Common use of Communications Regulatory Matters Clause in Contracts

Communications Regulatory Matters. (a) As of the Closing Date, Schedule 5.19 sets forth a true and complete list of the following information for each License issued to or utilized by the Loan Parties or their respective Subsidiaries: the name of the licensee, the type of service, the expiration date and the geographic area covered by such License. Other than as set forth in Schedule 5.19, each License is held by a Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party whose Equity Interests are subject to a Prior Security Interest in favor of the Administrative Agent, on behalf of itself and the other Secured Parties, pursuant to the Security Agreement. (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. 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. The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Systems in the same manner as it is presently conducted. No event has occurred and is continuing which could reasonably be expected to (i) result in the suspension, revocation, or termination of any such License or (ii) materially and adversely affect any rights of the Loan Parties or their respective Subsidiaries thereunder. Neither the Loan Parties nor any of their Subsidiaries have actual knowledge that any License will not be renewed in the ordinary course. Neither the Loan Parties nor any of their respective Subsidiaries are a party to any investigation, notice of apparent liability, notice of violation, order or complaint issued by or before the FCC, PUC or any applicable Governmental Authority with respect to a License, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority which would reasonably be expected to adversely affect the validity of any License. (c) All of the material properties, equipment and systems owned, leased or managed by the Loan Parties or their respective Subsidiaries are, and (to the best knowledge of the Loan Parties and their Subsidiaries) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in compliance with all terms and conditions of the Licenses and all standards or rules imposed by any Governmental Authority or as imposed under any agreements with telecommunications companies and customers. (d) Each of the Loan Parties and their respective Subsidiaries has made all material filings which are required to be filed by it, paid all material franchise, license or other fees and charges related to the Licenses or which have become due pursuant to any authorization, consent, approval or license of, or registration or filing with, any Governmental Authority in respect of its business and has made appropriate provision as is required by GAAP for any such fees and charges which have accrued.

Communications Regulatory Matters. (ai) As Each Network Agreement has been duly executed and delivered by the respective parties thereto, is in full force and effect and neither the Borrower, any Subsidiary thereof nor, to the best knowledge of the Closing DateBorrower, any of the other parties thereto, is in default of any of the provisions thereof in any material respect. (ii) Schedule 5.19 4 hereto sets forth forth, as of the date hereof, a true and complete list of the following information for each License issued to the Borrower or utilized by the Loan Parties or their respective any its Subsidiaries: (A) for all Licenses other than PUC Authorizations, the name of the licensee, the type of service, service and the expiration date dates; and (B) for each PUC Authorization only, the geographic area covered by such License. Other than as set forth in Schedule 5.19PUC Authorization, each License is held by a Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party whose Equity Interests are subject to a Prior Security Interest in favor of the Administrative Agent, on behalf of itself services that may be provided thereunder and the other Secured Partiesexpiration date, pursuant to the Security Agreementif any. (biii) Neither the Borrower nor any of its Subsidiaries is in violation of any Communications Law applicable thereto. The Licenses specified on Schedule 4 hereto are valid and in full force and effect without conditions, conditions except for such conditions as are generally applicable to holders of such Licenses. Each Loan Party or Subsidiary of a Loan Party has all requisite power and authority required under the Communications Act and PUC Laws to hold the Licenses and to own and operate the Communications Systems. The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Systems in the same manner except as it is presently conductedset forth on such Schedule. No event has occurred and is continuing which could reasonably be expected to (iA) result in the suspension, imposition of a material forfeiture or the revocation, termination or termination adverse modification of any such License or (iiB) materially and adversely affect any rights of the Loan Parties Borrower or their respective any of its Subsidiaries thereunder. Neither the Loan Parties nor any of their Subsidiaries have actual The Borrower has no reason to believe and has no knowledge that any License Licenses will not be renewed approved or renewed, as applicable, in the ordinary course. Neither the Loan Parties nor any of their respective Subsidiaries are a party to any investigation, notice of apparent liability, notice of violation, order or complaint issued by or before the FCC, PUC or any applicable Governmental Authority with respect to a License, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority which would reasonably be expected to adversely affect the validity of any License. (civ) All of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the Loan Parties or their respective Borrower and its Subsidiaries are, and (to the best knowledge of the Loan Parties and their Subsidiaries) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in compliance with all terms and conditions of the Licenses and all standards or rules imposed by applicable Communications Law and any Governmental Authority governmental authority or as imposed under any agreements with telecommunications telephone companies and customers. (dv) Each of the Loan Parties The Borrower and their respective its Subsidiaries has made all material filings which are required to be filed by it, have paid all material franchise, license or other fees and charges related to the Licenses or which have become due pursuant to any authorization, consent, approval or license of, or registration or filing with, any Governmental Authority in respect of its business and has made appropriate provision as is required by GAAP for any such fees and charges which have accrued.governmental approval

Communications Regulatory Matters. (aA) As of the Closing Date, Schedule 5.19 5.13(A) sets forth a true and complete list of ---------------- the following information for each License issued to Borrower or utilized by the Loan Parties or their respective its Subsidiaries: the name of the licensee, the type of service, the expiration date and the geographic area covered by such License. Other than as set forth in Schedule 5.19, each License is held by a Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party whose Equity Interests are subject to a Prior Security Interest in favor of the Administrative Agent, on behalf of itself and the other Secured Parties, pursuant to the Security Agreement. (bB) The Licenses are valid and in full force and effect without conditions, conditions except for such conditions as are generally applicable to holders of such Licenses. Each Loan Party or Subsidiary of a Loan Party has all requisite power and authority required under the Communications Act and PUC Laws to hold the Licenses and to own and operate the Communications Systems. The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Systems in the same manner as it is presently conducted. No event has occurred and is continuing which could reasonably be expected to (i) result in the suspension, imposition of a material forfeiture or the revocation, termination or termination adverse modification of any such License or (ii) materially and adversely affect any rights of the Loan Parties Borrower or their respective its Subsidiaries or any other holder thereunder. Neither the Loan Parties nor any of their Subsidiaries have actual Borrower has no reason to believe and has no knowledge that any License will not be renewed in the ordinary course. Neither the Loan Parties Except as disclosed on Schedule 5.10, neither Borrower nor any of their respective its Subsidiaries are is a party to any investigation, notice of apparent liability, notice of violation, order or complaint issued by or before the FCC, PUC FCC or any applicable Governmental Authority with respect to a LicenseAuthority, and there are no proceedings pending by or before the FCC, PUC FCC or any applicable Governmental Authority Authority, which would reasonably be expected to could in any manner threaten or adversely affect the validity of any License.. Credit Agreement/SureWest Communications (cC) All of the material properties, equipment and systems owned, leased or managed by the Loan Parties Borrower or their respective its Subsidiaries are, and (to the best knowledge of the Loan Parties and their SubsidiariesBorrower) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the Licenses and all standards or rules imposed by any Governmental Authority or as imposed under any agreements with telecommunications telephone companies and customers. (dD) Each of the Loan Parties Borrower and their respective its Subsidiaries has made all material filings which are required to be filed by it, paid all material franchise, license or other fees and charges related to the Licenses or which have become due pursuant to any authorization, consent, approval or license of, or registration or filing with, any Governmental Authority Approval in respect of its business and has made appropriate provision as is required by GAAP for any such material fees and charges which have accrued.

