Common use of Certain Additional Covenants Regarding Required Consents; HSR Act Filing Clause in Contracts

Certain Additional Covenants Regarding Required Consents; HSR Act Filing. (a) By no later than 45 days from the date of this Agreement, Transferee Parent and Transferor Parent shall provide each other with all necessary documentation to allow filing of FCC Forms 394 with respect to the Transferred Franchises. Transferor Parent and Transferee Parent shall use commercially reasonable efforts to cooperate with one another and file with the applicable Governmental Authority FCC Forms 394 for each Transferred Franchise which requires the consent of such Governmental Authority in connection with the transactions contemplated by this Agreement, no later than 60 days after the date hereof. (b) Subject to Section 6.1(f), from and after the date hereof, Transferee Parent shall use its commercially reasonable efforts to cooperate with Transferor Parent in obtaining the Required Consents and any other consent, Authorization or approval, including with the relevant franchising authorities in respect of the Transferred Franchises, necessary or commercially advisable with respect to the transactions contemplated hereby including, to the extent commercially reasonable, the attendance of representatives of Transferee Parent at meetings and hearings before applicable Governmental Authorities in connection with the transfer of any Transferred License or Transferred Franchise and by providing appropriate financial statements, insurance certificates and surety bonds required to obtain such Required Consents. (c) The parties shall as soon as practicable after the date hereof, but in any event no later than 20 Business Days after the date hereof (except to the extent any delay beyond such period results from a failure to obtain any required information relating to the Adelphia Systems or Adelphia Assets from Adelphia or its Affiliates), complete and file, or cause to be completed and filed, any notification and report required to be filed under the HSR Act with respect to the transactions contemplated by this Agreement and each such filing shall request early termination of the waiting period imposed by the HSR Act. The parties shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any inquiries or requests received from a Governmental Authority for additional information or documentation in connection with antitrust matters. The parties shall use commercially reasonable efforts to overcome any objections which may be raised by any Governmental Authority having jurisdiction over antitrust matters. Each party shall cooperate to prevent inconsistencies between their respective filings and between their respective responses to all such inquiries and requests, and shall furnish to each other such necessary information and reasonable assistance as the other may request in connection with its preparation of necessary filings or submissions under the HSR Act. Notwithstanding the foregoing or anything else in the Agreement to the contrary, neither party shall be required to enter into any consent decree with any Governmental Authority relating to antitrust matters or to sell or hold separate any assets or make any change in operations or activities of the business (or any material assets employed therein) of such party or its Affiliates, if a party determines in good faith that such change would be adverse to the operations or activities of the business (or any material assets employed therein) of such party or any of its Affiliates having significant assets, net worth or revenue. The cost of any filing fees in connection with any required filing pursuant to the HSR Act shall be borne equally by Comcast and TWC. (d) It is understood and agreed that the obligations of the parties under this Section 6.3 are, with respect to the Adelphia Systems and the period prior to the Adelphia Closings, limited to those that can be fulfilled using commercially reasonable efforts taking into account that the parties do not own the Adelphia Systems. If as a result of this limitation any given filing cannot be made prior to the Adelphia Closings, the parties will take all reasonable actions to make such filing as promptly as practicable after the Adelphia Closings.

