Common use of FCC Consent Clause in Contracts

FCC Consent. Seller and Purchaser will use Reasonable Efforts to prepare all application forms and related exhibits, certifications and other documents necessary to secure the Consent of the FCC to the Transactions (collectively, the "FCC Application") and to file the FCC Application within ten (10) Business Days following the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to the filing of the FCC Application without restriction, or at any time after the filing of the FCC Application only if such designation would not result in a delay in the FCC's consideration of the FCC Application. Seller and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of the FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny the FCC Application, or if the FCC grants such application and any person or entity petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7.

FCC Consent. Within ten (10) days of the execution of this Agreement, Seller and Purchaser will use Reasonable Efforts to prepare all Buyer shall jointly file with the FCC an application forms and related exhibits, certifications and other documents necessary to secure the Consent seeking approval of the FCC to the Transactions (collectively, the "FCC Application") and to file the FCC Application within ten (10) Business Days following the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to the filing assignment of the FCC Application without restrictionAuthorizations from Seller to Buyer (the "Assignment Application"). Seller and Buyer shall take all commercially reasonable steps necessary to prosecute such filing with diligence and shall diligently oppose any objections to, appeals from or at petitions to reconsider the FCC Order, to the end that the FCC Order shall become a Final Action as soon as practicable. Seller shall not take, nor permit any time after the filing officer or director of Seller to take, and Buyer shall not take, nor permit any shareholder, officer or director of Buyer to take, any action that such party knows or has reason to know would materially and adversely affect or materially delay issuance of the FCC Application only if such designation would Order, or materially and adversely affect or materially delay the FCC Order from becoming a Final Action. Should Buyer or Seller become aware of any facts not result in a disclosed which could reasonably be expected to materially and adversely affect or materially delay in the FCC's consideration issuance of the FCC ApplicationOrder, or prevent or materially delay the FCC Order from becoming a Final Action, such party shall promptly notify the other party thereof in writing. Seller and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be Buyer shall share equally any filing fee required or requested by the FCC or as may be appropriate to expedite for the grant of the FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny the FCC Assignment Application, or if but the FCC grants such application and any person or entity petitions for reconsideration or review of such grant before parties shall otherwise each bear its own expenses, including attorney's fees, in connection with the FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCCAssignment Application. If the FCC denies imposes any condition on either party to the FCC Application Assignment Application, such party shall use commercial reasonable efforts to comply with such condition, provided that neither party shall be required hereunder to comply with any condition that would have a material adverse effect on the Station or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Partyparty. If necessary under this Agreement, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If Buyer shall jointly request from the Closing has not occurred within 180 days following the date FCC an extension of the grant effective period of the FCC Application, Seller and Purchaser Order if the Closing shall use Reasonable Efforts not have occurred prior to obtain such extensions the expiration of the effectiveness original effective period of such grant as is reasonably necessary the FCC Order. Nothing in this Section 7.1 shall be construed to permit the scheduling of Closing limit either party's right to terminate this Agreement pursuant to Section 2.4. Purchaser will be responsible for the payment terms of all FCC application filing fees incurred in connection with this Section 5.7Article XIII.

FCC Consent. Seller and Purchaser will use Reasonable Efforts The FCC Consent shall have been granted; provided, however, that this condition shall not be deemed satisfied if a petition to prepare all deny or other material objection has been filed with the FCC with respect to the application forms and related exhibits, certifications and other documents necessary for consent to secure the Consent assignment of the WCPX FCC Licenses by First Media to Meredith or by Meredith to Post-Newsweek and there exists a signifxxxxx xxsk that xxx XXX Consent will not become final (i.e., no longer subject to administrative or judicial review). If Post-Newsweek believes such a significant risk exists with respect to an objection to assignment of the WCPX FCC Licenses by First Media to Meredith, then Post-Newsweek shall notify Meredith thereof at the xxxx xxxh determination is made with respexx xx XXPX under the First Media Agreement. If Post-Newsweek gives such notice, then Meredith will give corresponding notice to First Media. If First Xxxxx disagrees as to the Transactions existence of such significant risk, then the matter shall be resolved as set forth in Sections 7.1(d) and 7.2(d) of the First Media Agreement. The decision of counsel pursuant thereto shall be binding on the parties hereto, and no party shall have any recourse against such counsel or his or her firm with respect to such decision. In the event that as of the date scheduled for Closing, communications counsel to Meredith and to Post- Newsweek disagree as to the existence of sucx x xxxxificant risk with respect to an objection to assignment of the WCPX FCC Licenses by Meredith to Post- Newsweek, then within two (collectively2) business days of sxxx xxxx, the "FCC Application"question will be referred to independent, outside communications counsel experienced in communications law, mutually satisfactory to Meredith's and Post-Newsweek's counsel who shall be asked to resolve the disagreement within five (5) business days of his or her selection; and to file the FCC Application provided further that if such independent, outside communications counsel is not chosen within ten (10) Business Days following the Effective Date. If Purchaser desires to designate another whollysuch two business day period, either Meredith or Post-owned subsidiary of Clearwire to receive the License at the Closing, it Newsweek may do so at any time prior apply to the filing of American Arbitration Asxxxxxxxxn to appoint an independent, outside communications counsel. The parties agree that the FCC Application without restriction, or at any time after the filing of the FCC Application only if such designation would not result in a delay in the FCC's consideration of the FCC Application. Seller and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of the FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny the FCC Application, or if the FCC grants such application and any person or entity petitions for reconsideration or review decision of such grant before counsel shall be binding on the FCC parties hereto and that no party shall have any recourse against such counsel or appeals his or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts her firm with respect to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7decision.

FCC Consent. Seller and Purchaser will use Reasonable Efforts to prepare all application forms and related exhibits, certifications and other documents necessary to secure the Consent The assignment of each of the FCC Licenses and, if applicable, the licenses, permits and authorizations issued by the FCC related to the Transactions (collectively, the "FCC Application") and to file the FCC Application within ten (10) Business Days following the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior television stations subject to the filing Executory Station Contracts as contemplated by this Agreement is subject to the issuance of the FCC Application without restrictionConsent. (a) As soon as commercially practicable, or at any time but in no event later than twenty (20) days after the filing execution and delivery of this Agreement, Purchaser and Debtors shall file with the FCC complete and accurate applications for the FCC Consent. The parties shall prosecute said applications with all reasonable diligence and otherwise use their best efforts to obtain the approval of such applications as expeditiously as practicable. Without limiting the generality of the FCC Application only if such designation would not result in a delay in the FCC's consideration of the FCC Application. Seller foregoing, Debtors and Purchaser each will shall promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, provide such documents and supporting data, and take all such actions and give all such notices as may other items that shall be required or requested by the FCC. Purchaser and Debtor shall each oppose any petitions to deny or other objections filed with respect to the FCC applications. If the FCC Consent imposes any condition on any party hereto, such party shall use its best efforts to comply with such condition, unless compliance would be unduly burdensome or as may would have a material adverse effect upon it. If administrative or judicial reconsideration or review is sought with respect to the FCC Consent, Purchaser and Debtors shall each oppose such efforts to obtain administrative or judicial reconsideration review (but nothing herein shall be appropriate construed to expedite limit any party's right to terminate this Agreement provided for in this Agreement, including under Section 14 hereof). (b) Within twenty (20) days of the execution and delivery of this Agreement, if required by law, Purchaser and Debtors shall file the requisite forms with the Federal Trade Commission pursuant to the Pre-merger Notification Requirements under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976. (c) Subject to Section 3.2(b) and Section 6.2, the transfer of the Assets pursuant to this Agreement is expressly conditioned upon (i) the grant of the FCC Application Consent without any conditions materially adverse to Seller or Purchaser. If any person or entity petitions , (ii) compliance by the parties hereto with the conditions (if any) imposed in the FCC to deny Consent, (iii) the FCC ApplicationConsent, through the passage of time or if the FCC grants such application otherwise, becoming a Final Order; and any person or entity petitions for reconsideration or review (iv) Notice of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date Termination of the grant waiting period provided by Section 7A(b)(1) of the FCC Application, Seller Clayxxx Xxx and Purchaser shall use Reasonable Efforts to obtain such extensions Section 803.10 (B) of the effectiveness Pre-merger Notification Requirements under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.71976, if applicable.

FCC Consent. Seller Within ten (10) days following the execution of this Agreement, the parties shall file with the FCC a complete and Purchaser will use Reasonable Efforts to prepare all accurate application forms and related exhibits, certifications and other documents necessary to secure requesting the Consent consent of the FCC to the Transactions assignment of the WDWB Licenses from WXON Licensee to Buyer as contemplated herein (collectively, the "“FCC Application") and to file ”). The parties hereto will cooperate in the FCC Application within ten (10) Business Days following the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to the filing preparation of the FCC Application without restriction(including the furnishing to each other of copies of the drafts of such FCC Application prior to filing) and will use their commercially reasonable efforts to prosecute the FCC Application and to obtain promptly the requested consent and approval of the FCC to the assignment of the WDWB Licenses. Any fees assessed by the FCC incident to the filing, prosecution or at any time after the filing granting of the FCC Application only if such designation would not result shall be borne one-half by Buyer and one-half by Sellers. The parties hereto shall make available to one another, promptly after the filing thereof, copies of all correspondence, amendments, and reports filed after the date hereof and on or prior to the Closing Date with the FCC by any parties hereto, as the case may be, in a delay respect of the Station. Each party shall notify the other parties hereto in the FCC's consideration event it obtains knowledge of any other facts, actions, communications, or occurrences that might directly or indirectly affect the parties’ intent or ability to obtain prompt FCC approval of the transactions contemplated by this Agreement. Buyer and Sellers shall use commercially reasonable efforts to oppose any petitions to deny or other objections filed with respect to the FCC Application; provided, however, that neither Buyer nor any Seller shall have any obligation to participate in an evidentiary hearing on the FCC Application. Seller If the parties mutually agree, Buyer and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required Sellers shall appeal or requested by the FCC or as may be appropriate to expedite the grant otherwise seek review of any action of the FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny denying the FCC Application, or if the FCC grants such application and any person or entity petitions by filing an appropriate request for reconsideration appeal or review of such grant before with the FCC or appeals or applies for review in any judicial proceedinga court of competent jurisdiction, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before as the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7case may be.

