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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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      7.19 Environmental Assessment.

            7.19.1 Each Party acknowledges and agrees, subject to any
enforceable restrictions placed thereon by a Third Party owner or lessor of any
real property involved, that the other Party may commission, at such other
Party's cost and expense, a so-called "Phase I" environmental site assessment of
such Party's Assets (a "Phase I Assessment"). If the Phase I Assessment or any
other information known to such Party (including information disclosed in
connection with the negotiation of this Agreement or described in the Schedules
hereto) indicates that a so-called "Phase II" assessment or other additional
testing or analysis of such Party's Assets as the investigating Party may deem
appropriate (a "Phase II Assessment") is advisable, then, subject to any
enforceable restrictions placed thereon by a Third Party owner or lessor of any
real property involved, the other Party may elect to cause its agents or
representatives to conduct such testing and analysis. Each Party will use its
commercially reasonable efforts to comply with any reasonable request for
information made by the other Party or its agents in connection with any such
investigation, but in no event will either Party be required under this Section
7.19.1 to disclose any materials constituting attorney-client privileged
communications. Each Party covenants that any response to any such request for
information will be complete and correct in all material respects. Each Party
will afford the other Party and its agents or representatives access to all
operations of such Party at all reasonable times and in a reasonable manner in
connection with any such investigation subject to any reasonably required
approval of such Party's landlords, which approval such Party will use its
commercially reasonable efforts to obtain. Should the other Party commission
such an investigation, such investigation will have no effect upon the
representations and warranties made by one Party to the other Party under this
Agreement except that if any Phase I Assessment or Phase II Assessment uncovers
an environmental condition which then comprises a breach of a Party's
representations or warranties herein and such breach is capable of being cured,
such Party shall be deemed not to have breached such representation or warranty
if such Party cures such breach in accordance with the provisions of this
Agreement. In the event this Agreement is terminated or fails to close in
accordance with its terms, each Party agrees to repair any damage or disturbance
it causes to the other Party's Owned Property or Leased Property in the course
of such investigative activities by returning such Owned Property or Leased
Property to approximately the same condition as existed prior to such
investigative activities. Each Party shall indemnify, protect, defend, and hold
the other Party and the other Party's Assets free and harmless from and against
any and all claims, actions, causes of action, suits, proceedings, costs,
expenses (including reasonable attorneys' and consultants' fees and costs),
liabilities, damages, and liens of any type arising directly out of any act or
omission of that Party or any of that Party's representatives on or about the
other Party's Owned Property or Leased Property in the course of such
investigative activities. However, neither of the two preceding sentences shall
be interpreted to impose any obligation upon either Party with respect to
Hazardous Substances present at, on, in, under or about, or any conditions
existing on, the other Party's Owner Property or Leased Property at the time of
such investigative activities, except to the extent of a Party's negligence or
willful misconduct causes a release of such Hazardous Substances or otherwise
exacerbates any such condition in a manner that leads to liability under any
Environmental Law.


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