Common use of FCC Licenses Clause in Contracts

FCC Licenses. Seller are the holders of the FCC Licenses listed ------------- on Schedule 3.8, and except as set forth on such Schedule, the FCC Licenses (i) ------------ are valid, in good standing and in full force and effect and constitute all of the licenses, permits and authorizations required by the Act, the Rules and Regulations or the FCC for, or used in, the operation of the Stations as now operated, and (ii) constitute all the licenses and authorizations issued by the FCC to Sellers for or in connection with the current operation of the Stations. Sellers have no knowledge of any 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 the Stations. Except as disclosed on Schedule 3.8, the Stations are being operated at full authorized ------------ power in accordance with the terms and conditions of the FCC Licenses applicable to them and in accordance with the Rules and Regulations. Except as set forth on Schedule 3.8, no proceedings are pending or, to the knowledge of the Sellers, ------------ are threatened which may 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 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. Sellers have complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the Stations, and all such reports, applications and documents are complete and correct in all material respects. Sellers have 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 fines or forfeitures by the FCC, or (ii) against Sellers which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Stations or their operation. Complete and accurate copies of all FCC Licenses are attached as a part of Schedule 3.8. The ------------ "Public Inspection File" of each of the Stations is complete and in substantial and material compliance with Section 73.3526 of the Rules and Regulations.

FCC Licenses. Seller are is the holders holder of the FCC Licenses listed on ------------- on Schedule 3.8, and except as set forth on such Schedule, the FCC Licenses (i) are ------------ are valid, in good standing and in full force and effect and constitute all of the licenses, permits and authorizations required by the Act, the Rules and Regulations or the FCC for, or used in, the operation of the Stations Station as now operated, and (ii) constitute all the licenses and authorizations issued by the FCC to Sellers Seller for or in connection with the current operation of the StationsStation. Sellers have Seller has no knowledge of any 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 the StationsStation. Except as disclosed on Schedule -------- 3.8, the Stations are Station is being operated at full authorized ------------ power power, in accordance with --- the terms and conditions of the FCC Licenses applicable to them it and in accordance with the Rules and Regulations. Except as set forth on Schedule 3.8, no ------------ proceedings are pending or, to the knowledge of the SellersSeller, ------------ are threatened which may 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 fines, forfeitures or other administrative actions by the FCC with respect to the Stations Station or their its operation, other than proceedings affecting the radio broadcasting industry in general. Sellers have Seller has complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the StationsStation, and all such reports, applications and documents are complete and correct in all material respects. Sellers have Seller has 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 fines or forfeitures by the FCC, or (ii) against Sellers Seller which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Stations Station or their its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Schedule 3.8. The ------------ "Public Inspection ------------ File" of each of the Stations Station is complete and in substantial and material compliance with Section 73.3526 of the Rules and Regulations.

