Common use of Communications Regulatory Matters Clause in Contracts

Communications Regulatory Matters. 3.18.1 Each of the Telecom Entities is fully qualified under the Communications Laws to be an FCC licensee. Schedule 3.18.1 lists all licenses and authorizations issued by the FCC to each of the Telecom Entities (the “FCC Licenses”), together with the name of the licensee or authorization holder, the expiration date of the FCC Licenses and, where applicable, the relevant FCC market designation. Each of the Telecom Entities validly holds the FCC Licenses which represent all the FCC authorizations required in connection with the ownership and operation of the Acquired Companies’ telecommunications business as it is presently being conducted. The FCC Licenses are not subject to any restrictions, requirements, or conditions that are not generally imposed by the FCC upon holders of such FCC licenses. No person other than the Telecom Entities has any right, title or interest (legal or beneficial) in or to, or any right or license to use, the FCC Licenses. The FCC Licenses have been granted to the Telecom Entities by Final Order and are in full force and effect. BUS_RE\1394606.17 3.18.2 Each of the Acquired Companies is fully qualified under the State Communications Laws to hold the RCA Authorizations. Schedule 3.18.2 lists all licenses and authorizations issued by the RCA to each of the Acquired Companies (the “RCA Authorizations” and, together with the FCC Licenses, the “Telecom Licenses”), together with the name of the licensee or authorization holder; where applicable, the expiration date of the RCA Authorization, and, where applicable, the relevant service area designation. Each of the Acquired Companies validly holds the RCA Authorizations which represent all the RCA authorizations required in connection with the ownership and operation of the Acquired Companies’ telecommunications business as it is presently being conducted. The RCA Authorizations are not subject to any restrictions, requirements, or conditions that are not generally imposed by the RCA upon holders of such RCA authorizations. No person other than the Acquired Companies has any right, title or interest (legal or beneficial) in or to, or any right or license to use, the RCA Authorizations. The RCA authorizations have been granted to the Acquired Companies by Final Order and are in full force and effect. 3.18.3 Except as disclosed on Section 3.18.3 of the Disclosure Schedule, each of the Acquired Companies is in material compliance with the Communications Laws, including without limitation those relating to: (i) the Communications Assistance for Law Enforcement Act (CALEA); (ii) E-911 Phase I and Phase II compliance; (iii) number porting, number pooling and related number usage and utilization reports; (iv) Telecommunications Relay Service obligations; (v) universal service obligations; (vi) the payment of regulatory fees; (vii) Text Telephone Devices (TTY); (viii) the submission of quarterly, semi-annual, annual or other periodic reports or filings with the FCC or other Governmental Body or administrative body (e.g. the National Exchange Carrier Association (NECA) and the Universal Service Administrative Company (USAC)); (ix) compliance with the National Environmental Protection Act (NEPA) provisions applicable to telecommunications carriers; (x) compliance with any spectrum clearing or incumbent relocation cost sharing obligations; (xi) compliance with FCC and FAA antenna registration and painting and lighting requirements; and (xii) compliance with the United States Fish and Wildlife Service antenna requirements. Except as disclosed on Section 3.18.2 of the Disclosure Schedule, each of the Acquired Companies is in material compliance with all State Communications Laws, including without limitation those relating to: (i) compliance with the Alaska Fish and Wildlife Service antenna requirements; and (ii) compliance with the Alaska Department of Natural Resources antenna requirements. 3.18.4 There are no objections, petitions to deny, complaints (formal or informal) competing applications, investigation or letter of inquiry, or other proceedings pending before the FCC or any other Governmental Body having jurisdiction over any of the Acquired Companies or the Telecom Licenses relating to any of the Acquired Companies or the Telecom Licenses. None of the Acquired Companies have received any notice of any claim of default with respect to any of the Telecom Licenses. Except for proceedings affecting the telecommunications industry generally, and except as disclosed on Section 3.18.4 of the Disclosure Schedule, there is not pending or, to the knowledge of the Sellers, threatened against any of the Acquired Companies or the Telecom Licenses any action, petition, objection or other pleading, investigation or letter of inquiry, or any proceeding with the FCC or any other Governmental Body, which contests the validity of, or seeks the revocation, forfeiture, non-renewal modification or suspension of, the Telecom Licenses, or which would adversely affect BUS_RE\1394606.17 the ability of the Acquired Companies to consummate the transactions contemplated by this Agreement. 3.18.5 All documents required to be filed in connection with the Telecom Licenses held by the Acquired Companies with the FCC or any other Governmental Body have been timely filed or the time period for such filing has not lapsed, except where such failure to timely file would not reasonably be expected to result in the revocation, cancellation, forfeiture, non-renewal or suspension of any authorization or license or the imposition of any monetary forfeiture. All of such filings were complete and correct in all material respects when filed. 3.18.6 None of the Acquired Companies are in breach or otherwise in violation of any FCC build-out requirements with respect to any of the FCC Licenses. Each FCC licensed station has been built out at least to the minimum extent required by the Communications Laws. Any and all FCC notifications or filings associated with the build-out were timely filed and were true complete and correct when filed. There has been no discontinuance of service subsequent to the completion of construction and certification that would cause any of the FCC Licenses to be deemed forfeited or automatically cancelled by the FCC. 3.18.7 The Acquired Companies all are eligible to receive funding from the federal Universal Service Fund (“USF”) program as RCA-designated eligible telecommunications carriers (“ETCs”) and are vendors to organizations that receive funding from the USF program. UUI and XXX (i) receive funding from the Alaska Universal Service Fund program, (ii) participate in the Alaska Exchange Carriers Association’s intrastate access charge pooling program and (iii) the National Exchange Carriers Association’s interstate access charge pooling program. UUI has received grants from the Rural Alaska Broadband Internet Access Program and both UUI and Unicom, Inc., have received grants and loans from Rural Utilities Services, an agency of the U.S. Department of Agriculture. XXX has received loans from CoBank, an entity affiliated with the U.S. Farm Credit System. Except as disclosed in Section 3.18.7 of the Disclosure Schedule, the preceding sentence represents a complete and accurate list of all government and government-affiliated funding, rate support, cost pooling, grant and low-cost credit programs in which the Acquired Companies participate (together the “Support Programs”). Except as set forth on Section 3.18.7 of the Disclosure Schedule, the Acquired Companies are in compliance with all conditions, covenants and other requirements of the Support Programs, are not under investigation for potential non-compliance (and have not been under such investigation since January 1, 2002), and do not face any regulatory, contractual, or other action that would jeopardize their continuing participation in such programs.

