Common use of FCC Authorizations Clause in Contracts

FCC Authorizations. (a) Schedule 7.4 contains a true and complete list of the Station Licenses, including their expiration dates, and there are no other licenses, permits or other authorizations from Governmental Entities or regulatory authorities required for the lawful conduct of the business and operation of any Station in the manner and to the full extent that such Station is now conducted. The Sellers have delivered to the Buyers true and complete copies of the Station Licenses, including any and all amendments and other modifications thereto. The Station Licenses and other licenses, permits and authorizations listed in Schedule 7.4 were validly issued and are validly held by the Sellers, are in full force and effect and are unimpaired by any act or omission of the Sellers, their shareholders, officers, directors, employees or agents, and except as disclosed in Schedule 7.4, none of the foregoing is subject to any restriction or condition which would limit in any respect the full operation of the Stations as now operated. The Sellers have no reason to believe that the FCC will not renew the Station Licenses in the ordinary course. (b) Except as disclosed in Schedule 7.4 and except for the FCC Applications, there are no applications, complaints or proceedings pending or, to the Sellers' Knowledge, threatened before the FCC relating to the business or operation of any Station or that may result in the revocation, modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending application or the imposition of any fines, forfeitures, or other administrative actions by the FCC with respect to any Station or such Station's operation other than proceedings affecting the broadcasting industry generally. Except as disclosed in Schedule 7.4, the Sellers are not subject to any outstanding judgment or order of the FCC relating to any Station. Each Station is being operated in accordance with the terms and conditions of the Station Licenses which are applicable to such Station, and all rules, regulations and policies of the FCC. All ownership reports, employment reports and other reports and documents required to be filed by the Sellers with the FCC have been timely filed; such items as are required to be placed in each Station's local public files have been placed in such files; all proofs of performance and measurements that are required to be made by the Sellers with respect to each Station's transmission facilities have been completed and filed at the applicable Station; and all information contained in the foregoing documents is true, complete and correct. (c) To the Sellers' Knowledge, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules and regulations of the FCC, would disqualify Toledo License as the assignor of any of the Station Licenses.

FCC Authorizations. (a) Schedule 7.4 contains a true and complete list Section 4.15(a) of the Disclosure Schedule sets forth the FCC Authorizations held by the Station LicensesSubs (including the licensee name, including their expiration datescall sign, FCC file number, community of license, type of license, and there are no other licensesexpiration date). Such FCC Authorizations include all of the licenses and authorizations required under the Communications Act, permits or other authorizations from Governmental Entities or regulatory authorities required the rules, regulations and policies of the FCC for the lawful conduct operation of the business and operation of any Station in the manner and to the full extent that such Station is now Blue Chip Stations as currently conducted. The Sellers have delivered to the Buyers true and complete copies of the Station Licenses, including any and all amendments and other modifications thereto. The Station Licenses and other licenses, permits and authorizations listed in Schedule 7.4 were validly issued and are validly held by the Sellers, FCC Authorizations are in full force and effect and are unimpaired have not been revoked, suspended, canceled, rescinded or terminated and have not expired. There is not pending or, to the Company's Knowledge, threatened, any action by or before the FCC to revoke, suspend, cancel, rescind or modify any act or omission of the Sellers, their shareholders, officers, directors, employees or agentsFCC Authorizations (other than proceedings to amend FCC rules of general applicability), and except as disclosed in Schedule 7.4there is not now issued or outstanding, none or pending or, to the Company's Knowledge, threatened, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability or notice of forfeiture. To the foregoing Company's Knowledge, there is subject to any restriction or condition which would limit in any respect the full operation of the Stations as not now operated. The Sellers have no reason to believe that before the FCC will not renew any pending or threatened complaint, or other adverse or potentially adverse action against the Station Licenses in Blue Chip Companies or the ordinary courseBlue Chip Stations. (b) Except as disclosed in Schedule 7.4 All material reports and except for filings required to be filed with, and all regulatory fees required to be paid to, the FCC Applications, there are no applications, complaints or proceedings pending or, to the Sellers' Knowledge, threatened before the FCC relating to the business or operation of any Station or that may result in the revocation, modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending application or the imposition of any fines, forfeitures, or other administrative actions by the FCC Blue Chip Companies with respect to any Station or such Station's operation other than proceedings affecting the broadcasting industry generally. Except as disclosed in Schedule 7.4, the Sellers are not subject to any outstanding judgment or order of the FCC relating to any Station. Each Station is being operated in accordance with the terms Blue Chip Stations have been timely filed and conditions of the Station Licenses which are applicable to such Stationpaid, and all such reports and filings are accurate and complete in all material respects. The Blue Chip Companies maintain public files for the Blue Chip Stations which are in material compliance with FCC rules. With respect to FCC licenses, permits and authorizations, the Blue Chip Companies are operating only those facilities for which an appropriate FCC Authorization has been obtained and is in effect, and the Blue Chip Companies are meeting all of the material conditions of each such FCC Authorization. The Blue Chip Stations are operating in compliance in all material respects with the FCC Authorizations, the Communications Act, and the rules, regulations and policies of the FCC. All ownership reports, employment reports and other reports and documents required to be filed by the Sellers with the FCC have been timely filed; such items as are required to be placed in each Station's local public files have been placed in such files; all proofs of performance and measurements that are required to be made by the Sellers with respect to each Station's transmission facilities have been completed and filed at the applicable Station; and all information contained in the foregoing documents is true, complete and correct. (c) To The Company is not aware of any facts indicating that the Sellers' KnowledgeStockholders, there the Blue Chip Companies or the Blue Chip Stations are not in compliance with all rules, regulations, policies, and other requirements of the FCC, the Communications Act, or any other applicable federal, state and local statutes, regulations and ordinances. The Company is not aware of any facts and the Company has received no facts whichnotice or communication, formal or informal, indicating that the FCC is considering revoking, suspending, canceling, rescinding or terminating any FCC Authorization. (d) The operation of the Blue Chip Stations does not cause or result in exposure of workers or the general public to levels of radio frequency radiation in excess of the "Radio Frequency Protection Guides" recommended in "American National Standard Safety Levels with Respect to Human Exposure to Radio Frequency Electromagnetic Fields 3 kHz to 300 GHz" (ANSI/IEEE C95.1-1992) issued by the American National Standards Institute, adopted by the FCC effective October 15, 1997, and described in OET Bulletin No. 65. Renewal of the FCC Authorizations would not constitute a "major action" within the meaning of (S)1.1301, et seq., of the FCC's rules. (e) Each communications tower structure used in the operation of the Blue Chip Stations has (to the Company's Knowledge with respect to leased communications tower structures) been registered under the Communications Act of 1934, as amended, or the existing rules and regulations of the FCC, would disqualify Toledo License as and the assignor Federal Aviation Administration has issued a determination of any of the Station Licensesno hazard to air navigation with respect to each such tower for which such a determination is required.

