Common use of Conditions of the Initial Purchaser’s Obligation Clause in Contracts

Conditions of the Initial Purchaser’s Obligation. The obligations of the Initial Purchasers to purchase the Senior Subordinated Notes hereunder are subject to the following conditions: (a) At the time of execution of this Agreement and on the Closing Date, no order or decree preventing the use of the Offering Memorandum or any amendment or supplement thereto, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Act shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending or, to the knowledge of the Company or the Subsidiary Guarantors, be overtly contemplated. No stop order suspending the sale of the Senior Subordinated Notes in any jurisdiction designated by the Initial Purchasers shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending or, to the knowledge of the Company or the Subsidiary Guarantors, shall be contemplated. (b) Subsequent to the effective date of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting the financial condition, business, properties, net worth, or results of operations of the Company or the Subsidiaries not contemplated by the Offering Memorandum, which in the opinion of the Initial Purchasers, would materially adversely affect the market for the Senior Subordinated Notes, or (ii) any event or development relating to or involving the Company or any officer or director of the Company which makes any statement made in the Offering Memorandum untrue in any material respect or which, in the opinion of the Company and its counsel or the Initial Purchasers and their counsel, requires the making of any addition to or change in the Offering Memorandum in order to state a material fact required by any law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Offering Memorandum to reflect such event or development would, in the opinion of the Initial Purchasers, materially adversely affect the market for the Senior Subordinated Notes. (c) The Initial Purchasers shall have received on the Closing Date an opinion of Kirkxxxx & Xllix, xxunsel for the Company, dated the Closing Date and addressed to the Initial Purchasers, in substantially the form of Exhibit B hereto. (d) The Initial Purchasers shall have received on the Closing Date an opinion of Lathxx & Xatkxxx, xxunsel for the Initial Purchasers, dated the Closing Date, and addressed to the Initial Purchasers, with respect to the Offering Memorandum and such other related matters as the Initial Purchasers may reasonably request, and such counsel shall have received such certificates, documents and information as they may reasonably request to enable them to pass upon such matters. (e) The Initial Purchasers shall have received letters addressed to the Initial Purchasers, and dated the date hereof and the Closing Date, from Price Waterhouse LLP, independent certified public accountants, substantially in the forms heretofore approved by the Initial Purchasers. (i) There shall not have been any change in the capital stock of the Company and the Subsidiary Guarantors nor any material increase in the short-term or long-term debt of the Company and the Subsidiary Guarantors (other than in the ordinary course of business) from that set forth or contemplated in the Offering Memorandum (or any amendment or supplement thereto); (ii) there shall not have been, since the respective dates as of which information is given in the Offering Memorandum (or any amendment or supplement thereto), except as may otherwise be stated in the Offering Memorandum (or any amendment or supplement thereto), any material adverse change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries taken as a whole; (iii) the Company and the Subsidiaries shall not have any liabilities or obligations, direct or contingent (whether or not in the ordinary course of business), that are material to the Company and the Subsidiaries, taken as a whole, other than those reflected in the Offering Memorandum (or any amendment or supplement thereto); and (iv) all the representations and warranties of the Company and the Subsidiary Guarantors contained in this Agreement shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date, and the Initial Purchasers shall have received a certificate, dated the Closing Date and signed by the chief executive officer and the chief accounting officer of the Company and the Subsidiary Guarantors (or such other officers as are acceptable to the Initial Purchasers), to the effect set forth in this Section 7(f) and in Section 7(g) hereof. (g) The Company and the Subsidiary Guarantors shall not have failed at or prior to the Closing Date to have performed or complied with any of their agreements herein contained and required to be performed or complied with by them hereunder at or prior to the Closing Date. (h) There shall not have been any announcement by any "nationally recognized statistical rating organization," as defined for purposes of Rule 436(g) under the Act, that (i) it is downgrading its rating assigned to any class of securities of the Company, or (ii) it is reviewing its ratings assigned to any class of securities of the Company with a view to possible downgrading, or with negative implications, or direction not determined. (i) The Senior Subordinated Notes shall have been approved for trading on PORTAL.

