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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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of the business or operations of such Charter Party's Systems. There are no
pending condemnation, expropriation, eminent domain or similar proceedings of
which such Charter Party has received notice or has Knowledge affecting, in any
material respect, all or any portion of such Charter Party's Owned Property,
Leased Property, or Other Real Property Interests. Such Charter Party has good
and marketable title to each such parcel of real property included in its Owned
Property and in all buildings, structures and improvements thereon, in each case
free and clear of all Liens except for Permitted Liens.

      5.7 Environmental.

            5.7.1 Except as described on Schedule 5.7, such Charter Party is in
material compliance with all Environmental Laws, insofar as they relate to its
Owned Property or Leased Property. Except as described on Schedule 5.7, such
Charter Party has not received any notice of, and has no Knowledge of, any
alleged, actual, or potential responsibility for, or any inquiry regarding, (i)
any release or threatened release of any Hazardous Substances from or on its
Owned Property or Leased Property, or (ii) any material violation of any
Environmental Laws associated with its Owned Property or Leased Property. Except
as described on Schedule 5.7, to such Charter Party's Knowledge, its own
operations on its Other Real Property Interests do not violate any Environmental
Laws in any material respect, and such Charter Party has received no notice of
any such violation. Except as described on Schedule 5.7, such Charter Party has
not received any notice of, and has no Knowledge of circumstances relating to,
any past, present or future events, conditions, circumstances, activities,
practices or incidents (including the presence, use, generation, manufacture,
disposal, release or threatened release of any Hazardous Substances from or on
its Owned Property or Leased Property), which could interfere with or prevent
continued compliance, or which are reasonably likely to give rise to any
liability, based upon or related to the processing, distribution, use,
treatment, storage, disposal, transport or handling, or the emission, discharge,
release or threatened release into the environment, of any Hazardous Substance
from or attributable to its Owned Property or Leased Property.

            5.7.2 Except as described on Schedule 5.7, to such Charter Party's
Knowledge, (a) no aboveground or underground storage tanks are currently or have
been located on any Charter Owned Property or Charter Leased Property of such
Charter Party and (b) no Charter Owned Property or Charter Leased Property of
such Charter Party has been used at any time as a gasoline service station or
any other facility for storing, pumping, dispensing or producing gasoline or any
other petroleum products or wastes.

            5.7.3 Complete and correct copies of (a) all studies, reports,
surveys or other similar written materials in Charter's possession or to which
Charter, to its Knowledge, has access relating to the presence or alleged
presence of Hazardous Substances at, on, under or affecting the Charter Owned
Property or Charter Leased Property of such Charter Party, (b) all notices
(other than general notices made by general publication) in Charter's possession

                                           IPSE/Charter Asset Exchange Agreement


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