Common use of FCC Licenses Clause in Contracts

FCC Licenses. Parent and its Subsidiaries hold such validly issued FCC licenses and authorizations as are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effect. The FCC Licenses as of the Restatement Effective Date are listed on Schedule VI, each of which FCC Licenses has the expiration date indicated on Schedule VI. Neither Parent, Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of each Station. Each Station is being operated in all material respects (i) in accordance with the terms and conditions of the FCC Licenses applicable to it and (ii) in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "Communications Act"). No proceedings are pending or, to the knowledge of Parent, Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Parent, Holdings nor the Borrower has knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Stations' authorization to operate as currently authorized, or to operate the AM Stations as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Administrative Agent true and complete copies of the FCC Licenses (including any and all amendments and other modifications thereto).

FCC Licenses. Parent and its Subsidiaries hold such validly issued FCC licenses and authorizations as are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effect. The FCC Licenses as of the Restatement Effective Date are listed on Schedule VI, each of which FCC Licenses Company has the expiration date indicated on Schedule VI. Neither Parent, Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of each Station. Each Station is being operated in all material respects (i) in accordance provided Buyer with the terms and conditions a complete list of the FCC Licenses held or controlled by the Company or any of its Subsidiaries. Except as does not materially jeopardize the operation by the Company or the applicable Subsidiary of any of the Company Stations to it which the FCC Licenses apply or as set forth in Section 3.21 of the Company Disclosure Schedule: (i) the Company and those of its Subsidiaries that are required to hold FCC Licenses, or that control FCC Licenses, are qualified to hold such FCC Licenses or to control such FCC Licenses, as the case may be; (ii) in accordance the Company and those of its Subsidiaries that are required to hold FCC Licenses hold such FCC Licenses; (iii) the Company is not aware of any facts or circumstances relating to the Company or any of its subsidiaries that would prevent the FCC's granting the requisite consent to the FCC Form 315 Transfer of Control Application to be filed with respect to the Merger (the "FCC Application"), except that the Company has filed a renewal application with the rules and regulations FCC relating to KENS-AM, which renewal application may delay the granting of the FCC Application; (iv) each Company Station is in material compliance with all FCC Licenses held by it; and the Communications Act of 1934, as amended (the "Communications Act"). No proceedings are v) there is not pending or, to the knowledge of Parentthe Company, Holdings threatened any application, petition, objection or other pleading with the BorrowerFCC or other Governmental Entity which challenges the validity of, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any rights of the holder under, any FCC LicensesLicense held by the Company or one of its Subsidiaries, except for rule making or similar proceedings of general applicability to persons engaged in substantially the same business conducted by the Company Stations. As used herein, the denial of term "Company Station" shall mean KENS-TV and KENS-AM and the term "FCC License" shall mean any pending applicationspermit, the issuance of any cease and desist order license, waiver or the imposition of any material fines, forfeitures or other administrative actions authorization that a person is required by the FCC with respect to the Stations or their operation, other than proceedings affecting the radio broadcasting industry hold in general. Reports, applications and other documents required to be filed by any Credit Party connection with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Parent, Holdings nor the Borrower has knowledge operation of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Stations' authorization to operate as currently authorized, or to operate the AM Stations as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Administrative Agent true and complete copies of the FCC Licenses (including any and all amendments and other modifications thereto)business.

FCC Licenses. Parent and its Subsidiaries hold such validly issued FCC (a) Part 2.25 of the Company Disclosure Schedule lists all licenses and authorizations as are necessary to operate granted by the Stations as they are currently operated FCC and held by the Acquired Corporations (collectively, the "“FCC Licenses"”), . (b) The FCC Licenses constitute all material authorizations from the FCC required for the operation of the business of the Company and each of which is its Subsidiaries as of the date hereof. Except as set forth in Part 2.25 of the Company Disclosure Schedule, there are no applications filed by Company or its Affiliates that are now pending at the FCC regarding the FCC Licenses. The FCC Licenses are in full force and effect. The FCC Licenses effect as of the Restatement Effective Date date hereof. The Company and its Affiliates are listed on Schedule VI, each of which FCC Licenses has the expiration date indicated on Schedule VI. Neither Parent, Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of each Station. Each Station is being operated compliance in all material respects (i) in accordance with the terms and conditions of the FCC Licenses applicable to it and (ii) in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended amended, and the rules and published policies of the FCC promulgated thereunder (collectively, the "“Communications Act"). No proceedings are Laws”) applicable to the FCC Licenses and have complied in all material respects with all terms and conditions of the FCC Licenses. (c) There is not pending or, to the knowledge of Parentthe Company, Holdings threatened against Company or its Subsidiaries any application, action, petition, objection or other pleading, or any proceeding with the BorrowerFCC or any other Governmental Authority, are threatened which may reasonably be expected to result in (i) questions or contests the validity of, or seeks the revocation, modificationforfeiture, non-renewal or suspension of of, any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or (ii) seeks the imposition of any material fines, forfeitures modification or other administrative actions by the FCC amendment that would be materially detrimental with respect to the Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Parent, Holdings nor the Borrower has knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses Licenses, (iii) would adversely affect the ability of the Company to consummate the transactions contemplated hereunder or (iv) seeks the imposition payment of a fine, sanction, penalty, damages or contribution in connection with the use of the FCC Licenses. There is no unsatisfied adverse FCC order or ruling outstanding against the Company or any Affiliate regarding any of the FCC Licenses. Neither the Company nor any Affiliate is a party to any complaint or proceeding at the FCC regarding any of the FCC Licenses. Neither the Company nor any other Acquired Corporation is aware of any material fines or forfeitures by the FCC upon any Credit Party or (ii) which could fact that reasonably would be expected to result in delay the modification or revocation of any FM Stations' authorization to operate as currently authorized, or to operate the AM Stations as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Administrative Agent true and complete copies grant of the FCC Licenses (including any and all amendments and other modifications thereto)Consent.

FCC Licenses. Parent (a) Schedule 3.4 identifies and its Subsidiaries hold such validly issued FCC licenses includes an accurate and authorizations as are necessary to operate the Stations as they are currently operated (collectively, the "complete list of all FCC Licenses"), each of which . Each FCC License is in full force and effecteffect and the Seller is the authorized legal holder thereof. The FCC Licenses as of the Restatement Effective Date are listed on Schedule VI3.4 constitute all of the licenses and authorizations required under the Communications Act or the current rules, each of which FCC Licenses has the expiration date indicated on Schedule VI. Neither Parent, Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules regulations and regulations policies of the FCC applicable generally to stations for the Stations. The conduct of the type, nature, class or location business and operation of each Station. Each Station the Stations is being operated in all material respects (i) in accordance with the terms and conditions of the FCC Licenses applicable to it and (ii) in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "Communications Act"). No proceedings are pending or, to the knowledge of Parent, Holdings or the Borrowercurrent rules, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any regulations and policies of the FCC Licensesfor the Stations. (b) Schedule 3.4 sets forth a true, the denial correct and complete list of any and all material pending applications, the issuance of any cease and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations, true, correct and complete copies of which have been delivered by Seller to Buyer. (c) There is not pending or, to Seller's Best Knowledge, threatened investigation or proceeding by or before the FCC, nor any pending or, to Seller's Best Knowledge, threatened order to show cause, notice of violation, notice of apparent liability, notice of forfeiture or complaint by, before or with the FCC with respect to Seller or any or all the Stations. There are no facts, conditions or events relating to Seller or the Stations that would disqualify Seller under the Communications Act or the existing rules, regulations and policies of the FCC as assignor of the FCC Licenses as provided in this Agreement or from obtaining the FCC Consent to the transactions contemplated herein within the times contemplated herein. (d) All returns, reports and statements that Seller is required to file with FCC or Federal Aviation Administration have been filed in all material respects been a timely filed manner and all such reportsreturns, applications reports and documents statements are true, correct and complete complete. (e) The Stations is in compliance with all material respects, and neither Parent, Holdings nor the Borrower has knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Stations' authorization to operate as currently authorized, or to operate the AM Stations as currently authorized, as applicable, under the rules and regulations of the FCCFederal Aviation Administration. There are no unsatisfied or otherwise outstanding notices Each Class A Station license held by Seller is in compliance with the requirements of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Administrative Agent true and complete copies Section 73.6001(b) of the FCC Licenses (including any and all amendments and other modifications thereto)FCC’s rules.

FCC Licenses. Parent Except as set forth on Schedule 3.9: (a) The Partnership is the valid and its Subsidiaries hold such validly issued FCC licenses legal holder of each of the licenses, permits and authorizations of the FCC listed on Schedule 3.9 and designated as are necessary relating to operate a Current Station. (b) ▇▇▇▇▇▇▇▇ is the Stations valid and legal holder of each of the licenses, permits and authorizations of the FCC listed on Schedule 3.9 and designated as they are currently operated relating to KEYI (collectivelysuch licenses, together with the licenses relating to a Current Station and described in subsection (a), the "“FCC Licenses"”), . (c) Any action of the FCC with respect to each FCC License is a Final Action with the exception of which the FCC Order. The expiration date of the term of each FCC License is shown on Schedule 3.9. The FCC Licenses (i) are valid and in full force and effect. The FCC Licenses as , and constitute all of the Restatement Effective Date are listed on Schedule VIlicenses, each of which FCC Licenses has permits and authorizations used in or required for the expiration date indicated on Schedule VI. Neither Parent, Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations current operation of the FCC applicable generally to stations of the type, nature, class or location of each Station. Each Station is being operated in all material respects (i) in accordance with the terms and conditions of the FCC Licenses applicable to it and (ii) in accordance with the rules and regulations of the FCC and Stations under the Communications Act of 1934, as amended amended, and the rules, regulations and policies of the FCC thereunder (collectively, the "Communications “Act"”). , and (ii) constitute all the licenses and authorizations, including amendments and modifications, issued by the FCC to the Partnership and ▇▇▇▇▇▇▇▇ for the operation of the Stations. (d) Other than as set forth in the FCC Licenses, none of the FCC Licenses is subject to any restriction or condition which limits in any material respect the full operation of a Station as now conducted, and as of the Closing Date, none of the FCC Licenses shall be subject to any restriction or condition which would limit in any material respect the full operation of each Station as currently operated. (e) No applications, complaints or proceedings are pending or, to the knowledge Knowledge of Parent, Holdings or the Borrower▇▇▇▇▇▇▇▇, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC Licenses, the denial of any pending applicationsapplications to the FCC, the issuance of any cease and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC FCC, in each case, with respect to any of the Stations or their operation, other than actions or proceedings affecting the radio broadcasting industry in general. Reports. (f) The Partnership has, with respect to the Current Stations, and ▇▇▇▇▇▇▇▇ has, with respect to KEYI, complied in all material respects with all requirements to file registrations, reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such registrations, reports, applications and documents are true, correct and complete in all material respects. (g) Other than actions or proceedings affecting the radio broadcasting industry in general, and neither Parent, Holdings nor the Borrower ▇▇▇▇▇▇▇▇ has knowledge no Knowledge of any matters (i) which could which, with respect to the Stations, might reasonably be expected to result in the adverse modification, suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any material fines or forfeitures by the FCC upon any Credit Party against the Partnership or ▇▇▇▇▇▇▇▇, or (ii) which could might reasonably be expected to result in the modification FCC’s denial or revocation delay of approval of the assignment of the LBJ Interests as contemplated in this Agreement or the contribution by ▇▇▇▇▇▇▇▇ of KEYI to the Partnership, or the imposition of any FM Stations' authorization to operate as currently authorized, or to operate the AM Stations as currently authorized, as applicable, under the rules and regulations of the FCC. Material Adverse Condition in connection with such approvals. (h) There are no unsatisfied or otherwise outstanding notices of apparent liability or violations citations issued by the FCC with respect to any Station of the Stations or its operations. The Borrower has delivered to the Administrative Agent true their operation. (i) True, complete and complete accurate copies of all FCC Licenses have been delivered by ▇▇▇▇▇▇▇▇ to Investor. (j) Except for the FCC Licenses (including Licenses, there are no material licenses, permits or authorizations from governmental or regulatory authorities required for the lawful operation and conduct of any of the Stations as previously and all amendments and other modifications thereto)currently operated.

