DELINQUENT UNDER SECTION 4007 OF ERISA); (IV) NEITHER
THE LOAN PARTIES NOR ANY ERISA AFFILIATE HAS INCURRED, OR REASONABLY EXPECTS TO
INCUR, ANY LIABILITY (AND NO EVENT HAS OCCURRED WHICH, WITH THE GIVING OF NOTICE
UNDER SECTION 4219 OF ERISA, WOULD RESULT IN SUCH LIABILITY) UNDER SECTION 4201
OR 4243 OF ERISA WITH RESPECT TO A MULTI-EMPLOYER PLAN; AND (V) NEITHER THE LOAN
PARTIES NOR ANY ERISA AFFILIATE HAS ENGAGED IN A TRANSACTION THAT COULD SUBJECT
ANY PERSON TO SECTION 4069 OR 4212(C) OF ERISA.
5.13
Communications Regulatory Matters.
(A)
SCHEDULE 5.13(A) SETS FORTH A TRUE AND COMPLETE LIST OF THE
FOLLOWING INFORMATION FOR EACH LICENSE ISSUED TO OR UTILIZED BY THE LOAN PARTIES
OR THEIR RESPECTIVE SUBSIDIARIES:
THE NAME OF THE LICENSEE, THE TYPE OF
SERVICE, THE EXPIRATION DATE AND THE GEOGRAPHIC AREA COVERED BY SUCH LICENSE.
(B)
OTHER THAN AS SET FORTH ON SCHEDULE 5.13(B), THE LICENSES ARE
VALID AND IN FULL FORCE AND EFFECT WITHOUT CONDITIONS EXCEPT FOR SUCH CONDITIONS
AS ARE GENERALLY APPLICABLE TO HOLDERS OF SUCH LICENSES.
OTHER THAN AS SET
FORTH ON SCHEDULE 5.13(B), EACH LOAN PARTY HAS ALL REQUISITE POWER AND AUTHORITY
REQUIRED UNDER THE COMMUNICATIONS ACT AND PUC LAWS TO HOLD THE LICENSES AND TO
OWN AND OPERATE THE COMMUNICATIONS SYSTEMS.
OTHER THAN AS SET FORTH ON SCHEDULE
5.13(B), THE LICENSES CONSTITUTE IN ALL MATERIAL RESPECTS ALL OF THE LICENSES
NECESSARY FOR THE OPERATION OF THE COMMUNICATIONS SYSTEMS IN THE SAME MANNER AS
IT IS PRESENTLY CONDUCTED.
OTHER THAN AS SET FORTH ON SCHEDULE 5.13(B), NO
EVENT HAS OCCURRED AND IS CONTINUING WHICH COULD REASONABLY BE EXPECTED TO (I)
RESULT IN THE IMPOSITION OF A MATERIAL FORFEITURE OR THE SUSPENSION, REVOCATION,
TERMINATION OR ADVERSE MODIFICATION OF ANY SUCH LICENSE OR (II) MATERIALLY AND
ADVERSELY AFFECT ANY RIGHTS OF THE LOAN PARTIES OR THEIR RESPECTIVE SUBSIDIARIES
THEREUNDER.
EXCEPT AS OTHERWISE SET FORTH ON SCHEDULE 5.13(B), THE LOAN PARTIES
HAVE NO REASON TO BELIEVE AND HAVE NO KNOWLEDGE THAT ANY LICENSE WILL NOT BE
RENEWED IN THE ORDINARY COURSE.
OTHER THAN AS SET FORTH ON SCHEDULE 5.13(B),
NEITHER THE LOAN PARTIES NOR ANY OF THEIR RESPECTIVE SUBSIDIARIES IS A PARTY TO
ANY INVESTIGATION, NOTICE OF APPARENT LIABILITY, NOTICE OF VIOLATION, ORDER OR
COMPLAINT ISSUED BY OR BEFORE THE FCC, PUC OR ANY APPLICABLE GOVERNMENTAL
AUTHORITY, AND THERE ARE NO PROCEEDINGS PENDING BY OR BEFORE THE FCC, PUC OR ANY
APPLICABLE GOVERNMENTAL AUTHORITY WHICH COULD IN ANY MANNER THREATEN OR
ADVERSELY AFFECT THE VALIDITY OF ANY LICENSE.
(C)
ALL OF THE MATERIAL PROPERTIES, EQUIPMENT AND SYSTEMS OWNED,
LEASED OR MANAGED BY THE LOAN PARTIES OR THEIR RESPECTIVE SUBSIDIARIES ARE, AND
(TO THE BEST KNOWLEDGE OF THE LOAN PARTIES) ALL SUCH PROPERTY, EQUIPMENT AND
SYSTEMS TO BE ACQUIRED OR ADDED IN CONNECTION WITH ANY CONTEMPLATED SYSTEM
EXPANSION OR CONSTRUCTION WILL BE, IN GOOD REPAIR, WORKING ORDER AND CONDITION
(REASONABLE WEAR AND TEAR EXCEPTED) AND ARE AND WILL BE IN COMPLIANCE WITH ALL
TERMS AND CONDITIONS OF THE LICENSES AND ALL STANDARDS OR RULES IMPOSED BY ANY