Common use of FCC Licenses Clause in Contracts

FCC Licenses. (a) Schedule 4.13 contains a true and complete list, as of the date of this Agreement, of (i) each FCC License which the FCC has issued to Parent Issuer or any of its Subsidiaries, identifying the holder of each such FCC License and (ii) all material pending applications filed with the FCC by Parent Issuer or any of its Subsidiaries. Except as set forth on Schedule 4.13, neither Parent Issuer nor any of its Subsidiaries has any Foreign Spectrum Holdings as of the date hereof. (b) As of the date hereof, (i) each of the FCC Licenses issued to Parent Issuer or any of its Subsidiaries is valid, binding, in full force and effect, and enforceable by Parent Issuer or any of its Subsidiaries party thereto in accordance with its terms; (ii) Parent Issuer or any Subsidiary of Parent Issuer that is the holder of each such FCC License has performed all accrued obligations thereunder in all material respects and has not received written notice of intention to terminate any FCC License or written notice alleging a material default (other than letters of default that have been rescinded or with respect to defaults that have been cured or waived); (iii) no event caused by, relating to or affecting Parent Issuer or any Subsidiary of Parent Issuer that is the holder of an FCC License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by Parent Issuer or any Subsidiary of Parent Issuer party of the terms of such FCC License, the Communications Act or the FCC Rules, (iv) neither Parent Issuer nor any its Subsidiaries has modified any of the material terms of any FCC License held by Parent Issuer or any of its Subsidiaries and (v) to the knowledge of Parent Issuer and the Company, no holder of an Underlying License is in breach or default in any material respect thereunder and no event caused by, relating to or affecting any holder of an Underlying License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by such party of the terms of such Underlying License, the Communications Act or the FCC Rules. Neither Parent Issuer nor the Company has entered into any agreement, written or oral, or made any commitment to enter into any such agreement, pursuant to which Parent Issuer or the Company would accept any interference other than such interference contemplated by the applicable FCC Licenses, Underlying Licenses and FCC Rules, or to permit any additional signals in the Geographic Service Area covered by such FCC Licenses or Underlying Licenses and, to Parent Issuer and the Company’s knowledge, there is not any such interference or additional signal. (c) Neither Parent Issuer nor any of its Subsidiaries is a party to or has knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings which could in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Licenses of any such Person or give rise to any order of forfeiture or could otherwise reasonably be expected to have a Material Adverse Effect. Neither Parent Issuer nor any of its Subsidiaries has any reason to believe that the FCC Licenses issued to Parent Issuer or any of its Subsidiaries will not be renewed in the ordinary course. Parent Issuer and each of its Subsidiaries have filed in a timely manner all material reports, applications, documents, instruments and information required to be filed by it pursuant to the FCC Rules. No licenses, authorizations, permits or other rights other than the FCC Licenses are required under the Communications Act or the FCC Rules to operate the respective businesses of Parent Issuer and the Company in substantially the manner it is being operated as of the date hereof.

FCC Licenses. (a) Schedule 4.13 contains a true and complete list, as of the date of this Agreement, of (i) each FCC License which the FCC has issued to Parent Issuer the Company or any of its Subsidiaries, identifying the holder of each such FCC License and (ii) all material pending applications filed with the FCC by Parent Issuer the Company or any of its Subsidiaries. Except as set forth on Schedule 4.13, neither Parent Issuer the Company nor any of its Subsidiaries has any Foreign Spectrum Holdings as of the date hereof. (b) As Except as set forth on Schedule 4.13, as of the date hereof, (i) each of the FCC Licenses issued to Parent Issuer or any of its Subsidiaries listed on Schedule 4.13 is valid, binding, in full force and effect, and enforceable by Parent Issuer the Company or any of its Subsidiaries party thereto in accordance with its terms; (ii) Parent Issuer the Company or any Subsidiary of Parent Issuer that its Subsidiaries which is the holder of each such FCC License has performed all accrued obligations thereunder in all material respects and has not received written notice of intention to terminate any FCC License or written notice alleging a material default (other than letters of default that have been rescinded or with respect to defaults that have been cured or waived); (iii) no event caused by, relating to or affecting Parent Issuer the Company or any Subsidiary of Parent Issuer that its Subsidiaries which is the holder of an FCC License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by Parent Issuer the Company or any Subsidiary of Parent Issuer its Subsidiaries party of the terms of such FCC License, the Communications Act or the FCC Rules, (iv) neither Parent Issuer the Company nor any of its Subsidiaries has modified any of the material terms of any FCC License held by Parent Issuer the Company or any a Subsidiary of its Subsidiaries the Company and (v) to the knowledge of Parent Issuer and the Company, no holder of an Underlying License is in breach or default in any material respect thereunder and no event caused by, relating to or affecting any holder of an Underlying License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by such party of the terms of such Underlying License, the Communications Act or the FCC Rules. Neither Parent Issuer nor True and complete copies of the FCC Licenses listed in Schedule 4.13, including all substantive amendments, waivers and modifications thereto in the possession of the Company or any of its Subsidiaries party thereto as of the date of this Agreement, together with all material pending applications filed with the FCC, have been made available to the Purchasers by the Company prior to the date hereof. The Company has not entered into any agreement, written or oral, or made any commitment to enter into any such agreement, pursuant to which Parent Issuer or the Company would accept any interference other than such interference contemplated by the applicable FCC Licenses, Underlying Licenses and FCC Rules, or to permit any additional signals in the Geographic Service Area covered by such FCC Licenses or Underlying Licenses and, to Parent Issuer and the Company’s knowledge, there is not any such interference or additional signal. (c) Neither Parent Issuer the Company nor any of its Subsidiaries is a party to or has knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings which could in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Licenses of any such Person or give rise to any order of forfeiture or could otherwise reasonably be expected to have a Material Adverse Effect. Neither Parent Issuer the Company nor any of its Subsidiaries has any reason to believe that the FCC Licenses issued to Parent Issuer or any of its Subsidiaries listed and described on Schedule 4.13 will not be renewed in the ordinary course. Parent Issuer The Company and each of its Subsidiaries have filed in a timely manner all material reports, applications, documents, instruments and information required to be filed by it pursuant to the FCC Rules. No licenses, authorizations, permits or other rights other than the FCC Licenses are required under the Communications Act or the FCC Rules to operate the respective businesses business of Parent Issuer and the Company in substantially the manner it is being operated as of the date hereof and as of the date hereof.

FCC Licenses. (ai) Schedule 4.13 contains a A true and complete listcopy of each License and any and all authorizations with respect thereto are attached to Schedule A. The Company is the lawful, as beneficial and exclusive owner of each License, free and clear of any and all Liens. (ii) Each License is valid and in good standing with the FCC and the Company and any associated communications facilities operated by the Company have been and are in material compliance with all applicable Laws. To the knowledge of the Stockholders, there is no condition imposed on any License by the FCC, except those that are either set forth on the face of any License or are contained in applicable Law. (iii) The Company is in material compliance with all applicable Laws with respect to each License. Since acquisition by the Company of each License, the Company has complied in all material respects with all Laws applicable to each License and with all of the terms and conditions of each License. All material documents required to be filed at any time by the Company with the FCC with respect to each License have been timely filed or the time period for such filing has not lapsed. All such documents filed since the date each License was acquired by the Company are correct in all material respects. All amounts owed to the FCC in connection with each License since the date that it was acquired by the Company have been timely paid. (iv) Except for any such matter affecting the wireless industry or wireless licensees generally, there is not pending or, to the knowledge of the Stockholders, threatened against the Company with respect to any License any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, that (A) questions or contests the validity of, or seeks the revocation, termination, cancellation, forfeiture, non-renewal or suspension of, any License, (B) seeks the imposition of any Lien, modification or amendment with respect to any License or the spectrum operated thereunder, (C) would adversely affect the ability of the Stockholders to consummate the Transactions in accordance with this Agreement, or (D) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of any License. Except for any such matter affecting the wireless industry or wireless licensees generally, to the knowledge of the Stockholders, there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading or proceeding with the FCC or any other Governmental Authority. There is no unsatisfied adverse FCC order or ruling outstanding against the Company with respect to any License. (iv) each FCC Neither any License nor the spectrum licensed thereunder is subject to any agreement in which the Company or any Stockholder has accepted to receive interference, or are subject to or operating under (A) any agreement encumbering the License or such spectrum, (B) any agreement providing for the present or future lease, use, reservation, modification, restriction or dedication or any encumbrance of the License or the spectrum associated therewith, including any spectrum lease or capacity agreement, any right of first refusal or option to purchase, or (C) any FCC has issued to Parent Issuer waiver of otherwise applicable Laws, except, in the case of clauses (A), (B) and (C) above, for any such agreements or rights solely with or in favor of the Buyer or any of its Subsidiaries, identifying Affiliates. (vi) Each License was initially constructed in material compliance with FCC requirements and remains in material compliance with rules pertaining to construction and operation. (vii) The representations and warranties set forth in this Section 4.2(c) are qualified to the holder of each such FCC License and extent of: (iiA) all material pending applications filed with actions taken by the FCC by Parent Issuer Buyer or any of its Subsidiaries. Except as set forth on Schedule 4.13, neither Parent Issuer nor Affiliates with respect to any of its Subsidiaries has License or any Foreign Spectrum Holdings as of Contract entered into by the date hereof. (b) As of the date hereof, (i) each of the FCC Licenses issued to Parent Issuer Buyer or any of its Subsidiaries is valid, binding, in full force and effect, and enforceable Affiliates with regard to any License; or (B) any violation of Law by Parent Issuer the Buyer or any of its Subsidiaries party thereto in accordance with its terms; (ii) Parent Issuer or any Subsidiary of Parent Issuer that is the holder of each such FCC License has performed all accrued obligations thereunder in all material respects and has not received written notice of intention to terminate any FCC License or written notice alleging a material default (other than letters of default that have been rescinded or with respect to defaults that have been cured or waived); (iii) no event caused by, relating to or affecting Parent Issuer or any Subsidiary of Parent Issuer that is the holder of an FCC License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by Parent Issuer or any Subsidiary of Parent Issuer party of the terms of such FCC License, the Communications Act or the FCC Rules, (iv) neither Parent Issuer nor any its Subsidiaries has modified any of the material terms of any FCC License held by Parent Issuer or any of its Subsidiaries and (v) to the knowledge of Parent Issuer and the Company, no holder of an Underlying License is in breach or default in any material respect thereunder and no event caused by, relating to or affecting any holder of an Underlying License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by such party of the terms of such Underlying License, the Communications Act or the FCC Rules. Neither Parent Issuer nor the Company has entered into any agreement, written or oral, or made any commitment to enter into any such agreement, pursuant to which Parent Issuer or the Company would accept any interference other than such interference contemplated by the applicable FCC Licenses, Underlying Licenses and FCC Rules, or to permit any additional signals in the Geographic Service Area covered by such FCC Licenses or Underlying Licenses and, to Parent Issuer and the Company’s knowledge, there is not any such interference or additional signalAffiliates. (c) Neither Parent Issuer nor any of its Subsidiaries is a party to or has knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings which could in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Licenses of any such Person or give rise to any order of forfeiture or could otherwise reasonably be expected to have a Material Adverse Effect. Neither Parent Issuer nor any of its Subsidiaries has any reason to believe that the FCC Licenses issued to Parent Issuer or any of its Subsidiaries will not be renewed in the ordinary course. Parent Issuer and each of its Subsidiaries have filed in a timely manner all material reports, applications, documents, instruments and information required to be filed by it pursuant to the FCC Rules. No licenses, authorizations, permits or other rights other than the FCC Licenses are required under the Communications Act or the FCC Rules to operate the respective businesses of Parent Issuer and the Company in substantially the manner it is being operated as of the date hereof.

