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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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      SECTION 7.03.  Individual Rights of Trustee.  The Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with the Obligors, the Company or their Affiliates with the
same rights it would have if it were not the Trustee.  Any Agent may do the same
with like rights.  However, the Trustee is subject to TIA Sections 310(b) and

      SECTION 7.04.  Trustee's Disclaimer.  The Trustee (i) makes no
representation as to the validity or adequacy of this Indenture or the Notes,
(ii) shall not be accountable for the Obligors' use or application of the
proceeds from the Notes and (iii) shall not be responsible for any statement of
the Company or the Obliglors in this Indenture or in the Notes other than its
certificate of authentication.

      SECTION 7.05.  Notice of Default.  If any Default or any Event of Default
occurs and is continuing and if such Default or Event of Default is known to the
Trustee, the Trustee shall mail to each Holder in the manner and to the extent
provided in TIA Section 313(c) notice of the Default or Event of Default within
45 days after it occurs, unless such Default or Event of Default has been cured;
provided, however, that, except in the case of a default in the payment of the
principal of, premium, if any, or interest on any Note, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders.

      SECTION 7.06.  Reports by Trustee to Holders.  Within 60 days after each
May 15, beginning with May 15, 1998, the Trustee shall mail to each Holder as
provided in TIA Section 313(c) a brief report dated as of such May 15, if
required by TIA Section 313(a). The Company shall promptly notify the Trustee if
the Notes become listed on any stock exchange and the Trustee shall comply with
TIA Section 313(d).

      SECTION 7.07.  Compensation and Indemnity.  The Obligors and the Company,
jointly and severally, shall pay to the Trustee from time to time such
compensation as shall be agreed upon in writing for its services.  The
compensation of the Trustee shall not be limited by any law on compensation of a
trustee of an express trust.  The Obligors and the Company, jointly and
severally, shall reimburse the Trustee upon request for all reasonable out-of-
pocket expenses and advances incurred or made by the Trustee without gross
negligence or bad faith on its part.  Such expenses shall include the reasonable
compensation and expenses of the Trustee's agents and counsel.

     The Obligors and the Company, jointly and severally, shall indemnify the
Trustee (including its agents, employees, officers, directors and shareholders,
as applicable) for, and hold it harmless against, any loss or liability or
expense incurred by it without negligence or bad faith on its part in connection
with the acceptance or administration of this Indenture and its duties under
this Indenture and the Notes, including the costs and expenses of defending
itself against any claim