Common use of FCC Matters Clause in Contracts

FCC Matters. (a) The license attached hereto as Exhibit A is a true and correct copy of the License. There is no other condition, to the knowledge of Seller, imposed by the FCC as part of the License that is neither set forth on the face of the License as issued by the FCC, or contained in the FCC rules applicable generally to the licenses of the type, nature and class or location of the License. No other licenses or authorizations are required from the FCC for the operations of facilities in compliance with the License on the Seller Channels in the market area as of the Effective Date. Except as set forth in Section 3.5 below, no Person other than Seller has any right, title, interest or claim in or to the License. The License has been granted to Seller by Final Order and is in full force and effect. (b) Excluding the proceedings in WT Docket No. 03-66, there is not pending or, to the knowledge of Seller, threatened against Seller or the License before the FCC or any other Governmental Authority any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, the License, (ii) seeks the imposition of any modification or amendment with respect thereof, (iii) which would adversely affect the ability of Seller to consummate the Transactions, or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the License. To Seller's knowledge there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the License and/or Seller Channels, and, to Seller's knowledge, no other such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller with respect to their respective facilities. (d) To Seller's knowledge, Seller is in compliance with all applicable Laws except for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on the License or on Seller's ability to consummate the Transactions. To Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller has complied in all material respects with FCC Laws applicable to the License, including without limitation the Communication Act of 1934, as amended. Since the issuance of the License, Seller has not received a notice of non-compliance from the FCC. To Seller's knowledge all material documents required to be filed at any time by Seller with the FCC with respect to the License have been timely filed or the time period for such filing has not lapsed. To Seller's knowledge, all such documents filed since the date that the License was issued to Seller are correct in all material respects. All amounts owed to the FCC in connection with the License have been timely paid. (e) As of the Effective Date, the facilities subject to the License for which certification or notification of completion of construction has been filed with the FCC are not operating.

FCC Matters. Throughout the Term of this Agreement and the term of this Agreement: (ai) The license attached hereto as Licensee holds, and is fully qualified in all respects to hold, the FCC Licenses set forth and described on Exhibit A is a true and correct copy A, which sets forth the name of the Licenselicensee, the FCC call sign, the Channels, the Market Area, the number of Households and the number of CPOPs. There The Licenses constitute all of the licenses, permits and authorizations from the FCC that are necessary or required for and/or used in the operations of Licensee in the Market Area. To the best knowledge of Licensee, all information set forth in such Schedule is no other condition, complete and accurate in all respects. Except for Pending Applications (as defined in the Option Spectrum Agreement) filed prior to the knowledge of Seller, imposed Effective Date and those modifications that have been granted by the FCC as part prior to the Effective Date, neither Licensee nor any of its Affiliates have modified or sought to have modified any License. (ii) Licensee holds all of the License that is neither Licenses set forth on Exhibit A and such Licenses are free and clear of all Liens (except for the face rights of first refusal set forth on Schedule 11(e)(ii)). None of the License Licenses set forth such schedule are subject to CCI Rights (as issued by the FCC, or contained defined in the FCC rules applicable generally Option Spectrum Agreement) or are otherwise subject to the licenses terms of the type, nature and class or location of the License. No other licenses or authorizations are required from the FCC for the operations of facilities in compliance with the License on the Seller Channels Clearwire Agreement (as defined in the market area as of the Effective Date. Option Spectrum Agreement). (iii) Except as set forth in Section 3.5 belowon Schedule 11(e)(iii), no Person other than Seller has any right, title, interest or claim in or to the License. The License has been granted best knowledge of Licensee, (i) the grant, renewal or assignment of the Licenses to Seller the existing licensee thereof was approved by Final Order the FCC by final order and is the Licenses are validly issued and in full force and effect. ; (bii) Excluding the proceedings in WT Docket No. 03-66except with respect construction permit extension requests, there is not no Proceeding pending or, to the knowledge of Seller, threatened against Seller or the License before the FCC or any other Governmental Authority any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, the License, (ii) seeks the imposition of any modification or amendment threatened with respect thereof, to any License; (iii) which would adversely affect the ability of Seller to consummate the Transactions, or (iv) seeks the payment of Licensee and its Affiliates have made on a fine, sanction, penalty, damages or contribution in connection with the use of the License. To Seller's knowledge there are no facts or circumstances existing that would give rise timely basis all payments to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants applicable Government Agency with respect to the License and/or Seller ChannelsLicenses, and, including all payments due to Seller's knowledge, no other such licensees, permittees or applicants have agreed the FCC and all required copyright royalty fee payments and all required Statements of Account to accept electromagnetic interference from Seller the U.S. Copyright Office relating to retransmission of television and radio broadcast signals; and (iv) Licensee is otherwise in compliance with respect to their respective facilitiesthe 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. (div) To Seller's knowledgeExcept as set forth on Schedule 11(e)(iv), Seller is in compliance with to the best knowledge of Licensee, all applicable Laws except for any non-compliance that, individually or Pending Applications (as defined in the aggregate, will not have a material adverse effect on the License or on Seller's ability to consummate the Transactions. To Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller has complied in all material respects with FCC Laws applicable to the License, including without limitation the Communication Act of 1934, as amended. Since the issuance of the License, Seller has not received a notice of non-compliance from the FCC. To Seller's knowledge all material documents required to be filed at any time by Seller with the FCC with respect to the License Option Spectrum Agreement) have been timely filed or filed, and the time period for such filing FCC has not lapsed. To Seller's knowledge, all such documents filed since notified any of Licensee that any of the date that the License was issued Pending Applications is subject to Seller are correct in all material respects. All amounts owed denial due to the FCC in connection with the License have been lack of timely paidfiling or other defect. (ev) As Except as set forth on Schedule 11(e)(v), to the best knowledge of the Effective DateLicensee, (i) the facilities subject to the a License for which a certification or notification of completion of construction has been filed with the FCC ("Constructed Facilities") are operating, and have been operating, in material compliance with the License therefore, the Communications Act and FCC Rules, (ii) Licensee is not operatingtransmitting from or otherwise operating any Constructed Facility that is not the subject of an License, (iii) none of the Constructed Facilities subject to a License (A) is authorized pursuant to an authorization which is subject to challenge before any court of competent jurisdiction or (B) other than as set forth on Schedule 11(e)(v), is subject to any lease, sub-lease or any agreement to make it available to a third party; (iv) no License is subject to a revocation proceeding; and (v) no Constructed Facilities are operating pursuant to special temporary or developmental authority. (vi) Except as set forth on Schedule 11(e)(vi), to the best knowledge of Licensee, Licensee's licensed EBS facilities are being operated, and Licensee's operations and activities pursuant to any Licenses are being conducted, in compliance with (A) the Communications Act, (B) the terms and conditions of the Licenses applicable to them, and (C) the FCC Rules. (vii) Except as set forth Schedule 11(e)(vii), to the best knowledge of Licensee, all FCC Reports and fees required to be filed by each Licensee with the FCC with respect to the Licenses and they have been timely filed. All FCC Reports filed by any of Licensee are complete and correct in all material respects. (viii) Licensee holds the License free and clear of all Liens. No Person other than Licensee has any right, title or interest in or to the License, nor does any Person other than Licensee have any right to acquire, lease or otherwise use the License, whether such right may be currently existing or would become effective on the occurrence of any event, the failure of an event to occur, notice, or passage of time, or any of the above.

FCC Matters. (a) The license attached hereto as Exhibit A is a true Company and correct copy of the License. There is no its Subsidiaries hold all licenses, permits, certificates, franchises, registrations and other condition, to the knowledge of Seller, imposed authorizations issued by the FCC (the "FCC Licenses") or by any governmental entity asserting jurisdiction over the Company or one of its Subsidiaries (the "State Licenses"), including, without limitation, any state public service or public utilities commission and the Telecommunications Regulatory Board of Puerto Rico ("State PUC"), that are required for the conduct of their businesses as part presently conducted, and for the holding of their assets, except where the failure to obtain or hold such licenses would not have a Material Adverse Effect. All of the License that is neither set forth on FCC Licenses and the face of State Licenses (collectively the License as issued by the FCC, or contained in the FCC rules applicable generally to the licenses of the type, nature and class or location of the License. No other licenses or authorizations "Communications Licenses") are required from the FCC for the operations of facilities in compliance with the License on the Seller Channels in the market area as of the Effective Date. Except as set forth in Section 3.5 below, no Person other than Seller has any right, title, interest or claim in or to the License. The License has been granted to Seller by Final Order and is in full force and effectSchedule 3.15(a) hereto. (b) Excluding Except as set forth on Schedule 3.15(b), each of the proceedings Communications Licenses was duly issued, and is valid and in WT Docket Nofull force and effect except where failure to be in full force and effect would not have a Material Adverse Effect, and to the Company's knowledge, each of the Communications Licenses has not been modified, canceled, revoked, or conditioned in any manner which would have a Material Adverse Effect. (c) Each holder of a Communications License has operated in compliance with all terms thereof, and each holder is in compliance with, and its businesses have operated in compliance with, the Communications Act or any applicable state regulations, and has filed all registrations and reports, including any renewal applications, required by the Communications Act or any applicable state regulations, except where the failure to so comply or file would not have a Material Adverse Effect. 03-66To the Company's knowledge, there is not no pending or, to the knowledge of Seller, or threatened against Seller action by or the License before the FCC or any other Governmental Authority State PUC to revoke, cancel, suspend, modify or refuse to renew any applicationof the Communications Licenses. There is not now issued or outstanding or, actionto the Company's knowledge, petition, objection threatened any notice of violation or other pleading, complaint against the Company or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, the License, (ii) seeks the imposition of any modification or amendment with respect thereof, (iii) which would adversely affect the ability of Seller to consummate the Transactions, or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the License. To Seller's knowledge there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants Subsidiaries with respect to the License and/or Seller Channelsoperation of its respective businesses, and, the resolution of which violation or complaint could reasonably be expected to Seller's knowledge, no other such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller with respect to their respective facilitiesa Material Adverse Effect. (d) To Seller's knowledge, Seller is in compliance with all applicable Laws except for No event has occurred which permits the revocation or termination of any non-compliance that, individually of the Communications Licenses or in the aggregate, will not imposition of any restriction thereon of such a nature as would have a material adverse effect on the License or on Seller's ability to consummate the Transactions. To Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller has complied in all material respects with FCC Laws applicable to the License, including without limitation the Communication Act of 1934, as amended. Since the issuance of the License, Seller has not received a notice of non-compliance from the FCC. To Seller's knowledge all material documents required to be filed at any time by Seller with the FCC with respect to the License have been timely filed or the time period for such filing has not lapsed. To Seller's knowledge, all such documents filed since the date that the License was issued to Seller are correct in all material respects. All amounts owed to the FCC in connection with the License have been timely paidMaterial Adverse Effect. (e) As of the Effective Date, the facilities subject to the License for which certification or notification of completion of construction has been filed with the FCC are not operating.

FCC Matters. (a) The license attached hereto as Exhibit A is a true True and correct copy complete copies of the LicenseLicenses underlying each Lease have been delivered to Purchaser. There is no other condition, to condition outside of the knowledge ordinary course imposed on any of Seller, imposed the Licenses by the FCC as part of the License except those that is neither are either set forth on the face of the License Licenses, as issued by the FCC, or are contained in the FCC rules Rules applicable generally to EBS stations. To Seller's knowledge, the licenses of the type, nature and class or location of the License. No other licenses or Licenses constitute all authorizations are required from the FCC necessary or required for and/or used in the operations operation of facilities in compliance with the License on the Seller Channels in the market area areas identified on Exhibit A as of the Effective Date. Except as set forth in Section 3.5 belowTo Seller's knowledge, no Person other than Seller has any right, title, interest or claim in or the applications - related to the LicenseLicenses that are listed on Section 3.4 of the Disclosure Schedule are all the applications that are pending at the FCC as of the Effective Date to modify the Licenses. To the Seller's knowledge, the applicable Lessor is the licensee under its Licenses. The License has Licenses have been granted to Seller the applicable Lessor by Final Order and is are in full force and effect. (b) Excluding To the proceedings in WT Docket No. 03-66knowledge of Seller after due inquiry and except for rule makings of general applicability , there is not pending or, to the knowledge of Seller, or threatened against Seller or the License before the FCC or any other Governmental Authority Licenses any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, any of the LicenseLicenses, (ii) seeks the imposition involuntary modification of any modification or amendment with respect thereofof the Licenses, (iii) which would adversely affect the ability of Seller to consummate the Transactions, Transactions with respect to that License or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the LicenseLicenses. To Seller's the knowledge of Seller and except for rule makings of general applicability, there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. There is no unsatisfied adverse FCC order or ruling outstanding against Seller, any Lessor or any of the Licenses. Neither Seller nor, to the knowledge of Seller, any Lessor is a party to any complaint or proceeding at the FCC regarding any of the Licenses. (c) Other than under Neither Seller nor, to the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search knowledge of its readily available records as of the Effective DateSeller, any other written agreements Lessor has agreed to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the License Licenses and/or Seller Channels, and, to the knowledge of Seller's knowledge, no other such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller or any Lessor with respect to their respective facilities. (d) To Seller's knowledge, Seller is in compliance with all applicable non-communications Laws except for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on the License Licenses or on Seller's ability to consummate the Transactions. To Seller's knowledgeSince January 28, since 2004 , and assuming the grant Leases comply with FCC Rules and the Communications Act with respect to matters of the Seller's most recent renewal application for the Licensecontrol, Seller has and, to the knowledge of Seller after due inquiry, all Lessors have complied in all material respects with FCC Laws Rules applicable to the LicenseLicenses, including without limitation the Communication Act of 1934, as amended. Since , and Seller has and, to the issuance knowledge of Seller after due inquiry, all Lessors have complied in all material respects with all of the License, Seller has not received a notice terms and conditions of non-compliance from the FCCLicenses. To the knowledge of Seller's knowledge , the Licenses are free and clear of all Liens and are unimpaired by any acts or omissions of Seller or any Lessor, or their respective agents, assignees and licensees. All material documents required to be filed at any time by Seller since January 28, 2004 or, to the knowledge of Seller, any Lessor with the FCC with respect to the License Licenses have been timely filed or the time period for such filing has not lapsed. To Seller's knowledge, all All such documents filed by Seller with the FCC with respect to the Licenses since the date that the License was issued to Seller January 28, 2004 are correct in all material respects. All amounts owed to the FCC since January 28, 2004 in connection with the License Licenses have been timely paid. (e) As To the knowledge of Seller, the Effective Datefacilities operating pursuant to the Licenses (if any) are operating in material compliance with the Licenses therefore and the relevant FCC Rules. To the knowledge of Seller, none of the facilities subject to the License for Licenses is (a) authorized pursuant to an authorization which certification is subject to challenge before the FCC or notification any court of completion of construction has been filed competent jurisdiction or (b) subject to any lease, sublease or any agreement to make it available to a third party conflicting with the FCC are associated Lease. (f) Seller does not operatinglease any Towers for the market area covered by the Licenses.

