Common use of FCC Licenses Clause in Contracts

FCC Licenses. The Company is the holder of the FCC Licenses listed in ------------ Section 3.11 of the Disclosure Schedule, and except as set forth in such Disclosure Schedule, the FCC Licenses (i) are valid, in good standing and in full force and effect and constitute all of the licenses, permits and authorizations required by the Act and the Rules and Regulations for, or used in, the operation of the Station as now operated, and (ii) constitute all the licenses and authorizations issued by the FCC to the Company for or in connection with the current operation of the Station. Seller does not have any knowledge of 12 any condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the Station. Except as disclosed on Section 3.11 of the Disclosure Schedule, the Station is being operated at full authorized power in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the Rules and Regulations. Except as set forth on Section 3.11 of the Disclosure Schedule, no proceedings are pending or, to the knowledge of Seller, are threatened which may result in the revocation, modification, non- renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to the Station or its operation, other than proceedings affecting the radio broadcasting industry in general. The Company has complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the Station, and all such reports, applications and documents are complete and correct in all material respects. Seller has no knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCC, or (ii) against the Company which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Station or its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 of the Disclosure Schedule. The "Public Inspection File" of the Station is complete and in substantial and material compliance with section 73.3526 of the Rules and Regulations.

FCC Licenses. The Company Seller is the holder of the FCC Licenses licenses, permits and authorizations listed in ------------ Section 3.11 of the Disclosure Scheduleon Schedule 3.8, and except as set forth in on such Disclosure Schedule, Schedule 3.8: (a) the FCC Licenses (i) are valid, in good standing and in full force and effect effect, and constitute all of the FCC licenses, permits and authorizations required by the Act and Act, the Rules and Regulations or the FCC for, or used in, the operation of the Station in all material respects as now operated; (b) the licenses, permits and (ii) authorizations listed on Schedule 3.8 constitute all the licenses current licenses, permits and authorizations issued by the FCC to Seller or pending before the Company FCC for or in connection with the current operation of the Station. Seller does not have any knowledge of 12 any ; (c) there is no condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the Station. Except as disclosed on Section 3.11 of the Disclosure Schedule, ; (d) the Station is being operated at full authorized power in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the Rules and Regulations. Except as set forth on Section 3.11 of , except to the Disclosure Scheduleextent a failure to so comply would not constitute a Material Adverse Condition; (e) no application, no proceedings are pending action or proceeding is pending, or, to the each Seller’s knowledge of Selleris threatened, are threatened which may is reasonably likely to result in the revocation, material adverse modification, non- non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any material fines, forfeitures or other material administrative actions by the FCC with respect to the Station or its operation, other than proceedings affecting the radio broadcasting industry in general. The Company ; As set Purchase Agreement KTRB(AM) (f) to Seller’s knowledge, there is not before the FCC any material investigation, proceeding, notice of violation or order of forfeiture relating to the Station; (g) Seller has complied in all material respects with all requirements to file material reports, applications and other documents with the FCC with respect to the Station, and all such reports, applications and documents are complete and correct in all material respects. respects except to the extent a failure to so comply would not constitute a Material Adverse Condition; (h) there are no matters related to Seller has no knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCC, or (ii) against the Company which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There ; (i) to Seller’s knowledge, there are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Station or its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 of ; and (j) the Disclosure Schedule. The "Public Inspection File" of the Station is complete and in substantial and material compliance with section Section 73.3526 of the Rules and Regulations.

FCC Licenses. The Company is holds the holder licenses issued by the FCC and set forth on Schedule 2.6 hereto (the "FCC Licenses"). The FCC Licenses authorize the operation of radio stations ("LMS Stations") in the Location and Monitoring Service ("LMS") from transmitters at the authorized sites and the authorized spectrum set forth on the FCC Licenses listed and described in ------------ Section 3.11 of Schedule 2.6 and permit the Disclosure Schedule, and except Company to provide LMS to the metropolitan areas identified on Schedule 2.6 from such sites. Except as set forth in such Disclosure Schedule, Schedule 2.6: (i) no other authorization of the FCC is required for the operation of the LMS Stations pursuant to the FCC Licenses; (ii) the FCC Licenses (i) are valid, in good standing and in full force and effect in accordance with their terms and constitute all the rules and regulations of the licenses, permits and authorizations required by FCC; (iii) none of the Act and FCC Licenses is subject to any condition that the Rules and Regulations for, or used in, Company reasonably anticipates could have any material adverse effect upon the operation of the Station as now operatedLMS Stations, and considered in the aggregate; (iiiv) constitute all the licenses and authorizations issued by the FCC conditions to the Company for or in connection with the current operation of the Station. Seller does not have any knowledge of 12 any condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the Station. Except as disclosed on Section 3.11 of the Disclosure Schedule, the Station is being operated at full authorized power in accordance with the terms and conditions continuation of the FCC Licenses applicable as grandfathered LMS licenses under the rules and regulations of the FCC have been met and no waivers or extensions, other than waivers or extensions previously granted, are required from the FCC to it hold and use the FCC Licenses as contemplated by the Company; and (v) no applications for renewal or extension of the FCC Licenses are pending or due under the rules and regulations of the FCC. The Company has no reason to believe that the FCC is likely to modify its rules in accordance with a manner that would materially and adversely affect the Rules and Regulationsoperation of the LMS Stations pursuant to the FCC Licenses. Except as set forth indicated on Section 3.11 of the Disclosure ScheduleSchedule 2.6, and except for actions or proceedings affecting its industry generally, no proceedings are petition, action, investigation, notice of violation or apparent liability, notice of forfeiture, orders to show cause, complaint or proceeding is pending or, to the best knowledge of Sellerthe Company, threatened before the FCC or any other forum or agency with respect to the Company or any of the currently operating LMS Stations or seeking to revoke, cancel, suspend or modify any of the FCC Licenses. Except as otherwise expressly contemplated by this Agreement or as stated in Schedule 2.6 hereto, (i) there are threatened which may no applications presently pending before the FCC with respect to any of the currently operating LMS Stations, (ii) the Company does not know of any fact that is likely to result in the denial of an application for renewal, or the revocation, modification, non- renewal nonrenewal or suspension of any of the FCC Licenses, the denial of any pending applications, or the issuance of any cease and a cease-and-desist order order, or the imposition of any fines, forfeitures administrative or other administrative actions by the FCC judicial sanction with respect to any of the Station currently operating LMS Stations or its operationother operations of the Company, other than proceedings affecting which may have a materially adverse effect on the radio broadcasting industry currently operating LMS Stations, (iii) the Company is in general. The Company has complied compliance in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the Station, and all such reports, applications and documents are complete and correct in all material respects. Seller has no knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any terms of the FCC Licenses or and all applicable filing and operating requirements related thereto and all other applicable regulations and policies of the imposition FCC and the Communications Act of 1934, as amended, 47 U.S.C. Section 151, et seq. (the "Communications Act"), and any fines or forfeitures other governmental entity and (iv) all equipment used by the FCCCompany and its customers with respect to its LMS business has, or (ii) against to the extent necessary, been approved by the FCC and the current and contemplated use of all such equipment complies with all applicable FCC and other regulatory requirements. No prior FCC consent is required in connection with the execution, delivery and performance of this Agreement. The Company which could reasonably be expected to result in is the FCC's refusal to grant approval of the assignment to Buyer licensee of the FCC Licenses or the imposition listed in Schedule 2.6, free and clear of any Material Adverse Condition in connection with approval of such assignmentall liens and encumbrances except those contemplated by this Agreement. There are not any unsatisfied or otherwise outstanding citations Schedule 2.6 correctly sets forth all FCC Licenses required to be issued by the FCC in connection with respect the Company's LMS Stations which are held by the Company and correctly sets forth the termination date of each FCC License. To the best knowledge of the Company, except as set forth on Schedule 2.6, there have been no changes in the sites or facilities relating to the Station or its operation. Complete and accurate copies of all LMS Stations which violate the FCC's two (2) kilometer site relocation restrictions (as interpreted by the FCC Licenses are attached as a part of Section 3.11 staff engineer of the Disclosure Schedule. The "Public Inspection File" FCC Commercial Wireless Division of the Station is complete and in substantial and material compliance with section 73.3526 Wireless Telecommunications Bureau) or otherwise require FCC approval or authorization except for such confirmation of construction as the Rules and RegulationsFCC may require.

FCC Licenses. The Company is the holder (a) Schedule 1.1(a) sets forth all of the FCC Licenses listed in ------------ Section 3.11 of (and the Disclosure Scheduleexpiration dates thereof), and except as set forth in such Disclosure Schedule, the FCC Licenses (i) are valid, in good standing and in full force and effect and which constitute all of the licenses, permits permits, authorizations and authorizations registrations of the FCC required by for the Act and the Rules and Regulations for, or used in, the lawful operation of the Station as now operated, Business and (ii) constitute all the licenses and authorizations issued by the FCC ownership of Purchased Assets or otherwise material to the Company for or in connection with the current present operation of the Station. Seller does not have Business and the ownership of Purchased Assets, all required FCC antenna structure registrations that are associated with towers owned by any knowledge of 12 Seller, and any condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class pending applications for renewal or location of the Station. Except as disclosed on Section 3.11 of the Disclosure Schedule, the Station is being operated at full authorized power in accordance with the terms and conditions modification of the FCC Licenses applicable to it and in accordance with the Rules and RegulationsLicenses. Except as set forth on Section 3.11 Schedule 1.1(a): (i) the FCC Licensees are holders of the Disclosure ScheduleFCC Licenses described on Schedule 1.1(a), no proceedings (ii) the FCC Licenses are pending in full force and effect in accordance with their terms and have not been revoked, suspended, canceled, rescinded or terminated and have not expired, (iii) there is not pending, or, to Seller’s Knowledge (as defined below), threatened, any action by or before the knowledge of SellerFCC to revoke, are threatened which may result in the revocationsuspend, modificationcancel, non- renewal rescind or suspension of materially adversely modify any of the FCC LicensesLicenses (other than proceedings to amend FCC rules of general applicability), (iv) there is not issued or outstanding, by or before the denial FCC, any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against the Business or any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC Seller with respect to the Station or its operationBusiness that could result in any such action, other than proceedings affecting (v) to Seller’s Knowledge, the radio broadcasting industry FCC Licenses have been issued for the full terms customarily issued by the FCC for each class of Station, and (vi) the FCC Licenses are not subject to any condition except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable to each class of Station. Except as set forth on Schedule 2.4(a), to Seller’s Knowledge, the Stations and the Business are operating in general. The Company has complied compliance in all material respects with all requirements to file reports, applications and other documents with the terms of the FCC with respect Licenses and the Communications Laws. To Seller’s Knowledge, except as set forth on Schedule 2.4(a) and after appropriate inquiry to the StationFCC regarding any pending indecency matters or other enforcement issues, and all such reports, applications and documents there are complete and correct in all material respects. no facts or circumstances relating to any Seller has no knowledge of any matters (i) which could that would reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCC, or (iia) against the Company which could reasonably be expected to result in the FCC's ’s refusal to grant approval of the assignment to Buyer FCC Consent or any Renewal Application or otherwise disqualify any Seller, (b) materially delay obtaining the grant of the FCC Licenses Consent or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by Renewal Application, (c) cause the FCC to impose a material condition or conditions on its granting the FCC Consent or any Renewal Application or (d) result in any challenge to the FCC Application or any Renewal Application. “Knowledge” with respect to Schurz or any Seller shall mean the Station actual knowledge of (y) the general manager and chief engineer (or its operation. Complete and accurate copies of all FCC Licenses are attached as person holding a part of Section 3.11 similar position, but not including any contract employee or consultant) of the Disclosure Schedule. The "Public Inspection File" of applicable Station, and (z) the Station is complete and in substantial and material compliance with section 73.3526 of the Rules and Regulationsindividuals set forth on Schedule 2.4(a).