FCC Authorizations. (a) Schedule 7.4 1.2(a) contains a true and complete list of the Station --------------- Licenses, including their expiration dates, and there are no other licenses, permits or other authorizations from Governmental Entities or regulatory authorities required for the lawful conduct of the business and operation of any Station in the manner and to the full extent that such Station is now conducted. The Sellers have Seller has delivered to the Buyers Buyer true and complete copies of the Station Licenses, including any and all amendments and other modifications thereto. The Station Licenses and other licenses, permits and authorizations listed in Schedule 7.4 were validly issued and 1.2(a) are (i) validly held by the Sellers--------------- Seller, and are in full force and effect and are unimpaired by any act or omission of the Sellers, their shareholders, officers, directors, employees or agentseffect, and except as disclosed in Schedule 7.4, -------- 1.2 (a) to Seller's knowledge none of the foregoing is subject to any restriction or condition ------- which would limit in any respect the full operation of the Stations Station as now operatedoperated and (ii) constitute all the licenses and authorizations issued by the FCC to Seller that are utilized solely in connection with the current operation of the Station. The Sellers have Seller has no knowledge of any condition imposed by the FCC as part of any Station License which is neither set forth on the face thereof as issued by the FCC nor contained in the FCC's rules applicable generally to stations of the type, nature, class or location of the Station. Except as disclosed on Schedule 1.2(a), the Station is being operated at full authorized power, in material compliance with the terms and conditions of the Station Licenses applicable to it and in material compliance with all rules and regulations of the FCC. Seller has no reason to believe that the FCC will not renew the Station Licenses in the ordinary course. (b) Except as disclosed in Schedule 7.4 and except for the FCC Applications1.2(a), there are no applications, --------------- complaints or proceedings pending or, to the Sellers' Knowledgebest of Seller's knowledge, threatened before the FCC relating to the business or operation of any the Station or that may result in the revocation, modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending application or the imposition of any fines, forfeitures, or other administrative actions by the FCC with respect to any the Station or such Station's its operation other than proceedings affecting the broadcasting industry generally. Except as disclosed in Schedule 7.41.2(a), the Sellers are Seller is not --------------- subject to any outstanding judgment or order of the FCC relating to any the Station. Each To Seller's knowledge, the Station is being operated in all material respects in accordance with the terms and conditions of the Station Licenses which are applicable to such StationLicenses, the underlying construction permits, the Communications Act of 1934, as amended, and all rules, regulations and policies of the FCC. All ownership reports, employment reports and other reports and documents required to be filed by the Sellers with the FCC have been timely filed; such items as are required to be placed in each Station's local public files have been placed in such files; all proofs of performance and measurements that are required to be made by the Sellers with respect to each Station's transmission facilities have been completed and filed at the applicable Station; and all information contained in the foregoing documents is true, complete and correct. (c) To the Sellers' Knowledgeknowledge of Seller, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules and regulations of the FCC, would disqualify Toledo License Seller as the assignor of any of the Station Licenses. (d) Seller has complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the Station, and all such reports, applications and documents are complete and correct in all material respects. The "Public Inspection File" of the Station is complete and in substantial and material compliance with Section 73.3526 of the Rules and Regulations.

FCC Authorizations. (a) Schedule 7.4 contains a true The Parent Company and complete list of the Station Licensesits Subsidiaries hold such validly issued FCC main station and associated auxiliary, including their expiration dates, translator and there are no other licenses, permits or other authorizations from Governmental Entities or regulatory authorities required for the lawful conduct of the business and operation of any Station in the manner and to the full extent that such Station is now conducted. The Sellers have delivered to the Buyers true and complete copies of the Station Licenses, including any and all amendments and other modifications thereto. The Station Licenses and other licenses, permits booster licenses and authorizations listed in Schedule 7.4 were validly issued and (collectively, the "FCC Authorizations"), as are validly held by necessary to operate the SellersRadio Stations as they are currently operated, are each of which is in full force and effect effect. The FCC main station licenses for Radio Stations held or to be held on and are unimpaired by any act or omission as of the SellersClosing Date by the Parent Company, the Borrower or any of their shareholdersSubsidiaries (collectively, officersthe "Main Station Licenses") are listed in Section 6.22(a) of the Disclosure Schedule, directors, employees each of which Main Station Licenses has the expiration date indicated in Section 6.22(a) of the Disclosure Schedule. Each Radio Station is operated by the Borrower or agentsits Subsidiaries in all material respects (i) in accordance with the material terms and conditions of the FCC Authorizations applicable to it, and except as disclosed (ii) in Schedule 7.4, none accordance with the rules and regulations of the foregoing is subject to any restriction or condition which would limit FCC and the Communications Act of 1934, as amended (the "Communications Act"). Except as otherwise described in any respect the full operation Section 6.22(b) of the Stations as now operated. The Sellers have Disclosure Schedule, no reason to believe that the FCC will not renew the Station Licenses in the ordinary course. (b) Except as disclosed in Schedule 7.4 and except for the FCC Applications, there proceedings are no applications, complaints or proceedings pending or, to the Sellers' Knowledgeknowledge of the Parent Company or the Borrower, threatened before the FCC relating which may reasonably be expected to the business or operation of any Station or that may result in the revocation, modification, non-renewal or suspension of any of the Main Station Licenses, the denial of any pending application applications, the issuance of any cease and desist orders or the imposition of any material fines, forfeitures, forfeitures or other administrative actions by the FCC with respect to any Station the Radio Stations or such Station's operation their operation, other than proceedings affecting the radio broadcasting industry generallyin general. Except as disclosed otherwise described in Schedule 7.4, the Sellers are not subject to any outstanding judgment or order Section 6.22(c) of the FCC relating Disclosure Schedule, neither the Parent Company nor the Borrower has knowledge of any matters (A) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Station. Each Station is being operated in accordance with the terms and conditions of the Main Station Licenses which are applicable to such Station, and all rules, regulations and policies or the imposition of the FCC. All ownership reports, employment reports and other reports and documents required to be filed any material fines or forfeitures by the Sellers with the FCC have been timely filed; such items as are required upon any Credit Party, or (B) which could reasonably be expected to be placed in each Station's local public files have been placed in such files; all proofs of performance and measurements that are required to be made by the Sellers with respect to each Station's transmission facilities have been completed and filed at the applicable Station; and all information contained result in the foregoing documents is true, complete and correct. (c) To the Sellersmodification or revocation of any Radio Stations' Knowledge, there are no facts which, authorization to operate as currently authorized under the Communications Act of 1934, as amended, or the existing rules and regulations of the FCC, would disqualify Toledo License as the assignor of any of the Station Licenses.