Communications Regulatory Matters. 3.18.1 Each (a) Notwithstanding any other provision of this Agreement, the Grantors and the Collateral Agent, on behalf of the Telecom Entities is fully qualified under Secured Parties, agree that the Communications Laws to be an FCC licensee. Schedule 3.18.1 lists all licenses and authorizations issued consummation of any foreclosure by the FCC Collateral Agent in respect of any security interest encompassing the economic value of any Communications License, including the proceeds derived from the sale of any Communications License, or the transfer or assignment of ownership or control thereof, could be deemed under applicable law to each require prior Communications Regulatory Authority approval in one or more countries. The Collateral Agent hereby: agrees that to the extent prior Communications Regulatory Authority approval is required pursuant to any applicable law as shall be determined by the holder of the Telecom Entities (the “FCC Licenses”), together any subject Communications License after reasonable consultation with the name of the licensee or authorization holder, the expiration date of the FCC Licenses and, where applicable, the relevant FCC market designation. Each of the Telecom Entities validly holds the FCC Licenses which represent all the FCC authorizations required in connection with the ownership and operation of the Acquired Companies’ telecommunications business as it is presently being conducted. The FCC Licenses are not subject to any restrictions, requirements, or conditions that are not generally imposed by the FCC upon holders of such FCC licenses. No person other than the Telecom Entities has any right, title or interest (legal or beneficial) in or to, or any right or license to use, the FCC Licenses. The FCC Licenses have been granted to the Telecom Entities by Final Order and are in full force and effect. BUS_RE\1394606.17 3.18.2 Each of the Acquired Companies is fully qualified under the State Communications Laws to hold the RCA Authorizations. Schedule 3.18.2 lists all licenses and authorizations issued by the RCA to each of the Acquired Companies (the “RCA Authorizations” and, together with the FCC Licenses, the “Telecom Licenses”), together with the name of the licensee or authorization holder; where applicable, the expiration date of the RCA Authorization, and, where applicable, the relevant service area designation. Each of the Acquired Companies validly holds the RCA Authorizations which represent all the RCA authorizations required in connection with the ownership and operation of the Acquired Companies’ telecommunications business as it is presently being conducted. The RCA Authorizations are not subject to any restrictions, requirements, or conditions that are not generally imposed by the RCA upon holders of such RCA authorizations. No person other than the Acquired Companies has any right, title or interest (legal or beneficial) in or to, or any right or license to use, the RCA Authorizations. The RCA authorizations have been granted to the Acquired Companies by Final Order and are in full force and effect. 3.18.3 Except as disclosed on Section 3.18.3 of the Disclosure Schedule, each of the Acquired Companies is in material compliance with the Communications Laws, including without limitation those relating to: Collateral Agent for (i) the Communications Assistance for Law Enforcement Act (CALEA); operation and effectiveness of any grant, right or remedy under any security interest granted hereunder, or (ii) E-911 Phase I taking any action that may be taken by the Collateral Agent hereunder, such grant, right, remedy or actions will be subject to such prior Communications Regulatory Authority approval having been obtained by the holder of any subject Communications License and Phase II compliancethe respective intended assignee or transferee thereof; and (iiib) number portingacknowledges that to the extent required by applicable law, number pooling the voting rights in certain pledged equity constituting Collateral, as well as de jure, de facto and related number usage negative control over any Communications License shall remain with the Borrower and utilization reports; (iv) Telecommunications Relay Service obligations; (v) universal service obligations; (vi) the payment Grantors even in the event of regulatory fees; (vii) Text Telephone Devices (TTY); (viii) a Default, but only until such time as all required prior Communications Regulatory Authority approvals shall have been obtained to permit the submission exercise of quarterlysecurity holder rights by a purchaser at a public or private sale of certain pledged equity constituting Collateral or to the exercise of such rights by a receiver, semi-annualtrustee, annual conservator or other periodic reports or filings agent duly appointed in accordance with the FCC applicable law. The Grantors hereby agree, upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s request, as directed by and on behalf of the Secured Parties, (a) to file or cause to be filed such applications or other Governmental Body submissions necessary to apply for any required prior Communications Regulatory Authority approval, (b) to take such other actions reasonably required by the Collateral Agent, to obtain such Communications Regulatory Authority approvals, and (c) to use their commercially reasonable best efforts to assist in obtaining any other required approval of the applicable Communications Regulatory Authority, if required, for any action or administrative body transactions contemplated hereby, including, without limitation, the preparation, execution and filing with any Communications Regulatory Authority of the designated assignor’s or transferor’s portion of any application for consent to the assignment or transfer of control of any Communications License or the assignment or transfer of control of any portion of the Collateral, relating to any Communications License. (e.g. the National Exchange Carrier Association (NECAb) and the Universal Service Administrative Company (USAC)); (ix) The Grantors acknowledge that compliance with the National Environmental Protection Act (NEPAprovisions of Section 18(a) provisions applicable is integral to telecommunications carriers; (x) compliance with any spectrum clearing or incumbent relocation cost sharing obligations; (xi) compliance with FCC and FAA antenna registration and painting and lighting requirements; and (xii) compliance the Secured Parties’ realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Grantors to comply with the United States Fish provisions of this Section 18 and Wildlife Service antenna requirements. Except as disclosed on Section 3.18.2 of the Disclosure Schedule, each of the Acquired Companies is that such failure would not be adequately compensable in material compliance with all State Communications Laws, including without limitation those relating to: (i) compliance with the Alaska Fish and Wildlife Service antenna requirements; and (ii) compliance with the Alaska Department of Natural Resources antenna requirements. 3.18.4 There are no objections, petitions to deny, complaints (formal or informal) competing applications, investigation or letter of inquiry, or other proceedings pending before the FCC or any other Governmental Body having jurisdiction over any of the Acquired Companies or the Telecom Licenses relating to any of the Acquired Companies or the Telecom Licenses. None of the Acquired Companies have received any notice of any claim of default with respect to any of the Telecom Licenses. Except for proceedings affecting the telecommunications industry generallydamages, and except as disclosed on Section 3.18.4 of the Disclosure Schedule, there is not pending or, to the knowledge of the Sellers, threatened against any of the Acquired Companies or the Telecom Licenses any action, petition, objection or other pleading, investigation or letter of inquiry, or any proceeding with the FCC or any other Governmental Body, which contests the validity of, or seeks the revocation, forfeiture, non-renewal modification or suspension of, the Telecom Licenses, or which would adversely affect BUS_RE\1394606.17 the ability of the Acquired Companies to consummate the transactions contemplated by therefore agree that this Agreementsection may be specifically enforced. 3.18.5 All documents required to be filed in connection with the Telecom Licenses held by the Acquired Companies with the FCC or any other Governmental Body have been timely filed or the time period for such filing has not lapsed, except where such failure to timely file would not reasonably be expected to result in the revocation, cancellation, forfeiture, non-renewal or suspension of any authorization or license or the imposition of any monetary forfeiture. All of such filings were complete and correct in all material respects when filed. 3.18.6 None of the Acquired Companies are in breach or otherwise in violation of any FCC build-out requirements with respect to any of the FCC Licenses. Each FCC licensed station has been built out at least to the minimum extent required by the Communications Laws. Any and all FCC notifications or filings associated with the build-out were timely filed and were true complete and correct when filed. There has been no discontinuance of service subsequent to the completion of construction and certification that would cause any of the FCC Licenses to be deemed forfeited or automatically cancelled by the FCC. 3.18.7 The Acquired Companies all are eligible to receive funding from the federal Universal Service Fund (“USF”) program as RCA-designated eligible telecommunications carriers (“ETCs”) and are vendors to organizations that receive funding from the USF program. UUI and XXX (i) receive funding from the Alaska Universal Service Fund program, (ii) participate in the Alaska Exchange Carriers Association’s intrastate access charge pooling program and (iii) the National Exchange Carriers Association’s interstate access charge pooling program. UUI has received grants from the Rural Alaska Broadband Internet Access Program and both UUI and Unicom, Inc., have received grants and loans from Rural Utilities Services, an agency of the U.S. Department of Agriculture. XXX has received loans from CoBank, an entity affiliated with the U.S. Farm Credit System. Except as disclosed in Section 3.18.7 of the Disclosure Schedule, the preceding sentence represents a complete and accurate list of all government and government-affiliated funding, rate support, cost pooling, grant and low-cost credit programs in which the Acquired Companies participate (together the “Support Programs”). Except as set forth on Section 3.18.7 of the Disclosure Schedule, the Acquired Companies are in compliance with all conditions, covenants and other requirements of the Support Programs, are not under investigation for potential non-compliance (and have not been under such investigation since January 1, 2002), and do not face any regulatory, contractual, or other action that would jeopardize their continuing participation in such programs.