FCC Matters. (a) The license attached hereto as Exhibit A is a true Seller holds good, valid and correct copy of the License. There is no other condition, marketable title to the knowledge Seller License free and clear of Seller, imposed by the FCC as part of the License that is neither set forth on the face of the License as issued by the FCC, or contained in the FCC rules applicable generally to the licenses of the type, nature and class or location of the Licenseall Liens. No other licenses or authorizations are required from the FCC for the operations of facilities in compliance with the License on the Seller Channels in the market area as of the Effective Date. Except as set forth in Section 3.5 below, no Person other than Seller has any right, title, title or interest or claim in or to the Seller License. The Seller License has been validly granted to Seller by Final Order and is valid and in full force and effecteffect and has not been suspended or modified in any material respect (except as a result of FCC rule changes applicable to the industry generally) or canceled or revoked, and Seller and each of its Affiliates have each operated the Seller License in compliance in all material respects with all FCC terms and conditions thereof or any renewals thereof applicable to them. (b) Excluding Except for proceedings affecting the proceedings in WT Docket No. 03-66PCS industry generally, there is not pending or, to the knowledge of Seller, threatened against Seller or the License before the FCC or Seller License, nor does Seller have actual knowledge of any other Governmental Authority basis for, any application, action, petition, complaint, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) that questions or contests the validity of, or seeks or could reasonably be expected to result in the revocation, forfeiture, non-renewal or suspension of, the Seller License, (ii) seeks the imposition of any modification or amendment with respect thereof, (iii) which that would adversely affect the ability of Seller to consummate the Transactions, Transactions or (iv) the ability of Purchaser to employ the Seller License in its business after Closing or that seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the Seller License. To Seller's knowledge there are There is no facts or circumstances existing that would give rise to any such applicationdebt existing, action, petition, objection or other pleadingoutstanding, or proceeding with owing to the FCC or any Governmental Authority with respect to the Seller License. No amounts are due and owing to the FCC by reason of the ownership or operation pursuant to the Seller License. All material documents required to be filed with, or fees to be paid at any time by Seller and its Affiliates to the FCC with respect to the Seller License to date have been filed or payments made or the time period for such filing or payment has not lapsed. All such documents filed since the date that the Seller License was issued or transferred to the Seller are true and correct in all material respects. The Seller License is renewable in accordance with its terms, without the need to comply with any special qualification procedures or to pay any amounts other Governmental Authoritythan routine or generally applicable filing and regulatory fees. The Seller License will not be, and could not reasonably be expected to be, adversely affected by consummation of the transactions contemplated by this Agreement. Seller and its Affiliates have not received from the FCC any notice indicating that the Seller License failed or fails to satisfy the minimum build-out requirement in respect of such Seller License. Seller is not in breach, or otherwise in violation, in any material respect, of any FCC build-out requirement relating to the Seller License. (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the License and/or Seller Channels, and, to Seller's knowledge, no other such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller with respect to their respective facilities. (d) To Seller's knowledge, Seller is in compliance with all applicable Laws except for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on the License or on Seller's ability to consummate the Transactions. To Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller has complied in all material respects with all applicable Laws, including FCC Laws applicable and the terms and conditions of the Seller License. The Seller License is not subject to any conditions or restrictions other than those appearing on its face and those imposed by the License, including without limitation the Communication Communications Act of 1934, as amended. Since , and the issuance rules, regulations and policies of the LicenseFCC (“FCC Law”). (d) All of the construction requirements set forth in 47 C.F.R. Section 24.203 (the “Buildout Requirements”) for the Seller License have been satisfied (the “License Buildout”), and the Seller has not received made a notice certification to the FCC to that effect (a “Buildout Certification”). All of non-compliance from the material information and data set forth in such certification shall be true, complete and correct and shall have been accepted by the FCC. To Seller's knowledge all material documents required to be filed at Seller is not in breach or otherwise in violation of any time by Seller with the FCC with respect construction requirement applicable to the License have been timely filed or the time period for such filing has not lapsed. To Seller's knowledge, all such documents filed since the date that the License was issued to Seller are correct in all material respects. All amounts owed to the FCC in connection with the License have been timely paidLicense. (e) As No amounts (including installment payments consisting of the Effective Date, the facilities subject principal and/or interest or late payment fees) are due to the License for which certification FCC or notification any Governmental Authority in respect of completion of construction has been filed with any FCC license held by Seller, including the FCC are not operatingSeller License.

FCC Matters. Throughout the Term of this Agreement and the term of this Agreement: (ai) The license attached hereto as Licensee holds, and is fully qualified in all respects to hold, the FCC Licenses set forth and described on Exhibit A is a true and correct copy A, which sets forth the name of the Licenselicensee, the FCC call sign, the Channels, the Market Area, the number of Households and the number of CPOPs. There The Licenses constitute all of the licenses, permits and authorizations from the FCC that are necessary or required for and/or used in the operations of Licensee in the Market Area. To the best knowledge of Licensee, all information set forth in such Schedule is no other condition, complete and accurate in all respects. Except for Pending Applications (as defined in the Option Spectrum Agreement) filed prior to the knowledge of Seller, imposed Effective Date and those modifications that have been granted by the FCC as part prior to the Effective Date, neither Licensee nor any of its Affiliates have modified or sought to have modified any License. (ii) Licensee holds all of the License that is neither Licenses set forth on Exhibit A and such Licenses are free and clear of all Liens (except for the face rights of first refusal set forth on Schedule 11(e)(ii)). None of the License Licenses set forth such schedule are subject to CCI Rights (as issued by the FCC, or contained defined in the FCC rules applicable generally Option Spectrum Agreement) or are otherwise subject to the licenses terms of the type, nature and class or location of the License. No other licenses or authorizations are required from the FCC for the operations of facilities in compliance with the License on the Seller Channels Clearwire Agreement (as defined in the market area as of the Effective Date. Option Spectrum Agreement). (iii) Except as set forth in Section 3.5 belowon Schedule 11(e)(iii), no Person other than Seller has any right, title, interest or claim in or to the License. The License has been granted best knowledge of Licensee, (i) the grant, renewal or assignment of the Licenses to Seller the existing licensee thereof was approved by Final Order the FCC by final order and is the Licenses are validly issued and in full force and effect. ; (bii) Excluding the proceedings in WT Docket No. 03-66except with respect construction permit extension requests, there is not no Proceeding pending or, to the knowledge of Seller, threatened against Seller or the License before the FCC or any other Governmental Authority any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, the License, (ii) seeks the imposition of any modification or amendment threatened with respect thereof, to any License; (iii) which would adversely affect the ability of Seller to consummate the Transactions, or (iv) seeks the payment of Licensee and its Affiliates have made on a fine, sanction, penalty, damages or contribution in connection with the use of the License. To Seller's knowledge there are no facts or circumstances existing that would give rise timely basis all payments to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants applicable Government Agency with respect to the License and/or Seller ChannelsLicenses, and, including all payments due to Seller's knowledge, no other such licensees, permittees or applicants have agreed the FCC and all required copyright royalty fee payments and all required Statements of Account to accept electromagnetic interference from Seller the U.S. Copyright Office relating to retransmission of television and radio broadcast signals; and (iv) Licensee is otherwise in compliance with respect to their respective facilitiesthe 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. (div) To Seller's knowledgeExcept as set forth on Schedule 11(e)(iv), Seller is in compliance with to the best knowledge of Licensee, all applicable Laws except for any non-compliance that, individually or Pending Applications (as defined in the aggregate, will not have a material adverse effect on the License or on Seller's ability to consummate the Transactions. To Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller has complied in all material respects with FCC Laws applicable to the License, including without limitation the Communication Act of 1934, as amended. Since the issuance of the License, Seller has not received a notice of non-compliance from the FCC. To Seller's knowledge all material documents required to be filed at any time by Seller with the FCC with respect to the License Option Spectrum Agreement) have been timely filed or filed, and the time period for such filing FCC has not lapsed. To Seller's knowledge, all such documents filed since notified any of Licensee that any of the date that the License was issued Pending Applications is subject to Seller are correct in all material respects. All amounts owed denial due to the FCC in connection with the License have been lack of timely paidfiling or other defect. (ev) As Except as set forth on Schedule 11(e)(v), to the best knowledge of the Effective DateLicensee, (i) the facilities subject to the a License for which a certification or notification of completion of construction has been filed with the FCC ("Constructed Facilities") are operating, and have been operating, in material compliance with the License therefore, the Communications Act and FCC Rules, (ii) Licensee is not operatingtransmitting from or otherwise operating any Constructed Facility that is not the subject of an License, (iii) none of the Constructed Facilities subject to a License (A) is authorized pursuant to an authorization which is subject to challenge before any court of competent jurisdiction or (B) other than as set forth on Schedule 11(e)(v), is subject to any lease, sub-lease or any agreement to make it available to a third party; (iv) no License is subject to a revocation proceeding; and (v) no Constructed Facilities are operating pursuant to special temporary or developmental authority. (vi) Except as set forth on Schedule 11(e)(vi), to the best knowledge of Licensee, Licensee's licensed ITFS facilities are being operated, and Licensee's operations and activities pursuant to any Licenses are being conducted, in compliance with (A) the Communications Act, (B) the terms and conditions of the Licenses applicable to them, and (C) the FCC Rules. (vii) Except as set forth Schedule 11(e)(vii), to the best knowledge of Licensee, all FCC Reports and fees required to be filed by each Licensee with the FCC with respect to the Licenses and they have been timely filed. All FCC Reports filed by any of Licensee are complete and correct in all material respects. (viii) Licensee holds the License free and clear of all Liens. No Person other than Licensee has any right, title or interest in or to the License, nor does any Person other than Licensee have any right to acquire, lease or otherwise use the License, whether such right may be currently existing or would become effective on the occurrence of any event, the failure of an event to occur, notice, or passage of time, or any of the above.

FCC Matters. (a) The license attached hereto as Exhibit A is Company validly holds the Licenses, permits and authorizations set forth on Section 3.7 of the Disclosure Schedule. Section 3.7 of the Disclosure Schedule sets forth a true and correct copy list of the Licenselicenses granted by the FCC authorizing the Company (the "Licenses") to construct and operate BRS Channels in the markets listed therein. True and complete copies of the Licenses have been delivered to Purchaser. There is no other condition, to condition outside of the knowledge ordinary course imposed on any of Seller, imposed the Licenses by the FCC as part of the License except those that is neither are either set forth on the face of the License Licenses, as issued by the FCC, or contained in the FCC rules Rules applicable generally to the licenses incumbent BRS licenses. The applications listed on Section 3.7 of the type, nature and class or location Disclosure Schedule are all of the License. No other licenses or authorizations applications that are required from now pending at the FCC for the operations of facilities in compliance with the License on the Seller Channels in the market area as modification or renewal of the Effective DateLicenses or otherwise filed by the Company. Except as set forth in Section 3.5 below, no No Person other than Seller the Company has any right, title, interest or claim in or to the LicenseLicenses. The License has Licenses have been granted to Seller the Company by Final Order and is are in full force and effect. (b) Excluding proceedings of general applicability and the proceedings in WT Docket No. 03-66market transition of BRS and EBS spectrum (a "Transition"), there is not pending or, to the knowledge Knowledge of such Seller, threatened against Seller the Company or the License before the FCC or any other Governmental Authority Licenses any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, any of the LicenseLicenses, (ii) seeks the imposition of any modification or amendment with respect thereofto any of the licenses, (iii) which would adversely affect the ability of such Seller to consummate the Transactions, Transactions or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the LicenseLicenses. To such Seller's knowledge Knowledge and excluding proceedings of general applicability and any Transition, there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. There is no unsatisfied adverse FCC order or ruling outstanding against such Seller or any of the Licenses. Such Seller is not a party to any complaint or proceeding at the FCC regarding any of the Licenses. (c) Other than under Except as described in Section 3.7(c) of the Interference Agreements listed in Exhibit E heretoDisclosure Schedule, Seller the Company has not located, in a search of its readily available records as of the Effective Date, any other written agreements agreed to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the License Licenses and/or Seller Channels, and, to Seller's knowledge, and no other such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller the Company with respect to their respective facilities. (d) To Seller's knowledge, Seller The Company is in compliance with all applicable Laws except for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on Seller Material Adverse Effect. Since acquiring the License or on Seller's ability to consummate Licenses, the Transactions. To Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller Company has complied in all material respects with FCC Laws Rules applicable to the LicenseLicenses, including without limitation the Communication Communications Act of 1934, as amended. Since the issuance of the LicenseLicenses, Seller the Company has not received a notice complied in all material respects with all of non-compliance from the FCCterms and conditions of the Licenses. To Seller's knowledge The Licenses are free and clear of all Liens and are unimpaired by any acts or omissions of the Company, its agents, assignees and licensees. Except as set forth in Section 3.7(c) of the Disclosure Schedule, all material documents required to be filed at any time by Seller the Company with the FCC with respect to the License Licenses have been timely filed or the time period for such filing has not lapsed. To Seller's knowledge, all All such documents filed since the date that the License was Licenses were issued to Seller the Company are correct in all material respects. All amounts owed to the FCC in connection with the License Licenses have been timely paid. (e) As of the Effective Date, the The facilities subject to the License Licenses for which certification or notification of completion of construction has been filed with the FCC are not operating. None of the facilities subject to the Licenses is (a) authorized pursuant to an authorization which is presently subject to challenge before the FCC or any court of competent jurisdiction or (b) subject to any lease, sublease or any agreement to make it available to a third party. None of the facilities subject to the Licenses are operating pursuant to special temporary or developmental authority. (f) The Company does not lease any Towers for the market area covered by the Licenses.

