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SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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of Default has come to their attention, specifying the nature and period of
existence thereof; provided that such independent certified public accountants
shall not be liable in respect of such statement by reason of any failure to
obtain knowledge of any such Default or Event of Default that would not come to
the attention of such accountants in the course of an audit examination
conducted in accordance with generally accepted auditing standards in effect at
the date of such examination.

      SECTION 4.18.  Commission Reports and Reports to Holders.  At all times
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from and after the earlier of (i) the date of the commencement of a registered
exchange offer for the Notes by the Obligors or the effectiveness of the Shelf
Registration Statement pursuant to and in accordance with the terms of the
Registration Rights Agreement (the "Registration") and (ii) the date that is six
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months after the Closing Date, in either case, whether or not the Company and
the Obligors are then required to file reports with the Commission, the Company
and the Obligors shall file with the Commission all such reports and other
information as they would be required to file with the Commission by Sections
13(a) or 15(d) under the Exchange Act if they were subject thereto.  The Company
and the Obligors shall supply the Trustee and each Holder or shall supply to the
Trustee for forwarding to each such Holder, without cost to such Holder, copies
of such reports and other information within 15 days after the date they would
have been required to file such reports or other information with the Commission
had they been subject to such Sections.  In addition, at all times prior to the
earlier of the date of the Registration and the date that is six months after
the Closing Date, the Company and the Obligors shall, at their cost, deliver to
each Holder of the Notes quarterly and annual reports substantially equivalent
to those which would be required by the Exchange Act.  In addition, at all times
prior to the Registration, upon the request of any Holder or any prospective
purchaser of the Notes designated by a Holder, the Company and the Obligors
shall supply to such Holder or such prospective purchaser the information
required under Rule 144A under the Securities Act.  The Company and the Obligors
also shall comply with the other provisions of TIA Section 314(a).
 
      SECTION 4.19.  Waiver of Stay, Extension or Usury Laws.  Each of the
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Obligors and the Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any
usury law or other law that would prohibit or forgive the Obligors or the
Company, as the case may be, from paying all or any portion of the principal of,
premium, if any, or interest on the Notes as contemplated herein, wherever
enacted, now or at any time hereafter in force, or that may affect the covenants
or the performance of this Indenture; and (to the extent that it may lawfully do
so) each of the Obligors and the Company hereby expressly waives all benefit or
advantage of any such law and covenants that it will not hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted.

      SECTION 4.20.  Calculation of Original Issue Discount.  The Company and
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the Obligors shall file with the Trustee promptly at the end of each calendar
year (i) a written notice specifying