Common use of Communications Regulatory Matters Clause in Contracts

Communications Regulatory Matters. (a) The Company and each of the Company Subsidiaries hold all approvals, authorizations, certificates and licenses issued by the FCC or State Regulators and 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 the Company Subsidiaries by a Governmental Entity that are required for the Company and each of the Company Subsidiaries to conduct its business, as presently conducted (collectively, the “Company Licenses”). (b) Each Company License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified. 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 (ii) any pending Action by or before the FCC or any State Regulator to suspend, revoke or cancel, or any judicial review of a decision by the FCC or any State Regulator with respect thereto. There is no (A) to the Knowledge of the Company, 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), (B) pending or, to the Knowledge of the Company, threatened FCC or State Regulator regulatory Action relating specifically to one or more of the Company Licenses or (C) event, condition or circumstance attributable specifically to the Company that would materially impair, delay or preclude the ability of the Company or the Company Subsidiaries to obtain any Consents from any Governmental Entity. 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 Company Subsidiary to make payments, dividends or other distributions to the Company or any other Company Subsidiary 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 any State Regulator but not requiring a License (“Unlicensed Activity”), and each licensee of each Company License and each Company Subsidiary engaged in Unlicensed Activity (each, an “Unlicensed Subsidiary”) is, and since December 31, 2016, has been, in compliance with each Company License and has fulfilled and performed all of its obligations with respect thereto and with respect to any Unlicensed Activity required by the Communications Act of 1934, as amended (the “Communications Act”), or the rules, regulations, written policies and orders of the FCC (the “FCC Rules”) or similar rules, regulations, written policies and orders of State Regulators, and the payment of all regulatory fees and contributions, except for exemptions, waivers or similar concessions or allowances and except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company and each licensee of each Company License and each of its Unlicensed Subsidiaries is in good standing with the FCC and all other Governmental Entities, and neither the Company nor any such licensee or any of its Unlicensed Subsidiaries 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 and except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company or a Company Subsidiary 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 of its Unlicensed Subsidiaries. (d) Neither the Company nor any of the Company Subsidiaries is subject to any currently effective 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 since December 31, 2016, to pay any civil money penalty by, the FCC, USAC or any other Governmental Entity (other than a taxing authority, which is covered by Section 4.09), other than those of general application that apply to similarly situated providers of the same services or their Subsidiaries and that, individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect (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 the Company Subsidiaries been advised in writing since December 31, 2016 by any Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Company Regulatory Agreement.

Communications Regulatory Matters. (a) The Company and each 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 Subsidiaries hold all approvalsAdministrative Agent, authorizationson behalf of itself and the other Secured Parties, certificates and licenses issued by the FCC or State Regulators and 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 pursuant to the Company Security Agreement holds (i) each Material License or any of (ii) the Company Subsidiaries by a Governmental Entity that are required for the Company and right to utilize each of the Company Subsidiaries to conduct its business, as presently conducted (collectively, the “Company Licenses”)Material License. (b) Each Company License is The Material Licenses held or utilized by the Loan Parties and their Subsidiaries are valid and in full force and effect without adverse conditions limiting the rights or authority of such Loan Party or Subsidiary under the Material Licenses, except for such conditions as (i) are generally applicable to holders of such Material Licenses or (ii) do not adversely affect the ability of the Loan Parties and their Subsidiaries to operate their Communications Systems. Each Loan Party or Subsidiary of a Loan Party holding or utilizing a Material License has not been suspended, revoked, canceled all requisite power and authority required under the Communications Act and PUC Laws to hold or adversely modifiedutilize such Material License and to own and operate the Communications Systems held or utilized by such Loan Party or such Subsidiary of a Loan Party. The Material Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Systems of the Loan Parties and the Subsidiaries of the Loan Parties. No Company License event has occurred and is subject continuing which could reasonably be expected to (i) any conditions or requirements that have not been imposed generally upon licenses result in the same servicesuspension, unless revocation, or termination of any such conditions or requirements are set forth on the face of the applicable authorization Material License or (ii) materially and adversely affect any pending Action rights of the Loan Parties or their respective Subsidiaries thereunder. No Authorized Officer of any Loan Party or any Subsidiary of any Loan Party has 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 or FCC, any State Regulator to suspend, revoke or cancel, or any judicial review of a decision by the FCC or any State Regulator with respect thereto. There is no (A) to the Knowledge of the Company, 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), (B) pending or, to the Knowledge of the Company, threatened FCC or State Regulator regulatory Action relating specifically to one or more of the Company Licenses or (C) event, condition or circumstance attributable specifically to the Company that would materially impair, delay or preclude the ability of the Company or the Company Subsidiaries to obtain any Consents from any Governmental Entity. 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 Company Subsidiary to make payments, dividends or other distributions to the Company PUC or any other Company Subsidiary 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, applicable Governmental Authority with respect to any Company License Material License, and there are no proceedings pending by or before the FCC, any activity regulated by the FCC PUC or any State Regulator but not requiring a License (“Unlicensed Activity”), and each licensee of each Company License and each Company Subsidiary engaged in Unlicensed Activity (each, an “Unlicensed Subsidiary”) is, and since December 31, 2016, has been, in compliance with each Company License and has fulfilled and performed all of its obligations with respect thereto and with respect to any Unlicensed Activity required by the Communications Act of 1934, as amended (the “Communications Act”), or the rules, regulations, written policies and orders of the FCC (the “FCC Rules”) or similar rules, regulations, written policies and orders of State Regulators, and the payment of all regulatory fees and contributions, except for exemptions, waivers or similar concessions or allowances and except for matters that, individually or in the aggregate, have not had and other applicable Governmental Authority which would not reasonably be expected to have a Company material and adverse effect on the validity of any Material Adverse Effect. The Company License. (c) All of the material properties, equipment and each licensee systems owned, leased, subleased or managed by the Loan Parties or their respective Subsidiaries are, and (to the best knowledge of each Company License the Loan Parties and each of its Unlicensed Subsidiaries is 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 standing repair, working order and condition (reasonable wear and tear and casualty events excepted) and are and will be in compliance in all material respects with all terms and conditions of the FCC Material Licenses and all other standards or rules imposed by any Governmental Entities, Authority or as imposed under any agreements with telecommunications companies and neither the Company nor any such licensee or any of its Unlicensed Subsidiaries 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 and except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company or a Company Subsidiary 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 of its Unlicensed Subsidiariescustomers. (d) Neither the Company nor any Each of the Company Loan Parties and their respective Subsidiaries is subject has made all material filings which are required to be filed by it, paid, or caused to be paid, all material franchise, license or other fees and charges related to the Material Licenses or which have become due pursuant to any currently effective cease-and-desist order authorization, consent, approval or enforcement action issued bylicense of, or is a party to any consent agreement registration or memorandum of understanding filing with, or has been ordered since December 31, 2016, to pay any civil money penalty by, the FCC, USAC or any other Governmental Entity (other than a taxing authority, which is covered by Section 4.09), other than those of general application that apply to similarly situated providers of the same services or their Subsidiaries and that, individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect (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 the Company Subsidiaries been advised in writing since December 31, 2016 by any Governmental Entity that it Authority in respect of its business and has made appropriate provision as is considering issuing, initiating, ordering or requesting required by GAAP for any such Company Regulatory Agreementfees and charges which have accrued.