FCC Matters. (a) (i) The license attached hereto as Exhibit A is a true FCC Licenses are valid, in good standing and correct copy in full force and effect, unimpaired by any act or omission of the License. There Entravision Parties, and constitute all of the licenses, permits and authorizations required by the Act, the Rules and Regulations or the FCC for, or used in, the operation of the Entravision Stations in all material respects as currently conducted, (ii) the FCC Licenses constitute all the current licenses, permits and authorizations issued by the FCC to the Entravision Parties or pending before the FCC for or in connection with the Entravision Stations; (iii) there is no other condition, to the knowledge of Seller, condition imposed by the FCC as part of the any FCC License that which is neither set forth on the face of the License thereof as issued by the FCC, or FCC nor contained in the FCC rules Rules and Regulations applicable generally to the licenses stations of the type, nature and nature, class or location of the License. No other licenses or authorizations Entravision Stations; (iv) the Entravision Stations are required from being operated in accordance with the terms and conditions of the FCC for the operations of facilities Licenses applicable to them and in compliance accordance with the License on Rules and Regulations, including, without limitation, 47 CFR Sec. 73.1560, except to the Seller Channels in extent a failure to so comply would not constitute a Material Adverse Condition; (v) other than the market area as of the Effective Date. Except as set forth in Section 3.5 belowRenewal Applications, no Person other than Seller has any rightapplication or Action is pending, title, interest or claim in or to the License. The License has been granted to Seller by Final Order and is in full force and effect. (b) Excluding the proceedings in WT Docket No. 03-66, there is not pending or, to the Entravision Parties’ knowledge of Seller, threatened against Seller or the License before the FCC or any other Governmental Authority any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authorityin writing, which (i) questions or contests the validity of, or seeks may result in the revocation, forfeitureadverse modification, non-renewal or suspension ofof any of the FCC Licenses, the License, (ii) seeks issuance of any cease and desist order or the imposition of any modification or amendment with respect thereoffines, (iii) which would adversely affect the ability of Seller to consummate the Transactions, or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the License. To Seller's knowledge there are no facts or circumstances existing that would give rise to any such application, action, petition, objection forfeitures or other pleading, or proceeding with administrative actions by the FCC or any other Governmental Authority. (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the License and/or Seller ChannelsEntravision Stations or their operation, and, to Seller's knowledge, no other such licensees, permittees or applicants than proceedings affecting the radio broadcasting industry in general; (vi) the Entravision Parties have agreed to accept electromagnetic interference from Seller with respect to their respective facilities. (d) To Seller's knowledge, Seller is in compliance complied with all applicable Laws except for any non-compliance thatrequirements to file reports, individually or in the aggregate, will not have a material adverse effect on the License or on Seller's ability to consummate the Transactions. To Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller has complied in all material respects with FCC Laws applicable to the License, including without limitation the Communication Act of 1934, as amended. Since the issuance of the License, Seller has not received a notice of non-compliance from the FCC. To Seller's knowledge all material applications and other documents required to be filed at any time by Seller with the FCC with respect to the License have been timely filed Entravision Stations, except to the extent that a failure to so comply would not reasonably be expected to cause a Material Adverse Condition; (vii) there are not any unsatisfied or otherwise outstanding citations issued by the time period for such filing has not lapsed. To Seller's knowledgeFCC with respect to the Entravision Stations or their operation; (viii) the “Public Inspection File” of each of the Entravision Stations is in substantial and material compliance with Section 73.3526 of the Rules and Regulations, all such documents filed since and (ix) the date that the License was issued to Seller are correct facilities of each Entravision Station comply in all material respects. All amounts owed to the FCC in connection respects with the License have been timely paidlimits on human exposure to RF radiation under the Rules and Regulations. (eb) As Complete and accurate copies of all FCC Licenses of the Effective Date, the facilities subject to the License for which certification or notification Entravision Stations are attached hereto as a part of completion of construction has been filed with the FCC are not operatingSchedule 2.1(b).

FCC Matters. (a) The license attached hereto as Seller validly holds the Licenses, permits and authorizations set forth on Exhibit A is a true B-1. True and correct copy complete copies of the LicenseLicenses have been delivered to Purchaser. There is no other condition, to condition outside of the knowledge ordinary course imposed on any of Seller, imposed the Licenses by the FCC as part of the License except those that is neither are either set forth on the face of the License Licenses, as issued by the FCC, or are contained in the FCC rules Rules applicable generally to the licenses stations of the type, nature and class or location of the Licensestations identified by the call signs listed on Exhibit B-1. No other licenses or The Licenses constitute all authorizations are required from the FCC necessary or required for and/or used in the operations operation of facilities in compliance with the License on the Seller Channels in the market area areas identified on Exhibit B-1 as of the Effective Date. Except as set forth in The applications related to the Licenses that are listed on Section 3.5 below, no 3.4(a) of the Disclosure Schedules are all of the applications that are now pending at the FCC regarding the Licenses or the Seller. No Person other than Seller Seller, or the applicable Lessor, has any right, title, interest or claim in or to the LicenseLicenses. The License has Licenses have been granted to Seller Seller, or the applicable Lessor, by Final Order and is are (and will be on the Closing Date) in full force and effect. (b) Excluding the proceedings in WT Docket No. 03-66, there There is not pending or, to the knowledge of Seller, threatened against Seller or the License before the FCC or any other Governmental Authority Licenses any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, any of the LicenseLicenses, (ii) seeks the imposition of any modification or amendment with respect thereofto any of the Licenses, (iii) which would adversely affect the ability of Seller to consummate the Transactions, Transactions or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the LicenseLicenses. To Seller's knowledge knowledge, there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. (c) Other than under the Interference Agreements listed in Exhibit E hereto. There is no unsatisfied adverse FCC order or ruling outstanding against Seller, Seller has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the License and/or Seller Channels, andor, to Seller's knowledge, no other such licensees, permittees any Lessor or applicants have agreed to accept electromagnetic interference from Seller with respect to their respective facilities. (d) To Seller's knowledge, Seller is in compliance with all applicable Laws except for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on the License or on Seller's ability to consummate the Transactions. To Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller has complied in all material respects with FCC Laws applicable to the License, including without limitation the Communication Act of 1934, as amended. Since the issuance of the License, Seller has not received a notice of non-compliance from the FCC. To Seller's knowledge all material documents required to be filed at any time by Seller with the FCC with respect to the License have been timely filed or the time period for such filing has not lapsed. To Seller's knowledge, all such documents filed since the date that the License was issued to Seller are correct in all material respects. All amounts owed to the FCC in connection with the License have been timely paid. (e) As of the Effective Date, the facilities subject to the License for which certification or notification of completion of construction has been filed with the FCC are not operating.the

FCC Matters. (a) The license attached hereto as Exhibit A is a true and correct copy Section 5.3(a) of the Shentel Disclosure Schedule sets forth each Person (each, a “Shentel Entity” and, collectively, the “Shentel Entities”) who, as of the Effective Time and after giving effect to the Merger, will be the exclusive holder of the FCC Licenses set forth opposite its name in such Section. For each FCC License, Section 5.3(a) of the Shentel Disclosure Schedule sets forth, as of the Effective Time, (i) the FCC registration number or name of the licensee, (ii) the FCC call sign, license number or other license identifier, (iii) the geographic area for which the Shentel Entities are authorized to provide service, (iv) the current expiration date, (v) the frequency block (except for microwave licenses and Section 214 authorizations), (vi) where applicable, the relevant market and service designations used by the FCC, and (vii) if applicable, the application number of any pending application related to the FCC License. There is no other conditionAs of the Effective Time, to the knowledge FCC Licenses will constitute all the licenses and authorizations from the FCC for the business operations of Sellerthe Shentel Entities (or nTelos or its applicable Affiliates, as the case may be) as they are currently being conducted in the Former nTelos Service Area. As of the Effective Time, there will not be any condition outside of the ordinary course imposed on any of the FCC Licenses by the FCC as part (including any condition on the grant of the License a renewal application) that is neither set forth not disclosed on the face of the reference copy of the FCC License as issued by in the FCC’s Universal Licensing System database; provided, that “ordinary course” shall mean any condition described in any federal statutes, FCC Rules or contained in the FCC rules applicable similar sources that apply generally to the FCC licenses of the type, nature and class same service or location of the License. No other licenses or authorizations are required from any condition that the FCC routinely imposes upon the grant of applications for the operations of facilities in compliance with the License on the Seller Channels in the market area as similar licenses. (b) As of the Effective Date. Except as set forth Time, (i) each FCC License will have been granted pursuant to a Final Order by the FCC to be held by the licensee listed in Section 3.5 below5.3(a) of the Shentel Disclosure Schedule, no Person other than Seller has any right, title, interest or claim in or to the License. The License has been granted to Seller by Final Order will be valid and is in full force and effect. , and will have not been suspended, revoked, cancelled, terminated or forfeited or adversely modified; (bii) Excluding the proceedings in WT Docket No. 03-66, there is not will be no proceeding pending or, to the knowledge of Seller, threatened against Seller or the License before the FCC or any other Governmental Authority Entity (and no pending judicial review of such a proceeding) or, to the Knowledge of Shentel, threatened by any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, the License, (ii) seeks the imposition of any modification or amendment with respect thereof, (iii) which would adversely affect the ability of Seller to consummate the Transactions, or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the License. To Seller's knowledge there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants Person with respect to the any FCC License and/or Seller Channels, and, to Seller's knowledge, no other such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller with respect to their respective facilities. (d) To Seller's knowledge, Seller is in compliance with all applicable Laws except for any non-compliance thatthat would, individually or in the aggregate, reasonably be likely to result in the suspension, revocation, cancellation, termination, forfeiture, or adverse modification of any FCC License; and (iii) to the Knowledge of Shentel, no event, condition or circumstance will not have exist or, after notice or lapse of time or both, would exist that would constitute a material adverse effect on breach of, or default under, the terms and conditions of any FCC License that would preclude any FCC License from being renewed in the ordinary course (to the extent that such FCC License is renewable by its terms) or on Seller's ability could reasonably be expected to consummate the Transactions. To Seller's knowledgeplace such FCC license at risk of suspension, since the grant revocation, cancellation, termination, forfeiture or modification. (c) As of the Seller's most recent renewal application for Effective Time, each of the License, Seller has complied Shentel Entities will be in compliance in all material respects with the terms of the FCC Rules and any other Laws applicable that apply to, or that are contained in, each FCC License and will have timely fulfilled and performed all of its obligations with respect thereto in all material respects, including making all reports, filings, notifications and applications to the FCC, except for such reports, filings, notifications and applications that are not material to Shentel’s business in the Former nTelos Service Area. As of the Closing, Shentel will have made available to Sprint true and complete copies of each such material report, filing, notification and application, including ownership reports and regulatory fee filings, in its possession and filed by nTelos or its applicable Affiliates in the last three (3) years, with the exception of those reports, filings, notifications and applications that are available in their entirety in the FCC’s Universal Licensing System database. As of the Effective Time, neither Shentel nor any Shentel Entity will have received written notice of, incurred, or if incurred, Shentel or the applicable Shentel Entity will have fully discharged, any audit, investigation, inquiry, fine, charge or other liability resulting from any noncompliance prior to the Closing relating to such reports, filings, notifications and applications, or any other obligation arising under the Communications Act, FCC Rules or any other Laws that apply to, or that are contained in, each FCC License. As of the Effective Time, Shentel or the applicable Shentel Entity will have timely made the payment of all regulatory fees and contributions to the FCC, the United States Treasury or any other Governmental Entity with respect to any FCC License or which are otherwise required by the FCC Rules, including Universal Service Fund and TRS Fund contributions. As of the Effective Time, no payment will be owed to the FCC or any other Governmental Entity with respect to any FCC License, including without limitation or any other obligation arising under the Communication Communications Act of 1934, as amendedor FCC Rules. Since the issuance As of the LicenseClosing, Seller has not Shentel and each Shentel Entity will have received a notice of non-compliance from the FCC. To Seller's knowledge all material documents necessary regulatory approvals, made all filings, tower registrations, radio frequency emission certifications, state and tribal historic preservation officers certifications or letters and other reports required to be filed at any time obtained or made by Seller such Person relating to the operation of towers, including those necessary to comply with all of the rules, regulations and policies of the Federal Aviation Administration (“FAA”) and all other Laws governing the construction, marking and lighting of antenna structures and colocation activities, including FAA and FCC tower registration filing requirements, except for such approvals, filings, registrations, certifications, letters or reports that are not material to the operation of Shentel’s business in the Former nTelos Service Area. As of the Closing, Shentel will have all documentation in its possession or reasonably ascertainable by Shentel supporting such approvals, filings, registrations and certifications, except such approvals, filings, registrations and certifications the absence of which would not, individually or in the aggregate, reasonably be likely to materially adversely affect the business of Shentel in the Former nTelos Service Area. As of the Closing, except as contemplated by Section 6.1, there will be no investigations, inquiries, enforcement proceedings, orders or other actions pending (or, to the Knowledge of Shentel, threatened) by the FAA, the FCC or any similar Governmental Entity with respect to the License have been timely filed FCC Licenses or the time period for such filing has not lapsedconduct of the business. (d) As of the Effective Time, there will be no pending or planned application by Shentel or any Shentel Entity to modify any FCC License. To Seller's knowledgeAs of the Effective Time, all such documents filed since except as listed in Section 5.3(d) of the date Shentel Disclosure Schedule, neither Shentel nor any Shentel Entity will have (i) entered into any field-strength agreements or otherwise granted any Interference Consents with respect to any of the spectrum that is the License was issued to Seller are correct in all material respects. All amounts owed to subject of any of the FCC in connection Licenses or (ii) waived or relinquished any right or claim with respect to any of the License have been timely paidspectrum that is the subject of any FCC License. (e) As of the Effective DateTime, except as listed in Section 5.3(e) of the facilities Shentel Disclosure Schedule, neither Shentel nor any Shentel Entity will lease or license any FCC Licenses to or from any Person (other than leases solely among Shentel and/or any Shentel Entity). (f) As of the Effective Time, no Shentel Entity or any Affiliate thereof will have entered into any obligation, agreement, arrangement or understanding to Transfer the FCC Licenses. (g) As of the Effective Time, all build out and coverage requirements under 47 C.F.R. § 24.203 or § 27.14(o) in respect of the FCC Licenses subject to those rules that have become due will have been satisfied in full and on a timely basis, and certification of such buildout, coverage and substantial service will have been made to the License for which certification or notification of completion of construction has been filed with the FCC are not operatingFCC.