FCC Licenses. (a) The Company is Companies are the holder holders as of the FCC Licenses listed in ------------ Section 3.11 date of the Disclosure ScheduleOriginal Agreement of the licenses, permits and except as authorizations set forth in such Section 3.06 of the Seller Disclosure Schedule, the FCC Licenses (i) are valid, in good standing and in full force and effect and constitute . The Companies hold all of the licenses, permits and authorizations required by the Act and the Rules and Regulations for, or used in, the operation of the Station as now operated, and (ii) constitute all the licenses and authorizations issued by the FCC to the Company that are required for or otherwise used in connection with the current present operation of the Station. Seller does not have any knowledge of 12 any condition imposed by Stations (the “FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the Station. Except as disclosed on Section 3.11 of the Disclosure Schedule, the Station is being operated at full authorized power in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the Rules and RegulationsLicenses”). Except as set forth on in Section 3.11 3.06 of the Seller Disclosure Schedule, no proceedings the FCC Licenses are pending in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired. There is not pending, or, to Seller’s Knowledge, threatened, and, to Seller’s Knowledge on the knowledge date of Sellerthe Original Agreement, are threatened which no facts exist that may result in in, any Action by or before the revocationFCC to revoke, modificationsuspend, non- renewal cancel, rescind or suspension of materially and adversely modify any of the FCC Licenses (other than proceedings to amend FCC rules of general applicability). Except as set forth in Section 3.06 of the Seller Disclosure Schedule, there is not issued or outstanding, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, investigation (to Seller’s Knowledge), letter of inquiry or order of forfeiture against any of the Stations or against any Company with respect to any of the Stations that could result in any such Action, or that may materially affect Purchaser’s ability to operate any Station in accordance with the FCC Licenses. The Stations are operating in compliance in all material respects with the FCC Licenses, the denial Communications Act of any pending applications1934, as amended (the issuance “Communications Act”), and the rules, regulations and policies of any cease the FCC (the “FCC Rules”). (b) All material reports and desist order or filings required to be filed with the imposition FCC by each of any fines, forfeitures or other administrative actions the Companies with respect to each of the Stations have been timely filed. All such reports and filings are accurate and complete in all material respects. Each of the Companies maintain appropriate public inspection files at the Stations as required by the FCC Rules. (c) Set forth in Section 3.06 of the Seller Disclosure Schedule are the Towers on which the main antenna of each of the Stations is mounted. With respect to Owned Real Property, and to Seller’s Knowledge with respect to Leased Real Property, the Station or its operationTransmission Structures are registered with the FCC to the extent required by FCC Rules and all such Transmission Structures have been constructed, other than proceedings affecting the radio broadcasting industry and are operated and maintained, in general. The Company has complied compliance in all material respects with the FCC Licenses and all requirements applicable Laws, including the Communications Act and those promulgated by the FAA (and including, to file reportsthe extent applicable, applications all such Laws concerning the marking, painting, lighting, height and other documents registration of the Transmission Structures). (d) The Stations and their respective transmission facilities are operating in material compliance with the FCC Licenses, the Communications Act and the FCC Rules. To Seller’s Knowledge, none of the Stations is causing interference in violation of the FCC Rules to the transmissions of any other broadcast station or communications facility. As of the date of the Original Agreement, neither Seller nor the Companies has received any written complaint with respect to any such interference. To Seller’s Knowledge, as of the Station, and all such reports, applications and documents are complete and correct date of the Original Agreement no other broadcast station or communications facility is causing interference in all material respects. Seller has no knowledge violation of any matters (i) which could reasonably be expected the FCC Rules to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or Stations’ transmissions or, to the imposition best of any fines or forfeitures by Seller’s Knowledge, to the FCC, or (ii) against the Company which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval public’s reception of such assignment. There are transmissions. (e) The Companies do not hold, directly or indirectly, any unsatisfied licenses or otherwise outstanding citations other authorization issued by the FCC with respect to any broadcast station other than the Station or its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 of the Disclosure Schedule. The "Public Inspection File" of the Station is complete and in substantial and material compliance with section 73.3526 of the Rules and RegulationsStations.

FCC Licenses. The Company Seller is the holder of the FCC Licenses listed in ------------ Section 3.11 of the Disclosure Scheduleon Schedule 3.8, and except as set forth in on such Disclosure Schedule, the FCC Licenses (i) are valid, in good standing and in full force and effect and constitute all of the licenses, permits and authorizations required by the Act and Act, the Rules and Regulations or the FCC for, or used in, the operation of the Station Stations as now operated, and (ii) constitute all the licenses and authorizations issued by the FCC to the Company Seller for or in connection with the current operation of the StationStations. Seller does not have any has no knowledge of 12 any condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the StationStations. Except as disclosed on Section 3.11 of the Disclosure ScheduleSchedule 3.8, the Station is Stations are being operated at full authorized power power, in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the Rules and Regulations. Except as set forth on Section 3.11 of the Disclosure ScheduleSchedule 3.8, no proceedings are pending or, to the knowledge of the Seller, are threatened which may result in the revocation, modification, non- non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to the Station Stations or its their operation, other than proceedings affecting the radio broadcasting industry in general. The Company Seller has complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the StationStations, and all such reports, applications and documents are complete and correct in all material respects. Seller has no knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCC, or (ii) against the Company Seller which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Station Stations or its their operation. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 of the Disclosure ScheduleSchedule 3.8. The "Public Inspection FileFiles" of the Station is complete and Stations are in substantial and material compliance with section Section 73.3526 of the Rules and Regulations.

FCC Licenses. The Company Except as set forth on Schedule 3.6: (a) One of the Sellers is the valid and legal holder of each of the licenses, permits and authorizations of the FCC Licenses listed in ------------ Section 3.11 on Schedule 3.6 for the operation of the Disclosure Schedule, and except as set forth in such Disclosure Schedule, Stations (the "FCC Licenses"). The expiration date of the term of each FCC License is shown on Schedule 3.6. (b) The FCC Licenses (i) are valid, in good standing subsisting and in full force and effect effect, and constitute all of the licenses, permits and authorizations used in or required by for the Act and the Rules and Regulations for, or used in, the current operation of the Station Stations under the Communications Act of 1934, as now operatedamended, and the rules, regulations and policies under the FCC thereunder (collectively, the "Act"), and (ii) constitute all the licenses and authorizations authorizations, including amendments and modifications thereto, issued by the FCC to the Company such Seller for or in connection with the current operation of such Station. (c) Other than as set forth in the FCC Licenses, none of the FCC Licenses is subject to any restriction or condition which limits in any material respect the full operation of the Station. Seller does not have any knowledge Stations as now conducted by Sellers, and as of 12 any condition imposed by the Closing Date, none of the FCC as part of Licenses shall be subject to any FCC License restriction or condition which is neither set forth on would limit in any material respect the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations full operation of the type, nature, class or location of the Station. Except Stations as disclosed on Section 3.11 of the Disclosure Schedule, the Station is they are currently operated. (d) The Stations are being operated at full authorized power by Sellers in all material respects in accordance with the terms and conditions of the FCC Licenses Licenses, the Act and the rules and regulations of the FCC applicable to it and in accordance with the Rules and Regulations. it, including but not limited to those pertaining to RF emissions. (e) Except as set forth on Section 3.11 of the Disclosure Schedulein Schedule 3.6, no applications, complaints or proceedings are pending or, to the knowledge of SellerSellers, are threatened which may result in the revocation, modification, non- non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to the any Station or its operation, other than actions or proceedings affecting the radio television broadcasting industry in general. The Company has . (f) Sellers have complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the StationStations, and all such reports, applications and documents are true, correct and complete and correct in all material respects. Seller has . (g) Other than actions or proceedings affecting the television broadcasting industry in general, Sellers have no knowledge of any matters (i) which could might reasonably be expected to result in the adverse modification, suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCCFCC against Sellers, or (ii) against the Company which could might reasonably be expected to result in the FCC's refusal to grant or delay approval of the assignment to Buyer of (assuming Buyer is qualified to hold the FCC Licenses Licenses) of any FCC License or the imposition of any Material Adverse FCC Condition in connection with approval of such assignment. the transfer to Buyer of any FCC License (other than with respect to the continuation of the satellite waiver in Hawaii). (h) There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the any Station or its operation. Complete . (i) True, complete and accurate copies of all FCC Licenses have been delivered by Sellers to Buyer's FCC counsel. (j) Except for the FCC Licenses, there are attached as a part no material licenses, permits or authorizations from governmental or regulatory authorities required for the lawful operation and conduct of Section 3.11 each Station by Sellers of the Disclosure Schedule. The "Public Inspection File" of the Station is complete and in substantial and material compliance with section 73.3526 of the Rules and RegulationsStations as they are currently being operated.

FCC Licenses. The Company is (a) Such Borrower and each of its Subsidiaries holds such validly issued FCC licenses and authorizations as are necessary to operate their respective Stations as they are currently operated (collectively, the holder of the "FCC Licenses listed in ------------ Section 3.11 of the Disclosure ScheduleLicenses"), and except as set forth in each such Disclosure Schedule, the FCC Licenses (i) are valid, in good standing and License is in full force and effect effect. The ------------ FCC Licenses of such Borrower and constitute all its Subsidiaries as of the licenses, permits and authorizations required by the Act and the Rules and Regulations for, or used in, the operation of the Station as now operatedEffective Date are listed on Schedule 6.16, and each of such FCC Licenses has the ------------- expiration date indicated on Schedule 6.16. ------------- (iib) constitute all the licenses and authorizations issued by the FCC to the Company for or in connection with the current operation Neither such Borrower nor any of the Station. Seller does not have any its Subsidiaries has knowledge of 12 any condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor ------ contained in the Rules rules and Regulations regulations of the FCC applicable generally to stations of the type, nature, class or location of the StationStation in question. Except as disclosed on Section 3.11 of the Disclosure Schedule, the Each Station has been and is being operated at full authorized power in all material respects in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the Rules rules and Regulations. Except as set forth on Section 3.11 regulations of the Disclosure ScheduleFCC and the Communications Act of 1934, no as amended (the "Communications Act"). ------------------ (c) No proceedings are pending or, to the knowledge of Seller, or are threatened which may result in the revocation, modification, non- non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to the any Station or its operation, other than any matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and proceedings affecting the radio television broadcasting industry in general. The Company has complied in all material respects with all requirements to file . (d) All reports, applications and other documents required to be filed by such Borrower or any of its Subsidiaries with the FCC with respect to the StationStations have been timely filed, and all such reports, applications and documents are true, correct and complete and correct in all material respects. Seller , except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and neither such Borrower nor any of its Subsidiaries has no knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition on any such Credit Party of any material fines or forfeitures by the FCC, or (ii) against the Company which could reasonably be expected to result in the FCCrevocation, rescission, reversal or modification of any Station's refusal authorization to grant approval operate as currently authorized under the Communications Act and the policies, rules and regulations of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. FCC. (e) There are not any no unsatisfied or otherwise outstanding citations issued by the FCC with respect to the any Station or its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 of the Disclosure Schedule. The "Public Inspection File" of the Station is complete and in substantial and material compliance with section 73.3526 of the Rules and Regulationsoperations.

FCC Licenses. The Company Seller is the holder of the FCC Licenses listed in on ------------ Section 3.11 of the Disclosure ScheduleSchedule 3.7, and except as set forth in on such Disclosure Schedule, the FCC Licenses (i) are ------------ valid, in good standing and in full force and effect and constitute all of the licenses, permits and authorizations required by the Act and Act, the Rules and Regulations or the FCC for, or used in, the operation of the Station as now operated, and (ii) constitute all the licenses and authorizations issued by the FCC to the Company Seller for or in connection with the current operation of the Station. Seller does not have any has no actual knowledge of 12 any condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the Station. Except as disclosed on Section 3.11 of the Disclosure ScheduleSchedule 3.7, the Station is being operated at full authorized power in accordance with the terms and ------------ conditions of the FCC Licenses applicable to it and in accordance with the Rules and Regulations. Except as set forth on Section 3.11 of the Disclosure ScheduleSchedule 3.7, no proceedings are pending ------------ or, to the knowledge of the Seller, are threatened which may result in the revocation, modification, non- non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to the Station or its operation, other than proceedings affecting the radio broadcasting industry in general. The Company Seller has complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the Station, and all such reports, applications and documents are complete and correct in all material respects. Seller has no knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCC, or (ii) against the Company Seller which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Station or its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 of the Disclosure Schedule. The "Public Inspection File" of the Station is complete and in substantial and material compliance with section Section 73.3526 of the Rules and Regulations.