FCC Consent. Seller Within five (5) days following the execution of this Agreement, the parties shall file with the FCC a complete and Purchaser will use Reasonable Efforts to prepare all accurate application forms and related exhibits, certifications and other documents necessary to secure requesting the Consent consent of the FCC to the Transactions assignment of the WDWB Licenses from WDWB Licensee to License Sub as contemplated herein (collectively, the "“FCC Application") and to file ”). The parties hereto will cooperate in the FCC Application within ten (10) Business Days following the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to the filing preparation of the FCC Application without restriction(including the furnishing to each other of copies of the drafts of such FCC Application prior to filing) and will use their commercially reasonable efforts to prosecute the FCC Application and to obtain promptly the requested consent and approval of the FCC to the assignment of the WDWB Licenses. Any fees assessed by the FCC incident to the filing, prosecution or at any time after the filing granting of the FCC Application only if such designation would not result shall be borne one-half by Buyer and one-half by Sellers. The parties hereto shall make available to one another, promptly after the filing thereof, copies of all correspondence, amendments, and reports filed after the date hereof and on or prior to the Closing Date with the FCC by any parties hereto, as the case may be, in a delay respect of the Station. Each party shall notify the other parties hereto in the FCC's consideration event it obtains knowledge of any other facts, actions, communications, or occurrences that might directly or indirectly affect the parties’ intent or ability to obtain prompt FCC approval of the transactions contemplated by this Agreement. Buyer and Sellers shall use commercially reasonable efforts to oppose any petitions to deny or other objections filed with respect to the FCC Application; provided, however, that neither Buyer nor any Seller shall have any obligation to participate in an evidentiary hearing on the FCC Application. Seller If the parties mutually agree, Buyer and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required Sellers shall appeal or requested by the FCC or as may be appropriate to expedite the grant otherwise seek review of any action of the FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny denying the FCC Application, or if the FCC grants such application and any person or entity petitions by filing an appropriate request for reconsideration appeal or review of such grant before with the FCC or appeals or applies for review in any judicial proceedinga court of competent jurisdiction, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before as the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7case may be.

FCC Consent. Seller Within five (5) days following the execution of this Agreement, the parties shall file with the FCC a complete and Purchaser will use Reasonable Efforts to prepare all accurate application forms and related exhibits, certifications and other documents necessary to secure requesting the Consent consent of the FCC to the Transactions assignment of the KBWB Licenses from KBWB Licensee to License Sub as contemplated herein (collectively, the "“FCC Application") and to file ”). The parties hereto will cooperate in the FCC Application within ten (10) Business Days following the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to the filing preparation of the FCC Application without restriction(including the furnishing to each other of copies of the drafts of such FCC Application prior to filing) and will use their commercially reasonable efforts to prosecute the FCC Application and to obtain promptly the requested consent and approval of the FCC to the assignment of the KBWB Licenses. Any fees assessed by the FCC incident to the filing, prosecution or at any time after the filing granting of the FCC Application only if such designation would not result shall be borne one-half by Buyer and one-half by Sellers. The parties hereto shall make available to one another, promptly after the filing thereof, copies of all correspondence, amendments, and reports filed after the date hereof and on or prior to the Closing Date with the FCC by any parties hereto, as the case may be, in a delay respect of the Station. Each party shall notify the other parties hereto in the FCC's consideration event it obtains knowledge of any other facts, actions, communications, or occurrences that might directly or indirectly affect the parties’ intent or ability to obtain prompt FCC approval of the transactions contemplated by this Agreement. Buyer and Sellers shall use commercially reasonable efforts to oppose any petitions to deny or other objections filed with respect to the FCC Application; provided, however, that neither Buyer nor any Seller shall have any obligation to participate in an evidentiary hearing on the FCC Application. Seller If the parties mutually agree, Buyer and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required Sellers shall appeal or requested by the FCC or as may be appropriate to expedite the grant otherwise seek review of any action of the FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny denying the FCC Application, or if the FCC grants such application and any person or entity petitions by filing an appropriate request for reconsideration appeal or review of such grant before with the FCC or appeals or applies for review in any judicial proceedinga court of competent jurisdiction, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before as the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7case may be.

FCC Consent. Seller The assignment of the Station Licenses as contemplated by this Agreement is subject to the prior consent and Purchaser will use Reasonable Efforts to prepare all application forms approval of the FCC. Buyer and related exhibits, certifications and other documents necessary to secure Trustee shall be responsible for the Consent preparation of their respective portions of the FCC to the Transactions (collectively, the "FCC Application") Application and to file the FCC Application within ten (10) Business Days following the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to for the filing of the application with the FCC Application without restriction, or at any time within seven (7) Business Days after the filing execution of this Agreement. Buyer and Trustee shall thereafter prosecute the FCC Application only if such designation would not result in a delay in the FCC's consideration of the FCC Application. Seller with all reasonable diligence and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate otherwise use their reasonable best efforts to expedite obtain the grant of the FCC Application without conditions materially adverse to Seller or Purchaseras expeditiously as practicable. If any person or entity petitions Buyer and Trustee shall share equally all filing fees required by the FCC in connection with the FCC Consent with each party bearing its own legal, accounting, engineering and management costs and expenses. Buyer shall periodically report to deny Trustee the progress of the FCC Application, or if . Neither Trustee nor Buyer shall have any obligation to satisfy any complaint of the FCC grants such application and by taking any person steps which would have a material adverse effect upon the Estate or entity petitions for reconsideration Buyer or review upon any Affiliate, but neither the expense nor inconvenience to a party of such grant before defending against a complainant or an inquiry by the FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose shall be considered a material adverse effect on such petition before the FCC or defend such grant by the FCCparty. If the FCC denies Consent imposes any condition on any party hereto, such party shall use its reasonable best efforts to comply with such condition; provided, however, that neither Trustee nor Buyer shall be required to comply with any condition that would have a material adverse effect upon the Estate or Buyer or upon any Affiliate and the party that would otherwise be adversely affected shall have the right to elect to terminate this Agreement. If reconsideration or judicial review is sought with respect to the FCC Application Consent, the party or grants parties affected shall vigorously oppose such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure efforts for reconsideration or review of judicial review; provided further, however, such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser opposition shall use Reasonable Efforts be without prejudice to obtain such extensions of the effectiveness of such grant as is reasonably necessary party's right to permit the scheduling of Closing terminate this Agreement pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7preceding sentence.

FCC Consent. (a) Within five Business Days of the date of this Agreement, Buyer and Seller shall prepare and Purchaser will use Reasonable Efforts file an application with the FCC requesting FCC consent to prepare all application forms and related exhibits, certifications and other documents necessary to secure the Consent assignment of the FCC Licenses to Buyer (the “FCC Application”). FCC consent to the Transactions (collectivelyassignment of the main station FCC Licenses to Buyer without any material adverse conditions other than those of general applicability is referred to herein as the “FCC Consent.” Upon filing, the "FCC Application") Buyer and to file Seller shall diligently prosecute the FCC Application within ten (10) Business Days following and otherwise use their commercially reasonable efforts to obtain the Effective DateFCC Consent as expeditiously as practicable. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior Each party shall promptly provide to the filing other party a copy of any pleading, order or other document served on them relating to any such FCC Application. In addition, each party hereto covenants and agrees to (i) file any amendment or modification to the FCC Application without restriction, or at reasonably requested by the FCC; (ii) otherwise take any time after the filing of other action with respect to the FCC Application only if such designation would not result in a delay in the FCC's consideration of the FCC Application. Seller and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by reasonably necessary in connection with the FCC or as may be appropriate to expedite the grant of the FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny the FCC Application, or if the FCC grants such application transactions contemplated hereby; and any person or entity petitions for reconsideration or review of such grant before the FCC or appeals or applies for review (iii) cooperate in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application good faith with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts party hereto with respect to secure reconsideration or review of such actionthe foregoing. If the Closing has shall not have occurred for any reason within 180 days following the date original effective period of any FCC Consent, and neither party shall have terminated this Agreement pursuant to its right under Section 10.1, the parties shall jointly request an extension of the grant effective period of such FCC Consent. No extension of the effective period of any FCC ApplicationConsent shall limit the exercise by either party of its right to terminate the Agreement under Section 10.1. (b) Each party agrees to use commercially reasonable efforts to comply with any condition imposed on it by any FCC Consent, except that no party shall be required to comply with a condition if (i) the condition was imposed on it as the result of a circumstance the existence of which does not constitute a breach by that party of any of its representations, warranties, covenants, obligations or agreements hereunder and (ii) compliance with the condition would be unduly burdensome on it in any material respect (financially or otherwise). (c) Buyer and Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment notify each other of all FCC application filing fees incurred documents filed with or received from any Governmental Authority with respect to this Agreement or the transactions contemplated hereby. Buyer and Seller shall furnish each other with such information and assistance as the other may reasonably request in connection with this Section 5.7their preparation of any filing with a Governmental Authority hereunder.

