OR ANY OF ITS AFFILIATES), SELLER, ANY MANAGED CABLE ENTITY OR ANY OF ITS OR
THEIR CURRENT OR FORMER AFFILIATES OR ASSOCIATES (AS DEFINED IN RULE 405 UNDER
THE SECURITIES ACT), IN EACH CASE THAT WOULD CONTINUE TO BENEFIT ANY SUCH PERSON
AFTER THE CLOSING IF IT WERE AN ASSIGNED CONTRACT;
(VII)
ANY PROVISION RELATING TO THE USE BY THIRD PARTIES OF ANY OF THE
TRANSFERRED ASSETS TO PROVIDE TELEPHONE, INTERNET OR DATA SERVICES OTHER THAN IN
CONTRACTS WITH 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]TRANSACTION 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]TRANSACTION ORDER
(AND/OR THE ENTRY OF AN ORDER PRIOR TO THE CLOSING PURSUANT TO SECTION 365 OF
THE BANKRUPTCY CODE AUTHORIZING THE ASSUMPTION AND, IF APPLICABLE, ASSIGNMENT OF
ASSIGNED CONTRACTS), ALL ASSIGNED CONTRACTS WILL BE, WHEN ASSUMED BY SELLER AND
ASSIGNED TO BUYER HEREUNDER AND UNDER THE [CONFIRMATION]TRANSACTION ORDER (OR
SUCH OTHER 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
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LAPSE OF TIME OR BOTH, WOULD CONSTITUTE A VIOLATION, BREACH OR EVENT OF DEFAULT
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