Communications Regulatory Matters. (a) As Except as set forth in Schedule 3.6 of the Disclosure Schedule, as of the date hereof, GVN and GVS have all permits, licenses and authorizations from each Governmental Entity that regulates telecommunications in each applicable jurisdiction ("Communications Licenses"), including without limitation, (A) the FCC; (B) the California Public Utility Commission (the "State PUC") (together with any renewals, extensions, or modifications thereof and any additions thereto made as of the Closing Date, the "State License"); and (C) the appropriate municipal governmental entities (together with any renewals, extensions, or modifications thereof and any additions thereto made as of the Closing Date, the "Local Authorizations"); in each case that are required for the conduct of the business of GVN and GVS as presently conducted. Schedule 5.19 3.6(a) of the Disclosure Schedule sets forth a true true, correct and complete list of the following information for each License issued to or utilized by the Loan Parties or their respective Subsidiaries: the name all of the licensee, Communications Licenses. Schedule 3.6(a) of the type of service, Disclosure Schedule also correctly specifies the expiration date and of each Communications License in effect as of the geographic area covered by such LicenseExecution Date. Other than The Company is not required to obtain or hold in its own name any Communication Licenses, any State License or any Local Authorizations in order for GVN or GVS to conduct business as presently conducted. (b) Except as set forth in Schedule 5.193.6(b) of the Disclosure Schedule, each License is held by a Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party whose Equity Interests are subject to a Prior Security Interest in favor of the Administrative AgentCommunications Licenses was duly issued, on behalf of itself and the other Secured Parties, pursuant to the Security Agreement. (b) The Licenses are is valid and in full force and effect without conditionseffect, has not been suspended, canceled, revoked or modified in any materially adverse manner and is not subject to conditions or requirements that are not generally imposed on such authorizations. (c) Except as set forth in Schedule 3.6(c)(i) of the Disclosure Schedule, (A) each holder of a Communications License has operated in compliance with all terms thereof; and (B) each holder of a Communications License is in compliance with, and the conduct of its business has been and is in compliance with, the Communications Act, and any applicable Communications Laws; and (C) each such holder has timely filed all registrations and reports and paid all required fees and contributions, including any renewal applications, required by the Communications Act, any or any applicable Communications Laws, except for such conditions with respect to (A), (B) and (C) above, to the extent that any failure to do so would not have a Material Adverse Effect. Without limiting the forgoing, GVN or GVS, as are generally applicable to holders the case may be, (1) is capable of such Licensesproviding local number portability in material compliance with 47 U.S.C. ss. Each Loan Party or Subsidiary 251(b)(2) and the implementing rules 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. The Licenses constitute FCC, (2) complies in all material respects all of with the Licenses necessary for the operation requirements of the Communications Systems in Assistance for Law Enforcement Act ("CALEA"), 47 U.S.C. ss. 1001 et seq. and the same manner as it is presently conducted. No event has occurred and is continuing which could reasonably be expected to (i) result in the suspension, revocation, or termination of any such License or (ii) materially and adversely affect any rights implementing rules of the Loan Parties or their respective Subsidiaries FCC; (3) is capable of providing enhanced 911 service in material compliance with 47 U.S.C. ss. 251(e)(3) and the implementing rules of the FCC and FCC policies thereunder. Neither Except as set forth in Schedule 3.6(c) of the Loan Parties nor Disclosure Schedule, (w) there is no pending or, to the knowledge of Stockholder, any of their Subsidiaries have actual knowledge that any License will not be renewed in the ordinary course. Neither the Loan Parties nor any of their respective Subsidiaries are a party to any investigation, notice of apparent liability, notice of violation, order or complaint issued threatened action by or before the FCC, PUC the State PUC, or any applicable municipal Governmental Authority with respect Entity to a revoke, cancel, suspend, modify or refuse to renew any material Communications License, and (x) except as set forth in Schedule 3.6(c)(ii) of the Disclosure Schedule, there are no proceedings pending is not now issued, outstanding or, to the knowledge of Stockholder, threatened, any notice by or before the FCC, PUC the State PUC, any municipal Governmental Entity of any material violation or complaint, or any applicable Governmental Authority which would reasonably be expected to adversely application, complaint, or proceeding (other than applications, proceedings, or complaints that generally affect the validity of any License. (c) All industry of the material propertiesCompany, equipment GVN and systems ownedGVS as a whole) relating to the business or operations of the Company, leased GVN or managed by the Loan Parties or their respective Subsidiaries areGVS, and (y) to the best knowledge of the Loan Parties and their Subsidiaries) all such propertyStockholder, equipment and systems no Person has asserted in writing to a Governmental Entity that any material Communications License should be acquired modified or added revoked, or that GVN or GVS is not in connection material compliance with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in compliance with all terms and conditions of the Licenses and all standards or rules imposed by any Governmental Authority or as imposed under any agreements with telecommunications companies and customersCommunications License. (d) Each Except as set forth in Schedule 3.6(d) of the Loan Parties Disclosure Schedule, to the knowledge of Stockholder no event has occurred that reasonably could be expected to lead to the revocation or termination of any of the material Communications Licenses or the imposition of any restriction thereon, or that would prevent any of the material Communications Licenses from being renewed on a routine basis or in the ordinary course. (e) None of the execution, delivery or performance of this Agreement by Stockholder, nor the consummation of the transactions contemplated hereby or thereby will result in any revocation, cancellation, suspension or material modification of any Communications Licenses or give rise to the right of any governmental entity to take any such action or to fail to renew any Communications License except as contemplated by this Agreement. (f) The regulatory tariffs applicable to GVN and GVS described in Schedule 3.6(f) of the Disclosure Schedule are all of the Federal and state tariffs applicable to regulated telecommunications services offered by GVN and GVS. All of these tariffs remain in full force and effect on the date of this Agreement in accordance with their respective Subsidiaries terms, and there is no outstanding notice of cancellation or termination or, to knowledge of Stockholder, any threatened cancellation or termination in connection therewith, nor is GVN or GVS subject to any restrictions or conditions applicable to their regulatory tariffs that limit or would limit the operation of GVN and GVS (other than restrictions or conditions generally applicable to tariffs of that type). To the extent required by Law, each such tariff has made all material filings which are required to be filed been duly and validly approved by itthe FCC, paid all material franchiseState PUC, license or other fees Governmental Entity having jurisdiction thereof. None of GVN and charges related GVS is in material default under the terms and conditions of any such tariff and to the Licenses knowledge of Stockholder, there is no fact that reasonably could be expected to lead to a claim of default by GVN or which have become due pursuant GVS in any material respect under any such tariff. Except as set forth in Schedule 3.6(f)(i) of the Disclosure Schedule, as of the date hereof, to any authorizationthe knowledge of Stockholder, consent, approval there are no applications by GVN or license ofGVS or petitions by others (other than end-user complaints), or registration proceedings pending or filing withthreatened before the FCC, any the State PUC or other Governmental Authority in respect Entities relating to GVN or GVS that reasonably could be expected to have a Material Adverse Effect on GVN or GVS. To the knowledge of its business and has made appropriate provision as is required Stockholder, there are no material violations by GAAP for subscribers or others under any such fees tariff. A true and charges which have accruedcorrect copy of each tariff applicable to the telecommunications business has been delivered to the Buyer.