FCC Licenses. The Company Except as set forth on Schedule 1.1(a): (a) Seller is the holder of the FCC Licenses listed in ------------ Section 3.11 of the Disclosure Scheduledescribed on Schedule 1.1(a), and except as set forth in such Disclosure Schedule, the FCC Licenses (i) which are valid, in good standing and in full force and effect and constitute all of the licenses, permits and authorizations required by for the Act and the Rules and Regulations for, or used in, the operation of the Station as now operated, and (ii) constitute all the licenses and authorizations issued by the FCC to the Company for or in connection with the current present operation of the Station. Seller does The FCC Licenses are in full force and effect. The FCC Licenses are not have any knowledge of 12 subject to any condition imposed by except conditions applicable to the FCC broadcast industry generally or as part of any FCC License which is neither set forth otherwise disclosed on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the Station. Except as disclosed on Section 3.11 of the Disclosure Schedule, the Station is being operated at full authorized power in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the Rules and Regulations. Except as set forth on Section 3.11 of the Disclosure Schedule, no proceedings are pending or, to the knowledge of Seller, are threatened which may result in the revocation, modification, non- renewal or suspension of any of the FCC Licenses, and have not been revoked, suspended, canceled, rescinded or terminated and have not expired. There is not pending, or, to Seller’s knowledge, threatened, any action by or before the denial FCC or any other Governmental Authority to revoke, suspend, cancel, rescind or materially adversely modify any of the FCC Licenses (other than proceedings to amend FCC rules of general applicability). There is not now any FCC order, judgment, decree, notice of violation, notice of apparent liability or order of forfeiture against the Station outstanding, nor to Seller’s knowledge, is there any action, suit, investigation or other proceeding pending applications, or threatened by or before the issuance of any cease and desist order FCC against the Station or the imposition of any fines, forfeitures FCC Licenses or other administrative actions by against the FCC Seller with respect to the Station or its operation, other than proceedings affecting the radio broadcasting industry FCC Licenses. (b) The Station is operating in general. The Company has complied compliance in all material respects with the FCC Licenses, the Communications Act of 1934, as amended (the “Communications Act”) and the rules, regulations and policies of the FCC and all requirements to file reportsother Applicable Laws. Seller has filed or made all material reports and filings required by the FCC in respect of the Station and has paid all FCC regulatory fees in respect thereof which have become due. (c) To Seller’s knowledge, applications and other documents the Transmission Structures owned by Seller are registered with the FCC to the extent required by Applicable Law and all such Transmission Structures comply in all material respects with respect the FCC Licenses and all Applicable Laws, including the Communications Act and the rules and regulations promulgated by the Federal Aviation Administration, including to the extent applicable, all such Applicable Laws concerning the marking, painting, lighting, height and registration of the Transmission Structures. (d) To Seller’s knowledge, there is not pending or threatened any action by or before the FCC that would materially impair the ability of Seller to assign the FCC Licenses to Buyer or which would materially impede Seller’s ability to prosecute the FCC Application or obtain the grant of the FCC Consent (other than proceedings of general applicability). (e) The Station has been assigned a channel by the FCC for the provision of DTV service, and the FCC Licenses include such authorization. The Station is in compliance in all material respects with the FCC’s rules, policies and deadlines concerning construction of DTV facilities, and the Station is broadcasting a DTV signal in accordance with such authorization in all material respects and is in compliance in all material respects with the FCC’s build-out and operational requirements for digital television. The Station’s election of a channel on which to provide DTV service following the end of the DTV transition has been approved by the FCC. Seller has timely filed with the FCC the initial FCC Form 387 DTV Transition Status Report for the Station, and Seller shall take all such reports, applications commercially reasonable steps to implement the DTV Transition Plan as described in Exhibit 4 of Form 387 and documents are complete to otherwise satisfy all applicable FCC digital transition deadlines and correct in all material respectsrequirements. Seller has no knowledge not leased, licensed, assigned, conveyed or otherwise encumbered the Station’s digital spectrum or any portion thereof for the provision of any matters “ancillary or supplementary services” (ias the term is defined by the Communications Act). (f) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Each of the FCC Licenses Station’s retransmission consent agreements is in effect and is binding upon Seller and, to Seller’s knowledge, the other parties thereto (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the imposition enforcement of any fines or forfeitures by the FCC, or (ii) against the Company which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Station or its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 of the Disclosure Schedule. The "Public Inspection File" of the Station is complete and in substantial and material compliance with section 73.3526 of the Rules and Regulationscreditors’ rights generally).

FCC Licenses. The Company (a) SCHEDULE 1.1(a) hereto contains a true and complete list of the FCC Licenses. Licensee is the authorized legal holder of the FCC Licenses listed in ------------ Section 3.11 of the Disclosure Schedule, and except as set forth in such Disclosure Schedule, the Licenses. The FCC Licenses (i) are valid, in good standing and in full force and effect and constitute effect, unimpaired by any act or omission of either Seller. The FCC Licenses are all of the licenses, permits or other authorizations from federal governmental and authorizations required by the Act and the Rules and Regulations for, or used in, regulatory authorities necessary to the operation of the Station in the manner and to the full extent as now operated, such operations are currently conducted and (ii) constitute all the licenses and authorizations issued by there are no conditions upon the FCC to the Company for or in connection with the current operation of the Station. Seller does not have any knowledge of 12 any condition imposed by the FCC as part of any FCC License which is neither set forth Licenses except those conditions stated on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the Stationthereof. Except as disclosed on Section 3.11 of the Disclosure Schedule, the Station is being operated at full authorized power in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the Rules and Regulations. Except as set forth on Section 3.11 of the Disclosure Schedule, no No proceedings are pending or, or threatened (other than proceedings applicable to the knowledge of Seller, are threatened radio industry as a whole) nor do any facts exist which may result in the revocation, modification, non- non-renewal or suspension of any of the FCC Licenses, the denial of any pending applicationsapplications related to the FCC Licenses, the issuance of any cease and desist order or related to the FCC Licenses, the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to the FCC Licenses or which may affect Buyer's ability to operate the Station in accordance with the FCC Licenses and the existing rules, regulations and policies of the FCC (the "FCC Rules"). (b) Except as disclosed on SCHEDULE 1.1(a) hereof, the Station and its transmission facilities are operating in material compliance with the FCC Licenses and the FCC Rules, and Seller shall take all steps reasonably necessary to insure continued compliance therewith pending the Closing. Licensee has filed with the FCC all material reports or its operationapplications (including payment of any fee, other than proceedings affecting fine or forfeiture due to the radio broadcasting industry in generalFCC as of date hereof) with respect to the FCC Licenses and the Station. The Company Seller has complied in all material respects with all applicable FCC Rules pertaining to (i) the Station's public file, and (ii) the requirements to file reports, applications maintain logs and other documents records. All such files, logs, and records required by the FCC are kept in good order and maintained at the Station. Except as disclosed on SCHEDULE 1.1(a) hereof, the Station's tower and transmitting facilities are in good repair and structurally sound, are currently maintained and shall be maintained in accordance with good engineering practice and all applicable FCC Rules, have correct monitoring points, and possess all necessary lighting and markings to comply with applicable FCC Rules. If required, the transmission towers are duly registered with the FCC with respect to the Stationand Federal Aviation Administration. The Station is currently transmitting its broadcast signal, and all such reportsshall on the Closing Date be transmitting its broadcast signal, applications and documents are complete and correct in all material respects. Seller has at no knowledge less than ninety percent (90%) of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCC, or (ii) against the Company which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Station or its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 of the Disclosure Schedule. The "Public Inspection File" of the Station is complete and in substantial and material compliance with section 73.3526 of the Rules and Regulationsmaximum authorized power.

FCC Licenses. The Company Seller is the holder of the FCC Licenses listed in ------------ Section 3.11 of the Disclosure Scheduleon ------------- Schedule 3.8, and except as set forth in on such Disclosure Schedule, the FCC Licenses (i) are ------------ valid, in good standing and in full force and effect and constitute all of the licenses, permits and authorizations required by the Act and Act, the Rules and Regulations or the FCC for, or used in, the operation of the Station in all material respects as now operated, and (ii) constitute all the current licenses and authorizations issued by the FCC to the Company Seller for or in connection with the current operation of the Station. Seller does not have any has no knowledge of 12 any condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the Station. Except as disclosed on Section 3.11 of the Disclosure Schedule, the The Station is being operated at full authorized power power, in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the Rules and Regulations. Except as set forth on Section 3.11 of the Disclosure Schedule, no No proceedings are pending or, to the knowledge of the Seller, are threatened which may result in the revocation, modification, non- non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to the Station or its operation, other than proceedings affecting the radio broadcasting industry in general. The Company Seller has complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the Station, and all such reports, applications and documents are complete and correct in all material respects. Seller has no knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCC, or (ii) against the Company Seller which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Station or its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 of the Disclosure ScheduleSchedule 3.8. The "Public ------------ Inspection File" of the Station is complete and in substantial and material compliance with section Section 73.3526 of the Rules and Regulations.

FCC Licenses. The Company (a) Set forth on Schedule 3.9(a) is the holder a list of the Station Licenses issued by the FCC to SBS Licensee for the operation of the Station and all applications for modification, extension or renewal thereof, and any applications for any new licenses, permits, permissions or authorizations pending on the date hereof (the "FCC Licenses"). (b) The FCC Licenses listed in ------------ Section 3.11 of the Disclosure Schedule, and except as set forth in such Disclosure Schedule, the FCC Licenses (i) are valid, in good standing and in full force and effect and constitute all of the licenses, permits and authorizations required by the Act and the Rules and Regulations for, or used in, the operation of the Station as now operatedpermits, and (ii) constitute all the licenses and other authorizations issued by the FCC and used to lawfully operate the Station in the manner and to the Company for or in connection with the current operation of the Station. Seller does not have any knowledge of 12 any condition imposed by the FCC full extent as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the Station. Except as disclosed on Section 3.11 of the Disclosure Schedule, the Station is being operated at full authorized power now operated, and the FCC Licenses are validly issued in accordance with the terms name of the SBS Licensee. SBS Licensee has delivered to Buyer true and conditions complete copies of the FCC Licenses applicable to it Licenses, including any and in accordance with the Rules all amendments and Regulationsother modifications thereto. Except as set forth on Section 3.11 Schedule 3.9(b), the FCC Licenses are in full force and effect, are valid for the balance of the Disclosure Schedulecurrent license term applicable generally to radio stations licensed to communities in the state where the Station is located, and are free and clear of any restrictions that do, or could reasonably be expected to, limit the full operation of the Station in the manner and to the full extent that it is now operated (other than restrictions under the terms of the FCC Licenses themselves or generally applicable under the rules and regulations of the FCC). Except as set forth on Schedule 3.9(b), no proceedings are SBS Entity has received any notice of any violations of the FCC Licenses, the Communications Act or the rules and regulations thereunder that remain pending and unresolved. Except as set forth on Schedule 3.9(b), there is no action by or before the FCC currently pending or, to the knowledge of Sellerthe SBS Entities, are threatened which may result to revoke, cancel, rescind, modify or refuse to renew in the revocation, modification, non- renewal or suspension of ordinary course any of the FCC Licenses. Except as set forth on Schedule 3.9(b), the denial of any pending there are no applications, proceedings, or complaints pending at the issuance FCC or, to the knowledge of any cease and desist order the SBS Entities, threatened which may have an adverse effect on the Purchased Assets or the imposition operation of any fines, forfeitures or other administrative actions by the FCC with respect to the Station or its operation, (other than rulemaking proceedings affecting that apply to the radio broadcasting industry in generalgenerally). The Company has complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the Station, and all such reports, applications and documents are complete and correct in all material respects. Seller has no knowledge No SBS Entity is aware of any matters (i) which could reason reasonably be expected likely to result in the suspension FCC Licenses not being renewed in the ordinary course for a full term without material qualifications or revocation of or the refusal any reason reasonably likely to renew result in any of the FCC Licenses being revoked. To the knowledge of the SBS Entities, the Station is in compliance with the FCC's policy on human exposure to radio frequency radiation. To the knowledge of the SBS Entities, no renewal of any FCC License would constitute a major environmental action under the rules and regulations of the FCC in existence as of the date of this Agreement. To the knowledge of the SBS Entities, there are no facts pertaining to the Station, SBS Licensee, or any persons or entities affiliated therewith, which, under the Communications Act or the imposition existing rules and regulations of any fines or forfeitures by the FCC, would (i) disqualify SBS Licensee from assigning the FCC Licenses to Buyer or from consummating the transactions contemplated herein, or (ii) against the Company which could reasonably be expected to result in the FCC's refusal to grant approval materially delay obtaining of the assignment approvals required for the transactions contemplated herein. SBS Licensee maintains an appropriate public inspection file at the studios of the Station in accordance with FCC rules and regulations in all material respects. (c) All information provided by the SBS Entities, and to Buyer the knowledge of the SBS Entities, all information provided by unaffiliated third parties, contained in any pending applications for any new licenses, permits, permissions or authorizations relating to the Station is true, complete and accurate in all material respects. (d) Schedule 3.9(d) specifies the antenna registration numbers for each tower owned by each of the SBS Entities as of the date of this Agreement that requires registration under the rules and regulations of the FCC Licenses or and that is included in the imposition of any Material Adverse Condition in connection with approval of Purchased Assets (such assignment. There are not any unsatisfied or otherwise outstanding citations issued by towers the FCC with respect to the Station or its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 of the Disclosure Schedule. The "Public Inspection File" of the Station is complete and in substantial and material compliance with section 73.3526 of the Rules and RegulationsOwned Towers").

