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Section 11.04. Authorization of Actions To Be Taken by the Trustee.

      Subject to the provisions of the Pledge Documents, the Trustee shall have
power to institute and to maintain such suits and proceedings as it may deem
expedient to prevent any impairment of the Collateral by any acts which may be
unlawful or in violation of the Pledge Documents, or this Indenture, and such
suits and proceedings as the Trustee may deem expedient to preserve or protect
its interests and the interests of the Holders in the Collateral (including
power to institute and maintain suits or proceedings to restrain the enforcement
of or compliance with any legislative or governmental enactment, rule, or order
that may be unconstitutional or otherwise invalid if the enforcement of, or
compliance with, such enactment, rule or order would impair the security
hereunder or be prejudicial to the interest of the Trustee).

Section 11.05. Acknowledgment that Collateral Secures the Other Notes.

      The Collateral is secured for the equal and ratable benefit of the holders
of the Notes and the holders of the Other Notes.

                                   ARTICLE 12

Section 12.01. Trust Indenture Act Controls.

      If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA ss. 318(c), the imposed duties shall control.

Section 12.02. Notices.

      Any notice or communication by the Issuers, the Guarantor or the Trustee
to the others is duly given if in writing and delivered in Person or mailed by
first class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:

            If to the Issuers,
              or the Guarantor:    c/o Charter Communications, Inc.
                                   12444 Powerscourt Drive, Suite 100
                                   St. Louis, Missouri  63131
                                   Telecopier No.: (314) 965-8793
                                   Attention: Secretary

            With a copy to:        Paul, Hastings, Janofsky & Walker LLP
                                   399 Park Avenue
                                   31st Floor
                                   New York, New York 10022
                                   Telecopier No.: (212) 319-4090
                                   Attention: Thomas R. Pollock, Esq.