Common use of FCC Authorizations Clause in Contracts

FCC Authorizations. The Parent Company and its Subsidiaries hold such validly issued FCC main station and associated auxiliary, translator and booster radio licenses and authorizations (collectively, the "FCC AUTHORIZATIONS"), as are necessary to operate the Radio Stations as they are currently operated, 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 to all elements of the Transactions that are closing or being consummated on or as of the Closing Date (collectively, the "MAIN STATION LICENSES"), are listed in SECTION 6.23 of the DISCLOSURE SCHEDULE, each 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, nature, class or location 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 (ii) in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "COMMUNICATIONS ACT"). Except as otherwise described in SECTION 6.23 of the DISCLOSURE SCHEDULE, no proceedings are pending or, to the knowledge of the Parent Company or the Borrower, threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC Authorizations, the denial of any pending applications, the issuance of any cease and desist orders or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Radio Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Reports, applications and other documents required to be filed by any Credit Party or any Subsidiary of the Parent Company or of the Borrower with the FCC with respect to the Radio Stations have in all material respects been timely filed and all 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 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 Parent Company or of the Borrower, or (B) which could reasonably be expected to result in the modification or revocation of any Radio Stations' authorization to operate as currently authorized under the rules and regulations of the FCC. Except as 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 or its operations.

FCC Authorizations. (a) The Parent Company Companies and its the Subsidiaries hold such validly issued FCC main station and associated auxiliary, translator and booster radio licenses and authorizations (collectively, are the "FCC AUTHORIZATIONS"), as are necessary to operate the Radio Stations as they are currently operated, 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 to all elements of the Transactions that are closing or being consummated on or as of the Closing Date (collectively, the "MAIN STATION LICENSES"), are listed in SECTION 6.23 of the DISCLOSURE SCHEDULE, each 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, nature, class or location 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 holders of the FCC Authorizations applicable to it, as listed and (iidescribed on Schedule 1.1(a) in accordance with the rules and regulations of the Disclosure Schedules and the expiration date of the term of each FCC Authorization is shown thereon. Such FCC Authorizations constitute all of the licenses and authorizations required under the Communications Act of 1934, as amended (amended, or the "COMMUNICATIONS ACT"). Except as otherwise described in SECTION 6.23 rules, regulations, orders and published policies of the DISCLOSURE SCHEDULEFCC (collectively, no proceedings 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 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 Knowledge of the Parent Company or the BorrowerSeller, threatened which may reasonably be expected to result in the revocation, modification, non-renewal any action by or suspension of any of before the FCC Authorizationsto revoke, the denial of any pending applicationssuspend, the issuance of any cease and desist orders cancel, rescind, modify or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Radio Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Reports, applications and other documents required to be filed by any Credit Party or any Subsidiary of the Parent Company or of the Borrower with the FCC with respect to the Radio Stations have in all material respects been timely filed and all 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 suspension or revocation of or the refusal refuse to renew any of the FCC Authorizations or the imposition (other than proceedings to amend FCC rules of any material fines or forfeitures by the FCC upon any Credit Party or any Subsidiary general applicability), and, except as set forth on Schedule 5.19 of the Parent Company Disclosure Schedules, there is not now issued or outstanding or pending or, to the Knowledge of the BorrowerSeller, threatened, by or (B) which could reasonably be expected to result in the modification or revocation of any Radio Stations' authorization to operate as currently authorized under the rules and regulations of before the FCC. Except as otherwise described in SECTION 6.23 , any order to show cause, notice of the DISCLOSURE SCHEDULEviolation, 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 liability, notices of forfeiture or violations 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 respect to any Radio Station or its operationsthe FCC Authorizations and the Communications Act.

