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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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         only, no later than 11:00 a.m., New York City time, one Business Day
         before the date of such prepayment). Each such notice shall be
         irrevocable and shall specify the prepayment date and the principal
         amount of each Borrowing or portion thereof to be prepaid; provided
         that, if a notice of prepayment is given in connection with a
         conditional notice of termination of the Commitments as contemplated by
         Section 2.07, then such notice of prepayment may be revoked if such
         notice of termination is revoked in accordance with Section 2.07. Each
         prepayment of Loans of any Class made by the Borrower pursuant to this
         Section shall be applied to such Borrowing or Borrowings of such Class
         as the Borrower may designate in the notice of prepayment delivered by
         the Borrower with respect thereto (or, failing such designation, as
         determined by the Administrative Agent), and shall be applied to repay
         ratably the Loans of such Class of the several Lenders included in such
         Borrowing or Borrowings. Promptly following receipt of any such notice
         relating to a Borrowing, the Administrative Agent shall advise the
         affected Lenders of the contents thereof. Prepayments shall be
         accompanied by accrued interest to the extent required by Section 2.12.

             (v) The amount of any prepayment of the Term Loans made by the
         Borrower pursuant to clauses (i) or (ii) of this paragraph shall be
         applied to reduce first, in order of maturity, the amount of each
         subsequent scheduled repayment of the Term Loans to be made during the
         next twelve months pursuant to paragraph (a) of this Section, and
         second, ratably, the amount of each other subsequent scheduled
         repayment of the Term Loans. The amount of any prepayment made by the
         Borrower pursuant to clause (i) or (ii) of this paragraph (other than
         prepayments made pursuant to clause (b)(i)(y)) shall be applied, after
         all Term Loans have been repaid, ratably to scheduled reductions of the
         Revolving Commitments to be made by the Borrower pursuant to paragraph
         (a) of this Section.

         (c) Option of Tranche B Lenders Not to Accept Prepayments. (i) The
Borrower shall (x) at least one Business Day prior to any date (an "Unscheduled
Prepayment Date") on which any prepayment of the Tranche B Term Loans, other
than a prepayment of such Loans in whole or after all Tranche A Term Loans have
been paid in full (an "Unscheduled Payment"), would, but for the provisions of
this paragraph (c), otherwise have been made pursuant to this Section or Section
2.10, deliver a notice conforming to the requirements set forth below (a
"Prepayment Notice") to the Administrative Agent and (y) on or prior to such
Unscheduled Prepayment Date, deposit in the Prepayment Account established
pursuant to Section 5(a) of the Borrower Security Agreement an amount equal to
the principal amount that would have been payable by the Borrower pursuant to
this Section or Section 2.10 on such Unscheduled