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SEC Filings

S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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            (j)  The Trustee shall not be deemed to have notice or knowledge
(including actual knowledge) of any matter unless a Responsible Officer has
actual knowledge thereof or unless written notice thereof is actually received
by a Responsible Officer of the Trustee at the Corporate Trust Office of the
Trustee and such notice references the Senior Discount Notes generally, the
Issuers or this Indenture.

SECTION 7.3 INDIVIDUAL RIGHTS OF TRUSTEE.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Senior Discount Notes and may otherwise deal with the
Issuers or any Affiliate of the Issuers with the same rights it would have if it
were not Trustee.  However, in the event that the Trustee acquires any
conflicting interest it must eliminate such conflict within 90 days, apply to
the SEC for permission to continue as trustee or resign.  Any Agent may do the
same with like rights and duties.  The Trustee is also subject to Sections 7.10
and 7.11 hereof.

SECTION 7.4 TRUSTEES DISCLAIMER.

             The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture, the Senior
Discount Notes, the Registration Rights Agreement or the Offering Memorandum; it
shall not be accountable for the Issuers' use of the proceeds from the Senior
Discount Notes or any money paid to the Issuers or upon the Issuers' direction
under any provision of this Indenture; it shall not be responsible for the use
or application of any money received by any Paying Agent other than the Trustee,
and it shall not be responsible for any statement or recital herein or any
statement in the Senior Discount Notes or any other document in connection with
the sale of the Senior Discount Notes or pursuant to this Indenture other than
its certificate of authentication.

SECTION 7.5 NOTICE OF DEFAULTS.

            If a Default or Event of Default occurs and is continuing and if the
Trustee receives written notice thereof, the Trustee shall (at the expense of
the Issuers) mail to Holders of Senior Discount Notes a notice of the Default or
Event of Default within 90 days after it occurs. Except in the case of a Default
or Event of Default in payment of principal of, premium, if any, Liquidated
Damages, if any, or interest on any Senior Discount Notes, the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of the
Holders of the Senior Discount Notes.

SECTION 7.6 REPORTS BY TRUSTEE TO HOLDERS OF THE SENIOR SUBORDINATED NOTES.

            Within 60 days after each November 15 beginning with the November 15
following the date of this Indenture, and for so long as Senior Discount Notes
remain outstanding, the Trustee shall (at the expense of the Issuers) mail to
the Holders of the Senior Discount Notes a brief report dated as of such
reporting date that complies with TIA (S) 313(a)