Common use of Communications Regulatory Matters Clause in Contracts

Communications Regulatory Matters. (a) The Company and each of its Subsidiaries hold (i) all approvals, authorizations, certificates and licenses issued by the FCC or the State Regulators that are required for the Company and each of its Subsidiary to conduct its business as presently conducted, which approvals, authorizations, certificates and licenses are set forth in Section 4.21(a) of the Company Disclosure Schedule, and (ii) all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to the Company or any of its Subsidiaries by a Governmental Entity that are required for the Company and each of its Subsidiaries to conduct its business, as presently conducted (clause (i) and (ii) collectively, the “Licenses”). (b) Each License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified, except where the failure to be in full force and effect, or the suspension, revocation, cancellation or modification of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No License is subject to (i) any conditions or requirements that have not been imposed generally upon licenses in the same service, unless such conditions or requirements would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (ii) any pending regulatory proceeding or judicial review before a Governmental Entity, unless such pending regulatory proceeding or judicial review would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, there has been no event, condition or circumstance that would preclude any License from being renewed in the ordinary course (to the extent that such License is renewable by its terms), except where the failure to be renewed would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) The licensee of each License is in compliance with each License and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications required by the rules, regulations, policies, instructions and orders of the FCC or the State Regulators, and the payment of all regulatory fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Communications Regulatory Matters. (a) The Company and each of its Subsidiaries hold (i) all material approvals, authorizations, certificates and licenses issued by the FCC or the State Regulators that are required for the Company and each of its Subsidiary to conduct its business as presently conducted, which approvals, authorizations, certificates and licenses are set forth in Section 4.21(a) of the Company Disclosure Schedule, and (ii) all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to the Company or any of its Subsidiaries by a Governmental Entity that are required for the Company and each of its Subsidiaries to conduct its business, as presently conducted (clause (i) and (ii) collectively, the “Licenses”). (b) Each License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified, except where the failure to be in full force and effect, or the suspension, revocation, cancellation or modification of which would not reasonably be expected to haveresult in, individually or in the aggregate, a Company Material Adverse Effect. No License is subject to (i) any conditions or requirements that have not been imposed generally upon licenses in the same service, unless such conditions or requirements would not reasonably be expected to haveresult in, individually or in the aggregate, a Company Material Adverse Effect, or (ii) any pending regulatory proceeding or judicial review before a Governmental Entity, unless such pending regulatory proceeding or judicial review would not reasonably be expected to haveresult in, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, there has been no event, condition or circumstance that would preclude any License from being renewed in the ordinary course (to the extent that such License is renewable by its terms), except where the failure to be renewed would not reasonably be expected to haveresult in, individually or in the aggregate, a Company Material Adverse Effect. (c) The licensee of each License is in compliance with each License and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications required by the rules, regulations, policies, instructions and orders of the FCC or the State Regulators, and the payment of all regulatory fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions would not reasonably be expected to haveresult in, individually or in the aggregate, a Company Material Adverse Effect.

Communications Regulatory Matters. (a) The Company As of the Closing Date, Schedule 5.19 sets forth a true and complete list of the following information for each of its Subsidiaries hold (i) all approvals, authorizations, certificates and licenses License issued to or utilized by the FCC Loan Parties or their respective Subsidiaries: the State Regulators that are required for name of the Company licensee, the type of service, the expiration date and each of its Subsidiary to conduct its business the geographic area covered by such License. Other than as presently conducted, which approvals, authorizations, certificates and licenses are set forth in Section 4.21(a) Schedule 5.19, each License is held by a Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party whose Equity Interests are subject to a Prior Security Interest in favor of the Company Disclosure ScheduleAdministrative Agent, on behalf of itself and (ii) all the other material regulatory permitsSecured Parties, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted pursuant to the Company or any of its Subsidiaries by a Governmental Entity that are required for the Company and each of its Subsidiaries to conduct its business, as presently conducted (clause (i) and (ii) collectively, the “Licenses”)Collateral Documents. (b) Each License is All Material Licenses are valid and in full force and effect and has not been suspended, revoked, canceled or adversely modifiedwithout conditions, except where for such conditions as are generally applicable to holders of such Licenses. Each Loan Party or Subsidiary of a Loan Party has all requisite power and authority required under the failure Communications Act and PUC Laws to hold the Licenses and to own and operate the Communications or IT Systems. The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications or IT Systems in the same manner as it is presently conducted. No event has occurred and is continuing which could reasonably be expected to (i) result in full force and effect, or the suspension, revocation, cancellation or modification termination of any such License or (ii) materially and adversely affect any rights of the Loan Parties or their respective Subsidiaries thereunder. Neither the Loan Parties nor any of their Subsidiaries have actual knowledge that any Material License will not be renewed in the ordinary course. Neither the Loan Parties nor any of their respective Subsidiaries are a party to any investigation, notice of apparent liability, notice of violation, order or complaint issued by or before the FCC, PUC or any applicable Governmental Authority with respect to a License, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority which would not reasonably be expected to have, individually or in adversely affect the aggregate, a Company Material Adverse Effect. No License is subject to (i) validity of any conditions or requirements that have not been imposed generally upon licenses in the same service, unless such conditions or requirements would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (ii) any pending regulatory proceeding or judicial review before a Governmental Entity, unless such pending regulatory proceeding or judicial review would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, there has been no event, condition or circumstance that would preclude any License from being renewed in the ordinary course (to the extent that such License is renewable by its terms), except where the failure to be renewed would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectLicense. (c) The licensee All of each License is the material properties, equipment and systems owned, leased or managed by the Loan Parties or their respective Subsidiaries are, and (to the best knowledge of the Loan Parties and their Subsidiaries) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in compliance with each License all terms and conditions of the Licenses and all standards or rules imposed by any Governmental Authority or as imposed under any agreements with telecommunications companies and customers. (d) Each of the Loan Parties and their respective Subsidiaries has made all material filings which are required to be filed by it, paid all material franchise, license or other fees and charges related to the Licenses or which have become due pursuant to any authorization, consent, approval or license of, or registration or filing with, any Governmental Authority in respect of its business and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications made appropriate provision as is required by the rules, regulations, policies, instructions and orders of the FCC or the State Regulators, and the payment of all regulatory GAAP for any such fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectcharges which have accrued.