Communications Regulatory Matters. 3.18.1 Each (a) Notwithstanding any other provision of this Agreement, the Grantors and the Collateral Agent, on behalf of the Telecom Entities is fully qualified under Secured Parties, agree that the Communications Laws to be an FCC licensee. Schedule 3.18.1 lists all licenses and authorizations issued consummation of any foreclosure by the FCC Collateral Agent in respect of any security interest encompassing the economic value of any Communications License, including the proceeds derived from the sale of any Communications License, or the transfer or assignment of ownership or control thereof, could be deemed under applicable law to each require prior Communications Regulatory Authority approval in one or more countries. The Collateral Agent hereby (x) agrees that to the extent prior Communications Regulatory Authority approval is required pursuant to any applicable law as shall be determined by the holder of the Telecom Entities (the “FCC Licenses”), together any subject Communications License after reasonable consultation with the name of the licensee or authorization holder, the expiration date of the FCC Licenses and, where applicable, the relevant FCC market designation. Each of the Telecom Entities validly holds the FCC Licenses which represent all the FCC authorizations required in connection with the ownership and operation of the Acquired Companies’ telecommunications business as it is presently being conducted. The FCC Licenses are not subject to any restrictions, requirements, or conditions that are not generally imposed by the FCC upon holders of such FCC licenses. No person other than the Telecom Entities has any right, title or interest (legal or beneficial) in or to, or any right or license to use, the FCC Licenses. The FCC Licenses have been granted to the Telecom Entities by Final Order and are in full force and effect. BUS_RE\1394606.17 3.18.2 Each of the Acquired Companies is fully qualified under the State Communications Laws to hold the RCA Authorizations. Schedule 3.18.2 lists all licenses and authorizations issued by the RCA to each of the Acquired Companies (the “RCA Authorizations” and, together with the FCC Licenses, the “Telecom Licenses”), together with the name of the licensee or authorization holder; where applicable, the expiration date of the RCA Authorization, and, where applicable, the relevant service area designation. Each of the Acquired Companies validly holds the RCA Authorizations which represent all the RCA authorizations required in connection with the ownership and operation of the Acquired Companies’ telecommunications business as it is presently being conducted. The RCA Authorizations are not subject to any restrictions, requirements, or conditions that are not generally imposed by the RCA upon holders of such RCA authorizations. No person other than the Acquired Companies has any right, title or interest (legal or beneficial) in or to, or any right or license to use, the RCA Authorizations. The RCA authorizations have been granted to the Acquired Companies by Final Order and are in full force and effect. 3.18.3 Except as disclosed on Section 3.18.3 of the Disclosure Schedule, each of the Acquired Companies is in material compliance with the Communications Laws, including without limitation those relating to: Collateral Agent for (i) the Communications Assistance for Law Enforcement Act (CALEA); operation and effectiveness of any grant, right or remedy under any security interest granted hereunder, or (ii) E-911 Phase I and Phase II compliance; (iii) number portingtaking any action that may be taken by the Collateral Agent hereunder, number pooling and related number usage and utilization reports; (iv) Telecommunications Relay Service obligations; (v) universal service obligations; (vi) such grant, right, remedy or actions will be subject to such prior Communications Regulatory Authority approval having been obtained by the payment holder of regulatory fees; (vii) Text Telephone Devices (TTY); (viii) the submission of quarterly, semi-annual, annual or other periodic reports or filings with the FCC or other Governmental Body or administrative body (e.g. the National Exchange Carrier Association (NECA) any subject Communications License and the Universal Service Administrative Company (USAC)); (ix) compliance with the National Environmental Protection Act (NEPA) provisions applicable to telecommunications carriers; (x) compliance with any spectrum clearing respective intended assignee or incumbent relocation cost sharing obligations; (xi) compliance with FCC and FAA antenna registration and painting and lighting requirementstransferee thereof; and (xiiy) compliance acknowledges that to the extent required by applicable law, the voting rights in certain pledged equity constituting Collateral, as well as de jure, de facto and negative control over any Communications License shall remain with the United States Fish Borrower and Wildlife Service antenna requirementsthe Grantors even in the event of a Default, but only until such time as all required prior Communications Regulatory Authority approvals shall have been obtained to permit the exercise of security holder rights by a purchaser at a public or private sale of certain pledged equity constituting Collateral or to the exercise of such rights by a receiver, trustee, conservator or other agent duly appointed in accordance with the applicable law. Except The Grantors hereby agree, upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s request, as disclosed directed by and on Section 3.18.2 behalf of the Disclosure ScheduleSecured Parties, each of the Acquired Companies is in material compliance with all State Communications Laws, including without limitation those relating to: (i) compliance with the Alaska Fish and Wildlife Service antenna requirements; and (ii) compliance with the Alaska Department of Natural Resources antenna requirements. 3.18.4 There are no objections, petitions to deny, complaints (formal file or informal) competing applications, investigation or letter of inquiry, or other proceedings pending before the FCC or any other Governmental Body having jurisdiction over any of the Acquired Companies or the Telecom Licenses relating to any of the Acquired Companies or the Telecom Licenses. None of the Acquired Companies have received any notice of any claim of default with respect to any of the Telecom Licenses. Except for proceedings affecting the telecommunications industry generally, and except as disclosed on Section 3.18.4 of the Disclosure Schedule, there is not pending or, to the knowledge of the Sellers, threatened against any of the Acquired Companies or the Telecom Licenses any action, petition, objection or other pleading, investigation or letter of inquiry, or any proceeding with the FCC or any other Governmental Body, which contests the validity of, or seeks the revocation, forfeiture, non-renewal modification or suspension of, the Telecom Licenses, or which would adversely affect BUS_RE\1394606.17 the ability of the Acquired Companies to consummate the transactions contemplated by this Agreement. 3.18.5 All documents required cause to be filed in connection with the Telecom Licenses held by the Acquired Companies with the FCC such applications or other submissions necessary to apply for any other Governmental Body have been timely filed or the time period for such filing has not lapsed, except where such failure to timely file would not reasonably be expected to result in the revocation, cancellation, forfeiture, non-renewal or suspension of any authorization or license or the imposition of any monetary forfeiture. All of such filings were complete and correct in all material respects when filed. 