1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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relating to or required by Environmental Laws and affecting, or relating in any way to, the business of such Person or any of its Subsidiaries as currently conducted. Section 3.16 Insurance. The A~sets and the business of each Company Entity (other than cable plant) are insured against claims, loss or damage in amounts generally customary in the cable television industry (or any other industry in which such Company Entity operates) and consistent with the Company Entities' past practices. All such policies are with financially sound insurers and are in full force and effect. Section 3.17 ComDetitors and Overbuilds. With such exceptions as, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, and except for the Cable Systems, (i) there are no operating cable television systems in all or any portion of the areas for which any Company Entity holds a Franchise, (ii) no Person has been granted by any Franchising Authority or any other governmental cable television licensing agency, and no Person has submitted a proposal for the issuance by any Franchising Authority or any other governmental cable television licensing agency, of any franchise, permit, license, authorization, contract or right, pursuant to which such Person in either case is or may become entitled to operate a cable television system or multi-channel multi-point distribution system, in all or any portion of the areas for which any Company Entity holds a Franchise, (iii) there are no multi-point distribution systems or multi-channel multi-point distribution systems, wireless cable systems or satellite master antenna systems operating in all or any portion of the areas for which any Company Entity holds a Franchise, and to the knowledge of the Company, no party intends or is seeking to construct or operate any ofthe foregoing and (iv) there has not been any overbuilding of any Cable System by another cable television system. Section 3.18 Basic Subscriber Count. The number of Basic Subscribers was not less than 864,919 as of October 31,1998, not less than 861,591 as of January 31,1999 and not less than 867,050 as of March 31, 1999. Section 3.19 Reorganization. (a) The Company will not, and will not cause or permit any Company Entity to, take any action that would cause the Merger to fail to qualifY as a reorganization within the meaning of Section 368(a) of the Code, and the Company will report the Merger for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. (b) Immediately following the Merger, the Surviving Corporation will hold at least 90% of the fair market value of the Company's net assets and at least 70% of the fair market value of the Company's gross assets as of the beginning of the Company's 1999 fiscal year determined in accordance with Revenue Procedure 77-37, as amended, taking into account amounts used to pay Merger expenses, any redemptions or distributions other than regular dividends, and all other payments or transfers of assets made in connection with the transactions contemplated by this Agreement. ATI/90584-8 22