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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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     any disposition pursuant to such Shelf Registration Statement, and
     attorneys and accountants designated by the Holders, at reasonable times
     and in a reasonable manner, all financial and other records, pertinent
     documents and properties of the Guarantor and the Obligors, and cause the
     respective officers, directors and employees of the Guarantor and the
     Obligors to supply all information reasonably requested by any such
     representative, Underwriter, attorney or accountant in connection with a
     Shelf Registration Statement; provided, however, that any such
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     representative, Underwriter, attorney or accountant shall execute a
     confidentiality agreement customary for an Underwritten Offering with
     respect to such records, documents, properties and information;

          (n) in the case of a Shelf Registration, use their best efforts to
     cause all Registrable Notes to be listed on any securities exchange or any
     automated quotation system on which similar securities issued by the
     Guarantor or the Obligors are then listed if requested by the Majority
     Holders, to the extent such Registrable Notes satisfy applicable listing

          (o) use their best efforts to cause the Exchange Notes or Registrable
     Notes, as the case may be, to be rated by two nationally recognized
     statistical rating organizations (as such term is defined in Rule 436(g)(2)
     under the 1933 Act);

          (p) if reasonably requested by any Holder of Registrable Notes covered
     by a Registration Statement, (i) promptly incorporate in a Prospectus
     supplement or post-effective amendment such information with respect to
     such Holder as such Holder reasonably requests to be included therein and
     (ii) make all required filings of such Prospectus supplement or such post-
     effective amendment as soon as the Guarantor or any Obligor has received
     notification of the matters to be incorporated in such filing; and

          (q) in the case of a Shelf Registration, enter into such customary
     agreements and take all such other reasonable actions in connection
     therewith (including those reasonably requested by the Holders of a
     majority of the Registrable Notes being sold) in order to expedite or
     facilitate the disposition of such Registrable Notes including, but not
     limited to, an Underwritten Offering and in such connection, (i) to the
     extent possible, make such representations and warranties to the Holders
     and any Underwriters of such Registrable Notes with respect to the business
     of the Companies and their subsidiaries, the Registration Statement,
     Prospectus and documents incorporated by reference or deemed incorporated
     by reference, if any, in each case, in form, substance and scope as are
     customarily made by issuers to underwriters in underwritten offerings and
     confirm the same if and when requested, (ii) obtain customary opinions of
     counsel to the Guarantor and the Obligors (which counsel and