Communications Regulatory Matters. (aA) As of the Closing Date, Schedule 5.19 5.13(A) sets forth a true and complete list of the following information for each License issued to each Loan Party or utilized by the Loan Parties or their respective its Subsidiaries: the name of the licensee, the type of service, the expiration date and the geographic area covered by such License. Other than as set forth in Schedule 5.19, each License is held by a Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party whose Equity Interests are subject to a Prior Security Interest in favor of the Administrative Agent, on behalf of itself and the other Secured Parties, pursuant to the Security Agreement. (bB) The Licenses are valid and in full force and effect without conditions, conditions except for such conditions as are generally applicable to holders of such Licenses. Each Loan Party or Subsidiary of a Loan Party has all requisite power and authority required under the Communications Act and PUC Laws to hold the Licenses and to own and operate the Communications Systems. The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Systems in the same manner as it is presently conducted. No event has occurred and is continuing which could reasonably be expected to (i) result in the suspension, imposition of a forfeiture or the revocation, termination or termination adverse modification of any such License or (ii) materially and adversely affect any rights of the any Loan Parties Party or their respective its Subsidiaries or any other holder thereunder. Neither the Each Loan Parties nor any of their Subsidiaries have actual Party has no reason to believe and has no knowledge that any License will not be renewed in the ordinary course. Neither the any Loan Parties Party nor any of their respective its Subsidiaries are is a party to any investigation, notice of apparent liability, notice of violation, order or complaint issued by or before the FCC, PUC or any applicable Governmental Authority with respect to a License, and there are no proceedings pending by or before the FCC, PUC FCC which could in any manner threaten or any applicable Governmental Authority which would reasonably be expected to adversely affect the validity of any License. (cC) All of the material properties, equipment and systems owned, leased or managed by the any Loan Parties Party or their respective its Subsidiaries are, and (to the best knowledge of the such Loan Parties and their SubsidiariesParty) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the Licenses and all standards or rules imposed by any Governmental Authority or as imposed under any agreements with telecommunications telephone companies and customers.. Amended and Restated Credit Agreement/D&E Communications, Inc. (dD) Each Loan Party and each of the Loan Parties and their respective its 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 authorizationGovernmental Approval, consentincluding the Licenses, approval or license of, or registration or filing with, any Governmental Authority in respect of its business and has made appropriate provision as is to the extent required by GAAP for any such fees and charges which have accrued.

Communications Regulatory Matters. (ai) As Each Network Agreement has been duly executed and 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 Closing DateBorrowers, Schedule 5.19 any of the other parties thereto, is in default of any of the provisions thereof in any material respect. (ii) SCHEDULE 5.1(V) hereto sets forth forth, as of the date hereof, a true and complete list of the following information for each Communications License or PUC Authorization issued to ACC or utilized by the Loan Parties or their respective any its Subsidiaries: (A) for all Communications Licenses, the name of the licensee, the type of service, service and the expiration date dates; and (B) for each PUC Authorization, the geographic area covered by such License. Other than as set forth in Schedule 5.19PUC Authorization, each License is held by a Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party whose Equity Interests are subject to a Prior Security Interest in favor of the Administrative Agent, on behalf of itself services that may be provided thereunder and the other Secured Partiesexpiration date, pursuant to the Security Agreementif any. (biii) The Communications Licenses and PUC Authorizations specified on SCHEDULE 5.1(V) hereto are valid and in full force and effect without conditions, conditions except for such conditions as are generally applicable to holders of such Licenses. Each Loan Party or Subsidiary of a Loan Party has all requisite power and authority required under the Communications Act Licenses and PUC Laws to hold the Licenses and to own and operate the Communications Systems. The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Systems in the same manner as it is presently conductedAuthorizations. No event has occurred and is continuing which could reasonably be expected to (iA) result in the suspension, imposition of a material forfeiture or the revocation, termination or termination adverse modification of any such Communications License or PUC Authorization or (iiB) materially and adversely affect any rights of the Loan Parties ACC or their respective any of its Subsidiaries thereunder. Neither the Loan Parties nor any of their Subsidiaries have actual ACC has no reason to believe and has no knowledge that any License Communications Licenses and PUC Authorizations will not be renewed in the ordinary course. Neither the Loan Parties nor any of their respective Subsidiaries are a party to any investigation, notice of apparent liability, notice of violation, order or complaint issued by or before the FCC, PUC or any applicable Governmental Authority with respect to a License, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority which would reasonably be expected to adversely affect the validity of any License. (civ) All of the material properties, equipment and systems owned, leased or managed by the Loan Parties or their respective ACC and its Subsidiaries are, and (to the best knowledge of the Loan Parties and their SubsidiariesACC) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in compliance with all terms and conditions of the Communications Licenses and PUC Authorizations and all standards or rules imposed by any Governmental Authority or as imposed under any agreements with telecommunications telephone companies and customers. (dv) Each ACC and each of the Loan Parties and their respective its Subsidiaries has made all material filings which are required to be filed by it, have paid all material franchise, license or other fees and charges related to the Licenses or which have become due pursuant to any authorization, consent, approval or license of, or registration or filing with, any Governmental Authority Approval in respect of its business and has made appropriate provision as is required by GAAP for any such fees and charges which have accrued.

Communications Regulatory Matters. (ai) As Schedule 5.1(w) hereto sets forth, as of the Closing Datedate hereof, Schedule 5.19 sets forth a true and complete list of the following information for each Communications License issued to any Credit Party or utilized by the Loan Parties or their respective any its Subsidiaries: (A) for all Communications Licenses, the name of the licensee, the type of service, service and the expiration date dates; and (B) for each PUC Authorization only, the geographic area covered by such License. Other than as set forth in Schedule 5.19PUC Authorization, each License is held by a Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party whose Equity Interests are subject to a Prior Security Interest in favor of the Administrative Agent, on behalf of itself services that may be provided thereunder and the other Secured Partiesexpiration date, pursuant to the Security Agreementif any. (bii) Neither any Credit Party nor any Subsidiary thereof is in material violation of any Communications Law applicable thereto. The Communications Licenses specified on Schedule 5.1(w) hereto are valid and in full force and effect without conditions, conditions except for such conditions as are generally applicable to holders of such Licenses. Each Loan Party or Subsidiary of a Loan Party has all requisite power and authority required under the Communications Act and PUC Laws to hold the Licenses and to own and operate the Communications Systems. The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Systems in the same manner except as it is presently conductedset forth on such Schedule. No event has occurred and is continuing which could reasonably be expected to (iA) result in the suspension, imposition of a material forfeiture or the revocation, termination or termination adverse modification of any such Communications License or (iiB) materially and adversely affect any rights of the Loan Parties any Credit Party or their respective any of its Subsidiaries thereunder. Neither the Loan Parties nor No Credit Party has any of their Subsidiaries have actual reason to believe and has no knowledge that any License the Communications Licenses of such Credit Party or its Subsidiaries will not be renewed approved or renewed, as applicable, in the ordinary course. Neither the Loan Parties nor any of their respective Subsidiaries are a party to any investigation, notice of apparent liability, notice of violation, order or complaint issued by or before the FCC, PUC or any applicable Governmental Authority with respect to a License, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority which would reasonably be expected to adversely affect the validity of any License. (ciii) All of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the Loan Parties any Credit Party or their respective any of its Subsidiaries are, and (to the best knowledge of the Loan Parties and their Subsidiaries) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, are in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in compliance with all material terms and conditions of the Communications Licenses and all material standards or rules imposed by applicable Communications Law and any Governmental Authority or as imposed under any agreements with telecommunications telephone companies and customers. (div) Each Credit Party and each of the Loan Parties and their respective its Subsidiaries has made all material filings which are required to be filed by it, have paid all material franchise, license or other fees and charges related to the Licenses or which have become due pursuant to any authorization, consent, approval or license of, or registration or filing with, any Governmental Authority Approval in respect of its their business and has have made appropriate provision as is required by GAAP for any such fees and charges which have accrued. (v) To the best of Credit Parties' knowledge, each PCS License required to operate the Network has been obtained by and duly issued to SprintCom, Inc. and/or its Affiliates by the FCC or other relevant Governmental Authority is in full force and effect and there are no grounds for any revocation, early termination or suspension of, or similar action with respect to, any PCS License.

