Common use of The CATV Systems Clause in Contracts

The CATV Systems. (a) Each of the Company and its Subsidiaries, and the CATV System owned by it on the date hereof (or that, after giving effect to any Scheduled Acquisition or Subsequent Acquisition will be owned by it), are (or, in the case of any CATV System acquired in a Scheduled Acquisition or a Subsequent Acquisition, will on the date of such Scheduled Acquisition or Subsequent Acquisition be) in compliance with all applicable federal, state and local laws, rules and regulations, including without limitation, the Telecommunications Act of 1996, the Communications Act of 1934, as amended, the Cable Communications Policy Act of 1984, the Cable Television Consumer Protection and Competition Act of 1992, the Copyright Act of 1976, as amended, and the rules and policies of the FCC and the United States Copyright Office, including, without limitation, rules and laws governing system registration, use of aeronautical frequencies and signal carriage, equal employment opportunity, cumulative leakage index testing and reporting, signal leakage, and subscriber privacy, except to the extent that the failure to so comply with any of the foregoing could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing (except to the extent that the failure to comply with any of the following could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect and except as set forth in Schedule VI hereto: (i) the communities included in the areas covered by the Franchises have been registered with the FCC; (ii) all of the periodic performance tests on such CATV Systems required under the rules and policies of the FCC have been performed and the results of such tests demonstrate satisfactory compliance with the applicable requirements being tested in all material respects; (iii) such CATV Systems currently meet or exceed the technical standards set forth in the rules and policies of the FCC, including, without limitation, the leakage limits contained in 47 C.F.R. Section 76.605(a)(11); (iv) such CATV Systems are being operated in compliance with the provisions of 47 C.F.R. Sections 76.610 through 76.619 (mid-band and super-band signal carriage), including 47 C.F.R. Section 76.611 (compliance with the cumulative signal leakage index); (v) where required, appropriate authorizations from the FCC have been obtained for the use of all aeronautical frequencies in use in such CATV Systems and such CATV Systems are presently being operated in compliance with such authorizations (and all required certificates, permits and clearances from governmental agencies, including the Federal Aviation Administration, with respect to all towers, earth stations, business radios and frequencies utilized and carried by such CATV Systems have been obtained); (vi) all notices to subscribers of such CATV Systems and such CATV Systems required by the rules and policies of the FCC have been provided; (vii) such CATV Systems are in compliance with Part V of Title VI of the Communications Act of 1934, as amended, as well as any and all rules and policies adopted by the FCC to implement said Part V; and (viii) such CATV Systems are in compliance with the provisions of the Communications Decency Act of 1996 in effect, as well as any and all FCC rules and policies in effect to implement said Act. (b) All notices, statements of account, supplements and other documents required under Section 111 of the Copyright Act of 1976, as amended, and under the rules of the Copyright Office with respect to the carriage of off-air signals by the CATV Systems owned by the Company and its Subsidiaries have been duly filed, and the proper amount of copyright fees have been paid on a timely basis, and each such CATV System qualifies for the compulsory license under Section 111 of the Copyright Act of 1976, as amended, except to the extent that the failure to so file or pay could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (c) Except as set forth on Schedule VI hereto, the carriage of all off-air signals by the CATV Systems owned by the Company and its Subsidiaries on the date hereof (or that, after giving effect to any Scheduled Acquisition or Subsequent Acquisition will be owned by it), are (or, in the case of any CATV System acquired in a Scheduled Acquisition or Subsequent Acquisition, will on the date of such Scheduled Acquisition or Subsequent Acquisition be) permitted by valid retransmission consent agreements or by must-carry elections by broadcasters, except to the extent the failure to obtain any of the foregoing could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (d) Each of the Company and its Subsidiaries and each Seller have complied with their respective obligations with regard to protecting the privacy rights of any past or present customers of the CATV Systems owned by the Company and its Subsidiaries on the date hereof (or, of the CATV Systems acquired in any Scheduled Acquisition or Subsequent Acquisition on the date of such Scheduled Acquisition or Subsequent Acquisition), except to the extent that the failure to so comply could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (e) None of the Company nor its Subsidiaries has been denied EEO certification by the FCC, and no FCC proceedings against any such Person in respect of EEO violation are pending or, to the Company's knowledge, threatened. (f) The assets of the CATV Systems owned by the Company and its Subsidiaries on the date hereof (or, of the CATV Systems acquired in any Scheduled Acquisition or Subsequent Acquisition on the date of such Scheduled Acquisition or Subsequent Acquisition), are adequate and sufficient for all of the current operations of such CATV System.

