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SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
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         Exhibit F (subject only to Liens permitted thereby) upon all of its
         assets to secure its obligations under the Subsidiary Guarantee and (z)
         enter into a pledge agreement, substantially in the form of Exhibit E,
         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 Exhibit E (subject only to Liens permitted thereby) upon
         all of the capital stock and other equity interests owned by it (if
         any) to secure its obligations under the Subsidiary Guarantee; and

                 (ii)  pledge, or cause to be pledged, pursuant to the Borrower
         Pledge Agreement (or another pledge agreement, substantially in the
         form of Exhibit B) all of the capital stock or other equity interests
         owned directly or indirectly by the Borrower of (A) any Person
         described in clause (i) above or (B) any joint venture in which the
         Borrower or any Subsidiary has an ownership interest.

         The Borrower shall cause each Person described in clauses (i) or (ii)
above to take such actions as may be necessary or desirable to effect the
foregoing within 30 days after such Person becomes a Parent Companies Subsidiary
or a wholly owned Subsidiary of the Borrower, as the case may be, including
without limitation causing such Person to (1) execute and deliver to the
Administrative Agent such number of copies as the Administrative Agent may
specify of such supplements and security and pledge agreements and other
documents creating security interests and (2) deliver such certificates,
evidences of company action or other documents as the Administrative Agent may
reasonably request, all in form and substance reasonably satisfactory to the
Administrative Agent, relating to the satisfaction of the Borrower's obligations
under this Section.

         (c) At any time, and from time to time, after the Effective Date, if a
Default has occurred and is continuing and the Required Lenders so request, the
Borrower will, and will cause each of its Subsidiaries to:

                 (i)  execute and deliver a Mortgage and such other security
         documents as may be reasonably necessary, or as the Administrative
         Agent may reasonably request, to subject all real property then owned
         or leased by the Borrower or any of its Subsidiaries (or any portion
         thereof, as requested by the Required Lenders) to a first Lien securing
         Indebtedness under the Loan Documents (subject only to Liens permitted
         thereby); provided that (x) if any such Mortgage or security documents
         relate to real property located in Tennessee, it is understood that any
         recording tax payable in connection with the creation of such first
         Lien shall be based on the fair market value of the real property
         subject to such

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