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RENAISSANCE MEDIA GROUP LLC filed this Form 424B3 on 03/01/1999
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     6.3 Cooperation; Commercially Reasonable Efforts. Without limiting any of
the obligations of the parties hereunder, the parties shall cooperate with each
other and their respective counsel, accountants, agents and other
representatives in all commercially reasonable respects in connection with any
actions required to be taken as part of their respective obligations under this
Agreement, and otherwise use their commercially reasonable efforts to consummate
the transactions contemplated hereby and to fulfill their obligations hereunder
as expeditiously as practicable. Charter shall provide to Holdings such
information relating to Charter and its Subsidiaries and their businesses and
operations as Holdings shall reasonably request.

     6.4 Consents.

     (a) Following the execution hereof, until the Closing Date, Group shall use
its best efforts, and shall cause the Renaissance Companies to use their best
efforts, and Charter shall use its best efforts, and shall cause Buyer to use
its best efforts, to obtain as expeditiously as possible all Consents required
to be obtained by the Renaissance Companies, including Consents under the
Franchises, FCC Licenses and Contracts of the Renaissance Companies. Group
shall, and shall cause the Renaissance Companies to, and Charter shall, and
shall cause Buyer to, prepare and file, or cause to be prepared and filed,
within fifteen (15) days after the date hereof (subject to extension for a
period of up to an additional ten (10) days, if reasonably necessary for a party
to complete its application), all applications (including FCC Forms 394 or other
appropriate forms) required to be filed with the FCC and any Franchising
Authority that are necessary for the transfer of control to Buyer in connection
with the consummation of the transactions contemplated by this Agreement of the
Franchises and the FCC Licenses identified in Schedule 3.8. The parties shall
also make appropriate requests, as soon as practicable after the date hereof,
for any Consents required under any Contract (other than the Debt Documents,
which shall be governed by Section 6.7). If, notwithstanding their best efforts,
Group and the other Renaissance Companies are unable to obtain any of the
Consents, none of the Renaissance Companies nor Holdings shall be liable to
Buyer or Charter for any breach of covenant, and, for the avoidance of doubt,
after the Closing, Holdings shall not have any obligation with respect to
obtaining any Consents or any liability for the failure of such Consents to be
obtained. Except as expressly set forth in Section 6.4(b) below, nothing herein
shall require the expenditure or payment of any funds (other than in respect of
normal and usual attorneys fees, filing fees or other normal costs of doing
business) or the giving of any other consideration by Buyer, Charter, Holdings
or, prior to consummation of the Closing, any Renaissance Company, or any
adjustment to the Cash Consideration to be paid to Holdings.

     (b) (i) Without limiting Section 6.4(b)(i), (ii) or (iii), each of Buyer
and Charter agrees that if in connection with the process of obtaining any
Consent, a Governmental Authority or other Person purports to require any
condition or any change to a Franchise, License or Contract to which such
Consent relates that would be applicable to any of Buyer, Charter or any
Renaissance Company as a requirement for granting its Consent, which condition
or change involves a monetary payment or commitment to such Governmental
Authority or other Person, either of Buyer and Charter, on the one hand, or
Holdings, on the other hand, may elect, in its