FCC Licenses. Parent (i) The Issuer, the Guarantors and its Subsidiaries their respective subsidiaries hold such validly issued FCC licenses and authorizations as are necessary to operate their respective television stations (the Stations “Stations”) as they are currently operated (collectively, the "“FCC Licenses"”), and each of which such FCC License is in full force and effect. The FCC Licenses as of . (ii) Neither the Restatement Effective Date are listed on Schedule VI, each of which FCC Licenses has the expiration date indicated on Schedule VI. Neither Parent, Holdings Issuer nor the Borrower any Guarantor has knowledge of any material adverse condition imposed by the FCC as part of any FCC License License, which condition is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC or the Communications Act of 1934, as amended (the “Communications Act”) applicable generally to stations of the type, nature, class or location of each Stationthe Station in question. Each Station has been and is being operated in all material respects (i) in accordance with the terms and conditions of the FCC Licenses applicable to it and (ii) in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended Act. (the "Communications Act"). No iii) There are no proceedings are pending or, to the knowledge of Parent, Holdings the Issuer or the BorrowerGuarantors, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Stations any Station or their operationits operations, other than any matters which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change and proceedings affecting the radio television broadcasting industry in general. Reports. (iv) All reports, applications and other documents required to be filed by any Credit Party the Issuer, the Guarantors and each of their respective subsidiaries with the FCC with respect to the Stations and the issuance and the sale of the Securities contemplated hereby have in all material respects been timely filed filed, and all such reports, applications and documents are true, correct and complete in all material respects, except where the failure to make such timely filing or any inaccuracy therein would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, and neither Parent, Holdings the Issuer nor the Borrower any Guarantor has knowledge of any matters (i) which could that would reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition on the Issuer, the Guarantors or any of their respective subsidiaries of any material fines or forfeitures by the FCC upon any Credit Party FCC, or (ii) which could would reasonably be expected to result in the suspension, revocation, rescission, reversal or modification or revocation of any FM Stations' Station’s authorization to operate as currently authorized, or to operate the AM Stations as currently authorized, as applicable, authorized under the rules and regulations of the FCC. FCC and the Communications Act. (v) There are no unsatisfied or otherwise outstanding notices of apparent liability or violations citations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Administrative Agent true and complete copies of the FCC Licenses (including any and all amendments and other modifications thereto).

FCC Licenses. Parent Schedule 3.6 sets forth a true and its Subsidiaries hold such validly issued complete list of the FCC licenses Licenses and authorizations as the holders thereof, which FCC Licenses constitute all of the FCC Licenses of the Station. The FCC Licenses are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effecteffect and have not been revoked, suspended, canceled, rescinded or terminated. There is no pending, or, to the Knowledge of the Company, threatened action by or before the FCC to revoke, suspend, cancel, rescind or materially adversely modify any of the FCC Licenses (other than in connection with proceedings of general applicability). As of the date hereof, there is no issued or outstanding, by or before the FCC, order to show cause, notice of violation, notice of apparent liability or order of forfeiture against the Station or the holders of the FCC Licenses with respect to the Station, nor, to the Knowledge of the Company, is any written petition, complaint, investigation or other proceeding pending or threatened with respect to the Station that may result in the issuance of any such order or notice. The FCC Licenses as of have been issued for the Restatement Effective Date are listed on Schedule VI, each of which FCC Licenses has the expiration date indicated on Schedule VI. Neither Parent, Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as full terms customarily issued by the FCC nor contained in for each class of Station and the rules and regulations FCC Licenses are not subject to any condition except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable generally to stations each class of the type, nature, class or location of each Station. Each The Station is being operated operating, and since January 1, 2016 has operated, in compliance in all material respects (i) in accordance with the terms and conditions of the FCC Licenses applicable to it and (ii) in accordance with the rules and regulations of the FCC and the Communications Act of 1934Laws. Except as set forth in Schedule 3.6(a), as amended (the "Communications Act"). No proceedings i) there are no material applications pending or, to the knowledge of Parent, Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any material fines, forfeitures or other administrative actions by before the FCC with respect to the Stations Station or their operationthe FCC Licenses, other than proceedings affecting and (ii) the radio broadcasting industry in general. Reports, applications and other documents required Company has completed or caused to be filed completed the construction of all facilities or changes contemplated by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Parent, Holdings nor the Borrower has knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any material fines or forfeitures by construction permits issued to modify the FCC upon any Credit Party or (ii) which could reasonably Licenses to the extent required to be expected to result in the modification or revocation of any FM Stations' authorization to operate completed as currently authorized, or to operate the AM Stations as currently authorized, as applicable, under the rules and regulations of the FCCdate hereof. There are no unsatisfied or otherwise outstanding notices Notwithstanding anything to the contrary contained in this Agreement, this Section 3.6 contains the sole and exclusive representations and warranties of apparent liability or violations issued by the FCC Company to Parent with respect to any Station or its operations. The Borrower has delivered to the Administrative Agent true and complete copies of the FCC Licenses (including and any and all amendments and other modifications thereto)compliance matters associated therewith.

FCC Licenses. Parent and its Subsidiaries hold such validly issued The Disclosure Schedule correctly sets forth all of the FCC licenses licenses, permits, approvals and authorizations as are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses")) used or planned to be used by the Contributed Businesses in connection with their business and correctly sets forth the entity holding such FCC License, the call sign or file number and expiration date of each such FCC License. All of the FCC Licenses have been transferred to the Contributed Subs prior to Closing. No Contributed Business is required to hold any other FCC License to conduct its business. Each such FCC License has been duly and validly issued or assigned to the applicable Contributing Company, and will be duly and validly assigned to the applicable Contributed Sub prior to Closing, by or with the consent of the FCC pursuant to procedures which comply with all requirements of applicable law, is in full force and effect, and is unimpaired, and Contributed Sub at Closing will have the right to use all of its FCC Licenses in the ordinary course of business for the operation of its business. The FCC Licenses as of the Restatement Effective Date are listed on Schedule VI, each of which FCC Licenses has the expiration date indicated on Schedule VI. Neither Parent, Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC License which Contributing Company is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of each Station. Each Station is being operated compliance in all material respects (i) in accordance with the terms and conditions FCC Licenses, all provisions of the FCC Licenses applicable to it and (ii) in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "Communications Act") and the rules and regulations promulgated and policies adopted under the Communications Act (collectively, the "FCC Rules"), and there is no known conflict with the valid rights of others which could adversely affect the FCC Licenses or the business of any Contributed Business. No proceedings are There is no complaint or proceeding pending orbefore the FCC, or to the best knowledge of Parentthe Contributing Company threatened, Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Stations or their operationevent that has occurred, other than proceedings affecting the radio broadcasting industry in general. Reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Parent, Holdings nor the Borrower has knowledge of any matters (i) which could reasonably be expected to result in the suspension forfeiture, revocation, impairment, non-renewal or revocation adverse modification, of or the refusal to renew any of the such FCC Licenses License, or the imposition of any material fines a financial or forfeitures by the FCC other penalty upon any Credit Party or (ii) which could reasonably be expected such Contributing Company. All facilities authorized pursuant to result in the modification or revocation of any FM Stations' authorization to operate as currently authorized, or to operate the AM Stations as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Administrative Agent true and complete copies of the FCC Licenses (including any were timely constructed in accordance with such FCC License, the Communications Act and all amendments FCC Rules and other modifications thereto)are operating in compliance therewith.

FCC Licenses. Parent Seller is the holder of the FCC Licenses listed on Schedule 3.8, and its Subsidiaries hold except as set forth on such validly issued FCC licenses and authorizations as are necessary to operate the Stations as they are currently operated (collectivelySchedule, the "FCC Licenses")Licenses (i) are valid, each of which is in good standing and in full force and effect. The FCC Licenses as effect and constitute all of the Restatement Effective Date are listed on Schedule VIlicenses, each permits and authorizations required for, or used in, the operation of which FCC Licenses the Stations as now operated, and (ii) constitute all the licenses and authorizations issued to Seller for or in connection with the current operation of the Stations. Seller has the expiration date indicated on Schedule VI. Neither Parent, Holdings nor the Borrower has knowledge no Knowledge of any material adverse condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules Rules and regulations of the FCC Regulations applicable generally to stations of the type, nature, class or location of each Stationthe Stations. Each Station is Except as disclosed on Schedule 3.8, the Stations are being operated in all material respects (i) at full authorized power, in accordance with the terms and conditions of the FCC Licenses applicable to it and (ii) in accordance with the rules Rules and regulations of the FCC and the Communications Act of 1934Regulations. Except as set forth on Schedule 3.8, as amended (the "Communications Act"). No no proceedings are pending or, to the knowledge Knowledge of Parent, Holdings or the BorrowerSeller, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. ReportsSeller has complied in all material respects with all requirements to file reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed Stations, and all such reports, applications and documents are true, complete and correct and complete in all material respects, and neither Parent, Holdings nor the Borrower . Seller has knowledge no Knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any material fines or forfeitures by the FCC upon any Credit Party FCC, or (ii) against Seller which could reasonably be expected to result in the modification FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or revocation the imposition of any FM Stations' authorization to operate as currently authorized, or to operate the AM Stations as currently authorized, as applicable, under the rules and regulations Material Adverse Condition in connection with approval of the FCCsuch assignment. There are no not any unsatisfied or otherwise outstanding notices of apparent liability or violations citations issued by the FCC with respect to any Station the Stations or its operationstheir operation. Complete and accurate copies of all FCC Licenses are attached as a part of Schedule 3.8. The Borrower has delivered to the Administrative Agent true and complete copies "Public Inspection Files" of the FCC Licenses (including any Stations are in substantial and all amendments material compliance with Section 73.3526 of the Rules and other modifications thereto)Regulations.

