Common use of Compliance with Applicable Laws; FCC Matters Clause in Contracts

Compliance with Applicable Laws; FCC Matters. (i) Except as -------------------------------------------- permitted or contemplated hereby, the operations of the Stations have been and now are being conducted in substantial compliance with each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations or their respective properties or assets. No investigation or review by any Governmental Entity with respect to Seller or the Stations is pending or, to the Seller's knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the Stations, the Stations comply in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration applicable to the towers used by the Stations (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiation). In addition, Seller has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the operations of the Stations and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All such filings complied in all material respects with applicable laws when made and no material deficiencies have been asserted with respect to any such filings. All the material required by 47 C.F.R. (S) 73.3526 to be kept in the public inspection files of the Stations is in such files. Except as disclosed on Schedule 6.1.5, Seller has no knowledge of any fact or circumstance relating to Seller or the Stations arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (a) disqualify Seller from assigning the Station Licenses to the Buyer or (b) prevent or delay the consummation by them of the transactions contemplated by this Agreement. (ii) Schedule 1.1.1 lists (a) all licenses, permits and other authorizations (including all STL licenses and construction permits) issued by the FCC relating to the Stations as of the date of this Agreement and (b) all licenses, permits, or authorizations issued by any other Governmental Entities which are material to the operations of the Stations as of the date of this Agreement. Such licenses, permits and authorizations, and all applications for modification, extension or renewal thereof or for new licenses, permits, permissions or authorizations that would be material to the operations of the Stations, are collectively referred to herein as the Station Licenses (as further defined in Section 1.1.1), each of which is in full force and effect. The Stations have been operated in all material respects in accordance with the terms of the Station Licenses. Except for proceedings affecting the radio broadcast industry generally, there are no proceedings pending or, to the Seller's knowledge, threatened with respect to ownership or operation of the Stations which reasonably may be expected to result in the revocation, material adverse modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending applications for Station Licenses, the issuance of any cease and desist order, or the imposition of any administrative actions by the FCC or any other Governmental Entity with respect to the Station Licenses, or which reasonably may be expected to adversely affect the Stations' ability to operate as currently operated or the Buyer's ability to obtain assignment of the Station Licenses. With the exception of operations pursuant to any existing STAs set out in Section 1.1.1 hereto, and with the further exception of such temporary reduced power operations as are necessary for routine maintenance, the Stations operate in conformity with the Station Licenses and within the operating power tolerances specified in 47 C.F.R. (S) 73.1560(b). No other broadcast station or radio communications facility is causing interference to the Stations' transmissions beyond that which is allowed by FCC rules and regulations.

Compliance with Applicable Laws; FCC Matters. (ia) Except as -------------------------------------------- permitted or contemplated herebyin this Agreement, the operations Station Business, including the operation of the Stations have been and now are Station is being conducted in substantial material compliance with all licenses, permits and other authorizations issued to the Company by the FCC with respect to the Station (the “Station Licenses”) and with each law, ordinance, regulation, judgment, decree, injunction, rule or order of (“Laws”) applicable to the FCC Company or any other Governmental Entity binding on Seller, the Stations or their respective properties or assetsStation Business. No investigation or review by any Governmental Entity with respect to Seller the Company or the Stations Station is pending or, to Seller’s or the Seller's Company’s knowledge, is threatened. When used throughout this Agreement, the term “knowledge” when applied to the Company shall mean the actual knowledge of Racine, and the Company shall be deemed to have “knowledge” of the contents of any written communication actually received by the Company at the Station’s studio in Seattle or office in Honolulu. Without limiting the generality of the foregoing and with respect to the StationsStation and the Station Business, the Stations operations of the Station comply in all material respects with the Communications Act of 1934, as amended (the "“Communications Act"”), and all rules, regulations and written policies of the FCC thereunderthereunder (collectively, all obligations with respect to equal opportunity under applicable lawthe Communications Act, and all rules and regulations of the FCC and “Communications Laws”). (b) Except as disclosed in Schedule 5.4(b) attached hereto, the Federal Aviation Administration applicable to the towers used by the Stations (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiation). In addition, Seller Company has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the business or operations of the Stations Station and the ownership thereof, including, without limitation, including applications for renewal of authority required to be filed by applicable law to be filedLaw. All such filings complied in Attached hereto as Schedule 5.4(b) is a true and complete list all material respects with applicable laws when made and no material deficiencies have been asserted with respect to any such filings. All the material required by 47 C.F.R. (S) 73.3526 to be kept in the public inspection files of the Stations is in such files. Except as disclosed on Schedule 6.1.5Station Licenses, Seller has no knowledge of any fact or circumstance relating to Seller or the Stations arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (a) disqualify Seller from assigning the Station Licenses to the Buyer or (b) prevent or delay the consummation by them of the transactions contemplated by this Agreement. (ii) Schedule 1.1.1 lists (a) all licenses, permits and other authorizations (including all STL licenses includes a true and construction permits) issued by the FCC relating to the Stations complete list as of the date of this Agreement of all main station, translator, microwave, low power television and transmitting earth station licenses (bif any) and the date on which each expires. The FCC Licenses listed on Schedule 5.4(b) constitute all licenses, permitsof the licenses and authorizations required under the Communications Laws for, or authorizations issued by any other Governmental Entities which are material to the operations of the Stations as of the date of this Agreement. Such licensesused in, permits and authorizations, and all applications for modification, extension or renewal thereof or for new licenses, permits, permissions or authorizations that would be material to the operations of the Stations, are collectively referred to herein as the Station Licenses (Business as further defined in Section 1.1.1), each of which currently conducted. Each Station License is in full force and effect, and the Company is the sole and authorized legal holder thereof. The Stations have been operated Station is operating in all material respects in accordance with the terms of the Station Licenses. . (c) Except for proceedings affecting the radio broadcast industry generallyas disclosed in Schedule 5.4(c), there are is no proceedings action by or before the FCC pending or, to the Seller's knowledgeknowledge of Seller or the Company, threatened with respect to ownership revoke, suspend, cancel, rescind or operation of the Stations which reasonably may be expected to result in the revocation, material adverse modification, non-renewal or suspension of terminate any of the Station LicensesFCC Licenses (except for those affecting the broadcast industry generally), and there is not now issued or outstanding or pending or overtly threatened, by or before the denial FCC, any order to show cause, notice of any pending applications for Station Licensesviolation, the issuance notice of any cease and desist apparent liability, notice of forfeiture or materially adverse order, or material complaint, investigation or other proceeding (except for those affecting the broadcast industry generally) against the Seller, the Company, the Station or the Station Licenses. Neither Seller nor the Company is aware of any reason why the Station Licenses will not be renewed by the FCC, on the timely filing of a renewal application and payment of the applicable fee, in the ordinary course without the imposition of any administrative actions by fine or other sanction. (d) Except as set forth on Schedule 5.4(d), the FCC or any other Governmental Entity Company has timely made must-carry elections on behalf of the Station with respect to each cable and satellite multichannel video program distributor (“MVPD”) serving the DMA in which the Station Licensesis located, or which reasonably may be expected to adversely affect the Stations' ability to operate as and its signal is currently operated or the Buyer's ability to obtain assignment of the Station Licenses. With the exception of operations carried by each such MVPD pursuant to any existing STAs set out in Section 1.1.1 hereto, and with the further exception of such temporary reduced power operations as are necessary for routine maintenance, the Stations operate in conformity with the Station Licenses and within the operating power tolerances specified in 47 C.F.R. (S) 73.1560(b). No other broadcast station or radio communications facility is causing interference to the Stations' transmissions beyond that which is allowed by FCC rules and regulationselection.

Compliance with Applicable Laws; FCC Matters. (i) Except To Seller's -------------------------------------------- knowledge and except as -------------------------------------------- set forth in Schedule 6.1.5 hereto or as permitted or contemplated hereby, the operations of the Stations have been and now are being conducted in substantial compliance with each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations or their respective properties or assets. No investigation or review by any Governmental Entity with respect to Seller or the Stations is pending or, to the Seller's knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the Stations, to Seller's knowledge, the Stations comply in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration applicable to the towers used by the Stations (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiation)FCC. In addition, Seller has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the operations of the Stations and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All To Seller's knowledge, all such filings complied in all material respects with applicable laws when made and no material deficiencies have been asserted with respect to any such filings. All To Seller's knowledge, all the material required by 47 C.F.R. (S) 73.3526 to be kept in the public inspection files of the Stations is in such files. Except as disclosed on Schedule 6.1.5, Seller has no knowledge of any fact or circumstance relating to Seller or the Stations arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (a) disqualify Seller from assigning the Station Licenses to the Buyer or (b) prevent or delay the consummation by them of the transactions contemplated by this Agreement. (ii) Schedule 1.1.1 lists (a) all licenses, permits and other authorizations (including all STL licenses and construction permits) issued by the FCC relating to the Stations as of the date of this Agreement and (b) all licenses, permits, or authorizations issued by any other Governmental Entities which are material to the operations of the Stations as of the date of this Agreement. Such licenses, permits and authorizations, and all applications for modification, extension or renewal thereof or for new licenses, permits, permissions or authorizations that would be material to the operations of the Stations, are collectively referred to herein as the The Station Licenses (as further defined in Section 1.1.1), each of which is are in full force and effect. The Stations have been operated in all material respects in accordance with the terms of the Station LicensesLicenses and all engineering and technical requirements of the FCC and Federal Aviation Administration relating to FM broadcasting, hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiation. Except for proceedings affecting the radio broadcast industry generally, there are no proceedings pending or, to the Seller's knowledge, threatened with respect to ownership or operation of the Stations which reasonably may be expected to result in the revocation, material adverse modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending applications for Station Licenses, the issuance of any cease and desist order, or the imposition of any administrative actions by the FCC or any other Governmental Entity with respect to the Station Licenses, or which reasonably may be expected to adversely affect the Stations' ability to operate as currently operated or the Buyer's ability to obtain assignment of the Station Licenses. With the exception of operations pursuant to any existing STAs set out in Section listed on Schedule 1.1.1 hereto, and with the further exception of such temporary reduced power operations as are necessary for routine maintenance, the Stations operate in conformity with the Station Licenses and within the operating power tolerances specified in 47 C.F.R. (S) 73.1560(b). No other broadcast station or radio communications facility is causing interference to the Stations' transmissions beyond that which is allowed by FCC rules and regulations.