Certain Additional Covenants Regarding Required Consents; HSR Act Filing. (a) By no later than 45 days from after the date of this AgreementOption Exercise Date, Transferee Parent Comcast Trust, Comcast Subsidiary and Transferor Parent Time Warner Cable shall provide each other with all necessary documentation to allow filing of FCC Forms 394 with respect to the Transferred Systems Franchises. Transferor Parent Comcast Trust, Comcast Subsidiary and Transferee Parent Time Warner Cable shall use commercially reasonable efforts to cooperate with one another and file with the applicable Governmental Authority FCC Forms 394 for each of the Transferred Franchise System Franchises which requires the consent of such Governmental Authority in connection with the transactions contemplated by this Agreement, no later than 60 days after the date hereofOption Exercise Date. (b) Subject to Section 6.1(f7.1(h), from and after the date hereofOption Exercise Date, Transferee Parent the parties shall use its their commercially reasonable efforts to cooperate with Transferor Parent each other in obtaining the Time Warner Cable Required Consents and any other consent, Authorization or approval, including with the relevant franchising authorities in respect of the Transferred Systems Franchises, necessary or commercially advisable with respect to the transactions contemplated hereby hereunder including, to the extent commercially reasonable, the attendance of representatives of Transferee Parent Comcast Trust and Comcast Subsidiary at meetings and hearings before applicable Governmental Authorities in connection with the transfer of any Transferred Systems License or Transferred Systems Franchise and by providing appropriate financial statements, insurance certificates and surety bonds required to obtain such Time Warner Cable Required Consents. (c) The parties shall as soon as practicable after the date hereofOption Exercise Date, but in any event no later than 20 Business Days after the date hereof (except to the extent any delay beyond such period results from a failure to obtain any required information relating to the Adelphia Systems or Adelphia Assets from Adelphia or its Affiliates)Option Exercise Date, complete and file, or cause to be completed and filed, any notification and report required to be filed under the HSR Act with respect to the transactions contemplated by this Agreement and each such filing shall request early termination of the waiting period imposed by the HSR Act. The parties shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any inquiries or requests received from a Governmental Authority for additional information or documentation in connection with antitrust matters. The parties shall use commercially reasonable efforts to overcome any objections which may be raised by any Governmental Authority having jurisdiction over antitrust matters. Each party shall cooperate to prevent inconsistencies between their respective filings and between their respective responses to all such inquiries and requests, and shall furnish to each other such necessary information and reasonable assistance as the other may request in connection with its preparation of necessary filings or submissions under the HSR Act. Notwithstanding the foregoing or anything else in the Agreement to the contrary, neither party shall be required to enter into any consent decree with any Governmental Authority relating to antitrust matters or to sell or hold separate any assets or make any change in operations or activities of the business (or any material assets employed therein) of such party or its Affiliates, if a party determines in good faith that such change would be adverse to the operations or activities of the business (or any material assets employed therein) of such party or any of its Affiliates having significant assets, net worth or revenue. The cost of any filing fees in connection with any required filing pursuant to the HSR Act shall be borne equally by Comcast Subsidiary and TWCTime Warner Cable. (d) It is understood The parties understand and agreed agree that the obligations as part of the parties under this Section 6.3 areFCC Trust Requirements the declaration of trust of Comcast Trust may be required to be amended in order to permit the TWC Redemption or the Comcast Subsidiary Transfer, with respect and any such amendment would require approval of the FCC. If such amendment is required, Comcast Trust and Comcast Subsidiary agree to the Adelphia Systems and the period prior to the Adelphia Closings, limited to those that can be fulfilled using use commercially reasonable efforts taking into account that the parties do not own the Adelphia Systems. If as a result of this limitation any given filing cannot be made to obtain such approval prior to Closing, and if such approval is obtained, Comcast Trust and Comcast Subsidiary will amend the Adelphia Closings, declaration of trust of Comcast Trust to permit the parties will take all reasonable actions to make such filing as promptly as practicable after consummation of the Adelphia Closingstransactions contemplated by this Agreement.