FCC Licenses. The Borrower shall, and shall cause each of its Subsidiaries to, keep in full force and effect each Material FCC License of such person. (a) Schedule 4.13 contains The Borrower shall provide a true and complete listcopy of any (or, as in the event of any notice based on knowledge of the date Borrower or any Subsidiary thereof, a brief description of this Agreement, such default and the basis of (isuch knowledge) each notice from the FCC of any violation with respect to any Material FCC License (which violation could reasonably be expected to result in the FCC has issued to Parent Issuer cancellation, termination or non-renewal thereof) received by it or any of its Subsidiaries, identifying Subsidiaries (or with respect to which the holder of each such FCC License and (ii) all material pending applications filed with the FCC by Parent Issuer Borrower or any of its Subsidiaries. Except as set forth on Schedule 4.13, neither Parent Issuer nor Subsidiaries may have any of its Subsidiaries has any Foreign Spectrum Holdings as of the date hereofknowledge). (b) As The Borrower shall establish and maintain wholly-owned License Subsidiaries for the purpose of holding the date hereof, FCC Licenses related to the Stations owned by them on and after the Closing Date and shall cause the License Subsidiaries not (i) each of the FCC Licenses issued to Parent Issuer or any of its Subsidiaries is valid, binding, in full force and effect, and enforceable by Parent Issuer or any of its Subsidiaries party thereto in accordance with its terms; (ii) Parent Issuer or any Subsidiary of Parent Issuer that is the holder of each such FCC License has performed all accrued obligations thereunder in all material respects and has not received written notice of intention to terminate any FCC License or written notice alleging a material default (other than letters of default that have been rescinded or with respect to defaults that have been cured or waived); (iii) no event caused by, relating to or affecting Parent Issuer or any Subsidiary of Parent Issuer that is the holder of an FCC License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by Parent Issuer or any Subsidiary of Parent Issuer party of the terms of such FCC License, the Communications Act or the FCC Rules, (iv) neither Parent Issuer nor any its Subsidiaries has modified any of the material terms of any FCC License held by Parent Issuer or any of its Subsidiaries and (v) to the knowledge of Parent Issuer and the Company, no holder of an Underlying License is in breach or default in own any material respect thereunder and no event caused by, relating to or affecting any holder of an Underlying License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by such party of the terms of such Underlying License, the Communications Act or the FCC Rules. Neither Parent Issuer nor the Company has entered into any agreement, written or oral, or made any commitment to enter into any such agreement, pursuant to which Parent Issuer or the Company would accept any interference other than such interference contemplated by the applicable FCC Licenses, Underlying Licenses and FCC Rules, or to permit any additional signals in the Geographic Service Area covered by such FCC Licenses or Underlying Licenses and, to Parent Issuer and the Company’s knowledge, there is not any such interference or additional signal. (c) Neither Parent Issuer nor any of its Subsidiaries is a party to or has knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings which could in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Licenses of any such Person or give rise to any order of forfeiture or could otherwise reasonably be expected to have a Material Adverse Effect. Neither Parent Issuer nor any of its Subsidiaries has any reason to believe that the FCC Licenses issued to Parent Issuer or any of its Subsidiaries will not be renewed in the ordinary course. Parent Issuer and each of its Subsidiaries have filed in a timely manner all material reports, applications, documents, instruments and information required to be filed by it pursuant to the FCC Rules. No licenses, authorizations, permits or other rights assets other than the FCC Licenses are required under or (ii) to have any material liabilities except pursuant to the Communications Act Subsidiary Guarantee or the guarantees with respect to the New Senior Subordinated Notes and intercompany Indebtedness owed to the Borrower. At all times on and after the date hereof in the case of any FCC Rules License acquired subsequent to operate the respective businesses of Parent Issuer and the Company in substantially the manner date hereof with respect to which it is being operated not practicable to cause such FCC License to be acquired directly by a License Subsidiary, as of soon as practicable following the date hereofof acquisition and at all times thereafter), the Borrower shall, and shall cause its Subsidiaries to, cause each new FCC License issued by the FCC to be issued to, and held by, a License Subsidiary.

FCC Licenses. (a) Schedule 4.13 contains a true and complete list, as of the date of this Agreement, of (i) each FCC License which the FCC has issued to Parent Issuer the Company or any of its Subsidiaries, identifying the holder of each such FCC License and (ii) all material pending applications filed with the FCC by Parent Issuer the Company or any of its Subsidiaries. Except as set forth on Schedule 4.13, neither Parent Issuer Neither the Company nor any of its Subsidiaries has any Foreign Spectrum Holdings as of the date hereof. (b) As Closing Date. Except as set forth on Schedule 4.13 hereto, as of the date hereofClosing Date, (i) each of the FCC Licenses issued to Parent Issuer or any of its Subsidiaries listed on Schedule 4.13 is valid, binding, in full force and effect, and enforceable by Parent Issuer the Company or any of its Subsidiaries Subsidiary party thereto in accordance with its terms; (ii) Parent Issuer the Company or any Subsidiary of Parent Issuer that which is the holder of each such FCC License has performed all accrued obligations thereunder in all material respects and has not received written notice of intention to terminate any FCC License or written notice alleging a material default (other than letters of default that have been rescinded or with respect to defaults that have been cured or waived); (iii) no event caused by, relating to or affecting Parent Issuer the Company or any Subsidiary of Parent Issuer that which is the holder of an FCC License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by Parent Issuer the Company or any Subsidiary of Parent Issuer party of the terms of such FCC License, the Communications Act or the FCC Rules, (iv) neither Parent Issuer the Company nor any its Subsidiaries Subsidiary has modified any of the material terms of any FCC License held by Parent Issuer the Company or any of its Subsidiaries a Subsidiary and (v) to the knowledge of Parent Issuer and the Company, no holder of an Underlying License is in breach or default in any material respect thereunder and no event caused by, relating to or affecting any holder of an Underlying License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by such party of the terms of such Underlying License, the Communications Act or the FCC Rules. Neither Parent Issuer nor True and complete copies of the FCC Licenses listed in Schedule 4.13, including all substantive amendments, waivers and modifications thereto in the possession of the Company or any Subsidiary party thereto as of the date of this Agreement, together with all material pending applications filed with the FCC, have been made available to the Purchasers by the Company prior to the date hereof. The Company has not entered into any agreement, written or oral, or made any commitment to enter into any such agreement, pursuant to which Parent Issuer or the Company would accept any interference other than such interference contemplated by the applicable FCC Licenses, Underlying Licenses and FCC Rules, or to permit any additional signals in the Geographic Service Area covered by such FCC Licenses or Underlying Licenses and, to Parent Issuer and the Company’s 's knowledge, there is not any such interference or additional signal. (cb) Neither Parent Issuer the Company nor any of its Subsidiaries is a party to or has knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings which could in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Licenses of any such Person or give rise to any order of forfeiture or could otherwise reasonably be expected to have a Material Adverse Effect. Neither Parent Issuer the Company nor any of its Subsidiaries has any reason to believe that the FCC Licenses issued to Parent Issuer or any of its Subsidiaries listed and described in Schedule 4.13 will not be renewed in the ordinary course. Parent Issuer The Company and each of its Subsidiaries Subsidiary have filed in a timely manner matter all material reports, applications, documents, instruments and information required to be filed by it pursuant to the FCC Rules. No licenses, authorizations, permits or other rights other than the FCC Licenses are required under the Communications Act or the FCC Rules to operate the respective businesses business of Parent Issuer and the Company in substantially the manner it is being operated as of the date hereofhereof and as of the Closing Date.

FCC Licenses. Throughout the term of this Agreement and the term of each IUA that HITN and Clearwire (or its subsidiary) enters into pursuant to this Agreement: (a) Schedule 4.13 contains a true and complete listFor each Pending Applications, as Annex I sets forth the name of the date of this Agreementapplicant, of (i) each FCC License which the FCC has issued to Parent Issuer identifier (e.g., call sign or any file number), the Channels, the Market, the number of its SubsidiariesHouseholds, identifying and the holder number of each such FCC License and (ii) CPOPs. To the best knowledge of HITN, all material pending applications filed with the FCC by Parent Issuer or any of its Subsidiaries. Except as information set forth on Schedule 4.13, neither Parent Issuer in such Annex is complete and accurate in all respects. Neither HITN nor any of its Subsidiaries has Affiliates have modified or sought to have modified any Foreign Spectrum Holdings as of the date hereofPending Application. (b) As To the best knowledge of HITN, none of the date hereofPending Applications, or the FCC Licenses to be issued pursuant to the Pending Applications are subject to any Liens, including without limitation any rights of first refusal or purchase or lease options. (c) Upon each applicable Option Closing Date, HITN shall be authorized, by final order, to hold all of the FCC Licenses constituting the Option Spectrum Rights under the applicable Exercise Notice and to lease them to Clearwire pursuant to an IUA, in each case free and clear of all Liens. (d) On each applicable Option Closing Date, (i) each the grant, renewal or assignment of the applicable FCC Licenses constituting the Option Spectrum Rights under the applicable Exercise Notice to HITN shall have been approved by the FCC by final order and such FCC Licenses will be validly issued to Parent Issuer or any of its Subsidiaries is valid, binding, and in full force and effect, and enforceable by Parent Issuer or any of its Subsidiaries party thereto in accordance with its terms; (ii) Parent Issuer there shall be no Proceeding pending before the FCC or any Subsidiary of Parent Issuer that is the holder of each such FCC License has performed all accrued obligations thereunder in all material respects and has not received written notice of intention to terminate any FCC License or written notice alleging a material default (other than letters of default that have been rescinded or threatened with respect to defaults that have been cured or waived)any of the applicable FCC Licenses; (iii) no event caused byHITN and its Affiliates shall have made on a timely basis all payments to any applicable Government Agency with respect to such FCC Licenses, including all payments due to the FCC and all required copyright royalty fee payments and all required Statements of Account to the U.S. Copyright Office relating to or affecting Parent Issuer or any Subsidiary retransmission of Parent Issuer that is the holder of an FCC License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by Parent Issuer or any Subsidiary of Parent Issuer party of the terms of such FCC License, the Communications Act or the FCC Rules, television and radio broadcast signals; and (iv) neither Parent Issuer nor HITN shall be otherwise in compliance with the requirements of the compulsory copyright license described in Section 111 of the Copyright Act and with all applicable rules and regulations of the Copyright Office. (e) To the best of HITN's knowledge, all Pending Applications have been timely filed, and the FCC has not notified any its Subsidiaries has modified of HITN that any of the material terms Pending Applications is subject to denial due to lack of any FCC License held by Parent Issuer timely filing or any of its Subsidiaries and (v) to the knowledge of Parent Issuer and the Company, no holder of an Underlying License is in breach or default in any material respect thereunder and no event caused by, relating to or affecting any holder of an Underlying License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by such party of the terms of such Underlying License, the Communications Act or the FCC Rules. Neither Parent Issuer nor the Company has entered into any agreement, written or oral, or made any commitment to enter into any such agreement, pursuant to which Parent Issuer or the Company would accept any interference other than such interference contemplated by the applicable FCC Licenses, Underlying Licenses and FCC Rules, or to permit any additional signals in the Geographic Service Area covered by such FCC Licenses or Underlying Licenses and, to Parent Issuer and the Company’s knowledge, there is not any such interference or additional signaldefect. (cf) Neither Parent Issuer nor any of its Subsidiaries is a party to or has knowledge of any investigationOn the applicable Option Closing Date, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings which could in any manner threaten or adversely affect the validity or continued effectiveness of the all FCC Licenses of any such Person or give rise to any order of forfeiture or could otherwise reasonably be expected to have a Material Adverse Effect. Neither Parent Issuer nor any of its Subsidiaries has any reason to believe that the FCC Licenses issued to Parent Issuer or any of its Subsidiaries will not be renewed in the ordinary course. Parent Issuer Reports and each of its Subsidiaries have filed in a timely manner all material reports, applications, documents, instruments and information fees required to be filed by it pursuant each HITN with the FCC with respect to the FCC Rules. No licenses, authorizations, permits or other rights other than the applicable FCC Licenses are required constituting Option Spectrum Rights under the Communications Act or applicable Exercise Notice shall have been timely filed and paid. On the applicable Option Closing Date, all FCC Rules to operate the respective businesses of Parent Issuer Reports filed by HITN shall be complete and the Company correct in substantially the manner it is being operated as of the date hereofall material respects.

