Common use of Licenses and Authorizations Clause in Contracts

Licenses and Authorizations. (a) TeleCorp and its Subsidiaries hold all licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations required to be filed with or granted or issued by any Governmental Authority, including, without limitation, the FCC or any state authority asserting over TeleCorp, its Subsidiaries and their respective properties and assets, that are required for the conduct of their businesses as currently being conducted (each, as amended to date, the "TeleCorp -------- Authorizations"), other than such licenses, permits, certificates, franchises, -------------- ordinances, registrations, or other rights, applications and authorizations the absence of which would not, individually or in the aggregate, be reasonably likely to have a TeleCorp Material Adverse Effect or prevent or materially impair or delay the ability of TeleCorp to consummate the transactions contemplated hereby. TeleCorp has made available to Tritel a true, complete and correct list of such TeleCorp Authorizations. (b) TeleCorp has previously made available to Tritel and AT&T a true, complete and correct list of (i) each application of TeleCorp or any of its Subsidiaries pending before the FCC (the "TeleCorp FCC Applications"); (ii) each ------------------------- FCC permit and FCC license which is not a TeleCorp Authorization but in which TeleCorp or any of its Subsidiaries, directly or indirectly, holds an interest, including as a stakeholder in the licensee (collectively, the "Indirect TeleCorp ----------------- Authorizations"); and (iii) all licenses, permits, certificates, franchises, -------------- ordinances, registrations, or other rights, applications and authorizations for the benefit of TeleCorp or any of its Subsidiaries , as applicable, pending before any state authority (collectively, the "TeleCorp State Authorizations"). ----------------------------- The TeleCorp Authorizations, the TeleCorp FCC Applications, the Indirect TeleCorp Authorizations and the TeleCorp State Authorizations (collectively, the "TeleCorp Licenses and Applications") are the only Federal, ---------------------------------- state or local licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations that are required for the conduct of the business and operations of TeleCorp and its Subsidiaries as currently conducted, other than such licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations the absence of which would not, individually or in the aggregate, be considered reasonably likely to have a TeleCorp Material Adverse Effect or prevent or materially delay or impair the ability of TeleCorp to consummate the transactions contemplated hereby. (c) The TeleCorp Authorizations and, to the knowledge of TeleCorp, the Indirect TeleCorp Authorizations, are in full force and effect and, except as disclosed on Schedule 3.10(c), have not been pledged or otherwise encumbered, ---------------- assigned, suspended or modified in any material respect (except as a result of FCC rule changes applicable to the PCS industry generally), canceled or revoked, and TeleCorp and each of its Subsidiaries have each operated in compliance with all terms thereof or any renewals thereof applicable to them, other than where the failure to so comply would not, individually or in the aggregate, be considered reasonably likely to have a TeleCorp Material Adverse Effect or materially impair the ability of TeleCorp to consummate the transactions contemplated hereby. To the knowledge of TeleCorp, no event has occurred with respect to any of the TeleCorp Authorizations which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such TeleCorp Authorizations. To the knowledge of TeleCorp, there is not pending any application, petition, objection or other pleading with the FCC, any state authority or any similar entity having jurisdiction or authority over the operations of TeleCorp or any of its Subsidiaries which questions the validity or contests any TeleCorp Authorization or which could reasonably be expected, if accepted or granted, to result in the revocation, cancellation, suspension or any materially adverse modification of any TeleCorp Authorization. (d) Except for the approvals contemplated by Section 3.6, no permit, ----------- consent, approval, authorization, qualification or registration of, or declaration to or filing with, any Governmental Entity is required to be made or obtained by TeleCorp or any of its Subsidiaries in connection with the transfer or deemed transfer of the TeleCorp Licenses and Authorizations as a result of the consummation of the transactions contemplated hereby and such transactions will not result in a breach of such approvals, except where the failure to obtain or make such permit, consent, approval, authorization, qualification, registration, declaration or filing would not be considered reasonably likely to have a TeleCorp Material Adverse Effect or prevent or materially impair or delay the ability of TeleCorp to consummate the transactions contemplated hereby.