Communications Regulatory Matters. (aA) As of the Closing Date, Schedule 5.19 5.13(A) sets forth a true and complete list of the following information for each License issued to each Loan Party or utilized by the Loan Parties or their respective its Subsidiaries: the name of the licensee, the type of service, the expiration date and the geographic area covered by such License. Other than as set forth in Schedule 5.19, each License is held by a Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party whose Equity Interests are subject to a Prior Security Interest in favor of the Administrative Agent, on behalf of itself and the other Secured Parties, pursuant to the Security Agreement. (bB) The Licenses are valid and in full force and effect without conditions, conditions except for such conditions as are generally applicable to holders of such Licenses. Each Loan Party or Subsidiary of a Loan Party has all requisite power and authority required under the Communications Act and PUC Laws to hold the Licenses and to own and operate the Communications Systems. The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Systems in the same manner as it is presently conducted. No event has occurred and is continuing which could reasonably be expected to (i) result in the suspension, imposition of a forfeiture or the revocation, termination or termination adverse modification of any such License or (ii) materially and adversely affect any rights of the any Loan Parties Party or their respective its Subsidiaries or any other holder thereunder. Neither the Each Loan Parties nor any of their Subsidiaries have actual Party has no reason to believe and has no knowledge that any License will not be renewed in the ordinary course. Neither the any Loan Parties Party nor any of their respective its Subsidiaries are is a party to any investigation, notice of apparent liability, notice of violation, order or complaint issued by or before the FCC, PUC FCC or any applicable Governmental Authority with respect to a LicensePUC, and there are no proceedings pending by or before the FCC, FCC or PUC which could in any manner threaten or any applicable Governmental Authority which would reasonably be expected to adversely affect the validity of any License. (cC) All of the material properties, equipment and systems owned, leased or managed by the any Loan Parties Party or their respective its Subsidiaries are, and (to the best knowledge of the such Loan Parties and their SubsidiariesParty) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the Licenses and all standards or rules imposed by any Governmental Authority or as imposed under any agreements with telecommunications telephone companies and customers. (dD) Each Loan Party and each of the Loan Parties and their respective its 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 authorizationGovernmental Approval, consentincluding the Licenses, approval or license of, or registration or filing with, any Governmental Authority in respect of its business and has made appropriate provision as is to the extent required by GAAP for any such fees and charges which have accrued.. Third Amended and Restated Credit Agreement/D&E Communications, Inc.

Communications Regulatory Matters. (aA) As of the Closing Date, Schedule 5.19 5.13(A) sets forth a true and complete list of the following information for each License issued to Borrower or utilized by the Loan Parties or their respective any of its Restricted Subsidiaries: the name of the licensee, the type of service, the expiration date and the geographic area covered by such License. Other than as set forth in Schedule 5.19, each License is held by a Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party whose Equity Interests are subject to a Prior Security Interest in favor of the Administrative Agent, on behalf of itself and the other Secured Parties, pursuant to the Security Agreement. (bB) The Licenses are valid and in full force and effect without conditions, conditions except for such conditions as are generally applicable to holders of such Licenses. Each Loan Party or Subsidiary of a Loan Party has all requisite power and authority required under the Communications Act and PUC Laws to hold the Licenses and to own and operate the Communications Systems. The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Systems in the same manner as it is presently conducted. No event has occurred and is continuing which could reasonably be expected to (i) result in the suspension, imposition of a material forfeiture or the revocation, termination or termination adverse modification of any such License or (ii) materially and adversely affect any rights of the Loan Parties Borrower or their respective any of its Restricted Subsidiaries thereunder. Neither the Loan Parties nor any of their Subsidiaries have actual Borrower has no reason to believe and has no knowledge that any License 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 the Loan Parties Borrower nor any of their respective its Restricted Subsidiaries are is a party to any investigation, notice of apparent liability, notice of violation, order or complaint issued by or before the FCC, PUC or any applicable Governmental Authority with respect to a License, and there are no proceedings pending by or before the FCC, PUC FCC which could in any manner threaten or any applicable Governmental Authority which would reasonably be expected to adversely affect the validity of any License. (cC) All of the material properties, equipment and systems owned, leased or managed by the Loan Parties or their respective Borrower and its Restricted Subsidiaries are, and (to the best knowledge of the Loan Parties and their SubsidiariesBorrower) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in compliance with all terms Credit Agreement/US Unwired Inc. and conditions of the Licenses and all standards or rules imposed by any Governmental Authority or as imposed under any agreements with telecommunications telephone companies and customers. (dD) Each of the Loan Parties Borrower and their respective its Restricted Subsidiaries has made all material filings which are required to be filed by it, paid all material franchise, license or other fees and charges related to the Licenses or which have become due pursuant to any authorization, consent, approval or license of, or registration or filing with, any Governmental Authority Approval in respect of its business and has made appropriate provision as is required by GAAP for any such fees and charges which have accrued.

Communications Regulatory Matters. (ai) As Each Network Agreement has been duly executed and delivered by the respective parties thereto, is in full force and effect and no Borrower, any Subsidiary thereof nor, to the best knowledge of the Borrowers, any of the other parties thereto, is in default of any of the material provisions thereof. (ii) Schedule 6.1(w) hereto sets forth, as of the Closing Date, Schedule 5.19 sets forth a true and complete list of the following information for each Communications License or PUC Authorization issued to any Borrower or utilized by the Loan Parties or their respective Subsidiariesany Subsidiary thereof: (A) for all Communications Licenses, the name of the licensee, the type of service, service and the expiration date dates; and (B) for each PUC Authorization, the geographic area covered by such License. Other than as set forth in Schedule 5.19PUC Authorization, each License is held by a Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party whose Equity Interests are subject to a Prior Security Interest in favor of the Administrative Agent, on behalf of itself services that may be provided thereunder and the other Secured Partiesexpiration date, pursuant to the Security Agreementif any. (biii) The No Borrower nor any Subsidiary thereof is in material violation of any Communications Law applicable thereto. As of the Closing Date, the Communications Licenses and PUC Authorizations specified on Schedule 6.1(w) hereto are valid and in full force and effect without conditions, conditions except for such conditions as are generally applicable to holders of such Licenses. Each Loan Party or Subsidiary of a Loan Party has all requisite power and authority required under the Communications Act Licenses and PUC Laws to hold the Licenses and to own and operate the Communications Systems. The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Systems in the same manner as it is presently conductedAuthorizations. No event has occurred and is continuing which could reasonably be expected to (iA) result in the suspension, imposition of a material forfeiture or the revocation, termination or termination adverse modification of any such Communications License or PUC Authorization or (iiB) materially and adversely affect any rights of the Loan Parties any Borrower or their respective Subsidiaries thereunderany Subsidiary thereof. Neither the Loan Parties nor any of their Subsidiaries The Borrowers have actual no reason to believe and have no knowledge that any License Communications Licenses and PUC Authorizations will not be renewed in the ordinary course. Neither the Loan Parties nor any of their respective Subsidiaries are a party to any investigation, notice of apparent liability, notice of violation, order or complaint issued by or before the FCC, PUC or any applicable Governmental Authority with respect to a License, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority which would reasonably be expected to adversely affect the validity of any License. (civ) All of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the Loan Parties or their respective Subsidiaries any Borrower and any Subsidiary thereof are, and (to the best knowledge of the Loan Parties and their Subsidiaries) Borrowers, all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in compliance with all material terms and conditions of the Communications Licenses and PUC Authorizations and all material standards or rules imposed by applicable Communications Law and any Governmental Authority or as imposed under any agreements with telecommunications telephone companies and customers. (dv) Each of the Loan Parties Borrower and their respective Subsidiaries has made all material filings which are required to be filed by it, each Subsidiary thereof have paid all material franchise, license or other fees and charges related to the Licenses or which have become due pursuant to any authorization, consent, approval or license of, or registration or filing with, any Governmental Authority Approval in respect of its their business (or are contesting the same in good faith after establishing appropriate reserves required by GAAP) and has have made appropriate provision as is required by GAAP for any such fees and charges which have accrued.

