Common use of Conditions to the Obligations of the Purchasers Clause in Contracts

Conditions to the Obligations of the Purchasers. The obligations of the Purchasers to purchase the Senior Notes shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof and as of the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Company shall have furnished to the Purchasers the opinion of Xxxxx X. Xxxxx, Chief Securities Counsel for the Company, dated the Closing Date, in the form attached hereto as Exhibit A. (b) The Purchasers shall have received from their counsel such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Senior Notes, the Senior Notes Indenture and other related matters as the Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents as it requests for the purpose of enabling it to pass upon such matters. (c) The Company shall have furnished to the Purchasers a certificate of the Company, signed by any Senior Vice President or Executive Vice President of the Company, dated the Closing Date, in the form attached hereto as Exhibit B. (d) At or prior to the Closing Date, the Purchasers shall be in possession of the Junior Notes. If (i) any of the conditions specified in this Section 5 shall not have been fulfilled when and as provided in this Senior Notes Purchase Agreement, or (ii) any of the opinions and certificates mentioned above or elsewhere in this Senior Notes Purchase Agreement shall not be reasonably satisfactory in form and substance to the Purchasers and its counsel, this Senior Notes Purchase Agreement and all obligations of the Purchasers hereunder may be cancelled on, or at any time prior to, the Closing Date by the Purchasers. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

Conditions to the Obligations of the Purchasers. The obligations of the several Purchasers to purchase the Senior Notes shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of at the date hereof and as of the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its their obligations hereunder and to the following additional conditions: (a) The Company shall have furnished to the Purchasers in form and substance satisfactory to the Purchasers, the opinion of Xxxxx X. XxxxxXxxxxxx, Chief Securities Esq., General Counsel to the Company, dated the Closing Date, to the effect set forth hereto as Exhibit A-1 and the opinion of Faegre Xxxxx Xxxxxxx LLP, Counsel for the Company, dated the Closing Date, in to the form attached effect set forth hereto as Exhibit A.A-2. (b) The Purchasers shall have received from their counsel such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Senior Notes, the Senior Notes Indenture and such other related matters as the Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents as it requests reasonably requires for the purpose of enabling it to pass upon such matters. (c) The Company shall have furnished to the Purchasers a certificate signed on behalf of the Company, signed Company by any Senior Vice President an executive officer of the Company and a principal financial or Executive Vice President accounting officer of the Company, dated the Closing Date, in the form attached hereto as Exhibit B. (d) At or prior to the Closing Date, the Purchasers shall be in possession of the Junior NotesSubordinated Notes purchased by such Purchasers pursuant to the Subordinated Note Purchase Agreement. If (i) any of the conditions specified in this Section 5 shall not have been fulfilled when and as provided in this Senior Notes Purchase Exchange Agreement, or (ii) any of the opinions and certificates mentioned above or elsewhere in this Senior Notes Purchase Exchange Agreement shall not be reasonably satisfactory in form and substance to the Purchasers and its their counsel, this Senior Notes Purchase Exchange Agreement and all obligations of the Purchasers hereunder may be cancelled on, or at any time prior to, the Closing Date by the Purchasers. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

Conditions to the Obligations of the Purchasers. The obligations ----------------------------------------------- of the Purchasers to purchase the Senior Notes Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof Execution Time and as of the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Company shall have furnished to the Purchasers the opinion of Xxxxx X. Xxxxx, Chief Securities Counsel counsel for the Company, dated the Closing Date, substantially in the form attached hereto as of Exhibit A.C. (b) The Purchasers shall have received from their counsel such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Senior Notes, the Senior Notes Indenture and other related matters as the Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents as it requests for the purpose of enabling it to pass upon such matters. (c) The Company shall have furnished to the Purchasers a certificate the opinion of Xxxxxxx Berlin Shereff Xxxxxxxx, LLP, special counsel to the Company, signed by any Senior Vice President or Executive Vice President of the CompanyCompany on regulatory matters, dated the Closing Date, in the form attached hereto as Exhibit B. (d) At or prior to the Closing Date, the Purchasers shall be in possession of the Junior Notes. If effect that: (i) the statements in or incorporated by reference in the Final Memorandum under the headings "Risk Factors - Competition," "Risk Factors - PCS System Implementation Risks," "Risk Factors - Regulation," "Business - Business Strategy," "Business - Market Potential," "Business - Expansion of Certain Facilities-based Services," "Business - Wireless Services," "Business - Competition" and "Business - Regulation" fairly and accurately summarize the laws, case law, rules, regulations and orders of the Federal Communications Commission ("FCC") and the comparable state regulatory agencies or bodies with direct regulatory jurisdiction over telecommunications matters in the states in which the Company and any of the conditions specified in this Section 5 shall Subsidiaries provide intrastate services (the "State Regulatory Agencies") except for such changes with respect to such laws, case law, rules, regulations and orders which could not have been fulfilled when and as provided in this Senior Notes Purchase Agreementa material adverse effect on the Company and, or (ii) any of the opinions and certificates mentioned above or elsewhere in this Senior Notes Purchase Agreement shall not be reasonably satisfactory in form and substance to the Purchasers and its best knowledge of such counsel, this Senior Notes Purchase Agreement the statements in or incorporated by reference in the Final Memorandum under the headings "Risk Factors - Dependence on Regional Xxxx Operating Companies," "Risk Factors - US WEST Centrex Action and all obligations of Other Actions by US WEST," "Business - Current Products and Services" and "Business - Legal Proceedings" fairly and accurately summarize the Purchasers hereunder may be cancelled on, or at any time prior to, the Closing Date by the Purchasers. Notice of such cancellation shall be given legal proceedings set forth therein with respect to the Company US WEST Centrex Action (as defined in writing or incorporated by telephone or facsimile confirmed reference in writing.the Final Memorandum) and the action against US WEST Communications, Inc. concerning the processing of orders except for such changes with respect to such legal proceedings and action which could not have a material adverse effect on the Company;

