Common use of Required Consents; Franchise Renewal Clause in Contracts

Required Consents; Franchise Renewal. (a) Each party will use its commercially reasonable efforts to obtain in writing as promptly as possible and at its expense, all of its Required Consents in form and substance reasonably satisfactory to the other party, and will deliver to the other party copies of such Required Consents promptly after they are obtained by such party; provided however that each party will afford the other party the opportunity to review, approve and revise the form of Required Consent prior to delivery to the party whose consent is sought. Each party will cooperate with the other party in its efforts to obtain its Required Consents, but neither party will be required to accept or agree or accede to any condition to transfer of any Asset, or any modifications or amendments to any of the System Franchises, System Licenses, System Contracts or leases or documents evidencing Leased Property or Other Real Property Interests of its Cable Business that, in either case, would make, or are reasonably likely to make, the underlying instrument materially more onerous in any respect or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the instrument in respect of which the consent relates. As soon as practicable after the date of this Agreement, but in any event no later than 20 days after the date of this Agreement, the parties will cooperate with each other to complete, execute and deliver, or cause to be completed, executed and delivered to the appropriate Governmental Authority, a request for such Governmental Authority's consent to transfer each System Franchise as to which such consent is required. (b) Each party will use commercially reasonable efforts to obtain and will cooperate with the other to obtain renewals or extensions of any System Franchise for which a valid notice of renewal pursuant to the formal renewal procedures established by Section 626 of the Cable Act has not been timely delivered to the appropriate Governmental Authority for a period expiring no earlier than three years after the date of this Agreement. (c) Each of AT&T Illinois and Insight will use commercially reasonable efforts to obtain and cooperate with the other to obtain renewals or extensions for a period expiring no earlier than two years after the date of this Agreement of any System Franchise which is expired or has a term of less than one year remaining as of the date of this Agreement. In addition, Insight will use commercially reasonable efforts to obtain an extension of the lease for the Claremont Insight System headend for a period expiring no earlier than May 31, 2001. (d) Each party will cooperate with the other in such other party's efforts to obtain renewals or extensions of any System Franchises pursuant to Section 7.5(b) or (c), but neither party will be required to accept or agree or accede to any renewal or extended System Franchise that contains terms that would make, or are reasonably likely to make, the System Franchise that is being renewed or extended materially more onerous in any respect or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the System Franchise that is being renewed or extended. Insight shall make such decision with respect to the AT&T System Franchises and AT&T Illinois shall make such decision with respect to the Insight Systems Franchises. (e) Notwithstanding Section 7.5(a), no party will have any further obligation to obtain Required Consents: (i) with respect to license agreements relating to pole attachments where the licensing party will not, after the assigning party's exercise of commercially reasonable efforts, consent to an assignment of such license agreement but requires that the proposed assignee enter into a new agreement with such licensing authority, in which case the proposed assignee shall use its commercially reasonable efforts to enter into such agreement prior to the Closing or as soon as practicable thereafter and the party to the license agreement will cooperate with and assist the other party in obtaining such agreements; provided however that the proposed assignee's commercially reasonable efforts shall not require it to take any action of the type that such party is not required to take pursuant to this Section 7.5; and (ii) for any business radio license which such party reasonably expects can be obtained within 120 days after the Closing and so long as a temporary authorization is available to the other party under FCC rules with respect thereto.

Required Consents; Franchise Renewal. (a) Each party RMG will use its commercially reasonable efforts to (i) obtain in writing as promptly as possible and at its expense, all of its the Required Consents and any other consent, authorization or approval required to be obtained by RMG in form and substance reasonably satisfactory to connection with the other partytransactions contemplated by this Agreement, and will deliver to the other party Charter copies of such Required Consents and such other consents, authorizations or approvals promptly after they are obtained by such partyRMG and (ii) give any required written notice in connection with the transactions; provided however provided, that each party RMG will afford the other party Charter the opportunity to review, approve and revise the form of letter or application proposed to request the Required Consent or form of written notice prior to delivery to the party Third Party or the Affiliate of RMG whose consent is soughtsought or to whom such notification is required. Each party All documents delivered or filed with any Governmental Authority or any Person by or on behalf of RMG pursuant to this Section 7.5.1, when so delivered or filed, will be correct, current and complete in all material respects. Charter will cooperate with the other party in its efforts RMG to obtain its all Required Consents, but neither party Consents and Charter shall not intentionally take any action or steps that would prejudice or jeopardize the obtaining of any Required Consent. RMG will be required to not accept or agree or accede to any condition to transfer of any Asset, or any modifications or amendments to, or the imposition of any condition to the transfer of, any of the System Franchises, System Licenses, Licenses or System Contracts or leases or documents evidencing Leased Property or Other Real Property Interests of its the Cable Business thatthat are not acceptable to Charter. Notwithstanding the foregoing, in either case, would make, or are reasonably likely to make, the underlying instrument materially more onerous in any respect or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the instrument in respect of which the consent relates. As as soon as practicable after the date of this AgreementAgreement (and in no event more than fifteen (15) Business Days hereafter), but in any event no later than 20 days after the date of this Agreement, the parties Charter will cooperate with each other RMG to complete, execute and deliver, or cause to be completed, executed and delivered delivered, to the appropriate Governmental Authority, a request FCC Form 394 with respect to each System Franchise other than any such Governmental Authority that the Parties have agreed will not initially receive FCC Form 394; provided, that if RMG subsequently requests that FCC Form 394 be completed, executed and delivered to any appropriate Governmental Authority that did not initially receive a FCC Form 394 for any System Franchise, then the Parties will cooperate to complete, execute and deliver a FCC Form 394 to such Governmental Authority as soon as practicable but in any event within fifteen (15) Business Days after RMG has made such request. Without the prior consent of the Charter, RMG shall not agree with any Governmental Authority to extend or to toll the time limits applicable to such Governmental Authority's consent to transfer each System Franchise as to which such consent is required. (b) Each party will use commercially reasonable efforts to obtain and will cooperate with the other to obtain renewals or extensions consideration of any System Franchise for which a valid notice of renewal pursuant to the formal renewal procedures established by Section 626 of the Cable Act has not been timely delivered to the appropriate Governmental Authority for a period expiring no earlier than three years after the date of this Agreement. (c) Each of AT&T Illinois and Insight will use commercially reasonable efforts to obtain and cooperate with the other to obtain renewals or extensions for a period expiring no earlier than two years after the date of this Agreement of any System Franchise which is expired or has a term of less than one year remaining as of the date of this Agreement. In addition, Insight will use commercially reasonable efforts to obtain an extension of the lease for the Claremont Insight System headend for a period expiring no earlier than May 31, 2001. (d) Each party will cooperate with the other in such other party's efforts to obtain renewals or extensions of any System Franchises pursuant to Section 7.5(b) or (c), but neither party will be required to accept or agree or accede to any renewal or extended System Franchise that contains terms that would make, or are reasonably likely to make, the System Franchise that is being renewed or extended materially more onerous in any respect or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the System Franchise that is being renewed or extended. Insight shall make such decision with respect to the AT&T System Franchises and AT&T Illinois shall make such decision with respect to the Insight Systems Franchises. (e) Notwithstanding Section 7.5(a), no party will have any further obligation to obtain Required Consents: (i) with respect to license agreements relating to pole attachments where the licensing party will not, after the assigning party's exercise of commercially reasonable efforts, consent to an assignment of such license agreement but requires that the proposed assignee enter into a new agreement FCC Form 394 filed with such licensing authority, in which case the proposed assignee shall use its commercially reasonable efforts to enter into such agreement prior to the Closing or as soon as practicable thereafter and the party to the license agreement will cooperate with and assist the other party in obtaining such agreements; provided however that the proposed assignee's commercially reasonable efforts shall not require it to take any action of the type that such party is not required to take pursuant to this Section 7.5; and (ii) for any business radio license which such party reasonably expects can be obtained within 120 days after the Closing and so long as a temporary authorization is available to the other party under FCC rules with respect theretoGovernmental Authority.