Communications Regulatory Matters. (aA) As of the Closing Date, Schedule 5.19 5.13(A) sets forth a true and complete list of the following information for each License issued to or utilized used by the Loan Parties Borrower or their respective its Subsidiaries: the name of the licensee, ; the type of service, ; the expiration date date; and the geographic area covered by such License. Other than as set forth in Schedule 5.19, each License is held by a Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party whose Equity Interests are subject to a Prior Security Interest in favor of the Administrative Agent, on behalf of itself and the other Secured Parties, pursuant to the Security Agreement. (bB) The Licenses are valid and in full force and effect without conditions, conditions except for such conditions as are generally applicable to holders of such Licenses. Each Loan Party or Subsidiary of a Loan Party has all requisite power and authority required under the Communications Act and PUC Laws to hold the Licenses and to own and operate the Communications Systems. The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Systems in the same manner as it is presently conducted. No event has occurred and is continuing which could reasonably be expected to (i) result in the suspension, imposition of a material forfeiture or the revocation, termination or termination adverse modification of any such License or (ii) materially and adversely affect any rights of the Loan Parties Borrower or their respective its Subsidiaries or any other holder thereunder. Neither the Loan Parties nor any of their Subsidiaries have actual Borrower has no reason to believe and has no knowledge that any License will not be renewed in the ordinary course. Neither the Loan Parties Borrower nor any of their respective Subsidiaries are its Subsidiaries, nor, to Borrower’s knowledge, the XxXxxx Entities, is a party to any investigation, notice of apparent liability, notice of violation, order or complaint issued by or before the FCC, PUC FCC or any applicable Governmental Authority with respect to a LicensePUC, and there are no proceedings pending by or before the FCC, PUC FCC or any applicable Governmental Authority PUC which would reasonably be expected to could in any manner threaten or adversely affect the validity of any LicenseLicense or the right of the XxXxxx Entities to transfer such Licenses. (cC) All of the material properties, equipment and systems owned, leased or managed by the Loan Parties Borrower or their respective its Subsidiaries are, and (to the best knowledge of the Loan Parties and their SubsidiariesBorrower) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in compliance with all terms and conditions of the Licenses and all standards or rules imposed by any Governmental Authority or as imposed under any agreements with telecommunications telephone companies and customers. (dD) Each of the Loan Parties Borrower and their respective its Subsidiaries has made all material filings which are required to be filed by it, paid all material franchise, license or other fees and charges related to the Licenses or which have become due pursuant to any authorization, consent, approval or license of, or registration or filing with, any Governmental Authority Approval in respect of its business and has made appropriate provision as is required by GAAP for any such fees and charges which have accrued.

Communications Regulatory Matters. (aA) As of the Closing Date, Schedule 5.19 5.13(A) sets forth a true and complete list of the ---------------- following information for each License issued to or utilized managed by the Loan Parties or their respective SubsidiariesBorrower: the name of the licensee, the type of service, the expiration date and the geographic area covered by such License. Other than as set forth in Schedule 5.19, each License is held by a Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party whose Equity Interests are subject to a Prior Security Interest in favor of the Administrative Agent, on behalf of itself and the other Secured Parties, pursuant to the Security Agreement. (bB) The Licenses are valid and in full force and effect without conditions, conditions except for such conditions as are generally applicable to holders of such Licenses. Each Loan Party or Subsidiary of a Loan Party has all requisite power and authority required under the Communications Act and PUC Laws to hold the Licenses and to own and operate the Communications Systems. The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Systems in the same manner as it is presently conducted. No event has occurred and is continuing which could reasonably be expected to (i) result in the suspension, imposition of a material forfeiture or the revocation, termination or termination adverse modification of any such License or (ii) materially and adversely affect any rights of the Loan Parties or their respective Subsidiaries Borrower thereunder. Neither the Loan Parties nor any of their Subsidiaries have actual Borrower has no reason to believe and has no knowledge that any License Licenses will not be renewed in the ordinary course. Neither the Loan Parties nor any of their respective Subsidiaries are Borrower is not a party to any investigation, notice of apparent liability, notice of violation, order or complaint issued by or before the FCC, PUC or any applicable Governmental Authority with respect to a License, and there are no proceedings pending by or before the FCC, PUC FCC which could in any manner threaten or any applicable Governmental Authority which would reasonably be expected to adversely affect the validity of any License. (cC) All of the material properties, equipment and systems owned, leased or managed by the Loan Parties or their respective Subsidiaries Borrower are, and (to the best knowledge of the Loan Parties and their SubsidiariesBorrower) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in compliance with all terms and conditions of the Licenses and all standards or rules imposed by any Governmental Authority or as imposed under any agreements with telecommunications telephone companies and customers. (dD) Each of the Loan Parties and their respective Subsidiaries Borrower has made all material filings which are required to be filed by it, paid all material franchise, license or other fees and charges related to the Licenses or which have become due pursuant to any authorization, consent, approval or license of, or registration or filing with, any Governmental Authority Approval in respect of its business and has made appropriate provision as is required by GAAP for any such fees and charges which have accrued.

Communications Regulatory Matters. (ai) As Each Network Agreement has been duly executed and delivered by the respective parties thereto, is in full force and effect and neither the Company, any Subsidiary thereof nor, to the best knowledge of the Closing DateCompany, any of the other parties thereto, is in default of any of the provisions thereof in any material respect. (ii) Schedule 5.19 7.1(w) hereto sets forth forth, as of the date hereof, a true --------------- and complete list of the following information for each Communications License issued to the Company or utilized by the Loan Parties or their respective any its Subsidiaries: (A) for all Communications Licenses, the name of the licensee, the type of service, service and the expiration date dates; and (B) for each PUC Authorization only, the geographic area covered by such License. Other than as set forth in Schedule 5.19PUC Authorization, each License is held by a Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party whose Equity Interests are subject to a Prior Security Interest in favor of the Administrative Agent, on behalf of itself services that may be provided thereunder and the other Secured Partiesexpiration date, pursuant to the Security Agreementif any. (biii) Neither the Company nor any Subsidiary is in material violation of any Communications Law applicable thereto that could reasonably be expected to have a Material Adverse Effect. The Communications Licenses specified on Schedule 7.1(w) hereto are valid and in full force and effect without conditions, conditions --------------- except for such conditions as are generally applicable to holders of such Licenses. Each Loan Party or Subsidiary of a Loan Party has all requisite power and authority required under the Communications Act and PUC Laws to hold the Licenses and to own and operate the Communications Systems. The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Systems in the same manner except as it is presently conductedset forth on such Schedule. No event has occurred and is continuing which could reasonably be expected to (iA) result in the suspension, imposition of a material forfeiture or the revocation, termination or termination adverse modification of any such Communications License or (iiB) materially and adversely affect any rights of the Loan Parties Company or their respective any of its Subsidiaries thereunder. Neither the Loan Parties nor any of their Subsidiaries have actual The Company has no reason to believe and has no knowledge that any License Communications Licenses will not be renewed approved or renewed, as applicable, in the ordinary course. Neither the Loan Parties nor any of their respective Subsidiaries are a party to any investigation, notice of apparent liability, notice of violation, order or complaint issued by or before the FCC, PUC or any applicable Governmental Authority with respect to a License, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority which would reasonably be expected to adversely affect the validity of any License. (civ) All of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the Loan Parties or their respective Company and its Subsidiaries are, and (to the best knowledge of the Loan Parties and their SubsidiariesCompany) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the Communications Licenses and all material standards or rules imposed by applicable Communications Law and any Governmental Authority or as imposed under any agreements with telecommunications telephone companies and customers. (dv) Each The Company and each of the Loan Parties and their respective its Subsidiaries has made all material filings which are required to be filed by it, have paid all material franchise, license or other fees and charges related to the Licenses or which have become due pursuant to any authorization, consent, approval or license of, or registration or filing with, any Governmental Authority Approval in respect of its their business and has have made appropriate provision as is required by GAAP for any such fees and charges which have accrued.