Communications Regulatory Matters. (a) The Company and each businesses of the Company Borrower and its Subsidiaries hold all approvals, authorizations, certificates and licenses issued by the FCC or State Regulators and 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 the Company Subsidiaries by a Governmental Entity that are required for the Company and each of the Company Subsidiaries to conduct its business, as presently being conducted (collectively, the “Company Licenses”). (b) Each Company License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified. 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 (ii) any pending Action by or before the FCC or any State Regulator to suspend, revoke or cancel, or any judicial review of a decision by the FCC or any State Regulator with respect thereto. There is no (A) to the Knowledge of the Company, 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), (B) pending or, to the Knowledge of the Company, threatened FCC or State Regulator regulatory Action relating specifically to one or more of the Company Licenses or (C) event, condition or circumstance attributable specifically to the Company that would materially impair, delay or preclude the ability of the Company or the Company Subsidiaries to obtain any Consents from any Governmental Entity. 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 Company Subsidiary to make payments, dividends or other distributions to the Company or any other Company Subsidiary 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 any State Regulator but not requiring a License (“Unlicensed Activity”), and each licensee of each Company License and each Company Subsidiary engaged in Unlicensed Activity (each, an “Unlicensed Subsidiary”) is, and since December 31, 2016, has been, in compliance with each Company License and has fulfilled and performed all of its obligations with respect thereto and with respect to any Unlicensed Activity required by the Communications Act of 1934, as amended (the “Communications Act”), or the rules, regulations, written policies and orders of the FCC (the “FCC Rules”) or similar rules, regulations, written policies and orders of State Regulators, and the payment of all regulatory fees and contributionsLaws, except for exemptions, waivers or similar concessions or allowances and except for matters thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company Borrower and each licensee of each Company License and each of its Unlicensed the Restricted Subsidiaries is possess all Licenses required to conduct their businesses in good standing with the FCC ordinary course, and all other Governmental Entitiessuch Licenses are in full force and effect. (b) There is no condition, and neither the Company nor any such licensee event or any of its Unlicensed Subsidiaries isoccurrence existing, nor, to the Knowledge knowledge of the CompanyBorrower or any Subsidiary, is there any proceeding being conducted or threatened by any Governmental Authority, which would reasonably be expected to cause the respondent termination, revocation, forfeiture, suspension, cancellation, adverse modification or non-renewal of any of the Licenses held by the Borrower or any Subsidiary, or the imposition of any penalty or fine by any Governmental Authority with respect to any formal complaint, investigation, audit, inquiry, subpoena, forfeiture, such Licenses or petition to suspend before the FCC, the Universal Service Administrative Company (the “USAC”) Borrower or any other Governmental Entity and except for matters thatSubsidiary, in each case which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company or a Company Subsidiary 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 of its Unlicensed Subsidiaries. (dc) Neither There is no (i) outstanding decree, decision, judgment, or order that has been issued by the Company nor FCC or a State PUC against the Borrower or any Subsidiary or any License held by the Borrower or any Subsidiary or (ii) notice of violation, order to show cause, complaint, investigation, inquiry or other administrative or judicial proceeding pending or, to the knowledge of the Company Subsidiaries is subject to any currently effective 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 since December 31, 2016, to pay any civil money penalty by, the FCC, USAC Borrower or any other Governmental Entity Subsidiary, threatened by or before the FCC or a State PUC against the Borrower, any Subsidiary or any License held by the Borrower or any Subsidiary that, assuming an unfavorable decision, ruling or finding, in the case of each of (other than a taxing authorityi) or (ii) above, which is covered by Section 4.09), other than those of general application that apply to similarly situated providers of the same services or their Subsidiaries and thatwould, individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect Effect. (each item in this sentenced) Each of the Borrower and the Subsidiaries have filed with the FCC and State PUCs all necessary reports, whether documents, instruments, information or not set forth applications required to be filed pursuant to the Communications Laws, and have paid all fees, assessments and other charges required to be paid pursuant to the Communications Laws, except as would not, individually or in the Company Disclosure Letteraggregate, reasonably be expected to have a “Company Regulatory Agreement”)Material Adverse Effect. (e) Except as has been obtained or will be obtained prior to the Closing Date, nor has no consent, approval, authorization, order or waiver of, or filing with, the Company FCC, the State PUCs or any other Governmental Authority is required under the Communications Laws to be obtained or made by the Borrower or any Subsidiary for (i) the execution, delivery and performance of this Agreement or the other Credit Documents or (ii) the consummation of the Company Subsidiaries been advised in writing since December 31, 2016 by any Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Company Regulatory AgreementMerger and the other Transactions.

Communications Regulatory Matters. (a) The Company Parent and each of the Company Parent Subsidiaries hold all approvals, authorizations, certificates and licenses issued by the FCC or State Regulators and 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 the Company Parent Subsidiaries by a Governmental Entity that are required for the Company Parent and each of the Company Parent Subsidiaries to conduct its business, as presently conducted (collectively, the “Company Parent Licenses”). (b) Each Company Parent License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified. No Company 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 (ii) any pending Action by or before the FCC or any State Regulator Regulators to suspend, revoke or cancel, or any judicial review of a decision by the FCC or any State Regulator Regulators with respect thereto. There To the Knowledge of Parent, there is no (A) to the Knowledge of the Company, event, condition or circumstance attributable specifically to the Company Parent that would preclude any Company Parent License from being renewed in the ordinary course (to the extent that such Company Parent License is renewable by its terms), (B) pending or, to the Knowledge of the Company, or threatened FCC or State Regulator regulatory Action Actions relating specifically to one or more of the Company Parent Licenses or (C) event, condition or circumstance attributable specifically to the Company that would materially impair, delay or preclude the ability of the Company Parent or the Company Parent Subsidiaries to obtain any Consents from any Governmental Entity. No Company Parent 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 Company Parent Subsidiary to make payments, dividends or other distributions to the Company Parent or any other Company Parent Subsidiary that limits, or would reasonably be expected to limit, the cash funding and management alternatives of the Company Parent on a consolidated basis in a manner disproportionate to restrictions applied by such State Regulators to similarly situated companies. (c) The CompanyParent, with respect to any Company Parent License and any activity regulated by the FCC or any State Regulator Regulators but not requiring a License license (“Unlicensed Activity”), and each licensee of each Company Parent License and each Company Subsidiary engaged in Unlicensed Activity (each, an “Unlicensed Subsidiary”) is, and since December 31, 2016, 2013 has been, in compliance with each Company Parent License and has fulfilled and performed all of its obligations with respect thereto and with respect to any Unlicensed Activity required by the Communications Act of 1934, as amended (the “Communications Act”), or the rules, regulations, written policies and orders of the FCC (the “FCC Rules”) or similar rules, regulations, written policies and orders of State Regulators, and the payment of all regulatory fees and contributions, except for exemptions, waivers or similar concessions or allowances and except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectallowances. The Company Parent and each licensee of each Company Parent License and each of its Unlicensed Subsidiaries is in good standing with the FCC and all other Governmental Entities, and neither the Company Parent nor any such licensee or any of its Unlicensed Subsidiaries is, to the Knowledge of the CompanyParent, 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 and except for matters that(each, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectan “Enforcement Proceeding”). The Company Parent or a Company Parent Subsidiary 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 Parent Licenses and each of its Unlicensed Subsidiaries. (d) Neither the Company Parent nor any of the Company Parent Subsidiaries is subject to any currently effective 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 since December 31, 20162013, to pay any civil money penalty by, the FCC, USAC or any other Governmental Entity (other than a taxing authority, which is covered by Section 4.093.09), other than those of general application that apply to similarly situated providers of the same services or their Subsidiaries and that, individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect (each item in this sentence, whether or not set forth in the Company Parent Disclosure Letter, a “Company Parent Regulatory Agreement”), nor has the Company Parent or any of the Company Parent Subsidiaries been advised in writing since December 31, 2016 2013 by any Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Company Parent Regulatory Agreement.

