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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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by Buyer but in any event no later than the seventh anniversary of the Closing
Date, transfer that percentage of the LLC Interest to Buyer as shall be
necessary to reflect such reduction in Equity Value or, if Seller than owns an
insufficient percentage LLC Interest, Seller shall transfer its entire LLC
Interest to Buyer and pay Buyer an amount in cash equal to the difference
between the Equity Value of the LLC Interest conveyed and the amount so owed to
Buyer pursuant to this Section 6.18(g). In addition, if Buyer has so elected to
terminate the Management Agreement, Seller shall reimburse Buyer an amount equal
to the aggregate of all capital expenditures actually made by Buyer after the
Closing Date (plus interest on such capital expenditure amount at a rate equal
to the prime rate of interest of The Chase Manhattan Bank plus 2.0%) in (i)
maintaining the cable plant covered by such Nonconsent Franchise, (ii)
constructing extensions to such cable plant, but only to the extent such
extensions were approved by Seller, which consent shall not unreasonably be
withheld, and (iii) upgrading such cable plant, but only to the extent such
upgrades are required under the Social Contract. If Buyer has so elected to
terminate the Beneficial Arrangement, Seller shall reimburse to Buyer an amount
equal to all capital expenditures included in the Nonconsent Franchise Cash Flow
Amount (plus interest on such capital expenditure amount at a rate equal to the
prime rate of interest of The Chase Manhattan Bank plus 2.0%), and an amount
equal to the unremitted cumulative Nonconsent Franchise Cash Flow Amount
(calculated without taking into account capital expenditures), if any, existing
on the date of termination.

         (h)    The parties agree to cooperate in the negotiation, execution and
delivery of such signal sharing or similar agreements on commercially reasonable
terms as may be necessary or appropriate due to the existence of a Nonconsent
Franchise and any nontransfer of Tangible Personal Property or Real Property
associated therewith.


                                  Article 7.

                             Conditions Precedent
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     Section 7.1 Conditions to Buyer's Obligations. The obligations of Buyer to
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consummate the transactions contemplated by this Agreement shall be subject to
the following conditions, any one or more of which may be waived by Buyer, in
its sole discretion:

         (a)    Accuracy of Representations and Warranties. The representations
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and warranties of Seller in this Agreement (disregarding all qualifications and
exceptions contained therein relating to materiality, however phrased) shall be
true and accurate in all material respects at and as of Closing with the same
effect as if made at and as of Closing, except for changes contemplated under
this Agreement and except for representations and warranties made only at and as
of a certain date which shall have been true and accurate in all material
respects as of such date.

         (b)    Performance of Agreements. Seller shall have performed in all
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material respects all obligations and agreements and complied in all material
respects with all covenants in this Agreement to be performed and complied with
by it at or before Closing, the Seller Subsidiaries shall have performed in all
material respects their

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