FCC Licenses. Seller The Subsidiaries validly hold all licenses and authorizations (collectively, the "FCC LICENSES") pursuant to Final Orders (except as disclosed in Schedule 4.1(i)(ii)), as are necessary to operate the holders of the Stations as they are currently operated. Schedule 4.1(i)(i) hereto lists all FCC Licenses listed ------------- on Schedule 3.8as are necessary to operate the Stations as they are currently operated, and except as set forth on such Schedulehaving the expiration dates indicated therein, the FCC Licenses (i) ------------ are valid, in good standing and each of which is in full force and effect and constitute all of the licenses, permits and authorizations required by the Act, the Rules and Regulations or the FCC for, or used in, the operation of the Stations as now operated, and (ii) constitute all the licenses and authorizations issued by the FCC to Sellers for or in connection with the current operation of the Stationseffect. Sellers have no knowledge of any condition imposed by the FCC as part of any FCC License which Each Station 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 the Stations. Except as disclosed on Schedule 3.8, the Stations are being operated at full authorized ------------ power in all material respects in accordance with the terms and conditions of the FCC Licenses applicable to them it and in accordance with the FCC Rules and Regulationsthe Communications Act. Except as set forth on disclosed in Schedule 3.84.1(i)(iii), no proceedings are pending or, to the knowledge of the SellersSeller, ------------ any of the Companies or any of the Subsidiaries, are threatened which may 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. Sellers have complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the Stations, and all such reports, applications and documents are complete and correct in all material respects. Sellers have 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 fines or forfeitures by the FCC, or (ii) against Sellers which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations forfeiture notices issued by the FCC with respect to the Stations any Station or their its operation. Complete and accurate copies of all Except as disclosed on Schedule 4.1(i)(ii), the Seller does not have any pending applications at the FCC relating to the FCC Licenses or the Stations. None of the Seller, any Company or any Subsidiary is a party to any proceeding or complaint at the FCC except as disclosed on Schedule 4.1(i)(iii). To the best knowledge of the Seller, the Companies and the Subsidiaries, there is no reason that the FCC Licenses will not be renewed in the ordinary course, and there are attached no facts that, under the Communications Act or the FCC Rules, would disqualify any of them as a part transferors of Schedule 3.8the FCC Licenses. The ------------ "Public Inspection File" of each All reports or documents required since the acquisition of the Stations is complete and in substantial and material compliance with Section 73.3526 of by the Rules and Regulations.Seller, the

FCC Licenses. Seller are is the holders holder of the FCC Licenses listed ------------- on -------------- Schedule 3.83.7, and except as set forth on such Schedule, the FCC Licenses (i) ------------ are --------- valid, in good standing and in full force and effect and constitute all of the licenses, permits and authorizations required by the Act, the Rules and Regulations or the FCC for, or used in, the operation of the Stations Station in all material respects as now operated, and (ii) constitute all the current licenses and authorizations issued by the FCC to Sellers Seller for or in connection with the current operation of the StationsStation. Sellers have Seller has no knowledge of any 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 the Stations. Except as disclosed on Schedule 3.8, the Stations are The Station is being operated at full authorized ------------ power power, in accordance with the terms and conditions of the FCC Licenses applicable to them it and in accordance with the Rules and Regulations, except to the extent a failure to so comply would not constitute a Material Adverse Condition. Except as set forth on Schedule 3.8, no No proceedings are pending or, to the knowledge of the SellersSeller, ------------ are threatened which may 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 fines, forfeitures or other administrative actions by the FCC with respect to the Stations Station or their its operation, other than proceedings affecting the radio broadcasting industry in general. Sellers have Seller has complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the StationsStation, and all such reports, applications and documents are complete and correct in all material respects. Sellers have Seller has 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 fines or forfeitures by the FCC, or (ii) against Sellers Seller which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There To Seller's actual knowledge there are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Stations Station or their its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Schedule 3.83.7. The ------------ "Public Inspection ------------ File" of each of the Stations Station is complete and in substantial and material compliance with Section 73.3526 of the Rules and Regulations.

FCC Licenses. Seller are is the holders holder of the FCC Licenses listed ------------- on Schedule SCHEDULE 3.8, and except as set forth on such Schedule, the FCC Licenses (i) ------------ are valid, in good standing and in full force and effect effect, unimpaired by any act or omission of Seller, and constitute all of the licenses, permits and authorizations required by the Act, the Rules and Regulations or the FCC for, or used in, the operation of the Stations Station in all material respects as now operated, and (ii) constitute all the current licenses and authorizations issued by the FCC to Sellers Seller for or in connection with the current operation of the Stations. Sellers have Station; (iii) there is no knowledge of any 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 the Stations. Except as disclosed on Schedule 3.8, Station; (iv) the Stations are Station is being operated at full authorized ------------ power power, in accordance with the terms and conditions of the FCC Licenses applicable to them it and in accordance with the Rules and Regulations. Except as set forth on Schedule 3.8, except to the extent a failure to so comply would not constitute a Material Adverse Effect; (v) no proceedings are pending application, action or proceeding is pending, or, to the knowledge of the Sellers, ------------ are is threatened which may 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 fines, forfeitures or other administrative actions by the FCC with respect to the Stations Station or their its operation, other than proceedings affecting the radio broadcasting industry in general. Sellers have ; (vi) there is not before the FCC any material investigation, proceeding, notice of violation or order of forfeiture relating to the Station; (vii) Seller has complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the StationsStation, and all such reports, applications and documents are complete and correct in all material respects. Sellers have ; (viii) there are no knowledge of any matters (iA) which could reasonably be expected to result in the suspension or revocation suspension, revocation, cancellation, modification of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCC, or (iiB) against Sellers Seller which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition Effect in connection with approval of such assignment. There ; (ix) there are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Stations Station or their its operation. Complete ; and accurate copies of all FCC Licenses are attached as a part of Schedule 3.8. The ------------ (x) the "Public Inspection File" of each of the Stations Station is complete and in substantial and material compliance with Section 73.3526 of the Rules and Regulations. Complete and accurate copies of all FCC Licenses are attached hereto as a part of SCHEDULE 3.8.