Conditions of the Initial Purchaser’s Obligation. The obligations of the Initial Purchasers to purchase the Senior Subordinated Notes hereunder are subject to the following conditions: (a) At the time of execution of this Agreement and on the Closing Date, no order or decree preventing the use of the Offering Memorandum or any amendment or supplement thereto, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Act shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending or, to the knowledge of the Company or the Subsidiary Guarantors, be overtly contemplated. No stop order suspending the sale of the Senior Subordinated Notes in any jurisdiction designated by the Initial Purchasers shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending or, to the knowledge of the Company or the Subsidiary Guarantors, shall be contemplated. (b) Subsequent to the effective date of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting the financial condition, business, properties, net worth, or results of operations of the Company or the Subsidiaries not contemplated by the Offering Memorandum, which in the opinion of the Initial Purchasers, would materially adversely affect the market for the Senior Subordinated Notes, or (ii) any event or development relating to or involving the Company or any officer or director of the Company which makes any statement made in the Offering Memorandum untrue in any material respect or which, in the opinion of the Company and its counsel or the Initial Purchasers and their counsel, requires the making of any addition to or change in the Offering Memorandum in order to state a material fact required by any law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Offering Memorandum to reflect such event or development would, in the opinion of the Initial Purchasers, materially adversely affect the market for the Senior Subordinated Notes. (c) The Initial Purchasers shall have received on the Closing Date an opinion of Kirkxxxx Xxxxxxxx & XllixXxxxx, xxunsel counsel for the Company, dated the Closing Date and addressed to the Initial Purchasers, in substantially the form of Exhibit B hereto. (d) The Initial Purchasers shall have received on the Closing Date an opinion of Lathxx Xxxxxx & XatkxxxXxxxxxx, xxunsel counsel for the Initial Purchasers, dated the Closing Date, and addressed to the Initial Purchasers, with respect to the Offering Memorandum and such other related matters as the Initial Purchasers may reasonably request, and such counsel shall have received such certificates, documents and information as they may reasonably request to enable them to pass upon such matters. (e) The Initial Purchasers shall have received letters addressed to the Initial Purchasers, and dated the date hereof and the Closing Date, from Price Waterhouse PricewaterhouseCoopers LLP, independent certified public accountants, substantially in the forms heretofore approved by the Initial Purchasers. (i) There shall not have been any change in the capital stock of the Company and the Subsidiary Guarantors nor any material increase in the short-term or long-term debt of the Company and the Subsidiary Guarantors (other than in the ordinary course of business) from that set forth or contemplated in the Offering Memorandum (or any amendment or supplement thereto); (ii) there shall not have been, since the respective dates as of which information is given in the Offering Memorandum (or any amendment or supplement thereto), except as may otherwise be stated in the Offering Memorandum (or any amendment or supplement thereto), any material adverse change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries taken as a whole; (iii) the Company and the Subsidiaries shall not have any liabilities or obligations, direct or contingent (whether or not in the ordinary course of business), that are material to the Company and the Subsidiaries, taken as a whole, other than those reflected in the Offering Memorandum (or any amendment or supplement thereto); and (iv) all the representations and warranties of the Company and the Subsidiary Guarantors contained in this Agreement shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date, and the Initial Purchasers shall have received a certificate, dated the Closing Date and signed by the chief executive officer and the chief accounting officer of the Company and the Subsidiary Guarantors (or such other officers as are acceptable to the Initial Purchasers), to the effect set forth in this Section 7(f) and in Section 7(g) and 7(l) hereof. (g) The Company and the Subsidiary Guarantors shall not have failed at or prior to the Closing Date to have performed or complied with any of their agreements herein contained and required to be performed or complied with by them hereunder at or prior to the Closing Date. (h) There shall not have been any announcement by any "nationally recognized statistical rating organization," as defined for purposes of Rule 436(g) under the Act, that (i) it is downgrading downgrad ing its rating assigned to any class of securities of the Company, or (ii) it is reviewing its ratings assigned to any class of securities of the Company with a view to possible downgrading, or with negative implications, or direction not determined. (i) The Senior Subordinated Notes shall have been approved for trading on PORTAL. (k) The Company shall have furnished or caused to be furnished to the Initial Purchasers such further certificates and documents as the Initial Purchasers shall have requested. (l) Carl's Mid South Rent-All Center Incorporated shall be in good standing in its jurisdiction of incorporation, or the Company shall represent to the Initial Purchasers that Carl's Mid South Rent-All Center Incorporated is not a material subsidiary of the Company. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to the Initial Purchasers and counsel for the Initial Purchasers.

