Common use of FCC Licenses Clause in Contracts

FCC Licenses. After giving effect to the Transaction, the License Subsidiary holds such validly issued FCC licenses and authorizations as are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effect. The FCC Licenses as of the Second Restatement Effective Date are listed on Schedule IV (with the Viacom FCC Licenses being designated as such on Schedule IV), each of which FCC Licenses has the expiration date indicated on Schedule IV. Neither Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC 63 License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of each Station. Except as set forth on Annex 5.07, each Station is being operated in all material respects in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "Communications Act"). Except as set forth on Annex 5.07, no proceedings are pending or, to the knowledge of Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC 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 Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Except as set forth on Annex 5.07, reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Holdings nor the Borrower has 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 material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Station's authorization to operate as currently authorized, or any AM Station's authorization to operate as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Banks true and complete copies of the FCC Licenses (including any and all amendments and other modifications thereto).

FCC Licenses. After giving effect to the Transaction, the License Subsidiary holds such validly issued FCC licenses and authorizations as are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effect. The FCC Licenses as of the Second Restatement Effective Date are listed on Schedule IV (with the Viacom FCC Licenses being designated as such on Schedule IV), each of which FCC Licenses has the expiration date indicated on Schedule IV. Neither Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC 63 License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of each Station. Except as set forth on Annex 5.07Schedule 1.2(a): (a) Wichita Licensee and Topeka Licensee are the holders of the FCC Licenses described on Schedule 1.2(a), each Station which are all of the material licenses, permits and authorizations of any federal, state or local governmental authority required for or otherwise material to the present operation of the Stations. The FCC Licenses are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired. There is being operated not pending any action by or before the FCC 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 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 Wichita Licensee or Topeka Licensee with respect to the Stations that could result in any such action. The Stations are operating in compliance in all material respects in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the rules and regulations of the FCC and 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 such authorization in all material respects. Except as set forth on Annex 5.07Schedule 1.2(a), no proceedings are pending oreach 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, and each Station has met the build-out requirements for its replication-maximization deadline pursuant to the knowledge of Holdings or the BorrowerFCC’s Report and Order, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any “Second Periodic Review of the Commission’s Rules and Policies Affecting the Conversion to Digital Television,” FCC Licenses04-192 (released September 7, 2004) if such deadline has passed. (c) As of the denial date of any pending applicationsthis Agreement, (i) the issuance of any cease Stations are carried on cable and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect DBS systems pursuant to the Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Except as retransmission consent agreements set forth on Annex 5.07Schedule 1.2(d) and (ii) each retransmission consent agreement is in effect and is binding upon the Companies and, reportsto Seller’s knowledge, applications the other parties thereto (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally). (d) All material reports and other documents filings required to be filed by any Credit Party with the FCC by Wichita Licensee and Topeka Licensee with respect to the Stations have in all material respects been timely filed filed. All such reports and all such reports, applications and documents filings are true, correct accurate and complete in all material respects, . Wichita Licensee and neither Holdings nor Topeka Licensee maintain appropriate public inspection files at the Borrower has 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 Stations as required by FCC Licenses or the imposition of any material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Station's authorization to operate as currently authorized, or any AM Station's authorization to operate as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Banks true and complete copies of the FCC Licenses (including any and all amendments and other modifications thereto)rules.

FCC Licenses. After giving effect to the Transaction, the License Subsidiary holds such validly issued FCC licenses (a) Schedule 3.4 identifies and authorizations as are necessary to operate the Stations as they are currently operated (collectively, the "includes an accurate and complete list of all FCC Licenses"), each of which . Each FCC License is in full force and effecteffect and the Seller is the authorized legal holder thereof. The FCC Licenses as of the Second Restatement Effective Date are listed on Schedule IV (with 3.4 constitute all of the Viacom FCC Licenses being designated as such on Schedule IV)licenses and authorizations required under the Communications Act or the current rules, each of which FCC Licenses has the expiration date indicated on Schedule IV. Neither Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC 63 License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules regulations and regulations policies of the FCC applicable generally to stations for the Stations. The conduct of the type, nature, class or location business and operation of each Station. Except as set forth on Annex 5.07, each Station the Stations is being operated in all material respects in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "Communications Act"). Except as set forth on Annex 5.07, no proceedings are pending or, to the knowledge of Holdings or the Borrowercurrent rules, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any regulations and policies of the FCC Licensesfor the Stations. (b) Schedule 3.4 sets forth a true, the denial correct and complete list of any and all material 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 Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Except as set forth on Annex 5.07, reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations, true, correct and complete copies of which have been delivered by Seller to Buyer. (c) There is not pending or, to Seller's Best Knowledge, threatened investigation or proceeding by or before the FCC, nor any pending or, to Seller's Best Knowledge, threatened order to show cause, notice of violation, notice of apparent liability, notice of forfeiture or complaint by, before or with the FCC with respect to Seller or any or all the Stations. There are no facts, conditions or events relating to Seller or the Stations that would disqualify Seller under the Communications Act or the existing rules, regulations and policies of the FCC as assignor of the FCC Licenses as provided in this Agreement or from obtaining the FCC Consent to the transactions contemplated herein within the times contemplated herein. (d) All returns, reports and statements that Seller is required to file with FCC or Federal Aviation Administration have been filed in all material respects been a timely filed manner and all such reportsreturns, applications reports and documents statements are true, correct and complete complete. (e) The Stations is in compliance with all material respects, and neither Holdings nor the Borrower has 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 material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Station's authorization to operate as currently authorized, or any AM Station's authorization to operate as currently authorized, as applicable, under the rules and regulations of the FCCFederal Aviation Administration. There are no unsatisfied or otherwise outstanding notices Each Class A Station license held by Seller is in compliance with the requirements of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Banks true and complete copies Section 73.6001(b) of the FCC Licenses (including any and all amendments and other modifications thereto)FCC’s rules.

FCC Licenses. After giving effect SCHEDULE 1.1(A) lists all FCC Licenses and all other material Licenses relating to the Transaction, the License Subsidiary holds such validly issued FCC licenses and authorizations as are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effect. The FCC Licenses as operation of the Second Restatement Effective Date are listed on Schedule IV (with Station or required for the Viacom FCC Licenses being designated as such on Schedule IV), each of which FCC Licenses has the expiration date indicated on Schedule IV. Neither Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC 63 License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations lawful conduct of the FCC applicable generally to stations business of the type, nature, class or location of each StationStation as now conducted. Except as set forth on Annex 5.07SCHEDULE 1.1(a): (a) Seller is the valid and legal holder of the Licenses described on SCHEDULE 1.1(a). The Licenses are valid and in full force and effect and have not been revoked, each suspended, canceled, rescinded or terminated and have not expired and constitute all of the material licenses, permits and authorizations used in or required for the current operation of the Station under applicable laws including but not limited to the Communications Act (as defined below). None of the Licenses is subject to any condition or restriction which would limit the full operation of the Station as currently operated by Seller. To Seller's knowledge, there is not pending or threatened, any action, proceeding, complaint, notice of forfeiture, claim or investigation by or before the FCC or any other governmental authority to revoke, suspend, cancel, rescind or materially adversely modify any of the Licenses or that would materially impair the ability of Seller to assign the Licenses to Buyer or which would materially impede Seller's ability to prosecute the FCC Application or seek the grant of the FCC Consent (other than proceedings to amend FCC rules of general applicability). There is not issued or outstanding, by or before the FCC, or, to Seller's knowledge threatened, any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against the Station or against Seller with respect to the Station that could result in any such action. The Station is being operated operating in compliance in all material respects in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the rules and regulations of the FCC and Licenses, the Communications Act of 1934, as amended amended, and the rules, regulations and policies of the FCC (collectively, the "Communications Act"). Except as set forth on Annex 5.07, no proceedings are pending or, to the knowledge of Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC 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 . (b) The Station has been assigned channel 17 by the FCC with respect to for the Stations or their operation, other than proceedings affecting the radio broadcasting industry in generalprovision of digital television ("DTV") service. Except as set forth The FCC Licenses include a license for a maximized DTV facility on Annex 5.07, reports, applications channel 17 and other documents required to be filed by any Credit Party with the FCC has tentatively designated channel 17 for the Station's post-transition DTV operation. The Station is broadcasting the DTV signal in accordance with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete authorization in all material respects, and neither Holdings nor the Borrower has 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 material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Station's authorization to operate as currently authorized, or any AM Station's authorization to operate as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Banks true and complete copies of the FCC Licenses (including any and all amendments and other modifications thereto).