FCC Licenses. (a) Schedule 4.13 contains a 1 sets forth for each FCC License the true and complete list, as of the date of this Agreement, of correct (i) each FCC License which name of the FCC has issued to Parent Issuer or any of its Subsidiaries, identifying the holder of each such FCC License and licensee; (ii) all material pending applications filed with FCC call sign, (iii) authorized channels, (iv) expiration date, and (v) market where the facilities are authorized. True and complete copies of the FCC by Parent Issuer or Licenses have been delivered to Buyer. To the knowledge of Seller, there is no condition outside of the ordinary course imposed on any of its Subsidiaries. Except as the FCC Licenses by the FCC except those that are either set forth on Schedule 4.13, neither Parent Issuer nor any of its Subsidiaries has any Foreign Spectrum Holdings as the face of the date hereofFCC Licenses, as issued by the FCC, or are contained in applicable FCC Rules. The FCC Licenses are free and clear of all Liens and are unimpaired by any acts or omissions of Seller, its Affiliates and their respective officers, directors, agents, assignees and licensees. The FCC Licenses have been granted to Seller by Final Order and are in full force and effect. (b) As of the date hereofThere is not pending or, (i) each of the FCC Licenses issued to Parent Issuer or any of its Subsidiaries is valid, binding, in full force and effect, and enforceable by Parent Issuer or any of its Subsidiaries party thereto in accordance with its terms; (ii) Parent Issuer or any Subsidiary of Parent Issuer that is the holder of each such FCC License has performed all accrued obligations thereunder in all material respects and has not received written notice of intention to terminate any FCC License or written notice alleging a material default (other than letters of default that have been rescinded or with respect to defaults that have been cured or waived); (iii) no event caused by, relating to or affecting Parent Issuer or any Subsidiary of Parent Issuer that is the holder of an FCC License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by Parent Issuer or any Subsidiary of Parent Issuer party of the terms of such FCC License, the Communications Act or the FCC Rules, (iv) neither Parent Issuer nor any its Subsidiaries has modified any of the material terms of any FCC License held by Parent Issuer or any of its Subsidiaries and (v) to the knowledge of Parent Issuer and Seller, threatened against Seller with respect to the CompanyFCC Licenses any application, no holder of an Underlying License is in breach action, petition, objection or default in other pleading, or any material respect thereunder and no event caused byproceeding with the FCC or any other Governmental Authority, relating to or affecting any holder of an Underlying License has occurred which (with i) questions or without contests the giving of notice or lapse of timevalidity of, or both) would constitute a material default seeks the revocation, forfeiture, non-renewal or material breach by such party suspension of, any of the terms of such Underlying License, the Communications Act or the FCC Rules. Neither Parent Issuer nor the Company has entered into any agreement, written or oral, or made any commitment to enter into any such agreement, pursuant to which Parent Issuer or the Company would accept any interference other than such interference contemplated by the applicable FCC Licenses, Underlying Licenses and (ii) seeks the imposition of any modification or amendment with respect to any of the FCC RulesLicenses, (iii) would adversely affect the ability of Seller to consummate the Transactions or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of any of the FCC Licenses. To the knowledge of Seller, there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. There is no unsatisfied adverse FCC order or ruling outstanding against Seller with respect to permit any additional signals in of the Geographic Service Area covered by such FCC Licenses or Underlying Licenses and, to Parent Issuer and the Company’s knowledge, there is not any such interference or additional signalLicenses. (c) Neither Parent Issuer nor Seller has not agreed to accept or allow any of its Subsidiaries is a party to or has knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of electromagnetic interference from any other proceedings which could in FCC licensees, permittees or applicants with respect to any manner threaten or adversely affect the validity or continued effectiveness of the FCC Licenses of Licenses, and no such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller or with respect to its facilities. (d) Seller is in compliance with all applicable Laws except for any such Person non- compliance that, individually or give rise to any order of forfeiture or could otherwise reasonably be expected to in the aggregate, will not have a Material Adverse Effectmaterial adverse effect on the FCC Licenses, or on Seller's ability to consummate the Transactions. Neither Parent Issuer nor Since acquisition by Seller of the FCC Licenses, Seller has complied in all material respects with FCC Laws applicable to the FCC Licenses, including without limitation the Communication Act of 1934, as amended, and with all of the terms and conditions of the FCC Licenses. All material documents required to be filed at any of its Subsidiaries time by Seller with the FCC with respect to the FCC Licenses, as applicable, have been timely filed or the time period for such filing has any reason to believe not lapsed. All such documents filed since the date that the FCC Licenses issued to Parent Issuer or any of its Subsidiaries will not be renewed were acquired by Seller are correct in the ordinary course. Parent Issuer and each of its Subsidiaries have filed in a timely manner all material reports, applications, documents, instruments and information required to be filed by it pursuant respects. All amounts owed to the FCC Rules. No licenses, authorizations, permits or other rights other than in connection with the FCC Licenses are required under since the Communications Act or date that the FCC Rules to operate the respective businesses of Parent Issuer and the Company in substantially the manner it is being operated as of Licenses were acquired by Seller have been timely paid. (e) Since the date hereofthat the FCC Licenses were assumed by Seller, the facilities subject to the FCC Licenses for which certification or modification of completion of construction has been filed with the FCC are operating and have been operating, in material compliance with the FCC Licenses and FCC Rules.

FCC Licenses. (a) Schedule 4.13 contains a true and complete list12 of the Perfection Certificate sets forth, as of the date of this AgreementClosing Date, of (i) each FCC License which of the Borrower or any Restricted Subsidiary. The business of the Borrower and its Subsidiaries is being conducted in compliance with applicable requirements under the Federal Communications Act of 1934, as amended, and the regulations issued thereunder, and all relevant rules and regulations of the FCC has issued (collectively, the “Communications Laws”), except as would not reasonably be expected to Parent Issuer have, individually or any of its Subsidiariesin the aggregate, identifying the holder of each such FCC License and (ii) all material pending applications filed with the FCC by Parent Issuer or any of its Subsidiariesa Material Adverse Effect. Except as set forth on Schedule 4.13, neither Parent Issuer nor any of its Subsidiaries has any Foreign Spectrum Holdings as of the date hereof. (b) As of the date hereofClosing Date, (i) each of the all FCC Licenses issued to Parent Issuer or any of its Subsidiaries is valid, binding, are in full force and effect. Except for certain license renewal filings made by the Borrower and its Restricted Subsidiaries in the ordinary course, and enforceable by Parent Issuer there are no pending modifications or amendments to the FCC Licenses, or, to the Borrower’s knowledge, any of its Subsidiaries party thereto in accordance with its terms; (ii) Parent Issuer or any Subsidiary of Parent Issuer that is the holder of each such FCC License has performed all accrued obligations thereunder in all material respects and has not received written notice of intention to terminate any FCC License or written notice alleging a material default (other than letters of default that have been rescinded or revocation proceedings pending with respect to defaults that have been cured or waived); (iii) no event caused by, relating to or affecting Parent Issuer or any Subsidiary of Parent Issuer that is the holder of an FCC License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by Parent Issuer or any Subsidiary of Parent Issuer party of the terms of such FCC License, the Communications Act or the FCC Rules, (iv) neither Parent Issuer nor any its Subsidiaries has modified any of the material terms of any FCC License held by Parent Issuer or any of its Subsidiaries and (v) to the knowledge of Parent Issuer and the Company, no holder of an Underlying License is in breach or default in any material respect thereunder and no event caused by, relating to or affecting any holder of an Underlying License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by such party of the terms of such Underlying License, the Communications Act or the FCC Rules. Neither Parent Issuer nor the Company has entered into any agreement, written or oral, or made any commitment to enter into any such agreement, pursuant to which Parent Issuer or the Company would accept any interference other than such interference contemplated by the applicable FCC Licenses, Underlying Licenses and FCC Ruleswhich, if implemented or to permit any additional signals adversely decided, would, individually or in the Geographic Service Area covered by such FCC Licenses or Underlying Licenses andaggregate, to Parent Issuer and the Company’s knowledge, there is not any such interference or additional signal. (c) Neither Parent Issuer nor any of its Subsidiaries is a party to or has knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings which could in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Licenses of any such Person or give rise to any order of forfeiture or could otherwise reasonably be expected to have a Material Adverse Effect. Neither Parent Issuer nor There is no condition, event or occurrence existing, nor, to the Borrower’s knowledge, is there any proceeding being conducted or threatened by any Governmental Authority, which would reasonably be expected to cause the termination, suspension, cancellation, or nonrenewal of any of its Subsidiaries has any reason to believe that the FCC Licenses issued or the imposition of any penalty or fine by any regulatory body with respect to Parent Issuer or any of its Subsidiaries will not be renewed the FCC Licenses which would, individually or in the ordinary course. Parent Issuer aggregate, reasonably be expected to have a Material Adverse Effect. (b) The Borrower and its Restricted Subsidiaries each of its Subsidiaries have filed in a timely manner with the FCC all material necessary reports, applications, documents, instruments instruments, information, fee payments, and information applications required to be filed under the Communications Laws, except to the extent the failure to so file would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) There is no (i) outstanding decree, decision, judgment, or order that has been issued by it pursuant the FCC against the Borrower and its Restricted Subsidiaries or with respect to the FCC Rules. No licensesLicenses, authorizationsor (ii) notice of violation, permits order to show cause, complaint, investigation or other rights other than administrative or judicial proceeding pending or, to the best of the Borrower’s knowledge, threatened by or before the FCC Licenses are required under against the Communications Act Borrower and its Restricted Subsidiaries that, assuming an unfavorable decision, ruling or finding, in the FCC Rules case of each of (i) or (ii) above, would, individually or in the aggregate, reasonably be expected to operate the respective businesses of Parent Issuer and the Company in substantially the manner it is being operated as of the date hereofhave a Material Adverse Effect.

