Common use of Governmental Licenses Clause in Contracts

Governmental Licenses. Schedule 3.4 includes a true and complete list of the FCC Licenses. Sellers have made available to Buyer true and complete copies of the main Licenses (including any amendments and other modifications thereto). The Licenses have been validly issued, and each Seller is the authorized legal holder of the Licenses and those FCC Licenses listed on Schedule 3.4. The Licenses and the FCC Licenses listed on Schedule 3.4 comprise all of the material licenses, permits, and other authorizations required from any governmental or regulatory authority for the lawful conduct in all material respects of the business and operations of the Stations in the manner and to the full extent they are now conducted, and, except as otherwise disclosed on Schedule 3.4, none of the Licenses is subject to any unusual or special restriction or condition that could reasonably be expected to limit materially the full operation of the Stations as now operated. The FCC Licenses are in full force and effect, are valid for the balance of the current license term applicable generally to radio stations licensed to the same communities as the Stations, are unimpaired by any acts or omissions of any Seller or any of its Affiliates, or the employees, agents, officers, directors, or shareholder of any Seller or any of its Affiliates, and are free and clear of any restrictions which might limit the full operation of the Stations in the manner and to the full extent as they are now operated (other than restrictions under the terms of the licenses themselves or applicable to the radio broadcast industry generally). Except as listed on Schedule 3.4 hereto, there are no applications, proceedings or complaints pending or, to the knowledge of any Seller, threatened which may have an adverse effect on the business or operation of the Stations (other than rulemaking proceedings that apply to the radio broadcasting industry generally). Except as disclosed on Schedule 3.4 hereto, no Seller is aware of any reason why any of the FCC Licenses might not be renewed in the ordinary course for a full term without material qualifications or of any reason why any of the FCC Licenses might be revoked. The Stations are in compliance with the Commission's policy on exposure to radio frequency radiation. No renewal of any FCC License would constitute a major environmental action under the rules of the Commission. To the knowledge of Sellers, there are no facts relating to Sellers which, under the Communications Act of 1934, as amended, or the existing rules of the Commission, would (a) disqualify any Seller from assigning any of its FCC Licenses to Buyer, (b) cause the filing of any objection to the assignment of the FCC Licenses to Buyer, (c) lead to a delay in the processing by the FCC of the applications of the FCC Licenses to Buyer, (d) lead to a delay in the termination of the waiting period required by ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇, or (e) disqualify any Seller from consummating the transactions contemplated herein within the times contemplated herein. An appropriate public inspection file for each Station is maintained at the Station's studio in accordance with Commission rules. Access to the Stations' transmission facilities are restricted in accordance with the policies of the Commission.

Governmental Licenses. Schedule 3.4 includes a true (a) License Sub holds all FCC Authorizations and complete list of the FCC Licenses. Sellers have made available to Buyer true and complete copies of the main Licenses (including any amendments and other modifications thereto). The Licenses have been validly issued, and each Seller is the authorized legal holder of the Licenses and ACC Tennessee holds those FCC Licenses listed on Schedule 3.4. The Licenses and the FCC Licenses listed on Schedule 3.4 comprise all of the material licenses, permits, certificates of public convenience and necessity of any other authorizations governmental body having jurisdiction over the Seller Business or any Purchased Assets, which are required from any governmental or regulatory authority for in connection with the lawful conduct in all material respects of the business ownership and operations of the Stations in the manner and to the full extent they are now conducted, and, except as otherwise disclosed on Schedule 3.4, none of the Licenses is subject to any unusual or special restriction or condition that could reasonably be expected to limit materially the full operation of the Stations Purchased Assets and the Seller Business as now operatedit is presently being conducted (collectively referred to as the "AUTHORIZATIONS") except for such licenses, consents, permits, approvals and authorizations for which the failure to so hold would not be material. The All FCC Licenses Authorizations are in full force and effect, are valid for the balance of the current license term applicable generally to radio stations licensed to the same communities as the Stations, are unimpaired by any acts or omissions of any . Each Seller or any of its Affiliates, or the employees, agents, officers, directors, or shareholder of any Seller or any of its Affiliates, and are free and clear of any restrictions which might limit the full operation of the Stations Party has complied in the manner and to the full extent as they are now operated (other than restrictions under all material respects with the terms of the licenses themselves or applicable FCC Authorizations. True and correct copies of the FCC Authorizations, and all amendments thereto to the radio broadcast industry generally). Except as listed on Schedule 3.4 heretodate hereof, that are Purchased Assets have been delivered or made available by Sellers to Purchaser. (b) To Sellers' knowledge, there are no existing applications, proceedings petitions to deny or complaints pending or, to the knowledge of any Seller, threatened which may have an adverse effect on the business or operation of the Stations proceedings (other than rulemaking proceedings that apply affecting the wireless industry generally) pending before the FCC or any state public utility commission ("STATE PUC") having jurisdiction over the Seller Business or any Purchased Assets relating to the radio broadcasting industry generally)FCC or State PUC Authorizations or the Seller Business. Except as disclosed on Schedule 3.4 hereto, no No Seller is aware Party has received any notice of any reason why claim of material Default with respect to any of the FCC Licenses might not be renewed in the ordinary course for a full term without material qualifications or of any reason why any and State PUC Authorizations. None of the FCC Licenses might Authorizations will be, or could be revoked. The Stations are reasonably expected to be, adversely affected by consummation of any action of Sellers taken in compliance connection with the Commission's policy on exposure to radio frequency radiationtransactions contemplated hereby or by any other Transaction Document. No renewal of any FCC License would constitute a major environmental action under Sub is the rules of the Commission. To the knowledge of Sellers, there are no facts relating to Sellers which, under the Communications Act of 1934, as amended, or the existing rules of the Commission, would (a) disqualify any Seller from assigning any of its FCC Licenses to Buyer, (b) cause the filing of any objection to the assignment sole holder of the FCC Licenses to Buyer, Authorizations and ACC Tennessee is the sole holder of all non-FCC Authorizations. (c) lead to The map provided by Sellers and attached hereto as SCHEDULE 7.07(c) is a delay in the processing by the FCC true and accurate depiction of the applications current Cellular Geographic Service Area and boundaries for the Cellular System in all material respects, as such term is defined in Section 22.911 of the FCC Licenses to BuyerFCC's rules, (d) lead to a delay in the termination of the waiting period required by ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇, or (e) disqualify any Seller from consummating the transactions contemplated herein within the times contemplated herein. An appropriate public inspection file for each Station is maintained at the Station's studio in accordance with Commission rules. Access to the Stations' transmission facilities are restricted in accordance with the policies of the Commission47 C.F.R. Section 22.911.

Governmental Licenses. (a) Schedule 3.4 includes identifies all FCC Licenses used in the operation of the Stations (collectively, "Material Licenses") and the date on which each expires. Except as described on Schedule 3.4, each Material License is in full force and effect, and Seller is the authorized legal holder thereof. Except as set forth in Schedule 3.4, the conduct of the business and operations of each Station is in accordance in all material respects with the terms and conditions of the Material Licenses for such Station and the Communications Act and the rules, regulations and policies of the FCC. Schedule 3.4 also sets forth a true and complete list of all applications filed with respect to any Station that are pending at the FCC Licenses. Sellers have made available to Buyer (other than applications for auxiliary broadcast authorizations), true and complete copies of the main Licenses (including any amendments and other modifications thereto). The Licenses which have been validly issueddelivered by Seller to Buyer. All material reports and filings required to be filed with the FCC by Seller with respect to each Station have been timely filed in all material respects. All such reports and filings are accurate and complete in all material respects. Seller has received no notice or communication, formal or informal, indicating that the FCC is considering revoking, suspending, canceling, rescinding or terminating any Material License. Seller's operation of the Stations complies in all material respects with the requirements set forth in the "Radio Frequency Protection Guides" recommended in "American National Standard Safety Levels with Respect to Human Exposure to Radio Frequency Elec▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇" (▇▇▇▇ ▇▇▇.1-1982), issued by the American National Standards Institute, and each Seller is the authorized legal holder renewal of the Licenses and those FCC Licenses listed on Schedule 3.4would not constitute a "major action" within the meaning of Section 1.1301, et seq. of the FCC's rules. (b) The Licenses and the FCC Licenses listed on Schedule 3.4 comprise constitute all of the material licenses, permits, licenses and other authorizations required from any governmental under the Communications Act or regulatory authority the current rules, regulations and policies of the FCC for the lawful conduct in all material respects of the business and operations operation of the Stations in the manner and to the full extent they each Station for which such FCC Licenses are now conducted, andissued as currently operated, except as otherwise disclosed on set forth in Schedule 3.4, none of the Licenses is subject to any unusual or special restriction or condition that could reasonably be expected to limit materially the full operation of the Stations as now operated. The FCC Licenses are in full force and effect, are valid for the balance of the current license term applicable generally to radio stations licensed to the same communities as the Stations, are unimpaired by any acts or omissions of any Seller or any of its Affiliates, or the employees, agents, officers, directors, or shareholder of any Seller or any of its Affiliates, and are free and clear of any restrictions which might limit the full operation of the Stations in the manner and to the full extent as they are now operated (other than restrictions under the terms of the licenses themselves or applicable to the radio broadcast industry generally). Except as listed on set forth in Schedule 3.4 hereto3.13, there are and except for investigations or other proceedings affecting the broadcasting industry generally, Seller has no applications, proceedings or complaints pending or, to the knowledge of any pending or threatened investigation by or before the FCC, or any order to show cause, notice of violation, notice of apparent liability, notice of forfeiture or material complaint by, before or with the FCC with respect to any Station. Seller knows of no fact relating to Seller, threatened which may have an adverse effect on the business 's ownership or operation of the Stations (other than rulemaking proceedings that apply would, under existing law and the existing rules, regulations, policies and procedures of the FCC, cause the FCC to the radio broadcasting industry generally). Except as disclosed on Schedule 3.4 hereto, no Seller is aware of any reason why fail to approve in a timely fashion any of the applications for the FCC Licenses might not be renewed Consents. As of the date hereof, Seller knows of no fact relating to ARS's ownership or operation of the Group IV Stations that would, under existing law and the existing rules, regulations, policies and procedures of the FCC, cause the FCC to fail to approve in the ordinary course for a full term without material qualifications or of any reason why timely fashion any of the FCC Licenses might be revoked. The Stations are in compliance with applications for the Commission's policy on exposure to radio frequency radiation. No renewal of any FCC License would constitute a major environmental action under the rules consent of the Commission. To the knowledge of Sellers, there are no facts relating to Sellers which, under the Communications Act of 1934, as amended, or the existing rules of the Commission, would (a) disqualify any Seller from assigning any of its FCC Licenses to Buyer, (b) cause the filing of any objection to the assignment of the FCC Licenses to Buyer, (c) lead to a delay included in the processing Group IV Assets by ARS to PCWPB as contemplated by the FCC of the applications of the FCC Licenses to Buyer, (d) lead to a delay in the termination of the waiting period required by ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇, or (e) disqualify any Seller from consummating the transactions contemplated herein within the times contemplated herein. An appropriate public inspection file for each Station is maintained at the Station's studio in accordance with Commission rules. Access to the Stations' transmission facilities are restricted in accordance with the policies of the CommissionARS Asset Purchase Agreement.

