Common use of Communications Regulatory Matters Clause in Contracts

Communications Regulatory Matters. (A) Schedule 5.13(A) 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. (B) Other than as set forth on Schedule 5.13(B), the Licenses are valid and in full force and effect without conditions except for such conditions as are generally applicable to holders of such Licenses. Other than as set forth on Schedule 5.13(B), each Loan Party has all requisite power and authority required under the Communications Act and PUC Laws to hold the Licenses and to own and operate the Communications Systems. Other than as set forth on Schedule 5.13(B), the Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Systems in the same manner as it is presently conducted. Other than as set forth on Schedule 5.13(B), no event has occurred and is continuing which could reasonably be expected to (i) result in the imposition of a material forfeiture or the suspension, revocation, termination or adverse modification of any such License or (ii) materially and adversely affect any rights of the Loan Parties or their respective Subsidiaries thereunder. Except as otherwise set forth on Schedule 5.13(B), the Loan Parties have no reason to believe and have no knowledge that any License will not be renewed in the ordinary course. Other than as set forth on Schedule 5.13(B), neither the Loan Parties nor any of their respective Subsidiaries 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, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority which could in any manner threaten or 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) 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 Governmental 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. (A) As of the Closing Date or as of the most recent Annual Perfection Certificate, Schedule 5.13(A) sets forth a true true, correct and complete list of the following information for each material License issued to to, assigned or transferred to, or utilized by the any Loan Parties Party or their its respective Subsidiaries: the name of the licenseelicensee or franchisee, the type of service, the expiration date and the geographic area covered by such License. Other than as set forth in Schedule 5.13(A), each material License is held by a Loan Party or a wholly-owned Subsidiary of a Loan Party whose equity interests are subject to a valid and perfected first priority Lien in favor of the Secured Parties pursuant to the Pledge and Security Agreement. (B) Other than as set forth on Schedule 5.13(B), the The Licenses are valid and in full force and effect without conditions except for such conditions as are generally applicable to holders of such Licenses. Other than as set forth on Schedule 5.13(B), each Each Loan Party or Subsidiary of a Loan Party holding a License has all requisite corporate power and authority required under the Communications Act and PUC Laws any Applicable Law to hold the such Licenses and to own and operate the Communications Telecommunications Systems. Other than as set forth on Schedule 5.13(B), the The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Telecommunications Systems in the same manner as it is they are presently conductedoperated. Other than as set forth on Schedule 5.13(B), no No event has occurred and is continuing which could reasonably be expected to (i) result in the imposition of a material forfeiture or the suspension, revocation, termination or adverse modification of any such License or (ii) materially and adversely affect any rights of the Loan Parties or their respective Subsidiaries or any other holder thereunder. Except as otherwise set forth on Schedule 5.13(B), Neither the Loan Parties nor any of their Subsidiaries have no reason to believe and or have no knowledge that any License will not be renewed in the ordinary course. Other than Except as set forth disclosed on Schedule 5.13(B)5.10, neither the Loan Parties nor any of their respective Subsidiaries 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, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority Authority, which could is reasonably likely to result in any manner threaten or adversely affect the validity invalidity 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) 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 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 itit pursuant to any Governmental Approval, paid all material franchise, license or other fees and charges related to the Licenses or which have become due pursuant to any Governmental Approval in respect of its business and has made appropriate provision as is required by GAAP for any such material fees and charges which have accrued.

