OF COVERAGE) WITH RESPECT TO THE TRANSFERRED ASSETS AND THE OPERATION OF EACH
SPECIFIED BUSINESS AND (II) ENFORCE IN GOOD FAITH THE RIGHTS UNDER THE INSURANCE
POLICIES;
(Q)
USE COMMERCIALLY REASONABLE EFFORTS TO PERFORM ALL POST-PETITION
OBLIGATIONS UNDER ALL OF THE FRANCHISES, OTHER MATERIAL GOVERNMENTAL
AUTHORIZATIONS AND ASSIGNED CONTRACTS WITHOUT MATERIAL BREACH OR DEFAULT AND PAY
ALL POST-PETITION DATE LIABILITIES ARISING THEREUNDER IN THE ORDINARY COURSE OF
BUSINESS;
(R)
USE COMMERCIALLY REASONABLE EFFORTS TO RENEW ANY MATERIAL
GOVERNMENTAL AUTHORIZATIONS WHICH EXPIRE PRIOR TO THE CLOSING DATE;
(S)
USE COMMERCIALLY REASONABLE EFFORTS TO MAKE CAPITAL EXPENDITURES
AND OPERATE IN ACCORDANCE WITH THE CAPITAL AND OPERATING BUDGET SET FORTH ON
SCHEDULE 5.2(S) OF THE SELLER DISCLOSURE SCHEDULE (THE "BUDGET") AND, IN THE
CASE OF
CAPITAL EXPENDITURES, ON A LINE ITEM BASIS;
(T)
MAINTAIN INVENTORY SUFFICIENT FOR THE OPERATION OF EACH SPECIFIED
BUSINESS IN THE ORDINARY COURSE OF BUSINESS;
(U)
NOT ENGAGE IN ANY MARKETING, SUBSCRIBER INSTALLATION OR COLLECTION
PRACTICES OTHER THAN IN THE ORDINARY COURSE OF BUSINESS;
(V)
NOT CONVERT ANY BILLING SYSTEMS USED BY ANY SPECIFIED BUSINESS;
(W)
USE COMMERCIALLY REASONABLE EFFORTS TO IMPLEMENT ALL RATE CHANGES
PROVIDED FOR IN THE BUDGET AND EXCEPT FOR RATE INCREASES PROVIDED FOR IN THE
BUDGET NOT CHANGE THE RATE CHARGED FOR ANY LEVEL OF CABLE TELEVISION, TELEPHONY
OR HIGH SPEED DATA SERVICES;
(X)
EXCEPT AS REQUIRED BY APPLICABLE LAW (INCLUDING APPLICABLE
MUST-CARRY LAWS), NOT ADD OR VOLUNTARILY DELETE ANY CHANNELS FROM ANY CABLE
SYSTEM, OR CHANGE THE CHANNEL LINEUP IN ANY CABLE SYSTEM OR COMMIT TO DO ANY OF
THE FOREGOING IN THE FUTURE; EXCEPT FOR (I) PENDING CHANNEL ADDITIONS AND
DELETIONS OR CHANGES IN CHANNEL LINEUPS TO THE EXTENT CUSTOMER NOTIFICATIONS
HAVE, AS OF THE DATE HEREOF, BEEN MAILED OR OTHERWISE MADE IN A MANNER PERMITTED
BY EACH APPLICABLE FRANCHISE; (II) CHANNEL ADDITIONS OR CHANGES IN LINEUPS AS
REQUIRED IN ORDER TO FULFILL DISTRIBUTION COMMITMENTS OR BROADCAST STATION
RETRANSMISSION CONSENT OBLIGATIONS (IN EITHER CASE, EXISTING AS OF THE DATE
HEREOF) PURSUANT TO EXISTING CONTRACTS, AND SOLELY TO THE EXTENT THE COMMITMENT
AND/OR OBLIGATION MUST, PURSUANT TO SUCH CONTRACT, BE SATISFIED PRIOR TO THE
CLOSING DATE; (III) CHANNEL ADDITIONS, MIGRATIONS OR CHANGES IN CHANNEL LINEUPS
IN CONNECTION WITH HEADEND CONSOLIDATIONS (PROVIDED, HOWEVER, THAT NO NEW
CHANNELS MAY BE ADDED TO A SYSTEM
97
UNLESS IMMEDIATELY PRIOR TO THE HEADEND CONSOLIDATION, THE CHANNEL WAS SO
CARRIED ON ONE HEADEND OR THE OTHER, PROVIDED, FURTHER, THAT IF SUCH CHANNEL IS
CARRIED ON BOTH HEADENDS AND THE CHANNEL IS NOT CARRIED ON THE SAME TIER OR
LEVEL OF SERVICE ON THE TWO HEADENDS, THEN AFTER SUCH CONSOLIDATION, THE CHANNEL
SHALL BE CARRIED ON THE TIER OR LEVEL OF SERVICE OF THE DOMINANT HEADEND);
(IV) THE ADDITION OF ONE OR MORE OF THE CHANNELS LISTED ON SCHEDULE
5.2(X)(IV) OF THE SELLER DISCLOSURE SCHEDULE IN CONNECTION WITH A SYSTEM
UPGRADE; (V) THE ROLL-OUT OF ANY VIDEO ON DEMAND SERVICE LISTED ON SCHEDULE
5.2(X)(V) OF THE SELLER DISCLOSURE SCHEDULE OR ANY FREE VIDEO ON DEMAND SERVICES
FOR WHICH SELLER