FCC Licenses. (a) Schedule 4.13 4.13(a) annexed hereto contains a true and complete list, as of the date of this Agreement, of (i) each FCC License which the FCC has issued to Parent Issuer or any of its Subsidiaries, identifying (A) the holder of each such FCC License and (B) each such FCC License that is a Spinco Asset, (ii) all material pending applications filed with the FCC by Parent Issuer or any of its Subsidiaries, identifying (A) the holder of each such application and (B) each such application that is a Spinco Asset and (iii) each Spectrum Lease, identifying (A) the lessor or sublessor and the lessee or sublessee of each Spectrum Lease and (B) each Spectrum Lease that is a Spinco Asset. Except as set forth on Schedule 4.134.13(a) annexed hereto, neither Parent Issuer nor any of its Subsidiaries has owns, leases, subleases, licenses or sublicenses any Foreign Spectrum Holdings as of the date hereof. Any Foreign Spectrum Holdings constituting Spinco Assets are identified as such on Schedule 4.13(a). (b) As Except as set forth on Schedule 4.13(b) annexed hereto, as of the date hereof, : (i) each of the FCC Licenses issued to Parent Issuer or any of its Subsidiaries is valid, binding, in full force and effect, and enforceable by Parent Issuer or any of its Subsidiaries party thereto in accordance with its terms; (ii) Parent Issuer or any Subsidiary of Parent Issuer that is the holder of each such FCC License has performed all accrued obligations thereunder in all material respects and has not received written notice of intention to terminate any FCC License or written notice alleging a material default (other than letters of default that have been rescinded or with respect to defaults that have been cured or waived); (iii) no event caused by, relating to or affecting Parent Issuer or any Subsidiary of Parent Issuer that is the holder of an FCC License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by Parent Issuer or any Subsidiary of Parent Issuer party of the terms of such FCC License, the Communications Act or the FCC Rules, ; (iv) neither Parent Issuer nor any its Subsidiaries has modified any of the material terms of any FCC License held by Parent Issuer or any of its Subsidiaries Subsidiaries; and (v) to the knowledge of Parent Issuer and the CompanyGuarantors, no holder of an Underlying License is in breach or default in any material respect thereunder and no event caused by, relating to or affecting any holder of an Underlying License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by such party of the terms of such Underlying License, the Communications Act or the FCC Rules. Neither Except as set forth on Schedule 4.13(b) annexed hereto, neither Parent Issuer nor the Company any of its Subsidiaries has entered into any agreement, written or oral, or made any commitment to enter into any such agreement, pursuant to which Parent Issuer or the Company any of its Subsidiaries would accept any interference other than such interference contemplated by the applicable FCC Licenses, Underlying Licenses and FCC Rules, or to permit any additional signals in the Geographic Service Area covered by such FCC Licenses or Underlying Licenses and, to Parent the knowledge of each of Issuer and the Company’s knowledgeGuarantors, there is not any such interference or additional signal. (c) Neither Except as set forth on Schedule 4.13(c) annexed hereto, neither Parent Issuer nor any of its Subsidiaries is a party to or has knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings which could in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Licenses of any such Person or give rise to any order of forfeiture or could otherwise reasonably be expected to have a Material Adverse Effect. Neither Except as set forth on Schedule 4.13(c) annexed hereto, neither Parent Issuer nor any of its Subsidiaries has any reason to believe that the FCC Licenses issued to Parent Issuer or any of its Subsidiaries will not be renewed in the ordinary course. Parent Issuer and each of its Subsidiaries have filed in a timely manner all material reports, applications, documents, instruments and information required to be filed by it pursuant to the FCC Rules. No licenses, authorizations, permits or other rights other than the FCC Licenses and the Spectrum leases are required under the Communications Act or the FCC Rules to operate the respective businesses of Parent Issuer and the Company in substantially the manner it is being operated as of the date hereof.

FCC Licenses. (a) Schedule 4.13 contains a true and complete list, as of the date of this Agreement, of (i) each FCC License which the FCC has issued to Parent Issuer the Company or any of its Subsidiaries, identifying the holder of each such FCC License and (ii) all material pending applications filed with the FCC by Parent Issuer the Company or any of its Subsidiaries. Except as set forth on Schedule 4.13, neither Parent Issuer the Company nor any of its Subsidiaries has any Foreign Spectrum Holdings as of the date hereof. (b) As Except as set forth on Schedule 4.13, as of the date hereof, (i) each of the FCC Licenses issued to Parent Issuer or any of its Subsidiaries listed on Schedule 4.13 is valid, binding, in full force and effect, and enforceable by Parent Issuer the Company or any of its Subsidiaries party thereto in accordance with its terms; (ii) Parent Issuer the Company or any Subsidiary of Parent Issuer that its Subsidiaries which is the holder of each such FCC License has performed all accrued obligations thereunder in all material respects and has not received written notice of intention to terminate any FCC License or written notice alleging a material default (other than letters of default that have been rescinded or with respect to defaults that have been cured or waived); (iii) no event caused by, relating to or affecting Parent Issuer the Company or any Subsidiary of Parent Issuer that its Subsidiaries which is the holder of an FCC License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by Parent Issuer the Company or any Subsidiary of Parent Issuer its Subsidiaries party of the terms of such FCC License, the Communications Act or the FCC Rules, (iv) neither Parent Issuer the Company nor any of its Subsidiaries has modified any of the material terms of any FCC License held by Parent Issuer the Company or any a Subsidiary of its Subsidiaries the Company and (v) to the knowledge of Parent Issuer and the Company, no holder of an Underlying License is in breach or default in any material respect thereunder and no event caused by, relating to or affecting any holder of an Underlying License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by such party of the terms of such Underlying License, the Communications Act or the FCC Rules. Neither Parent Issuer nor True and complete copies of the FCC Licenses listed in Schedule 4.13, including all substantive amendments, waivers and modifications thereto in the possession of the Company or any of its Subsidiaries party thereto as of the date of this Agreement, together with all material pending applications filed with the FCC, have been made available to the Purchasers by the Company prior to the date hereof. The Company has not entered into any agreement, written or oral, or made any commitment to enter into any such agreement, pursuant to which Parent Issuer or the Company would accept any interference other than such interference contemplated by the applicable FCC Licenses, Underlying Licenses and FCC Rules, or to permit any additional signals in the Geographic Service Area covered by such FCC Licenses or Underlying Licenses and, to Parent Issuer and the Company’s Companys knowledge, there is not any such interference or additional signal. (c) Neither Parent Issuer the Company nor any of its Subsidiaries is a party to or has knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings which could in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Licenses of any such Person or give rise to any order of forfeiture or could otherwise reasonably be expected to have a Material Adverse Effect. Neither Parent Issuer the Company nor any of its Subsidiaries has any reason to believe that the FCC Licenses issued to Parent Issuer or any of its Subsidiaries listed and described on Schedule 4.13 will not be renewed in the ordinary course. Parent Issuer The Company and each of its Subsidiaries have filed in a timely manner all material reports, applications, documents, instruments and information required to be filed by it pursuant to the FCC Rules. No licenses, authorizations, permits or other rights other than the FCC Licenses are required under the Communications Act or the FCC Rules to operate the respective businesses business of Parent Issuer and the Company in substantially the manner it is being operated as of the date hereof and as of the date hereof.

FCC Licenses. (a) Schedule 4.13 contains a true and complete list, as of the date of this Agreement, of (i) each FCC License which the FCC has issued to Parent Issuer or any of its Subsidiaries, identifying the holder of each such FCC License and (ii) all material pending applications filed with the FCC by Parent Issuer or any of its Subsidiaries. Except as set forth on Schedule 4.13, neither Parent Issuer nor any of its Subsidiaries has any Foreign Spectrum Holdings as of the date hereof. (b) As of the date hereof, (i) each of the FCC Licenses issued to Parent Issuer or any of its Subsidiaries is valid, binding, in full force and effect, and enforceable by Parent Issuer or any of its Subsidiaries party thereto in accordance with its terms; (ii) Parent Issuer or any Subsidiary of Parent Issuer that is the holder of each such FCC License has performed all accrued obligations thereunder in all material respects and has not received written notice of intention to terminate any FCC License or written notice alleging a material default (other than letters of default that have been rescinded or with respect to defaults that have been cured or waived); (iii) no event caused by, relating to or affecting Parent Issuer or any Subsidiary of Parent Issuer that is the holder of an FCC License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by Parent Issuer or any Subsidiary of Parent Issuer party of the terms of such FCC License, the Communications Act or the FCC Rules, (iv) neither Parent Issuer nor any its Subsidiaries has modified any of the material terms of any FCC License held by Parent Issuer or any of its Subsidiaries and (v) to the knowledge of Parent Issuer and the Company, no holder of an Underlying License is in breach or default in any material respect thereunder and no event caused by, relating to or affecting any holder of an Underlying License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by such party of the terms of such Underlying License, the Communications Act or the FCC Rules. Neither Parent Issuer nor the Company has entered into any agreement, written or oral, or made any commitment to enter into any such agreement, pursuant to which Parent Issuer or the Company would accept any interference other than such interference contemplated by the applicable FCC Licenses, Underlying Licenses and FCC Rules, or to permit any additional signals in the Geographic Service Area covered by such FCC Licenses or Underlying Licenses and, to Parent Issuer and the Company’s Companys knowledge, there is not any such interference or additional signal. (c) Neither Parent Issuer nor any of its Subsidiaries is a party to or has knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings which could in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Licenses of any such Person or give rise to any order of forfeiture or could otherwise reasonably be expected to have a Material Adverse Effect. Neither Parent Issuer nor any of its Subsidiaries has any reason to believe that the FCC Licenses issued to Parent Issuer or any of its Subsidiaries will not be renewed in the ordinary course. Parent Issuer and each of its Subsidiaries have filed in a timely manner all material reports, applications, documents, instruments and information required to be filed by it pursuant to the FCC Rules. No licenses, authorizations, permits or other rights other than the FCC Licenses are required under the Communications Act or the FCC Rules to operate the respective businesses of Parent Issuer and the Company in substantially the manner it is being operated as of the date hereof.