FCC Matters. (a) The license attached hereto as Seller validly holds the Seller Licenses, permits and authorizations set forth on Exhibit A is a true A-1. True and correct copy complete copies of the LicenseLicenses have been delivered to Purchaser. There is no other condition, to condition outside of the knowledge ordinary course imposed on any of Seller, imposed the Licenses by the FCC as part of the License except those that is neither are either set forth on the face of the License Licenses, as issued by the FCC, or are contained in the FCC rules Rules applicable generally to the licenses stations of the type, nature and class or location of the License. No other licenses or stations identified by the call signs listed on Exhibit A. The Licenses constitute all authorizations are required from the FCC necessary or required for and/or used in the operations operation of facilities in compliance with the License on the Seller Channels in the market area areas identified on Exhibit A as of the Effective Date. The applications related to the Licenses that are listed on Section 3.4(a-1) of the Disclosure Schedule are all of the applications of the Seller that are now pending at the FCC regarding the Licenses. Except as otherwise explicitly set forth in on Section 3.5 below3.4(a-2) of the Disclosure Schedule, no Person other than Seller Seller, or the applicable Lessor, has any right, title, interest or claim in or to the LicenseLicenses. The License has Licenses have been granted to Seller Seller, or the applicable Lessor, by Final Order and is are (and will be on the Closing Date) in full force and effect. (b) Excluding Except for proceedings applying generally to the proceedings in WT Docket No. 03-66BRS/EBS industry, there is not pending or, to the knowledge of Seller, threatened against Seller or the License before the FCC or any other Governmental Authority Licenses any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, any of the LicenseLicenses, (ii) seeks the imposition of any modification or amendment with respect thereofto any of the Licenses, (iii) which would adversely affect the ability of Seller to consummate the Transactions, Transactions or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the LicenseLicenses. To Seller's knowledge there There are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. There is no unsatisfied adverse FCC order or ruling outstanding against Seller that could have an affect on the Licenses, any Lessor with respect to the underlying FCC Licenses or any of the Licenses. Neither Seller nor any Lessor is a party to any complaint or proceeding at the FCC regarding any of the Licenses. (c) Other than under the Interference Agreements listed Except as set forth in Exhibit E hereto, Seller has not located, in a search of its readily available records as Section 3.4(c) of the Effective DateDisclosure Schedule, neither Seller nor, to Seller's knowledge, any other written agreements Lessor has agreed to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the License Licenses and/or Seller Channels, and, to Seller's knowledge, and no other such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller or, to Seller's knowledge, any Lessor with respect to their respective facilities. (d) To Seller and, to Seller's knowledge, Seller is all Lessors are in compliance with all applicable Laws except for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on any of the License Licenses, the Leases or on Seller's ability to consummate the Transactions. To Since the filing of the initial application for the Licenses, Seller and, to Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller has all Lessors have complied in all material respects with FCC Laws Rules applicable to the LicenseLicenses, including without limitation the Communication Act of 1934, as amendedamended except for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on any of the Licenses, the Leases or on Seller's ability to consummate the Transactions. Since the issuance of the LicenseLicenses, Seller has not received a notice and, to Seller's knowledge, all Lessors have complied in all material respects with all of the terms and conditions of the Licenses except for any non-compliance from that, individually or in the FCC. To aggregate, will not have a material adverse effect on the Licenses or on Seller's knowledge ability to consummate the Transactions. Except as otherwise explicitly set forth on Section 3.4(d) of the Disclosure Schedule, the Licenses are free and clear of all Liens and are unimpaired by any acts or omissions of Seller or, to Seller's knowledge, any Lessor, their respective, its agents, assignees and licensees. All material documents required to be filed at any time by Seller or any Lessor with the FCC with respect to the License Licenses have been timely filed or the time period for such filing has not lapsed. To Seller's knowledge, all All such documents filed with respect to the Licenses since the date that the License was Licenses were issued to Seller or since Seller became the lessee of the Leases are correct in all material respectsrespects as of the date of their filing. All amounts owed to the FCC in connection with the License Licenses have been timely paid. (e) As The facilities subject to the Licenses for which certification of completion of construction had been filed with the FCC were operating in material compliance with the Licenses therefor and the FCC Rules, until after the January 10, 2005 effective date of the Effective Datenew rules adopted in FCC Docket 03-66, which permit the deconstruction of stations without risk to the underlying FCC license. Neither Seller nor any Lessor is transmitting from or otherwise operating any facility that is not the subject of a license of the FCC. None of the facilities subject to the License for Licenses is (a) authorized pursuant to an authorization which certification is subject to challenge before the FCC or any court of competent jurisdiction or (b) subject to any lease, sublease or any agreement to make it available to a third party. None of the facilities subject to the Licenses is operating pursuant to special temporary or developmental authority. (f) Exhibit A-3 sets forth a true and complete list of the following information in relation to each of the Tower Leases and Subleases: (i) the expiration date of such Tower Lease or Sublease, (ii) the name of the lessee or other counterparty to such Tower Lease or Sublease, (iii) the address or location of the leased premises or Tower Site, and (iv) the monthly, quarterly or annual rent, as applicable, payable under such Tower Sublease. Except as set forth on Section 3.4(f) of the Disclosure Schedule, to the knowledge of Seller, all of the Towers located on the Tower Sites are obstruction-marked and lighted to the extent required by, and in accordance with, the rules and regulations of the Federal Aviation Administration (the "FAA") and the FCC Rules. To the knowledge of Seller, appropriate notification of completion of construction has been filed to the FAA and registration with the FCC are not operatinghas been made for each Tower located on the Tower Sites and owned, leased or used by Seller where required by the rules and regulations of the FAA or the FCC Rules, as applicable.

FCC Matters. (a) The license attached hereto as Exhibit A is a true and correct copy Section 4.30(a) of the License. There is no other condition, to the knowledge of Seller, imposed Company Disclosure Schedules lists all FCC Licenses held by the Company or its Subsidiaries, and with respect to each FCC as part License, the licensee name, description of the License that is neither set forth type of license and current expiration date. Such 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 Business. The FCC Licenses are not subject to any condition except for those conditions appearing on the face of the License FCC Licenses, in the FCC’s rules, in the orders issued by the FCC addressing waivers and extensions of the FCC’s rules granted to the Licensee, and in the FCC order finding the Licensee in compliance with its obligations under 47 C.F.R. § 90.353(d), and to the extent that such conditions are material to the effectiveness of the license and not disclosed in the above, such conditions have been disclosed on Section 4.30(a) of the Company Disclosure Schedules. Except as issued disclosed on Section 4.30(a) of the Company Disclosure Schedules, (i) the FCC Licenses are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired, (ii) there is no pending or, to the Company’s Knowledge, threatened action by or before the FCC to revoke, suspend, cancel, rescind or modify any of the FCC Licenses (other than proceedings relating to FCC rules of general applicability), (iii) there is no order to show cause, notice of violation, notice of apparent liability, or notice of forfeiture or complaint pending or, to the Company’s Knowledge, threatened against the Company Entities by the FCC, or contained (iv) each of the Company Entities is in compliance in all material respects with the FCC rules applicable generally to Licenses, the licenses Communications Act and the rules, regulations and policies of the typeFCC, nature (v) all material reports and class or location filings required to be filed with, and all regulatory fees required to be paid to, the FCC by any of the LicenseCompany Entities have been timely filed and paid, and (vi) all such reports and filings are accurate and complete in all material respects. No other licenses or authorizations FCC Licenses are required from the FCC for the operations of facilities in compliance with the License on the Seller Channels in the market area as of the Effective Date. Except as set forth in Section 3.5 below, no Person other than Seller has any right, title, interest or claim in or to the License. The License has been granted to Seller held by Final Order and is in full force and effectHoldings. (b) Excluding Section 4.30(b) of the proceedings in WT Docket NoCompany Disclosure Schedules describes all applications, waivers, petitions, requests and evidence of build-out compliance filed by the Company Entities (the “FCC Applications”) that are pending at the FCC. 03-66The FCC Applications have been timely filed, there is not pending or, and to the knowledge of Seller, threatened against Seller or the License before the FCC or any other Governmental Authority any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (iCompany’s Knowledge and except as indicated in Section 4.30(b) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, the License, (ii) seeks the imposition of any modification or amendment with respect thereof, (iii) which would adversely affect the ability of Seller to consummate the Transactions, or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the License. To Seller's knowledge Company Disclosure Schedules, there are no facts or circumstances existing relating to any of the Company Entities that would give rise or might reasonably be expected to, under the Communications Act and the existing rules, regulations and policies of the FCC, (i) result in the FCC’s refusal to grant any of the FCC Applications, (ii) materially delay obtaining the grants of the FCC Applications or (iii) cause the FCC to impose an adverse material condition or conditions on its granting of any of the FCC Applications. The Company Entities have no reason to believe that such applicationextensions and waivers will not be granted. The Company Entities have shared all correspondence from the FCC since December 31, action2019 to the Company Entities and to the advisers of the Company Entities in respect of the FCC Applications, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authorityexception of automatically-generated reminder notices regarding renewal and build out deadlines. (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as Section 4.30(c) of the Effective DateCompany Disclosure Schedules describes all FCC Applications that the Company currently intends to file to support the Business, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the License and/or Seller Channels, and, to Seller's knowledge, no other such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller with respect to their respective facilities. (d) To Seller's knowledge, Seller is in compliance with all applicable Laws except for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on the License or on Seller's ability to consummate the Transactions. To Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller has complied in all material respects with FCC Laws applicable to the License, including without limitation the Communication Act of 1934, as amended. Since the issuance of the License, Seller has not received a notice of non-compliance from the FCC. To Seller's knowledge all material documents required to be filed at any time by Seller with than the FCC with respect to the License have been timely filed or the time period for such filing has not lapsed. To Seller's knowledge, all such documents filed since the date that the License was issued to Seller are correct in all material respects. All amounts owed to the FCC in connection with the License have been timely paidTransfer Applications. (e) As of the Effective Date, the facilities subject to the License for which certification or notification of completion of construction has been filed with the FCC are not operating.

FCC Matters. (a) The license attached hereto as Exhibit A is a true and correct copy FCC Licenses have been identified to Purchaser prior to the date of this Agreement. For each FCC License, Schedule 1D sets forth (i) the FCC Registration Number or name of the Licenselicensee and, if applicable, the lessee, (ii) FCC call sign, license number or other license identifier, (iii) the geographic area for which Sellers and their Affiliates are authorized to provide service, (iv) current expiration date, (v) frequency block (except for microwave licenses) and (vi) where applicable, the relevant market and service designations used by the FCC. The FCC Licenses include all licenses and authorizations issued by the FCC that are used in the Business as it is presently conducted on the date hereof. There is no other condition, to condition outside of the knowledge ordinary course imposed on any of Seller, imposed the FCC Licenses by the FCC as part (including any condition on the grant of the License a renewal application) that is neither set forth not disclosed on the face of the reference copy of the FCC License as issued by in the FCC’s Universal Licensing System database; provided that ordinary course shall include any condition described in any federal statutes, FCC regulations, orders or contained in the FCC rules applicable similar sources that applies generally to the FCC licenses of the type, nature and class or location applicable radio service. (b) Schedule 1D sets forth a list of each leased FCC License that will be assigned as part of the LicenseTransferred Assets (the “Leases”). Sellers and the Seller Entities are not, nor, to the Knowledge of Sellers, is any other party to any of the material Leases, in breach or default under the Leases, and any material breach or default that has been asserted by such other party has been waived, cured or otherwise settled. Sellers and the Seller Entities have not, nor has any other party to any of the Leases claimed in any written statement that the counterparty is in breach or default under the Leases and any past breach or default has been waived, cured or otherwise settled. For purposes of this Section 3.9(b), any breach of a payment obligation shall be deemed material. No other licenses party to any Lease has claimed in writing, and no party has threatened, in any written statement to Sellers or authorizations are required from any of their Affiliates that the FCC party has a right to terminate any Lease at any time or to seek damages against Sellers or any of their Affiliates for the operations an alleged violation, breach or default by any such Person of facilities in compliance with the License on the Seller Channels in the market area as of the Effective Dateany Lease. Except as set forth in Section 3.5 belowon Schedule 1D, no Person other than Seller has any right, title, interest or claim in or none of the Transferred Assets is subject to the License. The a Lease. (i) Each FCC License and Lease has been granted approved by the FCC to Seller be held by Final Order the licensee and, if applicable, lessee listed on Schedule 1D, is valid and is in full force and effect. , and has not been suspended, revoked, cancelled, terminated or forfeited or adversely modified; (bii) Excluding the proceedings in WT Docket No. 03-66, there is not no proceeding pending before the FCC (and no pending judicial review of such a proceeding) or, to the knowledge Knowledge of SellerSellers, threatened against Seller or the License before the FCC or any other Governmental Authority any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, the License, (ii) seeks the imposition of any modification or amendment with respect thereof, (iii) which would adversely affect the ability of Seller to consummate the Transactions, or (iv) seeks the payment of by a fine, sanction, penalty, damages or contribution in connection with the use of the License. To Seller's knowledge there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants Person with respect to the License and/or Seller Channelsany FCC License, andLease, to Seller's knowledge, no other such licensees, permittees Sellers or applicants have agreed to accept electromagnetic interference from Seller with respect to their respective facilities. (d) To Seller's knowledge, Seller is in compliance with all applicable Laws except for any non-compliance of Sellers’ Affiliates that, individually or in the aggregate, will not have a material are reasonably likely to result in the suspension, revocation, cancellation, termination, forfeiture, or adverse effect on the modification of any FCC License or on Seller's ability Lease; and (iii) to consummate the Transactions. To Seller's knowledgeKnowledge of Sellers, since no event, condition or circumstance would preclude any FCC License from being renewed in the grant ordinary course (to the extent that such FCC License or Lease is renewable by its terms). (d) The licensee of each FCC License and the lessee of each Lease is in material compliance with the terms of the Seller's most recent renewal application rules, regulations and orders of the FCC (the “FCC Rules”) and any other Laws that apply to or that are contained in, each FCC License and the FCC Licenses underlying the Leases and has timely fulfilled and performed all of its material obligations with respect thereto, including all reports, notifications and applications to the FCC). Sellers have provided Purchaser with access to copies of each such report, including ownership reports and regulatory fee filings, filed in the last three (3) years, with the exception of those reports that are available in their entirety in the FCC’s Universal Licensing System database. Sellers have not incurred, or if incurred Sellers have fully discharged, any fine, charge or other liability resulting from any noncompliance prior to the Closing relating to such reports. Sellers have timely made the payment of all regulatory fees, contributions to the Universal Service Fund, the TRS Fund and all other such funds to which contributions are required by the FCC Rules. (e) Except for structures that do not require registration, each of the antenna structures used for the License, Seller has complied in all material respects with FCC Laws applicable to the License, including without limitation the Communication Act of 1934, as amended. Since the issuance operation of the License, Seller FCC Licenses and Leases has not received a notice of non-compliance from the FCC. To Seller's knowledge all material documents required to be filed at any time by Seller been registered with the FCC by Sellers or the licensee or lessee Affiliate, or, in the case of structures where Sellers or one of their Affiliates is the lessee of the structure, to the Knowledge of Sellers, by the lessor, or an Affiliate of the lessor, of the structure. (f) All of the currently operating cell sites and microwave paths of the Sellers and their Affiliates relating to the Business, in respect of which a filing with the FCC was required, have been constructed and are currently operated in all respects as represented to the FCC in currently effective filings, and modifications to such cell sites and microwave paths have been preceded by the submission to the FCC of all required filings. (g) There is no debt existing, outstanding or owing to the FCC or any Governmental Authority with respect to the License have been timely filed FCC Licenses or the time period for such filing has not lapsedLeases. To Seller's knowledge, all such documents filed since the date that the License was issued to Seller No amounts are correct in all material respects. All amounts owed due and owing to the FCC in connection by reason of the ownership or operation pursuant to the FCC Licenses or Leases and all fees and contributions required to be paid to the FCC by Sellers or their Affiliates with respect to the License FCC Licenses or Leases have been timely paid. (eh) As No payments to the FCC or the United States Treasury for or with respect to any FCC License or Lease, including annual regulatory fee payments for the FCC Licenses and Leases assessed under Section 1.1152 of the Effective DateFCC Rules are due or are overdue. There is no payment owed to the FCC, the facilities United States Treasury or any other Governmental Authority with respect to any FCC License or Lease. (i) None of the FCC Licenses has been modified by Sellers or their Affiliates in any respect, including through disaggregation and/or partition, and there is no pending or planned application by Sellers or their Affiliates to modify any FCC License. (j) No FCC License or Lease is subject to the a condition or situation that could reasonably be expected to place such FCC License for which certification at risk of revocation, cancellation, termination, modification, non-renewal, suspension or notification of completion of construction has been filed with the FCC are not operatingforfeiture.