Communications Regulatory Matters. (A) As of the Fourth Amendment and RestatementEffective Date, Schedule 5.13(A) sets forth a true and complete list of the following information for each Material License issued to or utilized by the Loan Parties or their respective Restricted Subsidiaries: the name of the licensee, the type of service, the expiration date and the geographic area covered by such Material License. Other than as set forth in Schedule 5.13(A) or pursuant to an Asset Disposition permitted hereby, each Material License is held by a Loan Party or a wholly-owned, domestic Restricted Subsidiary of a Loan Party whose equity interests are subject to a valid and perfected first priority Lien in favor of the Secured Parties pursuant to the Pledge and Security Agreement. (B) Other than as set forth on Schedule 5.13(B), the The Material Licenses are valid and in full force and effect without conditions except for such conditions as are generally applicable to holders of such Material Licenses. Other than as set forth on Schedule 5.13(B), each Each Loan Party or Restricted Subsidiary of a Loan Party has all requisite power and authority required under the Communications Act and PUC Laws to hold the Material Licenses and to own and operate the Communications Systems. Other than as set forth on Schedule 5.13(B), the The Material Licenses constitute in all material respects all of the Material Licenses necessary for the operation of the Communications Systems in the same manner as it is presently conducted. Other than as set forth on Schedule 5.13(B), no No event has occurred and is continuing which could reasonably be expected to (i) result in the imposition of a material forfeiture or the suspension, revocation, or termination or adverse modification of any such Material License or (ii) materially and adversely affect any rights of the Loan Parties or their respective Restricted Subsidiaries thereunder. Except as otherwise set forth on Schedule 5.13(B), Neither the Loan Parties nor any of their Restricted Subsidiaries have no reason to believe and have no actual knowledge that any Material License will not be renewed in the ordinary course. Other than as set forth on Schedule 5.13(B), neither Neither the Loan Parties nor any of their respective Restricted Subsidiaries is 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 AuthorityAuthority with respect to a Material License, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority which could in any manner threaten or would reasonably be expected to adversely affect the validity of any Material License. (C) All of the material properties, equipment and systems owned, leased or managed by the Loan Parties or their respective Restricted Subsidiaries are, and (to the best knowledge of the Loan PartiesParties and their Restricted 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 Material 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 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 Material Licenses or which have become due pursuant to any Governmental 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. (A) As of the date hereof, Schedule 5.13(A) sets forth a true true, correct and complete list of the following information for each License issued to to, assigned or transferred to, or utilized by the any Loan Parties Party or their its respective Subsidiaries: the name of the licenseelicensee or franchisee, the type of service, the expiration date and the geographic area covered by such License. Other than as set forth in Schedule 5.13(A) or pursuant to a permitted Asset Disposition, each License is held by a Loan Party or a wholly-owned Subsidiary of a Loan Party whose equity interests are subject to a valid and perfected first priority Lien in favor of the Secured Parties pursuant to the Pledge and Security Agreement. (B) Other than as set forth on Schedule 5.13(B), the The Licenses are valid and in full force and effect without conditions except for such conditions as are generally applicable to holders of such Licenses. Other than as set forth on Schedule 5.13(B), each Each Loan Party or Subsidiary of a Loan Party holding a License has all requisite power and authority required under any Applicable Law (including, without limitation, the Communications Act and PUC Laws Laws) to hold the Licenses and to own and operate the Communications Systems. Other than as set forth on Schedule 5.13(B), the 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 they are presently conductedoperated. Other than as set forth on Schedule 5.13(B), no No event has occurred and is continuing which could reasonably be expected to (i) result in the imposition of a material forfeiture or the suspension, revocation, termination or adverse modification of any such License or (ii) materially and adversely affect any rights of the Loan Parties or their respective Subsidiaries thereunder. Except as otherwise set forth on Schedule 5.13(B), Neither the Loan Parties nor any of their Subsidiaries have no reason to believe and or have no knowledge that any License will not be renewed in the ordinary course. Other than as set forth on Schedule 5.13(B), neither Neither the Loan Parties nor any of their respective Subsidiaries is 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, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority which could in any manner threaten or adversely affect the validity of any License, other than, in each case, such matters as individually or collectively would not reasonably be expected to have a Material Adverse Effect. (C) All of the material properties, equipment and systems owned, leased leased, subleased or managed by the Loan Parties or their respective Subsidiaries are, and (to the best knowledge of the Loan Parties) 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 and casualty events 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 Governmental 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 of the date hereof or as of the most recent Annual Officer’s Compliance Certificate, Schedule 5.13(A8.1(w) sets forth a true true, correct and complete list of the following information for each License issued to to, assigned or transferred to, or utilized by the any Loan Parties Party or their its respective Subsidiaries: the name of the licenseelicensee or franchisee, the type of service, the expiration date and the geographic area covered by such License. (B) . Other than as set forth on in Schedule 5.13(B8.1(w), each License is held by a Loan Party or a wholly-owned Subsidiary of a Loan Party whose equity interests are subject to a valid and perfected first priority Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to the Collateral Agreement. (ii) All Licenses are valid and in full force and effect without conditions except for such conditions as are generally applicable to