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SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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or any Subsidiary, or compliance with the terms of the Loan Documents, as the
Agents or any Lender may reasonably request.

         SECTION 5.02. Notices of Material Events. The Borrower will furnish to
the Administrative Agent and each Lender prompt written notice of the following:

         (a)   the occurrence of any Default;

         (b)   the filing or commencement of any action, suit or proceeding by
or before any arbitrator or Governmental Authority against or affecting any
Obligor that, if adversely determined, could reasonably be expected to result in
a Material Adverse Effect;

         (c)   the occurrence of any ERISA Event that, alone or together with
any other prior ERISA Events that have occurred, could reasonably be expected to
give rise to any liability of the Borrower and its Subsidiaries in an aggregate
amount exceeding $2,000,000; and

         (d)   any other development that results in, or could reasonably be
expected to result in, a Material Adverse Effect.

         Each notice delivered under this Section shall be accompanied by a
statement of a Financial Officer or other executive officer of the Borrower
setting forth the details of the event or development requiring such notice and
any action taken or proposed to be taken with respect thereto.

         SECTION 5.03. Existence; Conduct of Business. The Borrower will, and
will cause each of its Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and, except to the extent the failure to do so could not reasonably be
expected to result in a Material Adverse Effect, the rights, licenses, permits,
privileges and Franchises (including, without limitation, FCC Licenses and any
licenses, permits or authorizations under the Cable Act or the Communications
Act) material to the conduct of its business; provided that the foregoing shall
not prohibit any disposition of assets, merger, consolidation, liquidation or
dissolution permitted under Section 6.03.

         SECTION 5.04. Payment of Obligations. The Borrower will, and will cause
each of its Subsidiaries to, pay its obligations, including liabilities for
Taxes, that, if not paid, could result in a Material Adverse Effect before the
same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (b)
the Borrower or such Subsidiary has set aside on its books adequate reserves
with

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