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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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unless its removal would substantially defeat the basic intent, spirit and
purpose of this Indenture and this Article Ten.

Section 10.21. Successors and Assigns.

            Each Guarantee shall be binding upon and inure to the benefit of the
Guarantor, the Issuers, the Trustee and the Holders and their respective
successors and permitted assigns, except that the Guarantor may not assign any
of its obligations hereunder or thereunder.

                                   ARTICLE 11
                                    SECURITY

Section 11.01. Security.

            In order to secure the due and punctual payment of the principal of,
premium, if any, and interest, and Special Interest, if any, on the Notes when
and as the same shall be due and payable, whether on an interest payment date,
at maturity, by acceleration, call for redemption or otherwise, and interest on
the overdue principal and interest, if any, of the Notes and performance of all
other obligations of the Issuers, to the Holders or the Trustee under this
Indenture and the Notes, according to the terms hereof or thereof, the Company
will make an assignment of its right, title and interest in and to the
Collateral to the Trustee pursuant to the Pledge Documents and to the extent
therein provided, no later than the date of the first issuance of the Notes
hereunder. At the time the Pledge Documents are executed, the Company will have
full right, power and lawful authority to grant, bargain, sell, release, convey,
hypothecate, assign, mortgage, transfer and confirm, absolutely, the property
constituting the Collateral in the manner and form done, or intended to be done,
in the Pledge Documents, free and clear of all Liens whatsoever, except to the
extent otherwise provided therein, and (a) will for so long as any Notes are
outstanding, warrant and defend the title to the same against the claims of all
Persons whatsoever, (b) will execute, acknowledge and deliver to the Trustee
such further assignments, transfers, assurances or other instruments as the
Trustee may require or request and (c) will do or cause to be done all such acts
and things as may be necessary or proper, or as may be required by the Trustee,
to assure and confirm to the Trustee the security interest in the Collateral
contemplated hereby and by the Pledge Documents, or any part thereof, as from
time to time constituted, so as to render the same available for the security
and benefit of this Indenture and of the Notes secured hereby, according to the
intent and purposes herein expressed. The Pledge Documents will create a direct
and valid Lien on the property constituting the Collateral as set forth in the
Pledge Documents.

Section 11.02. Recording and Opinions.

            The Company will cause, at its own expense, the Pledge Documents,
this Indenture and all amendments or supplements thereto and UCC-1 financing
statements and other applicable documents relating thereto to be registered,
recorded and filed or re-recorded, refiled and renewed in such manner and in
such place or places if any, as may be required by law in order fully to
preserve and protect the Liens created by the Pledge Documents on all parts of
the Collateral and to effectuate and preserve the security of the Holders and
all rights of the Trustee.