The CATV Systems. (a) Each The Borrower and each of the Company and its Subsidiaries, and the CATV System owned by it on the date hereof and, (or that, after giving effect to any Scheduled Acquisition the transactions contemplated hereunder to occur on or Subsequent Acquisition will before the Closing Date), the CATV Systems to be owned by it), are (or, in the case of any CATV System acquired in a Scheduled Acquisition or a Subsequent Acquisition, will on the date of such Scheduled Acquisition or Subsequent Acquisition be) in compliance with all applicable federal, state and local laws, rules and regulations, including without limitation, the Telecommunications Act of 1996, the Communications Act of 1934, as amended, the Cable Communications Policy Act of 1984, the Cable Television Consumer Protection and Competition Act of 1992, the Copyright Revision Act of 1976, as amended, and the rules and policies regulations of the FCC and the United States Copyright Office, including, without limitation, rules and laws governing system registration, use of aeronautical frequencies and signal carriage, equal employment opportunity, cumulative leakage index testing and reporting, signal leakage, and subscriber privacy, except to the extent that the failure to so comply with any of the foregoing could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing (except to the extent that the failure to comply with any of the following could not (either individually or in the aggregate) Credit Agreement ---------------- reasonably be expected to have a Material Adverse Effect and except as set forth in Schedule VI V hereto: (i) the communities included in the areas covered by the Franchises have been registered with the FCC; (ii) all of the periodic annual performance tests on such CATV Systems required under the rules and policies regulations of the FCC have been performed and the results of such tests demonstrate satisfactory compliance with the applicable requirements being tested in all material respects; (iii) to the knowledge of the Borrower, such CATV Systems currently meet or exceed the technical standards set forth in the rules and policies regulations of the FCC, including, without limitation, the leakage limits contained in 47 C.F.R. Section 76.605(a)(11); (iv) to the knowledge of the Borrower, such CATV Systems are being operated in compliance with the provisions of 47 C.F.R. Sections 76.610 through 76.619 (mid-band and super-band signal carriage), including 47 C.F.R. Section 76.611 (compliance with the cumulative signal leakage index);; and (v) to the knowledge of the Borrower, where required, appropriate authorizations from the FCC have been obtained for the use of all aeronautical frequencies in use in such CATV Systems and such CATV Systems are presently being operated in compliance with such authorizations (and all required certificates, permits and clearances from governmental agencies, including the Federal Aviation Administration, with respect to all towers, earth stations, business radios and frequencies utilized and carried by such CATV Systems have been obtained); (vi) all notices to subscribers of such CATV Systems and such CATV Systems required by the rules and policies of the FCC have been provided; (vii) such CATV Systems are in compliance with Part V of Title VI of the Communications Act of 1934, as amended, as well as any and all rules and policies adopted by the FCC to implement said Part V; and (viii) such CATV Systems are in compliance with the provisions of the Communications Decency Act of 1996 in effect, as well as any and all FCC rules and policies in effect to implement said Act. (b) All To the knowledge of the Borrower, all notices, statements of account, supplements and other documents required under Section 111 of the Copyright Act of 1976, as amended, 1976 and under the rules of the Copyright Office with respect to the carriage of off-air signals by the CATV Systems (the "Copyright Filings") to be owned by ----------------- the Company Borrower and its Subsidiaries (after giving effect to the transactions contemplated hereunder to occur on or before the Closing Date) have been duly filed, and the proper amount of copyright fees have been paid on a timely basis, and each such CATV System qualifies for the compulsory license under Section 111 of the Copyright Act of 1976, as amended, except to the extent that the failure to so file or pay could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect.. To the knowledge of the Borrower, there is no pending claim, action, demand or litigation by any other person with respect to the Copyright Filings or related royalty payments made by the CATV Systems. Credit Agreement ---------------- (c) Except as set forth on Schedule VI hereto, the The carriage of all off-air signals by the CATV Systems to be owned by the Company Borrower and its Subsidiaries on the date hereof (or that, after giving effect to any Scheduled Acquisition the transactions contemplated hereunder to occur on or Subsequent Acquisition will be owned by it), are (or, in before the case of any CATV System acquired in a Scheduled Acquisition or Subsequent Acquisition, will on the date of such Scheduled Acquisition or Subsequent Acquisition beClosing Date) is permitted by valid retransmission transmission consent agreements or by must-carry elections by broadcasters, or is otherwise permitted under applicable law, except to the extent the failure to obtain any of the foregoing could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (d) Each of the Company and its Subsidiaries and each Seller have complied with their respective obligations with regard to protecting the privacy rights of any past or present customers of the CATV Systems owned by the Company and its Subsidiaries on the date hereof (or, of the CATV Systems acquired in any Scheduled Acquisition or Subsequent Acquisition on the date of such Scheduled Acquisition or Subsequent Acquisition), except to the extent that the failure to so comply could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (e) None of the Company nor its Subsidiaries has been denied EEO certification by the FCC, and no FCC proceedings against any such Person in respect of EEO violation are pending or, to the Company's knowledge, threatened. (f) The assets of the CATV Systems to be owned by the Company Borrower and its Subsidiaries (after giving effect to the transactions contemplated hereunder to occur on or before the date hereof (or, of the CATV Systems acquired in any Scheduled Acquisition or Subsequent Acquisition on the date of such Scheduled Acquisition or Subsequent Acquisition), Closing Date) are adequate and sufficient in all material respects for all of the current operations of such CATV SystemSystems.