FCC Licenses. Seller are Schedule 1 sets forth a true and complete list of ------------ each License that is being transferred to ART hereunder, the holders name of the FCC Licenses listed ------------- on Schedule 3.8licensee, the call sign, the License expiration date, and except the status of any applications for assignment, transfer or waiver of FCC rules filed (or to be filed) with the FCC. Sellers have provided to ART true and correct copies of the Licenses received by the Holders from the FCC and of the other Licenses shown on Schedules 1(a) and 1(b). Except for the Loan Agreement dated as set forth on such Scheduleof February 11, 2000 among BCC and the lenders named therein providing for term loans in an aggregate amount of $3,025,000, the FCC Loan Agreement dated as of February 11, 2000 among BCC and the lenders named therein providing for term loans in an aggregate amount of $60,000 and the Loan Agreement dated as of September 15, 1999 among BCC and the lenders named therein providing for term loans in an aggregate amount of $9,150,000 (collectively, the "Existing Credit Agreements") Agreements, which xxxxx x xxxx to the lenders thereunder on the proceeds of the Licenses (i) ------------ held by BCC as of the date hereof, none of such Licenses are validsubject to any Lien, in good standing and, except for the Plaincom Licenses, Holders own, or will by Closing own, all of the right, title and interest in, to and under such Licenses. All the Licenses are currently valid and in full force and effect and constitute all material construction or build-out regulations required to be met as of this date for each of the licensesLicenses have been met. None of the Licenses nor any licensee or any affiliate of any licensee is subject to or has received any notification of an investigation, permits and authorizations required by the Actviolation or forfeiture, the Rules and Regulations or the FCC forany notice of apparent liability, or used inany other order or complaint issued by or before any court or governmental body, including the operation FCC, that could in any manner threaten or adversely affect the validity, continued effectiveness, material terms, or likelihood of renewal of any of the Stations as now operatedLicenses, and (ii) constitute all the licenses and authorizations issued by the FCC to Sellers for or in connection with the current operation of the Stations. Sellers have no knowledge of any 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 the Stations. Except as disclosed on Schedule 3.8, the Stations are being operated at full authorized ------------ power in accordance with the terms and conditions of the FCC Licenses applicable to them and in accordance with the Rules and Regulations. Except as set forth on Schedule 3.8, no proceedings are pending or, to the knowledge of Sellers after due inquiry is any such action threatened. No License is subject to any proceedings, and no Seller nor any Xxxxxxx Affiliate has knowledge after due inquiry of any other proceedings that could in any manner threaten or adversely affect the Sellersvalidity, ------------ are threatened which may result in the revocationcontinued effectiveness, modificationmaterial terms, non-or likelihood of 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 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. Sellers have complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the Stations, and all such reports, applications and documents are complete and correct in all material respects. Sellers have 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 fines or forfeitures by the FCC, or (ii) against Sellers which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Stations or their operation. Complete and accurate copies of all FCC Licenses are attached as a part of Schedule 3.8. The ------------ "Public Inspection File" of each of the Stations is complete and in substantial and material compliance with Section 73.3526 of the Rules and Regulations.