Certain Additional Covenants Regarding Required Consents; HSR Act Filing. (a) By no later than 45 days from 15 Business Days after the date of this AgreementOption Exercise Date, Transferee Parent Comcast Trust, Comcast Subsidiary and Transferor Parent Time Warner Cable shall provide each other with all necessary documentation to allow filing of FCC Forms 394 with respect to the Transferred Systems Franchises. Transferor Parent Comcast Trust, Comcast Subsidiary and Transferee Parent Time Warner Cable shall use commercially reasonable efforts to cooperate with one another and file with the applicable Governmental Authority FCC Forms 394 for each of the Transferred Franchise System Franchises which requires the consent of such Governmental Authority in connection with the transactions contemplated by this Agreement, no later than 60 days 20 Business Days after the date hereofOption Exercise Date. (b) Subject to Section 6.1(f7.1(h), from and after the date hereofOption Exercise Date, Transferee Parent the parties shall use its their commercially reasonable efforts to cooperate with Transferor Parent each other in obtaining the Time Warner Cable Required Consents and any other consent, Authorization or approval, including with the relevant franchising authorities in respect of the Transferred Systems Franchises, necessary or commercially advisable with respect to the transactions contemplated hereby hereunder including, to the extent commercially reasonable, the attendance of representatives of Transferee Parent Comcast Trust and Comcast Subsidiary at meetings and hearings before applicable Governmental Authorities in connection with the transfer of any Transferred Systems License or Transferred Systems Franchise and by providing appropriate financial statements, insurance certificates and surety bonds required to obtain such Time Warner Cable Required Consents. (c) The parties shall as soon as practicable after the date hereofOption Exercise Date, but in any event no later than 20 Business Days 30 days after the date hereof (except to the extent any delay beyond such period results from a failure to obtain any required information relating to the Adelphia Systems or Adelphia Assets from Adelphia or its Affiliates)Option Exercise Date, complete and file, or cause to be completed and filed, any notification and report required to be filed under the HSR Act with respect to the transactions contemplated by this Agreement and each such filing shall request early termination of the waiting period imposed by the HSR Act. The parties shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any inquiries or requests received from a Governmental Authority for additional information or documentation and in connection with antitrust matters. The parties shall use commercially reasonable efforts to overcome any objections which may be raised by any Governmental Authority having jurisdiction over antitrust matters. Each party shall cooperate to prevent inconsistencies between their respective filings and between their respective responses to all such inquiries and requests, and shall furnish to each other such necessary information and reasonable assistance as the other may request in connection with its preparation of necessary filings or submissions under the HSR Act. Notwithstanding the foregoing or anything else in the Agreement to the contrary, neither party shall be required to enter into any consent decree with any Governmental Authority relating to antitrust matters or to sell or hold separate any assets or make any change in operations or activities of the business (or any material assets employed therein) of such party or its Affiliates, if a party determines in good faith that such change would be adverse to the operations or activities of the business (or any material assets employed therein) of such party or any of its Affiliates having significant assets, net worth or revenue. The cost of any filing fees in connection with any required filing pursuant to the HSR Act shall be borne equally by Comcast Subsidiary and TWCTime Warner Cable. (d) It is understood The parties understand and agreed agree that the obligations as part of the parties under this Section 6.3 areFCC Trust Requirements the declaration of trust of Comcast Trust may be required to be amended in order to permit the TWC Redemption or the Comcast Subsidiary Transfer, with respect and any such amendment would require approval of the FCC. If such amendment is required, Comcast Trust and Comcast Subsidiary agree to the Adelphia Systems and the period prior to the Adelphia Closings, limited to those that can be fulfilled using use commercially reasonable efforts taking into account that the parties do not own the Adelphia Systems. If as a result of this limitation any given filing cannot be made to obtain such approval prior to Closing, and if such approval is obtained, Comcast Trust and Comcast Subsidiary will amend the Adelphia Closings, declaration of trust of Comcast Trust to permit the parties will take all reasonable actions to make such filing as promptly as practicable after consummation of the Adelphia Closingstransactions contemplated by this Agreement.

