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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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Nonconsent Franchise Cash Flow Amount. Such Nonconsent Franchise Cash Flow
Amount shall be paid to Buyer as soon as reasonably practicable after the end of
each month during the term of such Beneficial Arrangement, and Buyer shall (and
Seller or the Seller Subsidiaries shall not) report for federal and state income
tax purposes, the income, gain, loss and deductions with respect to such
Nonconsent Franchise. In the event there is negative Nonconsent Franchise Cash
Flow Amount in any month, such negative amounts shall be subtracted from the
Nonconsent Franchise Cash Flow Amount otherwise to be paid or assigned to Buyer
by Seller for subsequent months, pursuant to this Section 6.18(c). Seller shall
allow representatives of Buyer reasonable access to its books and records
relating to the calculation of Nonconsent Franchise Cash Flow Amount for the
purpose of performing an audit of such calculations every six months, and the
parties shall use their best good faith efforts to promptly resolve any
discrepancies believed to exist in such calculations within 30 days of delivery
by Buyer of its audit report to Buyer. Any disputes which are not resolved
within such 30-day period shall be referred to a Qualified Auditor whose
determination shall be binding upon both parties. Once consent to transfer such
Nonconsent Franchise is obtained, Seller shall, or shall cause the Seller
Subsidiary to, promptly take such steps as shall be necessary to assign the
Nonconsent Franchise to Buyer, free and clear of all Liens except Permitted
Liens, and Buyer shall reimburse to Seller an amount equal to the cumulative
negative Nonconsent Franchise Cash Flow Amount, if any, existing and unpaid on
the date of transfer plus interest on such amount at a rate equal to the prime
rate of interest of The Chase Manhattan Bank plus 2.0%.

            (d) During the period Seller is operating the Nonconsent Franchise
under a Beneficial Arrangement or Buyer is operating the Nonconsent Franchise
under a Management Agreement, Seller shall not, and shall not permit any Seller
Subsidiary to, transfer legal title to, mortgage, pledge or otherwise encumber,
any Nonconsent Franchise without the prior written consent of Buyer.

         (e) In the event the parties reasonably determine at or prior to
Closing that the terms of the Nonconsent Franchise or any Legal Requirement
would prevent both management and operation of the Nonconsent Franchise under
the Management Agreement and the Beneficial Arrangement, the Nonconsent
Franchise and the area, Subscribers and Assets covered thereby shall, unless the
parties agree to continue to use their respective commercially reasonable
efforts to obtain the Franchise transfer consent and on the terms and conditions
relating thereto, be retained by Seller at Closing and the Equity Value shall be
reduced by an amount equal to the product of (i) the Subscriber Valuation times
(ii) the Subscriber Total covered by such Nonconsent Franchise as of September
30, 1997 and, to the extent such reduction exceeds the Equity Value, the Cash
Consideration shall be reduced by such excess amount.

         (f)    If, as of the third anniversary of the Closing Date, (i) the
consent required with respect to the transfer of a Nonconsent Franchise has not
been obtained, and (ii) Buyer is then managing the area, Subscribers and Assets
covered by such Nonconsent Franchise under a Management Agreement, or Seller or
a Seller Subsidiary is then holding the Nonconsent Franchise for the use and
benefit of Buyer under a

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