Common use of FCC Matters Clause in Contracts

FCC Matters. A. A list of the FCC Licenses of the Company is attached as SCHEDULE 4.30. The statements made to the FCC in the applications for the FCC licenses were true and correct at the time made and at the time the FCC issued the FCC Licenses. The FCC Licenses were duly issued by the FCC, are in full force and effect, and contain all the conditions placed upon the entire authorization for each market, except as are found in the rules and regulations of the FCC ("FCC RULES"). The FCC Licenses permit the Company or ART to operate within the service area and on the channels specified. The Company has good and marketable title to the FCC Licenses (subject to FCC Rules on transfers of ownership) free and clear of any mortgage, pledge, lien, security interest, conditional sale agreement, settlement agreements, whether oral or written, claim, encumbrance, or charge of any kind. The Company have fully complied with the terms of all FCC Licenses, representations made to the FCC and the FCC Rules, except where the failure to so comply could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no pending petitions for reconsideration of the grants of the FCC Licenses and the grants of the FCC Licenses have become final orders, no longer subject to reconsideration by the FCC on its own motion or to judicial review. The Company has not been notified of any unresolved protest to the grants of the FCC Licenses or objections by the FCC and, except for FCC rulemaking proceedings, has no reason to believe that the grants of the FCC Licenses will be rescinded or in any way modified. The FCC Rules currently provide that the Company will have exclusive use of the frequencies authorized throughout the designated rectangular geographic area and that the Company will not require prior FCC approval before activating communications paths and new transmitters within the designated area. To the Company's best knowledge, there are no pending written petitions to amend the FCC Rules in this regard and, except for FCC rulemaking proceedings, the Company has no reason to believe that any such amendments will be proposed. Except as set forth on SCHEDULE 4.30 and except as could not singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company has timely made all filings, reports, paid any fees, and otherwise met all FCC applicable requirements concerning the FCC Licenses. The Company has not taken any action or failed to take any action, and there are no formal or other proceeding pending against the Company with respect to, any of the FCC Licenses that could lead to the revocation, cancellation, forfeiture or failure to renew any FCC License. There are no outstanding notices of apparent liability against the Company. Except as set forth on SCHEDULE 4.30, the Company does not know of any facts relating to the Company that could cause the FCC to deny its approval of any of the applications or revoke or restrict any of the FCC Licenses or deny its approval of or place restrictions on the Company's application to effect any Pending Acquisition, and should any such facts come to the attention of the Company or its officers or directors, the Company will promptly notify the Lenders and take all reasonable measures to remove any such impediments to consent. Except as set forth on SCHEDULE 4.30 and except as would not, singly or in the aggregate, have a Material Adverse Effect, the Company is fully qualified to be an FCC licensee and does not violate FCC requirements pertaining to its Licenses and Pending Applications, including rules restricting alien ownership of FCC Licenses. B. To the knowledge of the Obligors, except as disclosed on SCHEDULE 4.30, there are no applications, complaints or proceedings pending or threatened (i) before the FCC relating to the business conducted by the Obligors, (ii) before any Governmental Authority relating to the business conducted by the Obligors involving charges of illegal discrimination under any Federal or state employment Laws, or (iii) before any Governmental Authority relating to the business conducted by the Obligors involving zoning issues under any Governmental Requirement, except for, in each such case, any such event that could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

FCC Matters. A. A (a) The Company validly holds the Company Licenses, permits and authorizations set forth on Section 3.8 of the Disclosure Schedule. Section 3.8 of the Disclosure Schedule sets forth a true and correct list of the licenses granted by the FCC Licenses authorizing the Company (the "Company Licenses" and together with the Underlying FCC Licenses, the "Licenses") to construct and operate BRS Channels in the markets listed therein. True and complete copies of the Company Licenses have been delivered to Purchaser. There is attached as SCHEDULE 4.30. The statements made to no condition outside of the ordinary course imposed on any of the Licenses by the FCC in except those that are either set forth on the applications for face of the FCC licenses were true and correct at the time made and at the time the FCC issued the FCC Licenses. The FCC Licenses were duly , as issued by the FCC, or contained in the FCC Rules applicable generally to the stations of the type, nature and class or location of the stations identified by the call signs listed on Section 3.8 of the Disclosure Schedule. To Sellers' Knowledge, the applications related to the Licenses that are listed on Section 3.8 of the Disclosure Schedule are all of the applications that are now pending at the FCC regarding the Licenses or the Seller. No Person other than the Company, has any right, title, interest or claim in or to the Company Licenses. The Licenses have been granted to the Company, or the applicable Lessor, by Final Order and are (and will be on the Closing Date) in full force and effect. (b) There is not pending or, and contain all to Sellers' Knowledge after due inquiry, threatened against the conditions placed upon Company, or the entire authorization for each marketLicenses any application, except