Certain Additional Covenants Regarding Required Consents; HSR Act Filing. (a) By no later than 45 days from after the date of this Agreementhereof, Transferee Parent Comcast Trust, Comcast Subsidiary and Transferor Parent TWE shall provide each other with all necessary documentation to allow filing of FCC Forms 394 with respect to the Transferred Systems Franchises. Transferor Parent Comcast Trust, Comcast Subsidiary and Transferee Parent TWE shall use commercially reasonable efforts to cooperate with one another and file with the applicable Governmental Authority FCC Forms 394 for each of the Transferred Franchise System Franchises which requires the consent of such Governmental Authority in connection with the transactions contemplated by this Agreement, no later than 60 days after the date hereof. (b) Subject to Section 6.1(f7.1(h), from and after the date hereof, Transferee Parent the parties shall use its their commercially reasonable efforts to cooperate with Transferor Parent each other in obtaining the TWE Required Consents and any other consent, Authorization or approval, including with the relevant franchising authorities in respect of the Transferred Systems Franchises, necessary or commercially advisable with respect to the transactions contemplated hereby hereunder including, to the extent commercially reasonable, the attendance of representatives of Transferee Parent Comcast Trust and Comcast Subsidiary at meetings and hearings before applicable Governmental Authorities in connection with the transfer of any Transferred Systems License or Transferred Systems Franchise and by providing appropriate financial statements, insurance certificates and surety bonds required to obtain such TWE Required Consents. (c) The parties shall as soon as practicable after the date hereof, but in any event no later than 20 Business Days after the date hereof (except to the extent any delay beyond such period results from a failure to obtain any required information relating to the Adelphia Systems or Adelphia Assets from Adelphia or its Affiliates)hereof, complete and file, or cause to be completed and filed, any notification and report required to be filed under the HSR Act with respect to the transactions contemplated by this Agreement and each such filing shall request early termination of the waiting period imposed by the HSR Act. The parties shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any inquiries or requests received from a Governmental Authority for additional information or documentation in connection with antitrust matters. The parties shall use commercially reasonable efforts to overcome any objections which may be raised by any Governmental Authority having jurisdiction over antitrust matters. Each party shall cooperate to prevent inconsistencies between their respective filings and between their respective responses to all such inquiries and requests, and shall furnish to each other such necessary information and reasonable assistance as the other may request in connection with its preparation of necessary filings or submissions under the HSR Act. Notwithstanding the foregoing or anything else in the Agreement to the contrary, neither party shall be required to enter into any consent decree with any Governmental Authority relating to antitrust matters or to sell or hold 60 separate any assets or make any change in operations or activities of the business (or any material assets employed therein) of such party or its Affiliates, if a party determines in good faith that such change would be adverse to the operations or activities of the business (or any material assets employed therein) of such party or any of its Affiliates having significant assets, net worth or revenue. The cost of any filing fees in connection with any required filing pursuant to the HSR Act shall be borne equally by Comcast Subsidiary and TWCTWE. (d) It is understood The parties understand and agreed agree that the obligations as part of the parties under this Section 6.3 areFCC Trust Requirements the declaration of trust of Comcast Trust may be required to be amended in order to permit the TWE Redemption or the Comcast Subsidiary Transfer, with respect and any such amendment would require approval of the FCC. If such amendment is required, Comcast Trust and Comcast Subsidiary agree to the Adelphia Systems and the period prior to the Adelphia Closings, limited to those that can be fulfilled using use commercially reasonable efforts taking into account that the parties do not own the Adelphia Systems. If as a result of this limitation any given filing cannot be made to obtain such approval prior to Closing, and if such approval is obtained, Comcast Trust and Comcast Subsidiary will amend the Adelphia Closings, declaration of trust of Comcast Trust to permit the parties will take all reasonable actions to make such filing as promptly as practicable after consummation of the Adelphia Closingstransactions contemplated by this Agreement.