FCC Licenses. Parent Except as set forth on Schedule 3.6: (a) Seller is the valid and its Subsidiaries hold such validly issued FCC licenses legal holder of each of the licenses, permits and authorizations as are necessary to operate of the Stations as they are currently operated FCC listed on Schedule 3.6 for the operation of the Station (collectively, the "FCC Licenses"), and any action of the FCC with respect to each FCC License is a Final Action with the exception of which the FCC Order. The expiration date of the term of each FCC License is shown on Schedule 3.6. (b) The FCC Licenses (i) are valid, subsisting and in full force and effect. The FCC Licenses as , and constitute all of the Restatement Effective Date are listed on Schedule VIlicenses, each permits and authorizations used in or required for the current operation of which FCC Licenses has the expiration date indicated on Schedule VI. Neither ParentStation under the Communications Act of 1934, Holdings nor as amended, and the Borrower has knowledge rules, regulations and policies of any material adverse condition imposed by the FCC as part of any FCC License which is neither set forth on thereunder (collectively, the face thereof as "Act"), and (ii) constitute all the licenses and authorizations, including amendments and modifications thereto, issued by the FCC nor contained to Seller for or in connection with the operation of the Station. (c) Other than as set forth in the rules and regulations FCC Licenses, none of the FCC applicable generally Licenses is subject to stations any restriction or condition which limits in any material respect the full operation of the typeStation as now conducted, natureand as of the Closing Date, class none of the FCC Licenses shall be subject to any restriction or location condition which would limit in any material respect the full operation of each Station. Each the Station as currently operated. (d) The Station is being operated by Seller in all material respects (i) in accordance with the terms and conditions of the FCC Licenses applicable to it and (ii) in accordance with the rules and regulations of the FCC and the Communications Act of 1934Act, as amended including but not limited to those pertaining to RF emissions. (the "Communications Act"). e) No applications, complaints or proceedings are pending or, to the knowledge of Parent, Holdings or the BorrowerSeller, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Stations Station or their its operation, other than actions or proceedings affecting the radio television broadcasting industry in general. Reports. (f) Seller has complied in all material respects with all requirements to file registrations, reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed Station, and all such registrations, reports, applications and documents are true, correct and complete in all material respects. (g) Other than actions or proceedings affecting the television broadcasting industry in general, and neither Parent, Holdings nor the Borrower Seller has no knowledge of any matters (i) which could might reasonably be expected to result in the adverse modification, suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any material fines or forfeitures by the FCC upon any Credit Party against Seller, or (ii) which could might reasonably be expected to result in the modification FCC's denial or revocation delay of approval of the assignment to Buyer of any FM Stations' authorization to operate as currently authorized, FCC License or to operate the AM Stations as currently authorized, as applicable, under the rules and regulations imposition of any Material Adverse Condition in connection with approval of the FCC. transfer to Buyer of any FCC License. (h) There are no unsatisfied or otherwise outstanding notices of apparent liability or violations citations issued by the FCC with respect to any the Station or its operations. The Borrower has delivered to the Administrative Agent true operation. (i) True, complete and complete accurate copies of all FCC Licenses have been delivered by Seller to Buyer. (j) Except for the FCC Licenses (including any Licenses, there are no material licenses, permits or authorizations from governmental or regulatory authorities required for the lawful operation and all amendments conduct of the Station as previously and other modifications thereto)currently operated by Seller.

FCC Licenses. Parent Schedule 1.4 (a) lists (i) all licenses, permits ------------ ---------------- and its Subsidiaries hold such validly other authorizations (including all broadcast auxiliary licenses, construction permits and all grants of Special Temporary Authority ("STA")) issued by the FCC licenses relating to the Trust Station as of the date of this Agreement and (ii) all licenses, permits or authorizations issued to the Trust by any other governmental entities which are material to the business or operations of the Trust Station and held by the Trust as of the date of this Agreement. Such licenses, permits and authorizations, and all applications for modification, extension or renewal thereof or for new licenses, permits, permissions or authorizations applicable to the business or operations of the Trust Station are necessary collectively referred to operate herein as the Stations Trust FCC Licenses (as they are currently operated (collectively, the "FCC Licenses"further defined in Section 1.4(a)), each of which is in full force and effect. The FCC Licenses as of To the Restatement Effective Date are listed on Schedule VITrust's Knowledge, each of which FCC Licenses the Trust Station has the expiration date indicated on Schedule VI. Neither Parent, Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of each Station. Each Station is being been operated in all material respects (i) in accordance with the terms and conditions of the Trust FCC Licenses applicable Licenses. All towers and other structures used in the operation of the Trust Station or the Trust Station Assets or located on the Trust Real Property are obstruction marked and lighted to it the extent required by, and (ii) in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended Federal Aviation Administration (the "Communications ActFAA"), the FCC and other governmental entities. No Appropriate notifications to the FAA and registrations with the FCC have been filed for such towers where required. Except for proceedings affecting the radio broadcast industry generally, there are no proceedings pending or, to the knowledge Trust's Knowledge, threatened with respect to the Trust's ownership or operation of Parent, Holdings or the Borrower, are threatened Trust Station which reasonably may reasonably be expected to result in the revocation, material adverse modification, non-renewal or suspension of any of the Trust FCC Licenses, the denial of any pending applicationsapplications for the Trust FCC Licenses, the issuance against the Trust of any cease and desist order order, or the imposition of any material fines, forfeitures or other administrative actions by the FCC or any other governmental entity with respect to the Stations Trust FCC Licenses, or their operation, other than proceedings affecting the radio broadcasting industry in general. Reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Parent, Holdings nor the Borrower has knowledge of any matters (i) which could reasonably may be expected to result in adversely affect the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Stations' authorization Trust Station's ability to operate as currently authorizedoperated or Cumulus' ability to obtain assignment of the Trust FCC Licenses. Except as set out in Schedule 1.4(a) hereto, and with the exception of such --------------- temporary reduced power operations as are necessary for routine maintenance, the Trust Station operates (A) in conformity with the Trust FCC Licenses and (B) within the operating power tolerances specified in 47 C.F.R. (S)73.1560(b) and 47 C.F.R. (S)73.1560(a)(1). To the Trust's Knowledge, no other broadcast Stations or radio communications facility is causing interference to operate the AM Stations as currently authorized, as applicable, under the Trust Station's transmissions beyond that which is allowed by FCC rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operationsregulations. The Borrower Trust has delivered all necessary authority to use the Administrative Agent true and complete copies of the FCC Licenses call signs set forth on Schedule 1.4 (including any and all amendments and other modifications theretoa).. ----------------

FCC Licenses. Parent and its After giving effect to the Transaction, the License Subsidiaries hold such validly issued FCC licenses and authorizations as are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effect. The FCC Licenses as of the Restatement Effective Date are listed on Schedule VIIV (with the Osbo▇▇ ▇▇▇ Licenses being designated as such on Schedule IV), each of which FCC Licenses has the expiration date indicated on Schedule VIIV. Neither Parent, Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of each Station. Each Station is being operated in all material respects (i) in accordance with the terms and conditions of the FCC Licenses applicable to it and (ii) in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "Communications Act"). No proceedings are pending or, to the knowledge of Parent, Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Parent, Holdings nor the Borrower has knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Stations' authorization to operate as currently authorized, or to operate the AM Stations as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Administrative Agent true and complete copies of the FCC Licenses (including any and all amendments and other modifications thereto).

FCC Licenses. Parent 4.3.1 The FCC Licenses (all of which are listed on Schedule II, together with any pending applications for FCC Licenses) constitute all the licenses, permits and its Subsidiaries hold such validly issued FCC licenses other authorizations required for and authorizations as are necessary to operate used in connection with the operation of the Stations as they are currently operated (collectively, presently operated. No waiver of the "Communications Act is necessary in order to permit Seller's operation of the Stations. Seller is the holder of all the FCC Licenses"). Other than the Initial Grants of the Assignment Applications, no additional order or grant is required from the FCC in order to consummate the assignment of the FCC Licenses to LBI Sub. Schedule II correctly sets forth the respective expiration date of each of which FCC License. Each FCC License is validly issued and in full force and effect. The Seller has taken all actions and performed all of its obligations that are necessary to maintain the FCC Licenses as of the Restatement Effective Date are listed on Schedule VIwithout adverse modification or impairment, each of which FCC Licenses has the expiration date indicated on Schedule VI. Neither Parent, Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of each Station. Each Station is being operated in all material respects (i) in accordance with the terms complete and conditions correct copies of the FCC Licenses applicable and any pending applications therefor have been delivered to it and (ii) in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "Communications Act")Buyer. No proceedings are pending orevent has occurred which (i) has resulted in, to the knowledge or after notice or lapse of Parenttime or both would result in, Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, suspension, adverse modification, non-renewal or suspension termination of or any order of forfeiture with respect to, any FCC License or (ii) to Seller's knowledge, materially and adversely affects or in the future would (so far as Seller can now reasonably foresee) materially and adversely affect any rights of Seller or any of its assignees or transferees thereunder. None of the FCC Licenses requires that any assignment thereof must be approved by any public or other governmental authority other than the FCC. 4.3.2 Seller is not a party to, and has no knowledge of, any investigation, notice of apparent liability, violation, forfeiture, notice of violation, order to show cause or other order or complaint issued by or before any court or regulatory body, including, without limitation, the FCC, or of any other proceedings (other than proceedings relating to the radio industry generally) that would in any manner threaten or adversely affect, in either case, the validity or continued effectiveness of, or result in the adverse modification of, any of the FCC Licenses, . In the denial event Seller learns of any pending applicationssuch action, or the filing or issuance of any cease such order, notice or complaint, Seller promptly will notify Buyer of the same in writing and desist order will take all commercially reasonable measures to contest in good faith or seek removal or rescission of such action, order, notice or complaint. To Seller's knowledge, each Station is now operating at its licensed power and antenna height, in accordance with the FCC Licenses, as confirmed by the investigation of ▇▇▇ ▇▇▇▇▇▇▇▇ performed June 19, 2002. Seller has no reason to believe that the FCC Licenses will not be renewed in the ordinary course. 4.3.3 To Seller's knowledge, the Stations are in compliance with the Communications Act, including, without limitation, rules governing the location of the Stations' respective main studios and rules governing the required contents of the Stations' respective public inspection files. 4.3.4 To Seller's Actual Knowledge, none of the facilities used in connection with the radio broadcasting operations of Seller relating to the Stations (including the Transmitter Buildings, the Transmitter Sites and the Towers) violates in any material respect the provisions of any applicable building codes, fire regulations, building restrictions or other governmental ordinances, orders or regulations (including, without limitation, any applicable regulation of the Federal Aviation Administration) except where such violation would not impair, impede or adversely affect the continued, uninterrupted operation of the Stations and, each such facility is zoned so as to permit the commercial uses intended by the owner or occupier thereof. Schedule II identifies any outstanding variances or special use permits materially affecting any of Seller's facilities or the imposition uses thereof and Seller is in compliance therewith. Seller has received no notice of any material finescomplaint being made against either Station relating to its Tower, forfeitures Transmitter Site, Transmitter Building or other administrative actions Seller's operation of such Station (including, without limitation, any complaint relating to the signals broadcast or otherwise transmitted from any Tower, either by Seller or by any person subleasing a portion of any Tower) except where such complaint would not impair, impede or adversely affect the continued, uninterrupted operation of such Station. Each Tower has been appropriately registered with the Commission, as described in Schedule II. 4.3.5 Seller is qualified to sell both Stations and to assign the FCC Licenses in accordance with the terms of this Agreement and in compliance with the Communications Act. Seller does not know of any party who has expressed any intention to oppose FCC approval of the assignment of the FCC Licenses to LBI Sub, nor does Seller know of any reason why FCC consent to such assignment might be denied or inordinately delayed. 4.3.6 To Seller's knowledge, each report or certification filed by or on behalf of Seller with the FCC, including, without limitation, any filing pursuant to 47 C.F.R. (S) 73.3615 with respect to its ownership of either Station and any other filing relating to either Station, was timely filed, and was at the time of filing true, correct and complete in all respects. There have been no changes in the ownership of the Stations since the filing of the most recent such ownership reports or their operation, other than proceedings affecting the radio broadcasting industry in general. Reports, applications certifications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed those ownership reports and all such reports, applications and documents certificates are true, correct and complete in all material respects. 4.3.7 To Seller's knowledge, and neither Parent, Holdings nor operation of the Borrower has knowledge of any matters (i) which could reasonably be expected to Stations by the Seller does not cause or result in the suspension or revocation exposure of workers or the refusal general public to renew any levels of radio frequency radiation in excess of the FCC Licenses or the imposition of any material fines or forfeitures applicable limits stated in 47 C.F.R. (S) 1.1310 as confirmed by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation investigation of any FM Stations' authorization to operate as currently authorized▇▇▇ ▇▇▇▇▇▇▇▇ performed June 4, or to operate the AM Stations as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Administrative Agent true and complete copies of the FCC Licenses (including any and all amendments and other modifications thereto)2002.