as are found in action, petition, objection or other pleading, or any proceeding with the rules and regulations 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 FCC Licenses, ("FCC RULES"). The FCC Licenses permit ii) seeks the Company or ART to operate within the service area and on the channels specified. The Company has good and marketable title to the FCC Licenses (subject to FCC Rules on transfers of ownership) free and clear imposition of any mortgagemodification or amendment with respect to any of the Licenses, pledge(iii) which would adversely affect the ability of Sellers to consummate the Transactions or (iv) seeks the payment of a fine, liensanction, security interestpenalty, conditional sale agreement, settlement agreements, whether oral damages or written, claim, encumbrance, or charge of any kind. The Company have fully complied contribution in connection with the terms of all FCC Licenses, representations made to the FCC and the FCC Rules, except where the failure to so comply could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no pending petitions for reconsideration of the grants of the FCC Licenses and the grants of the FCC Licenses have become final orders, no longer subject to reconsideration by the FCC on its own motion or to judicial review. The Company has not been notified of any unresolved protest to the grants of the FCC Licenses or objections by the FCC and, except for FCC rulemaking proceedings, has no reason to believe that the grants of the FCC Licenses will be rescinded or in any way modified. The FCC Rules currently provide that the Company will have exclusive use of the frequencies authorized throughout the designated rectangular geographic area and that the Company will not require prior FCC approval before activating communications paths and new transmitters within the designated area. To the Company's best knowledge, there are no pending written petitions to amend the FCC Rules in this regard and, except for FCC rulemaking proceedings, the Company has no reason to believe that any such amendments will be proposedLicenses. Except as set forth on SCHEDULE 4.30 Section 3.8 of the Disclosure schedule, there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. There is no unsatisfied adverse FCC order or ruling outstanding against the Company, or any of the Licenses. The Company is not a party to any complaint or proceeding at the FCC regarding any of the Licenses. (c) To Sellers' Knowledge and except as could not singly set forth in Section 3.8(c) of the Disclosure Schedule neither the Company nor any Lessor has agreed to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the Licenses and/or Channels, and no such licensees, permittees or applicants have agreed to accept electromagnetic interference from the Company or any Lessor with respect to their respective facilities. (d) The Company and all Lessors are in compliance with all applicable Laws except for any non-compliance that, individually or in the aggregate, reasonably be expected to will not have a Seller Material Adverse Effect, the Company has timely made all filings, reports, paid any fees, and otherwise met all FCC applicable requirements concerning the FCC Licenses. The Company has not taken Licenses are free and clear of all Liens and are unimpaired by any action acts or failed omissions of the Company, its agents, assignees and licensees. All amounts owed to take any action, and there are no formal or other proceeding pending against the FCC in connection with the Company with respect to, any Licenses have been timely paid. (e) None of the FCC Licenses that could lead facilities subject to the revocationLicenses is (a) authorized pursuant to an authorization which is subject to challenge before the FCC or any court of competent jurisdiction or (b) subject to any lease, cancellation, forfeiture sublease or failure any agreement to renew any FCC Licensemake it available to a third party. There are no outstanding notices None of apparent liability against the Company. Except as set forth on SCHEDULE 4.30, the Company does not know of any facts relating facilities subject to the Company that could cause the FCC Licenses are operating pursuant to deny its approval of any a special temporary or development authority. (f) Section 3.8(e) of the applications or revoke or restrict any Disclosure Schedule sets forth a true and complete list of the FCC Licenses or deny its approval of or place restrictions on the Company's application following information in relation to effect any Pending Acquisition, and should any such facts come to the attention each of the Company or its officers or directors, the Company will promptly notify the Lenders Tower Leases and take all reasonable measures to remove any such impediments to consent. Except as set forth on SCHEDULE 4.30 and except as would not, singly or in the aggregate, have a Material Adverse Effect, the Company is fully qualified to be an FCC licensee and does not violate FCC requirements pertaining to its Licenses and Pending Applications, including rules restricting alien ownership of FCC Licenses. B. To the knowledge of the Obligors, except as disclosed on SCHEDULE 4.30, there are no applications, complaints or proceedings pending or threatened Subleases: (i) before the FCC relating to the business conducted by the Obligorsexpiration date of such Tower Lease or Sublease, (ii) before any Governmental Authority relating the name of the lessee or other counterparty to the business conducted by the Obligors involving charges of illegal discrimination under any Federal such Tower Lease or state employment LawsSublease, or (iii) before any Governmental Authority relating 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 Lease or Sublease. True and complete copies of the Tower Subleases have been provided to the business conducted by the Obligors involving zoning issues under any Governmental Requirement, except for, in each such case, any such event that could not, singly or in the aggregate, reasonably be expected to have a Material Adverse EffectPurchaser.