FCC Authorizations. The Parent Company and its Subsidiaries hold such validly issued FCC main station and associated auxiliary, translator and booster radio licenses and authorizations (collectively, the "FCC AUTHORIZATIONS"), as are necessary to operate the Radio Stations as they are currently operatedoperated (collectively, the "FCC Authorizations"), 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 and its Subsidiaries, after giving effect to all elements of the Transactions Transaction that are closing or being consummated on or as of or on the Closing Initial Borrowing Date (collectively, the "MAIN STATION LICENSESMain Station Licenses"), ) are listed in SECTION 6.23 of the DISCLOSURE SCHEDULEon Schedule VII, each of which FCC Authorizations has the expiration 91 date indicated in SECTION 6.23 of the DISCLOSURE SCHEDULEon Schedule VII. Neither the Parent Company Parent, Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC Authorization Authorizations 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, nature, class or location of each Radio Station. Each Radio Station is operated by the Borrower or Parent and its Subsidiaries in all material respects (i) in accordance with the terms and conditions of the FCC Authorizations applicable to it, it and (ii) in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "COMMUNICATIONS ACTCommunications Act"). Except as otherwise described in SECTION 6.23 of the DISCLOSURE SCHEDULE, no No proceedings are pending or, to the knowledge of the Parent Company Parent, Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC Authorizations, the denial of any pending applications, the issuance of any cease and desist orders order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Radio Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Reports, applications and other documents required to be filed by any Credit Party or any Subsidiary of the Parent Company or of the Borrower with the FCC with respect to the Radio Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, andand neither Parent, except as otherwise described in SECTION 6.23 of the DISCLOSURE SCHEDULE, neither the Parent Company Holdings nor the Borrower has knowledge of any matters (Ai) which could reasonably be expected to result in the 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 Parent Company or of the Borrower, Borrower or (Bii) which could reasonably be expected to result in the modification or revocation of any Radio Stations' authorization to operate as currently authorized under the rules and regulations of the FCC. Except as otherwise described in SECTION 6.23 of the DISCLOSURE SCHEDULE, there There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Radio Station or its operations.

FCC Authorizations. The Parent Company and its Subsidiaries hold such validly issued FCC main station and associated auxiliary, translator and booster radio licenses and authorizations (collectively, the "FCC AUTHORIZATIONSAuthorizations"), as are necessary to operate the Radio Stations as they are currently operated, each of which is in full force and effect. The FCC main station licenses for Radio Stations held or to be held on and as of the Closing Date by the Parent Company, the Borrower or any of their Subsidiaries, after giving effect to all elements of the Transactions that are closing or being consummated on or as of the Closing Date Subsidiaries (collectively, the "MAIN STATION LICENSESMain Station Licenses"), ) are listed in SECTION 6.23 Section 6.22(a) of the DISCLOSURE SCHEDULEDisclosure Schedule, each of which FCC Authorizations Main Station Licenses has the expiration 91 date indicated in SECTION 6.23 Section 6.22(a) 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, nature, class or location of each Radio StationDisclosure Schedule. Each Radio Station is operated by the Borrower or its Subsidiaries in all material respects (i) in accordance with the material terms and conditions of the FCC Authorizations applicable to it, and (ii) in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "COMMUNICATIONS ACTCommunications Act"). Except as otherwise described in SECTION 6.23 Section 6.22(b) of the DISCLOSURE SCHEDULEDisclosure Schedule, no proceedings are pending or, to the knowledge of the Parent Company or the Borrower, threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC AuthorizationsMain Station Licenses, the denial of any pending applications, the issuance of any cease and desist orders or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Radio Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Reports, applications and other documents required to be filed by any Credit Party or any Subsidiary of the Parent Company or of the Borrower with the FCC with respect to the Radio Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and, except Except as otherwise described in SECTION 6.23 Section 6.22(c) of the DISCLOSURE SCHEDULEDisclosure 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 of the FCC Authorizations Main Station Licenses 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 BorrowerParty, or (B) which could reasonably be expected to result in the modification or revocation of any Radio Stations' authorization to operate as currently authorized under the rules and regulations of the FCC. Except as 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 or its operations.

