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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
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            The Company shall furnish to the Trustee:

            (a) promptly after the execution and delivery of the Pledge
      Documents, an Opinion of Counsel either (a) stating that, in the opinion
      of such counsel, this Indenture and the assignment of the Collateral
      intended to be made by the Pledge Documents and all other instruments of
      further assurance or amendment have been properly recorded, registered and
      filed to the extent necessary to make effective the Lien intended to be
      created by the Pledge Documents, and reciting the details of such action
      or referring to prior opinions of counsel in which such details are given,
      and stating that as to the Pledge Documents such recordings, registering
      and filings are sufficient to give notice thereof and that no
      re-recordings, re-registerings or refilings are necessary to maintain such
      notice, and further stating that all financing statements and continuation
      statements have been executed and filed that are necessary fully to
      preserve and protect the rights of the Holders and the Trustee hereunder
      and under the Pledge Documents, or (b) stating that, in the opinion of
      such counsel, no such action is necessary to make such Lien and assignment
      effective; and

            (b) within 30 days after April 1 in each year beginning with April
      1, 2000, an Opinion of Counsel, dated as of such date, either (a) stating
      that, in the opinion of such counsel, such action has been taken with
      respect to the recording, registering, filing, re-recording,
      re-registering and refiling of all supplemental indentures, financing
      statements, continuation statements or other instruments of further
      assurance as is necessary to maintain the Lien of the Pledge Documents and
      reciting the details of such action or referring to prior opinions of
      counsel in which such details are given, and stating that all financing
      statements and continuation statements have been executed and filed that
      are necessary fully to preserve and protect the rights of the Holders and
      the Trustee hereunder and under the Pledge Documents, or (b) stating that,
      in the opinion of such counsel, no such action is necessary to maintain
      such lien and assignment.

Section 11.03. Release of Collateral.

            Upon the consummation of the Marcus Combination, the security
interest in the Collateral in favor of the Trustee for the benefit of the
Holders will be immediately released.

            To the extent applicable, the Company shall cause TIA ss. 314(d)
relating the release of property from the Lien of the Pledge Documents to be
complied with. Any certificate or opinion required by TIA ss. 314(d) may be made
by an officer of the Company, except in cases in which TIA ss. 314(d) requires
that such certificate or opinion be made by an independent Person.

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