FCC Licenses. After giving effect to Emmis Radio License, LLC is the Transaction, holder of the License Subsidiary holds such validly issued FCC licenses and authorizations as Licenses described on Schedule 1.1(a). The FCC Licenses are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effecteffect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired. The FCC Licenses as of the Second Restatement Effective Date are listed on Schedule IV (with the Viacom FCC Licenses being designated as such on Schedule IV), each of which FCC Licenses has the expiration date indicated on Schedule IV. Neither Holdings nor the Borrower has knowledge of There is not pending any material adverse condition imposed action by or before the FCC as part of to revoke, suspend, cancel, rescind or materially adversely modify any FCC 63 License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally Licenses (other than proceedings to stations amend FCC rules of general applicability). There is not issued or outstanding, by or before the typeFCC, natureany order to show cause, class notice of violation, notice of apparent liability, or location order of each Stationforfeiture against the Station or against Seller with respect to the Station that could result in any such action. Except as set forth on Annex 5.07, each The Station is being operated operating in compliance in all material respects in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the rules and regulations of the FCC and Licenses, the Communications Act of 1934, as amended (the "“Communications Act"”), and the rules, regulations and policies of the FCC (collectively, with the Communications Act, the “Communications Laws”). Except as The FCC Licenses have been issued for the term set forth on Annex 5.07, no proceedings Schedule 1.1(a). The FCC Licenses are pending or, not subject to the knowledge any condition restricting use except for those of Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease general applicability and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Except as those set forth on Annex 5.07, reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Holdings nor the Borrower has 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 orders granting them. No FCC Licenses for any of any material fines the Station are held pursuant to an FCC rule or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Station's authorization to operate as currently authorized, or any AM Station's authorization to operate as currently authorized, as applicable, policy grandfathering Seller’s ownership under the rules and regulations of the FCC’s multiple ownership rules. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Banks true and complete copies Each of the FCC Licenses have been fully renewed in accordance with Communications Act for the term set forth on Schedule 1.1(a). Where required, Federal Aviation Administration (including any “FAA”) “no hazard” determinations for each antenna structure that is owned by Seller and included in the Station Assets have been obtained and, where required, each such antenna structure has been registered with the FCC and the Station is in compliance in all amendments and other modifications thereto)material respects with the requirements of the FAA with respect to the construction, operation and/or alteration of such antenna structures.

FCC Licenses. After giving effect to the Transaction, the License Subsidiary holds such validly issued FCC licenses and authorizations as are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effect. The FCC Licenses as of the Second Restatement Effective Date are listed on Schedule IV (with the Viacom FCC Licenses being designated as such on Schedule IV), each of which FCC Licenses has the expiration date indicated on Schedule IV. Neither Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC 63 License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of each Station. Except as set forth on Annex 5.07, each Station Schedule 2.4: (a) Seller is being operated in all material respects in accordance with the terms and conditions holder of the FCC Licenses applicable to it and in accordance with the rules and regulations described on Schedule 1.1(a), which are all of the FCC licenses, permits and authorizations required under the Communications Act of 1934, as amended (the "“Communications Act"”), for the present operation of the Stations. The FCC Licenses are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired. There is not pending, or, to Seller’s knowledge, threatened, any action by or before the FCC 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 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, and the published rules, regulations and policies of the FCC. All material reports and filings required to be filed with the FCC by Seller with respect to the Stations have been timely filed. All such reports and filings are accurate and complete in all material respects. (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. Except as set forth on Annex 5.07, no proceedings are pending or, to the knowledge of Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC LicensesSchedule 2.4, the denial of any pending applications, Stations are broadcasting the issuance of any cease and desist order or the imposition of any DTV signal in accordance with such authorization in all material fines, forfeitures or other administrative actions by the FCC with respect to the Stations or their operation, other than proceedings affecting the radio broadcasting industry in generalrespects. Except as set forth on Annex 5.07Schedule 2.4, reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have are in compliance in all material respects been timely filed and all such reportswith the FCC’s DTV build-out requirements. Except as set forth on Schedule 2.4, applications and documents are trueSeller has not leased, correct and complete in all material respectslicensed, and neither Holdings nor the Borrower has knowledge of assigned, conveyed or otherwise encumbered 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 material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Station's authorization to operate as currently authorized, ’s DTV spectrum or any AM Station's authorization to operate as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Banks true and complete copies of the FCC Licenses (including any and all amendments and other modifications thereto)portion thereof.

FCC Licenses. After giving effect to The Company is now and on the TransactionClosing Date will be the holder of the FCC Licenses as listed in Schedule 4.15, with regular unconditional renewals thereof having been granted for the License Subsidiary holds such validly issued full license term. The FCC Licenses constitute all of the licenses and authorizations required for and/or used in the operation of the Station as now operated, and the FCC Licenses are necessary to operate now and on the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is Closing Date will be in full force and effect. The FCC Licenses as effect and unimpaired by any act or omission of the Second Restatement Effective Date are listed on Schedule IV (with Company, or its officers, directors, employees, or agents. There is not now pending, or to the Viacom FCC Licenses being designated as such on Schedule IV)Company's Knowledge, each of which FCC Licenses has the expiration date indicated on Schedule IV. Neither Holdings nor the Borrower has knowledge of threatened, any material adverse condition imposed action by or before the FCC as part of any FCC 63 License which is neither set forth on the face thereof as issued by the FCC nor contained to revoke, cancel, rescind, modify, or refuse to renew in the rules and regulations ordinary course any of the FCC applicable generally Licenses, or any investigation, Order to stations Show Cause, Notice of Violation, Notice of Apparent Liability, or a forfeiture or material complaint against the Station or the Company. The Company does not Know of any reason 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 such order, notice, or complaint or Knowledge of the typethreat thereof, naturethe Company shall notify Gray of same in writing within five (5) days, class and shall take all reas▇▇▇▇le measures to contest in good faith or location seek removal or rescission of each Stationsuch action, order, notice, or complaint, and shall pay any sanctions imposed. Except as set forth on Annex 5.07All material reports, each forms, and statements required to be filed by the Company with the FCC with respect to the Station is being operated have been filed and are complete and accurate in all material respects respects. The Station is now and on the Closing Date will be operating in accordance with the terms and conditions of the FCC Licenses applicable to it Licenses, and in accordance compliance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "Communications Act"). Except as set forth on Annex 5.07, no proceedings are pending or, to the knowledge of Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC 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 Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Except as set forth on Annex 5.07, reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respectsamended, and neither Holdings nor the Borrower has 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 material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Station's authorization to operate as currently authorized, or any AM Station's authorization to operate as currently authorized, as applicable, under the rules Rules and regulations Regulations of the FCC. There are no unsatisfied or otherwise outstanding notices The operation of apparent liability or violations issued the Station, including, but not limited to, the Company's use and operation of its existing tower sites, conforms to the standards adopted by the FCC with respect to any Station or its operations. The Borrower has delivered to in Guidelines Evaluating the Banks true Environmental Effects of Radio Frequency Radiation, Report and complete copies of the Order, IT Docket 93-62 (August 1, 1996) (FCC Licenses 96-326), as modified on reconsideration, Second Memorandum Opinion and Order, FCC 97-303 (including any and all amendments and other modifications theretoreleased August 23, 1997).