Required Consents; Franchise Renewal. (a) Each party Prior to the Closing, the Sellers will cause the Partnership to use its commercially reasonable efforts to obtain in writing as promptly as possible and at its expense, all of its the Required Consents in form and substance reasonably satisfactory to the other partyBuyer, and will deliver to the other party Buyer copies of such Required Consents promptly after they are obtained by such party; provided however that each party will afford the other party the opportunity to review, approve and revise the form of Required Consent prior to delivery to the party whose consent is soughtobtained. Each party Buyer will cooperate with the other party Sellers and the Partnership in its their efforts to obtain its the Required Consents, but neither party ; provided that Buyer will not be required to accept or agree or accede to any condition to transfer of any Asset, or any modifications or amendments to, or the imposition of any condition to the transfer of control of, any of the material System Franchises, System Licenses, System Contracts Contracts, or leases or documents evidencing Leased Real Property or Other Real Property Interests of its Cable Business thatInterests, that in either case, would make, or are reasonably likely to make, the underlying instrument materially more onerous in any respect or that would materially reducereduce in any respect, or are reasonably likely to materially reducereduce in any respect, the benefits available under the instrument in respect of which the consent relates. As soon as practicable after the date of this Agreement, but in any event no later than 20 Within 45 days after the date of this Agreement, the parties General Partner, in its capacity as the representative of the Sellers, and Buyer will cooperate with each other to complete, execute and deliver, or cause to be completed, executed and delivered to the appropriate Governmental AuthorityAuthority or other Person, a request for an application on FCC Form 394 (or other appropriate form) and appropriate letters of transmittal requesting such Governmental Authority's or other Person's consent to transfer of control of each System Franchise Franchise, System License, System Contract, or lease or document evidencing Leased Real Property or Other Real Property Interest as to which such consent is required. . The parties agree that without the Sellers' and Buyer's prior consent, no notice or application or similar document filed with a Governmental Authority or other Person for the purpose of requesting a Required Consent (bincluding any FCC Form 394 filed hereunder with respect to a System Franchise) Each or notifying such party of the transactions contemplated by this Agreement will use commercially reasonable efforts to obtain state that the purchase and sale of the Purchased Interests, contribution of the Contributed Interests and the Closing hereunder are conditioned on or will cooperate with the other to obtain renewals or extensions necessarily result in consummation of any System Franchise for which a valid notice transaction other than the transactions contemplated by this Agreement or will request that any such Required Consent be conditioned on consummation of renewal pursuant to any transaction other than the formal renewal procedures established by Section 626 occurrence of the Cable Act has Closing hereunder, and Sellers and Buyer will not been timely delivered to the appropriate Governmental Authority for a period expiring no earlier than three years after the date of this Agreement. (c) Each of AT&T Illinois and Insight will use commercially reasonable efforts to obtain and cooperate with the other to obtain renewals or extensions for a period expiring no earlier than two years after the date of this Agreement of any System Franchise which is expired or has a term of less than one year remaining as of the date of this Agreement. In addition, Insight will use commercially reasonable efforts to obtain an extension of the lease for the Claremont Insight System headend for a period expiring no earlier than May 31, 2001. (d) Each party will cooperate with the other in such other party's efforts to obtain renewals or extensions of any System Franchises pursuant to Section 7.5(b) or (c), but neither party will be required to accept or agree or accede to any renewal or extended System Franchise that contains terms that would make, or are reasonably likely to make, the System Franchise a Required Consent that is being renewed so conditioned without the Sellers' or extended materially more onerous in any respect or that would materially reduceBuyer's consent, or are reasonably likely to materially reduce, the benefits available under the System Franchise that is being renewed or extended. Insight shall make such decision with respect to the AT&T System Franchises and AT&T Illinois shall make such decision with respect to the Insight Systems Franchisesrespectively. (e) Notwithstanding Section 7.5(a), no party will have any further obligation to obtain Required Consents: (i) with respect to license agreements relating to pole attachments where the licensing party will not, after the assigning party's exercise of commercially reasonable efforts, consent to an assignment of such license agreement but requires that the proposed assignee enter into a new agreement with such licensing authority, in which case the proposed assignee shall use its commercially reasonable efforts to enter into such agreement prior to the Closing or as soon as practicable thereafter and the party to the license agreement will cooperate with and assist the other party in obtaining such agreements; provided however that the proposed assignee's commercially reasonable efforts shall not require it to take any action of the type that such party is not required to take pursuant to this Section 7.5; and (ii) for any business radio license which such party reasonably expects can be obtained within 120 days after the Closing and so long as a temporary authorization is available to the other party under FCC rules with respect thereto.

Required Consents; Franchise Renewal. (a) 7.7.1. Each party Party will use its commercially reasonable efforts to (i) obtain in writing writing, as promptly as possible and at its expense, all of its the Required Consents of such Party, other than consents in form and substance reasonably satisfactory connection with multiple dwelling unit agreements, required to be obtained by such Party in connection with the other partytransactions contemplated by this Agreement, and will deliver to the other party Parent copies of such Required Consents and such other consents, authorizations or approvals promptly after they are obtained by such partyParty, and (ii) give any required written notice in connection with the transactions; provided however that each party such Party will afford the other party Parent the opportunity to review, approve and revise comment on the form of letter or application proposed to request the Required Consent or form of written notice prior to delivery to the party Person whose consent is soughtsought or to whom such notification is required. All documents delivered or filed with any Governmental Authority or any Person by or on behalf of such Party pursuant to this Section 7.7.1, when so delivered or filed, will be correct, current and complete in all material respects. Each party Party will cooperate with the other party in its efforts Parties to obtain all Required Consents and no Party shall intentionally take any action or steps that would prejudice or jeopardize the obtaining of any Required Consent. 7.7.2. AT&T and its Required Consents, but neither party Affiliates will be required to not accept or agree or accede to any condition to transfer of any Asset, or any modifications or amendments to, or the imposition of any condition to the transfer of, any of the AT&T System Franchises, AT&T System Licenses, Licenses or AT&T System Contracts or leases or documents evidencing Leased Property or Other Real Property Interests of that are not reasonably acceptable to Comcast. Notwithstanding the foregoing, Comcast and its Cable Business that, in either case, would make, or are reasonably likely to make, the underlying instrument materially more onerous in any respect or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the instrument in respect of which the consent relates. As soon as practicable after the date of this Agreement, but in any event no later than 20 days after the date of this Agreement, the parties Affiliates will cooperate with each other AT&T and its Affiliates, and AT&T and its Affiliates and Comcast and its Affiliates will use commercially reasonable efforts to complete, execute and deliver, or cause to be completed, executed and delivered delivered, to the appropriate Governmental Authority, a request for such Governmental Authority's consent FCC Form 394 to transfer the extent not previously filed with respect to each System Franchise as to which such consent is required. included among the AT&T Assets within thirty (b30) Each party will use commercially reasonable efforts to obtain and will cooperate with the other to obtain renewals or extensions of any System Franchise for which a valid notice of renewal pursuant to the formal renewal procedures established by Section 626 of the Cable Act has not been timely delivered to the appropriate Governmental Authority for a period expiring no earlier than three years days after the date of this Agreement. Without the prior consent of Comcast, AT&T and its Affiliates shall not agree with any Governmental Authority to extend or to toll the time limits applicable to such Governmental Authority's consideration of any FCC Form 394 filed with such Governmental Authority. (c) Each 7.7.3. Notwithstanding the provisions of Sections 7.7.1 and 7.7.2, AT&T Illinois and Insight will use commercially reasonable efforts to obtain and cooperate with the other to obtain renewals or extensions for a period expiring no earlier than two years after the date of this Agreement of any System Franchise which is expired or has a term of less than one year remaining as of the date of this Agreement. In addition, Insight will use commercially reasonable efforts to obtain an extension of the lease for the Claremont Insight System headend for a period expiring no earlier than May 31, 2001. (d) Each party will cooperate with the other in such other party's efforts to obtain renewals or extensions of any System Franchises pursuant to Section 7.5(b) or (c), but neither party will be required to accept or agree or accede to any renewal or extended System Franchise that contains terms that would make, or are reasonably likely to make, the System Franchise that is being renewed or extended materially more onerous in any respect or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the System Franchise that is being renewed or extended. Insight shall make such decision with respect to the AT&T System Franchises and AT&T Illinois shall make such decision with respect to the Insight Systems