3.18.6 None of the Acquired Companies are in breach or otherwise in violation of any FCC build-out requirements with respect to any of the FCC Licenses. Each FCC licensed station has been built out at least to the minimum extent required by the prior Communications Laws. Any and all FCC notifications or filings associated with the build-out were timely filed and were true complete and correct when filed. There has been no discontinuance of service subsequent to the completion of construction and certification that would cause any of the FCC Licenses to be deemed forfeited or automatically cancelled by the FCC. 3.18.7 The Acquired Companies all are eligible to receive funding from the federal Universal Service Fund (“USF”) program as RCA-designated eligible telecommunications carriers (“ETCs”) and are vendors to organizations that receive funding from the USF program. UUI and XXX (i) receive funding from the Alaska Universal Service Fund programRegulatory Authority approval, (ii) participate in to take such other actions reasonably required by the Alaska Exchange Carriers Association’s intrastate access charge pooling program Collateral Agent, to obtain such Communications Regulatory Authority approvals, and (iii) the National Exchange Carriers Association’s interstate access charge pooling program. UUI has received grants from the Rural Alaska Broadband Internet Access Program and both UUI and Unicom, Inc., have received grants and loans from Rural Utilities Services, an agency to use their commercially reasonable best efforts to assist in obtaining any other required approval of the U.S. Department applicable Communications Regulatory Authority, if required, for any action or transactions contemplated hereby, including, without limitation, the preparation, execution and filing with any Communications Regulatory Authority of Agriculture. XXX has received loans from CoBankthe designated assignor’s or transferor’s portion of any application for consent to the assignment or transfer of control of any Communications License or the assignment or transfer of control of any portion of the Collateral, an entity affiliated relating to any Communications License. (b) The Grantors acknowledge that compliance with the U.S. Farm Credit System. Except as disclosed in provisions of Section 3.18.7 18(a) is integral to the Secured Parties’ realization of the Disclosure Schedule, the preceding sentence represents a complete and accurate list of all government and government-affiliated funding, rate support, cost pooling, grant and low-cost credit programs in which the Acquired Companies participate (together the “Support Programs”). Except as set forth on Section 3.18.7 value of the Disclosure ScheduleCollateral, that there is no adequate remedy at law for failure by the Acquired Companies are Grantors to comply with the provisions of this Section 18 and that such failure would not be adequately compensable in compliance with all conditions, covenants and other requirements of the Support Programs, are not under investigation for potential non-compliance (and have not been under such investigation since January 1, 2002)damages, and do not face any regulatory, contractual, or other action therefore agree that would jeopardize their continuing participation in such programsthis section may be specifically enforced.

Communications Regulatory Matters. 3.18.1 Each (a) True and complete copies of the Telecom Entities is fully qualified under the Communications Laws to be an FCC licensee. Schedule 3.18.1 lists all licenses licenses, permits, authorizations and authorizations consents issued by the FCC FCC, the Minister of Industry (Canada) or the NPT (“Licenses”) to the Company or any of its Subsidiaries, or to the Person leasing such Spectrum to the Company, including Advanced Wireless Service (“AWS”), Wireless Communications Services (“WCS”), Educational Broadband Services (“EBS”), Broadband Radio Service (“BRS”) fixed microwave and other radio authorizations and licenses, (collectively, the “Company Licenses”) have been Made Available to Parent. Schedule 3.11(a) of the Company Disclosure Schedule sets forth, with respect to each of the Telecom Entities Transferred Spectrum Assets, (the “FCC Licenses”), together with i) the name of the licensee or authorization holderand, if applicable, the lessee, (ii) FCC call sign, license number or other license identifier, (iii) authorized frequencies, (iv) the geographic area for which the Company is authorized to provide service, (v) grant and current expiration date of the FCC Licenses anddate, (vi) frequency block and (vii) where applicable, the relevant FCC market designationand service designations used by the Governmental Entity that issued the Transferred Spectrum Asset. Each of the Telecom Entities validly holds Transferred Spectrum Assets is free and clear of all Liens and the FCC Transferred Spectrum Assets are regular Licenses which represent all and not experimental, special temporary, demonstration or developmental licenses. Other than the FCC authorizations required in connection with the ownership and operation Conditional WCS Renewals, there is no condition outside of the Acquired Companies’ telecommunications business as it is presently being conductedordinary course imposed on any of the Transferred Spectrum Assets by the FCC; for the avoidance of doubt, any condition on the grant of a Renewal Application shall be so set forth. The FCC Licenses are Company has not subject conducted any radio station operations (fixed, mobile or broadcast) pursuant to any restrictionsTransferred Spectrum Asset. (b) Schedule 3.11(b) of the Company Disclosure Schedule sets forth a true and complete list of each Contract, requirementstogether with all amendments, waivers and notices to such Contracts, under which the Company or conditions that are not generally imposed by any of its Subsidiaries (i) lease for the FCC upon holders right to use the transmission capacity associated with a License or (ii) has a right of such FCC licenses. No person first refusal or any other than contractual right to acquire any rights for the Telecom Entities has use of any rightLicense, title or interest (legal or beneficial) in or toincluding without limitation, any Contract for the acquisition of a License or any right to lease spectrum rights under a License (the “Company Leases”). The Company and its Subsidiaries are not, nor is any other party to any of the material Company Leases in breach or license default under the material Company Leases, and any material breach or default that has been asserted by such other party has been waived, cured or otherwise settled. The Company and its Subsidiaries have not, nor has any other party to useany of the material Company Leases claimed in any written statement that the counterparty is in breach or default under the material Company Leases and any past breach or default has been waived, cured or otherwise settled. For purposes of this Section 3.11(b), any breach of a payment obligation shall be deemed material. No party to any Company Lease has claimed in writing, and no party has threatened, in any written statement to the Company that the party has a right to terminate any Company Lease at any time or to seek damages against the Company or any of its Subsidiaries for the violation, breach or default by any such Person of any Company Lease. None of the Transferred Spectrum Assets is subject to a Company Lease. (c) (i) The grant, renewal or assignment of each Company License to the Company or one of its Subsidiaries was approved by the FCC, the FCC Licenses. The FCC Licenses have been granted to Minister of Industry (Canada) or the Telecom Entities NPT by Final Order and are each Company License is valid and in full force and effect. BUS_RE\1394606.17 3.18.2 Each of effect and has not been suspended, revoked, cancelled, terminated or forfeited or adversely modified; (ii) except for