FCC Licenses. After giving effect Except as set forth on Schedule 1.1(a): (a) Seller is the holder of the FCC Licenses described on Schedule 1.1(a), which include all of the material licenses, permits, authorizations and registrations of any federal, state or local governmental authority required for or otherwise material to the Transactionpresent operation of the Stations. Those Stations identified as “satellite” Stations on Schedule 1.1(a) either (i) have been granted a waiver of the FCC’s multiple ownership rules pursuant to Note 5 of Section 73.3555 of the FCC Rules or (ii) may operate as “satellite” Stations without waiver of the rules, regulations and policies of the License Subsidiary holds such validly issued FCC licenses and authorizations as (the “FCC Rules”). The FCC Licenses are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effecteffect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired. The FCC Licenses as of the Second Restatement Effective Date are listed on Schedule IV (with the Viacom FCC Licenses being designated as such on Schedule IV), each of which FCC Licenses has the expiration date indicated on Schedule IV. Neither Holdings nor the Borrower has knowledge of There is not pending any material adverse condition imposed Action by or before the FCC as part of to revoke, suspend, cancel, rescind or materially adversely modify any FCC 63 License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally Licenses (other than proceedings to stations amend FCC rules of general applicability). There is not issued or outstanding, by or before the typeFCC, natureany order to show cause, class notice of violation, notice of apparent liability, or location order of each Stationforfeiture against the Stations or against Seller with respect to the Stations that could reasonably be expected to result in any 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 Annex 5.07, the face of the FCC Licenses and conditions generally applicable to each Station is being operated class of Station. The Stations are operating in compliance in all material respects in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the rules and regulations of the FCC and Licenses, the Communications Act of 1934, as amended (the "“Communications Act"”), and the FCC Rules (collectively, the “Communications Laws”). Except as set forth on Annex 5.07in Schedule 1.1(a), there are no proceedings are pending or, matters relating to the knowledge of Holdings or the Borrower, are threatened which may Seller that might reasonably be expected to result in the revocation, modification, non-renewal FCC’s denial or suspension material delay of any approval 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 Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Except as set forth on Annex 5.07, reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Holdings nor the Borrower has 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 material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Station's authorization to operate as currently authorized, or any AM Station's authorization to operate as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Banks true and complete copies of the FCC Licenses (including any and all amendments and other modifications thereto)Application.

FCC Licenses. After giving effect In addition to the Transaction, the License Subsidiary holds such validly issued FCC licenses representations and authorizations as are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is warranties set forth in full force and effect. The FCC Licenses as Section 4.04 of the Second Restatement Effective Date are listed on Schedule IV (with MSAA, throughout the Viacom FCC Licenses being designated as such on Schedule IV), each term of which FCC Licenses has this Agreement and the expiration date indicated on Schedule IV. Neither Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC 63 License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations Term of the FCC applicable generally to stations of the type, nature, class or location of each Station. Except as set forth on Annex 5.07, each Station is being operated in NY IUA: (a) HITN holds all material respects in accordance with the terms and conditions of the FCC Licenses applicable relating to it and in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended New York Spectrum Rights (the "Communications ActNY FCC Licenses"). Except as set forth on Annex 5.07Schedule 5.03 of the disclosure schedule attached hereto by HITN (the "HITN NY Schedule"), the New York Spectrum may be leased by HITN to Clearwire and no proceedings are pending orPerson other than HITN has any right, title or interest in or to the knowledge of Holdings New York Spectrum or the BorrowerNY FCC Licenses relating thereto, are threatened which nor does any Person other than HITN have any right to acquire, lease or otherwise use the New York Spectrum, whether such right may reasonably be expected to result in currently existing or available, or would become effective upon the revocationoccurrence of one or more specific events, modificationnotices, non-renewal the passage of time or suspension of any of the above. (b) To the best knowledge of HITN, (i) the grant, renewal or assignment of the NY FCC Licenses, Licenses to 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 existing licensee thereof was approved by the FCC by final order and the NY FCC Licenses are validly issued and in full force and effect; (ii) except with respect construction permit extension requests, there is no Proceeding pending before the FCC or threatened with respect to any NY FCC License; (iii) HITN and its Affiliates have made on a timely basis all payments to any applicable Government Agency with respect to the Stations or their operationNY FCC Licenses, other than proceedings affecting including all payments due to the FCC and all required copyright royalty fee payments and all required Statements of Account to the U.S. Copyright Office relating to retransmission of television and radio broadcasting industry broadcast signals; and (iv) HITN is otherwise in general. compliance with the requirements of the compulsory copyright license described in Section 111 of the Copyright Act and with all applicable rules and regulations of the Copyright Office. (c) To the best knowledge of HITN, HITN has complied with and is in compliance with all FCC Rules and requirements of the NY FCC Licenses, including, without limitation, all requirements relating to the broadcast of educational programming generally applicable to ITFS Licenses to the extent practical and HITN has not received any notification from the FCC that it is in violation of such requirements. (d) Except as set forth on Annex 5.07Section 5.03 of the HITN NY Schedule, reportsto the best Knowledge of HITN, applications HITN has not entered into any agreements allowing and other documents required to be filed by it has not allowed any Credit Party with the FCC material interferences with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Holdings nor the Borrower has knowledge of Channels from any matters other FCC licensees. (ie) 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 material fines or forfeitures The protected service area ("PSA") covered by the FCC upon any Credit Party or New York Spectrum Rights gives HITN access (iiexcept as set forth in Section 5.03(d) which could reasonably be expected above), to result in the modification or revocation of any FM Station's authorization to operate as currently authorized, or any AM Station's authorization to operate as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Banks true and complete copies of the FCC Licenses (including any and all amendments and other modifications thereto)9,994,000 CPOPs.

FCC Licenses. After giving effect (A) One or more of the Company and the Subsidiaries holds the FCC Licenses listed and described on Company Schedule 4.13 (the “FCC Licenses”). (B) Except as set forth on Company Schedule 4.13(B): (1) the FCC Licenses are not material to the Transactionconduct 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 License Subsidiary holds 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 (each such validly issued facility individually, a “Station” and collectively the “Stations”); (2) the FCC licenses and authorizations as Licenses are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effect. The effect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired; (3) there is no pending or threatened formal action by or before the FCC to revoke, suspend, cancel, rescind or modify any of the FCC Licenses as (other than proceedings relating to FCC Rules of general applicability) and 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 Company, any Subsidiary or any of the Second Restatement Effective Date Stations by or before the FCC; (4) to the Knowledge of PFC and the Company, the Company, the Subsidiaries and each of the Stations are listed on Schedule IV (in compliance in all material respects with the Viacom FCC Licenses being designated as such on Schedule IV)and the Communications Act; (5) PFC, each of which FCC Licenses has the expiration date indicated on Schedule IV. Neither Holdings nor Company, the Borrower has knowledge of any Subsidiaries and the Stations are in compliance in all material adverse condition imposed by the FCC as part of any FCC 63 License which is neither set forth on the face thereof as issued by the FCC nor contained in the respects with all rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of each Station. Except as set forth on Annex 5.07, each Station is being operated in all material respects in accordance with the terms and conditions of the FCC Licenses Federal Aviation Administration applicable to it the Stations; (6) all reports and in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "Communications Act"). Except as set forth on Annex 5.07, no proceedings are pending or, to the knowledge of Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC 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 Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Except as set forth on Annex 5.07, reports, applications and other documents filings required to be filed by any Credit Party with with, and all regulatory fees required to be paid to, the FCC by PFC, the Company or any Subsidiary with respect to the Stations each Station have in all material respects been timely filed and paid; and (7) all such reports, applications reports and documents filings are true, correct accurate and complete in all material respects, and neither Holdings nor the Borrower has 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 material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Station's authorization to operate as currently authorized, or any AM Station's authorization to operate as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Banks true and complete copies of the FCC Licenses (including any and all amendments and other modifications thereto)complete.