Governmental Licenses. Schedule 3.4 includes a true and complete list of Seller holds all necessary licenses including without limitation the FCC Licenses. Sellers have made available to Buyer true and complete copies of the main Licenses (including any amendments and other modifications thereto). The Licenses have been validly issuedAuthorization, and each Seller is the authorized legal holder of the Licenses and those FCC Licenses listed on Schedule 3.4. The Licenses and the FCC Licenses listed on Schedule 3.4 comprise all of the material licensesconsents, permits, approvals and other authorizations of public or governmental bodies including, without limitation, the FCC and the state, counties and municipalities served by the Business, which are required from any governmental or regulatory authority in connection with the ownership of the Assets and which are required for the lawful conduct provision of cellular services within, and the operation of, the Cellular System in connection with applicable FCC regulations (collectively referred to as the "Authorizations"). All Authorizations are in full force and effect. Seller has complied in all material respects with the terms of the business and operations Authorizations. Except for matters affecting the cellular industry generally, there are no pending modifications, amendments or revocations of the Stations in Authorizations which would materially and adversely affect the manner ownership of the Assets or the operation of the Business. All fees of Seller due and payable to governmental authorities pursuant to the full extent they are now conducted, and, except as otherwise disclosed on Schedule 3.4, none Authorizations have been paid and subject to the outcome of the Licenses is subject Algreg Proceeding, no event has occurred which, with or without the giving of notice or lapse of time or both, would constitute grounds for revocation or modification of the Authorizations. All reports required of Seller to be filed in connection with the Authorizations have been timely filed and are accurate and complete in all material respects. Seller has not engaged in any unusual or special restriction or condition course of conduct that could reasonably be expected to limit materially impair the full operation ability of Seller to be the holder of the Stations as now operated. The FCC Licenses are in full force Authorizations and effect, are valid for the balance of the current license term applicable generally to radio stations licensed to the same communities as the Stations, are unimpaired by any acts or omissions of any Seller or any of its Affiliates, or the employees, agents, officers, directors, or shareholder of any Seller or any of its Affiliates, and are free and clear of any restrictions which might limit the full operation of the Stations in the manner and to the full extent as they are now operated (other than restrictions under the terms of the licenses themselves or applicable to the radio broadcast industry generally). Except as listed on Schedule 3.4 hereto, there are no applications, proceedings or complaints pending or, to the knowledge of any Seller, threatened which may have an adverse effect on the business or operation of the Stations (other than rulemaking proceedings that apply to the radio broadcasting industry generally). Except as disclosed on Schedule 3.4 hereto, no Seller is not aware of any reason why any of the FCC Licenses Authorizations might not be renewed in the ordinary course for a full term without material qualifications or of any reason course, why any of the FCC Licenses Authorizations might be revoked, or why any pending applications or notifications might not be approved. The Stations are in compliance with the Commission's policy on exposure to radio frequency radiation. No renewal of any FCC License would constitute a major environmental action under the rules True and correct copies of the CommissionAuthorizations, and all amendments thereto to the date hereof, have been delivered by Seller to Purchaser and are identified on SCHEDULE 7.07 attached hereto. To Seller's knowledge, the knowledge of Sellers, there are no facts relating to Sellers which, under the Communications Act of 1934, as amended, or the existing rules ownership of the Commission, would (a) disqualify Assets and the operation of the Business by Seller is not subject to regulation or supervision by any applicable state public utilities commission or other similar state governmental instrumentality. Neither Seller from assigning nor any of its FCC Licenses affiliates have filed for or obtained from the Arizona Corporation Commission or any other state public utilities commission any license, permit or other authority to Buyer, (b) cause conduct the filing of any objection to the assignment of the FCC Licenses to Buyer, (c) lead to a delay in the processing by the FCC of the applications of the FCC Licenses to Buyer, (d) lead to a delay in the termination of the waiting period required by ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇, or (e) disqualify any Seller from consummating the transactions contemplated herein within the times contemplated herein. An appropriate public inspection file for each Station is maintained at the Station's studio in accordance with Commission rules. Access to the Stations' transmission facilities are restricted in accordance with the policies of the CommissionBusiness.

Governmental Licenses. Schedule 3.4 includes a true Except as set forth on SCHEDULE 7.08, Seller holds all licenses, consents, permits, approvals and complete list authorizations of public and governmental bodies including, without limitation, the FCC Authorization and the state, counties and municipalities served by the Business, which are required in connection with the ownership of the FCC LicensesAssets (collectively referred to as the "Authorizations"). Sellers All Authorizations are in full force and effect. Seller has complied with the terms of the Authorizations which it holds and there are no pending modifications, amendments or revocations of the Authorizations which would adversely affect the ownership of the Assets or the operation of the Business. All fees due and payable from Seller to governmental authorities pursuant to the Authorizations have made available been paid. All reports required of Seller to Buyer true be filed in connection with the Authorizations have been timely filed and complete are accurate and complete. The Seller does not conduct any microwave operations on frequencies that are subject to relocation under the FCC's rules. True and correct copies of the main Licenses (including any Authorizations, and all amendments thereto to the date hereof, have been delivered by Seller to Purchaser and other modifications thereto)are identified on SCHEDULE 2.01(a) hereto. The Licenses have been validly issued, and each Seller is the authorized legal holder has not engaged in any course of the Licenses and those FCC Licenses listed on Schedule 3.4. The Licenses and the FCC Licenses listed on Schedule 3.4 comprise all of the material licenses, permits, and other authorizations required from any governmental or regulatory authority for the lawful conduct in all material respects of the business and operations of the Stations in the manner and to the full extent they are now conducted, and, except as otherwise disclosed on Schedule 3.4, none of the Licenses is subject to any unusual or special restriction or condition that could reasonably be expected to limit materially impair the full operation ability of Purchaser or its subsidiaries to be the holder of the Stations as now operated. The FCC Licenses are in full force and effect, are valid for the balance of the current license term applicable generally to radio stations licensed to the same communities as the Stations, are unimpaired by any acts Authorizations or omissions of any Seller or any of its Affiliates, or the employees, agents, officers, directors, or shareholder of any Seller or any of its Affiliates, and are free and clear of any restrictions which might limit the full operation of the Stations in the manner and to the full extent as they are now operated (other than restrictions under the terms of the licenses themselves or applicable to the radio broadcast industry generally). Except as listed on Schedule 3.4 hereto, there are no applications, proceedings or complaints pending or, to the knowledge of any Seller, threatened which may have an adverse effect on the business or operation of the Stations (other than rulemaking proceedings that apply to the radio broadcasting industry generally). Except as disclosed on Schedule 3.4 hereto, no Seller is aware of any reason why any of the FCC Licenses Authorizations might not be renewed in the ordinary course for a full term without material qualifications or of any reason course, why any of the FCC Licenses Authorizations might be revoked, or why any pending applications or notifications might not be approved. The Stations are in compliance with the Commission's policy on exposure to radio frequency radiation. No renewal of any FCC License would constitute a major environmental action under the rules ownership of the Commission. To Assets and the knowledge of Sellers, there are no facts relating to Sellers which, under the Communications Act of 1934, as amended, or the existing rules operation of the Commission, would (a) disqualify Business by Seller are not subject to regulation or supervision by any Seller from assigning any of its FCC Licenses to Buyer, (b) cause the filing of any objection to the assignment of the FCC Licenses to Buyer, (c) lead to a delay in the processing by the FCC of the applications of the FCC Licenses to Buyer, (d) lead to a delay in the termination of the waiting period required by ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇, applicable state public utilities commission or (e) disqualify any Seller from consummating the transactions contemplated herein within the times contemplated herein. An appropriate public inspection file for each Station is maintained at the Station's studio in accordance with Commission rules. Access to the Stations' transmission facilities are restricted in accordance with the policies of the Commissionother similar state governmental instrumentality.