FCC Matters. Throughout the Term of this Agreement and the term of this Agreement: (ai) The license attached hereto as Licensee holds, and is fully qualified in all respects to hold, the FCC Licenses set forth and described on Exhibit A is a true and correct copy A, which sets forth the name of the Licenselicensee, the FCC call sign, the Channels, the Market Area, the number of Households and the number of CPOPs. There The Licenses constitute all of the licenses, permits and authorizations from the FCC that are necessary or required for and/or used in the operations of Licensee in the Market Area. To the best knowledge of Licensee, all information set forth in such Schedule is no other condition, complete and accurate in all respects. Except for Pending Applications (as defined in the Spectrum Agreement) filed prior to the knowledge of Seller, imposed Effective Date and those modifications that have been granted by the FCC as part prior to the Effective Date, neither Licensee nor any of its Affiliates have modified or sought to have modified any License. (ii) Licensee holds all of the License that is neither Licenses set forth on Exhibit A and such Licenses are free and clear of all Liens (except for the face rights of first refusal set forth on Schedule 11(e)(ii)). None of the License Licenses set forth such schedule are subject to CCI Rights (as issued by the FCC, or contained defined in the FCC rules applicable generally Spectrum Agreement) or are otherwise subject to the licenses terms of the type, nature and class or location of the License. No other licenses or authorizations are required from the FCC for the operations of facilities in compliance with the License on the Seller Channels Clearwire Agreement (as defined in the market area as of the Effective Date. Spectrum Agreement). (iii) Except as set forth in Section 3.5 belowon Schedule 11(e)(iii), no Person other than Seller has any right, title, interest or claim in or to the License. The License has been granted best knowledge of Licensee, (i) the grant, renewal or assignment of the Licenses to Seller the existing licensee thereof was approved by Final Order the FCC by final order and is the Licenses are validly issued and in full force and effect. ; (bii) Excluding the proceedings in WT Docket No. 03-66except with respect construction permit extension requests, there is not no Proceeding pending or, to the knowledge of Seller, threatened against Seller or the License before the FCC or any other Governmental Authority any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, the License, (ii) seeks the imposition of any modification or amendment threatened with respect thereof, to any License; (iii) which would adversely affect the ability of Seller to consummate the Transactions, or (iv) seeks the payment of Licensee and its Affiliates have made on a fine, sanction, penalty, damages or contribution in connection with the use of the License. To Seller's knowledge there are no facts or circumstances existing that would give rise timely basis all payments to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants applicable Government Agency with respect to the License and/or Seller ChannelsLicenses, andincluding 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 broadcast signals; and (iv) Licensee is otherwise in compliance with the requirements of the compulsory copyright license described in Section 111 of the Copyright Act and with all applicable rules and regulations of the Copyright Office.. (iv) Except as set forth on Schedule 11(e)(iv), to Seller's knowledgethe best knowledge of Licensee, no all Pending Applications (as defined in the Spectrum Agreement) have been timely filed, and the FCC has not notified any of Licensee that any of the Pending Applications is subject to denial due to lack of timely filing or other such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller with respect to their respective facilitiesdefect. (dv) To Seller's knowledgeExcept as set forth on Schedule 11(e)(v), Seller is in compliance with all applicable Laws except for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on the License or on Seller's ability to consummate the Transactions. To Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller has complied in all material respects with FCC Laws applicable to the Licensebest knowledge of Licensee, including without limitation the Communication Act of 1934, as amended. Since the issuance of the License, Seller has not received a notice of non-compliance from the FCC. To Seller's knowledge all material documents required to be filed at any time by Seller with the FCC with respect to the License have been timely filed or the time period for such filing has not lapsed. To Seller's knowledge, all such documents filed since the date that the License was issued to Seller are correct in all material respects. All amounts owed to the FCC in connection with the License have been timely paid. (ei) As of the Effective Date, the facilities subject to the a License for which a certification or notification of completion of construction has been filed with the FCC ("Constructed Facilities") are operating, and have been operating, in material compliance with the License therefore, the Communications Act and FCC Rules, (ii) Licensee is not operatingtransmitting from or otherwise operating any Constructed Facility that is not the subject of an License, (iii) none of the Constructed Facilities subject to a License (A) is authorized pursuant to an authorization which is subject to challenge before any court of competent jurisdiction or (B) other than as set forth on Schedule 11(e)(v), is subject to any lease, sub-lease or any agreement to make it available to a third party; (iv) no License is subject to a revocation proceeding; and (v) no Constructed Facilities are operating pursuant to special temporary or developmental authority. (vi) Except as set forth on Schedule 11(e)(vi), to the best knowledge of Licensee, Licensee's licensed ITFS facilities are being operated, and Licensee's operations and activities pursuant to any Licenses are being conducted, in compliance with (A) the Communications Act, (B) the terms and conditions of the Licenses applicable to them, and (C) the FCC Rules. (vii) Except as set forth Schedule 11(e)(vii), to the best knowledge of Licensee, all FCC Reports and fees required to be filed by each Licensee with the FCC with respect to the Licenses and they have been timely filed. All FCC Reports filed by any of Licensee are complete and correct in all material respects.

FCC Matters. (a) 3.9.1. Seller holds the FCC Licenses listed as held by Seller on SCHEDULE 2. 1.1. The license attached hereto as Exhibit A is a true and correct copy FCC Licenses constitute all of the License. There is no other conditionlicenses, to the knowledge of Seller, imposed by the FCC as part of the License that is neither set forth on the face of the License as issued by the FCC, or contained in the FCC rules applicable generally to the licenses of the type, nature permits and class or location of the License. No other licenses or authorizations are required from the FCC that are required for the business and operations of facilities in compliance with the License on the Seller Channels in the market area Stations as of the Effective Date. Except as set forth in Section 3.5 below, no Person other than Seller has any right, title, interest or claim in or to the Licensecurrently operated. The License has been granted to Seller by Final Order FCC Licenses are valid and is in full force and effect. (b) Excluding effect through the proceedings in WT Docket No. 03-66dates set forth on SCHEDULE 2.1.1, there is not pending or, to the knowledge of Seller, threatened against Seller or the License before the FCC or unimpaired by any other Governmental Authority any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, the License, (ii) seeks the imposition of any modification or amendment with respect thereof, (iii) condition which would adversely affect the ability of Seller reasonably be likely to consummate the Transactions, or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the License. To Seller's knowledge there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the License and/or Seller Channels, and, to Seller's knowledge, no other such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller with respect to their respective facilities. (d) To Seller's knowledge, Seller is in compliance with all applicable Laws except for any non-compliance thathave, individually or in the aggregate, will not a Material Adverse Effect. Except as set forth in SCHEDULE 3.9, no application, action or proceeding is pending for the renewal or modification of any of the FCC Licenses, and, except for actions or proceedings affecting radio broadcast stations generally, no application, complaint, action or proceeding is pending or, to Seller's Knowledge, threatened that may result in the (a) the revocation, modification, non-renewal or suspension of any of the FCC Licenses, (b) the issuance of a cease-and-desist order, or (c) the imposition of any administrative or judicial sanction with respect to the Stations. Seller has no Knowledge of any facts, conditions or events relating to Seller or the Stations that would reasonably be expected to cause the FCC to deny the assignment of the FCC Licenses as provided for in this Agreement. 3.9.2. Seller has duly and timely filed, or caused to be filed with the appropriate Governmental Authorities all material reports, statements, documents, registrations, filings or submissions with respect to the operations of the Stations in the Five Station Group and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed to the extent the failure to so file could reasonably be expected to have a material adverse effect on the License or on Seller's ability to consummate the TransactionsMaterial Adverse Effect. To Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller has All such filings complied in all material respects with FCC Laws applicable laws when made and no material deficiencies have been asserted with respect to any such filings. Except as disclosed in SCHEDULE 3.9, there are no facts or circumstances relating to Seller or the LicenseStations arising from noncompliance with the Communications Act, including without limitation or the Communication Act of 1934rules, as amended. Since the issuance regulations or written policies of the License, FCC in effect on the date of this Agreement that could reasonably be expected to (a) disqualify Seller has not received a notice from assigning the FCC Licenses to Buyer or (b) prevent or delay the consummation by Buyer of non-compliance from the FCCtransactions contemplated by this Agreement. The Stations have been operated in all material respects in accordance with the terms of the FCC Licenses. To Seller's knowledge all material documents required to be filed at any time by Seller Knowledge, with the FCC exception of operations set forth in SCHEDULE 3.9, and with respect to the License have been timely filed or further exception of such temporary reduced power operations as are necessary for routine maintenance, each Station operates within the time period for such filing has not lapsedoperating power tolerances specified in 47 C.F.R. Section 73.1560(b). To Seller's knowledgeKnowledge, all such documents filed since the date that the License was issued to Seller are correct in all material respects. All amounts owed no other broadcast station or radio communications facility is causing interference to the Stations' transmissions beyond that which is allowed by FCC in connection with the License have been timely paidrules and regulations. (e) As of the Effective Date, the facilities subject to the License for which certification or notification of completion of construction has been filed with the FCC are not operating.

FCC Matters. (a) The license attached hereto as Exhibit A is a true At the Closing, Seller shall be the authorized and correct copy legal holder of the LicenseSeller License and such License shall be valid and in full force and effect. There is Prior to the Closing, all Consents shall have been obtained, and such Consents shall be in full force and effect, and no other conditionperson shall have objected to the grant of the Consents. Except for proceedings affecting the PCS industry generally, to the knowledge of Seller, imposed by the FCC as part of the License that is neither set forth on the face of the License as issued by the FCC, or contained in the FCC rules applicable generally to the licenses of the type, nature Seller and class or location of the License. No other licenses or authorizations are required from the FCC for the operations of facilities in compliance with the License on the Seller Channels in the market area as of the Effective Date. Except as set forth in Section 3.5 below, no Person other than Seller has any right, title, interest or claim in or to the License. The License has been granted to Seller by Final Order and is in full force and effect. (b) Excluding the proceedings in WT Docket No. 03-66its Affiliates, there is not pending or, to the knowledge of Seller, or threatened against Seller or the Seller License before the FCC or any other Governmental Authority any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, the Seller License, (ii) seeks the imposition of any modification or amendment with respect thereof, (iii) which would adversely affect the ability of Seller to consummate the Transactions, . Since Seller or (iv) seeks its Affiliates became the payment of a fine, sanction, penalty, damages or contribution in connection with the use licensee of the Seller License. To Seller's knowledge there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of and its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the License and/or Seller Channels, and, to Seller's knowledge, no other such licensees, permittees or applicants Affiliates have agreed to accept electromagnetic interference from Seller with respect to their respective facilities. (d) To Seller's knowledge, Seller is in compliance complied with all applicable Laws except for any non-compliance that, individually or in the aggregate, has not or will not have a material adverse effect on the Seller License or on Seller's ’s ability to consummate the Transactions. To Seller's knowledge, since Since Seller or its Affiliates became the grant licensee of the Seller's most recent renewal application for the Seller License, Seller has and its Affiliates have complied in all material respects with FCC Laws applicable to the Seller License. Since Seller or its Affiliates became the licensee of the Seller License, including without limitation Seller and its Affiliates have complied in all material respects with all of the Communication terms and conditions of the Seller License. To Seller’s and its Affiliates’ knowledge, the Seller License is not subject to any conditions other than those appearing on its face and those imposed by the Communications Act of 1934, as amended. Since , and the issuance rules, regulations and policies of the License, Seller has not received a notice of non-compliance from the FCCFCC (“FCC Law”). To Seller's knowledge all material documents required to be filed at any time by Seller with the FCC with respect to the License have been timely filed or the time period for such filing has not lapsed. To Seller's knowledge, all such documents filed since the date that the License was issued to Seller are correct in all material respects. All amounts owed to the FCC in connection with the License have been timely paid. (e) As A copy of the Effective Date, the facilities subject to the License for which certification or notification of completion of construction has been filed with the FCC are not operating.current license is attached hereto (Schedule1)..

