that such
updates are for informational purposes only, and for purposes of determining
whether such Party's representations, warranties and covenants in this Agreement
are true and correct at Closing, all references to the Schedules will mean the
version of the Schedules attached to this Agreement on the date of signing.
Notwithstanding the foregoing, if the effect of any such updates to 

                                           IPSE/Charter Asset Exchange Agreement