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agreement, certificate of formation, limited liability company operating agreement, and all other <br />organizational documents of such Person. <br />"Permitted Encumbrances" means each of the following; (A) liens for current taxes and <br />other governmental charges that are not yet due and payable; (B) New for nixes, assessments, <br />governmental charges or levies, or claims the non-payment of which is being diligently contested <br />in good faith or New arising out ofjudgments or awards against the Falcon Companies with respect <br />to which at the time there shall be a prosecution for appeal or there shall be a proceeding to review <br />or the time limit has not yet ma for such an appeal or review with respect to such judgment or <br />award; provided that with respect to the foregoing New in this clause (B), adequate reserves shall <br />have been set aside on the Falcon Companies books, and no foreclosure, distraint, sale or similar <br />proceedings shall have been commenced with respect thereto that remain unstayed for a period of <br />60 days after thea commencement; (C) liens of carriers, warehousemen, mechanics, laborers, and <br />materialmen and other similar statutory liens incurred in the ordinary course of business for sums <br />not yet due or being diligently contested in good faith, and for which adequate reserves have been <br />set aside on the Falcon Companies' books; (D) liens intoned in the ordinary course of business in <br />con tecdon with workers compensation and unemployment insurance or similar laws; (E) statutory <br />landlords' liens; (hj with respect to the Real Property, leases, easements, rights to access, rights-of-- <br />way, mineral rights or other similar reservations and restrictions, defects of title, which are either <br />of record or set forth in Schedule 3.9 or in the deeds or leases to such Real Property or which, either <br />individually or in the aggregate, do not materially and adversely affect or interfere with the <br />ownership or use of such Real Property in the business and operation of the Systems as presently <br />conducted; (G) Encumbrances arising under or in respect of the Senior Debt and the Credit <br />Agreement and the Enstar Credit Agreement and the documents and instruments delivered in <br />connection therewith or pursuant thereto; and (ff) any other claims or encumbrances that are <br />described in Schedule 3.9 and that relate to liabilities and obligations that are to he discharged in full <br />at the Closing or that will be removed prior to or at Closing. <br />"Person" means an individual, corporation, association, partnership, joint venture, bust, <br />estate, limited liability company, limited liability partnership, Governmental Authority, or other <br />entity or organization. <br />"Pre -Closing Tax Period" means any Tax period (or portion thereof) ending on or before the <br />Closing Date. <br />"Put Agreement" means the Put Agreement by and among the patties named therein, <br />substantially in the form of Exhibit B hereto, which agreement shall be executed and delivered on <br />the Closing Date. <br />"Rate Regulatory Matter" means, with respect to any cable television system, any matter or <br />any effect on such system or the business or operations thereof, arising out of or related to the Cable <br />Act, any FCC Regulations heretofore adopted thereunder, or any other present or future Legal <br />Requirement dealing with, limiting or affecting the rates which can be charged by cable television <br />systems to thea customers (whether for programming, equipment, installation, service or otherwise). <br />r':�lassrsrla'rs . <br />