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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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              (iii) program and air cross-channel promotions (provided that the
     number and types of such promotions shall be similar to those distributed
     on other similarly situated systems owned and managed by TWC or its

provided, however, that in taking any of the foregoing actions TWC shall give
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due consideration to community viewing habits, channel capacity considerations,
franchise requirements and reasonable requests or proposals of Renaissance.

     (b) TWC shall pay to all providers of Qualified Program Services (as
defined below) for the Systems all fees and charges payable for the Systems'
carriage of such Program Services.

     3.2  Certain Restrictions.  Renaissance acknowledges that the terms of
programming contracts and other arrangements between TWC and Program Service
providers place certain restrictions on the content or combination of Program
Services, advertising and programming rates that TWC may in turn provide to the
Systems.  TWC shall have no obligation to take or permit any action in its
performance of its duties hereunder which might result in a breach or violation
under the terms of any such contract or arrangement.  Upon receipt by
Renaissance of notice of any circumstances which might result in such a breach
or violation, Renaissance shall take such commercially reasonable actions as
shall be necessary to avoid any such breach or violation.  If in the good faith
judgment of TWC any such action taken or to be taken by Renaissance does not or
will not fully cure the breach or violation at issue under such contract or
arrangement, then TWC may terminate this Agreement in accordance with Section
2.3 above.