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SEC Filings

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<PAGE>   79


      9.1 The Closing; Time and Place. Subject to the terms and conditions of
this Agreement, the Closing shall be held in San Francisco, California, or as
otherwise agreed, at a place mutually agreed upon by the Parties at 10:00 a.m.,
local time, on the last calendar day of the calendar month in which the
conditions set forth in Article 8 (other than Sections 8.1.3 and 8.2.3) shall
have been satisfied or waived (provided that each Party shall have at least 10
days' prior notice of the scheduled Closing Date in order to prepare for the
Closing) or at such other place, date and time as may be mutually agreed upon by
the Parties (the "Closing Date"). The transactions to be consummated at Closing
shall be deemed to have been consummated as of the Closing Time. If the Closing
Date is not a Business Day, then the Closing Date shall be the immediately
preceding Business Day.

      9.2 IPSE's Delivery Obligations. At the Closing, IPSE will deliver or
cause to be delivered to Charter the following:

            9.2.1 Cash Consideration. If applicable, the Cash Consideration will
be paid (without duplication) by IPSE to the Charter Parties in accordance with
the Common Agreement.

            9.2.2 Bill of Sale and Assignment and Assumption Agreement. The Bill
of Sale and Assignment and Assumption Agreement in the form of Exhibit 9.2.2.

            9.2.3 Deeds. Special warranty deeds in recordable form conveying to
the applicable Charter Parties each parcel of IPSE Owned Property, and
assignments of leases and easements in recordable form, with respect to IPSE
Leased Property and IPSE Other Real Property Interests as to which prior
assignments into IPSE were recorded in the applicable real estate records.

            9.2.4 Lien Releases. Evidence reasonably satisfactory to Charter
that all Liens (other than Permitted Liens) affecting or encumbering the IPSE
Assets have been terminated, released or waived, as appropriate, or original,
executed instruments in form reasonably satisfactory to Charter effecting such
terminations, releases or waivers.

            9.2.5 Vehicle Titles. Title certificates to all vehicles included
among the IPSE Assets, endorsed for transfer of title to the applicable Charter
Parties, and separate bills of sale therefor or other transfer documentation, if
required by the laws of the States in which such vehicles are titled.

            9.2.6 Evidence of Authorization Actions. Certified resolutions or
other evidence reasonably satisfactory to Charter that IPSE has taken all action
necessary to 

                                           IPSE/Charter Asset Exchange Agreement