Governmental Licenses. Schedule 3.4 includes a true and complete list of Seller holds all necessary licenses including without limitation the FCC Licenses. Sellers have made available to Buyer true and complete copies of the main Licenses (including any amendments and other modifications thereto). The Licenses have been validly issuedAuthorization, and each Seller is the authorized legal holder of the Licenses and those FCC Licenses listed on Schedule 3.4. The Licenses and the FCC Licenses listed on Schedule 3.4 comprise all of the material licensesconsents, permits, approvals and other authorizations of public or governmental bodies including, without limitation, the FCC and the state, counties and municipalities served by the Business, which are required from any governmental or regulatory authority in connection with the ownership of the Assets and which are required for the lawful conduct provision of cellular services in the RSA in connection with applicable FCC regulations (collectively referred to as the "Authorizations"). All Authorizations are in full force and effect. Seller and the Partnership have complied in all material respects with the terms of the business Authorizations and operations there are no pending modifications, amendments or revocations of the Stations in Authorizations which would materially and adversely affect the manner ownership of the Assets or the operation of the Business. All fees of Seller and the Partnership due and payable to governmental authorities pursuant to the full extent they are now conducted, and, except as otherwise disclosed on Schedule 3.4, none Authorizations have been paid and subject to the outcome of the Licenses is subject Risk Sharing Proceeding, no event has occurred which, with or without the giving of notice or lapse of time or both, would constitute grounds for revocation or modification of the Authorizations. All reports required of Seller and the Partnership to be filed in connection with the Authorizations have been timely filed and are accurate and complete in all material respects. Neither Seller nor the Partnership has engaged in any unusual or special restriction or condition course of conduct that could reasonably be expected to limit materially impair the full operation ability of Seller to be the holder of the Stations as now operated. The FCC Licenses are in full force Authorizations and effect, are valid for the balance of the current license term applicable generally to radio stations licensed to the same communities as the Stations, are unimpaired by any acts or omissions of any Seller or any of its Affiliates, or the employees, agents, officers, directors, or shareholder of any Seller or any of its Affiliates, and are free and clear of any restrictions which might limit the full operation of the Stations in the manner and to the full extent as they are now operated (other than restrictions under the terms of the licenses themselves or applicable to the radio broadcast industry generally). Except as listed on Schedule 3.4 hereto, there are no applications, proceedings or complaints pending or, to the knowledge of any Seller, threatened which may have an adverse effect on the business or operation of the Stations (other than rulemaking proceedings that apply to the radio broadcasting industry generally). Except as disclosed on Schedule 3.4 hereto, no Seller is not aware of any reason why any of the FCC Licenses Authorizations might not be renewed in the ordinary course for a full term without material qualifications or of any reason course, why any of the FCC Licenses Authorizations might be revoked, or why any pending applications or notifications might not be approved. True and correct copies of the Authorizations, and all amendments thereto to the date hereof, have been delivered by Seller to Purchaser and are identified on SCHEDULE 7.07 attached hereto. The Stations are in compliance with the Commission's policy on exposure to radio frequency radiation. No renewal of any FCC License would constitute a major environmental action under the rules ownership of the Commission. To Assets and the knowledge of Sellers, there are no facts relating to Sellers which, under the Communications Act of 1934, as amended, or the existing rules operation of the Commission, would (a) disqualify Business by Seller is not subject to regulation or supervision by any Seller from assigning any of its FCC Licenses to Buyer, (b) cause the filing of any objection to the assignment of the FCC Licenses to Buyer, (c) lead to a delay in the processing by the FCC of the applications of the FCC Licenses to Buyer, (d) lead to a delay in the termination of the waiting period required by ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇, applicable state public utilities commission or (e) disqualify any Seller from consummating the transactions contemplated herein within the times contemplated herein. An appropriate public inspection file for each Station is maintained at the Station's studio in accordance with Commission rules. Access to the Stations' transmission facilities are restricted in accordance with the policies of the Commissionother similar state governmental instrumentality.

Governmental Licenses. (a) Schedule 3.4 includes identifies all FCC Licenses used in the operation of the Businesses (collectively, "FCC Licenses") and the date on which each expires. Except as described on Schedule 3.4, each FCC License is in full force and effect, and Seller is the authorized legal holder thereof. Except as set forth in Schedule 3.4, the conduct of the business and operations of each earth station facility authorized by an FCC License (an "Earth Station") is in accordance with the terms and conditions of the FCC Licenses for such Earth Station and the Communications Act and the rules, regulations and policies of the FCC in all material respects. Schedule 3.4 also sets forth a true and complete list of all applications filed with respect to any Earth Station that are pending at the FCC Licenses. Sellers have made available to Buyer FCC, true and complete copies of the main Licenses (including any amendments and other modifications thereto). The Licenses which have been validly issueddelivered by Seller to Buyer. All material reports and filings required to be filed with the FCC by Seller with respect to each Earth Station have been timely filed in all material respects. All such reports and filings are accurate and complete in all material respects. Seller has received no notice or communication, and each Seller formal or informal, indicating that the FCC is the authorized legal holder considering revoking, suspending, canceling, rescinding or terminating any FCC License. Seller's operation of the Licenses and those FCC Licenses listed on Schedule 3.4. Earth Stations complies in all material respects with the requirements set forth in the "Radio Frequency Protection Guides" recommended in "America National Standard Safety Levels with Respect to Human Exposure to Radio Frequency Elec▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇" (▇▇▇▇ ▇▇▇.1-1982), issued by the American National Standards Institute. (b) The Licenses and the FCC Licenses listed on Schedule 3.4 comprise constitute all of the material licenses, permits, licenses and other authorizations required from any governmental under the Communications Act or regulatory authority the current rules, regulations and policies of the FCC for the lawful conduct in all material respects of the business and operations of the Stations in the manner and to the full extent they are now conducted, and, except as otherwise disclosed on Schedule 3.4, none of the Licenses is subject to any unusual or special restriction or condition that could reasonably be expected to limit materially the full operation of the Stations each Earth Station as now currently operated. The FCC Licenses are in full force and effect, are valid for the balance of the current license term applicable generally to radio stations licensed to the same communities as the Stations, are unimpaired by any acts or omissions of any Seller or any of its Affiliates, or the employees, agents, officers, directors, or shareholder of any Seller or any of its Affiliates, and are free and clear of any restrictions which might limit the full operation of the Stations in the manner and to the full extent as they are now operated (other than restrictions under the terms of the licenses themselves or applicable to the radio broadcast industry generally). Except as listed on set forth in Schedule 3.4 hereto3.13, there are and except for investigations or other proceedings affecting the broadcasting industry generally, Seller has no applications, proceedings or complaints pending or, to the knowledge of any pending or threatened investigation by or before the FCC, or any order to show cause, notice of violation, notice of apparent liability, notice of forfeiture or material complaint by, before or with the FCC with respect to any Earth Station. 16 11 Seller knows of no fact relating to Seller, threatened which may have an adverse effect on the business 's ownership or operation of the Earth Stations (other than rulemaking proceedings that apply would, under existing law and the existing rules, regulations, policies and procedures of the FCC, cause the FCC to the radio broadcasting industry generally). Except as disclosed on Schedule 3.4 hereto, no Seller is aware of any reason why fail to approve in a timely fashion any of the FCC Licenses might not be renewed in the ordinary course applications for a full term without material qualifications or of any reason why any of the FCC Licenses might be revoked. The Stations are in compliance with the Commission's policy on exposure to radio frequency radiation. No renewal of any FCC License would constitute a major environmental action under the rules of the Commission. To the knowledge of Sellers, there are no facts relating to Sellers which, under the Communications Act of 1934, as amended, or the existing rules of the Commission, would (a) disqualify any Seller from assigning any of its FCC Licenses to Buyer, (b) cause the filing of any objection to the assignment of the FCC Licenses to Buyer, (c) lead to a delay in the processing by the FCC of the applications of the FCC Licenses to Buyer, (d) lead to a delay in the termination of the waiting period required by ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇, or (e) disqualify any Seller from consummating the transactions contemplated herein within the times contemplated herein. An appropriate public inspection file for each Station is maintained at the Station's studio in accordance with Commission rules. Access to the Stations' transmission facilities are restricted in accordance with the policies of the CommissionConsents.

Governmental Licenses. Schedule 3.4 includes a true and complete list of the (a) Seller holds all FCC Licenses. Sellers have made available to Buyer true and complete copies of the main Licenses (including any amendments and other modifications thereto). The Licenses have been validly issued, and each Seller is the authorized legal holder of the Licenses Authorizations and those FCC Licenses listed on Schedule 3.4. The Licenses and the FCC Licenses listed on Schedule 3.4 comprise all of the material licenses, permits, certificates of public convenience and necessity of any other authorizations governmental body having jurisdiction over the Seller Business or any Purchased Assets, which are required from any governmental or regulatory authority for in connection with the lawful conduct in all material respects of the business ownership and operations of the Stations in the manner and to the full extent they are now conducted, and, except as otherwise disclosed on Schedule 3.4, none of the Licenses is subject to any unusual or special restriction or condition that could reasonably be expected to limit materially the full operation of the Stations Purchased Assets and the Seller Business as now operatedit is presently being conducted (collectively referred to as the "AUTHORIZATIONS") except for such licenses, consents, permits, approvals and authorizations for which the failure to so hold would not be material. The All FCC Licenses Authorizations are in full force and effect, are valid for the balance of the current license term applicable generally to radio stations licensed to the same communities as the Stations, are unimpaired by any acts or omissions of any . Seller or any of its Affiliates, or the employees, agents, officers, directors, or shareholder of any Seller or any of its Affiliates, and are free and clear of any restrictions which might limit the full operation of the Stations has complied in the manner and to the full extent as they are now operated (other than restrictions under all material respects with the terms of the licenses themselves or applicable FCC Authorizations. True and correct copies of the FCC Authorizations, and all amendments thereto to the radio broadcast industry generally). Except as listed on Schedule 3.4 heretodate hereof, that are Purchased Assets have been delivered or made available by Seller to Purchaser. (b) To Seller's knowledge, there are no existing applications, proceedings petitions to deny or complaints pending or, to the knowledge of any Seller, threatened which may have an adverse effect on the business or operation of the Stations proceedings (other than rulemaking proceedings that apply affecting the wireless industry generally) pending before the FCC or any state public utility commission ("STATE PUC") having jurisdiction over the Seller Business or any Purchased Assets relating to the radio broadcasting industry generally)FCC or State PUC Authorizations or the Seller Business. Except as disclosed on Schedule 3.4 hereto, no Seller is aware has not received any notice of any reason why claim of material Default with respect to any of the FCC Licenses might not be renewed in the ordinary course for a full term without material qualifications or of any reason why any and State PUC Authorizations. None of the FCC Licenses might Authorizations will be, or could be revoked. The Stations are reasonably expected to be, adversely affected by consummation of any action of Seller taken in compliance connection with the Commission's policy on exposure to radio frequency radiationtransactions contemplated hereby or by any other Transaction Document. No renewal of any FCC License would constitute a major environmental action under Seller is the rules sole holder of the Commission. To the knowledge of Sellers, there are no facts relating to Sellers which, under the Communications Act of 1934, as amended, or the existing rules of the Commission, would (a) disqualify any Seller from assigning any of its FCC Licenses to Buyer, (b) cause the filing of any objection to the assignment of the FCC Licenses to Buyer, Authorizations. (c) lead to a delay in the processing The maps provided by the FCC Seller and attached hereto as SCHEDULE 7.07(c) are true and accurate depictions of the applications current Cellular Geographic Service Areas and boundaries for each of the FCC Licenses to BuyerCellular Systems in all material respects, (d) lead to a delay as such term is defined in the termination Section 22.911 of the waiting period required by ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇FCC's rules, or (e) disqualify any Seller from consummating the transactions contemplated herein within the times contemplated herein. An appropriate public inspection file for each Station is maintained at the Station's studio in accordance with Commission rules. Access to the Stations' transmission facilities are restricted in accordance with the policies of the Commission47 C.F.R. Section 22.911.