FCC Matters. (a) The license attached Schedule 4.16 hereto as Exhibit A is sets forth a true complete and correct copy accurate list of the LicenseFCC Licenses. There is no other condition, to The authorized holder and the knowledge expiration date of Seller, imposed by the term of each of the FCC Licenses is shown on Schedule 4.16 hereto. Except as part of the License that is neither may be set forth in Schedule 4.16, the FCC Licenses, without material exception, (i) are in full force and effect in accordance with the Communications Act and their respective terms and not subject to any conditions other than those applicable to broadcast licenses generally or as otherwise disclosed on the face of the License as issued by FCC Licenses in Schedule 4.16 hereto and (ii) include all of the licenses, permits and authorizations used in or required for the operation of the Station under the Communications Act. The Sellers know of no fact or circumstance that would, under the Communications Act, disqualify, preclude or materially delay the FCC’s approval of the assignment of the FCC Licenses to the Purchaser, assuming the Purchaser is fully qualified as the assignee of the FCC Licenses. There are no actions, proceedings, complaints, orders to show cause, notices of apparent liability, notices of forfeiture, claims, or contained in the FCC rules applicable generally to the licenses of the type, nature and class or location of the License. No other licenses or authorizations are required from the FCC for the operations of facilities in compliance with the License on the Seller Channels in the market area as of the Effective Date. Except as set forth in Section 3.5 below, no Person other than Seller has any right, title, interest or claim in or to the License. The License has been granted to Seller by Final Order and is in full force and effect. (b) Excluding the proceedings in WT Docket No. 03-66, there is not investigations pending or, to the knowledge of SellerSellers’ Knowledge, threatened threatened, against Seller or the License before the FCC or any other Governmental Authority any application, action, petition, objection or other pleadingSellers, or any proceeding with the FCC or any other Governmental Authorityofficer, which (i) questions or contests the validity ofdirector, or seeks the revocation, forfeiture, non-renewal or suspension of, the License, (ii) seeks the imposition of any modification or amendment with respect thereof, (iii) which member thereof that would adversely affect impair the ability of Seller the Sellers to consummate assign the Transactions, FCC Licenses to the Purchaser or (iv) seeks which would impede in any material respect the payment of a fine, sanction, penalty, damages Sellers’ ability to prosecute the application for the FCC Consent or contribution in connection with seek the use grant of the License. To Seller's knowledge there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants Consent with respect to the License and/or Seller ChannelsStation. Except as may be noted in Schedule 4.16 hereto, and(i) each Station is licensed by the FCC to operate, and is operating in all material respects, with the facilities authorized by its FCC Licenses; and (ii) there is not, pending, or to Seller's knowledgethe Knowledge of the Sellers threatened, no any action or proceeding by or before the FCC to revoke, suspend, terminate, cancel, rescind or modify (including a reduction in coverage area) any of the FCC Licenses (other such licenseesthan rulemaking proceedings affecting the broadcast industry generally) or refuse to renew the FCC Licenses, permittees and there is not now issued or applicants have agreed outstanding, or to accept electromagnetic interference from Seller the Knowledge of the Sellers pending or threatened, by or before the FCC, any investigation, order to show cause, notice of violation, notice of apparent liability, or notice of forfeiture or complaint against the Sellers with respect to their respective facilities. the Station, other than regularly scheduled license renewal proceedings; and (diii) To Seller's knowledge, Seller is in compliance with all applicable Laws except for any non-compliance that, individually there are no unsatisfied or in the aggregate, will not have a material adverse effect on the License or on Seller's ability to consummate the Transactions. To Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller has complied in all material respects with FCC Laws applicable to the License, including without limitation the Communication Act of 1934, as amended. Since the issuance of the License, Seller has not received a notice of non-compliance from the FCC. To Seller's knowledge all material documents required to be filed at any time otherwise outstanding citations issued by Seller with the FCC with respect to the License have been timely filed or Station. The Station is operating in compliance with the time period for such filing has not lapsed. To Seller's knowledgeFCC Licenses and, all such documents filed since the date that the License was issued to Seller are correct in all material respects, the Communications Act and in a manner that will not adversely affect the FCC Licenses in any material respect. All amounts owed The Sellers are in compliance in all material respects with all requirements of Federal Aviation Administration with respect to the FCC in connection construction and/or alteration of the Station’s antenna structures, and, where required, “no hazard” determinations for each antenna structure have been obtained, and where required, each antenna structure has been registered with the License have been timely paid. (e) As of the Effective Date, the facilities subject to the License for which certification or notification of completion of construction has been filed with the FCC are not operating.FCC

FCC Matters. (a) The license attached hereto as Exhibit A Each USCC Entity listed in Schedule I is a true the exclusive holder of, and correct copy has good title, free and clear of the License. There is no other conditionall Liens, to the knowledge of Seller, imposed by the FCC as part of the License that is neither USCC Assigned License(s) set forth opposite its name on the face of the License as issued by the FCC, or contained in the FCC rules applicable generally to the licenses of the type, nature and class or location of the License. Schedule I. No other licenses or authorizations are required from the FCC for the operations of facilities in compliance with the License on the Seller Channels in the market area as of the Effective Date. Except as set forth in Section 3.5 below, no Person other than Seller the applicable USCC Entity has any right, title, title or interest (legal or claim beneficial) in or to the License. The USCC Assigned License(s) set forth opposite its name on Schedule I. Each USCC Assigned License has been granted to Seller the applicable USCC Entity by Final Order and is in full force and effect. No Person other than such USCC Entity is licensed to use, or otherwise has a right to use, the USCC Assigned Licenses held by such USCC Entity. No USCC Entity or any Affiliate thereof has entered into any obligation, agreement, arrangement or understanding to Transfer the USCC Assigned Licenses or that would adversely affect AWS's ownership or use of the USCC Assigned Licenses after Closing. All Interference Consents with respect to the USCC Assigned Licenses are terminable by either party thereto on not more than 60 days' advance notice. (b) Excluding Except for proceedings affecting the proceedings in WT Docket No. 03-66wireless industry or wireless licenses generally and as set forth on Schedule 4.6(b), there is not pending or, to the knowledge Knowledge of SellerUSCC, threatened against Seller or the License before the FCC any USCC Entity or any other Governmental Authority of the USCC Assigned Licenses, nor does USCC have Knowledge of any basis for, any application, action, complaint, claim, investigation, suit, notice of violation, petition, objection or other pleading, or any proceeding against any USCC Entity or the USCC Assigned Licenses, with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, cancellation, forfeiture, non-renewal or suspension of, any of the LicenseUSCC Assigned Licenses, (ii) or which seeks the imposition of any modification or amendment with respect thereof, (iii) which would adversely affect the ability of Seller to consummate the Transactions, or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of any of the License. To Seller's knowledge there are no facts or circumstances existing that would give rise to USCC Assigned Licenses by any USCC Entity holding such license, except for any such application, action, complaint, claim, investigation, suit, notice of violation, petition, objection or other objection, pleading, or proceeding with the FCC or any other Governmental Authoritythat would not have a USCC Material Adverse Effect. (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the License and/or Seller Channels, and, to Seller's knowledge, no other such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller with respect to their respective facilities. (d) To Seller's knowledge, Seller is in compliance with all applicable Laws except for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on the License or on Seller's ability to consummate the Transactions. To Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller has complied in all material respects with FCC Laws applicable to the License, including without limitation the Communication Act of 1934, as amended. Since the issuance of the License, Seller has not received a notice of non-compliance from the FCC. To Seller's knowledge all All material documents required to be filed at any time by Seller any USCC Entity with the FCC or any other Governmental Authority pursuant to FCC Law with respect to each of the License USCC Assigned Licenses held thereby have been timely filed or the time period for such filing has not lapsed. To Seller's knowledge, all All of such documents filed since the date that the License was issued to Seller filings are complete and correct in all material respects. None of the USCC Assigned Licenses is subject to any conditions other than those appearing on its face and those imposed by FCC Law. All amounts owed to the FCC in connection with the License grant by the FCC of each of the USCC Assigned Licenses have been timely paidpaid and no further amounts are due to the FCC in respect of such USCC Assigned Licenses. Schedule 4.6(c) sets forth and describes all applications in respect of the USCC Assigned Licenses pending or on file with a Governmental Authority; the information contained in each such application is true and complete in all material respects. (d) Except as set forth on Schedule 4.6(d), no USCC Entity or any Affiliate thereof is in conflict with, or in default or violation of, any Laws applicable to any USCC Assigned License (including, rules, regulations and orders regarding implementation of CALEA, E911, number portability, telephone service for the hearing impaired and other FCC Laws), and each has complied in all material respects with the terms and conditions of the USCC Assigned Licenses except where such conflict, default, violation or non-compliance would not have a USCC Material Adverse Effect. No USCC Entity or any Affiliate thereof has received written notice of any formal or informal complaint or order filed against it alleging any material non-compliance by it with respect to any such Laws, in each case to the extent applicable to the USCC Assigned Licenses. Schedule 4.6(d) sets forth all of the written requests made pursuant to the FCC's E911 rules by any local Public Safety Answering Point (PSAP) that have been received by any USCC Entity in respect of the USCC Systems. (e) As Except as set forth on Schedule 4.6(e), all buildout and coverage requirements under 47 C.F.R. 22.946 and 47 C.F.R. 22.947 in respect of the Effective Date, the facilities subject USCC Assigned Licenses have been satisfied in full and certification of such buildout and coverage has been made to the License for which certification or notification of completion of construction has been filed with the FCC are not operatingFCC.

FCC Matters. (a) The license attached hereto Borrower and each of its Subsidiaries has all requisite power and authority and necessary FCC Licenses required under the Communications Act to own and operate its properties and to carry on its businesses as Exhibit A is a true now conducted and correct copy of the License. There is no other condition, as proposed to the knowledge of Seller, imposed by the FCC as part of the License that is neither set forth on the face of the License as issued by the FCC, or contained in the FCC rules applicable generally to the licenses of the type, nature and class or location of the License. No other licenses or authorizations are required from the FCC for the operations of facilities in compliance with the License on the Seller Channels in the market area as of the Effective Date. Except as set forth in Section 3.5 below, no Person other than Seller has any right, title, interest or claim in or to the License. The License has been granted to Seller by Final Order and is in full force and effectbe conducted. (b) Excluding the proceedings Set forth in WT Docket No. 03-66Schedule 4.4 is a complete list, there is not pending or, to the knowledge of Seller, threatened against Seller or the License before the FCC or any other Governmental Authority any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, the License, (ii) seeks the imposition of any modification or amendment with respect thereof, (iii) which would adversely affect the ability of Seller to consummate the Transactions, or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the License. To Seller's knowledge there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as of the Effective Date, any of all FCC Licenses (other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect than auxiliary service licenses and receive only earth stations which are not material to the Core Business of the Borrower and its Subsidiaries) held by the Borrower and its Subsidiaries, and the expiration date thereof. (c) Neither the Borrower nor any of its Subsidiaries, other than the License and/or Seller ChannelsSubsidiaries, and, to Seller's knowledge, no other such licensees, permittees directly owns or applicants have agreed to accept electromagnetic interference from Seller with respect to their respective facilitiesholds any FCC License. (d) To Seller's knowledge, Seller Each Material FCC License which is in compliance with all applicable Laws except required for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on the License or on Seller's ability to consummate the Transactions. To Seller's knowledge, since the grant operation of the Seller's most recent renewal application for the License, Seller has complied in all material respects with FCC Laws applicable to the License, including without limitation the Communication Act of 1934, as amended. Since the issuance business of the License, Seller has not received a notice Borrower or any of non-compliance from the FCC. To Seller's knowledge all material documents required to be filed at any time by Seller with the FCC with respect to the License have been timely filed or the time period for such filing has not lapsed. To Seller's knowledge, all such documents filed since the date that the License was its Subsidiaries is validly issued to Seller are correct a License Subsidiary and in full force and effect, and constitutes in all material respects. All amounts owed , all of the authorization from any Governmental Authority necessary for the operation of such Person's business in the same manner as it is presently conducted and as proposed to the FCC in connection with the License have been timely paidbe conducted. (e) As The Loan Parties have taken all material actions and performed all of their material obligations that are necessary to maintain each Material FCC License without adverse modification or impairment and no event has occurred which (i) results in, or after notice or lapse of time or both would result in, revocation, suspension, materially adverse modification, non-renewal, impairment of value or termination of or any order of forfeiture with respect to, any Material FCC License or (ii) materially and adversely affects or in the future may (so far as the Borrower can now reasonably foresee) materially adversely affect any of the Effective Daterights of the Borrower or any Subsidiary thereof with respect to any Material FCC License. (f) Neither the Borrower nor any of its Subsidiaries is a party to or has knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings (other than proceedings relating to the radio or television industries generally) which could in any manner threaten or adversely affect the validity or continued effectiveness of the Material FCC Licenses. (g) Neither the Borrower nor any of its Subsidiaries has any reason to believe (other than in connection with there being no legal assurance thereof) that any Material FCC License will not be renewed in the ordinary course. (h) None of the FCC Licenses held by a License Subsidiary requires that any present stockholder (other than Xxxxxx), director, officer or employee of the Borrower or any Subsidiary thereof remain a stockholder or employee of such Person, or that any transfer of control of such Person must be approved by any Governmental Authority other than as required by the FCC. (i) The Loan Parties have duly filed in a timely manner all material filings which are required to be filed by the Loan Parties under the Communications Act and are in all material respects in substantial compliance with the Communications Act, including, without limitation, the facilities subject rules and regulations of the FCC relating to the License for which certification broadcast of television signals or notification the operation of completion of construction the Stations. (j) The most recent Ownership Report filed by the Borrower is true, correct and complete in all material respects, and there has been filed with no change in control of the ownership of the Loan Parties or the FCC are not operatingLicenses of the Loan Parties since the most recently filed Ownership Report for any of the Loan Parties other than as disclosed in writing to the Administrative Agent and the Lenders.