Licenses and Authorizations. (a) TeleCorp and its Subsidiaries hold all licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations required to be filed with or granted or issued by any Governmental Authority, including, without limitation, the FCC or any state authority asserting jurisdiction over TeleCorp, its Subsidiaries and their respective properties and assets, that are required for the conduct of their businesses as currently being conducted (each, as amended to date, the "TeleCorp -------- Authorizations"), other than such licenses, permits, certificates, franchises, -------------- ordinances, registrations, or other rights, applications and authorizations the absence of which would not, individually or in the aggregate, be reasonably likely to have a TeleCorp Material Adverse Effect or prevent or materially impair or delay the ability of TeleCorp to consummate the transactions contemplated hereby. TeleCorp has made available to Tritel AWS a true, complete and correct list of such the TeleCorp AuthorizationsAuthorizations issued by the FCC. (b) TeleCorp has previously made available to Tritel and AT&T AWS a true, complete and correct list of (i) each application of TeleCorp or any of its Subsidiaries pending before the FCC (the "TeleCorp FCC Applications"); and (ii) each ------------------------- FCC permit and FCC license which is not a TeleCorp Authorization but in which TeleCorp TeleCorp, any of its Subsidiaries or any of its SubsidiariesAffiliates, directly or indirectly, holds an interest, including as a stakeholder in the licensee (collectively, the "Indirect TeleCorp ----------------- Authorizations"); and (iii) all licenses, permits, certificates, franchises, -------------- ordinances, registrations, or other rights, applications and authorizations for the benefit of TeleCorp or any of its Subsidiaries , as applicable, pending before any state authority (collectively, the "TeleCorp State Authorizations"). ----------------------------- The TeleCorp Authorizations, the TeleCorp FCC Applications, and the Indirect TeleCorp Authorizations and the TeleCorp State Authorizations (collectively, the "TeleCorp Licenses and Applications") are the only Federal, ---------------------------------- state or local licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations that are required for the conduct of the business and operations of TeleCorp and its Subsidiaries as currently conducted, other than such licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations the absence of which would not, individually or in the aggregate, be considered reasonably likely to have a TeleCorp Material Adverse Effect or prevent or materially delay or impair the ability of TeleCorp to consummate the transactions contemplated hereby. (c) Except as disclosed in Section 2.10(c) of the TeleCorp Disclosure Schedule: (i) The TeleCorp Authorizations and, to the knowledge of TeleCorp, and the Indirect TeleCorp Authorizations, Authorizations are in full force and effect and, except as disclosed on Schedule 3.10(c), and have not been pledged or otherwise encumberedencumbered (except for such pledges and encumbrances securing the TeleCorp Licensee's indebtedness to the FCC and/or the United States Department of Treasury ("USDT"), ---------------- as the case may be), assigned, suspended or modified in any material respect (except as a result of FCC rule changes applicable to the PCS industry generally), canceled or revoked, and TeleCorp and each of its Subsidiaries have each operated in compliance with all terms thereof or any renewals thereof applicable to them, other than where the failure to so comply would not, individually or in the aggregate, be considered reasonably likely to have a TeleCorp Material Adverse Effect or materially impair the ability of TeleCorp to consummate the transactions contemplated hereby. Effect. (ii) To the knowledge of TeleCorp, no event has occurred with respect to any of the TeleCorp Authorizations which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such TeleCorp Authorizations. . (iii) To the knowledge of TeleCorp, there is not pending any application, petition, objection or other pleading with the FCC, any state authority or any similar entity having jurisdiction or authority over the operations of TeleCorp or any of its Subsidiaries which questions the validity or contests any TeleCorp Authorization or which could reasonably be expected, if accepted or granted, to result in the revocation, cancellation, suspension or any materially material adverse modification of any TeleCorp Authorization. (d) Except as disclosed in Section 2.10(c) of the TeleCorp Disclosure Schedule: (i) Each wholly-owned Subsidiary of TeleCorp set forth in Section 2.10(d) of the TeleCorp Disclosure Schedule hereto (a "TeleCorp Licensee") holds the FCC licenses (each an "FCC License" and collectively, the "FCC Licenses") set forth below its name on such same schedule. Such TeleCorp Licensee has good and marketable title, free and clear of any Liens, to such FCC Licenses, except for such liens securing the TeleCorp Licensee's indebtedness to the FCC and/or USDT, as the case may be, not in excess of $140 million in the aggregate. (ii) No person or entity other than the applicable TeleCorp Licensee and the FCC has any right, claim or interest in or to any of the FCC Licenses. (iii) The FCC