FCC Matters. A. A list of the FCC Licenses The business of the Company is attached being conducted in compliance with all applicable rules, regulations, and published policies of the Federal Communications Commission (“FCC”) and the federal Communications Act of 1934, as SCHEDULE 4.30amended (collectively, the “Communications Laws”), except as would not have a Material Adverse Effect. The statements made to Company possesses all registrations, licenses, authorizations, and certifications issued by the FCC in necessary to conduct their respective businesses as currently conducted (the applications for the FCC licenses were true and correct at the time made and at the time the FCC issued the “FCC Licenses”). The FCC Licenses were duly issued by the FCC, are in full force and effect. There is no condition, and contain all event or occurrence existing, nor, to the conditions placed upon best of the entire authorization for each marketCompany’s knowledge, except as are found in is there any proceeding being conducted or threatened by any governmental or regulatory authority, which would reasonably be expected to cause the rules and regulations termination, suspension, cancellation, or nonrenewal of any of the FCC ("FCC RULES"). The FCC Licenses permit Licenses, or the Company imposition of any penalty or ART fine by any governmental or regulatory authority with respect to operate within the service area and on the channels specified. The Company has good and marketable title to any of the FCC Licenses (subject to FCC Rules on transfers of ownership) free and clear of any mortgageor the Company, pledge, lien, security interest, conditional sale agreement, settlement agreements, whether oral or written, claim, encumbrance, or charge of any kind. The Company have fully complied with the terms of all FCC Licenses, representations made to the FCC and the FCC Rules, except where the failure to so comply could not, singly or in the aggregate, each case which would reasonably be expected to have a Material Adverse Effect. There are is no pending petitions for reconsideration of the grants of the FCC Licenses and the grants of the FCC Licenses have become final orders(i) outstanding decree, no longer subject to reconsideration decision, judgment, or order that has been issued by the FCC on its own motion against the Company or to judicial review. The Company has not been notified of any unresolved protest to the grants of the FCC Licenses or objections (ii) notice of violation, order to show cause, complaint, investigation or other administrative or judicial proceeding pending or, to the best of the Company’s and each Guarantor’s knowledge, threatened by or before the FCC and, except for FCC rulemaking proceedings, has no reason to believe that against the grants of Company or the FCC Licenses will be rescinded that, assuming an unfavorable decision, ruling or in any way modified. The FCC Rules currently provide that the Company will have exclusive use of the frequencies authorized throughout the designated rectangular geographic area and that the Company will not require prior FCC approval before activating communications paths and new transmitters within the designated area. To the Company's best knowledgefinding, there are no pending written petitions to amend the FCC Rules in this regard and, except for FCC rulemaking proceedings, the Company has no reason to believe that any such amendments will be proposed. Except as set forth on SCHEDULE 4.30 and except as could not singly or in the aggregatecase of each of (i) or (ii), would reasonably be expected to have a Material Adverse Effect. No consent, approval, authorization, order or waiver of, or filing with, the FCC is required under the Communications Laws to be obtained or made by the Company has timely made all filingsfor the execution, reports, paid any fees, delivery and otherwise met all FCC applicable requirements concerning performance of this Agreement or the FCC Licensestransactions contemplated herein. The Company has not taken any action filed with the FCC all necessary reports, documents, instruments, information, or failed applications required to take any actionbe filed pursuant to the Communications Laws, and there are no formal or other proceeding pending against the Company with respect to, any of the FCC Licenses that could lead have paid all fees required to be paid pursuant to the revocationCommunications Laws, cancellation, forfeiture or failure to renew any FCC License. There are no outstanding notices of apparent liability against the Company. Except as set forth on SCHEDULE 4.30, the Company does not know of any facts relating to the Company that could cause the FCC to deny its approval of any of the applications or revoke or restrict any of the FCC Licenses or deny its approval of or place restrictions on the Company's application to effect any Pending Acquisition, and should any such facts come to the attention of the Company or its officers or directors, the Company will promptly notify the Lenders and take all reasonable measures to remove any such impediments to consent. Except as set forth on SCHEDULE 4.30 and except as would not, singly or in the aggregate, have a Material Adverse Effect, the Company is fully qualified to be an FCC licensee and does not violate FCC requirements pertaining to its Licenses and Pending Applications, including rules restricting alien ownership of FCC Licenses. B. To the knowledge of the Obligors, except as disclosed on SCHEDULE 4.30, there are no applications, complaints or proceedings pending or threatened (i) before the FCC relating to the business conducted by the Obligors, (ii) before any Governmental Authority relating to the business conducted by the Obligors involving charges of illegal discrimination under any Federal or state employment Laws, or (iii) before any Governmental Authority relating to the business conducted by the Obligors involving zoning issues under any Governmental Requirement, except for, in each such case, any such event that could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

FCC Matters. A. A (i) Section 5.1(f) of the Company Disclosure Letter sets forth a correct and complete list of all licenses and authorizations issued or granted to the Company or any of its Subsidiaries by the FCC (the “FCC Licenses”), all pending applications by the Company or any of its Subsidiaries for licenses that would be FCC Licenses if issued or granted, and all pending applications by the Company or any of its Subsidiaries for modification, extension or renewal of any FCC License. For each FCC License, Section 5.1(f) of the Company Disclosure Letter sets forth (A) the FCC Registration Number or name of the licensee, (B) the FCC call sign, license number or other license identifier, (C) the geographic area for which the Company and its Subsidiaries are authorized to provide service, (D) the current expiration date, (E) the frequency block (except for microwave licenses) and (F) where applicable, the relevant market and service designations used by the FCC. The FCC Licenses constitute all the licenses and authorizations necessary from the FCC for the business operations of the Company and its Subsidiaries as they are currently being conducted. There is no condition outside of the ordinary course imposed on any of the FCC Licenses by the FCC (including any condition