Conditions of the Initial Purchaser’s Obligation. The obligations obligation of the Initial Purchasers Purchaser to purchase and pay for the Senior Subordinated Notes hereunder are on the Closing Date will be subject to the accuracy of the representations and warranties on the part of each Sunnova NPA Party herein, the accuracy of the statements of officers of each Sunnova NPA Party made pursuant to the provisions hereof, to the performance by each Sunnova NPA Party of its obligations hereunder and to the following conditionsadditional conditions precedent: (a) At The Initial Purchaser shall have received a letter or letters of Ernst & Young LLP, in form and substance satisfactory to the time Initial Purchaser, confirming that they are certified independent public accountants and stating in effect that they have performed certain specified procedures, all of execution which have been agreed to by the Initial Purchaser, as a result of this Agreement which they determined that certain information of an accounting, financial, numerical or statistical nature, including, but not limited to, the numerical information contained under the heading “Credit Risk Retention”, set forth in the Preliminary Offering Circular, the Time of Sale Information and on the Closing Date, no order or decree preventing the use of the Offering Memorandum or any amendment or supplement thereto, or any order asserting Circular (including such documents that the transactions contemplated by this Agreement are subject to the registration requirements of the Act shall have been issued incorporated by reference therein) agrees with the accounting records of the Sunnova Entities, excluding any questions of legal interpretation. [***] = Certain information has been excluded from this exhibit because it is both not material and no proceedings for that purpose shall have been commenced or shall be pending or, would likely cause competitive harm to the knowledge of the Company or the Subsidiary Guarantors, be overtly contemplated. No stop order suspending the sale of the Senior Subordinated Notes in any jurisdiction designated by the Initial Purchasers shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending or, to the knowledge of the Company or the Subsidiary Guarantors, shall be contemplatedcompany if publicly disclosed. (b) Subsequent to the effective date execution and delivery of this Agreement, there shall not have occurred (i) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls (including, but not limited to, any adverse development as a result of the COVID-19 pandemic) as would, in the judgment of the Initial Purchaser, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Notes, whether in the primary market or in respect of dealings in the secondary market, or (ii) (A) any change, or any development or event involving a prospective change, in or affecting the financial condition, business, properties, net worth, or results of operations of the Company or the Subsidiaries not contemplated by the Offering Memorandum, which in the opinion of the Initial Purchasers, would materially adversely affect the market for the Senior Subordinated Notes, or (ii) any event or development relating to or involving the Company or any officer or director of the Company which makes any statement made in the Offering Memorandum untrue in any material respect or which, in the opinion of the Company and its counsel or the Initial Purchasers and their counsel, requires the making of any addition to or change in the Offering Memorandum in order to state a material fact required by any law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Offering Memorandum to reflect such event or development would, in the opinion of the Initial Purchasers, materially adversely affect the market for the Senior Subordinated Notes. (c) The Initial Purchasers shall have received on the Closing Date an opinion of Kirkxxxx & Xllix, xxunsel for the Company, dated the Closing Date and addressed to the Initial Purchasers, in substantially the form of Exhibit B hereto. (d) The Initial Purchasers shall have received on the Closing Date an opinion of Lathxx & Xatkxxx, xxunsel for the Initial Purchasers, dated the Closing Date, and addressed to the Initial Purchasers, with respect to the Offering Memorandum and such other related matters as the Initial Purchasers may reasonably request, and such counsel shall have received such certificates, documents and information as they may reasonably request to enable them to pass upon such matters. (e) The Initial Purchasers shall have received letters addressed to the Initial Purchasers, and dated the date hereof and the Closing Date, from Price Waterhouse LLP, independent certified public accountants, substantially in the forms heretofore approved by the Initial Purchasers. (i) There shall not have been any change in the capital stock of the Company and the Subsidiary Guarantors nor any material increase in the short-term or long-term debt of the Company and the Subsidiary Guarantors (other than in the ordinary course of business) from that set forth or contemplated in the Offering Memorandum (or any amendment or supplement thereto); (ii) there shall not have been, since the respective dates as of which information is given in the Offering Memorandum (or any amendment or supplement thereto), except as may otherwise be stated in the Offering Memorandum (or any amendment or supplement thereto), any material adverse change in the condition (financial or other), business, prospects, properties, net worth properties or results of operations of the Company and the Subsidiaries taken as a whole; (iii) the Company and the Subsidiaries shall not have any liabilities Sunnova Entity or obligations, direct or contingent (whether or not in the ordinary course of business), that are material to the Company and the Subsidiaries, taken as a whole, other than those reflected in the Offering Memorandum (or any amendment or supplement thereto); and (iv) all the representations and warranties of the Company and the Subsidiary Guarantors contained in this Agreement shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date, and the Initial Purchasers shall have received a certificate, dated the Closing Date and signed by the chief executive officer and the chief accounting officer of the Company and the Subsidiary Guarantors (or such other officers as are acceptable to the Initial Purchasers), to the effect set forth in this Section 7(f) and in Section 7(g) hereof. (g) The Company and the Subsidiary Guarantors shall not have failed at