Common use of Government Authorizations Clause in Contracts

Government Authorizations. Section 1.1(a) of the Disclosure Schedule contains a true and complete list of all the Licenses, which Licenses are sufficient for the lawful conduct of the business and operation of the Station in the manner and to the full extent they are currently conducted. Seller is the authorized legal holder of the Licenses, none of which is subject to any restriction or condition which would limit in any material respect the full operation of the Station as now operated. There are no applications, complaints or proceedings pending or, to the best of Seller's knowledge, threatened as of the date hereof before the Commission or any other governmental authority relating to the business or operations of the Station, other than applications, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications thereto. The Licenses are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller or its officers, directors or employees; and the operation of the Station is in accordance with the Licenses and the underlying construction permits. No proceedings are pending or, to the knowledge of Seller, are threatened which may result in the revocation, modification, non-renewal or suspension of any of the Licenses, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission with respect to the Licenses or which may affect Buyer's ability to continue to operate the Station as it is currently operated. Seller has taken no action which, to its knowledge, could lead to revocation or non- renewal of the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of the Licenses. All material reports, forms and statements required to be filed with the Commission with respect to the Station since the grant of the last renewal of the Licenses have been filed and are complete and accurate. To the knowledge of Seller, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies and orders of the Commission, would disqualify Seller as assignor, and Buyer as assignee, in connection with the Assignment Application.

Government Authorizations. Section 1.1(a) of the Disclosure Schedule contains a true and complete list of all the Licenses, which Seller holds with regular, unconditional renewals thereof and which were granted for the full license terms and the Licenses are sufficient for the lawful conduct of the business and operation of the Station in the manner and to the full extent they are currently conducted. Seller is the authorized legal holder None of the Licenses, none of which Licenses is subject to any restriction or condition which would limit in any material respect the full operation of the Station as now operated. There are no applications, complaints or proceedings pending or, to the best of Seller's knowledge, threatened as of the date hereof before the Commission or any other governmental authority relating to the business or operations of the Station, other than applications, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications thereto. The Licenses are validly issued, in good standing, are in full force and effect and are unimpaired by any act or omission of Seller or its officers, directors or employees, and Seller has fulfilled and performed all of its obligations with respect thereto and has full power and authority to operate thereunder; and the operation of the Station is in accordance with the Licenses and the underlying construction permitsCommunications Act of 1934, as amended, and the rules, regulations, and policies of the Federal Communications Commission. No To the knowledge of Seller no proceedings are pending or, to the knowledge of Seller, or are threatened which may result in the revocation, modification, non-renewal or suspension of any of the Licenses, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission with respect to the Licenses or which may affect Buyer's ability to continue to operate the Station as it is currently operated. Seller has taken no action which, to its knowledge, could lead to revocation or non- non-renewal of the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of the Licenses. All material reports, forms and statements required to be filed with the Commission with respect to the Station since the grant of the last renewal of the Licenses have been filed and are complete and accurate. To the knowledge of Seller, there are no material facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies rules and orders regulations of the Commission, would disqualify Seller as assignor, and Buyer as assignee, in connection with the Assignment Application.