Governmental Licenses. Schedule 3.4 3.4(a) includes a true and complete list of the FCC LicensesLicenses and all applications for modifications, extensions or renewals thereof and applications for any new licenses, permits, permissions or authorizations. Sellers have made available delivered to Buyer true and complete copies of the main Licenses (including any amendments and other modifications thereto)) and all applications for modifications, extensions or renewals thereof and applications for any new licenses, permits, permissions or authorizations. The FCC Licenses have been validly issuedissued pursuant to Final Orders, and each Seller is Sellers are the authorized legal holder of the Licenses and those holders thereof. The FCC Licenses listed on Schedule 3.4. The Licenses and the FCC Licenses listed on Schedule 3.4 comprise all of the material licenses, permits, and other authorizations required from any governmental or regulatory authority by the FCC for the lawful conduct in all material respects of the business and operations of the Stations in the manner and to the full extent they are now conducted, and, except as otherwise disclosed on Schedule 3.4, and none of the FCC Licenses is subject to any unusual or special restriction or condition that could reasonably be expected to would limit materially the full operation of the Stations any Station as now operated. The FCC Licenses are in full force and effect, . The FCC Licenses are valid for the balance of the current license term applicable generally to radio stations licensed to communities in the same communities as state where the Stations, Stations are unimpaired by any acts or omissions of any Seller or any of its Affiliates, or the employees, agents, officers, directors, or shareholder of any Seller or any of its Affiliateslocated, and are free and clear of any restrictions which might that do, or could reasonably be expected to, limit the full operation of the Stations in the manner and to the full extent as that they are now operated (other than restrictions under the terms of the licenses FCC Licenses themselves or generally applicable to under the radio broadcast industry generallyrules and regulations of the FCC). The conduct of the business and operations of each Station is in accordance with the Licenses in all material respects. Except as listed set forth on Schedule 3.4 hereto3.4(b), Sellers have not received any notice of any violations of the FCC Licenses, the Communications Act or the rules and regulations thereunder that remain pending and unresolved. Except as set forth on Schedule 3.4(b), there are is no applications, proceedings action by or complaints before the FCC currently pending or, to the knowledge of Sellers, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any Sellerof the FCC Licenses. Except as set forth on Schedule 3.4(b), there are no applications, proceedings, or complaints pending at the FCC or, to the knowledge of Sellers, threatened which may have an adverse effect on the business Assets or the operation of the Stations (other than rulemaking proceedings that apply to the radio broadcasting industry generally). Except as disclosed set forth on Schedule 3.4 hereto3.4(b), Sellers have no Seller is aware of any reason why to believe that any of the FCC Licenses might would not be renewed in the ordinary course for a full term without material qualifications or of any reason why any of with no materially adverse conditions by the FCC Licenses might be revokedor other granting authority in the ordinary course. The To the knowledge of Sellers, the Stations are in compliance with the Commission's FCC’s policy on human exposure to radio frequency radiation. No To the knowledge of Sellers, no renewal of any FCC License would constitute a major environmental action under the rules and regulations of the CommissionFCC in existence as of the date of this Agreement. To the knowledge of Sellers, there are no facts relating pertaining to Sellers the Stations, Sellers, or any persons or entities affiliated therewith which, under the Communications Act of 1934, as amended, or the existing rules and regulations of the CommissionFCC, would (ai) disqualify any Seller Sellers from assigning any of its FCC Licenses to Buyer, (b) cause the filing of any objection to the assignment of the FCC Licenses to Buyer, (c) lead to a delay in the processing by the FCC of the applications of the FCC Licenses to Buyer, (d) lead to a delay in the termination of the waiting period required by ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇, Buyer or (e) disqualify any Seller from consummating the transactions contemplated herein within herein, or (ii) materially delay obtaining of the times approvals required for the transactions contemplated herein. An Sellers maintain an appropriate public inspection file for at the studios of each Station is maintained at the Station's studio in accordance with Commission rules. Access to the Stations' transmission facilities are restricted FCC rules and regulations in accordance with the policies of the Commissionall material respects.

Governmental Licenses. Schedule 3.4 includes a true and complete list of the FCC Licenses. Sellers have made available to Buyer true and complete copies of the main Licenses (including any amendments and other modifications thereto). The Licenses have been validly issued, and each Seller is the authorized legal holder of the Licenses and those FCC Licenses listed on Schedule 3.4. The Licenses and the FCC Licenses listed on Schedule 3.4 comprise all of the material licenses, permits, and other authorizations required from any governmental or regulatory authority for the lawful conduct in all material respects of the business and operations of the Stations in the manner and to the full extent they are now conducted, and, except as otherwise disclosed on Schedule 3.4, none of the Licenses is subject to any unusual or special restriction or condition that could reasonably be expected to limit materially the full operation of the Stations as now operated. The FCC Licenses are in full force and effect, are valid for the balance of the current license term applicable generally to radio stations licensed to the same communities as the Stations, are unimpaired by any acts or omissions of any Seller or any of its Affiliates, or the employees, agents, officers, directors, or shareholder of any Seller or any of its Affiliates, and are free and clear of any restrictions which might limit the full operation of the Stations in the manner and to the full extent as they are now operated (other than restrictions under the terms of the licenses themselves or applicable to the radio broadcast industry generally). Except as listed on Schedule 3.4 hereto, there are no applications, proceedings or complaints pending or, to the knowledge of any Seller, threatened which may have an adverse effect on the business or operation of the Stations (other than rulemaking proceedings that apply to the radio broadcasting industry generally). Except as disclosed on Schedule 3.4 hereto, no Seller is aware of any reason why any of the FCC Licenses might not be renewed in the ordinary course for a full term without material qualifications or of any reason why any of the FCC Licenses might be revoked. The Stations are in compliance with the Commission's policy on exposure to radio frequency radiation. No renewal of any FCC License would constitute a major environmental action under the rules of the Commission. To the knowledge of Sellers, there are no facts relating to Sellers which, under the Communications Act of 1934, as amended, or the existing rules of the Commission, would (a) disqualify any Seller from assigning any of its FCC Licenses to Buyer, (b) cause the filing of any objection to the assignment of the FCC Licenses to Buyer, (c) lead to a delay in the processing by the FCC of the applications of the FCC Licenses to Buyer, (d) lead to a delay in the termination of the waiting period required by ▇▇▇▇-Hart-▇▇▇▇▇-▇▇▇▇▇▇, or ▇▇ (e) disqualify any Seller from consummating the transactions contemplated herein within the times contemplated herein. An appropriate public inspection file for each Station is maintained at the Station's studio in accordance with Commission rules. Access to the Stations' transmission facilities are restricted in accordance with the policies of the Commission.