Communications Regulatory Matters. (a) The Company and each business of the Company Borrower and its Subsidiaries hold all approvals, authorizations, certificates and licenses issued by the FCC or State Regulators and 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 the Company Subsidiaries by a Governmental Entity that are required for the Company and each of the Company Subsidiaries to conduct its business, as presently is being conducted (collectively, the “Company Licenses”). (b) Each Company License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified. 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 (ii) any pending Action by or before the FCC or any State Regulator to suspend, revoke or cancel, or any judicial review of a decision by the FCC or any State Regulator with respect thereto. There is no (A) to the Knowledge of the Company, 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), (B) pending or, to the Knowledge of the Company, threatened FCC or State Regulator regulatory Action relating specifically to one or more of the Company Licenses or (C) event, condition or circumstance attributable specifically to the Company that would materially impair, delay or preclude the ability of the Company or the Company Subsidiaries to obtain any Consents from any Governmental Entity. 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 Company Subsidiary to make payments, dividends or other distributions to the Company or any other Company Subsidiary 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 any State Regulator but not requiring a License (“Unlicensed Activity”), and each licensee of each Company License and each Company Subsidiary engaged in Unlicensed Activity (each, an “Unlicensed Subsidiary”) is, and since December 31, 2016, has been, in compliance with each Company License the applicable Communications Laws and has fulfilled and performed all of its obligations with respect thereto and with respect to any Unlicensed Activity required by the Communications Act of 1934, as amended (the “Communications Act”), or the rules, regulations, written policies and orders of the FCC (the “FCC Rules”) or similar rules, regulations, written policies and orders of State RegulatorsTelecommunications Laws, and the payment terms of all regulatory fees its Cable Franchise Agreements, Licenses, and contributionsGovernmental Authorizations, except for exemptions, waivers or similar concessions or allowances and except for matters that, individually or in the aggregate, have not had and as would not reasonably be expected to have a Company Material Adverse Effect. The Company Borrower and each licensee of each Company License and each of its Unlicensed Subsidiaries is in good standing with the FCC and possess all other Governmental EntitiesCable Franchise Agreements, Licenses, and neither the Company nor any such licensee or any of its Unlicensed Subsidiaries 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 Governmental Authorizations issued by the FCC, the Universal Service Administrative Company (the “USAC”) or any other Governmental Entity PUCs, and cable franchising authorities necessary to conduct their respective businesses as currently conducted, except for matters that, individually or in the aggregate, have not had and as would not reasonably be expected to have a Company Material Adverse Effect. The Company or a Company Subsidiary 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 of its Unlicensed Subsidiaries. (db) Neither the Company nor any of the Company Subsidiaries is subject to any currently effective cease-and-desist order or enforcement action All Cable Franchise Agreements, Licenses, and Governmental Authorizations issued by, or is a party to any consent agreement or memorandum of understanding with, or has been ordered since December 31, 2016, to pay any civil money penalty by, by the FCC, USAC or any other Governmental Entity (other than a taxing authorityPUCs, which is covered by Section 4.09), other than those of general application that apply to similarly situated providers and cable franchising authorities required for the operations of the same services or their Borrower and its Subsidiaries are in full force and thateffect, individually or in the aggregate, have not had or except as would not reasonably be expected to have a Company Material Adverse Effect Effect. None of the Cable Franchise Agreements, Licenses, or Governmental Authorizations is subject to any restrictions or conditions that materially impairs the respective businesses of the Borrower and its Subsidiaries as currently conducted (each item in this sentenceother than restrictions or conditions generally applicable to authorizations of that type). (c) To the knowledge of any Loan Party, whether there is no condition, event or not set forth in occurrence existing, nor, to the Company Disclosure Letterbest of the knowledge of the Borrower and its Subsidiaries, a “Company Regulatory Agreement”is there any proceeding being conducted or threatened by any Governmental Authority (other than proceedings to amend rules of general applicability), nor has which would reasonably be expected to cause the Company termination, revocation, suspension, cancellation, adverse modification, or nonrenewal of any of the Company Subsidiaries been advised in writing since December 31Cable Franchise Agreements, 2016 Licenses, or Governmental Authorizations, or the imposition of any penalty or fine by any Governmental Entity Authority with respect to any of Cable Franchise Agreements, Licenses, or Governmental Authorizations or the Borrower and its Subsidiaries, in each case which would reasonably be expected to have a Material Adverse Effect. (d) To the knowledge of any Loan Party, there is no (i) outstanding decree, decision, judgment, or order that has been issued by the FCC, PUC, or cable franchising authority against the Borrower and its Subsidiaries, the Cable Franchise Agreements, Licenses, or Governmental Authorizations or (ii) notice of violation, apparent liability, order to show cause, complaint, investigation, audit or other administrative or judicial proceeding pending or threatened by or before the FCC, PUC, or cable franchising authorities against the Borrower and its Subsidiaries, the Cable Franchise Agreements, Licenses, or Governmental Authorizations that, in the case of each of (i) or (ii) above, would reasonably be expected to have a Material Adverse Effect. (e) The Borrower and its Subsidiaries each have timely filed with the FCC, PUCs, and cable franchising authorities all necessary reports, certificates, statements and filings required to be filed pursuant to the Communications Laws and State Telecommunications Laws, and have paid all regulatory fees and contributions, which it is considering issuinghas calculated in good faith required to be paid pursuant to the Communications Laws and State Telecommunications Laws, initiating, ordering or requesting any such Company Regulatory Agreementexcept as would not reasonably be expected to have a Material Adverse Effect.