FCC Consent. Seller (a) The purchase and Purchaser will use Reasonable Efforts to prepare all application forms and related exhibits, certifications and other documents necessary to secure the Consent sale of the FCC Assets as contemplated by this Agreement is subject to the Transactions prior consent and approval of the FCC. (collectivelyb) Seller shall (and/or Seller shall cause its License Subsidiaries to), and Buyer shall, prepare and within ten business days after the "FCC Application") and to date of this Agreement file with the FCC Application within ten appropriate applications for FCC Consent. The parties shall thereafter prosecute each application with commercially reasonable diligence and otherwise use their commercially reasonable efforts to obtain the grants of the applications as expeditiously as practicable. Each party will promptly provide to the other party a copy of any pleading, order or other document served on them relating to such applications. (10c) Business Days following Buyer will at Closing be legally, financially and otherwise qualified to be the Effective licensee of, acquire, own and operate each of the Stations under the Communications Act, and the rules, regulations and policies of the FCC. Buyer hereby agrees that it will: (1) use diligent efforts to divest the assets of WOFL and WOGX to a qualified third party on or before the Closing Date; and (2) on or before the date of filing the application referred to in Section 6.1(b) with respect to the Florida Station, select a trustee for the WOFL/WOGX Trust, negotiate a WOFL/WOGX Trust Agreement substantially in the form attached hereto as Exhibit 6.1, without any modifications inconsistent with applicable governmental requirements, and file an application for FCC consent to assign the licenses of WOFL and WOGX to the proposed trustee of the WOFL/WOGX Trust. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time Upon executing a definitive agreement prior to the filing Closing Date to sell the assets of WOFL and WOGX to a third party, Buyer shall promptly file an application for FCC consent to assign the licenses of WOFL and WOGX to such third party, provided that Buyer shall continue to prosecute the application for FCC consent with respect to the WOFL/WOGX Trust. In the event FCC rules or procedures allow Buyer to prosecute only one of such applications, Buyer shall prosecute the trust application. In the event Buyer has not divested the assets of WOFL and WOGX to a third party on or before the Closing Date, Buyer will transfer the assets of WOFL and WOGX on or before the Closing Date to the WOFL/WOGX Trust, and thereafter Buyer will take all steps necessary or appropriate to ensure that the trustee of the FCC Application without restriction, or at any time after WOFL/WOGX Trust files an application for consent to assign the filing licenses of WOFL and WOGX to a third party within six (6) months of the Closing Date. Buyer further agrees that it will not seek a waiver of 47 C.F.R. Section 73.3555 with respect to the proposed contour overlap between WOFL or WOGX and the Florida Station and that it will diligently prosecute the WOFL and WOGX license renewal applications. (d) Each party agrees to comply with any condition imposed on it by any FCC Application only Consent, except that no party shall be required to comply with a condition if such designation (1) the condition was imposed on it as the result of a circumstance the existence of which does not constitute a breach by that party of any of its representations, warranties or covenants hereunder, and (2) compliance with the condition would not result in have a delay in material adverse effect upon it. Notwithstanding the FCC's consideration foregoing, Buyer agrees to accept a condition requiring that the licenses for WOFL and WOGX be transferred to a third party or to the WOFL/WOGX Trust as of the FCC Application. Seller and Purchaser each will promptly and diligently prepareClosing Date and, file and prosecute all necessary amendmentsto the extent transferred to the WOFL/WOGX Trust, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by that the FCC or as may be appropriate to expedite the grant trustee of the FCC Application without conditions materially adverse WOFL/WOGX Trust must file an application for consent to assign the licenses for WOFL and WOGX to a third party within six (6) months of the Closing Date. Buyer and Seller or Purchaser. If shall oppose any person or entity petitions the FCC to deny or other objections filed with respect to the application for any FCC Application, or if the FCC grants such application Consent and any person or entity petitions requests for reconsideration or review of such grant before the any FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. Consent. (e) If the Closing has shall not have occurred for any reason within 180 days following the date original effective period of any FCC Consent, and neither party shall have terminated this Agreement under Section 9, the parties shall jointly request an extension of the grant effective period of such FCC Consent. No extension of the effective period of any FCC Application, Seller and Purchaser Consent shall use Reasonable Efforts limit the exercise by either party of its right to obtain such extensions of terminate the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Agreement under Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.79.

FCC Consent. Seller Within ten (10) days following the execution of this Agreement, the parties shall file with the FCC a complete and Purchaser will use Reasonable Efforts to prepare all accurate application forms and related exhibits, certifications and other documents necessary to secure requesting the Consent consent of the FCC to the Transactions assignment of the KBWB Licenses from KBWB Licensee to Buyer as contemplated herein (collectively, the "“FCC Application") and to file ”). The parties hereto will cooperate in the FCC Application within ten (10) Business Days following the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to the filing preparation of the FCC Application without restriction(including the furnishing to each other of copies of the drafts of such FCC Application prior to filing) and will use their commercially reasonable efforts to prosecute the FCC Application and to obtain promptly the requested consent and approval of the FCC to the assignment of the KBWB Licenses. Any fees assessed by the FCC incident to the filing, prosecution or at any time after the filing granting of the FCC Application only if such designation would not result shall be borne one-half by Buyer and one-half by Sellers. The parties hereto shall make available to one another, promptly after the filing thereof, copies of all correspondence, amendments, and reports filed after the date hereof and on or prior to the Closing Date with the FCC by any parties hereto, as the case may be, in a delay respect of the Station. Each party shall notify the other parties hereto in the FCC's consideration event it obtains knowledge of any other facts, actions, communications, or occurrences that might directly or indirectly affect the parties’ intent or ability to obtain prompt FCC approval of the transactions contemplated by this Agreement. Buyer and Sellers shall use commercially reasonable efforts to oppose any petitions to deny or other objections filed with respect to the FCC Application; provided, however, that neither Buyer nor any Seller shall have any obligation to participate in an evidentiary hearing on the FCC Application. Seller If the parties mutually agree, Buyer and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required Sellers shall appeal or requested by the FCC or as may be appropriate to expedite the grant otherwise seek review of any action of the FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny denying the FCC Application, or if the FCC grants such application and any person or entity petitions by filing an appropriate request for reconsideration appeal or review of such grant before with the FCC or appeals or applies for review in any judicial proceedinga court of competent jurisdiction, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before as the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7case may be.

FCC Consent. Seller and Purchaser will use Reasonable Efforts to prepare all application forms and related exhibits, certifications and other documents necessary to secure the Consent (a) The exchange of the FCC WCFC Assets for the KWOK Xxxets as contemplated by this Agreement is subject to the Transactions (collectively, the "FCC Application") and to file obtaining the FCC Application within ten Consent. (10b) Business Days following the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to the filing Within five (5) business days of the FCC Application without restrictionexecution of this Agreement, or at any time after the filing of Christian and Paxsxx-00 will prepare and file with the FCC Application only if an appropriate application for the WCFC FCC Consent. The parties shall prosecute such designation would not result in a delay in the FCC's consideration of the FCC Application. Seller application with commercially reasonable diligence and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate otherwise use their commercially reasonable efforts to expedite obtain the grant of the FCC Application without conditions materially adverse application as expeditiously as practicable. Each party will promptly provide to Seller the other party a copy of any pleading, order or Purchaserother document served on it relating to such application. If any person Except as set forth in Schedule 6.1(b), Paxsxx-00 is and will be legally, financially and otherwise qualified to be the licensee of, acquire, own and operate the WCFC Assets under the Communications Act, and the rules, regulations and policies of the FCC, and Paxsxx-00 shall take or entity petitions cause to be taken all actions necessary or appropriate to be taken by Paxsxx-00 (or its Affiliates) to permit the FCC to deny approve in a timely fashion the assignment to Paxsxx-00 of the WCFC FCC Licenses. (c) Within five (5) business days of the execution of this Agreement, Paxsxx-00 will cause Paxsxx Xxxwaukee to prepare and file with the FCC Applicationan appropriate application for FCC consent to the assignment to DP Media of the licenses, or if permits and other authorizations issued by the FCC grants to Paxsxx Xxxwaukee License, Inc. for WPXE (the "WPXE FCC Licenses"). Paxsxx-00 will cause Paxsxx Xxxwaukee to prosecute such application with commercially reasonable diligence and otherwise use its commercially reasonable efforts to obtain the grant of the application as expeditiously as possible. Paxsxx- 00 will promptly provide to Christian a copy of any pleading, order or other document served on Paxsxx Xxxwaukee relating to such application. Paxsxx-00 will cause Paxsxx Xxxwaukee to take or cause to be taken all actions necessary or appropriate to be taken by Paxsxx Xxxwaukee (or its Affiliates) to permit the FCC to approve in a timely fashion the assignment to DP Media of the WPXE FCC Licenses. To the knowledge of Paxsxx-00, DP Media is legally, financially and otherwise qualified to be the licensee of, acquire, own and operate WPXE under the Communications Act and the rules, regulations and policies of the FCC. (d) Within five (5) business days of the commencement by KWOK xx broadcast operations pursuant to program test authority, Christian and Cocoxx Xxxia will prepare and file with the FCC an appropriate application for the KWOK XXX Consent. The parties shall prosecute such application with commercially reasonable diligence and otherwise use their commercially reasonable efforts to obtain the grant of the application as expeditiously as possible. Each party will promptly provide to the other party a copy of any pleading, order or other document served on it relating to such application. Except as set forth in Schedule 6.1(a), Christian is and will be legally, financially and otherwise qualified to be the licensee of, acquire, own and operate the KWOK Xxxets under the Communications Act, and the rules, regulations and policies of the FCC, and Christian shall take or cause to be taken all actions necessary or appropriate to be taken by Christian (or its Affiliates) to permit the FCC to approve in a timely fashion the assignment to Christian of the KWOK XXX Licences. (e) Each party agrees to comply with any condition imposed on it by any FCC Consent, except that no party shall be required to comply with a condition if compliance with the condition would have a material adverse effect upon it. For purposes hereof, a condition shall not be deemed to have a "material adverse effect" upon a party solely because it requires such party to file periodic reports. Christian, Paxsxx-00 and Cocoxx Xxxia, as appropriate, shall oppose any petitions to deny or other objections filed with respect to the applications for any FCC Consent and any person or entity petitions requests for reconsideration or review of such grant before the any FCC or appeals or applies for review in any judicial proceeding, then Seller Consent. Cocoxx Xxxia and Purchaser will Paxsxx-00 shall use their Reasonable Efforts commercially reasonable efforts to have North Bay oppose any such petition before the FCC petitions, objections or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. requests. (f) If the Closing has shall not have occurred for any reason within 180 days following the date original effective period of any FCC Consent, and neither party shall have terminated this Agreement under Section 11.2, either Paxsxx-00, Cocoxx Xxxia or Christian shall request an extension of the grant effective period of such FCC Consent. No extension of the effective period of any FCC Application, Seller and Purchaser Consent shall use Reasonable Efforts limit the exercise by either party of its right to obtain such extensions of terminate the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Agreement under Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.711.2.