FCC Matters. Schedule 4.18 hereto sets forth a list of the FCC Licenses as of the date hereof, together with the expiration date of each of the FCC Licenses. Except as set forth on Schedule 4.18 hereof: (a) The license attached hereto FCC Licenses (i) are in full force and effect in accordance with the Communications Laws and their respective terms and not subject to any conditions other than those applicable to broadcast licenses generally or as Exhibit A is a true and correct copy of the License. There is no other condition, to the knowledge of Seller, imposed by the FCC as part of the License that is neither set forth otherwise disclosed on the face of the License as issued FCC Licenses; (ii) are unimpaired by the FCCany act or omission of any TSG Company or any of their respective officers, directors or contained in the FCC rules applicable generally to the licenses employees; and (iii) include all of the typematerial licenses, nature permits and class authorizations used in or location required for the operation of the License. No other licenses Station or authorizations are required from WLYH under the FCC for the operations of facilities in compliance with the License on the Seller Channels in the market area Communications Laws as of the Effective Date. Except as set forth in Section 3.5 below, no Person other than Seller has any right, title, interest or claim in or to the License. The License has been granted to Seller by Final Order and is in full force and effectcurrently operated. (b) Excluding Seller has delivered to Purchaser true and complete copies of the proceedings in WT Docket NoFCC Licenses, including any and all amendments or other modifications thereto. 03-66There are no pending applications or requests for special temporary authority with respect to the Station or WLYH. Seller knows of no fact or circumstance that would, under the Communications Laws, disqualify, preclude or materially delay the FCC’s approval of the transfer of control of the FCC Licenses to Purchaser, assuming Purchaser is fully qualified as the transferee of the FCC Licenses. (c) Except for regularly scheduled renewal proceedings, there is not pending or, to the knowledge Knowledge of Seller, threatened threatened: (i) any action, proceeding, complaint, order to show cause, notice of apparent liability, notice of forfeiture, claim, or investigatory proceeding against any Seller Subsidiary, or any officer, director, or member thereof, that would materially impair the License ability of the TSG Companies to effectuate the assignments and transfers of control of the FCC Licenses that are to be effected by means of the Interim Asset Transfer and the purchase and sale of the Purchased Interests pursuant to this Agreement; or (ii) any action or proceeding by or before the FCC to revoke, suspend, terminate, cancel, rescind or modify (including a reduction in coverage area) any FCC License (other Governmental Authority than rulemaking proceedings and proceedings affecting the broadcast industry generally) or refuse to renew any application, action, petition, objection or other pleading, or any proceeding with of the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, the License, (ii) seeks the imposition of any modification or amendment with respect thereof, Licenses; or (iii) which would adversely affect the ability of Seller to consummate the Transactions, any proceeding or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the License. To Seller's knowledge there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants investigation outstanding with respect to the License and/or Seller Channels, and, to Seller's knowledge, no other such licensees, permittees Station or applicants have agreed to accept electromagnetic interference from Seller WLYH or any unsatisfied or otherwise outstanding citations issued by the FCC with respect to their respective facilitiesthe Station or WLYH. (iv) The Station and WLYH have complied in all material respects during Seller’s direct or indirect ownership of the Station and WLYH, respectively, during the current license term, with the Communications Laws concerning limits on the duration of advertising in children’s programming, satisfaction of obligations with respect to children’s programming responsive to the educational and information needs of children and the record keeping obligations related thereto. (v) No TSG Company is aware of any act or omission by any TSG Company that could reasonably be expected to result in a refusal by the FCC to renew any of the FCC Licenses for a full term in the normal course upon the timely filing of a complete and properly executed application for renewal and timely payment of all applicable filing fees. (d) To Seller's knowledgeEach of the Station and WLYH, Seller is their respective physical facilities, electrical and mechanical systems and transmitting and studio equipment, including, all of the Station’s and WLYH’s transmitting towers are being and have been operated in all material respects in accordance with the specifications of the FCC Licenses and the Communications Laws. The Operating Companies are in compliance in all material respects with all applicable Laws requirements of the Federal Aviation Administration with respect to the construction and/or alteration of the Station’s and WLYH’s antenna structures, and, where required, “no hazard” determinations for each antenna structure have been obtained, and, where required, each antenna structure has been registered with the FCC. All material reports, forms and documents required to be filed by any TSG Company with the FCC with respect to the Station or WLYH have been filed and are complete and accurate in all material respects as of the date of such filings, except for any non-compliance thatsuch omissions, inaccuracies and failures to file as would not, individually or in the aggregate, will not have a material adverse effect on the License or on Seller's ability to consummate the Transactions. To Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller has complied in all material respects with FCC Laws applicable to the License, including without limitation the Communication Act of 1934, as amended. Since the issuance of the License, Seller has not received a notice of non-compliance from the FCC. To Seller's knowledge all material documents required to be filed at any time by Seller with the FCC with respect to the License have been timely filed or the time period for such filing has not lapsed. To Seller's knowledge, all such documents filed since the date that the License was issued to Seller are correct in all material respects. All amounts owed to the FCC in connection with the License have been timely paidMaterial Adverse Effect. (e) As of the Effective Date, the facilities subject to the License for which certification or notification of completion of construction has been filed with the FCC are not operating.

FCC Matters. (a) The license attached BORROWER STATIONS. (i) Schedule 8.25(a) hereto contains a complete list of the FCC Authorizations of the Companies. Such list correctly sets forth the termination date of each such FCC Authorization. Each such FCC Authorization that is material to the operation of the business of any Borrower Station is validly issued and in full force and effect, and constitutes in all material respects, all of the authorizations from the FCC necessary under the Communications Act for the operation of Borrower's business (including, without limitation, the Borrower Stations) in the same manner as Exhibit A it is a true presently conducted and as proposed to be conducted. Borrower has taken all actions and performed all of its obligations that are necessary to maintain such FCC Authorizations for the Borrower Stations without adverse modification or impairment, and complete and correct copy copies of the LicenseFCC Authorizations of each Borrower Station have been delivered to Agent and Lenders. There is Except as expressly set forth on Schedule 8.25(a), no other conditionevent has occurred which (i) results in, to or after notice or lapse of time or both would result in, revocation, suspension, adverse modification, non renewal, impairment or termination of or any order of forfeiture with respect to, any FCC Authorization for a Borrower Station, or (ii) materially and adversely affects or in the knowledge future may (so far as Borrower can now reasonably foresee) materially adversely affect any of Seller, the rights of Borrower thereunder. No condition has been imposed by the FCC as part of any of the License that FCC Authorizations, which is neither not set forth on the face of the License thereof as issued by the FCC, FCC or contained in the rules and regulations of the FCC rules applicable generally to the licenses stations of the type, nature and class or location type of the License. No other licenses or authorizations are required from the FCC for the operations of facilities in compliance with the License on the Seller Channels in the market area as of the Effective Date. Borrower Stations. (ii) Except as expressly set forth in Section 3.5 belowSchedule 8.25(a), Borrower is not a party to and has no Person knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings (other than Seller has any right, title, interest or claim in or proceedings relation to the Licenseradio industry generally) which would reasonably be expected to in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Authorizations for any Borrower Station. The License Borrower has been granted no reason to Seller believe (other than there (a) will not be renewed in the ordinary course. Borrower has filed in a timely manner all material reports (including, but not limited to, ownership reports), applications, documents, instruments and information required to be filed by Final Order it pursuant to applicable rules and is in full force and effectregulations or requests of every regulatory body having jurisdiction over any of its FCC Authorizations for a Borrower Station. (biii) Excluding the proceedings Except as expressly set forth in WT Docket No. 03-66, there is not pending or, Schedule 8.25 (a) to the best of Borrower's knowledge after due inquiry, none of Seller, threatened against Seller or the License before the FCC or any other Governmental Authority any application, action, petition, objection or other pleading, or any proceeding facilities used in connection with the FCC or any other Governmental Authority, which Borrower's radio broadcasting operations (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension ofincluding without limitation, the License, (ii) seeks the imposition of any modification transmitter and tower sites owned or amendment with respect thereof, (iii) which would adversely affect the ability of Seller to consummate the Transactions, or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution used by Borrower in connection with the use operation of the License. To Seller's knowledge Borrower Stations) violates in any material respect the provisions of any applicable building codes, fire regulations, building restrictions or other governmental ordinances, orders, or regulations and each such facility is zoned so as to permit the commercial uses intended by the owner or occupier thereof and there are no facts outstanding variances or circumstances existing that would give rise to special use permits materially affecting any such application, action, petition, objection of the facilities or other pleading, or proceeding with the FCC or any other Governmental Authorityuses thereof. (civ) Other than under the Interference Agreements listed in Exhibit E hereto, Seller Borrower has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the License and/or Seller Channels, and, to Seller's knowledge, no other such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller with respect to their respective facilities. (d) To Seller's knowledge, Seller is in compliance with all applicable Laws except for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on the License or on Seller's ability to consummate the Transactions. To Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller has complied in duly and timely filed all material respects with FCC Laws applicable to the License, including without limitation the Communication Act of 1934, as amended. Since the issuance of the License, Seller has not received a notice of non-compliance from the FCC. To Seller's knowledge all material documents filings which are required to be filed at any time by Seller with it under the FCC with respect to the License have been timely filed or the time period for such filing has not lapsed. To Seller's knowledge, all such documents filed since the date that the License was issued to Seller are correct in all material respects. All amounts owed to the FCC in connection with the License have been timely paidCommunications Act. (ev) As The execution, delivery and performance of the Effective DateCredit Documents by the Obligors do not require the approval of the FCC. The execution, delivery and performance of the facilities subject to Credit Documents will not result in any violation of the License for which certification Communications Act, and will not cause any forfeiture or notification impairment of completion any of construction has been filed with the FCC are not operatingAuthorizations issued for the operation of any of the Borrower Stations.

FCC Matters. (a) The license attached hereto Each Seller Entity listed in Schedule I is, or will be as Exhibit A is a true and correct copy of the License. There is no other conditionClosing, the exclusive holder of, and has good title, free and clear of all Liens, to the knowledge of Seller, imposed by the FCC as part Seller Assigned License(s) set forth opposite its name on Schedule I. As of the License that is neither Closing, no Person other than the applicable Seller Entity will have any right, title or interest (legal or beneficial) in or to the Seller Assigned License(s) set forth opposite its name on Schedule I. Except as set forth on the face of the License as issued by the FCC, or contained in the FCC rules applicable generally Schedule I with regard to the licenses of the type, nature and class or location of the License. No other any recently acquired licenses or authorizations are required from the FCC for the operations of facilities in compliance with the License on the Seller Channels in the market area any pending applications, as of the Effective DateClosing, each Seller Assigned License will have been granted to the applicable Seller Entity by Final Order and will be in full force and effect. As of the Closing, no Person other than such Seller Entity will be licensed to use, or otherwise has a right to use, the Seller Assigned Licenses held by such Seller Entity, except for Seller’s right to use the Seller Assigned Licenses to provide network transition services in accordance with the Spectrum Manager Lease Agreement to be entered into at Closing. No Seller Entity or any Affiliate thereof has entered into any obligation, agreement, arrangement or understanding to Transfer the Seller Assigned Licenses or that would adversely affect Purchaser’s ownership or use of the Seller Assigned Licenses after Closing. Except as set forth in Section 3.5 belowon Schedule 4.6(a), there are no Person other than Seller has any right, title, interest or claim in or Interference Consents with respect to the License. The License has been granted to Seller by Final Order and is in full force and effectAssigned Licenses. (b) Excluding Except for proceedings affecting the proceedings in WT Docket No. 03-66wireless industry or wireless licenses generally and as set forth on Schedule 4.6(b), there is not pending or, to the knowledge Knowledge of Seller, threatened against any Seller or the License before the FCC Entity or any other Governmental Authority of the Seller Assigned Licenses, nor does Seller have Knowledge of any basis for, any application, action, complaint, claim, investigation, suit, notice of violation, petition, objection or other pleading, or any proceeding against any Seller Entity or the Seller Assigned Licenses, with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, cancellation, forfeiture, non-renewal or suspension of, any of the LicenseSeller Assigned Licenses, (ii) or which seeks the imposition of any modification or amendment with respect thereof, (iii) which would adversely affect the ability of Seller to consummate the Transactions, or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of any of the License. To Seller's knowledge there are no facts Seller Assigned Licenses by Seller or circumstances existing that would give rise to any Affiliate thereof, including any Seller Entity holding such license, except for any such application, action, complaint, claim, investigation, suit, notice of violation, petition, objection or other pleadingobjection, pleading or proceeding with the FCC or any other Governmental Authority.that would not have a Seller Material Adverse Effect. 6 (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the License and/or Seller Channels, and, to Seller's knowledge, no other such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller with respect to their respective facilities. (d) To Seller's knowledge, Seller is in compliance with all applicable Laws except for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on the License or on Seller's ability to consummate the Transactions. To Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller has complied in all material respects with FCC Laws applicable to the License, including without limitation the Communication Act of 1934, as amended. Since the issuance of the License, Seller has not received a notice of non-compliance from the FCC. To Seller's knowledge all All material documents required to be filed at any time by Seller or any Affiliate thereof, including any Seller Entity, with the FCC or any other Governmental Authority pursuant to FCC Law with respect to each of the License Seller Assigned Licenses held thereby have been timely filed or the time period for such filing has not lapsed. To Seller's knowledge, all All of such documents filed since the date that the License was issued to Seller filings are complete and correct in all material respects. None of the Seller Assigned Licenses is subject to any conditions other than those appearing on its face and those imposed by FCC Law. All amounts owed to the FCC in connection with the License grant by the FCC of each of the Seller Assigned Licenses have been timely paidpaid and no further amounts are due to the FCC in respect of such Seller Assigned Licenses. Schedule 4.6(c) sets forth and describes all applications in respect of the Seller Assigned Licenses pending or on file with a Governmental Authority; the information contained in each such application is true and complete in all material respects. (d) Except as set forth on Schedule 4.6(d), neither Seller nor any Affiliate thereof, including any Seller Entity, is in conflict with, or in default or violation of, any Laws applicable to any Seller Assigned License (including, rules, regulations and orders regarding implementation of CALEA, E911, number portability or telephone service for the hearing impaired and other FCC Laws), and each has complied in all material respects with the terms and conditions of the Seller Assigned Licenses except where such conflict, default, violation or non-compliance would not have a Seller Material Adverse Effect. Neither Seller nor any Affiliate thereof, including any Seller Entity, has received written notice of any formal or informal complaint or order filed against it alleging any material non-compliance by it with respect to any such Laws, in each case to the extent applicable to the Seller Assigned Licenses. (e) As Except as set forth on Schedule 4.6(e), all buildout and coverage requirements under 47 C.F.R. 24.203 in respect of the Effective Date, the facilities subject Seller Assigned Licenses have been satisfied in full and certification of such buildout and coverage has been made to the License for which certification or notification of completion of construction has been filed with the FCC are not operatingFCC.