FCC Licenses. Seller are is the holders holder of the FCC Licenses listed on ------------- on Schedule 3.83.7, and except as set forth on such Schedule, the FCC Licenses (i) are ------------ are valid, in good standing and in full force and effect and constitute all of the licenses, permits and authorizations required by the Act, the Rules and Regulations or the FCC for, or used in, the operation of the Stations Station as now operated, and (ii) constitute all the licenses and authorizations issued by the FCC to Sellers Seller for or in connection with the current operation of the StationsStation. Sellers have Seller has no knowledge of any 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 the StationsStation. Except as disclosed on Schedule 3.8-------- 3.7, the Stations are Station is being operated at full authorized ------------ power power, in accordance with --- the terms and conditions of the FCC Licenses applicable to them it and in accordance with the Rules and Regulations. Except as set forth on Schedule 3.83.7, no ------------ proceedings are pending or, to the knowledge of the SellersSeller, ------------ are threatened which may 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 fines, forfeitures or other administrative actions by the FCC with respect to the Stations Station or their its operation, other than proceedings affecting the radio broadcasting industry in general. Sellers have Seller has complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the StationsStation, and all such reports, applications and documents are complete and correct in all material respects. Sellers have Seller has 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 fines or forfeitures by the FCC, or (ii) against Sellers Seller which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Stations Station or their its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Schedule 3.8. The ------------ "Public Inspection File" of each of the Stations Station is complete ------------ and in substantial and material compliance with Section 73.3526 of the Rules and Regulations.

FCC Licenses. Seller are the holders The Company has provided Buyer with a complete list of the FCC Licenses listed ------------- on Schedule 3.8, and except 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 which the FCC Licenses apply or as set forth on such in Section 3.21 of the Company Disclosure Schedule, the FCC Licenses : (i) ------------ the Company and those of its Subsidiaries that are valid, in good standing and in full force and effect and constitute all of the licenses, permits and authorizations required by the Act, the Rules and Regulations or the to hold FCC forLicenses, or used inthat control FCC Licenses, are qualified to hold such FCC Licenses or to control such FCC Licenses, as the operation of the Stations as now operated, and case may be; (ii) constitute all the licenses Company and authorizations issued by 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 Sellers for or in connection be filed with respect to the Merger (the "FCC Application"), except that the Company has filed a renewal application with the current operation of FCC relating to KENS-AM, which renewal application may delay the Stations. Sellers have no knowledge of any 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 granting of the FCC applicable generally to stations of the type, nature, class or location of the Stations. Except as disclosed on Schedule 3.8, the Stations are being operated at full authorized ------------ power Application; (iv) each Company Station is in accordance material compliance with the terms and conditions of the all FCC Licenses applicable to them held by it; and in accordance with the Rules and Regulations. Except as set forth on Schedule 3.8, no proceedings are (v) there is not pending or, to the knowledge of the SellersCompany, ------------ are threatened any application, petition, objection or other pleading with the FCC or other Governmental Entity which may result in challenges the revocationvalidity of, 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 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 in general. Sellers have complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the Stations, and all such reports, applications and documents are complete and correct in all material respects. Sellers have 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 fines or forfeitures by the FCC, or (ii) against Sellers which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition hold in connection with approval the operation of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Stations or their operation. Complete and accurate copies of all FCC Licenses are attached as a part of Schedule 3.8. The ------------ "Public Inspection File" of each of the Stations is complete and in substantial and material compliance with Section 73.3526 of the Rules and Regulationsits business.

