Common use of Communications Regulatory Matters Clause in Contracts

Communications Regulatory Matters. (a) CenturyLink and each CenturyLink Subsidiary hold (i) all approvals, authorizations, certificates and licenses issued by the FCC or the state or local public service or public utility commissions or other similar state or local regulatory bodies (“State Regulators”) that are required for CenturyLink and each CenturyLink Subsidiary to conduct its business, as presently conducted, which approvals, authorizations, certificates and licenses are set forth in Section 3.17(a)(i) of the CenturyLink Disclosure Letter, and (ii) all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to CenturyLink or any CenturyLink Subsidiary by a Governmental Entity that are required for CenturyLink and each CenturyLink Subsidiary to conduct its business, as presently conducted (clauses (i) and (ii) collectively, the “CenturyLink Licenses”). (b) Each CenturyLink License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified, except where the failure to be in full force and effect, or the suspension, revocation, cancellation or modification of which has not had and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse Effect. No CenturyLink License is subject to (i) any conditions or requirements that have not been imposed generally upon licenses in the same service, unless such conditions or requirements have not had and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse Effect, or (ii) any pending regulatory proceeding or judicial review before a Governmental Entity, unless such pending regulatory proceeding or judicial review has not had and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse Effect. CenturyLink has no Knowledge of any event, condition or circumstance that would preclude any CenturyLink License from being renewed in the ordinary course (to the extent that such CenturyLink License is renewable by its terms), except where the failure to be renewed has not had and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse Effect. (c) The licensee of each CenturyLink License is in compliance with each CenturyLink License and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications required by the Communications Act or the rules, regulations, policies, instructions and orders of the FCC (the “FCC Rules”) or similar rules, regulations, policies, instructions and orders of State Regulators, and the payment of all regulatory fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions has not had, or would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse Effect. (d) CenturyLink or a CenturyLink Subsidiary owns 100% of the equity and controls 100% of the voting power and decision-making authority of each licensee of the CenturyLink Licenses.

Communications Regulatory Matters. (a) CenturyLink Cedar and each CenturyLink Cedar Subsidiary hold (i) all approvals, authorizations, certificates and licenses issued by the FCC or the state or local public service or public utility commissions or other similar state or local regulatory bodies (“State Regulators”) that are required for CenturyLink Cedar and each CenturyLink Cedar Subsidiary to conduct its business, as presently conducted, which approvals, authorizations, certificates and licenses are set forth in Section 3.17(a)(i) of the CenturyLink Cedar Disclosure Letter, and (ii) all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to CenturyLink Cedar or any CenturyLink Cedar Subsidiary by a Governmental Entity that are required for CenturyLink Cedar and each CenturyLink Cedar Subsidiary to conduct its business, as presently conducted (clauses (i) and (ii) collectively, the “CenturyLink Cedar Licenses”). (b) Each CenturyLink Cedar License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified, except where the failure to be in full force and effect, or the suspension, revocation, cancellation or modification of which has not had and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Cedar Material Adverse Effect. No CenturyLink Cedar License is subject to (i) any conditions or requirements that have not been imposed generally upon licenses in the same service, unless such conditions or requirements have not had and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Cedar Material Adverse Effect, or (ii) any pending regulatory proceeding or judicial review before a Governmental Entity, unless such pending regulatory proceeding or judicial review has not had and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Cedar Material Adverse Effect. CenturyLink Cedar has no Knowledge of any event, condition or circumstance that would preclude any CenturyLink Cedar License from being renewed in the ordinary course (to the extent that such CenturyLink Cedar License is renewable by its terms), except where the failure to be renewed has not had and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Cedar Material Adverse Effect. (c) The licensee of each CenturyLink Cedar License is in compliance with each CenturyLink Cedar License and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications required by the Communications Act or the rules, regulations, policies, instructions and orders of the FCC (the “FCC Rules”) or similar rules, regulations, policies, instructions and orders of State Regulators, and the payment of all regulatory fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions has not had, or would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Cedar Material Adverse Effect. (d) CenturyLink Cedar or a CenturyLink Cedar Subsidiary owns 100% of the equity and controls 100% of the voting power and decision-making authority of each licensee of the CenturyLink Cedar Licenses.