Communications Regulatory Matters. (a) As Schedule 3.16 hereto sets forth, as of the Closing Effective Date, Schedule 5.19 sets forth a true and complete list of the following information for each Communications License issued to or utilized by the Loan Parties or their respective Subsidiariesany Credit Party: (i) for all Communications Licenses, the name of the licensee, the type of service, service and the expiration date dates; and (ii) for each PUC Authorization, the geographic area covered by such License. Other than as set forth in Schedule 5.19PUC Authorization, each License is held by a Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party whose Equity Interests are subject to a Prior Security Interest in favor of the Administrative Agent, on behalf of itself services that may be provided thereunder and the other Secured Partiesexpiration date, pursuant to the Security Agreementif any. (b) No Credit Party is in violation of any Communications Law applicable thereto, except to the extent that violations, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Communications Licenses specified on Schedule 3.16 hereto are valid and in full force and effect without conditions, conditions except for such conditions as are generally applicable to holders of such Licenses. Each Loan Party or Subsidiary of a Loan Party has all requisite power and authority required under the Communications Act and PUC Laws to hold the Licenses and to own and operate the Communications Systems. The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Systems in the same manner except as it is presently conductedset forth on such Schedule. No event has occurred and is continuing in respect of such Communications Licenses which could reasonably be expected to (i) result in the suspension, revocation, or termination of any such License or (ii) materially a Material Adverse Effect. The Company has no reason to believe and adversely affect any rights of the Loan Parties or their respective Subsidiaries thereunder. Neither the Loan Parties nor any of their Subsidiaries have actual has no knowledge that any License Communications Licenses will not be renewed approved or renewed, as applicable, in the ordinary course. Neither the Loan Parties nor any of their respective Subsidiaries are a party to any investigation, notice of apparent liability, notice of violation, order or complaint issued by or before the FCC, PUC or any applicable Governmental Authority with respect to a License, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority which would reasonably be expected to adversely affect the validity of any License. (c) All of the Network Facilities and other material properties, equipment and systems owned, owned or leased or managed by the Loan Parties or their respective Subsidiaries any Credit Party are, and (to the best knowledge of the Loan Parties and their SubsidiariesBorrower) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in compliance with all terms and conditions of the Communications Licenses and all standards or rules imposed by applicable Communications Law and any Governmental Authority or as imposed under any agreements with telecommunications telephone companies and customers, except to the extent that failures to be in such condition or compliance, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (d) Each of the Loan Parties and their respective Subsidiaries Credit Party has made all material filings which are required to be filed by it, paid all material franchise, license or other fees and charges related to the Licenses or which have become due pursuant to any authorization, consent, approval or license of, or registration or filing with, any Governmental Authority Approval in respect of its their business and has have made appropriate provision as is required by GAAP for any such fees and charges which have accrued.by

Communications Regulatory Matters. (a) As Except as set forth in Schedule 3.13(a)(i), each of the Companies or their respective Subsidiaries has all permits, licenses, variances, exemptions, waivers, orders, approvals, concessions, registrations and other authorizations issued or provided by each Governmental Entity that regulates telecommunications in each applicable jurisdiction (together with any renewals, extensions, or modifications thereof and any additions thereto made as of the Closing Date, “Communications Licenses”), including (i) the FCC; (ii) the State PUCs, as applicable (together with any renewals, extensions, or modifications thereof and any additions thereto made as of the Closing Date, the “State Licenses”); and (iii) all permits, licenses, franchises, approvals, rights-of-way or other authorizations issued or provided by the appropriate municipal governmental entities (together with any renewals, extensions, or modifications thereof and any additions thereto made as of the Closing Date, the “Local Authorizations” together with the Communications, Licenses and the State Licenses the “Regulatory Permits”); in each case that are required for the conduct of the Business and to the extent that any failure to hold such Regulatory Permits would not have a Material Adverse Effect. Schedule 5.19 3.13(a)(ii) sets forth a true true, correct and complete list of the following information for each License issued to or utilized by the Loan Parties or their respective Subsidiaries: the name all of the licensee, the type of service, Communications Licenses and correctly specifies the expiration date and of each Communications License in effect as of the geographic area covered by such LicenseAgreement Date. Other than No Company is required to obtain or hold in its own name any Communication Licenses in order for its Subsidiaries to conduct business as presently conducted. (b) Except as set forth in Schedule 5.193.13(b), each License is held by a Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party whose Equity Interests are subject to a Prior Security Interest in favor of the Administrative AgentCommunications Licenses was duly issued, on behalf of itself and the other Secured Parties, pursuant to the Security Agreement. (b) The Licenses are is valid and in full force and effect without conditionseffect, except for has not been suspended, canceled, revoked or modified in any materially adverse manner and is not subject to conditions or requirements that are not generally imposed on such conditions authorizations. (c) Except as are generally applicable to holders of such Licenses. Each Loan Party or Subsidiary set forth in Schedule 3.13(c), (i) each holder of a Loan Party Communications License is in material compliance with, and the conduct of its business has all requisite power been and authority required under is in material compliance with, the terms of the Communications Act and PUC Laws to hold the Licenses and to own and operate Licenses, the Communications Systems. The Licenses constitute Act, and any applicable Communications Laws; (ii) each such holder has timely filed all material registrations and reports that were due to be filed in the three years prior to the execution of this Agreement, including any renewal applications, required by the Communications Act, or any other applicable Communications Laws, and all such registrations and reports were true and correct in all material respects respects; and (iii) each such holder has paid all amounts owed to the FCC, any State PUC or any municipal Governmental Entity in connection with the grant and maintenance of the Licenses necessary for the operation good standing of the Communications Systems Licenses and no further amounts are currently due to the FCC, any State PUC or any municipal Governmental Entity. Except as set forth in Schedule 3.13(c), (x) there is no pending or, to the same manner as it is presently conducted. No event has occurred and is continuing which could reasonably be expected to (i) result in the suspensionKnowledge of Seller, revocation, or termination of any such License or (ii) materially and adversely affect any rights of the Loan Parties or their respective Subsidiaries thereunder. Neither the Loan Parties nor any of their Subsidiaries have actual knowledge that any License will not be renewed in the ordinary course. Neither the Loan Parties nor any of their respective Subsidiaries are a party to any investigation, notice of apparent liability, notice of violation, order or complaint issued threatened action by or before the FCC, PUC any State PUC, or any applicable municipal Governmental Authority with respect Entity to a revoke, cancel, suspend, modify or refuse to renew any material Communications License, and (y) there are no proceedings pending is not now issued, outstanding or, to the Knowledge of Seller, threatened, any notice by or before the FCC, PUC any State PUC, or any applicable municipal Governmental Authority which would reasonably be expected to adversely Entity, any material violation or complaint, or any application, complaint, or proceeding (other than applications, proceedings, or complaints that generally affect the validity of any License. (c) All industry of the material properties, equipment applicable Company or any of its Subsidiaries as a whole) relating to the Business or operations of the applicable Company and systems owned, leased or managed by the Loan Parties or their respective Subsidiaries areits Subsidiaries, and (z) to the best knowledge Knowledge of the Loan Parties and their Subsidiaries) all such propertySeller, equipment and systems no Person has asserted in writing to a Governmental Entity that any material Communications License should be acquired modified or added revoked, or that any Company or Subsidiary is not in connection material compliance with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in compliance with all terms and conditions of the Licenses and all standards or rules imposed by any Governmental Authority or as imposed under any agreements with telecommunications companies and customersCommunications License. (d) Each Without limiting the foregoing, each Subsidiary (i) complies in all material respects with the requirements of the Loan Parties Communications Assistance for Law Enforcement Act (“CALEA”), 47 U.S.C. Sec. 1001 et seq. and the implementing rules of the FCC; (ii) is capable of providing enhanced 911 service in material compliance with 47 U.S.C. Sec.251(e)(3) and the implementing rules of the FCC and FCC policies thereunder; and (iii) currently is a party to and is in material compliance with any and all necessary pole sharing, conduit occupancy or similar agreements and is currently in material compliance with any and all Laws of the FCC, any State PUC, or any municipal Governmental Entity with regard to the placement and/or spacing of telephone lines. (e) The regulatory tariffs applicable to the Company and each Subsidiary stand in full force and effect in accordance with their respective terms, and there is no outstanding notice of suspension, cancellation or termination or, to the Knowledge of Seller, any threatened suspension, cancellation or termination in connection therewith. None of the Companies nor any Subsidiary is subject to any restrictions or conditions applicable to its regulatory tariffs that limit or would materially limit the operations of the Companies or the Subsidiaries has made all material filings which (other than restrictions or conditions generally applicable to tariffs of that type). To the extent that regulatory approvals are required to be filed under the Communications Laws, each such tariff has been duly and validly approved by itthe appropriate regulatory agency. None of the Companies nor any Subsidiary is in violation under the terms and conditions of any such tariff, paid all material franchise, license or other fees and charges related to the Licenses or which have become due pursuant to any authorization, consent, approval or license of, or registration or filing with, any Governmental Authority in respect of its business and has made appropriate provision as there is required by GAAP no basis for any claim of violation by any Company or Subsidiary under any such fees and charges which have accruedtariff.