FCC Consent. Seller and Purchaser will use Reasonable Efforts to prepare all application forms and related exhibits, certifications and other documents necessary to secure the Consent (a) The assignment of the FCC Licenses from License Seller to Buyer as contemplated by this Agreement is subject to the Transactions prior consent and approval of the FCC. (collectively, the "FCC Application"b) and to file the FCC Application within Within ten (10) Business Days following after the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closingdate hereof, it may do so at any time prior to the filing of LIN and Buyer shall prepare and thereafter shall promptly file with the FCC Application without restriction, or at any time after the filing of the FCC Application only if such designation would not result in a delay in the FCC's consideration of the FCC Assignment Application. Seller The FCC filing fees shall be paid one-half by Buyer and Purchaser each will promptly one-half by LIN. The parties shall thereafter prosecute the Assignment Application with commercially reasonable diligence and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate otherwise use their commercially reasonable efforts to expedite obtain the grant of the Assignment Application as expeditiously as practicable. Each party will promptly provide to the other party a copy of any pleading, order or other document served on them relating to such Assignment Application. LIN shall comply with all Applicable Laws regarding public notice of the Assignment Application. (c) Each party agrees to comply with any condition imposed on it by any FCC Application without conditions materially Consent, except that no party shall be required to comply with a condition if (i) the condition was imposed on it as the result of a circumstance the existence of which does not constitute a breach by that party of any of its representations, warranties or covenants hereunder or (ii) compliance with the condition would have a material adverse to Seller or Purchasereffect upon it. If Buyer and LIN shall oppose any person or entity petitions the FCC to deny or other objections filed with respect to the application for any FCC Application, or if the FCC grants such application Consent and any person or entity petitions requests for reconsideration or review of such grant before the any FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. Consent. (d) If the Closing has shall not have occurred for any reason within 180 days following the date original effective period of any FCC Consent, and neither party shall have terminated this Agreement under Section 9 hereof, the parties shall jointly request an extension of the grant effective period of such FCC Consent. No extension of the effective period of any FCC Application, Seller and Purchaser Consent shall use Reasonable Efforts limit the exercise by either party of its right to obtain such extensions of terminate the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Agreement under Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.79 hereof.

FCC Consent. (i) Each party hereto covenants and agrees to act diligently and use commercially reasonable efforts to obtain, as promptly as possible, the FCC Partial Assignment of License Consent, FCC Waiver Request and FCC Seller License Modification, and Purchaser will use Reasonable Efforts to prepare all application forms and related exhibits, certifications and other documents necessary to secure the Consent Final Orders of the FCC authorizing the FCC Partial Assignment of License Consent, and the Transaction in accordance with the terms of this Agreement. No later than fifteen (15) Business Days after the Effective Date of this Agreement, Buyer, in cooperation with Seller, shall prepare and file appropriate applications with the FCC for the assignment of the Partitioned License to Buyer (the “FCC Partial Assignment of License Application”). In addition, each party hereto covenants and agrees to act diligently and use commercially reasonable efforts to obtain, if necessary in order to achieve the above, consents of other co-located or neighboring FCC AMTS licensees, to the Transactions FCC Partial Assignment of License Consent, FCC Waiver Request and FCC Seller License Modification. (collectivelyii) FCC Partial Assignment of License Application and FCC Waiver Request. No later than fifteen (15) Business Days after the Effective Date of this Agreement, Buyer, in consultation with Seller, shall prepare and file appropriate applications with the FCC for the assignment of the Partitioned License to Buyer (the "FCC Partial Assignment of License Application") and to file ), including the FCC Application within ten (10) Business Days following Waiver Request. In the Effective DateFCC Partial Assignment of License Application, Buyer and Seller shall each certify that they will independently satisfy the FCC's substantial service requirement for their partitioned areas, pursuant to 47 C.F.R. §80.60(d). If Purchaser desires Notwithstanding the FCC Waiver Request attached hereto, Buyer, after consultation with Seller, shall have the right to designate another wholly-owned subsidiary of Clearwire to receive revise the License at the Closing, it may do so FCC Waiver Request at any time prior (including via amendments thereto after filing) (A) in order to increase the filing likelihood of the FCC's grant of the FCC Application without restriction, Waiver or at any time after (B) to achieve the filing reasonable suitability for the purpose intended by Buyer of the FCC Application only if such designation would Partitioned License (including, but not result in a delay in limited to, changing the FCC's consideration of the FCC Application. Seller and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices waivers requested or adding additional waivers as may be required or requested advised by the FCC or as may be appropriate reasonably determined as necessary by Buyer); provided, however, that in either case, nothing herein (or elsewhere in this Agreement) shall obligate Buyer to expedite the grant of revise the FCC Application without conditions materially adverse Waiver Request. Except as revised by Buyer in accordance with the previous sentence or as mutually agreed to Seller or Purchaser. If any person or entity petitions by the parties, the FCC to deny the FCC Application, Waiver Request shall not otherwise be revised or if the FCC grants such application and any person or entity petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant amended except as mutually agreed by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7parties.

FCC Consent. Seller and Purchaser will use Reasonable Efforts to prepare all application forms and related exhibits, certifications and other documents necessary to secure the Consent The assignment of the FCC Licenses as contemplated by this Agreement is subject to the Transactions prior consent and approval of the FCC. A. As soon as possible, but in no event later than (collectively__) business days after the execution of this Agreement, Buyer and Seller shall file with the "FCC Application") an appropriate application for FCC Consent. The parties shall prosecute said application with all reasonable diligence and otherwise use their best efforts to obtain the grant of such application as expeditiously as practicable. If the FCC Consent imposes any condition on any party hereto, such party shall use its best efforts to comply with such condition unless compliance would be unduly burdensome or would have a material adverse effect upon it. If reconsideration or judicial review is sought with respect to the FCC Consent, Buyer and Seller shall oppose such efforts to obtain reconsideration or judicial review (but nothing herein shall be construed to limit any party's right to terminate this Agreement pursuant to Section 9 of this Agreement). B. Within days of the execution of this agreement, if required by law, Buyer and Seller shall file the FCC Application within ten (10) Business Days following requisite forms with the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior Federal Trade Commission pursuant to the filing Premerger Notification Requirements Under the Hart-Scott-Rodino Antitrust Improvements Act of the FCC Application without restriction, or at any time after the filing of the FCC Application only if such designation would not result in a delay in the FCC's consideration of the FCC Application. Seller and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite 1976. C. Xxx xxxxxxxx xx xhe Assets hereunder is expressly conditioned upon (i) the grant of the FCC Application Consent without conditions any materially adverse to Seller or Purchaser. If any person or entity petitions conditions on Buyer, (ii) compliance by the parties hereto with the condition (if any) imposed in the FCC to deny Consent, (iii) the FCC ApplicationConsent, through the passage of time or if otherwise, becoming a Final Order; provided, though, that the condition that the FCC grants such application Consent shall have become a Final Order may be waived by Buyer, in its sole discretion, and any person or entity petitions for reconsideration or review (iv) Notice of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date Termination of the grant waiting period provided by Section 7A (b) (1) of the FCC Application, Seller Clayton Act and Purchaser shall use Reasonable Efforts to obtain such extensions Section 803.10 (B) of the effectiveness Premerger Notification Xxxxxxxments under the Hart-Scott-Rodino Antitrust Improvements Act of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7.1976

FCC Consent. Seller and Purchaser will use Reasonable Efforts to prepare all application forms and related exhibits, certifications and other documents necessary to secure the Consent (a) The assignment of the FCC Licenses from Seller to Buyer as contemplated by this Agreement is subject to the Transactions prior consent and approval of the FCC. (collectively, the "FCC Application"b) and to file the FCC Application within ten Within five (105) Business Days following after the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closingdate hereof, it may do so at any time prior to the filing of Seller and Buyer shall prepare and file with the FCC Application without restriction, or at any time after the filing of the FCC Application only if such designation would not result in a delay in the FCC's consideration of the FCC Assignment Application. Seller The parties shall thereafter prosecute the Assignment Application with commercially reasonable diligence and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate otherwise use their commercially reasonable efforts to expedite obtain the grant of the Assignment Application as expeditiously as practicable. Each party hereto will promptly provide to the other party hereto a copy of any pleading, order or other document served on them relating to such Assignment Application. (c) Each party hereto agrees to comply with any condition imposed on it by any FCC Application without conditions materially Consent, except that no party hereto shall be required to comply with a condition if compliance with the condition would have a material adverse to effect upon it. Buyer and Seller or Purchaser. If shall oppose any person or entity petitions the FCC to deny or other objections filed with respect to the application for any FCC ApplicationConsent and, or if to the FCC grants such application extent agreed upon by Buyer and Seller any person or entity petitions requests for reconsideration or review of such grant before the any FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. Consent. (d) If the Closing has shall not have occurred for any reason within 180 days following the date original effective period of any FCC Consent, and none of the grant parties shall have terminated this Agreement under Section 9, the parties hereto shall jointly request an extension of the effective period of such FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions Consent. No extension of the effectiveness effective period of such grant as is reasonably necessary any FCC Consent shall limit the exercise by any party hereto of its right to permit terminate the scheduling of Closing pursuant to Agreement under Section 2.49 hereof. Purchaser will be responsible for the payment of all All FCC application filing fees incurred in connection with this Section 5.7shall be paid equally by Buyer and Seller.

FCC Consent. Seller and Purchaser will use Reasonable Efforts to prepare all application forms and related exhibits, certifications and other documents necessary to secure the Consent of the FCC to the Transactions (collectively, the "FCC Application"i) and to file the FCC Application within Within ten (10) Business Days following after the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary date of Clearwire to receive this Agreement, Buyer and Sellers shall file one or more applications with the License at FCC (the Closing, it may do so at any time prior “FCC Applications”) requesting FCC consent to the filing transfer of control of the FCC Application without restrictionLicenses to Buyer. FCC consent to the FCC Applications with respect to the FCC Licenses is referred to herein as the “FCC Consent.” Until such time as the FCC Consent shall have been obtained, Buyer and Sellers shall diligently prosecute the FCC Applications and otherwise use their best efforts to obtain the FCC Consent as soon as possible; provided, however, except as provided in the following sentence or in Section 5.1(b)(i) and Section 5.1(b)(iv), neither Buyer nor Sellers nor the Company shall be required to pay consideration to any third-party to obtain the FCC Consent. Buyer shall pay all FCC filing fees relating to the Transaction irrespective of whether the Transaction is consummated. (ii) Until such time as the FCC Consent shall have been obtained, each of Buyer and Sellers shall oppose any petitions to deny or other objections filed with respect to the FCC Applications to the extent such petition or objection relates to such Party. Neither Buyer nor Seller shall take any action that would, or at any time after fail to take such action the filing failure of which to take would, reasonably be expected to have the effect of materially delaying the receipt of the FCC Application only if such designation would Consent. (iii) If the Closing shall not result in a delay in have occurred for any reason within the FCC's consideration original effective period of the FCC Consent, and neither Party shall have terminated this Agreement under Section 11.1, Buyer and Sellers shall request one or more extensions of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of any Party to exercise its rights under Section 11.1. (iv) The FCC Licenses of the Station expire on the dates corresponding thereto as set forth on Schedule 3.6(a). If, at any point prior to Closing, an application for the renewal of any FCC License (a “Renewal Application. ”) must be filed pursuant to the Communications Laws, the applicable Seller and Purchaser each will promptly and diligently prepare(or the Company) shall execute, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all with the FCC such actions and give all such notices as may be required or requested Renewal Application in accordance with Section 5.2(a)(ii) hereof. If an FCC Application is granted by the FCC subject to a renewal condition, then the term “FCC Consent” shall be deemed to also include satisfaction of such renewal condition. To the extent necessary or as may be appropriate to avoid disruption or delay in the processing of the FCC Applications, Buyer agrees to assume, as between the Parties and the FCC, the position of the applicant before the FCC with respect to any pending Renewal Application and to assume the corresponding regulatory risks relating to any such Renewal Application; provided, that in no event will such assumption affect Buyer’s rights hereunder with respect to the representations, warranties, covenants and indemnification obligations of the Sellers and the Company. Buyer and Sellers acknowledge that, to the extent reasonably necessary to expedite the grant by the FCC of any Renewal Application and thereby to facilitate the grant of the FCC Application without conditions materially adverse Consent with respect to Seller or Purchaser. If any person or entity petitions such Station, each of Buyer, Sellers, and their applicable subsidiaries shall be permitted to enter into tolling agreements with the FCC to deny extend the statute of limitations for the FCC Applicationto determine or impose a forfeiture penalty against such Station in connection with (a) any pending complaints that the Station aired programming that contained obscene, indecent or profane material, or if (b) any other enforcement matters against such Station with respect to which the FCC grants such application may permit Buyer or Sellers (or any of their respective subsidiaries) to enter into a tolling agreement. For the purposes hereof, “Communications Laws” shall mean the Communications Act of 1934, as amended, and any person or entity petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceedingrules, then Seller regulations and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant written policies of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing promulgated pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7thereto.