Communications Regulatory Matters. (a) CenturyLink Qwest and each CenturyLink Qwest Subsidiary hold (i) all approvals, authorizations, certificates and licenses issued by the FCC or the state or local public service or public utility commissions or other similar state or local regulatory bodies (“State Regulators”) Regulators that are required for CenturyLink Qwest and each CenturyLink Qwest Subsidiary to conduct its business, as presently conducted, which approvals, authorizations, certificates and licenses are set forth in Section 3.17(a)(i4.17(a) of the CenturyLink Qwest Disclosure Letter, and (ii) all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to CenturyLink Qwest or any CenturyLink Qwest Subsidiary by a Governmental Entity that are required for CenturyLink Qwest and each CenturyLink Qwest Subsidiary to conduct its business, as presently conducted (clauses clause (i) and (ii) collectively, the “CenturyLink Qwest Licenses”). (b) Each CenturyLink Qwest License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified, except where the failure to be in full force and effect, or the suspension, revocation, cancellation or modification of which has not had and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Qwest Material Adverse Effect. No CenturyLink Qwest License is subject to (i) any conditions or requirements that have not been imposed generally upon licenses in the same service, unless such conditions or requirements have not had and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Qwest Material Adverse Effect, or (ii) any pending regulatory proceeding or judicial review before a Governmental Entity, unless such pending regulatory proceeding or judicial review has not had and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Qwest Material Adverse Effect. CenturyLink Qwest has no Knowledge of any event, condition or circumstance that would preclude any CenturyLink Qwest License from being renewed in the ordinary course (to the extent that such CenturyLink Qwest License is renewable by its terms), except where the failure to be renewed has not had and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Qwest Material Adverse Effect. (c) The licensee of each CenturyLink Qwest License is in compliance with each CenturyLink Qwest License and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications required by the Communications Act or the rules, regulations, policies, instructions and orders of the FCC (the “FCC Rules”) Rules or similar rules, regulations, policies, instructions and orders of State Regulators, and the payment of all regulatory fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions has not had, or would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Qwest Material Adverse Effect. (d) CenturyLink Qwest or a CenturyLink Qwest Subsidiary owns 100% of the equity and controls 100% of the voting power and decision-making authority of each licensee of the CenturyLink Qwest Licenses.

Communications Regulatory Matters. (a) CenturyLink Schedule 2.20(a)(i) of the Final Disclosure Schedule sets forth a true and each CenturyLink Subsidiary hold (i) complete list of all approvals, authorizations, certificates and licenses Permits issued to the Company by the FCC or in connection with the state or local public service or public utility commissions or other similar state or local regulatory bodies (“State Regulators”) that are required for CenturyLink and each CenturyLink Subsidiary to conduct its business, as presently conducted, which approvals, authorizations, certificates and licenses are set forth in Section 3.17(a)(i) operation of the CenturyLink Disclosure Letter, and Business (ii) all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to CenturyLink or any CenturyLink Subsidiary by a Governmental Entity that are required for CenturyLink and each CenturyLink Subsidiary to conduct its business, as presently conducted (clauses (i) and (ii) collectively, the “CenturyLink FCC Licenses”), Schedule 2.20(a)(ii) of the Final Disclosure Schedule sets forth a true and complete list of all Permits issued to the Company by any State Regulator or Local Government Entity in connection with the operation of the Business, and Schedule 2.20(a)(iii) of the Final Disclosure Schedule sets forth a true and complete list of all Pole Attachment Agreements (such FCC Licenses, Permits, and Pole Attachment Agreements, collectively, the “Transferred Communications Licenses”). (b) Each CenturyLink Transferred Communications License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified, except where the failure to be in full force and effect, or the suspension, revocation, cancellation or modification of which has not had and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse Effect. No CenturyLink Transferred Communications License is subject to (i) any conditions or requirements that have not been imposed generally upon licenses in the same service, unless such conditions or requirements are set forth on the face of the applicable authorization or unless such conditions or requirements, individually or in the aggregate, have not had been and would not reasonably be expected to have, individually be material to the Company or in the aggregate, a CenturyLink Material Adverse EffectBusiness, or (ii) any pending regulatory proceeding Proceeding, or notice, inquiry or, to the knowledge of Seller Parties, investigation that, in each case, would reasonably be expected to lead to such a Proceeding, or judicial review before a Governmental Entity, unless such pending regulatory proceeding Proceeding or judicial review has not had and would not reasonably be expected to havenot, individually or in the aggregate, a CenturyLink Material Adverse Effect. CenturyLink has no Knowledge of any event, condition or circumstance that would preclude any CenturyLink License from being renewed in the ordinary course (to the extent that such CenturyLink License is renewable by its terms), except where the failure to be renewed has not had and would not reasonably be expected to havebe material to the Company or the Business. Subject to Required Approvals, no Transferred Communications License will be subject to suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the consummation of the Transactions, except for any such suspensions, modifications, revocations or non-renewals that, individually or in the aggregate, a CenturyLink Material Adverse Effectwould not reasonably be expected to be material to the Company or the Business. (c) The licensee of each CenturyLink License Company is in compliance with each CenturyLink Transferred Communications License and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications filings, notifications, payments and applications required by the FCC or Communications Act or the rules, regulations, policies, instructions and orders of the FCC (the “FCC Rules”) or similar rules, regulations, policies, instructions and orders of State RegulatorsRegulators or Local Government Entities, and the payment of all regulatory fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions has not had, or would not reasonably be expected to havenot, individually or in the aggregate, a CenturyLink Material Adverse Effectreasonably be expected to be material to the Company or the Business. (d) CenturyLink or a CenturyLink Subsidiary owns 100% of the equity and controls 100% of the voting power and decision-making authority of each licensee of the CenturyLink Licenses.