proceedings related to the Acquired Companies Competing Applications, Ongoing WCS Rulemaking Proceedings, and Ongoing Canadian WCS Rulemaking Proceedings, no Company License is fully qualified under the State Communications Laws to hold the RCA Authorizations. Schedule 3.18.2 lists all licenses and authorizations issued by the RCA to each of the Acquired Companies (the “RCA Authorizations” and, together with the FCC Licenses, the “Telecom Licenses”), together with the name of the licensee or authorization holder; where applicable, the expiration date of the RCA Authorization, and, where applicable, the relevant service area designation. Each of the Acquired Companies validly holds the RCA Authorizations which represent all the RCA authorizations required in connection with the ownership and operation of the Acquired Companies’ telecommunications business as it is presently being conducted. The RCA Authorizations are not subject to any restrictionspending regulatory proceeding (other than those affecting licenses and licensees in the same spectrum bands as the Company Licenses, requirementsand those affecting the telecommunications industry, generally) before a Governmental Entity or judicial review; (iii) except for proceedings related to the Ongoing WCS Rulemaking Proceedings and Ongoing Canadian WCS Rulemaking Proceedings, there is no Proceeding pending before the FCC, Industry Canada or the NPT or threatened by a Person with respect to any Company License, the Company or any of the Company’s Affiliates; and (iv) to the Knowledge of the Company, no event, condition or circumstance would preclude any Company License from being renewed in the ordinary course (to the extent that such Company License is renewable by its terms). (d) The licensee of each Company License is in compliance with the terms of, and the FCC Rules, Industry Canada Rules, NPT Rules and any other Laws that apply to or that are contained in, each Company License and has timely fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications to the FCC, Industry Canada and the NPT, as applicable, and required by the Communications Act, the FCC Rules, Industry Canada Rules or NPT Rules. The Company has Made Available to Parent copies of each of such reports filed in the last five (5) years with the exception of those applications that are available in their entirety in the FCC’s Universal Licensing System database and that are no longer pending because the application has been granted, accepted or consummated, as well as ownership reports, regulatory fee filing, and notifications to other licensees upon commencement of WCS base station operations. The Company has not incurred, or conditions that if incurred the Company has fully discharged, any fine, charge or other liability resulting from any noncompliance prior to the Closing relating to such reports. The Company has timely made the payment of all regulatory fees, contributions to the Universal Service Fund, the TRS Fund and all other such funds to which contributions are not generally imposed required by the RCA upon holders of such RCA authorizations. No person other than the Acquired Companies has any rightFCC Rules, title Industry Canada Rules or interest (legal or beneficial) in or to, or any right or license to use, the RCA Authorizations. The RCA authorizations have been granted to the Acquired Companies by Final Order and are in full force and effectNPT Rules. 3.18.3 (e) Except as disclosed on Section 3.18.3 of the Disclosure Schedulefor structures that do not require registration, each of the Acquired Companies is in material compliance antenna structures used for the operation of the Company Licenses has been registered with the Communications LawsFCC, including without limitation those relating to: Industry Canada or the NPT by the Company or the licensee Subsidiary, or, in the case of structures where the Company or one of its Subsidiaries is the lessee, to the Knowledge of the Company by the lessor or an Affiliate of the lessor. (f) All of the currently operating cell sites and microwave paths of the Company and its Subsidiaries, in respect of which a filing with the FCC, Industry Canada or the NPT was required, have been constructed and are currently operated in all respects as represented to the FCC, Industry Canada or the NPT in currently effective filings, and modifications to such cell sites and microwave paths have been preceded by the submission to the FCC, Industry Canada or the NPT of all required filings. (g) All transmission towers owned or leased by the Company and its Subsidiaries are obstruction-marked and lighted by the Company or its Subsidiaries to the extent required by, and in accordance with, the rules and regulations of the Federal Aviation Administration (the “FAA Rules”). Appropriate notification to the Federal Aviation Administration (the “FAA”) has been made for each transmission tower owned or leased by the Company and its Subsidiaries to the extent such notification is required to be made by the Company or a Subsidiary by, and in accordance with, the FAA Rules, in each case, except as the failure to notify the FAA would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect. (h) There is no debt existing, outstanding or owing to the FCC, Industry Canada, the NPT or any Governmental Entity with respect to the Company Licenses. No amounts are due and owing to the FCC, Industry Canada or the NPT by reason of the ownership or operation pursuant to the Company Licenses and all fees and contributions required to be paid to the FCC, Industry Canada or the NPT by the Company or its Subsidiaries with respect to the Company Licenses have been timely paid. No unjust enrichment penalties will be assessed by reason of the application of Section 1.2111 of the FCC Rules to the assignment of the Additional Spectrum Assets to the holders of the Convertible Notes contemplated hereunder. (i) the Communications Assistance for Law Enforcement Act (CALEA); (ii) E-911 Phase I and Phase II compliance; (iii) number porting, number pooling and related number usage and utilization reports; (iv) Telecommunications Relay Service obligations; (v) universal service obligations; (vi) the payment of regulatory fees; (vii) Text Telephone Devices (TTY); (viii) the submission of quarterly, semi-annual, annual or other periodic reports or filings with No payments to the FCC or other Governmental Body or administrative body (e.g. the National Exchange Carrier Association (NECA) and the Universal Service Administrative Company (USAC)); (ix) compliance with the National Environmental Protection Act (NEPA) provisions applicable to telecommunications carriers; (x) compliance with any spectrum clearing or incumbent relocation cost sharing obligations; (xi) compliance with FCC and FAA antenna registration and painting and lighting requirements; and (xii) compliance with the United States Fish and Wildlife Service antenna requirements. Except as disclosed on Treasury for or with respect to any Company License, including annual regulatory fee payments for the Company Licenses assessed under Section 3.18.2 1.1152 of the Disclosure ScheduleFCC Rules are due or are overdue. There is no payment owed to the FCC, each of the Acquired Companies is in material compliance with all State Communications LawsUnited States Treasury, including without limitation those relating to: (i) compliance with Industry Canada, the Alaska Fish and Wildlife Service antenna requirements; and (ii) compliance with the Alaska Department of Natural Resources antenna requirements. 