or prior to the Closing Date to have performed or complied with any of their agreements herein contained affiliates (including, but not limited to, any adverse development as a result of the COVID-19 pandemic), which, in the reasonable judgment of the Initial Purchaser, is material and required adverse and makes it impractical or inadvisable to be performed proceed with completion of the offering or complied with by them hereunder at the sale of and payment for the Notes; (B) any downgrading in the rating of any debt securities of any Sunnova Entities or prior to the Closing Date. (h) There shall not have been any announcement of their affiliates by any "nationally recognized statistical rating organization," as defined for purposes of Rule 436(g) , or any public announcement that any such organization has under the Act, that (i) it is downgrading surveillance or review its rating assigned to of any class of debt securities of any Sunnova Entity or any of their affiliates (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (C) any suspension or limitation of trading in securities generally on the CompanyNew York Stock Exchange or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of any Sunnova Entity or any of their affiliates on any exchange or in the over-the-counter market; (D) any banking moratorium declared by U.S. Federal or New York authorities; (E) any material disruption of clearing or settlement services in the United States, or (iiF) it any outbreak or escalation of major hostilities in which the United States is reviewing its ratings assigned to involved, any class declaration of securities war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the Company Initial Purchaser, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with a view to possible downgrading, completion of the offering or with negative implications, or direction not determinedsale of and payment for the Notes. (ic) The Senior Subordinated Notes shall have been approved duly authorized, executed, authenticated, delivered and issued, and each of the Transaction Documents shall have been duly authorized, executed and delivered by the respective parties thereto and shall be in full force and effect, and all conditions precedent contained in the Transaction Documents that are required to be satisfied on the Closing Date shall have been satisfied or waived. (d) The Initial Purchaser shall have received from counsel to each party to the Transaction Documents (except for trading on PORTAL.the Initial Purchaser and as otherwise provided), written opinions dated the Closing Date in form and substance satisfactory to the Initial Purchaser, covering such matters as the Initial Purchaser may reasonably request, subject to customary qualifications, including but not limited to the following:

Conditions of the Initial Purchaser’s Obligation. The obligations obligation of the Initial Purchasers Purchaser to purchase the Senior Subordinated Notes hereunder are is subject to the following conditions: (a) At the time of execution of this Agreement and on the Closing Date, no order or decree preventing the use of the Offering Memorandum or any amendment or supplement theretoMemorandum, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Act shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending or, to the knowledge of the Company or the Subsidiary GuarantorsCompany, be overtly contemplated. No stop order suspending the sale of the Senior Subordinated Notes in any jurisdiction designated by the Initial Purchasers Purchaser shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending or, to the knowledge of the Company or the Subsidiary GuarantorsCompany, shall be contemplated. (b) Subsequent to the effective date as of this Agreementwhich information is given in the Offering Memorandum, except as otherwise stated in the Offering Memorandum, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting the condition (financial conditionor other), business, properties, net worth, or results of operations of the Company or the its Subsidiaries not contemplated by the Offering Memorandum, which in the opinion of the Initial PurchasersPurchaser, would materially adversely affect the market for the Senior Subordinated Notes, or (ii) any event or development relating to or involving the Company Company, any of its Subsidiaries or any officer or director of the Company or any of its Subsidiaries which makes any statement made in the Offering Memorandum untrue in any material respect or which, in the opinion of the Company and its counsel or the Initial Purchasers Purchaser and their its counsel, requires the making of any addition to or change in the Offering Memorandum in order to state a material fact required by any law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Offering Memorandum to reflect such event or development would, in the opinion of the Initial PurchasersPurchaser, materially adversely affect the market for the Senior Subordinated Notes. (c) The Final Offering Memorandum shall have been printed and copies thereof distributed to the Initial Purchasers Purchaser in such quantities as shall have been previously specified by the Initial Purchaser not later than 9:00 A.M., New York City time, on June 30, 1998, or at such later date and time as the Initial Purchaser may approve in writing. (d) The Initial Purchaser shall have received on the Closing Date an opinion of Kirkxxxx & XllixBuchanan Ingersoll Professional Corxxxxxxxx, xxunsel xxxxxxx for the Company, dated the Closing Date and addressed to the Initial PurchasersPurchaser, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of its formation with full corporate power and authority to own its properties and conduct its business as described in the Offering Memorandum; (ii) This Agreement has been duly authorized, executed and delivered by the Company; (iii) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company; (iv) The Notes have been duly authorized and, when issued and delivered pursuant to this Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture and enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles and further except that (a) rights to contribution or indemnification may be limited by the laws, rules or regulations of any governmental authority or agency thereof or by public policy, and (b) waivers as to usury, stay or extension laws may be unenforceable; and the Notes and the Indenture conform in all material respects to the descriptions thereof in the Offering Memorandum; (v) The Indenture has been duly authorized, executed and