Conditions to the Obligations of the Purchasers. The obligations of the several Purchasers to purchase the Senior Notes shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of at the date hereof and as of the Closing Date, to the accuracy of the statements of the Company or the Guarantor made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Guarantor of its their obligations hereunder and to the following additional conditions: (a) The Company Guarantor shall have furnished to the Purchasers in form and substance satisfactory to the Purchasers, the opinion of Xxxxx Xxxxxxxxx X. Xxxxx, Chief Securities Counsel Esq., Senior Counsel, or such other counsel for the CompanyCompany and the Guarantor as may be acceptable to the Purchasers, dated the Closing Date, in to the form attached effect set forth hereto as Exhibit A.A-1, and the opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date, to the effect set forth hereto as Exhibit A-2. (b) The Purchasers shall have received from their counsel such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Senior Notes, the issuance of the Guarantees, the Senior Notes Indenture and other related matters as the Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents as it requests for the purpose of enabling it to pass upon such matters. (c) The Company Guarantor shall have furnished to the Purchasers a certificate of the CompanyController and the Treasurer or Assistant Treasurer of the Guarantor, signed by any Senior Vice President and of the President, the Treasurer or Executive Vice President the Assistant Treasurer of the Company, dated the Closing Date, in the form forms attached hereto as Exhibit B. (d) At or prior to the Closing Date, the Purchasers shall be in possession of the Junior NotesNotes purchased by such Purchasers pursuant to the Junior Note Purchase Agreement, dated the date hereof. If (i) any of the conditions specified in this Section 5 shall not have been fulfilled when and as provided in this Senior Notes Purchase Agreement, or (ii) any of the opinions and certificates mentioned above or elsewhere in this Senior Notes Purchase Agreement shall not be reasonably satisfactory in form and substance to the Purchasers and its their counsel, this Senior Notes Purchase Agreement and all obligations of the Purchasers hereunder may be cancelled on, or at any time prior to, the Closing Date by the Purchasers. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

Conditions to the Obligations of the Purchasers. The respective obligations of the Purchasers to purchase effect the Senior Notes shall be Transaction contemplated hereby are subject to the accuracy satisfaction on or prior to the Closing Date of the representations and warranties on the part of the Company contained herein as of the date hereof and as of the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Company representations of STC and Holdings contained in this Agreement or in any other document delivered pursuant hereto shall be true and correct (except to the extent that any breaches thereof, whether individually or in the aggregate, would not have a Material Adverse Effect) on and as of the Closing Date with the same effect as if made on and as of the Closing Date (except to the extent such representations specifically related to an earlier date, in which case such representations shall be true and correct as of such earlier date). (b) Each of the covenants and obligations of STC or Holdings to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have furnished been duly performed in all material respects on or before the Closing Date. (c) On the Closing Date, the Seller Group shall have delivered the following to the Purchasers Purchasers: (i) A stock certificate duly executed by an authorized officer of the opinion Company representing the U.S. Stock purchased by Itron and a stock certificate duly executed by an authorized officer of Xxxxx X. Xxxxx, Chief Securities Counsel the Joint Venture representing the Taiwan Stock purchased by Itron; (ii) A certificate of good standing for the Company, executed by the Secretary of State of the State of Delaware; (iii) Duly executed copies of the Amendment and Termination of Manufacturing and Support Services Agreement, the Amended and Restated Technology Transfer and License Agreement and the Supplemental Agreement; (iv) A copy of this Agreement and the other Ancillary Agreements to which they are a party executed by the Company, the Joint Venture, the Non-U.S. Affiliates, and STC, as applicable; (v) A duly executed Xxxx of Sale and Assumption Agreement and such other agreements as may be required under applicable Laws with respect to the Transferred Assets to be acquired by the Purchasers hereunder, including executed consents to assignment of the Assumed Contracts requiring such consents to assignment; (vi) Opinions of counsel to STC and the Company dated the Closing Date, addressed to Itron, in substantially the form of Exhibit G hereto; (vii) A certificate of each member of the Seller Group and the Company, dated as of the Closing Date and signed by an officer or director of each member of the Seller Group or the Company, as applicable, in substantially the form of Exhibit H hereto; (viii) A Certificate of Non-Foreign Status duly executed by an authorized officer of the seller of the U.S. Stock; and (ix) All other documents required by the terms of this Agreement to be delivered to the Purchasers on the Closing Date. (d) The members of the Seller Group shall have entered into a Transition Services Agreement in the form attached hereto of Exhibit E hereto. STC, on behalf of itself and its Affiliates, hereby acknowledges that, as Exhibit A.of the Closing Date, the Contribution Agreement (x) shall be superceded by this Agreement and the Ancillary Agreements with respect to Itron’s and its Affiliates’ obligations vis-à-vis STC and its Affiliates set forth herein and therein and (y) shall not expand on such obligations in any manner. (be) The Purchasers shall have received from their counsel such opinion or opinions, dated the Closing Date, with respect to the issuance and sale proceeds of the Senior Notes, the Senior Notes Indenture financing described in Exhibit 4.4 on terms and other related matters as the Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents as it requests for the purpose of enabling it to pass upon such mattersconditions no less favorable than those described in Exhibit 4.4. (c) The Company shall have furnished to the Purchasers a certificate of the Company, signed by any Senior Vice President or Executive Vice President of the Company, dated the Closing Date, in the form attached hereto as Exhibit B. (d) At or prior to the Closing Date, the Purchasers shall be in possession of the Junior Notes. If (i) any of the conditions specified in this Section 5 shall not have been fulfilled when and as provided in this Senior Notes Purchase Agreement, or (ii) any of the opinions and certificates mentioned above or elsewhere in this Senior Notes Purchase Agreement shall not be reasonably satisfactory in form and substance to the Purchasers and its counsel, this Senior Notes Purchase Agreement and all obligations of the Purchasers hereunder may be cancelled on, or at any time prior to, the Closing Date by the Purchasers. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