The CATV Systems. (a) Each of the Company Borrowers and its their Subsidiaries, and the CATV System owned by it on the date hereof and, (or that, after giving effect to any Scheduled Acquisition the transactions contemplated hereunder to occur on or Subsequent Acquisition will before the Effective Date), the CATV Systems to be owned by it), are (or, in the case of any CATV System acquired in a Scheduled Acquisition or a Subsequent Acquisition, will on the date of such Scheduled Acquisition or Subsequent Acquisition be) in compliance with all applicable federal, state and local laws, rules and regulations, including without limitation, the Telecommunications Act of 1996, the Communications Act of 1934, as amended, the Cable Communications Policy Act of 1984, the Cable Television Consumer Protection and Competition Act of 1992, the Copyright Revision Act of 1976, as amended, and the rules and policies regulations of the FCC and the United States Copyright Office, including, without limitation, rules and laws governing system registration, use of aeronautical frequencies and signal carriage, equal employment opportunity, cumulative leakage index testing and reporting, signal leakage, and subscriber privacy, except to the extent that the failure to so comply with any of the foregoing could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing (except to the extent that the failure to comply with any of the following could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect and except as set forth in Schedule VI IV hereto: (i) the communities included in the areas covered by the Franchises have been registered with the FCC; (ii) all of the periodic annual performance tests on such CATV Systems required under the rules and policies regulations of the FCC have been performed and the results of such tests demonstrate satisfactory compliance with the applicable requirements being tested in all material respects;; Credit Agreement ---------------- (iii) to the knowledge of the Borrowers, such CATV Systems currently meet or exceed the technical standards set forth in the rules and policies regulations of the FCC, including, without limitation, the leakage limits contained in 47 C.F.R. Section 76.605(a)(11); (iv) to the knowledge of the Borrowers, such CATV Systems are being operated in compliance with the provisions of 47 C.F.R. Sections 76.610 through 76.619 (mid-band and super-band signal carriage), including 47 C.F.R. Section 76.611 (compliance with the cumulative signal leakage index);; and (v) to the knowledge of the Borrowers, where required, appropriate authorizations from the FCC have been obtained for the use of all aeronautical frequencies in use in such CATV Systems and such CATV Systems are presently being operated in compliance with such authorizations (and all required certificates, permits and clearances from governmental agencies, including the Federal Aviation Administration, with respect to all towers, earth stations, business radios and frequencies utilized and carried by such CATV Systems have been obtained); (vi) all notices to subscribers of such CATV Systems and such CATV Systems required by the rules and policies of the FCC have been provided; (vii) such CATV Systems are in compliance with Part V of Title VI of the Communications Act of 1934, as amended, as well as any and all rules and policies adopted by the FCC to implement said Part V; and (viii) such CATV Systems are in compliance with the provisions of the Communications Decency Act of 1996 in effect, as well as any and all FCC rules and policies in effect to implement said Act. (b) All To the knowledge of the Borrowers, all notices, statements of account, supplements and other documents required under Section 111 of the Copyright Act of 1976, as amended, 1976 and under the rules of the Copyright Office with respect to the carriage of off-air signals by the CATV Systems to be owned by the Company Borrowers and its their Subsidiaries (after giving effect to the transactions contemplated hereunder to occur on or before the Effective Date) have been duly filed, and the proper amount of copyright fees have been paid on a timely basis, and each such CATV System qualifies for the compulsory license under Section 111 of the Copyright Act of 1976, as amended, except to the extent that the failure to so file or pay could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (c) Except as set forth on Schedule VI hereto, the The carriage of all off-air signals by the CATV Systems to be owned by the Company Borrowers and its their Subsidiaries on the date hereof (or that, after giving effect to any Scheduled Acquisition the transactions contemplated hereunder to occur on or Subsequent Acquisition will be owned by it), are (or, in before the case of any CATV System acquired in a Scheduled Acquisition or Subsequent Acquisition, will on the date of such Scheduled Acquisition or Subsequent Acquisition beEffective Date) is permitted by valid retransmission transmission consent agreements or by must-carry elections by broadcasters, or is otherwise permitted under applicable law, except to the extent the failure to obtain any of the foregoing Credit Agreement ---------------- could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (d) Each of the Company and its Subsidiaries and each Seller have complied with their respective obligations with regard to protecting the privacy rights of any past or present customers of the CATV Systems owned by the Company and its Subsidiaries on the date hereof (or, of the CATV Systems acquired in any Scheduled Acquisition or Subsequent Acquisition on the date of such Scheduled Acquisition or Subsequent Acquisition), except to the extent that the failure to so comply could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (e) None of the Company nor its Subsidiaries has been denied EEO certification by the FCC, and no FCC proceedings against any such Person in respect of EEO violation are pending or, to the Company's knowledge, threatened. (f) The assets of the CATV Systems to be owned by the Company Borrowers and its their Subsidiaries (after giving effect to the transactions contemplated hereunder to occur on or before the date hereof (or, of the CATV Systems acquired in any Scheduled Acquisition or Subsequent Acquisition on the date of such Scheduled Acquisition or Subsequent Acquisition), Effective Date) are adequate and sufficient for all of the current operations of such CATV System.

The CATV Systems. (a) Each of the Company Borrowers and its their Subsidiaries, and the CATV System owned by it on the date hereof and, (or that, after giving effect to any Scheduled Acquisition or Subsequent Acquisition will the transactions contemplated hereunder to occur on the Closing Date) the CATV Systems to be owned by it), are (or, in the case of any CATV System acquired in a Scheduled Acquisition or a Subsequent Acquisition, will on the date of such Scheduled Acquisition or Subsequent Acquisition be) in compliance in all material respects with all applicable federal, state and local laws, rules and regulations, including without limitation, the Telecommunications Act of 1996, the Communications Act of 1934, as amended, the Cable Communications Policy Act of 1984, the Cable Television Consumer Protection and Competition Act of 1992Act, the Copyright Revision Act of 1976, as amended, and the rules and policies regulations of the FCC and the United States Copyright Office, including, without limitation, rules and laws governing system registration, use of aeronautical frequencies and signal carriage, equal employment opportunity, cumulative leakage index testing and reporting, signal leakage, and subscriber privacy, except to the extent that the failure to so comply with any of the foregoing could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing (except to the extent that the failure to comply with any of the following could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect and except as set forth in Schedule VI hereto: (i) the communities included in the areas covered by the Franchises have been registered with the FCC; (ii) all of the periodic annual performance tests on such CATV Systems required under the rules and policies regulations of the FCC have been performed and the results of such tests demonstrate satisfactory compliance with the applicable requirements being tested in all material respects;; Credit Agreement ---------------- (iii) to the knowledge of the Borrowers, such CATV Systems currently meet or exceed the technical standards set forth in the rules and policies regulations of the FCC, including, without limitation, the leakage limits