Communications Regulatory Matters. (a) The Company and each of its Subsidiaries Company Subsidiary hold (i) all approvals, authorizations, certificates and licenses issued by the FCC or the State Regulators that are required for the Company and each of its Company Subsidiary to conduct its business business, as presently conducted, which approvals, authorizations, certificates and licenses are set forth in Section 4.21(a4.17(a) of the Company Disclosure ScheduleLetter, and (ii) all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to the Company or any of its Subsidiaries Company Subsidiary by a Governmental Entity that are required for the Company and each of its Subsidiaries Company Subsidiary to conduct its business, as presently conducted (clause (i) and (ii) collectively, the “Company Licenses”). No approvals, authorizations, certificates or licenses issued by any state or local public service or public utility commissions or other similar state or local regulatory bodies are required for the Company or any Company Subsidiary to conduct its business, as presently conducted. (b) Each Company License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified, except where the failure to be in full force and effect, or the suspension, revocation, cancellation or modification of which has not and would not reasonably be expected to haveexpected, individually or in the aggregate, a to materially impair the ability of the Company Material Adverse Effector any Company Subsidiary to conduct its business as presently conducted. No Company License is subject to (i) any conditions or requirements that have not been imposed generally upon licenses in the same service, unless such conditions or requirements have not and would not reasonably be expected to haveexpected, individually or in the aggregate, a to materially impair the ability of the Company Material Adverse Effector any Company Subsidiary to conduct its business as presently conducted, or (ii) any pending regulatory proceeding or judicial review before a the FCC or any other Governmental Entity, unless such pending regulatory proceeding or judicial review has not and would not reasonably be expected to haveexpected, individually or in the aggregate, a to materially impair the ability of the Company Material Adverse Effector any Company Subsidiary to conduct its business as presently conducted. To the The Company has no Knowledge of the Company, there has been no any event, condition or circumstance that would preclude any Company License from being renewed in the ordinary course (to the extent that such Company License is renewable by its terms), except where the failure to be renewed has not and would not reasonably be expected to haveexpected, individually or in the aggregate, a to materially impair the ability of the Company Material Adverse Effector any Company Subsidiary to conduct its business as presently conducted. (c) The licensee of each Company License is in compliance with each Company License and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications required by the Communications Act or the rules, regulations, policies, instructions and orders of the FCC or (the State Regulators“FCC Rules”), and the payment of all regulatory fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions has not, or would not reasonably be expected to haveexpected, individually or in the aggregate, to materially impair the ability of the Company or any Company Subsidiary to conduct its business as presently conducted. Each licensee of each Company License is in good standing with the FCC and all other Governmental Entities, and no such licensee is subject to any formal complaint, investigation, audit, inquiry, subpoena, forfeiture, or petition to suspend before the FCC, the Universal Service Administrative Company (“USAC”), or any other Governmental Entity (each an “Enforcement Proceeding”), except where any such Enforcement Proceedings have not and would not reasonably be expected, individually or in the aggregate, to materially impair the ability of the Company or any Company Subsidiary to conduct its business as presently conducted. (d) The Company or a Company Material Adverse EffectSubsidiary owns 100% of the equity and controls 100% of the voting power and decision-making authority of each licensee of the Company Licenses. (e) This Section 4.17 does not relate to environmental matters, Environmental Laws or any Permits issued pursuant to Environmental Law, which are the subject of Section 4.13.

Communications Regulatory Matters. (a) The Company Schedule 2.19(a) of the Disclosure Schedule sets forth a true and each complete list of its Subsidiaries hold (i) all approvals, authorizations, certificates and licenses Permits issued to the Seller by the FCC or in connection with the State Regulators that are required for the Company and each of its Subsidiary to conduct its business as presently conducted, which approvals, authorizations, certificates and licenses are set forth in Section 4.21(a) operation of the Company Disclosure Schedule, Business and all pending applications for any such Permit (ii) all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to the Company or any of its Subsidiaries by a Governmental Entity that are required for the Company and each of its Subsidiaries to conduct its business, as presently conducted (clause (i) and (ii) collectively, the “FCC Licenses”), Schedule 2.19(a)(ii) of the Disclosure Schedule sets forth a true and complete list of all Permits issued to the Seller by any State Regulator or Local Government Entity in connection with the operation of the Business, and Schedule 2.19(a)(iii) of the Disclosure Schedule sets forth a true and complete list of all Pole Attachment Agreements (such FCC Licenses, Permits, and Pole Attachment Agreements, collectively, the “Transferred Communications Licenses”). (b) Each Transferred Communications License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified, except where the failure to be in full force and effect, or the suspension, revocation, cancellation or modification of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No Transferred Communications License is subject to (i) any conditions or requirements that have not been imposed generally upon licenses in the same service, unless such conditions or requirements would not reasonably be expected to haveare set forth on the face of the applicable authorization or unless such conditions or requirements, individually or in the aggregate, a Company Material Adverse Effecthave not been and would not reasonably be expected to be material to Seller or the Business, or (ii) any pending regulatory proceeding Proceeding, or notice, inquiry or, to the knowledge of Seller, investigation that, in each case, would reasonably be expected to lead to such a Proceeding, or judicial review before a Governmental Entity, unless such pending regulatory proceeding Proceeding or judicial review would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, there has been no event, condition or circumstance that would preclude any License from being renewed in the ordinary course (to the extent that such License is renewable by its terms), except where the failure to be renewed would not reasonably be expected to havebe material to Seller or the Business. Subject to Required Approvals, no Transferred Communications License will be subject to suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the consummation of the Transactions, except for any such suspensions, modifications, revocations or non-renewals that, individually or in the aggregate, a Company Material Adverse Effectwould not reasonably be expected to be material to Seller or the Business. (c) The licensee of each License Seller is in compliance with each applicable Transferred Communications License and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications filings, notifications, payments and applications required by the FCC or Communications Laws or similar rules, regulations, policies, instructions and orders of the FCC State Regulators or the State RegulatorsLocal Government Entities, and the payment of all regulatory fees and contributions, except (i) for written exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effectreasonably be expected to be material to Seller or the Business. (d) The Transferred Communications Licenses represent all Permits necessary for the conduct of the Business as conducted as of the Closing Date in compliance with the Communications Laws. (e) To the knowledge of the Seller, all tower structures utilized in the conduct of the business are in compliance in all material respects with all applicable Legal Requirements, including all applicable FCC and FAA requirements.

Communications Regulatory Matters. (a) The Company Parent and each of its Subsidiaries hold (i) all material approvals, authorizations, certificates and licenses issued by the FCC or the State Regulators that are required for the Company Parent and each of its Subsidiary Subsidiaries to conduct its business as presently conducted, which approvals, authorizations, certificates and licenses are set forth in Section 4.21(a) of the Company Disclosure Schedule, conducted and (ii) all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to the Company Parent or any of its Subsidiaries by a Governmental Entity that are required for the Company Parent and each of its Subsidiaries to conduct its business, as presently conducted (clause (i) and (ii) collectively, the “Parent Licenses”). (b) Each Parent License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified, except where the failure to be in full force and effect, or the suspension, revocation, cancellation or modification of which would not reasonably be expected to haveresult in, individually or in the aggregate, a Company Parent Material Adverse Effect. No Parent License is subject to (i) any conditions or requirements that have not been imposed generally upon licenses in the same service, unless such conditions or requirements would not reasonably be expected to haveresult in, individually or in the aggregate, a Company Parent Material Adverse Effect, or (ii) any pending regulatory proceeding or judicial review before a Governmental Entity, unless such pending regulatory proceeding or judicial review would not reasonably be expected to haveresult in, individually or in the aggregate, a Company Parent Material Adverse Effect. To the Knowledge of the CompanyParent, there has been no event, condition or circumstance that would preclude any Parent License from being renewed in the ordinary course (to the extent that such Parent License is renewable by its terms), except where the failure to be renewed would not reasonably be expected to haveresult in, individually or in the aggregate, a Company Parent Material Adverse Effect. (c) The licensee of each Parent License is in compliance with each Parent License and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications required by the rules, regulations, policies, instructions and orders of the FCC or the State Regulators, and the payment of all regulatory fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions would not reasonably be expected to haveresult in, individually or in the aggregate, a Company Parent Material Adverse Effect.