Conditions to the Obligations of the Purchasers. The obligations of the Purchasers to purchase the Senior Notes hereunder shall be subject subject, in their discretion, to the accuracy of the condition that all representations and warranties on the part and other statements of the Company contained Issuers herein are, at and as of the date hereof and as the Time of Delivery, true and correct, the Closing Date, to condition that the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its Issuers shall have performed all their obligations hereunder theretofore to be performed, and to the following additional conditions: (a) The Company shall have furnished to the Purchasers the opinion of Xxxxx X. Xxxxx, Chief Securities Counsel for the Company, dated the Closing Date, in the form attached hereto as Exhibit A. (b) The Purchasers shall have received from their Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Purchasers, such opinion or opinions, dated the Closing DateTime of Delivery and addressed to the Purchasers, with respect to the issuance and sale of the Senior Notes, Notes and the Senior Notes Indenture and other related matters as the Purchasers may reasonably require, and the Company Issuers shall have furnished to such counsel such documents as it requests they request for the purpose of enabling it them to pass upon such matters. (cb) The Company Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Issuers, shall have furnished to you their written opinions, dated the Purchasers a certificate Time of Delivery, substantially in the form of Exhibit B hereto. (c) Xxxx, Raywid & Xxxxxxxxx, L.L.P., special regulatory counsel to the Issuers, shall have furnished to you their written opinion, dated the Time of Delivery, substantially in the form of Exhibit C hereto. (d) Xxxxx Xxxxxx, Esq., General Counsel of the Company, signed by any Senior Vice President or Executive Vice President shall have furnished to you his written opinion, dated as of the Time of Delivery, substantially in the form of Exhibit D hereto. (e) On the date of this agreement and on the Closing Date, KPMG LLP shall have furnished to you, at the request of the Company, letters, dated the Closing Daterespective dates of delivery thereof and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to you, containing statements and information of the form attached hereto as Exhibit B. (d) At type customarily included in accountants’ "comfort letters" to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Time of Sale Information and the Offering Memorandum; provided that the letter delivered on the Closing Date shall use a "cut-off" date no more than three business days prior to the Closing Date, the Purchasers shall be in possession of the Junior Notes. If ; (i) None of the Issuers, any of the conditions specified Parent Companies or any of the Issuers’ subsidiaries shall have sustained since the date of the latest audited financial statements included in each of the Time of Sale Information and the Offering Memorandum any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any court or governmental action, order or decree, otherwise than as set forth or contemplated in each of the Time of Sale Information and the Offering Memorandum, and (ii) since the respective dates as of which information is given in each of the Time of Sale Information and the Offering Memorandum (for clarification purposes, this Section 5 excludes any amendment or supplement to the Offering Memorandum on or after the date of this Agreement) there shall not have been fulfilled when any change in the capital stock, limited liability company interests, partnership interests or long-term debt of the Issuers or any of their subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ or members’ equity, or results of operations of the Issuers and their subsidiaries, otherwise than as provided set forth or contemplated in this Senior Notes Purchase Agreementeach of the Time of Sale Information and the Offering Memorandum, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of a majority in interest of the Purchasers so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Notes on the terms and in the manner contemplated in this Agreement, the Time of Sale Information and the Offering Memorandum; (g) Subsequent to the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Notes or any other debt securities or preferred stock issued or guaranteed by the Issuers by any "nationally recognized statistical rating organization," as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Act; and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Notes or of any other debt securities or preferred stock issued or guaranteed by the Issuers (other than an announcement with positive implications of a possible upgrading or an announcement which reaffirms, reiterates or restates the substance of any announcement made prior to the date hereof); (h) On or after the date hereof there shall not have occurred any of the opinions and certificates mentioned above following: (i) a suspension or elsewhere material limitation in trading in securities generally on the New York Stock Exchange or on the Nasdaq National Market; (ii) a suspension or material limitation in trading in CCI’s Class A common stock on the Nasdaq National Market, (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities; or (iv) the outbreak or escalation of hostilities or the declaration of a national emergency or war or the occurrence of any other calamity or crisis, if the effect of any such event specified in this Senior Notes Purchase Agreement shall not be reasonably satisfactory clause (iv) in form and substance to the Purchasers and its counsel, this Senior Notes Purchase Agreement and all obligations judgment of the Purchasers hereunder may makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Notes on the terms and in the manner contemplated in each of the Time of Sale Information and the Offering Memorandum; (i) The Notes shall have been designated for trading on PORTAL and shall be cancelled oneligible for clearance and settlement through DTC; and (j) The Issuers shall have furnished or caused to be furnished to you at the Time of Delivery certificates of officers of each Issuer satisfactory to you as to the accuracy of the representations and warranties of the Issuers herein at and as of such Time of Delivery, or at any time prior to, as to the Closing Date performance by the Purchasers. Notice Issuers of all their obligations hereunder to be performed at or prior to such cancellation shall be given Time of Delivery, as to the Company matters set forth in writing or by telephone or facsimile confirmed in writingsubsections (g) and (h) of this Section 8 and as to such other matters as you may reasonably request.

Conditions to the Obligations of the Purchasers. The obligations of the several Purchasers to purchase the Senior New Notes shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of at the date hereof and as of the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its their obligations hereunder and to the following additional conditions: (a) The Company shall have furnished to the Purchasers in form and substance satisfactory to the Purchasers, the opinion of Xxxxx X. Xxxxxthe Company’s Vice President, Chief Securities Counsel Legal Officer and Assistant Corporate Secretary, or such other counsel for the Company as may be acceptable to the Purchasers, dated the Closing Date, substantially to the effect set forth hereto as Exhibit B-1, the opinion of Xxxxxxx LLP, dated the Closing Date, substantially to the effect set forth hereto as Exhibit B-2, and the opinion of Spain & Xxxxxx, LLC, local counsel for Spire Alabama Inc., an Alabama corporation that is an indirect wholly owned subsidiary of the Company, dated the Closing Date, in substantially to the form attached effect set forth hereto as Exhibit A.B-3. (b) The Purchasers shall have received from their counsel such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Senior New Notes, the Senior New Notes Indenture and such other related matters as the Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents as it requests for the purpose of enabling it to pass upon such matters. (c) The Company shall have furnished to the Purchasers a certificate signed on behalf of the CompanyCompany by the President, signed by any an Executive Vice President or a Senior Vice President of the Company and the Chief Financial Officer or Executive Vice President principal accounting officer of the Company, dated the Closing Date, in the form attached hereto as Exhibit B.C. (d) At or prior to the Closing Date, the Purchasers shall be in possession of the Junior NotesRemarketable Notes purchased by such Purchasers pursuant to the Remarketable Notes Purchase Agreement, dated the date hereof. If (i) any of the conditions specified in this Section 5 shall not have been fulfilled when and as provided in this Senior New Notes Purchase Agreement, Agreement or (ii) any of the opinions and certificates mentioned above or elsewhere in this Senior New Notes Purchase Agreement shall not be reasonably satisfactory in form and substance to the Purchasers and its their counsel, this Senior New Notes Purchase Agreement and all obligations of the Purchasers hereunder may be cancelled on, or at any time prior to, the Closing Date by the Purchasers. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