Governmental Licenses. Schedule 3.4 3.19 includes a true and complete list of all of the FCC LicensesLicenses issued by the FCC. Sellers have made available Seller will deliver to Buyer true and complete copies of the main Licenses (including any amendments and other modifications thereto)) issued by the FCC within ten (10) business days after the date of execution of this Agreement. The Except for the FCC License for the operation of WWVR-FM, West Terre Haute, Indiana (the "WWVR License") for which the assignment application is currently pending, all FCC Licenses have been validly issued, and each Seller is the authorized legal holder of thereof. Except for the Licenses and those FCC Licenses listed on Schedule 3.4. The Licenses and WWVR License, the FCC Licenses listed on Schedule 3.4 3.19 comprise all of the material licenses, permits, and other authorizations required from any governmental or regulatory authority the FCC for the lawful conduct in all material respects of the business and operations of the Stations in the manner and to the full extent they are now conducted, and, except as otherwise disclosed on Schedule 3.4for any auxiliary broadcast authorization the failure to obtain which could not reasonably be expected to have a Material Adverse Effect. Except for the WWVR License, none of the FCC Licenses is subject to any unusual or special restriction or condition that could reasonably be expected to would limit materially in any material respect the full operation of the Stations as now operated. The Except for the WWVR License, the FCC Licenses are in full force and effect, are valid for and the balance conduct of the current license term applicable generally to radio stations licensed to the same communities as the Stations, are unimpaired by any acts or omissions of any Seller or any of its Affiliates, or the employees, agents, officers, directors, or shareholder of any Seller or any of its Affiliates, business and are free and clear of any restrictions which might limit the full operation operations of the Stations is in the manner compliance therewith and to the full extent as they are now operated (other than restrictions under the terms no event has occurred or condition or state of the licenses themselves or applicable to the radio broadcast industry generally). Except as listed on Schedule 3.4 hereto, there are no applications, proceedings or complaints pending facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such FCC Licenses, except for such events, conditions or state of facts that could not reasonably be expected to the knowledge of any Seller, threatened which may have an adverse effect on the business or operation of the Stations (other than rulemaking proceedings a Material Adverse Effect. Seller has no reason to believe that apply to the radio broadcasting industry generally). Except as disclosed on Schedule 3.4 hereto, no Seller is aware of any reason why any of the FCC Licenses might would not be renewed in by the ordinary course for a full term without material qualifications FCC and no written notice of cancellation, of default or of any reason why dispute concerning any FCC License, or of any event, condition or state of facts as described in the preceding sentence, has been received by Seller. Notwithstanding any provision in this Agreement to the contrary, Seller makes no representation, warranty or covenant whatsoever regarding any DTV allocation that Seller has received or may receive in the future for the television Stations or the outcome of the FCC Licenses might rulemaking identified as In the Matter of Advanced Television Systems, MM Docket No. 87-268 and any related or subsequent FCC or court proceeding (the "ATV Rulemaking"), except that Seller has not knowingly taken any action which could reasonably be revoked. The Stations are in compliance with expected to materially adversely affect or jeopardize the Commission's policy on exposure to radio frequency radiation. No renewal of any FCC License would constitute a major environmental action under the rules of the Commission. To the knowledge of Sellers, there are no facts relating to Sellers which, under the Communications Act of 1934, as amended, or the existing rules of the Commission, would (a) disqualify any Seller from assigning any of its FCC Licenses to Buyer, (b) cause the filing of any objection to the assignment of the FCC Licenses to Buyer, (c) lead to a delay in the processing by the FCC of the applications of the FCC Licenses to Buyer, (d) lead to a delay in the termination of the waiting period required by ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇, or (e) disqualify any Seller from consummating the transactions contemplated herein within the times contemplated herein. An appropriate public inspection file for each Station is maintained at the Station's studio in accordance with Commission rules. Access to the television Stations' transmission facilities are restricted in accordance with the policies of the Commissionrespective DTV allocation.

Governmental Licenses. Schedule 3.4 includes a true Except as set forth on SCHEDULE 7.08, Seller holds all licenses, consents, permits, approvals and complete list authorizations of public and governmental bodies including, without limitation, the FCC Authorization and the state, counties and municipalities served by the Business, which are required in connection with the ownership of the Assets and which are required for the provision of cellular services in the RSA in connection with applicable FCC Licensesregulations (collectively referred to as the "Authorizations"). Sellers All Authorizations are in full force and effect. Seller has complied with the terms of the Authorizations which it holds and there are no pending modifications, amendments or revocations of the Authorizations which would adversely affect the ownership of the Assets or the operation of the Business. All fees due and payable from Seller to governmental authorities pursuant to the Authorizations have made available been paid and no event has occurred which, with or without the giving of notice or lapse of time or both, would constitute grounds for revocation or modification of the Authorizations. All reports required of Seller to Buyer true be filed in connection with the Authorizations have been timely filed and complete are accurate and complete. The Seller does not conduct any microwave operations on frequencies that are subject to relocation under the FCC's rules. True and correct copies of the main Licenses (including any Authorizations, and all amendments thereto to the date hereof, have been delivered by Seller to Purchaser and other modifications thereto)are identified on SCHEDULE 2.01(a) hereto. The Licenses have been validly issued, and each Seller is the authorized legal holder has not engaged in any course of the Licenses and those FCC Licenses listed on Schedule 3.4. The Licenses and the FCC Licenses listed on Schedule 3.4 comprise all of the material licenses, permits, and other authorizations required from any governmental or regulatory authority for the lawful conduct in all material respects of the business and operations of the Stations in the manner and to the full extent they are now conducted, and, except as otherwise disclosed on Schedule 3.4, none of the Licenses is subject to any unusual or special restriction or condition that could reasonably be expected to limit materially impair the full operation ability of Purchaser or its subsidiaries to be the holder of the Stations as now operated. The FCC Licenses are in full force and effect, are valid for the balance of the current license term applicable generally to radio stations licensed to the same communities as the Stations, are unimpaired by any acts Authorizations or omissions of any Seller or any of its Affiliates, or the employees, agents, officers, directors, or shareholder of any Seller or any of its Affiliates, and are free and clear of any restrictions which might limit the full operation of the Stations in the manner and to the full extent as they are now operated (other than restrictions under the terms of the licenses themselves or applicable to the radio broadcast industry generally). Except as listed on Schedule 3.4 hereto, there are no applications, proceedings or complaints pending or, to the knowledge of any Seller, threatened which may have an adverse effect on the business or operation of the Stations (other than rulemaking proceedings that apply to the radio broadcasting industry generally). Except as disclosed on Schedule 3.4 hereto, no Seller i) is aware of any reason why any of the FCC Licenses Authorizations might not be renewed in the ordinary course for a full term without material qualifications or of any reason course, (ii) why any of the FCC Licenses Authorizations might be revoked. The Stations are in compliance with the Commission's policy on exposure to radio frequency radiation. No renewal of any FCC License would constitute a major environmental action under the rules of the Commission. To the knowledge of Sellers, there are no facts relating to Sellers which, under the Communications Act of 1934, as amended, or the existing rules of the Commission, would (a) disqualify any Seller from assigning any of its FCC Licenses to Buyer, (b) cause the filing of any objection to the assignment of the FCC Licenses to Buyer, (c) lead to a delay in the processing by the FCC of the applications of the FCC Licenses to Buyer, (d) lead to a delay in the termination of the waiting period required by ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇, or (eiii) disqualify why any Seller from consummating the transactions contemplated herein within the times contemplated hereinpending applications or notifications might not be approved. An appropriate public inspection file for each Station is maintained at the Station's studio in accordance with Commission rules. Access to the Stations' transmission facilities are restricted in accordance with the policies The ownership of the CommissionAssets and the operation of the Business by Seller are not subject to regulation or supervision by any applicable state public utilities commission or other similar state governmental instrumentality.

Governmental Licenses. Schedule 3.4 includes a true Except as set forth on SCHEDULE 7.08, Seller holds all licenses, consents, permits, approvals and complete list authorizations of public and governmental bodies including, without limitation, those issued by the FCC and the state, counties and municipalities served by the Business, which are required in connection with the ownership of the FCC LicensesAssets or the operation of the Business (collectively referred to as the "Authorizations"). Sellers All Authorizations are in full force and effect. Seller has complied with the terms of the Authorizations which it holds and there are no pending modifications, amendments or revocations of the Authorizations which would adversely affect the ownership of the Assets or the operation of the Business. Except as set forth on SCHEDULE 7.08, all fees due and payable from Seller to governmental authorities pursuant to the Authorizations have made available been paid. Except as set forth on SCHEDULE 7.08, all reports required of Seller to Buyer true be filed in connection with the Authorizations have been timely filed and complete are accurate and complete. Except as set forth on SCHEDULE 7.08, the Seller does not conduct any microwave operations on frequencies that are subject to relocation under the FCC's rules. True and correct copies of the main Licenses (including any Authorizations, and all amendments thereto to the date hereof, have been delivered by Seller to Purchaser and other modifications thereto)are identified on SCHEDULE 2.01(a) hereto. The Licenses have been validly issued, and each Seller is the authorized legal holder has neither engaged in any course of the Licenses and those FCC Licenses listed on Schedule 3.4. The Licenses and the FCC Licenses listed on Schedule 3.4 comprise all of the material licenses, permits, and other authorizations required from any governmental or regulatory authority for the lawful conduct in all material respects of the business and operations of the Stations in the manner and to the full extent they are now conducted, and, except as otherwise disclosed on Schedule 3.4, none of the Licenses is subject to any unusual or special restriction or condition that could reasonably be expected to limit materially impair the full operation ability of Purchaser or its subsidiaries to be the holder of the Stations as now operated. The FCC Licenses are in full force and effect, are valid for the balance of the current license term applicable generally to radio stations licensed to the same communities as the Stations, are unimpaired by any acts or omissions of any Seller or any of its Affiliates, or the employees, agents, officers, directors, or shareholder of any Seller or any of its Affiliates, and are free and clear of any restrictions which might limit the full operation of the Stations in the manner and to the full extent as they are now operated (other than restrictions under the terms of the licenses themselves or applicable to the radio broadcast industry generally). Except as listed on Schedule 3.4 hereto, there are no applications, proceedings or complaints pending or, to the knowledge of any Seller, threatened which may have an adverse effect on the business or operation of the Stations (other than rulemaking proceedings that apply to the radio broadcasting industry generally). Except as disclosed on Schedule 3.4 hereto, no Seller Authorizations nor is aware of any reason why any of the FCC Licenses Authorizations might not be renewed in the ordinary course for a full term without material qualifications or of any reason course, why any of the FCC Licenses Authorizations might be revoked, or why any pending applications or notifications might not be approved. The Stations are in compliance with the Commission's policy on exposure to radio frequency radiation. No renewal of any FCC License would constitute a major environmental action under the rules ownership of the Commission. To Assets and the knowledge of Sellers, there are no facts relating to Sellers which, under the Communications Act of 1934, as amended, or the existing rules operation of the Commission, would (a) disqualify any Business by Seller from assigning any of its FCC Licenses are not currently subject to Buyer, (b) cause the filing of any objection to the assignment of the FCC Licenses to Buyer, (c) lead to a delay in the processing regulation or supervision by the FCC of the applications of the FCC Licenses to Buyer, (d) lead to a delay in the termination of the waiting period required by ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇, Michigan Public Service Commission or (e) disqualify any Seller from consummating the transactions contemplated herein within the times contemplated herein. An appropriate public inspection file for each Station is maintained at the Station's studio in accordance with Commission rules. Access to the Stations' transmission facilities are restricted in accordance with the policies of the Commissionother similar state governmental instrumentality.