Licenses have been validly issued in the name of such TeleCorp Licensee, are in full force and effect, have been granted by Final Order and TeleCorp has no reason to believe that such licenses will not remain in full force and effect until the respective expiration dates set forth on the FCC Licenses. (iv) Except for proceedings affecting the PCS or wireless communications services industry generally, there is not pending, nor to the knowledge of TeleCorp, threatened against TeleCorp or any TeleCorp Licensee or against any of the TeleCorp Licenses, nor is TeleCorp aware of any basis for, any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority which questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, any of the FCC Licenses, which seeks the imposition of any modification or amendment with respect thereto, or which would adversely affect the ability of AWS to employ any of the FCC Licenses (other than those licenses set forth in Section 2.25(b) of the TeleCorp Disclosure Schedule) in its business after the Closing Date or seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of any of the FCC Licenses. (v) Each of the FCC Licenses is unimpaired by any acts or omissions of TeleCorp or any TeleCorp Licensee. (vi) All material documents required to be filed or fees to be paid at any time by TeleCorp or the applicable TeleCorp Licensee with the FCC with respect to any of the FCC Licenses have been filed or payments made or the time period for such filing or payment has not lapsed. All such documents filed since the date that each of the FCC Licenses was issued or transferred to the applicable TeleCorp Licensee are true and correct in all material respects. (vii) None of the FCC Licenses is subject to any conditions other than those generally applicable to the industry at large, those imposed by FCC Law generally upon a specific class of FCC licenses or licensees, and those appearing on the face of the applicable FCC License. (viii) TeleCorp and each TeleCorp Licensee complies in all material respects with all pertinent aspects of FCC Law, including without limitation (1) the rules, regulations and policies pertaining to eligibility to hold broadband PCS licenses in general, and the applicable FCC Licenses in particular, including where applicable, Section 24.709 of the FCC's rules, (2) the rules, regulations and policies governing the CMRS spectrum cap and restricting foreign ownership of radio licenses, (3) the Regulations and policies relating to wireless E911 (as set forth in Section 20.18 of the FCC's CMRS rules), and (4) the rules, regulations and policies relating to implementation of Communications Assistance for Law Enforcement Act. (ix) TeleCorp and each TeleCorp Licensee is in compliance with all terms and conditions of, and all of its obligations under, the applicable FCC Licenses. Without limiting the foregoing, TeleCorp or the applicable TeleCorp Licensee, where applicable, has made all installment payments due in connection with the applicable FCC Licenses to the FCC and/or the USDT, as the case may be, on a timely basis and has not been assessed any unpaid late payment fees or any unpaid additional interest charges for failing to make installment payments to the FCC or USDT. (x) No person or entity other than TeleCorp or the applicable TeleCorp Licensee is authorized to use the spectrum described in Section 2.10(d) of the TeleCorp Disclosure Schedule. (e) Except for the approvals contemplated by Section 3.62.6, no permit, ----------- consent, approval, authorization, qualification or registration of, or declaration to or filing with, any Governmental Entity Authority is required to be made or obtained by TeleCorp or any of its Subsidiaries in connection with the transfer or deemed transfer of the TeleCorp FCC Licenses and Authorizations as a result of the consummation of the transactions contemplated hereby and such transactions will not result in a breach of such approvals, except where the failure to obtain or make such permit, consent, approval, authorization, qualification, registration, declaration or filing would not be considered reasonably likely to have a TeleCorp Material Adverse Effect or prevent or materially impair or delay the ability of TeleCorp to consummate the transactions contemplated hereby.

Licenses and Authorizations. (a) TeleCorp Tritel and its Subsidiaries hold all licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations required to be filed with or granted or issued by any Governmental Authority, including, without limitation, the FCC or any state authority asserting over TeleCorpTritel, its Subsidiaries and their respective properties and assets, that are required for the conduct of their businesses as currently being conducted (each, as amended to date, the "TeleCorp -------- Tritel ------ Authorizations"), other than such licenses, permits, certificates, franchises, -------------- ordinances, registrations, or other rights, applications and authorizations the absence of which would not, individually or in the aggregate, be reasonably likely to have a TeleCorp Tritel Material Adverse Effect or prevent or materially impair or delay the ability of TeleCorp Tritel to consummate the transactions contemplated hereby. TeleCorp Tritel has made available to Tritel TeleCorp a true, complete and correct list of such TeleCorp Tritel