SHALL EITHER (I) (A) CAUSE THE SUBSIDIARIES OF SELLER
LISTED ON SCHEDULE 5.13(H) OF THE SELLER DISCLOSURE SCHEDULE OR ANY OTHER
NON-DEBTOR SUBSIDIARY OF SELLER THAT ACQUIRES ASSETS RELATED TO THE ACQUIRED
BUSINESS (THE "NON-DEBTOR SUBSIDIARIES") TO FILE A PETITION FOR RELIEF UNDER
CHAPTER 11 OF THE BANKRUPTCY CODE (THE "ADDITIONAL REORGANIZATION CASE"),
(B) TAKE ALL STEPS REASONABLY NECESSARY TO OBTAIN APPROVAL BY THE BANKRUPTCY
COURT OF THE TRANSACTION AS IT RELATES TO THE NON-DEBTOR SUBSIDIARIES AND
(C) OBTAIN AN ADDITIONAL DISCHARGE FOR THE NON-DEBTOR SUBSIDIARIES, IN EACH CASE
AS EXPEDITIOUSLY AS POSSIBLE UNDER THE BANKRUPTCY CODE AND THE BANKRUPTCY RULES,
AND IN ANY EVENT PRIOR TO THE CLOSING, OR (II) SUBJECT TO THE PRIOR APPROVAL OF
THE BANKRUPTCY COURT, CAUSE EACH NON-DEBTOR SUBSIDIARY TO TRANSFER ANY ASSETS OF
SUCH NON-DEBTOR SUBSIDIARY TO A DEBTOR IN EXCHANGE FOR PAYMENT OF ADEQUATE
CONSIDERATION (PROVIDED, THAT SUCH TRANSFER SHALL BE REASONABLY SATISFACTORY TO
BUYER IN ALL MATERIAL RESPECTS AND SHALL RENDER SUCH ASSETS SUBJECT TO THE
DISCHARGE) (SUCH TRANSFER, A "NON-DEBTOR TRANSFER"). SELLER SHALL, AND SHALL
CAUSE EACH NON-DEBTOR SUBSIDIARY TO, (X) PROVIDE BUYER AND ITS COUNSEL WITH
COPIES OF ALL MATERIAL MOTIONS, APPLICATIONS, SUPPORTING PAPERS AND NOTICES
PREPARED BY SELLER OR SUCH NON-DEBTOR SUBSIDIARY (INCLUDING FORMS OF ORDERS AND
NOTICES TO INTERESTED PARTIES) RELATING IN ANY WAY TO AN ADDITIONAL
REORGANIZATION CASE OR NON-DEBTOR TRANSFER PRIOR TO THE FILING OF SUCH DOCUMENTS
AND (Y) PROVIDE BUYER, TO THE EXTENT PRACTICABLE, WITH A REASONABLE OPPORTUNITY
TO REVIEW AND COMMENT ON SAME. SELLER SHALL, AND SHALL CAUSE EACH NON-DEBTOR
SUBSIDIARY TO, CONSULT WITH BUYER PRIOR TO TAKING ANY ACTION IN OR WITH RESPECT
TO ANY ADDITIONAL REORGANIZATION CASE OR NON-DEBTOR TRANSFER. FOR PURPOSES OF
SECTIONS 2.1 AND 2.3 (INCLUDING ANY RELATED DEFINITIONS), UNLESS OTHERWISE
DIRECTED IN WRITING BY BUYER (AND ONLY TO THE EXTENT SET FORTH IN SUCH WRITING),
EACH NON-DEBTOR SUBSIDIARY SHALL ONLY BE CONSIDERED AN AFFILIATE OF SELLER IF
AND ONLY TO THE EXTENT SUCH NON-DEBTOR SUBSIDIARY SHALL HAVE PERFORMED THE
ACTIONS AND SATISFIED THE REQUIREMENTS SET FORTH IN CLAUSE (I) OR (II) OF THIS
SECTION 5.13(H).
(I)
SELLER SHALL, AND SHALL CAUSE EACH OF ITS AFFILIATES TO, USE
COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN THE EXCLUSIVE PERIODS PURSUANT TO
SECTION 1121(D) OF THE BANKRUPTCY CODE DURING WHICH THE DEBTORS MAY FILE A PLAN
OR PLANS OF REORGANIZATION AND SOLICIT ACCEPTANCES THEREOF.
(J)
ANY REMAINDER PLAN, ANY AND ALL EXHIBITS AND ATTACHMENTS TO ANY
REMAINDER PLAN, AND ANY AMENDMENT OR SUPPLEMENT TO ANY REMAINDER PLAN, (I) TO
THE EXTENT AFFECTING THE TERMS OF THE TRANSACTION (INCLUDING ANY TRANSFER (AS
DEFINED IN THE ADELPHIA REGISTRATION RIGHTS AND SALE AGREEMENT) OF PURCHASE
SHARES), THE TRANSFERRED ASSETS, THE ASSUMED LIABILITIES, PARENT OR ITS
AFFILIATES (IN THE CASE OF PARENT OR ITS AFFILIATES, ONLY TO THE EXTENT RELATED
TO THE TRANSACTION OR AN
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INTEREST IN THE TRANSFERRED JOINT VENTURE PARENTS (OTHER THAN WITH RESPECT TO
REMAINDER PLAN DISTRIBUTION MATTERS) AND NOT IN THEIR CAPACITY AS CREDITORS OR,
WITH RESPECT TO REMAINDER PLAN DISTRIBUTION MATTERS,