FCC Licenses. (a) Schedule 4.13 contains 1 sets forth a true and complete listlist of ------------ each License that is being transferred to ART hereunder, the name of the licensee, the call sign, the License expiration date, and the status of any applications for assignment, transfer or waiver of FCC rules filed (or to be filed) with the FCC. Sellers have provided to ART true and correct copies of the Licenses received by the Holders from the FCC and of the other Licenses shown on Schedules 1(a) and 1(b). Except for the Loan Agreement dated as of February 11, 2000 among BCC and the date lenders named therein providing for term loans in an aggregate amount of this Agreement$3,025,000, the Loan Agreement dated as of February 11, 2000 among BCC and the lenders named therein providing for term loans in an aggregate amount of $60,000 and the Loan Agreement dated as of September 15, 1999 among BCC and the lenders named therein providing for term loans in an aggregate amount of $9,150,000 (icollectively, the "Existing Credit Agreements") each FCC License Agreements, which ▇▇▇▇▇ ▇ ▇▇▇▇ to the FCC has issued to Parent Issuer or any lenders thereunder on the proceeds of its Subsidiaries, identifying the holder of each such FCC License and (ii) all material pending applications filed with the FCC Licenses held by Parent Issuer or any of its Subsidiaries. Except as set forth on Schedule 4.13, neither Parent Issuer nor any of its Subsidiaries has any Foreign Spectrum Holdings BCC as of the date hereof. (b) As , none of such Licenses are subject to any Lien, and, except for the Plaincom Licenses, Holders own, or will by Closing own, all of the date hereofright, (i) each of title and interest in, to and under such Licenses. All the FCC Licenses issued to Parent Issuer or any of its Subsidiaries is valid, binding, are currently valid and in full force and effect, effect and enforceable by Parent Issuer all material construction or build-out regulations required to be met as of this date for each of the Licenses have been met. None of the Licenses nor any licensee or any of its Subsidiaries party thereto in accordance with its terms; (ii) Parent Issuer or any Subsidiary of Parent Issuer that is the holder of each such FCC License has performed all accrued obligations thereunder in all material respects and has not received written notice of intention to terminate any FCC License or written notice alleging a material default (other than letters of default that have been rescinded or with respect to defaults that have been cured or waived); (iii) no event caused by, relating to or affecting Parent Issuer or any Subsidiary of Parent Issuer that is the holder of an FCC License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by Parent Issuer or any Subsidiary of Parent Issuer party of the terms of such FCC License, the Communications Act or the FCC Rules, (iv) neither Parent Issuer nor any its Subsidiaries has modified any of the material terms affiliate of any FCC License held by Parent Issuer or any of its Subsidiaries and (v) to the knowledge of Parent Issuer and the Company, no holder of an Underlying License licensee is in breach or default in any material respect thereunder and no event caused by, relating to or affecting any holder of an Underlying License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by such party of the terms of such Underlying License, the Communications Act or the FCC Rules. Neither Parent Issuer nor the Company has entered into any agreement, written or oral, or made any commitment to enter into any such agreement, pursuant to which Parent Issuer or the Company would accept any interference other than such interference contemplated by the applicable FCC Licenses, Underlying Licenses and FCC Rules, or to permit any additional signals in the Geographic Service Area covered by such FCC Licenses or Underlying Licenses and, to Parent Issuer and the Company’s knowledge, there is not any such interference or additional signal. (c) Neither Parent Issuer nor any of its Subsidiaries is a party subject to or has knowledge received any notification of any an investigation, violation or forfeiture, any notice of apparent liability, violation, forfeiture or any other order or complaint issued by or before any court or regulatory governmental body, including the FCC, or of any other proceedings which that could in any manner threaten or adversely affect the validity validity, continued effectiveness, material terms, or continued effectiveness likelihood of renewal of any of the FCC Licenses Licenses, nor to the knowledge of Sellers after due inquiry is any such action threatened. No License is subject to any proceedings, and no Seller nor any ▇▇▇▇▇▇▇ Affiliate has knowledge after due inquiry of any such Person other proceedings that could in any manner threaten or give rise to any order adversely affect the validity, continued effectiveness, material terms, or likelihood of forfeiture or could otherwise reasonably be expected to have a Material Adverse Effect. Neither Parent Issuer nor renewal of any of its Subsidiaries has any reason to believe that the FCC Licenses issued to Parent Issuer or any of its Subsidiaries will not be renewed in the ordinary course. Parent Issuer and each of its Subsidiaries have filed in a timely manner all material reports, applications, documents, instruments and information required to be filed by it pursuant to the FCC Rules. No licenses, authorizations, permits or other rights other than the FCC Licenses are required under the Communications Act or the FCC Rules to operate the respective businesses of Parent Issuer and the Company in substantially the manner it is being operated as of the date hereofLicenses.

FCC Licenses. (a) Schedule 4.13 contains a true and complete list, as of the date of this Agreement, of (i) each Any FCC License which the FCC has issued to Parent Issuer owned or any of its Subsidiaries, identifying the holder of each such FCC License and (ii) all material pending applications filed with the FCC held by Parent Issuer or any of its Subsidiaries. Except as set forth on Schedule 4.13, neither Parent Issuer nor any of its Subsidiaries has any Foreign Spectrum Holdings as of the date hereof. (b) As of the date hereof, (i) each of the FCC Licenses issued to Parent Issuer Company or any of its Subsidiaries is validor any other FCC License required for the lawful ownership, bindinglease, control, use, operation, management or maintenance of any broadcast station or other broadcasting property of Company or any of its Subsidiaries shall be cancelled, terminated, rescinded, revoked, suspended, impaired, otherwise finally denied renewal, or otherwise modified in any material adverse respect, or shall be renewed on terms that materially and adversely affect the economic or commercial value or usefulness thereof, the result of which would have a Material Adverse Effect; or any such FCC License, the loss of which would have a Material Adverse Effect, shall no longer be in full force and effect, and enforceable by Parent Issuer ; or the grant of any of its Subsidiaries party thereto in accordance with its terms; (ii) Parent Issuer or any Subsidiary of Parent Issuer that is the holder of each such FCC License has performed all accrued obligations thereunder in all material respects and has not received written notice of intention to terminate any FCC License or written notice alleging a material default (other than letters of default that have been rescinded or with respect to defaults that have been cured or waived); (iii) no event caused by, relating to or affecting Parent Issuer or any Subsidiary of Parent Issuer that is the holder of an FCC License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by Parent Issuer or any Subsidiary of Parent Issuer party of the terms of such FCC License, the Communications Act loss of which would have a Material Adverse Effect, shall have been stayed, vacated or the FCC Rulesreversed, (iv) neither Parent Issuer nor any its Subsidiaries has or modified any of the material terms of any FCC License held by Parent Issuer or any of its Subsidiaries and (v) to the knowledge of Parent Issuer and the Company, no holder of an Underlying License is in breach or default in any material respect thereunder and no event caused byadverse respect, relating to by judicial or affecting administrative proceedings; or any holder of an Underlying License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by such party administrative law judge of the terms of FCC shall have issued an initial decision in any non-comparative license renewal, license revocation or any comparative (multiple applicant) proceeding to the effect that any such Underlying FCC License, the Communications Act loss of which would have a Material Adverse Effect, should be revoked or not be renewed; or any other proceeding shall have been instituted by or shall have been commenced before any court, the FCC Rules. Neither Parent Issuer nor the Company has entered into any agreement, written or oral, or made any commitment to enter into any such agreement, pursuant to which Parent Issuer or the Company would accept any interference other than such interference contemplated by the applicable FCC Licenses, Underlying Licenses and FCC Rules, or to permit any additional signals in the Geographic Service Area covered by such FCC Licenses or Underlying Licenses and, to Parent Issuer and the Company’s knowledge, there is not any such interference or additional signal. (c) Neither Parent Issuer nor any of its Subsidiaries is a party to or has knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings which could regulatory body that more likely than not will result in any manner threaten such cancellation, termination, rescission, revocation, impairment or adversely affect the validity or continued effectiveness of the FCC Licenses suspension of any such Person FCC License or give rise to result in such modification of any order of forfeiture or could otherwise reasonably be expected to such FCC License that would more likely than not have a Material Adverse Effect. Neither Parent Issuer nor THEN (i) upon the occurrence of any Event of its Subsidiaries has Default described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any reason time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit 127 shall have presented, or shall be entitled at such time to believe present, the drafts or other documents or certificates required to draw under such Letter of Credit), and (c) all other Obligations of the Company under this Agreement and the Notes shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided that the FCC Licenses issued foregoing shall not affect in any way the obligations of Lenders under subsection 3.3C(i). Any amounts described in clause (b) above, when received by Administrative Agent, shall be held by Administrative Agent pursuant to Parent Issuer such documentation as the Administrative Agent or Requisite Lenders shall request, as cash collateral for Company's reimbursement obligations in respect of any drawing under any Letters of its Subsidiaries will not be renewed Credit and the payment of the Obligations. Notwithstanding anything contained in the ordinary course. Parent Issuer and each second preceding paragraph, if at any time within 60 days after an acceleration of its Subsidiaries have filed in a timely manner all material reports, applications, documents, instruments and information required to be filed by it the Loans pursuant to such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the FCC Rules. No licensesextent permitted by law, authorizationson overdue interest, permits or other rights at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than the FCC Licenses are required under the Communications Act or the FCC Rules to operate the respective businesses of Parent Issuer and the Company in substantially the manner it is being operated as non-payment of the date hereof.principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Company, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended to benefit Company and do not grant Company the right to require Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met. 128

FCC Licenses. (a) Schedule 4.13 4.13(a) annexed hereto contains a true and complete list, as of the date of this Agreement, of (i) each FCC License which the FCC has issued to Parent Issuer or any of its Subsidiaries, identifying (A) the holder of each such FCC License and (B) each such FCC License that is a Spinco Asset, (ii) all material pending applications filed with the FCC by Parent Issuer or any of its Subsidiaries, identifying (A) the holder of each such application and (B) each such application that is a Spinco Asset and (iii) each Spectrum Lease, identifying (A) the lessor or sublessor and the lessee or sublessee of each Spectrum Lease and (B) each Spectrum Lease that is a Spinco Asset. Except as set forth on Schedule 4.134.13 annexed hereto, neither Parent Issuer nor any of its Subsidiaries has owns, leases, subleases, licenses or sublicenses any Foreign Spectrum Holdings as of the date hereof. Any Foreign Spectrum Holdings constituting Spinco Assets are identified as such on Schedule 4.13(a). (b) As Except as set forth on Schedule 4.13(b) annexed hereto, as of the date hereof, : (i) each of the FCC Licenses issued to Parent Issuer or any of its Subsidiaries is valid, binding, in full force and effect, and enforceable by Parent Issuer or any of its Subsidiaries party thereto in accordance with its terms; (ii) Parent Issuer or any Subsidiary of Parent Issuer that is the holder of each such FCC License has performed all accrued obligations thereunder in all material respects and has not received written notice of intention to terminate any FCC License or written notice alleging a material default (other than letters of default that have been rescinded or with respect to defaults that have been cured or waived); (iii) no event caused by, relating to or affecting Parent Issuer or any Subsidiary of Parent Issuer that is the holder of an FCC License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by Parent Issuer or any Subsidiary of Parent Issuer party of the terms of such FCC License, the Communications Act or the FCC Rules, ; (iv) neither Parent Issuer nor any its Subsidiaries has modified any of the material terms of any FCC License held by Parent Issuer or any of its Subsidiaries Subsidiaries; and (v) to the knowledge of Parent Issuer and the CompanyGuarantors, no holder of an Underlying License is in breach or default in any material respect thereunder and no event caused by, relating to or affecting any holder of an Underlying License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by such party of the terms of such Underlying License, the Communications Act or the FCC Rules. Neither Except as set forth on Schedule 4.13(b) annexed hereto, neither Parent Issuer nor the Company any of its Subsidiaries has entered into any agreement, written or oral, or made any commitment to enter into any such agreement, pursuant to which Parent Issuer or the Company any of its Subsidiaries would accept any interference other than such interference contemplated by the applicable FCC Licenses, Underlying Licenses and FCC Rules, or to permit any additional signals in the Geographic Service Area covered by such FCC Licenses or Underlying Licenses and, to the knowledge of each of Parent Issuer and the Company’s knowledgeGuarantors, there is not any such interference or additional signal. (c) Neither Except as set forth on Schedule 4.13(c) annexed hereto, neither Parent Issuer nor any of its Subsidiaries is a party to or has knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings which could in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Licenses of any such Person or give rise to any order of forfeiture or could otherwise reasonably be expected to have a Material Adverse Effect. Neither Except as set forth on Schedule 4.13(c) annexed hereto, neither Parent Issuer nor any of its Subsidiaries has any reason to believe that the FCC Licenses issued to Parent Issuer or any of its Subsidiaries will not be renewed in the ordinary course. Parent Issuer and each of its Subsidiaries have filed in a timely manner all material reports, applications, documents, instruments and information required to be filed by it pursuant to the FCC Rules. No licenses, authorizations, permits or other rights other than the FCC Licenses and the Spectrum Leases are required under the Communications Act or the FCC Rules to operate the respective businesses of Parent Issuer and the Company in substantially the manner it is being operated as of the date hereof.