FCC Licenses. After giving effect (a) The Companies are the holders of the licenses, permits and authorizations set forth in Section 3.06 of the Disclosure Schedule, which are all of the licenses, permits and authorizations issued by the FCC that are required for or otherwise material to the Transaction, the License Subsidiary holds such validly issued FCC licenses and authorizations as are necessary to operate present operation of the Stations as they are currently operated (collectively, the "“FCC Licenses"”), each . Seller has made available to Purchaser true and complete copies of which is the FCC Licenses and pending FCC applications with respect to the Stations. The FCC Licenses are in full force and effect. The FCC Licenses effect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired; and, except as set forth in Section 3.06 of the Second Restatement Effective Date Disclosure Schedule, are listed on Schedule IV (with the Viacom FCC Licenses being designated not subject to any conditions except conditions applicable to broadcast licenses generally or as such on Schedule IV), each of which FCC Licenses has the expiration date indicated on Schedule IV. Neither Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC 63 License which is neither set forth otherwise disclosed on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally Licenses. There is not pending any action by or before the FCC to stations revoke, suspend, cancel, rescind or materially and adversely modify any of the type, nature, class or location FCC Licenses (other than proceedings to amend FCC rules of each Stationgeneral applicability). Except as set forth on Annex 5.07in Section 3.06 of the Disclosure Schedule, each Station to Seller’s Knowledge after due inquiry by its FCC counsel and consultation by Seller with such counsel, there is being operated not any FCC order, judgment, decree, notice of violation, notice of apparent liability or order of forfeiture outstanding, nor is there any action, suit, notice of apparent liability, order of forfeiture, investigation or other proceeding pending or threatened, by or before the FCC, against the Stations or FCC Licenses or against the Seller or any of the Companies with respect to the Stations or FCC Licenses. The Stations are operating in compliance in all material respects in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the rules and regulations of the FCC and Licenses, the Communications Act of 1934, as amended (the "“Communications Act"”), and the rules, regulations and policies of the FCC. Except as set forth on Annex 5.07, no proceedings are pending orin Section 3.06 of the Disclosure Schedule, to Seller’s Knowledge, there are no matters relating to Seller, any of the knowledge of Holdings Companies or the Borrower, are threatened which may any Station that might reasonably be expected to result in the revocation, modification, non-renewal FCC’s denial or suspension delay of any approval of the FCC LicensesApplications. (b) Except as set forth in Section 3.06 of the Disclosure Schedule, 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 each Company has been assigned a channel by the FCC with respect to for the Stations or their operationprovision of pre-transition digital television (“DTV”) service, other than proceedings affecting and the radio broadcasting industry in generalFCC Licenses include such authorization. Except as set forth in Section 3.06 of the Disclosure Schedule, each of the Stations is broadcasting a DTV signal on Annex 5.07its pre-transition DTV channel under a construction permit, reportslicense or special temporary authorization, applications each of which is included in the FCC Licenses. Except as set forth in Section 3.06 of the Disclosure Schedule, each Station is in compliance with the FCC’s rules, policies and deadlines concerning construction of DTV facilities, and, except as set forth in Section 3.06 of the Disclosure Schedule, each 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. Except as set forth in Section 3.06 of the Disclosure Schedule, each 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 not leased, licensed, assigned, conveyed or otherwise encumbered any Station’s digital spectrum or any portion thereof or granted rights to any party to broadcast on any Station’s digital spectrum or any portion thereof for the provision of any “ancillary or supplementary services” (as the term is defined by the Communications Act.) (c) As of the date of this Agreement the Stations are carried on MVPDs pursuant to the retransmission consent agreements set forth in Section 3.06 of the Disclosure Schedule; and Seller has made available to Purchaser true and complete copies of the retransmission consent agreements. Section 3.06 of the Disclosure Schedule contains a true and complete list of; (i) all MVPDs that to Seller’s Knowledge carry the signal of the Stations; (ii) all retransmission consent and/or copyright indemnification contracts entered into with any MVPD with respect to the Stations; (iii) all MVPDs to which each Station timely provided a must-carry notice or retransmission consent notice in accordance with the provisions of the Communications Act for the three year period commencing January 1, 2006, including in each case whether must-carry or retransmission consent status was elected; (iv) any MVPDs in any Station’s designated market area (“DMA”), as defined by ▇▇▇▇▇▇▇, that, to Seller’s Knowledge, have more than 3,000 subscribers and do not carry such Station’s signal; (v) any modification to the geographic area in which a Station is eligible for must-carry or retransmission consent rights under FCC rules that, to Seller’s Knowledge, is pending with or has been approved by the FCC, including any appeals of such modification; and (vi) all notices received by the Companies or with respect to a Station from or in connection with a direct broadcast satellite (“DBS”) system relating to the intention of such DBS system to import into such Station’s DMA the signals of other documents stations that are “significantly viewed.” No MVPD has declined or refused to carry any Station inside of such Station’s DMA after written notice from any Company that carriage of such Station is required under either the Communications Act or a retransmission consent agreement or disputed the Station’s right to carriage pursuant to any must-carry election. (d) All material reports and filings required to be filed by any Credit Party with the FCC by each of the Companies with respect to the Stations have in all material respects been timely filed filed. All such reports and all such reports, applications and documents filings are true, correct accurate and complete in all material respects. Each of the Companies maintain appropriate public inspection files at the Stations as required by the FCC’s rules, and neither Holdings nor in compliance in material respects with those rules. All FCC annual regulatory fees assessed with respect to the Borrower has knowledge FCC Licenses have been paid. (e) To Seller’s Knowledge, the antenna support structures used in connection with the operation of any matters (i) which could reasonably be expected to result in the suspension or revocation of or Stations have been registered with the refusal to renew any FCC, if registration is required, and comply with all other requirements of the FCC Licenses or and the imposition of any material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Station's authorization to operate as currently authorized, or any AM Station's authorization to operate as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Banks true and complete copies of the FCC Licenses (including any and all amendments and other modifications thereto)Federal Aviation Administration.

FCC Licenses. After giving effect (a) Entercom has made available to Exchange Party true, correct and complete copies of the TransactionEntercom FCC Licenses, the License Subsidiary holds such including any and all amendments and modifications thereto. The Entercom FCC Licenses were validly issued FCC licenses by the FCC, as of the Closing will be validly held by Entercom and authorizations as are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effect. The Entercom FCC Licenses as are not subject to any condition except for those conditions that appear on the face of the Second Restatement Effective Date are Entercom FCC Licenses, those conditions applicable to radio broadcast licenses generally or those conditions disclosed in Schedule 1.1(a). The Entercom FCC Licenses listed on Schedule IV (with the Viacom FCC Licenses being designated as such on Schedule IV), each of which FCC Licenses has the expiration date indicated on Schedule IV. Neither Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC 63 License which is neither set forth on the face thereof as 1.1(a) constitute all authorizations issued by the FCC nor contained in necessary for the rules and regulations operation of the FCC applicable generally Entercom Stations as currently conducted, except for immaterial licenses ancillary to stations the operation of the typeEntercom Stations. (b) Except as otherwise set forth on Schedule 1.1(a), nature, class the Entercom FCC Licenses have been issued or location renewed for the full terms customarily issued to radio broadcast stations licensed to the states in which the Entercom Stations’ communities of each Stationlicense are located. Except as set forth on Annex 5.07Schedule 1.1(a), each Station is being there are no applications pending before the FCC relating to the operation of the Entercom Stations. (c) Except as set forth on Schedule 1.1(a), the Entercom Stations are operated in all material respects in accordance compliance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "“Communications Act"). ”) and the Entercom FCC Licenses, all applications, reports and other disclosures required by the FCC to be filed in respect of the Entercom Stations, and all FCC regulatory fees in respect thereof, have been timely filed or paid, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Entercom Station Assets. (d) Except as set forth on Annex 5.07, no proceedings are pending orSchedule 1.1(a), to the knowledge of Holdings Entercom after due inquiry by its FCC counsel and consultation by Entercom with such counsel, there are no petitions, complaints, orders to show cause, notices of violation, notices of apparent liability, notices of forfeiture, proceedings or other actions pending or threatened before the Borrower, are threatened which may FCC relating to the Entercom Stations that would reasonably be expected to result in have a material adverse effect on the revocation, modification, non-renewal or suspension of any operation 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 Stations or their operationEntercom Stations, other than proceedings affecting the radio broadcasting broadcast industry in general. Except as set forth on Annex 5.07, reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Holdings nor the Borrower has 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 material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Station's authorization to operate as currently authorized, or any AM Station's authorization to operate as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Banks true and complete copies of the FCC Licenses (including any and all amendments and other modifications thereto)generally.