delivered by the Company and will constitute a valid and legally binding instrument, enforceable in accordance with its terms against the Company, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles and further except that (a) rights to contribution or indemnification may be limited by the laws, rules or regulations of any governmental authority or agency thereof or by public policy, and (b) waivers as to usury, stay or extension laws may be unenforceable; (vi) The Registration Rights Agreement has been duly authorized by the Company and, when executed and delivered by the parties thereto, will constitute a valid and legally binding instrument, enforceable in accordance with its terms against the Company, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights, to general equity principles and further except that (a) rights to contribution or indemnification may be limited by the laws, rules or regulations of any governmental authority or agency thereof or by public policy and (b) waivers as to usury, stay or extension laws may be unenforceable; and the Registration Rights Agreement will conform in all material respects to the description thereof in the Offering Memorandum; (vii) The issue and sale of the Notes and the compliance by the Company with all of the provisions of the Notes, the Indenture, the Registration Rights Agreement and this Agreement and the consummation of the transactions herein and therein contemplated will not contravene the provisions of the certificate of incorporation and bylaws of the Company, or to the best of our knowledge, any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company; (viii) The statements set forth in the Offering Memorandum under the caption "Description of the Notes," insofar as they purport to constitute a summary of the terms of the Notes and the statements set forth in the Offering Memorandum under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources--Financing Activities," insofar as they purport to describe the debt instruments referred to therein are, when taken together with the other information included in the Offering Memorandum, accurate in all material respects; (ix) No registration of the Senior Notes under the Act, and no qualification of an indenture under the 1939 Act with respect thereto, is required for the offer, sale and initial resale of the Senior Notes by the Initial Purchaser in the manner contemplated by this Agreement; and (x) The Company is not an "investment company" or an entity "controlled" by an "investment company," as such terms are defined in the Investment Company Act. In addition, such counsel shall also state that such counsel has participated in conferences with officers and representatives of the Company, representatives of the independent public accountants for the Company and the Initial Purchaser at which the contents of the Offering Memorandum and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for and has not verified the accuracy, completeness or fairness of the statements contained in the Offering Memorandum, and has not made any independent check or verification thereof, on the basis of the foregoing (relying as to materiality to the extent such counsel deemed appropriate upon facts provided by officers and other representatives of the Company), no facts have come to the attention of such counsel that lead such counsel to believe that the Offering Memorandum, as of its date or as of the Closing Date, contained or contains any untrue statement of material fact or omitted or omits to state any material fact necessary to make the statements therein, in substantially the form light of Exhibit B heretothe circumstances under which they were made, not misleading (it being understood that such counsel need express no belief or opinion with respect to the financial statements and other financial and statistical data included therein). The opinion of such counsel may be limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States. (de) The Initial Purchasers Purchaser shall have received on the Closing Date an opinion of Lathxx & XatkxxxRandall D. Fisher, xxunsel for the Initial PurchasersEsq., dated the Closing Date, and addressed to the Initial Purchasers, with respect to the Offering Memorandum and such other related matters as the Initial Purchasers may reasonably request, and such counsel shall have received such certificates, documents and information as they may reasonably request to enable them to pass upon such matters. (e) The Initial Purchasers shall have received letters addressed to the Initial Purchasers, and dated the date hereof and the Closing Date, from Price Waterhouse LLP, independent certified public accountants, substantially in the forms heretofore approved by the Initial Purchasers. (i) There shall not have been any change in the capital stock of the Company and the Subsidiary Guarantors nor any material increase in the short-term or long-term debt of the Company and the Subsidiary Guarantors (other than in the ordinary course of business) from that set forth or contemplated in the Offering Memorandum (or any amendment or supplement thereto); (ii) there shall not have been, since the respective dates as of which information is given in the Offering Memorandum (or any amendment or supplement thereto), except as may otherwise be stated in the Offering Memorandum (or any amendment or supplement thereto), any material adverse change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries taken as a whole; (iii) the Company and the Subsidiaries shall not have any liabilities or obligations, direct or contingent (whether or not in the ordinary course of business), that are material to the Company and the Subsidiaries, taken as a whole, other than those reflected in the Offering Memorandum (or any amendment or supplement thereto); and (iv) all the representations and warranties of the Company and the Subsidiary Guarantors contained in this Agreement shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date, and the Initial Purchasers shall have received a certificateGeneral Coxxxxx xx xxx Xxxxany, dated the Closing Date and signed by addressed to the chief executive officer and Initial Purchaser to the chief accounting officer effect that: (i) Except as set forth in the Offering Memorandum, each of the Company and its Subsidiaries has all of the Subsidiary Guarantors licenses, permits, franchises and authorizations, if any, required by the relevant governmental authorities of each of New York, Virginia, Pennsylvania, Ohio, New Jersey, Massachusetts, New