Certain Additional Covenants Regarding Required Consents; HSR Act Filing. (a) By no later than 45 days from after the date of this Agreementhereof, Transferee Parent Comcast Trust, Comcast Subsidiary and Transferor Parent TWE shall provide each other with all necessary documentation to allow filing of FCC Forms 394 with respect to the Transferred Systems Franchises. Transferor Parent Comcast Trust, Comcast Subsidiary and Transferee Parent TWE shall use commercially reasonable efforts to cooperate with one another and file with the applicable Governmental Authority FCC Forms 394 for each of the Transferred Franchise System Franchises which requires the consent of such Governmental Authority in connection with the transactions contemplated by this Agreement, no later than 60 days after the date hereof. (b) Subject to Section 6.1(f7.1(h), from and after the date hereof, Transferee Parent the parties shall use its their commercially reasonable efforts to cooperate with Transferor Parent each other in obtaining the TWE Required Consents and any other consent, Authorization or approval, including with the relevant franchising authorities in respect of the Transferred Systems Franchises, necessary or commercially advisable with respect to the transactions contemplated hereby hereunder including, to the extent commercially reasonable, the attendance of representatives of Transferee Parent Comcast Trust and Comcast Subsidiary at meetings and hearings before applicable Governmental Authorities in connection with the transfer of any Transferred Systems License or Transferred Systems Franchise and by providing appropriate financial statements, insurance certificates and surety bonds required to obtain such TWE Required Consents. (c) The parties shall as soon as practicable after the date hereof, but in any event no later than 20 Business Days after the date hereof (except to the extent any delay beyond such period results from a failure to obtain any required information relating to the Adelphia Systems or Adelphia Assets from Adelphia or its Affiliates)hereof, complete and file, or cause to be completed and filed, any notification and report required to be filed under the HSR Act with respect to the transactions contemplated by this Agreement and each such filing shall request early termination of the waiting period imposed by the HSR Act. The parties shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any inquiries or requests received from a Governmental Authority for additional information or documentation in connection with antitrust matters. The parties shall use commercially reasonable efforts to overcome any objections which may be raised by any Governmental Authority having jurisdiction over antitrust matters. Each party shall cooperate to prevent inconsistencies between their respective filings and between their respective responses to all such inquiries and requests, and shall furnish to each other such necessary information and reasonable assistance as the other may request in connection with its preparation of necessary filings or submissions under the HSR Act. Notwithstanding the foregoing or anything else in the Agreement to the contrary, neither party shall be required to enter into any consent decree with any Governmental Authority relating to antitrust matters or to sell or hold separate any assets or make any change in operations or activities of the business (or any material assets employed therein) of such party or its Affiliates, if a party determines in good faith that such change would be adverse to the operations or activities of the business (or any material assets employed therein) of such party or any of its Affiliates having significant assets, net worth or revenue. The cost of any filing fees in connection with any required filing pursuant to the HSR Act shall be borne equally by Comcast Subsidiary and TWCTWE. (d) It is understood The parties understand and agreed agree that the obligations as part of the parties under this Section 6.3 areFCC Trust Requirements the declaration of trust of Comcast Trust may be required to be amended in order to permit the TWE Redemption or the Comcast Subsidiary Transfer, with respect and any such amendment would require approval of the FCC. If such amendment is required, Comcast Trust and Comcast Subsidiary agree to the Adelphia Systems and the period prior to the Adelphia Closings, limited to those that can be fulfilled using use commercially reasonable efforts taking into account that the parties do not own the Adelphia Systems. If as a result of this limitation any given filing cannot be made to obtain such approval prior to Closing, and if such approval is obtained, Comcast Trust and Comcast Subsidiary will amend the Adelphia Closings, declaration of trust of Comcast Trust to permit the parties will take all reasonable actions to make such filing as promptly as practicable after consummation of the Adelphia Closingstransactions contemplated by this Agreement.