FCC Licenses. After giving effect (a) Schedule 1.1(a) sets forth all of the FCC Licenses (and the expiration dates thereof), which constitute all of the licenses, permits, authorizations and registrations of the FCC required for the lawful operation of the Business and the ownership of Purchased Assets or otherwise material to the Transactionpresent operation of the Business and the ownership of Purchased Assets, all required FCC antenna structure registrations that are associated with towers owned by any Seller, and any pending applications for renewal or modification of the License Subsidiary holds such validly issued FCC licenses and authorizations as are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses". Except as set forth on Schedule 1.1(a): (i) the FCC Licensees are holders of the FCC Licenses described on Schedule 1.1(a), each of which is (ii) the FCC Licenses are in full force and effect. The 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 FCC to revoke, suspend, cancel, rescind or materially adversely modify any of the FCC Licenses as (other than proceedings to amend FCC rules of general applicability), (iv) there is not issued or outstanding, by or before the Second Restatement Effective Date are listed on Schedule IV FCC, any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against the Business or any Seller with respect to the Business that could result in any such action, (with v) to Seller’s Knowledge, the Viacom FCC Licenses being designated as such on Schedule IV), each of which FCC Licenses has have been issued for the expiration date indicated on Schedule IV. Neither Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC 63 License which is neither set forth on the face thereof as full terms customarily issued by the FCC nor contained in for each class of Station, and (vi) the rules and regulations FCC Licenses are not subject to any condition except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable generally to stations each class of the type, nature, class or location of each Station. Except as set forth on Annex 5.07Schedule 2.4(a), each Station is being operated to Seller’s Knowledge, the Stations and the Business are operating in compliance in all material respects in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the rules and regulations of the FCC and the Communications Act of 1934Laws. To Seller’s Knowledge, as amended (the "Communications Act"). Except except as set forth on Annex 5.07, no proceedings are pending or, Schedule 2.4(a) and after appropriate inquiry to the knowledge of Holdings FCC regarding any pending indecency matters or the Borrowerother enforcement issues, there are threatened which may no facts or circumstances relating to any Seller that would reasonably be expected to (a) result in the revocationFCC’s refusal to grant the FCC Consent or any Renewal Application or otherwise disqualify any Seller, modification, non-renewal or suspension of any (b) materially delay obtaining the grant of the FCC LicensesConsent or any Renewal Application, 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 (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 Stations actual knowledge of (y) the general manager and chief engineer (or their operationperson holding a similar position, other than proceedings affecting but not including any contract employee or consultant) of the radio broadcasting industry in general. Except as applicable Station, and (z) the individuals set forth on Annex 5.07, reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Holdings nor the Borrower has 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 material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Station's authorization to operate as currently authorized, or any AM Station's authorization to operate as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Banks true and complete copies of the FCC Licenses (including any and all amendments and other modifications theretoSchedule 2.4(a).

FCC Licenses. After giving effect to Regent is the Transaction, holder of the License Subsidiary holds such validly issued FCC licenses and authorizations as Licenses described on SCHEDULE 1.1(a) which lists all of the material FCC Licenses for the Stations. The FCC Licenses are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effecteffect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired. The FCC Licenses Except as described on SCHEDULE 1.1(a), to the actual knowledge of the Second Restatement Effective Date are listed on Schedule IV (with the Viacom FCC Licenses being designated as such on Schedule IV), each of which FCC Licenses has the expiration date indicated on Schedule IV. Neither Holdings nor the Borrower has knowledge station general managers of any material adverse condition imposed of the Stations, (i) each Station is operating with maximum power and facilities specified in the respective License, (ii) none of the Stations is causing objectionable interference to the transmissions of any other broadcast station or communications facility and (iii) no other broadcast station or communications facility is causing objectionable interference to the transmissions of any Station. There is not pending any action by or before the FCC as part of to revoke, suspend, cancel, rescind or materially adversely modify any FCC 63 License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally Licenses (other than proceedings to stations amend FCC rules of general applicability), and there is not now issued or outstanding, by or before the typeFCC, natureany order to show cause, class notice of violation, notice of apparent liability, or location notice of each Stationforfeiture against Regent with respect to the Stations. Except as set forth on Annex 5.07, each Station is being operated The Stations are operating in compliance in all material respects in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "Communications Act"). Except as set forth on Annex 5.07, no proceedings are pending or, to the knowledge of Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC Licenses, the denial Communications Act, and the rules, regulations and policies of the FCC. The "Public Inspection Files" for each of the respective Stations will be substantially complete and in material compliance with Section 73.3526 of the FCC's rules and regulations on the Closing Date. The transmitters for each of the respective Stations now operate in a manner such that any pending applications, the issuance of FCC action for which environmental factors must be considered would not constitute a major action as defined in 47 C.F.R. 1. 1305 or any cease and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Stations or their operation, other than proceedings affecting the subsequent radio broadcasting industry in general. Except as set forth on Annex 5.07, reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed frequency radiation limitation provisions; and all such reports, applications and documents are true, correct and complete in all material respects, and neither Holdings nor the Borrower has knowledge required proofs of any matters (i) which could reasonably be expected to result in the suspension performance or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Station's authorization to operate as currently authorizedmeasurements have been, or any AM Station's authorization to operate as currently authorizedwill be, timely completed and filed at the respective Stations, as applicable, under the rules and regulations of or the FCC, as may be required. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by Regent has paid to the FCC with respect to any Station or its operations. The Borrower has delivered to the Banks true annual FCC regulatory fees, as required and complete copies of due for the Stations and the FCC Licenses (including any and all amendments and other modifications thereto)associated therewith.

FCC Licenses. After giving effect to The Company is now and on the TransactionClosing Date will be the holder of the FCC Licenses as listed in Schedule 4.15, with regular unconditional renewals thereof having been granted for the License Subsidiary holds such validly issued full license term. The FCC Licenses constitute all of the licenses and authorizations required for and/or used in the operation of the Station as now operated, and the FCC Licenses are necessary to operate now and on the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is Closing Date will be in full force and effect. The FCC Licenses as effect and unimpaired by any act or omission of the Second Restatement Effective Date are listed on Schedule IV (with Company, or its officers, directors, employees, or agents. There is not now pending, or to the Viacom FCC Licenses being designated as such on Schedule IV)Company's Knowledge, each of which FCC Licenses has the expiration date indicated on Schedule IV. Neither Holdings nor the Borrower has knowledge of threatened, any material adverse condition imposed action by or before the FCC as part of any FCC 63 License which is neither set forth on the face thereof as issued by the FCC nor contained to revoke, cancel, rescind, modify, or refuse to renew in the rules and regulations ordinary course any of the FCC applicable generally Licenses, or any investigation, Order to stations Show Cause, Notice of Violation, Notice of Apparent Liability, or a forfeiture or material complaint against the Station or the Company. The Company does not Know of any reason 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 such order, notice, or complaint or Knowledge of the typethreat thereof, naturethe Company shall notify ▇▇▇▇ of same in writing within five (5) days, class and shall take all reasonable measures to contest in good faith or location seek removal or rescission of each Stationsuch action, order, notice, or complaint, and shall pay any sanctions imposed. Except as set forth on Annex 5.07All material reports, each forms, and statements required to be filed by the Company with the FCC with respect to the Station is being operated have been filed and are complete and accurate in all material respects respects. The Station is now and on the Closing Date will be operating in accordance with the terms and conditions of the FCC Licenses applicable to it Licenses, and in accordance compliance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "Communications Act"). Except as set forth on Annex 5.07, no proceedings are pending or, to the knowledge of Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC 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 Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Except as set forth on Annex 5.07, reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respectsamended, and neither Holdings nor the Borrower has 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 material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Station's authorization to operate as currently authorized, or any AM Station's authorization to operate as currently authorized, as applicable, under the rules Rules and regulations Regulations of the FCC. There are no unsatisfied or otherwise outstanding notices The operation of apparent liability or violations issued the Station, including, but not limited to, the Company's use and operation of its existing tower sites, conforms to the standards adopted by the FCC with respect to any Station or its operations. The Borrower has delivered to in Guidelines Evaluating the Banks true Environmental Effects of Radio Frequency Radiation, Report and complete copies of the Order, IT Docket 93-62 (August 1, 1996) (FCC Licenses 96-326), as modified on reconsideration, Second Memorandum Opinion and Order, FCC 97-303 (including any and all amendments and other modifications theretoreleased August 23, 1997).

