1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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(iii) continue to construct Goveriimental Authority-required line extensions and otherwise construct and maintain cable plant for the Cable Systems in the ordinary course of business consistent with past practices, and deliver to Parent a copy of each Company Entity's monthly :apital expenditures reports; (iv) maintain or enhance all casualty and liability insurance relating to the business of each of the Company Entities as in effect on the date of this Agreement; (v) file with the FCC all material reports required to be filed under applicable FCC rules and regulations, and otherwise comply in all material respects with all Legal Requirements; (vi) promptly deliver to Parent as they are available true and complete copies of each Company Entity's monthly unaudited operating statements and monthly subscriber or customer reports; and (vii) promptly notifY Parent of (A) any circumstance, event or action by any Company Entity or otherwise, the existence, occurrence or taking, as applicable, of which would result in any of the representations and warranties of the Company in this Agreement (i) if specifically qualified by materiality, not being true and complete as so qualified, and (ii) if not qualified by materiality, not being true and correct in all material respects, in each case when made or at the Closing, or (B) any failure of the Company to comply with or satisfY any covenant, condition or agreement to be complied with or satisfied by it prior to the Closing. Section 53 Compliance with HSR Act and Rules. Parent and the Company shall within 15 days after the date hereof file or cause to be filed all necessary Notification and Report Forms (the "HSR Reports") mandated by the HSR Act and the HSR Rules, to be filed by them, or by any other Person as a result of the transactions contemplated by this Agreement and coordinate the filing of such HSR Reports (and exchanging relevant portions of drafts thereof) so as to present all HSR Reports to the FTC and the DOl at the time selected by the mutual agreement of the Company and Parent. The parties shall use commercially reasonable efforts to respond, or to cause such other Persons to respond, as promptly as reasonably practicable to any inquiries received from the FTC or the Antitrust Division of the DOl for additional information or documentation and to respond, or to cause such other Persons to respond, as promptly as reasonably practicable to all inquiries and requests received from any other Governmental Authority in connection with antitrust matters. The parties shall use their respective commercially reasonable efforts to overcome any objections that may be raised by the FTC or the Antitrust Division of the DOlor any other Govemmental Authority having jurisdiction over antitrust matters. Notwithstanding anything to the contrary in this Agreement, neither Parent nor the Company shall be required to agree to any prohibition, limitation or other requirements that would (i) prohibit or limit the ownership or operation by such Person or any of its Affiliates of any portion of the business or assets of such Person or any of its Affiliates, or compel such Person or any of its Affiliates to dispose of or hold separate any portion of the business or assets of such Person or any of its Affiliates, or (ii) prohibit such Person or any of its ATl/90584-8 35