3.18.4 There are no objections, petitions to deny, complaints (formal or informal) competing applications, investigation or letter of inquiry, or other proceedings pending before the FCC NPT or any other Governmental Body having jurisdiction over any of the Acquired Companies or the Telecom Licenses relating to any of the Acquired Companies or the Telecom Licenses. None of the Acquired Companies have received any notice of any claim of default Entity with respect to any Company License. (j) Neither the Company nor any of its Subsidiaries that provides wireless services in the United States provides or is authorized to provide local exchange or wireline services (other than wireless CMRS services). (k) None of the Telecom Licenses. Except for proceedings affecting the telecommunications industry generallyCompany Licenses have been modified in any respect, including through disaggregation and/or partition, and except as disclosed on Section 3.18.4 of the Disclosure Schedule, there is not no pending or, or planned application to modify any Company License. (l) Other than the knowledge of the Sellers, threatened against any of the Acquired Companies or the Telecom Licenses any action, petition, objection or other pleading, investigation or letter of inquiry, or any proceeding with the FCC or any other Governmental Body, which contests the validity of, or seeks the revocation, forfeiture, non-renewal modification or suspension ofCompeting Applications, the Telecom LicensesOngoing WCS Rulemaking Proceedings, and Ongoing Canadian WCS Rulemaking Proceedings, no Company License is subject to a condition or which would adversely affect BUS_RE\1394606.17 the ability of the Acquired Companies to consummate the transactions contemplated by this Agreement. 3.18.5 All documents required to be filed in connection with the Telecom Licenses held by the Acquired Companies with the FCC or any other Governmental Body have been timely filed or the time period for such filing has not lapsed, except where such failure to timely file would not reasonably situation that could be expected to result in the place such Company License at risk of revocation, cancellation, forfeituretermination, modification, non-renewal renewal, suspension or suspension of any authorization or license or the imposition of any monetary forfeiture. All of such filings were complete and correct in all material respects when filed. 3.18.6 None (m) The Company has provided through the Data Room to Parent summaries of the Acquired Companies are in breach all written and oral correspondence with Competing Parties and copies of all written correspondence relating to or otherwise in violation of any FCC build-out requirements with Competing Parties with respect to any of the FCC Company Licenses. Each FCC licensed station has been built out at least to the minimum extent required by the Communications Laws. Any and all FCC notifications or filings associated with the build-out were timely filed and were true complete and correct when filed. There has been no discontinuance of service subsequent to the completion of construction and certification that would cause any of the FCC Licenses to be deemed forfeited or automatically cancelled by the FCC. 3.18.7 The Acquired Companies all are eligible to receive funding from the federal Universal Service Fund (“USF”) program as RCA-designated eligible telecommunications carriers (“ETCs”) and are vendors to organizations that receive funding from the USF program. UUI and XXX (i) receive funding from the Alaska Universal Service Fund program, (ii) participate in the Alaska Exchange Carriers Association’s intrastate access charge pooling program and (iii) the National Exchange Carriers Association’s interstate access charge pooling program. UUI has received grants from the Rural Alaska Broadband Internet Access Program and both UUI and Unicom, Inc., have received grants and loans from Rural Utilities Services, an agency of the U.S. Department of Agriculture. XXX has received loans from CoBank, an entity affiliated with the U.S. Farm Credit System. Except as disclosed in Section 3.18.7 of the Disclosure Schedule, the preceding sentence represents a complete and accurate list of all government and government-affiliated funding, rate support, cost pooling, grant and low-cost credit programs in which the Acquired Companies participate (together the “Support Programs”). Except as set forth on Section 3.18.7 of the Disclosure Schedule, the Acquired Companies are in compliance with all conditions, covenants and other requirements of the Support Programs, are not under investigation for potential non-compliance (and have not been under such investigation since January 1, 2002), and do not face any regulatory, contractual, or other action that would jeopardize their continuing participation in such programs.

Communications Regulatory Matters. 3.18.1 Each (a) Notwithstanding any other provision of this Agreement, the Grantors and the Collateral Agent, on behalf of the Telecom Entities is fully qualified under Secured Parties, agree that the Communications Laws to be an FCC licensee. Schedule 3.18.1 lists all licenses and authorizations issued consummation of any foreclosure by the FCC Collateral Agent in respect of any security interest encompassing the economic value of any Communications License, including the proceeds derived from the sale of any Communications License, or the transfer or assignment of ownership or control thereof, could be deemed under applicable law to each require prior Communications Regulatory Authority approval in one or more countries. The Collateral Agent hereby: (a) agrees that to the ex-tent prior Communications Regulatory Authority approval is required pursuant to any applicable law as shall be determined by the holder of the Telecom Entities (the “FCC Licenses”), together any subject Communications License after reasonable consultation with the name of the licensee or authorization holder, the expiration date of the FCC Licenses and, where applicable, the relevant FCC market designation. Each of the Telecom Entities validly holds the FCC Licenses which represent all the FCC authorizations required in connection with the ownership and operation of the Acquired Companies’ telecommunications business as it is presently being conducted. The FCC Licenses are not subject to any restrictions, requirements, or conditions that are not generally imposed by the FCC upon holders of such FCC licenses. No person other than the Telecom Entities has any right, title or interest (legal or beneficial) in or to, or any right or license to use, the FCC Licenses. The FCC Licenses have been granted to the Telecom Entities by Final Order and are in full force and effect. BUS_RE\1394606.17 3.18.2 Each of the Acquired Companies is fully qualified under the State Communications Laws to hold the RCA Authorizations. Schedule 3.18.2 lists all licenses and authorizations issued by the RCA to each of the Acquired Companies (the “RCA Authorizations” and, together with the FCC Licenses, the “Telecom Licenses”), together with the name of the licensee or authorization holder; where applicable, the expiration date of the RCA Authorization, and, where applicable, the relevant service area designation. Each of the Acquired Companies validly holds the RCA Authorizations which represent all the RCA authorizations required in connection with the ownership and operation of the Acquired Companies’ telecommunications business as it is presently being conducted. The RCA Authorizations are not subject to any restrictions, requirements, or conditions that are not generally imposed by the RCA upon holders of such RCA authorizations. No person other than the Acquired Companies has any right, title or interest (legal or beneficial) in or to, or any right or license to use, the RCA Authorizations. The RCA authorizations have been granted to the Acquired Companies by Final Order and are in full force and effect. 