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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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     to rule under any such law in any case or proceeding that the trust funds
     remained property of the Obligors or the Company, (x) 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), (y) 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 and (z) no property, rights in property or
     other interest granted to the Trustee or the Holders in exchange for, or
     with respect to, such trust funds will be subject to any prior rights of
     holders of other Indebtedness of the Company;

          (v) 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 such deposit, defeasance and discharge will not cause the
     Notes to be delisted; and

          (vi) the Obligors 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 8.03 have been complied with.

      SECTION 8.04.  Application of Trust Money.  Subject to Section 8.06, the
Trustee or Paying Agent shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Section 8.01, 8.02 or 8.03, as the case may be,
and shall apply the deposited money and the money from U.S. Government
Obligations in accordance with the Notes and this Indenture to the payment of
principal of, premium, if any, and interest on the Notes; but such money need
not be segregated from other funds except to the extent required by law.

      SECTION 8.05.  Repayment to Obligors.  Subject to Sections 7.07, 8.01,
8.02 and 8.03, the Trustee and the Paying Agent shall promptly pay to the
Obligors upon request set forth in an Officers' Certificate any excess money
held by them at any time and thereupon shall be relieved from all liability with
respect to such money.  The Trustee and the Paying Agent shall pay to the
Obligors upon request any money held by them for the payment of principal,
premium, if any, or interest that remains unclaimed for two years; provided that
the Trustee or such Paying Agent before being required to make any payment may
cause to be published at the expense of the Obligors once in a newspaper of
general circulation in The City of New York or mail to each Holder entitled to
such money at such Holder's address (as set forth in the Security Register)
notice that such money remains unclaimed and that after a date specified therein
(which shall be at least 30 days from the date of such publication or mailing)
any unclaimed balance of such money then remaining will be repaid to the
Obligors.  After payment to the Obligors, Holders entitled to such money must
look to the Obligors for payment as general creditors unless an applicable law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.