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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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                                   ARTICLE 5
                             
                             AFFIRMATIVE COVENANTS

         Until the Commitments have expired or been terminated and the principal
of and interest on each Loan and all fees and other amounts payable hereunder
shall have been paid in full and all Letters of Credit shall have expired or
terminated and all LC Disbursements shall have been reimbursed, the Borrower
covenants and agrees with the Lenders that:

         SECTION 5.01.  Financial Statements and Other Information.  The
Borrower will furnish to the Administrative Agent and each Lender:

         (a)   within 90 days after the end of each fiscal year of RMG, its
audited consolidated balance sheet and related statements of operations,
members' equity and cash flows as of the end of and for such year, setting forth
in each case in comparative form the figures for the previous fiscal year, all
reported on by Ernst & Young LLP or other independent public accountants of
recognized national standing (without a "going concern" or like qualification or
exception and without any qualification or exception as to the scope of such
audit) to the effect that such consolidated financial statements present fairly
in all material respects the financial condition and results of operations of
RMG and its Consolidated Subsidiaries on a consolidated basis in accordance with
GAAP consistently applied;

         (b)   within 45 days after the end of each of the first three fiscal
quarters of each fiscal year of RMG, its consolidated balance sheet and related
statements of operations, members' equity and cash flows as of the end of and
for such fiscal quarter and the then elapsed portion of the fiscal year, setting
forth in each case in comparative form the figures for the corresponding period
or periods of (or, in the case of the balance sheet, as of the end of) the
previous fiscal year, all certified by the chief financial officer or chief
accounting officer of RMG as presenting fairly in all material respects the
financial condition and results of operations of RMG and its Consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments and the absence of
footnotes;

         (c)   within 30 days after the end of each month of RMG, its summary
consolidated balance sheet and related statements of operations, members' equity
and cash flows as of the end of and for such month and the then elapsed portion
of the fiscal year, setting forth in each case in comparative form the figures
for the corresponding period or periods of (or, in the case of the balance
sheet, as of the end of) the previous fiscal year, all certified by the chief
financial officer or chief

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