FCC Licenses. After giving effect (a) A true and complete list of the licenses (the “FCC Licenses”) issued by the U.S. Federal Communications Commission (the “FCC”) and held by the Company or its wholly- owned subsidiary, Progeny LMS, LLC (hereinafter jointly referred to in this Section 3.10 and in Schedule D-2 as the “Company”), is included in Schedule D-1 hereto. The Company is the sole holder of the FCC Licenses, and no other Person has any right, title or interest in or with respect to the TransactionFCC Licenses. The Company holds the FCC Licenses free and clear of all Liens and, except as indicated in Schedule D-1 hereto, the License Subsidiary holds such FCC Licenses are regular FCC authorizations and not experimental, special temporary, demonstration or developmental authorizations. (b) The FCC Licenses are validly issued FCC licenses to the Company and authorizations as are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effecteffect and have not been revoked, suspended, canceled, rescinded or terminated. The FCC Licenses as of the Second Restatement Effective Date are listed on Schedule IV (with the Viacom FCC Licenses being designated as such on Schedule IV), each of which FCC Licenses has the expiration date indicated on Schedule IV. Neither Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC 63 License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations most recent ten- year term of the FCC applicable generally to stations Licenses expired on July 17, 2020, but the Company timely filed renewal applications seeking an additional ten-year term for each of the type, nature, class FCC Licenses and tolling their expiration dates. The Company has received no communication or location of each Station. other indication from the FCC that it might refrain from granting the renewal applications. (c) Except as set forth on Annex 5.07indicated in Schedule D-2 hereto, each Station all reports and notices to the FCC required to be filed with the FCC with respect to the FCC Licenses have been timely filed, and are complete and accurate in all material respects. The Company is being operated in compliance in all material respects in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with Licenses, the rules and regulations of the FCC and the Federal Communications Act of 1934, as amended (amended, and the "Communications Act"). Except as set forth on Annex 5.07rules, no proceedings are pending or, to the knowledge of Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any regulations and policies of the FCC LicensesFCC. There is no order to show cause, the denial notice of any violation, notice of apparent liability, or notice of forfeiture 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 Stations FCC Licenses and, to the Company’s knowledge, no such order or their operation, other than proceedings affecting the radio broadcasting industry in generalnotice has been threatened. Except as set forth on Annex 5.07, reports, applications and other documents All payments to any applicable Governmental Authority for or required to be filed by any Credit Party with the FCC with respect to the Stations Company’s FCC Licenses have in all material respects been timely filed and all such reportsmade. The Company has not incurred any FCC fine, applications and documents are true, correct and complete in all material respects, and neither Holdings nor the Borrower has knowledge of charge or other liability resulting from 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 material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Station's authorization to operate as currently authorized, or any AM Station's authorization to operate as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC noncompliance with respect to any Station or its operations. The Borrower has delivered the FCC Rules relating to the Banks true and complete copies of FCC Licenses, or such reports or notices, and, to the FCC Licenses (including any and all amendments and Company’s knowledge, no such fine, charge or other modifications thereto)liability has been threatened.

FCC Licenses. After giving effect to Seller is now and on the TransactionClosing Date will be the holder of the FCC Licenses as listed in Schedule 4.19, with regular unconditional renewals thereof having been granted for the License Subsidiary holds such validly issued full license term. The FCC Licenses constitute all of the licenses and authorizations required for and/or used in the operation of the Business as now operated, and the FCC Licenses are necessary to operate now and on the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is Closing Date will be in full force and effecteffect and unimpaired by any act or omission of Seller, or its officers, directors, employees, or agents. The FCC Licenses as There is not now pending, or to Seller's or any of the Second Restatement Effective Date are listed on Schedule IV (with the Viacom FCC Licenses being designated as such on Schedule IV)Owners' Knowledge, each of which FCC Licenses has the expiration date indicated on Schedule IV. Neither Holdings nor the Borrower has knowledge of threatened, any material adverse condition imposed action by or before the FCC as part of any FCC 63 License which is neither set forth on the face thereof as issued by the FCC nor contained to revoke, cancel, rescind, modify, or refuse to renew in the rules and regulations ordinary course any of the FCC applicable generally Licenses, or any investigation, Order to stations Show Cause, Notice of Violation, Notice of Apparent Liability, or a forfeiture or material complaint against the Station or Seller. None of Seller or any of the typeOwners Knows of any reason why the FCC would not renew the FCC Licenses in the ordinary course. In the event of any such action, natureor the filing or issuance of any such order, class notice, or location complaint or Knowledge of each Stationthe threat thereof, Seller shall notify Purchaser of same in writing within five (5) days, and shall take all reasonable measures to contest in good faith or seek removal or rescission of such action, order, notice, or complaint, and shall pay any sanctions imposed. Except as set forth on Annex 5.07All material reports, each forms, and statements required to be filed by Seller with the FCC with respect to the Station is being operated have been filed and are complete and accurate in all material respects respects. The Station is now and on the Closing Date will be operating in accordance with the terms and conditions of the FCC Licenses applicable to it Licenses, and in accordance compliance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "Communications Act"). Except as set forth on Annex 5.07, no proceedings are pending or, to the knowledge of Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC 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 Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Except as set forth on Annex 5.07, reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respectsamended, and neither Holdings nor the Borrower has 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 material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Station's authorization to operate as currently authorized, or any AM Station's authorization to operate as currently authorized, as applicable, under the rules Rules and regulations Regulations of the FCC. There are no unsatisfied or otherwise outstanding notices The operation of apparent liability or violations issued the Station, including, but not limited to, Seller's use and operation of its existing tower sites, conforms to the standards adopted by the FCC with respect to any Station or its operations. The Borrower has delivered to in Guidelines Evaluating the Banks true Environmental Effects of Radio Frequency Radiation, Report and complete copies of the Order, IT Docket 93-62 (August 1, 1996) (FCC Licenses 96-326), as modified on reconsideration, Second Memorandum Opinion and Order, FCC 97-303 (including any and all amendments and other modifications theretoreleased August 23, 1997).

FCC Licenses. After giving effect (a) Except as set forth on Schedule 1.1(a): The FCC Licensees are holders of the FCC Licenses described on Schedule 1.1(a), which include all of the licenses, permits, authorizations and registrations of the FCC required for or otherwise material to the Transaction, present operation of the License Subsidiary holds such validly issued Business and the ownership of Purchased Assets. The FCC licenses and authorizations as Licenses are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effecteffect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired. The FCC Licenses There is not pending, or, to Seller’s Knowledge (as of the Second Restatement Effective Date are listed on Schedule IV (with the Viacom FCC Licenses being designated as such on Schedule IVdefined below), each of which FCC Licenses has the expiration date indicated on Schedule IV. Neither Holdings nor the Borrower has knowledge of threatened, any material adverse condition imposed action by or before the FCC as part of to revoke, suspend, cancel, rescind or materially adversely modify any FCC 63 License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally Licenses (other than proceedings to stations amend FCC rules of general applicability). There is not issued or outstanding, by or before the typeFCC, natureany order to show cause, class notice of violation, notice of apparent liability, or location order of each Stationforfeiture against the Business, Seller or any High Plains Entity with respect to the Business that could result in any 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 Annex 5.07, the face of the FCC Licenses and conditions generally applicable to each Station is being operated class of Station. The Stations are operating in compliance in all material respects in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the rules and regulations of the FCC and the Communications Act of 1934Laws. To Seller’s Knowledge, as amended (the "Communications Act"). Except as set forth on Annex 5.07, there are no proceedings are pending or, to the knowledge of Holdings facts or the Borrower, are threatened which may circumstances that might reasonably be expected to (a) result in the revocation, modification, non-renewal or suspension of any of FCC’s refusal to grant the FCC LicensesConsent or otherwise disqualify Seller or any High Plains Entity, 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 (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 and the individuals holding similar positions with respect to the Stations High Plains Entities, (ii) the general manager and chief engineer (or their operationperson holding a similar position, other than proceedings affecting but not including any contract employee or consultant) of each Station and of the radio broadcasting industry in general. Except as Inergize Business and (iii) the individuals set forth on Annex 5.07, reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Holdings nor the Borrower has 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 material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Station's authorization to operate as currently authorized, or any AM Station's authorization to operate as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Banks true and complete copies of the FCC Licenses (including any and all amendments and other modifications theretoSchedule 2.4(a).