Communications Regulatory Matters. (a) The Company and each of its Subsidiaries hold (i) all approvals, authorizations, certificates and licenses issued by the FCC or the State Regulators that are required for the Company and each of its Subsidiary to conduct its business as presently conducted, which approvals, authorizations, certificates and licenses are set forth in Section 4.21(a) of the Company Disclosure Schedule, and (ii) all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to the Company or any of its Subsidiaries by a Governmental Entity that are required for the Company and each of its Subsidiaries to conduct its business, as presently conducted (clause (i) and (ii) collectively, the “Company Licenses”), except such Company Licenses the failure of which to so hold has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 3.21(a) of the Company Disclosure Letter sets forth a list of all Company Licenses, together with the name of the entity holding each such Company License and the date of expiration, if any, of each such Company License, in each case as of the date hereof. (b) Each Company License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified, except where the failure to be in full force and effect, or the suspension, revocation, cancellation or modification of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. No Company License is subject to (i) any conditions or requirements that have not been imposed generally upon licenses in the same service, unless such conditions or requirements are set forth on the face of the applicable authorization or have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, Effect on the Company or (ii) any pending regulatory proceeding by or before the FCC or State Regulators to suspend, revoke or cancel, or any judicial review of a decision by the FCC or State Regulators with respect thereto, unless such pending proceeding or judicial review before a Governmental Entityhas not had, unless such pending regulatory proceeding or judicial review and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. To the Knowledge knowledge of the Company, there has been is no (A) event, condition or circumstance attributable specifically to the Company that would preclude any Company License from being renewed in the ordinary course (to the extent that such Company License is renewable by its terms), except where the failure to be renewed has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company, (B) pending or threatened FCC or State Regulator regulatory proceedings relating specifically to one or more of the Company Licenses that have had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or (C) event, condition or circumstance attributable specifically to the Company that would materially impair, delay or preclude the ability of the Company or its Subsidiaries to obtain any Consents from any Governmental Entity, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. No Company License, order or other agreement, obtained from, issued by or concluded with any State Regulator imposes or would impose restrictions on the ability of any Subsidiary of the Company to make payments, dividends or other distributions to the Company or any other Subsidiary of the Company that limits, or would reasonably be expected to limit, the cash funding and management alternatives of the Company on a consolidated basis in a manner disproportionate to restrictions applied by such State Regulators to similarly situated companies. (c) The Company, with respect to any Company License and any activity regulated by the FCC or State Regulators but not requiring a license (“Unlicensed Activity”), and each licensee of each Company License is and each Subsidiary engaged in Unlicensed Activity (“Unlicensed Subsidiary”) is, and since December 31, 2013 has been, in compliance with each Company License and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications thereto and applications with respect to any Unlicensed Activity required by the Communications Act of 1934, as amended (the “Communications Act”) or the rules, regulations, policies, instructions written policies and orders of the FCC (the “FCC Rules”) or the similar rules, regulations, written policies and orders of State Regulators, and the payment of all regulatory fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. The Company and each licensee of each Company License and each Unlicensed Subsidiary is in good standing with the FCC and all other Governmental Entities, and neither the Company nor any licensee or Unlicensed Subsidiary is, to the knowledge of the Company, the respondent with respect to any formal complaint, investigation, audit, inquiry, subpoena, forfeiture, or petition to suspend before the FCC, the Universal Service Administrative Company (the “USAC”) or any other Governmental Entity (each an “Enforcement Proceeding”), except where any such Enforcement Proceedings have not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. The Company or a Subsidiary of the Company owns one hundred percent (100%) of the equity and controls one hundred percent (100%) of the voting power and decision-making authority of each licensee of the Company Licenses and each Unlicensed Subsidiary. (d) Neither the Company nor any of its Subsidiaries is subject to any material cease-and-desist order or enforcement action issued by, or is a party to any consent agreement or memorandum of understanding with, or has been ordered to pay any material civil money penalty by, the FCC, USAC or any other Governmental Entity (other than a taxing authority, which is covered by Section 3.15), other than those of general application that apply to similarly situated providers of the same services or their Subsidiaries (each item in this sentence, whether or not set forth in the Company Disclosure Letter, a “Company Regulatory Agreement”), nor has the Company or any of its Subsidiaries been advised in writing since December 31, 2013 by any Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Company Regulatory Agreement.

Communications Regulatory Matters. (a) The Company Pine and each of its Subsidiaries Pine Subsidiary hold (i) all approvals, authorizations, certificates and licenses issued by the FCC or the State Regulators that are required for the Company Pine and each of its Pine Subsidiary to conduct its business business, as presently conducted, which approvals, authorizations, certificates and licenses are set forth in Section 4.21(a4.17(a) of the Company Pine Disclosure ScheduleLetter, and (ii) all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to the Company Pine or any of its Subsidiaries Pine Subsidiary by a Governmental Entity that are required for the Company Pine and each of its Subsidiaries Pine Subsidiary to conduct its business, as presently conducted (clause (i) and (ii) collectively, the “Pine Licenses”). (b) Each Pine License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified, except where the failure to be in full force and effect, or the suspension, revocation, cancellation or modification of which has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Pine Material Adverse Effect. No Pine License is subject to (i) any conditions or requirements that have not been imposed generally upon licenses in the same service, unless such conditions or requirements have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Pine Material Adverse Effect, or (ii) any pending regulatory proceeding or judicial review before a Governmental Entity, unless such pending regulatory proceeding or judicial review has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Pine Material Adverse Effect. To the Pine has no Knowledge of the Company, there has been no any event, condition or circumstance that would preclude any Pine License from being renewed in the ordinary course (to the extent that such Pine License is renewable by its terms), except where the failure to be renewed has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Pine Material Adverse Effect. (c) The licensee of each Pine License is in compliance with each Pine License and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications required by the Communications Act or the FCC Rules or similar rules, regulations, policies, instructions and orders of the FCC or the State Regulators, and the payment of all regulatory fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions has not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Pine Material Adverse Effect. (d) Pine or a Pine Subsidiary owns 100% of the equity and controls 100% of the voting power and decision-making authority of each licensee of the Pine Licenses.

Communications Regulatory Matters. (a) The Company As of the Closing Date, Schedule 5.19 sets forth a true and complete list of the following information for each of its Subsidiaries hold (i) all approvals, authorizations, certificates and licenses License issued to or utilized by the FCC Loan Parties or their respective Subsidiaries: the State Regulators that are required for granting authority, the Company name of the licensee, the type of service, the expiration date and each of its Subsidiary to conduct its business the geographic area covered by such License. Other than as presently conducted, which approvals, authorizations, certificates and licenses are set forth in Section 4.21(a) Schedule 5.19, each License is held by a Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party whose Equity Interests are subject to a Prior Security Interest in favor of the Company Disclosure ScheduleAdministrative Agent, on behalf of itself and (ii) all the other material regulatory permitsSecured Parties, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted pursuant to the Company or any of its Subsidiaries by a Governmental Entity that are required for the Company and each of its Subsidiaries to conduct its business, as presently conducted (clause (i) and (ii) collectively, the “Licenses”)Security Agreement. (b) Each License is The Licenses are valid and in full force and effect and has not been suspended, revoked, canceled or adversely modifiedwithout adverse conditions, except where for such conditions as are generally applicable to holders of such Licenses. Each Loan Party or Subsidiary of a Loan Party has all requisite power and authority required under the failure Communications Act and PUC Laws to hold the Licenses and to own and operate the Communications Systems. The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Systems in the same manner as it is presently conducted. No event has occurred and is continuing which could reasonably be expected to (i) result in full force and effect, or the suspension, revocation, cancellation or modification termination of any such License or (ii) materially and adversely affect any rights of the Loan Parties or their respective Subsidiaries thereunder. Neither the Loan Parties nor any of their Subsidiaries have actual knowledge that any License will not be renewed in the ordinary course. Neither the Loan Parties nor any of their respective Subsidiaries are a party to any investigation, notice of apparent liability, notice of violation, order or complaint issued by or before the FCC, PUC or any applicable Governmental Authority with respect to a License, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority which would not reasonably be expected to have, individually or in adversely affect the aggregate, a Company Material Adverse Effect. No License is subject to (i) validity of any conditions or requirements that have not been imposed generally upon licenses in the same service, unless such conditions or requirements would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (ii) any pending regulatory proceeding or judicial review before a Governmental Entity, unless such pending regulatory proceeding or judicial review would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, there has been no event, condition or circumstance that would preclude any License from being renewed in the ordinary course (to the extent that such License is renewable by its terms), except where the failure to be renewed would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectLicense. (c) The licensee All of each License is the material properties, equipment and systems owned, leased, subleased or managed by the Loan Parties or their respective Subsidiaries are, and (to the best knowledge of the Loan Parties and their Subsidiaries) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in compliance in all material respects with each License all terms and conditions of the Licenses, all Laws and all standards or rules imposed by any Governmental Authority or as imposed under any agreements with telecommunications companies and customers. (d) Each of the Loan Parties and their respective Subsidiaries has made all material filings which are required to be filed by it, paid all material franchise, license, regulatory assessments or other fees and charges related to the Licenses or which are required to be paid or have become due pursuant to any authorization, consent, approval or license of, or registration or filing with, any Governmental Authority in respect of its business or which is otherwise required for the construction and operation of any Communication System and has fulfilled made appropriate provision as is required by GAAP for any such fees and performed charges which have accrued. All such filings are complete and accurate in all material respects. (e) Each of its obligations the Loan Parties and their respective Subsidiaries has complied in all material respects with all requirements, rules, restrictions, and other terms and conditions required to be complied with respect theretoto any Funding Program or associated with the receipt and use of funding from any Funding Agency. To each Loan Party’s knowledge, including all reportsthere are no pending audits or investigations by any Governmental Authority or Funding Agency threatened in writing regarding the Loan Parties’ use of, notifications and applications required by the rulesor entitlement to, regulations, policies, instructions and orders of the FCC or the State Regulators, and the payment of all regulatory fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectany funding received from any Funding Program.