Compliance with Applicable Laws; FCC Matters. (i) Except To -------------------------------------------- Sellers' knowledge, except as -------------------------------------------- permitted or contemplated herebyhereby or as disclosed in Sellers' Disclosure Letter, the operations of the Stations have been and now are being conducted in substantial compliance with each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on any Seller, the Stations or their respective properties or assets. No investigation or review by any Governmental Entity with respect to any Seller or the Stations any Station is pending or, to the Seller's Sellers' knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the Stations, the Stations Stations, to Sellers' knowledge and except as disclosed in Sellers' Disclosure Letter, comply in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration applicable to the towers used by the Stations (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiation). In addition, Seller has Sellers have duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the operations of the Stations and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All To Sellers' knowledge, all such filings complied in all material respects with applicable laws when made made, and no material deficiencies have been asserted with respect to any such filings. All The public inspection files of the material Stations required by 47 C.F.R. (S) 73.3526 to be kept in the public inspection files of the Stations is in such filesare substantially complete. Except as disclosed on Schedule 6.1.5in Sellers' Disclosure Letter, Seller has Sellers have no knowledge of any fact or circumstance relating to any Seller or the Stations arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (a) disqualify Seller Sellers from assigning the Station Licenses to the Buyer or (b) prevent or delay the consummation by them of the transactions contemplated by this Agreement.; (ii) Schedule 1.1.1 lists (a) all licenses, permits and other authorizations (including all STL licenses and construction permits) issued by the FCC relating to the Stations as of the date of this Agreement and (b) all licenses, permits, or authorizations issued by any other Governmental Entities which are material to the operations of the Stations as of the date of this Agreement. Such licenses, permits and authorizations, and all applications for modification, extension or renewal thereof or for new licenses, permits, permissions or authorizations that would be material to the operations of the Stations, are collectively referred to herein as the Station Licenses (as further defined in Section 1.1.1), each of which is in full force and effect. The Stations Stations, to Sellers' knowledge, have been operated in all material respects in accordance with the terms of the Station Licenses, unless authority to operate has otherwise been issued by the FCC (e.g., upon grant of an STA by the FCC). Except for proceedings affecting the radio broadcast industry generally, there are no proceedings pending or, to the any of Seller's knowledge, threatened with respect to ownership or operation of the Stations any Station which reasonably may be expected to result in the revocation, material adverse modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending applications for Station Licenses, the issuance of any cease and desist order, or the imposition of any administrative actions by the FCC or any other Governmental Entity with respect to the Station Licenses, or which reasonably may be expected to adversely affect the Stations' any Station's ability to operate as currently operated or the Buyer's ability to obtain assignment of the Station Licenses. With the exception of operations pursuant to any existing STAs set out in Section 1.1.1 heretoTo Sellers' knowledge, and with the further exception of such temporary reduced power operations as are necessary for routine maintenance, the Stations operate in conformity with the Station Licenses and within the operating power tolerances specified in 47 C.F.R. (S) 73.1560(b). No no other broadcast station or radio communications facility is causing interference to the Stations' transmissions beyond that which is allowed by FCC rules and regulations.;

Compliance with Applicable Laws; FCC Matters. (ia) Except To Seller's knowledge, except as -------------------------------------------- permitted or contemplated hereby, the business and operations of the Stations have been been, and now are being being, conducted in substantial compliance in all material respects with the Station Licenses, with each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations or their respective properties or assets. No investigation or review by any Governmental Entity with respect to Seller or the Stations is pending or, to the Seller's knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the Stations, the Stations comply in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration applicable to the towers used by the Stations (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiation). In addition, Seller has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the business or operations of the Stations and the ownership thereof, including, without limitation, applications for renewal of authority required to be filed by applicable law to be filedlaw. All such filings complied in all material respects with applicable laws when made made, and no material deficiencies have been asserted with respect to any such filings. All the material required by 47 C.F.R. (S) 73.3526 to be kept in the public inspection files of the Stations is in such files. Except as disclosed on Schedule 6.1.5stated in Seller's Disclosure Letter, Seller has no knowledge of any material fact or circumstance relating to Seller or the Stations arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (ai) disqualify Seller from assigning the Station Licenses to the Buyer or (bii) prevent or delay the consummation by them the parties of the transactions contemplated by this Agreement. (iib) Schedule 1.1.1 lists (ai) all licenses, permits and other -------------- authorizations (including all STL licenses broadcast auxiliary licenses, construction permits and construction permitsall grants of Special Temporary Authority ("STA")) issued by the FCC relating to the Stations as of the date of this Agreement and (bii) all licenses, permits, permits or authorizations issued to Seller by any other Governmental Entities which are material to the business or operations of the Stations and held by Seller as of the date of this Agreement. Such licenses, permits and authorizations, and all applications for modification, extension or renewal thereof or for new licenses, permits, permissions or authorizations that would be material applicable to the business or operations of the Stations, Stations are collectively referred to herein as the Station Licenses (as further defined in Section 1.1.1), each of which is in full force and effect. The To Seller's knowledge, the Stations have been operated in all material respects in accordance with the terms of the Station Licenses. All towers and other structures used in the operation of the Stations or the Station Assets or located on the Real Estate are obstruction marked and lighted to the extent required by, and in accordance with the rules and regulations of the Federal Aviation Administration (the "FAA"), the FCC and other governmental entities. Appropriate notifications to the FAA and registrations with the FCC have been filed for such towers where required. Except for proceedings affecting the radio broadcast industry generally, there are no proceedings pending or, to the Seller's knowledge, threatened with respect to Seller's ownership or operation of the Stations which reasonably may be expected to result in the revocation, material adverse modification, non-non- renewal or suspension of any of the Station Licenses, the denial of any pending applications for the Station Licenses, the issuance against Seller of any cease and desist order, or the imposition of any administrative actions by the FCC or any other Governmental Entity with respect to the Station Licenses, or which reasonably may be expected to adversely affect the Stations' ability to operate as currently operated or the Buyer's ability to obtain assignment of the Station Licenses. With the exception of operations pursuant to any existing STAs set out in Section Schedule 1.1.1 hereto, and with the further exception of such -------------- temporary reduced power operations as are necessary for routine maintenance, the Stations operate (A) in conformity with the Station Licenses and (B) within the operating power tolerances specified in 47 C.F.R. (SS)73.1560(b) 73.1560(band 47 C.F.R. (S)73.1560(a)(1). No To Seller's knowledge, no other broadcast station or radio communications facility is causing interference to the Stations' transmissions beyond that which is allowed by FCC rules and regulations.. Seller has all necessary authority to use the call signs set forth on Schedule 1.1.1. --------------

Compliance with Applicable Laws; FCC Matters. (ia) Except as -------------------------------------------- permitted or contemplated hereby, the operations of the Stations Station have been and now are being conducted in substantial compliance in all material respects with the Station Licenses, each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations Station or their its respective properties or assets. No investigation or review by any Governmental Entity with respect to Seller or the Stations Station is pending or, to the Seller's knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the Stationsforegoing, the Stations comply Seller has complied in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC law and the Federal Aviation Administration FCC's policy on exposure to radio frequency radiation applicable to the towers used by Station. No renewal of any Station License would constitute a major environmental action under the Stations (including all rules regulating hazards of the FCC. Access to air navigation, registration the Station's transmission facilities are restricted in accordance with the policies of radio towers, and exposure of humans to non-ionizing radio frequency radiation)the FCC. In addition, Seller has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the operations of the Stations Station and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All such filings complied in all material respects with applicable laws when made and and, to the Seller's knowledge, no material deficiencies have been asserted with respect to any such filings. All of the material required by 47 C.F.R. (S) Section 73.3526 to be kept in the public inspection files of the Stations Station is in such files. Except as disclosed on Schedule 6.1.5, Seller has no knowledge of any fact or circumstance relating to Seller or the Stations Station arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (ai) disqualify the Seller from assigning the Station Licenses to the Buyer or (bii) prevent or delay the consummation by them of the transactions contemplated by this Agreement. (iib) Schedule 1.1.1 lists (ai) all licenses, permits and other authorizations (including all STL licenses and construction permits) issued to Seller by the FCC relating to the Stations Station and held by it as of the date of this Agreement and (bii) all licenses, permits, or authorizations issued to Seller by any other Governmental Entities which are material to the operations of the Stations Station and held by it as of the date of this Agreement. Such licenses, permits and authorizations, and all applications for modification, extension or renewal thereof or for new licenses, permits, permissions or authorizations that would be material to the operations of the StationsStation, are collectively referred to herein as the Station Licenses (as further defined in Section 1.1.1), each of which is in full force and effect. The Stations have been operated All towers and other structures used in all material respects the operation of the Station or located on the Real Property are obstruction marked and lighted to the extent required by, and in accordance with the terms rules and regulations of the Station Licenses. Except for proceedings affecting Federal Aviation Administration (the radio broadcast industry generally, there are no proceedings pending or, to the Seller's knowledge, threatened with respect to ownership or operation of the Stations which reasonably may be expected to result in the revocation, material adverse modification, non-renewal or suspension of any of the Station Licenses"FAA"), the denial of any pending applications for Station Licenses, the issuance of any cease and desist order, or the imposition of any administrative actions by the FCC or any other Governmental Entity with respect to the Station Licenses, or which reasonably may be expected to adversely affect the Stations' ability to operate as currently operated or the Buyer's ability to obtain assignment of the Station Licenses. With the exception of operations pursuant to any existing STAs set out in Section 1.1.1 hereto, and with the further exception of such temporary reduced power operations as are necessary for routine maintenance, the Stations operate in conformity with the Station Licenses and within the operating power tolerances specified in 47 C.F.R. (S) 73.1560(b). No other broadcast station or radio communications facility is causing interference to the Stations' transmissions beyond that which is allowed by FCC rules and regulations.Commission and

