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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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Prepayment Date in respect of such Unscheduled Prepayment. Such Unscheduled
Prepayment shall not occur on such Unscheduled Payment Date but shall instead be
deferred as hereinafter provided in this paragraph (c). Upon receipt of any
Prepayment Notice, the Administrative Agent shall promptly notify each affected
Lender of the contents hereof.

            (ii) Each Prepayment Notice shall be in writing, shall refer to this
         paragraph (c) and shall (w) set forth the amount of the Unscheduled
         Prepayment and the prepayment that the applicable Term Lender will be
         entitled to receive if it accepts prepayment of its Tranche B Term
         Loans in accordance with this subsection, (x) contain an offer to
         prepay on a specified date (each such date, a "Deferred Unscheduled
         Prepayment Date"), which shall be not less than three Business Days nor
         more than five Business Days after the date of such Prepayment Notice,
         the Tranche B Term Loans of such Lender by an aggregate principal
         amount equal to such Lender's ratable share of such Unscheduled
         Prepayment (determined by reference to the outstanding principal amount
         of such Lender's Tranche B Term Loan as a proportion of the aggregate
         outstanding principal amount of the Tranche B Term Loans of all of the
         Lenders), (y) request such Lender to notify the Borrower and the
         Administrative Agent in writing, no later than the second Business Day
         after the date of such Prepayment Notice, of such Lender's acceptance
         or rejection (in each case, in whole and not in part) of such offer of
         prepayment and (z) inform such Lender that the failure by such Lender
         to reject such offer in writing on or before the second Business Day
         after the date of such Prepayment Notice shall be deemed an acceptance
         of such prepayment offer. Each Prepayment Notice shall be given by
         telecopy, confirmed hand delivery or overnight courier service, in each
         case addressed to the Administrative Agent and each affected Lender as
         provided in Section 9.01.

            (iii) On each Deferred Unscheduled Prepayment Date, the
         Administrative Agent shall withdraw from the Prepayment Account the
         aggregate amount required to prepay the Tranche B Term Loans of each of
         the Lenders that shall have accepted (or been deemed to have accepted)
         prepayment in accordance with the related Prepayment Notice (each, an
         "Accepting Lender") and shall cause such amount to be applied on behalf
         of the Borrower to prepay the outstanding Loans of the Accepting

            (iv)  Any amount remaining in the Prepayment Account on any Deferred
         Unscheduled Prepayment Date after giving effect to the prepayments
         required by clause (iii) above (exclusive of any interest or profits
         with respect to amounts held in the Prepayment Account) shall be