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conducted. Falcon has delivered or made available to Buyer true and complete copies of all
<br />Francldsea, FCC Licenses and Material Contracts as in effect on the date hereof. Except as set forth
<br />on Schedule 3.8. the Franchises, FCC Licenses and Material Contracts are in full fame and effect
<br />(subject to Franchises which have already expired and expiration at the and of their current term,
<br />which expired Franchises are identified on Schedule 3.8 together with the approximate number of
<br />Subscribers served in the Franchise Areas related to such Franchises) and, subject to such expiration,
<br />arrvafid, binding and enforceable upon the Falcon Company that is a party thereto and, to Falcon's
<br />Knowledge, the other parties thereto in accordance with their terms, except to the extent such
<br />enforceability may be affected by Enforceability Exceptions. Except as disclosed in Schedule 3.8
<br />the Falcon Companies are in compliance with the terns of the Franchises, FCC Licenses and
<br />Material Contracts, except for such noncompliance which in the aggregate is immaterial to the
<br />Falcon Companies, taken as a whole, or would not prevent the operation of the business of the
<br />Falcon ComPaniesas currently conducted, and, as of the date of this Agreement, none of the Falcon
<br />Companies has received any written notice from a Franchising Authority, a consultant representing
<br />a Franchising Authority, any state cable regulatory authority or the FCC to the effect that any of the
<br />Falcon Companies are not currently in compliance with the terms of the Franchise granted by such
<br />Franchising Authorityorwith any FCC License. Except as set forth in Schedule 3.8, a valid request
<br />for renewal has been timely filed under Section 626(a) of the Cable Act with the proper Franchising
<br />Authority with respect to each Franchise that has expired prior to, or will expire within thirty months
<br />after, the date of this Agreement.
<br />3.9 Title to and Condition f Real P orty and Tangible Pmgnal Prow
<br />Schedule 3,9 will, when delivered to Buyer no later than 60 days after the execution of this
<br />Agreement list the street address for all Real Property owned in fee by any of the Falcon Companies
<br />as of the date of this Agreement (excluding easements, rights-uf--way, and similar authorizations)
<br />(the "I've Properties'). Aone and correct copy of(i)each deed pursuant to which any of the Falcon
<br />Companies acquired any Fee Property, any survey and title insurance policies issued to such Falcon
<br />Company, (G) any leases under which any Falcon Company is the lessor affecting such Fee Property
<br />or (iii) any other easements, tights -of -way, covenants, conditions and restrictions, document or
<br />agreement affecting title to such Fee Property (and, in the case of this clause (iii), in the possession
<br />ofthe Falcon Companies) will have been delivered or made available to Buyer within 60 days after
<br />the execution of this Agreement (or, in the case of deeds, will be made available or delivered to
<br />Buyer prior to Closing). Schedule 3.9 will, when delivered to Buyer within 60 days after the
<br />--5m, u, this Agreement, list me street address for the material Real Property sites leased by any
<br />of the Falcon Companies, as lessee, as of the date of this Agreement and will set form the parties to
<br />the applicable lease and anyamendments, supplement or modifications thereto. Exceptasdisclosed
<br />in Schedule 3.9: (a) the Falcon Company that owns a fee estate in a Real Property parcel has good
<br />and marketable title thereto; (b) the Falcon Company that owns any material item of Tangible
<br />Personal Property has good and valid title thereto; (c) the Falcon Company that lenses any material
<br />Real Property site has a valid leasehold interest therein (subject to expiration of such lease in
<br />accordance with its terms), except to the extent that the failure to have any such valid leasehold
<br />interests would not impair the operation of the Systems in any material respect: and (d) the Falcon
<br />Company that leases any material item of Tangible Petsonal Properly has a valid leasehold interest
<br />therein (subject to expiration of such lease in accordance with its terms), in each case of (a). (b), (c)
<br />and (d) above, free and clear of all Encumbrances, other than Permitted Encumbrances and subject
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