Government Authorizations. Section 1.1(a) 7.4 of the Disclosure Schedule contains a true and complete list of all the LicensesStation Licenses and other material licenses, permits or other authorizations from governmental and regulatory authorities which Licenses are sufficient required for the lawful conduct of the business and operation operations of the Station Stations in the manner and to the full extent they are currently presently conducted. Seller is the authorized legal holder of the LicensesStation Licenses and other licenses, permits and authorizations listed in said Section 7.4, none of which is subject to any restriction restrictions or condition which would limit in any material respect the full operation of the Station Stations as now operated. There Except as set forth in said Section 7.4 of the Disclosure Schedule, there are no applications, complaints or proceedings pending or, to the best of Seller's knowledge, threatened as of the date hereof before the Commission or any other governmental authority FCC relating to the business or operations of the Station, Stations other than applications, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's businessindustry. Seller has delivered to Buyer true and complete copies of the Station Licenses, including any and all additions, amendments and other modifications thereto. The Station Licenses listed in said Section 7.4 are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller or its officers, directors or employees; and the operation of the Station Stations is materially in accordance with the Station Licenses and the underlying construction permits. No proceedings are pending or, to the knowledge of Seller, are threatened with respect to the Station Licenses which may result in the revocation, modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission FCC with respect to the Station Licenses or which may affect Buyer's ability to continue to operate the Station Stations as it is they are currently operated. Seller has taken no action which, reason to its knowledge, could lead to revocation or non- renewal of believe that the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of the LicensesStation Licenses will not be renewed in their ordinary course. All material reports, forms and statements required to be filed by Seller with the Commission FCC with respect to the Station Stations since the grant of the last renewal of the Station Licenses have been filed and are substantially complete and accurate. To the best knowledge of Seller, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies Rules and orders Regulations of the CommissionFCC, would disqualify Seller as assignor, and Buyer as assignee, in connection with an assignor of the Assignment ApplicationStation Licenses.

Government Authorizations. Section 1.1(a) of the Disclosure Schedule contains a true and complete list of all the Licenses, which Licenses are sufficient for the lawful conduct of the business and operation of the Station in the manner and to the full extent they are currently conducted. Seller is the authorized legal holder of the Licenses, none of which is subject to any restriction or condition which would limit in any material respect the full operation of the Station as now operated. There are no applications, complaints or proceedings pending or, to the best of Seller's knowledge, threatened as of the date hereof before the Commission or any other governmental authority relating to the business or operations of the Station, other than applications, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications thereto. The Licenses are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller or its officers, directors or employees; and the operation of the Station is in accordance with the Licenses and the underlying construction permits. No proceedings are pending or, to the knowledge of Seller, are threatened which may result in the revocation, modification, non-renewal or suspension of any of the Licenses, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission with respect to the Licenses or which may affect Buyer's ability to continue to operate the Station as it is currently operated. Seller has taken no action which, to its knowledge, could lead to revocation or non- non-renewal of the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of the Licenses. All material reports, forms and statements required to be filed with the Commission with respect to the Station since the grant of the last renewal of the Licenses have been filed and are complete and accurate. To the knowledge of Seller, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies rules and orders regulations of the Commission, would disqualify Seller as assignor, and Buyer as assignee, in connection with the Assignment Application.

Government Authorizations. Section 1.1(a) of the Disclosure Schedule contains a true and complete list of all the Licenses, which Licenses are sufficient for the lawful conduct of the business and operation of the Station Stations in the manner and to the full extent they are currently conducted. Seller is the authorized legal holder of the Licenses, none of which is subject to any restriction or condition which would limit in any material respect the full operation of the Station Stations as now operated. There Except for the application seeking the renewal of the licenses for the Stations, there are no applications, complaints or proceedings pending or, to the best of Seller's knowledge, threatened as of the date hereof before the Commission or any other governmental authority relating to the business or operations of the StationStations, other than applications, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's Stations' business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications thereto. The Licenses are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller or its officers, directors or employees; and the operation of the Station Stations is in accordance with the Licenses and the underlying construction permits. No proceedings are pending or, to the knowledge of Seller, are threatened which may result in the revocation, modification, non-renewal or suspension of any of the Licenses, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission with respect to the Licenses or which may affect Buyer's ability to continue to operate the Station Stations as it is they are currently operated. Seller has taken no action which, to its knowledge, could lead to revocation or non- non-renewal of the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of the Licenses. All material reports, forms and statements required to be filed with the Commission with respect to the Station Stations since the grant of the last renewal of the Licenses have been filed and are complete and accurate. To the knowledge of Seller, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies rules and orders regulations of the Commission, would disqualify Seller as assignor, and Buyer as assignee, in connection with the Assignment Application.. 3.4

