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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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disposing of any of them, if such discontinuance or disposal is, in the judgment
of the Company, desirable in the conduct of the business of the Company or such

     The Company will provide or cause to be provided, for itself and its
Restricted Subsidiaries, insurance (including appropriate self-insurance)
against loss or damage of the kinds customarily insured against by corporations
similarly situated and owning like properties, including, but not limited to,
products liability insurance and public liability insurance, with reputable
insurers or with the government of the United States of America, or an agency or
instrumentality thereof, in such amounts, with such deductibles and by such
methods as shall be customary for corporations similarly situated in the
industry in which the Company or any such Subsidiary, as the case may be, is
then conducting business.

      SECTION 4.16.  Notice of Defaults.  In the event that any of the Obligors
or the Company becomes aware of any Default or Event of Default, such Obligor or
the Company, as the case may be, promptly, after it becomes aware thereof, will
give written notice thereof to the Trustee.

      SECTION 4.17.  Compliance Certificates.  (a)  The Company shall deliver to
the Trustee, within 45 days after the end of each fiscal quarter (90 days after
the end of the Company's last fiscal quarter of each year), an Officers'
Certificate stating whether or not the signers know of any Default or Event of
Default that occurred during such fiscal quarter.  In the case of the Officers'
Certificate delivered within 90 days after the end of the Company's fiscal year,
such certificate shall contain a certification from the principal executive
officer, principal financial officer or principal accounting officer of the
Company that a review has been conducted of the activities of the Company and
its Subsidiaries and the Company's and its Subsidiaries' performance under this
Indenture and that the Company has complied with all conditions and covenants
under this Indenture.  For purposes of this Section 4.17, such compliance shall
be determined without regard to any period of grace or requirement of notice
provided under this Indenture.  If any such officer knows of such a Default or
Event of Default, the certificate shall describe any such Default or Event of
Default and its status.

     The first certificate to be delivered pursuant to this Section 4.17(a)
shall be for the  first fiscal quarter beginning after the execution of this

     (b) The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year, beginning with the fiscal year in which this Indenture was
executed, a certificate signed by the Company's independent certified public
accountants stating (i) that their audit examination has included a review of
the terms of this Indenture and the Notes as they relate to accounting matters,
(ii) that they have read the most recent Officers' Certificate delivered to the
Trustee pursuant to paragraph (a) of this Section 4.17 and (iii) whether, in
connection with their audit examination, anything came to their attention that
caused them to believe that the Obligors or the Company were not in compliance
with any of the terms, covenants, provisions or conditions of Article Four and
Section 5.01 of this Indenture as they pertain to accounting matters and, if any
Default or Event