Communications Regulatory Matters. (a) The Company Section 3.20(a)(i) of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all Permits issued to each of its Subsidiaries hold (i) all approvals, authorizations, certificates and licenses issued Acquired Subsidiary by the FCC or in connection with the State Regulators that are required for the Company and each of its Subsidiary to conduct its business as presently conducted, which approvals, authorizations, certificates and licenses are set forth in Section 4.21(a) operation of the Company Disclosure Schedule, and Business as of the date of this Agreement (ii) all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to the Company or any of its Subsidiaries by a Governmental Entity that are required for the Company and each of its Subsidiaries to conduct its business, as presently conducted (clause (i) and (ii) collectively, the “FCC Licenses”) and Section 3.20(a)(ii) of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all Permits issued to each Acquired Subsidiary by any State Regulator in connection with the operation of the Business (such Permits, collectively with the FCC Licenses, the “Transferred Communications Licenses”). (b) Each Transferred Communications License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified, except where the failure to be in full force and effect, or the suspension, revocation, cancellation or modification of which would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effectreasonably be expected to be material to the Business. No Transferred Communications License is subject to (i) any conditions or requirements that have not been imposed generally upon licenses in the same service, unless such conditions or requirements would not reasonably be expected to haveare set forth on the face of the applicable authorization or unless such conditions or requirements, individually or in the aggregate, a Company Material Adverse Effecthave not been and would not reasonably be expected to be material to the Business, or (ii) any pending regulatory proceeding Proceeding, or notice, inquiry or, to the Knowledge of Sellers, investigation or facts that in each case, (x) would reasonably be expected to cause a Transferred Communications License to be suspended, revoked, canceled or adversely modified, or (y) would reasonably be expected to lead to such a Proceeding, or judicial review before a Governmental Entity, unless such pending regulatory proceeding Proceeding or judicial review would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, there has been no event, condition or circumstance that would preclude any License from being renewed in the ordinary course (to the extent that such License is renewable by its terms), except where the failure to be renewed would not reasonably be expected to havebe material to the Business. As long as the Required Regulatory Approvals are obtained prior to the consummation of the Transactions, no Transferred Communications License will be subject to suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the consummation of the Transactions, except for any such suspensions, modifications, revocations or non-renewals that, individually or in the aggregate, a Company Material Adverse Effectwould not reasonably be expected to be material to the Business. (c) The licensee of each Transferred Communications License is in compliance with each Transferred Communications License and the Communications Laws and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications filings, notifications, payments and applications required by the Communications Act or similar rules, regulations, policies, instructions and orders of the FCC or the State Regulators, and the payment of all regulatory fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to be material to the Business. (d) None of the Transferred Communications Licenses is conditioned upon compliance with a Company Material Adverse Effectletter of assurance or national security agreement with any CAFP agency. (e) None of the Acquired Subsidiaries is using any equipment or service listed on the FCC’s Covered List as currently in effect under 47 C.F.R. § 1.50002.

Communications Regulatory Matters. (a) The Company Parent and each of its Subsidiaries hold (i) all approvals, authorizations, certificates and licenses issued by the FCC or the State Regulators that are required for the Company and each of its Subsidiary to conduct its business as presently conducted, which approvals, authorizations, certificates and licenses are set forth in Section 4.21(a) of the Company Disclosure Schedule, and (ii) all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to the Company Parent or any of its Subsidiaries by a Governmental Entity that are required for the Company Parent and each of its Subsidiaries to conduct its business, as presently conducted (clause (i) and (ii) collectively, the “Parent Licenses”), except such Parent Licenses the failure of which to so hold has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. (b) Each Parent License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified, except where the failure to be in full force and effect, or the suspension, revocation, cancellation or modification of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on Parent. No Parent License is subject to (i) any conditions or requirements that have not been imposed generally upon licenses in the same service, unless such conditions or requirements are set forth on the face of the applicable authorization or have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on Parent, or (ii) any pending regulatory proceeding by or before the FCC or State Regulators to suspend, revoke or cancel, or any judicial review of a decision by the FCC or State Regulators with respect thereto, unless such pending proceeding or judicial review before a Governmental Entityhas not had, unless such pending regulatory proceeding or judicial review and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on Parent. To the Knowledge knowledge of the CompanyParent, there has been is no event, condition or circumstance attributable specifically to Parent that would preclude any Parent License from being renewed in the ordinary course (to the extent that such Parent License is renewable by its terms), except where the failure to be renewed has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on Parent. (c) The Parent, with respect to any Parent License and any Unlicensed Activity, and each licensee of each Parent License is and each Unlicensed Subsidiary is, and since December 31, 2013 has been, in compliance with each Parent License and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications thereto and applications with respect to any Unlicensed Activity required by the Communications Act or the FCC Rules or similar rules, regulations, policies, instructions written policies and orders of the FCC or the State Regulators, and the payment of all regulatory fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on Parent. Parent and each licensee of each Parent License and Unlicensed Subsidiary is in good standing with the FCC and all other Governmental Entities, and neither Parent nor any such licensee or Unlicensed Subsidiary is, to the knowledge of Parent, the respondent with respect to any Enforcement Proceeding, except where any such Enforcement Proceedings have not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Parent or a Subsidiary of Parent owns one hundred percent (100%) of the equity and controls one hundred percent (100%) of the voting power and decision making authority of each licensee of the Parent Licenses and each Unlicensed Subsidiary. (d) Neither Parent nor any of its Subsidiaries is subject to any material cease-and-desist order or enforcement action issued by, or is a party to any consent agreement or memorandum of understanding with or has been ordered to pay any material civil money penalty by, the FCC, USAC or any other Governmental Entity (other than a taxing authority, which is covered by Section 4.15), other than those of general application that apply to similarly situated providers of the same services or their Subsidiaries (each item in this sentence, whether or not set forth in the Parent Disclosure Letter, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writing since December 31, 2013 by any Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Parent Regulatory Agreement.

