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SEC Filings

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      1.60 Permitted Liens. (a) Liens for Taxes, assessments and governmental
charges, in each case not yet due and payable, (b) zoning laws or ordinances or
any similar Legal Requirements, (c) rights reserved to any Governmental
Authority to regulate the affected property, (d) Liens described on Schedule
5.4.1 (with respect to Charter) and Schedule 6.4.1 (with respect to IPSE), (e)
as to Leased Property or Tangible Personal Property that is leased, the
interests of the lessors thereof, and (f) as to Owned Property, Leased Property
and Other Real Property Interests, any easements, rights-of-way, servitudes,
conditions, covenants, restrictions and minor imperfections or irregularities in
title, in each case, which are reflected in the public records and which do not
individually or in the aggregate interfere with the right or ability of the
applicable Party to own, use, enjoy or operate the Owned Property, Leased
Property or Other Real Property Interests in the manner currently used or to
convey good, marketable and indefeasible fee simple title to the same; provided
that "Permitted Liens" will not include any Lien which could prevent or inhibit
in any way (other than as permitted under clause (f)) the conduct of the
business of the affected System, and provided further that classification of any
Lien as a "Permitted Lien" will not affect any liability which a Party may have
for any such Lien, including pursuant to any indemnity obligation under this

      1.61 Person. Any natural person, Governmental Authority, corporation,
general or limited partnership, limited liability company, joint venture, trust,
association or unincorporated entity of any kind.

      1.62 Required Consents. The Charter Required Consents or the IPSE Required
Consents, as the context requires.

      1.63 Six-Month Date. The date that is six months after the Closing Date.

      1.64 System. Any of the Charter Systems or the IPSE Systems, as the
context requires.

      1.65 Systems Contracts. The Charter Systems Contracts or the IPSE Systems
Contracts, as the context requires.

      1.66 Systems Franchises. The Charter Systems Franchises or the IPSE
Systems Franchises, as the context requires.

      1.67 Systems Licenses. The Charter Systems Licenses or the IPSE Systems
Licenses, as the context requires.

      1.68 Tangible Personal Property. The Charter Tangible Personal Property or
the IPSE Tangible Personal Property, as the context requires.

                                           IPSE/Charter Asset Exchange Agreement