Authorizations. (b) TeleCorp Tritel has previously made available to Tritel TeleCorp and AT&T a true, complete and correct list of (i) each application of TeleCorp Tritel or any of its Subsidiaries pending before the FCC (the "TeleCorp Tritel FCC Applications"); (ii) each ------------------------- FCC permit and FCC license ----------------------- which is not a TeleCorp Tritel Authorization but in which TeleCorp Tritel or any of its Subsidiaries, directly or indirectly, holds an interest, including as a stakeholder in the licensee (collectively, the "Indirect TeleCorp ----------------- Tritel --------------- Authorizations"); and (iii) all licenses, permits, certificates, franchises, -------------- ordinances, registrations, or other rights, applications and authorizations for the benefit of TeleCorp Tritel or any of its Subsidiaries Subsidiaries, as applicable, pending before any state authority (collectively, the "TeleCorp Tritel State Authorizations"). ----------------------------- The TeleCorp --------------------------- Tritel Authorizations, the TeleCorp Tritel FCC Applications, the Indirect TeleCorp Tritel Authorizations and the TeleCorp Tritel State Authorizations (collectively, the "TeleCorp Tritel ------ Licenses and Applications") are the only Federal, ---------------------------------- state or local licenses, ------------------------- permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations that are required for the conduct of the business and operations of TeleCorp Tritel and its Subsidiaries as currently conducted, other than such licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations the absence of which would not, individually or in the aggregate, be considered reasonably likely to have a TeleCorp Tritel Material Adverse Effect or prevent or materially delay or impair the ability of TeleCorp Tritel to consummate the transactions contemplated hereby. (c) The TeleCorp Tritel Authorizations and, to the knowledge of TeleCorpTritel, the Indirect TeleCorp Tritel Authorizations, are in full force and effect and, except as disclosed on Schedule 3.10(c), 4.10(c) have not been pledged or otherwise encumbered, ---------------- assignedassigned or suspended, suspended or modified in any material respect (except as a result of FCC rule changes applicable to the PCS industry generally), canceled or revoked, and TeleCorp Tritel and each of its Subsidiaries have each operated in compliance with all terms thereof or any renewals thereof applicable to them, other than where the failure to so comply would not, individually or in the aggregate, be considered reasonably likely to have a TeleCorp Tritel Material Adverse Effect or materially impair the ability of TeleCorp Tritel to consummate the transactions contemplated hereby. To the knowledge of TeleCorpTritel, no event has occurred with respect to any of the TeleCorp Tritel Authorizations which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such TeleCorp Tritel Authorizations. To the knowledge of TeleCorpTritel, there is not pending any application, petition, objection or other pleading with the FCC, any state authority or any similar entity having jurisdiction or authority over the operations of TeleCorp Tritel or any of its Subsidiaries which questions the validity or contests any TeleCorp Tritel Authorization or which could reasonably be expected, if accepted or granted, to result in the revocation, cancellation, suspension or any materially adverse modification of any TeleCorp Tritel Authorization. (d) Except for the approvals contemplated by Section 3.64.6, no permit, ----------- consent, approval, authorization, qualification or registration of, or declaration to or filing with, any Governmental Entity is required to be made or obtained by TeleCorp Tritel or any of its Subsidiaries in connection with the transfer or deemed transfer of the TeleCorp Tritel Licenses and Authorizations as a result of the consummation of the transactions contemplated hereby and such transactions will not result in a breach of such approvals, except where the failure to obtain or make such permit, consent, approval, authorization, qualification, registration, declaration or filing would not be considered reasonably likely to have a TeleCorp Tritel Material Adverse Effect or prevent or materially impair or delay the ability of TeleCorp Tritel to consummate the transactions contemplated hereby.

Licenses and Authorizations. (a) TeleCorp and its Subsidiaries hold all licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations required to be filed with or granted or issued by any Governmental Authority, including, without limitation, the FCC or any state authority asserting over TeleCorp, its Subsidiaries and their respective properties and assets, that are required for the conduct of their businesses as currently being conducted (each, as amended to date, the "TeleCorp -------- Authorizations"), other than such licenses, permits, certificates, franchises, -------------- ordinances, registrations, or other rights, applications and authorizations the absence of which would not, individually or in the aggregate, be reasonably likely to have a TeleCorp Material Adverse Effect or prevent or materially impair or delay the ability of TeleCorp to consummate the transactions contemplated hereby. TeleCorp has made available to Tritel a true, complete and