Communications Regulatory Matters. (a) CenturyLink Except as set forth on Schedule 4.9(a), the Company and each CenturyLink Subsidiary hold have all licenses, permits, certificates, franchises, consents, waivers, registrations or other regulatory authorizations from (i) all approvalsthe State PUCs (together with any renewals, authorizationsextensions, certificates or modifications thereof and licenses issued by any additions thereto made as of the Closing Date, the "State Licenses"); (ii) the FCC (together with any renewals, extensions or modifications thereof and any additions thereto made as of the state Closing Date, the "FCC Licenses"); (iii) the applicable foreign Governmental Entities having jurisdiction over the Company or local public service any of the Subsidiaries or, insofar as the Business is concerned, Seller (together with any renewals, extensions, or public utility commissions modifications thereof and any additions thereto made as of the Closing Date, the "Foreign Licenses"); and (iv) the appropriate municipal Governmental Entities (together with any renewals, extensions, or other similar state or local regulatory bodies (“State Regulators”modifications thereof and any additions thereto made as of the Closing Date, the "Local Authorizations") that are required for CenturyLink and each CenturyLink Subsidiary to the conduct its business, of the Business as presently conducted; except where the failure to hold such Communications Licenses would not reasonably be expected to, which approvalsindividually or in the aggregate, authorizationsresult in a Material Adverse Effect. The FCC Licenses, certificates Foreign Licenses, Local Authorizations and licenses the State Licenses are hereafter collectively referred to as the "Communications Licenses". All of the Communications Licenses other than the Local Authorizations are set forth in Section 3.17(a)(i) of the CenturyLink Disclosure Letter, and (ii) all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to CenturyLink or any CenturyLink Subsidiary by a Governmental Entity that are required for CenturyLink and each CenturyLink Subsidiary to conduct its business, as presently conducted (clauses (i) and (ii) collectively, the “CenturyLink Licenses”on Schedule 4.9(b). (b) Each CenturyLink License Other than Communications Licenses the loss of which would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, each of the Communications Licenses was duly issued, is valid and in full force and effect and effect, has not been suspended, revokedcanceled, canceled revoked or adversely modified, except where the failure modified in any materially adverse manner and is not subject to be in full force and effect, conditions or the suspension, revocation, cancellation or modification of which has requirements that are not had and generally imposed on such authorizations. (c) Except as would not reasonably be expected to haveto, individually or in the aggregate, result in a CenturyLink Material Adverse Effect. No CenturyLink License is subject to , (i) each holder of a Communications License has operated in compliance with all terms thereof; and (ii) each holder of a Communications License is in compliance with, and the conduct of its business has been and is in compliance with, the Communications Act and any conditions applicable state or requirements that have not been imposed generally upon licenses in local regulations, and each such holder has filed all registrations and reports and paid all required fees, including any renewal applications, required by the same serviceCommunications Act, unless such conditions any non U.S. laws or requirements have not had and regulations or any applicable state or local regulations. Except as would not reasonably be expected to haveto, individually or in the aggregate, result in a CenturyLink Material Adverse Effect, (x) there is no pending or, to the knowledge of Seller, threatened action by or before the FCC, any State PUC, any municipal Governmental Entity or any foreign Governmental Entity to revoke, cancel, suspend, modify or refuse to renew any of the Communications Licenses, and (iiy) except as set forth in Schedule 4.9(c)(ii), there is not now issued, outstanding or, to the knowledge of Seller, threatened, any pending regulatory proceeding notice by the FCC, any State PUC, any municipal Governmental Entity or judicial review before a any foreign Governmental Entity, unless such pending regulatory proceeding or judicial review has not had and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse Effect. CenturyLink has no Knowledge Entity of any eventviolation or complaint, condition or circumstance any application, complaint, or proceeding (other than applications, proceedings, or complaints that would preclude any CenturyLink License from being renewed in generally affect the ordinary course (Company's industry as a whole) relating to the extent that such CenturyLink License is renewable by its terms), except where the failure to be renewed has not had and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse EffectBusiness. (c) The licensee of each CenturyLink License is in compliance with each CenturyLink License and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications required by the Communications Act or the rules, regulations, policies, instructions and orders of the FCC (the “FCC Rules”) or similar rules, regulations, policies, instructions and orders of State Regulators, and the payment of all regulatory fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions has not had, or would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse Effect. (d) CenturyLink or a CenturyLink Subsidiary owns 100% of the equity and controls 100% of the voting power and decision-making authority of each licensee of the CenturyLink Licenses.

