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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 of System such IP-I Party at the FCC, nor, to
such IP-I Party's Knowledge, is any threatened except as set forth in Schedule
5.8. IP-I has delivered to the Charter Parties copies of any pending petitions
such IP-I Party 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 IP-I System that have been
served on such IP-I Party. The FCC has not issued any decision with respect to a
must carry complaint finding any System of such IP-I Party in violation of the
must carry rules except as set forth on Schedule 5.8.

            5.8.4 Such IP-I Party 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, such IP-I Party 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.
IP-I has delivered to the Charter Parties 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 IP-I
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 IP-I
Party's Systems, (ii) all historical FCC Rate Forms with respect to any IP-I
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 IP-I Party with respect to its Systems. Except as set forth on Schedule
5.8, such IP-I 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 IP-I 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 IP-I Party's Systems,