FCC Consent. Seller (a) The purchase and Purchaser will use Reasonable Efforts sale of the License Assets as contemplated by this Agreement is subject to prepare all application forms and related exhibits, certifications and other documents necessary to secure the Consent receipt of the FCC Consent prior to the Transactions License Closing, including the grant of any waiver or determination of the FCC that may be necessary under rules and policies of the FCC in effect as of the date of the grant of such FCC Consent to permit Buyer to hold the FCC Licenses for the Station, together with the license for KCTV(TV), Kansas, City Missouri, without time limitation or any condition requiring the future divestiture of either station (collectivelythe “Ownership Waiver”). Buyer and Sellers acknowledge that under rules and policies of the FCC in effect as of the date of this Agreement, the "FCC Application") and grant of an Ownership Waiver is required to file obtain the FCC Application Consent for Buyer’s purchase and sale of the License Assets. (b) Buyer shall provide Sellers written notices regarding the financial and other information reasonably needed by Buyer to prepare a request for an Ownership Waiver as soon as practicable. Sellers shall use their commercially reasonable efforts to provide such requested information to Buyer no later than the later of fifteen (15) Business Days after the First Closing Date or ten (10) Business Days after Sellers’ receipt of the last of such written notices. Sellers shall cooperate fully with Buyer in the preparation of the Ownership Waiver. Unless Seller is notified in writing by Buyer that it requires additional time to consider the basis for the Ownership Waiver, within ten (10) Business Days following after Buyer receives all such information from Sellers, Sellers and Buyer shall prepare and file with the Effective DateFCC an appropriate application for FCC Consent (the “FCC Application”), which application shall include the Ownership Waiver. (c) If the FCC Application is not submitted to the FCC as provided in Section 5.1(b), Buyer and Sellers agree to submit the FCC Application for FCC Consent within ten (10) Business Days after Sellers receive written notice from Buyer requesting that an appropriate FCC Application be prepared, which written notice will be promptly provided by Buyer upon receiving advice of its FCC counsel that it is more likely than not that such FCC Application would be approved. If Purchaser desires Such FCC Application may or may not include the Ownership Waiver, as Buyer may determine to designate another wholly-owned subsidiary of Clearwire to receive be necessary or appropriate under the License at the Closing, it may do so at any time prior to circumstances. (d) Following the filing of the FCC Application without restrictionApplication, or at any time after the filing of parties shall prosecute the FCC Application only if such designation would not result in with all reasonable diligence and otherwise use their respective reasonable best efforts to obtain a delay in the FCC's consideration of the FCC Application. Seller and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of the FCC Application without conditions as expeditiously as practicable. Each party agrees to comply with any condition imposed on it by the FCC Consent, except that no party shall be required to comply with a condition if (i) the condition was imposed on it as the result of a circumstance, the existence of which does not constitute a breach by that party of any of its representations, warranties, or covenants hereunder, and (ii) compliance with the condition would have a material adverse effect upon it. Buyer and Sellers agree that any condition requiring the present or future divestiture of any rights of Buyer or the Sales Agent (as defined in the JSA) in the Station or KCTV shall constitute a condition materially adverse to Seller Buyer and also a condition imposed as the result of a circumstance, the existence of which does not constitute a breach by Buyer of any of its representations, warranties, or Purchasercovenants under this Agreement. If Buyer and Sellers shall oppose any person petitions to deny or entity petitions other objections filed with respect to the FCC to deny the FCC Application, or if the FCC grants such application Application and any person or entity petitions requests for reconsideration or judicial review of such grant before the FCC or appeals or applies Consent. (e) If the License Closing shall not have occurred for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before reason within the original effective period of the FCC Consent and neither party shall have terminated this Agreement under Section 8, the parties shall jointly request one or defend such grant more extensions of the effective period of the FCC Consent. No extension of the effective period of the FCC Consent shall limit the exercise by either party of its right to terminate the Agreement under Section 8. (f) In the event the FCC Application is denied or dismissed by the FCC, Buyer agrees to resubmit its application for FCC Consent promptly upon receiving advice of its FCC counsel that it is more likely than not that such resubmitted application would be approved. If In the FCC denies the FCC Application or grants such application with conditions materially adverse event Buyer elects to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure seek reconsideration or judicial review of any such action. If denial or dismissal, Sellers shall cooperate fully in the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness prosecution of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7reconsideration or review.

FCC Consent. (a) The conveyance of the Option Interests by Seller to Buyer as contemplated by this Agreement is subject to the prior consent and approval of the FCC. (b) Seller and Purchaser will Buyer shall prepare and, within five (5) business days after Seller's receipt of the Option Notice (as defined below), shall file with the FCC an appropriate application for the FCC Consent. Seller and Buyer shall thereafter prosecute the application for the FCC Consent with all diligence and otherwise use Reasonable Efforts their respective best efforts to prepare all obtain a grant of the application forms for the FCC Consent as expeditiously as possible. Each party agrees to comply with any condition imposed on it by the FCC Consent, except that no party shall be required to comply with a condition if (i) the condition was imposed on it as the result of a circumstance the existence of which does not constitute a breach by that party of any of its representations, warranties, or covenants hereunder, and related exhibits, certifications (ii) compliance with the condition would have a material adverse effect upon it. Buyer and Seller shall oppose any petitions to deny or other documents necessary objections filed with respect to secure the application for the FCC Consent and any requests for reconsideration or judicial review of the FCC to Consent. (c) If the Transactions (collectively, Second Closing shall not have occurred for any reason within the "FCC Application") and to file the FCC Application within ten (10) Business Days following the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to the filing original effective period of the FCC Application without restrictionConsent and neither party shall have terminated this Agreement under Article 18, the parties shall jointly request one or at any time after more extensions of the filing effective period of the FCC Application only if such designation would not result in a delay in Consent. No extension of the FCC's consideration effective period of the FCC Application. Seller and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested Consent shall limit the exercise by either party of its right to terminate the FCC or as may be appropriate to expedite the grant of the FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny the FCC Application, or if the FCC grants such application and any person or entity petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7Agreement under Article 18.

FCC Consent. Seller and Purchaser will use Reasonable Efforts to prepare all application forms and related exhibits, certifications and other documents necessary to secure the Consent (a) The assignment of the FCC Licenses in connection with the purchase and sale of the Assets pursuant to this Agreement shall be subject to the Transactions prior consent and approval of the FCC. (collectively, the "FCC Application"b) Seller and to Buyer shall file the FCC Application within ten (10) Business Days following business days after the Effective Datedate hereof an appropriate application for the FCC Consent. If Purchaser desires The parties shall prosecute the application with all reasonable diligence and otherwise use their commercially reasonable efforts to designate another whollyobtain a grant of the application as expeditiously as practicable. Buyer's portion of the applications for the FCC Consents with respect to radio and television stations WTHI(AM), WTHI-owned subsidiary FM and WTHI(TV), Terre Haute, Indiana, and WWVR-FM, West Terre Haute, Indiana (the "Terre Haute FCC Consents"), shall include a request for waiver of Clearwire the FCC's one-to-a-market rule (47 C.F.R. Section 73.3555(c)) to receive permit the License at common ownership of such radio and television stations (the Closing"Terre Haute One-To-A-Market Waiver"). Notwithstanding any provision in this Agreement to the contrary, it may do so at Buyer's obligation to consummate the transactions contemplated by this Agreement shall not be affected by the imposition of any time prior condition in the Terre Haute FCC Consents requiring divestiture of one or more of the above-referenced Terre Haute radio stations in order to comply with current or future FCC ownership rules. Should such divestiture be required, Buyer will use its commercially reasonable efforts (i) to sell the necessary radio station(s) and (ii) to cause the filing of an application for FCC consent to the FCC Application without restriction, or at any time after the filing sale of the FCC Application only if such designation would not result in a delay in necessary radio station(s), each within the FCC's consideration of the FCC Application. Seller and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of the FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny the FCC Application, or if the FCC grants such application and any person or entity petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant period specified by the FCC. If Further more, each party agrees to comply with any other condition imposed on it by the FCC denies Consent, except that no party shall be required to comply with a condition if (1) the condition was imposed on it as the result of a circumstance the existence of which does not constitute a breach by the party of any of its representations, warranties, or covenants under this Agreement, and (2) compliance with the condition would have a material adverse effect upon it. Buyer and Seller shall oppose any requests for reconsideration or judicial review of the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such actionConsent. If the Closing has shall not have occurred for any reason within 180 days following the date of the grant original effective period of the FCC ApplicationConsent, Seller and Purchaser neither party shall use Reasonable Efforts to obtain such extensions have terminated this Agreement under Section 9, the parties shall jointly request an extension of the effectiveness effective period of such grant as is reasonably necessary to permit the scheduling FCC Consent. No extension of Closing pursuant to the FCC Consent shall limit the exercise by either party of its rights under Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.79.

