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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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contemplated hereby to take place on the Effective Date shall not violate any
applicable law or regulation (including without limitation any of the
Regulations of the Board, including Regulations G, U and X).

         (m)   Each of the Syndication Agent and the Administrative Agent
shall have received (i) evidence satisfactory to it that the Liens created by
the Collateral Documents constitute perfected first priority Liens on the
Collateral (subject only to Liens permitted thereby) and (ii) the written
consent of the Seller to the assignment by the Borrower of its rights and claims
under the Purchase Agreement as collateral under the Borrower Security
Agreement.

         (n)   The Syndication Agent and the Administrative Agent shall have
received a certificate, dated the Effective Date and signed by the President, a
Vice President or a Financial Officer of the Borrower, confirming compliance
with the conditions set forth in paragraphs (a), (b) and (c) of Section 4.02.

         (o)   The Agents shall have received all fees and other amounts due
and payable to the Lenders or the Agents on or prior to the Effective Date,
including, to the extent invoiced, reimbursement or payment of all out-of-pocket
expenses (including, without limitation, legal fees and expenses) required to be
reimbursed or paid by the Borrower hereunder.

         (p)   The Syndication Agent and the Administrative Agent shall have
received a certificate dated the Effective Date and signed by the President, a
Vice President or a Financial Officer of each of Renaissance Media (Louisiana)
LLC and Renaissance Media (Tennessee) LLC, and a certificate dated the Effective
Date and signed by the President, a Vice President or a Financial Officer of the
Borrower, each certifying that, after giving effect to the Acquisition, the
borrowings under this Agreement, the issuance of the Senior Discount Notes, the
equity contributions to the Borrower by Parent Companies and the other
transactions contemplated by the Loan Documents and the Acquisition Documents,
none of the Obligors (i) is insolvent or will be thereby rendered insolvent,
(ii) will be left with unreasonably small capital with which to engage in its
business, or (iii) will have incurred Indebtedness beyond its ability to pay all
of such Indebtedness as it matures.

         (q)   Each of the Syndication Agent and the Administrative Agent
shall have received such documents and certificates as such Agents or their
counsel may reasonably request relating to the organization, existence and good
standing of each Obligor, the solvency of each of the Borrower and Parent
Companies, the authorization of the Transactions and any other legal matters
relating to any of the foregoing, all in form and substance satisfactory to the
Syndication Agent and its counsel.

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