Communications Regulatory Matters. (a) As Schedule 3.17 hereto sets forth, as of the Closing Datedate hereof, Schedule 5.19 sets forth a true and complete list of the following information for each Communications License issued to or utilized by the Loan Parties or their respective Subsidiariesany Choice One Company: (i) for all Communications Licenses, the name of the licensee, the type of service, service and the expiration date dates; and (ii) for each PUC Authorization, the geographic area covered by such License. Other than as set forth in Schedule 5.19PUC Authorization, each License is held by a Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party whose Equity Interests are subject to a Prior Security Interest in favor of the Administrative Agent, on behalf of itself services that may be provided thereunder and the other Secured Partiesexpiration date, pursuant to the Security Agreementif any. (b) No Choice One Company is in material violation of any Communications Law applicable thereto. The Communications Licenses specified on Schedule 3.17 hereto are valid and in full force and effect without conditions, conditions except for such conditions as are generally applicable to holders of such Licenses. Each Loan Party or Subsidiary of a Loan Party has all requisite power and authority required under the Communications Act and PUC Laws to hold the Licenses and to own and operate the Communications Systems. The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Systems in the same manner except as it is presently conductedset forth on such Schedule. No event has occurred and is continuing which could reasonably be expected to (i) result in the suspension, imposition of a material forfeiture or the revocation, termination or termination of any such License or (ii) materially and adversely affect any rights of the Loan Parties or their respective Subsidiaries Choice One Companies thereunder. Neither the Loan Parties nor any of their Subsidiaries have actual The Borrower has no reason to believe and has no knowledge that any License Communications Licenses will not be renewed approved or renewed, as applicable, in the ordinary course. Neither the Loan Parties nor any of their respective Subsidiaries are a party to any investigation, notice of apparent liability, notice of violation, order or complaint issued by or before the FCC, PUC or any applicable Governmental Authority with respect to a License, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority which would reasonably be expected to adversely affect the validity of any License. (c) All of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the Loan Parties or their respective Subsidiaries are, and (to the best knowledge of the Loan Parties and their Subsidiaries) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, Choice One Company are in good repair, working order and condition (reasonable wear and tear exceptedexpected) and are and will be in compliance with all terms and conditions of the Communications Licenses and all standards or rules imposed by applicable Communications Law and any Governmental Authority or as imposed under any agreements with telecommunications telephone companies and customers, except where the failure of any of the foregoing to be accurate could not reasonably be expected to have a Material Adverse Effect. (d) Each of the Loan Parties and their respective Subsidiaries has made all material filings which are required to be filed by it, The Choice One Companies have paid all material franchise, license or other fees and charges related to the Licenses or which have become due pursuant to any authorization, consent, approval or license of, or registration or filing with, any Governmental Authority Approval in respect of its their business and has have made appropriate provision as is required by GAAP for any such fees and charges which have accrued.

Communications Regulatory Matters. (aA) As of the Closing Date, Schedule 5.19 5.13(A) sets forth a true and complete list of the following information for each License issued to each Loan Party or utilized by the Loan Parties or their respective its Subsidiaries: the name of the licensee, the type of service, the expiration date and the geographic area covered by such License. Other than as set forth in Schedule 5.19, each License is held by a Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party whose Equity Interests are subject to a Prior Security Interest in favor of the Administrative Agent, on behalf of itself and the other Secured Parties, pursuant to the Security Agreement. (bB) The Licenses are valid and in full force and effect without conditions, conditions except for such conditions as are generally applicable to holders of such Licenses. Each Loan Party or Subsidiary of a Loan Party has all requisite power and authority required under the Communications Act and PUC Laws to hold the Licenses and to own and operate the Communications Systems. The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Systems in the same manner as it is presently conducted. No event has occurred and is continuing which could reasonably be expected to (i) result in the suspension, imposition of a forfeiture or the revocation, termination or termination adverse modification of any such License or (ii) materially and adversely affect any rights of the any Loan Parties Party or their respective its Subsidiaries or any other holder thereunder. Neither the Each Loan Parties nor any of their Subsidiaries have actual Party has no reason to believe and has no knowledge that any License will not be renewed in the ordinary course. Neither the any Loan Parties Party nor any of their respective its Subsidiaries are is a party to any investigation, notice of apparent liability, notice of violation, order or complaint issued by or before the FCC, PUC FCC or any applicable Governmental Authority with respect to a LicensePUC, and there are no proceedings pending by or before the FCC, FCC or PUC which could in any manner threaten or any applicable Governmental Authority which would reasonably be expected to adversely affect the validity of any License. (cC) All of the material properties, equipment and systems owned, leased or managed by the any Loan Parties Party or their respective its Subsidiaries are, and (to the best knowledge of the such Loan Parties and their SubsidiariesParty) all such property, equipment and systems to be acquired or added in connection with any contemplated Second Amended and Restated Credit Agreement/D&E Communications, Inc. system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the Licenses and all standards or rules imposed by any Governmental Authority or as imposed under any agreements with telecommunications telephone companies and customers. (dD) Each Loan Party and each of the Loan Parties and their respective its 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 authorizationGovernmental Approval, consentincluding the Licenses, approval or license of, or registration or filing with, any Governmental Authority in respect of its business and has made appropriate provision as is to the extent required by GAAP for any such fees and charges which have accrued.