Franchises. (e) Notwithstanding Section 7.5(a), no party will not have any further obligation to obtain AT&T Required Consents: (ia) with respect to license agreements relating to pole attachments where the licensing party authority will not, after the assigning party's exercise of commercially reasonable efforts, not consent to an assignment or change of control of such license agreement but requires that the proposed assignee Transferred Entity enter into a new agreement with such licensing authorityauthority on terms that are not materially less favorable in the aggregate to the Transferred Entity, in which case the proposed assignee Transferred Entity shall use its commercially reasonable efforts to enter into such agreement, provided such agreement is reasonably acceptable to Comcast, prior to the Closing or as soon as practicable thereafter thereafter, and the party to the license agreement AT&T and its Existing Affiliates will cooperate with and assist the other party Transferred Entity in obtaining such agreements; provided however that the proposed assignee's commercially reasonable efforts shall not require it to take any action of the type that such party is not required to take pursuant to this Section 7.5; and (iib) for any business radio license or any private operational fixed service ("POFS") microwave license which such party would reasonably expects can be expected to be obtained within 120 one hundred twenty (120) days after the Closing and so long as a conditional temporary authorization (for a business radio license) or a special temporary authorization (for a POFS microwave license) is available to obtained by the other party Transferred Entity under FCC rules with respect thereto; (c) with respect to Contracts evidencing AT&T Leased Property, if, with the consent of Comcast, AT&T causes the applicable Transferred Entity to obtain and make operational prior to the Closing substitute Leased Property that is, and that is leased on terms that are, reasonably satisfactory to Comcast; (d) with respect to Contracts evidencing leased AT&T Tangible Personal Property that is material to AT&T's Cable Business, if, with the consent of Comcast, AT&T causes the applicable Transferred Entity to obtain and make operational prior to the Closing substitute AT&T Tangible Personal Property that is reasonably satisfactory to Comcast. (a) Upon the written request of Comcast, if and to the extent that any Required Consents have not been obtained on or prior to the Closing (whether or not any Party shall have waived satisfaction of the condition to the Closing set forth in Section 8.2.5 or Section 8.3.5), subsequent to the Closing, AT&T will continue to use commercially reasonable efforts to obtain in writing, as promptly as possible, such AT&T Required Consents and will deliver copies of the same, reasonably satisfactory in form and substance, to Comcast. The obligations set forth in this Section 7.7.4 will survive the Closing. (b) This Agreement shall not constitute an agreement to assign to any Transferred Entity in the Internal Restructuring any Asset or any claim or right or any benefit arising thereunder or resulting therefrom without the consent of a Third Party thereto if such assignment without such consent would constitute a breach or other contravention of such Asset or in any way adversely affect the rights of the Transferred Entity thereunder. If any AT&T Required Consent (except AT&T Required Consents for AT&T Systems Franchises), relating to the assignment of an AT&T Asset to a Transferred Entity shall not have been obtained prior to Closing, AT&T and Comcast will cooperate in a mutually agreeable arrangement under which, to the extent practicable and permitted by such agreement and applicable law, the Transferred Entity will obtain the benefits and be responsible for the obligations in accordance with this Agreement in respect of such AT&T Asset or any claim or right or any benefit arising thereunder the assignment of which without the consent of the Third Party thereto would constitute a breach or other contravention of such AT&T Asset or in any way adversely affect the rights of the Transferred Entity thereunder, including sub-contracting, sub-licensing, or sub-leasing to the Transferred Entity, or under which AT&T will enforce for the benefit of the Transferred Entity, with the Transferred Entity assuming AT&T's and its Affiliates' obligations, any and all rights of AT&T and its Affiliates against the Third Party in question. AT&T and its Affiliates will promptly pay to the Transferred Entity, when received, all monies received by AT&T and its Affiliates in respect of any such AT&T Asset or any claim or right or any benefit arising thereunder and the Transferred Entity shall promptly pay or perform any obligations in respect of any such AT&T Asset. 7.7.5. AT&T and its Affiliates shall not be required to make any payment (other than customary filing and similar fees) to a Person from whom consent is sought in order to obtain such consent and Comcast shall not be obligated to reimburse AT&T or any of its Affiliates for any payment so made.

Required Consents; Franchise Renewal. (a) Each party 0.40.1. Prior to the Closing, the Sellers will cause the Partnership to use its commercially reasonable efforts to obtain in writing as promptly as possible and at its expense, all of its the Required Consents in form and substance reasonably satisfactory to the other partyBuyer, and will deliver to the other party Buyer copies of such Required Consents promptly after they are obtained by such party; provided however that each party will afford the other party the opportunity to review, approve and revise the form of Required Consent prior to delivery to the party whose consent is soughtobtained. Each party Buyer will cooperate with the other party Sellers and the Partnership in its their efforts to obtain its the Required Consents, but neither party ; provided that Buyer will not be required to accept or agree or accede to any condition to transfer of any Asset, or any modifications or amendments to, or the imposition of any condition to the transfer of control of, any of the material System Franchises, System Licenses, System Contracts Contracts, or leases or documents evidencing Leased Real Property or Other Real Property Interests of its Cable Business thatInterests, that in either case, would make, or are reasonably likely to make, the underlying instrument materially more onerous in any respect or that would materially reducereduce in any respect, or are reasonably likely to materially reducereduce in any respect, the benefits available under the instrument in respect of which the consent relates. As soon as practicable after the date of this Agreement, but in any event no later than 20 Within 45 days after the date of this Agreement, the parties General Partner, in its capacity as the representative of the Sellers, and Buyer will cooperate with each other to complete, execute and deliver, or cause to be completed, executed and delivered to the appropriate Governmental AuthorityAuthority or other Person, a request for an application on FCC Form 394 (or other appropriate form) and appropriate letters of transmittal requesting such Governmental Authority's or other Person's consent to transfer of control of each System Franchise Franchise, System License, System Contract, or lease or document evidencing Leased Real Property or Other Real Property Interest as to which such consent is required. The parties agree that without the Sellers' and Buyer's prior consent, no notice or application or similar document filed with a Governmental Authority or other Person for the purpose of requesting a Required Consent (including any FCC Form 394 filed hereunder with respect to a System Franchise) or notifying such party of the transactions contemplated by this Agreement will state that the purchase and sale of the Purchased Interests, contribution of the Contributed Interests and the Closing hereunder are conditioned on or will necessarily result in consummation of any transaction other than the transactions contemplated by this Agreement or will request that any such Required Consent be conditioned on consummation of any transaction other than the occurrence of the Closing hereunder, and Sellers and Buyer will not be required to accept a Required Consent that is so conditioned without the Sellers' or Buyer's consent, respectively. (b) Each party 0.40.2. Prior to the Closing, each Seller will use commercially reasonable efforts to obtain in writing as promptly as possible all of the Required Consents required to be obtained by such Seller, in form and substance reasonably satisfactory to Buyer, and will cooperate with the other deliver to obtain renewals or extensions Buyer copies of such Required Consents promptly after they are obtained. No Seller will take any System Franchise for which a valid notice of renewal pursuant to the formal renewal procedures established by Section 626 of the Cable Act has not been timely delivered to the appropriate Governmental Authority for a period expiring no earlier than three years after the date of this Agreement. (c) Each of AT&T Illinois and Insight will use commercially reasonable efforts to obtain and cooperate with the other to obtain renewals or extensions for a period expiring no earlier than two years after the date of this Agreement of any System Franchise which is expired or has a term of less than one year remaining as of the date of this Agreement. In addition, Insight will use commercially reasonable efforts to obtain an extension of the lease for the Claremont Insight System headend for a period expiring no earlier than May 31, 2001. (d) Each party will cooperate with the other in such other party's efforts to obtain renewals or extensions of any System Franchises pursuant to Section 7.5(b) or (c), but neither party will be required to accept or agree or accede to any renewal or extended System Franchise that contains terms action that would make, or are reasonably likely to make, result in the System Franchise that is condition set forth in Section 6.1(a) not being renewed or extended materially more onerous in any respect or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the System Franchise that is being renewed or extended. Insight shall make such decision satisfied with respect to such Seller at the AT&T System Franchises Closing. All documents delivered or filed with any Governmental Authority or any Person by or on behalf of the Partnership, any Subsidiary or the Partnership Systems pursuant to this Section, when so delivered or filed, will be correct, current and AT&T Illinois shall make such decision complete in all material respects. Sellers will cause the Partnership, any Subsidiary and the Partnership Systems to cooperate with respect to the Insight Systems Franchises. (e) Notwithstanding Section 7.5(a), no party will have any further obligation Buyer to obtain all Required Consents: (i) with respect to license agreements relating to pole attachments where the licensing party will not, after the assigning party's exercise of commercially reasonable efforts, consent to an assignment of such license agreement but requires that the proposed assignee enter into a new agreement with such licensing authority, in which case the proposed assignee Consents and no Party shall use its commercially reasonable efforts to enter into such agreement prior to the Closing or as soon as practicable thereafter and the party to the license agreement will cooperate with and assist the other party in obtaining such agreements; provided however that the proposed assignee's commercially reasonable efforts shall not require it to intentionally take any action or steps that would prejudice or jeopardize the obtaining of the type that such party is not required to take pursuant to this Section 7.5; and (ii) for any business radio license which such party reasonably expects can be obtained within 120 days after the Closing and so long as a temporary authorization is available to the other party under FCC rules with respect thereto.any

