Compliance. Neither the Company nor any Subsidiary: # is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), # is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or # is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

Compliance. Become an “investment company” or a company controlled by an “investment company”, under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; fail to comply with applicable provisions of the Federal Fair Labor Standards Act or violate any other law or regulation, if the violation could reasonably be expected to have a material adverse effect on Borrower’s business, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Compliance. Each Party shall comply, and cause its Affiliates to comply, with all Applicable Laws in the performance of its obligations, and exercise of its rights, under this Agreement. Primary (and its Affiliates) and Legacy (and its Affiliates), respectively, shall include provisions in any agreement with any Primary Sublicensee or Legacy Licensee, respectively, requiring that such Third Party comply with all Applicable Laws in the performance of its obligations and exercise of its rights under such agreement, and each Party (and its Affiliates) shall use Commercially Reasonable Efforts to enforce such provisions, which shall include, with respect to Legacy, Legacy’s use of Commercially Reasonable Efforts to enforce such provisions of the Existing Ag Agreement.

Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a Registration Statement.

FCC Compliance. Manager shall be responsible for all obligations imposed under the FCC Laws in connection with the operation of the FCC Spectrum. Manager will also retain the primary responsibility for complying with the obligations under the Spectrum Leases as lessee of such spectrum. Manager will be the sole interface with the FCC on all matters directly relating to the FCC Spectrum; provided, however, that nothing contained herein shall restrict Purchaser from interfacing with the FCC on matters relating to the FCC's approval of Purchaser as a lessee or sublessee of the FCC Spectrum. Purchaser may request to accompany Manager to any meetings with the FCC which involve or relate to the Business or the FCC Spectrum as it relates to Purchaser’s applications to utilize such spectrum.

Compliance Certificate. A duly authorized Senior Financial Officer shall execute and deliver to each Additional Purchaser and each holder of Notes an Officer’s Certificate dated the date of issue of such Series of Additional Notes stating that such officer has reviewed the provisions of this Agreement (including any Supplements hereto) and setting forth the information and computations (in sufficient detail) required in order to establish whether [[Organization A:Organization]] is in compliance with the requirements of [Section 10.8] on such date (based upon the financial statements for the most recent fiscal quarter ended prior to the date of such certificate but after giving effect to the issuance of the Additional Series of Notes and the application of the proceeds thereof).

Completion/Compliance. The Property and lots therein have been completed in full compliance with all terms hereof. All requirements by applicable local, state and federal governmental authorities will have been met or exceeded for the Property and each lot therein, including but not limited to, preliminary and final plat approval, proper construction and availability of fully operational utilities including roads, water, sanitary sewer, storm, sewer with all necessary permits and fully compliant (no violations) with all applicable rules, regulations, and ordinances of applicable authorities, and a written statement from the engineer of record that building permits are obtainable from the appropriate governmental agencies for the construction of single-family houses on the lots. A preliminary and final plat of the development, approved construction drawings from the municipal authority and an “AS BUILT” survey will be provided in “PDF” and “CAD” format to the Buyer as they become available. Each lot pin shall have a flagged wooden lathe to mark the pin location. Provided that Buyer provides Seller adequate and appropriate utility easements over and under the Property, as reasonably determined by Seller, Seller will cause permanent underground electric power and telecommunication facilities (collectively, the “Permanent Utilities”) to be installed and available to the perimeter of each lot within the Property within ninety (90) days after Buyer has poured the slab for a residence on a lot and has given Seller written notice that Buyer is ready for the Permanent Utilities for the lot. This post-closing obligation of Seller to provide Permanent Utilities shall expressly survive Closing for twenty-four (24) months.

A Compliance The ERA is intended to comply with the requirements of section 409A of the Code The provisions of the ERA will be construed and administered in a manner that enables the ERA to comply with the provisions of section 409A of the Code

Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.

No Reportable Event has occurred and all “minimum required contributions” (within the meaning of [Section 412] and Section 430 of the Internal Revenue Code or [Section 302] of ERISA) have been made during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Internal Revenue Code, except to the extent that any such occurrence or failure to comply would not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurred resulting in any liability that has remained unfunded, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period which would reasonably be expected to have a Material Adverse Effect. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits by an amount which, as determined in accordance with GAAP, would reasonably be expected to have a Material Adverse Effect. No Credit Party nor any ERISA Affiliate is currently subject to any liability for a complete or partial withdrawal from a Multiemployer Plan which would reasonably be expected to have a Material Adverse Effect. As of the Fourth Amendment Effective Date, no Borrower is, and no Borrower will be, using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by [Section 3(42)] of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments. For the avoidance of doubt, nothing herein shall prohibit a Borrower from using (or previously having used) the proceeds of any Loan to make contributions or payments to or otherwise fund any Plan or Benefit Plan.