FCC Authorizations. (a) Schedule 7.4 contains a true and complete list of the Station Licenses, including their expiration dates, and there are no other licenses, permits or other authorizations from Governmental Entities or regulatory authorities required for the lawful conduct of the business and operation of any Station in the manner and to the full extent that such Station is now conducted. The Sellers have delivered to the Buyers true and complete copies of the Station Licenses, including any and all amendments and other modifications thereto. The Station Licenses and other licenses, permits and authorizations listed in Schedule 7.4 were validly issued and are validly FCC Authorizations held by Parent or the Sellers, Parent Subsidiaries are in full force and effect and are unimpaired by any act have not been revoked, suspended, canceled, rescinded or omission of the Sellers, their shareholders, officers, directors, employees or agentsterminated and have not expired, and except as disclosed in Schedule 7.4, none of the foregoing is are not subject to any restriction material conditions except for conditions applicable to radio broadcast licenses generally or condition which would limit in any respect as otherwise disclosed on the face of such FCC Authorizations and have been issued for the full operation terms. Parent and the Parent Subsidiaries are operating, and have operated the Parent Stations in compliance in all material respects with the terms of Parent or the Parent Subsidiaries’ FCC Authorizations, the Communications Act, and FCC rules and policies, and Parent and the Parent Subsidiaries have, in all material respects, timely filed all material applications, reports and other FCC disclosures required by FCC rules and policies to be filed with respect to the Parent Stations and have, in all material respects, timely paid all FCC regulatory fees with respect thereto. Except for administrative rulemakings before the FCC, pending legislative proposals in the United States Congress, or other governmental proceedings affecting the broadcast industry generally, there is not pending or, to the knowledge of Parent, threatened by or before the FCC or any court of competent jurisdiction any proceeding, notice of violation, order of forfeiture or complaint or investigation against or relating to Parent or any Parent Subsidiaries, or any of the Stations as now operated. The Sellers have no reason to believe that the FCC will not renew the Station Licenses in the ordinary courseParent Stations. (b) Except as disclosed Section 4.12(b) of the Parent Disclosure Letter sets forth a list of all Arbitron-rated markets where the number of total radio stations or the number of radio stations in Schedule 7.4 and except for a particular radio service (AM or FM) owned by Parent or any Parent Subsidiary (or in which Parent or any Parent Subsidiary otherwise holds an attributable ownership interest under the FCC ApplicationsMedia Ownership Rules) exceeds the current ownership limits set forth in the FCC Media Ownership Rules. Such list includes the total number of radio stations in each such market, there are no applicationsthe number of radio stations in which a single Person may hold an attributable ownership interest under the FCC Media Ownership Rules in that market, complaints or proceedings pending or, and an identification of the radio stations in the market attributable to the Sellers' Knowledge, threatened before the FCC relating to the business or operation of any Station or that may result in the revocation, modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending application or the imposition of any fines, forfeitures, or other administrative actions by the FCC with respect to any Station or such Station's operation other than proceedings affecting the broadcasting industry generally. Except as disclosed in Schedule 7.4, the Sellers are not subject to any outstanding judgment or order of the FCC relating to any Station. Each Station is being operated in accordance with the terms and conditions of the Station Licenses which are applicable to such Station, and all rules, regulations and policies of the FCC. All ownership reports, employment reports and other reports and documents required to be filed by the Sellers with the FCC have been timely filed; such items as are required to be placed in each Station's local public files have been placed in such files; all proofs of performance and measurements that are required to be made by the Sellers with respect to each Station's transmission facilities have been completed and filed at the applicable Station; and all information contained in the foregoing documents is true, complete and correctParent. (c) To Parent and the Sellers' KnowledgeParent Subsidiaries are in compliance in all material respects with all requirements of FAA with respect to the construction and/or alteration of the Parent Stations’ antenna structures, there and, where required, FAA “no hazard” determinations for each antenna structure have been obtained, and where required, each antenna structure has been registered with the FCC. (d) Parent and the Parent Subsidiaries are no facts which, entities legally and financially qualified under the Communications Act to enter into this Agreement and to hold the FCC Authorizations held by the Company Subsidiaries. Neither Parent nor the Parent Subsidiaries have any knowledge of 1934any fact that would, as amendedunder existing law (including the Communications Act) and existing rules, or the existing rules regulations and regulations practices of the FCC, would disqualify Toledo License Parent or the Parent Subsidiaries as the assignor of any a transferee of the Station LicensesFCC Authorizations held by Company Subsidiaries.

FCC Authorizations. (a) Schedule 7.4 contains a true Parent and complete list of the Station Licensesits Subsidiaries hold such validly issued FCC main station and associated auxiliary, including their expiration dates, translator and there are no other licenses, permits or other authorizations from Governmental Entities or regulatory authorities required for the lawful conduct of the business and operation of any Station in the manner and to the full extent that such Station is now conducted. The Sellers have delivered to the Buyers true and complete copies of the Station Licenses, including any and all amendments and other modifications thereto. The Station Licenses and other licenses, permits booster radio licenses and authorizations listed in Schedule 7.4 were validly issued and as are validly held by necessary to operate the SellersRadio Stations as they are currently operated (collectively, are the "FCC Authorizations"), each of which is in full force and effect. The FCC main station licenses for Radio Stations to be held by Parent and its Subsidiaries, after giving effect and are unimpaired by any act or omission to all elements of the SellersTransaction that are closing or being consummated as of or on the Initial Borrowing Date (collectively, their shareholdersthe "Main Station Licenses") are listed on Schedule VII, officerseach of which FCC Authorizations has the expiration date indicated on Schedule VII. Neither Parent, directors, employees or agents, Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC Authorizations which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and except as disclosed in Schedule 7.4, none regulations of the foregoing is subject FCC applicable generally to any restriction or condition which would limit in any respect the full operation radio stations of the Stations as now operatedtype, nature, class or location of each Radio Station. The Sellers have no reason to believe that Each Radio Station is operated by Parent and its Subsidiaries in all material respects (i) in accordance with the terms and conditions of the FCC will not renew Authorizations applicable to it and (ii) in accordance with the Station Licenses in the ordinary course. (b) Except as disclosed in Schedule 7.4 rules and except for regulations of the FCC Applicationsand the Communications Act of 1934, there as amended (the "Communications Act"). No proceedings are no applications, complaints or proceedings pending or, to the Sellers' Knowledgeknowledge of Parent, Holdings or the Borrower, are threatened before the FCC relating which may reasonably be expected to the business or operation of any Station or that may result in the revocation, modification, non-renewal or suspension of any of the Station LicensesFCC Authorizations, the denial of any pending application applications, the issuance of any cease and desist order or the imposition of any material fines, forfeitures, forfeitures or other administrative actions by the FCC with respect to any Station the Radio Stations or such Station's operation their operation, other than proceedings affecting the radio broadcasting industry generallyin general. Except as disclosed in Schedule 7.4Reports, the Sellers are not subject to any outstanding judgment or order of the FCC relating to any Station. Each Station is being operated in accordance with the terms and conditions of the Station Licenses which are applicable to such Station, and all rules, regulations and policies of the FCC. All ownership reports, employment reports applications and other reports and documents required to be filed by any Credit Party or any Subsidiary of the Sellers Borrower with the FCC have been timely filed; such items as are required to be placed in each Station's local public files have been placed in such files; all proofs of performance and measurements that are required to be made by the Sellers with respect to each Station's transmission facilities the Radio Stations have in all material respects been completed and timely filed at the applicable Station; and all information contained such reports, applications and documents are true, correct and complete in all material respects, and neither Parent, Holdings nor the Borrower has knowledge of any matters (i) which could reasonably be expected to result in the foregoing documents is true, complete and correct. suspension or revocation of or the refusal to renew any of the FCC Authorizations or the imposition of any material fines or forfeitures by the FCC upon any Credit Party or any Subsidiary of the Borrower or (cii) To which could reasonably be expected to result in the Sellersmodification or revocation of any Radio Stations' Knowledge, there are no facts which, authorization to operate as currently authorized under the Communications Act of 1934, as amended, or the existing rules and regulations of the FCC, would disqualify Toledo License as . There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the assignor of FCC with respect to any of the Radio Station Licensesor its operations.