FCC Authorizations. (a) The FCC Authorizations held by Parent Company and its or the Parent Subsidiaries hold such validly issued FCC main station and associated auxiliary, translator and booster radio licenses and authorizations (collectively, the "FCC AUTHORIZATIONS"), as are necessary to operate the Radio Stations as they are currently operated, each of which is in full force and effect. The FCC main station effect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired, and are not subject to any material conditions except for conditions applicable to radio broadcast licenses for Radio Stations held or to be held by the Parent Company, the Borrower or their Subsidiaries, after giving effect to all elements of the Transactions that are closing or being consummated on generally or as of the Closing Date (collectively, the "MAIN STATION LICENSES"), are listed in SECTION 6.23 of the DISCLOSURE SCHEDULE, each 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 otherwise disclosed on the face thereof as of such FCC Authorizations and have been issued by for the FCC nor contained full terms. Parent and the Parent Subsidiaries are operating, and have operated the Parent Stations in the rules and regulations of the FCC applicable generally to radio stations of the type, nature, class or location of each Radio Station. Each Radio Station is operated by the Borrower or its Subsidiaries compliance in all material respects (i) in accordance with the terms and conditions of Parent or the Parent Subsidiaries’ FCC Authorizations applicable to itAuthorizations, the Communications Act, and (ii) in accordance with the FCC rules and regulations of the FCC policies, and Parent and the Communications Act of 1934Parent Subsidiaries have, as amended (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 "COMMUNICATIONS ACT")Parent Stations and have, in all material respects, timely paid all FCC regulatory fees with respect thereto. Except as otherwise described for administrative rulemakings before the FCC, pending legislative proposals in SECTION 6.23 of the DISCLOSURE SCHEDULEUnited States Congress, no or other governmental proceedings are affecting the broadcast industry generally, there is not pending or, to the knowledge of the Parent Company or the BorrowerParent, threatened which may reasonably be expected 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 result in the revocationParent or any Parent Subsidiaries, modification, non-renewal or suspension of any of the FCC Authorizations, the denial of any pending applications, the issuance of any cease and desist orders or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Radio Stations or their operation, other than proceedings affecting the radio broadcasting industry in generalParent Stations. Reports, applications and other documents required to be filed by any Credit Party or any Subsidiary (b) Section 4.12(b) of the Parent Company 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 number of radio stations in which a single Person may hold an attributable ownership interest under the FCC Media Ownership Rules in that market, and an identification of the Borrower with radio stations in the FCC with respect market attributable to the Radio Stations have in all material respects been timely filed and all 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 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 Parent Company or of the Borrower, or (B) which could reasonably be expected to result in the modification or revocation of any Radio Stations' authorization to operate as currently authorized under the rules and regulations of the FCC. Except as 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 or its operationsParent.

FCC Authorizations. The Parent Company and its Subsidiaries hold such validly issued FCC main station and associated auxiliary, translator and booster radio licenses and authorizations (collectively, the "FCC AUTHORIZATIONS"), as are necessary to operate the Radio Stations as they are currently operatedoperated (collectively, the "FCC Authorizations"), 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 and its Subsidiaries, after giving effect to all elements of the Transactions Transaction that are closing or being consummated on or as of or on the Closing Initial Borrowing Date (collectively, the "MAIN STATION LICENSESMain Station Licenses"), ) are listed in SECTION 6.23 of the DISCLOSURE SCHEDULEon Schedule VI, each of which FCC Authorizations has the expiration 91 date indicated in SECTION 6.23 of the DISCLOSURE SCHEDULEon Schedule VI. Neither the Parent Company Parent, Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC Authorization Authorizations 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, nature, class or location of each Radio Station. Each Radio Station is operated by the Borrower or Parent and its Subsidiaries in all material respects (i) in accordance with the terms and conditions of the FCC Authorizations applicable to it, it and (ii) in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "COMMUNICATIONS ACTCommunications Act"). Except as otherwise described in SECTION 6.23 of the DISCLOSURE SCHEDULE, no No proceedings are pending or, to the knowledge of the Parent Company Parent, Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC Authorizations, the denial of any pending applications, the issuance of any cease and desist orders order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Radio Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Reports, applications and other documents required to be filed by any Credit Party or any Subsidiary of the Parent Company or of the Borrower with the FCC with respect to the Radio Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, andand neither Parent, except as otherwise described in SECTION 6.23 of the DISCLOSURE SCHEDULE, neither the Parent Company Holdings nor the Borrower has knowledge of any matters (Ai) which could reasonably be expected to result in the 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 Parent Company or of the Borrower, Borrower or (Bii) which could reasonably be expected to result in the modification or revocation of any Radio Stations' authorization to operate as currently authorized under the rules and regulations of the FCC. Except as otherwise described in SECTION 6.23 of the DISCLOSURE SCHEDULE, there There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Radio Station or its operations.