Hampshire, Vermont, Michigan and Connecticut and/or its political subdivisions for the provision of cable television service (or as such other officers as are acceptable to the Initial Purchasers), to the effect set forth in this Section 7(f) and in Section 7(g) hereof. (g) The Company and the Subsidiary Guarantors shall not have failed at or prior to the Closing Date to have performed or complied with any of their agreements herein contained and required counsel understands service to be performed or complied with by them hereunder at or prior to the Closing Date. (h) There shall not have been any announcement by any "nationally recognized statistical rating organization," as defined for purposes provided which may be based on a certificate of Rule 436(g) under the Act, that (i) it is downgrading its rating assigned to any class of securities an officer of the Company, or (ii) it is reviewing its ratings assigned to any class of securities of provided that such counsel shall state that they believe that both the Company with a view to possible downgrading, or with negative implications, or direction not determined. (i) The Senior Subordinated Notes shall have been approved for trading Initial Purchaser and he are justified in relying on PORTAL.such

Conditions of the Initial Purchaser’s Obligation. The obligations of the Initial Purchasers to purchase the Senior Subordinated Notes hereunder are subject to the following conditions: (a) At the time of execution of this Agreement and on the Closing Date, no order or decree preventing the use of the Offering Memorandum or any amendment or supplement thereto, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Act shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending or, to the knowledge of the Company or the Subsidiary Guarantors, be overtly contemplated. No stop order suspending the sale of the Senior Subordinated Notes in any jurisdiction designated by the Initial Purchasers shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending or, to the knowledge of the Company or the Subsidiary Guarantors, shall be contemplated. (b) Subsequent to the effective date of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting the financial condition, business, properties, net worth, or results of operations of the Company or the Subsidiaries not contemplated by the Offering Memorandum, which in the opinion of the Initial Purchasers, would materially adversely affect the market for the Senior Subordinated Notes, or (ii) any event or development relating to or involving the Company or any officer or director of the Company which makes any statement made in the Offering Memorandum untrue in any material respect or which, in the opinion of the Company and its counsel or the Initial Purchasers and their counsel, requires the making of any addition to or change in the Offering Memorandum in order to state a material fact required by any law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Offering Memorandum to reflect such event or development would, in the opinion of the Initial Purchasers, materially adversely affect the market for the Senior Subordinated Notes. (c) The Initial Purchasers shall have received on the Closing Date an opinion of Kirkxxxx Xxxxxxxx & XllixXxxxx, xxunsel counsel for the Company, dated the Closing Date and addressed to the Initial Purchasers, in substantially the form of Exhibit B hereto. (d) The Initial Purchasers shall have received on the Closing Date an opinion of Lathxx Xxxxxx & XatkxxxXxxxxxx, xxunsel counsel for the Initial Purchasers, dated the Closing Date, and addressed to the Initial Purchasers, with respect to the Offering Memorandum and such other related matters as the Initial Purchasers may reasonably request, and such counsel shall have received such certificates, documents and information as they may reasonably request to enable them to pass upon such matters. (e) The Initial Purchasers shall have received letters addressed to the Initial Purchasers, and dated the date hereof and the Closing Date, from Price Waterhouse PricewaterhouseCoopers LLP, independent certified public accountants, substantially in the forms heretofore approved by the Initial Purchasers. (i) There shall not have been any change in the capital stock of the Company and the Subsidiary Guarantors nor any material increase in the short-term or long-term debt of the Company and the Subsidiary Guarantors (other than in the ordinary course of business) from that set forth or contemplated in the Offering Memorandum (or any amendment or supplement thereto); (ii) there shall not have been, since the respective dates as of which information is given in the Offering Memorandum (or any amendment or supplement thereto), except as may otherwise be stated in the Offering Memorandum (or any amendment or supplement thereto), any material adverse change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries taken as a whole; (iii) the Company and the Subsidiaries shall not have any liabilities or obligations, direct or contingent (whether or not in the ordinary course of business), that are material to the Company and the Subsidiaries, taken as a whole, other than those reflected in the Offering Memorandum (or any amendment or supplement thereto); and (iv) all the representations and warranties of the Company and the Subsidiary Guarantors contained in this Agreement shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date, and the Initial Purchasers shall have received a certificate, dated the Closing Date and signed by the chief executive officer and the chief accounting officer of the Company and the Subsidiary Guarantors (or such other officers as are acceptable to the Initial Purchasers), to the effect set forth in this Section 7(f) and in Section 7(g) and 7(l) hereof. (g) The Company and the Subsidiary Guarantors shall not have failed at or prior to the Closing Date to have performed or complied with any of their agreements herein contained and required to be performed or complied with by them hereunder at or prior to the Closing Date. (h) There shall not have been any announcement by any "nationally recognized statistical rating organization," as defined for purposes of Rule 436(g) under the Act, that (i) it is downgrading its rating assigned to any class of securities of the Company, or (ii) it is reviewing its ratings assigned to any class of securities of the Company with a view to possible downgrading, or with negative implications, or direction not determined. (i) The Senior Subordinated Notes shall have been approved for trading on PORTAL.