Compliance with Applicable Laws; FCC Matters. (i) Except as -------------------------------------------- permitted or contemplated hereby, the operations of the Stations have been and now are being conducted in substantial compliance with each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations or their respective properties or assets. No investigation or review by any Governmental Entity with respect to Seller or the Stations is pending or, to the Seller's knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the Stations, the Stations comply in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration applicable to the towers used by the Stations (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiation). In addition, Seller has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the operations of the Stations and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All such filings complied in all material respects with applicable laws when made and no material deficiencies have been asserted with respect to any such filings. All the material required by 47 C.F.R. (S) 73.3526 to be kept in the public inspection files of the Stations is in such files. Except as disclosed on Schedule 6.1.5, Seller has no knowledge of any fact or circumstance relating to Seller or the Stations arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (a) disqualify Seller from assigning the Station Licenses to the Buyer or (b) prevent or delay the consummation by them of the transactions contemplated by this Agreement. (ii) Schedule 1.1.1 lists (a) all licenses, permits and other authorizations (including all STL licenses and construction permits) issued by the FCC relating to the Stations as of the date of this Agreement and (b) all licenses, permits, or authorizations issued by any other Governmental Entities which are material to the operations of the Stations as of the date of this Agreement. Such licenses, permits and authorizations, and all applications for modification, extension or renewal thereof or for new licenses, permits, permissions or authorizations that would be material to the operations of the Stations, are collectively referred to herein as the Station Licenses (as further defined in Section 1.1.1), each of which is in full force and effect. The Stations have been operated in all material respects in accordance with the terms of the Station Licenses. Except for proceedings affecting the radio broadcast industry generally, there are no proceedings pending or, to the Seller's knowledge, threatened with respect to ownership or operation of the Stations which reasonably may be expected to result in the revocation, material adverse modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending applications for Station Licenses, the issuance of any cease and desist order, or the imposition of any administrative actions by the FCC or any other Governmental Entity with respect to the Station Licenses, or which reasonably may be expected to adversely affect the Stations' ability to operate as currently operated or the Buyer's ability to obtain assignment of the Station Licenses. With the exception of operations pursuant to any existing STAs set out in Section 1.1.1 hereto, and with the further exception of such temporary reduced power operations as are necessary for routine maintenance, the Stations operate in conformity with the Station Licenses and within the operating power tolerances specified in 47 C.F.R. (S) 73.1560(b). No Except as noted in Schedule 6.1.5 and to the best of Seller's knowledge, no other broadcast station or radio communications facility is causing interference to the Stations' transmissions beyond that which is allowed by FCC rules and regulations.

Compliance with Applicable Laws; FCC Matters. (i) Except as -------------------------------------------- permitted or contemplated herebydisclosed in Schedule 3.1(f), the operations business of the Stations have Seller has been and now are being conducted in substantial compliance in all material respects with each law, ordinance, regulation, judgment, decree, injunction, rule or order Applicable Law. To the Knowledge of the FCC or any other Governmental Entity binding on Seller, the Stations or their respective properties or assets. No no investigation or review by any Governmental Entity with respect to Seller or the Stations is pending or, to the Seller's knowledge, is or threatened. Without limiting the generality of the foregoing and with respect to the Stationsforegoing, the Stations comply Seller has in all material respects complied with the Communications Act of 1934, as amended (the "Communications Act")amended, and all material rules, regulations and written policies of the FCC thereunderthereunder (collectively, the "Communications Act"), all obligations with respect to equal employment opportunity under applicable lawApplicable Law, and all material rules and regulations of the FCC and the Federal Aviation Administration applicable to each of the towers used or held for use by the Stations (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiation)a Station. In addition, Seller has duly and timely filed, or caused to be so filed, with the FCC and other appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings filings, or submissions with respect to the operations operation of the Stations each Station and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law Applicable Law to be filed. All such FCC filings complied in all material respects with applicable laws Applicable Laws when made made, and no material deficiencies have been asserted by the FCC to Seller with respect to any such filings. All the The material required by 47 C.F.R. (S) Section 73.3526 to be kept in the public inspection files of the Stations each Station is in such files. Except as disclosed on Schedule 6.1.5, Seller has no knowledge of any fact or circumstance relating to Seller or the Stations arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (a) disqualify Seller from assigning the Station Licenses to the Buyer or (b) prevent or delay the consummation by them of the transactions contemplated by this Agreement. (ii) Schedule 1.1.1 lists 3.1(f) is a true and complete list of (aA) all licenses, permits and other authorizations (including all STL licenses and construction permits) issued by of the FCC relating to Licenses, including the Stations expiration dates thereof, as of the date of this Agreement and (bB) all other material licenses, permits, or authorizations issued to Seller by any other Governmental Entities which are material to the operations of the Stations and held by it as of the date of this Agreement. Such FCC Licenses, licenses, permits permits, and authorizations, and all pending applications for modification, extension extension, or renewal thereof or for new licenses, permitspermits permissions, permissions or authorizations that would be material to the operations of the Stationsauthorizations, are collectively referred to herein as the "Station Licenses (as further defined in Section 1.1.1), each of which is in full force and effect. The Stations have been operated in all material respects in accordance with Licenses." Schedule 3.1(f) accurately lists the terms legally authorized holder(s) of the Station Licenses. Except for proceedings affecting the radio broadcast industry generally, there are no proceedings pending or, to the Seller's knowledge, threatened with respect to ownership or operation of the Stations which reasonably may be expected to result in the revocation, material adverse modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending applications for Station Licenses, the issuance of any cease and desist order, or the imposition of any administrative actions by the FCC or any other Governmental Entity with respect to the Station Licenses, or which reasonably may be expected to adversely affect the Stations' ability to operate as currently operated or the Buyer's ability to obtain assignment of the Station Licenses. With the exception of operations pursuant to any existing STAs set out in Section 1.1.1 hereto, and with the further exception of such temporary reduced power operations as are necessary for routine maintenance, the Stations operate in conformity with the The Station Licenses constitute all the licenses, permits and within the operating power tolerances specified in 47 C.F.R. (S) 73.1560(b). No other broadcast station or radio communications facility is causing interference to the Stations' transmissions beyond that which is allowed by FCC rules and regulations.authorizations

Compliance with Applicable Laws; FCC Matters. (i) Except as -------------------------------------------- permitted or contemplated hereby, the operations of the Stations Station have been and now are being conducted in substantial compliance in all material respects with each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations Station or their its respective properties or assets. No investigation or review by any Governmental Entity with respect to Seller or the Stations Station is pending or, to the Seller's knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the Stationsforegoing, the Stations comply operation of the Station complies in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration applicable to the towers used by the Stations Station (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiation). In addition, Seller has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all material applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the operations of the Stations Station and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All such filings complied in all material respects with applicable laws when made and no material deficiencies have been asserted with respect to any such filings. All the material required by 47 C.F.R. (S) 73.3526 to be kept in the public inspection files of the Stations Station is in such files. Except as disclosed on Schedule 6.1.5, Seller has no knowledge of any fact or circumstance relating to Seller or the Stations Station arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (a) disqualify Seller from assigning the Station FCC Licenses to the Buyer or (b) prevent or delay the consummation by them Seller and Buyer of the transactions contemplated by this Agreement. (ii) Schedule 1.1.1 lists (a) all licenses, permits and other authorizations (including all STL licenses and construction permits) issued by the FCC relating to the Stations as of the date of this Agreement and (b) all licenses, permits, or authorizations issued by any other Governmental Entities which are material to the operations of the Stations as of the date of this AgreementStation Licenses. Such licenses, permits and authorizations, and all applications for modification, extension or renewal thereof or for new licenses, permits, permissions or authorizations that would be material to the operations of the Stations, are collectively referred to herein as the All Station Licenses (as further defined in Section 1.1.1), each of which is are in full force and effect. The Stations have Station has been operated in all material respects in accordance with the terms of the Station Licenses. Except for proceedings affecting the radio broadcast industry generally, there are no proceedings pending or, to the Seller's knowledge, threatened with respect to ownership or operation of the Stations Station which reasonably may be expected to result in the revocation, material adverse modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending applications for Station Licenses, the issuance of any cease and desist order, or the imposition of any administrative actions sanctions by the FCC or any other Governmental Entity with respect to the Station Licenses, or which reasonably may be expected to adversely affect the Stations' Station's ability to operate as currently operated or the Buyer's ability to obtain assignment of the Station Licenses. With the exception of operations pursuant to any existing STAs special temporary authorizations from the FCC set out in Section 1.1.1 hereto, and with the further exception of such temporary reduced power operations as are necessary for routine maintenance, the Stations operate Station operates in conformity with the Station Licenses and within the operating power tolerances specified in 47 C.F.R. (S) 73.1560(b). No To Seller's knowledge, no other broadcast station or radio communications facility is causing interference to the Stations' Station's transmissions beyond that which is allowed by FCC rules and regulations.