Communications Regulatory Matters. (a) CenturyLink Except as set forth on Schedule 4.9(a), the Company and each CenturyLink Subsidiary hold have all licenses, permits, certificates, franchises, consents, waivers, registrations or other regulatory authorizations from (i) all approvalsthe State PUCs (together with any renewals, authorizationsextensions, certificates or modifications thereof and licenses issued by any additions thereto made as of the Closing Date, the “State Licenses”); (ii) the FCC (together with any renewals, extensions or modifications thereof and any additions thereto made as of the state Closing Date, the “FCC Licenses”); (iii) the applicable foreign Governmental Entities having jurisdiction over the Company or local public service any of the Subsidiaries or, insofar as the Business is concerned, Seller (together with any renewals, extensions, or public utility commissions modifications thereof and any additions thereto made as of the Closing Date, the “Foreign Licenses”); and (iv) the appropriate municipal Governmental Entities (together with any renewals, extensions, or other similar state or local regulatory bodies (modifications thereof and any additions thereto made as of the Closing Date, the “State RegulatorsLocal Authorizations”) that are required for CenturyLink and each CenturyLink Subsidiary to the conduct its business, of the Business as presently conducted; except where the failure to hold such Communications Licenses would not reasonably be expected to, which approvalsindividually or in the aggregate, authorizationsresult in a Material Adverse Effect. The FCC Licenses, certificates Foreign Licenses, Local Authorizations and licenses the State Licenses are hereafter collectively referred to as the “Communications Licenses”. All of the Communications Licenses other than the Local Authorizations are set forth in Section 3.17(a)(i) of the CenturyLink Disclosure Letter, and (ii) all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to CenturyLink or any CenturyLink Subsidiary by a Governmental Entity that are required for CenturyLink and each CenturyLink Subsidiary to conduct its business, as presently conducted (clauses (i) and (ii) collectively, the “CenturyLink Licenses”on Schedule 4.9(b). (b) Each CenturyLink License Other than Communications Licenses the loss of which would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, each of the Communications Licenses was duly issued, is valid and in full force and effect and effect, has not been suspended, revokedcanceled, canceled revoked or adversely modified, except where the failure modified in any materially adverse manner and is not subject to be in full force and effect, conditions or the suspension, revocation, cancellation or modification of which has requirements that are not had and generally imposed on such authorizations. (c) Except as would not reasonably be expected to haveto, individually or in the aggregate, result in a CenturyLink Material Adverse Effect. No CenturyLink License is subject to , (i) each holder of a Communications License has operated in compliance with all terms thereof; and (ii) each holder of a Communications License is in compliance with, and the conduct of its business has been and is in compliance with, the Communications Act and any conditions applicable state or requirements that have not been imposed generally upon licenses in local regulations, and each such holder has filed all registrations and reports and paid all required fees, including any renewal applications, required by the same serviceCommunications Act, unless such conditions any non U.S. laws or requirements have not had and regulations or any applicable state or local regulations. Except as would not reasonably be expected to haveto, individually or in the aggregate, result in a CenturyLink Material Adverse Effect, (x) there is no pending or, to the knowledge of Seller, threatened action by or before the FCC, any State PUC, any municipal Governmental Entity or any foreign Governmental Entity to revoke, cancel, suspend, modify or refuse to renew any of the Communications Licenses, and (iiy) except as set forth in Schedule 4.9(c)(ii), there is not now issued, outstanding or, to the knowledge of Seller, threatened, any pending regulatory proceeding notice by the FCC, any State PUC, any municipal Governmental Entity or judicial review before a any foreign Governmental Entity, unless such pending regulatory proceeding or judicial review has not had and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse Effect. CenturyLink has no Knowledge Entity of any eventviolation or complaint, condition or circumstance any application, complaint, or proceeding (other than applications, proceedings, or complaints that would preclude any CenturyLink License from being renewed in generally affect the ordinary course (Company’s industry as a whole) relating to the extent that such CenturyLink License is renewable by its terms), except where the failure to be renewed has not had and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse EffectBusiness. (c) The licensee of each CenturyLink License is in compliance with each CenturyLink License and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications required by the Communications Act or the rules, regulations, policies, instructions and orders of the FCC (the “FCC Rules”) or similar rules, regulations, policies, instructions and orders of State Regulators, and the payment of all regulatory fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions has not had, or would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse Effect. (d) CenturyLink or a CenturyLink Subsidiary owns 100% of the equity and controls 100% of the voting power and decision-making authority of each licensee of the CenturyLink Licenses.