correct list of such TeleCorp Authorizations. (b) TeleCorp has previously made available to Tritel and AT&T a true, complete and correct list of (i) each application of TeleCorp or any of its Subsidiaries pending before the FCC (the "TeleCorp FCC Applications"); (ii) each ------------------------- FCC permit and FCC license which is not a TeleCorp Authorization but in which TeleCorp or any of its Subsidiaries, directly or indirectly, holds an interest, including as a stakeholder in the licensee (collectively, the "Indirect TeleCorp ----------------- Authorizations"); and (iii) all licenses, permits, certificates, franchises, -------------- ordinances, registrations, or other rights, applications and authorizations for the benefit of TeleCorp or any of its Subsidiaries , as applicable, pending before any state authority (collectively, the "TeleCorp State Authorizations"). ----------------------------- The TeleCorp Authorizations, the TeleCorp FCC Applications, the Indirect TeleCorp Authorizations and the TeleCorp State Authorizations (collectively, the "TeleCorp Licenses and Applications") are the only Federal, ---------------------------------- state or local licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations that are required for the conduct of the business and operations of TeleCorp and its Subsidiaries as currently conducted, other than such licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations the absence of which would not, individually or in the aggregate, be considered reasonably likely to have a TeleCorp Material Adverse Effect or prevent or materially delay or impair the ability of TeleCorp to consummate the transactions contemplated hereby. (c) The TeleCorp Authorizations and, to the knowledge of TeleCorp, the Indirect TeleCorp Authorizations, are in full force and effect and, except as disclosed on Schedule 3.10(c), have not been pledged or otherwise encumbered, ---------------- assigned, suspended or modified in any material respect (except as a result of FCC rule changes applicable to the PCS industry generally), canceled or revoked, and TeleCorp and each of its Subsidiaries have each operated in compliance with all terms thereof or any renewals thereof applicable to them, other than where the failure to so comply would not, individually or in the aggregate, be considered reasonably likely to have a TeleCorp Material Adverse Effect or materially impair the ability of TeleCorp to consummate the transactions contemplated hereby. To the knowledge of TeleCorp, no event has occurred with respect to any of the TeleCorp Authorizations which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such TeleCorp Authorizations. To the knowledge of TeleCorp, there is not pending any application, petition, objection or other pleading with the FCC, any state authority or any similar entity having jurisdiction or authority over the operations of TeleCorp or any of its Subsidiaries which questions the validity or contests any TeleCorp Authorization or which could reasonably be expected, if accepted or granted, to result in the revocation, cancellation, suspension or any materially adverse modification of any TeleCorp Authorization. (d) Except for the approvals contemplated by Section 3.6, no permit, ----------- consent, approval, authorization, qualification or registration of, or declaration to or filing with, any Governmental Entity is required to be made or obtained by TeleCorp or any of its Subsidiaries in connection with the transfer or deemed transfer of the TeleCorp Licenses and Authorizations as a result of the consummation of the transactions contemplated hereby and such transactions will not result in a breach of such approvals, except where the failure to obtain or make such permit, consent, approval, authorization, qualification, registration, declaration or filing would not be considered reasonably likely to have a TeleCorp Material Adverse Effect or prevent or materially impair or delay the ability of TeleCorp to consummate the transactions contemplated hereby.

Licenses and Authorizations. (a) TeleCorp The Buyer and its the Buyer Subsidiaries hold all licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations required to be filed with or with, granted or issued by, or entered by any Governmental AuthorityEntity, including, without limitation, the FCC or any state authority State Authority asserting jurisdiction over TeleCorp, the Buyer or any Buyer Subsidiary or its Subsidiaries and their respective properties and business or assets, that are required for the conduct of their businesses as currently being conducted (each, each as amended to date, ) (the "TeleCorp -------- Buyer Authorizations"), other than such licenses, permits, certificates, franchises, -------------- ordinances, registrations, registrations or other rights, applications and authorizations the absence of which would not, individually or not in the aggregate, be reasonably likely to have a TeleCorp Material Adverse Effect or prevent or aggregate materially impair or delay the ability of TeleCorp the Buyer to consummate the transactions contemplated herebyhereby or of the Buyer to own and operate the properties, assets and businesses of the Buyer following the Closing. TeleCorp The Buyer has made available heretofore delivered to Tritel the Company a true, true and complete and correct