FCC Licenses. Parent and its Subsidiaries hold such validly issued FCC licenses and authorizations (a) Except as are necessary to operate the Stations as they are currently operated (collectivelyset forth on Schedule 3.4(a), the "FCC Licenses"Licensees are holders of the FCC Licenses described on Schedule 3.4(a), each which include all of which is the licenses, permits, authorizations and registrations of the FCC required for or otherwise material to the present operation of the Business and the ownership of the CCA Shares and the WK Shares. The FCC Licenses are in full force and effecteffect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired. The FCC Licenses as of the Restatement Effective Date are listed on Schedule VIThere is not pending, each of which FCC Licenses has the expiration date indicated on Schedule VI. Neither Parent, Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of each Station. Each Station is being operated in all material respects (i) in accordance with the terms and conditions of the FCC Licenses applicable to it and (ii) in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "Communications Act"). No proceedings are pending or, to the knowledge of ParentCCA’s Knowledge, Holdings threatened, any action by or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of before the FCC Licensesto revoke, the denial of any pending applicationssuspend, the issuance of any cease and desist order cancel, rescind or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Parent, Holdings nor the Borrower has knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew materially adversely modify any of the FCC Licenses (other than proceedings to amend FCC rules of general applicability). There is not issued or outstanding, by or before the imposition FCC, any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against the Business, CCA, any material fines other CCA Entity or forfeitures by any White Knight Entity with respect to the FCC upon Business that could result in any Credit Party such action or (ii) which could that would reasonably be expected to result have a Material Adverse Effect. Except as set forth in Schedule 3.4(a), the modification or revocation of any FM Stations' authorization to operate as currently authorized, or to operate FCC Licenses have been issued for the AM Stations as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations full terms customarily issued by the FCC with respect for each class of Station, and the FCC Licenses are not subject to any Station or its operations. The Borrower has delivered to condition except for those conditions appearing on the Administrative Agent true and complete copies face of the FCC Licenses and conditions generally applicable to each class of Station. The Stations are operating in compliance in all material respects with the terms of the FCC Licenses and the Communications Laws. To CCA’s Knowledge, there are no facts or circumstances that might reasonably be expected to (a) result in the FCC’s refusal to grant the FCC Consent or otherwise disqualify CCA, any other CCA Entity or any White Knight Entity, (b) materially delay obtaining the FCC Consent or (c) cause the FCC to impose a material condition or conditions on its granting the FCC Consent. “Knowledge” with respect to CCA, shall mean the actual knowledge of (i) the president and chief financial officer of CCA and the individuals holding similar positions with respect to the White Knight Entities, (ii) the general manager and chief engineer (or person holding a similar position, but not including any contract employee or consultant) of each Station and all amendments and other modifications thereto(iii) the individuals set forth on Schedule 3.4(a).

FCC Licenses. Parent The Company is now and its Subsidiaries hold such validly issued on the Closing Date will be the holder of the FCC Licenses as listed in Schedule 4.15, with regular unconditional renewals thereof having been granted for the full license term. The FCC Licenses constitute all of the licenses and authorizations required for and/or used in the operation of the Station as now operated, and the FCC Licenses are necessary to operate now and on the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is Closing Date will be in full force and effect. The FCC Licenses as effect and unimpaired by any act or omission of the Restatement Effective Date are listed on Schedule VICompany, each of which FCC Licenses has or its officers, directors, employees, or agents. There is not now pending, or to the expiration date indicated on Schedule VI. Neither ParentCompany's Knowledge, Holdings nor the Borrower has knowledge of threatened, any material adverse condition imposed action by or before the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained to revoke, cancel, rescind, modify, or refuse to renew in the rules and regulations ordinary course any of the FCC applicable generally Licenses, or any investigation, Order to stations Show Cause, Notice of Violation, Notice of Apparent Liability, or a forfeiture or material complaint against the Station or the Company. The Company does not Know of any reason why the FCC would not renew the FCC Licenses in the ordinary course. In the event of any such action, or the filing or issuance of any such order, notice, or complaint or Knowledge of the typethreat thereof, naturethe Company shall notify Gray of same in writing within five (5) days, class and shall take all reas▇▇▇▇le measures to contest in good faith or location seek removal or rescission of each Stationsuch action, order, notice, or complaint, and shall pay any sanctions imposed. Each All material reports, forms, and statements required to be filed by the Company with the FCC with respect to the Station is being operated have been filed and are complete and accurate in all material respects (i) respects. The Station is now and on the Closing Date will be operating in accordance with the terms FCC Licenses, and conditions of the FCC Licenses applicable to it and (ii) in accordance compliance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "Communications Act"). No proceedings are pending or, to the knowledge of Parent, Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respectsamended, and neither Parent, Holdings nor the Borrower has knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Stations' authorization to operate as currently authorized, or to operate the AM Stations as currently authorized, as applicable, under the rules Rules and regulations Regulations of the FCC. There are no unsatisfied or otherwise outstanding notices The operation of apparent liability or violations issued the Station, including, but not limited to, the Company's use and operation of its existing tower sites, conforms to the standards adopted by the FCC with respect to any Station or its operations. The Borrower has delivered to in Guidelines Evaluating the Administrative Agent true Environmental Effects of Radio Frequency Radiation, Report and complete copies of the Order, IT Docket 93-62 (August 1, 1996) (FCC Licenses 96-326), as modified on reconsideration, Second Memorandum Opinion and Order, FCC 97-303 (including any and all amendments and other modifications theretoreleased August 23, 1997).

FCC Licenses. Parent and its Subsidiaries hold such validly issued Except as set forth on Schedule 1.1(a): (a) Seller is the holder of the FCC licenses Licenses described on Schedule 1.1(a), which are all of the material licenses, permits and authorizations as of any federal, state or local governmental authority required for or otherwise material to the present operation of the Stations. The FCC Licenses are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effecteffect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired. The FCC Licenses as of the Restatement Effective Date are listed on Schedule VI, each of which FCC Licenses has the expiration date indicated on Schedule VI. Neither Parent, Holdings nor the Borrower has knowledge of There is not pending any material adverse condition imposed action by or before the FCC as part of to revoke, suspend, cancel, rescind or materially adversely modify any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally Licenses (other than proceedings to stations amend FCC rules of general applicability). There is not issued or outstanding, by or before the typeFCC, natureany order to show cause, class notice of violation, notice of apparent liability, or location order of each Stationforfeiture against the Stations or against Seller with respect to the Stations that could result in any such action. Each Station is being operated The Stations are operating in compliance in all material respects (i) in accordance with the terms and conditions of the FCC Licenses applicable to it and (ii) in accordance with the rules and regulations of the FCC and Licenses, the Communications Act of 1934, as amended (the "“Communications Act"”). No proceedings are pending or, to and the knowledge of Parentrules, Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any regulations and policies of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any material fines, forfeitures or other administrative actions FCC. (b) Each Station has been assigned a channel by the FCC for the provision of digital television (“DTV”) service, and the FCC Licenses include such authorization. The Stations are broadcasting the DTV signal in accordance with respect such authorization in all material respects. Except as set forth on Schedule 1.1(a), each Station’s election of a channel on which to provide DTV service following the end of the DTV transition has been approved by the FCC, and each Station has met the build-out requirements for its replication-maximization deadline pursuant to the FCC’s Report and Order, “Second Periodic Review of the Commission’s Rules and Policies Affecting the Conversion to Digital Television,” FCC 04-192 (released September 7, 2004) if such deadline has passed. (c) As of the date of this Agreement, (i) the Stations are carried on cable and DBS systems pursuant to the retransmission consent agreements set forth on Schedule 1.1(d), and (ii) each retransmission consent agreement is in effect and is binding upon Seller and, to Seller’s knowledge, the other parties thereto (subject to bankruptcy, insolvency, reorganization or their operation, other than proceedings similar laws relating to or affecting the radio broadcasting industry in general. Reports, applications enforcement of creditors’ rights generally). (d) All material reports and other documents filings required to be filed by any Credit Party with the FCC by Seller with respect to the Stations have in all material respects been timely filed filed. All such reports and all such reports, applications and documents filings are true, correct accurate and complete in all material respects, and neither Parent, Holdings nor . Seller maintains appropriate public inspection files at the Borrower has knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Stations' authorization to operate as currently authorized, or to operate the AM Stations as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued required by the FCC with respect to any Station or its operations. The Borrower has delivered to the Administrative Agent true and complete copies of the FCC Licenses (including any and all amendments and other modifications thereto)rules.

