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"Transferable Franchise Arca" means any Franchise Area with respect to which (A) any Consent necessary under a Franchise (including an expired Franchise pursuant to which a Falcon Company is operating) in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained or shall have been deemed obtained by operation of law in accordance with the provisions of the Cable Act, or (B) no Consent is necessary under a Franchise in connection with the consummation of the transactions contemplated by this Agreement, provided that, with respect to any expired Franchise for which, as of the date hereof, the Franchising Authority has not granted to the applicable Falcon Company continuing operation authority and the Franchise Area serves greater than 350 Subscribers and pursuant to which Consent was not required prior to its expiration, a me and complete list of which is set forth on Schedule 1.1(1), the corresponding Franchise Area shall not be a Transferable Franchise Area unless and until the applicable Franchising Authority has either (i) consented to the consummation of the transactions contemplated by this Agreement, (ii) renewed such Franchise, or (iii) granted to the applicable Falcon Company continuing operating authority to the effect that such Falcon Company has authority to operate under such Franchise until such time as a fuel decision has been made with respect to the renewal of such Franchise, such consent, renewal or continuing operating authority being referred to as a "Designated Consent'), or (C) no Franchise is required to provide cable television service pursuant to applicable Legal Requirements, which Franchise Areas referred to in this clause (C) me listed on Schedule 3.8, or (D) with respect to the Franchises marked with an asterisk on Schedule 3.8 the applicable Franchising Authority has either (i) evidenced its acknowledgment and approval of the consummation of the transactions contemplated by this Agreement, or (ii) has not requested additional information from Falcon or Buyer regarding such transactions within 30 days of receiving the notification referred to in Section 6.4(h). "Upset Date" means November 30, 2000, subject to extension as provided in Section S.I(a)(3) and 8.1(a)(4). 1.2 Terms Defined Elsewhere in this Asamingnt. For purposes of this Agreement, and in addition to (i) the definitions set forth in the first paragraph hereof and in Section 1.1, and (ii) certain defined terms that are used solely within the section in which they are defined, the following terms have the meanings set forth in the sections indicated: jam Sectio Admsu—hit Esuow. wnvmt Section 2.5(a)(2) Adlird: Recital A Aggregate Consideration Section 2.3(a) Allocation Agreements Sation6.10(h) Allocation Notice Section2.1(b) Antitrust Division Section 6.5 Amended Falcon partnership Agreement Section 6.6(c) Assumed Liabilities Section 2.2(a) r orninnne execunon 12