3.18.3 Except as disclosed on Section 3.18.3 of the Disclosure Schedule, each of the Acquired Companies is in material compliance with the Communications Laws, including without limitation those relating to: Collateral Agent for (i) the Communications Assistance for Law Enforcement Act (CALEA); operation and effectiveness of any grant, right or remedy under any security interest granted hereunder, or (ii) E-911 Phase I taking any action that may be taken by the Collateral Agent hereunder, such grant, right, remedy or actions will be subject to such prior Communications Regulatory Authority approval having been obtained by the holder of any subject Communications License and Phase II compliancethe respective intended assignee or transferee thereof; and (iiib) number portingacknowledges that to the extent required by applicable law, number pooling the voting rights in certain pledged equity constituting Collateral, as well as de jure, de facto and related number usage negative control over any Communications License shall remain with the Issuer and utilization reports; (iv) Telecommunications Relay Service obligations; (v) universal service obligations; (vi) the payment Grantors even in the event of regulatory fees; (vii) Text Telephone Devices (TTY); (viii) a Default, but only until such time as all required prior Communications Regulatory Authority approvals shall have been obtained to permit the submission exercise of quarterlysecurity holder rights by a purchaser at a public or private sale of certain pledged equity constituting Collateral or to the exercise of such rights by a receiver, semi-annualtrustee, annual conservator or other periodic reports or filings agent duly appointed in accordance with the FCC applicable law. The Grantors hereby agree, upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s request, as directed by and on behalf of the Secured Parties, (a) to file or cause to be filed such applications or other Governmental Body submissions necessary to apply for any required prior Communications Regulatory Authority approval, (b) to take such other actions reasonably required by the Collateral Agent, to obtain such Communications Regulatory Authority approvals, and (c) to use their commercially reasonable best efforts to assist in obtaining any other required approval of the applicable Communications Regulatory Authority, if required, for any action or administrative body transactions contemplated hereby, including, without limitation, the preparation, execution and filing with any Communications Regulatory Authority of the designated assignor’s or transferor’s portion of any application for consent to the assignment or transfer of control of any Communications License or the assignment or transfer of control of any portion of the Collateral, relating to any Communications License. (e.g. the National Exchange Carrier Association (NECAb) and the Universal Service Administrative Company (USAC)); (ix) The Grantors acknowledge that compliance with the National Environmental Protection Act (NEPAprovisions of Section 18(a) provisions applicable is integral to telecommunications carriers; (x) compliance with any spectrum clearing or incumbent relocation cost sharing obligations; (xi) compliance with FCC and FAA antenna registration and painting and lighting requirements; and (xii) compliance the Secured Parties’ realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Grantors to comply with the United States Fish provisions of this Section 18 and Wildlife Service antenna requirements. Except as disclosed on Section 3.18.2 of the Disclosure Schedule, each of the Acquired Companies is that such failure would not be adequately compensable in material compliance with all State Communications Laws, including without limitation those relating to: (i) compliance with the Alaska Fish and Wildlife Service antenna requirements; and (ii) compliance with the Alaska Department of Natural Resources antenna requirements. 3.18.4 There are no objections, petitions to deny, complaints (formal or informal) competing applications, investigation or letter of inquiry, or other proceedings pending before the FCC or any other Governmental Body having jurisdiction over any of the Acquired Companies or the Telecom Licenses relating to any of the Acquired Companies or the Telecom Licenses. None of the Acquired Companies have received any notice of any claim of default with respect to any of the Telecom Licenses. Except for proceedings affecting the telecommunications industry generallydamages, and except as disclosed on Section 3.18.4 of the Disclosure Schedule, there is not pending or, to the knowledge of the Sellers, threatened against any of the Acquired Companies or the Telecom Licenses any action, petition, objection or other pleading, investigation or letter of inquiry, or any proceeding with the FCC or any other Governmental Body, which contests the validity of, or seeks the revocation, forfeiture, non-renewal modification or suspension of, the Telecom Licenses, or which would adversely affect BUS_RE\1394606.17 the ability of the Acquired Companies to consummate the transactions contemplated by therefore agree that this Agreementsection may be specifically enforced. 3.18.5 All documents required to be filed in connection with the Telecom Licenses held by the Acquired Companies with the FCC or any other Governmental Body have been timely filed or the time period for such filing has not lapsed, except where such failure to timely file would not reasonably be expected to result in the revocation, cancellation, forfeiture, non-renewal or suspension of any authorization or license or the imposition of any monetary forfeiture. All of such filings were complete and correct in all material respects when filed. 3.18.6 None of the Acquired Companies are in breach or otherwise in violation of any FCC build-out requirements with respect to any of the FCC Licenses. Each FCC licensed station has been built out at least to the minimum extent required by the Communications Laws. Any and all FCC notifications or filings associated with the build-out were timely filed and were true complete and correct when filed. There has been no discontinuance of service subsequent to the completion of construction and certification that would cause any of the FCC Licenses to be deemed forfeited or automatically cancelled by the FCC. 3.18.7 The Acquired Companies all are eligible to receive funding from the federal Universal Service Fund (“USF”) program as RCA-designated eligible telecommunications carriers (“ETCs”) and are vendors to organizations that receive funding from the USF program. UUI and XXX (i) receive funding from the Alaska Universal Service Fund program, (ii) participate in the Alaska Exchange Carriers Association’s intrastate access charge pooling program and (iii) the National Exchange Carriers Association’s interstate access charge pooling program. UUI has received grants from the Rural Alaska Broadband Internet Access Program and both UUI and Unicom, Inc., have received grants and loans from Rural Utilities Services, an agency of the U.S. Department of Agriculture. XXX has received loans from CoBank, an entity affiliated with the U.S. Farm Credit System. Except as disclosed in Section 3.18.7 of the Disclosure Schedule, the preceding sentence represents a complete and accurate list of all government and government-affiliated funding, rate support, cost pooling, grant and low-cost credit programs in which the Acquired Companies participate (together the “Support Programs”). Except as set forth on Section 3.18.7 of the Disclosure Schedule, the Acquired Companies are in compliance with all conditions, covenants and other requirements of the Support Programs, are not under investigation for potential non-compliance (and have not been under such investigation since January 1, 2002), and do not face any regulatory, contractual, or other action that would jeopardize their continuing participation in such programs.