FCC Authorizations. (a) Schedule 7.4 contains a true and complete list The Station Subs are the holders of the Station LicensesFCC Authorizations listed and described on Schedule 2.10. Such FCC Authorizations constitute all of ------------- the licenses and authorizations required under the Communications Act of 1934, including their expiration datesas amended (the "Communications Act"), or the rules, regulations and policies of the FCC for, and there are no other licenses, permits or other authorizations from Governmental Entities or regulatory authorities required for the lawful conduct of the business and operation of any Station used in the manner and to operation of, the full extent that such Station is now conductedXxxxx Stations. The Sellers have delivered to the Buyers true and complete copies of the Station Licenses, including any and all amendments and other modifications thereto. The Station Licenses and other licenses, permits and authorizations listed in Schedule 7.4 were validly issued and are validly held by the Sellers, FCC Authorizations are in full force and effect and are unimpaired have not been revoked, suspended, canceled, rescinded or terminated and have not expired. There is not pending or threatened any action by or before the FCC to revoke, suspend, cancel, rescind or modify any act or omission of the Sellers, their shareholders, officers, directors, employees or agentsFCC Authorizations (other than proceedings to amend FCC rules of general applicability), and except as disclosed in Schedule 7.4there is not now issued or outstanding or pending or threatened, none by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or notice of forfeiture or complaint against the foregoing is subject to any restriction Xxxxx Companies or condition which would limit in any respect the full operation of the Stations as now operated. The Sellers have no reason to believe that the FCC will not renew the Station Licenses in the ordinary courseXxxxx Stations. (b) Except as disclosed set forth in Schedule 7.4 2.10: (i) all reports and except for ------------- filings required to be filed with, and all regulatory fees required to be paid to, the FCC Applications, there are no applications, complaints or proceedings pending or, to the Sellers' Knowledge, threatened before the FCC relating to the business or operation of any Station or that may result in the revocation, modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending application or the imposition of any fines, forfeitures, or other administrative actions by the FCC Xxxxx Companies with respect to any Station or the Xxxxx Stations have been timely filed and paid; (ii) all such Station's operation other than proceedings affecting reports and filings are accurate and complete; (iii) the broadcasting industry generally. Except Xxxxx Companies maintain public files for the Xxxxx Stations as disclosed in Schedule 7.4required by FCC rules; (iv) with respect to FCC licenses, permits and authorizations, the Sellers Xxxxx Companies are not subject to any outstanding judgment or order operating only those facilities for which an appropriate FCC Authorization has been obtained and is in effect, and the Xxxxx Companies are meeting the conditions of each such FCC Authorization; and (v) the Xxxxx Stations are operating in compliance in all material respects with the FCC relating to any Station. Each Station is being operated in accordance with Authorizations, the terms and conditions of the Station Licenses which are applicable to such StationCommunications Act, and all the rules, regulations and policies of the FCC. All ownership reports, employment reports and other reports and documents required to be filed by the Sellers with the FCC have been timely filed; such items as are required to be placed in each Station's local public files have been placed in such files; all proofs of performance and measurements that are required to be made by the Sellers with respect to each Station's transmission facilities have been completed and filed at the applicable Station; and all information contained in the foregoing documents is true, complete and correct. (c) To The Majority Shareholder and the Sellers' Knowledge, there Xxxxx Companies are aware of no facts whichindicating that the Shareholders, the Xxxxx Companies or the Xxxxx Stations are not in compliance with all requirements of the FCC, the Communications Act, or any other applicable federal, state and local statutes, regulations and ordinances. The Majority Shareholder and the Xxxxx Companies are aware of no facts and Company has received no notice or communication, formal or informal, indicating that the FCC is considering revoking, suspending, canceling, rescinding or terminating any FCC Authorization. (e) Each communications tower structure used in the operation of the Xxxxx Stations (whether owned or leased) has been registered under the Communications Act of 1934, as amended, or the existing rules and regulations of the FCC, would disqualify Toledo License as and the assignor Federal Aviation Administration has issued a determination of any of the Station Licensesno hazard to air navigation with respect to each such tower for which such a determination is required.

FCC Authorizations. (a) Schedule 7.4 contains a true and complete list of Seller is the Station Licenses, including their expiration dates, and there are no other licenses, permits or other authorizations from Governmental Entities or regulatory authorities required for the lawful conduct of the business and operation of any Station in the manner and to the full extent that such Station is now conducted. The Sellers have delivered to the Buyers true and complete copies of the Station Licenses, including any and all amendments and other modifications thereto. The Station Licenses and other licenses, permits and authorizations listed in Schedule 7.4 were validly issued and are validly held by the Sellers, are in full force and effect and are unimpaired by any act or omission of the Sellers, their shareholders, officers, directors, employees or agents, and except as disclosed in Schedule 7.4, none of the foregoing is subject to any restriction or condition which would limit in any respect the full operation of the Stations as now operated. The Sellers have no reason to believe that the FCC will not renew the Station Licenses in the ordinary course. (b) Except as disclosed in Schedule 7.4 and except for the FCC Applications, there are no applications, complaints or proceedings pending or, to the Sellers' Knowledge, threatened before the FCC relating to the business or operation of any Station or that may result in the revocation, modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending application or the imposition of any fines, forfeitures, or other administrative actions by the FCC with respect to any Station or such Station's operation other than proceedings affecting the broadcasting industry generally. Except as disclosed in Schedule 7.4, the Sellers are not subject to any outstanding judgment or order holder of the FCC relating to any StationAuthorizations listed and described on Schedule 1.1(a). Each Station is being operated in accordance with the terms and conditions Such FCC Authorizations constitute all of the Station Licenses which are applicable to such Station, licenses --------------- and all rules, regulations and policies of the FCC. All ownership reports, employment reports and other reports and documents authorizations required to be filed by the Sellers with the FCC have been timely filed; such items as are required to be placed in each Station's local public files have been placed in such files; all proofs of performance and measurements that are required to be made by the Sellers with respect to each Station's transmission facilities have been completed and filed at the applicable Station; and all information contained in the foregoing documents is true, complete and correct. (c) To the Sellers' Knowledge, there are no facts which, under the Communications Act of 1934, as amendedamended (the "Communications Act"), or the existing rules and regulations of the FCC for, and used in the operation of, the Station. The FCC Authorizations are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired. There is not pending or to the knowledge of Seller threatened any action by or before the FCC to revoke, suspend, cancel, rescind or modify any of the FCC Authorizations (other than proceedings to amend FCC rules of general applicability), and there is not now issued or outstanding or pending or to the knowledge of Seller threatened, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or notice of forfeiture or complaint against Seller or the Station. The Station is operating in material compliance with the FCC Authorizations, the Communications Act, and the rules and regulations of the FCC. (b) All reports and filings required to be filed with, and all regulatory fees required to be paid to, the FCC by Seller with respect to the Station (including without limitation all required equal employment opportunity reports) have been timely filed and paid. All such reports and filings are accurate and complete. Seller maintains a public file for the Station as required by FCC rules in all material respects. With respect to FCC licenses, permits and authorizations, Seller is operating only those facilities for which an appropriate FCC Authorization has been obtained and is in effect, or otherwise as allowed by law or regulation and Seller is in material compliance with the conditions of each such FCC Authorization. (c) Seller is aware of no facts indicating that Seller is not in compliance with all material requirements of the FCC, the Communications Act, or any other applicable federal, state and local statutes, regulations and ordinances. Seller is aware of no facts and Seller has received no notice or communication, formal or informal, indicating that the FCC is considering revoking, suspending, canceling, rescinding or terminating any FCC Authorization. (d) The operation of the Station does not cause or result in exposure of workers or the general public to levels of radio frequency radiation in excess of the "Radio Frequency Protection Guides" recommended in "American National Standard Safety Levels with Respect to Human Exposure to Radio Frequency Electromagnetic Fields 3 kHz to 300 GHz" (ANSI/IEEE C95.1-1992) issued by the American National Standards Institute, adopted by the FCC effective October 15, 1997, and described in OET Bulletin No. 65. Renewal of the FCC Authorizations would not constitute a significant environmental impact within the meaning of Section 1.1307, of the FCC's rules written as it exists on the date of this Agreement. (e) Each communications tower structure used in the operation of the Station (whether owned or leased) has been registered under the rules and regulations of the FCC, would disqualify Toledo License as and the assignor Federal Aviation Administration has issued a determination of any of the Station Licensesno hazard to air navigation with respect to each such tower for which such a determination is required.