Governmental Licenses. (a) Schedule 3.4 includes a true and complete list of 5.07(a) lists all FCC Authorizations used by the FCC Licenses. Sellers have made available to Buyer true and complete copies of Partnership in the main Licenses (including any amendments and other modifications thereto)Business. The Licenses have been validly issued, and each Seller is the authorized legal holder of the Licenses Partnership holds all FCC Authorizations and those FCC Licenses listed on Schedule 3.4. The Licenses and the FCC Licenses listed on Schedule 3.4 comprise all of the material licenses, permits, certificates of public convenience and necessity of any other authorizations governmental body having jurisdiction over the Business, which are required from any governmental or regulatory authority for in connection with the lawful conduct in all material respects of the business ownership and operations of the Stations in the manner and to the full extent they are now conducted, and, except as otherwise disclosed on Schedule 3.4, none of the Licenses is subject to any unusual or special restriction or condition that could reasonably be expected to limit materially the full operation of the Stations Business as now operatedit is presently being conducted (collectively referred to as the "Authorizations") except for such licenses, consents, permits, approvals and authorizations for which the failure to so hold would not be material. The All FCC Licenses Authorizations are in full force and effect, are valid for . Seller and the balance of the current license term applicable generally to radio stations licensed to the same communities as the Stations, are unimpaired by any acts or omissions of any Seller or any of its Affiliates, or the employees, agents, officers, directors, or shareholder of any Seller or any of its Affiliates, and are free and clear of any restrictions which might limit the full operation of the Stations Partnership have complied in the manner and to the full extent as they are now operated (other than restrictions under all material respects with the terms of the licenses themselves or applicable FCC Authorizations. True and correct copies of the FCC Authorizations, and all amendments thereto to the radio broadcast industry generally). Except as listed on Schedule 3.4 heretodate hereof, have been delivered or made available by Seller to Purchaser. (b) To Seller's knowledge, there are no existing applications, proceedings petitions to deny or complaints pending or, to the knowledge of any Seller, threatened which may have an adverse effect on the business or operation of the Stations proceedings (other than rulemaking proceedings that apply affecting the wireless industry generally) pending before the FCC or any state public utility commission ("State PUC") having jurisdiction over the Business or the Partnership relating to the radio broadcasting industry generally)FCC or State PUC Authorizations or the Business. Except as disclosed on Schedule 3.4 hereto, no Neither Seller is aware nor to Seller's knowledge the Partnership has received notice of any reason why claim of material Default with respect to any of the FCC Licenses might not be renewed in the ordinary course for a full term without material qualifications or of any reason why any and State PUC Authorizations. None of the FCC Licenses might Authorizations will be, or could be revokedreasonably expected to be, adversely affected by consummation of any action of Seller taken in connection with the transactions contemplated hereby or by any other Transaction Document. The Stations are in compliance with Partnership is the Commission's policy on exposure to radio frequency radiation. No renewal of any FCC License would constitute a major environmental action under the rules sole holder of the Commission. To the knowledge of Sellers, there are no facts relating to Sellers which, under the Communications Act of 1934, as amended, or the existing rules of the Commission, would (a) disqualify any Seller from assigning any of its FCC Licenses to Buyer, (b) cause the filing of any objection to the assignment of the FCC Licenses to Buyer, Authorizations. (c) lead to The map attached hereto as Schedule 5.07(c) is a delay in the processing by the FCC true and accurate depiction of the applications current Cellular Geographic Service Area and boundaries for the Cellular System in all material respects, as such term is defined in Section 22.911 of the FCC Licenses to BuyerFCC's rules, (d) lead to a delay in the termination of the waiting period required by ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇, or (e) disqualify any Seller from consummating the transactions contemplated herein within the times contemplated herein. An appropriate public inspection file for each Station is maintained at the Station's studio in accordance with Commission rules. Access to the Stations' transmission facilities are restricted in accordance with the policies of the Commission47 C.F.R. Section 22.911.

Governmental Licenses. Schedule 3.4 includes a true and complete list of Seller holds all necessary licenses including without limitation the FCC Licenses. Sellers have made available to Buyer true and complete copies of the main Licenses (including any amendments and other modifications thereto). The Licenses have been validly issuedAuthorization, and each Seller is the authorized legal holder of the Licenses and those FCC Licenses listed on Schedule 3.4. The Licenses and the FCC Licenses listed on Schedule 3.4 comprise all of the material licensesconsents, permits, approvals and other authorizations of public or governmental bodies including, without limitation, the FCC and the state, counties and municipalities served by the Business, which are required from any governmental or regulatory authority in connection with the ownership of the Assets and which are required for the lawful conduct provision of cellular services in all material respects the RSA in connection with applicable FCC regulations (collectively referred to as the "Authorizations"). All Authorizations are in full force and effect. Seller has complied with the terms of the business Authorizations and operations there are no pending modifications, amendments or revocations of the Stations in Authorizations which would adversely affect the manner ownership of the Assets or the operation of the Business. All fees of Seller due and payable to governmental authorities pursuant to the full extent they are now conductedAuthorizations have been paid and no event has occurred which, andwith or without the giving of notice or lapse of time or both, except as otherwise disclosed on Schedule 3.4, none would constitute grounds for revocation or modification of the Licenses is subject Authorizations. All reports required of Seller to be filed in connection with the Authorizations have been timely filed and are accurate and complete. Seller has not engaged in any unusual or special restriction or condition course of conduct that could reasonably be expected to limit materially impair the full operation ability of Seller to be the holder of the Stations as now operated. The FCC Licenses are in full force and effect, are valid for the balance of the current license term applicable generally to radio stations licensed to the same communities as the Stations, are unimpaired by any acts Authorizations or omissions of any Seller or any of its Affiliates, or the employees, agents, officers, directors, or shareholder of any Seller or any of its Affiliates, and are free and clear of any restrictions which might limit the full operation of the Stations in the manner and to the full extent as they are now operated (other than restrictions under the terms of the licenses themselves or applicable to the radio broadcast industry generally). Except as listed on Schedule 3.4 hereto, there are no applications, proceedings or complaints pending or, to the knowledge of any Seller, threatened which may have an adverse effect on the business or operation of the Stations (other than rulemaking proceedings that apply to the radio broadcasting industry generally). Except as disclosed on Schedule 3.4 hereto, no Seller is aware of any reason why any of the FCC Licenses Authorizations might not be renewed in the ordinary course for a full term without material qualifications or of any reason course, why any of the FCC Licenses Authorizations might be revoked, or why any pending applications or notifications might not be approved. True and correct copies of the Authorizations, and all amendments thereto to the date hereof, have been delivered by Seller to Purchaser and are identified on SCHEDULE 7.07 attached hereto. The Stations are in compliance with the Commission's policy on exposure to radio frequency radiation. No renewal of any FCC License would constitute a major environmental action under the rules ownership of the Commission. To Assets and the knowledge of Sellers, there are no facts relating to Sellers which, under the Communications Act of 1934, as amended, or the existing rules operation of the Commission, would Business by Seller is not subject to regulation or supervision by any applicable state public utilities commission or other similar state governmental instrumentality (a) disqualify any Seller from assigning any of its FCC Licenses to Buyer, (b) cause the filing of any objection to the assignment of the FCC Licenses to Buyer, (c) lead to a delay in the processing by the FCC of the applications of the FCC Licenses to Buyer, (d) lead to a delay in the termination of the waiting period required by ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇, or (e) disqualify any Seller from consummating the transactions contemplated herein within the times contemplated herein. An appropriate public inspection file for each Station is maintained at the Station's studio in accordance with Commission rules. Access to the Stations' transmission facilities are restricted in accordance with the policies of the Commission"PUC").