Communications Regulatory Matters. (a) The Company and each of the Company Subsidiaries hold all approvals, authorizations, certificates and licenses issued by the FCC or State Regulators and 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 the Company Subsidiaries by a Governmental Entity that are required for the Company and each of the Company Subsidiaries to conduct its business, as presently conducted (collectively, the “Company Licenses”). (b) Each Company License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified. 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 (ii) any pending Action by or before the FCC or any State Regulator Regulators to suspend, revoke or cancel, or any judicial review of a decision by the FCC or any State Regulator Regulators with respect thereto. There is no (A) to To the Knowledge of the Company, there 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), (B) pending or, to the Knowledge of the Company, or threatened FCC or State Regulator regulatory Action Actions relating specifically to one or more of the Company Licenses or (C) event, condition or circumstance attributable specifically to the Company that would materially impair, delay or preclude the ability of the Company or the Company Subsidiaries to obtain any Consents from any Governmental Entity. 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 Company Subsidiary to make payments, dividends or other distributions to the Company or any other Company Subsidiary 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 any State Regulator but not requiring a License (“Unlicensed Activity”), and each licensee of each Company License and each Company Subsidiary engaged in its Unlicensed Activity (each, an “Unlicensed Subsidiary”) Subsidiaries is, and since December 31, 20162013, has been, in compliance with each Company License and has fulfilled and performed all of its obligations with respect thereto and with respect to any Unlicensed Activity required by the Communications Act of 1934, as amended (the “Communications Act”), or the rules, regulations, written policies and orders of the FCC (the “FCC Rules”) Rules or similar rules, regulations, written policies and orders of State Regulators, and the payment of all regulatory fees and contributions, except for exemptions, waivers or similar concessions or allowances and except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectallowances. The Company and each licensee of each Company License and each of its Unlicensed Subsidiaries Subsidiary is in good standing with the FCC and all other Governmental Entities, and neither the Company nor any such licensee or any of its Unlicensed Subsidiaries 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 and except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEnforcement Proceeding. The Company or a Company Subsidiary 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 of its Unlicensed Subsidiaries. (d) Neither the Company nor any of the Company Subsidiaries is subject to any currently effective 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 since December 31, 20162013, to pay any civil money penalty by, the FCC, USAC or any other Governmental Entity (other than a taxing authority, which is covered by Section 4.09), other than those of general application that apply to similarly situated providers of the same services or their Subsidiaries and that, individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect (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 the Company Subsidiaries been advised in writing since December 31, 2016 2013 by any Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Company Regulatory Agreement.

Communications Regulatory Matters. (aA) The Company Schedule 5.13(A) sets forth a true and each complete list of the Company Subsidiaries hold all approvals, authorizations, certificates and licenses following information for each License issued to or utilized by the FCC Loan Parties or State Regulators their respective Subsidiaries: the name of the licensee, the type of service, the expiration date and all other material regulatory permitsthe geographic area covered by such License. Other than as set forth in Schedule 5.13(A), approvalseach License is held by a Loan Party or a wholly-owned, licenses domestic Subsidiary of a Loan Party whose equity interests are subject to a valid and other authorizations, including franchises, ordinances and other agreements granting access to public rights perfected first priority Lien in favor of way, issued or granted the Secured Parties pursuant to the Company or any of the Company Subsidiaries by a Governmental Entity that are required for the Company Pledge and each of the Company Subsidiaries to conduct its business, as presently conducted (collectively, the “Company Licenses”)Security Agreement. (bB) Each Company License is Other than as set forth on Schedule 5.13(B), the Licenses are valid and in full force and effect without conditions except for such conditions as are generally applicable to holders of such Licenses. Other than as set forth on Schedule 5.13(B), each Loan Party or Subsidiary of a Loan Party has all requisite power and authority required under the Communications Act and PUC Laws to hold the Licenses and to own and operate the Communications Systems. Other than as set forth on Schedule 5.13(B), 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. Other than as set forth on Schedule 5.13(B), no event has not been suspended, revoked, canceled or adversely modified. No Company License occurred and is subject continuing which could reasonably be expected to (i) any conditions or requirements that have not been imposed generally upon licenses result in the same serviceimposition of a material forfeiture or the suspension, unless revocation, termination or adverse modification of any such conditions or requirements are set forth on the face of the applicable authorization License or (ii) materially and adversely affect any pending Action rights of the Loan Parties or their respective Subsidiaries thereunder. Except as otherwise set forth on Schedule 5.13(B), neither the Loan Parties nor any of their Subsidiaries have reason to believe or have knowledge that any License will not be renewed in the ordinary course. Other than as set forth on Schedule 5.13(B), 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 FCC, PUC or any State Regulator to suspendapplicable Governmental Authority, revoke or cancel, or any judicial review of a decision by the FCC or any State Regulator with respect thereto. There is and there are no (A) to the Knowledge of the Company, 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), (B) proceedings pending or, to the Knowledge of the Company, threatened FCC or State Regulator regulatory Action relating specifically to one or more of the Company Licenses or (C) event, condition or circumstance attributable specifically to the Company that would materially impair, delay or preclude the ability of the Company or the Company Subsidiaries to obtain any Consents from any Governmental Entity. 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 Company Subsidiary to make payments, dividends or other distributions to the Company or any other Company Subsidiary 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 any State Regulator but not requiring a License (“Unlicensed Activity”), and each licensee of each Company License and each Company Subsidiary engaged in Unlicensed Activity (each, an “Unlicensed Subsidiary”) is, and since December 31, 2016, has been, in compliance with each Company License and has fulfilled and performed all of its obligations with respect thereto and with respect to any Unlicensed Activity required by the Communications Act of 1934, as amended (the “Communications Act”), or the rules, regulations, written policies and orders of the FCC (the “FCC Rules”) or similar rules, regulations, written policies and orders of State Regulators, and the payment of all regulatory fees and contributions, except for exemptions, waivers or similar concessions or allowances and except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company and each licensee of each Company License and each of its Unlicensed Subsidiaries is in good standing with the FCC and all other Governmental Entities, and neither the Company nor any such licensee or any of its Unlicensed Subsidiaries 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”) PUC or any other applicable Governmental Entity and except for matters that, individually Authority which could in any manner threaten or in adversely affect the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company or a Company Subsidiary owns one hundred percent (100%) validity 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 of its Unlicensed Subsidiariesany License. (dC) Neither the Company nor any All of the Company material properties, equipment and systems owned, leased or managed by the Loan Parties or their respective Subsidiaries is subject are, and (to any currently effective 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 since December 31, 2016, to pay any civil money penalty by, the FCC, USAC or any other Governmental Entity (other than a taxing authority, which is covered by Section 4.09), other than those of general application that apply to similarly situated providers best knowledge of the same services Loan Parties and their Subsidiaries) all such property, equipment and systems to be acquired or their Subsidiaries added in connection with any contemplated system expansion or construction will be, in good repair, working order and that, individually or condition (reasonable wear and tear excepted) and are and will be in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect (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 compliance with all terms and conditions of the Company Subsidiaries been advised in writing since December 31, 2016 Licenses and all standards or rules imposed by any Governmental Entity that it 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 Governmental Approval in respect of its business and has made appropriate provision as is considering issuing, initiating, ordering or requesting required by GAAP for any such Company Regulatory Agreementfees and charges which have accrued.