Conditions to the Obligations of the Purchasers. The obligations of the Purchasers to purchase the Senior Notes hereunder shall be subject subject, in their discretion, to the accuracy of the condition that all representations and warranties on the part and other statements of the Company contained Issuers herein are, at and as of the date hereof and as the Time of Delivery, true and correct, the Closing Date, to condition that the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its Issuers shall have performed all their obligations hereunder theretofore to be performed, and to the following additional conditions: (a) The Company shall have furnished to the Purchasers the opinion of Xxxxx X. Xxxxx, Chief Securities Counsel for the Company, dated the Closing Date, in the form attached hereto as Exhibit A. (b) The Purchasers shall have received from their Cxxxxx Xxxxxx & Rxxxxxx llp, counsel for the Purchasers, such opinion or opinions, dated the Closing DateTime of Delivery and addressed to the Purchasers, with respect to the issuance and sale of the Senior Notes, Notes and the Senior Notes Indenture and other related matters as the Purchasers may reasonably require, and the Company Issuers shall have furnished to such counsel such documents as it requests they request for the purpose of enabling it them to pass upon such matters. (cb) The Company Ixxxx & Mxxxxxx LLP, counsel for the Issuers, shall have furnished to you their written opinions, dated the Purchasers Time of Delivery, substantially in the form of Axxxx XX hereto. (c) Cxxx, Rxxxxx & Bxxxxxxxx, L.L.P., special regulatory counsel to the Issuers, shall have furnished to you their written opinion, dated the Time of Delivery, in form and substance reasonably satisfactory to you, to the effect that: (i) The issue and sale of the Notes and the compliance by the Issuers with all the provisions of the Notes, the Indenture, the Exchange and Registration Rights Agreement and this Agreement and the consummation of the transactions herein and therein contemplated do not and will not contravene the Cable Acts or any order, rule or regulation of the FCC to which the Issuers or any of their Parent Companies or subsidiaries or any of their property is subject; however, to the extent that any document purports to grant a certificate security interest in licenses issued by the FCC, the FCC has taken the position that security interests in FCC licenses are not valid. To the extent that any party seeks to exercise control of an FCC license in the event of a default or for any other reason, it may be necessary to obtain prior FCC consent; (ii) To the best of such counsel’s knowledge, no consent, approval, authorization or order of, or registration, qualification or filing with the FCC is required under the Cable Acts or any order, rule or regulation of the FCC in connection with the issue and sale of the Notes and the compliance by the Issuers with all the provisions of the Notes, the Indenture, the Exchange and Registration Rights Agreement and this Agreement and the consummation of the transactions herein and therein contemplated; however, to the extent that any document purports to grant a security interest in licenses issued by the FCC, the FCC has taken the position that security interests in FCC licenses are not valid; to the extent that any party seeks to exercise control of an FCC license in the event of a default or for any other reason, it may be necessary to obtain prior FCC consent; (iii) The statements set forth in the Offering Memorandum under the captions "Risk Factors" under the subheading "Risks relating to regulatory and legislative matters" insofar as they constitute summaries of laws referred to therein, concerning the Cable Acts and the published rules, regulations and policies promulgated by the FCC thereunder, fairly summarize the matters described therein; (iv) To such counsel’s knowledge based solely upon its review of publicly available records of the FCC and operational information provided by the Issuers’ and their Parent Companies and subsidiaries’ management, the Company and its Parent Companies and subsidiaries hold all FCC licenses for cable antenna relay services necessary to conduct the business of the Company and its subsidiaries as currently conducted, except to the extent the failure to hold such FCC licenses would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; and (v) Except as disclosed in the Offering Memorandum and except with respect to rate regulation matters, and general rulemakings and similar matters relating generally to the cable television, industry, to such counsel’s knowledge, based solely upon its review of the publicly available records of the FCC and upon inquiry of the Issuers’ and their Parent Companies’ and subsidiaries’ management, during the time the cable systems of the Company and its Parent Companies and subsidiaries have been owned by the Company and its Parent Companies and subsidiaries (A) there has been no adverse FCC judgment, order or decree issued by the FCC relating to the ongoing operations of any of the Company or one of its subsidiaries that has had or could reasonably be expected to have a Material Adverse Effect; and (B) there are no actions, suits, proceedings, inquiries or investigations by or before the FCC pending or threatened in writing against or specifically affecting the Company or any of its Parent Companies or subsidiaries or any cable system of the Company or any of its Parent Companies or subsidiaries which could, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect; (d) Txxxxx X. Xxxxxxx, Esq., General Counsel of the Company, signed shall have furnished to you his written opinion, dated as of the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) Each subsidiary of the Company listed on a schedule attached to such counsel’s opinion (the "Charter Subsidiaries") has been duly incorporated or formed, as the case may be, and is validly existing as a corporation, limited liability company or partnership, as the case may be, in good standing under the laws of its jurisdiction of incorporation or formation; and all the issued shares of capital stock, limited liability company interests or partnership interests, as the case may be, of each Charter Subsidiary are set forth on the books and records of the Company and, except for those Charter Subsidiaries that are general partners, assuming receipt of requisite consideration therefor, are fully paid and nonassessable (in the case of corporate entities) and not subject to additional capital contributions (in the case of limited liability company entities and limited partnerships); and, except as otherwise set forth in the Offering Memorandum, and except for liens not prohibited under the credit agreements listed on such schedule, all outstanding shares of capital stock of each of the Charter Subsidiaries are owned by any Senior Vice President or Executive Vice President of the Company, either directly or indirectly or through wholly-owned subsidiaries free and clear of any perfected security interest and, to the knowledge of such counsel, after due inquiry, any other security interest, claim, lien or encumbrance; (ii) Each of the Issuers and the Charter Subsidiaries has been duly qualified as a foreign corporation, partnership or limited liability company, as the case may be, for the transaction of business and is in good standing under the laws of each jurisdiction set forth in a schedule to such counsel’s opinion; (iii) To the best of such counsel’s knowledge and other than as set forth in the Offering Memorandum, there are no legal or governmental proceedings pending to which the Issuers, the Parent Companies or any of the Issuers’ subsidiaries is party or of which any property of the Issuers, the Parent Companies or any of the Issuers’ subsidiaries is the subject, of a character required to be disclosed in a registration statement on Form S-1, which is not disclosed in the Offering Memorandum, except for such proceedings which are not likely to have, individually or in the aggregate, a Material Adverse Effect; and, to the best of such counsel’s knowledge and other than as set forth in the Offering Memorandum, no such proceedings are overtly threatened by governmental authorities or by others; and (iv) The issue and sale of the Notes and the compliance by the Issuers with all the provisions of the Notes, the Indenture, the Exchange and Registration Rights Agreement and this Agreement and the consummation of the transactions therein contemplated will not result in a violation of the provisions of the certificate of incorporation or by-laws, or certificate of formation or limited liability company agreement or partnership agreement, as the case may be, of any of the Charter Subsidiaries; (e) At the Time of Delivery, KPMG LLP shall have furnished to you a letter dated the Closing Datedate of delivery thereof, in the form attached hereto as Exhibit B.and substance satisfactory to you; (d) At or prior to the Closing Date, the Purchasers shall be in possession of the Junior Notes. If (i) None of the Issuers, any of the conditions specified Parent Companies or any of the Issuers’ subsidiaries shall have sustained since the date of the latest audited financial statements that will be included in the Offering Memorandum any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any court or governmental action, order or decree, otherwise than as set forth or contemplated in the Offering Memorandum, and (ii) since the respective dates as of which information is given in the Offering Memorandum (for clarification purposes, this Section 5 excludes any amendment or supplement to the Offering Memorandum on or after the date of this Agreement) there shall not have been fulfilled when any change in the capital stock, limited liability company interests, partnership interests or long-term debt of the Issuers or any of their subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ or members’ equity, or results of operations of the Issuers and their subsidiaries, otherwise than as provided set forth or contemplated in this Senior Notes Purchase Agreementthe Offering Memorandum, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of a majority in interest of the Purchasers so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Notes on the terms and in the manner contemplated in this Agreement and in the Offering Memorandum; (g) Subsequent to the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Notes or any other debt securities or preferred stock issued or guaranteed by the Issuers by any "nationally recognized statistical rating organization," as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Act; and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Notes or of any other debt securities or preferred stock issued or guaranteed by the Issuers (other than an announcement with positive implications of a possible upgrading or an announcement which reaffirms, reiterates or restates the substance of any announcement made prior to the date hereof); (h) On or after the date hereof there shall not have occurred any of the opinions and certificates mentioned above following: (i) a suspension or elsewhere material limitation in trading in securities generally on the New York Stock Exchange or on the Nasdaq National Market; (ii) a suspension or material limitation in trading in CCI’s Class A common stock on the Nasdaq National Market, (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities; or (iv) the outbreak or escalation of hostilities or the declaration of a national emergency or war or the occurrence of any other calamity or crisis, if the effect of any such event specified in this Senior Notes Purchase Agreement shall not be reasonably satisfactory clause (iv) in form and substance to the Purchasers and its counsel, this Senior Notes Purchase Agreement and all obligations judgment of the Purchasers hereunder may makes it impracticable or inadvisable to proceed with the offering; sale or the delivery of the Notes on the terms and in the manner contemplated in the Offering Memorandum; (i) The Notes shall have been designated for trading on PORTAL; and (j) The Issuers shall have furnished or caused to be cancelled onfurnished to you at the Time of Delivery certificates of officers of each Issuer satisfactory to you as to the accuracy of the representations and warranties of the Issuers herein at and as of such Time of Delivery, or at any time prior to, as to the Closing Date performance by the Purchasers. Notice Issuers of all their obligations hereunder to be performed at or prior to such cancellation shall be given Time of Delivery, as to the Company matters set forth in writing or by telephone or facsimile confirmed in writingsubsections (g) and (h) of this Section 7 and as to such other matters as you may reasonably request.

