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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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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;

         (d)   concurrently with any delivery of financial statements under
clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as
to whether a Default has occurred and, if a Default has occurred, specifying the
details thereof and any action taken or proposed to be taken with respect
thereto, (ii) setting forth reasonably detailed calculations demonstrating
compliance with Sections 6.11 through 6.15, (iii) setting forth the Subscriber
Total as of the last day of the fiscal quarter of the Borrower most recently
ended and (iv) stating whether any change in GAAP or in the application thereof
has occurred since the date of the financial statements referred to in Section
3.04 and, if any such change has occurred, specifying the effect of such change
on the financial statements accompanying such certificate;

         (e)   concurrently with any delivery of financial statements under
clause (a) above, a certificate of the accounting firm that reported on such
financial statements stating whether they obtained knowledge during the course
of their examination of such financial statements of any Default (which
certificate may be limited to the extent required by accounting rules or
guidelines);

         (f)   promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials filed by the
Borrower or any Subsidiary with the Securities and Exchange Commission, or any
Governmental Authority succeeding to any or all of the functions of said
Commission, or with any national securities exchange, or distributed by the
Borrower to its members generally, as the case may be;

         (g)   prior to the end of each fiscal year of the Borrower, copies of
operating budgets for the next fiscal year and any succeeding fiscal years, as
prepared from time to time by the management of the Borrower for internal use;

         (h)   promptly following the delivery thereof to the Borrower or its
management, a copy of any management letter or written report by independent
public accountants with respect to the policies and procedures of the Borrower
and its Subsidiaries that notes a "reportable condition"; and

         (i)   promptly following any request therefor, such other information
regarding the operations, business affairs and financial condition of the
Borrower

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