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<br />"Option Plan" is defined in Section 2.6(b ). <br /> <br />"Parent" is defined in the first paragraph of this Agreement. <br /> <br />"Parent Class A Common Stock"-means the Class A Common Stock, par value $1.00 per <br />share, of Parent. <br /> <br />"Parent Material Adverse Effect" means a material adverse change in the financial condition <br />or financial results of operations of Parent and its Subsidiaries, taken as a whole, other than any <br />change (i) arising out of matters of a general economic nature or matters affecting the cable <br />television, broadband distribution or programming industries generally, including, without <br />limitation, (A) competition arising from new or existing technology or caused by or arising from <br />other multiple channel distribution services or systems and (B) from litigation, legislation, rule <br />making or regulations or (ii) resulting directly or primarily from the announcement or other <br />disclosure or consummation of the transactions contemplated by this Agreement. <br /> <br />"Parent SEC Reports" is defined in Section 4.8(a). <br /> <br />"Partnership Agreements" means (i) that certain Amended and Restated General Partnership <br />Agreement of TCA Cable Partners dated as of April 11, 1996 and (ii) that certain General <br />Partnership Agreement ofTCA Cable Partners II dated as of November 13,1997. <br /> <br />"Permitted Liens" means (a) zoning restrictions, easements, rights-of-way or other <br />restrictions on the use of the Real Property, provided that such liens and restrictions were incurred <br />either prior to the time the Company Entities acquired an interest in the Real Property or in the <br />ordinary course of the business of the Cable Systems and do not. individually, or in the aggregate, <br />materially interfere with any Company Entity's operation of its respective business as currently <br />operated; (b) pledges or deposits by a Company Entity under workmen's compensation laws, <br />unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, <br />tenders, contracts (other than for the payment of indebtedness) or leases to which such Company <br />Entity is a party, or deposits to secure public or statutory obligations of such Company Entity or <br />deposits or cash or United States government bonds to secure surety or appeal bonds to which such <br />Company Entity is a party, or deposits as security for contested taxes or import or customs duties <br />or for the payment of rent, in each case incurred or made in the ordinary course of business; (c) liens <br />imposed by law, including carriers', warehousemen's, landlords' and mechanics' liens, in each case <br />incurred in the ordinary course of business for sums not yet due or being contested in good faith by <br />appropriate proceedings if a reserve or other appropriate provisions, if any, as shall be required by <br />GAAP shall have been made in respect thereof; (d) liens for taxes, assessments or other <br />governmental charges not yet subject to penalties for non-payment or which are being contested in <br />good faith by appropriate proceedings provided appropriate reserves required pursuant to GAAP <br />have been made in respect thereof; and (e) liens in favor of issuers of surety or performance bonds <br />or letters of credit or bankers' acceptances issued pursuant to the request of and for the account of <br />a Company Entity in the ordinary course of its business. <br /> <br />ATl/90584-8 <br /> <br />A-7 <br />