Communications Regulatory Matters. (ai) As Each Network Agreement has been duly executed and delivered by the Company and its Subsidiaries party thereto, is in full force and effect and neither the Company, any Subsidiary thereof nor, to the best knowledge of the Closing DateCompany, any of the other parties thereto, is in default of any of the provisions thereof in any material respect except for any such default that could not reasonably be expected to have a Material Adverse Effect. (ii) Schedule 5.19 7.1(w) hereto sets forth forth, as of the date hereof, a true --------------- and complete list of the following information for each Communications License issued to the Company or utilized by the Loan Parties or their respective any its Subsidiaries: (A) for all Communications Licenses, the name of the licensee, the type of service, service and the expiration date dates; and (B) for each PUC Authorization only, the geographic area covered by such License. Other than as set forth in Schedule 5.19PUC Authorization, each License is held by a Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party whose Equity Interests are subject to a Prior Security Interest in favor of the Administrative Agent, on behalf of itself services that may be provided thereunder and the other Secured Partiesexpiration date, pursuant to the Security Agreementif any. (biii) Neither the Company nor any Subsidiary is in material violation of any Communications Law applicable thereto that could reasonably be expected to have a Material Adverse Effect. The Communications Licenses specified on Schedule 7.1(w) hereto are valid and in full force and effect without conditions, conditions --------------- except for such conditions as are generally applicable to holders of such Licenses. Each Loan Party or Subsidiary of a Loan Party has all requisite power and authority required under the Communications Act and PUC Laws to hold the Licenses and to own and operate the Communications Systems. The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Systems in the same manner except as it is presently conductedset forth on such Schedule. No event has occurred and is continuing which could reasonably be expected to (iA) result in the suspension, imposition of a material forfeiture or the revocation, termination or termination adverse modification of any such Communications License or (iiB) materially and adversely affect any rights of the Loan Parties Company or their respective any of its Subsidiaries thereunder. Neither the Loan Parties nor any of their Subsidiaries have actual The Company has no reason to believe and has no knowledge that any License Communications Licenses will not be renewed approved or renewed, as applicable, in the ordinary course. Neither the Loan Parties nor any of their respective Subsidiaries are a party to any investigation, notice of apparent liability, notice of violation, order or complaint issued by or before the FCC, PUC or any applicable Governmental Authority with respect to a License, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority which would reasonably be expected to adversely affect the validity of any License. (civ) All of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the Loan Parties or their respective Company and its Subsidiaries are, and (to the best knowledge of the Loan Parties and their SubsidiariesCompany) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the Communications Licenses and all material standards or rules imposed by applicable Communications Law and any Governmental Authority or as imposed under any agreements with telecommunications telephone companies and customers. (dv) Each The Company and each of the Loan Parties and their respective its Subsidiaries has made all material filings which are required to be filed by it, have paid all material franchise, license or other fees and charges related to the Licenses or which have become due pursuant to any authorization, consent, approval or license of, or registration or filing with, any Governmental Authority Approval in respect of its their business and has have made appropriate provision as is required by GAAP for any such fees and charges which have accrued.

Communications Regulatory Matters. (aA) As of the Closing Date, Schedule 5.19 5.13(A) sets forth a true and complete list of the following information for each License issued to each Borrower or utilized by the Loan Parties or their respective its material Subsidiaries: the name of the licensee, the type of service, the expiration date and the geographic area covered by such License. Other than as set forth in Schedule 5.19, each License is held by a Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party whose Equity Interests are subject to a Prior Security Interest in favor of the Administrative Agent, on behalf of itself and the other Secured Parties, pursuant to the Security Agreement. (bB) The Licenses are valid and in full force and effect without conditions, conditions except for such conditions as are generally applicable to holders of such Licenses. Each Loan Party or Subsidiary of a Loan Party has all requisite power and authority required under the Communications Act and PUC Laws to hold the Licenses and to own and operate the Communications Systems. The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Systems in the same manner as it is presently conducted. No event has occurred and is continuing which could reasonably be expected to (i) result in the suspension, imposition of a forfeiture or the revocation, termination or termination adverse modification of any such License or (ii) materially and adversely affect any rights of the Loan Parties any Borrower or their respective its Subsidiaries or any other holder thereunder, except, in each case, where such results could not reasonably be expected to have a Material Adverse Effect. Neither the Loan Parties nor No Borrower has any of their Subsidiaries have actual reason to believe and has no knowledge that any License will not be renewed in the ordinary course. Neither the Loan Parties No Borrower nor any of their respective its Subsidiaries are is a party to any investigation, notice of apparent liability, notice of violation, 27 38 Credit Agreement/CT Communications order or complaint issued by or before the FCC, PUC or any applicable Governmental Authority with respect to a License, and there are no proceedings pending by or before the FCC, PUC FCC which could in any manner threaten or any applicable Governmental Authority which would reasonably be expected to adversely affect the validity of any License. (cC) All of the material properties, equipment and systems owned, leased or managed by each Borrower or its Subsidiaries that are material to the Loan Parties or their respective Subsidiaries operations of CT on a consolidated basis are, and (to the best knowledge of the Loan Parties and their Subsidiariessuch Borrower) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the Licenses and all standards or rules imposed by any Governmental Authority or as imposed under any agreements with telecommunications telephone companies and customers. (dD) Each of the Loan Parties Borrower and their respective its Subsidiaries has made all material filings which are required to be filed by it, paid all material franchise, license or other fees and charges related to the Licenses or which have become due pursuant to any authorization, consent, approval or license of, or registration or filing with, any Governmental Authority Approval in respect of its business except where the failure to make such payments could not reasonably be expected to have a Material Adverse Effect and has made appropriate provision as is to the extent required by GAAP for any such fees and charges which have accrued.

Communications Regulatory Matters. (aA) As of the Closing Date, Schedule 5.19 5.13(A) sets forth a true and complete list of the following information for each License issued to Borrower or utilized by the Loan Parties or their respective its Subsidiaries: the name of the licensee, the type of service, the expiration date and the geographic area covered by such License. Other than as set forth in Schedule 5.19, each License is held by a Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party whose Equity Interests are subject to a Prior Security Interest in favor of the Administrative Agent, on behalf of itself and the other Secured Parties, pursuant to the Security Agreement. (bB) The Licenses are valid and in full force and effect without conditions, conditions except for such conditions as are generally applicable to holders of such Licenses. Each Loan Party or Subsidiary of a Loan Party has all requisite power and authority required under the Communications Act and PUC Laws to hold the Licenses and to own and operate the Communications Systems. The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Systems in the same manner as it is presently conducted. No event has occurred and is continuing which could reasonably be expected to (i) result in the suspension, imposition of a forfeiture or the revocation, termination or termination adverse modification of any such License or (ii) materially and adversely affect any rights of the Loan Parties Borrower or their respective its Subsidiaries or any other holder thereunder. Neither the Loan Parties nor any of their Subsidiaries have actual Borrower has no reason to believe and has no knowledge that any License will not be renewed in the ordinary course. Neither the Loan Parties Borrower nor any of their respective its Subsidiaries are is a party to any investigation, notice of apparent liability, notice of violation, order or complaint issued by or before the FCC, PUC or any applicable Governmental Authority with respect to a License, and there are no proceedings pending by or before the FCC, PUC FCC which could in any manner threaten or any applicable Governmental Authority which would reasonably be expected to adversely affect the validity of any License. (cC) All of the material properties, equipment and systems owned, leased or managed by the Loan Parties Borrower or their respective its Subsidiaries are, and (to the best knowledge of the Loan Parties and their SubsidiariesBorrower) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the Licenses and all standards or rules imposed by any Governmental Authority or as imposed under any agreements with telecommunications telephone companies and customers. (dD) Each of the Loan Parties Borrower and their respective its 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 authorizationGovernmental Approval, consentincluding the Licenses, approval or license of, or registration or filing with, any Governmental Authority in respect of its business and has made appropriate provision as is to the extent required by GAAP for any such fees and charges which have accrued.