FCC Licenses. (a) Schedule 4.13 4.13(a) annexed hereto contains a true and complete list, as of the date of this Agreement, of (i) each FCC License which the FCC has issued to Parent Issuer or any of its Subsidiaries, identifying (A) the holder of each such FCC License and (B) each such FCC License that is a Spinco Asset, (ii) all material pending applications filed with the FCC by Parent Issuer or any of its Subsidiaries, identifying (A) the holder of each such application and (B) each such application that is a Spinco Asset and (iii) each Spectrum Lease, identifying (A) the lessor or sublessor and the lessee or sublessee of each Spectrum Lease and (B) each Spectrum Lease that is a Spinco Asset. Except as set forth on Schedule 4.134.13(a) annexed hereto, neither Parent Issuer nor any of its Subsidiaries has owns, leases, subleases, licenses or sublicenses any Foreign Spectrum Holdings as of the date hereof. Any Foreign Spectrum Holdings constituting Spinco Assets are identified as such on Schedule 4.13(a). (b) As Except as set forth on Schedule 4.13(b) annexed hereto, as of the date hereof, : (i) each of the FCC Licenses issued to Parent Issuer or any of its Subsidiaries is valid, binding, in full force and effect, and enforceable by Parent Issuer or any of its Subsidiaries party thereto in accordance with its terms; (ii) Parent Issuer or any Subsidiary of Parent Issuer that is the holder of each such FCC License has performed all accrued obligations thereunder in all material respects and has not received written notice of intention to terminate any FCC License or written notice alleging a material default (other than letters of default that have been rescinded or with respect to defaults that have been cured or waived); (iii) no event caused by, relating to or affecting Parent Issuer or any Subsidiary of Parent Issuer that is the holder of an FCC License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by Parent Issuer or any Subsidiary of Parent Issuer party of the terms of such FCC License, the Communications Act or the FCC Rules, ; (iv) neither Parent Issuer nor any its Subsidiaries has modified any of the material terms of any FCC License held by Parent Issuer or any of its Subsidiaries Subsidiaries; and (v) to the knowledge of Parent Issuer and the CompanyGuarantors, no holder of an Underlying License is in breach or default in any material respect thereunder and no event caused by, relating to or affecting any holder of an Underlying License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by such party of the terms of such Underlying License, the Communications Act or the FCC Rules. Neither Except as set forth on Schedule 4.13(b) annexed hereto, neither Parent Issuer nor the Company any of its Subsidiaries has entered into any agreement, written or oral, or made any commitment to enter into any such agreement, pursuant to which Parent Issuer or the Company any of its Subsidiaries would accept any interference other than such interference contemplated by the applicable FCC Licenses, Underlying Licenses and FCC Rules, or to permit any additional signals in the Geographic Service Area covered by such FCC Licenses or Underlying Licenses and, to Parent the knowledge of each of Issuer and the Company’s knowledgeGuarantors, there is not any such interference or additional signal. (c) Neither Except as set forth on Schedule 4.13(c) annexed hereto, neither Parent Issuer nor any of its Subsidiaries is a party to or has knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings which could in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Licenses of any such Person or give rise to any order of forfeiture or could otherwise reasonably be expected to have a Material Adverse Effect. Neither Except as set forth on Schedule 4.13(c) annexed hereto, neither Parent Issuer nor any of its Subsidiaries has any reason to believe that the FCC Licenses issued to Parent Issuer or any of its Subsidiaries will not be renewed in the ordinary course. Parent Issuer and each of its Subsidiaries have filed in a timely manner all material reports, applications, documents, instruments and information required to be filed by it pursuant to the FCC Rules. No licenses, authorizations, permits or other rights other than the FCC Licenses and the Spectrum Leases are required under the Communications Act or the FCC Rules to operate the respective businesses of Parent Issuer and the Company in substantially the manner it is being operated as of the date hereof.

FCC Licenses. (a) Schedule 4.13 contains a true and complete listNotwithstanding anything to the contrary contained in this Indenture or in any Collateral Document, as any foreclosure on, sale, transfer or other disposition of any Collateral or any other action taken or proposed to be taken under this Indenture, the Notes or any Collateral Documents that would affect the operational, voting, or other control of the date of this Agreement, of (i) each FCC License which the FCC has issued to Parent Issuer or any Guarantor or affect the ownership of its Subsidiaries, identifying the holder of each such any FCC License and (ii) all material pending applications filed with issued by the FCC by Parent to the Issuer or any of its Subsidiaries. Except as set forth on Schedule 4.13Guarantor shall be in accordance with the Communications Act and, neither Parent Issuer nor any of its Subsidiaries has any Foreign Spectrum Holdings as if and to the extent required thereby, subject to the prior consent of the date hereof. (b) As of FCC and any other applicable Governmental Authority. Notwithstanding anything to the date hereofcontrary contained in this Indenture or any Collateral Document, (i) each the Trustee, the Collateral Agent and the Holders shall not take any action pursuant hereto that would constitute or result in any assignment of any FCC License or the transfer of control of the Issuer or any Guarantor if such assignment or transfer of control would require, under then existing law (including the Communications Act), the prior approval of the FCC, without first obtaining such approval of the FCC Licenses issued and notifying the FCC of the consummation of such assignment or transfer of control (to Parent Issuer or any of its Subsidiaries is valid, binding, in full force and effect, and enforceable by Parent Issuer or any of its Subsidiaries party thereto in accordance with its termsthe extent required to do so); (ii) Parent Issuer voting rights in any Collateral representing direct or indirect control of any Subsidiary of Parent Issuer that is the holder of each such FCC License has performed shall remain with the FCC-approved holder thereof notwithstanding the existence of any Event of Default until all accrued obligations thereunder required consents of the FCC shall have been obtained; (iii) if the Trustee, Collateral Agent or the Holders exercise any remedies of foreclosure in all material respects respect to any such pledged interest following the occurrence of an Event of Default, there shall be either a private or public arm’s-length sale of such pledged interest; and has (iv) prior to the exercise of voting rights by any purchaser at a public or private arm’s-length sale of any Collateral representing direct or indirect control of any FCC License, the consent and approval of the FCC as required pursuant to 47 U.S.C. § 310(d) of the Communications Act shall have first been obtained. The Collateral shall not received written notice of intention to terminate include any FCC License or written notice alleging other authorization issued by the FCC to the extent (but only to the extent) that at such time the Trustee, the Collateral Agent or the Holders may not validly possess a material default (other than letters of default that have been rescinded security interest therein pursuant to applicable Communications Laws, but the Collateral shall include, to the maximum extent permitted by law, all rights incident or with respect appurtenant to defaults that have been cured or waived); (iii) no event caused by, relating to or affecting Parent Issuer or any Subsidiary of Parent Issuer that is the holder of an FCC License has occurred which (and the right to receive any consideration or proceeds derived from or in connection with the sale, assignment or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by Parent Issuer or any Subsidiary of Parent Issuer party of the terms of such FCC License, the Communications Act or the FCC Rules, (iv) neither Parent Issuer nor any its Subsidiaries has modified any of the material terms transfer of any FCC License held by Parent License. The Issuer and each Guarantor agrees to use its best efforts to take any lawful action which the Trustee or any of its Subsidiaries Collateral Agent may request in order to obtain and (v) enjoy the full rights and benefits granted to the knowledge of Parent Issuer Trustee, the Collateral Agent and the CompanyHolders by this Indenture and the Collateral Documents, no holder including, but not limited to, after the occurrence of an Underlying License is in breach or default in any material respect thereunder and no event caused byEvent of Default, relating to or affecting any holder of an Underlying License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by such party use of the terms of Issuer’s and such Underlying License, the Communications Act or the FCC Rules. Neither Parent Issuer nor the Company has entered into Guarantor’s best efforts to assist in obtaining any agreement, written or oral, or made any commitment to enter into any such agreement, pursuant to which Parent Issuer or the Company would accept any interference other than such interference contemplated by the applicable FCC Licenses, Underlying Licenses and FCC Rules, or to permit any additional signals in the Geographic Service Area covered by such FCC Licenses or Underlying Licenses and, to Parent Issuer and the Company’s knowledge, there is not any such interference or additional signal. (c) Neither Parent Issuer nor any of its Subsidiaries is a party to or has knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings which could in any manner threaten or adversely affect the validity or continued effectiveness approval of the FCC Licenses of and any such Person or give rise to any order of forfeiture or could otherwise reasonably be expected to have a Material Adverse Effect. Neither Parent Issuer nor any of its Subsidiaries has any reason to believe other Governmental Authority that the FCC Licenses issued to Parent Issuer or any of its Subsidiaries will not be renewed in the ordinary course. Parent Issuer and each of its Subsidiaries have filed in a timely manner all material reports, applications, documents, instruments and information required to be filed by it pursuant to the FCC Rules. No licenses, authorizations, permits or other rights other than the FCC Licenses are is then required under the Communications Act or under any other law for any action or transaction contemplated by the FCC Rules to operate Indenture or the respective businesses Collateral Documents, including, without limitation, the sale or transfer of Parent Issuer and the Company in substantially the manner it is being operated as of the date hereofCollateral.