FCC Consent. (a) Purchaser and Seller shall prepare and Purchaser will use Reasonable Efforts to prepare all application forms and related exhibits, certifications and other documents necessary to secure file within five days of the Consent date of this Agreement their respective portions of the FCC applications and other instruments necessary to obtain all approvals and consents required under the Transactions Communications Act in connection with the transactions contemplated hereby (collectively, the "FCC ApplicationConsent") and ), and, thereafter, shall use their reasonable efforts to file obtain the FCC Application within ten (10) Business Days following the Effective DateConsent as expeditiously as practicable. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to the filing The parties hereto recognize and acknowledge that under applicable rules and regulations of the FCC Application without restrictionFCC, or at any time after the filing ownership of television station WHAI-TV, Bridgeport, Connecticut (the FCC Application only if "Bridgeport Station"), by Paxsxx xxx the Station by Purchaser is not permitted unless appropriate waivers of such designation would not result in a delay in rules and regulations are obtained. Paxsxx xxxll request and use its reasonable efforts to obtain television satellite authorization pursuant to Note 5 of Section 73.3555 of the FCC's consideration rules with respect to the Bridgeport Station (the "Satellite Authorization"); provided, however, that in no event shall the failure to obtain permanent waivers with respect to ownership of the FCC ApplicationBridgeport Station by Paxsxx xxxuse Purchaser from the obligation to consummate the transactions contemplated hereby. Seller and Purchaser each will promptly and diligently prepareNotwithstanding any contrary provision contained herein, file and prosecute all Paxsxx xxxll dispose of the Bridgeport Station prior to consummation of the transactions contemplated hereby if necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by in order to obtain the FCC or as may be appropriate to expedite the grant Consent. (b) Purchaser agrees that it shall not request continued use of the FCC Application without conditions materially adverse call letters "WBIS" (which are an 25 20 Excluded Asset) and that Purchaser and its successors shall not be entitled to Seller or Purchaser. If any person or entity petitions the FCC to deny the FCC Application, or if the FCC grants use such application call letters. (c) All costs and any person or entity petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred expenses in connection with this Section 5.7obtaining the FCC Consent, including filing fees, advertising fees and transfer, stamp and other taxes shall be shared equally by Seller and Purchaser.

FCC Consent. Seller (a) The exchange and Purchaser will use Reasonable Efforts transfer of the Assets as contemplated by this Agreement is subject to prepare all application forms the prior consent and related exhibitsapproval of the FCC. (b) Within fifteen (15) calendar days after the date hereof, certifications Sellers and other documents necessary to secure Buyer shall file one or more assignment applications (the Consent of “Assignment Applications”) with the FCC to the Transactions (collectively, the "FCC Application") and to file obtain the FCC Application within ten (10) Business Days following Consents. Buyer and Sellers shall cooperate with each other in the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to the preparation and filing of the FCC Application without restrictionAssignment Applications and all information, or at any time after the filing of data, exhibits, statements, and other materials required thereby. Each party further agrees to (i) expeditiously prepare and file with the FCC Application only if such designation would not result any amendments or any other filings in a delay in the FCC's consideration of the FCC Application. Seller and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or connection therewith which are requested by the FCC or required by its rules and policies, (ii) cooperate in the timely filing of extensions of any FCC consummation deadline (as long as the Agreement has not been terminated in accordance with its terms) if the conditions for Closing have not yet been satisfied, and (iii) take such other actions as may be necessary or appropriate to expedite obtain the grant issuance of the FCC Application without conditions materially adverse Consents at the earliest practicable time and having each FCC Consent become a Final Order. For purposes of this Agreement, each party shall be deemed to Seller or Purchaser. If any person or entity petitions be using its commercially reasonable efforts with respect to obtaining the FCC Consents and having each FCC Consent become a Final Order, and to deny be otherwise complying with the FCC Applicationforegoing provisions of this Section 6.1(b), so long as it (x) truthfully and promptly provides information necessary or appropriate to complete and file its portion of the Assignment Applications and any amendments thereto in a timely manner, (y) timely provides its comments on any documents and other materials to be filed by the other party and (z) uses its reasonable efforts to oppose any and every petition to deny, informal objection or other challenge to the Assignment Applications and any and every reconsideration petition, application for review, or if judicial appeal seeking a reversal of an FCC Consent or, as the FCC grants such application case may be, a Final Order, all without prejudice to the parties’ termination rights under this Agreement; provided, that Sellers, on the one hand, and Buyer, on the other, shall not be required to expend any person funds or entity petitions efforts contemplated under this Section 6.1(b) unless the other is concurrently and likewise complying with its respective obligations under this Section 6. (c) Except as otherwise provided herein, each party will be solely responsible for reconsideration or review the expenses incurred by it in the preparation, filing, and prosecution of such grant before the Assignment Applications and the fulfillment of its obligations under clause (b) hereof. All filing fees imposed by the FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred governmental authority in connection with this Section 5.7the filing of the Assignment Applications and the prosecution thereof shall be paid one-half (1/2) by Sellers, on the one hand, and one-half (1/2) by Buyer, on the other. (d) Sellers shall, at their own expense, give timely notice of the filing of the Assignment Applications by such means and in such manner as may be required by the rules and regulations of the FCC.

FCC Consent. Seller (a) The exchange and Purchaser will use Reasonable Efforts to prepare all application forms and related exhibits, certifications and other documents necessary to secure the Consent transfer of the FCC Assets as contemplated by this Agreement is subject to the Transactions prior consent and approval of the FCC. (collectively, the "FCC Application"b) Sellers and to file the FCC Application Buyer shall prepare and within ten (10) Business Days following after the Effective Datedate of this Agreement shall file with the FCC an appropriate application for FCC Consent. If Purchaser desires The parties shall thereafter prosecute the application with all reasonable diligence and otherwise use their respective best efforts to designate another wholly-owned subsidiary obtain a grant of Clearwire the application as expeditiously as practicable. Each party agrees to receive comply with any condition imposed on it by the FCC Consent, except that no party shall be required to comply with a condition if (i) the condition was imposed on it as the result of a circumstance, the existence of which does not constitute a breach by that party of any of its representations, warranties, or covenants hereunder, and (ii) compliance with the condition would have a material adverse effect upon it. Further, Buyer shall not be required to comply with any condition that would require it to divest WTTK, WTTV, or any other station in the Indianapolis, Indiana market whose FCC License at Buyer holds as of the Closing, it may do so at date of this Agreement. Buyer and Sellers shall oppose any time prior petitions to deny or other objections filed with respect to the filing application for the FCC Consent and any requests for reconsideration or judicial review of the FCC Application without restrictionConsent. (c) Buyer shall prepare and submit as part of the application to the FCC for FCC Consent a request for an appropriate waiver of the FCC’s rules to permit Buyer to operate WTTK as a satellite of WTTV pursuant to Note 5 to 47 C.F.R. sec. 73.3555, together with necessary and sufficient materials supporting such a request. In connection with the waiver request, Buyer shall neither propose nor request any changes to the operation of either WTTK or at WTTV. (d) If the Closing shall not have occurred for any time after reason within the filing original effective period of the FCC Application only if such designation would not result in a delay in Consent and neither party shall have terminated this Agreement under Section 9, the FCC's consideration parties shall jointly request an extension of the effective period of the FCC ApplicationConsent. Seller and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by No extension of the FCC or as may be appropriate to expedite the grant effective period of the FCC Application without conditions materially adverse Consent shall limit the exercise by either party of its right to Seller or Purchaser. If any person or entity petitions terminate the FCC to deny the FCC Application, or if the FCC grants such application and any person or entity petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Agreement under Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.79.

FCC Consent. Seller and Purchaser will use Reasonable Efforts to prepare all application forms and related exhibits, certifications and other documents necessary to secure the Consent (a) The assignment of the FCC Licenses in connection with the purchase and sale of the Assets pursuant to this Agreement shall be subject to the Transactions prior consent and approval of the FCC. (b) Seller and Buyer shall promptly prepare an appropriate application for the FCC Consent and shall file the application with the FCC within five (5) business days of the execution of this Agreement. The parties shall prosecute the application with all reasonable diligence and otherwise use their commercially reasonable efforts to obtain a grant of the application as expeditiously as practicable. Each party agrees to comply with any condition imposed on it by the FCC Consent, except that no party shall be required to comply with a condition if (1) the condition was imposed on it as the result of a circumstance the existence of which does not constitute a breach by the party of any of its representations, warranties, or covenants under this Agreement, and (2) compliance with the condition would have a material adverse effect upon it. Buyer and Seller shall oppose any requests for reconsideration or judicial review of the FCC Consent. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Section 9, the parties shall jointly request one or more extensions of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the exercise by either party of its rights under Section 9. (c) Seller acknowledges that Buyer's portion of the application for the FCC Consent shall include a request for temporary waiver of the FCC's so-called duopoly rule (47 C.F.R. 73.3555(b)) to permit Buyer's common ownership of WABU and Buyer's existing Television Station WBPX(TV), Norwell, Massachusetts, pending Buyer's disposition of WBPX(TV) and/or a commitment that Buyer will, on or before the Closing Date, assign to an independent trustee the licenses issued by the FCC for WBPX(TV) and transfer to the trustee such other assets of WBPX(TV) as the FCC may require pending Buyer's disposition of WBPX(TV) (collectively, the "FCC ApplicationWaivers") and to file the FCC Application within ten (10) Business Days following the Effective Date). If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to the filing of the FCC Application without restriction, or at any time after the filing of the FCC Application only if such designation would not result in a delay in the FCC's consideration of the FCC Application. Seller and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of the FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny the FCC Application, or if the FCC grants such application and any person or entity petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser Buyer shall use Reasonable Efforts all commercially reasonable efforts, at its sole expense, to obtain such extensions of prosecute the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7Waivers.