Communications Regulatory Matters. (aA) CenturyLink Schedule 5.13(A) sets forth a true and each CenturyLink Subsidiary hold (i) all approvals, authorizations, certificates and licenses issued by the FCC or the state or local public service or public utility commissions or other similar state or local regulatory bodies (“State Regulators”) that are required for CenturyLink and each CenturyLink Subsidiary to conduct its business, as presently conducted, which approvals, authorizations, certificates and licenses are set forth in Section 3.17(a)(i) complete list of the CenturyLink Disclosure Letter, following information for each Franchise and (ii) all other material regulatory permits, approvals, licenses License issued to or utilized by Borrower and other authorizations, including franchises, ordinances and other agreements granting access to public rights its Subsidiaries: the name of way, issued or granted to CenturyLink or any CenturyLink Subsidiary by a Governmental Entity that are required for CenturyLink and each CenturyLink Subsidiary to conduct its business, as presently conducted (clauses (i) and (ii) collectivelythe licensee, the “CenturyLink Licenses”)type of service, the expiration date and the geographic area covered by such License. (bB) Each CenturyLink License is Other than as set forth on Schedule 5.13(B), the Franchises and the Licenses are valid and in full force and effect without conditions except for such conditions as are generally applicable to holders of such Franchise and such Licenses. No event has not been suspended, revoked, canceled or adversely modified, except where the failure to be in full force occurred and effect, or the suspension, revocation, cancellation or modification of is continuing which has not had and would not could reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse Effect. No CenturyLink License is subject 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 have not had Franchise and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse Effect, such License or (ii) materially and adversely affect any pending regulatory proceeding rights of Borrower or judicial review before a Governmental Entity, unless such pending regulatory proceeding or judicial review has not had and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse Effectits Subsidiaries thereunder. CenturyLink Borrower has no Knowledge of reason to believe and has no knowledge that any event, condition Franchise or circumstance that would preclude any CenturyLink License from being will not be renewed in the ordinary course course. Neither Borrower nor any of its Subsidiaries is a party to any investigation, notice of violation, order or complaint issued by or before the FCC or any applicable Governmental Authority, and there are no proceedings pending by or before the FCC or any applicable Governmental Authority which could in any manner threaten or adversely affect the validity of any Franchise or any License. (C) All of the material properties, equipment and systems owned, leased or managed by Borrower and its Subsidiaries are, and (to the extent that best knowledge of Borrower) all such CenturyLink License is renewable by its terms)property, except where the failure equipment and systems to be renewed has not had acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and would not reasonably condition (reasonable wear and tear excepted) and are and will be expected to have, individually in compliance with all terms and conditions of the Franchises and the Licenses and all standards or in the aggregate, a CenturyLink Material Adverse Effectrules imposed by any Governmental Authority or as imposed under any agreements with telecommunications companies and customers. (cD) The licensee Borrower and its Subsidiaries have paid all material franchise, license or other fees and charges which have become due pursuant to any Governmental Approval in respect of each CenturyLink License is in compliance with each CenturyLink License its and their business and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications made appropriate provision as is required by the Communications Act or the rules, regulations, policies, instructions and orders of the FCC (the “FCC Rules”) or similar rules, regulations, policies, instructions and orders of State Regulators, and the payment of all regulatory GAAP for any such fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions has not had, or would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse Effectcharges which have accrued. (d) CenturyLink or a CenturyLink Subsidiary owns 100% of the equity and controls 100% of the voting power and decision-making authority of each licensee of the CenturyLink Licenses.