Communications Regulatory Matters. (a) The Except as set forth on Schedule 2.9(a), as of the date hereof and as of the Closing, the Company and has all licenses, permits, certificates, franchises, consents, waivers, registrations or other regulatory authorizations from each of its Subsidiaries hold Governmental Entity that regulates telecommunications in each applicable jurisdiction, including without limitation, (i) all approvalsthe State PUCs (together with any renewals, authorizationsextensions, certificates or modifications thereof and licenses issued by any additions thereto made as of the Closing Date, the "State Licenses"); (ii) the appropriate foreign Governmental Entities (together with any renewals, extensions, or modifications thereof and any additions thereto made as of the Closing Date, the "Foreign Licenses"); (iii) the appropriate municipal Governmental Entities (together with any renewals, extensions, or modifications thereof and any additions thereto made as of the Closing Date, the "Local Authorizations") and (iv) the FCC (together with any renewals, extensions or modifications thereof and any additions thereto made as of the State Regulators Closing Date, the "FCC Licenses") that are required for the Company and each conduct of its Subsidiary to conduct its business as presently conducted, which approvalsexcept where the failure to hold such Communications Licenses (as herein defined) would not reasonably be expected to, authorizationsindividually or in the aggregate, certificates result in a Material Adverse Effect. The FCC Licenses, Foreign Licenses, Local Authorizations and licenses the State Licenses are hereafter collectively referred to as the "Communications Licenses". All of the Communications Licenses other than the Local Authorizations are set forth in Section 4.21(a) of the Company Disclosure Schedule, and (ii) all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to the Company or any of its Subsidiaries by a Governmental Entity that are required for the Company and each of its Subsidiaries to conduct its business, as presently conducted (clause (i) and (ii) collectively, the “Licenses”Schedule 2.9(b). (b) Each License Other than Communications Licenses the loss of which would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, each of the Communications Licenses was duly issued, is valid and in full force and effect and effect, has not been suspended, revokedcanceled, canceled revoked or adversely modified, except where the failure modified in any materially adverse manner and is not subject to be in full force and effect, conditions or the suspension, revocation, cancellation or modification of which requirements that are not generally imposed on such authorizations. (c) Except as would not reasonably be expected to haveto, individually or in the aggregate, result in a Company Material Adverse Effect. No License is subject to , (i) each holder of a Communications License has operated in compliance with all terms thereof; and (ii) each holder of a Communications License is in compliance with, and the conduct of its business has been and is in compliance with, the Communications Act and any conditions applicable state or requirements that have not been imposed generally upon licenses in local regulations, and each such holder has filed all registrations and reports and paid all required fees, including any renewal applications, required by the same serviceCommunications Act, unless such conditions any non U.S. laws or requirements regulations or any applicable state or local regulations. Except as would not reasonably be expected to haveto, individually or in the aggregate, result in a Company Material Adverse Effect, (x) there is no pending or, to the Knowledge of the Company, threatened action by or before the FCC, any State PUC, any municipal Governmental Entity or any foreign Governmental Entity to revoke, cancel, suspend, modify or refuse to renew any of the Communications Licenses, and (iiy) except as set forth in Schedule 2.9(c)(ii), there is not now issued, outstanding or, to the Knowledge of the Company, threatened, any pending regulatory notice by the FCC, any State PUC, any municipal Governmental Entity or any foreign Governmental Entity of any violation or complaint, or any application, complaint, or proceeding (other than applications, proceedings, or judicial review before complaints that generally affect the Company's industry as a Governmental Entity, unless such pending regulatory proceeding whole) relating to the business or judicial review operations of the Company or any Subsidiary. (d) Except as set forth in Schedule 2.9(d) or as would not reasonably be expected to haveexpected, individually or in the aggregate, to result in a Company Material Adverse Effect. To , no event has occurred which permits the Knowledge revocation or termination of any of the Communications Licenses or the imposition of any restriction thereon, or that would prevent any of the Communications Licenses from being renewed on a routine basis or in the ordinary course. (e) None of the execution, delivery or performance of this Agreement or any of the other Transaction Documents by the Company, there has been no eventnor the consummation of the transactions contemplated hereby or thereby will result in any revocation, condition cancellation, suspension or circumstance that would preclude material modification of any License from being renewed in the ordinary course (Communications Licenses or give rise to the extent that right of any Governmental Entity to take any such License is renewable by its terms), except where the failure action or to be renewed would not reasonably be expected fail to have, individually or in the aggregate, a Company Material Adverse Effectrenew any Communications License. (c) The licensee of each License is in compliance with each License and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications required by the rules, regulations, policies, instructions and orders of the FCC or the State Regulators, and the payment of all regulatory fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Communications Regulatory Matters. (a) The Company Section 2.14 of the Seller Disclosure Schedule lists all licenses and each of its Subsidiaries hold (i) all approvals, authorizations, certificates and licenses authorizations issued by Indotel or any other Governmental Entity regulating the FCC telecommunications business or the State Regulators that are required for the Company and each of its Subsidiary to conduct its any other business as presently conducted, which approvals, authorizations, certificates and licenses are set forth in Section 4.21(a) of the Company Disclosure Schedule, and Related Entities (ii) all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to the Company or any of its Subsidiaries by a Governmental Entity that are required for the Company and each of its Subsidiaries to conduct its business, as presently conducted (clause (i) and (ii) collectively, the “Applicable Licenses”), together with the name of the licensee or authorization holder and the expiration date of the Applicable Licenses. The Applicable Licenses constitute all material authorizations necessary from the applicable Governmental Entity for the business operations of the Related Entities as they are currently being conducted. (b) a. Each Applicable License is valid and in full force and effect and has not been (and, to Seller’s Knowledge, has not been threatened to have been) suspended, revoked, canceled cancelled or adversely modified, except where the failure to be in full force modified and effect, or the no suspension, revocation, cancellation or adverse modification thereof is likely to occur as a result of which would not reasonably be expected to havethe execution, individually delivery or in performance of this Agreement or the aggregate, a Company Material Adverse Effectconsummation of the transactions contemplated hereby. No Applicable License is subject to (i) any material conditions or requirements that have not been imposed generally upon licenses in the same service, unless such conditions or requirements would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (ii) any material pending regulatory proceeding (other than those generally affecting the telecommunications industry in the Dominican Republic and not specifically targeting any Related Entity) before a Governmental Entity or judicial review before a Governmental Entity, unless such pending regulatory proceeding or judicial review would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect(iii) any Liens. To the Seller has no Knowledge of the Company, there has been no any event, condition or circumstance that would preclude any Applicable License from being renewed in the ordinary course (to the extent that such License is renewable by its terms), except where the failure to be renewed would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) b. The licensee of each Applicable License is in material compliance with each License Applicable License, has complied in all material respects with, and is not in material violation of, any requirement of Laws to which the Applicable Licenses are subject, and has fulfilled and performed all of its material obligations with respect thereto, including all material reports, notifications and applications required by the rules, regulations, policies, instructions and orders of the FCC or the State Regulators, and the payment of all regulatory fees and contributions, any applicable Laws except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectallowances.

