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r (E) my other contracts or commitments entered into in the ordinary course of business that are terminable on not more than sixty days prior notice without the payment of my penalty or that do not involve post -Closing obligations in excess of One Hundred Fifty Thousand Dollars ($150,000) per year in any one case or in excess of One Million Dollars ($1,000,000) per year in the aggregate; provided that the Falcon Companies shall not enter into any employment agreements or new Contracts for the acquisition or disposition of cable television systems without the prior consent of Buyer or amend any existing employment agreement or Contract for the acquisition or disposition of cable television systems without the prior consent of Buyer, such consent with respect to amendments not to be unreasonably withheld or delayed. (3) Di�posithtn of Assets. Sell, assign, lease, swap or otherwise transfer or dispose of my of the Assets, except for Assets consumed or disposed of in the ordinary course of business. (4) Encumbrances. Create, assume or permit to exist any Encumbrance upon the Assets, except for permitted Encumbrances or other Encumbrances disclosed in Schedule 32 and subject to the Legal Restrictions on any Equity Interests awned by the Falcon Companies. (5) Indebtedness. permit the Falcon Companies to incur any additional indebtedness for borrowed money, except to the extent (if not repaid at or prior to the Closing) included in the computation of Closing Net Liabilities; provided that any such incurrence shall be in the ordinary course of business and the Falcon Companies shall give Buyer prior notice of such borrowing; (6) Compensation. Increase annually recurring compensation by more than 50/6, on average, for the Falcon Companies' employees retained in connection with the conduct of the business or operation of the Systems, except for customary merit or time -in -grade increases for qualifying employes or otherwise in accordance with the Falcon Companies employee policies. (7) Waivers. Waive any material right misting to the Systems or the Assets. (8) MAdetng plan. Implement anv new marketing nlnnc that am materially different Som marketing plans previously implemented by the Falcon Companies, except as consented to by Buyer, such consent not to be unreasonably withheld. (9) Affiliate Transactions. Enter into any new business arrangements or business relationships that would be required to be disclosed on Schedule 3.17 or modify, revise or alter any existing such arrangements or relationships if it would have an adverse economic effect on the Falcon Companies or would be binding on the Falcon Companies after the Closing. (b) Affirmative Covenants. Falcon shall, and shall cause the Falcon Companies to, do the following between the date hereof and the Closing Date: apiouusssscunou 42