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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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Article Ten. In addition, without limiting the foregoing provisions, upon the
effectiveness of an acceleration under Article Six, the Trustee shall promptly
make a demand for payment on the Notes under the Guaranty provided for in this
Article Ten.

     If the Trustee or the Holder of any Note is required by any court or
otherwise to return to the Obligors or the Company, or any custodian, receiver,
liquidator, trustee, sequestrator or other similar official acting in relation
to the Obligors or the Company, any amount paid to the Trustee or such Holder in
respect of a Note, this Guaranty, to the extent theretofore discharged, shall be
reinstated in full force and effect.  The Company further agrees, to the fullest
extent that it may lawfully do so, that, as between it, on the one hand, and the
Holders and the Trustee, on the other hand, the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article Six hereof for the
purposes of this Guaranty, notwithstanding any stay, injunction or other
prohibition extant under any applicable bankruptcy law preventing such
acceleration in respect of the obligations Guaranteed hereby.

     The Company hereby irrevocably waives any claim or other rights which it
may now or hereafter acquire against the Obligors that arise from the existence,
payment, performance or enforcement of its obligations under this Guaranty and
this Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution, indemnification, any right to
participate in any claim or remedy of the Holders against the Obligors or any
collateral which any such Holder or the Trustee on behalf of such Holder
hereafter acquires, whether or not such claim, remedy or right arises in equity,
or under contract, statute or common law, including, without limitation, the
right to take or receive from the Obligors, directly or indirectly, in cash or
other property or by set-off or in any other manner, payment or security on
account of such claim or other rights.  If any amount shall be paid to the
Company in violation of the preceding sentence and the principal of, premium, if
any, and accrued interest on the Notes shall not have been paid in full, such
amount shall be deemed to have been paid to the Company for the benefit of, and
held in trust for the benefit of, the Holders, and shall forthwith be paid to
the Trustee for the benefit of the Holders to be credited and applied upon the
principal of, premium, if any, and accrued interest on the Notes.  The Company
acknowledges that it will receive direct and indirect benefits from the issuance
of the Notes pursuant to this Indenture and that the waivers set forth in this
Section 10.01 are knowingly made in contemplation of such benefits.

     The Guaranty set forth in this Section 10.01 shall not be valid or become
obligatory for any purpose with respect to a Note until the certificate of
authentication on such Note shall have been signed by or on behalf of the

      SECTION 10.02.  Obligations Unconditional.  Subject to Section 10.05,
nothing contained in this Article Ten or elsewhere in this Indenture or in the
Notes is intended to or shall impair, as among the Company and the Holders of
the Notes, the obligation of the Company, which is absolute and unconditional,
upon failure by the Obligors, to pay to the Holders of the Notes the principal
of, premium, if any, and interest on the Notes as and when the same shall become