FCC Licenses. After giving effect to Schedule 3.6 sets forth a true and complete list of the TransactionFCC Licenses and the holders thereof, which FCC Licenses constitute all of the License Subsidiary holds such validly issued FCC licenses and authorizations as Licenses of the Station. The FCC Licenses are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effecteffect and have not been revoked, suspended, canceled, rescinded or terminated. There is no pending, or, to the Knowledge of the Company, threatened action by or before the FCC to revoke, suspend, cancel, rescind or materially adversely modify any of the FCC Licenses (other than in connection with proceedings of general applicability). As of the date hereof, there is no issued or outstanding, by or before the FCC, order to show cause, notice of violation, notice of apparent liability or order of forfeiture against the Station or the holders of the FCC Licenses with respect to the Station, nor, to the Knowledge of the Company, is any written petition, complaint, investigation or other proceeding pending or threatened with respect to the Station that may result in the issuance of any such order or notice. The FCC Licenses as of have been issued for the Second Restatement Effective Date are listed on Schedule IV (with the Viacom FCC Licenses being designated as such on Schedule IV), each of which FCC Licenses has the expiration date indicated on Schedule IV. Neither Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC 63 License which is neither set forth on the face thereof as full terms customarily issued by the FCC nor contained in for each class of Station and the rules and regulations FCC Licenses are not subject to any condition except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable generally to stations each class of Station. The Station is operating, and since January 1, 2016 has operated, in compliance in all material respects with the terms of the type, nature, class or location of each StationFCC Licenses and the Communications Laws. Except as set forth on Annex 5.07in Schedule 3.6(a), each Station is being operated in all (i) there are no material respects in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "Communications Act"). Except as set forth on Annex 5.07, no proceedings are applications pending or, to the knowledge of Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC 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 before the FCC with respect to the Stations Station or their operationthe FCC Licenses, other than proceedings affecting and (ii) the radio broadcasting industry in general. Except as set forth on Annex 5.07, reports, applications and other documents required Company has completed or caused to be filed completed the construction of all facilities or changes contemplated by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Holdings nor the Borrower has 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 material fines or forfeitures by construction permits issued to modify the FCC upon any Credit Party or (ii) which could reasonably Licenses to the extent required to be expected to result in the modification or revocation of any FM Station's authorization to operate completed as currently authorized, or any AM Station's authorization to operate as currently authorized, as applicable, under the rules and regulations of the FCCdate hereof. There are no unsatisfied or otherwise outstanding notices Notwithstanding anything to the contrary contained in this Agreement, this Section 3.6 contains the sole and exclusive representations and warranties of apparent liability or violations issued by the FCC Company to Parent with respect to any Station or its operations. The Borrower has delivered to the Banks true and complete copies of the FCC Licenses (including and any and all amendments and other modifications thereto)compliance matters associated therewith.

FCC Licenses. After giving effect (a) A true and complete list of the licenses (the “FCC Licenses”) issued by the U.S. Federal Communications Commission (the “FCC”) and held by the Company through its wholly-owned subsidiaries, Progeny LMS, LLC and NextNav, LLC (hereinafter jointly referred to in this Section 3.10 and in Schedule D-2 as the “Company”), is included in Schedule D-1 hereto. The Company is the sole holder of the FCC Licenses, and no other Person has any right, title, or interest in or with respect to the TransactionFCC Licenses. The Company holds the FCC Licenses free and clear of all Liens and, except as indicated in Schedule D-1 hereto, the License Subsidiary holds such FCC Licenses are regular FCC authorizations and not experimental, special temporary, demonstration, or developmental authorizations. (b) The FCC Licenses are validly issued FCC licenses to the Company and authorizations as are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effecteffect and have not been revoked, suspended, canceled, rescinded or terminated. The most recent ten-year term of the FCC Licenses expired on July 17, 2020, but the Company timely filed renewal applications seeking an additional ten-year term for each of the FCC Licenses and tolling their expiration dates. The FCC Licenses as granted the renewal applications for 78 of the Second Restatement Effective Date are listed Company’s licenses on March 25, 2024, extending their term until July 17, 2030. Company has received no communication or other indication from the FCC that it might refrain from granting the remaining pending renewal applications. (c) Except as indicated in Schedule IV (D-2 hereto, all reports and notices to the FCC required to be filed with the Viacom FCC with respect to the FCC Licenses being designated as such on Schedule IV)have been timely filed, each of which FCC Licenses has the expiration date indicated on Schedule IVand are complete and accurate in all material respects. Neither Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC 63 License which The Company is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of each Station. Except as set forth on Annex 5.07, each Station is being operated compliance in all material respects in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with Licenses, the rules and regulations of the FCC and the Federal Communications Act of 1934, as amended (amended, and the "Communications Act"). Except as set forth on Annex 5.07rules, no proceedings are pending or, to the knowledge of Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any regulations and policies of the FCC LicensesFCC. There is no order to show cause, the denial notice of any violation, notice of apparent liability, or notice of forfeiture 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 Stations FCC Licenses and, to the Company’s knowledge, no such order or their operation, other than proceedings affecting the radio broadcasting industry in generalnotice has been threatened. Except as set forth on Annex 5.07, reports, applications and other documents All payments to any applicable Governmental Authority for or required to be filed by any Credit Party with the FCC with respect to the Stations Company’s FCC Licenses have in all material respects been timely filed and all such reportsmade. The Company has not incurred any FCC fine, applications and documents are true, correct and complete in all material respects, and neither Holdings nor the Borrower has knowledge of charge or other liability resulting from 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 material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Station's authorization to operate as currently authorized, or any AM Station's authorization to operate as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC noncompliance with respect to any Station or its operations. The Borrower has delivered the FCC Rules relating to the Banks true and complete copies of FCC Licenses, or such reports or notices, and, to the FCC Licenses (including any and all amendments and Company’s knowledge, no such fine, charge or other modifications thereto)liability has been threatened.

FCC Licenses. After giving effect to Except as set forth on Schedule 1.1(a): (a) Seller is the Transactionholder of the FCC Licenses described on Schedule 1.1(a), which are all of the License Subsidiary holds such validly issued FCC licenses licenses, permits and authorizations as required for the present operation of the Station. The FCC Licenses are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effect. The FCC Licenses are not subject to any condition except conditions applicable to the broadcast industry generally or as of the Second Restatement Effective Date are listed on Schedule IV (with the Viacom FCC Licenses being designated as such on Schedule IV), each of which FCC Licenses has the expiration date indicated on Schedule IV. Neither Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC 63 License which is neither set forth otherwise disclosed on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally Licenses, and have not been revoked, suspended, canceled, rescinded or terminated and have not expired. There is not pending, or, to stations Seller’s knowledge, threatened, any action by or before the FCC or any other Governmental Authority to revoke, suspend, cancel, rescind or materially adversely modify any of the typeFCC Licenses (other than proceedings to amend FCC rules of general applicability). There is not now any FCC order, naturejudgment, class decree, notice of violation, notice of apparent liability or location order of each Station. Except as set forth on Annex 5.07forfeiture against the Station outstanding, each nor to Seller’s knowledge, is there any action, suit, investigation or other proceeding pending or threatened by or before the FCC against the Station or the FCC Licenses or against the Seller with respect to the Station or FCC Licenses. (b) The Station is being operated operating in compliance in all material respects in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the rules and regulations of the FCC and Licenses, the Communications Act of 1934, as amended (the "“Communications Act"). Except as set forth on Annex 5.07”) and the rules, no proceedings are pending or, to the knowledge of Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any regulations and policies of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order all other Applicable Laws. Seller has filed or the imposition of any made all material fines, forfeitures or other administrative actions reports and filings required by the FCC with in respect to of the Stations or their operationStation and has paid all FCC regulatory fees in respect thereof which have become due. (c) To Seller’s knowledge, other than proceedings affecting the radio broadcasting industry in general. Except as set forth on Annex 5.07, reports, applications and other documents required to be filed Transmission Structures owned by any Credit Party Seller are registered with the FCC with respect to the Stations have extent required by Applicable Law and all such Transmission Structures comply in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Holdings nor the Borrower has 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 with the FCC Licenses or and all Applicable Laws, including the imposition of any material fines or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Station's authorization to operate as currently authorized, or any AM Station's authorization to operate as currently authorized, as applicable, under 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. There are no unsatisfied Seller has timely filed with the FCC the initial FCC Form 387 DTV Transition Status Report for the Station, and Seller shall take all commercially reasonable steps to implement the DTV Transition Plan as described in Exhibit 4 of Form 387 and to otherwise satisfy all applicable FCC digital transition deadlines and requirements. Seller has not leased, licensed, assigned, conveyed or otherwise outstanding notices encumbered the Station’s digital spectrum or any portion thereof for the provision of apparent liability any “ancillary or violations issued supplementary services” (as the term is defined by the FCC with respect to any Station or its operations. The Borrower has delivered to the Banks true and complete copies Communications Act). (f) 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 (including any and all amendments and subject to bankruptcy, insolvency, reorganization or other modifications theretosimilar laws relating to or affecting the enforcement of creditors’ rights generally).