FCC Authorizations. (a) Schedule 7.4 contains a true The Companies and complete list of the Station Licenses, including their expiration dates, and there Subsidiaries are no other licenses, permits or other authorizations from Governmental Entities or regulatory authorities required for the lawful conduct of the business and operation of any Station in the manner and to the full extent that such Station is now conducted. The Sellers have delivered to the Buyers true and complete copies of the Station Licenses, including any and all amendments and other modifications thereto. The Station Licenses and other licenses, permits and authorizations listed in Schedule 7.4 were validly issued and are validly held by the Sellers, are in full force and effect and are unimpaired by any act or omission of the Sellers, their shareholders, officers, directors, employees or agents, and except as disclosed in Schedule 7.4, none of the foregoing is subject to any restriction or condition which would limit in any respect the full operation of the Stations as now operated. The Sellers have no reason to believe that the FCC will not renew the Station Licenses in the ordinary course. (b) Except as disclosed in Schedule 7.4 and except for the FCC Applications, there are no applications, complaints or proceedings pending or, to the Sellers' Knowledge, threatened before the FCC relating to the business or operation of any Station or that may result in the revocation, modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending application or the imposition of any fines, forfeitures, or other administrative actions by the FCC with respect to any Station or such Station's operation other than proceedings affecting the broadcasting industry generally. Except as disclosed in Schedule 7.4, the Sellers are not subject to any outstanding judgment or order holders of the FCC relating to any Station. Each Station is being operated in accordance with the terms Authorizations as listed and conditions described on Schedule 1.1(a) of the Station Licenses which are applicable to such Station, Disclosure Schedules and all rules, regulations and policies the expiration date of the FCCterm of each FCC Authorization is shown thereon. All ownership reports, employment reports Such FCC Authorizations constitute all of the licenses and other reports and documents authorizations required to be filed by the Sellers with the FCC have been timely filed; such items as are required to be placed in each Station's local public files have been placed in such files; all proofs of performance and measurements that are required to be made by the Sellers with respect to each Station's transmission facilities have been completed and filed at the applicable Station; and all information contained in the foregoing documents is true, complete and correct. (c) To the Sellers' Knowledge, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, orders and published policies of the FCC (collectively, the “Communications Act”) for, and used in the operation of, the businesses of the Companies and the Subsidiaries. The Stations are licensed by the FCC to operate, and are operating, with the facilities authorized by the FCC Authorizations, including the Reduced Power Digital STAs. The FCC Authorizations are in full force and effect, are not subject to any conditions other than those that are imposed by the general rules and regulations policies of the FCC or that appear on such FCC Authorizations, and have not been revoked, suspended, canceled, rescinded or terminated and have not expired. There is not pending or, to the Knowledge of Seller, threatened any action by or before the FCC to revoke, suspend, cancel, rescind, modify or refuse to renew any of the FCC Authorizations (other than proceedings to amend FCC rules of general applicability), and, except as set forth on Schedule 5.19 of the Disclosure Schedules, there is not now issued or outstanding or pending or, to the Knowledge of Seller, threatened, by or before the FCC, would any order to show cause, notice of violation, notice of apparent liability, notice of forfeiture or complaint, and there are no unsatisfied or otherwise outstanding orders to show cause, notices of violation, notices of apparent liability, notices of forfeiture or complaints issued by the FCC against Seller, the Companies or the Subsidiaries. Except as set forth on Schedule 5.19 of the Disclosure Schedules, the Companies and the Subsidiaries are operating in material compliance with the FCC Authorizations and the Communications Act. (b) The Stations have been assigned channels by the FCC for the provision of digital television (“DTV”) service. The channel assignments have not been vacated, reversed, stayed, set aside, annulled or suspended, nor are they subject to any pending appeal, request for stay, or petition for rehearing, reconsideration or review by any Person or by the FCC on its own motion, and the time for filing any appeal, request, petition, or similar document for the reconsideration or review by the FCC on its own motion has expired. With the exception of a FCC proceeding to adopt a final digital television table of allotments, to the Knowledge of Seller, there are no pending or anticipated petitions for rulemaking or notices of proposed rulemaking to reallocate the digital television allotment of the Stations or, to the Knowledge of Seller, to reallocate the digital or analog television allotment of any other station in a manner that could have a Material Adverse Effect. WAPA-TV and WJPX are operating full power DTV facilities on their respective assigned DTV channels and have been granted DTV licenses for such operation by the FCC. The FCC Authorizations listed on Schedule 1.1(a) of the Disclosure Schedules include all authorizations necessary to operate the DTV facilities on the assigned channels as they are presently being operated, including the Reduced Power Digital STAs. Schedule 1.1(a) includes a chart setting forth the complete and current status of the Stations’ digital television operations and FCC Authorizations. For the avoidance of doubt, the representations in Sections 5.19(a), 5.19(c) and 5.19(d) are also made with respect to the digital operations and FCC Authorizations of the Companies and the Subsidiaries. No additional actions are required to be taken, including construction or improvement of facilities or procurement or installation of equipment, or rights or Permits are required to be obtained, in order for the DTV facilities to meet all requirements established by the Communications Act with respect to DTV service, regardless of whether such requirements are currently in effect, except for the requirement to increase the output power of the transmitters used with the Stations currently operating pursuant to the Reduced Power Digital STAs on or before the deadline for completing the digital transition. (c) Except for the approval of the renewal application for the FCC Authorization for WNJX-TV or the waiver thereof, no fact or circumstance that would, under the Communications Act, disqualify Toledo License or preclude Seller, the Companies or the Subsidiaries from transferring control of the FCC Authorizations to Purchaser or a wholly-owned subsidiary of Purchaser, assuming Purchaser or a wholly-owned subsidiary of Purchaser is fully qualified as the assignor transferee of the FCC Authorizations. There are no proceedings, complaints, notices of forfeiture, claims, or investigations pending or, to the Knowledge of Seller, threatened, against Seller, any of the Station LicensesCompanies or Subsidiaries, or any officer, director, or shareholder of Seller, the Companies or the Subsidiaries, that would materially impair the ability of Seller to transfer control of the FCC Authorizations to Purchaser or which would materially impede Seller’s ability to prosecute the application for the FCC Consent or seek the grant of the FCC Consent. (d) All material reports and filings required to be filed with, and all regulatory fees required to be paid to, the FCC by or for the Companies or the Subsidiaries (including, without limitation, all required equal employment opportunity reports) have been timely filed and paid. All such reports and filings are accurate and substantially complete as of the date made.