Communications Regulatory Matters. (a) CenturyLink Section 4.18 of the Parent Disclosure Schedule (the “Parent License Schedule”) lists all licenses and each CenturyLink Subsidiary hold (i) all approvals, authorizations, certificates and licenses authorizations issued by the FCC to Parent or the state or local public service or public utility commissions or other similar state or local regulatory bodies its Subsidiaries (“State Regulators”) that are required for CenturyLink and each CenturyLink Subsidiary to conduct its business, as presently conducted, which approvals, authorizations, certificates and licenses are set forth in Section 3.17(a)(i) of the CenturyLink Disclosure Letter, and (ii) all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to CenturyLink or any CenturyLink Subsidiary by a Governmental Entity that are required for CenturyLink and each CenturyLink Subsidiary to conduct its business, as presently conducted (clauses (i) and (ii) collectively, the “CenturyLink Parent Licenses”), together with the name of the licensee or authorization holder, the expiration date of the Parent License and, where applicable, the relevant FCC market designation. The Parent Licenses constitute all authorizations necessary from the FCC for the business operations of Parent and its Subsidiaries as they are currently being conducted in the United States, except those authorizations the absence of which has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. (b) Each CenturyLink Parent License is valid and in full force and effect and has not been suspended, revoked, canceled cancelled or adversely modified, except where the failure to be in full force and effect, or the suspension, revocation, cancellation or modification of which has not had and or would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse EffectEffect on Parent. No CenturyLink 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 have not had and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse EffectEffect on Parent, or (ii) is subject to any pending regulatory proceeding (other than those affecting the wireless industry generally) or judicial review before a Governmental Entity, unless such pending regulatory proceeding or judicial review has not had . Parent and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse Effect. CenturyLink has its Subsidiaries have no Knowledge knowledge of any event, condition or circumstance that would preclude any CenturyLink Parent License from being renewed in the ordinary course (to the extent that such CenturyLink Parent License is renewable by its terms), except where the failure to be renewed has not had and or would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse EffectEffect on Parent. (c) The licensee of each CenturyLink Parent License is in compliance with each CenturyLink Parent License and has fulfilled and performed all of its material obligations with respect thereto, including all reports, notifications and applications required by the Communications Act or the rules, regulations, policies, instructions and orders of the FCC (the “FCC Rules”) or similar rules, regulations, policies, instructions and orders of State Regulators, Rules and the payment of all regulatory fees fees, contributions to the Universal Service Fund, the TRS Fund and contributionsall other such funds to which contributions are required by the FCC Rules, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions has not had, or would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse EffectEffect on Parent. (d) CenturyLink Except as provided in the Parent License Schedule, there are no outstanding material auction or other monetary obligations due to the FCC, and the completion of the Merger will not give rise to any unjust enrichment obligations related to Parent Licenses obtained through the FCC’s auction process. (e) Except for structures that do not require registration, each of the antenna structures used for the operation of the Parent Licenses has been registered with the FCC, except with respect to registrations the failure of which to obtain have not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Except with the consent of the FCC or as otherwise permitted in accordance with the FCC Rules, no facility located in the United States for the operations of Parent and its Subsidiaries has been constructed in a manner that has resulted in a significant environmental effect, as defined by FCC Rules, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Other than as may affect the wireless industry generally, there is no application, petition, objection or other proceeding pending before any Governmental Entity that could affect the Parent Licenses or the business operations of Parent or any of its Subsidiaries, except for such applications, petitions, objections or other proceedings that have not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. (f) Parent or a CenturyLink wholly-owned Subsidiary of Parent owns one hundred percent (100% %) of the equity and controls one hundred percent (100% %) of the voting power and decision-making authority of each licensee of the CenturyLink Parent Licenses. (g) Section 4.18 of the Parent Disclosure Schedule lists all pending federal or state proceedings with regard to efforts by Parent or any of its Subsidiaries to be designated as an Eligible Telecommunications Carrier.

Communications Regulatory Matters. (aA) CenturyLink Schedule 5.13(A) sets forth a true and each CenturyLink Subsidiary hold (i) all approvals, authorizations, certificates and licenses issued by the FCC or the state or local public service or public utility commissions or other similar state or local regulatory bodies (“State Regulators”) that are required for CenturyLink and each CenturyLink Subsidiary to conduct its business, as presently conducted, which approvals, authorizations, certificates and licenses are set forth in Section 3.17(a)(i) complete list of the CenturyLink Disclosure Letter, following information for each Franchise and (ii) all other material regulatory permits, approvals, licenses License issued to or utilized by Borrower and other authorizations, including franchises, ordinances and other agreements granting access to public rights its Subsidiaries: the name of way, issued or granted to CenturyLink or any CenturyLink Subsidiary by a Governmental Entity that are required for CenturyLink and each CenturyLink Subsidiary to conduct its business, as presently conducted (clauses (i) and (ii) collectivelythe licensee, the “CenturyLink Licenses”)type of service, the