contained in 47 C.F.R. Section 76.605(a)(11); (iv) to the knowledge of the Borrowers, such CATV Systems are being operated in compliance with the provisions of 47 C.F.R. Sections 76.610 through 76.619 (mid-band and super-band signal carriage), including 47 C.F.R. Section 76.611 (compliance with the cumulative signal leakage index);; and (v) to the knowledge of the Borrowers, where required, appropriate authorizations from the FCC have been obtained for the use of all aeronautical frequencies in use in such CATV Systems and such CATV Systems are presently being operated in compliance with such authorizations (and all required certificates, permits and clearances from governmental agencies, including the Federal Aviation Administration, with respect to all towers, earth stations, business radios and frequencies utilized and carried by such CATV Systems have been obtained); (vi) all notices to subscribers of such CATV Systems and such CATV Systems required by the rules and policies of the FCC have been provided; (vii) such CATV Systems are in compliance with Part V of Title VI of the Communications Act of 1934, as amended, as well as any and all rules and policies adopted by the FCC to implement said Part V; and (viii) such CATV Systems are in compliance with the provisions of the Communications Decency Act of 1996 in effect, as well as any and all FCC rules and policies in effect to implement said Act. (b) All To the knowledge of the Borrowers, all notices, statements of account, supplements and other documents required under Section 111 of the Copyright Act of 1976, as amended, 1976 and under the rules of the Copyright Office with respect to the carriage of off-air broadcast station signals by the CATV Systems (the "Copyright Filings") owned ----------------- or to be owned by the Company Borrowers and its their Subsidiaries (after giving effect to the transactions contemplated hereunder to occur on the Closing Date) have been duly filed, and the proper amount of copyright fees have been paid on a timely basis, and each such CATV System qualifies for the compulsory license under Section 111 of the Copyright Act of 1976, as amended, except to the extent that the failure to so file or pay could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrowers, there is no pending claim, action, demand or litigation by any other person with respect to the Copyright Filings or related royalty payments made by the CATV Systems. (c) Except as set forth on Schedule VI hereto, the The carriage of all off-air signals by the CATV Systems owned or to be owned by the Company Borrowers and its their Subsidiaries on the date hereof (or that, after giving effect to any Scheduled Acquisition or Subsequent Acquisition will be owned by it), are (or, in the case of any CATV System acquired in a Scheduled Acquisition or Subsequent Acquisition, will transactions contemplated hereunder to occur on the date of such Scheduled Acquisition or Subsequent Acquisition beClosing Date) is permitted by valid retransmission transmission consent agreements or by must-carry elections by broadcasters, or is otherwise permitted under applicable law, except to the extent the failure to obtain any of the foregoing could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (d) Each of the Company and its Subsidiaries and each Seller have complied with their respective obligations with regard to protecting the privacy rights of any past or present customers of the CATV Systems owned by the Company and its Subsidiaries on the date hereof (or, of the CATV Systems acquired in any Scheduled Acquisition or Subsequent Acquisition on the date of such Scheduled Acquisition or Subsequent Acquisition), except to the extent that the failure to so comply could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (e) None of the Company nor its Subsidiaries has been denied EEO certification by the FCC, and no FCC proceedings against any such Person in respect of EEO violation are pending or, to the Company's knowledge, threatened. (f) The assets of the CATV Systems owned or to be owned by the Company Borrowers and its their Subsidiaries (after giving effect to the transactions contemplated hereunder to occur on the date hereof (or, of the CATV Systems acquired in any Scheduled Acquisition or Subsequent Acquisition on the date of such Scheduled Acquisition or Subsequent Acquisition), Credit Agreement ---------------- Closing Date) are adequate and sufficient in all material respects for all of the current operations of such CATV SystemSystems.

The CATV Systems. (a) Each of the Company The Borrower and its Subsidiarieseach Subsidiary, and the CATV System Systems owned by it on the date hereof them (or thatand, after giving effect to any Scheduled Acquisition or Subsequent Acquisition will the Cable One Acquisition, to be owned by it), them) are (or, in the case of any CATV System acquired in a Scheduled Acquisition or a Subsequent Acquisition, will on the date of such Scheduled Acquisition or Subsequent Acquisition be) in compliance in all material respects with all applicable federal, state and local laws, rules and regulations, including without limitation, the Telecommunications Act of 1996, the Communications Act of 1934, as amendedAct, the Cable Communications Policy Act of 1984, the Cable Television Consumer Protection and Competition Act of 1992, the Copyright Revision Act of 1976, as amended, and the rules and policies regulations of the FCC and the United States Copyright Office, including, without limitation, rules and laws governing system registration, use of aeronautical frequencies and signal carriage, equal employment opportunity, cumulative leakage index testing and reporting, signal leakage, and subscriber privacy, except to the extent that the failure to so comply with any of the foregoing could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing (except to the extent that the failure to comply with any of the following could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect and except as set forth in Schedule VI heretoforegoing: (i) the The communities included in the areas covered by the Franchises covering CATV Systems have been registered with the FCC; (ii) all of the periodic annual performance tests on such CATV Systems required under the rules and policies regulations of the FCC have been performed and the results of such tests demonstrate satisfactory compliance with the applicable requirements being tested in all material respectsperformed; (iii) except as set forth in Schedule 3.21 hereto, such CATV Systems currently meet or exceed the technical standards set forth in the rules and policies regulations of the FCC, including, without limitation, the leakage limits contained in the 47 C.F.R. Section 76.605(a)(11); (iv) except as set forth in Schedule 3.21 hereto, such CATV Systems are being operated in compliance with the provisions of 47 C.F.R. Sections Section 76.610 through 76.619 (mid-band and super-super- band signal carriage), including 47 C.F.R. Section 76.611 (compliance with the cumulative signal leakage index); (v) where required, appropriate authorizations from the FCC have been obtained for the use of all aeronautical frequencies in use in such CATV Systems and such CATV Systems are presently being operated in compliance with such authorizations (and all required certificates, permits and clearances from governmental agencies, including the Federal Aviation Administration, with respect to all towers, earth stations, business radios and frequencies utilized and carried by such CATV Systems have been obtained);; and (vi) all notices to subscribers of such CATV Systems and such CATV Systems required by the rules and policies regulations of the FCC have been provided; (vii) such CATV Systems are in compliance with Part V of Title VI of the Communications Act of 1934, as amended, as well as any and all rules and policies adopted by the FCC to implement said Part V; and (viii) such CATV Systems are in compliance with the provisions of the Communications Decency Act of 1996 in effect, as well as any and all FCC rules and policies in effect to implement said Act. (b) All notices, statements of account, supplements and other documents required under Section 111 of the Copyright Act of 1976, as amended, 1976 and under the rules of the Copyright Office with respect to the carriage of off-air signals by the CATV Systems owned by the Company Borrower and its the Subsidiaries (and, after giving effect to the Cable One Acquisition, to be owned by the Borrower and the Subsidiaries) have been duly fully filed, and the proper amount amounts of copyright fees have been paid on a timely