Required Consents; Franchise Renewal. (a) 7.5.1. Each party Party will use its commercially reasonable efforts to (i) obtain in writing as promptly as possible and at its expense, all of its the Required Consents and any other consent, authorization or approval required to be obtained by such Party or its Affiliates in form and substance reasonably satisfactory to connection with the other partytransactions contemplated by this Agreement, and will deliver to the other party Party copies of such Required Consents and such other consents, authorizations or approvals promptly after they are obtained by such partyParty and (ii) give any required written notice in connection with the transactions; provided however provided, that each party Party will afford the other party Party the opportunity to review, approve and revise the form of letter or application proposed to request the Required Consent or form of written notice prior to delivery to the party Third Party or the Affiliate of a Party whose consent is soughtsought or to whom such notification is required. All documents delivered or filed with any Governmental Authority or any Person by or on behalf of such Party pursuant to this Section 7.5.1, when so delivered or filed, will be correct, current and complete in all material respects. Each party Party will cooperate with the other party in its efforts Party to obtain its all Required ConsentsConsents and no Party shall intentionally take any action or steps that would prejudice or jeopardize the obtaining of any Required Consent. IPWT will, but neither party and will be required to cause IPSE and RMG to, not accept or agree or accede to any condition to transfer of any Asset, or any modifications or amendments to, or the imposition of any condition to the transfer of, any of the System Franchises, System Licenses, Licenses or System Contracts or leases or documents evidencing Leased Property or Other Real Property Interests of its the Cable Business thatthat are not acceptable to Charter. Notwithstanding the foregoing, in either case, would make, or are reasonably likely to make, the underlying instrument materially more onerous in any respect or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the instrument in respect of which the consent relates. As as soon as practicable after the date of this AgreementAgreement (and in no event more than fifteen (15) Business Days hereafter), but in any event no later than 20 days after the date of this Agreement, the parties each Party will cooperate with each the other to complete, execute and deliver, or cause to be completed, executed and delivered delivered, to the appropriate Governmental Authority, a request FCC Form 394 with respect to each System Franchise other than any such Governmental Authority that the Parties have agreed will not initially receive FCC Form 394; provided, that if either Party subsequently requests that FCC Form 394 be completed, executed and delivered to any appropriate Governmental Authority that did not initially receive a FCC Form 394 for any System Franchise, then the Parties will cooperate to complete, execute and deliver a FCC Form 394 to such Governmental Authority as soon as practicable but in any event within fifteen (15) Business Days after a Party has made such request. Without the prior consent of the other Party, neither Party shall agree with any Governmental Authority to extend or to toll the time limits applicable to such Governmental Authority's consent to transfer each System Franchise as to which consideration of any FCC Form 394 filed with such consent is requiredGovernmental Authority. (b) 7.5.2. Each party Party will use commercially reasonable efforts to obtain and will cooperate with the other Party to obtain renewals a renewal or extensions extension of any System Franchise (for a period expiring no earlier than three years after the Closing Date) for which a valid notice of renewal pursuant to the formal renewal procedures established by Section 626 of the Cable Act has not been timely delivered to the appropriate Governmental Authority for a period expiring and no earlier than three years after written confirmation has been received from such Governmental Authority that the date of this Agreement. (c) Each of AT&T Illinois and Insight will use commercially reasonable efforts to obtain and cooperate with the other to obtain renewals or extensions for a period expiring no earlier than two years after the date of this Agreement of any System Franchise which is expired or has a term of less than one year remaining as of the date of this Agreement. In addition, Insight will use commercially reasonable efforts to obtain an extension of the lease for the Claremont Insight System headend for a period expiring no earlier than May 31, 2001. (d) Each party will cooperate with the other in such other party's efforts to obtain renewals or extensions of any System Franchises pursuant to procedures established by Section 7.5(b) or (c), but neither party 626 nonetheless will be required to accept or agree or accede to any renewal or extended System Franchise that contains terms that would make, or are reasonably likely to make, the System Franchise that is being renewed or extended materially more onerous in any respect or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the System Franchise that is being renewed or extended. Insight shall make such decision applicable with respect to the AT&T renewal or extension of such System Franchises and AT&T Illinois shall make such decision with respect to the Insight Systems FranchisesFranchise. (e) 7.5.3. Notwithstanding the provisions of Section 7.5(a)7.5.1, no party Party will have any further obligation to obtain Required Consents: (ia) with respect to license agreements relating to pole attachments where the licensing party authority will not, after the assigning party's exercise of commercially reasonable efforts, not consent to an assignment of such license agreement but requires that the proposed assignee Charter enter into a new agreement with such licensing authority, in which case the proposed assignee Charter shall use its commercially reasonable efforts to enter into such agreement prior to the Closing or as soon as practicable thereafter and the party to the license agreement IPWT will cooperate with and assist the other party Charter in obtaining such agreements; provided however that the proposed assignee's commercially reasonable efforts shall not require it to take any action of the type that such party is not required to take pursuant to this Section 7.5; and (iib) for any business radio license or any private operational fixed service (POFS) microwave license which such party IPWT reasonably expects can be obtained within 120 one hundred twenty (120) days after the Closing and so long as a conditional temporary authorization (for a business radio license) or a special temporary authorization (for a POFS license) is available to the other party obtained by Charter under FCC 42 rules with respect thereto; (c) with respect to Contracts evidencing Leased Property, if, with the consent of Charter, IPWT obtains and makes operational prior to Closing substitute Leased Property that is reasonably satisfactory to Charter; (d) with respect to Contracts evidencing leased Tangible Personal Property that is material to the Cable Business, if, with the consent of Charter, IPWT obtains and makes operational prior to Closing substitute Tangible Personal Property that is reasonably satisfactory to Charter; and (e) with respect to Contracts which are not identified with an asterisk (*) on Schedule 5.3 or 6.3, respectively, if IPWT uses its commercially reasonable efforts to obtain the Required Consent of the other party to such Contract but fails to obtain such consent on or prior to Closing. 7.5.4. If and to the extent that IPWT and Charter, or either of them, fails to obtain all Required Consents identified with an asterisk (*) on Schedule 5.3 or 6.3 (except IPWT Required Consents for the transfer of Systems Franchises which shall be governed by Section 7.5.5) on or prior to the Closing (whether or not Charter or IPWT shall have waived satisfaction of the condition to Closing set forth in Section 8.1.5 or Section 8.2.5, respectively), subsequent to the Closing, IPWT with respect to the Systems and Assets will continue to use commercially reasonable efforts to obtain in writing as promptly as possible such Required Consents and will deliver copies of the same, reasonably satisfactory in form and substance, to Charter. The obligations set forth in this Section will survive the Closing and will not be merged in the consummation of the transactions contemplated hereby. 7.5.5. If less than all of the Required Consents for the transfer of Systems Franchises are obtained as of the Closing Date, then subject to the conditions set forth in Section 4.1(c) of the Common Agreement, the following will occur: (a) The Parties shall negotiate in good faith to reach agreement on one or more operating agreements pursuant to which Charter will operate any IPWT Assets located in the franchise area for the System Franchise for which a Required Consent has not been obtained ("Retained Franchise") and will receive the economic benefits of such operation to the extent not prohibited under the terms thereof, or other compensation as may be agreed upon, which operating agreements shall also contain any required signal sharing arrangements that the Parties, each acting in good faith, may determine to be necessary (the "Operating Agreements"). (b) At the Closing, IPWT shall transfer, convey and assign (the "Primary Transfer") the Shares and all of the IPWT System Assets other than any Retained Franchises. (c) Following the Closing of the Primary Transfer, the parties will continue to use commercially reasonable efforts to obtain on an expedited basis the Required Consents for all Retained Franchises. The Operating Agreements will contain mutually acceptable terms regarding the post-Closing exchange or transfer (a "Subsequent Transfer") of the Retained Franchises after the receipt or failure to receive the Required Consents applicable to such Retained Franchises. (d) All references in this Agreement to the Closing and the Closing Date will mean the Closing and Closing Date of the Primary Transfer except as specifically provided otherwise in this Section 7.5.5(d). Without limiting the foregoing, all representations and warranties (except as to those Required Consents that have not been obtained) made in connection with the Retained Franchises will be made as of the Closing Date rather than the date of the Subsequent Transfer, the other covenants in Article 7 will not apply to the Retained Franchises following the Closing Date, and the Survival Period applicable under Article 11 for all such representations, warranties and covenants will accrue from the Closing Date; provided, that the parties will negotiate in good faith to include appropriate covenants in the Operating Agreements that will apply to the Retained 43