FCC Licenses. (a) The Company is Companies are the holder holders as of the FCC Licenses listed in ------------ Section 3.11 date hereof of the Disclosure Schedulelicenses, permits and except as authorizations set forth in such Section 3.06 of the Seller Disclosure Schedule, the FCC Licenses (i) are valid, in good standing and in full force and effect and constitute . The Companies hold all of the licenses, permits and authorizations required by the Act and the Rules and Regulations for, or used in, the operation of the Station as now operated, and (ii) constitute all the licenses and authorizations issued by the FCC to the Company that are required for or otherwise used in connection with the current present operation of the Station. Seller does not have any knowledge of 12 any condition imposed by Stations (the “FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the Station. Except as disclosed on Section 3.11 of the Disclosure Schedule, the Station is being operated at full authorized power in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the Rules and RegulationsLicenses”). Except as set forth on in Section 3.11 3.06 of the Seller Disclosure Schedule, no proceedings the FCC Licenses are pending in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired. There is not pending, or, to Seller’s Knowledge, threatened, and, to Seller’s Knowledge on the knowledge of Sellerdate hereof, are threatened which no facts exist that may result in in, any Action by or before the revocationFCC to revoke, modificationsuspend, non- renewal cancel, rescind or suspension of materially and adversely modify any of the FCC Licenses (other than proceedings to amend FCC rules of general applicability). Except as set forth in Section 3.06 of the Seller Disclosure Schedule, there is not issued or outstanding, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, investigation (to Seller’s Knowledge), letter of inquiry or order of forfeiture against any of the Stations or against any Company with respect to any of the Stations that could result in any such Action, or that may materially affect Purchaser’s ability to operate any Station in accordance with the FCC Licenses. The Stations are operating in compliance in all material respects with the FCC Licenses, the denial Communications Act of any pending applications1934, as amended (the issuance “Communications Act”), and the rules, regulations and policies of any cease the FCC (the “FCC Rules”). (b) All material reports and desist order or filings required to be filed with the imposition FCC by each of any fines, forfeitures or other administrative actions the Companies with respect to each of the Stations have been timely filed. All such reports and filings are accurate and complete in all material respects. Each of the Companies maintain appropriate public inspection files at the Stations as required by the FCC Rules. (c) Set forth in Section 3.06 of the Seller Disclosure Schedule are the Towers on which the main antenna of each of the Stations is mounted. With respect to Owned Real Property, and to Seller’s Knowledge with respect to Leased Real Property, the Station or its operationTransmission Structures are registered with the FCC to the extent required by FCC Rules and all such Transmission Structures have been constructed, other than proceedings affecting the radio broadcasting industry and are operated and maintained, in general. The Company has complied compliance in all material respects with the FCC Licenses and all requirements applicable Laws, including the Communications Act and those promulgated by the FAA (and including, to file reportsthe extent applicable, applications all such Laws concerning the marking, painting, lighting, height and other documents registration of the Transmission Structures). (d) The Stations and their respective transmission facilities are operating in material compliance with the FCC Licenses, the Communications Act and the FCC Rules. To Seller’s Knowledge, none of the Stations is causing interference in violation of the FCC Rules to the transmissions of any other broadcast station or communications facility. As of the date hereof, neither Seller nor the Companies has received any written complaint with respect to any such interference. To Seller’s Knowledge, as of the Station, and all such reports, applications and documents are complete and correct date hereof no other broadcast station or communications facility is causing interference in all material respects. Seller has no knowledge violation of any matters (i) which could reasonably be expected the FCC Rules to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or Stations’ transmissions or, to the imposition best of any fines or forfeitures by Seller’s Knowledge, to the FCC, or (ii) against the Company which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval public’s reception of such assignment. There are transmissions. (e) The Companies do not hold, directly or indirectly, any unsatisfied licenses or otherwise outstanding citations other authorization issued by the FCC with respect to any broadcast station other than the Station or its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 of the Disclosure Schedule. The "Public Inspection File" of the Station is complete and in substantial and material compliance with section 73.3526 of the Rules and RegulationsStations.

FCC Licenses. The Company Seller is the holder of the FCC Licenses listed in ------------ Section 3.11 of the Disclosure Scheduleon Schedule 3.8, and except as set forth in on such Disclosure Schedule, the FCC Licenses (i) are valid, in good standing and in full force and effect and constitute all of the licenses, permits and authorizations required by the Act and the Rules and Regulations for, or used in, the operation of the Station Stations as now operated, and (ii) constitute all the licenses and authorizations issued by the FCC to the Company Seller for or in connection with the current operation of the StationStations. Seller does not have any knowledge has no Knowledge of 12 any condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the StationStations. Except as disclosed on Section 3.11 of the Disclosure ScheduleSchedule 3.8, the Station is Stations are being operated at full authorized power power, in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the Rules and Regulations. Except as set forth on Section 3.11 of the Disclosure ScheduleSchedule 3.8, no proceedings are pending or, to the knowledge Knowledge of the Seller, are threatened which may result in the revocation, modification, non- non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to the Station Stations or its their operation, other than proceedings affecting the radio broadcasting industry in general. The Company Seller has complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the StationStations, and all such reports, applications and documents are complete and correct in all material respects. Seller has no knowledge Knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCC, or (ii) against the Company Seller which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Station Stations or its their operation. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 of the Disclosure ScheduleSchedule 3.8. The "Public Inspection FileFiles" of the Station is complete and Stations are in substantial and material compliance with section Section 73.3526 of the Rules and Regulations.

FCC Licenses. The Company Except as set forth on Schedule 4.7: (a) Seller is the valid and legal holder of the licenses, permits and authorizations of the FCC listed on Schedule 4.7 for the operation of the Station (the "FCC Licenses"), and any action of the FCC with respect to such FCC Licenses listed in ------------ Section 3.11 is a Final Action with the exception of the Disclosure Schedule, and except as set forth in such Disclosure Schedule, FCC Order. The expiration date of the term of each FCC License is shown on Schedule 4.7. (b) The FCC Licenses (i) are valid, in good standing subsisting and in full force and effect effect, and constitute all of the licenses, permits and authorizations used in or required by for the Act and the Rules and Regulations for, or used in, the current operation of the Station under the Communications Act of 1934, as now operatedamended, and the rules, regulations and policies under the FCC thereunder (collectively, the "Act"), and (ii) constitute all the licenses and authorizations authorizations, including amendments and modifications thereto, issued by the FCC to the Company Seller for or in connection with the current operation of the Station. Seller does not have any knowledge . (c) As of 12 any condition imposed by the date of this Agreement, none of the FCC Licenses is subject to any restriction or condition which would limit in any respect the full operation of the Station as part now conducted, and as of any FCC License which is neither set forth on the face thereof as issued by Closing Date, none of the FCC nor contained Licenses shall be subject to any restriction or condition which would limit in any respect the Rules and Regulations applicable generally to stations full operation of the type, nature, class or location of the Station. Except Station as disclosed on Section 3.11 of the Disclosure Schedule, the then conducted. (d) The Station is being operated at full authorized power by Seller in all material respects in accordance with the terms and conditions of the FCC Licenses Licenses, the Act and the rules and regulations of the FCC applicable to it and in accordance with the Rules and Regulations. Except as set forth on Section 3.11 of the Disclosure Scheduleit, no including but not limited to those pertaining to RF emissions. (e) No applications, complaints or proceedings are pending or, to the knowledge of Seller, are threatened which may result in the revocation, modification, non- non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to the Station or its operation, other than proceedings affecting the radio broadcasting industry in general. The Company . (f) Seller has complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the Station, and all such reports, applications and documents are true, correct and complete and correct in all material respects. . (g) Seller has no knowledge of any matters (i) which could might reasonably be expected to result in the adverse modification, suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCCFCC against Seller, or (ii) against the Company which could might reasonably be expected to result in the FCC's refusal to grant or delay approval of the assignment transfer to Buyer of the any FCC Licenses License or the imposition of any Material Adverse Condition in connection with approval of such assignment. the transfer to Buyer of any FCC License. (h) There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Station or its operation. Complete . (i) True, complete and accurate copies of all FCC Licenses have been delivered by Seller to Buyer. (j) Except for the FCC Licenses, there are attached as a part of Section 3.11 of no material licenses, permits or authorizations from governmental or regulatory authorities required for the Disclosure Schedule. The "Public Inspection File" lawful operation and conduct of the Station in the manner in which it has been and is complete and in substantial and material compliance with section 73.3526 of the Rules and Regulationsnow conducted.

FCC Licenses. The Company (a) Set forth on Schedule 3.9(a) is the holder a list of the Station Licenses issued by the FCC to Xxxxxx Radio for the operation of the Stations and all applications for modification, extension or renewal thereof, and any applications for any new licenses, permits, permissions or authorizations pending on the date hereof (the “FCC Licenses”). (b) The FCC Licenses listed in ------------ Section 3.11 of the Disclosure Schedule, and except as set forth in such Disclosure Schedule, the FCC Licenses (i) are valid, in good standing and in full force and effect and constitute all of the licenses, permits and authorizations required by the Act and the Rules and Regulations for, or used in, the operation of the Station as now operatedpermits, and (ii) constitute all the licenses and other authorizations issued by the FCC used or necessary to lawfully operate the Stations in the manner and to the Company for or in connection with the current operation of the Station. Seller does not have any knowledge of 12 any condition imposed by full extent as they are now operated, and the FCC as part of any FCC License which is neither set forth on the face thereof as Licenses are validly issued by the FCC nor contained in the Rules name of Xxxxxx Radio. The Xxxxxx Entities have delivered to Buyer true and Regulations applicable generally to stations of the type, nature, class or location of the Station. Except as disclosed on Section 3.11 of the Disclosure Schedule, the Station is being operated at full authorized power in accordance with the terms and conditions complete copies of the FCC Licenses applicable to it Licenses, including any and in accordance with the Rules all amendments and Regulationsother modifications thereto. Except as set forth on Section 3.11 Schedule 3.9(b), the FCC Licenses are in full force and effect, are valid for the balance of the Disclosure Schedulecurrent license term applicable generally to radio stations licensed to communities in the state where the Stations are located, no proceedings and are pending orunimpaired by any acts or omissions of either Xxxxxx Entity or any of their Affiliates, or the employees, agents, officers, directors or shareholders of either Xxxxxx Entity, and are free and clear of any restrictions which might limit the full operation of the Stations in the manner and to the knowledge full extent that they are now operated (other than restrictions under the terms of Sellerthe FCC Licenses themselves or generally applicable under the rules and regulations of the FCC). Except as set forth on Schedule 3.9(b), are threatened which may result in the revocation, modification, non- renewal or suspension Xxxxxx Entities have not received any notice of any violations of the FCC Licenses, the denial Communications Act or the rules and regulations thereunder that remain pending and unresolved. Except as set forth on Schedule 3.9(b), there is no action by or before the FCC currently pending or, to the Knowledge of the Xxxxxx Entities, threatened, to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the FCC Licenses. Except as set forth on Schedule 3.9(b), there are no applications or proceedings pending applicationsat the FCC or, to the Knowledge of the Xxxxxx Entities, threatened, to which the Xxxxxx Entities are a party or that are directed at the Xxxxxx Entities, the issuance of any cease and desist order Business or the imposition Stations, that may have a material adverse effect on the Business, the Purchased Assets or the operation of any finesthe Stations (other than those generally applicable to the broadcast industry). Except as set forth on Schedule 3.9(b), forfeitures or other administrative actions by (i) to the Knowledge of the Xxxxxx Entities, there are no formal written complaints regarding the Xxxxxx Entities pending at the FCC with respect to or threatened that may have a material adverse effect on the Station Business, the Purchased Assets or its operationthe operation of the Stations, other than proceedings affecting and (ii) based solely on the radio broadcasting industry in general. The Company has complied in all material respects with all requirements to file reports, applications and other documents Xxxxxx Entities’ inquiry with the FCC with respect to initiated on May 20, 2003 and completed on May 29, 2003, there are no formal written complaints regarding the StationXxxxxx Entities pending at the FCC or threatened that may have a material adverse effect on the Business, and all such reports, applications and documents are complete and correct in all material respectsthe Purchased Assets or the operation of the Stations. Seller has no knowledge Xxxxxx Entities do not have Knowledge of any matters (i) which could facts or circumstances reasonably be expected likely to result in those of the suspension FCC Licenses subject to expiration not being renewed in the ordinary course for a full term without material qualifications or revocation of or the refusal any reason reasonably likely to renew result in any of the FCC Licenses being revoked. The Stations are in compliance with the FCC’s policy on human exposure to radio frequency radiation. No renewal of any FCC License would constitute a major environmental action under the rules and regulations of the FCC in existence as of the date of this Agreement. To the Knowledge of the Xxxxxx Entities, except as set forth on Schedule 3.9(b), there are no facts pertaining to the Stations, either Xxxxxx Entity, their Affiliates or any other persons or entities affiliated therewith, which, under the Communications Act or the imposition existing rules and regulations of any fines or forfeitures by the FCC, would (i) disqualify the Xxxxxx Entities from assigning the FCC Licenses (excluding any applications that by their terms cannot be assigned) to Buyer or from consummating the transactions contemplated herein, or (ii) against materially delay the Company which could reasonably be expected to result in the FCC's refusal to grant approval obtaining of the assignment to Buyer approvals required for the transactions contemplated herein. The Xxxxxx Entities maintain an appropriate public inspection file at the studios of the Stations in accordance with FCC rules and regulations. (c) All information contained in any applications for modification, extension or renewal of the FCC Licenses Licenses, and any pending applications for any new licenses, permits, permissions or authorizations relating to the imposition of any Material Adverse Condition Stations pending on the Closing Date, including, but not limited to, those listed on Schedule 3.11(a), was true, complete and accurate in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued all material respects when filed and was updated to the extent required by the FCC with respect to Communications Act and the Station or its operation. Complete rules and accurate copies of all FCC Licenses are attached as a part of Section 3.11 regulations of the Disclosure Schedule. The "Public Inspection File" FCC as circumstances may have changed during the pendency thereof. (d) Except as disclosed on Schedule 3.9(b), Schedule 3.9(d) contains a list of the Station is complete and in substantial and material compliance with section 73.3526 antenna registration numbers for each tower owned by the Xxxxxx Entities as of the Rules date of this Agreement that requires registration under the rules and Regulationsregulations of the FCC and that is included in the Purchased Assets (such towers the “Owned Towers”).