Communications Regulatory Matters. 3.18.1 Each (a) Schedule 5.19 sets forth, as of the Telecom Entities is fully qualified under Closing Date, a true and complete list of the Communications Laws following information for each License issued to be an FCC licensee. Schedule 3.18.1 lists all licenses and authorizations issued or utilized by the FCC to each of the Telecom Entities (the “FCC Licenses”), together with Loan Parties or their respective Subsidiaries: the name of the licensee or authorization holderlicensee, the type of service, the expiration date and the geographic area covered by such License and whether such License is a Material License. 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 FCC Administrative Agent, on behalf of itself and the other Secured Parties, pursuant to the Security Agreement holds (i) each Material License or (ii) the right to utilize each Material License. (b) The Material Licenses and, where applicable, the relevant FCC market designation. Each of the Telecom Entities validly holds the FCC Licenses which represent all the FCC authorizations required in connection with the ownership and operation of the Acquired Companies’ telecommunications business as it is presently being conducted. The FCC Licenses are not subject to any restrictions, requirements, held or conditions that are not generally imposed utilized by the FCC upon holders of such FCC licenses. No person other than the Telecom Entities has any right, title or interest (legal or beneficial) in or to, or any right or license to use, the FCC Licenses. The FCC Licenses have been granted to the Telecom Entities by Final Order Loan Parties and their Subsidiaries are valid and in full force and effect. BUS_RE\1394606.17 3.18.2 Each effect without adverse conditions limiting the rights or authority of such Loan Party or Subsidiary under the Material Licenses, except for such conditions as (i) are generally applicable to holders of such Material Licenses or (ii) do not adversely affect the ability of the Acquired Companies is fully qualified Loan Parties and their Subsidiaries to operate their Communications Systems. Each Loan Party or Subsidiary of a Loan Party holding or utilizing a Material License has all requisite power and authority required under the State Communications Act and PUC Laws to hold or utilize such Material License and to own and operate the RCA AuthorizationsCommunications Systems held or utilized by such Loan Party or such Subsidiary of a Loan Party. Schedule 3.18.2 lists The Material Licenses constitute in all licenses and authorizations issued by the RCA to each material respects all of the Acquired Companies (Licenses necessary for the “RCA Authorizations” and, together with the FCC Licenses, the “Telecom Licenses”), together with the name of the licensee or authorization holder; where applicable, the expiration date of the RCA Authorization, and, where applicable, the relevant service area designation. Each of the Acquired Companies validly holds the RCA Authorizations which represent all the RCA authorizations required in connection with the ownership and operation of the Acquired Companies’ telecommunications business as it is presently being conducted. The RCA Authorizations are not subject to any restrictions, requirements, or conditions that are not generally imposed by Communications Systems of the RCA upon holders Loan Parties and the Subsidiaries of such RCA authorizationsthe Loan Parties. No person other than the Acquired Companies event has any right, title or interest (legal or beneficial) in or to, or any right or license occurred and is continuing which could reasonably be expected to use, the RCA Authorizations. The RCA authorizations have been granted to the Acquired Companies by Final Order and are in full force and effect. 3.18.3 Except as disclosed on Section 3.18.3 of the Disclosure Schedule, each of the Acquired Companies is in material compliance with the Communications Laws, including without limitation those relating to: (i) result in the Communications Assistance for Law Enforcement Act (CALEA); suspension, revocation, or termination of any such Material License or (ii) E-911 Phase I materially and Phase II compliance; (iii) number porting, number pooling and related number usage and utilization reports; (iv) Telecommunications Relay Service obligations; (v) universal service obligations; (vi) the payment of regulatory fees; (vii) Text Telephone Devices (TTY); (viii) the submission of quarterly, semi-annual, annual or other periodic reports or filings with the FCC or other Governmental Body or administrative body (e.g. the National Exchange Carrier Association (NECA) and the Universal Service Administrative Company (USAC)); (ix) compliance with the National Environmental Protection Act (NEPA) provisions applicable to telecommunications carriers; (x) compliance with adversely affect any spectrum clearing or incumbent relocation cost sharing obligations; (xi) compliance with FCC and FAA antenna registration and painting and lighting requirements; and (xii) compliance with the United States Fish and Wildlife Service antenna requirements. Except as disclosed on Section 3.18.2 rights of the Disclosure ScheduleLoan Parties or their respective Subsidiaries thereunder. No Authorized Officer of any Loan Party or any Subsidiary of any Loan Party has actual knowledge that any Material License will not be renewed in the ordinary course. Neither the Loan Parties nor any of their respective Subsidiaries are a party to any investigation, each notice of the Acquired Companies is in material compliance with all State Communications Lawsapparent liability, including without limitation those relating to: (i) compliance with the Alaska Fish and Wildlife Service antenna requirements; and (ii) compliance with the Alaska Department notice of Natural Resources antenna requirements. 3.18.4 There are no objectionsviolation, petitions to deny, complaints (formal order or informal) competing applications, investigation complaint issued by or letter of inquiry, or other proceedings pending before the FCC FCC, any PUC or any other applicable Governmental Body having jurisdiction over any of the Acquired Companies or the Telecom Licenses relating to any of the Acquired Companies or the Telecom Licenses. None of the Acquired Companies have received any notice of any claim of default Authority with respect to any Material License, and there are no proceedings pending by or before the FCC, any PUC or any other applicable Governmental Authority which would reasonably be expected to have a material and adverse effect on the validity of any Material License. (c) All of the Telecom Licenses. Except for proceedings affecting material properties, equipment and systems owned, leased, subleased or managed by the telecommunications industry generallyLoan Parties or their respective Subsidiaries are, and except as disclosed on Section 3.18.4 of the Disclosure Schedule, there is not pending or, (to the best knowledge of the SellersLoan Parties and their Subsidiaries) all such property, threatened against 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 in all material respects with all terms and conditions of the Acquired Companies Material Licenses and all standards or the Telecom Licenses rules imposed by any action, petition, objection Governmental Authority or other pleading, investigation or letter of inquiry, or as imposed under any proceeding agreements with the FCC or any other Governmental Body, which contests the validity of, or seeks the revocation, forfeiture, non-renewal modification or suspension of, the Telecom Licenses, or which would adversely affect BUS_RE\1394606.17 the ability telecommunications companies and customers. (d) Each of the Acquired Companies to consummate the transactions contemplated by this Agreement. 3.18.5 All documents Loan Parties and their respective Subsidiaries has made all material filings which are required to be filed in connection with by it, paid, or caused to be paid, all material franchise, license or other fees and charges related to the Telecom Material Licenses held by the Acquired Companies with the FCC or which have become due pursuant to any other Governmental Body have been timely filed or the time period for such filing has not lapsedauthorization, except where such failure to timely file would not reasonably be expected to result in the revocationconsent, cancellation, forfeiture, non-renewal or suspension of any authorization approval or license of, or the imposition registration or filing with, any Governmental Authority in respect of any monetary forfeiture. All of such filings were complete its business and correct in all material respects when filed. 3.18.6 None of the Acquired Companies are in breach or otherwise in violation of any FCC build-out requirements with respect to any of the FCC Licenses. Each FCC licensed station has been built out at least to the minimum extent made appropriate provision as is required by the Communications Laws. Any GAAP for any such fees and all FCC notifications or filings associated with the build-out were timely filed and were true complete and correct when filed. There has been no discontinuance of service subsequent to the completion of construction and certification that would cause any of the FCC Licenses to be deemed forfeited or automatically cancelled by the FCCcharges which have accrued. 3.18.7 The Acquired Companies all are eligible to receive funding from the federal Universal Service Fund (“USF”) program as RCA-designated eligible telecommunications carriers (“ETCs”) and are vendors to organizations that receive funding from the USF program. UUI and XXX (i) receive funding from the Alaska Universal Service Fund program, (ii) participate in the Alaska Exchange Carriers Association’s intrastate access charge pooling program and (iii) the National Exchange Carriers Association’s interstate access charge pooling program. UUI has received grants from the Rural Alaska Broadband Internet Access Program and both UUI and Unicom, Inc., have received grants and loans from Rural Utilities Services, an agency of the U.S. Department of Agriculture. XXX has received loans from CoBank, an entity affiliated with the U.S. Farm Credit System. Except as disclosed in Section 3.18.7 of the Disclosure Schedule, the preceding sentence represents a complete and accurate list of all government and government-affiliated funding, rate support, cost pooling, grant and low-cost credit programs in which the Acquired Companies participate (together the “Support Programs”). Except as set forth on Section 3.18.7 of the Disclosure Schedule, the Acquired Companies are in compliance with all conditions, covenants and other requirements of the Support Programs, are not under investigation for potential non-compliance (and have not been under such investigation since January 1, 2002), and do not face any regulatory, contractual, or other action that would jeopardize their continuing participation in such programs.