Governmental Licenses. (a) Schedule 3.4 includes identifies all FCC Licenses used in the operation of the Businesses (collectively, "FCC Licenses") and the date on which each expires. Except as described on Schedule 3.4, each FCC License is in full force and effect, and Seller is the authorized legal holder thereof. Except as set forth in Schedule 3.4, the conduct of the business and operations of each earth station facility authorized by an FCC License (an "Earth Station") is in accordance with the terms and conditions of the FCC Licenses for such Earth Station and the Communications Act and the rules, regulations and policies of the FCC in all material respects. Schedule 3.4 also sets forth a true and complete list of all applications filed with respect to any Earth Station that are pending at the FCC Licenses. Sellers have made available to Buyer FCC, true and complete copies of the main Licenses (including any amendments and other modifications thereto). The Licenses which have been validly issueddelivered by Seller to Buyer. All material reports and filings required to be filed with the FCC by Seller with respect to each Earth Station have been timely filed in all material respects. All such reports and filings are accurate and complete in all material respects. Seller has received no notice or communication, and each Seller formal or informal, indicating that the FCC is the authorized legal holder considering revoking, suspending, canceling, rescinding or terminating any FCC License. Seller's operation of the Licenses and those FCC Licenses listed on Schedule 3.4. Earth Stations complies in all material respects with the requirements set forth in the "Radio Frequency Protection Guides" recommended in "America National Standard Safety Levels with Respect to Human Exposure to Radio Frequency Elec▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇" (▇▇▇▇ ▇▇▇.1-1982), issued by the American National Standards Institute. (b) The Licenses and the FCC Licenses listed on Schedule 3.4 comprise constitute all of the material licenses, permits, licenses and other authorizations required from any governmental under the Communications Act or regulatory authority the current rules, regulations and policies of the FCC for the lawful conduct in all material respects of the business and operations of the Stations in the manner and to the full extent they are now conducted, and, except as otherwise disclosed on Schedule 3.4, none of the Licenses is subject to any unusual or special restriction or condition that could reasonably be expected to limit materially the full operation of the Stations each Earth Station as now currently operated. The FCC Licenses are in full force and effect, are valid for the balance of the current license term applicable generally to radio stations licensed to the same communities as the Stations, are unimpaired by any acts or omissions of any Seller or any of its Affiliates, or the employees, agents, officers, directors, or shareholder of any Seller or any of its Affiliates, and are free and clear of any restrictions which might limit the full operation of the Stations in the manner and to the full extent as they are now operated (other than restrictions under the terms of the licenses themselves or applicable to the radio broadcast industry generally). Except as listed on set forth in Schedule 3.4 hereto3.13, there are and except for investigations or other proceedings affecting the broadcasting industry generally, Seller has no applications, proceedings or complaints pending or, to the knowledge of any pending or threatened investigation by or before the FCC, or any order to show cause, notice of violation, notice of apparent liability, notice of forfeiture or material complaint by, before or with the FCC with respect to any Earth Station. Seller knows of no fact relating to Seller, threatened which may have an adverse effect on the business 's ownership or operation of the Earth Stations (other than rulemaking proceedings that apply would, under existing law and the existing rules, regulations, policies and procedures of the FCC, cause the FCC to the radio broadcasting industry generally). Except as disclosed on Schedule 3.4 hereto, no Seller is aware of any reason why fail to approve in a timely fashion any of the FCC Licenses might not be renewed in the ordinary course applications for a full term without material qualifications or of any reason why any of the FCC Licenses might be revoked. The Stations are in compliance with the Commission's policy on exposure to radio frequency radiation. No renewal of any FCC License would constitute a major environmental action under the rules of the Commission. To the knowledge of Sellers, there are no facts relating to Sellers which, under the Communications Act of 1934, as amended, or the existing rules of the Commission, would (a) disqualify any Seller from assigning any of its FCC Licenses to Buyer, (b) cause the filing of any objection to the assignment of the FCC Licenses to Buyer, (c) lead to a delay in the processing by the FCC of the applications of the FCC Licenses to Buyer, (d) lead to a delay in the termination of the waiting period required by ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇, or (e) disqualify any Seller from consummating the transactions contemplated herein within the times contemplated herein. An appropriate public inspection file for each Station is maintained at the Station's studio in accordance with Commission rules. Access to the Stations' transmission facilities are restricted in accordance with the policies of the CommissionConsents.

Governmental Licenses. Schedule 3.4 includes a true and complete list of the FCC Licenses. Sellers have made available to Buyer true and complete copies of the main Licenses (including any amendments and other modifications thereto). The Licenses have been validly issued, and each Seller is the authorized legal holder of the Licenses and those FCC Licenses listed on Schedule 3.4. The Licenses and the FCC Licenses listed on Schedule 3.4 comprise all 15 17 of the material licenses, permits, and other authorizations required from any governmental or regulatory authority for the lawful conduct in all material respects of the business and operations of the Stations in the manner and to the full extent they are now conducted, and, except as otherwise disclosed on Schedule 3.4, none of the Licenses is subject to any unusual or special restriction or condition that could reasonably be expected to limit materially the full operation of the Stations as now operated. The FCC Licenses are in full force and effect, are valid for the balance of the current license term applicable generally to radio stations licensed to the same communities as the Stations, are unimpaired by any acts or omissions of any Seller or any of its Affiliates, or the employees, agents, officers, directors, or shareholder of any Seller or any of its Affiliates, and are free and clear of any restrictions which might limit the full operation of the Stations in the manner and to the full extent as they are now operated (other than restrictions under the terms of the licenses themselves or applicable to the radio broadcast industry generally). Except as listed on Schedule 3.4 hereto, there are no applications, proceedings or complaints pending or, to the knowledge of any Seller, threatened which may have an adverse effect on the business or operation of the Stations (other than rulemaking proceedings that apply to the radio broadcasting industry generally). Except as disclosed on Schedule 3.4 hereto, no Seller is aware of any reason why any of the FCC Licenses might not be renewed in the ordinary course for a full term without material qualifications or of any reason why any of the FCC Licenses might be revoked. The Stations are in compliance with the Commission's policy on exposure to radio frequency radiation. No renewal of any FCC License would constitute a major environmental action under the rules of the Commission. To the knowledge of Sellers, there are no facts relating to Sellers which, under the Communications Act of 1934, as amended, or the existing rules of the Commission, would (a) disqualify any Seller from assigning any of its FCC Licenses to Buyer, (b) cause the filing of any objection to the assignment of the FCC Licenses to Buyer, (c) lead to a delay in the processing by the FCC of the applications of the FCC Licenses to Buyer, (d) lead to a delay in the termination of the waiting period required by ▇▇▇▇-Hart-▇▇▇▇▇-▇▇▇▇▇▇, or ▇▇ (e) disqualify any Seller from consummating the transactions contemplated herein within the times contemplated herein. An appropriate public inspection file for each Station is maintained at the Station's studio in accordance with Commission rules. Access to the Stations' transmission facilities are restricted in accordance with the policies of the Commission.

Governmental Licenses. Schedule 3.4 includes a true and complete list of the FCC Licenses. Sellers have made available to Buyer true and complete copies of the main Licenses (including any amendments and other modifications thereto). The Licenses have been validly issued, and each a) Seller is the authorized legal holder of the Licenses and holds those FCC Licenses listed on Schedule 3.4. The Licenses and the FCC Licenses listed on Schedule 3.4 comprise all of the material licenses, permits, and certificates of any Governmental Authority including, without limitation, the federal, state, provincial, and municipalities having jurisdiction over the Business or any Purchased Assets, which are required in connection with the ownership and operation by the Seller of the Purchased Assets and the Business as it is presently being conducted by Seller (all such licenses, permits, and certificates, collectively referred to as the "Seller Authorizations"). MIDC holds those licenses, permits, and certificates of any Governmental Authority including, without limitation, the federal, state, provincial, and municipalities having jurisdiction over MIDC or the Business, which are required in connection with the ownership and operation by MIDC of the Business as it is presently being conducted by MIDC (all such licenses, permits, and certificates, collectively referred to as the "MIDC Authorizations"). (b) No person other authorizations required from than the Seller has any governmental right, title or regulatory authority for interest (legal or beneficial) in or to, or any right or license to use, any of the lawful conduct Seller Authorizations. True and correct copies of the Seller Authorizations and all amendments thereto to the date hereof, have been delivered by Seller to Buyer and are identified on Schedule 7.07. No person other than MIDC has any right, title or interest (legal or beneficial) in or to, or any right or license to use, any of the MIDC Authorizations. True and correct copies of the MIDC Authorizations and all amendments thereto to the date hereof, have been delivered by Seller to Buyer and are also identified on Schedule 7.07. (c) There are no existing applications, complaints or proceedings pending before any other Governmental Authority having jurisdiction over the Business or any Purchased Assets or any of MIDC’s assets relating to the Seller, the Business or MIDC. Seller has not received any notice of any claim of Default with respect to any of the Seller Authorizations and neither Seller nor MIDC has received any notice of any claim of Default with respect to any of the MIDC Authorizations. None of the Seller Authorizations or MIDC Authorizations will be, or could be reasonably expected to be, adversely affected by consummation of any action of Seller taken in connection with the transactions contemplated hereby or by any other Transaction Document. The Seller has not entered into any obligation, agreement, arrangement or understanding to sell, transfer, deliver, convey, assign or otherwise dispose of any Seller Authorization or MIDC Authorization that would affect Buyer’s ownership or use of any Authorization after Closing. (d) Except as set forth on Schedule 7.07, neither of the Seller, MIDC, nor any of their Affiliates are operating in conflict with, or in Default of, and each has complied, and is in compliance in all material respects with, the terms and conditions of each of the business Seller Authorizations and operations of the Stations in the manner MIDC Authorizations, and there has not been any Default thereunder that remains uncured. Except as set forth on Schedule 7.07, there is not pending or, to the full extent they are now conductedKnowledge of Seller or MIDC, andthreatened against either Seller or MIDC, except as otherwise disclosed on Schedule 3.4, none of the Licenses is subject to any unusual nor does Seller or special restriction or condition that could reasonably be expected to limit materially the full operation of the Stations as now operated. The FCC Licenses are in full force and effect, are valid for the balance of the current license term applicable generally to radio stations licensed to the same communities as the Stations, are unimpaired by any acts or omissions MIDC have Knowledge of any basis for, any application, action, complaint, claim, investigation, suit, notice of violation, petition, objection or other pleading, or any proceeding against either Seller or MIDC, with any Governmental Authority, which questions or contests the validity of, or seeks the revocation, cancellation, forfeiture, non-renewal or suspension of, any Seller Authorization or MIDC Authorization, or which seeks the imposition of its Affiliatesany modification or amendment with respect thereto, or the employeespayment of a fine, agentssanction, officerspenalty, directors, damages or shareholder contribution in connection with the use of any Authorization by either Seller or any of its Affiliates, and are free and clear of any restrictions which might limit the full operation of the Stations in the manner and to the full extent as they are now operated MIDC. (other than restrictions under the terms of the licenses themselves or applicable to the radio broadcast industry generally). e) Except as listed on Schedule 3.4 hereto7.07, there are no applicationsall documents required to be filed by Seller and MIDC with any Governmental Authority have been timely filed or the time period for such filing has not lapsed, proceedings except where such failure to timely file would not reasonably be expected to result in the revocation, cancellation, forfeiture, non-renewal or complaints pending or, to the knowledge suspension of any Seller, threatened which may have an adverse effect on Authorization or the business imposition of any monetary forfeiture exceeding US$25,000.00. All of such filings are complete and correct in all material respects. No Seller Authorization or operation of the Stations (MIDC Authorization is subject to any conditions other than rulemaking proceedings that apply to the radio broadcasting industry generally). Except as disclosed those appearing on Schedule 3.4 hereto, no Seller is aware of any reason why any of the FCC Licenses might not be renewed in the ordinary course for a full term without material qualifications or of any reason why any of the FCC Licenses might be revoked. The Stations are in compliance with the Commission's policy on exposure to radio frequency radiation. No renewal of any FCC License would constitute a major environmental action under the rules of the Commission. To the knowledge of Sellers, there are no facts relating to Sellers which, under the Communications Act of 1934, as amended, or the existing rules of the Commission, would (a) disqualify any Seller from assigning any of its FCC Licenses to Buyer, (b) cause the filing of any objection to the assignment of the FCC Licenses to Buyer, (c) lead to a delay in the processing by the FCC of the applications of the FCC Licenses to Buyer, (d) lead to a delay in the termination of the waiting period required by ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇, or (e) disqualify any Seller from consummating the transactions contemplated herein within the times contemplated herein. An appropriate public inspection file for each Station is maintained at the Station's studio in accordance with Commission rules. Access to the Stations' transmission facilities are restricted in accordance with the policies of the Commissionface.