Government Authorizations. Section 1.1(a) of the Disclosure Schedule contains a true and complete list of all the Licenses, which Licenses and government authorizations of any kind held or used in the operation of the Station are sufficient for the lawful conduct of the business and operation of the Station in the manner and to the full extent they are currently conducted. Seller is the authorized legal holder of the Licenses, none of which is subject to any restriction or condition which would limit in any material respect the full operation of the Station as now operated. There are no applications, complaints or proceedings (judicial, administrative or otherwise) pending or, to the best of Seller's knowledge, threatened as of the date hereof before the Commission or any other governmental authority relating to the business or operations of the Station, other than applications, complaints or rule making and similar proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications thereto. The Licenses and authorizations are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller or its officers, directors or employees; and the operation of the Station is in accordance with the Licenses and the underlying construction permits. No proceedings are pending or, to the knowledge best of Seller's knowledge, are threatened which may result in the revocation, modification, non-non- renewal or suspension of any of the Licenses, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission with respect to the Licenses or which may affect Buyer's ability to continue to operate the Station as it is currently operated. Seller has not taken no any action which, to its knowledge, which could lead to revocation or non- renewal of the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of the Licenses. All material reports, forms and statements required to be filed with the Commission with respect to the Station since the grant of the last renewal of the Licenses Seller has owned WAYV-FM have been filed and are complete and accurate. To the knowledge of Seller, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies and orders of the Commission, would disqualify Seller as assignor, and Buyer as assignee, in connection with the Assignment Application.and