holders of such Licenses. Other than as set forth on Schedule 5.13(B), each Each Loan Party or Subsidiary of a Loan Party holding a License has all requisite power and authority required under any Applicable Law (including, without limitation, the Communications Act and PUC Laws Laws) to hold the such Licenses and to own and operate the Communications Telecommunications Systems. Other than as set forth on Schedule 5.13(B), the The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Telecommunications Systems in the same manner as it is they are presently conductedoperated. Other than as set forth on Schedule 5.13(B), no No event has occurred and is continuing which could reasonably be expected to (i) result in the imposition of a material forfeiture or the suspension, revocation, termination or adverse modification of any such License or (ii) materially and adversely affect any rights of the Loan Parties or their respective Subsidiaries thereunder. Except as otherwise set forth on Schedule 5.13(B), Neither the Loan Parties nor any of their Subsidiaries have no reason to believe and or have no knowledge that any License will not be renewed in the ordinary course. Other than as set forth on Schedule 5.13(B), neither Neither the Loan Parties nor any of their respective Subsidiaries is 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, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority which could in any manner threaten or adversely affect the validity of any License. (Ciii) All of the material properties, equipment and systems owned, leased leased, subleased or managed by the Loan Parties or their respective Subsidiaries are, and (to the best knowledge of the Loan Parties) 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 and casualty events excepted) in all material respects and are and will be in compliance in all material respects 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. (Div) Each of the Loan Parties and their respective Subsidiaries has made all material filings which are required to be filed by it, paid all material franchise, license or other fees and charges related to the Licenses or which have become due pursuant to any Governmental Approval in respect of its business and has made appropriate provision as is required by GAAP for any such fees and charges which have accrued. (v) As of the Closing Date, not less than forty percent (40%) of the Borrower’s revenues from cable television and related products and services are attributable to the Borrower’s cable franchises for the provision of such services in Xxxxx Xxxxxxx, Xxxxxxxxx xxx Xxxxxxx Xxxxxxxx, Xxxxxxxxx.

Communications Regulatory Matters. (Aa) As of the Closing Date and before and after giving effect to each Permitted Acquisition (if any), Schedule 5.13(A5.19 (which Schedule shall be updated in connection with the consummation of a Permitted Acquisition) sets forth a true and complete list of the following information for each Material License issued to or utilized by the Loan Parties or their respective Restricted Subsidiaries: the granting authority, the name of the licensee, the type of service, the expiration date and the geographic area covered by such License. (B) . Other than as set forth in Schedule 5.19, each Material License is held by a Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party that is a Restricted Subsidiary whose Equity Interests are subject to a Prior Security Interest in favor of the Administrative Agent, on Schedule 5.13(B)behalf of itself and the other Secured Parties, pursuant to the Security Agreement. (b) Except as would not reasonably be expected to result in a Material Adverse Change, (i) the Material Licenses are valid and in full force and effect without conditions conditions, except for such conditions as are generally applicable to holders of such Material Licenses. Other than as set forth on Schedule 5.13(B), ; (ii) each Loan Party or Restricted Subsidiary of has all requisite power and authority required under the Communications Act and PUC Laws to hold the Material Licenses and to own and operate the its Communications Systems. Other than as set forth on Schedule 5.13(B), ; (iii) the Material Licenses constitute in all material respects all of the Material Licenses necessary for the operation of the Communications Systems in the same manner as it is presently conducted. Other than as set forth on Schedule 5.13(B), ; (iv) no event has occurred and is continuing which could would reasonably be expected to (iA) result in the imposition of a material forfeiture or the suspension, revocation, or termination or adverse modification of any such Material License or (iiB) materially and adversely affect any rights of the Loan Parties or their respective Restricted Subsidiaries thereunder. Except as otherwise set forth on Schedule 5.13(B), the ; (v) no Loan Parties have no reason to believe and have no Party or any Restricted Subsidiary has actual knowledge that any Material License will not be renewed in the ordinary course. Other than as set forth on Schedule 5.13(B), ; (vi) neither the Loan Parties nor any of their respective Subsidiaries is 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, Authority with respect to a Material License; and (vii) there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority which could in any manner threaten or would reasonably be expected to adversely affect the validity of any Material License. (Cc) All Except as would not reasonably be expected to result in a Material Adverse Change, all of the material properties, equipment and systems owned, leased leased, subleased or managed by the Loan Parties or their respective Restricted Subsidiaries are, and (to the best knowledge of the Loan PartiesParties and their Restricted 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 Material Licenses, all Laws and all standards or rules (including with respect to the construction and operation of such property, equipment and systems) imposed by any Governmental Authority or as imposed under any agreements with telecommunications companies and customers. (Dd) Each of the Loan Parties and their respective the Restricted Subsidiaries has made all material filings which are required to be filed by it, paid all material franchise, license license, regulatory assessments or other fees and charges related to the Material Licenses or which are required to be paid or have become due pursuant to any authorization, consent, approval or license of, or registration or filing with, any Governmental Approval Authority in respect of its business or which is otherwise required for the construction and operation of any Communication System and has made appropriate provision as is required by GAAP for any such fees and charges which have accrued, except as would not reasonably be expected to result in a Material Adverse Change.