Conditions to the Obligations of the Purchasers. The obligations of the Purchasers to purchase the Senior Notes shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof and as of the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Company shall have furnished to the Purchasers the opinion of Xxxxx Xxxxxx X. XxxxxXxxx, III, Esq., Chief Securities Counsel and Corporate Secretary for the Company, dated the Closing Date, in the form attached hereto as Exhibit A. (b) The Purchasers shall have received from their counsel such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Senior Notes, the Senior Notes Indenture and other related matters as the Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents as it requests for the purpose of enabling it to pass upon such matters. (c) The Company shall have furnished to the Purchasers a certificate of the Company, Company signed by the Chairman of the Board, the President, a Vice Chairman of the Board or any Executive or Senior Vice President and the principal financial or Executive Vice President accounting officer of the Company, dated the Closing Date, in the form attached hereto as Exhibit B. (d) At On or prior to the Closing Date, the Purchasers shall be in possession of the Junior Subordinated Notes. (e) If the Purchasers have delivered a Public Offer Notice pursuant to Schedule C hereto with a Resale Closing Date on or prior to the Closing Date, all conditions to such resale shall have been satisfied. If (i) any of the conditions specified in this Section 5 shall not have been fulfilled when and as provided in this Senior Notes Securities Purchase Agreement, or (ii) any of the opinions and certificates mentioned above or elsewhere in this Senior Notes Securities Purchase Agreement shall not be reasonably satisfactory in form and substance to the Purchasers and its their counsel, this Senior Notes Securities Purchase Agreement and all obligations of the Purchasers hereunder may be cancelled on, or at any time prior to, the Closing Date by the Purchasers. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

Conditions to the Obligations of the Purchasers. The obligations of the Purchasers to purchase the Senior Notes hereunder shall be subject subject, in their discretion, to the accuracy of the condition that all representations and warranties on the part and other statements of the Company contained Issuers herein are, at and as of the date hereof and as the Time of Delivery, true and correct, the Closing Date, to condition that the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its Issuers shall have performed all their obligations hereunder theretofore to be performed, and to the following additional conditions: (a) The Company shall have furnished to the Purchasers the opinion of Xxxxx X. Xxxxx, Chief Securities Counsel for the Company, dated the Closing Date, in the form attached hereto as Exhibit A. (b) The Purchasers shall have received from their Weil, Gotshal & Xxxxxx LLP, counsel for the Purchasers, such opinion or opinions, dated the Closing DateTime of Delivery and addressed to the Purchasers, with respect to the issuance and sale of the Senior Notes, the Senior Notes Indenture Indenture, the Registration Rights Agreement, the Offering Memorandum (as amended or supplemented at the Time of Delivery) and other related matters as the Purchasers may reasonably require, and the Company Issuers shall have furnished to such counsel such documents as it requests they request for the purpose of enabling it them to pass upon such matters. (cb) The Company Xxxxx & Xxxxxxx LLP, counsel for the Issuers, shall have furnished to the Purchasers a certificate of the Company, signed by any Senior Vice President or Executive Vice President of the Companyyou their written opinion, dated the Closing DateTime of Delivery, substantially in the form attached hereto as Exhibit B.of Xxxxx XX hereto. (dc) At or prior Xxxx, Xxxxxx & Xxxxxxxxx, L.L.P., special regulatory counsel to the Closing DateIssuers, shall have furnished to you their written opinion, dated the Purchasers shall be in possession Time of the Junior Notes. If (i) any of the conditions specified in this Section 5 shall not have been fulfilled when and as provided in this Senior Notes Purchase AgreementDelivery, or (ii) any of the opinions and certificates mentioned above or elsewhere in this Senior Notes Purchase Agreement shall not be reasonably satisfactory in form and substance reasonably satisfactory to you, to the Purchasers effect that: (i) The issue and sale of the Notes and the compliance by the Issuers with all the provisions of the Notes, the Indenture, the Registration Rights Agreement and this Agreement and the consummation of the transactions herein and therein contemplated do not and will not contravene the Cable Acts or any order, rule or regulation of the FCC to which the Issuers or any of their Parent Companies or subsidiaries or any of their property is subject. However, to the extent that any document purports to grant a security interest in licenses issued by the FCC, the FCC has taken the position that security interests in FCC licenses are not valid. To the extent that any party seeks to exercise control of an FCC license in the event of a default or for any other reason, it may be necessary to obtain prior FCC consent; (ii) To the best of such counsel's knowledge, no consent, approval, authorization or order of, or registration, qualification or filing with the FCC is required under the Cable Acts or any order, rule or regulation of the FCC in connection with the issue and sale of the Notes and the compliance by the Issuers with all the provisions of the Notes, the Indenture, the Registration Rights Agreement and this Agreement and the consummation of the transactions herein and therein contemplated. However, to the extent that any document purports to grant a security interest in licenses issued by the FCC, the FCC has taken the position that security interests in FCC licenses are not valid. To the extent that any party seeks to exercise control of an FCC license in the event of a default or for any other reason, it may be necessary to obtain prior FCC consent; (iii) The statements set forth in the Offering Memorandum under the captions "Risk Factors" under the subheading "Risks Relating to Regulatory and Legislative Matters" and in "Regulation and Legislation," insofar as they constitute summaries of laws referred to therein, concerning the Cable Acts and the published rules, regulations and policies promulgated by the FCC thereunder, fairly summarize the matters described therein; (iv) To the knowledge of such counsel based solely upon its review of publicly available records of the FCC and operational information provided by the Issuers' and their Parent Companies and subsidiaries' management, the Company and its counsel, this Senior Notes Purchase Agreement Parent Companies and subsidiaries hold all obligations FCC licenses for cable antenna relay services necessary to conduct the business of the Purchasers hereunder may Company and its subsidiaries as currently conducted, except to the extent the failure to hold such FCC licenses would not, individually or in the aggregate, be cancelled onreasonably expected to have a Material Adverse Effect; and (v) Except as disclosed in the Offering Memorandum and except with respect to rate regulation matters, or at any and general rulemakings and similar matters relating generally to the cable television industry, to such counsel's knowledge, based solely upon its review of the publicly available records of the FCC and upon inquiry of the Issuer's and their Parent Companies' and subsidiaries' management, during the time prior to, the Closing Date cable systems of the Company and its Parent Companies and subsidiaries have been owned by the Purchasers. Notice of such cancellation shall be given Company and its Parent Companies and subsidiaries (A) there has been no adverse FCC judgment, order or decree issued by the FCC relating to the ongoing operations of any of the Company or one of its subsidiaries that has had or could reasonably be expected to have a Material Adverse Effect; and (B) there are no actions, suits, proceedings, inquiries or investigations by or before the FCC pending or threatened in writing against or by telephone specifically affecting the Company or facsimile confirmed any of its Parent Companies or subsidiaries or any cable system of the Company or any of its Parent Companies or subsidiaries which could, individually or in writing.the aggregate, be reasonably expected to result in a Material Adverse Effect;