Government Authorizations. Section 1.1(a) As of the Closing Date, Disclosure Schedule contains a true (3.6) accurately and complete list completely lists all Government Authorizations (identified by issuing authority, name of the party holding the authorization, file number, and expiration date, if any) granted, issued or assigned to any of the Credit Parties as of the date hereof. Except as set forth on Disclosure Schedule (3.6), the Credit Parties hold all the Licenses, which Licenses Government Authorizations that are sufficient necessary for the lawful conduct operation of the business and operation of the Station in the manner and Credit Parties as now, heretofore or proposed to the full extent they are currently be conducted. Seller Each Government Authorization held by a Credit Party is the authorized legal holder in full force and effect and no material default under such Government Authorization by any Credit Party has occurred and is continuing. As of the Licensesdate hereof, except as limited by the provisions of the Communications Act of 1934, as amended (the “Communications Act”), and the rules and regulations of the issuing Governmental Authority and as otherwise specified on the face of any Government Authorizations, none of which the Government Authorizations is subject to any restriction or condition which that would limit in any material respect the full operation of the Station business of the Credit Parties as it is now operatedconducted. There are no applicationsExcept as specified in the Government Authorizations or Disclosure Schedule (3.6), complaints or proceedings pending or(a) there is not, to the best of Seller's knowledge, threatened as of the date hereof before the Commission or any other governmental authority relating to the business or operations of the Stationhereof, other than applications, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications thereto. The Licenses are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller or its officers, directors or employees; and the operation of the Station is in accordance with the Licenses and the underlying construction permits. No proceedings are pending or, to the knowledge of Sellerthe Credit Parties, are threatened which may result in any action by or before the revocationGovernmental Authority to revoke, modificationcancel, non-renewal rescind or suspension of materially modify any of the LicensesGovernment Authorizations (other than proceedings to amend FCC rules of general applicability) or refusal to renew (if applicable) the Government Authorizations, and (b) there is not now issued or outstanding, pending or, to the denial knowledge of the Credit Parties, threatened by or before the Governmental Authority any pending applicationsorder to show cause, the issuance notice of violation, notice of apparent liability, or notice of forfeiture or complaint against any cease and desist order, the imposition of any administrative actions by the Commission Credit Party with respect to any of the Licenses Government Authorizations that would have a Material Adverse Effect. Except as specified in Disclosure Schedule (3.6), none of the Credit Parties’ Government Authorizations is the subject of a pending license renewal application (if applicable) and the Credit Parties have no reason to believe that any of the Credit Parties’ Government Authorizations will be revoked or, if applicable, will not be renewed in the ordinary course. From and after the Closing Date, the Credit Parties shall preserve, renew (if applicable), and maintain in full force and effect all Government Authorizations necessary to conduct the business of the Credit Parties as now, heretofore or which may affect Buyer's ability proposed to be conducted. Except as specified in Disclosure Schedule (3.6), each Credit Party has timely and fully paid and will continue to operate pay in full its contributions to the Station Universal Service Fund (“USF”) and any applicable regulatory fees imposed by the FCC. Each Credit Party has timely filed and will continue to file all reports and other filings required by the FCC, including, but not limited to, Forms 499-A and 499-Q. Each Credit Party has obtained all necessary authority under Section 214 of the Communications Act to provide service as it is currently operatedconducted or hereafter proposed to be conducted. Seller has taken no action The Credit Parties shall promptly (and in any event within five (5) days after the discovery thereof) give written notice to the Lender of any proceedings instituted or threatened against any Credit Party by or in any or before any Governmental Authority (including, without limitation, the FCC and the FAA), which, to its knowledgeif adversely determined, could lead to revocation or non- renewal have a Material Adverse Effect. All of the Licensestowers owned by the Credit Parties are obstruction-marked and lighted to the extent required by, nor omitted and in accordance with, the rules and regulations of the FAA and appropriate notification to the FAA has been filed for each such tower where required by the rules and policies of the FCC. Such towers, including without limitation, the lighting system, shall be maintained in accordance with customary industry practice, and to the Credit Parties’ knowledge are in good operating condition and repair (subject to normal wear and tear). Each Credit Party agrees to take any action whichwhich the Agent may reasonably request in order to cause the Agent or any Lender to obtain and enjoy the full rights and benefits granted to the Agent or Lender by this Agreement and the other Loan Documents, by reason of its omissionincluding specifically, could lead to revocation at the cost and expense of the Licenses. All material reportsCredit Parties, forms the use of commercially reasonable efforts to assist in obtaining approval of the FCC or other Governmental Authority for any action or transaction contemplated by this Agreement or any Loan Document which is then required by law, and statements required specifically, without limitation, upon request following an Event of Default, to prepare, sign and file (or cause to be filed filed) with the Commission with respect FCC or such other Governmental Authority the assignor’s, transferor’s or controlling person’s portion of any application or applications for consent to (i) the Station since the grant assignment of any FCC License or transfer of control thereof, (ii) any sale or sales of property constituting any Collateral by or on behalf of the last renewal Lender or (iii) any assumption by the Lender or its designees of the Licenses have been filed and are complete and accurate. To the knowledge of Seller, there are no facts which, under the Communications Act of 1934, as amended, voting rights or the existing rules, regulations, requirements, policies and orders of the Commission, would disqualify Seller as assignor, and Buyer as assignee, management rights in connection property constituting any Collateral effected in accordance with the Assignment Applicationterms of this Agreement.

Government Authorizations. Section 1.1(a) of the Disclosure Schedule contains a true and complete list of all the Licenses, which Seller holds with regular, unconditional renewals thereof and which were granted for the full license terms and the Licenses are sufficient for the lawful conduct of the business and operation of the Station in the manner and to the full extent they are currently conducted. Seller is the authorized legal holder None of the Licenses, none of which Licenses is subject to any restriction or condition which would limit in any material respect the full operation of the Station as now operated. There are no applications, complaints or proceedings pending or, to the best of Seller's knowledge, threatened as of the date hereof before the Commission or any other governmental authority relating to the business or operations of the Station, other than applications, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications thereto. The Licenses are validly issued, are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller or its officers, directors or employees, and Seller has fulfilled and performed all of its obligations with respect thereto and has full power and authority to operate thereunder; and the operation of the Station is in accordance with the Licenses and the underlying construction permitsCommunications Act of 1934, as amended, and the rules, regulations, and policies of the Federal Communications Commission. No To the knowledge of Seller no proceedings are pending or, to the knowledge of Seller, or are threatened which may result in the revocation, modification, non-renewal or suspension of any of the Licenses, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission with respect to the Licenses or which may affect Buyer's ability to continue to operate the Station as it is currently operated. Seller has taken no action which, to its knowledge, could lead to revocation or non- non-renewal of the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of the Licenses. All material reports, forms and statements required to be filed with the Commission with respect to the Station since the grant of the last renewal of the Licenses have been filed and are complete and accurate. To the knowledge of Seller, there are no material facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies rules and orders regulations of the Commission, would disqualify Seller as assignor, and Buyer as assignee, in connection with the Assignment Application.