FCC Licenses. After giving effect to Emmis Radio License, LLC is the Transaction, holder of the License Subsidiary holds such validly issued FCC licenses and authorizations as Licenses described on Schedule 1.1(a). The FCC Licenses are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effecteffect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired. The FCC Licenses as of the Second Restatement Effective Date are listed on Schedule IV (with the Viacom FCC Licenses being designated as such on Schedule IV), each of which FCC Licenses has the expiration date indicated on Schedule IV. Neither Holdings nor the Borrower has knowledge of There is not pending any material adverse condition imposed action by or before the FCC as part of to revoke, suspend, cancel, rescind or materially adversely modify any FCC 63 License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally Licenses (other than proceedings to stations amend FCC rules of general applicability). There is not issued or outstanding, by or before the typeFCC, natureany order to show cause, class notice of violation, notice of apparent liability, or location order of each Stationforfeiture against the Stations or against Seller with respect to the Stations that could result in any such action. Except as set forth on Annex 5.07, each Station is being operated The Stations are operating in compliance in all material respects in accordance with the terms and conditions of the FCC Licenses applicable to it and in accordance with the rules and regulations of the FCC and Licenses, the Communications Act of 1934, as amended (the "“Communications Act"”), and the rules, regulations and policies of the FCC (collectively, with the Communications Act, the “Communications Laws”). Except as The FCC Licenses have been issued for the term set forth on Annex 5.07, no proceedings Schedule 1.1(a). The FCC Licenses are pending or, not subject to the knowledge any condition restricting use except for those of Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease general applicability and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Except as those set forth on Annex 5.07, reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Holdings nor the Borrower has 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 orders granting them. No FCC Licenses for any of any material fines the Stations are held pursuant to an FCC rule or forfeitures by the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Station's authorization to operate as currently authorized, or any AM Station's authorization to operate as currently authorized, as applicable, policy grandfathering Seller’s ownership under the rules and regulations of the FCC’s multiple ownership rules. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Banks true and complete copies Each of the FCC Licenses have been fully renewed in accordance with Communications Act for the term set forth on Schedule 1.1(a). Where required, Federal Aviation Administration (including any “FAA”) “no hazard” determinations for each antenna structure that is owned by Seller and included in the Station Assets have been obtained and, where required, each such antenna structure has been registered with the FCC and the Stations are in compliance in all amendments and other modifications thereto)material respects with the requirements of the FAA with respect to the construction, operation and/or alteration of such antenna structures.

FCC Licenses. After giving effect to the TransactionWPHI-FM Acquisition, the License Subsidiary holds such validly issued FCC licenses Company and ROL hold all material licenses, permits and authorizations as are necessary to operate required for and/or used in the ownership and operation of the Stations as they are currently presently operated or as presently anticipated to be operated (collectivelyother than licenses, the "FCC Licenses"permits and authorizations covered by Section 2.6), each of which is in full force and effect. The FCC Licenses as of the Second Restatement Effective Date are listed on Schedule IV (with the Viacom FCC Licenses being designated as such on Schedule IV), each of which FCC Licenses has the expiration date indicated on Schedule IV. Neither Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC 63 License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of each Station. Except as set forth on Annex 5.07, each Station is being operated in including all material respects in accordance with commercial broadcast station and auxiliary licenses, permits, authorizations and other certificates required by (a) the terms and conditions of the FCC Licenses applicable to it and in accordance with the rules and regulations of the FCC and FCC, (b) the Communications Act of 1934, 47 U.S.C. Section 151 et. seq., as amended (the "Communications Act"), (c) 47 C.F.R. Part 73 or (d) any other governmental entity (such material licenses, permits, authorizations, and certificates, collectively, the "FCC Licenses"). Schedule 2.7 provides a list that is accurate in all material respects of the FCC Licenses, including the termination date of such FCC Licenses. Except for the possible need to request the FCC to grant an extension of time to consummate the WPHI-FM Acquisition, FCC approval has been granted for the WPHI-FM Acquisition, such approval has not lapsed and the period for seeking reconsideration, review or appeal of such FCC approval has expired and no such reconsideration, review or appeal has been sought by any party. The FCC Licenses are valid and in full force and effect, and are unimpaired by any act, omission or condition which could have any material adverse effect on the operation of the Stations. After giving effect to the WPHI-FM Acquisition, to the extent necessary, the Company or, if applicable, ROL, has timely filed all applications for renewal or extension of all of its or their FCC Licenses and, except as otherwise indicated in Schedule 2.7, all such applications have been granted without conditions. Except as set forth indicated on Annex 5.07Schedule 2.7, and except for actions or proceedings affecting the broadcasting 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 Holdings the Company, threatened before the FCC or any other forum or agency with respect to the BorrowerCompany or any of the Stations. The Company, ROL and each of the Stations are threatened which may in material compliance with the terms of the FCC Licenses and all applicable filing and operating requirements of 47 C.F.R. Part 73 and all other applicable regulations and policies of the FCC and the Communications Act. Except as otherwise expressly contemplated by this Agreement, no prior FCC consent is required in connection with the execution, delivery and performance of this Agreement. Except as otherwise expressly contemplated by this Agreement or as stated in Schedule 2.7 hereto, there are no applications presently pending before the FCC with respect to any of the Stations. The Company does not know of any fact that should reasonably be expected anticipated 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 material fines, forfeitures administrative or other administrative actions by the FCC judicial sanction with respect to any of the Stations or their operationStations, other than proceedings affecting which may materially adversely affect the radio broadcasting industry in general. Except as set forth on Annex 5.07, reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Holdings nor the Borrower has knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew rights under any of the FCC Licenses or which may have a materially adverse effect on the imposition of any material fines or forfeitures by Stations, the FCC upon any Credit Party or (ii) which could reasonably be expected to result in the modification or revocation of any FM Station's authorization to operate Company and ROL, taken as currently authorized, or any AM Station's authorization to operate as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Banks true and complete copies of the FCC Licenses (including any and all amendments and other modifications thereto)a whole.

FCC Licenses. After giving effect to the Transaction, the License Subsidiary holds such validly issued FCC licenses and authorizations as are necessary to operate the Stations as they are currently operated (collectively, the "FCC Licenses"), each of which is in full force and effect. The FCC Licenses as of the Second Restatement Effective Date are listed on a) Schedule IV (with the Viacom FCC Licenses being designated as such on Schedule IV), each of which FCC Licenses has the expiration date indicated on Schedule IV. Neither Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC 63 License which is neither set 1.1(a) sets forth on the face thereof as issued by the FCC nor contained in the rules and regulations all of the FCC applicable generally to stations Licenses (and the expiration dates thereof), which constitute all of the typelicenses, naturepermits, class authorizations and registrations of the FCC required for the lawful operation of the Business and the ownership of the Purchased Assets or location otherwise material to the present operation of each Stationthe Business and the ownership of the Purchased Assets, all required FCC antenna structure registrations that are used in the Business, and any pending applications for renewal or modification of the FCC Licenses. Except as set forth on Annex 5.07, each Station is being operated in all material respects in accordance with Schedule 1.1(a): (i) the terms and conditions FCC Licensees are holders of the FCC Licenses applicable to it described on Schedule 1.1(a), (ii) the FCC Licenses are in full force and effect in accordance with the rules their terms and regulations of the FCC have not been revoked, suspended, canceled, rescinded or terminated and the Communications Act of 1934have not expired, as amended (the "Communications Act"). Except as set forth on Annex 5.07iii) there is not pending, no proceedings are pending or, to the knowledge of Holdings Seller’s Knowledge (as defined below), threatened, any action by or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of before the FCC Licensesto revoke, the denial of any pending applicationssuspend, the issuance of any cease and desist order cancel, rescind or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Except as set forth on Annex 5.07, reports, applications and other documents required to be filed by any Credit Party with the FCC with respect to the Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Holdings nor the Borrower has knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew materially adversely modify any of the FCC Licenses (other than proceedings to amend FCC rules of general applicability), (iv) there is not issued or outstanding, by or before the imposition 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 any material fines or forfeitures by such action, (v) the FCC upon any Credit Party or (ii) which could reasonably be expected to result in Licenses have been issued for the modification or revocation of any FM Station's authorization to operate as currently authorized, or any AM Station's authorization to operate as currently authorized, as applicable, under the rules and regulations of the FCC. There are no unsatisfied or otherwise outstanding notices of apparent liability or violations full terms customarily issued by the FCC with respect for each class of Station, and (vi) the FCC Licenses are not subject to any Station or its operations. The Borrower has delivered to condition except for those conditions appearing on the Banks true and complete copies face of the FCC Licenses (including any and conditions generally applicable to each class of Station. The Stations and the Business are operating in compliance in all amendments material respects with the terms of the FCC Licenses and other modifications thereto).the Communications Laws. To Seller’s Knowledge after appropriate inquiry to the FCC with respect