FCC Licenses. The Borrower and its Subsidiaries hold all FCC ------------ licenses, registrations and authorizations as are necessary to the Borrower's and its Subsidiaries' businesses (a) collectively, the "FCC Licenses"). Each of the FCC Licenses that is material to the business of the Borrower or any of its Subsidiaries has been validly issued and is in full force and effect. All FCC Licenses in effect on the Initial Borrowing Date and their respective expiration dates are listed and described on Schedule 4.13 contains a VI and true copies of such FCC Licenses, with any and complete listall modifications, amendments, and pending applications therefor or relating thereto, as of the date Initial Borrowing Date have been furnished to the Administrative Agent. The Borrower has no knowledge of this Agreement, any condition imposed by the FCC as part of (i) each any FCC License which is neither set forth on the face thereof as issued by the FCC has issued nor contained in the policies, rules and regulations of the FCC applicable generally to Parent Issuer business of the type, nature, class or location of the Borrower and its Subsidiaries. The Borrower and its Subsidiaries are in compliance in all material respects with the terms and conditions of the FCC Licenses applicable to it and with the policies, rules and regulations of the FCC and the Communications Act of 1934, as amended (the "Communications Act"). No proceedings are pending or are, to the knowledge of the Borrower, threatened which may reasonably be expected to result in the revocation, rescission, modification, non-renewal or suspension of any FCC License that is material to the business of the Borrower or any of its Subsidiaries, identifying the holder denial of each such FCC License any pending applications, the issuance of any cease and (ii) all material pending applications filed with desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC by Parent Issuer with respect to the Borrower or any of its Subsidiaries. Except as set forth on Schedule 4.13All reports, neither Parent Issuer nor applications, tariffs and other documents required to be filed by the Borrower or any of its Subsidiaries has any Foreign Spectrum Holdings Subsidiaries, as appropriate, with the FCC have in all material respects been timely filed and all such reports, applications, tariffs and documents are true, correct and complete in all material respects. To the knowledge of the date hereof. (b) As Borrower, there are no unsatisfied or otherwise outstanding citations, complaint proceedings, notices of the date hereof, (i) each liability or notices of forfeiture issued by the FCC Licenses issued and received by the Borrower or a Subsidiary thereof with respect to Parent Issuer the Borrower or any of its Subsidiaries is valid, binding, in full force and effect, and enforceable by Parent Issuer or any of its Subsidiaries party thereto in accordance with its terms; (ii) Parent Issuer or any Subsidiary of Parent Issuer that is the holder of each such FCC License has performed all accrued obligations thereunder in all material respects and has not received written notice of intention to terminate any FCC License or written notice alleging a material default (other than letters of default that have been rescinded or with respect to defaults that have been cured or waived); (iii) no event caused by, relating to or affecting Parent Issuer or any Subsidiary of Parent Issuer that is the holder of an FCC License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by Parent Issuer or any Subsidiary of Parent Issuer party of the terms of such FCC License, the Communications Act or the FCC Rules, (iv) neither Parent Issuer nor any its Subsidiaries has modified any of the material terms of any FCC License held by Parent Issuer or any of its Subsidiaries and (v) to the knowledge of Parent Issuer and the Company, no holder of an Underlying License is in breach or default in any material respect thereunder and no event caused by, relating to or affecting any holder of an Underlying License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by such party of the terms of such Underlying License, the Communications Act or the FCC Rules. Neither Parent Issuer nor the Company has entered into any agreement, written or oral, or made any commitment to enter into any such agreement, pursuant to which Parent Issuer or the Company would accept any interference other than such interference contemplated by the applicable FCC Licenses, Underlying Licenses and FCC Rules, or to permit any additional signals in the Geographic Service Area covered by such FCC Licenses or Underlying Licenses and, to Parent Issuer and the Company’s knowledge, there is not any such interference or additional signaltheir respective operations. (c) Neither Parent Issuer nor any of its Subsidiaries is a party to or has knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings which could in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Licenses of any such Person or give rise to any order of forfeiture or could otherwise reasonably be expected to have a Material Adverse Effect. Neither Parent Issuer nor any of its Subsidiaries has any reason to believe that the FCC Licenses issued to Parent Issuer or any of its Subsidiaries will not be renewed in the ordinary course. Parent Issuer and each of its Subsidiaries have filed in a timely manner all material reports, applications, documents, instruments and information required to be filed by it pursuant to the FCC Rules. No licenses, authorizations, permits or other rights other than the FCC Licenses are required under the Communications Act or the FCC Rules to operate the respective businesses of Parent Issuer and the Company in substantially the manner it is being operated as of the date hereof.

FCC Licenses. (a) Schedule 4.13 contains a true The License Subsidiaries hold all licenses, permits and complete list, as other authorizations issued by the FCC or any State PUC that are necessary and material to operation of the date business of this AgreementBorrowers and their Subsidiaries (collectively, of (i) each the “FCC Licenses”). Each FCC License which the FCC has been validly issued to Parent Issuer or any of its Subsidiaries, identifying the holder of each such FCC License and (ii) all material pending applications filed with the FCC by Parent Issuer or any of its Subsidiaries. Except as set forth on Schedule 4.13, neither Parent Issuer nor any of its Subsidiaries has any Foreign Spectrum Holdings as of the date hereof. (b) As of the date hereof, (i) each of the FCC Licenses issued to Parent Issuer or any of its Subsidiaries is valid, binding, in full force and effect, except as would not, individually or in the aggregate, result in a Material Adverse Effect. Borrowers have no knowledge of any condition imposed by the FCC or any State PUC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC or any State PUC nor contained in the FCC Rules or any State PUC Rules applicable generally to businesses of Borrowers and enforceable their Subsidiaries. Borrowers and their Subsidiaries are in compliance with all of the terms and conditions of the FCC Licenses and with the FCC Rules, State PUC Rules and the Communications Act, except as would not, individually or in the aggregate, result in a Material Adverse Effect. No proceedings are pending or are threatened which may reasonably be expected to result in (i) the revocation, rescission, adverse modification, non-renewal or suspension of any of the FCC Licenses, (ii) the denial of any pending application for an FCC License, (iii) the issuance of any cease and desist order or (iv) the imposition of any fine, forfeiture or other administrative action by Parent Issuer the FCC or any State PUC with respect to Borrowers or any of its their Subsidiaries party thereto that, in accordance with its terms; the case of any of clause (i), (ii), (iii) Parent Issuer or any Subsidiary of Parent Issuer that is the holder of each such FCC License has performed all accrued obligations thereunder (iv) above, would reasonably be expected to result in all material respects and has not received written notice of intention to terminate any FCC License or written notice alleging a material default Material Adverse Effect. All fees (other than letters fees disputed in good faith by a Loan Party) due and payable to the FCC or any State PUC by Borrowers or any of default that their Subsidiaries have been rescinded or with respect to defaults that have been cured or waived); (iii) paid and no event caused by, relating to or affecting Parent Issuer or any Subsidiary of Parent Issuer that is the holder of an FCC License has occurred which (which, with or without the giving of notice or lapse of time, time or both) , would constitute a material default grounds for revocation or material breach by Parent Issuer or modification of any Subsidiary of Parent Issuer party of the terms of such FCC License, the Communications Act except as would not, individually or the FCC Rules, (iv) neither Parent Issuer nor any its Subsidiaries has modified any of the material terms of any FCC License held by Parent Issuer or any of its Subsidiaries and (v) to the knowledge of Parent Issuer and the Company, no holder of an Underlying License is in breach or default in any material respect thereunder and no event caused by, relating to or affecting any holder of an Underlying License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by such party of the terms of such Underlying License, the Communications Act or the FCC Rules. Neither Parent Issuer nor the Company has entered into any agreement, written or oral, or made any commitment to enter into any such agreement, pursuant to which Parent Issuer or the Company would accept any interference other than such interference contemplated by the applicable FCC Licenses, Underlying Licenses and FCC Rules, or to permit any additional signals in the Geographic Service Area covered by such FCC Licenses or Underlying Licenses andaggregate, to Parent Issuer and the Company’s knowledge, there is not any such interference or additional signal. (c) Neither Parent Issuer nor any of its Subsidiaries is a party to or has knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings which could result in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Licenses of any such Person or give rise to any order of forfeiture or could otherwise reasonably be expected to have a Material Adverse Effect. Neither Parent Issuer nor any of its Subsidiaries has any reason to believe that the FCC Licenses issued to Parent Issuer or any of its Subsidiaries will not be renewed in the ordinary course. Parent Issuer and each of its Subsidiaries have filed in a timely manner all material All reports, applications, documents, instruments applications and information other documents required to be filed by it pursuant to Borrowers or any of their Subsidiaries with the FCC Rules. No licensesor any State PUC have been timely filed and all such reports, authorizationsapplications and documents are true, permits complete and correct in all material respects and neither Borrowers nor any or other rights other than their Subsidiaries have any knowledge of any matter (a) which could reasonably be expected to result in the adverse modification, suspension or revocation of or the refusal to renew any FCC License or the imposition on Borrowers or any of their Subsidiaries of any fines or forfeitures by the FCC Licenses are required or any State PUC or (b) which could reasonably be expected to result in the revocation, rescission, reversal or adverse modification of any of Borrowers’ or any of their Subsidiaries’ authorizations to operate as currently authorized under the Communications Act or Act, the FCC Rules to operate the respective businesses of Parent Issuer and the Company PUC Rules, except as would not, individually or in substantially the manner it is being operated aggregate, result in a Material Adverse Effect. There are no unsatisfied or otherwise outstanding citations issued by the FCC or any State PUC with respect to Borrowers or any of their Subsidiaries or any of their respective operations, except as of would not, individually or in the date hereofaggregate, result in a Material Adverse Effect.

FCC Licenses. (a) Schedule 4.13 contains a true and complete list, as of the date of this Agreement, of (i) Each of the Parent and its Subsidiaries has all requisite power and authority and FCC Licenses to own and operate its properties and to carry on its businesses as now conducted and as proposed to be conducted. Schedule 6 annexed hereto, as it may be supplemented, correctly describes each of the Stations and sets forth all of the FCC Licenses of the Borrower and its Subsidiaries and correctly sets forth the termination date, if any, of each such FCC License. A true, correct and complete copy of each material FCC License has been made available to the Administrative Agent. Each material FCC License was duly and validly issued pursuant to procedures which comply in all material respects with all requirements of Applicable Law. As of the Agreement Date and at all times thereafter, the Parent and its Subsidiaries have the right to use all FCC Licenses required in the ordinary course of business for all Stations, and each such FCC License is in full force and effect. Each of the Parent and it Subsidiaries has issued taken all material actions and performed all of its material obligations that are necessary to maintain all material FCC Licenses without adverse modification or impairment. Except as shown on Schedule 6, no event has occurred which (i) results in, or after notice or lapse of time or both would result in, revocation, suspension, adverse modification, non-renewal, impairment, restriction or termination of or any order of forfeiture with respect to, any material FCC License or (ii) materially and adversely affects or could reasonably be expected in the future to materially adversely affect any of the rights of the Parent Issuer or any of its Subsidiaries, identifying the holder of each such FCC License and (ii) all material pending applications filed with the FCC by Parent Issuer or any of its SubsidiariesSubsidiaries thereunder. Except as set forth on Schedule 4.136, neither Parent Issuer nor any of its Subsidiaries has any Foreign Spectrum Holdings each FCC License is held by a License Sub. Except as of the date hereof. (b) As of the date hereofset forth in Schedule 6, (i) each none of the FCC Licenses issued to requires that any present stockholder, director, officer or employee of the Parent Issuer or any of its Subsidiaries is validremain a stockholder or employee of such Person, binding, in full force and effect, and enforceable or that any transfer of control of such Person must be approved by Parent Issuer any public or any of its Subsidiaries party thereto in accordance with its terms; governmental body other than the FCC. (ii) Except as shown on Schedule 6, neither the Parent Issuer or any Subsidiary of Parent Issuer that is the holder of each such FCC License has performed all accrued obligations thereunder in all material respects and has not received written notice of intention to terminate any FCC License or written notice alleging a material default (other than letters of default that have been rescinded or with respect to defaults that have been cured or waived); (iii) no event caused by, relating to or affecting Parent Issuer or any Subsidiary of Parent Issuer that is the holder of an FCC License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by Parent Issuer or any Subsidiary of Parent Issuer party of the terms of such FCC License, the Communications Act or the FCC Rules, (iv) neither Parent Issuer nor any its Subsidiaries has modified any of the material terms of any FCC License held by Parent Issuer or any of its Subsidiaries and (v) to the knowledge of Parent Issuer and the Company, no holder of an Underlying License is in breach or default in any material respect thereunder and no event caused by, relating to or affecting any holder of an Underlying License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by such party of the terms of such Underlying License, the Communications Act or the FCC Rules. Neither Parent Issuer nor the Company has entered into any agreement, written or oral, or made any commitment to enter into any such agreement, pursuant to which Parent Issuer or the Company would accept any interference other than such interference contemplated by the applicable FCC Licenses, Underlying Licenses and FCC Rules, or to permit any additional signals in the Geographic Service Area covered by such FCC Licenses or Underlying Licenses and, to Parent Issuer and the Company’s knowledge, there is not any such interference or additional signal. (c) Neither Parent Issuer nor any of its Subsidiaries is a party to or has knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings (other than proceedings relating to the radio or television industries generally) which could in any manner materially threaten or adversely affect the validity or continued effectiveness of the FCC Licenses of any such Person or give rise to any order of forfeiture or could otherwise reasonably be expected to have a Material Adverse EffectPerson. Neither the Parent Issuer nor any of its Subsidiaries has any reason to believe that the any material FCC Licenses issued to Parent Issuer or any of its Subsidiaries listed and described in Schedule 6 will not be renewed in the ordinary course. Each of the Parent Issuer and each of its Subsidiaries have Subsidiaries, as applicable, (a) has duly filed in a timely manner all material filings, reports, applications, documents, instruments and information required to be filed by it under the Communication Act or pursuant to FCC Regulations or requests of any regulatory body having jurisdiction over any of its FCC Licenses, (b) has submitted to the FCC Ruleson a timely basis all required equal employment opportunity reports, and (c) is in compliance in all material respects with the Communications Act, including all FCC Regulations relating to the broadcast of television signals, all FCC Regulations concerning the limits on the duration of advertising in children's programming and the recordkeeping obligations relating to such advertising, the Children's Television Act and all FCC Regulations promulgated thereunder and all equal employment opportunity-related FCC Regulations. No licensesThe Parent and its Subsidiaries maintain appropriate public files at the Stations in a manner that complies in all material respects with all FCC Regulations. (iii) The Ownership Reports filed by the Parent, authorizationsthe Borrower and its Subsidiaries with the FCC are true, permits correct and complete in all material respects and there have been no changes in the ownership of the Parent, the Borrower or other rights any Subsidiary of the Borrower since the filing of such Ownership Reports other than as described in information filed with the FCC Licenses are required under and made available for examination by the Communications Act or the FCC Rules to operate the respective businesses of Parent Issuer and the Company in substantially the manner it is being operated as of the date hereofAdministrative Agent.