Conditions to the Obligations of the Purchasers. The obligations of the several Purchasers to purchase the Senior Notes shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of at the date hereof and as of the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its their obligations hereunder and to the following additional conditions: (a) The Company shall have furnished to the Purchasers in form and substance satisfactory to the Purchasers, the opinion of Xxxx X. Xxxxxxx, Esq., Senior Vice President, General Counsel and Chief Compliance Officer of the Company, or such other counsel for the Company as may be acceptable to the Purchasers, dated the Closing Date, to the effect set forth hereto as Exhibit A-1, the opinion of Akin Gump Xxxxxxx Xxxxx X. Xxxxx& Xxxx LLP, Chief Securities dated the Closing Date, to the effect set forth hereto as Exhibit A-2, and the opinion of G. Xxxxx Xxxxxxx, Xx., Esq., Corporate Counsel for of Alabama Gas Corporation, an Alabama corporation that is an indirect wholly owned subsidiary of the Company, dated the Closing Date, in to the form attached effect set forth hereto as Exhibit A.A-3. (b) The Purchasers shall have received from their counsel such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Senior Notes, the Senior Notes Indenture and such other related matters as the Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents as it requests for the purpose of enabling it to pass upon such matters. (c) The Company shall have furnished to the Purchasers a certificate signed on behalf of the CompanyCompany by the President, signed by any an Executive Vice President or a Senior Vice President of the Company and the Chief Financial Officer or Executive Vice President principal accounting officer of the Company, dated the Closing Date, in the form attached hereto as Exhibit B. (d) At or prior to the Closing Date, the Purchasers shall be in possession of the Junior NotesNotes purchased by such Purchasers pursuant to the Junior Note Purchase Agreement, dated the date hereof. If (i) any of the conditions specified in this Section 5 shall not have been fulfilled when and as provided in this Senior Notes Purchase Agreement, or (ii) any of the opinions and certificates mentioned above or elsewhere in this Senior Notes Purchase Agreement shall not be reasonably satisfactory in form and substance to the Purchasers and its their counsel, this Senior Notes Purchase Agreement and all obligations of the Purchasers hereunder may be cancelled on, or at any time prior to, the Closing Date by the Purchasers. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

