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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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or any Person becoming a successor obligor on the Notes, outstanding immediately
after such transaction would, if Incurred at such time, have been permitted to
be Incurred (and all such Liens and Indebtedness, other than Liens and
Indebtedness of the Company and its Restricted Subsidiaries outstanding
immediately prior to the transaction, shall be deemed to have been Incurred) for
all purposes of this Indenture; and (v) the Company or such Obligor delivers to
the Trustee an Officers' Certificate (attaching the arithmetic computations to
demonstrate compliance with clauses (iii) and (iv), if either is applicable) and
Opinion of Counsel, in each case stating that such consolidation, merger or
transfer and such supplemental indenture complies with this provision and that
all conditions precedent provided for herein relating to such transaction have
been complied with; provided, however, that clauses (iii) and (iv) above do not
apply if, in the good faith determination of the Board of Directors of the
Company, whose determination shall be evidenced by a Board Resolution, the
principal purpose of such transaction is to change the state of incorporation of
the Company and such transaction shall not have as one of its purposes the
evasion of the foregoing limitations.

      SECTION 5.02.  Successor Substituted.  Upon any consolidation or merger,
or any sale, conveyance, transfer, lease or other disposition of all or
substantially all of the property and assets of any Obligor or the Company in
accordance with Section 5.01 of this Indenture, the successor Person formed by
such consolidation or into which such Obligor or the Company is merged or to
which such sale, conveyance, transfer, lease or other disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of,
such Obligor or the Company, as the case may be, under this Indenture with the
same effect as if such successor Person had been named as such Obligor or the
Company, as the case may be, herein; provided that none of the Obligors or the
Company, as the case may be, shall be released from their joint and several
obligations to pay the principal of, premium, if any, or interest on the Notes
in the case of a lease of all or substantially all of its property and assets.

                                  ARTICLE SIX
                             DEFAULT AND REMEDIES

      SECTION 6.01.  Events of Default.  Any of the following events shall
constitute an "Event of Default" hereunder:
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     (a) default in the payment of principal of (or premium, if any, on) any
Note when the same becomes due and payable at maturity, upon acceleration,
redemption or otherwise;

     (b) default in the payment of interest on any Note when the same becomes
due and payable, and such default continues for a period of 30 days;

     (c) default in the performance or breach of the provisions of Article Five
or the failure to make or consummate an Offer to Purchase in accordance with
Sections 4.11 or 4.12;