Conditions of the Initial Purchaser’s Obligation. The obligations obligation of the Initial Purchasers to purchase the Senior Subordinated Notes and the Shares hereunder are is subject to the following conditions: (a) : At the time of execution of this Agreement and on the Closing Date, no order or decree preventing the use of the Offering Memorandum or any amendment or supplement theretoMemorandum, or any order asserting that the sale of the Convertible Preferred Stock or the transactions contemplated by this Agreement are subject to the registration requirements of the Act shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending or, to the knowledge of the Company or the Subsidiary GuarantorsCompany, be overtly contemplated. No stop order suspending the sale of the Senior Subordinated Notes or the Shares in any jurisdiction designated by the Initial Purchasers shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending or, to the knowledge of the Company or the Subsidiary GuarantorsCompany, shall be contemplated. (b) . Subsequent to the effective date as of this Agreementwhich information is given in the Offering Memorandum, except as otherwise stated in the Offering Memorandum, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting the condition (financial conditionor other), business, properties, net worth, or results of operations of the Company or the its Subsidiaries not contemplated by the Offering Memorandum, which in the opinion of the Initial Purchasers, would materially adversely affect the market for the Senior Subordinated NotesNotes or the Shares, or (ii) any event or development relating to or involving the Company Company, any of its Subsidiaries or any officer or director of the Company or any of its Subsidiaries which makes any statement made in the Offering Memorandum untrue in any material respect or which, in the opinion of the Company and its counsel or the Initial Purchasers and their counsel, requires the making of any addition to or change in the Offering Memorandum in order to state a material fact required by any law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Offering Memorandum to reflect such event or development would, in the opinion of the Initial Purchasers, materially adversely affect the market for the Senior Subordinated Notes. (c) Securities. The Offering Memorandum shall have been printed and copies thereof distributed to the Initial Purchasers in such quantities as shall have been previously specified by the Initial Purchasers not later than 9:00 A.M., New York City time, on July 2, 1997, or at such later date and time as the Initial Purchasers may approve in writing. The Initial Purchasers shall have received on the Closing Date an opinion of Kirkxxxx & XllixBuchanan Ingersoll Profexxxxxxx Cxxxxxxxxxn, xxunsel counsel for the Company, dated the Closing Date and addressed to the Initial Purchasers, to the effect that: The Company has been duly incorporated and is validly existing as a corporation in substantially good standing under the form laws of Exhibit B hereto. the state of its formation with full corporate power and authority to own its properties and conduct its business as described in the Offering Memorandum; This Agreement has been duly authorized, executed and delivered by the Company; The Registration Rights Agreements have been duly authorized, executed and delivered by the Company; The Notes have been duly authorized and, when issued and delivered pursuant to this Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture and enforceable against the Company in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles and further except that (da) The Initial Purchasers shall have received on rights to contribution or indemnification may be limited by the Closing Date an opinion laws, rules or regulations of Lathxx & Xatkxxx, xxunsel for the Initial Purchasers, dated the Closing Dateany governmental authority or agency thereof or by public policy, and addressed (b) waivers as to usury, stay or extension laws may be unenforceable; and the Notes and the Indenture conform in all material respects to the Initial Purchasersdescriptions thereof in the Offering Memorandum; The Indenture has been duly authorized, executed and delivered by the Company and will constitute a valid and legally binding instrument enforceable in accordance with its terms against the Company, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles and further except that (a) rights to contribution or indemnification may be limited by the laws, rules or regulations of any governmental authority or agency thereof or by public policy, and (b) waivers as to usury, stay or extension laws may be unenforceable; The shares of Exchangeable Preferred Stock have been duly authorized and, when issued and delivered pursuant to this Agreement and the purchase agreement with respect to the Offering Memorandum Highland Shares, will have been duly and such other related matters as the Initial Purchasers may reasonably requestvalidly issued, will be fully paid and non-assessable, and such counsel shall have received such certificates, documents and information as they may reasonably request to enable them to pass upon such matters. (e) The Initial Purchasers shall have received letters addressed will be entitled to the Initial Purchasersrights, privileges and dated the date hereof and the Closing Date, from Price Waterhouse LLP, independent certified public accountants, substantially preferences set forth in the forms heretofore approved by Certificate of Designations which, together with the Initial Purchasers. (i) There shall not have been any change in the capital stock of the Company and the Subsidiary Guarantors nor any material increase in the short-term or long-term debt of the Company and the Subsidiary Guarantors (other than in the ordinary course of business) from that set forth or contemplated in the Offering Memorandum (or any amendment or supplement thereto); (ii) there shall not have beenPreferred Stock, since the respective dates as of which information is given in the Offering Memorandum (or any amendment or supplement thereto), except