FCC Authorizations. (a) Schedule 7.4 contains a true The Parent Company and complete list of the Station Licensesits Subsidiaries hold such validly issued FCC main station and associated auxiliary, including their expiration dates, translator and there are no other licenses, permits or other authorizations from Governmental Entities or regulatory authorities required for the lawful conduct of the business and operation of any Station in the manner and to the full extent that such Station is now conducted. The Sellers have delivered to the Buyers true and complete copies of the Station Licenses, including any and all amendments and other modifications thereto. The Station Licenses and other licenses, permits booster radio licenses and authorizations listed in Schedule 7.4 were validly issued and (collectively, the "FCC AUTHORIZATIONS"), as are validly held by necessary to operate the SellersRadio Stations as they are currently operated, are each of which is in full force and effect. The FCC main station licenses for Radio Stations held or to be held by the Parent Company, the Borrower or their Subsidiaries, after giving effect and are unimpaired by any act or omission to all elements of the SellersTransactions that are closing or being consummated on or as of the Closing Date (collectively, their shareholdersthe "MAIN STATION LICENSES"), officersare listed in SECTION 6.23 of the DISCLOSURE SCHEDULE, directorseach of which FCC Authorizations has the expiration 91 date indicated in SECTION 6.23 of the DISCLOSURE SCHEDULE. Neither the Parent Company nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC Authorization which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally to radio stations of the type, employees nature, class or agentslocation of each Radio Station. Each Radio Station is operated by the Borrower or its Subsidiaries in all material respects (i) in accordance with the terms and conditions of the FCC Authorizations applicable to it, and except as disclosed (ii) in Schedule 7.4, none accordance with the rules and regulations of the foregoing is subject to any restriction or condition which would limit FCC and the Communications Act of 1934, as amended (the "COMMUNICATIONS ACT"). Except as otherwise described in any respect the full operation SECTION 6.23 of the Stations as now operated. The Sellers have DISCLOSURE SCHEDULE, no reason to believe that the FCC will not renew the Station Licenses in the ordinary course. (b) Except as disclosed in Schedule 7.4 and except for the FCC Applications, there proceedings are no applications, complaints or proceedings pending or, to the Sellers' Knowledgeknowledge of the Parent Company or the Borrower, threatened before the FCC relating which may reasonably be expected to the business or operation of any Station or that may result in the revocation, modification, non-renewal or suspension of any of the Station LicensesFCC Authorizations, the denial of any pending application applications, the issuance of any cease and desist orders or the imposition of any material fines, forfeitures, forfeitures or other administrative actions by the FCC with respect to any Station the Radio Stations or such Station's operation their operation, other than proceedings affecting the radio broadcasting industry generallyin general. Except as disclosed in Schedule 7.4Reports, the Sellers are not subject to any outstanding judgment or order of the FCC relating to any Station. Each Station is being operated in accordance with the terms and conditions of the Station Licenses which are applicable to such Station, and all rules, regulations and policies of the FCC. All ownership reports, employment reports applications and other reports and documents required to be filed by any Credit Party or any Subsidiary of the Sellers Parent Company or of the Borrower with the FCC have been timely filed; such items as are required to be placed in each Station's local public files have been placed in such files; all proofs of performance and measurements that are required to be made by the Sellers with respect to each Station's transmission facilities the Radio Stations have in all material respects been completed and timely filed at the applicable Station; and all information contained such reports, applications and documents are true, correct and complete in all material respects, and, except as otherwise described in SECTION 6.23 of the DISCLOSURE SCHEDULE, neither the Parent Company nor the Borrower has knowledge of any matters (A) which could reasonably be expected to result in the foregoing documents is truesuspension or revocation of or the refusal to renew any of the FCC Authorizations or the imposition of any material fines or forfeitures by the FCC upon any Credit Party or any Subsidiary of the Parent Company or of the Borrower, complete and correct. or (cB) To which could reasonably be expected to result in the Sellersmodification or revocation of any Radio Stations' Knowledge, there are no facts which, authorization to operate as currently authorized under the Communications Act of 1934, as amended, or the existing rules and regulations of the FCC, would disqualify Toledo License . Except as the assignor of any otherwise described in SECTION 6.23 of the DISCLOSURE SCHEDULE, there are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Radio Station Licensesor its operations.