Communications Regulatory Matters. (Aa) As of the First Restatement Effective Date, Schedule 5.13(A) 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. (B) . 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, as of the First Restatement Effective Date, subject to a Prior Security Interest in favor of the Administrative Agent, on Schedule 5.13(B)behalf of itself and the other Secured Parties, pursuant to the Collateral Documents. (b) All Material 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. Other than as set forth on Schedule 5.13(B), each 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 or IT Systems. Other than as set forth on Schedule 5.13(B), the The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications or IT Systems in the same manner as it is presently conducted. Other than as set forth on Schedule 5.13(B), no No event has occurred and is continuing which could reasonably be expected to (i) result in the imposition of a material forfeiture or the suspension, revocation, or termination or adverse modification of any such License or (ii) materially and adversely affect any rights of the Loan Parties or their respective Subsidiaries thereunder. Except as otherwise set forth on Schedule 5.13(B), Neither the Loan Parties nor any of their Subsidiaries have no reason to believe and have no actual knowledge that any Material License will not be renewed in the ordinary course. Other than as set forth on Schedule 5.13(B), neither Neither the Loan Parties nor any of their respective Subsidiaries is 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 AuthorityAuthority with respect to a License, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority which could in any manner threaten or 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 are, and (to the best knowledge of the Loan PartiesParties 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. (Dd) 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 Approval 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. (A) As of the date hereof or as of the most recent Annual Officer's Certificate, Schedule 5.13(A) sets forth a true true, correct and complete list of the following information for each License issued to to, assigned or transferred to, or utilized by the any Loan Parties Party or their its respective Subsidiaries: the name of the licenseelicensee or franchisee, the type of service, the expiration date and the geographic area covered by such License. Other than as set forth in Schedule 5.13(A), each License is held by a Loan Party or a wholly-owned Subsidiary of a Loan Party whose equity interests are subject to a valid and perfected first priority Lien in favor of the Secured Parties pursuant to the Pledge and Security Agreement. (B) Other than as set forth on Schedule 5.13(B), the The Licenses are valid and in full force and effect without conditions except for such conditions as are generally applicable to holders of such Licenses. Other than as set forth on Schedule 5.13(B), each Each Loan Party or Subsidiary of a Loan Party holding a License has all requisite power and authority required under any Applicable Law (including, without limitation, the Communications Act and PUC Laws Laws) to hold the Licenses and to own and operate the Communications Systems. Other than as set forth on Schedule 5.13(B), the 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 they are presently conductedoperated. Other than as set forth on Schedule 5.13(B), no No event has occurred and is continuing which could reasonably be expected to (i) result in the imposition of a material forfeiture or the suspension, revocation, termination or adverse modification of any such License or (ii) materially and adversely affect any rights of the Loan Parties or their respective Subsidiaries thereunder. Except as otherwise set forth on Schedule 5.13(B), Neither the Loan Parties nor any of their Subsidiaries have no reason to believe and or have no knowledge that any License will not be renewed in the ordinary course. Other than as set forth on Schedule 5.13(B), neither Neither the Loan Parties nor any of their respective Subsidiaries is 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, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority which could in any manner threaten or adversely affect the validity of any License., other than, in each case, such matters as individually or collectively would not reasonably be expected to have a Material Adverse Effect. Credit Agreement/Shenandoah Telecommunications Company (C) All of the material properties, equipment and systems owned, leased leased, subleased or managed by the Loan Parties or their respective Subsidiaries are, and (to the best knowledge of the Loan Parties) 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 and casualty events 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 Governmental 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. (E) The consummation of the JetBroadband Acquisition will not result in a violation of the FCC's "Cable-Telco Buyout" Rule (47 CFR Section 76.505).

