THE REGISTRABLE SECURITIES FOR SALE IN ANY JURISDICTION OR THE INITIATION OR
THREAT IN WRITING OF ANY PROCEEDING FOR SUCH PURPOSE, (II) OF THE OCCURRENCE OF
ANY OF THE EVENTS DESCRIBED IN SECTION 6.3(B) THAT RESULTS IN THE ISSUER
DELAYING OR NOT TAKING A REGISTRATION ACTION; AND (III) OF THE DETERMINATION BY
THE ISSUER THAT A POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT WILL BE
FILED WITH THE COMMISSION; AND
(O)
THE ISSUER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PROMPTLY
TAKE ALL OTHER STEPS NECESSARY TO EFFECT THE REGISTRATION OF THE REGISTRABLE
SECURITIES CONTEMPLATED HEREBY.
6.2
Obligations of the Stockholder.
(A)
IN CONNECTION WITH ANY DISPOSITION, THE STOCKHOLDER SHALL
(I) PROMPTLY FURNISH TO THE ISSUER IN WRITING SUCH INFORMATION WITH RESPECT TO
THE STOCKHOLDER AND THE DISPOSITION AS THE ISSUER MAY REASONABLY REQUEST OR AS
MAY BE REQUIRED BY LAW FOR USE IN CONNECTION WITH ANY RELATED REGISTRATION
STATEMENT OR PROSPECTUS AND ALL INFORMATION REQUIRED TO BE DISCLOSED IN ORDER TO
MAKE THE INFORMATION PREVIOUSLY FURNISHED TO THE ISSUER BY THE STOCKHOLDER NOT
MATERIALLY MISLEADING OR NECESSARY TO CAUSE SUCH REGISTRATION STATEMENT NOT TO
OMIT A MATERIAL FACT WITH RESPECT TO THE STOCKHOLDER NECESSARY IN ORDER TO MAKE
THE STATEMENTS THEREIN NOT MISLEADING AND (II) PROVIDE THE ISSUER WITH THE
ADELPHIA FINANCIAL INFORMATION FOR USE IN THE PREPARATION OF ANY REGISTRATION
STATEMENT IN A TIMELY MANNER SO AS TO ENABLE THE ISSUER TO COMPLY WITH ITS
OBLIGATIONS UNDER ARTICLE IV AND SECTIONS 6.1 AND 6.3 OF THIS AGREEMENT.
(B)
THE STOCKHOLDER SHALL COMPLY WITH THE SECURITIES ACT AND THE
EXCHANGE ACT AND ALL APPLICABLE STATE SECURITIES LAWS AND COMPLY WITH ALL
APPLICABLE REGULATIONS IN CONNECTION WITH THE REGISTRATION AND THE DISPOSITION
OF THE REGISTRABLE SECURITIES.
(C)
THE STOCKHOLDER SHALL ENTER INTO AND PERFORM CUSTOMARY AGREEMENTS
(INCLUDING UNDERWRITING AND INDEMNIFICATION AND CONTRIBUTION AGREEMENTS IN
CUSTOMARY FORM WITH THE MANAGING UNDERWRITERS OR ANY OTHER COUNTERPARTY AND
REASONABLY ACCEPTABLE TO THE COUNTERPARTY) AND TAKE SUCH OTHER COMMERCIALLY
REASONABLE ACTIONS AS ARE REQUIRED IN ORDER TO EXPEDITE OR FACILITATE THE
DISPOSITION AND SHALL PROVIDE ALL REASONABLE COOPERATION CUSTOMARY FOR SIMILAR
DISPOSITIONS.
(D)
IN CONNECTION WITH ANY DISPOSITION, THE STOCKHOLDER AND ITS
AFFILIATES SHALL NOT USE ANY FREE WRITING PROSPECTUS WITHOUT THE PRIOR WRITTEN
CONSENT OF THE ISSUER.
(E)
IN CONNECTION WITH ANY DISPOSITION, THE STOCKHOLDER SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO ASSIST THE ISSUER IN RESPONDING TO PORTIONS
OF ANY AND ALL TRANSMITTAL LETTERS AND ANY OTHER CORRESPONDENCE (INCLUDING
COMMENT LETTERS) FROM
23
THE COMMISSION OR ANY OTHER GOVERNMENTAL ENTITY IN RESPECT OF ANY REGISTRATION
STATEMENT OR AMENDMENT OR SUPPLEMENT THERETO TO THE EXTENT THAT SUCH PORTIONS
PERTAIN TO THE STOCKHOLDER, THE ADELPHIA FINANCIAL INFORMATION OR THE
INFORMATION THE STOCKHOLDER HAS PROVIDED PURSUANT TO SECTION 6.2; IT BEING
UNDERSTOOD THAT MOST RELEVANT INFORMATION IS LIKELY TO BE IN THE POSSESSION OF
THE ISSUER OR COMCAST.
(F)
IN PREPARATION FOR ANY DISPOSITION (OTHER THAN THE FINAL
DISTRIBUTION OR AN ADDITIONAL DISPOSITION), THE STOCKHOLDER AND ADELPHIA SHALL
USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN "COLD COMFORT" LETTERS