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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
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         (c) Within 30 days of the execution of this Agreement and the other
Loan Documents, the Borrower will file, or cause to be filed, with the FCC a
copy of this Agreement and each other Loan Document required to be filed with
the FCC, and confirm in writing to the Administrative Agent that such copies
have been duly and timely filed.

         SECTION 5.08. Use of Proceeds and Letters of Credit. The proceeds of
the Term Loans and the Revolving Loans made on the Effective Date will be used
only (i) to consummate the Acquisition and (ii) to pay related fees and
expenses. The proceeds of the Revolving Loans made on any date after the
Effective Date will be used only (i) to finance Consolidated Capital
Expenditures and Permitted Acquisitions permitted hereunder, and (ii) for
general corporate purposes (including without limitation the making of
intercompany loans to Subsidiaries, the proceeds of which loans will be used by
such Subsidiaries for working capital purposes). No part of the proceeds of any
Loan will be used, whether directly or indirectly, for any purpose that entails
a violation of any of the Regulations of the Board, including Regulations G, U
and X. Letters of Credit will be issued only to support obligations of the
Borrower and its Subsidiaries incurred in the ordinary course of business and
will not be used, whether directly or indirectly, for any purpose that entails a
violation of any of the Regulations of the Board, including Regulations G, U and
X.

         SECTION 5.09. Further Assurances. (a) The Borrower will, and will cause
each Subsidiary to, at the Borrower's sole cost and expense, do, execute,
acknowledge and deliver all such further acts, deeds, conveyances, mortgages,
assignments, notices of assignment and transfers as the Administrative Agent
shall from time to time reasonably request, which may be necessary or desirable
(in the reasonable judgment of the Administrative Agent or the Required Lenders)
from time to time to assure, perfect, convey, assign and transfer to the
Administrative Agent the property and rights conveyed or assigned pursuant to
the Collateral Documents.

         (b)   The Borrower will:

                 (i)  cause each Person which becomes a Parent Companies
         Subsidiary or a wholly owned Subsidiary of the Borrower after the
         Effective Date to (x) become a party to the Subsidiary Guarantee as
         guarantor by executing the Subsidiary Guarantee or a supplement thereof
         in form and substance reasonably satisfactory to the Administrative
         Agent, (y) enter into a security agreement, substantially in the form
         of Exhibit F, and any other agreements, each in form and substance
         satisfactory to the Administrative Agent, as may be necessary or
         desirable in order to grant perfected first priority security interests
         to the same extent as provided in

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