FCC Consent. (a) The conveyance of the Option Shares by Seller to Buyer as contemplated by this Agreement is subject to the prior consent and approval of the FCC. (b) Seller and Purchaser will Buyer shall prepare and, within five (5) business days after Seller's receipt of the Option Notice (as defined below), shall file with the FCC an appropriate application for the FCC Consent. Seller and Buyer shall thereafter prosecute the application for the FCC Consent with all diligence and otherwise use Reasonable Efforts their respective best efforts to prepare all obtain a grant of the application forms for the FCC Consent as expeditiously as possible. Each party agrees to comply with any condition imposed on it by the FCC Consent, except that no party shall be required to comply with a condition if (i) the condition was imposed on it as the result of a circumstance the existence of which does not constitute a breach by that party of any of its representations, warranties, or covenants hereunder, and related exhibits, certifications (ii) compliance with the condition would have a material adverse effect upon it. Buyer and Seller shall oppose any petitions to deny or other documents necessary objections filed with respect to secure the application for the FCC Consent and any requests for reconsideration or judicial review of the FCC to Consent. (c) If the Transactions (collectively, Second Closing shall not have occurred for any reason within the "FCC Application") and to file the FCC Application within ten (10) Business Days following the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to the filing original effective period of the FCC Application without restrictionConsent and neither party shall have terminated this Agreement under Article 17, the parties shall jointly request one or at any time after more extensions of the filing effective period of the FCC Application only if such designation would not result in a delay in Consent. No extension of the FCC's consideration effective period of the FCC Application. Seller and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested Consent shall limit the exercise by either party of its right to terminate the FCC or as may be appropriate to expedite the grant of the FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny the FCC Application, or if the FCC grants such application and any person or entity petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7Agreement under Article 17.

FCC Consent. (a) It is specifically understood and agreed by Buyer and Seller that the First Closing shall be in all respects subject to, and Purchaser will use Reasonable Efforts to conditioned upon, the receipt of prior FCC Consent. Buyer and Seller shall prepare all application forms and related exhibits, certifications and other documents necessary to secure the Consent of file with the FCC to the Transactions (collectively, the "FCC Application") and to file the FCC Application within as soon as practicable but in no event later than ten (10) Business Days following after the Effective Date. If Purchaser desires execution of this Agreement, all requisite applications and other necessary instruments and documents to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to the filing of request the FCC Application without restrictionConsent. After the aforesaid applications, or at any time after the filing of the FCC Application only if such designation would not result in a delay in instruments and documents have been filed with the FCC's consideration of the FCC Application. , Buyer and Seller and Purchaser each will promptly and diligently prepare, file and shall prosecute such applications with all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, reasonable diligence and take all steps reasonably necessary to obtain the requisite FCC Consent. No party hereto shall take any action that such actions party knows or should know would adversely affect obtaining the FCC Consent, or adversely affect the FCC Consent becoming a Final Order. Seller shall promptly enter into customary tolling, assignment, escrow, and give all such notices as may be required assumption or similar arrangements if necessary and requested by the FCC or as may be appropriate to expedite resolve any complaints with the grant FCC relating to any of the FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny the FCC Application, or if the FCC grants such application and any person or entity petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCCLicenses. If the FCC denies First Closing shall not have occurred for any reason within the original effective period of the FCC Application Consent and neither party shall have terminated this Agreement under Article XI, Buyer and Seller shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of either party to exercise its termination rights under Article XI. Buyer and Seller shall each pay one-half (1/2) of all FCC filing fees relating to the transactions contemplated hereby irrespective of whether the transactions contemplated by this Agreement are consummated. (b) The FCC Licenses expire on the dates set forth on Schedule 4.15. Seller has timely filed the FCC renewal applications with respect to the Stations and will diligently prosecute such applications. The parties acknowledge that under current FCC policy, either the FCC will not grant an assignment application while a renewal application is pending, or grants such the FCC will grant an assignment application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such actiona renewal condition. If the Closing has not occurred within 180 days following applications requesting the date of FCC Consent are granted subject to a renewal condition, then the grant term FCC Consent shall mean the FCC’s consent to the assignment of the FCC Application, Licenses from Seller to Buyer and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness satisfaction of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7renewal condition by Seller.

FCC Consent. Seller (a) The sale of the Stock as contemplated by this Agreement is subject to the prior consent and Purchaser will approval of the FCC. (b) HDA and Buyer shall, and shall cause the Company to, prepare and, within five (5) business days after the date hereof, file with the FCC an appropriate application for the FCC Consent. HDA and Buyer shall, and (PAGE)11 shall cause the Company to, thereafter prosecute the application for the FCC Consent with all reasonable diligence and otherwise use Reasonable Efforts their respective best efforts to prepare all obtain a grant of the application forms for the FCC Consent as expeditiously as practicable. Each party agrees to comply, and related exhibitscause the Company to comply, certifications with any condition imposed on it by the FCC Consent, except that no party shall be required to comply with a condition if (i) the condition was imposed on it as the result of a circumstance the existence of which does not constitute a breach by that party of any of its representations, warranties, or covenants hereunder, and (ii) compliance with the condition would have a material adverse effect upon it. HDA and Buyer shall, and shall cause the Company to, oppose any petitions to deny or other documents necessary objections filed with respect to secure the application for the FCC Consent and any requests for reconsideration or judicial review of the FCC Consent. The cost of such opposition shall be borne by the party whose qualifications are being challenged in such petition to deny, objection, request for reconsideration or judicial review. (c) If the Transactions (collectively, Closing shall not have occurred for any reason within the "FCC Application") and to file the FCC Application within ten (10) Business Days following the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to the filing original effective period of the FCC Application without restrictionConsent, or at any time after and neither party shall have terminated this Agreement under Section 9, the filing parties shall jointly request an extension of the effective period of the FCC Application only if such designation would not result in a delay in Consent. No extension of the FCC's consideration effective periods of the FCC Application. Seller and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested Consent shall limit the exercise by either party of its right to terminate the FCC or as may be appropriate to expedite the grant of the FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny the FCC Application, or if the FCC grants such application and any person or entity petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Agreement under Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.79.

FCC Consent. Seller and Purchaser will use Reasonable Efforts to prepare all application forms and related exhibits, certifications and other documents necessary to secure the Consent of the FCC to the Transactions (collectively, the "FCC Application"i) and to file the FCC Application within Within ten (10) Business Days following after the Effective Date. If Purchaser desires date that the Company delivers the Seller Signatures and Joinders (as defined below) from the holders of at least 90% of the issued and outstanding shares of Common Stock (the “90% Joinder Threshold”) to designate another wholly-owned subsidiary of Clearwire to receive Buyer, Buyer and the License at Company shall file the Closing, it may do so at any time prior FCC Applications requesting FCC Consent to the filing transfer of control of the FCC Application without restrictionLicenses to Buyer. Until such time as the FCC Consent shall have been obtained, Buyer and the Company shall diligently prosecute the FCC Applications and otherwise use their reasonable best efforts to obtain the FCC Consent as soon as possible. Buyer and the Company shall split equally all FCC filing fees relating to the Transaction irrespective of whether the Transaction is consummated. (ii) Until such time as the FCC Consent shall have been obtained, each of Buyer and the Company shall oppose any petitions to deny or other objections filed with respect to the FCC Applications to the extent such petition or objection relates to such Party. Neither Buyer nor Seller shall take any action that would, or at any time after fail to take such action the filing failure of which to take would, reasonably be expected to have the effect of materially delaying the receipt of the FCC Application only if such designation would Consent. (iii) If the Closing shall not result in a delay in have occurred for any reason within the FCC's consideration original effective period of the FCC Consent, and neither Party shall have terminated this Agreement under Section 11.1, Buyer and the Company shall request one or more extensions of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of any Party to exercise its rights under Section 11.1. (iv) The FCC Licenses of the Stations expire on the dates corresponding thereto as set forth on Schedule 3.6(a). If, at any point prior to Closing, an application for the renewal of any FCC License (a “Renewal Application. Seller and Purchaser each will promptly and diligently prepare”) must be filed pursuant to the Communications Laws, the applicable Subsidiary shall execute, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by with the FCC or as may be appropriate to expedite the grant of the such Renewal Application in accordance with Section 5.2(a)(ii) hereof. If an FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny the FCC Application, or if the FCC grants such application and any person or entity petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7.is

FCC Consent. Seller and Purchaser will use Reasonable Efforts to prepare all application forms and related exhibits, certifications and other documents necessary to secure the Consent of the FCC to the Transactions (collectively, the "FCC Application"i) and to file the FCC Application within Within ten (10) Business Days following after the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary date of Clearwire to receive this Agreement, Parent and the License at Company shall file one or more applications with the Closing, it may do so at any time prior FCC (the “FCC Applications”) requesting FCC consent to the filing transfer of control of the FCC Application without restrictionLicenses to Parent. FCC consent to the FCC Applications with respect to the FCC Licenses is referred to herein as the “FCC Consent.” Until such time as the FCC Consent shall have been obtained, Parent and the Company shall diligently prosecute the FCC Applications and otherwise use their best efforts to obtain the FCC Consent as soon as possible; provided, however, except as provided in the following sentence or in Section 5.1(b)(i) and Section 5.1(b)(iv), neither Parent nor the Company shall be required to pay consideration to any third-party to obtain the FCC Consent. Parent shall pay all FCC filing fees relating to the Transaction irrespective of whether the Transaction is consummated. (ii) Until such time as the FCC Consent shall have been obtained, each of Parent and the Company shall oppose any petitions to deny or other objections filed with respect to the FCC Applications to the extent such petition or objection relates to such Party. Neither Parent nor the Company shall take any action that would, or at any time after fail to take such action the filing failure of which to take would, reasonably be expected to have the effect of materially delaying the receipt of the FCC Application only if such designation would Consent. (iii) If the Closing shall not result in a delay in have occurred for any reason within the FCC's consideration original effective period of the FCC Consent, and neither Party shall have terminated this Agreement under Section 11.1, Parent and the Company shall request one or more extensions of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of any Party to exercise its rights under Section 11.1. (iv) The FCC Licenses of the Station expire on the dates corresponding thereto as set forth on Schedule 3.6(a). If, at any point prior to Closing, an application for the renewal of any FCC License (a “Renewal Application. Seller and Purchaser each will promptly and diligently prepare”) must be filed pursuant to the Communications Laws, the Company shall execute, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all with the FCC such actions and give all such notices as may be required or requested Renewal Application in accordance with Section 5.2(a)(ii) hereof. If an FCC Application is granted by the FCC subject to a renewal condition, then the term “FCC Consent” shall be deemed to also include satisfaction of such renewal condition. To the extent necessary or as may be appropriate to avoid disruption or delay in the processing of the FCC Applications, Parent agrees to assume, as between the Parties and the FCC, the position of the applicant before the FCC with respect to any pending Renewal Application and to assume the corresponding regulatory risks relating to any such Renewal Application; provided, that in no event will such assumption affect Parent’s rights hereunder with respect to the representations, warranties, covenants and indemnification obligations of the Company. Parent and the Company acknowledge that, to the extent reasonably necessary to expedite the grant by the FCC of any Renewal Application and thereby to facilitate the grant of the FCC Application without conditions materially adverse Consent with respect to Seller or Purchaser. If any person or entity petitions such Station, each of Parent, the Company, and their applicable subsidiaries shall be permitted to enter into tolling agreements with the FCC to deny extend the statute of limitations for the FCC Applicationto determine or impose a forfeiture penalty against such Station in connection with (a) any pending complaints that the Station aired programming that contained obscene, indecent or profane material, or if (b) any other enforcement matters against such Station with respect to which the FCC grants such application may permit Parent or the Company (or any of their respective subsidiaries) to enter into a tolling agreement. For the purposes hereof, “Communications Laws” shall mean the Communications Act of 1934, as amended, and any person or entity petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceedingrules, then Seller regulations and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant written policies of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing promulgated pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7thereto.

