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<br />Company Entities have complied with, and are in compliance with, and the Company
<br />Entities have constructed, maintained and operated, and are constructing, maintaining and
<br />operating, their respective businesses in compliance with, all applicable laws, including the
<br />Communications Act, the Copyright Act of 1976, as amended (the "CopYright Act"), the
<br />rules, regulations and policies o-fthe FCC, the U.S. Copyright Office and the Register of
<br />Copyrights (in each case as the same are currently in effect), except for such noncompliance
<br />that, individually or in the aggregate, has not had and would not reasonably be expected to
<br />have a Company Material Adverse Effect. Except as set forth on Schedule 3.12, a request
<br />forrenewal has been filed timely under Section 626(a) of the Communications Act with the
<br />proper Governmental Authority with respect to all Franchises expiring within 36 months
<br />after the date hereof.
<br />
<br />(ii) With such exceptions as, individually or in the aggregate, have not had
<br />and would not reasonably be expected to have a Company Material Adverse Effect, all
<br />reports, notices, forms and filings, and all fees and payments, required to be given to, filed
<br />with, or paid to, any Governmental Authority by any Company Entity under all applicable
<br />laws have been timely and properly given and made by such Company Entity and are
<br />complete and accurate, in each case as required by applicable law, including (A) all cable
<br />television registration statements, periodic reports and aeronautical frequency usage notices,
<br />(B) reports and filings required by the FAA, and (C) for each relevant semiannual reporting
<br />period, with the U.S. Copyright Office, all required Statements of Account in true and
<br />correct form and copyright royalty fee payments in correct amounts relating to the carriage
<br />of television broadcast signals and other programming.
<br />
<br />(iii) With such exceptions as, individually or in the aggregate, have not had
<br />and would not reasonably be expected to have a Company Material Adverse Effect, no
<br />Company Entity has received any written notice from any Governmental Authority or any
<br />other Person that it or its business, or any Company Entity's ownership and operation of its
<br />business, is in violation of any applicable law.
<br />
<br />(b) Rate Regulation Information. Schedule 3.12 contains an accurate description
<br />of each Company Entity's business under the FCC rules implementing the rate regulation provisions
<br />of the Communications Act, described by FCC community unit, that sets forth (i) whether the local
<br />franchising authority has been certified to regulate the rates for the basic tier and equipment, (ii)
<br />whether any complaints have been filed subjecting such business' rates for cable programing
<br />services to regulation by the FCC in such community unit and, if so, the date of the fiTSt such
<br />complaint for each rate increase, (iii) the actions that have been taken in anticipation of or response
<br />to regulation for each community unit, including rate changes initiated and forms filed with the local
<br />franchising authorities or the FCC, as the case may be, and (iv) the status of the regulatory response.
<br />The Company has delivered or made available to Parent (A) complete and correct copies of all FCC
<br />Forms 1200, 1210, 1220, 1235, 1240 and 1205 (including channel listings indicating going forward
<br />channels and the date such channels were added) filed between November 1, 1994 and the date
<br />hereof with the local franchising authorities and/or the FCC with respect to each Company Entity's
<br />business, (B) complete and correct copies of all local franchising authority accounting orders or
<br />
<br />A TI/90584-8
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