Communications Regulatory Matters. (Aa) As of the Agreement Date, Schedule 5.13(A) 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. (B) . 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, as of the Funding Date, subject to a Prior Security Interest in favor of the Administrative Agent, on Schedule 5.13(B)behalf of itself and the other Secured Parties, pursuant to the Collateral Documents. (b) All Material 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. Other than as set forth on Schedule 5.13(B), each 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 or IT Systems. Other than as set forth on Schedule 5.13(B), the The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications or IT Systems in the same manner as it is presently conducted. Other than as set forth on Schedule 5.13(B), no No event has occurred and is continuing which could reasonably be expected to (i) result in the imposition of a material forfeiture or the suspension, revocation, or termination or adverse modification of any such License or (ii) materially and adversely affect any rights of the Loan Parties or their respective Subsidiaries thereunder. Except as otherwise set forth on Schedule 5.13(B), Neither the Loan Parties nor any of their Subsidiaries have no reason to believe and have no actual knowledge that any Material License will not be renewed in the ordinary course. Other than as set forth on Schedule 5.13(B), neither Neither the Loan Parties nor any of their respective Subsidiaries is 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 AuthorityAuthority with respect to a License, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority which could in any manner threaten or 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 are, and (to the best knowledge of the Loan PartiesParties 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. (Dd) 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 Approval 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. (A) As of the Closing Date, Schedule 5.13(A4.01(w) sets forth a true true, correct and complete list of the following information for each License issued to to, assigned or transferred to, or utilized by any Loan Party or its respective Subsidiaries (other than VITAL unless VITAL has become a wholly-owned Subsidiary of the Loan Parties or their respective Subsidiaries: Borrower): the name of the licenseelicensee or franchisee, the type of service, the expiration date and the geographic area covered by such License. (B) . Other than as set forth on in Schedule 5.13(B4.01(w), each License is held by a Loan Party or a wholly-owned Subsidiary of a Loan Party whose Equity Interests will be concurrent with the Closing Date subject to a valid and perfected, first priority Lien in favor of Secured Parties pursuant to the Security Agreement. (i) The Licenses are valid and in full force and effect without conditions except for such conditions as are generally applicable to holders of such Licenses. Other Loan Parties and their respective Subsidiaries (other than as set forth on Schedule 5.13(B), each VITAL unless VITAL has become a wholly-owned Subsidiary of the Borrower) are duly qualified to hold their respective Licenses and the Licenses are not subject to any transfer restrictions imposed by the FCC or any PUC. Each Loan Party or Subsidiary of a Loan Party (other than VITAL unless VITAL has become a wholly-owned Subsidiary of the Borrower) holding a License has all requisite power and authority required under any Applicable Law (including the Communications Act and PUC Laws Laws) to hold the Licenses and to own and operate the Communications Systems. Other than as set forth on Schedule 5.13(B), the 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 they are presently conductedoperated. Other than as set forth on Schedule 5.13(B), no No event has occurred and is continuing which could reasonably be expected to (i) result in the imposition of a material forfeiture or the suspension, revocation, termination or adverse modification of any such License or (ii) materially and adversely affect any rights of the Loan Parties or their respective Subsidiaries (other than VITAL unless VITAL has become a wholly-owned Subsidiary of the Borrower) thereunder. Except as otherwise set forth on Schedule 5.13(B), Neither the Loan Parties nor any of their Subsidiaries (other than VITAL unless VITAL has become a wholly-owned Subsidiary of the Borrower) 88 have no reason to believe and or have no knowledge that any License will not be renewed in the ordinary course. Other than as set forth on Schedule 5.13(B), neither Neither the Loan Parties nor any of their respective Subsidiaries is (other than VITAL unless VITAL has become a wholly-owned Subsidiary of the Borrower) 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, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority which could in any manner threaten or adversely affect the validity of any License, other than, in each case, such matters as individually or collectively would not reasonably be expected to have a Material Adverse Effect. (Cii) All of the material properties, equipment and systems owned, leased leased, subleased or managed by the Loan Parties or their respective Subsidiaries (other than VITAL unless VITAL has become a wholly-owned Subsidiary of the Borrower) that are necessary to the Loan Parties business are, and (to the best knowledge of the Loan Parties) 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 and casualty events 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 (other than VITAL unless VITAL has become a wholly-owned Subsidiary of the 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 Governmental 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. (A) As of the Third Amendment Date, Schedule 5.13(A) sets forth a true and complete list of the following information for each Material 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 