Common use of Network Facilities Clause in Contracts

Network Facilities. (a) Schedule 3.22(a)(i) hereto sets forth maps showing in reasonable detail the route and location of the Company’s Network Fiber which comprises the Company’s long haul network and metro access network (together, the “Network”) as follows: (i) the routes and locations of all fiber optic lines and other cabling owned by the Company; (ii) the routes and locations of buried conduits and aerial pole lines owned by the Company or leased by the Company from third parties; (iii) the routes and locations of all fiber optic lines and other cabling that the Company leases or obtains from others, including the approximate number of Fibers leased by the Company in each such route, in each case, as set forth in the applicable lease or Contract; (iv) the number and location of all regeneration sites in the Network Facilities and (v) locations (transmitting and receiving) of Company wireless Network Facilities. Schedule 3.22(a)(ii) hereto sets forth a list of the hub sites for interconnection of lines and operation of equipment. There are no material Network Fibers other than those set forth on Schedule 3.22(a) hereto, other than any Network Fibers added to the Network after the Execution Date. The Company has good title or valid rights of use over all Network Fibers. (b) The Network is in good working condition and is without any material defects. Schedule 3.22(b) hereto sets forth for the Company’s current operations, a true, correct and complete list of all outage details reasonably applicable to material incidents for the 12-month period ending December 31, 2016. (c) The Company has not been obligated to make any payments to any customers for failure to satisfy applicable “Service Level Agreements” with the customers of the Company, and circumstances have not arisen that would have required the Company to make any such payment if requested by a customer. (d) The Company owns or has a valid right to use the Network Underlying Rights free and clear of all Liens and has held all of the Network Underlying Rights in a manner that does not violate in any material respect the terms of any such Network Underlying Right. The Material Network Agreements constitute all rights necessary to allow the business of the Company to be operated in the ordinary course of business and consistent with past practices of the Company. (e) The Company has good and valid title to or otherwise has the right to use, and has adequate rights of access to, all items and equipment used to operate and maintain the Network and such items and equipment are in good operating condition and repair, free from all material defects, subject only to normal wear and tear.

Network Facilities. Except in each case as would not have a Company Material Adverse Effect: (a) Schedule 3.22(a)(iThe Company has made available to Parent the file described on Section 3.30(a) hereto of the Company Disclosure Letter, which file sets forth forth, as of the date hereof, maps maintained by each Company or its Subsidiaries showing in reasonable detail the route and location of the Company’s Network Fiber Cable which comprises the Company’s long haul network Network of the Company and metro access network its Subsidiaries (together, the “NetworkNetwork Facilities Maps”) as followsincluding: (i) the routes and locations of all fiber optic lines and other cabling owned by the CompanyCompany and its Subsidiaries; (ii) the routes and locations of buried conduits and aerial pole lines owned by the Company or leased by the Company from third parties; (iii) the routes and locations of all fiber optic lines and other cabling that the Company and its Subsidiaries leases or obtains from others, including the approximate number of Fibers leased by the Company in each such route, in each case, as set forth in the applicable lease or Contract; (iviii) the number and location of all regeneration sites in the Network Facilities and (viv) locations (transmitting and receiving) of Company wireless facilities in the Network Facilities. Schedule 3.22(a)(ii) hereto sets forth a list of the hub sites for interconnection of lines Company and operation of equipmentits Subsidiaries. There The Network Facilities Maps are no complete and accurate in all material Network Fibers other than those set forth on Schedule 3.22(a) hereto, other than any Network Fibers added to the Network after the Execution Daterespects. The Company has and its Subsidiaries have good title or valid rights of use over all Network FibersCables. (b) The Network is in good working condition condition, subject to ordinary wear and is without any material defects. Schedule 3.22(b) hereto sets forth for the Company’s current operations, a true, correct and complete list of all outage details reasonably applicable to material incidents for the 12-month period ending December 31, 2016tear. (c) The During the past two (2) years, neither Company nor its Subsidiaries has not been obligated to make any material payments to any customers for failure to satisfy applicable “Service Level Agreements” with the customers of the Company, and circumstances have not arisen that would have required the any Company to make any such payment if requested by a customeror its Subsidiaries. (d) The Company owns or has a valid right to use the Network Underlying Rights free and clear of all Liens and has held all of the Network Underlying Rights in a manner that does not violate in any material respect the terms of any such Network Underlying Right. The Material Network Agreements constitute all rights necessary to allow the business of the Company to be operated in the ordinary course of business and consistent with past practices of the Company. (e) The Company has its Subsidiaries have good and valid title to or otherwise has have the right to use, and has have adequate rights of access to, all material items and equipment used to operate and maintain the Network and such items and equipment are in good operating condition and repair, free from all material defects, subject only to normal wear and tear.