FCC Licenses. The Company is the holder Except as set forth on Schedule 2.1(a): (a) Licensee holds all of the FCC Licenses, all of which are identified in Schedule 2.1(a) hereto. The FCC Licenses listed in ------------ Section 3.11 are validly existing authorizations for the operation of the Disclosure Schedulefacilities described therein under the Communications Act of 1934, as amended (the “Communications Act”). The FCC Licenses identified in Schedule 2.1(a) constitute all of the licenses and except as set forth in such Disclosure Scheduleauthorizations required under the Communications Act or the current rules, regulations and policies of the FCC in connection with the operation of the Station, as currently operated. The FCC Licenses (i) are valid, in good standing and in full force and effect and constitute all have not been revoked, suspended, canceled, rescinded or terminated and have not expired without the timely filing of a license renewal application. No action or failure to act on the part of Emmis, its Affiliates, or any of their members, managers, officers, directors, employees or agents could reasonably result in revocation, non-renewal or material adverse modification of any of the licensesFCC Licenses. Except as disclosed on Schedule 2.1(a), permits and authorizations required by the Act and the Rules and Regulations for, or used in, the operation of the Station as now operated, and (ii) constitute all the licenses and authorizations issued by the FCC to the Company for or in connection with the current operation of the Station. Seller does not have any knowledge of 12 any condition there are no conditions imposed by the FCC as part of any of the FCC License which is Licenses that are neither set forth on the face thereof as issued by the FCC nor contained in the Rules rules and Regulations regulations of the FCC applicable generally to stations of the type, nature, class or location of the Station. All FCC regulatory fees of the Station that have become due have been paid, and, to the extent required by the rules, regulations and policies of the FCC, any broadcast towers from which the Station operates that are owned by Emmis or its Affiliates have been duly registered with the FCC. Except as disclosed on Section 3.11 of in Schedule 2.1(a), there is not pending, or to Emmis’ Knowledge, threatened, (a) any action by or before the Disclosure ScheduleFCC or any other governmental body to revoke, the Station is being operated at full authorized power in accordance with the terms and conditions refuse to renew, suspend, cancel, rescind or materially adversely modify any of the FCC Licenses applicable (other than proceedings to it and in accordance with the Rules and Regulations. Except as set forth on Section 3.11 amend FCC rules of the Disclosure Schedule, no proceedings are pending or, to the knowledge of Seller, are threatened general applicability) or (b) any action which may result in the revocation, modification, non- renewal or suspension of any of the FCC Licenses, the denial of any pending applicationsapplication, the issuance of any a cease and desist order order, or the imposition of any fines, forfeitures or other administrative actions by the FCC sanction with respect to the Station or its operation, other than proceedings affecting except for the radio broadcasting industry FCC Application contemplated herein. Except as disclosed in general. The Company has complied in all material respects with all requirements Schedule 2.1(a), to file reportsEmmis’ Knowledge, applications and other documents with there is not pending any investigation or complaint by or before the FCC with respect to the Station, and all such reportsthere is not now pending, applications and documents are complete and correct issued or outstanding by or before the FCC any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against the Station or against Operating, Licensee or any of their partners, members, officers, directors, shareholders or Affiliates with respect to the Station. Except as disclosed in Schedule 2.1(a), the Station is operating in compliance in all material respects. Seller has no knowledge of any matters (i) which could reasonably be expected to result in respects with the suspension or revocation of or FCC Licenses, the refusal to renew any Communications Act, and the rules, regulations and policies of the FCC Licenses or the imposition of any fines or forfeitures by the FCC. Except as disclosed in Schedule 2.1(a), or (ii) against the Company which could reasonably Emmis and its Affiliates have timely filed all material reports, forms and statements required to be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection filed with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Station or its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 Station. (b) As used herein, the phrase “to Emmis’ Knowledge” refers to the actual knowledge of the Disclosure Schedule. The "Public Inspection File" CEO of Emmis Communications Corporation, after due inquiry of the Station is complete Station’s general manager and in substantial and material compliance with section 73.3526 of the Rules and Regulationschief engineer.

FCC Licenses. The Company is (a) Except as set forth on Schedule 3.4(a), the holder FCC Licensees are holders of the FCC Licenses listed in ------------ Section 3.11 described on Schedule 3.4(a), which include all of the Disclosure Schedulelicenses, permits, authorizations and except as set forth in such Disclosure Schedule, registrations of the FCC required for or otherwise material to the present operation of the Business and the ownership of the CCA Shares and the WK Shares. The FCC Licenses (i) are valid, in good standing and in full force and effect and constitute all of the licenseshave not been revoked, permits suspended, canceled, rescinded or terminated and authorizations required have not expired. There is not pending, or, to CCA’s Knowledge, threatened, any action by the Act and the Rules and Regulations for, or used in, the operation of the Station as now operated, and (ii) constitute all the licenses and authorizations issued by before the FCC to the Company for revoke, suspend, cancel, rescind or in connection with the current operation of the Station. Seller does not have materially adversely modify any knowledge of 12 any condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the Station. Except as disclosed on Section 3.11 of the Disclosure Schedule, the Station is being operated at full authorized power in accordance with the terms and conditions of the FCC Licenses applicable (other than proceedings to it and amend FCC rules of general applicability). There is not issued or outstanding, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against the Business, CCA, any other CCA Entity or any White Knight Entity with respect to the Business that could result in accordance with the Rules and Regulationsany such action or that would reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3.4(a), the FCC Licenses have been issued for the full terms customarily issued by the FCC for each class of Station, and the FCC Licenses are not subject to any condition except for those conditions appearing on Section 3.11 of the Disclosure Schedule, no proceedings are pending or, to the knowledge of Seller, are threatened which may result in the revocation, modification, non- renewal or suspension of any face of the FCC Licenses, the denial Licenses and conditions generally applicable to each class of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to the Station or its operation, other than proceedings affecting the radio broadcasting industry in generalStation. The Company has complied Stations are operating in compliance in all material respects with all requirements to file reports, applications and other documents with the terms of the FCC Licenses and the Communications Laws. To CCA’s Knowledge, there are no facts or circumstances that might reasonably be expected to (a) result in the FCC’s refusal to grant the FCC Consent or otherwise disqualify CCA, any other CCA Entity or any White Knight Entity, (b) materially delay obtaining the FCC Consent or (c) cause the FCC to impose a material condition or conditions on its granting the FCC Consent. “Knowledge” with respect to CCA, shall mean the actual knowledge of (i) the president and chief financial officer of CCA and the individuals holding similar positions with respect to the StationWhite Knight Entities, and all such reports, applications and documents are complete and correct in all material respects. Seller has no knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCC, or (ii) against the Company which could reasonably be expected to result in general manager and chief engineer (or person holding a similar position, but not including any contract employee or consultant) of each Station and (iii) the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Station or its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 of the Disclosure Schedule. The "Public Inspection File" of the Station is complete and in substantial and material compliance with section 73.3526 of the Rules and Regulationsindividuals set forth on Schedule 3.4(a).

FCC Licenses. The Company Seller is the holder of the FCC Licenses listed in ------------ Section 3.11 of the Disclosure Scheduleon ------------- Schedule 3.7, and except as set forth in on such Disclosure Schedule, the FCC Licenses (i) are ------------ valid, in good standing and in full force and effect and constitute all of the licenses, permits and authorizations required by the Act and Act, the Rules and Regulations or the FCC for, or used in, the operation of the Station as now operated, and (ii) constitute all the licenses and authorizations issued by the FCC to the Company Seller for or in connection with the current operation of the Station. Seller does not have any has no knowledge of 12 any condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the Station. Except as disclosed on Section 3.11 of the Disclosure ScheduleSchedule -------- 3.7, the Station is being operated at full authorized power power, in accordance with --- the terms and conditions of the FCC Licenses applicable to it and in accordance with the Rules and Regulations. Except as set forth on Section 3.11 of the Disclosure ScheduleSchedule 3.7, no ------------ proceedings are pending or, to the knowledge of the Seller, are threatened which may result in the revocation, modification, non- non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to the Station or its operation, other than proceedings affecting the radio broadcasting industry in general. The Company Seller has complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the Station, and all such reports, applications and documents are complete and correct in all material respects. Seller has no knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCC, or (ii) against the Company Seller which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Station or its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 of the Disclosure ScheduleSchedule 3.8. The "Public Inspection File" of the Station is complete ------------ and in substantial and material compliance with section Section 73.3526 of the Rules and Regulations.

FCC Licenses. The Company is the holder of the FCC Licenses listed in ------------ Section 3.11 of the Disclosure Schedule, and except as set forth in such Disclosure Schedule, the FCC Licenses (i) The Company, the Guarantor and their respective subsidiaries hold such validly issued FCC licenses and authorizations as are validnecessary to operate their respective television stations (the “Stations”) as they are currently operated (collectively, in good standing the “FCC Licenses”), and each such FCC License is in full force and effect effect. The Stations and constitute all FCC Licenses of the licenses, permits and authorizations required by the Act and the Rules and Regulations for, or used inCompany, the operation of the Station as now operatedGuarantor and their respective subsidiaries are listed on Schedule III hereto, and each of such FCC Licenses has the expiration date indicated on Schedule III. (ii) constitute all the licenses and authorizations issued by the FCC to the The Company for or in connection with the current operation of the Station. Seller does not have any has no knowledge of 12 any condition imposed by the FCC as part of any FCC License License, which condition is neither set forth on the face thereof as issued by the FCC nor contained in the Rules rules and Regulations regulations of the FCC or the Communications Act of 1934, as amended (the “Communications Act”) applicable generally to stations of the type, nature, class or location of the StationStation in question. Except as disclosed on Section 3.11 of the Disclosure Schedule, the Each Station has been and is being operated at full authorized power in all material respects in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the Rules rules and Regulations. Except as set forth on Section 3.11 regulations of the Disclosure Schedule, no FCC and the Communications Act. (iii) No proceedings are pending or, or to the knowledge of Seller, the Company are threatened which may result in the revocation, modification, non- non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to the any Station or its operationoperations, other than any matters which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change and proceedings affecting the radio television broadcasting industry in general. The Company has complied in all material respects with all requirements to file . (iv) All reports, applications and other documents required to be filed by the Company, the Guarantor and each of their respective subsidiaries with the FCC with respect to the StationStations and the issuance and the sale of the Securities contemplated hereby have been timely filed, and all such reports, applications and documents are true, correct and complete and correct in all material respects. Seller , except where the failure to make such timely filing or any inaccuracy therein would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, and the Company has no knowledge of any matters (i) which could that would reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition on the Company, the Guarantor or any of their respective subsidiaries of any material fines or forfeitures by the FCC, or (ii) against the Company which could would reasonably be expected to result in the FCC's refusal suspension, revocation, rescission, reversal or modification of any Station’s authorization to grant approval of operate as currently authorized under the assignment to Buyer rules and regulations of the FCC Licenses or and the imposition of any Material Adverse Condition in connection with approval of such assignment. Communications Act. (v) There are not any no unsatisfied or otherwise outstanding citations issued by the FCC with respect to the any Station or its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 of the Disclosure Schedule. The "Public Inspection File" of the Station is complete and in substantial and material compliance with section 73.3526 of the Rules and Regulationsoperations.