Governmental Licenses. Schedule 3.4 includes a true and complete list 5.5 lists for each Station all of the FCC LicensesLicenses of such Station. Sellers have made available The Company has delivered to Buyer the Parent true and complete copies of the main Licenses issued with respect to WTMI (the "WTMI Licenses") (including any amendments and other modifications thereto). The WTMI Licenses have been validly issued, and each Seller the Company is the authorized legal holder of the Licenses and those FCC thereof. The WTMI Licenses listed on Schedule 3.4. The Licenses and the FCC Licenses listed on Schedule 3.4 5.5 comprise all of the material licenses, permits, and other authorizations required from any governmental or regulatory authority for the lawful conduct in all material respects of the business and operations of the Stations WTMI in the manner and to the full extent they are now conducted, and, except as otherwise disclosed on Schedule 3.4, and none of the WTMI Licenses is subject to any unusual or special restriction or condition that could reasonably be expected to would limit materially in any material respect the full operation of the Stations WTMI as now operated. The FCC WTMI Licenses are in full force and effect, are valid for and the balance conduct of the current license term applicable generally business and operations of WTMI is in accordance therewith. The Company has no reason to radio stations licensed believe that any of the WTMI Licenses would not be renewed by the FCC or other granting authority in the ordinary course. The Company is the holder of the Licenses set forth on Schedule 5.5 with respect to WCCC and WBOQ and has the right to assign such Licenses to the same communities WCCC/WBOQ Buyer as contemplated by this Agreement. 5.6 Title to and Condition of Real Property. Schedule 5.6 lists all the StationsReal Property for each Station and the Company's interests therein. The Real Property listed on Schedule 5.6 with respect to WTMI (the "WTMI Real Property") comprises all real property interests necessary to conduct the business and operations of WTMI as now conducted. The Company has good and marketable fee simple title, are unimpaired by any acts or omissions of any Seller or any of its Affiliatesinsurable at standard rates, or to all fee estates (including the employeesimprovements thereon) included in the WTMI Real Property, agents, officers, directors, or shareholder of any Seller or any of its Affiliates, and are free and clear of all Encumbrances of any restrictions which might limit nature whatsoever, and without reservation or exclusion of any mineral, timber, or other rights or interests, except for Permitted Encumbrances. The Company is the lessee under the WTMI tower lease described on Schedule 5.6. The WTMI tower lease is in full operation of force and effect in accordance with its terms. There is not under the Stations in WTMI tower lease, any default by the manner and Company or to the full extent as they are now operated (Company's knowledge, by any other than restrictions under the terms party thereto or any event that, after notice or lapse of the licenses themselves time or applicable to the radio broadcast industry generally). Except as listed on Schedule 3.4 heretoboth, there are no applications, proceedings or complaints pending or, to the knowledge of any Seller, threatened which may have an adverse effect on the business or operation of the Stations (other than rulemaking proceedings that apply to the radio broadcasting industry generally). Except as disclosed on Schedule 3.4 hereto, no Seller is aware of any reason why any of the FCC Licenses might not be renewed in the ordinary course for a full term without material qualifications or of any reason why any of the FCC Licenses might be revoked. The Stations are in compliance with the Commission's policy on exposure to radio frequency radiation. No renewal of any FCC License would could constitute a major environmental action under the rules of the Commissiondefault. To the knowledge Company's knowledge, all towers, guy anchors, and buildings and other improvements used or useful in connection with the operations of SellersWTMI are located entirely on the WTMI Real Property listed in Schedule 5.6. The Company has delivered to the Parent true and complete copies of all deeds and leases pertaining to the WTMI Real Property. All WTMI Real Property (i) is in operating condition consistent with its present use, there are no facts relating to Sellers which, under (ii) is available for immediate use in the Communications Act of 1934, as amended, or the existing rules conduct of the Commissionbusiness and operations of WTMI, would and (aiii) disqualify any Seller from assigning any of its FCC Licenses to Buyerthe Company's knowledge, (b) cause complies in all material respects with all applicable building or zoning codes and the filing regulations of any objection governmental authority having jurisdiction. To the Company's knowledge, the Company has full legal and practical access to the assignment of WTMI Real Property. The Parent and the FCC Licenses to Buyer, (c) lead to a delay Merger Sub acknowledge that the studio lease for WTMI will expire in the processing by the FCC of the applications of the FCC Licenses to Buyer, (d) lead to a delay in the termination of the waiting period required by ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇, or (e) disqualify any Seller from consummating the transactions contemplated herein within the times contemplated herein. An appropriate public inspection file for each Station is maintained at the Station's studio in accordance with Commission rules. Access to the Stations' transmission facilities are restricted in accordance with the policies of the CommissionSeptember 2000.

Governmental Licenses. Schedule 3.4 includes a true and complete list of (a) Except as set forth on SCHEDULE 4.09(a), the FCC Licenses. Sellers have made available to Buyer true and complete copies of the main Licenses (including any amendments and other modifications thereto). The Licenses have been validly issuedCompany holds all necessary licenses, and each Seller is the authorized legal holder of the Licenses and those FCC Licenses listed on Schedule 3.4. The Licenses and the FCC Licenses listed on Schedule 3.4 comprise all of the material licensesconsents, permits, approvals and other authorizations of public and governmental bodies which are required from any governmental or regulatory authority for in connection with the lawful conduct in all material respects of the business ownership and operations of the Stations in the manner and to the full extent they are now conducted, and, except as otherwise disclosed on Schedule 3.4, none of the Licenses is subject to any unusual or special restriction or condition that could reasonably be expected to limit materially the full operation of the Stations Company's business (collectively referred to as now operatedthe "Company Authorizations"). The FCC Licenses All Company Authorizations are in full force and effect, are valid for the balance of the current license term applicable generally to radio stations licensed to the same communities as the Stations, are unimpaired by any acts or omissions of any Seller or any of its Affiliates, or the employees, agents, officers, directors, or shareholder of any Seller or any of its Affiliates, and are free and clear of any restrictions which might limit the full operation of the Stations in the manner and to the full extent as they are now operated (other than restrictions under . The Company has complied with the terms of the licenses themselves or applicable to the radio broadcast industry generally). Except as listed on Schedule 3.4 hereto, Company Authorizations which it holds and there are no applicationspending modifications, proceedings amendments or complaints pending or, revocations of the Company Authorizations which would adversely affect the ownership or the operation of its business. All fees due and payable from the Company to governmental authorities pursuant to the knowledge Company Authorizations have been paid. All reports required of any Sellerthe Company to be filed in connection with the Company Authorizations have been timely filed and are accurate and complete. True and correct copies of the Company Authorizations, threatened and all amendments thereto to the date hereof, have been delivered by Sellers to Purchaser and are identified on SCHEDULE 4.09(a) hereto. (b) Except as set forth on SCHEDULE 4.09(b), the Partnership holds all necessary licenses, consents, permits, approvals and authorizations of public and governmental bodies including, without limitation, the FCC Authorizations, authorizations from the California Public Utilities Commission (the "CPUC") and other state, counties and municipalities served by the Business, which may have an adverse effect on are required in connection with the business or ownership and operation of the Stations Business (other than rulemaking proceedings that apply collectively referred to as the radio broadcasting industry generally"Authorizations"). Except as disclosed on Schedule 3.4 hereto, no Seller is aware of any reason why any All Authorizations are in full force and effect. The Partnership has complied with the terms of the FCC Licenses might not be renewed in the ordinary course for a full term without material qualifications or of any reason why any of the FCC Licenses might be revoked. The Stations are in compliance with the Commission's policy on exposure to radio frequency radiation. No renewal of any FCC License would constitute a major environmental action under the rules of the Commission. To the knowledge of Sellers, Authorizations which it holds and there are no facts relating to Sellers whichpending modifications, under amendments or revocations of the Communications Act of 1934, as amended, Authorizations which would adversely affect the ownership or the existing rules operation of the Commission, would (a) disqualify any Seller Business. All fees due and payable from assigning any of its FCC Licenses the Partnership to Buyer, (b) cause the filing of any objection governmental authorities pursuant to the assignment Authorizations have been paid. All reports required of the FCC Licenses Partnership to Buyerbe filed in connection with the Authorizations have been timely filed and are accurate and complete. True and correct copies of the Authorizations, (cand all amendments thereto to the date hereof, have been delivered by Sellers to Purchaser and are identified on SCHEDULE 4.09(b) lead to a delay in hereto. The ownership and the processing operation of the Business by the FCC of Partnership are not subject to regulation or supervision by any applicable state public utilities commission or other similar state governmental instrumentality other than the applications of the FCC Licenses to Buyer, (d) lead to a delay in the termination of the waiting period required by ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇, or (e) disqualify any Seller from consummating the transactions contemplated herein within the times contemplated herein. An appropriate public inspection file for each Station is maintained at the Station's studio in accordance with Commission rules. Access to the Stations' transmission facilities are restricted in accordance with the policies of the CommissionCPUC.