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IPSE Systems Licenses and other applicable requirements of all Governmental
Authorities (including the FCC and the U.S. Copyright Office) relating to the
IPSE Systems Franchises and IPSE Systems Licenses, including all requirements
for notification, filing, reporting, posting and maintenance of logs and

            6.5.3 IPSE has delivered to Charter true and complete copies of all
IPSE Systems Contracts (including each Contract relating to IPSE Leased Property
and IPSE Other Real Property Interests), including any amendments thereto (or,
in the case of oral Contracts, true and complete written summaries thereof) and
each document evidencing IPSE's ownership of the IPSE Owned Property. Except as
described in Schedule 6.5.3, IPSE has fulfilled when due, or has taken all
action necessary to enable it to fulfill when due, all of its obligations under
each of its Contracts and, to the Knowledge of IPSE, there has not occurred any
default (without regard to requirements of notice, lapse of time, elections of
other Persons, or any combination thereof) by any other Person of any material
obligations under any of its Contracts or Real Property Interests.

      6.6 Real Property. All the Assets consisting of IPSE Owned Property, IPSE
Leased Property and material IPSE Other Real Property Interests are described on
Schedules 1.38, 1.40 and 1.41. Except for ordinary wear and tear and routine
repairs and as set forth on Schedule 6.6, all of the improvements, leasehold
improvements and the premises of the IPSE Owned Property and the premises
demised under the leases and other documents evidencing the IPSE Leased Property
are in good condition and repair and are suitable for the purposes used. Each
parcel of IPSE Owned Property and each parcel of IPSE Leased Property and any
improvements thereon (a) has access to and over public streets or private
streets for which IPSE has a valid right of ingress and egress, (b) except as
set forth on Schedule 1.38 or 1.40, conforms in its current use and occupancy to
all material zoning requirements without reliance upon a variance issued by a
Governmental Authority or a classification of the parcel in question as a
nonconforming use, (c) conforms in all material respects in its current use to
all restrictive covenants, if any, or other Liens affecting all or part of such
parcel (of record, with respect to IPSE Owned Property, or of record or as set
forth in an agreement listed on Schedule 1.38 or 1.40, with respect to IPSE
Leased Property or IPSE Other Real Property Interests), and (d) is available for
immediate use in the conduct of the business or operations of the IPSE Systems.
There are no pending condemnation, expropriation, eminent domain or similar
proceedings of which IPSE has received notice or IPSE has Knowledge affecting,
in any material respect, all or any portion of the IPSE Owned Property, IPSE
Leased Property, or IPSE Other Real Property Interests. IPSE has good and
marketable title to each such parcel of real property included in the IPSE Owned
Property and in all buildings, structures and improvements thereon, in each case
free and clear of all Liens except for Permitted Liens.

      6.7 Environmental.

                                           IPSE/Charter Asset Exchange Agreement