on the grant of a renewal application) that is not disclosed on the face of the reference copy of the FCC License in the FCC’s Universal Licensing System database; provided, that “ordinary course” shall mean any condition described in any federal statutes, FCC Rules or similar sources that apply generally to FCC licenses of the same service. (ii) (A) Each FCC License has been granted pursuant to a Final Order (without regard to the proviso in the definition of such term) and approved by the FCC to be held by the licensee listed on Section 5.1(f) of the Company Disclosure Letter, is attached as SCHEDULE 4.30. The statements made to the FCC in the applications for the FCC licenses were true valid and correct at the time made and at the time the FCC issued the FCC Licenses. The FCC Licenses were duly issued by the FCC, are in full force and effect, and contain all has not been suspended, revoked, cancelled, terminated or forfeited or adversely modified; (B) there is no proceeding pending before the conditions placed upon FCC or any other Governmental Entity (and no pending judicial review of such a proceeding) or, to the entire authorization for each market, except as are found in the rules and regulations Knowledge of the Company, threatened by any Person with respect to any FCC ("FCC RULES"). The FCC Licenses permit the Company or ART to operate within the service area and on the channels specified. The Company has good and marketable title to the FCC Licenses (subject to FCC Rules on transfers of ownership) free and clear of any mortgageLicense that would, pledge, lien, security interest, conditional sale agreement, settlement agreements, whether oral or written, claim, encumbrance, or charge of any kind. The Company have fully complied with the terms of all FCC Licenses, representations made to the FCC and the FCC Rules, except where the failure to so comply could not, singly individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect. There are no pending petitions for reconsideration result in the suspension, revocation, cancellation, termination, forfeiture, or adverse modification of any FCC License; and (C) to the Knowledge of the grants of the FCC Licenses and the grants of the FCC Licenses have become final ordersCompany, no longer subject to reconsideration by event, condition or circumstance exists or, after notice or lapse of time or both, would exist that would constitute a breach of, or default under, the FCC on its own motion or to judicial review. The Company has not been notified terms and conditions of any unresolved protest FCC License that would preclude any FCC License from being renewed in the ordinary course (to the grants of the extent that such FCC Licenses License is renewable by its terms) or objections by the FCC and, except for FCC rulemaking proceedings, has no reason to believe that the grants of the FCC Licenses will be rescinded or in any way modified. The FCC Rules currently provide that the Company will have exclusive use of the frequencies authorized throughout the designated rectangular geographic area and that the Company will not require prior FCC approval before activating communications paths and new transmitters within the designated area. To the Company's best knowledge, there are no pending written petitions to amend the FCC Rules in this regard and, except for FCC rulemaking proceedings, the Company has no reason to believe that any such amendments will be proposed. Except as set forth on SCHEDULE 4.30 and except as could not singly or in the aggregate, reasonably be expected to have a Material Adverse Effectplace such FCC license at risk of suspension, the Company has timely made all filings, reports, paid any fees, and otherwise met all FCC applicable requirements concerning the FCC Licenses. The Company has not taken any action or failed to take any action, and there are no formal or other proceeding pending against the Company with respect to, any of the FCC Licenses that could lead to the revocation, cancellation, termination, forfeiture or failure to renew any FCC Licensemodification. There are no outstanding notices For purposes of apparent liability against the Company. Except as set forth on SCHEDULE 4.30this Agreement, the Company does not know of any facts relating “Knowledge” means, with respect to the Company that could cause or Parent, the FCC to deny its approval of any knowledge of the applications or revoke or restrict any of the FCC Licenses or deny its approval of or place restrictions on the Company's application to effect any Pending Acquisition, and should any such facts come to the attention executive officers of the Company or its officers or directorsParent, as the Company will promptly notify the Lenders and take all case may be, after reasonable measures to remove any such impediments to consent. Except as set forth on SCHEDULE 4.30 and except as would not, singly or in the aggregate, have a Material Adverse Effect, the Company is fully qualified to be an FCC licensee and does not violate FCC requirements pertaining to its Licenses and Pending Applications, including rules restricting alien ownership of FCC Licensesinquiry. B. To the knowledge of the Obligors, except as disclosed on SCHEDULE 4.30, there are no applications, complaints or proceedings pending or threatened (i) before the FCC relating to the business conducted by the Obligors, (ii) before any Governmental Authority relating to the business conducted by the Obligors involving charges of illegal discrimination under any Federal or state employment Laws, or (iii) before any Governmental Authority relating to the business conducted by the Obligors involving zoning issues under any Governmental Requirement, except for, in each such case, any such event that could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

FCC Matters. A. A list of 4.9.1. HAT holds the FCC Licenses of the Company is attached listed as SCHEDULE 4.30. The statements made to the FCC in the applications for the FCC licenses were true and correct at the time made and at the time the FCC issued the FCC Licensesheld by HAT on Schedule 2.3.1. The FCC Licenses were duly issued by the FCC, are in full force and effect, and contain of HAT contained on Schedule 2.3.1 constitute all the conditions placed upon the entire authorization for each market, except as are found in the rules and regulations of the FCC ("FCC RULES"). The FCC Licenses permit the Company or ART to operate within the service area licenses, permits and on the channels specified. The Company has good and marketable title to authorizations from the FCC Licenses (subject to FCC Rules on transfers that are required for the business and operations of ownership) free WDTN and clear of any mortgage, pledge, lien, security interest, conditional sale agreement, settlement agreements, whether oral or written, claim, encumbrance, or charge of any kind. The Company have fully complied with the terms of all FCC Licenses, representations made to the FCC and the FCC Rules, except where the failure to so comply could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no pending petitions for reconsideration of the grants of the FCC Licenses and the grants of the FCC Licenses have become final orders, no longer subject to reconsideration by the FCC on its own motion or to judicial review. The Company has not been notified of