Compliance with Applicable Laws; FCC Matters. (ia) Except as -------------------------------------------- permitted or contemplated hereby, the business and operations of the Stations have been been, and now are being being, conducted in substantial compliance in all material respects with the Stations Licenses, each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations or their respective properties or assets. No investigation or review by any Governmental Entity with respect to Seller or the Stations is pending or, to the Seller's knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the Stationsforegoing, the Stations comply Seller has complied in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, ------------------ regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC law and the Federal Aviation Administration FCC's policy on exposure to radio frequency radiation applicable to the towers used by Stations. No renewal of any Stations License would constitute a major environmental action under the Stations (including all rules regulating hazards of the FCC. Access to air navigation, registration the Stations' transmission facilities are restricted in accordance with the policies of radio towers, and exposure of humans to non-ionizing radio frequency radiation)the FCC. In addition, Seller has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the business or operations of the Stations and the ownership thereof, including, without limitation, applications for renewal of authority required to be filed by applicable law law, except where failure to be filedso file is not reasonably likely to have a material adverse effect in the business and operations of the Stations. All such filings complied in all material respects with applicable laws when made and and, to the Seller's knowledge, no material deficiencies have been asserted with respect to any such filings. Seller has duly and timely paid, or caused to be paid, to the appropriate Governmental Entities, all fees associated with any such filings. Seller has duly and timely paid, or caused to be paid, all annual regulatory fees to the appropriate Governmental Entities as required by applicable law. All of the material required by 47 C.F.R. (S) Section 73.3526 to be kept in the public inspection files of the Stations is in such files. Except as otherwise disclosed on Schedule 6.1.5, Seller has no knowledge of any fact or -------------- circumstance relating to Seller or the Stations arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (ai) disqualify Seller from assigning the Station Stations Licenses to the Buyer or (bii) prevent or delay the consummation by them the parties of the transactions contemplated by this Agreement. The ground system of the AM Station is as specified in the current license or applicable construction permit for the AM Station (including with respect to the number, length and burial depth of radials). For the purposes of this Agreement, the term "knowledge", when used to refer to the --------- knowledge of Seller, shall mean the actual knowledge of any of the following individuals with respect to any matter with which such individual is charged with knowledge: Xxxxxxxx X. Xxxx, Chairman of the Board of Directors of Seller, Xxx Xxxxxxx, President of Seller and General Manager of the Stations, Xxxxxxx X. Xxxxxx, Secretary, Treasurer and General Counsel of Seller, Xxxxxxx Xxxxxxx, Chief Engineer of the Stations and Xxxxx Xxx, Xx. of Xxxx and Marks, Seller's FCC counsel. (iib) Schedule 1.1.1 lists (aA) all licenses, permits and or other -------------- authorizations (including all STL licenses and construction permits) issued to Seller by the FCC relating to the Stations and held by Seller as of the date of this Agreement and (bB) all licenses, permits, permits or authorizations issued to Seller by any other Governmental Entities which are material to the business or operations of the Stations as of the date of this Agreement. Such licenses, permits and authorizations, and all applications for modification, extension or renewal thereof or for new licenses, permits, permissions or authorizations that would be material to the operations of the Stations, are collectively referred to herein as the Station Licenses (as further defined in Section 1.1.1), of 1.1) each of which is in full force and effect. The All towers and other ----- structures used in the operation of the Stations have been operated in all material respects or located on the Real Property are obstruction marked and lighted to the extent required by, and in accordance with the terms rules and regulations of the Station LicensesFederal Aviation Administration (the "FAA"), the FCC and other federal, state and local authorities. Appropriate --- notifications to the FAA and registrations with the FCC have been filed for such towers where required. Except for proceedings affecting the radio broadcast industry generally, there are no proceedings pending or, to the Seller's knowledge, threatened with respect to Seller's ownership or operation of the Stations which reasonably may be expected to result in the revocation, material adverse modification, non-renewal or suspension of any of the Station Stations Licenses, the denial of any pending applications for Station Stations Licenses, the issuance against Seller of any cease and desist order, or the imposition of any administrative actions by the FCC or any other Governmental Entity with respect to the Station Stations Licenses, or which reasonably may be expected to adversely affect the Stations' ability to operate as currently operated or the Buyer's ability to obtain assignment of the Station Stations Licenses. With the exception of operations pursuant to any existing STAs set out in Section 1.1.1 hereto, and with the further exception of such temporary reduced power operations as are necessary for routine maintenance, the Stations operate (i) in conformity with the Station Licenses Stations Licenses; and (ii) within the operating power tolerances specified in 47 C.F.R. (SSection 73.1560(a)(1) and 47 C.F.R. Section 73.1560(b). No To Seller's knowledge, no other broadcast station Stations or radio communications facility is causing interference to the Stations' transmissions beyond that which is allowed by FCC rules and regulations.. Seller has all necessary authority to use the call signs set forth on Schedule 1.1.1. ---------------

Compliance with Applicable Laws; FCC Matters. (i) Except as -------------------------------------------- permitted or contemplated hereby, the operations any operation of the Stations have been and now are being Station will be conducted in substantial compliance with each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations Station or their respective properties or assetsassets to the extent failure to so comply could be reasonably expected to have a material adverse effect. No investigation or review by any Governmental Entity with respect to Seller or the Stations Station is pending or, to the Seller's knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the StationsStation, the Stations comply Station complies in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all applicable rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration applicable to the any towers used by the Stations Station (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiation). In addition, Seller the Station has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the operations any operation of the Stations Station and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All such filings complied in all material respects with applicable laws when made and no material deficiencies have been asserted with respect to any such filings. All the material required by 47 C.F.R. (S) 73.3526 to be kept in the public inspection files of the Stations Station is in such files. Except as disclosed on Schedule 6.1.5, Seller has no knowledge of any fact or circumstance relating to Seller or the Stations Station arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (a) disqualify the Seller from assigning the Station Licenses to the Buyer or (b) prevent or delay the consummation by them of the transactions contemplated by this AgreementBuyer. (ii) Schedule 1.1.1 lists (ax) all licenses, permits and other authorizations (including all STL licenses and construction permits) issued by the FCC relating to the Stations Station as of the date of this Agreement and (by) all licenses, permits, or authorizations issued by any other Governmental Entities which are material to the operations operation of the Stations Station as of the date of this Agreement. Such licenses, permits and authorizations, and all applications for modification, extension or renewal thereof or for new licenses, permits, permissions or authorizations that would be material to the operations of the StationsStation, are collectively referred to herein as the Station Licenses (as further defined in Section 1.1.1), each of which is in full force and effect. The Stations have Station, if operated, has been operated in all material respects in accordance with the terms of the Station Licenses. Except for proceedings affecting the radio broadcast industry generally, there are no proceedings pending or, to the Seller's knowledge, threatened with respect to ownership or operation of the Stations Station which reasonably may be expected to result in the revocation, material adverse modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending applications for Station Licenses, the issuance of any cease and desist order, or the imposition of any administrative actions by the FCC or any other Governmental Entity with respect to the Station Licenses, or which reasonably may be expected to adversely affect the Stations' Station's ability to operate as currently operated or the Buyer's ability to obtain assignment of the Station Licenses. With the exception of operations pursuant to any existing STAs set out in Section 1.1.1 hereto, and with the further exception of such temporary reduced power operations as are necessary for routine maintenanceIf operating, the Stations operate Station operates (a) in conformity with the Station Licenses its license; and (b) within the operating power tolerances specified in 47 C.F.R. (S) 73.1560(b). No other broadcast station or radio communications facility is causing interference to the Stations' transmissions beyond that which is allowed by FCC rules and regulations.

