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and regulations of the FCC, or any authoritative interpretation thereof,
promulgated after the date of the Closing. Charter has delivered to IPSE
complete and correct copies of (i) the most recent FCC Forms 328, 329, 393,
1200, 1205, 1210, 1215, 1220, 1235 and 1240 and other FCC rate forms
(collectively, "FCC Rate Forms") filed by such Charter Party with the local
franchising authority and/or the FCC and will deliver as soon as available all
FCC Rate Forms that are prepared with respect to such Charter Party's Systems,
(ii) all historical FCC Rate Forms with respect to any Charter System in which
there is currently a rate issue pending, including any accounting order or any
rate order on appeal, (iii) copies of all complaints, petitions, answers,
responses and other filings made with or by any Governmental Authority in
connection with any rate orders issued by such Governmental Authority or any
appeal therefrom, and (iv) any documentation supporting an exemption from the
rate regulation provisions of the 1992 Cable Act claimed by such Charter Party
with respect to its Systems. Except as set forth on Schedule 5.8, such Charter
Party has not made any election with respect to any cost of service proceeding
conducted in accordance with Part 76.922 of Title 47 of the Code of Federal
Regulations or any similar proceeding (a "Cost of Service Election") with
respect to any of such Charter Party's Systems.

            5.8.5 Except as set forth on Schedule 5.8, all necessary FAA
approvals have been obtained and all necessary FCC tower registrations have been
filed with respect to the height and location of towers used in connection with
the operation of such Charter Party's Systems, and such towers are being
operated in compliance in all material respects with applicable FCC and FAA
rules. The ownership, height (with and without appurtenances), location
(address, latitude, longitude and ground elevation), structure type and FCC call
signs of each tower used in connection with the operation of such Charter
Party's Systems are correctly described on Schedule 5.8. To the extent
applicable, Charter has delivered to IPSE true and correct copies of the FAA
final determinations that are available and FCC registrations for all such

      5.9 Intellectual Property. Except for Intellectual Property which
constitutes Charter Excluded Assets and the Intellectual Property described on
Schedule 4.4(b), such Charter Party does not possess any Intellectual Property
related to or material to the operation of its Systems, and such Charter Party
is not a party to any license or royalty agreement with respect to any such
Intellectual Property, except for licenses respecting program material or
incidental to any Systems Contract and obligations under the Copyright Act. To
the Knowledge of such Charter Party, its Systems and Cable Business have been
operated in such a manner so as not to violate or infringe upon the rights, or
give rise to any rightful claim of any Person for copyright, trademark, service
mark, patent or license infringement or the like.

      5.10 Financial Statements. Charter's statements of income for the years
ended December 31, 1997 and 1998, attached hereto as Schedule 5.10, are in
accordance with the books and records of the Charter Systems, were prepared in
accordance with generally accepted accounting principles applied on a consistent
basis throughout the periods covered 

                                           IPSE/Charter Asset Exchange Agreement