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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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                                   ARTICLE 4

                                  CONDITIONS

         SECTION 4.01. Effective Date. The Effective Date hereunder shall occur
on the first date on which each of the following conditions is satisfied (or
waived in accordance with Section 9.02), it being understood that with respect
to the conditions set forth in clauses (e), (i) and (r), each Lender shall be
deemed to have determined that such conditions shall have been satisfied unless
the Syndication Agent shall have received notice from such Lender prior to the
Effective Date that such Lender does not consider such conditions to have been
satisfied (or, solely with respect to the conditions set forth in clauses (e),
the Lenders shall not have received any documents referred to therein):

         (a)   The Syndication Agent (or its counsel) and the Administrative
Agent shall have received from each party hereto a counterpart of this Agreement
signed on behalf of such party or written evidence satisfactory to the
Syndication Agent and the Administrative Agent (which may include telecopy
transmission of a signed signature page) that such party has signed a
counterpart of this Agreement.

         (b)   The Syndication Agent (or its counsel) and the Administrative
Agent shall have received (i) from each Parent Company a counterpart of the
Parent Companies Guarantee signed on behalf of such Parent Company or written
evidence satisfactory to the Syndication Agent and the Administrative Agent
(which may include telecopy transmission of a signed signature page) that such
party has signed a counterpart of such Parent Companies Guarantee, (ii) from
each party to each Effective Date Collateral Document a counterpart of such
Effective Date Collateral Document signed on behalf of such party or written
evidence satisfactory to the Syndication Agent and the Administrative Agent
(which may include telecopy transmission of a signed signature page) that such
party has signed a counterpart of such Effective Date Collateral Document and
(iii) duly executed financing statements on Form UCC-1 in quantity sufficient
for filing in all jurisdictions in which such filing is necessary or desirable
to perfect the Liens created by the Effective Date Collateral Documents.

         (c)   The Syndication Agent and the Administrative Agent shall have
received a favorable written opinion (addressed to the Agents and the Lenders
and dated the Effective Date) of (i) Dow, Lohnes & Albertson, PLLC, counsel for
the Obligors, substantially in the form of Exhibit H, (ii) Stone, Pigman,
Walther, Wittmann & Hutchinson, L.L.P., special Mississippi counsel for the
Obligors, substantially in the form of Exhibit I, (iii) Stone, Pigman, Walther,
Wittmann & Hutchinson, L.L.P., special Louisiana counsel for the Obligors,
substantially in the form of Exhibit J, (iv) Bass, Berry & Sims PLC, special
Tennessee counsel for

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