Compliance with Applicable Laws; FCC Matters. (i) Except as -------------------------------------------- permitted or contemplated herebyset forth on Schedule 3.1(g), the operations Company and each of its subsidiaries are in compliance in all material respects with each Applicable Law (excluding Environmental Laws). Without limiting the generality of the Stations have been foregoing, except as set forth on Schedule 3.1(g), the Company and now are being conducted each of its subsidiaries is in substantial compliance in all material respects with the Communications Act, all material obligations with respect to equal employment opportunity under Applicable Law, and all material rules and regulations of the Federal Aviation Administration applicable to each lawof the towers used or held for use by a Station. The Company and each of its subsidiaries has duly and timely filed or caused to be so filed, ordinanceall material forms, regulationreports, judgmentstatements, decreeand other documents (other than Tax Returns) required under Applicable Law to be filed with the FCC and any and all other Governmental Entities. All such material forms, injunctionreports, rule or order of statements and other documents required under Applicable Law to be filed with the FCC or any other Governmental Entity binding (other than Tax Returns) are referred to herein, collectively, as the "Company Reports." Except as set forth on SellerSchedule 3.1(g), the all such Company Reports complied in all material respects with Applicable Laws when made. The Stations or their respective properties or assets. No investigation or review by any Governmental Entity with respect to Seller or the Stations is pending or, to the Seller's knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the Stations, the Stations comply are in compliance in all material respects with the Communications Act provisions of 1934, as amended (the "Communications Act"), all rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration applicable to the towers used by the Stations (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiation). In addition, Seller has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the operations of the Stations and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All such filings complied in all material respects with applicable laws when made and no material deficiencies have been asserted with respect to any such filings. All the material required by 47 C.F.R. (S) ss. 73.3526 relating to materials to be kept in the public inspection files of the Stations is in such files. Except as disclosed on Schedule 6.1.5, Seller has no knowledge of any fact or circumstance relating to Seller or the Stations arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (a) disqualify Seller from assigning the Station Licenses to the Buyer or (b) prevent or delay the consummation by them of the transactions contemplated by this Agreement. (ii) Schedule 1.1.1 lists 3.1(g) is a true and complete list of (aA) all licenses, permits and other authorizations (including all STL licenses and construction permits) issued by of the FCC relating to Licenses, including the Stations expiration dates thereof, as of the date of this Agreement and (bB) all other material licenses, permits, or authorizations issued to the Company or any of its subsidiaries by any other Governmental Entities which are material to the operations of the Stations and held by them as of the date of this Agreement. Such licenses, permits and authorizationsFCC Licenses, and all applications for modification, extension or renewal thereof or for new other material licenses, permits, permissions or authorizations that would be material to the operations of the Stationsand authorizations, are collectively referred to herein as the "Station Licenses." Schedule 3.1(g) accurately lists as of the date of this Agreement the legally authorized holder(s) of the Station Licenses and all pending applications for modification, extension, or renewal thereof or for new material licenses, permits, or authorizations, (such pending applications at the date of grant by the FCC, to the extent such grant results in the issuance of new FCC Licenses, shall be deemed to be "Station Licenses" subject to the consummation of the Approved Acquisition or Purchaser Approved Acquisition, as further defined in Section 1.1.1the case may be, to which such application relates). Except as set forth on Schedule 3.1(g), (i) the Station Licenses constitute all the material licenses, permits, and authorizations required for the operation of each of which the Stations and the business of the Company and each of its subsidiaries as of the date of this Agreement, and (ii) each of the Station Licenses is in full force and effect. The Except as set forth in Schedule 3.1(g), each of the Stations have has been operated in all material respects in accordance with the terms of its Station Licenses and the Company and each of its subsidiaries is otherwise in compliance in all material respects with the terms of such Station Licenses. Except for proceedings affecting the radio broadcast industry generallyas set forth on Schedule 3.1(g), there are no proceedings pending against the Company or any of its subsidiaries or, to the Seller's knowledgeKnowledge of the Company, threatened with respect to the Company's or any of its subsidiaries' ownership or operation of the Stations any Station which reasonably may be expected to has resulted in or would result in the revocation, material adverse modification, non-renewal renewal, or suspension of any of the Station Licenses, the denial of any pending applications for any Station LicensesLicenses by reason of the actions or qualifications of the Company and its subsidiaries, the issuance against the Company or any of its subsidiaries of any cease and desist order, or the imposition of any administrative actions actions, including the proposed assessment of fines and penalties, by the FCC or any other Governmental Entity with respect to the any Station Licenses, or which reasonably may be expected to adversely has affected or would affect the Stations' any Station's ability to operate as currently operated operated, or (pursuant to the BuyerApproved Acquisitions or any Purchaser Approved Acquisitions) the Company's or any of its subsidiaries' ability to obtain assignment control of any additional Station Licenses or to operate any additional Station. To the Knowledge of the Station Licenses. With the exception of operations pursuant to any existing STAs Company, except as set out forth in Section 1.1.1 heretoSchedule 3.1(g), and with the further exception of such temporary reduced power operations as are necessary for routine maintenance, the Stations operate in conformity with the Station Licenses and within the operating power tolerances specified in 47 C.F.R. (S) 73.1560(b). No no other broadcast station or radio communications facility is causing interference to the Stations' any Station's transmissions beyond that which is allowed by FCC rules and regulations and no Station is causing interference to any other broadcast station or radio communications facilities' transmissions beyond that which is allowed by the FCC rules and regulations. To the Knowledge of the Company, except as set forth in Schedule 3.1(g), there is no reason to believe that the FCC will not renew any of the Station Licenses issued by the FCC in the ordinary course of business. To the Knowledge of the Company, except as set forth in Schedule 3.1(g), there are no facts relating to any Selling Stockholder, the Company or any of the Company's subsidiaries under the Communications Act that have disqualified or would disqualify the Selling Stockholders from transferring control of any of the Station Licenses pursuant to the terms of this Agreement or that would prevent the consummation by the Company or any Selling Stockholder of the transactions contemplated by this Agreement.

Compliance with Applicable Laws; FCC Matters. (ia) Except as -------------------------------------------- permitted or contemplated herebystated in the Seller Disclosure Letter, the operations of the Stations have been and now are being conducted Seller is in substantial compliance with each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations or their respective properties or assets. No investigation or review by any Governmental Entity with respect to Seller or the Stations is pending or, to the Seller's knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the Stations, the Stations comply in all material respects with the Communications Act of 1934all federal, as amended (the "Communications Act")state, all and local laws, rules, regulations regulations, policies, and written policies ordinances applicable or relating to the Station Assets and the Stations, including those of the FCC thereunderFCC, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration ("FAA") applicable to the towers used by the Stations (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiationRF (as hereinafter defined)). In addition, Neither the ownership of or use of the Station Assets or the Station Licenses nor the conduct of the business of Seller has duly and timely filedconflicts in any material respect with the rights of any other person or entity, or caused to be filedwith any rule, with the appropriate regulation, or policy of any Governmental Entities Entity. To Seller's knowledge, all applicationsmaterial disclosures, returns, reports, statementsand statements that Seller or the Stations are required to file with the FCC or with any other Governmental Entity have been filed, feesand all reporting and record-keeping requirements of the FCC and other Governmental Entities having jurisdiction over Seller or the Stations have been complied with in all material respects during the current license terms. To Seller's knowledge, documentsall of such disclosures, registrationsreturns, filings or submissions reports, and statements were complete and correct in all material respects as filed. Seller has fully paid all annual FCC regulatory fees payable with respect to the operations of the Stations and the ownership thereofStation Licenses. To Seller's knowledge, including, without limitation, applications for renewal of authority required by applicable law to be filed. All all such filings complied in all material respects with applicable laws when made made, and to Seller's knowledge, no material deficiencies have been asserted with respect to any such filings. All the material required by 47 C.F.R. (S) 73.3526 to be kept in the public inspection files of the Stations is in such files. Except as disclosed on Schedule 6.1.5, Seller has no knowledge of any material fact or circumstance relating to Seller or the Stations arising from noncompliance with the Communications ActAct of 1934, as amended, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement (the "Communications Act"), that could reasonably be expected to (ai) disqualify Seller from assigning the Station Licenses to the Buyer or (bii) prevent or delay the consummation by them the parties of the transactions contemplated by this Agreement. (iib) Schedule 1.1.1 lists (ai) all licenses, permits and other -------------- authorizations (including all STL licenses broadcast auxiliary licenses, construction permits and construction permitsall grants of Special Temporary Authority ("STA")) issued by the FCC relating to the Stations as of the date of this Agreement and (bii) all licenses, permits, permits or authorizations issued to Seller by any other Governmental Entities which are material to the business or operations of the Stations as presently conducted and held by Seller as of the date of this Agreement. Such licenses, permits and authorizations, and all applications for modification, extension or renewal thereof or for new licenses, permits, permissions or authorizations that would be material applicable to the business or operations of the Stations, Stations are collectively referred to herein as the Station Licenses (as further defined in Section 1.1.1), each of which is in full force and effect. The Except as stated in the Seller Disclosure Letter, to Seller's knowledge, the Stations have been operated in all material respects in accordance with the terms of the Station Licenses. Except as stated in the Seller Disclosure Letter, to Seller's knowledge, all towers and other structures used in the operation of the Stations or the Station Assets or located on the Real Estate are obstruction marked and lighted to the extent required by, and in accordance with the rules and regulations of the FAA, the FCC and other Governmental Entities. Except as stated in the Seller Disclosure Letter, appropriate notifications to the FAA and registrations with the FCC have been filed for such towers where required. Except as stated in the Seller Disclosure Letter and except for proceedings affecting the radio broadcast industry generally, there are no proceedings pending or, to the Seller's knowledge, threatened with respect to Seller's ownership or operation of the Stations which reasonably may be expected to result in the revocation, material adverse modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending applications for the Station Licenses, the issuance against Seller of any cease and desist order, or the imposition of any administrative actions by the FCC or any other Governmental Entity with respect to the Station Licenses, or which reasonably may be expected to adversely affect the Stations' ability to operate as currently operated or the Buyer's ability to obtain assignment of the Station Licensesoperated. With the exception of operations pursuant to any existing STAs set out in Section Schedule 1.1.1 hereto, and with the further exception of such -------------- temporary reduced power operations as are necessary for routine maintenance, as of the Closing Date, the Stations shall operate in conformity with the Station Licenses and within the operating power tolerances specified in 47 C.F.R. (S) 73.1560(b)Licenses. No To Seller's knowledge, no other broadcast station or radio communications facility is causing interference to the Stations' transmissions beyond that which is allowed by FCC rules and regulations.. Seller has all necessary authority to use the call signs set forth on Schedule 1.1.1. --------------