Communications Regulatory Matters. (aA) The Company Schedule 5.13(A) sets forth a true and each complete list of the Company Subsidiaries hold all approvals, authorizations, certificates and licenses following information for each License issued to or used by Borrower or its Subsidiaries: the FCC or State Regulators and 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 name of the Company Subsidiaries licensee; the type of service; the expiration date; and the geographic area covered by a Governmental Entity that are required for the Company and each of the Company Subsidiaries to conduct its business, as presently conducted (collectively, the “Company Licenses”)such License. (bB) Each Company License is The Licenses are valid and in full force and effect and has not been suspended, revoked, canceled or adversely modifiedwithout conditions except for such conditions as are generally applicable to holders of such Licenses. No Company License event has occurred and is subject continuing which could reasonably be expected to (i) any conditions or requirements that have not been imposed generally upon licenses result in the same serviceimposition of a material forfeiture or the revocation, unless termination or adverse modification of any such conditions or requirements are set forth on the face of the applicable authorization License or (ii) materially and adversely affect any pending Action rights of Borrower or its Subsidiaries or any other holder thereunder. Xxxxxxxx has no reason to believe and has no knowledge that any License will not be renewed in the ordinary course. Neither Borrower nor any of its Subsidiaries, nor, to Xxxxxxxx’s knowledge, the XxXxxx Entities, is a party to any investigation, notice of violation, order or complaint issued by or before the FCC or any State Regulator to suspendPUC, revoke and there are no proceedings pending by or cancel, or any judicial review of a decision by before the FCC or any State Regulator with respect thereto. There is no (A) to PUC which could in any manner threaten or adversely affect the Knowledge validity of any License or the right of the CompanyXxXxxx Entities to transfer such Licenses. (C) All of the material properties, eventequipment and systems owned, condition leased or circumstance attributable specifically to the Company that would preclude any Company License from being renewed in the ordinary course managed by Borrower or its Subsidiaries are, and (to the extent that best knowledge of Borrower) all such Company License is renewable by its terms)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 (Breasonable wear and tear excepted) pending or, to the Knowledge and are and will be in compliance with all terms and conditions of the Company, threatened FCC Licenses and all standards or State Regulator regulatory Action relating specifically to one or more of the Company Licenses or (C) event, condition or circumstance attributable specifically to the Company that would materially impair, delay or preclude the ability of the Company or the Company Subsidiaries to obtain any Consents from rules imposed by any Governmental Entity. No Company License, order Authority or other agreement, obtained from, issued by or concluded as imposed under any agreements with any State Regulator imposes or would impose restrictions on the ability of any Company Subsidiary to make payments, dividends or other distributions to the Company or any other Company Subsidiary that limits, or would reasonably be expected to limit, the cash funding telephone companies and management alternatives of the Company on a consolidated basis in a manner disproportionate to restrictions applied by such State Regulators to similarly situated companiescustomers. (cD) The CompanyEach of Borrower and its Subsidiaries has paid all material franchise, with respect license or other fees and charges which have become due pursuant to any Company License and any activity regulated by the FCC or any State Regulator but not requiring a License (“Unlicensed Activity”), and each licensee Governmental Approval in respect of each Company License and each Company Subsidiary engaged in Unlicensed Activity (each, an “Unlicensed Subsidiary”) is, and since December 31, 2016, has been, in compliance with each Company License its business and has fulfilled and performed all of its obligations with respect thereto and with respect to any Unlicensed Activity made appropriate provision as is required by the Communications Act of 1934, as amended (the “Communications Act”), or the rules, regulations, written policies and orders of the FCC (the “FCC Rules”) or similar rules, regulations, written policies and orders of State Regulators, and the payment of all regulatory GAAP for any such fees and contributions, except for exemptions, waivers or similar concessions or allowances and except for matters that, individually or in the aggregate, charges which have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company and each licensee of each Company License and each of its Unlicensed Subsidiaries is in good standing with the FCC and all other Governmental Entities, and neither the Company nor any such licensee or any of its Unlicensed Subsidiaries 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 and except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company or a Company Subsidiary 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 of its Unlicensed Subsidiariesaccrued. (d) Neither the Company nor any of the Company Subsidiaries is subject to any currently effective 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 since December 31, 2016, to pay any civil money penalty by, the FCC, USAC or any other Governmental Entity (other than a taxing authority, which is covered by Section 4.09), other than those of general application that apply to similarly situated providers of the same services or their Subsidiaries and that, individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect (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 the Company Subsidiaries been advised in writing since December 31, 2016 by any Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Company Regulatory Agreement.