Communications Regulatory Matters. (ai) Each Network Agreement has been duly executed and delivered by the Company and its Subsidiaries party thereto, is in full force and effect and neither the Company, any Subsidiary thereof nor, to the best knowledge of the Company, any of the other parties thereto, is in default of any of the provisions thereof in any material respect except for any such default that could not reasonably be expected to have a Material Adverse Effect. (ii) SCHEDULE 7.1(W) hereto sets forth, as of the date hereof, a true and complete list of the following information for each Communications License issued to the Company or any its Subsidiaries: (A) for all Communications Licenses, the name of the licensee, the type of service and the expiration dates; and (B) for each PUC Authorization only, the geographic area covered by such PUC Authorization, the services that may be provided thereunder and the expiration date, if any. (iii) Neither the Company nor any Subsidiary is in material violation of any Communications Law applicable thereto that could reasonably be expected to have a Material Adverse Effect. The Communications Licenses specified on SCHEDULE 7.1(W) hereto are valid and in full force and effect without conditions except for such conditions as are generally applicable to holders of such Communications Licenses and except as set forth on such Schedule. No event has occurred and is continuing which could reasonably be expected to (A) result in the imposition of a material forfeiture or the revocation, termination or adverse modification of any such Communications License or (B) materially and adversely affect any rights of the Company or any of its Subsidiaries thereunder. The Company has no reason to believe and has no knowledge that Communications Licenses will not be approved or renewed, as applicable, in the ordinary course. (iv) All of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the Company and its Subsidiaries are, and (to the best knowledge of the Company) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the Communications Licenses and all material standards or rules imposed by applicable Communications Law and any Governmental Authority or as imposed under any agreements with telephone companies and customers. (v) The Company and each of its Subsidiaries hold (i) have paid all approvalsmaterial franchise, authorizations, certificates license or other fees and licenses issued by the FCC or the State Regulators that are required for the Company charges which have become due pursuant to any Governmental Approval in respect of their business and each of its Subsidiary to conduct its business have made appropriate provision as presently conducted, which approvals, authorizations, certificates and licenses are set forth in Section 4.21(a) of the Company Disclosure Schedule, and (ii) all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to the Company or any of its Subsidiaries by a Governmental Entity that are required for the Company and each of its Subsidiaries to conduct its business, as presently conducted (clause (i) and (ii) collectively, the “Licenses”). (b) Each License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified, except where the failure to be in full force and effect, or the suspension, revocation, cancellation or modification of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No License is subject to (i) any conditions or requirements that have not been imposed generally upon licenses in the same service, unless such conditions or requirements would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (ii) any pending regulatory proceeding or judicial review before a Governmental Entity, unless such pending regulatory proceeding or judicial review would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, there has been no event, condition or circumstance that would preclude any License from being renewed in the ordinary course (to the extent that such License is renewable by its terms), except where the failure to be renewed would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) The licensee of each License is in compliance with each License and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications required by the rules, regulations, policies, instructions and orders of the FCC or the State Regulators, and the payment of all regulatory GAAP for any such fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectcharges which have accrued.

Communications Regulatory Matters. ‌‌ (a) The Company Spinco and each of its the Spinco Subsidiaries hold (i) hold, or on the Distribution Date will hold, all approvalspermits, authorizationslicenses, certificates and licenses issued by the FCC or the State Regulators that are required for the Company and each of its Subsidiary to conduct its business as presently conductedfranchises, which approvalswaivers, authorizations, certificates and licenses are set forth in Section 4.21(a) of the Company Disclosure Schedule, and (ii) all other material regulatory permitsorders, approvals, licenses concessions, registrations and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, authorizations issued or granted to provided by the Company FCC, state public service or any of its Subsidiaries by a public utility commissions (the “State Regulators”) or other Governmental Entity that Authority under all Laws currently in effect, which are required necessary for Spinco and/or the Company and each of its Spinco Subsidiaries to conduct its businessown their respective assets or operate the applicable portion of the Spinco Business as currently conducted, as presently conducted (clause (i) and (ii) collectively, the “Spinco Licenses”). (b) Each License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified, except where such Spinco Licenses the failure to be in full force and effect, or the suspension, revocation, cancellation or modification of which to so hold would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No License is subject to Effect on the Spinco Business.‌ (ib) any conditions or requirements that have not been imposed generally upon licenses Verizon and each of the Contributing Companies in the same serviceconduct of the Spinco Business has complied since January 1, unless 2004 with, and currently is not in violation of, any requirement of Law of a Governmental Authority relating to communications regulatory matters to which Spinco or the Spinco Business is subject, except to the extent that any such conditions non-compliance or requirements violation would not reasonably be expected to haveresult in any material burden, individually fine or consequence on the Spinco Business or as set forth in Section 5.19(b) of the aggregateSpinco Disclosure Letter. Without limiting the foregoing, a Company Material Adverse Effectthere is not pending, nor to Verizon’s or Spinco’s Knowledge, threatened against Verizon or any of its Subsidiaries any application, action, petition, objection or other pleading, or (ii) any pending regulatory proceeding with the FCC or judicial review before a Governmental Entityany State Regulators which questions or contests the validity of, unless such pending regulatory proceeding or judicial review would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge any rights of the Companyholder under, there or seeks the non-renewal or suspension of any Spinco License. Since January 1, 2004, neither Verizon nor any of the Contributing Companies has received written notice of an investigation or review by any Governmental Authority with respect to a material violation by Verizon or any of the Contributing Companies (with respect to the use or operation of the Spinco Assets) of any requirement of Law relating to the Spinco Business, excluding any notice in respect of a matter that has been no eventwithdrawn or resolved without the imposition of material penalties, condition burdens or circumstance that would preclude any License from being renewed fines and except as set forth in Section 5.19(b) of the ordinary course Spinco Disclosure Letter. Spinco (to a) is capable of providing local number portability in material compliance with 47 U.S.C. § 251(b)(2) and the extent that such License is renewable by its termsimplementing rules of the FCC; (b) complies in all material respects with the requirements of the Communications Assistance for Law Enforcement Act, 47 U.S.C. § 1001 et seq., and the implementing rules of the FCC (“CALEA”), except where the failure to be renewed would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. ; and (c) The licensee is capable of each License is providing 911 service in material compliance with each License 47 U.S.C. § 251(e)(3) and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications required by the rules, regulations, policies, instructions and orders implementing rules of the FCC or the State Regulators, and the payment of all regulatory fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.FCC.‌

Communications Regulatory Matters. (a) The Company and each of its Subsidiaries hold (i) each has, and is the authorized legal holder of, all approvalsgovernmental permits, licenses, spectrum authorizations, certificates franchises, variances, exemptions, orders issued or granted by a Governmental Entity and licenses all other authorizations, consents and approvals issued or granted by a Governmental Entity (“Communications Licenses”) necessary to conduct the FCC or the State Regulators that are required for Business as presently conducted. Each of the Company and its Subsidiaries is in compliance with its obligations under each of its Subsidiary to conduct its business as presently conducted, which approvals, authorizations, certificates the Communications Licenses and licenses are set forth in Section 4.21(a) the rules and regulations of the Company Disclosure ScheduleCommunications Regulatory Authorities, in each case except for such failures to be in compliance as would not, individually or in the aggregate, have a Material Adverse Effect. (b) There is not pending or, to the Knowledge of the Company, threatened before any Communications Regulatory Authority or any other Governmental Entity any action, investigation, review, proceeding, notice of violation, notice of apparent liability, order to show cause, cease and (ii) all other material regulatory permitsdesist order, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights order of way, issued forfeiture or granted to complaint against the Company or any of its Subsidiaries by a relating to any of the Communications Licenses, nor has any Communications Regulatory Authority or Governmental Entity that are required for the Company and each of its Subsidiaries indicated an intention to conduct its businessthe same, as presently conducted (clause (i) and (ii) collectively, the “Licenses”). (b) Each License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modifiedeach case, except where the failure to be in full force and effect, or the suspension, revocation, cancellation or modification of which as would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. No License is subject to (i) any conditions or requirements that have not been imposed generally upon licenses in the same service, unless such conditions or requirements would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (ii) any pending regulatory proceeding or judicial review before a Governmental Entity, unless such pending regulatory proceeding or judicial review would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, there has been no event, condition or circumstance that would preclude any License from being renewed in the ordinary course (to the extent that such License is renewable by its terms), except where the failure to be renewed would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) All Communications Licenses are in full force and effect have not been revoked, suspended, canceled, materially adversely modified, rescinded or terminated and have not expired, and are not subject to any conditions except for conditions applicable to licenses of the same type generally or as otherwise disclosed on the face of the Communications Licenses. The licensee of each License is in compliance Company and its Subsidiaries have timely filed or made all material applications, reports and other disclosures required by any Communications Regulatory Authority to be made with each License respect to the Communications Licenses and has fulfilled and performed have timely paid all of its obligations regulatory fees with respect thereto, including all reports, notifications and applications required by . Neither the rules, regulations, policies, instructions and orders Company nor any of the FCC or the State Regulators, and the payment its Subsidiaries is aware of all regulatory fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions would not any reason that could reasonably be expected to have, individually or result in a refusal by any Communications Regulatory Authority to renew any License for a full term in the aggregate, normal course upon timely filing a Company Material Adverse Effectcomplete and properly executed application for renewal and payment of all applicable filing fees.