FCC Matters. (ai) The license attached hereto as Exhibit A is a true and correct copy Schedule 3.1(e) correctly sets forth all of the FCC Licenses (other than auxiliary service licenses and receive only earth stations) owned or held by any Subsidiary of the Borrower or their respective Affiliates as of the Closing Date or, upon consummation of any Preapproved Acquisition or Permitted Purchase, to be held by each Loan Party and correctly sets forth the termination date, if any, of each such FCC License. There is no other condition, to the knowledge of Seller, imposed Each FCC License was duly and validly issued by the FCC as part pursuant to procedures which comply with all requirements of applicable law, and neither the Borrower nor any other Loan Party has any knowledge of the License that is neither set forth on occurrence of any event or the face existence of any circumstance which, in the reasonable judgment of the License as issued by the FCCBorrower or any other Loan Party, or contained in the FCC rules applicable generally is likely to lead to the licenses revocation or suspension of the type, nature and class or location of the License. No other licenses or authorizations are required from the any FCC for the operations of facilities in compliance with the License on the Seller Channels in the market area as of the Effective Date. Except as set forth in Section 3.5 below, no Person other than Seller has any right, title, interest or claim in or to the License. The Loan Parties have the right to use all FCC Licenses required in the ordinary course of business for the operation of the Broadcast Stations. Each such FCC License has been granted to Seller by Final Order and is in full force and effect, and each holder thereof is in substantial compliance therewith with no known conflict with the valid rights of others which could reasonably be expected to have a Material Adverse Effect. No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation, termination, modification or restriction of any such FCC License or other right which could reasonably be expected to have a Material Adverse Effect. The Borrower does not directly own or hold any FCC License. (b) Excluding the proceedings in WT Docket No. 03-66, there is not pending or, to the knowledge of Seller, threatened against Seller or the License before the FCC or any other Governmental Authority any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, the License, (ii) seeks The Loan Parties have duly filed in a timely manner all material filings which are required to be filed by the imposition of any modification or amendment with respect thereof, (iii) which would adversely affect the ability of Seller to consummate the Transactions, or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the License. To Seller's knowledge there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. (c) Other than Loan Parties under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the License and/or Seller Channels, and, to Seller's knowledge, no other such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller with respect to their respective facilities. (d) To Seller's knowledge, Seller is in compliance with all applicable Laws except for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on the License or on Seller's ability to consummate the Transactions. To Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller has complied Communications Act and are in all material respects in substantial compliance with the Communications Act, including, without limitation, the rules and regulations of the FCC Laws applicable relating to the License, broadcast of radio and television signals or the operation of the Broadcast Stations. (iii) None of the Facilities (including without limitation limitation, the Communication Act transmitter and tower sites owned or used by the Borrower or any of 1934its Subsidiaries) violate in any material respect the provisions of any applicable building codes, fire regulations, building restrictions or other governmental ordinances, orders or regulations, and each such Facility is zoned so as amended. Since to permit the issuance commercial uses intended by the owner or occupier thereof and there are no outstanding variances or (except as set forth in Schedule 3.1(f)) special use permits materially affecting any of the License, Seller has not received a notice of non-compliance from the FCC. To Seller's knowledge all material documents required to be filed at any time by Seller with the FCC with respect to the License have been timely filed Facilities or the time period for such filing has not lapsed. To Seller's knowledgeuses thereof. (iv) The Ownership Report filed by the Borrower is true, all such documents filed since the date that the License was issued to Seller are correct and complete in all material respects. All amounts owed , and there has been no change in control of the ownership of the Loan Parties or the FCC Licenses of the Loan Parties since the most recently filed Ownership Report for any of the Loan Parties other than as disclosed in writing to the FCC in connection with Agent and the License have been timely paidLenders. (e) As of the Effective Date, the facilities subject to the License for which certification or notification of completion of construction has been filed with the FCC are not operating.

FCC Matters. (a) The license attached hereto as Exhibit A information set forth on Schedule 3.7(a) is a true true, correct, and correct copy complete. True and complete copies of the LicenseLicenses and Leases have been delivered to Purchaser. There is no other condition, to the knowledge of Seller, condition imposed by the FCC as part of any of the License MMDS Licenses, or to the Seller's Actual Knowledge, the ITFS Licenses, that is neither set forth on the face of the License MMDS or ITFS Licenses as issued by the FCC, or FCC nor contained in the FCC rules Rules applicable generally to the licenses stations of the type, nature and class or location of the LicenseStation. No other licenses or The Licenses and the ITFS Licenses, constitute all authorizations are required from the FCC necessary or required for and/or used in the operations of facilities in compliance with the License on the Seller Channels in the market area Business as of the Effective Date. Except as set forth in Section 3.5 belowThe MMDS Licenses, no Person other than Seller has any right, title, interest or claim in or and to the License. The License has Seller's Knowledge, the ITFS Licenses, have been granted to Seller the Company by Final Order and is are (and will be on the Closing Date) in full force and effect. (b) Excluding Except as set forth on Schedule 3.7(b), no application, action or proceeding is pending for the proceedings in WT Docket No. 03-66modification of the MMDS Licenses, there is not pending or, or to the knowledge Seller's Actual Knowledge, the ITFS Licenses. Except for actions or proceedings affecting MMDS and ITFS facilities generally, no application, action or proceeding is pending, or to the Actual Knowledge of SellerSeller and the Company, threatened threatened, against Seller or the License before MMDS Licenses, the FCC ITFS Licenses or any other Governmental Authority any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, Leases which could result in (i) questions or contests the validity ofdenial of an application for renewal for the MMDS Licenses, or seeks to the Seller's Actual Knowledge, the ITFS Licenses, (ii) revocation, forfeiture, non-renewal or suspension ofof the MMDS Licenses, or to the Seller's Actual Knowledge, the License, (ii) seeks the imposition of any modification or amendment with respect thereofITFS Licenses, (iii) which would adversely affect the ability issuance of Seller to consummate the Transactionsa cease-and-desist order, or (iv) seeks the payment imposition of a fine, sanctionany fines, penalty, damages or contribution in connection with other sanctions by a Governmental Authority relating to the use operation of the License. To MMDS Licenses, or to the Seller's knowledge there Actual Knowledge, the ITFS Licenses. There are no facts or circumstances existing that would give rise to any such applicationdenial, actionrevocation, petition, objection suspension or other pleading, or any proceeding with the FCC or any other Governmental Authority. (c) Other Except as set forth on Schedule 3.7(c), no Person other than under the Interference Agreements listed Company has any right, title, interest or claim in Exhibit E heretoor to the MMDS Licenses and, Seller to the Actual Knowledge of the Seller, no person other than the applicable ITFS licencee and the Company has any right, titles, interest or claim in or to the ITFS Licenses. (d) Except as set forth on Schedule 3.7(d), the Company has not located, in a search of its readily available records as of the Effective Date, any other written agreements agreed to accept or allow allowed any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the License and/or Seller ChannelsMMDS Licenses, and, and to the Seller's knowledgeActual Knowledge, the ITFS Licenses and/or Channels. Except as set forth on Schedule 3.7(d), no other such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller the Company with respect to their respective facilities. (de) To Seller's knowledge, Seller The Company is in compliance with all applicable Laws except for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on the License MMDS Licenses, and to the Seller's Actual Knowledge, the ITFS Licenses, or the Leases, or on Seller's or the Company's ability to consummate the Transactions. To Seller's knowledge, since Since the grant filing of the Seller's most recent renewal initial application for the LicenseLicenses, Seller the Company has complied in all material respects with FCC Laws applicable to the LicenseLicenses, including without limitation the Communication Act of 1934, as amended. Since the issuance of the LicenseLicenses, Seller the Company has not received a notice of non-compliance from the FCC. To Seller's knowledge complied in all material documents respects with all of the terms and conditions of the Licenses. Except as set forth in Schedule 3.7(a), the Licenses are free and clear of all Liens and are unimpaired by any acts or omissions of the Company, its agents, assignees and licensees. Except as set forth in Schedule 3.7(a), all material documents, FCC applications and notifications and annual reports required to be filed at any time by Seller the Company with the FCC with respect to the License Licenses have been timely filed or the time period for such filing has not lapsed. To Seller's knowledge, all All such documents filed since the date that the License was Licenses were issued to Seller are correct in all material respects. All amounts owed to the FCC in connection with the License Licenses have been timely paid. (ef) As of the Effective Date, the The facilities subject to the License Licenses for which certification or notification modification of completion of construction has been filed with the FCC are operating and have been operating, without interruption, except where such interruption would not operatingbe material and would not put the Licenses at any risk before the FCC, in material compliance with the Licenses therefore and the FCC Laws. The Company has not deconstructed any station since notifying the FCC that such station was constructed. The Company is not transmitting from or otherwise operating any facility that is not the subject of a license of the FCC. None of the facilities subject to the Licenses, (i) is authorized pursuant to an authorization which is subject to successful challenge before the FCC or any court of competent jurisdiction or (ii) is subject to any lease, sublease or any agreement to make it available to a third party. None of the facilities subject to the Licenses are operating pursuant to special temporary or developmental authority. To the Company's Actual Knowledge, the ITFS Licenses are in compliance with the FCC's educational programming requirements.

FCC Matters. (a) The license attached hereto Borrower and each of its Subsidiaries has all requisite power and authority and necessary FCC Licenses required under the Communications Act to own and operate its properties and to carry on its businesses as Exhibit A now conducted and as proposed to be conducted. (b) Set forth in SCHEDULE 4.4 is a true and correct copy of the License. There is no other conditioncomplete list, to the knowledge of Seller, imposed by the FCC as part of the License that is neither set forth on the face of the License as issued by the FCC, or contained in the FCC rules applicable generally to the licenses of the type, nature and class or location of the License. No other licenses or authorizations are required from the FCC for the operations of facilities in compliance with the License on the Seller Channels in the market area as of the Effective Closing Date. Except as set forth in Section 3.5 below, no Person of all FCC Licenses (other than Seller has any right, title, interest or claim in or auxiliary service licenses and receive only earth stations which are not material to the Core Business of the Borrower and its Subsidiaries) held by the Borrower and its Subsidiaries, and the expiration date thereof, of the Borrower and each of its Subsidiaries. (c) Neither the Borrower nor any of its Subsidiaries, other than the License Subsidiaries, directly owns or holds any FCC License. The . (d) Each Material FCC License has been granted which is required for the operation of the business of the Borrower or any of its Subsidiaries is validly issued to Seller by Final Order a License Subsidiary and is in full force and effect. (b) Excluding the proceedings in WT Docket No. 03-66, there is not pending or, to the knowledge of Seller, threatened against Seller or the License before the FCC or any other Governmental Authority any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, the License, (ii) seeks the imposition of any modification or amendment with respect thereof, (iii) which would adversely affect the ability of Seller to consummate the Transactions, or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the License. To Seller's knowledge there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the License and/or Seller Channels, and, to Seller's knowledge, no other such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller with respect to their respective facilities. (d) To Seller's knowledge, Seller is in compliance with all applicable Laws except for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on the License or on Seller's ability to consummate the Transactions. To Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller has complied in all material respects with FCC Laws applicable to the License, including without limitation the Communication Act of 1934, as amended. Since the issuance of the License, Seller has not received a notice of non-compliance from the FCC. To Seller's knowledge all material documents required to be filed at any time by Seller with the FCC with respect to the License have been timely filed or the time period for such filing has not lapsed. To Seller's knowledge, all such documents filed since the date that the License was issued to Seller are correct and constitutes in all material respects. All amounts owed , all of the authorization from any Communications Regulatory Authority necessary for the operation of such Person's business in the same manner as it is presently conducted and as proposed to the FCC in connection with the License have been timely paidbe conducted. (e) As The Loan Parties have taken all material actions and performed all of their material obligations that are necessary to maintain each Material FCC License without adverse modification or impairment and no event has occurred which (i) results in, or after notice or lapse of time or both would result in, revocation, suspension, materially adverse modification, non-renewal, impairment of value or termination of or any order of forfeiture with respect to, any Material FCC License or (ii) materially and adversely affects or in the future may (so far as the Borrower can now reasonably foresee) materially adversely affect any of the Effective Daterights of the Borrower or any Subsidiary thereof with respect to any Material FCC License. (f) Neither the Borrower nor any of its Subsidiaries is a party to or has knowledge of any investigation, the facilities subject to the License for which certification notice of apparent liability, violation, forfeiture or notification of completion of construction has been filed with the FCC are not operating.other order or complaint issued by or before any court