FCC Licenses. The Company is Subsidiaries validly hold all licenses and authorizations (collectively, the holder of "FCC LICENSES") pursuant to Final Orders (except as disclosed in Schedule 4.1(i)(ii)), as are necessary to operate the Stations as they are currently operated. Schedule 4.1(i)(i) hereto lists all FCC Licenses listed in ------------ Section 3.11 as are necessary to operate the Stations as they are currently operated, having the expiration dates indicated therein, each of the Disclosure Schedule, and except as set forth in such Disclosure Schedule, the FCC Licenses (i) are valid, in good standing and which is in full force and effect and constitute all of the licenses, permits and authorizations required by the Act and the Rules and Regulations for, or used in, the operation of the Station as now operated, and (ii) constitute all the licenses and authorizations issued by the FCC to the Company for or in connection with the current operation of the Stationeffect. Seller does not have any knowledge of 12 any condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the Station. Except as disclosed on Section 3.11 of the Disclosure Schedule, the Each Station is being operated at full authorized power in all material respects in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the FCC Rules and Regulationsthe Communications Act. Except as set forth on Section 3.11 of the Disclosure Scheduledisclosed in Schedule 4.1(i)(iii), no proceedings are pending or, to the knowledge of the Seller, any of the Companies or any of the Subsidiaries, are threatened which may result in the revocation, modification, non- non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Station Stations or its their operation, other than proceedings affecting the radio broadcasting industry in general. The Company has complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the Station, and all such reports, applications and documents are complete and correct in all material respects. Seller has no knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCC, or (ii) against the Company which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations forfeiture notices issued by the FCC with respect to the any Station or its operation. Complete and accurate copies of all Except as disclosed on Schedule 4.1(i)(ii), the Seller does not have any pending applications at the FCC relating to the FCC Licenses are attached as a part of Section 3.11 or the Stations. None of the Disclosure ScheduleSeller, any Company or any Subsidiary is a party to any proceeding or complaint at the FCC except as disclosed on Schedule 4.1(i)(iii). The "Public Inspection File" To the best knowledge of the Station Seller, the Companies and the Subsidiaries, there is complete no reason that the FCC Licenses will not be renewed in the ordinary course, and in substantial and material compliance with section 73.3526 there are no facts that, under the Communications Act or the FCC Rules, would disqualify any of them as transferors of the Rules and Regulations.FCC Licenses. All reports or documents required since the acquisition of the Stations by the Seller, the

FCC Licenses. The Company Seller is the holder of the FCC Licenses listed in ------------ Section 3.11 of the Disclosure Scheduleon SCHEDULE 3.8, and except as set forth in on such Disclosure Schedule, the FCC Licenses (i) are valid, in good standing and in full force and effect effect, unimpaired by any act or omission of Seller, and constitute all of the licenses, permits and authorizations required by the Act and Act, the Rules and Regulations or the FCC for, or used in, the operation of the Station in all material respects as now operated, and (ii) constitute all the current licenses and authorizations issued by the FCC to the Company Seller for or in connection with the current operation of the Station. Seller does not have any knowledge of 12 any ; (iii) there is no condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the Station. Except as disclosed on Section 3.11 of the Disclosure Schedule, ; (iv) the Station is being operated at full authorized power power, in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the Rules and Regulations. Except as set forth on Section 3.11 of , except to the Disclosure Scheduleextent a failure to so comply would not constitute a Material Adverse Effect; (v) no application, no proceedings are pending action or proceeding is pending, or, to the knowledge of Seller, are is threatened which may result in the revocation, modification, non- non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to the Station or its operation, other than proceedings affecting the radio broadcasting industry in general. The Company ; (vi) there is not before the FCC any material investigation, proceeding, notice of violation or order of forfeiture relating to the Station; (vii) Seller has complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the Station, and all such reports, applications and documents are complete and correct in all material respects. Seller has ; (viii) there are no knowledge of any matters (iA) which could reasonably be expected to result in the suspension or revocation suspension, revocation, cancellation, modification of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCC, or (iiB) against the Company Seller which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition Effect in connection with approval of such assignment. There ; (ix) there are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Station or its operation; and (x) the "Public Inspection File" of the Station is in substantial and material compliance with Section 73.3526 of the Rules and Regulations. Complete and accurate copies of all FCC Licenses are attached hereto as a part of Section 3.11 of the Disclosure Schedule. The "Public Inspection File" of the Station is complete and in substantial and material compliance with section 73.3526 of the Rules and RegulationsSCHEDULE 3.8.

FCC Licenses. The Company Except as set forth on SCHEDULE 3.6: (a) Radio Licensee is the valid and legal holder of each of the licenses, permits and authorizations of the FCC Licenses listed in ------------ Section 3.11 on SCHEDULE 3.6 (together as to all Stations, the "FCC Licenses"), and any action of the Disclosure Schedule, and except as set forth in such Disclosure Schedule, FCC with respect to each FCC License is a Final Action with the exception of the FCC Order. The expiration date of the term of each main FCC License is shown on SCHEDULE 3.6. (b) The FCC Licenses (i) are valid, in good standing valid and in full force and effect effect, and constitute all of the licenses, permits and authorizations used in or required by for the Act and the Rules and Regulations for, or used in, the current operation of the Station Stations under the Communications Act of 1934, as now operatedamended, and the rules, regulations and policies of the FCC thereunder (collectively, the "Act"), and (ii) constitute all the currently in effect licenses and authorizations authorizations, including amendments and modifications thereto, issued by the FCC to for the Company for or in connection with the current operation of the Station. Seller does not have any knowledge of 12 any condition imposed by Stations. (c) Other than as set forth in the FCC as part Licenses or restrictions applicable to the radio broadcast industry generally, none of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained Licenses is subject to any restriction or condition which limits in any material respect the Rules and Regulations applicable generally to stations full operation of the typeapplicable Station as now conducted, nature, class or location and as of the Station. Except as disclosed on Section 3.11 Closing Date, none of the Disclosure Schedule, FCC Licenses shall be subject to any restriction or condition which would limit in any material respect the full operation of such Station as currently operated. (d) Each Station is being operated at full authorized power by the applicable Seller in all material respects in accordance with the terms and conditions of the FCC Licenses applicable and the Act, including but not limited to it and in accordance with the Rules and Regulations. Except as set forth on Section 3.11 of the Disclosure Schedulethose pertaining to RF emissions. (e) No applications, no complaints or proceedings are pending or, to the knowledge Knowledge of Sellerany Selling Party, are threatened which may result in the revocation, modification, non- non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the any Station or its operation, other than actions or proceedings affecting the radio broadcasting industry in general. The Company has . (f) Sellers have complied in all material respects with all requirements to file registrations, reports, applications and other documents with the FCC with respect to the each Station, and all such registrations, reports, applications and documents are true, correct and complete and correct in all material respects. . (g) Other than actions or proceedings affecting the radio broadcasting industry in general or facts relating to Buyer, no Seller has no knowledge Knowledge of any matters (i) which could might reasonably be expected to result in the adverse modification, suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any material fines or forfeitures by the FCCFCC against any Selling Party, or (ii) against the Company which could might reasonably be expected to result in the FCC's refusal to grant denial or delay of approval of the assignment to Buyer of the any FCC Licenses License or the imposition of any Material Adverse Condition in connection with approval of such assignment. the transfer to Buyer of any FCC License. (h) There are not any no unsatisfied or otherwise outstanding citations issued by the FCC with respect to the any Station or its operation. Complete . (i) True, complete and accurate copies of all FCC Licenses material to the operation of each Station as now conducted have been delivered by Sellers to Buyer. (j) Except for the FCC Licenses, there are attached as a part of Section 3.11 no material licenses, permits or authorizations from governmental or regulatory authorities required for the lawful operation and conduct of the Disclosure Schedule. The "Public Inspection File" of the Station is complete Stations as previously and in substantial and material compliance with section 73.3526 of the Rules and Regulationscurrently operated by Sellers.

FCC Licenses. The Company Except as set forth on Schedule 1.1(a): (a) Seller is the holder of the FCC Licenses listed in ------------ Section 3.11 described on Schedule 1.1(a), which are all of the Disclosure Schedulematerial licenses, permits and except as set forth in such Disclosure Scheduleauthorizations of any federal, state or local governmental authority required for or otherwise material to the present operation of the Stations. The FCC Licenses (i) are valid, in good standing and in full force and effect and constitute all of the licenseshave not been revoked, permits suspended, canceled, rescinded or terminated and authorizations required have not expired. There is not pending any action by the Act and the Rules and Regulations for, or used in, the operation of the Station as now operated, and (ii) constitute all the licenses and authorizations issued by before the FCC to the Company for revoke, suspend, cancel, rescind or in connection with the current operation of the Station. Seller does not have materially adversely modify any knowledge of 12 any condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the Station. Except as disclosed on Section 3.11 of the Disclosure Schedule, the Station is being operated at full authorized power in accordance with the terms and conditions of the FCC Licenses applicable (other than proceedings to it amend FCC rules of general applicability). There is not issued or outstanding, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against the Stations or against Seller with respect to the Stations that could result in any such action. The Stations are operating in compliance in all material respects with the FCC Licenses, the Communications Act of 1934, as amended (the “Communications Act”), and the rules, regulations and policies of the FCC. (b) Each Station has been assigned a channel by the FCC for the provision of digital television (“DTV”) service, and the FCC Licenses include such authorization. The Stations are broadcasting the DTV signal in accordance with the Rules and Regulationssuch authorization in all material respects. Except as set forth on Section 3.11 Schedule 1.1(a), each Station’s election of a channel on which to provide DTV service following the end of the Disclosure ScheduleDTV transition has been approved by the FCC, no proceedings and each Station has met the build-out requirements for its replication-maximization deadline pursuant to the FCC’s Report and Order, “Second Periodic Review of the Commission’s Rules and Policies Affecting the Conversion to Digital Television,” FCC 04-192 (released September 7, 2004) if such deadline has passed. (c) As of the date of this Agreement, (i) the Stations are pending orcarried on cable and DBS systems pursuant to the retransmission consent agreements set forth on Schedule 1.1(d), and (ii) each retransmission consent agreement is in effect and is binding upon Seller and, to Seller’s knowledge, the knowledge other parties thereto (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of Seller, are threatened which may result in the revocation, modification, non- renewal or suspension of any of creditors’ rights generally). (d) All material reports and filings required to be filed with the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC Seller with respect to the Station or its operation, other than proceedings affecting the radio broadcasting industry in generalStations have been timely filed. The Company has complied in all material respects with all requirements to file reports, applications All such reports and other documents with the FCC with respect to the Station, filings are accurate and all such reports, applications and documents are complete and correct in all material respects. Seller has no knowledge of any matters (i) which could reasonably be expected to result in maintains appropriate public inspection files at the suspension or revocation of or the refusal to renew any of the Stations as required by FCC Licenses or the imposition of any fines or forfeitures by the FCC, or (ii) against the Company which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Station or its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 of the Disclosure Schedule. The "Public Inspection File" of the Station is complete and in substantial and material compliance with section 73.3526 of the Rules and Regulationsrules.

FCC Licenses. The Company is now and on the Closing Date will be the holder of the FCC Licenses as listed in ------------ Section 3.11 of Schedule 4.15, with regular unconditional renewals thereof having been granted for the Disclosure Schedule, and except as set forth in such Disclosure Schedule, the full license term. The FCC Licenses (i) are valid, in good standing and in full force and effect and constitute all of the licenses, permits licenses and authorizations required by the Act and the Rules and Regulations for, or for and/or used in, in the operation of the Station as now operated, and (ii) constitute all the licenses FCC Licenses are now and authorizations issued on the Closing Date will be in full force and effect and unimpaired by any act or omission of the Company, or its officers, directors, employees, or agents. There is not now pending, or to the Company's Knowledge, threatened, any action by or before the FCC to the Company for revoke, cancel, rescind, modify, or in connection with the current operation of the Station. Seller does not have any knowledge of 12 any condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained refuse to renew in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the Station. Except as disclosed on Section 3.11 of the Disclosure Schedule, the Station is being operated at full authorized power in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the Rules and Regulations. Except as set forth on Section 3.11 of the Disclosure Schedule, no proceedings are pending or, to the knowledge of Seller, are threatened which may result in the revocation, modification, non- renewal or suspension of ordinary course any of the FCC Licenses, or any investigation, Order to Show Cause, Notice of Violation, Notice of Apparent Liability, or a forfeiture or material complaint against the denial Station or the Company. The Company does not Know of any pending applicationsreason why the FCC would not renew the FCC Licenses in the ordinary course. In the event of any such action, or the filing or issuance of any cease such order, notice, or complaint or Knowledge of the threat thereof, the Company shall notify Gray of same in writing within five (5) days, and desist order shall take all reasxxxxle measures to contest in good faith or seek removal or rescission of such action, order, notice, or complaint, and shall pay any sanctions imposed. All material reports, forms, and statements required to be filed by the imposition of any fines, forfeitures or other administrative actions by Company with the FCC with respect to the Station or its operation, other than proceedings affecting the radio broadcasting industry in general. The Company has complied in all material respects with all requirements to file reports, applications have been filed and other documents with the FCC with respect to the Station, and all such reports, applications and documents are complete and correct accurate in all material respects. Seller has no knowledge The Station is now and on the Closing Date will be operating in accordance with the FCC Licenses, and in compliance with the Communications Act of any matters (i) which could reasonably be expected to result in 1934, as amended, and the suspension or revocation of or the refusal to renew any Rules and Regulations of the FCC Licenses or the imposition of any fines or forfeitures by the FCC, or (ii) against the Company which could reasonably be expected to result in the FCC's refusal to grant approval . The operation of the assignment Station, including, but not limited to, the Company's use and operation of its existing tower sites, conforms to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued standards adopted by the FCC with respect to in Guidelines Evaluating the Station or its operation. Complete Environmental Effects of Radio Frequency Radiation, Report and accurate copies of all Order, IT Docket 93-62 (August 1, 1996) (FCC Licenses are attached 96-326), as a part of Section 3.11 of the Disclosure Schedule. The "Public Inspection File" of the Station is complete modified on reconsideration, Second Memorandum Opinion and in substantial and material compliance with section 73.3526 of the Rules and RegulationsOrder, FCC 97-303 (released August 23, 1997).

