NextWave Wireless (WAVE)

(a)     Any documents filed with the SEC by any Note Party pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act when they were or are filed with the SEC, conformed or will conform in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the SEC thereunder, and did not and will not, as of their respective dates, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b)     Parent Issuer is subject to and in compliance in all material respects with the requirements of Section 13 or 15(d) of the Exchange Act; and Parent Issuer has made all filings required by the SEC in a timely manner to ensure the availability of Form S-3.

(c)     Except as set forth on Schedule 4.37, Parent Issuer and each of its Subsidiaries maintain (i) effective "internal control over financial reporting" (as defined in Rule

13a-15 under the Exchange Act) and (ii) a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(d)     Except as set forth on Schedule 4.37, since the end of Parent Issuer’s most recent audited fiscal year, there has been (i) no material weakness in Parent Issuer’s internal control over financial reporting (whether or not remediated) and (ii) no change in Parent Issuer’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Parent Issuer’s internal control over financial reporting.

(e)     Parent Issuer and its Subsidiaries maintain an effective system of "disclosure controls and procedures" (as defined in Rule 13a-15 under the Exchange Act) that is designed to ensure that information required to be disclosed by Parent Issuer in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to Parent Issuer’s management as appropriate to allow timely decisions regarding required disclosure. Parent Issuer and its Subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by the Exchange Act.

(f)      There is and has been no failure on the part of Parent Issuer and any of Parent Issuer’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith.

Parent Issuer and each of the Guarantors has obtained all governmental, shareholder, third party and other approvals necessary or advisable in connection with the Transactions (including receipt of written notice from the National Association of Securities Dealers Automated Quotation System ("