Certain Additional Covenants Regarding Required Consents; HSR Act Filing. (a) By no later than 45 days from after the date of this Agreementhereof, Transferee Parent Comcast Trust, Comcast Subsidiary and Transferor Parent Time Warner Cable shall provide each other with all necessary documentation to allow filing of FCC Forms 394 with respect to the Transferred Systems Franchises. Transferor Parent Comcast Trust, Comcast Subsidiary and Transferee Parent Time Warner Cable shall use commercially reasonable efforts to cooperate with one another and file with the applicable Governmental Authority FCC Forms 394 for each of the Transferred Franchise System Franchises which requires the consent of such Governmental Authority in connection with the transactions contemplated by this Agreement, no later than 60 days after the date hereof. (b) Subject to Section 6.1(f7.1(h), from and after the date hereof, Transferee Parent the parties shall use its their commercially reasonable efforts to cooperate with Transferor Parent each other in obtaining the Time Warner Cable Required Consents and any other consent, Authorization or approval, including with the relevant franchising authorities in respect of the Transferred Systems Franchises, necessary or commercially advisable with respect to the transactions contemplated hereby hereunder including, to the extent commercially reasonable, the attendance of representatives of Transferee Parent Comcast Trust and Comcast Subsidiary at meetings and hearings before applicable Governmental Authorities in connection with the transfer of any Transferred Systems License or Transferred Systems Franchise and by providing appropriate financial statements, insurance certificates and surety bonds required to obtain such Time Warner Cable Required Consents. (c) The parties shall as soon as practicable after the date hereof, but in any event no later than 20 Business Days after the date hereof (except to the extent any delay beyond such period results from a failure to obtain any required information relating to the Adelphia Systems or Adelphia Assets from Adelphia or its Affiliates)hereof, complete and file, or cause to be completed and filed, any notification and report required to be filed under the HSR Act with respect to the transactions contemplated by this Agreement and each such filing shall request early termination of the waiting period imposed by the HSR Act. The parties shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any inquiries or requests received from a Governmental Authority for additional information or documentation in connection with antitrust matters. The parties shall use commercially reasonable efforts to overcome any objections which may be raised by any Governmental Authority having jurisdiction over antitrust matters. Each party shall cooperate to prevent inconsistencies between their respective filings and between their respective responses to all such inquiries and requests, and shall furnish to each other such necessary information and reasonable assistance as the other may request in connection with its preparation of necessary filings or submissions under the HSR Act. Notwithstanding the foregoing or anything else in the Agreement to the contrary, neither party shall be required to enter into any consent decree with any Governmental Authority relating to antitrust matters or to sell or hold separate any assets or make any change in operations or activities of the business (or any material assets employed therein) of such party or its Affiliates, if a party determines in good faith that such change would be adverse to the operations or activities of the business (or any material assets employed therein) of such party or any of its Affiliates having significant assets, net worth or revenue. The cost of any filing fees in connection with any required filing pursuant to the HSR Act shall be borne equally by Comcast Subsidiary and TWCTime Warner Cable. (d) It is understood The parties understand and agreed agree that the obligations as part of the parties under this Section 6.3 areFCC Trust Requirements the declaration of trust of Comcast Trust may be required to be amended in order to permit the TWC Redemption or the Comcast Subsidiary Transfer, with respect and any such amendment would require approval of the FCC. If such amendment is required, Comcast Trust and Comcast Subsidiary agree to the Adelphia Systems and the period prior to the Adelphia Closings, limited to those that can be fulfilled using use commercially reasonable efforts taking into account that the parties do not own the Adelphia Systems. If as a result of this limitation any given filing cannot be made to obtain such approval prior to Closing, and if such approval is obtained, Comcast Trust and Comcast Subsidiary will amend the Adelphia Closings, declaration of trust of Comcast Trust to permit the parties will take all reasonable actions to make such filing as promptly as practicable after consummation of the Adelphia Closingstransactions contemplated by this Agreement.