list of such TeleCorp Buyer Authorizations. (b) TeleCorp The Buyer has previously made available to Tritel the Company a true and AT&T a true, complete and correct list of (i) each application of TeleCorp or the Buyer and/or any of its Subsidiaries Buyer Subsidiary pending before the FCC (collectively, the "TeleCorp Buyer FCC Applications"); (ii) each ------------------------- FCC permit and FCC license which is not a TeleCorp Buyer Authorization but in which TeleCorp the Buyer or any of its SubsidiariesBuyer Subsidiary, directly or indirectly, holds an interest, including as a stakeholder in the licensee (collectively, the "Indirect TeleCorp ----------------- Buyer Authorizations"); and (iii) all licenses, certificates, consents, permits, certificates, franchises, -------------- ordinances, registrations, or other rights, applications approvals and authorizations for the benefit of TeleCorp or any of its Subsidiaries the Buyer and the Buyer Subsidiaries, as applicable, pending before any state authority State Authority (collectively, the "TeleCorp Buyer State AuthorizationsApplications"). ----------------------------- The TeleCorp Buyer Authorizations, the TeleCorp Buyer FCC Applications, the Indirect TeleCorp Buyer Authorizations and the TeleCorp Buyer State Authorizations Applications (collectively, the "TeleCorp Buyer Licenses and ApplicationsAuthorizations") are the only Federalfederal, ---------------------------------- state or local licenses, certificates, consents, permits, certificates, franchises, ordinances, registrations, or other rights, applications approvals and authorizations that are required for the conduct of the business and operations of TeleCorp the Buyer and its the Buyer Subsidiaries as currently presently conducted, other than such licensesconsents, permits, certificates, franchises, ordinances, registrations, approvals or other rights, applications and authorizations the absence of which would not, individually or not in the aggregate, be considered reasonably likely to have a TeleCorp Material Adverse Effect or prevent or aggregate materially delay or impair the ability of TeleCorp the Buyer and the Merger Subsidiary to either consummate the transactions contemplated herebyhereby or of the Buyer and the Buyer Subsidiaries to own and operate the properties, assets and businesses of the Buyer and the Buyer Subsidiaries following the Closing. (c) The TeleCorp Buyer Authorizations and, to the knowledge of TeleCorpBuyer's knowledge, the Indirect TeleCorp Authorizations, Buyer Authorizations are in full force and effect and, except as disclosed on Schedule 3.10(c), and have not been pledged or otherwise encumbered, ---------------- assigned, suspended or suspended, modified in any material respect (except as a result of FCC rule changes applicable to the PCS industry generally)adverse respect, canceled or revoked, and TeleCorp the Buyer and each of its the Buyer Subsidiaries have each operated in compliance with all terms thereof or any renewals thereof applicable to them, other than where the failure to so comply would not, individually or not in the aggregate, be considered reasonably likely to aggregate have a TeleCorp Buyer Material Adverse Effect or materially impair the ability of TeleCorp the Buyer to consummate the transactions contemplated herebyhereby or of the Buyer to own and operate the properties, assets and businesses of the Buyer following the Closing. To the knowledge of TeleCorp, no No event has occurred with respect to any of the TeleCorp Buyer Authorizations which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such TeleCorp Buyer Authorizations. To the knowledge of TeleCorpthe Buyer, there is not pending any application, petition, objection or other pleading with the FCC, any state authority State Authority or any similar entity body having jurisdiction or authority over the operations of TeleCorp or any of its the Buyer and the Buyer Subsidiaries which questions the validity of or contests any TeleCorp Buyer Authorization or which could reasonably be expected, if accepted or granted, to result in the revocation, cancellation, suspension or any materially adverse modification of any TeleCorp Buyer Authorization. (d) Except for approval by the approvals Bankruptcy Court or by the FCC as contemplated by Section 3.64.15, or as set forth in Section 3.14(d) of the Buyer Disclosure Schedule, no permit, ----------- consent, approval, authorization, qualification or registration of, or declaration to or filing with, any Governmental Entity is required to be obtained or made or obtained by TeleCorp the Buyer or any of its Subsidiaries Buyer Subsidiary in connection with the transfer or deemed transfer of the TeleCorp Buyer Licenses and Authorizations as a result of the consummation of the transactions contemplated hereby and such transactions will not result in a breach of such approvalshereby, except where the failure to obtain or make such permit, consent, approval, authorization, qualification, registration, declaration or filing would not be considered reasonably likely to have a TeleCorp Material Adverse Effect or prevent or materially impair or delay the ability of TeleCorp the Buyer to consummate the transactions contemplated herebyhereby or the Buyer to own and operate the properties, assets and businesses of the Buyer following the Closing.