Compliance with Applicable Laws; FCC Matters. (i) Except as -------------------------------------------- permitted or contemplated hereby, the operations of the Stations have been and now are being conducted in substantial compliance with each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on any Seller, the Stations or their respective properties or assets. No investigation or review by any Governmental Entity with respect to any Seller or the Stations any Station is pending or, to the Seller's Sellers' knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the Stations, to Sellers' knowledge the Stations comply in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration applicable to the towers used by the Stations (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiation). In addition, Seller has Sellers have duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the operations of the Stations and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All such filings complied in all material respects with applicable laws when made made, and no material deficiencies have been asserted with respect to any such filings. All the material required by 47 C.F.R. (S) 73.3526 to be kept in the public inspection files of the Stations is in such files. Except as disclosed on Schedule 6.1.5stated in the Seller Disclosure Letter, Seller has Sellers have no knowledge of any fact or circumstance relating to any Seller or the Stations Station arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (a) disqualify Seller Sellers from assigning the Station Licenses to the Buyer or (b) prevent or delay the consummation by them of the transactions contemplated by this Agreement. (ii) Schedule 1.1.1 lists (a) all licenses, permits and other authorizations (including all STL licenses and construction permits) issued by the FCC relating to the Stations as of the date of this Agreement and (b) all licenses, permits, or authorizations issued by any other Governmental Entities which are material to the operations of the Stations as of the date of this Agreement. Such licenses, permits and authorizations, and all applications for modification, extension or renewal thereof or for new licenses, permits, permissions or authorizations that would be material to the operations of the Stations, are collectively referred to herein as the Station Licenses (as further defined in Section 1.1.1), each of which is in full force and effect. The To Sellers' knowledge, the Stations have been operated in all material respects in accordance with the terms of the Station Licenses. Except for proceedings affecting the radio broadcast industry generally, there are no proceedings pending or, to the any Seller's knowledge, threatened with respect to ownership or operation of the Stations any Station which reasonably may be expected to result in the revocation, material adverse modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending applications for Station Licenses, the issuance of any cease and desist order, or the imposition of any administrative actions by the FCC or any other Governmental Entity with respect to the Station Licenses, or which reasonably may be expected to adversely affect the Stations' any Station's ability to operate as currently operated or the Buyer's ability to obtain assignment of the Station Licenses. With the exception of operations pursuant to any existing STAs set out in Section 1.1.1 hereto, and with the further exception of such temporary reduced power operations as are necessary for routine maintenance, the Stations operate in conformity with the Station Licenses and within the operating power tolerances specified in 47 C.F.R. (S) 73.1560(b). No To Sellers' knowledge, no other broadcast station or radio communications facility is causing interference to the Stations' transmissions beyond that which is allowed by FCC rules and regulations.

Compliance with Applicable Laws; FCC Matters. (i) Except as -------------------------------------------- permitted or contemplated hereby, the operations The respective business of each member of the Stations have Selling Group has been and now are being conducted in substantial compliance in all material respects with each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations or their respective properties or assetsApplicable Law. No investigation or review by any Governmental Entity with respect to Seller or any member of the Stations Selling Group is pending or, to the Seller's knowledgeKnowledge of the Selling Group, is threatened. Without limiting the generality of the foregoing and with respect to foregoing, each member of the Stations, the Stations comply Selling Group has complied in all material respects with the Communications Act of 1934, as amended (the "Communications Act")amended, and all rules, regulations and written policies of the FCC thereunderthereunder (collectively, the "Communications Act"), all obligations with respect to equal opportunity under applicable lawApplicable Law, and all rules and regulations of the FCC and the Federal Aviation Administration applicable to each of the towers used or held for use by the Stations (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiation)each Station. In addition, Seller in all material respects each member of the Selling Group has duly and timely filed, or caused to be so filed, with the FCC and other appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings filings, or submissions with respect to the operations operation of the Stations each Station and the ownership thereof, including, without limitation, including applications for renewal of authority required by applicable law Applicable Law to be filed. All such FCC filings complied in all material respects with applicable laws Applicable Laws when made made, and no material deficiencies have been asserted with respect to any such filings. All the The material required by 47 C.F.R. (S) ss. 73.3526 to be kept in the public inspection files of the Stations each Station is in such files. Except as disclosed on Schedule 6.1.5, Seller has no knowledge of any fact or circumstance relating to Seller or the Stations arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (a) disqualify Seller from assigning the Station Licenses to the Buyer or (b) prevent or delay the consummation by them of the transactions contemplated by this Agreement. (ii) Schedule 1.1.1 lists 3.1(g) is a true and complete list of (aA) all licenses, permits and other authorizations (including all STL licenses and construction permits) issued by of the FCC relating to Licenses, including the Stations expiration dates thereof, as of the date of this Agreement and (bB) all other material licenses, permits, or authorizations issued to any member of the Selling Group by any other Governmental Entities which are material to the operations and held by any of the Stations them as of the date of this Agreement. Such FCC Licenses, licenses, permits permits, and authorizations, and all pending applications for modification, extension extension, or renewal thereof or for new licenses, permits, permissions permissions, or authorizations that would be material to the operations of the Stationsauthorizations, are collectively referred to herein as the "Station Licenses." Seller is the legally authorized holder of each of the Station Licenses. The Station Licenses (as further defined in Section 1.1.1)constitute all the licenses, permits and authorizations required for the operation of the Stations and the business of Seller, and each of which the Station Licenses is in full force and effect. The Each of the Stations have has been operated in all material respects in accordance with the terms of the applicable Station Licenses, and Seller is otherwise in compliance with, and has conducted its business so as to comply with, the terms of the respective Station Licenses. Except for proceedings affecting the radio broadcast industry generally, there There are no proceedings pending or, to the Seller's knowledgeKnowledge of the Selling Group, threatened with respect to the ownership or operation of the Stations any Station which reasonably may be expected to result in the revocation, material adverse modification, non-renewal renewal, or suspension of any of the Station Licenses, the denial of any pending applications for Station Licenses, the issuance against the Seller of any cease and desist order, or the imposition of any administrative actions by the FCC or any other Governmental Entity with respect to any of the Station Licenses, or which reasonably may be expected to materially and adversely affect the Stations' any Station's ability to operate as currently operated or the Buyer's ability to obtain assignment control of any Station Licenses or operate any Station. To the Knowledge of the Station Licenses. With the exception of operations pursuant to any existing STAs set out in Section 1.1.1 heretoSelling Group, and with the further exception of such temporary reduced power operations as are necessary for routine maintenance, the Stations operate in conformity with the Station Licenses and within the operating power tolerances specified in 47 C.F.R. (S) 73.1560(b). No no other broadcast station or radio communications facility is causing interference to the Stations' any Station's transmissions beyond that which is allowed by FCC rules and regulations and no Station is causing interference to any other broadcast station or radio communications facilities' transmissions beyond that which is allowed by the FCC rules and regulations. Each member of the Selling Group has no reason to believe that the FCC will not renew any of the Station Licenses issued by the FCC in the ordinary course of business. To the Knowledge of the Selling Group, there are no facts relating to any member of the Selling Group under the Communications Act that reasonably may be expected to disqualify Seller from transferring control of the Station Licenses pursuant to the terms of this Agreement or that would prevent the consummation by any of them of the transactions contemplated by this Agreement.