expiration date and the geographic area covered by such License. (bB) Each CenturyLink License is Other than as set forth on Schedule 5.13(B), the Franchises and the Licenses are valid and in full force and effect without conditions except for such conditions as are generally applicable to holders of such Franchise and such Licenses. No event has not been suspended, revoked, canceled or adversely modified, except where the failure to be in full force occurred and effect, or the suspension, revocation, cancellation or modification of is continuing which has not had and would not could reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse Effect. No CenturyLink License is subject 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 have not had Franchise and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse Effect, such License or (ii) materially and adversely affect any pending regulatory proceeding rights of Borrower or judicial review before a Governmental Entity, unless such pending regulatory proceeding or judicial review has not had and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse Effectits Subsidiaries thereunder. CenturyLink Borrower has no Knowledge of reason to believe and has no knowledge that any event, condition Franchise or circumstance that would preclude any CenturyLink License from being will not be renewed in the ordinary course course. Neither Borrower nor any of its Subsidiaries is a party to any investigation, notice of violation, order or complaint issued by or before the FCC or any applicable Governmental Authority, and there are no proceedings pending by or before the FCC or any applicable Governmental Authority which could in any manner threaten or adversely affect the validity of any Franchise or any License. (C) All of the material properties, equipment and systems owned, leased or managed by Borrower and its Subsidiaries are, and (to the extent that best knowledge of Borrower) all such CenturyLink License is renewable by its terms)property, except where the failure equipment and systems to be renewed has not had acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and would not reasonably condition (reasonable wear and tear excepted) and are and will be expected to have, individually in compliance with all terms and conditions of the Franchises and the Licenses and all standards or in the aggregate, a CenturyLink Material Adverse Effectrules imposed by any Governmental Authority or as imposed under any agreements with telecommunications companies and customers. (cD) The licensee Borrower and its Subsidiaries have paid all material franchise, license or other fees and charges which have become due pursuant to any Governmental Approval in respect of each CenturyLink License is in compliance with each CenturyLink License its and their business and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications made appropriate provision as is required by the Communications Act or the rules, regulations, policies, instructions and orders of the FCC (the “FCC Rules”) or similar rules, regulations, policies, instructions and orders of State Regulators, and the payment of all regulatory GAAP for any such fees and contributionscharges which have accrued. Credit Agreement/Atlantic Tele-Network, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions has not had, or would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse Effect. (d) CenturyLink or a CenturyLink Subsidiary owns 100% of the equity and controls 100% of the voting power and decision-making authority of each licensee of the CenturyLink Licenses.Inc.

Communications Regulatory Matters. (a) CenturyLink Parent and each CenturyLink Subsidiary of its Subsidiaries hold (i) all material approvals, authorizations, certificates and licenses issued by the FCC or the state or local public service or public utility commissions or other similar state or local regulatory bodies (“State Regulators”) Regulators that are required for CenturyLink Parent and each CenturyLink Subsidiary of its Subsidiaries to conduct its business, business as presently conducted, which approvals, authorizations, certificates and licenses are set forth in Section 3.17(a)(i) of the CenturyLink Disclosure Letter, conducted and (ii) all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to CenturyLink Parent or any CenturyLink Subsidiary of its Subsidiaries by a Governmental Entity that are required for CenturyLink Parent and each CenturyLink Subsidiary of its Subsidiaries to conduct its business, as presently conducted (clauses clause (i) and (ii) collectively, the “CenturyLink Parent Licenses”). (b) Each CenturyLink Parent License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified, except where the failure to be in full force and effect, or the suspension, revocation, cancellation or modification of which has not had and would not reasonably be expected to haveresult in, individually or in the aggregate, a CenturyLink Parent Material Adverse Effect. No CenturyLink 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 have not had and would not reasonably be expected to haveresult in, individually or in the aggregate, a CenturyLink Parent Material Adverse Effect, or (ii) any pending regulatory proceeding or judicial review before a Governmental Entity, unless such pending regulatory proceeding or judicial review has not had and would not reasonably be expected to haveresult in, individually or in the aggregate, a CenturyLink Parent Material Adverse Effect. CenturyLink has no To the Knowledge of any Parent, there has been no event, condition or circumstance that would preclude any CenturyLink Parent License from being renewed in the ordinary course (to the extent that such CenturyLink Parent License is renewable by its terms), except where the failure to be renewed has not had and would not reasonably be expected to haveresult in, individually or in the aggregate, a CenturyLink Parent Material Adverse Effect. (c) The licensee of each CenturyLink Parent License is in compliance with each CenturyLink Parent License and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications required by the Communications Act or the rules, regulations, policies, instructions and orders of the FCC (or the “FCC Rules”) or similar rules, regulations, policies, instructions and orders of State Regulators, and the payment of all regulatory fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions has not had, or would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse Effect. (d) CenturyLink or a CenturyLink Subsidiary owns 100% of the equity and controls 100% of the voting power and decision-making authority of each licensee of the CenturyLink Licenses.and