FCC Authorizations. (a) Schedule 7.4 contains a true Parent and complete list of the Station Licensesits Subsidiaries hold such validly issued FCC main station and associated auxiliary, including their expiration dates, translator and there are no other licenses, permits or other authorizations from Governmental Entities or regulatory authorities required for the lawful conduct of the business and operation of any Station in the manner and to the full extent that such Station is now conducted. The Sellers have delivered to the Buyers true and complete copies of the Station Licenses, including any and all amendments and other modifications thereto. The Station Licenses and other licenses, permits booster radio licenses and authorizations listed in Schedule 7.4 were validly issued and as are validly held by necessary to operate the SellersRadio Stations as they are currently operated (collectively, are the "FCC Authorizations"), each of which is in full force and effect. The FCC main station licenses for Radio Stations to be held by Parent and its Subsidiaries, after giving effect and are unimpaired by any act or omission to all elements of the SellersTransaction that are closing or being consummated as of or on the Initial Borrowing Date (collectively, their shareholdersthe "Main Station Licenses") are listed on Schedule VI, officerseach of which FCC Authorizations has the expiration date indicated on Schedule VI. Neither Parent, directors, employees or agents, Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC Authorizations which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and except as disclosed in Schedule 7.4, none regulations of the foregoing is subject FCC applicable generally to any restriction or condition which would limit in any respect the full operation radio stations of the Stations as now operatedtype, nature, class or location of each Radio Station. The Sellers have no reason to believe that Each Radio Station is operated by Parent and its Subsidiaries in all material respects (i) in accordance with the terms and conditions of the FCC will not renew Authorizations applicable to it and (ii) in accordance with the Station Licenses in the ordinary course. (b) Except as disclosed in Schedule 7.4 rules and except for regulations of the FCC Applicationsand the Communications Act of 1934, there as amended (the "Communications Act"). No proceedings are no applications, complaints or proceedings pending or, to the Sellers' Knowledgeknowledge of Parent, Holdings or the Borrower, are threatened before the FCC relating which may reasonably be expected to the business or operation of any Station or that may result in the revocation, modification, non-renewal or suspension of any of the Station LicensesFCC Authorizations, the denial of any pending application applications, the issuance of any cease and desist order or the imposition of any material fines, forfeitures, forfeitures or other administrative actions by the FCC with respect to any Station the Radio Stations or such Station's operation their operation, other than proceedings affecting the radio broadcasting industry generallyin general. Except as disclosed in Schedule 7.4Reports, the Sellers are not subject to any outstanding judgment or order of the FCC relating to any Station. Each Station is being operated in accordance with the terms and conditions of the Station Licenses which are applicable to such Station, and all rules, regulations and policies of the FCC. All ownership reports, employment reports applications and other reports and documents required to be filed by any Credit Party or any Subsidiary of the Sellers Borrower with the FCC have been timely filed; such items as are required to be placed in each Station's local public files have been placed in such files; all proofs of performance and measurements that are required to be made by the Sellers with respect to each Station's transmission facilities the Radio Stations have in all material respects been completed and timely filed at the applicable Station; and all information contained such reports, applications and documents are true, correct and complete in all material respects, and neither Parent, Holdings nor the Borrower has knowledge of any matters (i) which could reasonably be expected to result in the foregoing documents is true, complete and correct. suspension or revocation of or the refusal to renew any of the FCC Authorizations or the imposition of any material fines or forfeitures by the FCC upon any Credit Party or any Subsidiary of the Borrower or (cii) To which could reasonably be expected to result in the Sellersmodification or revocation of any Radio Stations' Knowledge, there are no facts which, authorization to operate as currently authorized under the Communications Act of 1934, as amended, or the existing rules and regulations of the FCC, would disqualify Toledo License as . There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the assignor of FCC with respect to any of the Radio Station Licensesor its operations.

FCC Authorizations. (a) Schedule 7.4 1.2(a) contains a true and complete list of the Station --------------- Licenses, including their expiration dates, and there are no other licenses, permits or other authorizations from Governmental Entities or regulatory authorities required for the lawful conduct of the business and operation of any Station in the manner and to the full extent that such Station is now conducted. The Sellers have Seller has delivered to the Buyers Buyer true and complete copies of the Station Licenses, including any and all amendments and other modifications thereto. The Station Licenses and other licenses, permits and authorizations listed in Schedule 7.4 were validly issued and 1.2(a) are validly held by the SellersSeller, and are in full force and effect and are unimpaired by any act or omission of the Sellers, their shareholders, officers, directors, employees or agentseffect, and except as disclosed in Schedule 7.41.2(a), none of the foregoing is subject to any restriction or condition which would limit in any respect the full operation of the Stations Station as now operated. The Sellers have no reason to believe that the FCC will not renew the Station Licenses in the ordinary course. (b) Except as disclosed in Schedule 7.4 and except for the FCC Applications1.2(a), there are no applications, --------------- complaints or proceedings pending or, to the Sellers' Knowledgebest of Seller's knowledge, threatened before the FCC relating to the business or operation of any the Station or that may result in the revocation, adverse modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending application or the imposition of any conditions, fines, forfeitures, or other administrative actions by the FCC with respect to any the Station or such Station's its operation other than proceedings affecting the broadcasting industry generally. Except as disclosed in Schedule 7.41.2(a), the Sellers are Seller is not subject to any outstanding unsatisfied judgment or order of the FCC relating to any the Station. Each Station is being operated in accordance with the terms and conditions of the Station Licenses which are applicable to such Station, and all rules, regulations and policies of the FCC. All ownership reports, employment reports and other reports and documents required to be filed by the Sellers with the FCC have been timely filed; such items as are required to be placed in each Station's local public files have been placed in such files; all proofs of performance and measurements that are required to be made by the Sellers with respect to each Station's transmission facilities have been completed and filed at the applicable Station; and all information contained in the foregoing documents is true, complete and correct. (c) To the Sellers' Knowledge, there There are no facts known to Seller which, under the Communications Act of 1934, as amended, or the existing rules and regulations of the FCC, would disqualify Toledo License Seller as the assignor of any of the Station Licenses. Should any other facts come to the attention of Seller that would cause the FCC to deny the FCC Consent or to impose any non-routine condition on the grant of the FCC Consent, Seller shall promptly notify Buyer and take all reasonable measures to remove such impediments. (d) All tower registrations required to be filed with the FCC or any other governmental agency by Seller or by the owner of any transmitting tower used by the Station have been filed. All proofs of performance and measurements that are required to be made by Seller with respect to the Station's transmission facilities have been completed and filed as required. All information contained in the foregoing documents is true, complete and accurate in all material respects.

