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the provisions of the 1984 Cable Act and the 1992 Cable Act pertaining to the
carriage of television broadcast signals, as such Legal Requirements relate to
the operation of its Systems. IPSE has complied in all material respects with
the must carry and retransmission consent provisions of the 1992 Cable Act,
including (i) duly and timely notifying "local commercial television stations"
of inadequate signal strength or increased copyright liability, if applicable,
(ii) duly and timely notifying non-commercial educational stations of the
location of its System's principal headend, (iii) duly and timely notifying
subscribers of changes in the channel alignment on its Systems, (iv) duly and
timely notifying "local commercial and non- commercial television stations" of
the broadcast signals carried on its Systems and their channel positions, (v)
maintaining the requisite public file identifying broadcast signal carriage,
(vi) carrying the broadcast signals after June 1, 1993, on its Systems for all
"local commercial television stations" which elected must carry status and, if
required, up to two "qualified low power stations" and (vii) obtaining
retransmission consents for all broadcast signals carried on its Systems after
October 5, 1993, except for the non-exempt signals carried pursuant to a must
carry election. No must carry complaint is pending against any IPSE System at
the FCC, nor, to IPSE's Knowledge, is any threatened except as set forth in
Schedule 6.8. IPSE has delivered to Charter copies of any pending petitions it
has on file with the FCC, including requests for market modifications or
petitions for special relief or any market modification requests or special
relief petitions affecting any IPSE System that have been served on IPSE. The
FCC has not issued any decision with respect to a must carry complaint finding
any IPSE System in violation of the must carry rules except as set forth on
Schedule 6.8.

            6.8.4 IPSE has used commercially reasonable efforts to establish
rates charged and a la carte packages provided to subscribers, effective as of
September 1, 1993, that would be allowable under rules and regulations
promulgated by the FCC under the 1992 Cable Act, and any authoritative
interpretation thereof, whether or not such rates or packages were subject to
regulation at that date by any Governmental Authority, including any state
regulatory agency, local franchising authority and/or the FCC. Notwithstanding
the foregoing, IPSE makes no representation or warranty that either the rates
charged to subscribers or the a la carte packages provided would be allowable
under any rules and regulations of the FCC, or any authoritative interpretation
thereof, promulgated after the date of the Closing. IPSE has delivered to
Charter complete and correct copies of (i) the most recent FCC Rate Forms filed
by IPSE 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 the IPSE
Systems, (ii) all historical FCC Rate Forms with respect to any IPSE 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 IPSE with respect to
its Systems. 

                                           IPSE/Charter Asset Exchange Agreement