Communications Regulatory Matters. (ai) The Company Each Network Agreement has been duly executed and each delivered by the respective parties thereto, is in full force and effect and neither the Borrowers, any Subsidiary thereof nor, to the best knowledge of the Company Subsidiaries hold all approvalsBorrowers, authorizations, certificates and licenses issued by the FCC or State Regulators and 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 the Company Subsidiaries by a Governmental Entity that are required for the Company and each other parties thereto, is in default of any of the Company Subsidiaries to conduct its business, as presently conducted (collectively, the “Company Licenses”)provisions thereof in any material respect. (bii) Each Company Schedule 6.1(v) hereto sets forth, as of the date hereof, a true and complete list of the following information for each Communications License is or PUC Authorization issued to ACC 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, the geographic area covered by such PUC Authorization, the services that may be provided thereunder and the expiration date, if any. (iii) The Communications Licenses and PUC Authorizations specified on Schedule 6.1(v) 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 has not been suspended, revoked, canceled or adversely modifiedPUC Authorizations. No Company License event has occurred and is subject continuing which could reasonably be expected 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 (ii) any pending Action by or before the FCC or any State Regulator to suspend, revoke or cancel, or any judicial review of a decision by the FCC or any State Regulator with respect thereto. There is no (A) result in the imposition of a material forfeiture or the revocation, termination or adverse modification of any such Communications License or PUC Authorization or (B) materially and adversely affect any rights of ACC or any of its Subsidiaries thereunder. ACC has no reason to the Knowledge of the Company, event, condition or circumstance attributable specifically to the Company believe and has no knowledge that would preclude any Company License from being Communications Licenses and PUC Authorizations will not be renewed in the ordinary course course. (iv) All of the material properties, equipment and systems owned, leased or managed by ACC and its Subsidiaries are, and (to the extent that best knowledge of ACC) all such Company License is renewable by its terms)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 (Breasonable wear and tear excepted) pending or, to the Knowledge and are and will be in compliance with all terms and conditions of the Company, threatened FCC Communications Licenses and PUC Authorizations and all standards or State Regulator regulatory Action relating specifically to one or more of the Company Licenses or (C) event, condition or circumstance attributable specifically to the Company that would materially impair, delay or preclude the ability of the Company or the Company Subsidiaries to obtain any Consents from rules imposed by any Governmental Entity. No Company License, order Authority or other agreement, obtained from, issued by or concluded as imposed under any agreements with any State Regulator imposes or would impose restrictions on the ability of any Company Subsidiary to make payments, dividends or other distributions to the Company or any other Company Subsidiary that limits, or would reasonably be expected to limit, the cash funding telephone companies and management alternatives of the Company on a consolidated basis in a manner disproportionate to restrictions applied by such State Regulators to similarly situated companiescustomers. (cv) The Company, with respect to any Company License and any activity regulated by the FCC or any State Regulator but not requiring a License (“Unlicensed Activity”), and each licensee of each Company License and each Company Subsidiary engaged in Unlicensed Activity (each, an “Unlicensed Subsidiary”) is, and since December 31, 2016, has been, in compliance with each Company License and has fulfilled and performed all of its obligations with respect thereto and with respect to any Unlicensed Activity required by the Communications Act of 1934, as amended (the “Communications Act”), or the rules, regulations, written policies and orders of the FCC (the “FCC Rules”) or similar rules, regulations, written policies and orders of State Regulators, and the payment of all regulatory fees and contributions, except for exemptions, waivers or similar concessions or allowances and except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company and each licensee of each Company License ACC and each of its Unlicensed Subsidiaries have paid all franchise, license or other fees and charges which have become due pursuant to any Governmental Approval in respect of their business and have made appropriate provision as is in good standing with the FCC and all other Governmental Entities, and neither the Company nor required by GAAP for any such licensee or any of its Unlicensed Subsidiaries 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 fees and except for matters that, individually or in the aggregate, charges which have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company or a Company Subsidiary 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 of its Unlicensed Subsidiariesaccrued. (d) Neither the Company nor any of the Company Subsidiaries is subject to any currently effective 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 since December 31, 2016, to pay any civil money penalty by, the FCC, USAC or any other Governmental Entity (other than a taxing authority, which is covered by Section 4.09), other than those of general application that apply to similarly situated providers of the same services or their Subsidiaries and that, individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect (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 the Company Subsidiaries been advised in writing since December 31, 2016 by any Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Company Regulatory Agreement.

Communications Regulatory Matters. (aA) The Company Schedule 5.13(A) sets forth a true and each complete list of the Company Subsidiaries hold all approvals, authorizations, certificates and licenses ---------------- following information for each License issued by the FCC or State Regulators and 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 Borrower or any of its Restricted Subsidiaries: the Company Subsidiaries by a Governmental Entity that are required for the Company and each name of the Company Subsidiaries to conduct its business, as presently conducted (collectivelylicensee, the “Company Licenses”)type of service, the expiration date and the geographic area covered by such License. (bB) Each Company License is The Licenses are valid and in full force and effect and has not been suspended, revoked, canceled or adversely modifiedwithout conditions except for such conditions as are generally applicable to holders of such Licenses. No Company License event has occurred and is subject continuing which could reasonably be expected to (i) any conditions or requirements that have not been imposed generally upon licenses result in the same serviceimposition of a material forfeiture or the revocation, unless termination or adverse modification of any such conditions or requirements are set forth on the face of the applicable authorization License or (ii) materially and adversely affect any rights of Borrower or any of its Restricted Subsidiaries thereunder. Borrower has no reason to believe and has no knowledge that any Licenses will not be renewed in the ordinary course, except that all of the Licenses are subject to revocation if LA Unwired fails to meet required build-out requirements due to obligations to Sprint pursuant to the Sprint Agreements to use Sprint spectrum. Neither Borrower nor any of its Restricted Subsidiaries is a party to any investigation, notice of violation, order or complaint issued by or before the FCC, and there are no proceedings pending Action by or before the FCC which could in any manner threaten or adversely affect the validity of any State Regulator to suspend, revoke or cancel, or any judicial review of a decision by the FCC or any State Regulator with respect thereto. There is no License. (AC) to the Knowledge All of the Companymaterial properties, eventequipment and systems owned, condition leased or circumstance attributable specifically to the Company that would preclude any Company License from being renewed in the ordinary course managed by Borrower and its Restricted Subsidiaries are, and (to the extent that best knowledge of Borrower) all such Company License is renewable by its terms)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 (Breasonable wear and tear excepted) pending or, to the Knowledge and are and will be in compliance with all terms and conditions of the Company, threatened FCC Licenses and all standards or State Regulator regulatory Action relating specifically to one or more of the Company Licenses or (C) event, condition or circumstance attributable specifically to the Company that would materially impair, delay or preclude the ability of the Company or the Company Subsidiaries to obtain any Consents from rules imposed by any Governmental Entity. No Company License, order Authority or other agreement, obtained from, issued by or concluded as imposed under any agreements with any State Regulator imposes or would impose restrictions on the ability of any Company Subsidiary to make payments, dividends or other distributions to the Company or any other Company Subsidiary that limits, or would reasonably be expected to limit, the cash funding telephone companies and management alternatives of the Company on a consolidated basis in a manner disproportionate to restrictions applied by such State Regulators to similarly situated companiescustomers. (cD) The CompanyEach of Borrower and its Restricted Subsidiaries has paid all franchise, with respect license or other fees and charges which have become due pursuant to any Company License and any activity regulated by the FCC or any State Regulator but not requiring a License (“Unlicensed Activity”), and each licensee Governmental Approval in respect of each Company License and each Company Subsidiary engaged in Unlicensed Activity (each, an “Unlicensed Subsidiary”) is, and since December 31, 2016, has been, in compliance with each Company License its business and has fulfilled and performed all of its obligations with respect thereto and with respect to any Unlicensed Activity made appropriate provision as is required by the Communications Act of 1934, as amended (the “Communications Act”), or the rules, regulations, written policies and orders of the FCC (the “FCC Rules”) or similar rules, regulations, written policies and orders of State Regulators, and the payment of all regulatory GAAP for any such fees and contributions, except for exemptions, waivers or similar concessions or allowances and except for matters that, individually or in the aggregate, charges which have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company and each licensee of each Company License and each of its Unlicensed Subsidiaries is in good standing with the FCC and all other Governmental Entities, and neither the Company nor any such licensee or any of its Unlicensed Subsidiaries 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 and except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company or a Company Subsidiary 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 of its Unlicensed Subsidiariesaccrued. (d) Neither the Company nor any of the Company Subsidiaries is subject to any currently effective 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 since December 31, 2016, to pay any civil money penalty by, the FCC, USAC or any other Governmental Entity (other than a taxing authority, which is covered by Section 4.09), other than those of general application that apply to similarly situated providers of the same services or their Subsidiaries and that, individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect (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 the Company Subsidiaries been advised in writing since December 31, 2016 by any Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Company Regulatory Agreement.