Licenses and Authorizations. (a) TeleCorp Tritel and its Subsidiaries hold all licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations required to be filed with or granted or issued by any Governmental Authority, including, without limitation, the FCC or any state authority asserting over TeleCorpTritel, its Subsidiaries and their respective properties and assets, that are required for the conduct of their businesses as currently being conducted (each, as amended to date, the "TeleCorp -------- Tritel Authorizations"), other than such licenses, permits, certificates, franchises, -------------- ordinances, registrations, or other rights, applications and authorizations the absence of which would not, individually or in the aggregate, be reasonably likely to have a TeleCorp Tritel Material Adverse Effect or prevent or materially impair or delay the ability of TeleCorp Tritel to consummate the transactions contemplated hereby. TeleCorp Tritel has made available to Tritel TeleCorp a true, complete and correct list of such TeleCorp Tritel Authorizations. (b) TeleCorp Tritel has previously made available to Tritel TeleCorp and AT&T a true, complete and correct list of (i) each application of TeleCorp Tritel or any of its Subsidiaries pending before the FCC (the "TeleCorp Tritel FCC Applications"); (ii) each ------------------------- FCC permit and FCC license which is not a TeleCorp Tritel Authorization but in which TeleCorp Tritel or any of its Subsidiaries, directly or indirectly, holds an interest, including as a stakeholder in the licensee (collectively, the "Indirect TeleCorp ----------------- Tritel Authorizations"); and (iii) all licenses, permits, certificates, franchises, -------------- ordinances, registrations, or other rights, applications and authorizations for the benefit of TeleCorp Tritel or any of its Subsidiaries Subsidiaries, as applicable, pending before any state authority (collectively, the "TeleCorp Tritel State Authorizations"). ----------------------------- The TeleCorp Tritel Authorizations, the TeleCorp Tritel FCC Applications, the Indirect TeleCorp Tritel Authorizations and the TeleCorp Tritel State Authorizations (collectively, the "TeleCorp Tritel Licenses and Applications") are the only Federal, ---------------------------------- state or local licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations that are required for the conduct of the business and operations of TeleCorp Tritel and its Subsidiaries as currently conducted, other than such licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations the absence of which would not, individually or in the aggregate, be considered reasonably likely to have a TeleCorp Tritel Material Adverse Effect or prevent or materially delay or impair the ability of TeleCorp Tritel to consummate the transactions contemplated hereby. (c) The TeleCorp Tritel Authorizations and, to the knowledge of TeleCorpTritel, the Indirect TeleCorp Tritel Authorizations, are in full force and effect and, except as disclosed on Schedule 3.10(c), 4.10(c) have not been pledged or otherwise encumbered, ---------------- assignedassigned or suspended, suspended or modified in any material respect (except as a result of FCC rule changes applicable to the PCS industry generally), canceled or revoked, and TeleCorp Tritel and each of its Subsidiaries have each operated in compliance with all terms thereof or any renewals thereof applicable to them, other than where the failure to so comply would not, individually or in the aggregate, be considered reasonably likely to have a TeleCorp Tritel Material Adverse Effect or materially impair the ability of TeleCorp Tritel to consummate the transactions contemplated hereby. To the knowledge of TeleCorpTritel, no event has occurred with respect to any of the TeleCorp Tritel Authorizations which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such TeleCorp Tritel Authorizations. To the knowledge of TeleCorpTritel, there is not pending any application, petition, objection or other pleading with the FCC, any state authority or any similar entity having jurisdiction or authority over the operations of TeleCorp Tritel or any of its Subsidiaries which questions the validity or contests any TeleCorp Tritel Authorization or which could reasonably be expected, if accepted or granted, to result in the revocation, cancellation, suspension or any materially adverse modification of any TeleCorp Tritel Authorization. (d) Except for the approvals contemplated by Section 3.64.6, no permit, ----------- consent, approval, authorization, qualification or registration of, or declaration to or filing with, any Governmental Entity is required to be made or obtained by TeleCorp Tritel or any of its Subsidiaries in connection with the transfer or deemed transfer of the TeleCorp Tritel Licenses and Authorizations as a result of the consummation of the transactions contemplated hereby and such transactions will not result in a breach of such approvals, except where the failure to obtain or make such permit, consent, approval, authorization, qualification, registration, declaration or filing would not be considered reasonably likely to have a TeleCorp Tritel Material Adverse Effect or prevent or materially impair or delay the ability of TeleCorp Tritel to consummate the transactions contemplated hereby.