basis, and each such CATV System qualifies for the compulsory license under Section 111 of the Copyright Act of 1976, as amended, except to the extent that the failure to so file or pay could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (c) Except as set forth on Schedule VI hereto, the The carriage of all off-air signals by the CATV Systems owned by the Company Borrower and its the Subsidiaries on the date hereof (or thatand, after giving effect to any Scheduled Acquisition or Subsequent Acquisition will the Cable One Acquisition, to be owned by it), are (or, in the case of any CATV System acquired in a Scheduled Acquisition or Subsequent Acquisition, will on Borrower and the date of such Scheduled Acquisition or Subsequent Acquisition beSubsidiaries) is permitted by valid retransmission transmission consent agreements or by must-carry elections by broadcasters, except to the extent the failure to obtain any of the foregoing could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (d) Each The Borrower and (to the best knowledge of the Company and its Subsidiaries and each Seller Borrower) Cable One have complied in all material respects with their respective obligations with regard to protecting the privacy rights of any past or present customers of the CATV Systems owned by the Company Borrower and its the Subsidiaries on the date hereof (orand, of the CATV Systems acquired in any Scheduled Acquisition or Subsequent Acquisition on the date of such Scheduled Acquisition or Subsequent Acquisition), except after giving effect to the extent that the failure to so comply could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (e) None of the Company nor its Subsidiaries has been denied EEO certification by the FCC, and no FCC proceedings against any such Person in respect of EEO violation are pending orCable One Acquisition, to the Company's knowledge, threatened. (f) The assets of the CATV Systems be owned by the Company Borrower and its Subsidiaries on the date hereof (or, of the CATV Systems acquired in any Scheduled Acquisition or Subsequent Acquisition on the date of such Scheduled Acquisition or Subsequent AcquisitionSubsidiaries), are adequate and sufficient for all of the current operations of such CATV System.

The CATV Systems. (a) Each of the Company Borrowers and its their Subsidiaries, and the CATV System owned by it on the date hereof (or that, after giving effect to any Scheduled Acquisition or Subsequent Acquisition will be Systems owned by it), are (or, in the case of any CATV System acquired in a Scheduled Acquisition or a Subsequent Acquisition, will on the date of such Scheduled Acquisition or Subsequent Acquisition be) in compliance in all material respects with all applicable federal, state and local laws, rules and regulations, including without limitation, the Telecommunications Act of 1996, the Communications Act of 1934, as amended, the Cable Communications Policy Act of 1984, the Cable Television Consumer Protection and Competition Act of 1992Act, the Copyright Revision Act of 1976, as amended, and the rules and policies regulations of the FCC and the United States Copyright Office, including, without limitation, rules and laws governing system registration, use of aeronautical frequencies and signal carriage, equal employment opportunity, cumulative leakage index testing and reporting, signal leakage, and subscriber privacy, except to the extent that the failure to so comply with any of the foregoing could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing (except to the extent that the failure to comply with any of the following could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect and except as set forth in Schedule VI V hereto: (i) the communities included in the areas covered by the Franchises have been registered with the FCC; (ii) all of the periodic annual performance tests on such CATV Systems required under the rules and policies regulations of the FCC have been performed and the results of such tests demonstrate satisfactory compliance with the applicable requirements being tested in all material respects; (iii) such CATV Systems currently meet or exceed the technical standards set forth in the rules and policies regulations of the FCC, including, without limitation, the leakage limits contained in 47 C.F.R. Section 76.605(a)(11); (iv) such CATV Systems are being operated in compliance with the provisions of 47 C.F.R. Sections 76.610 through 76.619 (mid-band and super-super- band signal carriage), including 47 C.F.R. Section 76.611 (compliance with the cumulative signal leakage index);; and (v) where required, appropriate authorizations from the FCC have been obtained for the use of all aeronautical frequencies in use in such CATV Systems and such CATV Systems are presently being operated in compliance with such authorizations (and all required certificates, permits and clearances from governmental agencies, including the Federal Aviation Administration, with respect to all towers, earth stations, business radios and frequencies utilized and carried by such CATV Systems have been obtained); (vi) all notices to subscribers of such CATV Systems and such CATV Systems required by the rules and policies of the FCC have been provided; (vii) such CATV Systems are in compliance with Part V of Title VI of the Communications Act of 1934, as amended, as well as any and all rules and policies adopted by the FCC to implement said Part V; and (viii) such CATV Systems are in compliance with the provisions of the Communications Decency Act of 1996 in effect, as well as any and all FCC rules and policies in effect to implement said Act. (b) All notices, statements of account, supplements and other documents required under Section 111 of the Copyright Act of 1976, as amended, 1976 and under the rules of the Copyright Office with respect to the carriage of off-air broadcast station signals by the CATV Systems (the "Copyright Filings") owned by the Company Borrowers and its ----------------- their Subsidiaries have been duly filed, and the proper amount of copyright fees have been paid on a timely basis, and each such CATV System qualifies for the compulsory license under Section 111 of the Copyright Act of 1976, as amended, except to the extent that the failure to so file or pay could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect, it being understood that this representation and warranty is given to the knowledge of the Borrowers with respect to periods prior to the ownership of such CATV Systems by the Borrowers and their Subsidiaries. To the knowledge of the Borrowers, there is no pending claim, action, demand or litigation by any other person with respect to the Copyright Filings or related royalty payments made by the CATV Systems. (c) Except as set forth on Schedule VI hereto, the The carriage of all off-air signals by the CATV Systems owned by the Company Borrowers and its their Subsidiaries on the date hereof (or that, after giving effect to any Scheduled Acquisition or Subsequent Acquisition will be owned by it), are (or, in the case of any CATV System acquired in a Scheduled Acquisition or Subsequent Acquisition, will on the date of such Scheduled Acquisition or Subsequent Acquisition be) is permitted by valid retransmission transmission consent agreements or by must-carry elections by broadcasters, or is otherwise permitted under applicable law, except to the extent the failure to obtain any of the foregoing could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (d) Each of the Company and its Subsidiaries and each Seller have complied with their respective obligations with regard to protecting the privacy rights of any past or present customers of the CATV Systems owned by the Company and its Subsidiaries on the date hereof (or, of the CATV Systems acquired in any Scheduled Acquisition or Subsequent Acquisition on the date of such Scheduled Acquisition or Subsequent Acquisition), except to the extent that the failure to so comply could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (e) None of the Company nor its Subsidiaries has been denied EEO certification by the FCC, and no FCC proceedings against any such Person in respect of EEO violation are pending or, to the Company's knowledge, threatened. (f) The assets of the CATV Systems owned by the Company Borrowers and its their Subsidiaries on the date hereof (or, of the CATV Systems acquired in any Scheduled Acquisition or Subsequent Acquisition on the date of such Scheduled Acquisition or Subsequent Acquisition), are adequate and sufficient in all material respects for all of the current operations of such CATV SystemSystems.