Communications Regulatory Matters. (a) The Company and the Company Subsidiaries hold, and on the Distribution Date will hold, all permits, licenses, franchises, waivers, orders, approvals, concessions, registrations and other authorizations issued or provided by the FCC, the State Regulators or any other Governmental Authority relating to communications regulatory matters (including multichannel video) under all Laws currently in effect that are necessary for the Company and/or the Company Subsidiaries to own their respective assets or operate the applicable portion of the business of the Company as currently conducted (“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. The Company has in full force and effect, or will have in full force and effect as of the Closing Date, authority to provide non-facilities-based international services between the U.S. and all permitted international points pursuant to 47 U.S.C. § 214 and 47 C.F.R. § 63.18. (b) The Company and each of the Company Subsidiaries hold all approvalsin the conduct of its business has complied since January 1, authorizations2006 with, certificates and licenses issued by the FCC or State Regulators and all other material currently is not in violation of, any requirement of Law relating to communications regulatory permits, approvals, licenses and other authorizations, matters (including franchises, ordinances and other agreements granting access multichannel video) to public rights of way, issued or granted to which the Company or any of the Company Subsidiaries by a Governmental Entity is subject, except to the extent that are required for any such non-compliance or violation has not resulted and would not reasonably be expected to result in any burden, fine or consequence on the business of the Company. Without limiting the foregoing, there is not pending, nor to the Company’s Knowledge, threatened against the Company and each or any of the Company Subsidiaries to conduct its businessany application, as presently conducted (collectivelyaction, the “Company Licenses”). (b) Each Company License is valid and in full force and effect and has not been suspendedpetition, revokedobjection or other pleading, canceled or adversely modified. 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 (ii) any pending Action proceeding by or before the FCC or any State Regulator to suspend, revoke Regulators which questions or cancelcontests the validity of, or any judicial review of a decision by the FCC or any State Regulator with respect thereto. There is no (A) to the Knowledge rights of the Companyholder under, eventor seeks the non-renewal, condition revocation 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), (B) pending or, to the Knowledge of the Company, threatened FCC or State Regulator regulatory Action relating specifically to one or more of the Company Licenses or (C) event, condition or circumstance attributable specifically to the Company that would materially impair, delay or preclude the ability of the Company or the Company Subsidiaries to obtain any Consents from any Governmental Entity. 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 suspension of any Company Subsidiary to make paymentsLicense. Since January 1, dividends or other distributions to the Company or any other Company Subsidiary that limits2006, 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 any State Regulator but not requiring a License (“Unlicensed Activity”), and each licensee of each Company License and each Company Subsidiary engaged in Unlicensed Activity (each, an “Unlicensed Subsidiary”) is, and since December 31, 2016, has been, in compliance with each Company License and has fulfilled and performed all of its obligations with respect thereto and with respect to any Unlicensed Activity required by the Communications Act of 1934, as amended (the “Communications Act”), or the rules, regulations, written policies and orders of the FCC (the “FCC Rules”) or similar rules, regulations, written policies and orders of State Regulators, and the payment of all regulatory fees and contributions, except for exemptions, waivers or similar concessions or allowances and except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company and each licensee of each Company License and each of its Unlicensed Subsidiaries is in good standing with the FCC and all other Governmental Entities, and neither the Company nor any such licensee or any of its Unlicensed Subsidiaries 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 and except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company or a Company Subsidiary 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 of its Unlicensed Subsidiaries. (d) Neither the Company nor any of the Company Subsidiaries is subject to has received written notice of an investigation or review by any currently effective cease-and-desist order or enforcement action issued byGovernmental Authority (including, or is a party to any consent agreement or memorandum of understanding with, or has been ordered since December 31, 2016, to pay any civil money penalty byfor this purpose only, the FCC, USAC or Universal Service Administrative Company and any other Governmental Entity administrators designated by the FCC or a State Regulator) relating to communications regulatory matters (other than including multichannel video) with respect to a taxing authority, which is covered material violation by Section 4.09), other than those of general application that apply to similarly situated providers of the same services or their Subsidiaries and that, individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect (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 the Company Subsidiaries of any requirement of Law, excluding any notice in respect of a matter that has been advised withdrawn or resolved without the imposition of material penalties, burdens or fines. The Company (a) is capable of providing local number portability in writing since December 31, 2016 by any Governmental Entity that it material compliance with 47 U.S.C. § 251(b)(2) and the implementing rules of the FCC; (b) complies in all material respects with the requirements of the CALEA; and (c) is considering issuing, initiating, ordering or requesting any such Company Regulatory Agreementcapable of providing 911 service in material compliance with 47 U.S.C. § 251(e)(3) and the implementing rules of the FCC and applicable state Laws of the State Regulators.

Communications Regulatory Matters. (a) The Each Group Company and each of the Company Subsidiaries hold holds all approvals, authorizations, certificates certificates, and licenses issued by the FCC or State Regulators and all other material regulatory permits, approvals, licenses licenses, and other authorizations, including franchises, ordinances ordinances, and other agreements granting access to public rights of way, issued or granted to the such Group Company or any of the Company Subsidiaries by a Governmental Entity that are required for the such Group Company and each of the Company Subsidiaries to conduct its business, as presently conducted (collectively, the “Company Licenses”), except as would not, individually or in the aggregate, reasonably be expected to be material to the Business. (b) Each Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business, (i) each Company License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified. No modified and (ii) no Company License is subject to (iA) 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 (iiB) any pending Action Proceeding by or before the FCC or any State Regulator to suspend, revoke or cancel, or any judicial review of a decision by the FCC or any State Regulator with respect thereto. There is no (A) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the Knowledge of Seller, as of the Companydate of this Agreement, there is no (1) event, condition or circumstance attributable specifically to the a Group 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), (B2) pending or, to the Knowledge of the Company, or threatened FCC or State Regulator regulatory Action Proceeding relating specifically to one or more of the Company Licenses Licenses, or (C3) event, condition or circumstance attributable specifically to the a Group Company that would materially impair, delay or preclude the ability of the Company or the Company Subsidiaries Group Companies to obtain any Consents from any Governmental Entity. No Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business, 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 Group Company Subsidiary to make payments, dividends or other distributions to the Company or any other Group Company Subsidiary 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 any State Regulator but not requiring a Company License (“Unlicensed Activity”), and each licensee of each Company License and each other Group Company Subsidiary engaged in Unlicensed Activity (each, an “Unlicensed Subsidiary”) is, and since December 31January 1, 20162021, has been, in compliance with each Company License and has fulfilled and performed all of its obligations with respect thereto and with respect to any Unlicensed Activity required by the Communications Act of 1934, as amended (the “Communications Act”), or the rules, regulations, written policies policies, and orders of the FCC (the “FCC Rules”) or similar rules, regulations, written policies policies, and orders of State Regulators, and the payment of all regulatory fees and contributions, except for exemptions, waivers or similar concessions or allowances and except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectbe material to the Business. The Company and each licensee of each Company License and each of its Unlicensed Subsidiaries is in good standing with the FCC and all other Governmental Entities, and and, as of the date of this Agreement, neither the Company nor any such licensee or any of its Unlicensed Subsidiaries is, to the Knowledge of the CompanySeller, 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 and except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectbe material to the Business. The Company or a another Group Company Subsidiary owns one hundred percent (100%) of the equity Equity Interests and controls one hundred percent (100%) of the voting power and decision-making authority of each licensee of the Company Licenses and each of its Unlicensed Subsidiaries. (d) Neither the Company nor any None of the Company Subsidiaries Group Companies is subject to any currently effective 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 since December 31January 1, 20162021, to pay any civil money penalty by, the FCC, USAC or any other Governmental Entity (other than a taxing authorityTaxing Authority, which is covered by Section 4.093.11), other than those of general application that apply to similarly situated providers of the same services or their Subsidiaries and that, individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect (each item in this sentence, whether or not set forth in the Company Seller Disclosure Letter, a “Company Regulatory Agreement”), nor has the any Group Company or any of the Company Subsidiaries been advised in writing since December 31January 1, 2016 2021 by any Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Company Regulatory Agreement.