as may otherwise be stated in the Offering Memorandum (or any amendment or supplement thereto), any material adverse change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries taken as a whole; (iii) the Company and the Subsidiaries shall not have any liabilities or obligations, direct or contingent (whether or not in the ordinary course of business), that are material to the Company and the Subsidiaries, taken as a whole, other than those reflected in the Offering Memorandum (or any amendment or supplement thereto); and (iv) all the representations and warranties of the Company and the Subsidiary Guarantors contained in this Agreement shall be true and correct conform in all material respects on and as of to the date hereof and on and as of descriptions thereof in the Closing Date as if made on and as of Offering Memorandum; the Closing Date, and the Initial Purchasers shall have received a certificate, dated the Closing Date and signed by the chief executive officer and the chief accounting officer stockholders of the Company have no preemptive rights with respect to the issuance of the Exchangeable Preferred Stock; and the Subsidiary Guarantors (or such other officers as are acceptable Certificate of Designations has been duly authorized and executed by the Company and filed with the appropriate authorities; The shares of Convertible Preferred Stock have been duly authorized and, when issued and delivered pursuant to the Initial Purchasers)purchase agreement in respect thereof, will have been duly and validly issued, will be fully paid and non-assessable, and will be entitled to the effect rights, privileges and preferences set forth in this Section 7(f) the Convertible Preferred Stock Certificate of Designations which, together with the Convertible Preferred Stock, conform in all material respects to the descriptions thereof in the Offering Memorandum; the stockholders of the Company have no preemptive rights with respect to the issuance of the Convertible Preferred Stock; the Convertible Preferred Stock Certificate of Designations has been duly authorized and in Section 7(g) hereof. (g) The executed by the Company and filed with the Subsidiary Guarantors shall not appropriate authorities. The Debentures have failed at or prior been duly authorized and, when issued and delivered pursuant to the Closing Date to Certificate of Designations, will have performed or complied with any been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of their agreements herein contained and required to be performed or complied with by them hereunder at or prior the Company entitled to the Closing Date. benefits provided by the Exchange Indenture and enforceable against the Company in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles and further except that (ha) There shall not rights to contribution or indemnification may be limited by the laws, rules or regulations of any governmental authority or agency thereof or by public policy, and (b) waivers as to usury, stay or extension laws may be unenforceable; and the Debentures and the Exchange Indenture conform in all material respects to the descriptions thereof in the Offering Memorandum; The Exchange Indenture has been duly authorized, and when executed and delivered by the Company will constitute a valid and legally binding instrument enforceable in accordance with its terms against the Company, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles and further except that (a) rights to contribution or indemnification may be limited by the laws, rules or regulations of any governmental authority or agency thereof or by public policy, and (b) waivers as to usury, stay or extension laws may be unenforceable; The Registration Rights Agreements have been any announcement duly authorized by any "nationally recognized statistical rating organization," the Company and, when executed and delivered by the parties thereto, will constitute valid and legally binding instruments, enforceable in accordance with their terms against the Company, subject, as defined for purposes to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws of Rule 436(g) under the Actgeneral applicability relating to or affecting creditors' rights, to general equity principles and further except that (ia) it is downgrading its rating assigned rights to contribution or indemnification may be limited by the laws, rules or regulations of any class governmental authority or agency thereof or by public policy and (b) waivers as to usury, stay or extension laws may be unenforceable; and the Registration Rights Agreements conform in all material respects to the descriptions thereof in the Offering Memorandum; The issue and sale of securities the Convertible Preferred Stock, the Notes and the Preferred Stock and the compliance by the Company with all of the provisions of the Convertible Preferred Stock and the documents executed in connection with the sale thereof, the Notes and the Preferred Stock, the Certificate of Designations, the Indenture, the Registration Rights Agreements, this Agreement and the documents executed in connection with the sale of the Highland Shares and the consummation of the transactions herein and therein contemplated will not contravene the provisions of the certificate of incorporation and bylaws of the Company, or to the best of our knowledge, any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, except as may be required by (iix) it is reviewing its ratings assigned the Hart-Scott Rodino Act, (x) xexxxxx xx xxxte securities laws and regulations and (z) the laws, orders, regulations or requirements regarding, or governmental authorizations to any class of securities own or operate, cable television systems or competitive local exchange carrier networks and related facilities under federal, state or local law, and similar laws or regulations, in each case in connection with the conversion of the Company with a view to possible downgrading, or with negative implications, or direction not determined. (i) The Senior Subordinated Notes shall have been approved for trading on PORTAL.Convertible Preferred Stock into Class A Common Stock;