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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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respect thereto in accordance with GAAP and (c) the failure to make payment
pending such contest could not reasonably be expected to result in a Material
Adverse Effect.

         SECTION 5.05. Maintenance of Properties; Insurance. The Borrower will,
and will cause each of its Subsidiaries to, (a) keep and maintain all property
material to the conduct of its business in good working order and condition,
ordinary wear and tear excepted, and (b) maintain, with financially sound and
reputable insurance companies, insurance in such amounts and against such risks
(including without limitation comprehensive general liability insurance, workers
compensation insurance, product liability insurance, business interruption
insurance and environmental insurance) as are customarily maintained by
companies engaged in the same or similar businesses operating in the same or
similar locations.

         SECTION 5.06. Books and Records; Inspection Rights. The Borrower will,
and will cause each of its Subsidiaries to, keep proper books of record and
account established and maintained in accordance with GAAP in which full, true
and correct entries are made in accordance with GAAP of all dealings and
transactions in relation to its business and activities required to be reflected
by GAAP. The Borrower will, and will cause each of its Subsidiaries to, permit
any representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice, to visit and inspect its properties, to examine and
make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and independent accountants, all at such
reasonable times and as often as reasonably requested, and all in a manner so as
not to unreasonably interfere with the Borrower's business and operations.

         SECTION 5.07. Compliance with Laws and Contracts. (a) The Borrower
will, and will cause each of its Subsidiaries to, comply with all laws, rules,
regulations and orders of any Governmental Authority applicable to it or its
property (including, without limitation, the Cable Act, the Communications Act,
the Copyright Act and any Environmental Laws), except where the failure to do
so, individually or in the aggregate, could not reasonably be expected to result
in a Material Adverse Effect.

         (b) The Borrower will, and will cause each of its Subsidiaries to
comply with all provisions of all material contracts to which the Borrower or
such Subsidiary, as the case may be, is a party, except where the Borrower
determines in good faith that failure to comply with any such contract (x) is in
the Borrower's best interest and (y) will not, individually or in the aggregate,
result in a Material Adverse Effect.

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