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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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      SECTION 7.10.  Eligibility.  This Indenture shall always have a Trustee
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who satisfies the requirements of TIA Section 310(a)(1).  The Trustee shall have
a combined capital and surplus of at least $25,000,000 as set forth in its most
recent published annual report of condition that is subject to the requirements
of applicable Federal or state supervising or examining authority.  If at any
time the Trustee shall cease to be eligible in accordance with the provisions of
this Section 7.10, the Trustee shall resign immediately in the manner and with
the effect specified in this Article.

      SECTION 7.11.  Money Held in Trust.  The Trustee shall not be liable for
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interest on any money received by it except as the Trustee may agree in writing
with the Obligors.  Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law and except for money held
in trust under Article Eight of this Indenture.

 
                                 ARTICLE EIGHT
                            DISCHARGE OF INDENTURE

      SECTION 8.01.  Termination of Obligors' Obligations.  Except as otherwise
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provided in this Section 8.01, the Obligors may terminate their obligations
under the Notes and this Indenture if:

          (i) all Notes previously authenticated and delivered (other than
     destroyed, lost or stolen Notes that have been replaced or Notes that are
     paid pursuant to Section 4.01 or Notes for whose payment money or
     securities have theretofore been held in trust and thereafter repaid to the
     Obligors, as provided in Section 8.05) have been delivered to the Trustee
     for cancellation and the Obligors have paid all sums payable by them
     hereunder; or

          (ii) (A) the Notes mature within one year or all of them are to be
     called for redemption within one year under arrangements satisfactory to
     the Trustee for giving the notice of redemption, (B) the Obligors or the
     Company irrevocably deposit in trust with the Trustee during such one-year
     period, under the terms of an irrevocable trust agreement in form and
     substance satisfactory to the Trustee, as trust funds solely for the
     benefit of the Holders for that purpose, money or U.S. Government
     Obligations sufficient (in the opinion of a nationally recognized firm of
     independent public accountants expressed in a written certification thereof
     delivered to the Trustee), without consideration of any reinvestment of any
     interest thereon, to pay principal, premium, if, any, and interest on the
     Notes to maturity or redemption, as the case may be, and to pay all other
     sums payable by it hereunder, (C) no Default or Event of Default with
     respect to the Notes shall have occurred and be continuing on the date of
     such deposit, (D) such deposit will not result in a breach or violation of,
     or constitute a default under, this Indenture or any other agreement or
     instrument to which any of the Obligors or the Company is a party or by
     which it is bound