FCC Licenses. Parent (a) Schedule 2.8 correctly sets forth all of the FCC Licenses held by SICC and each Subsidiary and the expiration or termination date of each such FCC License. SICC and its Subsidiaries are the exclusive holders of, and have good, valid and marketable title, free and clear of all Liens, to the FCC License(s) set forth opposite their names on Schedule 2.8. No Person other than SICC and its Subsidiaries has any right, title or interest (legal or beneficial) in or to the FCC License(s) set forth opposite their names on Schedule 2.8. No Person other than SICC and its Subsidiaries is licensed to use, or otherwise has a right to use, the FCC Licenses held by SICC and its Subsidiaries. SICC and each of the Subsidiaries hold such all required FCC Licenses in accordance with applicable law or regulation that are used in any of their businesses as presently conducted. Each FCC License was duly and validly issued to SICC or the respective Subsidiary in accordance with procedures that complied with all requirements of applicable law. Each FCC licenses and authorizations as are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which License is in full force and effect. The FCC Licenses as of the Restatement Effective Date are listed on Schedule VI, each of which FCC Licenses has the expiration date indicated on Schedule VI. Neither Parent, Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of each Station. Each Station is being operated in all material respects (i) effect in accordance with its terms, and there is no outstanding notice of cancellation or termination or, to the terms Knowledge of SICC and conditions each Shareholder, any Threatened cancellation or termination in connection therewith. Except as provided in the FCC’s rules and regulations, none of the FCC Licenses are subject to any restrictions or conditions that limit the operations of such license (other than restrictions or conditions generally applicable to it and (ii) in accordance with the rules and regulations licenses of the FCC and the Communications Act of 1934, as amended (the "Communications Act"that type). No proceedings are pending or(i) to revoke, refuse to renew, modify , restrict or otherwise challenge the knowledge validity of Parent, Holdings the FCC Licenses or the Borrower, are threatened which may (ii) that would reasonably be expected to result in (A) the revocation, modificationcancellation, forfeiture (other than a monetary payment), non-renewal renewal, suspension, modification or suspension amendment of any of the FCC Licenses, or (B) the denial payment of a fine, sanction, penalty, damages or contribution in connection with the use of any of the FCC Licenses by SICC or its Subsidiaries are pending applicationsor, to the issuance Knowledge of SICC or any cease Shareholder, Threatened. Neither SICC nor any Shareholder has any Knowledge that any of the FCC Licenses (i) could be revoked, canceled or suspended, and desist order (ii) would not be renewed or extended in the ordinary course of business. None of SICC, its Subsidiaries, or the imposition of Shareholders has entered into any material finesobligation, forfeitures agreement, arrangement or other administrative actions by understanding to transfer the FCC with Licenses or that would adversely affect Buyer’s ownership or use of the FCC Licenses after Closing. (b) Schedule 2.8 sets forth and describes all applications in respect to of the Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Reports, applications and other documents required to be FCC Licenses filed by SICC or any Credit Party Subsidiary with a Governmental Authority that are currently pending; the FCC with respect to the Stations have information contained in all material respects been timely filed and all each such reports, applications and documents are true, correct application is true and complete in all material respects. Except as set forth in Schedule 2.8, and neither Parent, Holdings nor the Borrower has knowledge of any matters (i) which could reasonably be expected all Interference Consents with respect to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or are terminable by either party thereto with no more than 60 calendar days’ advance notice. SICC will deliver to Buyer, within ten business days after the imposition execution of any material fines or forfeitures this Agreement by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation both parties, a copy of any FM Stations' authorization to operate as currently authorized, or to operate the AM Stations as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC all known Interference Consents with respect to any Station or its operations. The Borrower has delivered to the Administrative Agent true and complete copies of the FCC Licenses (including any and all amendments and other modifications thereto)Licenses.

FCC Licenses. Parent and its Subsidiaries hold such validly issued Emmis Radio License, LLC is the holder of the FCC licenses and authorizations as Licenses described on Schedule 1.1(a). The FCC Licenses are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effecteffect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired. The FCC Licenses as of the Restatement Effective Date are listed on Schedule VI, each of which FCC Licenses has the expiration date indicated on Schedule VI. Neither Parent, Holdings nor the Borrower has knowledge of There is not pending any material adverse condition imposed action by or before the FCC as part of to revoke, suspend, cancel, rescind or materially adversely modify any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally Licenses (other than proceedings to stations amend FCC rules of general applicability). There is not issued or outstanding, by or before the typeFCC, natureany order to show cause, class notice of violation, notice of apparent liability, or location order of each Stationforfeiture against the Station or against Seller with respect to the Station that could result in any such action. Each The Station is being operated operating in compliance in all material respects (i) in accordance with the terms and conditions of the FCC Licenses applicable to it and (ii) in accordance with the rules and regulations of the FCC and Licenses, the Communications Act of 1934, as amended (the "“Communications Act"”). No proceedings are pending or, to and the knowledge of Parentrules, Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any regulations and policies of the FCC Licenses(collectively, with the Communications Act, the denial “Communications Laws”). The FCC Licenses have been issued for the term set forth on Schedule 1.1(a). The FCC Licenses are not subject to any condition restricting use except for those of any pending applications, the issuance of any cease general applicability and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Stations or their operation, other than proceedings affecting the radio broadcasting industry those set forth in general. Reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Parent, Holdings nor the Borrower has knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition orders granting them. No FCC Licenses for any of any material fines the Station are held pursuant to an FCC rule or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Stations' authorization to operate as currently authorized, or to operate the AM Stations as currently authorized, as applicable, policy grandfathering Seller’s ownership under the rules and regulations of the FCC’s multiple ownership rules. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Administrative Agent true and complete copies Each of the FCC Licenses have been fully renewed in accordance with Communications Act for the term set forth on Schedule 1.1(a). Where required, Federal Aviation Administration (including any “FAA”) “no hazard” determinations for each antenna structure that is owned by Seller and included in the Station Assets have been obtained and, where required, each such antenna structure has been registered with the FCC and the Station is in compliance in all amendments and other modifications thereto)material respects with the requirements of the FAA with respect to the construction, operation and/or alteration of such antenna structures.

FCC Licenses. Parent and its Subsidiaries hold such validly issued Emmis Radio License, LLC is the holder of the FCC licenses and authorizations as Licenses described on Schedule 1.1(a). The FCC Licenses are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effecteffect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired. The FCC Licenses as of the Restatement Effective Date are listed on Schedule VI, each of which FCC Licenses has the expiration date indicated on Schedule VI. Neither Parent, Holdings nor the Borrower has knowledge of There is not pending any material adverse condition imposed action by or before the FCC as part of to revoke, suspend, cancel, rescind or materially adversely modify any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally Licenses (other than proceedings to stations amend FCC rules of general applicability). There is not issued or outstanding, by or before the typeFCC, natureany order to show cause, class notice of violation, notice of apparent liability, or location order of each Stationforfeiture against the Stations or against Seller with respect to the Stations that could result in any such action. Each Station is being operated The Stations are operating in compliance in all material respects (i) in accordance with the terms and conditions of the FCC Licenses applicable to it and (ii) in accordance with the rules and regulations of the FCC and Licenses, the Communications Act of 1934, as amended (the "“Communications Act"”). No proceedings are pending or, to and the knowledge of Parentrules, Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any regulations and policies of the FCC Licenses(collectively, with the Communications Act, the denial “Communications Laws”). The FCC Licenses have been issued for the term set forth on Schedule 1.1(a). The FCC Licenses are not subject to any condition restricting use except for those of any pending applications, the issuance of any cease general applicability and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Stations or their operation, other than proceedings affecting the radio broadcasting industry those set forth in general. Reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Parent, Holdings nor the Borrower has knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition orders granting them. No FCC Licenses for any of any material fines the Stations are held pursuant to an FCC rule or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Stations' authorization to operate as currently authorized, or to operate the AM Stations as currently authorized, as applicable, policy grandfathering Seller’s ownership under the rules and regulations of the FCC’s multiple ownership rules. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Administrative Agent true and complete copies Each of the FCC Licenses have been fully renewed in accordance with Communications Act for the term set forth on Schedule 1.1(a). Where required, Federal Aviation Administration (including any “FAA”) “no hazard” determinations for each antenna structure that is owned by Seller and included in the Station Assets have been obtained and, where required, each such antenna structure has been registered with the FCC and the Stations are in compliance in all amendments and other modifications thereto)material respects with the requirements of the FAA with respect to the construction, operation and/or alteration of such antenna structures.

FCC Licenses. Parent (a) A true and complete list of the licenses (the “FCC Licenses”) issued by the U.S. Federal Communications Commission (the “FCC”) and held by the Company or its Subsidiaries hold such wholly- owned subsidiary, Progeny LMS, LLC (hereinafter jointly referred to in this Section 3.10 and in Schedule D-2 as the “Company”), is included in Schedule D-1 hereto. The Company is the sole holder of the FCC Licenses, and no other Person has any right, title or interest in or with respect to the FCC Licenses. The Company holds the FCC Licenses free and clear of all Liens and, except as indicated in Schedule D-1 hereto, the FCC Licenses are regular FCC authorizations and not experimental, special temporary, demonstration or developmental authorizations. (b) The FCC Licenses are validly issued FCC licenses to the Company and authorizations as are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effecteffect and have not been revoked, suspended, canceled, rescinded or terminated. The FCC Licenses as of the Restatement Effective Date are listed on Schedule VI, each of which FCC Licenses has the expiration date indicated on Schedule VI. Neither Parent, Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations most recent ten- year term of the FCC applicable generally to stations Licenses expired on July 17, 2020, but the Company timely filed renewal applications seeking an additional ten-year term for each of the typeFCC Licenses and tolling their expiration dates. The Company has received no communication or other indication from the FCC that it might refrain from granting the renewal applications. (c) Except as indicated in Schedule D-2 hereto, natureall reports and notices to the FCC required to be filed with the FCC with respect to the FCC Licenses have been timely filed, class or location of each Stationand are complete and accurate in all material respects. Each Station The Company is being operated in compliance in all material respects (i) in accordance with the terms and conditions of the FCC Licenses applicable to it and (ii) in accordance with Licenses, the rules and regulations of the FCC and the Federal Communications Act of 1934, as amended (amended, and the "Communications Act"). No proceedings are pending orrules, to the knowledge of Parent, Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any regulations and policies of the FCC LicensesFCC. There is no order to show cause, the denial notice of any violation, notice of apparent liability, or notice of forfeiture pending applications, the issuance of any cease and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Stations FCC Licenses and, to the Company’s knowledge, no such order or their operation, other than proceedings affecting the radio broadcasting industry in generalnotice has been threatened. Reports, applications and other documents All payments to any applicable Governmental Authority for or required to be filed by any Credit Party with the FCC with respect to the Stations Company’s FCC Licenses have in all material respects been timely filed and all such reportsmade. The Company has not incurred any FCC fine, applications and documents are true, correct and complete in all material respects, and neither Parent, Holdings nor the Borrower has knowledge of charge or other liability resulting from any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Stations' authorization to operate as currently authorized, or to operate the AM Stations as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC noncompliance with respect to any Station or its operations. The Borrower has delivered the FCC Rules relating to the Administrative Agent true and complete copies of FCC Licenses, or such reports or notices, and, to the FCC Licenses (including any and all amendments and Company’s knowledge, no such fine, charge or other modifications thereto)liability has been threatened.

