1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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(b) This Section 5.13 is intended to benefit !h'e Indemnified Parties and shall be binding on all successors and assigns of Parent, Merger Sub and the Surviving Corporation. Section 5.14 Registration and Ljsting of Parent Class A Common Stock. (a) Parent will use all reasonable best efforts to register the Parent class A Common Stock to be issued pursuant to this Agreement under the applicable provisions of the Securities Act. (b) Parent will use all reasonable best efforts to cause the Parent Class A Common Stock to be issued pursuant to this Agreement to be listed for trading on the NYSE. Section 5.15 Rate and ProQIanuning Information. No later than five Business Days after the date of this Agreement, the Company shall deliver to Parent (i) copies of each of the Company Entities' rate structures as of the date of this Agreement and (ii) listings of all of the progranuning (by tier) offered to subscribers or customers of each of the Company Entities as of the date of this Agreement. Section 5.16 Classic Cable Division. Parent acknowledges that it is Parent's current intention (a) to operate the Surviving Corporation as a stand-alone division of Parent, with its headquarters in Tyler, Texas, which would own, operate and maintain Classic Cable television systems and (b) that the President of the Surviving Corporation shall report directly to the President and Chief Executive Officer of Parent. Section 5.17 Warrant. The Company shall use reasonable best efforts to cause the Warrant to be exercised in full prior to the Effective Time. Section 5.18 Donrev Waiver. The Company shall use its reasonable efforts to obtain from DR Partners, a Nevada general partnership, a waiver and release of all of its rights, powers and privileges pursuant to Section 3 .4( c) of the Amended and Restated General Partnership Agreement dated as of April 11, 1996 by and between DR Partners and TAL Financial Corporation in connection with the execution, delivery and performance of this Agreement. ARTICLE SIX CONDITIONS OF PARENT'S AND MERGER SUB'S OBLIGATIONS Section 6.1 In General. The obligations of Parent and Merger Sub to complete the transactions provided for in this Agreement are subject to all ofthe conditions set forth below in this Article Six, any of which may be waived in writing by Parent and Merger Sub. Section 6.2 Receiot of Consents. All of the License Consents, Franchise Consents and waivers of all Purchase Rights shall have been obtained, made and delivered to Parent and shall be Final (in the case of any consent or waiver from a Governmental Authority) and in full force and AT l/90584-8 43