Communications Regulatory Matters. (a) CenturyLink Except as set forth on Schedule 2.18(a)(i) of the Disclosure Letter, the Company and each CenturyLink Subsidiary hold (i) its Subsidiaries have all approvalslicenses, authorizationsPermits, certificates and licenses issued by the FCC or the state or local public service or public utility commissions certificates, franchises, consents, waivers, registrations or other similar state or local regulatory bodies (“State Regulators”) authorizations from each Governmental Entity that are regulates telecommunications in each applicable jurisdiction required for CenturyLink and each CenturyLink Subsidiary to the conduct its business, of the Company's business as presently conducted, which approvalsincluding, authorizationswithout limitation, certificates (i) the FCC (together with any renewals, extensions or modifications thereof and any additions thereto made as of the Closing Date, the "FCC Licenses"); (ii) the State PUCs (together with any renewals, extensions, or modifications thereof and any additions thereto made as of the Closing Date, the "State Licenses"); and (iii) the appropriate foreign Governmental Entities (together with any renewals, extensions, or modifications thereof and any additions thereto made as of the Closing Date, the "Foreign Licenses"), except, in each of clauses (i-iii), where the failure to have such licenses would not be material to the Company, taken as a whole. The FCC Licenses, State Licenses and Foreign Licenses are hereafter collectively referred to as the "Communications Licenses." All of the Communications Licenses held as of the date of this Agreement are set forth in Section 3.17(a)(ion Schedule 2.18(a)(ii) of the CenturyLink Disclosure Letter, and (ii) all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to CenturyLink or any CenturyLink Subsidiary by a Governmental Entity that are required for CenturyLink and each CenturyLink Subsidiary to conduct its business, as presently conducted (clauses (i) and (ii) collectively, the “CenturyLink Licenses”). (b) Each CenturyLink License of the Communications Licenses was duly issued, is valid and in full force and effect and effect, has not been suspended, revokedcanceled, canceled revoked or adversely modifiedmodified in any materially adverse manner and is not subject to conditions or requirements that are not generally imposed on such authorizations, except where the failure to be except, in full force and effecteach case, or the suspension, revocation, cancellation or modification of which has not had and would not reasonably be expected to havenot, individually or in the aggregate, a CenturyLink Material Adverse Effect. No CenturyLink License is subject to (i) any conditions or requirements that have not been imposed generally upon licenses in the same service, unless such conditions or requirements have not had and would not reasonably be expected to have, individually have or result in the aggregate, a CenturyLink Material Adverse Effect, or (ii) any pending regulatory proceeding or judicial review before a Governmental Entity, unless such pending regulatory proceeding or judicial review has not had and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse Effect. CenturyLink has no Knowledge of any event, condition or circumstance that would preclude any CenturyLink License from being renewed in the ordinary course (to the extent that such CenturyLink License is renewable by its terms), except where the failure to be renewed has not had and would not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse Effect. (c) The licensee Each holder of each CenturyLink a Communications License (i) has operated in compliance with all terms thereof in all material respects, including all system build-out requirements; and (ii) is in all material respects in compliance with, and the conduct of its business has been and is in compliance with, the Communications Act and any other applicable Law in all material respects, and each such holder has materially complied with each CenturyLink License all requirements to file all registrations, statements, documents and has fulfilled reports and performed paid all of its obligations with respect thereto, including all reports, notifications and applications fees required by the Communications Act or and any other applicable Law except, in each case, as would not be material to the rulesCompany, regulationstaken as a whole. There is no pending or, policies, instructions and orders to the Knowledge of the FCC (Company, threatened action by or before the “FCC Rules”) FCC, any State PUC, or similar rulesany foreign Governmental Entity to revoke, regulationscancel, policiessuspend, instructions and orders modify or refuse to renew any of State Regulatorsthe Communications Licenses, and the payment of all regulatory fees and contributionsand, except (ias set forth on Schedule 2.18(c) for exemptionsof the Disclosure Letter, waivers or similar concessions or allowances and (ii) where such failure there is not now any issued, outstanding or, to be in compliancethe Knowledge of the Company, fulfill or perform its obligations or pay such fees or contributions has not hadthreatened, notice by the FCC, any State PUC, or would any foreign Governmental Entity of any violation or complaint, or any application, complaint, or proceeding (other than applications, proceedings, or complaints that generally affect the Company's industry as a whole) relating to the business or operations of the Company or any Subsidiary. To the Knowledge of the Company, no Person has asserted in writing to a Governmental Entity that any Communications License should be modified or revoked, or that the Company or any Subsidiary is not reasonably be expected to have, individually or in the aggregate, a CenturyLink Material Adverse Effectmaterial compliance with any Communications License. (d) CenturyLink or a CenturyLink Subsidiary owns 100% Except as set forth in Schedule 2.18(d) of the equity and controls 100% Disclosure Letter, to the Knowledge of the voting power and decision-making authority Company (after the exercise of each licensee reasonable internal inquiry), no event has occurred which permits the revocation or termination of any of the CenturyLink LicensesCommunications Licenses or the imposition of any restriction thereon, or that would prevent any of the Communications Licenses from being renewed on a routine basis or in the ordinary course.