FCC Consent. Seller and Purchaser will use Reasonable Efforts to prepare all application forms and related exhibits, certifications and other documents necessary to secure the Consent (a) The assignment of the FCC Licenses in connection with the purchase and sale of the Assets pursuant to this Agreement shall be subject to the Transactions prior consent and approval of the FCC. (collectivelyb) Seller and Buyer shall promptly prepare an appropriate application for the FCC Consent and shall file the application with the FCC within five (5) business days of the execution of this Agreement. The parties shall prosecute the application with all reasonable diligence and otherwise use their best efforts to obtain a grant of the application as expeditiously as practicable. Each party agrees to comply with any condition imposed on it by the FCC Consent, except that no party shall be required to comply with a condition if (1) the condition was imposed on it as the result of a circumstance the existence of which does not constitute a breach by the party of any of its representations, warranties, or covenants under this Agreement, and (2) compliance with the condition would have a material adverse effect upon it. Buyer and Seller shall oppose any requests for reconsideration or judicial review of the FCC Consent. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Section 9, the "FCC Application") and to file parties shall jointly request an extension of the effective period of the FCC Application within ten Consent. No extension of the FCC Consent shall limit the exercise by either party of its rights under Section 9. (10c) Business Days following Seller has represented herein that on the Effective Datedate hereof Fayetteville Debtor is the holder of the FCC Licenses. If Purchaser desires As an accommodation to designate another wholly-owned subsidiary Seller, Buyer has agreed that Fayetteville Debtor shall have the right to transfer the FCC Licenses to Fayetteville prior to the Closing and in the case of Clearwire such transfer, Fayetteville will be the transferor of the FCC Licenses to receive the License Buyer at the Closing. In order for Fayetteville Debtor to exercise its right to transfer the FCC Licenses to Fayetteville under this Section 6.1(c), it Fayetteville and Fayetteville Debtor must file within five days of the date hereof an appropriate application with the FCC for its consent to assign the FCC Licenses to Fayetteville. Fayetteville and Fayetteville Debtor shall use their best efforts to prosecute such application and within 5 days of the grant of such application by the FCC, Fayetteville Debtor shall transfer the FCC Licenses to Fayetteville without waiting for a Final Order. If the filing of the assignment application pursuant to this Section 6.1(c) in any way delays or is likely to delay the grant of the FCC Consent or the Closing, Seller shall take all actions that Buyer may do so at request to expedite the Closing hereunder, including if requested by Buyer, the abandonment of its plan to transfer the FCC Licenses from Fayetteville Debtor to Fayetteville and/or the extension of the upset date or other termination date set forth in Section 9. 1. Upon request of Buyer, Seller hereby expressly consents to the extension of the upset date or other termination date set forth in Section 9.1 if the Closing hereunder is delayed or prevented as a result of the filing of the FCC application contemplated by this Section 6.1(c). Seller shall indemnify and hold Buyer harmless from any time prior and all liabilities, costs and expenses, including legal fees, incurred by Buyer as a result of matters relating to the filing of the FCC Application without restriction, or at any time after the filing of the FCC Application only if such designation would not result in a delay in the FCC's consideration of the FCC Application. Seller and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested assignment application permitted by the FCC or as may be appropriate to expedite the grant of the FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny the FCC Application, or if the FCC grants such application and any person or entity petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.76.1(c).

FCC Consent. Seller and Purchaser will use Reasonable Efforts to prepare all application forms and related exhibits, certifications and other documents necessary to secure the Consent of the FCC to the Transactions (collectively, the "FCC Application"i) and to file the FCC Application within Within ten (10) Business Days following after the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary date of Clearwire to receive this Agreement, Buyer and Sellers shall file one or more applications with the License at FCC (the Closing, it may do so at any time prior “FCC Applications”) requesting FCC consent to the filing transfer of control of the FCC Application without restrictionLicenses to Buyer. FCC consent to the FCC Applications with respect to the FCC Licenses is referred to herein as the “FCC Consent.” Until such time as the FCC Consent shall have been obtained, Buyer and Sellers shall diligently prosecute the FCC Applications and otherwise use their best efforts to obtain the FCC Consent as soon as possible; provided, however, except as provided in the following sentence or in Section 5.1(b)(i) and Section 5.1(b)(iv), neither Buyer nor Sellers nor the Company shall be required to pay consideration to any third-party to obtain the FCC Consent. Buyer shall pay all FCC filing fees relating to the Transaction irrespective of whether the Transaction is consummated. (ii) Until such time as the FCC Consent shall have been obtained, each of Buyer and Sellers shall oppose any petitions to deny or other objections filed with respect to the FCC Applications to the extent such petition or objection relates to such Party. Neither Buyer nor Seller shall take any action that would, or at any time after fail to take such action the filing failure of which to take would, reasonably be expected to have the effect of materially delaying the receipt of the FCC Application only if such designation would Consent. (iii) If the Closing shall not result in a delay in have occurred for any reason within the FCC's consideration original effective period of the FCC Consent, and neither Party shall have terminated this Agreement under Section 11.1, Buyer and Sellers shall request one or more extensions of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of any Party to exercise its rights under Section 11.1. (iv) The FCC Licenses of the Stations expire on the dates corresponding thereto as set forth on Schedule 3.6(a). If, at any point prior to Closing, an application for the renewal of any FCC License (a “Renewal Application. ”) must be filed pursuant to the Communications Laws, the applicable Seller and Purchaser each will promptly and diligently prepare(or the Company) shall execute, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all with the FCC such actions and give all such notices as may be required or requested Renewal Application in accordance with Section 5.2(a)(ii) hereof. If an FCC Application is granted by the FCC subject to a renewal condition, then the term “FCC Consent” shall be deemed to also include satisfaction of such renewal condition. To the extent necessary or as may be appropriate to avoid disruption or delay in the processing of the FCC Applications, Buyer agrees to assume, as between the Parties and the FCC, the position of the applicant before the FCC with respect to any pending Renewal Application and to assume the corresponding regulatory risks relating to any such Renewal Application; provided, that in no event will such assumption affect Buyer’s rights hereunder with respect to the representations, warranties, covenants and indemnification obligations of the Sellers and the Company. Buyer and Sellers acknowledge that, to the extent reasonably necessary to expedite the grant by the FCC of any Renewal Application and thereby to facilitate the grant of the FCC Application without conditions materially adverse Consent with respect to Seller or Purchaser. If any person or entity petitions such Station, each of Buyer, Sellers, and their applicable subsidiaries shall be permitted to enter into tolling agreements with the FCC to deny extend the statute of limitations for the FCC Applicationto determine or impose a forfeiture penalty against such Station in connection with (a) any pending complaints that the Stations aired programming that contained obscene, indecent or profane material, or if (b) any other enforcement matters against such Station with respect to which the FCC grants such application may permit Buyer or Sellers (or any of their respective subsidiaries) to enter into a tolling agreement. For the purposes hereof, “Communications Laws” shall mean the Communications Act of 1934, as amended, and any person or entity petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceedingrules, then Seller regulations and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant written policies of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing promulgated pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7thereto.

FCC Consent. As promptly as practicable after the execution and delivery of this Agreement, Buyer and Seller and Purchaser will use Reasonable Efforts to shall prepare all application forms appropriate applications for FCC consent, and related exhibits, certifications and such other documents necessary as may be required, with respect to secure the Consent assignment of the FCC License to the Transactions Buyer (collectively, the "FCC Application") and to file the FCC Application within ). Within ten (10) Business Days following the Effective Date. If Purchaser desires execution and delivery of this Agreement, Buyer and Seller shall deliver to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to the filing each other their respective completed portions of the FCC Application without restrictionApplication. Within twenty (20) Business Days following the execution and delivery of this Agreement, Seller and Buyer shall file, or at any time after the filing of the FCC Application only if such designation would not result in a delay in the FCC's consideration of cause to be filed, the FCC Application. Seller and Purchaser each will promptly and diligently prepare, file and Buyer shall prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of the FCC Application without conditions materially adverse in good faith and with due diligence in order to Seller or Purchaser. If any person or entity petitions obtain the FCC to deny the FCC Application, or if the FCC grants such application and any person or entity petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such actionFinal Order as expeditiously as practicable. If the Closing has not occurred occurred, for any reason, within 180 days following the date initial effective period of the FCC's grant of the FCC Application, and neither Buyer nor Seller shall have terminated this Agreement pursuant to Section 9, Buyer and Purchaser Seller shall use Reasonable Efforts to obtain such jointly request one or more extensions of the effectiveness effective period of such grant. No party hereto shall knowingly take, or fail to take, any action, the intent or reasonably anticipated consequence of which action or failure to act would be to cause the FCC not to grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4FCC Application. Purchaser will be responsible for the payment of all FCC application filing Buyer shall pay any costs, fees incurred or expenses due in connection with the filing, or granting of, the FCC Application. Buyer and Seller shall each oppose, at its own expense, any request for reconsideration or judicial review of the granting of the FCC Application. The parties further agree to cooperate in good faith and shall take all steps as may be necessary or proper to expeditiously and diligently prosecute the assignment application filed with the FCC to a favorable conclusion including, but not limited to, the following: (a) appealing or seeking reconsideration of any FCC denial of such assignment application or conditional grant; (b) satisfying any conditions imposed upon such grant to the extent that such conditions require actions which do not materially alter the benefits or burdens of either party under this Section 5.7Agreement; and (c) taking all other actions necessary or appropriate to bring about the transactions contemplated by this Agreement; provided, however, such actions do not materially alter the benefits or burdens of either party under this Agreement.