Required Consents; Franchise Renewal. (a) 7.5.1 Each party Party will use its commercially reasonable efforts to (i) obtain in writing as promptly as possible and at its expense, all of its the Required Consents and any other consent, authorization or approval required to be obtained by such Party in form and substance reasonably satisfactory to connection with the other partytransactions contemplated by this Agreement, and will deliver to the other party Party copies of such Required Consents and such other consents, authorizations or approvals promptly after they are obtained by such partyParty and (ii) give any required written notice in connection with the transactions; provided however provided, that each party Party will afford the other party Party the opportunity to review, approve and revise the form of letter or application proposed to request the Required Consent or form of written notice prior to delivery to the party Third Party or the Affiliate of a Party whose consent is soughtsought or to whom such notification is required. All documents delivered or filed with any Governmental Authority or any Person by or on behalf of such Party pursuant to this Section 7.5.1, when so delivered or filed, will be correct, current and complete in all material respects. Each party Party will cooperate with the other party in its efforts Party to obtain its all Required Consents, but neither party Consents and no Party shall intentionally take any action or steps that would prejudice or jeopardize the obtaining of any Required Consent. No Party will be required to accept or agree or accede to any condition to transfer of any Asset, or any modifications or amendments to, or the imposition of any condition to the transfer of, any of the System Franchises, System Licenses, Licenses or System Contracts or leases or documents evidencing Leased Property or Other Real Property Interests of its Cable Business thatthat are not acceptable to the other Party. Notwithstanding the foregoing, in either case, would make, or are reasonably likely to make, the underlying instrument materially more onerous in any respect or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the instrument in respect of which the consent relates. As as soon as practicable after the date of this AgreementAgreement (and in no event more than 15 Business Days hereafter), but in any event no later than 20 days after the date of this Agreement, the parties each Party will cooperate with each other to complete, execute and deliver, or cause to be completed, executed and delivered delivered, to the appropriate Governmental Authority, a request FCC Form 394 with respect to each System Franchise other than any such Governmental Authority that the Parties have agreed will not initially receive FCC Form 394; provided, that if either Party subsequently requests that FCC Form 394 be completed, executed and delivered to any appropriate Governmental Authority that did not initially receive a FCC Form 394 for any System Franchise, then the Parties will cooperate to complete, execute and deliver a FCC Form 394 to such Governmental Authority as soon as practicable but in any event within 15 Business Days after a Party has made such request. Without the prior consent of the other Party, neither Party shall agree with any Governmental Authority to extend or to toll the time limits applicable to such Governmental Authority's consent to transfer each System Franchise as to which consideration of any FCC Form 394 filed with such consent is requiredGovernmental Authority. (b) 7.5.2 Each party Party will use commercially reasonable efforts to obtain and will cooperate with the other Party to obtain renewals a renewal or extensions extension of any System Franchise (for a period expiring no earlier than three years after the Closing Date) for which a valid notice of renewal pursuant to the formal renewal procedures established by Section 626 of the Cable Act has not been timely delivered to the appropriate Governmental Authority for a period expiring and no earlier than three years after written 49 61 confirmation has been received from such Governmental Authority that the date of this Agreement. (c) Each of AT&T Illinois and Insight will use commercially reasonable efforts to obtain and cooperate with the other to obtain renewals or extensions for a period expiring no earlier than two years after the date of this Agreement of any System Franchise which is expired or has a term of less than one year remaining as of the date of this Agreement. In addition, Insight will use commercially reasonable efforts to obtain an extension of the lease for the Claremont Insight System headend for a period expiring no earlier than May 31, 2001. (d) Each party will cooperate with the other in such other party's efforts to obtain renewals or extensions of any System Franchises pursuant to procedures established by Section 7.5(b) or (c), but neither party 626 nonetheless will be required to accept or agree or accede to any renewal or extended System Franchise that contains terms that would make, or are reasonably likely to make, the System Franchise that is being renewed or extended materially more onerous in any respect or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the System Franchise that is being renewed or extended. Insight shall make such decision applicable with respect to the AT&T renewal or extension of such System Franchises and AT&T Illinois shall make such decision with respect to the Insight Systems FranchisesFranchise. (e) 7.5.3 Notwithstanding the provisions of Section 7.5(a)7.5.1, no party Party will have any further obligation to obtain Required Consents: (ia) with respect to license agreements relating to pole attachments where the licensing party authority will not, after the assigning party's exercise of commercially reasonable efforts, not consent to an assignment of such license agreement but requires that the proposed assignee other Party enter into a new agreement with such licensing authority, in which case the proposed assignee other Party shall use its commercially reasonable efforts to enter into such agreement prior to the Closing or as soon as practicable thereafter and the party to the license agreement such Party will cooperate with and assist the other party Party in obtaining such agreements; provided however that the proposed assignee's commercially reasonable efforts shall not require it to take any action of the type that such party is not required to take pursuant to this Section 7.5; and (iib) for any business radio license or any private operational fixed service (POFS) microwave license which such party Party reasonably expects can be obtained within 120 days after the Closing and so long as a conditional temporary authorization (for a business radio license) or a special temporary authorization (for a POFS license) is available to obtained by the other party Party under FCC rules with respect thereto; (c) with respect to Contracts evidencing Leased Property, if, with the consent of the other Party, such Party obtains and makes operational prior to Closing substitute Leased Property that is reasonably satisfactory to the other Party; (d) with respect to Contracts evidencing leased Tangible Personal Property that is material to its Cable Business, if, with the consent of the other Party, such Party obtains and makes operational prior to Closing substitute Tangible Personal Property that is reasonably satisfactory to the other Party; and (e) with respect to Contracts which are not identified with an asterisk (*) on Schedule 5.3 or 6.3, if IPSE, with respect to Contracts relating to IPSE Systems, or Charter, with respect to Contracts relating to Charter Systems, uses its commercially reasonable efforts to obtain the Required Consent of the other party to such Contract but fails to obtain such consent on or prior to Closing. 7.5.4 If and to the extent that IPSE and the Charter Parties, or any of them, fails to obtain all Required Consents identified with an asterisk (*) on Schedule 5.3 (except Required Consents for the transfer of Systems Franchises which shall be governed by Section 7.5.5) on or prior to the Closing (whether or not Charter or IPSE shall have waived satisfaction of the condition to Closing set forth in Section 8.1.5 or Section 8.2.5, respectively), subsequent to the Closing, each of IPSE with respect to its Systems and Assets and the Charter Parties with respect to their Systems and Assets will continue to use commercially reasonable efforts to obtain in writing as promptly as possible such Required Consents and will deliver copies of the same, reasonably satisfactory in form and substance, to the other. The obligations set forth in this Section will survive the Closing and will not be merged in the consummation of the transactions contemplated hereby. 7.5.5 If less than all of the Required Consents for the transfer of Systems Franchises are obtained as of the Closing Date, then subject to the conditions set forth in Sections 4.1(c) and 4.2(d) of the Common Agreement the following will occur: IPSE/Charter Asset Exchange Agreement (a) With respect to each IPSE Systems Franchise for which an IPSE Required Consent has not been obtained as of the Closing Date (including any IPSE Assets that are located in the franchise area for such franchise or relate exclusively to such franchise, an "IPSE Retained Franchise"), the parties will negotiate in good faith to reach agreement on a Charter Systems Franchise (including any Charter Assets that are located in the franchise area for such franchise or relate exclusively to such franchise, a "Charter Matching Franchise") that is to the greatest extent possible, like kind to such IPSE Retained Franchise for purposes of Section 1031 of the Code and the applicable exchange. A Charter Matching Franchise may also be a Charter Retained Franchise. For purposes of this Section 7.5.5, a "Retained Franchise" means either an IPSE Retained Franchise or a Charter Retained Franchise or both, as the context requires, and a "Matching Franchise" means either an IPSE Matching Franchise or a Charter Matching Franchise or both, as the context requires.