Compliance with Applicable Laws; FCC Matters. (ia) Except as -------------------------------------------- permitted or contemplated hereby, the operations of the Stations Companies, including, without limitation, the operation of the Station have been and now are being conducted in substantial compliance compliance, in all material respects, with the Station Licenses, each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations Companies or their its respective properties or assets. No investigation or review by any Governmental Entity with respect to Seller or the Stations Companies is pending or, to the Seller's or the Companies' knowledge, is threatened. Without limiting the generality of the foregoing foregoing, each of Seller and with respect to the Stations, the Stations comply Companies has complied in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration FCC's policy on exposure to radio frequency radiation applicable to the towers used by Station. No renewal of any Station Licenses would constitute a major environmental action under the Stations (including all rules regulating hazards of the FCC. Access to air navigation, registration the Station's transmission facilities are restricted in accordance with the policies of radio towers, and exposure of humans to non-ionizing radio frequency radiation)the FCC. In addition, each of Seller and the Companies has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the operations of the Stations Companies, including, without limitation, the operation of the Station and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All such filings complied in all material respects with applicable laws when made and to the Seller's or the Companies' knowledge, no material deficiencies have been asserted with respect to any such filings. All of the material required by 47 C.F.R. (S) Section 73.3526 to be kept in the public inspection files of the Stations Station is in such files. Except as disclosed on Schedule 6.1.53.1.8, neither Seller nor either of the Companies has no knowledge of any fact or circumstance relating to Seller the Companies or the Stations Station arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (ai) disqualify Seller from assigning the Station Licenses Shares to the Buyer or (bii) prevent or delay the consummation by them Seller and Buyer of the transactions contemplated by this Agreement. (iib) Schedule 1.1.1 2.1 lists (ai) all licenses, permits and other authorizations (including all STL licenses and construction permits) issued to the Companies or the Seller by the FCC relating to the Stations Station and held by them as of the date of this Agreement and (bii) all licenses, permits, or authorizations issued to the Companies by any other Governmental Entities which are material to the operations of the Stations as of the date of this AgreementEntities. Such licenses, permits and authorizations, and all applications for modification, extension or renewal thereof or for new licenses, permits, permissions or authorizations that would be material to the operations of the StationsStation, are collectively referred to herein as the Station Licenses (as further defined in Section 1.1.12.1), each of which is in full force and effect. The Stations have been operated All towers and other structures used in all material respects the operation of the Station or located on the Real Property are obstruction marked and lighted to the extent required by, and in accordance with the terms rules and regulations of the Station LicensesFAA, the FCC and other federal, state and local authorities. Appropriate notifications to the FAA and registrations with the FCC have been filed for such towers where required. Except for proceedings affecting the radio broadcast industry generally, there are no proceedings pending or, to the Seller's or the Companies' knowledge, threatened with respect to the Companies' ownership or operation of the Stations Station which reasonably may be expected to result in the revocation, material adverse modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending applications for Station Licenses, the issuance against the Companies of any cease and desist order, or the imposition of any administrative actions by the FCC or any other Governmental Entity with respect to the Station Licenses, or which reasonably may be expected to adversely affect the Stations' Station's ability to operate as currently operated or the Buyer's ability to obtain assignment of the Station Licenses. With the exception of operations pursuant to any existing STAs set out in Section 1.1.1 hereto, and with the further exception of such temporary reduced power operations as are necessary for routine maintenance, the Stations operate in conformity with the Station Licenses and within the operating power tolerances specified in 47 C.F.R. (S) 73.1560(b). No other broadcast station or radio communications facility is causing interference to the Stations' transmissions beyond that which is allowed by FCC rules and regulations.'s

Compliance with Applicable Laws; FCC Matters. (ia) Except as -------------------------------------------- permitted or contemplated hereby, the operations of the Stations Companies, including, without limitation, the operation of the Station have been and now are being conducted in substantial compliance compliance, in all material respects, with the Station Licenses, each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations Companies or their its respective properties or assets. No investigation or review by any Governmental Entity with respect to Seller or the Stations Companies is pending or, to the Seller's or the Companies' knowledge, is threatened. Without limiting the generality of the foregoing foregoing, each of Seller and with respect to the Stations, the Stations comply Companies has complied in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration FCC's policy on exposure to radio frequency radiation applicable to the towers used by Station. No renewal of any Station Licenses would constitute a major environmental action under the Stations (including all rules regulating hazards of the FCC. Access to air navigation, registration the Station's transmission facilities are restricted in accordance with the policies of radio towers, and exposure of humans to non-ionizing radio frequency radiation)the FCC. In addition, each of Seller and the Companies has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the operations of the Stations Companies, including, without limitation, the operation of the Station and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All such filings complied in all material respects with applicable laws when made and to the Seller's or the Companies' knowledge, no material deficiencies have been asserted with respect to any such filings. All of the material required by 47 C.F.R. (S) ss. 73.3526 to be kept in the public inspection files of the Stations Station is in such files. Except as disclosed on Schedule 6.1.5SCHEDULE 3.1.8, neither Seller nor either of the Companies has no knowledge of any fact or circumstance relating to Seller the Companies or the Stations Station arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (ai) disqualify Seller from assigning the Station Licenses Shares to the Buyer or (bii) prevent or delay the consummation by them Seller and Buyer of the transactions contemplated by this Agreement. (iib) Schedule 1.1.1 SCHEDULE 2.1 lists (ai) all licenses, permits and other authorizations (including all STL licenses and construction permits) issued to the Companies or the Seller by the FCC relating to the Stations Station and held by them as of the date of this Agreement and (bii) all licenses, permits, or authorizations issued to the Companies by any other Governmental Entities which are material to the operations of the Stations as of the date of this AgreementEntities. Such licenses, permits and authorizations, and all applications for modification, extension or renewal thereof or for new licenses, permits, permissions or authorizations that would be material to the operations of the StationsStation, are collectively referred to herein as the Station Licenses (as further defined in Section 1.1.12.1), each of which is in full force and effect. The Stations have been operated All towers and other structures used in all material respects the operation of the Station or located on the Real Property are obstruction marked and lighted to the extent required by, and in accordance with the terms rules and regulations of the Station LicensesFAA, the FCC and other federal, state and local authorities. Appropriate notifications to the FAA and registrations with the FCC have been filed for such towers where required. Except for proceedings affecting the radio broadcast industry generally, there are no proceedings pending or, to the Seller's or the Companies' knowledge, threatened with respect to the Companies' ownership or operation of the Stations Station which reasonably may be expected to result in the revocation, material adverse modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending applications for Station Licenses, the issuance against the Companies of any cease and desist order, or the imposition of any administrative actions by the FCC or any other Governmental Entity with respect to the Station Licenses, or which reasonably may be expected to adversely affect the Stations' Station's ability to operate as currently operated or the Buyer's ability to obtain assignment of the Station LicensesShares. With the exception of operations pursuant to any existing STAs set out in Section 1.1.1 hereto, and with the further exception of such temporary reduced power operations as are necessary for routine maintenance, the Stations operate Station operates (i) in conformity with the Station Licenses its licenses and (ii) within the operating power tolerances specified in 47 C.F.R. (S) ss. 73.1560(b). No other broadcast station or radio communications facility is causing interference to the Stations' Station's transmissions beyond that which is allowed by FCC rules and regulations. The Companies have all necessary authority to use the call signs set forth on SCHEDULE 2.1.

Compliance with Applicable Laws; FCC Matters. (i) Except as -------------------------------------------- permitted or contemplated hereby, the operations of the Stations have been and now are being conducted in substantial compliance with each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on SellerSellers, the Stations or their respective properties or assetsassets to the extent failure to so comply could be reasonably expected to have a material adverse effect. No investigation or review by any Governmental Entity with respect to Seller Sellers or the Stations is pending or, to the Seller's knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the Stations, the Stations comply in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration applicable to the towers used by the Stations (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiation). In addition, Seller has the Stations have duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the operations of the Stations and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All such filings complied in all material respects with applicable laws when made and no material deficiencies have been asserted with respect to any such filings. All the material required by 47 C.F.R. (S) 73.3526 to be kept in the public inspection files of the Stations is in such files. Except as disclosed on Schedule 6.1.5, Seller has Sellers have no knowledge of any fact or circumstance relating to Seller Sellers or the Stations arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (a) disqualify Seller the Sellers from assigning the Station Stations Licenses to the Buyer or (b) prevent or delay the consummation by them of the transactions contemplated by this Agreement. (ii) Schedule 1.1.1 lists (ax) all licenses, permits and other authorizations (including all STL licenses and construction permits) issued by the FCC relating to the Stations as of the date of this Agreement and (by) all licenses, permits, or authorizations issued by any other Governmental Entities which are material to the operations of the Stations as of the date of this Agreement. Such licenses, permits and authorizations, and all applications for modification, extension or renewal thereof or for new licenses, permits, permissions or authorizations that would be material to the operations of the Stations, are collectively referred to herein as the Station Licenses (as further defined in Section 1.1.1), each of which is in full force and effect. The Stations have been operated in all material respects in accordance with the terms of the Station Licenses. Except for proceedings affecting the radio broadcast industry generally, there are no proceedings pending or, to the Seller's Sellers' knowledge, threatened with respect to ownership or operation of the Stations which reasonably may be expected to result in the revocation, material adverse modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending applications for Station Licenses, the issuance of any cease and desist order, or the imposition of any administrative actions by the FCC or any other Governmental Entity with respect to the Station Licenses, or which reasonably may be expected to adversely affect the Stations' ability to operate as currently operated or the Buyer's ability to obtain assignment of the Station Licenses. With the exception of operations pursuant to any existing STAs set out in Section 1.1.1 hereto, and with the further exception of such temporary reduced power operations as are necessary for routine maintenance, the Stations operate (a) in conformity with the Station Licenses their licenses; and (b) within the operating power tolerances specified in 47 C.F.R. (S) 73.1560(b). No other broadcast station or radio communications facility is causing interference to the Stations' transmissions beyond that which is allowed by FCC rules and regulations.

