FOR ANY SUCH RENEWAL UNDER SECTION 626 OF THE
COMMUNICATIONS ACT, AND SELLER AND ITS AFFILIATES HAVE DULY AND TIMELY COMPLIED
IN ALL MATERIAL RESPECTS WITH ANY AND ALL INQUIRIES AND DEMANDS BY ANY AND ALL
GOVERNMENT ENTITIES MADE WITH RESPECT TO SELLER'S OR SUCH AFFILIATES' REQUESTS
FOR ANY SUCH RENEWAL, (V) NONE OF SELLER, ANY OF ITS AFFILIATES OR ANY
GOVERNMENT ENTITY HAS COMMENCED OR REQUESTED THE COMMENCEMENT OF AN
ADMINISTRATIVE PROCEEDING CONCERNING THE RENEWAL OF A MATERIAL FRANCHISE AS
PROVIDED IN SECTION 626(C)(1) OF THE COMMUNICATIONS ACT, AND (VI) TO THE
KNOWLEDGE OF SELLER, THERE EXIST NO FACTS OR CIRCUMSTANCES THAT MAKE IT LIKELY
THAT ANY MATERIAL FRANCHISE SHALL NOT BE RENEWED OR EXTENDED ON COMMERCIALLY
REASONABLE TERMS.
(C)
WITH RESPECT TO THE FRANCHISES, NONE OF SELLER OR ANY OF ITS
AFFILIATES HAS MADE ANY MATERIAL COMMITMENT TO ANY GOVERNMENT ENTITY EXCEPT
(I) AS SET FORTH IN THE CONTRACTS LISTED ON SCHEDULE 3.17(C)(I) OF THE SELLER
DISCLOSURE SCHEDULE, TRUE AND COMPLETE COPIES OF WHICH HAVE BEEN MADE AVAILABLE
TO BUYER PRIOR TO MARCH 31, 2005, AND (II) SUCH OTHER FRANCHISE COMMITMENTS THAT
(A) ARE COMMERCIALLY REASONABLE GIVEN THE RELEVANT FRANCHISE AND LOCALITY AND
(B) DO NOT CONTAIN UNFULFILLED COMMITMENTS EXCEPT (1) THOSE COMMITMENTS
REFLECTED IN THE BUDGET OR THE DERIVATIVE 2004 FINANCIAL STATEMENTS (PROVIDED,
THAT ANY COMMITMENT SO REFLECTED ONLY IN PART WILL BE DEEMED TO BE COVERED BY
THIS EXCEPTION ONLY TO THE EXTENT SO REFLECTED) AND (2) THOSE COMMITMENTS THAT
ARE NOT MATERIAL RELATIVE TO SELLER'S OPERATIONS OR FINANCIAL PERFORMANCE IN THE
APPLICABLE FRANCHISE AREA.
75
(D)
SET FORTH ON SCHEDULE 3.17(D) OF THE SELLER DISCLOSURE SCHEDULE IS
A LIST OF EACH FRANCHISE SUBJECT TO A PURCHASE RIGHT AND EXCEPT AS SET FORTH ON
SUCH SCHEDULE NO SUCH PURCHASE RIGHT PROVIDES FOR PURCHASE THEREUNDER AT A PRICE
LESS THAN FAIR MARKET VALUE OR A THIRD PARTY OFFER PRICE.
SECTION 3.18
NETWORK ARCHITECTURE. SCHEDULE 3.18 OF THE SELLER
DISCLOSURE SCHEDULE SETS FORTH A TRUE AND COMPLETE STATEMENT (DETAILED BY CABLE
SYSTEM) AS OF DECEMBER 31, 2004 (OR, IN THE CASE OF CLAUSES (C) AND (F), AS OF
THE DATE HEREOF), OF (A) THE APPROXIMATE NUMBER OF PLANT MILES (AERIAL AND
UNDERGROUND) FOR EACH HEADEND LOCATED IN EACH SPECIFIED BUSINESS, (B) THE
APPROXIMATE BANDWIDTH CAPABILITY EXPRESSED IN MHZ OF EACH SUCH HEADEND, (C) THE
STATIONS AND SIGNALS CARRIED BY EACH SUCH HEADEND AND THE CHANNEL POSITION OF
EACH SUCH SIGNAL AND STATION, (D) THE APPROXIMATE NUMBER OF MULTIPLE DWELLING
UNITS SERVED BY SUCH SPECIFIED BUSINESS, (E) THE APPROXIMATE NUMBER OF HOMES
PASSED IN SUCH SPECIFIED BUSINESS AS REFLECTED IN THE SYSTEM RECORDS OF SELLER
OR ANY OF ITS AFFILIATES, (F) A DESCRIPTION OF BASIC AND OPTIONAL OR TIER
SERVICES AVAILABLE AND THE RATES CHARGED FOR EACH SUCH SPECIFIED BUSINESS,
(G) THE BANDWIDTH CAPACITY OF EACH CABLE SYSTEM IN SUCH SPECIFIED BUSINESS FOR
EACH HEADEND, AND (H) THE MUNICIPALITIES SERVED BY EACH OF THE CABLE SYSTEMS IN
SUCH SPECIFIED BUSINESS AND THE PUBLIC SERVICE NUMBERS OF SUCH MUNICIPALITIES.