Licenses and Authorizations. (a) TeleCorp The Buyer and its the Buyer Subsidiaries hold all licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations required to be filed with or with, granted or issued by, or entered by any Governmental AuthorityEntity, including, without limitation, the FCC or any state authority State Authority asserting jurisdiction over TeleCorp, the Buyer or any Buyer Subsidiary or its Subsidiaries and their respective properties and business or assets, that are required for the conduct of their businesses as currently being conducted (each, each as amended to date, ) (the "TeleCorp -------- Buyer Authorizations"), other than such licenses, permits, certificates, franchises, -------------- ordinances, registrations, registrations or other rights, applications and authorizations the absence of which would not, individually or not in the aggregate, be reasonably likely to have a TeleCorp Material Adverse Effect or prevent or aggregate materially impair or delay the ability of TeleCorp the Buyer to consummate the transactions contemplated herebyhereby or of the Buyer to own and operate the properties, assets and businesses of the Buyer following the Closing. TeleCorp The Buyer has made available heretofore delivered to Tritel the Company a true, true and complete and correct list of such TeleCorp Buyer Authorizations. (b) TeleCorp The Buyer has previously made available to Tritel the Company a true and AT&T a true, complete and correct list of (i) each application of TeleCorp or the Buyer and/or any of its Subsidiaries Buyer Subsidiary pending before the FCC (collectively, the "TeleCorp Buyer FCC Applications"); (ii) each ------------------------- FCC permit and FCC license which is not a TeleCorp Buyer Authorization but in which TeleCorp the Buyer or any of its SubsidiariesBuyer Subsidiary, directly or indirectly, holds an interest, including as a stakeholder in the licensee (collectively, the "Indirect TeleCorp ----------------- Buyer Authorizations"); and (iii) all licenses, certificates, consents, permits, certificates, franchises, -------------- ordinances, registrations, or other rights, applications approvals and authorizations for the benefit of TeleCorp or any of its Subsidiaries the Buyer and the Buyer Subsidiaries, as applicable, pending before any state authority State Authority (collectively, the "TeleCorp Buyer State AuthorizationsApplications"). ----------------------------- The TeleCorp Buyer Authorizations, the TeleCorp Buyer FCC Applications, the Indirect TeleCorp Buyer Authorizations and the TeleCorp Buyer State Authorizations Applications (collectively, the "TeleCorp Buyer Licenses and ApplicationsAuthorizations") are the only Federalfederal, ---------------------------------- state or local licenses, certificates, consents, permits, certificates, franchises, ordinances, registrations, or other rights, applications approvals and authorizations that are required for the conduct of the business and operations of TeleCorp the Buyer and its the Buyer Subsidiaries as currently presently conducted, other than such licensesconsents, permits, certificates, franchises, ordinances, registrations, approvals or other rights, applications and authorizations the absence of which would not, individually or not in the aggregate, be considered reasonably likely to have a TeleCorp Material Adverse Effect or prevent or aggregate materially delay or impair the ability of TeleCorp the Buyer and the Merger Subsidiary to either consummate the transactions contemplated herebyhereby or of the Buyer and the Buyer Subsidiaries to own and operate the properties, assets and businesses of the Buyer and the Buyer Subsidiaries following the Closing. (c) The TeleCorp Buyer Authorizations and, to the knowledge of TeleCorpBuyer's knowledge, the Indirect TeleCorp Authorizations, Buyer Authorizations are in full force and effect and, except as disclosed on Schedule 3.10(c), and have not been pledged or otherwise encumbered, ---------------- assigned, suspended or suspended, modified in any material respect (except as a result of FCC rule changes applicable to the PCS industry generally)adverse respect, canceled or revoked, and TeleCorp the Buyer and each of its the Buyer Subsidiaries have each operated in compliance with all terms thereof or any renewals thereof applicable to them, other than where the failure to so comply would not, individually or not in the aggregate, be considered reasonably likely to aggregate have a TeleCorp Buyer Material Adverse Effect or materially impair the ability of TeleCorp the Buyer to consummate the transactions contemplated herebyhereby or of the Buyer to own and operate the properties, assets and businesses of the Buyer following the Closing. To the knowledge of TeleCorp, no No event has occurred with respect to any of the TeleCorp Buyer Authorizations which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such TeleCorp Buyer Authorizations. To the knowledge of TeleCorpthe Buyer, there is not pending any application, petition, objection or other pleading with the FCC, any state authority State Authority or any similar entity body having jurisdiction or authority over the operations of TeleCorp or any of its the Buyer and the Buyer Subsidiaries which questions the validity of or contests any TeleCorp Buyer Authorization or which could reasonably be expected, if accepted or granted, to result in the revocation, cancellation, suspension or any materially adverse modification of any TeleCorp Buyer Authorization. (d) Except for approval by the approvals Bankruptcy Court or by the FCC as contemplated by Section 3.64.15, or as set forth in Section 3.14(d) of the Buyer Disclosure Schedule, no permit, ----------- consent, approval, authorization, qualification or registration of, or declaration to or filing with, any Governmental Entity is required to be obtained or made or obtained by TeleCorp the Buyer or any of its Subsidiaries Buyer Subsidiary in connection with the transfer or deemed transfer of the TeleCorp Buyer Licenses and Authorizations as a result of the consummation of the transactions contemplated hereby and such transactions will not result in a breach of such approvalshereby, except where the failure to obtain or make such permit, consent, approval, authorization, qualification, registration, declaration or filing would not be considered reasonably likely to have a TeleCorp Material Adverse Effect or prevent or materially impair or delay the ability of TeleCorp to consummate the transactions contemplated hereby.23