The CATV Systems. (a) Each of the Company The Borrower and its Subsidiarieseach Subsidiary, and the CATV System Systems owned by it on the date hereof them (or thatand, after giving effect to any Scheduled Acquisition or Subsequent Acquisition will the Cable One Acquisition, to be owned by it), them) are (or, in the case of any CATV System acquired in a Scheduled Acquisition or a Subsequent Acquisition, will on the date of such Scheduled Acquisition or Subsequent Acquisition be) in compliance in all material respects with all applicable federal, state and local laws, rules and regulations, including without limitation, the Telecommunications Act of 1996, the Communications Act of 1934, as amendedAct, the Cable Communications Policy Act of 1984, the Cable Television Consumer Protection and Competition Act of 1992, the Copyright Revision Act of 1976, as amended, and the rules and policies regulations of the FCC and the United States Copyright Office, including, without limitation, rules and laws governing system registration, use of aeronautical frequencies and signal carriage, equal employment opportunity, cumulative leakage index testing and reporting, signal leakage, and subscriber privacy, except to the extent that the failure to so comply with any of the foregoing could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing (except to the extent that the failure to comply with any of the following could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect and except as set forth in Schedule VI heretoforegoing: (i) the The communities included in the areas covered by the Franchises covering CATV Systems have been registered with the FCC; (ii) all of the periodic annual performance tests on such CATV Systems required under the rules and policies regulations of the FCC have been performed and the results of such tests demonstrate satisfactory compliance with the applicable requirements being tested in all material respectsperformed; (iii) except as set forth in Schedule 3.21 hereto, such CATV Systems currently meet or exceed the technical standards set 64 forth in the rules and policies regulations of the FCC, including, without limitation, the leakage limits contained in the 47 C.F.R. Section 76.605(a)(11); (iv) except as set forth in Schedule 3.21 hereto, such CATV Systems are being operated in compliance with the provisions of 47 C.F.R. Sections Section 76.610 through 76.619 (mid-band and super-band signal carriage), including 47 C.F.R. Section 76.611 (compliance with the cumulative signal leakage index); (v) where required, appropriate authorizations from the FCC have been obtained for the use of all aeronautical frequencies in use in such CATV Systems and such CATV Systems are presently being operated in compliance with such authorizations (and all required certificates, permits and clearances from governmental agencies, including the Federal Aviation Administration, with respect to all towers, earth stations, business radios and frequencies utilized and carried by such CATV Systems have been obtained);; and (vi) all notices to subscribers of such CATV Systems and such CATV Systems required by the rules and policies regulations of the FCC have been provided; (vii) such CATV Systems are in compliance with Part V of Title VI of the Communications Act of 1934, as amended, as well as any and all rules and policies adopted by the FCC to implement said Part V; and (viii) such CATV Systems are in compliance with the provisions of the Communications Decency Act of 1996 in effect, as well as any and all FCC rules and policies in effect to implement said Act. (b) All notices, statements of account, supplements and other documents required under Section 111 of the Copyright Act of 1976, as amended, 1976 and under the rules of the Copyright Office with respect to the carriage of off-air signals by the CATV Systems owned by the Company Borrower and its the Subsidiaries (and, after giving effect to the Cable One Acquisition, to be owned by the Borrower and the Subsidiaries) have been duly fully filed, and the proper amount amounts of copyright fees have been paid on a timely basis, and each such CATV System qualifies for the compulsory license under Section 111 of the Copyright Act of 1976, as amended, except to the extent that the failure to so file or pay could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (c) Except as set forth on Schedule VI hereto, the The carriage of all off-air signals by the CATV Systems owned by the Company Borrower and its the Subsidiaries on the date hereof (or thatand, after giving effect to any Scheduled Acquisition or Subsequent Acquisition will the Cable One Acquisition, to be owned by it), are (or, in the case of any CATV System acquired in a Scheduled Acquisition or Subsequent Acquisition, will on Borrower and the date of such Scheduled Acquisition or Subsequent Acquisition beSubsidiaries) is permitted by valid retransmission transmission consent agreements or by must-carry elections by broadcasters, except to the extent the failure to obtain any of the foregoing could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (d) Each The Borrower and (to the best knowledge of the Company and its Subsidiaries and each Seller Borrower) Cable One have complied in all material respects with their respective obligations with regard to protecting the privacy rights of any past or present customers of the CATV Systems owned by the Company Borrower and its the Subsidiaries on the date hereof (orand, of the CATV Systems acquired in any Scheduled Acquisition or Subsequent Acquisition on the date of such Scheduled Acquisition or Subsequent Acquisition), except after giving effect to the extent that the failure to so comply could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (e) None of the Company nor its Subsidiaries has been denied EEO certification by the FCC, and no FCC proceedings against any such Person in respect of EEO violation are pending orCable One Acquisition, to the Company's knowledge, threatened. (f) The assets of the CATV Systems be owned by the Company Borrower and its Subsidiaries on the date hereof (or, of the CATV Systems acquired in any Scheduled Acquisition or Subsequent Acquisition on the date of such Scheduled Acquisition or Subsequent AcquisitionSubsidiaries), are adequate and sufficient for all of the current operations of such CATV System.

