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rendering invalid or unenforceable the remaining rights of the Person intended
to be benefitted by such provision or any other provisions of this Agreement.

      12.12 Construction. This Agreement has been negotiated by the Parties and
their respective legal counsel, and legal or other equitable principles that
might require the construction of this Agreement or any provision of this
Agreement against the Party drafting this Agreement will not apply in any
construction or interpretation of this Agreement.

      12.13 Expenses. Except as otherwise expressly provided in this Agreement,
each Party will pay all of its expenses, including attorneys' and accountants'
fees, in connection with the negotiation of this Agreement, the performance of
its obligations and the consummation of the transactions contemplated by this

      12.14 Risk of Loss. The risk of any loss or damage to the Charter Assets
or IPSE Assets resulting from fire, theft or other casualty (except reasonable
wear and tear) will be borne by Charter or IPSE respectively, at all times prior
to the Closing Time. In the event of any such loss or damage after December 31,
1998, Charter or IPSE as appropriate, will immediately notify the other in
writing of that fact. All insurance proceeds paid or payable as a result of the
occurrence of the event resulting in such loss or damage will be delivered by
the Party transferring such Assets to the other Party, or the rights thereto
will be assigned if not yet paid over by the insurer to the Party transferring
such Assets. The obligations under this Section 12.14 to pay or assign insurance
proceeds will not apply to the extent that any insurance proceeds are applied to
replace or restore such loss or damage prior to Closing.

      If, on or prior to the Closing Date, all or any part of or interest in the
Charter Assets or the IPSE Assets, as appropriate, is taken or condemned as a
result of a Governmental Authority's exercise of its powers of eminent domain,
or if a Governmental Authority having such power informs a Party that it intends
to condemn all or any part of such Party's Assets (such event being called, in
either case, a "Taking"), then (i) IPSE, in the case of a Taking of Charter
Assets, or Charter, in the case of a Taking of IPSE Assets, may elect, in the
name of the other Party, to negotiate for, claim, contest and receive all
damages with respect to the Taking, (ii) the Party whose Assets were the subject
of the Taking will be relieved of its obligation to convey to the other Party
those of its Assets that were the subject of the Taking, (iii) at Closing, the
Party whose Assets were the subject of the Taking will assign to the other Party
all of its rights to damages payable as a result of the Taking, and will pay to
the other Party all damages previously paid to it in connection with the Taking,
and (iv) following the Closing, the Party whose Assets were the subject of the
Taking will give to the other Party any further assurances of such rights and
assignment with respect to the Taking as the other Party reasonably may request
from time to time.

      12.15 Tax Consequences. No Party makes any representation or warranty,
express or implied, with respect to the Tax implications of any aspect of this
Agreement on any other Party, and each Party expressly disclaims any such
representation or warranty with respect to 

                                           IPSE/Charter Asset Exchange Agreement