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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
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mailed, upon the earlier of three days after deposit in the mail and the date of
delivery as shown by the return receipt therefor.

     8.5  Assignment. Renaissance shall not assign this Agreement without the
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prior written consent of TWC.  TWC shall not assign this Agreement without the
prior written consent of Renaissance, except to any Time Warner Company or any
Affiliate in which case the consent of Renaissance shall not be required.  Any
permitted transferee shall assume the transferor's obligations and succeed to
all of the transferor's rights hereunder.

     8.6  Integration.  This Agreement constitutes the entire Agreement and
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understanding between the parties with respect to the subject matter hereof, and
may not be altered or amended except by an agreement in writing executed by both
parties hereto.

     8.7  Waiver.  No waiver of any provision of or right under this Agreement
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shall be effective unless in writing and executed by the waiving party, and any
such written waiver shall be effective only with respect to the matter so waived
and not as to any other or subsequent matter.  All rights and remedies of any
party under this Agreement are cumulative of, and not exclusive of, any rights
or remedies otherwise available, and the exercise of any of such rights or
remedies shall not bar the exercise of any other rights or remedies.

     8.8  No Third Party Beneficiaries:  Except as otherwise expressly provided
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herein, the parties intend and agree that no person or entity shall be a third
party beneficiary of this Agreement.  Any agreement to take any action or to pay
any amount, express or implied, contained in this Agreement, shall be only for
the benefit of Renaissance and TWC and their respective permitted successors and
assigns, and such agreements shall not inure to the benefit of any other person
or entity.

     8.9  Governing Law. This Agreement shall be governed by the laws of the
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State of New York without regard to the principles of conflicts of laws.  TWC
and Renaissance agree that the federal and state courts located in the State of
New York shall have non-exclusive subject matter jurisdiction over any action in
connection with this Agreement and, by execution hereof, voluntarily submit to
personal jurisdiction of such courts.

     TWC and Renaissance have executed this Agreement effective as of the
Effective Date.

TWC:                     TIME WARNER CABLE, a Division of Time Warner
                         Entertainment Company, L.P., a Delaware limited
                         partnership

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