Conditions to the Obligations of the Purchasers. The obligations of the Purchasers to purchase the Senior Notes Securities shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Company and the Guarantors contained herein as of the date hereof Execution Time and as of the Closing Date, to the accuracy in all material respects of the statements of the Company and the Guarantors made in any certificates pursuant to the provisions hereof, to the performance by each of the Company Company, TW NY and TWE of its obligations hereunder hereunder, to the due execution and delivery of the Indenture, to the absence of any event or condition which would give you the right to terminate this Agreement and to the following additional conditions: (a) The At the Closing Date, the Company shall have furnished to the Purchasers you the opinion of Xxxxx X. Xxxxx, Chief Securities the General Counsel for to the Company, or an Associate or Deputy General Counsel to the Company that practices in the area of corporate and securities law, dated the Closing Date, substantially in the form attached hereto as of Exhibit A.A hereto. (b) The Purchasers At the Closing Date, the Company shall have furnished to you the opinion and statement of Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, counsel to the Company and the Guarantors, each dated the Closing Date, substantially in the form of Exhibit B and Exhibit C hereto, respectively; (c) At the Closing Date, the Representatives shall have received from their Shearman & Sterling LLP, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Senior NotesSecurities, the Senior Notes Indenture Indenture, the Registration Rights Agreement, the Disclosure Package, the Final Offering Memorandum (together with any supplement thereto), any Company Free Writing Communications and other related matters as the Purchasers Representatives may reasonably require, and the Company and the Guarantors shall have furnished to such counsel such documents as it requests they request for the purpose of enabling it them to pass upon such matters. (c1) The Company shall have furnished to the Purchasers Representatives a certificate of the Company, signed by any two officers who are an Executive or Senior Vice President or Executive Vice President of the Company, dated the Closing Date, in to the form attached hereto as Exhibit B.effect that the signers of such certificate have examined the Disclosure Package, the Final Offering Memorandum and any supplements or amendments to any of the foregoing and this Agreement and that: (di) At the representations and warranties of the Company, TW NY and TWE in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and each of the Company, TW NY and TWE has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date. (ii) since the date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the Final Offering Memorandum (exclusive of any amendment or supplement thereto), the Company has made all filings with the Commission and announcements, in either case required to be made by the Act or the Exchange Act. (2) TW NY shall have furnished to the Representatives a certificate of TW NY, signed by any two officers who are Vice Presidents of TW NY, dated the Closing Date, to the effect that the signers of such certificate have examined the Disclosure Package and the Final Offering Memorandum and any supplement or amendments thereto and that the representations and warranties of TW NY in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and TW NY has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date. (3) TWE shall have furnished to the Representatives a certificate of TWE, signed by any two officers, one of whom is an Executive or Senior Vice President of TWE, dated the Closing Date, to the effect that the signers of such certificate have examined the Disclosure Package and the Final Offering Memorandum and any supplement or amendments thereto and that the representations and warranties of TWE in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and TWE has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date. (e) The Representatives shall have received from (A) Ernst & Young LLP, independent registered public accounting firm for the Company and (B) Deloitte & Touche LLP, independent registered public accounting firm for Comcast, at the Execution Time and at the Closing Date, letters, dated as of the Execution Time and as of the Closing Date, as the case may be, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited, unaudited, pro forma and special purpose carve-out financial statements, as applicable, and certain financial information contained or incorporated by reference in the Disclosure Package and the Final Offering Memorandum; and (ii) the Purchasers shall be in possession have received from PricewaterhouseCoopers LLP, independent registered public accounting firm for Adelphia, at the Execution Time and at the Closing Date, letters, dated as of the Junior NotesExecution Time and as of the Closing Date, as the case may be, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters, delivered according to Statement of Auditing Standards No. If 72 (or any successor bulletin), with respect to the audited and unaudited financial statements of Adelphia contained or incorporated by reference in the Disclosure Package and the Final Offering Memorandum. (f) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package and the Final Offering Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any decrease or increase specified in the letter or letters referred to in paragraph (e) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the business (including the results of operations or management) or properties of the Company and its subsidiaries taken as a whole, except as set forth in or contemplated in the Disclosure Package and the Final Offering Memorandum (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the reasonable judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of any series of Securities as contemplated by the Disclosure Package and the Final Offering Memorandum (exclusive of any supplement thereto). (g) Subsequent to the Execution Time, (i) there shall not have been any downgrade in the credit ratings of any of the Company’s, TW NY’s or TWE’s debt securities by Mxxxx’x Investor Service, Inc. or Standard & Poor’s Ratings Group, and (ii) none of the Company, TW NY or TWE shall have been placed under special surveillance, with negative implications, by Mxxxx’x Investor Service, Inc. or Standard & Poor’s Ratings Group. (h) At the Closing Date, the Company and the Guarantors shall have executed and delivered the Registration Rights Agreement. (i) At the Closing Date, the Company, the Guarantors and the Trustee shall have executed and delivered the Indenture. (j) Prior to the Closing Date, the Company and the Guarantors shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request. If any of the conditions specified in this Section 5 6 shall not have been fulfilled in all material respects when and as provided in this Senior Notes Purchase Agreement, or (ii) if any of the opinions and certificates mentioned above or elsewhere in this Senior Notes Purchase Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Purchasers Representatives and its counselcounsel for the Purchasers, this Senior Notes Purchase Agreement and all obligations of the Purchasers hereunder may be cancelled oncanceled at, or at any time prior to, the Closing Date by the PurchasersRepresentatives and such cancellation shall be without liability of any party to any other party, except to the extent provided in Sections 5 and 7. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

Conditions to the Obligations of the Purchasers. The obligations ----------------------------------------------- of the Purchasers to purchase the Senior Notes Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof Execution Time and as of the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Company shall have furnished to the Purchasers the opinion of Xxxxx X. Xxxxx, Chief Securities Counsel counsel for the Company, dated the Closing Date, substantially in the form attached hereto as of Exhibit A.C. (b) The Purchasers shall have received from their counsel such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Senior Notes, the Senior Notes Indenture and other related matters as the Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents as it requests for the purpose of enabling it to pass upon such matters. (c) The Company shall have furnished to the Purchasers a certificate the opinion of Xxxxxxx Berlin Shereff Xxxxxxxx, LLP, special counsel to the Company, signed by any Senior Vice President or Executive Vice President of the CompanyCompany on regulatory matters, dated the Closing Date, in the form attached hereto as Exhibit B. (d) At or prior to the Closing Date, the Purchasers shall be in possession of the Junior Notes. If effect that: (i) the statements in or incorporated by reference in the Final Memorandum under the headings "Risk Factors - Wireline Competition," "Risk Factors -Wireless Competition," "Risk Factors - PCS System Implementation Risks," "Risk Factors- Relocation of Fixed Microwave Licensees," "Risk Factors - Regulation," "Business - Business Strategy," "Business - Market Potential," "Business -Expansion of Certain Facilities-based Services," "Business - Wireless Services," "Business - Competition" and "Business - Regulation" fairly and accurately summarize the laws, case law, rules, regulations and orders of the Federal Communications Commission ("FCC") and the comparable state regulatory agencies or bodies with direct regulatory jurisdiction over telecommunications matters in the states in which the Company and any of the conditions specified in this Section 5 shall Subsidiaries provide intrastate services (the "State Regulatory Agencies") except for such changes with respect to such laws, case law, rules, regulations and orders which could not have been fulfilled when and as provided in this Senior Notes Purchase Agreementa material adverse effect on the Company and, or (ii) any of the opinions and certificates mentioned above or elsewhere in this Senior Notes Purchase Agreement shall not be reasonably satisfactory in form and substance to the Purchasers and its best knowledge of such counsel, this Senior Notes Purchase Agreement the statements in or incorporated by reference in the Final Memorandum under the headings "Risk Factors - Dependence on Regional Xxxx Operating Companies; US West Centrex Action," "Risk Factors - Refusal of US West to Improve its Processing of Service Orders," "Business- Current Products and all obligations of Services" and "Business - Legal Proceedings" fairly and accurately summarize the Purchasers hereunder may be cancelled on, or at any time prior to, the Closing Date by the Purchasers. Notice of such cancellation shall be given legal proceedings set forth therein with respect to the Company US West Centrex Action (as defined in writing or incorporated by telephone or facsimile confirmed reference in writing.the Final Memorandum) and the action against US West Communications, Inc. concerning the processing of orders except for such changes with respect to such legal proceedings and action which could not have a material adverse effect on the Company;