Required Consents; Franchise Renewal. (a) 7.5.1. Each party Party will use its commercially reasonable efforts to obtain in writing as promptly as possible and at its expense, all of its the Required Consents and any other consent, authorization or approval required to be obtained by such Party in connection with the transactions contemplated by this Agreement, substantially in the form attached hereto as EXHIBIT 7.5.1 and substance reasonably satisfactory to the other party, and will deliver to the other party Party copies of such Required Consents and such other consents, authorizations or approvals promptly after they are obtained by such partyParty; provided however provided, however, that each party Party will afford the other party Party the opportunity to review, approve and revise the form of Required Consent prior to delivery to the third party whose consent is sought. Each party Party will cooperate with the other party in its efforts Party to obtain its all Required Consents, but neither party . Neither Party will be required to accept or agree or accede to any condition to transfer of any Asset, or any modifications or amendments to, or the imposition of any condition to the transfer of, any of the System Franchises, System Licenses, System Contracts or leases or documents evidencing Leased Property or Other Real Property Interests of its Cable Business thatthat are not acceptable to the other. Notwithstanding the foregoing, in either case, would make, or are reasonably likely to make, the underlying instrument materially more onerous in any respect or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the instrument in respect of which the consent relates. As as soon as practicable after the date of this Agreement, but in any event no later than 20 days after the date of this Agreement, the parties each Party will cooperate with each other to complete, execute and deliver, or cause to be completed, executed and delivered to the appropriate Governmental Authority, a request for such Governmental Authority's consent an FCC Form 394 with respect to transfer each System Franchise as to which such consent Form 394 is required. Without the prior consent of the other Party, neither Party shall agree with any Governmental Authority to extend or to toll the time limits applicable to such Governmental Authority's consideration of the FCC Form 394 filed with such Governmental Authority. (b) 7.5.2. Each party Party will use commercially reasonable efforts to obtain and will cooperate with the other Party to obtain renewals or extensions of any System Franchise for which a valid notice of renewal pursuant to the formal renewal procedures established by Section 626 of the Cable Act has not been timely delivered to the appropriate Governmental Authority for a period expiring no earlier than three years after the date of this AgreementClosing Date. (c) Each of AT&T Illinois and Insight will use commercially reasonable efforts to obtain and cooperate with 7.5.3. Notwithstanding the other to obtain renewals or extensions for a period expiring no earlier than two years after the date of this Agreement of any System Franchise which is expired or has a term of less than one year remaining as of the date of this Agreement. In addition, Insight will use commercially reasonable efforts to obtain an extension of the lease for the Claremont Insight System headend for a period expiring no earlier than May 31, 2001. (d) Each party will cooperate with the other in such other party's efforts to obtain renewals or extensions of any System Franchises pursuant to Section 7.5(b) or (c), but neither party will be required to accept or agree or accede to any renewal or extended System Franchise that contains terms that would make, or are reasonably likely to make, the System Franchise that is being renewed or extended materially more onerous in any respect or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the System Franchise that is being renewed or extended. Insight shall make such decision with respect to the AT&T System Franchises and AT&T Illinois shall make such decision with respect to the Insight Systems Franchises. (e) Notwithstanding Section 7.5(a)foregoing, no party Party will have any further obligation to obtain Required Consents: (ia) with respect to license agreements relating to pole attachments where the licensing party authority will not, after the assigning party's exercise of commercially reasonable efforts, not consent to an assignment of such license agreement but requires that the proposed assignee other Party enter into a new agreement with such licensing authority, in which case the proposed assignee other Party shall use its commercially reasonable efforts to enter into such agreement prior to the Closing or as soon as practicable thereafter and the party to the license agreement such Party will cooperate with and assist the other party Party in obtaining such agreements; provided however that the proposed assignee's commercially reasonable efforts shall not require it to take any action of the type that such party is not required to take pursuant to this Section 7.5; and (iib) for any business radio license which such party Party reasonably expects can be obtained within 120 days after the Closing and so long as a temporary authorization is available to the other party Party under FCC rules with respect thereto.; (c) with respect to Contracts evidencing Leased Property, if, with the consent of the other Party, such Party obtains and makes operational prior to Closing substitute Leased Property that is reasonably satisfactory to the other Party; and (d) with respect to Contracts which are identified with an (*) on SCHEDULE 5.3 or 6.3, if TCA, with respect to Contracts pertaining to a TCA System, or Cable

Required Consents; Franchise Renewal. (a) 7.5.1. Each party Transferor will use its commercially reasonable efforts to (i) obtain in writing writing, as promptly as possible and at its expense, all of its the Required Consents Consents, other than consents in form and substance reasonably satisfactory connection with multiple dwelling unit agreements, required to be obtained by such Transferor in connection with the other partytransactions contemplated by this Agreement, and will deliver to the other party Parent copies of such Required Consents and such other consents, authorizations or approvals promptly after they are obtained by such partyTransferor, and (ii) give any required written notice in connection with the transactions; provided however that each party Transferor will afford the other party Parent the opportunity to review, approve and revise comment on the form of letter or application proposed to request the Required Consent or form of written notice prior to delivery to the party Person whose consent is soughtsought or to whom such notification is required. All documents delivered or filed with any Governmental Authority or any Person by or on behalf of such Transferor pursuant to this Section 7.5.1, when so delivered or filed, will be correct, current and complete in all material respects. Each party Party will cooperate with the other party in its efforts Parties to obtain its all Required Consents, but neither party Consents and no Party shall intentionally take any action or steps that would prejudice or jeopardize the obtaining of any Required Consent. 7.5.2. No Transferor will be required to accept or agree or accede to any condition to transfer of any Asset, or any modifications or amendments to, or the imposition of any condition to the transfer of, any of the System Franchises, System Licenses, Licenses or System Contracts or leases or documents evidencing Leased Property or Other Real Property Interests of its such Transferor's Cable Business thatthat are not reasonably acceptable to the other Parent. Notwithstanding the foregoing, in either case, would make, or are reasonably likely to make, the underlying instrument materially more onerous in any respect or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the instrument in respect of which the consent relates. As soon as practicable after the date of this Agreement, but in any event no later than 20 days after the date of this Agreement, the parties each Party will cooperate with each the other Parties and use commercially reasonable efforts to complete, execute and deliver, or cause to be completed, executed and delivered delivered, to the appropriate Governmental Authority, a request for such Governmental Authority's consent FCC Form 394 to transfer the extent not previously filed with respect to each System Franchise as to which such consent is required. included among the Assets within thirty (b30) Each party will use commercially reasonable efforts to obtain and will cooperate with the other to obtain renewals or extensions of any System Franchise for which a valid notice of renewal pursuant to the formal renewal procedures established by Section 626 of the Cable Act has not been timely delivered to the appropriate Governmental Authority for a period expiring no earlier than three years days after the date of this Agreement. Without the prior consent of the other Parent, no Transferor shall agree with any Governmental Authority to extend or to toll the time limits applicable to such Governmental Authority's consideration of any FCC Form 394 filed with such Governmental Authority. (c) Each 7.5.3. Notwithstanding the provisions of AT&T Illinois Sections 7.5.1 and Insight will use commercially reasonable efforts to obtain and cooperate with the other to obtain renewals or extensions for a period expiring no earlier than two years after the date of this Agreement of any System Franchise which is expired or has a term of less than one year remaining as of the date of this Agreement. In addition, Insight will use commercially reasonable efforts to obtain an extension of the lease for the Claremont Insight System headend for a period expiring no earlier than May 31, 2001. (d) Each party will cooperate with the other in such other party's efforts to obtain renewals or extensions of any System Franchises pursuant to Section 7.5(b) or (c), but neither party will be required to accept or agree or accede to any renewal or extended System Franchise that contains terms that would make, or are reasonably likely to make, the System Franchise that is being renewed or extended materially more onerous in any respect or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the System Franchise that is being renewed or extended. Insight shall make such decision with respect to the AT&T System Franchises and AT&T Illinois shall make such decision with respect to the Insight Systems Franchises. (e) Notwithstanding Section 7.5(a)7.5.2, no party Transferor will have any further obligation to obtain Required Consents: (ia) with respect to license agreements relating to pole attachments where the licensing party authority will not, after the assigning party's exercise of commercially reasonable efforts, not consent to an assignment of such license agreement but requires that the proposed assignee Transferee enter into a new agreement with such licensing authorityauthority on terms that are not materially less favorable in the aggregate to the Transferee, in which case the proposed assignee Transferee shall use its commercially reasonable efforts to enter into such agreement prior to the Closing or as soon as practicable thereafter thereafter, and the party to the license agreement Transferor will cooperate with and assist the other party Transferee in obtaining such agreements; provided however that the proposed assignee's commercially reasonable efforts shall not require it to take any action of the type that such party is not required to take pursuant to this Section 7.5; and (iib) for any business radio license or any private operational fixed service ("POFS") microwave license which such party would reasonably expects can be expected to be obtained within 120 days after the Closing and so long as a conditional temporary authorization (for a business radio license) or a special temporary authorization (for a POFS license) is available to obtained by the other party Transferee under FCC rules with respect thereto; (c) with respect to Contracts evidencing Leased Property, if, with the consent of the other Parent, the Transferor obtains and makes operational prior to the Closing substitute Leased Property that is, and that is leased on terms that are, reasonably satisfactory to the other Parent; (d) with respect to Contracts evidencing leased Tangible Personal Property that is material to its Cable Business, if, with the consent of the other Parent, such Transferor obtains and makes operational prior to the Closing substitute Tangible Personal Property that is reasonably satisfactory to the other Parent. (a) Upon the written request of the Transferee, if and to the extent that any Required Consents (except Required Consents for the transfer of Systems Franchises, which shall be governed by Section 7.5.5) have not been obtained on or prior to the Closing (whether or not any Party shall have waived satisfaction of the condition to the Closing set forth in Section 8.2.5 or Section 8.3.5), subsequent to the Closing, each Transferor will continue to use commercially reasonable efforts to obtain in writing, as promptly as possible, such Required Consents required to be obtained by such Transferor and will deliver copies of the same, reasonably satisfactory in form and substance, to the other Parent. The obligations set forth in this Section 7.5.4 will survive the Closing. (b) If any Required Consent (except Required Consents for the transfer of Systems Franchises, which shall be governed by Section 7.5.5) shall not have been obtained prior to Closing, the affected Transferor and Transferee will cooperate in a mutually agreeable arrangement under which, to the extent practicable and permitted by such agreement and applicable law, such Transferee will obtain the benefits and be responsible for the obligations in accordance with this Agreement in respect of such Asset or any claim or right or any benefit arising thereunder the assignment of which without the consent of the Third Party thereto would constitute a breach or other contravention of such Asset or in any way adversely affect the rights of such Transferee thereunder, including sub-contracting, sub-licensing, or sub-leasing to such Transferee, or under which such Transferor will enforce for the benefit of such Transferee, with such Transferee assuming such Transferor's obligations, any and all rights of such Transferor against the Third Party in question. Such Transferor will promptly pay to such Transferee, when received, all monies received by such Transferor in respect of any such Asset or any claim or right or any benefit arising thereunder and such Transferee shall promptly pay or perform any obligations in respect of any such Asset. 7.5.5. If the conditions set forth in Sections 8.2.5(a) and 8.3.5(a) are satisfied and there remain Service Areas of the AT&T Systems or the Comcast Systems that are not, as of the Closing Time, Transferable Service Areas, then the following shall occur: (a) With respect to each AT&T Systems Franchise for which a Required Consent has not been obtained as of the Closing Time (including any Assets that are primarily held for, used in, or necessary for AT&T's Cable Business in the relevant franchise area and related liabilities, an "AT&T Retained Franchise"), the Parties will negotiate in good faith to reach agreement on a Comcast Systems Franchise (including any Comcast Assets that are primarily held for, used in, or necessary for Comcast's Cable Business in the franchise area and related liabilities, a "Comcast Matching Franchise") that is, to the greatest extent possible, like kind to such AT&T Retained Franchise for purposes of Section 1031 of the Code and the applicable exchange, and such Comcast Matching Franchise shall be retained by the applicable Comcast Party, while the corresponding AT&T Retained Franchise is retained by the applicable AT&T Party. A Comcast Matching Franchise may also be a Comcast Retained Franchise. For purposes of this Section 7.5.5, a "Retained Franchise" means either an AT&T Retained Franchise or a Comcast Retained Franchise or both, as the context requires, and a "Matching Franchise" means either an AT&T Matching Franchise or a Comcast Matching Franchise or both, as the context requires.