Government Authorizations. (a) Section 1.1(a) of the Disclosure Schedule contains a true and complete list of all the Licenses, which Licenses are sufficient for the lawful conduct of the business and operation of the Station in the manner and to the full extent they are currently conducted. Seller is the authorized legal holder of the Licenses, none of which is subject to any restriction or condition which would limit in any material respect the full operation of the Station as now operated. There are no applications, complaints or proceedings pending or, to the best of Seller's knowledge, threatened as of the date hereof before the Commission or any other governmental authority relating to the business or operations of the Station, other than applications, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications thereto. The Licenses are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller or its officers, directors or employees; and the operation of the Station is in accordance with the Licenses and the underlying construction permits. No proceedings are pending or, to the knowledge of Seller, are threatened which may result in the revocation, modification, non-renewal or suspension of any of the Licenses, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission with respect to the Licenses or which may affect Buyer's ability to continue to operate the Station as it is currently operated. Seller has taken no action which, to its knowledge, could lead to revocation or non- renewal of the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of the Licenses. All material reports, forms and statements required to be filed with the Commission with respect to the Station since the grant of the last renewal of the Licenses have been filed and are complete and accurate. To the knowledge of Seller, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies and orders of the Commission, would disqualify Seller as assignor, and Buyer as assignee, in connection with the Assignment Application.Station

Government Authorizations. Section 1.1(a) Schedule 6.6 of the Disclosure Schedule contains a true and complete list of all the LicensesStation Licenses and other material licenses, permits or other authorizations from governmental and regulatory authorities which Licenses are sufficient required for the lawful conduct of the business and operation operations of the Station in the manner and to the full extent they are currently presently conducted. Seller WWYZ is the authorized legal holder holders of the LicensesStation Licenses and other licenses, permits and authorizations listed in the Disclosure Schedule, none of which is subject to any restriction restrictions or condition which would limit in any material respect the full operation of the Station as now operatedoperated or requires the Companies or any transferee or assignee to perform any acts or make any filings not required of all licensees by the FCC. There Except as set forth in Schedule 6.6 of the Disclosure Schedule, there are no applications, complaints or proceedings pending or, to the best of Seller's the Sellers' knowledge, threatened as of the date hereof before the Commission or any other governmental authority FCC relating to the business or operations of the Station, Station other than applications, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's businessindustry. Seller has The Sellers have delivered to the Buyer true and complete copies of the Station Licenses, including any and all additions, amendments and other modifications thereto. The Station Licenses listed in Schedule 6.6 of the Disclosure Schedule are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller the Sellers, the Companies or its officers, directors or employees; and the operation of the Station is in accordance with the Station Licenses and the underlying construction permits. No Except as set forth in Schedule 6.6 of the Disclosure Schedule, no proceedings are pending or, to the knowledge of Sellerthe Sellers, are threatened which may result in the revocation, modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission FCC with respect to the Station Licenses or which may affect the Buyer's ability to continue to operate the Station as it is currently operated. Seller has taken The Sellers have no action which, reason to its knowledge, could lead to revocation or non- renewal of believe that the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of the LicensesStation Licenses will not be renewed in their ordinary course. All material reports, forms and statements required to be filed by the Companies with the Commission FCC with respect to the Station since the grant of the last renewal of the Station Licenses have been filed and are substantially complete and accurate. To the best knowledge of Sellerthe Sellers, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies Rules and orders Regulations of the CommissionFCC, would disqualify Seller the Companies as assignor, and Buyer as assignee, in connection with a transferor of the Assignment ApplicationStation Licenses.