SUBSCRIBERS OF ANY SUCH SERVICES AND OTHER THAN UNDER THE
CONTRACTS LISTED ON SCHEDULE 3.15(B)(VII) OF THE SELLER DISCLOSURE SCHEDULE;
OR
(VIII)
WITH RESPECT TO ANY CONTRACT ENTERED INTO FOLLOWING THE ENTRY OF
THE CONFIRMATION ORDER, ANY PROVISION THAT DIRECTLY OR INDIRECTLY RESTRICTS (OR
IMPOSES A PENALTY OR LOSS OF BENEFIT UPON) THE ASSIGNMENT OR TRANSFER OF THE
RIGHTS OR OBLIGATIONS THEREUNDER TO BUYER, FRIENDCO OR THEIR AFFILIATES.
(C)
SCHEDULE 3.15(C) OF THE SELLER DISCLOSURE SCHEDULE CONTAINS A TRUE
AND COMPLETE LIST, AS OF THE DATE HEREOF, OF ALL CONTRACTS (OTHER THAN EQUIPMENT
LEASES AND PROGRAMMING AGREEMENTS) TO WHICH SELLER OR ANY OF ITS AFFILIATES OR
ANY OF THEIR RESPECTIVE ASSETS ARE PARTY, BOUND OR SUBJECT THAT RELATE TO MORE
THAN ONE SPECIFIED BUSINESS OR TO BOTH A SPECIFIED BUSINESS AND ANY PART OF THE
FRIENDCO BUSINESS.
(D)
SUBJECT TO THE ENTRY OF THE CONFIRMATION ORDER, ALL ASSIGNED
CONTRACTS WILL BE, WHEN ASSUMED BY SELLER AND ASSIGNED TO BUYER HEREUNDER AND
UNDER THE CONFIRMATION ORDER, IN FULL FORCE AND EFFECT AND WILL BE ENFORCEABLE
AGAINST EACH PARTY THERETO IN ACCORDANCE WITH THE EXPRESS TERMS THEREOF AND ANY
VIOLATION, BREACH OR EVENT OF DEFAULT, OR ALLEGED VIOLATION, BREACH OR EVENT OF
DEFAULT, OR EVENT OR CONDITION THAT, AFTER NOTICE OR LAPSE OF TIME OR BOTH,
WOULD CONSTITUTE A VIOLATION, BREACH OR EVENT OF DEFAULT
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THEREUNDER ON THE PART OF SELLER OR ANY OF ITS AFFILIATES EXISTING PRIOR TO SUCH
ASSUMPTION AND ASSIGNMENT WILL BE FULLY DISCHARGED AND BUYER SHALL HAVE NO
RESPONSIBILITY THEREFOR EXCEPT FOR ANY ASSUMED CURE COSTS. TO THE KNOWLEDGE OF
SELLER, NO OTHER PARTY TO ANY CONTRACT OF SELLER OR ANY OF ITS AFFILIATES IS IN
DEFAULT, VIOLATION OR BREACH OF SUCH CONTRACT, AND THERE ARE NO DISPUTES PENDING
OR THREATENED UNDER ANY SUCH CONTRACT OTHER THAN THOSE DEFAULTS, VIOLATIONS,
BREACHES AND DISPUTES THAT WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE,
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT. IN THE LAST FIVE
YEARS, NONE OF SELLER OR ANY OF ITS AFFILIATES HAS MADE ANY MATERIAL CLAIM UNDER
ANY CONTRACT PURSUANT TO WHICH ANY OF THE CABLE SYSTEMS WERE ACQUIRED.
Section 3.16
Cable System and Subscriber Information.
(A)
EXCEPT FOR THE FRIENDCO TRANSFERRED ASSETS, NONE OF SELLER OR ANY
OF ITS AFFILIATES, DIRECTLY OR INDIRECTLY, OWNS ANY SYSTEMS OTHER THAN THE CABLE
SYSTEMS LISTED ON SCHEDULE 3.16(A) OF THE SELLER DISCLOSURE SCHEDULE.
(B)
EXCEPT FOR THE MCE SYSTEMS AND THE FRIENDCO TRANSFERRED ASSETS,
NONE OF SELLER OR ANY OF ITS AFFILIATES, DIRECTLY OR INDIRECTLY, MANAGES OR
OPERATES ANY SYSTEMS WHICH IT DOES NOT, DIRECTLY OR INDIRECTLY, WHOLLY OWN.
(C)
NONE OF SELLER OR ANY OF ITS AFFILIATES, DIRECTLY OR INDIRECTLY,
OWNS ANY SYSTEMS THAT IT DOES NOT, DIRECTLY OR INDIRECTLY, MANAGE AND OPERATE.
(D)
SCHEDULE 3.16(D) OF THE SELLER DISCLOSURE SCHEDULE SETS FORTH THE
AGGREGATE NUMBER OF BASIC SUBSCRIBERS, DIGITAL SUBSCRIBERS AND HSI SUBSCRIBERS
OF EACH SPECIFIED BUSINESS (DETAILED BY CABLE SYSTEM) AS OF DECEMBER 31, 2004.
EACH SUCH AGGREGATE NUMBER HAS BEEN DETERMINED IN