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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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consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Borrower, any Subsidiary or any other
Obligor or for a substantial part of its assets, (iv) file an answer admitting
the material allegations of a petition filed against it in any such proceeding,
(v) make a general assignment for the benefit of creditors or (vi) take any
action for the purpose of effecting any of the foregoing;

          (j) the Borrower, any Subsidiary or any other Obligor shall become
unable, admit in writing or fail generally to pay its debts as they become due;

          (k) one or more judgments for the payment of money in an aggregate
amount in excess of $5,000,000 shall be rendered against the Borrower, any
Subsidiary, any other Obligor or any combination thereof and the same shall
remain undischarged for a period of 30 consecutive days during which execution
shall not be effectively stayed, or any action shall be legally taken by a
judgment creditor to attach or levy upon any assets having an aggregate value in
excess of $10,000,000 of the Borrower, any Subsidiary or any other Obligor to
enforce any such judgment;

          (l) an ERISA Event shall have occurred that, in the opinion of the
Required Lenders, when taken together with all other 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 $5,000,000 during
the term of this Agreement;

          (m) a Change in Control shall occur;

          (n) any Lien created by any of the Collateral Documents shall at any
time fail to constitute a valid and (to the extent required by the Collateral
Documents) perfected first priority Lien on any material amount of Collateral
securing the obligations purported to be secured thereby, or any party shall so
assert in writing; or

          (o) the Parent Companies Guarantee shall at any time fail to
constitute a valid and binding agreement of either Parent Company, or any Parent
Company or Parent Companies Subsidiary shall so assert in writing; or

          (p) the Subsidiary Guarantee shall at any time fail to constitute a
valid and binding agreement of each Subsidiary Guarantor, or any Obligor shall
so assert in writing;

         then, and in every such event (other than an event with respect to the
Borrower described in clause (h) or (i) of this Article), and at any time
thereafter

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