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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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     all federal, state and local taxes or other charges and assessments in
     respect thereof payable by the Trustee, the principal of, premium, if any,
     and accrued interest on the outstanding Notes at the Stated Maturity of
     such principal or interest; provided that the Trustee shall have been
     irrevocably instructed to apply such money or the proceeds of such U.S.
     Government Obligations to the payment of such principal, premium, if any,
     and interest with respect to the Notes;

          (B) the Obligors have delivered to the Trustee (1) either (x) an
     Opinion of Counsel to the effect that Holders will not recognize income,
     gain or loss for federal income tax purposes as a result of the Obligors'
     exercise of their option under this Section 8.02 and will be subject to
     federal income tax on the same amount and in the same manner and at the
     same times as would have been the case if such deposit, defeasance and
     discharge had not occurred, which Opinion of Counsel shall be based upon
     (and accompanied by a copy of) a ruling of the Internal Revenue Service to
     the same effect unless there has been a change in applicable federal income
     tax law after the Closing Date such that a ruling is no longer required or
     (y) a ruling directed to the Trustee received from the Internal Revenue
     Service to the same effect as the aforementioned Opinion of Counsel and (2)
     an Opinion of Counsel to the effect that the creation of the defeasance
     trust does not violate the Investment Company Act of 1940 and that after
     the passage of 123 days following the deposit (except, with respect to any
     trust funds for the account of any Holder who may be deemed to be an
     "insider" for purposes of the United States Bankruptcy Code, after one year
     following the deposit), the trust funds will not be subject to the effect
     of Section 547 of the United States Bankruptcy Code or Section 15 of the
     New York Debtor and Creditor Law in a case commenced by or against the
     Obligors or the Company under either such statute, and either (I) the trust
     funds will no longer remain the property of the Obligors or the Company
     (and therefore will not be subject to the effect of any applicable
     bankruptcy, insolvency, reorganization or similar laws affecting creditors'
     rights generally) or (II) if a court were to rule under any such law in any
     case or proceeding that the trust funds remained property of the Obligors
     or the Company, (a) assuming such trust funds remained in the possession of
     the Trustee prior to such court ruling to the extent not paid to the
     Holders, the Trustee will hold, for the benefit of the Holders, a valid and
     perfected security interest in such trust funds that is not avoidable in
     bankruptcy or otherwise except for the effect of Section 552(b) of the
     United States Bankruptcy Code on interest on the trust funds accruing after
     the commencement of a case under such statute and (b) the Holders will be
     entitled to receive adequate protection of their interests in such trust
     funds if such trust funds are used in such case or proceeding;

          (C) immediately after giving effect to such deposit on a pro forma
     basis, no Default or Event of Default shall have occurred and be continuing
     on the date of such deposit or during the period ending on the 123rd day
     after such date of such deposit, and such deposit shall not result in a
     breach or violation of, or constitute a default under, this Indenture or
     any other agreement or instrument to which the Obligors, the Company or any