Certain Additional Covenants Regarding Required Consents; HSR Act Filing. (a) By no later than 45 days from after the date of this Agreementhereof, Transferee Parent Comcast Trust, Comcast Subsidiary and Transferor Parent Time Warner Cable shall provide each other with all 67 necessary documentation to allow filing of FCC Forms 394 with respect to the Transferred Systems Franchises. Transferor Parent Comcast Trust, Comcast Subsidiary and Transferee Parent Time Warner Cable shall use commercially reasonable efforts to cooperate with one another and file with the applicable Governmental Authority FCC Forms 394 for each of the Transferred Franchise System Franchises which requires the consent of such Governmental Authority in connection with the transactions contemplated by this Agreement, no later than 60 days after the date hereof. (b) Subject to Section 6.1(f7.1(h), from and after the date hereof, Transferee Parent the parties shall use its their commercially reasonable efforts to cooperate with Transferor Parent each other in obtaining the Time Warner Cable Required Consents and any other consent, Authorization or approval, including with the relevant franchising authorities in respect of the Transferred Systems Franchises, necessary or commercially advisable with respect to the transactions contemplated hereby hereunder including, to the extent commercially reasonable, the attendance of representatives of Transferee Parent Comcast Trust and Comcast Subsidiary at meetings and hearings before applicable Governmental Authorities in connection with the transfer of any Transferred Systems License or Transferred Systems Franchise and by providing appropriate financial statements, insurance certificates and surety bonds required to obtain such Time Warner Cable Required Consents. (c) The parties shall as soon as practicable after the date hereof, but in any event no later than 20 Business Days after the date hereof (except to the extent any delay beyond such period results from a failure to obtain any required information relating to the Adelphia Systems or Adelphia Assets from Adelphia or its Affiliates)hereof, complete and file, or cause to be completed and filed, any notification and report required to be filed under the HSR Act with respect to the transactions contemplated by this Agreement and each such filing shall request early termination of the waiting period imposed by the HSR Act. The parties shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any inquiries or requests received from a Governmental Authority for additional information or documentation in connection with antitrust matters. The parties shall use commercially reasonable efforts to overcome any objections which may be raised by any Governmental Authority having jurisdiction over antitrust matters. Each party shall cooperate to prevent inconsistencies between their respective filings and between their respective responses to all such inquiries and requests, and shall furnish to each other such necessary information and reasonable assistance as the other may request in connection with its preparation of necessary filings or submissions under the HSR Act. Notwithstanding the foregoing or anything else in the Agreement to the contrary, neither party shall be required to enter into any consent decree with any Governmental Authority relating to antitrust matters or to sell or hold separate any assets or make any change in operations or activities of the business (or any material assets employed therein) of such party or its Affiliates, if a party determines in good faith that such change would be adverse to the operations or activities of the business (or any material assets employed therein) of such party or any of its Affiliates having significant assets, net worth or revenue. The cost of any filing fees in connection with any required filing pursuant to the HSR Act shall be borne equally by Comcast Subsidiary and TWC.Time Warner Cable. 68 (d) It is understood The parties understand and agreed agree that the obligations as part of the parties under this Section 6.3 areFCC Trust Requirements the declaration of trust of Comcast Trust may be required to be amended in order to permit the TWC Redemption or the Comcast Subsidiary Transfer, with respect and any such amendment would require approval of the FCC. If such amendment is required, Comcast Trust and Comcast Subsidiary agree to the Adelphia Systems and the period prior to the Adelphia Closings, limited to those that can be fulfilled using use commercially reasonable efforts taking into account that the parties do not own the Adelphia Systems. If as a result of this limitation any given filing cannot be made to obtain such approval prior to Closing, and if such approval is obtained, Comcast Trust and Comcast Subsidiary will amend the Adelphia Closings, declaration of trust of Comcast Trust to permit the parties will take all reasonable actions to make such filing as promptly as practicable after consummation of the Adelphia Closingstransactions contemplated by this Agreement.

Certain Additional Covenants Regarding Required Consents; HSR Act Filing. (a) By With respect to the Transferred Systems numbered (1), (7), (8) and (9) on Schedule A, by no later than 45 days from after the date earlier of this (i) September 30, 2005 and (ii) termination of the TWC Redemption Agreement prior to the Closing (as defined in the TWC Redemption Agreement) occurring, Transferee Parent Comcast Trust, Comcast Subsidiary and Transferor Parent Time Warner Cable shall provide each other with all necessary documentation to allow filing of FCC Forms 394 with respect to the such Transferred Systems Franchises. Transferor Parent Comcast Trust, Comcast Subsidiary and Transferee Parent Time Warner Cable shall use commercially reasonable efforts to cooperate with one another and file with the applicable Governmental Authority FCC Forms 394 for each of the Transferred Franchise System Franchises with respect to the Transferred Systems numbered (1), (7), (8) and (9) on Schedule A which requires the