FCC Licenses. Seller are The Company is the holders holder of the FCC Licenses listed ------------- on Schedule 3.8in ------------ Section 3.11 of the Disclosure Schedule, and except as set forth on in such Disclosure Schedule, the FCC Licenses (i) ------------ are valid, in good standing and in full force and effect and constitute all of the licenses, permits and authorizations required by the Act, Act and the Rules and Regulations or the FCC for, or used in, the operation of the Stations Station as now operated, and (ii) constitute all the licenses and authorizations issued by the FCC to Sellers the Company for or in connection with the current operation of the StationsStation. Sellers Seller does not have no any knowledge of 12 any 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 the StationsStation. Except as disclosed on Schedule 3.8Section 3.11 of the Disclosure Schedule, the Stations are Station is being operated at full authorized ------------ power in accordance with the terms and conditions of the FCC Licenses applicable to them it and in accordance with the Rules and Regulations. Except as set forth on Schedule 3.8Section 3.11 of the Disclosure Schedule, no proceedings are pending or, to the knowledge of the SellersSeller, ------------ are threatened which may result in the revocation, modification, non-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 fines, forfeitures or other administrative actions by the FCC with respect to the Stations Station or their its operation, other than proceedings affecting the radio broadcasting industry in general. Sellers have The Company has complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the StationsStation, and all such reports, applications and documents are complete and correct in all material respects. Sellers have Seller has 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 fines or forfeitures by the FCC, or (ii) against Sellers the Company which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Stations Station or their its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Schedule 3.8Section 3.11 of the Disclosure Schedule. The ------------ "Public Inspection File" of each of the Stations Station is complete and in substantial and material compliance with Section section 73.3526 of the Rules and Regulations.

FCC Licenses. Such Seller are the holders has heretofore provided Buyer with or made available to Buyer true, complete and correct copies of all of the FCC Licenses listed ------------- on Schedule 3.8, held by such Seller and except as set forth on such Schedule, the FCC Licenses has heretofore made available to Buyer copies of all associated license applications (i) ------------ are valid, in good standing and in full force and effect and constitute all of the licenses, permits and authorizations required by the Act, the Rules and Regulations or the FCC for, or used in, the operation of the Stations as now operated, and (ii) constitute all the licenses and authorizations issued by including any filings made with the FCC to Sellers for or in connection with memorialize the current operation of the Stations. Sellers have no knowledge sites of any condition imposed by the FCC fill-in transmitter as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in defined and provided for under the rules and regulations of the FCC applicable generally to stations of but which may not be shown on the typeFCC Licenses, natureand any authority provided under the FCC rules for fill-in transmitters that have not been memorialized by any filing with the FCC, class or location of the Stations. Except as disclosed but which are listed on Schedule 3.81.1.1(a) ("Fill-in Transmitters")), the Stations are being operated at full authorized ------------ power in accordance files and correspondence with the terms and conditions FCC. The FCC Licenses identified on Schedule 1.1.1(a) as being held by such Seller are all of the FCC Licenses applicable held by such Seller relating to them and in accordance with 152.63 MHz, 152.84 MHz or 158.10 MHz Radio Common Carrier frequencies or the Rules and RegulationsPaging Business. Except as set forth on Schedule 3.83.1.5, no proceedings the FCC Licenses held by such Seller are pending orin full force and effect, are validly held by such Seller, and are free and clear of Liens, conditions or other restrictions of such nature as would materially limit the operation of such Seller's antenna and transmitter sites covered by the FCC Licenses (including sites for any Fill-in Transmitters) held by such Seller (all such sites for all Sellers collectively, the "Transmitter Facilities"). Each Seller, severally and not jointly, represents and warrants to the knowledge of the SellersBuyer that, ------------ are threatened which may result in the revocation, modification, non-renewal or suspension of any of except for the FCC Licenses, the denial of any pending applicationsthere are no permits, the issuance of any cease and desist order or the imposition of any fines, forfeitures licenses or other administrative actions authorizations currently held by the FCC it, or required by Law to be held by it, with respect to its ownership of its Purchased Assets or operation of the Stations Paging Business, except where its failure to hold such a permit, license or their operation, other than proceedings affecting the radio broadcasting industry in general. Sellers have complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the Stations, and all such reports, applications and documents are complete and correct in all material respects. Sellers have no knowledge of any matters (i) which could authorization would not reasonably be expected to result materially and adversely affect the Sellers' ownership of the Purchased Assets or conduct of the Paging Business. The sites of such Seller set forth in the suspension FCC Licenses and any associated sites for Fill-in Transmitters listed therewith in Schedule 1.1.1(a) have been timely constructed and placed into operation with service to subscribers by such Seller in accordance with the rules of the FCC. Except as set forth on Schedule 3.1.5, there are no applications, petitions to deny, complaints or revocation proceedings pending before the FCC or relating to Asset Purchase Agreement the operations of or the refusal provision of service from such Seller's Transmitter Facilities that are likely to renew any preclude such Seller from entering this transaction or consummating the transactions contemplated hereby or that are likely to materially adversely affect the validity of the FCC Licenses or the imposition of any fines or forfeitures held by the FCC, or (ii) against Sellers which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Stations or their operation. Complete and accurate copies of all FCC Licenses are attached as a part of Schedule 3.8. The ------------ "Public Inspection File" of each of the Stations is complete and in substantial and material compliance with Section 73.3526 of the Rules and RegulationsSeller.