Required Consents; Franchise Renewal. (a) Each party Partner will use its commercially reasonable efforts to obtain in writing as promptly as possible and at its expense, all of its Required the Material Contractual Consents and any other consent, authorization or approval required to be obtained by such Partner in form and substance reasonably satisfactory to connection with the other partytransactions contemplated by this Agreement, and will deliver to the other party Partner copies of such Required Material Contractual Consents and such other consents, authorizations or approvals promptly after they are obtained by such partyPartner; provided however provided, however, that each party Partner will afford the other party Partner the opportunity to review, approve and revise the form of Required Material Contractual Consent prior to delivery to the third party whose consent is sought. Each party Partner will cooperate with the other party in its efforts Partner to obtain its Required all Material Contractual Consents. Notwithstanding the foregoing, but neither party will be required to accept or agree or accede to any condition to transfer of any Asset, or any modifications or amendments to any of the System Franchises, System Licenses, System Contracts or leases or documents evidencing Leased Property or Other Real Property Interests of its Cable Business that, in either case, would make, or are reasonably likely to make, the underlying instrument materially more onerous in any respect or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the instrument in respect of which the consent relates. As as soon as practicable after the date of this Agreement, but in any event no later than 20 days after the date of this Agreement, the parties each Partner will decide whether FCC Forms 394 shall be filed with respect to each Franchise and License as to which consent to transfer is required and will cooperate with each other the Partnership to complete, execute and deliver, or cause to be completed, executed and delivered to the appropriate Governmental Authority, a request for all such Governmental Authority's consent to transfer each System Franchise as to which such consent is requiredForm 394s. (b) Each party Partner will use commercially reasonable efforts to obtain and will cooperate with the other Partnership to obtain renewals or extensions of any System Franchise and License for which a valid notice of renewal pursuant to the formal renewal procedures established by Section 626 of the Cable Act has not been timely delivered to the appropriate Governmental Authority for a period expiring no earlier than three years after the date of this AgreementEffective Time. (c) Each of AT&T Illinois and Insight will use commercially reasonable efforts to obtain and cooperate with Notwithstanding the other to obtain renewals or extensions for a period expiring no earlier than two years after the date of this Agreement of any System Franchise which is expired or has a term of less than one year remaining as of the date of this Agreement. In addition, Insight will use commercially reasonable efforts to obtain an extension of the lease for the Claremont Insight System headend for a period expiring no earlier than May 31, 2001. (d) Each party will cooperate with the other in such other party's efforts to obtain renewals or extensions of any System Franchises pursuant to Section 7.5(b) or (c), but neither party will be required to accept or agree or accede to any renewal or extended System Franchise that contains terms that would make, or are reasonably likely to make, the System Franchise that is being renewed or extended materially more onerous in any respect or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the System Franchise that is being renewed or extended. Insight shall make such decision with respect to the AT&T System Franchises and AT&T Illinois shall make such decision with respect to the Insight Systems Franchises. (e) Notwithstanding Section 7.5(a)foregoing, no party Partner will have any further obligation to obtain Required Material Contractual Consents: (ia) with respect to license agreements relating to pole attachments where the licensing party authority will not, after the assigning party's exercise of commercially reasonable efforts, not consent to an assignment of such license agreement but requires that the proposed assignee Partnership enter into a new agreement with such licensing authority, in which case the proposed assignee Partnership shall use its commercially reasonable efforts to enter into such agreement prior to the Closing Effective Time or as soon as practicable thereafter and the party to the license agreement such Partner will cooperate with and assist the other party Partnership in obtaining such agreements; provided however that the proposed assignee's commercially reasonable efforts shall not require it to take any action of the type that such party is not required to take pursuant to this Section 7.5; and (iib) for any business radio license which such party Partner reasonably expects can be obtained within 120 days after the Closing Effective Time and so long as a temporary authorization is available to the other party Partnership under FCC rules with respect thereto.; (d) If and to the extent that either Partner shall have waived satisfaction of the condition to the initial capital contribution, subsequent to the Effective Time, each of TCI Partner with respect to its Systems and Assets and TCA Partner with respect to its Systems and Assets will continue to use commercially reasonable efforts to obtain in writing as promptly as possible such Material Contractual Consent to be obtained by it in connection with the transactions contemplated under this Agreement which was not obtained on or before the Effective Time and will deliver copies of the same, reasonably satisfactory in form and substance, to the other. The obligations set forth

Required Consents; Franchise Renewal. (a) 7.5.1 Each party Party will use its commercially reasonable efforts to (i) obtain in writing as promptly as possible and at its expense, all of its the Required Consents and any other consent, authorization or approval required to be obtained by such Party in form and substance reasonably satisfactory to connection with the other partytransactions contemplated by this Agreement, and will deliver to the other party Party copies of such Required Consents and such other consents, authorizations or approvals promptly after they are obtained by such partyParty and (ii) give any required written notice in connection with the transactions; provided however provided, that each party Party will afford the other party Party the opportunity to review, approve and revise the form of letter or application proposed to request the Required Consent or form of written notice prior to delivery to the party Third Party or the Affiliate of a Party whose consent is soughtsought or to whom such notification is required. All documents delivered or filed with any Governmental Authority or any Person by or on behalf of such Party pursuant to this Section 7.5.1, when so delivered or filed, will be correct, current and complete in all material respects. Each party Party will cooperate with the other party in its efforts Party to obtain its all Required Consents, but neither party Consents and no Party shall intentionally take any action or steps that would prejudice or jeopardize the obtaining of any Required Consent. No Party will be required to accept or agree or accede to any condition to transfer of any Asset, or any modifications or amendments to, or the imposition of any condition to the transfer of, any of the System Franchises, System Licenses, Licenses or System Contracts or leases or documents evidencing Leased Property or Other Real Property Interests of its Cable Business thatthat are not acceptable to the other Party. Notwithstanding the foregoing, in either case, would make, or are reasonably likely to make, the underlying instrument materially more onerous in any respect or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the instrument in respect of which the consent relates. As as soon as practicable after the date of this AgreementAgreement (and in no event more than 15 Business Days hereafter), but in any event no later than 20 days after the date of this Agreement, the parties each Party will cooperate with each other to complete, execute and deliver, or cause to be completed, executed and delivered delivered, to the appropriate Governmental Authority, a request FCC Form 394 with respect to each System Franchise other than any such Governmental Authority that the Parties have agreed will not initially receive FCC Form 394; provided, that if either Party subsequently requests that FCC Form 394 be completed, executed and delivered to any appropriate Governmental Authority that did not initially receive a FCC Form 394 for any System Franchise, then the Parties will cooperate to complete, execute and deliver a FCC Form 394 to such Governmental Authority as soon as practicable but in any event within 15 Business Days after a Party has made such request. Without the prior consent of the other Party, neither Party shall agree with any Governmental Authority to extend or to toll the time limits applicable to such Governmental Authority's consent to transfer each System Franchise as to which consideration of any FCC Form 394 filed with such consent is requiredGovernmental Authority. (b) 7.5.2 Each party Party will use commercially reasonable efforts to obtain and will cooperate with the other Party to obtain renewals a renewal or extensions extension of any System Franchise (for a period expiring no earlier than three years after the Closing Date) for which a valid notice of renewal pursuant to the formal renewal procedures established by Section 626 of the Cable Act has not been timely delivered to the appropriate Governmental Authority for a period expiring no earlier than three years after the date of this Agreement. (c) Each of AT&T Illinois and Insight will use commercially reasonable efforts to obtain and cooperate with the other to obtain renewals or extensions for a period expiring no earlier than two years after the date of this Agreement of any System Franchise which is expired or has a term of less than one year remaining as of the date of this Agreement. In addition, Insight will use commercially reasonable efforts to obtain an extension of the lease for the Claremont Insight System headend for a period expiring no earlier than May 31, 2001. (d) Each party will