FCC Licenses. Parent Seller is now and its Subsidiaries hold such validly issued on the Closing Date will be the holder of the FCC Licenses as listed in Schedule 4.19, with regular unconditional renewals thereof having been granted for the full license term. The FCC Licenses constitute all of the licenses and authorizations required for and/or used in the operation of the Business as now operated, and the FCC Licenses are necessary to operate now and on the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is Closing Date will be in full force and effecteffect and unimpaired by any act or omission of Seller, or its officers, directors, employees, or agents. The FCC Licenses as There is not now pending, or to Seller's or any of the Restatement Effective Date are listed on Schedule VIOwners' Knowledge, each of which FCC Licenses has the expiration date indicated on Schedule VI. Neither Parentthreatened, Holdings nor the Borrower has knowledge of any material adverse condition imposed action by or before the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained to revoke, cancel, rescind, modify, or refuse to renew in the rules and regulations ordinary course any of the FCC applicable generally Licenses, or any investigation, Order to stations Show Cause, Notice of Violation, Notice of Apparent Liability, or a forfeiture or material complaint against the Station or Seller. None of Seller or any of the typeOwners Knows of any reason why the FCC would not renew the FCC Licenses in the ordinary course. In the event of any such action, natureor the filing or issuance of any such order, class notice, or location complaint or Knowledge of each Stationthe threat thereof, Seller shall notify Purchaser of same in writing within five (5) days, and shall take all reasonable measures to contest in good faith or seek removal or rescission of such action, order, notice, or complaint, and shall pay any sanctions imposed. Each All material reports, forms, and statements required to be filed by Seller with the FCC with respect to the Station is being operated have been filed and are complete and accurate in all material respects (i) respects. The Station is now and on the Closing Date will be operating in accordance with the terms FCC Licenses, and conditions of the FCC Licenses applicable to it and (ii) in accordance compliance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "Communications Act"). No proceedings are pending or, to the knowledge of Parent, Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respectsamended, and neither Parent, Holdings nor the Borrower has knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Stations' authorization to operate as currently authorized, or to operate the AM Stations as currently authorized, as applicable, under the rules Rules and regulations Regulations of the FCC. There are no unsatisfied or otherwise outstanding notices The operation of apparent liability or violations issued the Station, including, but not limited to, Seller's use and operation of its existing tower sites, conforms to the standards adopted by the FCC with respect to any Station or its operations. The Borrower has delivered to in Guidelines Evaluating the Administrative Agent true Environmental Effects of Radio Frequency Radiation, Report and complete copies of the Order, IT Docket 93-62 (August 1, 1996) (FCC Licenses 96-326), as modified on reconsideration, Second Memorandum Opinion and Order, FCC 97-303 (including any and all amendments and other modifications theretoreleased August 23, 1997).

FCC Licenses. Parent and its Subsidiaries hold such validly issued Schedule 7.19 correctly sets forth all of the FCC licenses ------------ licenses, permits, approvals and authorizations as are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses")) used or planned to be used by Phonoscope and the Companies in connection with the Business and correctly sets forth the entity holding such FCC License, the call sign or file number and expiration date of each such FCC License. Phonoscope and the Companies are not required to hold any other FCC License to conduct the Business. Each such FCC License has been duly and validly issued or assigned to the Sellers or one of the Companies by or with the consent of the FFC pursuant to procedures which comply with all requirements of applicable law, is in full force and effect. The , and is unimpaired, and Phonoscope or one of the Companies has the right to use all FCC Licenses as in the ordinary course of business for the operation of the Restatement Effective Date are listed on Schedule VI, Business. Phonoscope and each of which FCC Licenses has the expiration date indicated on Schedule VI. Neither Parent, Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC License which Companies is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of each Station. Each Station is being operated compliance in all material respects (i) with the FCC Licenses and FCC Rules, and there is no known conflict with the valid rights of others which could adversely affect the FCC Licenses, the Business or any of the Companies. There is no complaint or proceeding pending before the FCC, or to the best knowledge of any of the Sellers or the Companies threatened, or other event that has occurred, which could result in the forfeiture, revocation, impairment, non- renewal or adverse modification, of any such FCC License, or the imposition of a financial or other penalty upon Phonoscope or any of the Companies. All facilities authorized pursuant to the FCC Licenses were timely constructed and properly certified in accordance with the terms such FCC License and conditions FCC rulings and are operating in compliance therewith and all provisions of the FCC Licenses applicable to it and (ii) in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "Communications Act"). No proceedings are pending or, to ) and the knowledge of Parent, Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease rules promulgated and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Parent, Holdings nor the Borrower has knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Stations' authorization to operate as currently authorized, or to operate the AM Stations as currently authorized, as applicable, policies adopted under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the Act (collectively, "FCC with respect to any Station or its operations. The Borrower has delivered to the Administrative Agent true and complete copies of the FCC Licenses (including any and all amendments and other modifications theretoRules").

FCC Licenses. Parent (a) Notwithstanding anything herein to the contrary, to the extent this Agreement or any other Loan Document purports to require any Grantor to grant to the Administrative Agent, on behalf of itself and its Subsidiaries hold such validly issued FCC licenses and authorizations as are necessary to operate the Stations as they are currently operated (collectivelyother Secured Parties, the "FCC Licenses"), each of which is in full force and effect. The FCC Licenses as of the Restatement Effective Date are listed a Lien or Liens on Schedule VI, each of which FCC Licenses has the expiration date indicated on Schedule VI. Neither Parent, Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC Licenses of such Grantor, the Administrative Agent, for the benefit of itself and the other Secured Parties, shall only have a Lien or Liens on such FCC Licenses at such times and to the extent that a Lien or Liens, as the case may be, on such FCC Licenses is permitted under applicable generally Requirements of Law, but the Administrative Agent, for the benefit of itself and the other Secured Parties, shall have Liens, to stations the maximum extent permitted by law, on all rights incident or appurtenant to such FCC Licenses and, subject to the Intercreditor Agreement, the right to receive all proceeds derived from or in connection with the Sale of such FCC Licenses or the facilities authorized by such FCC Licenses to which such FCC Licenses are assigned. Notwithstanding anything to the contrary set forth herein, the Administrative Agent, for the benefit of itself and the other Secured Parties, agrees that to the extent prior FCC approval is required pursuant to the Communications Laws for (a) the operation and effectiveness of any grant, right or remedy hereunder or under any other Loan Document or (b) taking any action that may be taken by the Administrative Agent hereunder or under any other Loan Document, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in favor of the typeAdministrative Agent, nature, class or location for the benefit of each Stationitself and the other Secured Parties. Each Station of the Grantors executing this Agreement agrees that, upon the occurrence and during the continuance of an Event of Default and the acceleration of all or any portion of the Obligations pursuant to the provisions of the applicable Loan Documents, and at the Administrative Agent’s request, subject to the Intercreditor Agreement, such Grantor shall promptly file, or cause to be filed, such applications for approval and shall take all other and further actions reasonably required by the Administrative Agent, on behalf of and for the benefit of itself and the other Secured Parties, to obtain such FCC approvals or consents as are reasonably necessary to transfer ownership and control to the Administrative Agent or trustee or other fiduciary acting in lieu of the Administrative Agent in order to ensure compliance with Section 310(b) and 310(d) of the Communications Act and any other provision of the Communications Laws, on behalf and for the benefit of the Administrative Agent and the other Secured Parties, or their successors or assigns, of the FCC Licenses held by it. (b) Subject to the Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, each Grantor shall, and, if applicable, shall cause each of its Subsidiaries to, take any action which the Administrative Agent may reasonably request in the exercise of its rights and remedies under this Agreement and the other Loan Documents in order to transfer or assign any Collateral to the Administrative Agent for the benefit of itself and the other Secured Parties or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing. (c) To enforce the provisions of this Section 6.7, the Administrative Agent is being operated empowered to seek from the FCC and any other Governmental Authority, to the extent required, consent to or approval of any involuntary transfer of control of any entity whose Collateral is subject to this Agreement for the purpose of seeking a bona fide purchaser to whom control ultimately will be transferred. Each Grantor agrees to, and, if applicable, shall cause each of its Subsidiaries to agree to, cooperate with any such purchaser and with the Administrative Agent in all material respects (i) the preparation, execution and filing of any forms and providing any information that may be necessary in obtaining the consent of the FCC or any other Governmental Authority to the assignment to such purchaser of the Collateral, provided that no such filing of any application with the FCC shall be made unless and until an Event of Default has occurred and is continuing and unless the Administrative Agent’s enforcement actions giving rise thereto are in accordance with the terms Intercreditor Agreement. Subject to the Intercreditor Agreement, each Grantor agrees to, and, if applicable, shall cause each of its Subsidiaries to, consent to any such voluntary or involuntary transfer after and conditions during the continuation of an Event of Default and without limiting any rights of the Administrative Agent or any other Secured Party under any Loan Document, to authorize the Administrative Agent to nominate a trustee or receiver selected by the Administrative Agent to assume control of the Collateral, subject only to required judicial, FCC Licenses applicable or other consents required by any Governmental Authority, in order to effectuate the transactions contemplated by this Section 6.7. Such trustee or receiver shall have all the rights and powers as provided to it and (ii) in accordance with by law or court order, or to the rules and regulations Administrative Agent, as applicable, under this Agreement. Each Grantor agrees to, and, if applicable, shall cause each of its Subsidiaries to, cooperate to the extent necessary to obtain the consent of the FCC and the Communications Act approval or consent of 1934, as amended (each other Governmental Authority required to effectuate the "Communications Act")foregoing. No proceedings are pending or, Subject to the knowledge Intercreditor Agreement, each Grantor agrees to, and, if applicable, shall use commercially reasonable efforts to cause each of Parentits Subsidiaries to take all actions reasonably necessary to obtain all approvals, Holdings authorizations, consents or the Borrower, are threatened which may reasonably be expected waivers necessary to result in the revocation, modification, non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease transfer ownership and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Parent, Holdings nor the Borrower has knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any control of the FCC Licenses to any trustee, receiver or bona fide purchaser on behalf of the Administrative Agent or the imposition Secured Parties, including (i) the prompt filing of any material fines or forfeitures by all applications with the FCC upon or the other applicable Governmental Authorities following the occurrence and during the continuance of an Event of Default and the acceleration of all or any Credit Party or portion of the Obligations, and (ii) which could reasonably be expected assisting in obtaining all approvals, authorizations, consents or waivers necessary for the transactions contemplated by this Agreement. Such actions shall include, without limitation, providing to result in the modification or revocation Administrative Agent any FCC registration numbers, tax identification numbers, account numbers and passwords for the FCC’s CDBS electronic filing system. (d) Without limiting the obligations of any FM Stations' authorization to operate as currently authorizedGrantor hereunder in any respect, each Grantor further agrees that if it, or any of its Subsidiaries, upon the occurrence and during the continuation of an Event of Default, should fail or refuse to operate comply with this Section 6.7 for any reason whatsoever (other than for the AM Stations as currently authorized, as applicable, under reason that the rules and regulations action is in contravention of the FCC. There are no unsatisfied Intercreditor Agreement), without limitation, including any refusal to execute and file any completed application necessary or otherwise outstanding notices appropriate to obtain any governmental consent necessary or appropriate for the exercise of apparent liability any right of the Administrative Agent or violations issued any other Secured Party hereunder or under any Loan Document, each Grantor agrees that such application may be executed and filed on such Grantor’s behalf by the clerk of any court of competent jurisdiction without notice to such Grantor pursuant to court order; provided that no such filing of any application with the FCC shall be made unless and until an Event of Default has occurred and is continuing. In connection with this Section 6.7, each of the Administrative Agent and the other Secured Parties shall be entitled to rely in good faith upon an opinion of outside FCC counsel of the Administrative Agent’s choice with respect to any Station such assignment or its operations. The Borrower has delivered transfer, whether or not such advice rendered is ultimately determined to the Administrative Agent true and complete copies of the FCC Licenses (including any and all amendments and other modifications thereto)have been accurate.