any unresolved protest to the grants of the FCC Licenses or objections by the FCC and, except for FCC rulemaking proceedings, has no reason to believe that the grants of the FCC Licenses will be rescinded or in any way modified. The FCC Rules currently provide that the Company will have exclusive use of the frequencies authorized throughout the designated rectangular geographic area and that the Company will not require prior FCC approval before activating communications paths and new transmitters within the designated area. To the Company's best knowledge, there are no pending written petitions to amend the FCC Rules in this regard and, except for FCC rulemaking proceedings, the Company has no reason to believe that any such amendments will be proposedWNAC. Except as set forth on SCHEDULE 4.30 Schedule 4.9, such FCC Licenses are valid and except in full force and effect through the dates set forth on Schedule 2.3.1, unimpaired by any condition, other than as could not singly or set forth in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company has timely made all filings, reports, paid any fees, and otherwise met all FCC applicable requirements concerning the such FCC Licenses. The Company has not taken any action or failed to take any action, and there are no formal or other proceeding pending against the Company with respect to, any of the FCC Licenses that could lead to the revocation, cancellation, forfeiture or failure to renew any FCC License. There are no outstanding notices of apparent liability against the Company. Except as set forth on SCHEDULE 4.30Schedule 4.9, no application, action or proceeding is pending for the Company does not know renewal or modification of any facts of HAT's FCC Licenses, and, except for actions or proceedings affecting television broadcast stations generally, no application, complaint, action or proceeding is pending or, to HAT's knowledge, threatened that may result in the (a) the revocation, modification, non-renewal or suspension of any of HAT's FCC Licenses, or (b) the issuance of a cease-and-desist order. Except as set forth in Schedule 4.9, HAT has no knowledge of any facts, conditions or events relating to HAT or the Company HAT Stations that could would reasonably be expected to cause the FCC to deny its approval of any of the applications or revoke or restrict any of the FCC Licenses for the HAT Stations or not to grant any pending applications for renewal of any FCC Licenses for the HAT Stations or to deny its approval of or place restrictions on the Company's application to effect any Pending Acquisition, and should any such facts come to the attention assignment of the FCC Licenses of HAT to STC License Company or its officers or directors, the Company will promptly notify the Lenders and take all reasonable measures to remove any such impediments to consentas provided for in this Agreement. 4.9.2. Except as set forth on SCHEDULE 4.30 disclosed in Schedule 4.9, HAT is, and except as would notpending the Closing will remain legally, singly or in financially and otherwise qualified under the aggregateCommunications Act and all rules, have a Material Adverse Effect, the Company is fully qualified to be an FCC licensee regulations and does not violate FCC requirements pertaining to its Licenses and Pending Applications, including rules restricting alien ownership of FCC Licenses. B. To the knowledge policies of the Obligors, except FCC to acquire and operate the STC Stations. Except as disclosed on SCHEDULE 4.30in Schedule 4.9, there are no applications, complaints facts or proceedings pending or threatened (i) before the FCC relating to the business conducted by the Obligors, (ii) before any Governmental Authority relating to the business conducted by the Obligors involving charges of illegal discrimination under any Federal or state employment Laws, or (iii) before any Governmental Authority relating to the business conducted by the Obligors involving zoning issues under any Governmental Requirement, except for, in each such case, any such event that could not, singly or in the aggregate, which would reasonably be expected to have disqualify HAT under the Communications Act or otherwise from acquiring or operating any of the STC Stations or would cause the FCC not to approve the assignment of the FCC Licenses of STC License Company to HAT. Except as disclosed in Schedule 4.9, HAT has no knowledge of any fact or circumstance relating to HAT or any Affiliate of HAT that would reasonably be expected to (a) cause the filing of any objection to the assignment of the FCC Licenses for the STC Stations from STC License Company to HAT, or (b) lead to a Material Adverse Effectdelay in the processing by the FCC of the applications for such assignment. Except as disclosed in Schedule 4.9 and except for existing waivers pertaining to the STC Stations, no waiver of any FCC rule or policy is necessary to be obtained for the grant of the applications for the assignment of the FCC Licenses for the STC Stations from STC License Company to HAT, nor will processing pursuant to any exception or rule of general applicability be requested or required in connection with the consummation of the transactions herein.

FCC Matters. A. A list (i) 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 Company is attached Borrower or their respective Affiliates as SCHEDULE 4.30of the Closing Date or, upon consummation of any Permitted Purchase, to be held by each Loan Party and correctly sets forth the expiration date, if any, of each such FCC License. The statements made to the Each FCC in the applications for the FCC licenses were true License was duly and correct at the time made and at the time the FCC issued the FCC Licenses. The FCC Licenses were duly validly issued by the FCCFCC pursuant to procedures which comply with all requirements of applicable law, are and neither the Borrower nor any other Loan Party has any knowledge of the occurrence of any event or the existence of any circumstance which, in the reasonable judgment of the Borrower or any other Loan Party, is likely to lead to the revocation or suspension of any FCC 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 is in full force and effect, and contain all the conditions placed upon the entire authorization for each market, except as are found holder thereof is in the rules and regulations of the FCC ("FCC RULES"). The FCC Licenses permit the Company or ART to operate within the service area and on the channels specified. The Company has good and marketable title to the FCC Licenses (subject to FCC Rules on transfers of ownership) free and clear of any mortgage, pledge, lien, security interest, conditional sale agreement, settlement agreements, whether oral or written, claim, encumbrance, or charge of any kind. The Company have fully complied substantial compliance therewith with no known conflict with the terms valid rights of all FCC Licenses, representations made to the FCC and the FCC Rules, except where the failure to so comply others which could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no pending petitions for reconsideration No event has occurred which permits, or after notice or lapse of time or both would permit, the grants of the FCC Licenses and the grants of the FCC Licenses have become final ordersrevocation, no longer subject to reconsideration by the FCC on