cooperate with the other in such other party's efforts to obtain renewals or extensions of any System Franchises pursuant to Section 7.5(b) or (c), but neither party will be required to accept or agree or accede to any renewal or extended System Franchise that contains terms that would make, or are reasonably likely to make, the System Franchise that is being renewed or extended materially more onerous in any respect or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the System Franchise that is being renewed or extended. Insight shall make such decision with respect to the AT&T System Franchises and AT&T Illinois shall make such decision with respect to the Insight Systems Franchises. (e) Notwithstanding Section 7.5(a), no party will have any further obligation to obtain Required Consents: (i) with respect to license agreements relating to pole attachments where the licensing party will not, after the assigning party's exercise of commercially reasonable efforts, consent to an assignment of such license agreement but requires that the proposed assignee enter into a new agreement with such licensing authority, in which case the proposed assignee shall use its commercially reasonable efforts to enter into such agreement prior to the Closing or as soon as practicable thereafter and the party to the license agreement will cooperate with and assist the other party in obtaining such agreements; provided however that the proposed assignee's commercially reasonable efforts shall not require it to take any action of the type that such party is not required to take pursuant to this Section 7.5; and (ii) for any business radio license which such party reasonably expects can be obtained within 120 days after the Closing and so long as a temporary authorization is available to the other party under FCC rules with respect thereto.Act

Required Consents; Franchise Renewal. (a) Each party The General Partner will cause the InterMedia Companies to use its commercially reasonable efforts to obtain in writing as promptly as possible and at its expense, all of its the Required Consents in form and substance reasonably satisfactory to the other partyBuyer, and will deliver to the other party Buyer copies of such Required Consents promptly after they are obtained by such partyobtained; provided however provided, however, that each party the General Partner will afford the other party Buyer the opportunity to review, approve and revise the form of Required Consent prior to delivery to the party whose consent is sought. Each party Buyer will cooperate with the other party General Partner and the InterMedia Companies in its their efforts to obtain its the Required Consents, but neither party ; provided that Buyer will not be required to accept or agree or accede to any condition to transfer of any Asset, or any modifications or amendments to, or the imposition of any condition to the transfer of control of, any of the System Franchises, System Licenses, System Contracts Contracts, or leases or documents evidencing Leased Real Property or Other Real Property Interests of its Cable Business thatInterests, that in either case, would make, or are reasonably likely to make, the underlying instrument materially more onerous in any respect or that would materially reducereduce in any respect, or are reasonably likely to materially reducereduce in any respect, the benefits available under the instrument in respect of which the consent relates. As soon as practicable after the date of this Agreement, but in any event no later than 20 Within 30 days after the date of this Agreement, the parties General Partner and Buyer will cooperate with each other to complete, execute and deliver, or cause to be completed, executed and delivered to the appropriate Governmental AuthorityAuthority or other Person, a request for an application on FCC Form 394 (or other appropriate form) and appropriate letters of transmittal requesting such Governmental Authority's or other Person's consent to transfer of control of each System Franchise Franchise, System License, System Contract, or lease or document evidencing Leased Real Property or Other Real Property Interest as to which such consent is required. The parties agree that without the General Partner's and the Buyer's prior consent, no notice or application or similar document filed with a Governmental Authority or other Person for the purpose of requesting a Required Consent (including any FCC Form 394 filed hereunder with respect to a System Franchise) or notifying such party of the transactions contemplated by this Agreement will state that the purchase and sale of the Purchased Interests and the Closing hereunder are conditioned on or will necessarily result in consummation of any transaction other than the transactions contemplated by this Agreement or will request that any such Required Consent be conditioned on consummation of any transaction other than the occurrence of the Closing hereunder, and Sellers and Buyer will not be required to accept a Required Consent that is so conditioned without the General Partner's or Buyer's consent, respectively. (b) Each party The General Partner will cause the InterMedia Companies to use commercially reasonable efforts to obtain obtain, and Buyer will cooperate with the other InterMedia Companies to obtain obtain, renewals or extensions of any System Franchise that will expire within 30 months after any date between the date of this Agreement and the Closing Date for which a valid notice of renewal pursuant to the formal renewal procedures established by Section 626 of the Cable Act has not been timely delivered to the appropriate Governmental Franchising Authority for a period expiring no earlier than three years after without the date of this Agreement. (c) Each of AT&T Illinois and Insight will use commercially reasonable efforts to obtain and cooperate with the other to obtain renewals or extensions for a period expiring no earlier than two years after the date of this Agreement imposition of any System Franchise which is expired conditions or has a term of less than one year remaining as of the date of this Agreement. In addition, Insight will use commercially reasonable efforts to obtain an extension of the lease for the Claremont Insight System headend for a period expiring no earlier than May 31, 2001. (d) Each party will cooperate with the other in such other party's efforts to obtain renewals or extensions of any System Franchises pursuant to Section 7.5(b) or (c), but neither party will be required to accept or agree or accede to any renewal or extended System Franchise that contains terms modifications that would make, or are reasonably likely to make, the underlying System Franchise that is being renewed or extended materially more onerous in any respect or that would materially reducereduce in any respect, or are reasonably likely to materially reducereduce in any respect, the benefits available under the System Franchise that is in respect of which the renewal or extension relates. (c) Each Seller will use commercially reasonable efforts to obtain in writing as promptly as possible all of the Required Consents required to be obtained by such Seller, in form and substance reasonably satisfactory to Buyer, and will deliver to Buyer copies of such Required Consents promptly after they are obtained. Each Seller will promptly notify Buyer of any fact, circumstance, event or action by it or otherwise (i) which if known at the date of this Agreement would have been required to be disclosed by it in or pursuant to this Agreement or (ii) the existence, occurrence or taking of which would result in the condition set forth in Section 7.1(a) not being renewed or extended. Insight shall make such decision satisfied with respect to such Seller at any time prior to the AT&T System Franchises and AT&T Illinois shall make such decision Closing, and, with respect to the Insight Systems Franchises. clause (e) Notwithstanding Section 7.5(aii), no party will have any further obligation to obtain Required Consents: (i) with respect to license agreements relating to pole attachments where the licensing party will not, after the assigning party's exercise of commercially reasonable efforts, consent to an assignment of such license agreement but requires that the proposed assignee enter into a new agreement with such licensing authority, in which case the proposed assignee shall use its commercially reasonable efforts to remedy the same. No Seller will take any action that would result in the condition set forth in Section 7.1(a) not being satisfied with respect to such Seller at any time prior to the Closing. No Seller will sell, assign, transfer or otherwise dispose of all or any portion of the Purchased Interest held or represented to be held by it on the date of this Agreement, except by ICM-VI in connection with the Distribution and the adjustments referred to in the second sentence of Section 4.3(b). (d) Prior to the Closing, at the request of Buyer, the General Partner and IMI shall use all commercially reasonable efforts to cause any programming contracts held in the name of IMI or InterMedia Partners, L.P. or any other InterMedia entity to be assigned to the Operating Partnership to the extent that programming has been provided to the InterMedia Systems thereunder (the "InterMedia Programming Contracts"). To the extent that any such InterMedia Programming Contracts have not been assigned to the Operating Partnership, and the Operating Partnership has not secured substantially equivalent replacement programming on substantially similar terms, by the Closing, then following the Closing, at the request of Buyer, IMI and the Operating Partnership shall continue to use commercially reasonably efforts to effect such assignments and shall, to the extent feasible, enter into such agreement prior to arrangements as result in the Closing or as soon as practicable thereafter Operating Partnership obtaining the benefits of, and performing the party to the license agreement will cooperate with and assist the other party in obtaining obligations under, such agreements; provided however that the proposed assignee's commercially reasonable efforts shall not require it to take any action of the type that such party is not required to take pursuant to this Section 7.5; and (ii) for any business radio license which such party reasonably expects can be obtained within 120 days after the Closing and so long as a temporary authorization is available to the other party under FCC rules with respect theretoInterMedia Programming Contracts.