FCC Authorizations. (a) Schedule 7.4 contains a true and complete list Seller is the holder of the Station LicensesFCC Authorizations listed and described on Schedule 1.1(a). Such FCC Authorizations constitute all of the --------------- licenses and authorizations required under the Communications Act of 1934, including their expiration datesas amended (the "Communications Act"), or the rules, regulations and policies of the FCC for, and there are no other licenses, permits or other authorizations from Governmental Entities or regulatory authorities required for the lawful conduct of the business and operation of any Station used in the manner and to operation of, the full extent that such Station is now conductedStations. The Sellers have delivered to the Buyers true and complete copies of the Station Licenses, including any and all amendments and other modifications thereto. The Station Licenses and other licenses, permits and authorizations listed in Schedule 7.4 were validly issued and are validly held by the Sellers, FCC Authorizations are in full force and effect and are unimpaired by any act have not been revoked, suspended, canceled, rescinded or omission of the Sellers, their shareholders, officers, directors, employees or agents, terminated and except have not expired. Except as disclosed set forth in Schedule 7.4, none of the foregoing is subject to any restriction or condition which would limit in any respect the full operation of the Stations as now operated. The Sellers have no reason to believe that the FCC will not renew the Station Licenses in the ordinary course. (b) Except as disclosed in Schedule 7.4 and except for the FCC Applications-------- 2.7(a), there are no applications, complaints or proceedings is not pending or, to the Sellers' Knowledgeknowledge of Seller, threatened any ------ action by or before the FCC relating to the business revoke, suspend, cancel, rescind or operation of any Station or that may result in the revocation, modification, non-renewal or suspension of modify any of the Station Licenses, the denial of any pending application or the imposition of any fines, forfeitures, or other administrative actions by the FCC with respect to any Station or such Station's operation Authorizations (other than proceedings affecting to amend FCC rules of general applicability), and there is not now issued or outstanding or pending or, to the broadcasting industry generallyknowledge of Seller, threatened, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or notice of forfeiture or complaint against Seller or the Stations. Except as disclosed The Stations are operating in Schedule 7.4material compliance with the FCC Authorizations, the Sellers are not subject to any outstanding judgment or order of the FCC relating to any Station. Each Station is being operated in accordance with the terms and conditions of the Station Licenses which are applicable to such StationCommunications Act, and all the rules, regulations and policies of the FCC. . (b) All ownership reports, employment reports and other reports and documents filings required to be filed by the Sellers with with, and all regulatory fees required to be paid to, the FCC by Seller with respect to the Stations have been timely filed; filed and paid. All such items as reports and filings are required to be placed accurate and complete in each Station's local all material respects. Seller maintains public files have been placed in such files; all proofs of performance and measurements that are for the Stations as required to be made by the Sellers with FCC rules. With respect to FCC licenses, permits and authorizations, Seller is operating only those facilities for which an appropriate FCC Authorization has been obtained and is in effect, and Seller is meeting the conditions of each Station's transmission facilities have been completed and filed at the applicable Station; and such FCC Authorization in all information contained in the foregoing documents is true, complete and correctmaterial respects. (c) Seller is aware of no facts indicating that Seller is not in material compliance with all requirements of the FCC, the Communications Act, or any other applicable federal, state and local statutes, regulations and ordinances. To the Sellers' KnowledgeSeller's knowledge, there are no facts whichfacts, and Seller has received no notice or communication, formal or informal, indicating that the FCC is considering revoking, suspending, canceling, rescinding or terminating any FCC Authorization. (e) Seller has no cable carriage agreements for Station W53AV/W65DW with cable systems. To the extent must carry rights are available to Station W53AV/W65DW, Seller has made valid must carry elections or has valid retransmission consent agreements with each cable system located in the market in which such Station operates (and all such elections, agreements and systems are listed on Schedule 2.7(e)), and complete and correct copies of such --------------- elections and agreements have been provided to Buyer. (f) Seller has timely made all filings necessary to obtain, protect and preserve the rights of Station W53AV/W65DW arising out of the FCC's transition to digital television ("DTV"), including without limitation any filings necessary for Station W53AV/W65DW to obtain a Class A television license. Except as listed on Schedule 2.7(f), Xxxxxxx X00XX/X00XX is not --------------- adversely affected by other DTV facilities, and Seller has not filed at the FCC a displacement application. (g) Each communications tower structure used in the operation of the Stations (whether owned or leased) has been registered under the Communications Act of 1934, as amended, or the existing rules and regulations of the FCC, would disqualify Toledo License as and the assignor Federal Aviation Administration has issued a determination of any of the Station Licensesno hazard to air navigation with respect to each such tower for which such a determination is required.

FCC Authorizations. (a) Schedule 7.4 contains a true and complete list of the Station Licenses, including their expiration dates, and there are no other licenses, permits or other authorizations from Governmental Entities or regulatory authorities required for the lawful conduct of the business and operation of any Station in the manner and to the full extent that such Station is now conducted. The Sellers have delivered to the Buyers true and complete copies of the Station Licenses, including any and all amendments and other modifications thereto. The Station Licenses and other licenses, permits and authorizations listed in Schedule 7.4 were validly issued and are validly FCC Authorizations held by Parent or the Sellers, Parent Subsidiaries are in full force and effect and are unimpaired by any act have not been revoked, suspended, canceled, rescinded or omission of the Sellers, their shareholders, officers, directors, employees or agentsterminated and have not expired, and except as disclosed in Schedule 7.4, none of the foregoing is are not subject to any restriction material conditions except for conditions applicable to radio broadcast licenses generally or condition which would limit in any respect as otherwise disclosed on the face of such FCC Authorizations and have been issued for the full operation terms. Parent and the Parent Subsidiaries are operating, and have operated the Parent Stations in compliance in all material respects with the terms of Parent or the Parent Subsidiaries’ FCC Authorizations, the Communications Act, and FCC rules and policies, and Parent and the Parent Subsidiaries have, in all material respects, timely filed all material applications, reports and other FCC disclosures required by FCC rules and policies to be filed with respect to the Parent Stations as now operatedand have, in all material respects, timely paid all FCC regulatory fees with respect thereto. The Sellers have no reason to believe that Except for administrative rulemakings before the FCC will not renew the Station Licenses FCC, pending legislative proposals in the ordinary course. (b) Except as disclosed in Schedule 7.4 and except for United States Congress, or other governmental proceedings affecting the FCC Applicationsbroadcast industry generally, there are no applications, complaints or proceedings is not pending or, to the Sellers' Knowledgeknowledge of Parent, threatened by or before the FCC or any court of competent jurisdiction any proceeding, notice of violation, order of forfeiture or complaint or investigation against or relating to the business Parent or operation of any Station Parent Subsidiaries, or that may result in the revocation, modification, non-renewal or suspension of any of the Station LicensesParent Stations. (b) Section 4.12(b) of the Parent Disclosure Letter sets forth a list of all Arbitron-rated markets where the number of total radio stations or the number of radio stations in a particular radio service (AM or FM) owned by Parent or any Parent Subsidiary (or in which Parent or any Parent Subsidiary otherwise holds an attributable ownership interest under the FCC Media Ownership Rules) exceeds the current ownership limits set forth in the FCC Media Ownership Rules. Such list includes the total number of radio stations in each such market, the denial number of any pending application or the imposition of any fines, forfeitures, or other administrative actions by radio stations in which a single Person may hold an attributable ownership interest under the FCC with respect to any Station or such Station's operation other than proceedings affecting the broadcasting industry generally. Except as disclosed Media Ownership Rules in Schedule 7.4that market, the Sellers are not subject to any outstanding judgment or order and an identification of the FCC relating to any Station. Each Station is being operated in accordance with the terms and conditions of the Station Licenses which are applicable to such Station, and all rules, regulations and policies of the FCC. All ownership reports, employment reports and other reports and documents required to be filed by the Sellers with the FCC have been timely filed; such items as are required to be placed in each Station's local public files have been placed in such files; all proofs of performance and measurements that are required to be made by the Sellers with respect to each Station's transmission facilities have been completed and filed at the applicable Station; and all information contained radio stations in the foregoing documents is true, complete and correctmarket attributable to the Parent. (c) To the Sellers' Knowledge, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules and regulations of the FCC, would disqualify Toledo License as the assignor of any of the Station Licenses.