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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
                                   ARTICLE 3

         The Borrower represents and warrants to the Lenders that:

         SECTION 3.01. Organization; Powers. Each of the Borrower and its
Subsidiaries is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has all requisite limited
liability company power and authority to carry on its business as now conducted
and, except where the failure to do so, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect, is qualified
to do business in, and is in good standing in, every jurisdiction where such
qualification is required.

         SECTION 3.02. Authorization; Enforceability. The Transactions are
within the company powers of each of the Borrower and its Subsidiaries and have
been duly authorized by all necessary company and, if required, member or
stockholder action. Each of the Borrower and its Subsidiaries has duly executed
and delivered each Loan Document to which it is a party, and each such Loan
Document constitutes a legal, valid and binding obligation of the Borrower or
such Subsidiary, as applicable, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

         SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except (i) such as have been
obtained or made and are in full force and effect and (ii) solely with respect
to consents relating to the Acquisition or any Permitted Acquisition, such
consents the receipt of which is not required as a condition precedent to the
consummation of the Acquisition or such Permitted Acquisition, as the case may
be, pursuant to the Purchase Agreement (in the case of the Acquisition) or the
relevant purchase agreement (in the case of any Permitted Acquisition) and the
failure to obtain which could not reasonably be expected to result in a Material
Adverse Effect, (b) will not violate any applicable law or regulation or the
charter, by-laws or other organizational documents of the Borrower or any of its
Subsidiaries or any order of any Governmental Authority, (c) will not violate or
result in a default under any indenture, agreement or other instrument binding
upon the Borrower or any of its Subsidiaries or its assets, or give rise to a
right thereunder to require any payment to be made by the Borrower or any of its
Subsidiaries, and (d) will not