FCC Licenses. (a) Schedule 4.13 contains The Seller has provided Buyer with a true and complete list, as list of the date FCC Licenses held or controlled by the Seller, Tall Tower, Inc. or any of this Agreement, the Acquired Subsidiaries. Except as does not materially jeopardize the operation by the Seller or the applicable Acquired Subsidiary of any of the Seller Stations to which the FCC Licenses apply or as set forth in Section 3.18 of the Seller Disclosure Schedule: (i) each the Seller and those of its Acquired Subsidiaries that are required to hold FCC License which Licenses, or that control FCC Licenses, are qualified to hold such FCC Licenses or to control such FCC Licenses, as the case may be; (ii) the Seller and those of its Acquired Subsidiaries that are required to hold FCC has issued Licenses hold such FCC Licenses; (iii) the Seller is not aware of any facts or circumstances relating to Parent Issuer the Seller or any of its SubsidiariesAcquired Subsidiaries that would prevent the FCC's granting the requisite consent to the FCC Form 315 Transfer of Control Application to be filed (the "FCC Application"), identifying except that the holder of each such FCC License and (ii) all material pending applications Seller has filed a renewal application with the FCC by Parent Issuer or any of its Subsidiaries. Except as set forth on Schedule 4.13relating to KENS-AM, neither Parent Issuer nor any of its Subsidiaries has any Foreign Spectrum Holdings as of which renewal application may delay the date hereof. (b) As of the date hereof, (i) each granting of the FCC Licenses issued to Parent Issuer or any of its Subsidiaries is valid, binding, in full force and effect, and enforceable by Parent Issuer or any of its Subsidiaries party thereto in accordance with its termsApplication; (ii) Parent Issuer or any Subsidiary of Parent Issuer that is the holder of each such FCC License has performed all accrued obligations thereunder in all material respects and has not received written notice of intention to terminate any FCC License or written notice alleging a material default (other than letters of default that have been rescinded or with respect to defaults that have been cured or waived); (iii) no event caused by, relating to or affecting Parent Issuer or any Subsidiary of Parent Issuer that is the holder of an FCC License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by Parent Issuer or any Subsidiary of Parent Issuer party of the terms of such FCC License, the Communications Act or the FCC Rules, (iv) neither Parent Issuer nor any its Subsidiaries has modified any each Seller Station is in material compliance with all FCC Licenses held by it; and (v) there is not pending or, to the knowledge of the material terms Seller, threatened any application, petition, objection or other pleading with the FCC or other Governmental Entity which challenges the validity of, or any rights of the holder under, any FCC License held by Parent Issuer the Seller or any one of its Subsidiaries and (v) Acquired Subsidiaries, except for rule making or similar proceedings of general applicability to the knowledge of Parent Issuer and the Company, no holder of an Underlying License is in breach or default in any material respect thereunder and no event caused by, relating to or affecting any holder of an Underlying License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by such party of the terms of such Underlying License, the Communications Act or the FCC Rules. Neither Parent Issuer nor the Company has entered into any agreement, written or oral, or made any commitment to enter into any such agreement, pursuant to which Parent Issuer or the Company would accept any interference other than such interference contemplated by the applicable FCC Licenses, Underlying Licenses and FCC Rules, or to permit any additional signals in the Geographic Service Area covered by such FCC Licenses or Underlying Licenses and, to Parent Issuer and the Company’s knowledge, there is not any such interference or additional signal. (c) Neither Parent Issuer nor any of its Subsidiaries is a party to or has knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings which could in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Licenses of any such Person or give rise to any order of forfeiture or could otherwise reasonably be expected to have a Material Adverse Effect. Neither Parent Issuer nor any of its Subsidiaries has any reason to believe that the FCC Licenses issued to Parent Issuer or any of its Subsidiaries will not be renewed in the ordinary course. Parent Issuer and each of its Subsidiaries have filed in a timely manner all material reports, applications, documents, instruments and information required to be filed by it pursuant to the FCC Rules. No licenses, authorizations, permits or other rights other than the FCC Licenses are required under the Communications Act or the FCC Rules to operate the respective businesses of Parent Issuer and the Company persons engaged in substantially the manner it same business conducted by the Seller Stations. As used herein, the term "Seller Station" shall mean KENS-TV and KENS-AM and the term "FCC License" shall mean any permit, license, waiver or authorization that a person is being operated as required by the FCC to hold in connection with the operation of the date hereofits business.

FCC Licenses. (a) Schedule 4.13 contains a true and complete list, as of the date of this Agreement, of (i) each Any FCC License which the FCC has issued to Parent Issuer owned or any of its Subsidiaries, identifying the holder of each such FCC License and (ii) all material pending applications filed with the FCC held by Parent Issuer or any of its Subsidiaries. Except as set forth on Schedule 4.13, neither Parent Issuer nor any of its Subsidiaries has any Foreign Spectrum Holdings as of the date hereof. (b) As of the date hereof, (i) each of the FCC Licenses issued to Parent Issuer Company or any of its Subsidiaries is validor any other FCC License required for the lawful ownership, bindinglease, control, use, operation, management or maintenance of any broadcast station or other broadcasting property of Company or any of its Subsidiaries shall be cancelled, terminated, rescinded, revoked, suspended, impaired, otherwise finally denied renewal, or otherwise modified in any material adverse respect, or shall be renewed on terms that materially and adversely affect the economic or commercial value or usefulness thereof, the result of which would have a Material Adverse Effect; or any such FCC License, the loss of which would have a Material Adverse Effect, shall no longer be in full force and effect, and enforceable by Parent Issuer ; or the grant of any of its Subsidiaries party thereto in accordance with its terms; (ii) Parent Issuer or any Subsidiary of Parent Issuer that is the holder of each such FCC License has performed all accrued obligations thereunder in all material respects and has not received written notice of intention to terminate any FCC License or written notice alleging a material default (other than letters of default that have been rescinded or with respect to defaults that have been cured or waived); (iii) no event caused by, relating to or affecting Parent Issuer or any Subsidiary of Parent Issuer that is the holder of an FCC License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by Parent Issuer or any Subsidiary of Parent Issuer party of the terms of such FCC License, the Communications Act loss of which would have a Material Adverse Effect, shall have been stayed, vacated or the FCC Rulesreversed, (iv) neither Parent Issuer nor any its Subsidiaries has or modified any of the material terms of any FCC License held by Parent Issuer or any of its Subsidiaries and (v) to the knowledge of Parent Issuer and the Company, no holder of an Underlying License is in breach or default in any material respect thereunder and no event caused byadverse respect, relating to by judicial or affecting administrative proceedings; or any holder of an Underlying License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by such party administrative law judge of the terms of FCC shall have issued an initial decision in any non-comparative license renewal, license revocation or any comparative (multiple applicant) proceeding to the effect that any such Underlying FCC License, the Communications Act loss of which would have a Material Adverse Effect, should be revoked or not be renewed; or any other proceeding shall have been instituted by or shall have been commenced before any court, the FCC Rules. Neither Parent Issuer nor the Company has entered into any agreement, written or oral, or made any commitment to enter into any such agreement, pursuant to which Parent Issuer or the Company would accept any interference other than such interference contemplated by the applicable FCC Licenses, Underlying Licenses and FCC Rules, or to permit any additional signals in the Geographic Service Area covered by such FCC Licenses or Underlying Licenses and, to Parent Issuer and the Company’s knowledge, there is not any such interference or additional signal. (c) Neither Parent Issuer nor any of its Subsidiaries is a party to or has knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings which could regulatory body that more likely than not will result in any manner threaten such cancellation, termination, rescission, revocation, impairment or adversely affect the validity or continued effectiveness of the FCC Licenses suspension of any such Person FCC License or give rise to result in such modification of any order of forfeiture or could otherwise reasonably be expected to such FCC License that would more likely than not have a Material Adverse Effect. Neither Parent Issuer nor THEN (i) upon the occurrence of any Event of its Subsidiaries has Default described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any reason time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to believe present, the drafts or other documents or certificates required to draw under such Letter of Credit), and (c) all other Obligations of the Company under this Agreement and the Notes shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Agent shall, upon the written request of Requisite Lenders, by written notice to Company, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, the obligation of Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided that the FCC Licenses issued foregoing shall not affect in any way the obligations of -------- Lenders under subsection 3.3C(i). Any amounts described in clause (b) above, when received by Agent, shall be held by Agent pursuant to Parent Issuer such documentation as the Agent or Requisite Lenders shall request, as cash collateral for Company's reimbursement obligations in respect of any drawing under any Letters of its Subsidiaries will not be renewed Credit and the payment of the Obligations. Notwithstanding anything contained in the ordinary course. Parent Issuer and each second preceding paragraph, if at any time within 60 days after an acceleration of its Subsidiaries have filed in a timely manner all material reports, applications, documents, instruments and information required to be filed by it the Loans pursuant to such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the FCC Rules. No licensesextent permitted by law, authorizationson overdue interest, permits or other rights at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than the FCC Licenses are required under the Communications Act or the FCC Rules to operate the respective businesses of Parent Issuer and the Company in substantially the manner it is being operated as non-payment of the date hereofprincipal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Company, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent 121 Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended to benefit Company and do not grant Company the right to require Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met.