The CATV Systems. (a) Each Compliance with Law. Except as set forth in Schedule VI hereto, each of the Company Borrowers and its Subsidiaries, their Subsidiaries and the CATV System Systems owned or operated by it on the date hereof (or that, after giving effect to any Scheduled Acquisition or Subsequent Acquisition will be owned by it), them are (or, in the case of any CATV System acquired in a Scheduled Acquisition or a Subsequent Acquisition, will on the date of such Scheduled Acquisition or Subsequent Acquisition be) in compliance in all material respects with all applicable federal, state and local laws, rules and regulations, including without limitation, the Telecommunications Act of 1996, the Communications Act of 1934, as amended, amended (the Cable “Communications Policy Act of 1984, the Cable Television Consumer Protection and Competition Act of 1992Act”), the Copyright Act of 1976, as amendedamended (the “Copyright Act”), and the rules and policies regulations of the FCC FCC, the FAA and the United States Copyright Office (the “Copyright Office”), including, without limitation, rules and laws governing system registration, use of aeronautical frequencies restricted frequencies, signal carriage and signal carriageprogram exclusivity requirements, leased access channels, emergency alert system requirements, equal employment opportunity, cumulative leakage index testing and reporting, signal leakage, tower registration and clearance, subscriber privacynotices, and privacy requirements, except to the extent that the failure to so comply with any of the foregoing could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing (foregoing, except to the extent that the failure to comply with any of the following could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect and except as set forth in Schedule VI hereto: (i) the communities included in the areas covered by the Franchises have been registered with the FCC; (ii) all of the periodic current annual performance tests on such CATV Systems required under the rules and policies regulations of the FCC have been timely performed and the results of such tests demonstrate satisfactory compliance with the applicable FCC requirements being tested in all material respects; (iii) to the knowledge of the Borrowers, as of the most recent annual performance tests, such CATV Systems currently meet or exceed the technical standards set forth in the rules and policies regulations of the FCC, including, without limitation, the leakage limits contained in 47 C.F.R. Section 76.605(a)(11); (iv) such CATV Systems are being operated in compliance with the provisions of 47 C.F.R. Sections 76.610 through 76.619 (mid-band and super-band signal carriage), including 47 C.F.R. Section 76.611 (compliance with the cumulative signal leakage index);; and (v) where required, appropriate authorizations from the FCC have been obtained for the use of all aeronautical restricted frequencies in use in such CATV Systems and and, to the knowledge of the Borrowers, such CATV Systems are presently being operated in compliance with such authorizations (and all required certificates, permits and clearances from governmental agencies, including the Federal Aviation AdministrationFAA, with respect to all towers, earth stations, business radios and frequencies utilized and carried by such CATV Systems have been obtained); (vi) all notices to subscribers of such CATV Systems and such CATV Systems required by the rules and policies of the FCC have been provided; (vii) such CATV Systems are in compliance with Part V of Title VI of the Communications Act of 1934, as amended, as well as any and all rules and policies adopted by the FCC to implement said Part V; and (viii) such CATV Systems are in compliance with the provisions of the Communications Decency Act of 1996 in effect, as well as any and all FCC rules and policies in effect to implement said Act. (b) All Copyright Filings. Except as set forth in Schedule VI hereto, for all periods covered by any applicable statute of limitations, all notices, statements of account, supplements and other documents required under Section 111 of the Copyright Act of 1976, as amendedAct, and under the rules of the Copyright Office Office, with respect to the carriage of off-air broadcast station signals by the CATV Systems (collectively, the “Copyright Filings”) owned or operated by the Company Borrowers and its their Subsidiaries have been duly filed, and the proper amount of copyright fees have been paid on a timely basis, and each such CATV System qualifies for the compulsory license under Section 111 of the Copyright Act of 1976, as amended, except to the extent that the failure to so file or pay could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (c) Except as set forth on Schedule VI hereto. To the knowledge of the Borrowers, there is no pending claim, action, demand or litigation by any other Person with respect to the carriage of all off-air signals Copyright Filings or related royalty payments made by the CATV Systems owned by the Company and its Subsidiaries on the date hereof (or that, after giving effect to any Scheduled Acquisition or Subsequent Acquisition will be owned by it), are (or, in the case of any CATV System acquired in a Scheduled Acquisition or Subsequent Acquisition, will on the date of such Scheduled Acquisition or Subsequent Acquisition be) permitted by valid retransmission consent agreements or by must-carry elections by broadcasters, except to the extent the failure to obtain any of the foregoing could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse EffectSystems. (d) Each of the Company and its Subsidiaries and each Seller have complied with their respective obligations with regard to protecting the privacy rights of any past or present customers of the CATV Systems owned by the Company and its Subsidiaries on the date hereof (or, of the CATV Systems acquired in any Scheduled Acquisition or Subsequent Acquisition on the date of such Scheduled Acquisition or Subsequent Acquisition), except to the extent that the failure to so comply could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (e) None of the Company nor its Subsidiaries has been denied EEO certification by the FCC, and no FCC proceedings against any such Person in respect of EEO violation are pending or, to the Company's knowledge, threatened. (f) The assets of the CATV Systems owned by the Company and its Subsidiaries on the date hereof (or, of the CATV Systems acquired in any Scheduled Acquisition or Subsequent Acquisition on the date of such Scheduled Acquisition or Subsequent Acquisition), are adequate and sufficient for all of the current operations of such CATV System.

