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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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          (i) an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee stating that, in the opinion of the signers,
     all conditions precedent, if any, provided for in this Indenture relating
     to the proposed action have been complied with; and

          (ii) an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee stating that, in the opinion of such Counsel,
     all such conditions precedent have been complied with.

      SECTION 11.04.  Statements Required in Certificate or Opinion.  Each
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certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

          (i)    a statement that each person signing such certificate or
     opinion has read such covenant or condition and the definitions herein
     relating thereto;

          (ii)   a brief statement as to the nature and scope of the examination
     or investigation upon which the statements or opinions contained in such
     certificate or opinion is based;

          (iii)  a statement that, in the opinion of each such person, he has
     made such examination or investigation as is necessary to enable him to
     express an informed opinion as to whether or not such covenant or condition
     has been complied with; and

          (iv)   a statement as to whether or not, in the opinion of each such
     person, such condition or covenant has been complied with; provided,
     however, that, with respect to matters of fact, an Opinion of Counsel may
     rely on an Officers' Certificate or certificates of public officials.

      SECTION 11.05.  Rules by Trustee, Paying Agent or Registrar.  The Trustee
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may make reasonable rules for action by or at a meeting of Holders.  The Paying
Agent or Registrar may make reasonable rules for its functions.

      SECTION 11.06.  Payment Date Other Than a Business Day.  If an Interest
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Payment Date, Redemption Date, Payment Date, Stated Maturity or date of maturity
of any Note shall not be a Business Day, then payment of principal of, premium,
if any, or interest on such Note, as the case may be, need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the Interest Payment Date, Payment Date or Redemption
Date, or at the Stated Maturity or date of maturity of such Note; provided that
no interest shall accrue for the period from and after such Interest Payment
Date, Payment Date, Redemption Date, Stated Maturity or date of maturity, as the
case may be.