Material License. Other than as set forth in Schedule 5.13(A) or pursuant to a permitted Asset Disposition, each Material License is held by a Loan Party or a wholly-owned, domestic Subsidiary of a Loan Party whose equity interests are subject to a valid and perfected first priority Lien in favor of the Secured Parties pursuant to the Pledge and Security Agreement. (B) Other than as set forth on Schedule 5.13(B), the The Material Licenses are valid and in full force and effect without conditions except for such conditions as are generally applicable to holders of such Material Licenses. Other than as set forth on Schedule 5.13(B), each 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 Material Licenses and to own and operate the Communications Systems. Other than as set forth on Schedule 5.13(B), the The Material Licenses constitute in all material respects all of the Material Licenses necessary for the operation of the Communications Systems in the same manner as it is presently conducted. Other than as set forth on Schedule 5.13(B), no No event has occurred and is continuing which could reasonably be expected to (i) result in the imposition of a material forfeiture or the suspension, revocation, or termination or adverse modification of any such Material License or (ii) materially and adversely affect any rights of the Loan Parties or their respective Subsidiaries thereunder. Except as otherwise set forth on Schedule 5.13(B), Neither the Loan Parties nor any of their Subsidiaries have no reason to believe and have no actual knowledge that any Material License will not be renewed in the ordinary course. Other than as set forth on Schedule 5.13(B), neither Neither the Loan Parties nor any of their respective Subsidiaries is 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 AuthorityAuthority with respect to a Material License, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority which could in any manner threaten or would reasonably be expected to adversely affect the validity of any Material 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 PartiesParties 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 Material 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 Material Licenses or which have become due pursuant to any Governmental 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 5.13(A) 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 granting authority, the name of the licensee, the type of service, the expiration date and the geographic area covered by such License. (B) . 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 Schedule 5.13(B)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 adverse conditions, except for such conditions as are generally applicable to holders of such Licenses. Other than as set forth on Schedule 5.13(B), each Each Loan Party or Subsidiary of a Loan Party has all requisite power and authority required under the Communications Act and PUC Laws to hold the Licenses and to own and operate the Communications Systems. Other than as set forth on Schedule 5.13(B), the The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Systems in the same manner as it is presently conducted. Other than as set forth on Schedule 5.13(B), no No event has occurred and is continuing which could reasonably be expected to (i) result in the imposition of a material forfeiture or the suspension, revocation, or termination or adverse modification of any such License or (ii) materially and adversely affect any rights of the Loan Parties or their respective Subsidiaries thereunder. Except as otherwise set forth on Schedule 5.13(B), Neither the Loan Parties nor any of their Subsidiaries have no reason to believe and have no actual knowledge that any License will not be renewed in the ordinary course. Other than as set forth on Schedule 5.13(B), neither Neither the Loan Parties nor any of their respective Subsidiaries is 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 AuthorityAuthority with respect to a License, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority which could in any manner threaten or would reasonably be expected to adversely affect the validity of any License. (Cc) All of the material properties, equipment and systems owned, leased leased, subleased or managed by the Loan Parties or their respective Subsidiaries are, and (to the best knowledge of the Loan PartiesParties and their Subsidiaries) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in compliance in all material respects with all terms and conditions of the Licenses Licenses, all Laws and all standards or rules imposed by any Governmental Authority or as imposed under any agreements with telecommunications companies and customers. (Dd) 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 license, regulatory assessments or other fees and charges related to the Licenses or which are required to be paid or have become due pursuant to any authorization, consent, approval or license of, or registration or filing with, any Governmental Approval Authority in respect of its business or which is otherwise required for the construction and operation of any Communication System and has made appropriate provision as is required by GAAP for any such fees and charges which have accrued. All such filings are complete and accurate in all material respects. Table of Contents (e) Each of the Loan Parties and their respective Subsidiaries has complied in all material respects with all requirements, rules, restrictions, and other terms and conditions required to be complied with respect to any Funding Program or associated with the receipt and use of funding from any Funding Agency. To each Loan Party’s knowledge, there are no pending audits or investigations by any Governmental Authority or Funding Agency threatened in writing regarding the Loan Parties’ use of, or entitlement to, any funding received from any Funding Program.