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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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prior to the acquisition thereof, and extensions, renewals and replacements of
any such Indebtedness that do not increase the outstanding principal amount
thereof; provided that (i) such Indebtedness is incurred prior to or within 90
days after such acquisition or the completion of such construction or
improvement and (ii) the aggregate principal amount of Indebtedness permitted by
this clause (e) shall not exceed $5,000,000 at any time outstanding;

         (f) Indebtedness of any Person that becomes a Subsidiary after the
date hereof; provided that such Indebtedness exists at the time such Person
becomes a Subsidiary and is not created in contemplation of or in connection
with such Person becoming a Subsidiary;

         (g) other unsecured Indebtedness in an aggregate principal amount not
exceeding $10,000,000 at any time outstanding; provided that the aggregate
principal amount of Indebtedness of the Borrower's Subsidiaries permitted by
this clause (g) shall not exceed $1,000,000 at any time outstanding; and

         (h) other unsecured, subordinated Indebtedness; provided that such
Indebtedness (i) is incurred for the sole purpose of financing the Time Warner
Put, (ii) requires no payment of principal prior to, and has a maturity date no
earlier than, October 10, 2007 and (iii) is expressly subordinated in right of
payment at maturity, upon acceleration or otherwise by the instrument creating
such Indebtedness to the obligations of the Obligors under the Loan Documents on
terms and conditions no less favorable to the Lenders than those set forth in
Exhibit M.

         SECTION 6.02. Liens. The Borrower will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, or assign or sell any income or
revenues (including accounts receivable) or rights in respect of any thereof,
except:

         (a)  Permitted Encumbrances;

         (b)  any Lien on any property or asset of the Borrower or any
Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided
that (i) such Lien shall not apply to any other property or asset of the
Borrower or any Subsidiary and (ii) such Lien shall secure only those
obligations which it secures on the date hereof and extensions, renewals and
replacements thereof that do not increase the outstanding principal amount
thereof;

         (c)  any Lien existing on any property or asset prior to the
acquisition thereof by the Borrower or any Subsidiary or existing on any
property or asset of

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