FCC Licenses. The (A) One or more of the Company is and the holder of Subsidiaries holds the FCC Licenses listed in ------------ Section 3.11 of and described on Company Schedule 4.13 (the Disclosure Schedule, and except “FCC Licenses”). (B) Except as set forth in such Disclosure Scheduleon Company Schedule 4.13(B): (1) the FCC Licenses are not material to the conduct of the business of the Company and the Subsidiaries and do not apply to the SCADA system. To the Knowledge of PFC and the Company, the FCC Licenses constitute all of the authorizations required under the Communications Act, or the rules, regulations and policies of the FCC for the present operation of the facilities for which the FCC Licenses have been issued (ieach such facility individually, a “Station” and collectively the “Stations”); (2) the FCC Licenses are valid, in good standing and in full force and effect and constitute all of the licenseshave not been revoked, permits suspended, canceled, rescinded or terminated and authorizations required have not expired; (3) there is no pending or threatened formal action by the Act and the Rules and Regulations for, or used in, the operation of the Station as now operated, and (ii) constitute all the licenses and authorizations issued by before the FCC to the Company for revoke, suspend, cancel, rescind or in connection with the current operation of the Station. Seller does not have modify any knowledge of 12 any condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the Station. Except as disclosed on Section 3.11 of the Disclosure Schedule, the Station is being operated at full authorized power in accordance with the terms and conditions of the FCC Licenses applicable (other than proceedings relating to it FCC Rules of general applicability) and in accordance with there is no order to show cause, notice of violation, notice of apparent liability, or notice of forfeiture or complaint pending or threatened against PFC, the Rules and Regulations. Except as set forth on Section 3.11 of the Disclosure ScheduleCompany, no proceedings are pending or, to the knowledge of Seller, are threatened which may result in the revocation, modification, non- renewal any Subsidiary or suspension of any of the FCC LicensesStations by or before the FCC; (4) to the Knowledge of PFC and the Company, the denial of any pending applicationsCompany, the issuance Subsidiaries and each of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by Stations are in compliance in all material respects with the FCC with respect to Licenses and the Station or its operationCommunications Act; (5) PFC, other than proceedings affecting the radio broadcasting industry Company, the Subsidiaries and the Stations are in general. The Company has complied compliance in all material respects with all requirements rules and regulations of the Federal Aviation Administration applicable to file reportsthe Stations; (6) all reports and filings required to be filed with, applications and other documents with all regulatory fees required to be paid to, the FCC by PFC, the Company or any Subsidiary with respect to the Station, each Station have been timely filed and paid; and (7) all such reports, applications reports and documents filings are complete accurate and correct in all material respects. Seller has no knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCC, or (ii) against the Company which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Station or its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 of the Disclosure Schedule. The "Public Inspection File" of the Station is complete and in substantial and material compliance with section 73.3526 of the Rules and Regulationscomplete.

FCC Licenses. The Company Seller is the holder of the FCC Licenses listed in ------------ Section 3.11 of the Disclosure Scheduleon -------------- Schedule 3.7, and except as set forth in on such Disclosure Schedule, the FCC Licenses (i) are --------- valid, in good standing and in full force and effect and constitute all of the licenses, permits and authorizations required by the Act and Act, the Rules and Regulations or the FCC for, or used in, the operation of the Station in all material respects as now operated, and (ii) constitute all the current licenses and authorizations issued by the FCC to the Company Seller for or in connection with the current operation of the Station. Seller does not have any has no knowledge of 12 any condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the StationStations. Except as disclosed on Section 3.11 of the Disclosure Schedule, the The Station is being operated at full authorized power power, in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the Rules and Regulations, except to the extent a failure to so comply would not constitute a Material Adverse Condition. Except as set forth on Section 3.11 of the Disclosure Schedule, no No proceedings are pending or, to the knowledge of the Seller, are threatened which may result in the revocation, modification, non- non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to the Station or its operation, other than proceedings affecting the radio broadcasting industry in general. The Company Seller has complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the Station, and all such reports, applications and documents are complete and correct in all material respects. Seller has no knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCC, or (ii) against the Company Seller which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There To Seller's actual knowledge there are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Station or its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 of the Disclosure ScheduleSchedule 3.7. The "Public Inspection ------------ File" of the Station is complete and in substantial and material compliance with section Section 73.3526 of the Rules and Regulations.

FCC Licenses. (a) The Company is Connoisseur Sellers are the holder holders of the FCC Licenses Licenses, all of which are listed in ------------ Section 3.11 of the Disclosure Scheduleon Schedule 3.8, and except as set forth in on such Disclosure Schedule, the FCC Licenses (i) are valid, in good standing and in full force and effect and constitute all of the licenses, permits and authorizations required by the Act and Act, the Rules and Regulations of the FCC for, or used in or useful in, the present operation of the Station as now operatedStations, and (ii) constitute all the licenses licenses, permits and authorizations issued by the FCC to the Company Connoisseur Sellers for or in connection with the current present operation of the StationStations. Seller does not Sellers have any no knowledge of 12 any restriction or condition imposed by the FCC as part of with respect to any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations Regulations, other than any restriction or condition which is applicable generally to stations of the type, nature, class or location of the StationStations. The public inspection files of the Stations are in material compliance with Section 73.3526 of the Rules and Regulations. (b) Except as disclosed on Section 3.11 of the Disclosure ScheduleSchedule 3.8, the Station is Stations are being operated at full authorized power in accordance with the terms and conditions of the FCC Licenses applicable to it them and in accordance with the Act and the Rules and Regulations. Except as set forth on Section 3.11 of the Disclosure Schedule, no proceedings are pending or, to the knowledge of Sellerthe Sellers, are threatened which may result in the revocation, modificationcancellation, non- suspension, rescission, modification or non-renewal or suspension of any of the FCC Licenses, the denial of any pending applicationsapplication, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to the Station Stations or its their operation, other than proceedings affecting that are not likely to have a Material Adverse Change or Effect on the radio broadcasting industry in generalStations. The Company has There is not on the date of this Agreement pending before the FCC any issued or outstanding, nor to the knowledge of Sellers is there on the date of this Agreement threatened, any application, complaint, petition, proceeding, Notice of Violation, Notice of Apparent Liability or of Forfeiture with respect to any Station. Connoisseur Sellers have complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the StationStations, and all such reports, applications reports and documents are complete and correct in all material respectsapplications. Seller has Sellers have no knowledge of any matters (i) which could reasonably be expected to would result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCCLicenses, or (ii) against the Company any Connoisseur Seller or any affiliate of any Connoisseur Seller which could reasonably be expected to would result in the FCC's refusal to grant approval the FCC Consents. The operation and maintenance by Sellers of the assignment towers, antenna systems and other facilities relating to Buyer of the FCC Licenses Stations or the imposition of any Material Adverse Condition used in connection with approval the transmission of such assignmenttheir respective signals do not violate any Law or rights of any Person in any respects which have had or would have a Material Adverse Change or Effect on the Stations. There are not Connoisseur Sellers have registered the towers owned by any unsatisfied Connoisseur Seller to the extent required by applicable Law. To the Connoisseur Sellers' knowledge, none of the Stations is causing objectionable interference to the transmissions of any other broadcast station or otherwise outstanding citations issued by communications facility nor has any of the FCC Stations received any complaints with respect thereto, and no other broadcast stations or communications facility is causing objectionable interference to the Station or its operationrespective transmissions of any Station. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 The operation of the Disclosure Schedule. The "Public Inspection File" Stations and all of the Station is complete and Sale Assets are in substantial and material compliance with section 73.3526 of the Rules and RegulationsANSI Radiation Standards C95.1-1992.

FCC Licenses. The Company is Schedule 1.4 (a) lists (i) all licenses, permits ------------ ---------------- and other authorizations (including all broadcast auxiliary licenses, construction permits and all grants of Special Temporary Authority ("STA")) issued by the holder FCC relating to the Trust Station as of the FCC Licenses listed in ------------ Section 3.11 date of this Agreement and (ii) all licenses, permits or authorizations issued to the Trust by any other governmental entities which are material to the business or operations of the Disclosure ScheduleTrust Station and held by the Trust as of the date of this Agreement. Such licenses, permits and authorizations, and except all applications for modification, extension or renewal thereof or for new licenses, permits, permissions or authorizations applicable to the business or operations of the Trust Station are collectively referred to herein as set forth in such Disclosure Schedule, the Trust FCC Licenses (i) are validas further defined in Section 1.4(a)), in good standing and each of which is in full force and effect and constitute all of effect. To the licenses, permits and authorizations required by the Act and the Rules and Regulations for, or used inTrust's Knowledge, the operation of the Trust Station as now operated, and (ii) constitute has been operated in all the licenses and authorizations issued by the FCC to the Company for or in connection with the current operation of the Station. Seller does not have any knowledge of 12 any condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the Station. Except as disclosed on Section 3.11 of the Disclosure Schedule, the Station is being operated at full authorized power material respects in accordance with the terms and conditions of the Trust FCC Licenses applicable Licenses. All towers and other structures used in the operation of the Trust Station or the Trust Station Assets or located on the Trust Real Property are obstruction marked and lighted to it the extent required by, and in accordance with the Rules rules and Regulationsregulations of the Federal Aviation Administration (the "FAA"), the FCC and other governmental entities. Appropriate notifications to the FAA and registrations with the FCC have been filed for such towers where required. Except as set forth on Section 3.11 of for proceedings affecting the Disclosure Scheduleradio broadcast industry generally, there are no proceedings are pending or, to the knowledge Trust's Knowledge, threatened with respect to the Trust's ownership or operation of Seller, are threatened the Trust Station which reasonably may be expected to result in the revocation, material adverse modification, non- non-renewal or suspension of any of the Trust FCC Licenses, the denial of any pending applicationsapplications for the Trust FCC Licenses, the issuance against the Trust of any cease and desist order order, or the imposition of any fines, forfeitures or other administrative actions by the FCC or any other governmental entity with respect to the Station Trust FCC Licenses, or its operation, other than proceedings affecting the radio broadcasting industry in general. The Company has complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the Station, and all such reports, applications and documents are complete and correct in all material respects. Seller has no knowledge of any matters (i) which could reasonably may be expected to result in adversely affect the suspension Trust Station's ability to operate as currently operated or revocation of or the refusal Cumulus' ability to renew any obtain assignment of the Trust FCC Licenses. Except as set out in Schedule 1.4(a) hereto, and with the exception of such --------------- temporary reduced power operations as are necessary for routine maintenance, the Trust Station operates (A) in conformity with the Trust FCC Licenses and (B) within the operating power tolerances specified in 47 C.F.R. (S)73.1560(b) and 47 C.F.R. (S)73.1560(a)(1). To the Trust's Knowledge, no other broadcast Stations or the imposition of any fines or forfeitures by the FCC, or (ii) against the Company which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect radio communications facility is causing interference to the Station or its operation. Complete Trust Station's transmissions beyond that which is allowed by FCC rules and accurate copies of all FCC Licenses are attached as a part of Section 3.11 of the Disclosure Scheduleregulations. The "Public Inspection File" of Trust has all necessary authority to use the Station is complete and in substantial and material compliance with section 73.3526 of the Rules and Regulations.call signs set forth on Schedule 1.4 (a). ----------------

FCC Licenses. The Company is the holder of the FCC Licenses listed in ------------ Section 3.11 of the Disclosure Schedule, and except as set forth in such Disclosure Schedule, the FCC Licenses (i) The Company and each of its subsidiaries holds such validly issued Federal Communications Commission (the "FCC") licenses and --- authorizations as are validnecessary to operate their respective radio stations, in good standing which are listed on Schedule IV (the "Stations"), as they are currently operated ----------- -------- (collectively, the "FCC Licenses"), and each such FCC License is in full force ------------ and effect and constitute all effect. The FCC Licenses of the licenses, permits Company and authorizations required by the Act and the Rules and Regulations for, or used in, the operation of the Station as now operatedeach such subsidiary are listed on Schedule IV, and each of such FCC Licenses has the expiration date indicated ----------- on Schedule IV. ----------- (ii) constitute all the licenses and authorizations issued by the FCC to Neither the Company for or in connection with the current operation of the Station. Seller does not have nor any subsidiary has knowledge of 12 any condition imposed by the FCC as part of any FCC License License, which condition is neither set forth on the face thereof as issued by the FCC nor contained in the Rules rules and Regulations regulations of the FCC applicable generally to stations of the type, nature, class or location of the StationStation in question. Except as disclosed on Section 3.11 of the Disclosure Schedule, the Each Station has been and is being operated at full authorized power in all material respects in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the Rules rules and Regulations. Except as set forth on Section 3.11 regulations of the Disclosure ScheduleFCC and the Communications Act of 1934, no as amended (the "Communications -------------- Act"). --- (iii) No proceedings are pending or, to the knowledge of Seller, or are threatened which may result in the revocation, modification, non- non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to the any Station or its operation, other than any matters which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change and proceedings affecting the radio broadcasting industry in general. The Company has complied in all material respects with all requirements to file . (iv) All reports, applications and other documents required to be filed by the Company or any such subsidiary with the FCC with respect to the StationStations have been timely filed, and all such reports, applications and documents are true, correct and complete and correct in all material respects. Seller , except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to result in a Material Adverse Change, and neither the Company nor any of the subsidiaries has no knowledge of any matters (i) which that could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition on the Company or any subsidiary of any material fines or forfeitures by the FCC, or (ii) against the Company which could reasonably be expected to result in the FCCrevocation, rescission, reversal or modification of any Station's refusal authorization to grant approval operate as currently authorized under the Communications Act and the policies, rules and regulations of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. FCC. (v) There are not any no unsatisfied or otherwise outstanding citations issued by the FCC with respect to the any Station or its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 of the Disclosure Schedule. The "Public Inspection File" of the Station is complete and in substantial and material compliance with section 73.3526 of the Rules and Regulationsoperations.

