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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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     of their Subsidiaries is a party or by which the Obligors, the Company or
     any of their Subsidiaries is bound;

          (D) if the Notes are then listed on a national securities exchange,
     the Obligors shall have delivered to the Trustee an Opinion of Counsel to
     the effect that the Notes will not be delisted as a result of such deposit,
     defeasance and discharge; and

          (E) the Obligors shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, in each case stating that all
     conditions precedent provided for herein relating to the defeasance
     contemplated by this Section 8.02 have been complied with.

     Notwithstanding the foregoing, prior to the end of the 123-day (or one
year) period referred to in clause (B)(2) of this Section 8.02, none of the
Obligors' or the Company's obligations under this Indenture shall be discharged.
Subsequent to the end of such 123-day (or one year) period with respect to this
Section 8.02, the Obligors' and the Company's obligations in Sections 2.02,
2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 8.05, 8.06 and
Article Ten and the rights, powers, trusts, duties and immunities of the Trustee
hereunder shall survive until the Notes are no longer outstanding.  Thereafter,
only the Obligors' and the Company's obligations in Sections 7.07, 8.04, 8.05
and 8.06 shall survive.  If and when a ruling from the Internal Revenue Service
or an Opinion of Counsel referred to in clause (B)(1) of this Section 8.02 may
be provided specifically without regard to, and not in reliance upon, the
continuance of the Obligors' obligations under Section 4.01 and the Company's
obligations under Article Ten, then the Obligors' obligations under such Section
4.01 and the Company's obligations under Article Ten, shall cease upon delivery
to the Trustee of such ruling or Opinion of Counsel and compliance with the
other conditions precedent provided for herein relating to the defeasance
contemplated by this Section 8.02.

     After any such irrevocable deposit, the Trustee upon request shall
acknowledge in writing the discharge of the Obligors' and the Company's
obligations under the Notes and this Indenture except for those surviving
obligations in the immediately preceding paragraph.

      SECTION 8.03.  Defeasance of Certain Obligations.  The Obligors and the
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Company may omit to comply with any term, provision or condition set forth in
clauses (iii) and (iv) of Section 5.01 and Sections 4.03 through 4.11 and clause
(c) of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01,
clause (d) of Section 6.01 with respect to Sections 4.01, 4.02 and 4.12 through
4.21 and clauses (e) and (f) of Section 6.01 shall be deemed not to be Events of
Default in each case with respect to the outstanding Notes if:

          (i) with reference to this Section 8.03, the Obligors have irrevocably
     deposited or caused to be irrevocably deposited with the Trustee (or
     another trustee satisfying the requirements of Section 7.10) and conveyed
     all right, title and interest to the Trustee for the benefit of the
     Holders, under the terms of an irrevocable trust agreement in form and