its own motion termination, modification or to judicial review. The Company has not been notified restriction of any unresolved protest to the grants of the such FCC Licenses License or objections by the FCC and, except for FCC rulemaking proceedings, has no reason to believe that the grants of the FCC Licenses will be rescinded or in any way modified. The FCC Rules currently provide that the Company will have exclusive use of the frequencies authorized throughout the designated rectangular geographic area and that the Company will not require prior FCC approval before activating communications paths and new transmitters within the designated area. To the Company's best knowledge, there are no pending written petitions to amend the FCC Rules in this regard and, except for FCC rulemaking proceedings, the Company has no reason to believe that any such amendments will be proposed. Except as set forth on SCHEDULE 4.30 and except as other right which could not singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as permitted by subsection 5.10, the Company has timely made all filings, reports, paid any fees, and otherwise met all FCC applicable requirements concerning the FCC Licenses. The Company has Borrower does not taken any action directly own or failed to take any action, and there are no formal or other proceeding pending against the Company with respect to, any of the FCC Licenses that could lead to the revocation, cancellation, forfeiture or failure to renew hold any FCC License. There . (ii) The Loan Parties have duly filed in a timely manner all material filings which are no outstanding notices of apparent liability against required to be filed by the Company. Except as set forth on SCHEDULE 4.30Loan Parties under the Communications Act and are in all material respects in substantial compliance with the Communications Act, including, without limitation, the Company does not know rules and regulations of any facts relating to the Company that could cause the FCC to deny its approval of any of the applications or revoke or restrict any of the FCC Licenses or deny its approval of or place restrictions on the Company's application to effect any Pending Acquisition, and should any such facts come to the attention of the Company or its officers or directors, the Company will promptly notify the Lenders and take all reasonable measures to remove any such impediments to consent. Except as set forth on SCHEDULE 4.30 and except as would not, singly or in the aggregate, have a Material Adverse Effect, the Company is fully qualified to be an FCC licensee and does not violate FCC requirements pertaining to its Licenses and Pending Applications, including rules restricting alien ownership of FCC Licenses. B. To the knowledge of the Obligors, except as disclosed on SCHEDULE 4.30, there are no applications, complaints or proceedings pending or threatened (i) before the FCC relating to the business conducted by broadcast of television signals or the Obligors, (ii) before any Governmental Authority relating to operation of the business conducted by the Obligors involving charges of illegal discrimination under any Federal or state employment Laws, or Broadcast Stations. (iii) before None of the Facilities (including without limitation, the transmitter and tower sites owned or used by the Borrower or any Governmental Authority relating of its 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 (except as set forth in Schedule 3.1(f)) each such Facility is zoned so as to permit the commercial uses intended by the owner or occupier thereof and there are no outstanding variances or special use permits materially affecting any of the Facilities or the uses thereof. (iv) The Ownership Report filed by the Borrower is true, correct and complete in all material respects, 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 business conducted by Agent and the Obligors involving zoning issues under any Governmental Requirement, except for, in each such case, any such event that could not, singly or in the aggregate, reasonably be expected to have a Material Adverse EffectLenders.

FCC Matters. A. A list (a) Section 3.25(a) of the Company Disclosure Schedules lists all FCC Licenses held by the Company or its Subsidiaries, and with respect to each FCC License, the licensee name, description of the 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 Licenses for the present operation of the Company is attached as SCHEDULE 4.30. The statements made to the FCC in the applications for the FCC licenses were true and correct at the time made and at the time the FCC issued the FCC LicensesBusiness. The FCC Licenses were duly issued by the FCC, are in full force and effecteffect and have not been revoked, suspended, canceled, rescinded or terminated and contain all have not expired. There is no pending or, to the conditions placed upon Company’s knowledge, threatened action by or before the entire authorization for each marketFCC to revoke, except as are found in the rules and regulations suspend, cancel, rescind or modify any of the FCC Licenses ("other than proceedings relating to FCC RULES"rules of general applicability), and there is no order to show cause, notice of violation, notice of apparent liability, or notice of forfeiture or complaint pending or, to the Company’s knowledge, threatened against the Company Group by or before the FCC. The FCC Licenses permit the Company or ART are not subject to operate within the service area and any condition except for those conditions appearing on the channels specified. The Company has good and marketable title to face of the FCC Licenses (subject or that otherwise apply pursuant to FCC Rules on transfers applicable Law. Each member of ownership) free and clear of any mortgage, pledge, lien, security interest, conditional sale agreement, settlement agreements, whether oral or written, claim, encumbrance, or charge of any kind. The the Company have fully complied Group is in compliance in all material respects with the terms of all FCC Licenses, representations made the Communications Act and the rules, regulations and policies of the FCC. All material reports and filings required to be filed with, and all regulatory fees required to be paid to, the FCC by any member of the Company Group has been timely filed and paid. All such reports and filings are accurate and complete in all material respects. (b) Section 3.25(b) of the Company Disclosure Schedules lists all applications, waivers, petitions and requests filed by the Company Group (the “FCC Applications”) that are pending at the FCC Rulesas of the date hereof. To the Company’s knowledge, except where there are no facts or circumstances relating to any member of the failure to so comply could not, singly Company Group that would or in the aggregate, 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 have a Material Adverse Effect. There are no pending petitions for reconsideration grant any of the FCC Applications, (ii) materially delay obtaining the grants of the FCC Licenses and the grants of Applications or (iii) cause the FCC Licenses have become final orders, no longer subject to reconsideration by the FCC impose a material condition or conditions on its own motion or to judicial review. The Company has not been notified granting of any unresolved protest to the grants of the FCC Licenses or