FCC Licenses. The Company is the holder has provided Buyer with a complete list of the FCC Licenses listed in ------------ Section 3.11 held or controlled by the Company or any of its Subsidiaries. Except as does not materially jeopardize the operation by the Company or the applicable Subsidiary of any of the Disclosure Schedule, and except Company Stations to which the FCC Licenses apply or as set forth in such Section 3.21 of the Company Disclosure Schedule, the FCC Licenses : (i) the Company and those of its Subsidiaries that are valid, in good standing and in full force and effect and constitute all of the licenses, permits and authorizations required by the Act and the Rules and Regulations forto hold FCC Licenses, or used inthat control FCC Licenses, are qualified to hold such FCC Licenses or to control such FCC Licenses, as the operation of the Station as now operated, and case may be; (ii) constitute all the licenses Company and authorizations issued by those of its Subsidiaries that are required to hold FCC Licenses hold such FCC Licenses; (iii) the FCC Company is not aware of any facts or circumstances relating to the Company for or in connection any of its subsidiaries that would prevent the FCC's granting the requisite consent to the FCC Form 315 Transfer of Control Application to be filed with respect to the Merger (the "FCC Application"), except that the Company has filed a renewal application with the current operation of FCC relating to KENS-AM, which renewal application may delay the Station. Seller does not have any knowledge of 12 any condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the Station. Except as disclosed on Section 3.11 of the Disclosure Schedule, the Station is being operated at full authorized power in accordance with the terms and conditions granting of the FCC Application; (iv) each Company Station is in material compliance with all FCC Licenses applicable to it held by it; and in accordance with the Rules and Regulations. Except as set forth on Section 3.11 of the Disclosure Schedule, no proceedings are (v) there is not pending or, to the knowledge of Sellerthe Company, are threatened any application, petition, objection or other pleading with the FCC or other Governmental Entity which may result in challenges the revocationvalidity of, modification, non- renewal or suspension of any rights of the holder under, any FCC LicensesLicense held by the Company or one of its Subsidiaries, except for rule making or similar proceedings of general applicability to persons engaged in substantially the same business conducted by the Company Stations. As used herein, the denial of term "Company Station" shall mean KENS-TV and KENS-AM and the term "FCC License" shall mean any pending applicationspermit, the issuance of any cease and desist order license, waiver or the imposition of any fines, forfeitures or other administrative actions authorization that a person is required by the FCC with respect to the Station or its operation, other than proceedings affecting the radio broadcasting industry in general. The Company has complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the Station, and all such reports, applications and documents are complete and correct in all material respects. Seller has no knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCC, or (ii) against the Company which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition hold in connection with approval the operation of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Station or its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 of the Disclosure Schedule. The "Public Inspection File" of the Station is complete and in substantial and material compliance with section 73.3526 of the Rules and Regulationsbusiness.

FCC Licenses. Except as set forth on Schedule 3.9: (a) The Company Partnership is the valid and legal holder of each of the licenses, permits and authorizations of the FCC Licenses listed in ------------ Section 3.11 on Schedule 3.9 and designated as relating to a Current Station. (b) Xxxxxxxx is the valid and legal holder of each of the Disclosure Schedulelicenses, permits and except authorizations of the FCC listed on Schedule 3.9 and designated as set forth relating to KEYI (such licenses, together with the licenses relating to a Current Station and described in such Disclosure Schedulesubsection (a), the “FCC Licenses”). (c) Any action of the FCC with respect to each FCC License is a Final Action with the exception of the FCC Order. The expiration date of the term of each FCC License is shown on Schedule 3.9. The FCC Licenses (i) are valid, in good standing valid and in full force and effect effect, and constitute all of the licenses, permits and authorizations used in or required by for the Act and the Rules and Regulations for, or used in, the current operation of the Station Stations under the Communications Act of 1934, as now operatedamended, and the rules, regulations and policies of the FCC thereunder (collectively, the “Act”), and (ii) constitute all the licenses and authorizations authorizations, including amendments and modifications, issued by the FCC to the Company Partnership and Xxxxxxxx for or in connection with the current operation of the Station. Seller does not have any knowledge of 12 any condition imposed by Stations. (d) Other than as set forth in the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the typeLicenses, nature, class or location of the Station. Except as disclosed on Section 3.11 of the Disclosure Schedule, the Station is being operated at full authorized power in accordance with the terms and conditions none of the FCC Licenses applicable is subject to it any restriction or condition which limits in any material respect the full operation of a Station as now conducted, and in accordance with the Rules and Regulations. Except as set forth on Section 3.11 of the Disclosure ScheduleClosing Date, no none of the FCC Licenses shall be subject to any restriction or condition which would limit in any material respect the full operation of each Station as currently operated. (e) No applications, complaints or proceedings are pending or, to the knowledge Knowledge of SellerXxxxxxxx, are threatened which may result in the revocation, modification, non- non-renewal or suspension of any of the FCC Licenses, the denial of any pending applicationsapplications to the FCC, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC FCC, in each case, with respect to any of the Station Stations or its their operation, other than actions or proceedings affecting the radio broadcasting industry in general. . (f) The Company has Partnership has, with respect to the Current Stations, and Xxxxxxxx has, with respect to KEYI, complied in all material respects with all requirements to file registrations, reports, applications and other documents with the FCC with respect to the Station, and all such registrations, reports, applications and documents are true, correct and complete and correct in all material respects. Seller . (g) Other than actions or proceedings affecting the radio broadcasting industry in general, Xxxxxxxx has no knowledge Knowledge of any matters (i) which could which, with respect to the Stations, might reasonably be expected to result in the adverse modification, suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCCFCC against the Partnership or Xxxxxxxx, or (ii) against the Company which could might reasonably be expected to result in the FCC's refusal to grant ’s denial or delay of approval of the assignment to Buyer of the FCC Licenses LBJ Interests as contemplated in this Agreement or the contribution by Xxxxxxxx of KEYI to the Partnership, or the imposition of any Material Adverse Condition in connection with approval of such assignment. approvals. (h) There are not any no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any of the Station Stations or its their operation. Complete . (i) True, complete and accurate copies of all FCC Licenses have been delivered by Xxxxxxxx to Investor. (j) Except for the FCC Licenses, there are attached as a part no material licenses, permits or authorizations from governmental or regulatory authorities required for the lawful operation and conduct of Section 3.11 any of the Disclosure Schedule. The "Public Inspection File" of the Station is complete Stations as previously and in substantial and material compliance with section 73.3526 of the Rules and Regulationscurrently operated.

FCC Licenses. (a) Except as set forth on Schedule 1.1(a): The Company FCC Licensee is the holder of the FCC Licenses listed in ------------ Section 3.11 described on Schedule 1.1(a), which include all of the Disclosure Schedulelicenses, permits, authorizations and except as set forth in such Disclosure Schedule, registrations of the FCC required for or otherwise material to the present operation of the Business and the ownership of Purchased Assets. The FCC Licenses (i) are valid, in good standing and in full force and effect and constitute all of the licenseshave not been revoked, permits suspended, canceled, rescinded or terminated and authorizations required have not expired. There is not pending, or, to Seller’s Knowledge (as defined below), threatened, any action by the Act and the Rules and Regulations for, or used in, the operation of the Station as now operated, and (ii) constitute all the licenses and authorizations issued by before the FCC to the Company for revoke, suspend, cancel, rescind or in connection with the current operation of the Station. Seller does not have materially adversely modify any knowledge of 12 any condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the Station. Except as disclosed on Section 3.11 of the Disclosure Schedule, the Station is being operated at full authorized power in accordance with the terms and conditions of the FCC Licenses applicable (other than proceedings to it and amend FCC rules of general applicability). There is not issued or outstanding, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against the Business or Seller with respect to the Business that could result in accordance with the Rules and Regulationsany such action. Except as set forth in Schedule 1.1(a), the FCC Licenses have been issued for the full terms customarily issued by the FCC for each class of Station, and the FCC Licenses are not subject to any condition except for those conditions appearing on Section 3.11 of the Disclosure Schedule, no proceedings are pending or, to the knowledge of Seller, are threatened which may result in the revocation, modification, non- renewal or suspension of any face of the FCC Licenses, the denial Licenses and conditions generally applicable to each class of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to the Station or its operation, other than proceedings affecting the radio broadcasting industry in generalStation. The Company has complied Stations are operating in compliance in all material respects with all requirements to file reports, applications and other documents with the terms of the FCC with respect to Licenses and the StationCommunications Laws. To Seller’s Knowledge, and all such reports, applications and documents there are complete and correct in all material respects. Seller has no knowledge of any matters (i) which could facts or circumstances that might reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCC, or (iia) against the Company which could reasonably be expected to result in the FCC's ’s refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied Consent or otherwise outstanding citations issued by disqualify Seller, (b) materially delay obtaining the FCC Consent or (c) cause the FCC to impose a material condition or conditions on its granting the FCC Consent. “Knowledge” with respect to Seller, shall mean the actual knowledge of (i) the president, chief financial officer, vice president operations and associate general counsel of Newport, (ii) the general manager and chief engineer (or person holding a similar position, but not including any contract employee or consultant) of each Station or its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 of (iii) the Disclosure Schedule. The "Public Inspection File" of the Station is complete and in substantial and material compliance with section 73.3526 of the Rules and Regulationsindividuals set forth on Schedule 2.4(a).

FCC Licenses. The Company Seller is the holder of the FCC Licenses listed in ------------ Section 3.11 of the Disclosure Scheduleon ------------- Schedule 3.8, and except as set forth in on such Disclosure Schedule, the FCC Licenses (i) are ------------ valid, in good standing and in full force and effect and constitute all of the licenses, permits and authorizations required by the Act and Act, the Rules and Regulations or the FCC for, or used in, the operation of the Station as now operated, and (ii) constitute all the licenses and authorizations issued by the FCC to the Company Seller for or in connection with the current operation of the Station. Seller does not have any has no knowledge of 12 any condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the Station. Except as disclosed on Section 3.11 of the Disclosure ScheduleSchedule -------- 3.8, the Station is being operated at full authorized power power, in accordance with --- the terms and conditions of the FCC Licenses applicable to it and in accordance with the Rules and Regulations. Except as set forth on Section 3.11 of the Disclosure ScheduleSchedule 3.8, no ------------ proceedings are pending or, to the knowledge of the Seller, are threatened which may result in the revocation, modification, non- non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to the Station or its operation, other than proceedings affecting the radio broadcasting industry in general. The Company Seller has complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the Station, and all such reports, applications and documents are complete and correct in all material respects. Seller has no knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCC, or (ii) against the Company Seller which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Station or its operation. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 of the Disclosure ScheduleSchedule 3.8. The "Public Inspection ------------ File" of the Station is complete and in substantial and material compliance with section Section 73.3526 of the Rules and Regulations.

FCC Licenses. The Company is Seller are the holder holders of the FCC Licenses listed in ------------ Section 3.11 of the Disclosure Schedule------------- on Schedule 3.8, and except as set forth in on such Disclosure Schedule, the FCC Licenses (i) ------------ are valid, in good standing and in full force and effect and constitute all of the licenses, permits and authorizations required by the Act and Act, the Rules and Regulations or the FCC for, or used in, the operation of the Station Stations as now operated, and (ii) constitute all the licenses and authorizations issued by the FCC to the Company Sellers for or in connection with the current operation of the StationStations. Seller does not Sellers have any no knowledge of 12 any condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules rules and Regulations regulations of the FCC applicable generally to stations of the type, nature, class or location of the StationStations. Except as disclosed on Section 3.11 of the Disclosure ScheduleSchedule 3.8, the Station is Stations are being operated at full authorized ------------ power in accordance with the terms and conditions of the FCC Licenses applicable to it them and in accordance with the Rules and Regulations. Except as set forth on Section 3.11 of the Disclosure ScheduleSchedule 3.8, no proceedings are pending or, to the knowledge of Sellerthe Sellers, ------------ are threatened which may result in the revocation, modification, non- non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to the Station Stations or its their operation, other than proceedings affecting the radio broadcasting industry in general. The Company has Sellers have complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the StationStations, and all such reports, applications and documents are complete and correct in all material respects. Seller has Sellers have no knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCC, or (ii) against the Company Sellers which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Station Stations or its their operation. Complete and accurate copies of all FCC Licenses are attached as a part of Section 3.11 of the Disclosure ScheduleSchedule 3.8. The ------------ "Public Inspection File" of each of the Station Stations is complete and in substantial and material compliance with section Section 73.3526 of the Rules and Regulations.