FCC Licenses. Seller are is the holders holder of the FCC Licenses listed on ------------- on Schedule 3.8, and except as set forth on such Schedule, the FCC Licenses (i) are ------------ are valid, in good standing and in full force and effect and constitute all of the licenses, permits and authorizations required by the Act, the Rules and Regulations or the FCC for, or used in, the operation of the Stations Station in all material respects as now operated, and (ii) constitute all the current licenses and authorizations issued by the FCC to Sellers Seller for or in connection with the current operation of the StationsStation. Sellers have Seller has no knowledge of any 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 the StationsStation. Except as disclosed on Schedule 3.8, the Stations are The Station is being operated at full authorized ------------ power power, in accordance with the terms and conditions of the FCC Licenses applicable to them it and in accordance with the Rules and Regulations. Except as set forth on Schedule 3.8, no No proceedings are pending or, to the knowledge of the SellersSeller, ------------ are threatened which may 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 fines, forfeitures or other administrative actions by the FCC with respect to the Stations Station or their its operation, other than proceedings affecting the radio broadcasting industry in general. Sellers have Seller has complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the StationsStation, and all such reports, applications and documents are complete and correct in all material respects. Sellers have Seller has 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 fines or forfeitures by the FCC, or (ii) against Sellers Seller which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Stations Station or their its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Schedule 3.8. The ------------ "Public ------------ Inspection File" of each of the Stations Station is complete and in substantial and material compliance with Section 73.3526 of the Rules and Regulations.

FCC Licenses. Seller are is the holders holder of the FCC Licenses listed ------------- on Schedule 3.8, and except as set forth on such Schedule, the FCC Licenses (i) ------------ are valid, in good standing and in full force and effect and constitute all of the licenses, permits and authorizations required by the Act, the Rules and Regulations or the FCC for, or used in, the operation of the Stations as now operated, and (ii) constitute all the licenses and authorizations issued by the FCC to Sellers Seller for or in connection with the current operation of the Stations. Sellers have Seller has no knowledge of any 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 the Stations. Except as disclosed on Schedule 3.8, the Stations are being operated at full authorized ------------ power power, in accordance with the terms and conditions of the FCC Licenses applicable to them it and in accordance with the Rules and Regulations. Except as set forth on Schedule 3.8, no proceedings are pending or, to the knowledge of the SellersSeller, ------------ are threatened which may 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 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. Sellers have Seller has complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the Stations, and all such reports, applications and documents are complete and correct in all material respects. Sellers have Seller has 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 fines or forfeitures by the FCC, or (ii) against Sellers Seller which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Stations or their operation. Complete and accurate copies of all FCC Licenses are attached as a part of Schedule 3.8. The ------------ "Public Inspection FileFiles" of each of the Stations is complete and are in substantial and material compliance with Section 73.3526 of the Rules and Regulations.