objections by the FCC and, except for FCC rulemaking proceedings, has no reason to believe that the grants of the FCC Licenses will be rescinded or in any way modified. The FCC Rules currently provide that the Company will have exclusive use of the frequencies authorized throughout the designated rectangular geographic area and that the Company will not require prior FCC approval before activating communications paths and new transmitters within the designated area. To the Company's best knowledge, there are no pending written petitions to amend the FCC Rules in this regard and, except for FCC rulemaking proceedings, the Company has no reason to believe that any such amendments will be proposed. Except as set forth on SCHEDULE 4.30 and except as could not singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company has timely made all filings, reports, paid any fees, and otherwise met all FCC applicable requirements concerning the FCC Licenses. The Company has not taken any action or failed to take any action, and there are no formal or other proceeding pending against the Company with respect to, any of the FCC Licenses that could lead to the revocation, cancellation, forfeiture or failure to renew any FCC License. There are no outstanding notices of apparent liability against the Company. Except as set forth on SCHEDULE 4.30, the Company does not know of any facts relating to the Company that could cause the FCC to deny its approval of any of the applications or revoke or restrict any of the FCC Licenses or deny its approval of or place restrictions on the Company's application to effect any Pending Acquisition, and should any such facts come to the attention of the Company or its officers or directors, the Company will promptly notify the Lenders and take all reasonable measures to remove any such impediments to consent. Except as set forth on SCHEDULE 4.30 and except as would not, singly or in the aggregate, have a Material Adverse Effect, the Company is fully qualified to be an FCC licensee and does not violate FCC requirements pertaining to its Licenses and Pending Applications, including rules restricting alien ownership of FCC Licenses. B. To the knowledge of the Obligors, except as disclosed on SCHEDULE 4.30, there are no applications, complaints or proceedings pending or threatened (i) before the FCC relating to the business conducted by the Obligors, (ii) before any Governmental Authority relating to the business conducted by the Obligors involving charges of illegal discrimination under any Federal or state employment Laws, or (iii) before any Governmental Authority relating to the business conducted by the Obligors involving zoning issues under any Governmental Requirement, except for, in each such case, any such event that could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

FCC Matters. A. A list Throughout the Term of this Agreement and the term of this Agreement: (i) Licensee holds, and is fully qualified in all respects to hold, the FCC Licenses set forth and described on Exhibit A, which sets forth the name of the Company is attached as SCHEDULE 4.30licensee, the FCC call sign, the Channels, the Market Area, the number of Households and the number of CPOPs. The statements made 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 complete and accurate in all respects. Except for Pending Applications (as defined in the Spectrum Agreement) filed prior to the Effective Date and those modifications that have been granted by the FCC 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 Licenses set forth on Exhibit A and such Licenses are free and clear of all Liens (except for the rights of first refusal set forth on Schedule 11(e)(ii)). None of the Licenses set forth such schedule are subject to CCI Rights (as defined in the applications for Spectrum Agreement) or are otherwise subject to the terms of the Clearwire Agreement (as defined in the Spectrum Agreement). (iii) Except as set forth on Schedule 11(e)(iii), to the best knowledge of Licensee, (i) the grant, renewal or assignment of the Licenses to the existing licensee thereof was approved by the FCC licenses were true by final order and correct at the time made Licenses are validly issued and at the time the FCC issued the FCC Licenses. The FCC Licenses were duly issued by the FCC, are in full force and effect; (ii) except with respect construction permit extension requests, there is no Proceeding pending before the FCC or threatened with respect to any License; (iii) Licensee and contain its Affiliates have made on a timely basis all payments to any applicable Government Agency with respect to the conditions placed upon Licenses, including all payments due to the entire authorization for each market, except as are found 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 FCC Copyright Office.. ("FCC RULES"). The FCC Licenses permit the Company or ART to operate within the service area and on the channels specified. The Company has good and marketable title to the FCC Licenses (subject to FCC Rules on transfers of ownershipiv) free and clear of any mortgage, pledge, lien, security interest, conditional sale agreement, settlement agreements, whether oral or written, claim, encumbrance, or charge of any kind. The Company have fully complied with the terms of all FCC Licenses, representations made to the FCC and the FCC Rules, except where the failure to so comply could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no pending petitions for reconsideration of the grants of the FCC Licenses and the grants of the FCC Licenses have become final orders, no longer subject to reconsideration by the FCC on its own motion or to judicial review. The Company has not been notified of any unresolved protest to the grants of the FCC Licenses or objections by the FCC and, except for FCC rulemaking proceedings, has no reason to believe that the grants of the FCC Licenses will be rescinded or in any way modified. The FCC Rules currently provide that the Company will have exclusive use of the frequencies authorized throughout the designated rectangular geographic area and that the Company will not require prior FCC approval before activating communications paths and new transmitters within the designated area. To the Company's best knowledge, there are no pending written petitions to amend the FCC Rules in this regard and, except for FCC rulemaking proceedings, the Company has no reason to believe that any such amendments will be proposed. Except as set forth on SCHEDULE 4.30 and except Schedule 11(e)(iv), to the best knowledge of Licensee, all Pending Applications (as could not singly or defined in the aggregate, reasonably be expected to Spectrum Agreement) have a Material Adverse Effect, the Company has been timely made all filings, reports, paid any feesfiled, and otherwise met all FCC applicable requirements concerning the FCC Licenses. The Company has not taken notified any action or failed to take any action, and there are no formal or other proceeding pending against the Company with respect to, of Licensee that any of the FCC Licenses that could lead Pending Applications is subject to the revocation, cancellation, forfeiture denial due to lack of timely filing or failure to renew any FCC License. There are no outstanding notices of apparent liability against the Company. other defect. (v) Except as set