Conditions to the Obligations of the Purchasers. The obligations of the Purchasers to purchase the Senior Notes Firm Securities on the Closing Date or the Option Securities on the Additional Closing Date, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof and as of Initial Sale Time, the Closing Date and the Additional Closing Date, if any, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereofof this Section, to the performance by the Company of its obligations hereunder hereunder, and to the following additional conditions: (a) The Company Representatives shall have furnished to the Purchasers the opinion of Xxxxx X. Xxxxxreceived from Xxxxxx & Xxxxxx L.L.P., Chief Securities Counsel counsel for the Company, their opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Representatives, to the effect set forth in the form attached hereto as Exhibit A.Annex II hereto; (b) The Purchasers Representatives shall have received from Cadwalader, Xxxxxxxxxx & Xxxx LLP, special counsel for the Company, their counsel opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Representatives, to the effect set forth in Annex III hereto; (c) The Representatives shall have received from the General Counsel to the Company, his opinion, dated the Closing Date or the Additional Closing Date, as the case may be and addressed to the Representatives, to the effect set forth in Annex IV hereto; (d) The Representatives shall have received from Xxxxxx, Xxxx & Xxxxxxxx, LLP and Xxxxx Xxxx & Xxxxxxxx LLP, counsels for the Purchasers, such opinion or opinions, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Representatives, with respect to the issuance and sale of the Senior NotesOffered Securities, the Senior Notes Indenture Indenture, the Disclosure Package, the Final Offering Circular (together with any supplement thereto) and other related matters as the Purchasers Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as it requests they reasonably require and request for the purpose of enabling it them to pass upon such matters.; (ce) The Company shall have furnished to the Purchasers Representatives a certificate of the Company, signed in his representative capacity by any Senior Vice President or Executive Vice President the Chief Financial Officer of the Company, dated the Closing Date or the Additional Closing Date, as the case may be, to the effect that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date or the Additional Closing Date, as the case may be, with the same effect as if made on such Closing Date or such Additional Closing Date, as the case may be, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date or such Additional Closing Date, as the case may be; (ii) since the date of the most recent financial statements included or incorporated by reference in the Final Offering Circular, as amended or supplemented prior to the Execution Time, there has been no Material Adverse Change, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Final Offering Circular, as amended or supplemented prior to the Execution Time; (f) At the Execution Time and the Closing Date and the Additional Closing Date, as the case may be, the Representatives shall have received from Ernst & Young LLP a letter or letters dated such date or dates, in form and substance reasonably satisfactory to the Representatives, together with signed or reproduced copies of such letter or letters for each of the other Purchasers containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Final Offering Circular, the Disclosure Package and any Issuer Free Writing Communication; (g) At the Execution Time and the Closing Date and the Additional Closing Date, if any, the Representatives shall have received from NSAI a letter, in form and substance reasonably satisfactory to the Representatives, addressed to the Purchasers covering the matters described in Annex V hereto; (h) The Representatives shall have received an agreement for the benefit of the Purchasers in the form set forth as Annex I hereto, signed by each director and executive officer listed in the Company’s Annual Report on Form 10-K, filed with the Commission on February 24, 2020 (each, a “Lock-Up Agreement”), other than any such director or officer who has resigned, has retired, or is otherwise no longer serving in such capacity before the Execution Time, and each such Lock-Up Agreement shall be in full force and effect on the Closing Date and the Additional Closing Date, as the case may be. (i) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Final Offering Circular as amended or supplemented prior to the Execution Time or any Issuer Free Writing Communication, there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Final Offering Circular, as amended or supplemented prior to the Execution Time, the effect of which, in any case referred to in clause (i) or (ii) above, is, in the form attached hereto sole judgment of the Representatives, so material and adverse as Exhibit B.to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Final Offering Circular and any Issuer Free Writing Communication; (dj) At Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Section 3(a)(62) under the Exchange Act) or prior any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change; (k) A number of shares of Common Stock equal to the Conversion Shares shall have been approved for listing on the NYSE, subject only to notice of conversion of the Offered Securities by the Company to the NYSE at the applicable time; and (l) Prior to the Closing Date or the Additional Closing Date, as the Purchasers case may be, the Company shall be in possession of have furnished to the Junior NotesRepresentatives such further information, certificates and documents as the Representatives may reasonably request. If (i) any of the conditions specified in this Section 5 6 shall not have been fulfilled in all material respects when and as provided in this Senior Notes Purchase Agreement, or (ii) if any of the opinions and certificates mentioned above or elsewhere in this Senior Notes Purchase Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Purchasers and its counselRepresentatives, this Senior Notes Purchase Agreement and all obligations of the Purchasers hereunder may be cancelled oncanceled at, or at any time prior to, the Closing Date Date, by the PurchasersRepresentatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The Representatives may in their sole discretion waive on behalf of the Purchasers compliance with any conditions to the obligations of the Purchasers hereunder. The documents required to be delivered by this Section 6 shall be delivered to the offices of Xxxxxx & Xxxxxx L.L.P. at 0000 Xxxx Xxxxxx, Dallas, Texas 75201 on the Closing Date or such other place as the Representatives shall so instruct.

Conditions to the Obligations of the Purchasers. The obligations of ----------------------------------------------- the Purchasers to purchase the Senior Notes Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof Execution Time and as of the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Company shall have furnished to the Purchasers the opinion opinions of Xxxxx X. Xxxxx, Chief Securities Counsel counsel for the Company, dated the Closing Date, substantially in the form attached hereto as forms of Exhibit A.D and Exhibit E. (b) The Purchasers shall have received from their counsel such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Senior Notes, the Senior Notes Indenture and other related matters as the Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents as it requests for the purpose of enabling it to pass upon such matters. (c) The Company shall have furnished to the Purchasers a certificate the opinion of Xxxxxxx & Berlin, special counsel to the Company, signed by any Senior Vice President or Executive Vice President of the CompanyCompany on regulatory matters, dated the Closing Date, in the form attached hereto as Exhibit B. (d) At or prior to the Closing Date, the Purchasers shall be in possession of the Junior Notes. If effect that: (i) the statements in the Final Memorandum under the headings "Summary - Business Strategy," "Risk Factors - Wireline Competition," "Risk Factors - PCS System Implementation Risks," "Risk Factors- Relocation of Fixed Microwave Licensees," "Risk Factors - Regulation," "Business - Business Strategy," "Business - Market Potential," "Business -Expansion of Certain Facilities-based Services," "Business- Wireless Services," "Business - Competition" and "Business -Regulation" fairly and accurately summarize the laws, case law, rules, regulations and orders of the Federal Communications Commission ("FCC") and the comparable state regulatory agencies or bodies with direct regulatory jurisdiction over telecommunications matters in the states in which the Company and any of the conditions specified in this Section 5 shall not have been fulfilled when and as provided in this Senior Notes Purchase AgreementSubsidiaries provide intrastate services (the "State Regulatory Agencies") and, or (ii) any of the opinions and certificates mentioned above or elsewhere in this Senior Notes Purchase Agreement shall not be reasonably satisfactory in form and substance to the Purchasers and its best knowledge of such counsel, this Senior Notes Purchase Agreement the statements in the Final Memorandum under the headings "Risk Factors - Dependence on Regional Xxxx Operating Companies; US West Centrex Action," "Risk Factors - Refusal of US West to Improve its Process of Service Orders," "Business-Current Products and all obligations of Services" and "Business - Legal Proceedings" fairly and accurately summarize the Purchasers hereunder may be cancelled on, or at any time prior to, the Closing Date by the Purchasers. Notice of such cancellation shall be given legal proceedings set forth therein with respect to the Company US West Centrex Action (as defined in writing or by telephone or facsimile confirmed in writing.the Final Memorandum) and the action against US West Communications, Inc. concerning the processing of orders;