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Section 2.1(a) hereof and otherwise treated as a Purchased Interest hereunder. If the status or qualification of the recipient of the Equity Consideration from FHGLP would cause the issuance of the Equity Consideration hereunder to require public registration of the Equity Consideration, as reasonably delemrined by Buyer, Buyer may elect to require FHGLP to not distribute the Equity Consideration to such recipient. (c) FHGLP hereby agrees to assign or cause to be assigned to Buyer at the Closing all of its rights and interest in Cele No. 13CI93800, Superior Cow of the State of California, County of Los Angeles, Falcon Britannia, L.P. and Camelot Cable, Inc. v. NYNEX Corporation, NYNEX U.K. Telephone and Cable T.V. Holding Company Limited, and Cable & Wireless Communications plc, and all related rights and claims (the "NYNEX Litigation"). (d) Subject to the terms and conditions set forth in Section 6.4(t) and (Itis Agreement, FHGLP and TO hereby agree to cause 1000% of the joint venture interests in Pacific Microwave Joint Vcnture to be assigned to Falcon at or prior to the Closing. 2.2 assumption fObligations- 6ff t nPaim bin Agreement ofFal (a) In consideration of the sale of the Purchased Interests and the contribution of the Contributed Interest, concurrently with the Closing, Buyer shall assume and be responsible for (and shall indemnify and hold Sellers harmless from and against) all obligations and liabilities associated with the Purchased Interests purchased by Buyer and the Contributed Interest contributed to Charter LLC by FHGLP, whether such obligations and liabilities arose prior to Closing or arise after the Closing, including (and notwithstanding any provision of applicable law to the contrary) all obligations and liabilities arising out of the ownership of a general parmcrship interest in any Falcon Company (collectively, the "Assumed Liabilities"), it being the intent of rhe paries that Sellers be protected against liabilities of the Falcon Companies as if the Sellers were stockholders in a corporation or members in a limited liability company; provided that Buyer shall not be deemed to have assumed directly any obligations and liabilities of the Falcon Companies vis-a-vis any Person that is not a party to this Agreement, and no such Person shall have any greater rights vis-a- vis Buyer or any of the Falcon Companies than as a result of Buyer's and the Falcon Companies, status as a general partner of the Falcon Companies. (o) It is understood and agreed by Buyer that from and after the Closing none of Sellers or thein partners or Shareholders or TCI Communications, Inc. (or any successor thereto) shall have any further rights (subject to and without limiting thein indemnification and exculpation rights as provided in Section 6.13), obligations or responsibilities of my nature whatsoever pursuant to the provisions of the Amended and Restated Agreement of Limited Partnership of Falcon Communications, L.P. dated as of December 30, 1997, as amended, or the Contribution and Purchase Agreement dated as of December 30, 1997 among Falcon, FHGLP, TO and certain other Parties, as amended, irrespective of when such obligations or responsibilities may have arisen or be deemed to have arisen. MI=3 eaEcmw.0 16