The CATV Systems. (a) Each of the Company The Borrower and its Subsidiarieseach Subsidiary, and the CATV System Systems owned by it on the date hereof them (or thatand, after giving effect to any Scheduled Acquisition or Subsequent Acquisition will the BTI Acquisition, to be owned by it), them) are (or, in the case of any CATV System acquired in a Scheduled Acquisition or a Subsequent Acquisition, will on the date of such Scheduled Acquisition or Subsequent Acquisition be) in compliance in all material respects with all applicable federal, state and local laws, rules and regulations, including without limitation, the Telecommunications Act of 1996, the Communications Act of 1934, as amendedAct, the Cable Communications Policy Act of 1984, the Cable Television Consumer Protection and Competition Act of 1992, the Copyright Revision Act of 1976, as amended, and the rules and policies regulations of the FCC and the United States Copyright Office, including, without limitation, rules and laws governing system registration, use of aeronautical frequencies and signal carriage, equal employment opportunity, cumulative leakage index testing and reporting, signal leakage, and subscriber privacy, except to the extent that the failure to so comply with any of the foregoing could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing (except to the extent that the failure to comply with any of the following could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect and except as set forth in Schedule VI heretoforegoing: (i) the The communities included in the areas covered by the Franchises covering CATV Systems have been registered with the FCC; (ii) all of the periodic annual performance tests on such CATV Systems required under the rules and policies regulations of the FCC have been performed and the results of such tests demonstrate satisfactory compliance with the applicable requirements being tested in all material respectsperformed; (iii) except as set forth in Schedule 3.21 hereto, such CATV Systems currently meet or exceed the technical standards set forth in the rules and policies regulations of the FCC, including, without limitation, the leakage limits contained in the 47 C.F.R. Section 76.605(a)(11); (iv) except as set forth in Schedule 3.21 hereto, such CATV Systems are being operated in compliance with the provisions of 47 C.F.R. Sections Section 76.610 through 76.619 (mid-band and super-band signal carriage), including 47 C.F.R. Section 76.611 (compliance with the cumulative signal leakage index); (v) where required, appropriate authorizations from the FCC have been obtained for the use of all aeronautical frequencies in use in such CATV Systems and such CATV Systems are presently being operated in compliance with such authorizations (and all required certificates, permits and clearances from governmental agencies, including the Federal Aviation Administration, with respect to all towers, earth stations, business radios and frequencies utilized and carried by such CATV Systems have been obtained);; and (vi) all notices to subscribers of such CATV Systems and such CATV Systems required by the rules and policies regulations of the FCC have been provided; (vii) such CATV Systems are in compliance with Part V of Title VI of the Communications Act of 1934, as amended, as well as any and all rules and policies adopted by the FCC to implement said Part V; and (viii) such CATV Systems are in compliance with the provisions of the Communications Decency Act of 1996 in effect, as well as any and all FCC rules and policies in effect to implement said Act. (b) All notices, statements of account, supplements and other documents required under Section 111 of the Copyright Act of 1976, as amended, 1976 and under the rules of the Copyright Office with respect to the carriage of off-air signals by the CATV Systems owned by the Company Borrower and its the Subsidiaries (and, after giving effect to the BTI Acquisition, to be owned by the Borrower and the Subsidiaries) have been duly fully filed, and the proper amount amounts of copyright fees have been paid on a timely basis, and each such CATV System qualifies for the compulsory license under Section 111 of the Copyright Act of 1976, as amended, except to the extent that the failure to so file or pay could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (c) Except as set forth on Schedule VI hereto, the The carriage of all off-air signals by the CATV Systems owned by the Company Borrower and its the Subsidiaries on the date hereof (or thatand, after giving effect to any Scheduled Acquisition or Subsequent Acquisition will the BTI Acquisition, to be owned by it), are (or, in the case of any CATV System acquired in a Scheduled Acquisition or Subsequent Acquisition, will on Borrower and the date of such Scheduled Acquisition or Subsequent Acquisition beSubsidiaries) is permitted by valid retransmission transmission consent agreements or by must-carry elections by broadcasters, except to the extent the failure to obtain any of the foregoing could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (d) Each The Borrower and (to the best knowledge of the Company and its Subsidiaries and each Seller Borrower) BTI have complied in all material respects with their respective obligations with regard to protecting the privacy rights of any past or present customers of the CATV Systems owned by the Company Borrower and its the Subsidiaries on the date hereof (orand, of the CATV Systems acquired in any Scheduled Acquisition or Subsequent Acquisition on the date of such Scheduled Acquisition or Subsequent Acquisition), except after giving effect to the extent that the failure to so comply could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (e) None of the Company nor its Subsidiaries has been denied EEO certification by the FCC, and no FCC proceedings against any such Person in respect of EEO violation are pending orBTI Acquisition, to the Company's knowledge, threatened. (f) The assets of the CATV Systems be owned by the Company Borrower and its Subsidiaries on the date hereof (or, of the CATV Systems acquired in any Scheduled Acquisition or Subsequent Acquisition on the date of such Scheduled Acquisition or Subsequent AcquisitionSubsidiaries), are adequate and sufficient for all of the current operations of such CATV System.