Communications Regulatory Matters. (a) The Except as set forth on Schedule 2.9(a), as of the date hereof and as of the Closing, the Company and has all licenses, permits, certificates, franchises, consents, waivers, registrations or other regulatory authorizations from each of its Subsidiaries hold Governmental Entity that regulates telecommunications in each applicable jurisdiction, including without limitation, (i) all approvalsthe State PUCs (together with any renewals, authorizationsextensions, certificates or modifications thereof and licenses issued by any additions thereto made as of the Closing Date, the “State Licenses”); (ii) the appropriate foreign Governmental Entities (together with any renewals, extensions, or modifications thereof and any additions thereto made as of the Closing Date, the “Foreign Licenses”); (iii) the appropriate municipal Governmental Entities (together with any renewals, extensions, or modifications thereof and any additions thereto made as of the Closing Date, the “Local Authorizations”) and (iv) the FCC (together with any renewals, extensions or modifications thereof and any additions thereto made as of the State Regulators Closing Date, the “FCC Licenses”) that are required for the Company and each conduct of its Subsidiary to conduct its business as presently conducted, which approvalsexcept where the failure to hold such Communications Licenses (as herein defined) would not reasonably be expected to, authorizationsindividually or in the aggregate, certificates result in a Material Adverse Effect. The FCC Licenses, Foreign Licenses, Local Authorizations and licenses the State Licenses are hereafter collectively referred to as the “Communications Licenses”. All of the Communications Licenses other than the Local Authorizations are set forth in Section 4.21(a) of the Company Disclosure Schedule, and (ii) all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to the Company or any of its Subsidiaries by a Governmental Entity that are required for the Company and each of its Subsidiaries to conduct its business, as presently conducted (clause (i) and (ii) collectively, the “Licenses”Schedule 2.9(b). (b) Each License Other than Communications Licenses the loss of which would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, each of the Communications Licenses was duly issued, is valid and in full force and effect and effect, has not been suspended, revokedcanceled, canceled revoked or adversely modified, except where the failure modified in any materially adverse manner and is not subject to be in full force and effect, conditions or the suspension, revocation, cancellation or modification of which requirements that are not generally imposed on such authorizations. (c) Except as would not reasonably be expected to haveto, individually or in the aggregate, result in a Company Material Adverse Effect. No License is subject to , (i) each holder of a Communications License has operated in compliance with all terms thereof; and (ii) each holder of a Communications License is in compliance with, and the conduct of its business has been and is in compliance with, the Communications Act and any conditions applicable state or requirements that have not been imposed generally upon licenses in local regulations, and each such holder has filed all registrations and reports and paid all required fees, including any renewal applications, required by the same serviceCommunications Act, unless such conditions any non U.S. laws or requirements regulations or any applicable state or local regulations. Except as would not reasonably be expected to haveto, individually or in the aggregate, result in a Company Material Adverse Effect, (x) there is no pending or, to the Knowledge of the Company, threatened action by or before the FCC, any State PUC, any municipal Governmental Entity or any foreign Governmental Entity to revoke, cancel, suspend, modify or refuse to renew any of the Communications Licenses, and (iiy) except as set forth in Schedule 2.9(c)(ii), there is not now issued, outstanding or, to the Knowledge of the Company, threatened, any pending regulatory notice by the FCC, any State PUC, any municipal Governmental Entity or any foreign Governmental Entity of any violation or complaint, or any application, complaint, or proceeding (other than applications, proceedings, or judicial review before complaints that generally affect the Company’s industry as a Governmental Entity, unless such pending regulatory proceeding whole) relating to the business or judicial review operations of the Company or any Subsidiary. (d) Except as set forth in Schedule 2.9(d) or as would not reasonably be expected to haveexpected, individually or in the aggregate, to result in a Company Material Adverse Effect. To , no event has occurred which permits the Knowledge revocation or termination of any of the Communications Licenses or the imposition of any restriction thereon, or that would prevent any of the Communications Licenses from being renewed on a routine basis or in the ordinary course. (e) None of the execution, delivery or performance of this Agreement or any of the other Transaction Documents by the Company, there has been no eventnor the consummation of the transactions contemplated hereby or thereby will result in any revocation, condition cancellation, suspension or circumstance that would preclude material modification of any License from being renewed in the ordinary course (Communications Licenses or give rise to the extent that right of any Governmental Entity to take any such License is renewable by its terms), except where the failure action or to be renewed would not reasonably be expected fail to have, individually or in the aggregate, a Company Material Adverse Effectrenew any Communications License. (c) The licensee of each License is in compliance with each License and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications required by the rules, regulations, policies, instructions and orders of the FCC or the State Regulators, and the payment of all regulatory fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Communications Regulatory Matters. (a) The Item 4.23 of the Company Disclosure Schedule sets forth a complete and each accurate list of its Subsidiaries hold (i) all approvals, authorizations, certificates and licenses Governmental Approvals issued by the FCC or FCC, the State Regulators that are NCUC, the GPSC and the SCPUC held by the Company and its Subsidiaries required for the Company and each of its Subsidiary Subsidiaries to conduct its operate their business as presently conducted, which approvals, authorizations, certificates and licenses are set forth in Section 4.21(a) the ordinary course (the “Company Licenses”). Item 4.23 of the Company Disclosure Schedule, Schedule also identifies the type of such license or approval and (ii) all other material regulatory permits, approvals, licenses the entity holding such license or approval and other authorizations, including franchises, ordinances specifically identifying the license that is used in the operation of the business and other agreements granting access to public rights of way, issued or granted such that are subject to the Company or any of its Subsidiaries by a Governmental Entity that are required for the Company First Amended and each of its Subsidiaries Restated Joint Operating Agreement, dated September 28, 2000, with AT&T (as successor-in-interest to conduct its businessBellSouth Personal Communications, as presently conducted (clause (i) and (ii) collectively, the “Licenses”LLC). (b) Each Company License is valid and in full force and effect and has not been suspended, revoked, canceled cancelled or adversely modified, except where the failure to be in full force and effect, or the suspension, revocation, cancellation or modification of which has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. No Company License is subject to (i) any conditions or requirements that have not been imposed generally upon licenses in the same service, unless such conditions or requirements would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (ii) any pending regulatory proceeding or judicial review before a Governmental Entity, unless such pending regulatory proceeding or judicial review have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of Effect on the Company, there has been or (ii) any pending regulatory proceeding (other than those affecting the telecommunications industry generally) or judicial review before a Governmental Authority, unless such pending regulatory proceedings or judicial review would have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. The Company and the Company Subsidiaries have no knowledge of any event, condition or circumstance that would preclude any Company License from being renewed in the ordinary course (to the extent that such Company License is renewable by its terms), except where the failure to be renewed has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. (c) The licensee of each Company License is in compliance with each Company License and has fulfilled and performed all of its material obligations with respect thereto, including all reports, notifications and applications required by the Communications Act of 1934, as amended, or the FCC rules or similar rules, regulations, policies, instructions and orders of the FCC or NCUC, the State Regulators, GPSC and the SCPUC and the payment of all regulatory fees and contributionsfees, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions has not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.