Communications Regulatory Matters. (aA) The Company and each As of the Company Subsidiaries hold all approvalsFourth Amendment and Restatement Date, authorizations, certificates Schedule 5.13(A) sets forth a true and licenses complete list of the following information for each Material License issued to or utilized by the FCC Loan Parties or State Regulators their respective Restricted Subsidiaries: the name of the licensee, the type of service, the expiration date and all other material regulatory permitsthe geographic area covered by such Material License. Other than as set forth in Schedule 5.13(A) or pursuant to an Asset Disposition permitted hereby, approvalseach Material License is held by a Loan Party or a wholly-owned, licenses domestic Restricted Subsidiary of a Loan Party whose equity interests are subject to a valid and other authorizations, including franchises, ordinances and other agreements granting access to public rights perfected first priority Lien in favor of way, issued or granted the Secured Parties pursuant to the Company or any of the Company Subsidiaries by a Governmental Entity that are required for the Company Pledge and each of the Company Subsidiaries to conduct its business, as presently conducted (collectively, the “Company Licenses”)Security Agreement. (bB) Each Company License is The Material Licenses are valid and in full force and effect without conditions except for such conditions as are generally applicable to holders of such Material Licenses. Each Loan Party or Restricted Subsidiary of a Loan Party has all requisite power and has not been suspended, revoked, canceled or adversely modifiedauthority required under the Communications Act and PUC Laws to hold the Material Licenses and to own and operate the Communications Systems. The Material Licenses constitute in all material respects all of the Material Licenses necessary for the operation of the Communications Systems in the same manner as it is presently conducted. No Company License event has occurred and is subject continuing which could reasonably be expected to (i) any conditions or requirements that have not been imposed generally upon licenses result in the same servicesuspension, unless revocation, or termination of any such conditions or requirements are set forth on the face of the applicable authorization Material License or (ii) materially and adversely affect any pending Action rights of the Loan Parties or their respective Restricted Subsidiaries thereunder. Neither the Loan Parties nor any of their Restricted 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 Restricted Subsidiaries are a party to any investigation, notice of apparent liability, notice of violation, order or complaint issued by or before the FCC FCC, PUC or any State Regulator applicable Governmental Authority with respect to suspenda Material License, revoke and there are no proceedings pending by or cancelbefore the FCC, PUC or any judicial review of a decision by the FCC or any State Regulator with respect thereto. There is no (A) to the Knowledge of the Company, 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), (B) pending or, to the Knowledge of the Company, threatened FCC or State Regulator regulatory Action relating specifically to one or more of the Company Licenses or (C) event, condition or circumstance attributable specifically to the Company that would materially impair, delay or preclude the ability of the Company or the Company Subsidiaries to obtain any Consents from any applicable Governmental Entity. 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 Company Subsidiary to make payments, dividends or other distributions to the Company or any other Company Subsidiary that limits, or Authority which would reasonably be expected to limit, adversely affect the cash funding and management alternatives validity of the Company on a consolidated basis in a manner disproportionate to restrictions applied by such State Regulators to similarly situated companiesany Material License. (cC) The CompanyAll of the material properties, with respect to any Company License equipment and any activity regulated systems owned, leased or managed by the FCC Loan Parties or any State Regulator but not requiring a License (“Unlicensed Activity”)their respective Restricted Subsidiaries are, and each licensee (to the best knowledge of each Company License the Loan Parties and each Company Subsidiary engaged their Restricted Subsidiaries) all such property, equipment and systems to be acquired or added in Unlicensed Activity connection with any contemplated system expansion or construction will be, in good repair, working order and condition (each, an “Unlicensed Subsidiary”reasonable wear and tear excepted) is, and since December 31, 2016, has been, are and will be in compliance with each Company License all terms and has fulfilled and performed all of its obligations with respect thereto and with respect to any Unlicensed Activity required by the Communications Act of 1934, as amended (the “Communications Act”), or the rules, regulations, written policies and orders conditions of the FCC (the “FCC Rules”) or similar rules, regulations, written policies and orders of State Regulators, and the payment of all regulatory fees and contributions, except for exemptions, waivers or similar concessions or allowances and except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company and each licensee of each Company License and each of its Unlicensed Subsidiaries is in good standing with the FCC Licenses and all other standards or rules imposed by any Governmental Entities, Authority or as imposed under any agreements with telecommunications companies and neither the Company nor any such licensee or any of its Unlicensed Subsidiaries 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 and except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company or a Company Subsidiary 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 of its Unlicensed Subsidiariescustomers. (dD) Neither the Company nor any Each of the Company Loan Parties and their respective Restricted Subsidiaries is subject 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 Material Licenses or which have become due pursuant to any currently effective cease-and-desist order or enforcement action issued by, or Governmental Approval in respect of its business and has made appropriate provision as is a party to any consent agreement or memorandum of understanding with, or has been ordered since December 31, 2016, to pay any civil money penalty by, the FCC, USAC or any other Governmental Entity (other than a taxing authority, which is covered required by Section 4.09), other than those of general application that apply to similarly situated providers of the same services or their Subsidiaries and that, individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect (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 the Company Subsidiaries been advised in writing since December 31, 2016 by any Governmental Entity that it is considering issuing, initiating, ordering or requesting GAAP for any such Company Regulatory Agreementfees and charges which have accrued.