FCC Licenses. Parent In addition to the representations and its Subsidiaries hold such validly issued warranties set forth in Section 4.04 of the MSAA, throughout the term of this Agreement and the Term of the NY IUA: (a) HITN holds all of the FCC licenses and authorizations as are necessary Licenses relating to operate the Stations as they are currently operated New York Spectrum Rights (collectively, the "NY FCC Licenses"). Except as set forth on Schedule 5.03 of the disclosure schedule attached hereto by HITN (the "HITN NY Schedule"), each the New York Spectrum may be leased by HITN to Clearwire and no Person other than HITN has any right, title or interest in or to the New York Spectrum or the NY FCC Licenses relating thereto, nor does any Person other than HITN have any right to acquire, lease or otherwise use the New York Spectrum, whether such right may be currently existing or available, or would become effective upon the occurrence of which is one or more specific events, notices, the passage of time or any of the above. (b) To the best knowledge of HITN, (i) the grant, renewal or assignment of the NY FCC Licenses to the existing licensee thereof was approved by the FCC by final order and the NY FCC Licenses are validly issued and in full force and effect. The ; (ii) except with respect construction permit extension requests, there is no Proceeding pending before the FCC Licenses as or threatened with respect to any NY FCC License; (iii) HITN and its Affiliates have made on a timely basis all payments to any applicable Government Agency with respect to the NY FCC Licenses, including all payments due to the FCC and all required copyright royalty fee payments and all required Statements of Account to the U.S. Copyright Office relating to retransmission of television and radio broadcast signals; and (iv) HITN is otherwise in compliance with the requirements of the Restatement Effective Date are listed on Schedule VI, each compulsory copyright license described in Section 111 of which FCC Licenses has the expiration date indicated on Schedule VI. Neither Parent, Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Copyright Act and with all applicable rules and regulations of the Copyright Office. (c) To the best knowledge of HITN, HITN has complied with and is in compliance with all FCC applicable generally to stations Rules and requirements of the typeNY FCC Licenses, natureincluding, class or location without limitation, all requirements relating to the broadcast of each Station. Each Station educational programming generally applicable to ITFS Licenses to the extent practical and HITN has not received any notification from the FCC that it is being operated in all material respects violation of such requirements. (id) in accordance with the terms and conditions Except as set forth on Section 5.03 of the FCC Licenses applicable to it and (ii) in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "Communications Act"). No proceedings are pending orHITN NY Schedule, to the knowledge best Knowledge of ParentHITN, Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of HITN has not entered into any of the FCC Licenses, the denial of any pending applications, the issuance of any cease agreements allowing and desist order or the imposition of it has not allowed any material fines, forfeitures or other administrative actions by the FCC interferences with respect to the Stations or their operation, Channels from any other than proceedings affecting the radio broadcasting industry in general. Reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Parent, Holdings nor the Borrower has knowledge of any matters licensees. (ie) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any material fines or forfeitures The protected service area ("PSA") covered by the FCC upon any Credit Party or New York Spectrum Rights gives HITN access (iiexcept as set forth in Section 5.03(d) which could reasonably be expected above), to result in the modification or revocation of any FM Stations' authorization to operate as currently authorized, or to operate the AM Stations as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Administrative Agent true and complete copies of the FCC Licenses (including any and all amendments and other modifications thereto)9,994,000 CPOPs.

FCC Licenses. Parent (a) SCHEDULE 2.1(a) of the Sellers' Disclosure Letter contains a true and its Subsidiaries hold such validly issued FCC licenses and authorizations as are necessary to operate complete list of the Stations as they are currently operated (collectively, the "FCC Licenses". Each Licensee is the authorized legal holder of the FCC Licenses set forth opposite the name of such Licensee on SCHEDULE 2.1(a), each of which is . The FCC Licenses are in full force and effect, unimpaired by any act or omission of the relevant Licensee or the relevant Operating Company. The FCC Licenses as are all of the Restatement Effective Date licenses, permits or other authorizations from the FCC necessary for the conduct of the Business in the manner and to the full extent as the Business is currently conducted and there are listed on Schedule VI, each of which no conditions upon the FCC Licenses has the expiration date indicated on Schedule VI. Neither Parent, Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC License which is neither set forth except those conditions stated on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally or those conditions that apply to stations of the type, nature, class or location of each Station. Each Station is being operated in all material respects (i) in accordance with the terms and conditions of the FCC Licenses applicable to it and (ii) in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "Communications Act")radio broadcast licenses generally. No proceedings are pending or, or threatened (other than proceedings applicable to the knowledge of Parent, Holdings or the Borrower, are threatened radio broadcasting industry generally) nor do any facts exist which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC Licenses, the denial of any pending applicationsapplications related to the FCC Licenses, the issuance of any cease and desist order or related to the FCC Licenses, the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the FCC Licenses or which may affect the Purchaser's ability to operate the Acquired Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Reports, applications and other documents required to be filed by any Credit Party accordance with the FCC Licenses and the existing rules, regulations and policies of the FCC (the "FCC RULES"). (b) Except as disclosed on SCHEDULE 5.8(b)(i) of the Sellers' Disclosure Letter, each Acquired Station and its transmission facilities are operating in material compliance with the FCC Licenses and the FCC Rules. Each Licensee has filed with the FCC all material reports or applications (including payment of any fee, fine or forfeiture due to the FCC as of the date hereof) with respect to the Stations have FCC Licenses and the relevant Acquired Station. Each Seller has complied in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Parent, Holdings nor the Borrower has knowledge of any matters with applicable FCC Rules pertaining to (i) which could reasonably be expected the relevant Acquired Station's public file, and (ii) the requirements to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any material fines or forfeitures maintain logs and other records. All such files, logs, and records required by the FCC upon any Credit Party or (iiare kept in good order and maintained at each Acquired Station. Except as disclosed on SCHEDULE 5.8(b)(ii) which could reasonably be expected to result in the modification or revocation of any FM Stations' authorization to operate as currently authorized, or to operate the AM Stations as currently authorized, as applicable, under the rules and regulations of the FCCSellers' Disclosure Letter, each Acquired Station's tower and transmitting facilities are in good repair and structurally sound, are currently maintained and shall be maintained in accordance with good engineering practice and all applicable FCC Rules, have correct monitoring points, and possess all necessary lighting and markings to comply with applicable FCC Rules. There Except as disclosed on SCHEDULE 5.8(b)(iii) of the Sellers' Disclosure Letter, if required, the transmission towers are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by duly registered with the FCC with respect to any Station or its operationsand Federal Aviation Administration. The Borrower has delivered to the Administrative Agent true and complete copies Except as disclosed on SCHEDULE 5.8(b)(iv) of the FCC Licenses Sellers' Disclosure Letter, each Acquired Station is currently transmitting its broadcast signal, and shall on the Closing Date be transmitting its broadcast signal, at no less than ninety percent (including any and all amendments and other modifications thereto)90%) of its maximum authorized power.

FCC Licenses. Parent The Company is now and its Subsidiaries hold such validly issued on the Closing Date will be the holder of the FCC Licenses as listed in Schedule 4.15, with regular unconditional renewals thereof having been granted for the full license term. The FCC Licenses constitute all of the licenses and authorizations required for and/or used in the operation of the Station as now operated, and the FCC Licenses are necessary to operate now and on the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is Closing Date will be in full force and effect. The FCC Licenses as effect and unimpaired by any act or omission of the Restatement Effective Date are listed on Schedule VICompany, each of which FCC Licenses has or its officers, directors, employees, or agents. There is not now pending, or to the expiration date indicated on Schedule VI. Neither ParentCompany's Knowledge, Holdings nor the Borrower has knowledge of threatened, any material adverse condition imposed action by or before the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained to revoke, cancel, rescind, modify, or refuse to renew in the rules and regulations ordinary course any of the FCC applicable generally Licenses, or any investigation, Order to stations Show Cause, Notice of Violation, Notice of Apparent Liability, or a forfeiture or material complaint against the Station or the Company. The Company does not Know of any reason why the FCC would not renew the FCC Licenses in the ordinary course. In the event of any such action, or the filing or issuance of any such order, notice, or complaint or Knowledge of the typethreat thereof, naturethe Company shall notify ▇▇▇▇ of same in writing within five (5) days, class and shall take all reasonable measures to contest in good faith or location seek removal or rescission of each Stationsuch action, order, notice, or complaint, and shall pay any sanctions imposed. Each All material reports, forms, and statements required to be filed by the Company with the FCC with respect to the Station is being operated have been filed and are complete and accurate in all material respects (i) respects. The Station is now and on the Closing Date will be operating in accordance with the terms FCC Licenses, and conditions of the FCC Licenses applicable to it and (ii) in accordance compliance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "Communications Act"). No proceedings are pending or, to the knowledge of Parent, Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respectsamended, and neither Parent, Holdings nor the Borrower has knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Stations' authorization to operate as currently authorized, or to operate the AM Stations as currently authorized, as applicable, under the rules Rules and regulations Regulations of the FCC. There are no unsatisfied or otherwise outstanding notices The operation of apparent liability or violations issued the Station, including, but not limited to, the Company's use and operation of its existing tower sites, conforms to the standards adopted by the FCC with respect to any Station or its operations. The Borrower has delivered to in Guidelines Evaluating the Administrative Agent true Environmental Effects of Radio Frequency Radiation, Report and complete copies of the Order, IT Docket 93-62 (August 1, 1996) (FCC Licenses 96-326), as modified on reconsideration, Second Memorandum Opinion and Order, FCC 97-303 (including any and all amendments and other modifications theretoreleased August 23, 1997).