Compliance with Applicable Laws; FCC Matters. (i) Except To Seller's -------------------------------------------- knowledge, except as -------------------------------------------- permitted or contemplated hereby, the business and operations of the Stations Station have been been, and now are being being, conducted in substantial compliance in all material respects with the Station Licenses, with each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations Station or their respective its properties or assets. No investigation or review by any Governmental Entity with respect to Seller or the Stations Station is pending or, to the Seller's knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the StationsStation, the Stations comply Station complies in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies Communication Laws of the FCC thereunderFCC, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration ("FAA") applicable to the towers used by the Stations Station (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiation). In addition, Seller has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the business or operations of the Stations Station and the ownership thereof, including, without limitation, applications for renewal of authority required to be filed by applicable law to be filedlaw. All such filings complied in all material respects with applicable laws when made made, and no material deficiencies have been asserted with respect to any such filings. All the material required by 47 C.F.R. (S) 73.3526 to be kept in the public inspection files file of the Stations Station is in such filesfile. Except as disclosed on Schedule 6.1.5, Seller has no knowledge of any material fact or circumstance relating to Seller or the Stations Station arising from noncompliance with the Communications Act, or the rules, regulations or written policies Communication Laws of the FCC in effect on the date of this Agreement that could reasonably be expected to (ai) disqualify Seller from assigning the Station Licenses to the Buyer or (bii) prevent or delay the consummation by them the parties of the transactions contemplated by this Agreement. (ii) Schedule 1.1.1 lists (a) all licenses, permits and other authorizations (including all STL licenses and construction permits) issued by the FCC relating to the Stations as of the date of this Agreement and (b) all licenses, permits, or authorizations issued by any other Governmental Entities which are material to the operations of the Stations as of the date of this Agreement. Such licenses, permits and authorizations, and all applications for modification, extension or renewal thereof or for new licenses, permits, permissions or authorizations that would be material to the operations of the Stations, are collectively referred to herein as the Station Licenses (as further defined in Section 1.1.1), each of which is in full force and effect. The Stations have been operated in all material respects in accordance with the terms of the Station Licenses. Except for proceedings affecting the radio broadcast industry generally, there are no proceedings pending or, to the Seller's knowledge, threatened with respect to ownership or operation of the Stations which reasonably may be expected to result in the revocation, material adverse modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending applications for Station Licenses, the issuance of any cease and desist order, or the imposition of any administrative actions by the FCC or any other Governmental Entity with respect to the Station Licenses, or which reasonably may be expected to adversely affect the Stations' ability to operate as currently operated or the Buyer's ability to obtain assignment of the Station Licenses. With the exception of operations pursuant to any existing STAs set out in Section 1.1.1 hereto, and with the further exception of such temporary reduced power operations as are necessary for routine maintenance, the Stations operate in conformity with the Station Licenses and within the operating power tolerances specified in 47 C.F.R. (S) 73.1560(b). No other broadcast station or radio communications facility is causing interference to the Stations' transmissions beyond that which is allowed by FCC rules and regulations.

Compliance with Applicable Laws; FCC Matters. (ia) Except as -------------------------------------------- permitted or contemplated hereby, the operations of the Stations Companies, including, without limitation, the operation of the Station have been and now are being conducted in substantial compliance compliance, in all material respects, with the Station Licenses, each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations Companies or their its respective properties or assets. No investigation or review by any Governmental Entity with respect to Seller or the Stations Companies is pending or, to the Seller's or the Companies' knowledge, is threatened. Without limiting the generality of the foregoing foregoing, each of Seller and with respect to the Stations, the Stations comply Companies has complied in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration FCC's policy on exposure to radio frequency radiation applicable to the towers used by Station. No renewal of any Station Licenses would constitute a major environmental action under the Stations (including all rules regulating hazards of the FCC. Access to air navigation, registration the Station's transmission facilities are restricted in accordance with the policies of radio towers, and exposure of humans to non-ionizing radio frequency radiation)the FCC. In addition, each of Seller and the Companies has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the operations of the Stations Companies, including, without limitation, the operation of the Station and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All such filings complied in all material respects with applicable laws when made and to the Seller's or the Companies' knowledge, no material deficiencies have been asserted with respect to any such filings. All of the material required by 47 C.F.R. (S) ss. 73.3526 to be kept in the public inspection files of the Stations Station is in such files. Except as disclosed on Schedule 6.1.53.1.8, neither Seller nor either of the Companies has no knowledge of any fact or circumstance relating to Seller the Companies or the Stations Station arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (ai) disqualify Seller from assigning the Station Licenses Shares to the Buyer or (bii) prevent or delay the consummation by them Seller and Buyer of the transactions contemplated by this Agreement. (iib) Schedule 1.1.1 2.1 lists (ai) all licenses, permits and other authorizations (including all STL licenses and construction permits) issued to the Companies or the Seller by the FCC relating to the Stations Station and held by them as of the date of this Agreement and (bii) all licenses, permits, or authorizations issued to the Companies by any other Governmental Entities which are material to the operations of the Stations as of the date of this AgreementEntities. Such licenses, permits and authorizations, and all applications for modification, extension or renewal thereof or for new licenses, permits, permissions or authorizations that would be material to the operations of the StationsStation, are collectively referred to herein as the Station Licenses (as further defined in Section 1.1.12. 1), each of which is in full force and effect. The Stations have been operated All towers and other structures used in all material respects the operation of the Station or located on the Real Property are obstruction marked and lighted to the extent required by, and in accordance with the terms rules and regulations of the Station LicensesFAA, the FCC and other federal, state and local authorities. Appropriate notifications to the FAA and registrations with the FCC have been filed for such towers where required. Except for proceedings affecting the radio broadcast industry generally, there are no proceedings pending or, to the Seller's or the Companies' knowledge, threatened with respect to the Companies' ownership or operation of the Stations Station which reasonably may be expected to result in the revocation, material adverse modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending applications for Station Licenses, the issuance against the Companies of any cease and desist order, or the imposition of any administrative actions by the FCC or any other Governmental Entity with respect to the Station Licenses, or which reasonably may be expected to adversely affect the Stations' Station's ability to operate as currently operated or the Buyer's ability to obtain assignment of the Station LicensesShares. With the exception of operations pursuant to any existing STAs set out in Section 1.1.1 hereto, and with the further exception of such temporary reduced power operations as are necessary for routine maintenance, the Stations operate Station operates (i) in conformity with the Station Licenses its licenses and (ii) within the operating power tolerances specified in 47 C.F.R. (S) ss. 73.1560(b). No other broadcast station or radio communications facility is causing interference to the Stations' Station's transmissions beyond that which is allowed by FCC rules and regulations. The Companies have all necessary authority to use the call signs set forth on Schedule 2.1.

Compliance with Applicable Laws; FCC Matters. (i) Except as -------------------------------------------- permitted or contemplated hereby, the operations businesses of the Stations Osboxx xxx its subsidiaries have been and now are being conducted in substantial compliance with each applicable law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations Osboxx xx any of its subsidiaries or their respective properties or assets, except for such instances of noncompliance as would not have a Material Adverse Effect. No investigation or review by any Governmental Entity with respect to Seller or the Stations Osboxx xx any of its subsidiaries is pending or, to the Seller's Osboxx'x knowledge, is threatened, except for such investigations or reviews as would not have a Material Adverse Effect. Without limiting the generality of the foregoing and with respect to the Stationsforegoing, the Stations comply in all material respects Osboxx xxx its subsidiaries have complied with the Communications Act of 1934, as amended (the "Communications Act")) in all material respects, all material rules, regulations and written policies of the FCC thereunder, all material obligations with respect to equal opportunity under applicable law, and all material rules and regulations of the FCC and the Federal Aviation Administration applicable to the towers used by the Stations radio broadcast stations operated by Osboxx xxx its subsidiaries (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiationthe "Stations"). In addition, Seller has Osboxx and its subsidiaries have duly and timely filed, or caused to be so filed, with the appropriate Governmental Entities FCC all applications, material reports, statements, fees, documents, registrations, filings or submissions with respect to the operations operation of the Stations and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All such FCC filings complied in with all material respects with applicable laws when made and no material deficiencies have been asserted with respect to any such filings. All the The material required by 47 C.F.R. (S) Section 73.3526 to be kept in the public inspection files of the Stations is in such files. Except as disclosed on Schedule 6.1.5, Seller has no knowledge of any fact or circumstance relating to Seller or the Stations arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (a) disqualify Seller from assigning the Station Licenses to the Buyer or (b) prevent or delay the consummation by them of the transactions contemplated by this Agreement. (ii) Schedule 1.1.1 lists (a) all licenses, permits and other authorizations (including all STL licenses and construction permits) issued by the FCC relating to the Stations as of the date of this Agreement and (b) all licenses, permits, or authorizations issued by any other Governmental Entities which are material to the operations of the Stations as of the date of this Agreement. Such licenses, permits and authorizations, and all applications for modification, extension or renewal thereof or for new licenses, permits, permissions or authorizations that would be material to the operations of the Stations, are collectively referred to herein as the Station Licenses (as further defined in Section 1.1.1), each of which is in full force and effect. The Stations have been operated in all material respects in accordance with the terms of the Station Licenses. Except for proceedings affecting the radio broadcast industry generally, there are no proceedings pending or, to the Seller's knowledge, threatened with respect to ownership or operation of the Stations which reasonably may be expected to result in the revocation, material adverse modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending applications for Station Licenses, the issuance of any cease and desist order, or the imposition of any administrative actions by the FCC or any other Governmental Entity with respect to the Station Licenses, or which reasonably may be expected to adversely affect the Stations' ability to operate as currently operated or the Buyer's ability to obtain assignment of the Station Licenses. With the exception of operations pursuant to any existing STAs set out in Section 1.1.1 hereto, and with the further exception of such temporary reduced power operations as are necessary for routine maintenance, the Stations operate in conformity with the Station Licenses and within the operating power tolerances specified in 47 C.F.R. (S) 73.1560(b). No other broadcast station or radio communications facility is causing interference to the Stations' transmissions beyond that which is allowed by FCC rules and regulations.