consent of such Governmental Authority in connection with the transactions contemplated by this Agreement, no later than 60 days after the date hereofearlier of (i) September 30, 2005 and (ii) termination of the TWC Redemption Agreement prior to the Closing (as defined in the TWC Redemption Agreement) occurring. In the event that on or prior to September 30, 2005 the condition set forth in Section 8.1(l) shall not have been satisfied, Time Warner Cable, Comcast Trust and Comcast Subsidiary shall discuss in good faith whether the filing of FCC Forms 394 with respect to the Transferred Systems numbered (1), (7), (8) and (9) on Schedule A, as of the time period contemplated by the preceding sentence, is advisable and whether such time period should be extended. With respect to the Transferred Systems numbered (2), (3), (4), (5) and (6) on Schedule A, Comcast Trust, Comcast Subsidiary and Time Warner Cable agree that the requirement to make FCC Form 394 filings to be made with respect to such Transferred Systems shall be satisfied by the filings made with respect to such Transferred Systems pursuant to Section 7.3(a) of the TWC Redemption Agreement and that such filings shall appropriately reflect the possibility of such Transferred Systems being transferred pursuant to this Agreement. (b) Subject to Section 6.1(f7.1(h), from and after the date hereofOption Exercise Date, Transferee Parent the parties shall use its their commercially reasonable efforts to cooperate with Transferor Parent each other in obtaining the Time Warner Cable Required Consents and any other consent, Authorization or approval, including with the relevant franchising authorities in respect of the Transferred Systems Franchises, necessary or commercially advisable with respect to the transactions contemplated hereby hereunder including, to the extent commercially reasonable, the attendance of representatives of Transferee Parent Comcast Trust and Comcast Subsidiary at meetings and hearings before applicable Governmental Authorities in connection with the transfer of any Transferred Systems License or Transferred Systems Franchise and by providing appropriate financial statements, insurance certificates and surety bonds required to obtain such Time Warner Cable Required Consents. (c) The parties shall as soon as practicable after the date hereofOption Exercise Date, but in any event no later than 20 Business Days after the date hereof (except to the extent any delay beyond such period results from a failure to obtain any required information relating to the Adelphia Systems or Adelphia Assets from Adelphia or its Affiliates)Option Exercise Date, complete and file, or cause to be completed and filed, any notification and report required to be filed under the HSR Act with respect to the transactions contemplated by this Agreement and each such filing shall request early termination of the waiting period imposed by the HSR Act. The parties shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any inquiries or requests received from a Governmental Authority for additional information or documentation in connection with antitrust matters. The parties shall use commercially reasonable efforts to overcome any objections which may be raised by any Governmental Authority having jurisdiction over antitrust matters. Each party shall cooperate to prevent inconsistencies between their respective filings and between their respective responses to all such inquiries and requests, and shall furnish to each other such necessary information and reasonable assistance as the other may request in connection with its preparation of necessary filings or submissions under the HSR Act. Notwithstanding the foregoing or anything else in the Agreement to the contrary, neither party shall be required to enter into any consent decree with any Governmental Authority relating to antitrust matters or to sell or hold separate any assets or make any change in operations or activities of the business (or any material assets employed therein) of such party or its Affiliates, if a party determines in good faith that such change would be adverse to the operations or activities of the business (or any material assets employed therein) of such party or any of its Affiliates having significant assets, net worth or revenue. The cost of any filing fees in connection with any required filing pursuant to the HSR Act shall be borne equally by Comcast Subsidiary and TWCTime Warner Cable. (d) It is understood The parties understand and agreed agree that the obligations as part of the parties under this Section 6.3 areFCC Trust Requirements the declaration of trust of Comcast Trust may be required to be amended in order to permit the TWC Redemption or the Comcast Subsidiary Transfer, with respect and any such amendment would require approval of the FCC. If such amendment is required, Comcast Trust and Comcast Subsidiary agree to the Adelphia Systems and the period prior to the Adelphia Closings, limited to those that can be fulfilled using use commercially reasonable efforts taking into account that the parties do not own the Adelphia Systems. If as a result of this limitation any given filing cannot be made to obtain such approval prior to Closing, and if such approval is obtained, Comcast Trust and Comcast Subsidiary will amend the Adelphia Closings, declaration of trust of Comcast Trust to permit the parties will take all reasonable actions to make such filing as promptly as practicable after consummation of the Adelphia Closingstransactions contemplated by this Agreement.