FCC Licenses. (i) Sold Company shall, as promptly as practicable (but in any event within 10 days following the date hereof), make all filings and submissions to the Federal Communications Commission (“FCC”) to seek FCC approval to assign the FCC authorizations, as set forth on Schedule 5.5(d) of the Seller Disclosure Schedule (“FCC Licenses”), from the Sold Company to Seller Parent and or any Subsidiary of Seller Parent (other than the Sold Company), as selected by Seller Parent in its Subsidiaries hold sole discretion (“New FCC Licensee”). Upon receipt of such validly issued FCC licenses and authorizations as are necessary approval, Seller Parent shall cause the Sold Company to operate promptly consummate the Stations as they are currently operated assignment of the FCC Licenses to the New FCC Licensee. (collectivelyii) No later than 10 days following the assignment of the FCC Licenses to the New FCC Licensee, the "Parties shall jointly prepare and file the necessary application to assign the FCC Licenses"Licenses from the New FCC Licensee to Purchaser (including, for purposes of this Section 5.5(d), each a wholly-owned U.S. subsidiary of which is in full force and effectPurchaser (including, following the Closing, the Sold Company)). The Parties shall cooperate with each other and use their respective best efforts to promptly obtain authorization and approval to assign the FCC Licenses from the New FCC Licensee to Purchaser (the “FCC Approval”). Upon receipt of the FCC Approval to the extent such receipt occurs on or after the Closing Date, Seller Parent shall, or shall cause the New FCC Licensee to, promptly (an in any event within five Business Days) consummate the assignment of the FCC Licenses and the Restricted Assets to Purchaser for no additional cost. To the extent such receipt occurs prior to the Closing Date, Seller Parent shall, or shall cause the New FCC Licensee to, consummate the assignment of the FCC Licenses and the Restricted Assets to Purchaser as of the Restatement Effective Closing Date are listed on Schedule VI, each for no additional cost. (iii) Until the earlier of which (A) when the FCC Licenses has are assigned by New FCC Licensee to Purchaser in accordance with the expiration date indicated on Schedule VI. Neither ParentFCC Approval or (B) a period not to exceed 24 months from the Closing Date, Holdings nor and, in either case, solely to the Borrower has knowledge extent (x) the New FCC Licensee and its designated representatives have sufficient access to the site at which the FCC Licenses and Restricted Assets are located, consistent with FCC requirements; (y) the Purchaser or Sold Company does not intentionally preclude or obstruct the New FCC Licensee’s efforts to comply with all applicable FCC requirements; and (z) the Management Agreement remains valid and effective: (1) Seller Parent shall provide exclusively to Purchaser and its Affiliates such communications services as are requested by Purchaser and that are authorized under the FCC Licenses and capable of any material adverse condition imposed being provided using the Restricted Assets, except to the extent otherwise required by the FCC as part of any FCC License which is neither set forth on FCC; (2) the face thereof as issued by Sold Company shall, pursuant to the FCC nor contained in the rules and regulations terms of the FCC applicable generally to stations of the typeManagement Agreement, nature, class or location of each Station. Each Station is being operated in all material respects (i) in accordance the form attached hereto as Exhibit 5, assist with the terms and conditions operation of the FCC Licenses applicable and the ground radio equipment associated therewith, subject to it the ultimate oversight of New FCC Licensee; and (ii3) in accordance with Seller Parent shall, and shall cause the rules New FCC Licensee to, (a) oversee and regulations of maintain the FCC Licenses and the Communications Act of 1934, as amended (the "Communications Act"). No proceedings are pending or, to the knowledge of Parent, Holdings or the Borrower, are threatened which may reasonably be expected to result Restricted Assets in the revocationOrdinary Course, modification, non-renewal or suspension of any of (b) make all required filings relating to the FCC Licenses, ; (c) oversee the denial operations of any pending applications, the issuance of any cease and desist order or the imposition of any material fines, forfeitures or other administrative actions by Restricted Assets under the FCC Licenses in compliance with respect to the Stations applicable Law; and (d) not sell, transfer, lease, license or their operation, other than proceedings affecting the radio broadcasting industry in general. Reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Parent, Holdings nor the Borrower has knowledge dispose of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition Restricted Assets. (iv) After the date of any material fines or forfeitures by this Agreement, but prior to the Closing, the Parties shall promptly identify all assets that are Transferred Assets that require the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Stations' authorization to operate as currently authorizedLicenses and that must, or to operate the AM Stations as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Administrative Agent true and complete copies pending receipt of the FCC Approval, remain under the control of the New FCC Licensee (the “Restricted Assets”). Notwithstanding any other provision in this Agreement, the ownership of such Restricted Assets shall remain with Seller or the New FCC Licensee until the FCC Licenses (including any and all amendments and other modifications theretoare assigned to Purchaser, in accordance with this Section 5.5(d).

FCC Licenses. Parent and its Subsidiaries hold such validly issued Schedule 7.21 correctly sets forth all of the FCC licenses licenses, permits, approvals and authorizations as are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses")) used or planned to be used by Seller and License Company in connection with the Business and correctly sets forth the entity holding such FCC License, the call sign or file number and expiration date of each such FCC License. Neither Seller nor License Company is required to hold any other FCC License to conduct the Business. Each such FCC License has been duly and validly issued or assigned to Seller or License Company by or with the consent of the FCC pursuant to procedures which comply with all requirements of applicable law, is in full force and effect. The , and is unimpaired, and Seller and License Company each have the right to use all FCC Licenses as in the ordinary course of business for the operation of the Restatement Effective Date Business. Seller and License Company are listed on Schedule VI, each of which FCC Licenses has the expiration date indicated on Schedule VI. Neither Parent, Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of each Station. Each Station is being operated compliance in all material respects (i) with the FCC Licenses and FCC Rules, and there is no known conflict with the valid rights of others which could adversely affect the FCC Licenses, the Business or Seller or License Company. There is no complaint or proceeding pending before the FCC, or to the best knowledge of Seller or License Company threatened, or other event that has occurred, which could reasonably be expected to result in the forfeiture, revocation, impairment, non-renewal or adverse modification, of any such FCC License, or the imposition of a financial or other penalty upon Seller or License Company. All facilities authorized pursuant to the FCC Licenses were timely constructed in accordance with the terms such FCC License and conditions all provisions of the FCC Licenses applicable to it and (ii) in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "Communications Act"). No proceedings are pending or, to ) and the knowledge of Parent, Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease rules promulgated and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Parent, Holdings nor the Borrower has knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Stations' authorization to operate as currently authorized, or to operate the AM Stations as currently authorized, as applicable, policies adopted under the rules Act (collectively, "FCC Rules") and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Administrative Agent true and complete copies of the FCC Licenses (including any and all amendments and other modifications thereto)operating in compliance therewith.

FCC Licenses. Parent Except as set forth on Schedule 1.2(a): (a) Wichita Licensee and its Subsidiaries hold such validly issued Topeka Licensee are the holders of the FCC licenses Licenses described on Schedule 1.2(a), which are all of the material licenses, permits and authorizations as of any federal, state or local governmental authority required for or otherwise material to the present operation of the Stations. The FCC Licenses are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effecteffect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired. The FCC Licenses as of the Restatement Effective Date are listed on Schedule VI, each of which FCC Licenses has the expiration date indicated on Schedule VI. Neither Parent, Holdings nor the Borrower has knowledge of There is not pending any material adverse condition imposed action by or before the FCC as part of to revoke, suspend, cancel, rescind or materially adversely modify any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally Licenses (other than proceedings to stations amend FCC rules of general applicability). There is not issued or outstanding, by or before the typeFCC, natureany order to show cause, class notice of violation, notice of apparent liability, or location order of each Stationforfeiture against the Stations or against Wichita Licensee or Topeka Licensee with respect to the Stations that could result in any such action. Each Station is being operated The Stations are operating in compliance in all material respects (i) in accordance with the terms and conditions of the FCC Licenses applicable to it and (ii) in accordance with the rules and regulations of the FCC and Licenses, the Communications Act of 1934, as amended (the "“Communications Act"”). No proceedings are pending or, to and the knowledge of Parentrules, Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any regulations and policies of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any material fines, forfeitures or other administrative actions FCC. (b) Each Station has been assigned a channel by the FCC for the provision of digital television (“DTV”) service, and the FCC Licenses include such authorization. The Stations are broadcasting the DTV signal in accordance with respect such authorization in all material respects. Except as set forth on Schedule 1.2(a), each Station’s election of a channel on which to provide DTV service following the end of the DTV transition has been approved by the FCC, and each Station has met the build-out requirements for its replication-maximization deadline pursuant to the FCC’s Report and Order, “Second Periodic Review of the Commission’s Rules and Policies Affecting the Conversion to Digital Television,” FCC 04-192 (released September 7, 2004) if such deadline has passed. (c) As of the date of this Agreement, (i) the Stations are carried on cable and DBS systems pursuant to the retransmission consent agreements set forth on Schedule 1.2(d) and (ii) each retransmission consent agreement is in effect and is binding upon the Companies and, to Seller’s knowledge, the other parties thereto (subject to bankruptcy, insolvency, reorganization or their operation, other than proceedings similar laws relating to or affecting the radio broadcasting industry in general. Reports, applications enforcement of creditors’ rights generally). (d) All material reports and other documents filings required to be filed by any Credit Party with the FCC by Wichita Licensee and Topeka Licensee with respect to the Stations have in all material respects been timely filed filed. All such reports and all such reports, applications and documents filings are true, correct accurate and complete in all material respects, . Wichita Licensee and neither Parent, Holdings nor Topeka Licensee maintain appropriate public inspection files at the Borrower has knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Stations' authorization to operate as currently authorized, or to operate the AM Stations as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued required by the FCC with respect to any Station or its operations. The Borrower has delivered to the Administrative Agent true and complete copies of the FCC Licenses (including any and all amendments and other modifications thereto)rules.

FCC Licenses. Parent (a) SCHEDULE 1.1(a) hereto contains a true and its Subsidiaries hold such validly issued FCC licenses and authorizations as are necessary to operate complete list of the Stations as they are currently operated (collectively, the "FCC Licenses"), each . Licensee is the authorized legal holder of which is the FCC Licenses. The FCC Licenses are in full force and effect, unimpaired by any act or omission of either Seller. The FCC Licenses as are all of the Restatement Effective Date licenses, permits or other authorizations from federal governmental and regulatory authorities necessary to the operation of the Station in the manner and to the full extent as such operations are listed on Schedule VI, each of which currently conducted and there are no conditions upon the FCC Licenses has the expiration date indicated on Schedule VI. Neither Parent, Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC License which is neither set forth except those conditions stated on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of each Station. Each Station is being operated in all material respects (i) in accordance with the terms and conditions of the FCC Licenses applicable to it and (ii) in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "Communications Act")thereof. No proceedings are pending or, or threatened (other than proceedings applicable to the knowledge of Parent, Holdings or the Borrower, are threatened radio industry as a whole) nor do any facts exist which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC Licenses, the denial of any pending applicationsapplications related to the FCC Licenses, the issuance of any cease and desist order or related to the FCC Licenses, the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Stations FCC Licenses or their operation, other than proceedings affecting which may affect Buyer's ability to operate the radio broadcasting industry Station in general. Reports, applications and other documents required to be filed by any Credit Party accordance with the FCC Licenses and the existing rules, regulations and policies of the FCC (the "FCC Rules"). (b) Except as disclosed on SCHEDULE 1.1(a) hereof, the Station and its transmission facilities are operating in material compliance with the FCC Licenses and the FCC Rules, and Seller shall take all steps reasonably necessary to insure continued compliance therewith pending the Closing. Licensee has filed with the FCC all material reports or applications (including payment of any fee, fine or forfeiture due to the FCC as of date hereof) with respect to the Stations have FCC Licenses and the Station. Seller has complied in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Parent, Holdings nor the Borrower has knowledge of any matters with applicable FCC Rules pertaining to (i) which could reasonably be expected the Station's public file, and (ii) the requirements to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any material fines or forfeitures maintain logs and other records. All such files, logs, and records required by the FCC upon any Credit Party or (iiare kept in good order and maintained at the Station. Except as disclosed on SCHEDULE 1.1(a) which could reasonably hereof, the Station's tower and transmitting facilities are in good repair and structurally sound, are currently maintained and shall be expected maintained in accordance with good engineering practice and all applicable FCC Rules, have correct monitoring points, and possess all necessary lighting and markings to result in comply with applicable FCC Rules. If required, the modification or revocation of any FM Stations' authorization to operate as currently authorized, or to operate the AM Stations as currently authorized, as applicable, under the rules and regulations of the FCC. There transmission towers are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by duly registered with the FCC with respect to any Station or its operationsand Federal Aviation Administration. The Borrower has delivered to Station is currently transmitting its broadcast signal, and shall on the Administrative Agent true and complete copies Closing Date be transmitting its broadcast signal, at no less than ninety percent (90%) of the FCC Licenses (including any and all amendments and other modifications thereto)its maximum authorized power.