Communications Regulatory Matters. (a) The Company and each of its Subsidiaries hold (i) all approvals, authorizations, certificates and licenses issued by the FCC or the State Regulators that are required for the Company and each of its Subsidiary to conduct its business as presently conducted, which approvals, authorizations, certificates and licenses are set forth in Section 4.21(a2.12(a) of the Company Disclosure Letter (the “Company License Schedule”) lists, and (ii) as of the date hereof, all other material regulatory permits, approvals, licenses and authorizations issued by the Federal Communications Commission (the “FCC”) or by the Office of Communications (“Ofcom”) or any other authorizations, including franchises, ordinances and other agreements granting access to public rights regulatory authority of way, issued or granted the United Kingdom (the “UK Authorities”) to the Company or any of its the Company Subsidiaries by a Governmental Entity that are required (the “Company Licenses”), together with the name of the licensee or authorization holder and the expiration date of the Company Licenses. The Company Licenses set forth on the Company License Schedule constitute all authorizations from the FCC and the UK Authorities necessary pursuant to applicable Law on the date hereof for the business operations of the Company and each of its Subsidiaries as they are currently being conducted and are presently planned by the Company to conduct its business, as presently conducted (clause (i) and (ii) collectively, be conducted. No challenges to any of the “Licenses”)Company Licenses are pending or threatened. (b) Each Company License is valid and in full force and effect and has not been suspended, revoked, canceled cancelled or adversely modified. No Company License is subject to any pending regulatory proceeding (other than the transfer application proceeding initiated in FCC File Nos. SES-T/C-20091211-01575, except where SES-T/C-20091211-01576, SAT-T/C-20091211- 00144 by the failure Company prior to be in full force the date hereof to which certain Company Licenses are subject and effectother than those affecting the telecommunications industry generally or holders of similar licenses generally) before a Governmental Entity or judicial review, unless such pending regulatory proceedings or the suspension, revocation, cancellation or modification of which judicial review would not reasonably be expected to havenot, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. No License is subject Effect or have a material adverse effect on the ability of the Company to (i) any conditions perform its obligations under this Agreement or requirements that have not been imposed generally upon licenses in to consummate the same service, unless such conditions or requirements would not reasonably be expected Transaction prior to have, individually or in the aggregate, a Company Material Adverse Effect, or (ii) any pending regulatory proceeding or judicial review before a Governmental Entity, unless such pending regulatory proceeding or judicial review would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEnd Date. To the Knowledge knowledge of the Company, there has been no event, condition or circumstance that would preclude any Company License from being renewed in the ordinary course (to the extent that such Company License is renewable by its terms), except where the failure to be renewed has not had or would not reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse EffectEffect or have a material adverse effect on the ability of the Company to perform its obligations under this Agreement or to consummate the Transaction prior to the End Date. (c) The licensee of each Company License is in compliance with the terms of, and the FCC Rules that apply to, each Company License and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications required by the rules, regulations, policies, instructions regulations and orders of the FCC or (collectively, the State Regulators“FCC Rules”), and the payment of all regulatory fees and contributionsall funds to which contributions are required by the FCC Rules, except the rules applicable to each Company License under the laws of the United Kingdom, including without limitation the rules and policies of the UK Authorities (i“UK Rules”), and the international Radio Regulations and rules, decisions and policies of the International Telecommunication Union (“ITU”) for exemptions(the “ITU Rules” and together with the UK Rules, waivers the “International Rules”). No claims of violation of the FCC Rules or similar concessions the International Rules have been filed or allowances and (ii) where such failure threatened to be filed before the FCC, any UK Authority, the ITU or any court. Without limitation, New DBSD Satellite Services G.P. is in compliancecompliance with the gating requirements to which its Ancillary Terrestrial Component (“ATC”) authorization is subject and that have not been waived; the satellite facilities listed on Section 2.12(c) of the Company Disclosure Letter are adequate to satisfy, fulfill or perform its obligations or pay such fees or contributions would not reasonably be expected to haveand capable of satisfying, individually or the coverage and commercial availability requirements (as the latter has been waived in part);; and the satellite facilities listed in Section 2.12(c) of the Company Disclosure Letter are duly registered in the aggregateITU’s Master Register, a Company Material Adverse Effectand there are no challenges pending or threatened against such registration.

Communications Regulatory Matters. (a) The Section 3.18(a)(i) of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all Permits issued to each Company and each of its Subsidiaries hold (i) all approvals, authorizations, certificates and licenses issued by the FCC or exclusively in connection with the State Regulators that are required for the Company and each of its Subsidiary to conduct its business as presently conducted, which approvals, authorizations, certificates and licenses are set forth in Section 4.21(a) operation of the Company Disclosure Schedule, and Business as of the date of this Agreement (ii) all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to the Company or any of its Subsidiaries by a Governmental Entity that are required for the Company and each of its Subsidiaries to conduct its business, as presently conducted (clause (i) and (ii) collectively, the “FCC Licenses”) and Section 3.18(a)(ii) of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all Permits issued to each Company by any State Regulator in connection with the operation of the Business (such Permits, collectively with the FCC Licenses, the “Transferred Communications Licenses”). (b) Each Transferred Communications License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified, except where the failure to be in full force and effect, or the suspension, revocation, cancellation or modification of which would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to be material to the Companies (taken as a Company Material Adverse Effectwhole) or the Business. No Transferred Communications License is subject to (i) any conditions or requirements that have not been imposed generally upon licenses in the same service, unless such conditions or requirements would not reasonably be expected to haveare set forth on the face of the applicable authorization or unless such conditions or requirements, individually or in the aggregate, have not been and would not reasonably be expected to be material to the Companies (taken as a Company Material Adverse Effectwhole) or the Business, or (ii) any pending regulatory proceeding Proceeding, or notice, inquiry or, to the Knowledge of Seller, investigation that, in each case, would reasonably be expected to lead to such a Proceeding, or judicial review before a Governmental Entity, unless such pending regulatory proceeding Proceeding or judicial review would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, there has been no event, condition or circumstance that would preclude any License from being renewed in the ordinary course (to the extent that such License is renewable by its terms), except where the failure to be renewed would not reasonably be expected to havebe material to the Companies (taken as a whole) or the Business. No Transferred Communications License will be subject to suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the consummation of the Transactions, except for any such suspensions, modifications, revocations or non-renewals that, individually or in the aggregate, would not reasonably be expected to be material to the Companies (taken as a Company Material Adverse Effectwhole) or the Business. (c) The licensee of each Transferred Communications License is in compliance with each Transferred Communications License and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications filings, notifications, payments and applications required by the Communications Act or similar rules, regulations, policies, instructions and orders of the FCC or the State Regulators, and the payment of all regulatory fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to be material to the Companies (taken as a Company Material Adverse Effectwhole) or the Business.