TO BE ASSUMED, IF APPLICABLE, BY SELLER OR ANY OF ITS
AFFILIATES AND ASSIGNED BY SELLER OR ANY OF ITS AFFILIATES TO BUYER WITH RESPECT
TO EACH SPECIFIED BUSINESS (AS FURTHER IDENTIFIED BY BUYER PURSUANT TO THE
PROVISIONS OF THIS SECTION 5.13(B), THE "ASSIGNED CONTRACTS"). AS PROMPTLY AS
PRACTICABLE FOLLOWING THE DETERMINATION OF THE ASSIGNED CONTRACTS BY BUYER AND
IN ANY EVENT NO LATER THAN 20 DAYS PRIOR TO THE CONFIRMATION HEARING, SELLER OR
ITS AFFILIATES, AS THE CASE MAY BE, SHALL COMMENCE APPROPRIATE PROCEEDINGS
BEFORE THE BANKRUPTCY COURT AND OTHERWISE TAKE ALL NECESSARY ACTIONS IN ORDER TO
DETERMINE CURE COSTS WITH RESPECT TO ANY ASSIGNED CONTRACT ENTERED INTO PRIOR TO
THE PETITION DATE. NOTWITHSTANDING THE FOREGOING, PRIOR TO THE CLOSING, BUYER
MAY IDENTIFY (X) ANY ASSIGNED CONTRACT AS ONE THAT BUYER NO LONGER DESIRES TO
HAVE ASSIGNED TO IT AND SUCH CONTRACT SHALL FOR ALL PURPOSES OF THIS AGREEMENT,
INCLUDING SECTION 5.13(C), AND ANY ANCILLARY AGREEMENT BE DEEMED NOT TO BE AN
ASSIGNED CONTRACT AND (Y) ANY CONTRACT ENTERED INTO BY SELLER OF ANY OF ITS
AFFILIATES FOLLOWING ENTRY OF THE CONFIRMATION ORDER THAT IS RELATED TO ANY
SPECIFIED BUSINESS AS AN ASSIGNED CONTRACT AND SUCH CONTRACT SHALL FOR ALL
PURPOSES OF THIS AGREEMENT BE DEEMED TO BE AN ASSIGNED CONTRACT. AT THE
DIRECTION OF BUYER, SELLER SHALL, OR SHALL CAUSE ITS AFFILIATES TO, AS THE CASE
MAY BE, TAKE ALL NECESSARY ACTIONS AND, IF NECESSARY, PROMPTLY COMMENCE
APPROPRIATE PROCEEDINGS BEFORE THE BANKRUPTCY COURT IN ORDER TO EFFECT THE
ASSUMPTION OF ANY ASSIGNED CONTRACT BY SELLER OR ANY OF ITS AFFILIATES AND THE
ASSIGNMENT OF SUCH CONTRACT TO BUYER AT THE CLOSING PURSUANT TO THE PLAN.
FOLLOWING THE CLOSING, SELLER SHALL NOT, AND SHALL CAUSE EACH OF ITS AFFILIATES
NOT TO, AMEND, MODIFY, TERMINATE OR ABROGATE ANY ASSIGNED CONTRACT. SELLER
SHALL, AND SHALL CAUSE EACH OF ITS AFFILIATES TO, TAKE ALL ACTIONS SUCH THAT
EACH OCB CONTRACT THAT IS NOT AN ASSIGNED CONTRACT SHALL BE TERMINATED OR
REJECTED AS OF THE CLOSING.
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(C)
SELLER SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO MAKE
AVAILABLE TO BUYER AS PROMPTLY AS PRACTICABLE AFTER THE DATE HEREOF (OR, IN THE
CASE OF CONTRACTS ENTERED INTO AFTER THE DATE HEREOF, AS PROMPTLY THEREAFTER AS
PRACTICABLE) TRUE AND COMPLETE COPIES OF EACH OF THE CONTRACTS RELATED TO EACH
SPECIFIED BUSINESS (OTHER THAN PROGRAMMING AGREEMENTS BUT INCLUDING
RETRANSMISSION CONSENT AGREEMENTS) AND OF EACH OF THE CONTRACTS LISTED, OR
REQUIRED TO BE LISTED, IN SCHEDULE 3.15(B) OF THE SELLER DISCLOSURE SCHEDULE,
AND TRUE AND COMPLETE SUMMARIES OF THE TERMS OF ANY SUCH ORAL CONTRACTS; IT
BEING UNDERSTOOD THAT, IN ANY EVENT, SUCH COPIES AND SUMMARIES SHALL BE MADE
AVAILABLE IN RESPECT OF THE CONTRACTS LISTED ON THE LIST DELIVERED PURSUANT TO
THE FIRST SENTENCE OF SECTION 5.13(B) NO LATER THAN 70 DAYS PRIOR TO THE
CONFIRMATION HEARING.
(D)
OTHER THAN THE ASSUMED CURE COSTS, SELLER SHALL BE LIABLE FOR ALL
CURE COSTS, AND BUYER SHALL HAVE NO LIABILITY TO ANY SELLER INDEMNIFIED PARTY,
THE ESTATE