forth on SCHEDULE 4.30Schedule 11(e)(v), to the best knowledge of Licensee, (i) the facilities subject to 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 Company does Communications Act and FCC Rules, (ii) Licensee is not know transmitting from or otherwise operating any Constructed Facility that is not the subject of any facts relating to the Company that could cause the FCC to deny its approval of any an License, (iii) none of the applications 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 revoke (B) other than as set forth on Schedule 11(e)(v), is subject to any lease, sub-lease or restrict any of the FCC Licenses 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 deny its approval of or place restrictions on the Company's application to effect any Pending Acquisition, and should any such facts come to the attention of the Company or its officers or directors, the Company will promptly notify the Lenders and take all reasonable measures to remove any such impediments to consent. developmental authority. (vi) Except as set forth on SCHEDULE 4.30 Schedule 11(e)(vi), to the best knowledge of Licensee, Licensee's licensed ITFS facilities are being operated, and except 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 would notset forth Schedule 11(e)(vii), singly or in to the aggregatebest knowledge of Licensee, have a Material Adverse Effect, the Company is fully qualified all FCC Reports and fees required to be an filed by each Licensee with the FCC licensee and does not violate FCC requirements pertaining with respect to its the Licenses and Pending Applications, including rules restricting alien ownership they have been timely filed. All FCC Reports filed by any of FCC LicensesLicensee are complete and correct in all material respects. B. To the knowledge of the Obligors, except as disclosed on SCHEDULE 4.30, there are no applications, complaints or proceedings pending or threatened (i) before the FCC relating to the business conducted by the Obligors, (ii) before any Governmental Authority relating to the business conducted by the Obligors involving charges of illegal discrimination under any Federal or state employment Laws, or (iii) before any Governmental Authority relating to the business conducted by the Obligors involving zoning issues under any Governmental Requirement, except for, in each such case, any such event that could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

FCC Matters. A. A list (a) Section 4.30(a) of the Company Disclosure Schedules lists all FCC Licenses held by the Company or its Subsidiaries, and with respect to each FCC License, the licensee name, description of the 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 Licenses for the present operation of the Company is attached as SCHEDULE 4.30. The statements made to the FCC in the applications for the FCC licenses were true and correct at the time made and at the time the FCC issued the FCC LicensesBusiness. The FCC Licenses were duly are not subject to any condition except for those conditions appearing on the face of the 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 disclosed on Section 4.30(a) of the Company Disclosure Schedules, (i) the FCC Licenses are in full force and effecteffect and have not been revoked, suspended, canceled, rescinded or terminated and contain all have not expired, (ii) there is no pending or, to the conditions placed upon the entire authorization for each marketCompany’s Knowledge, except as are found in the rules and regulations of threatened action by or before the FCC ("FCC RULES"). The FCC Licenses permit the Company to revoke, suspend, cancel, rescind or ART to operate within the service area and on the channels specified. The Company has good and marketable title to modify any of the FCC Licenses (subject other than proceedings relating to FCC Rules on transfers rules of ownershipgeneral applicability), (iii) free and clear there is no order to show cause, notice of any mortgageviolation, pledge, lien, security interest, conditional sale agreement, settlement agreements, whether oral or written, claim, encumbrancenotice of apparent liability, or charge notice of any kind. The forfeiture or complaint pending or, to the Company’s Knowledge, threatened against the Company have fully complied Entities by the FCC, (iv) each of the Company Entities is in compliance in all material respects with the terms of all FCC Licenses, representations made the Communications Act and the rules, regulations and policies of the FCC, (v) all material reports and filings required to be filed with, and all regulatory fees required to be paid to, the FCC by any of the Company Entities have been timely filed and paid, and (vi) all such reports and filings are accurate and complete in all material respects. No FCC Licenses are held by Holdings. (b) Section 4.30(b) of the Company 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. The FCC Applications have been timely filed, and to the FCC Company’s Knowledge and except as indicated in Section 4.30(b) of the FCC RulesCompany Disclosure Schedules, except where there are no facts or circumstances relating to any of the failure to so comply could not, singly Company Entities that would or in the aggregate, 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 have a Material Adverse Effect. There are no pending petitions for reconsideration grant any of the FCC Applications, (ii) materially delay obtaining the grants of the FCC Licenses and Applications or (iii) cause the grants FCC to impose an adverse material condition or conditions on its granting of any of the FCC Licenses have become final orders, no longer subject to reconsideration by the FCC on its own motion or to judicial reviewApplications. The Company has not been notified of any unresolved protest to the grants of the FCC Licenses or objections by the FCC and, except for FCC rulemaking proceedings, has Entities have no reason to believe that such extensions and waivers will not be granted. The Company Entities have shared all correspondence from the grants FCC since December 31, 2019 to the Company Entities and to the advisers of the Company Entities in respect of the FCC Licenses will be rescinded or in any way modified. The Applications, with the exception of automatically-generated reminder notices regarding renewal and build out deadlines. (c) Section 4.30(c) of the Company Disclosure Schedules describes all FCC Rules currently provide Applications that the Company will have exclusive use of currently intends to file to support the frequencies authorized throughout the designated rectangular geographic area and that the Company will not require prior FCC approval before activating communications paths and new transmitters within the designated area. To the Company's best knowledgeBusiness, there are no pending written petitions to amend other than the FCC Rules in this regard and, except for FCC rulemaking proceedings, the Company has no reason to believe that any such amendments will be proposed. Except as set forth on SCHEDULE 4.30 and except as could not singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company has timely made all filings, reports, paid any fees, and otherwise met all FCC applicable requirements concerning the FCC Licenses. The Company has not taken any action or failed to take any action, and there are no formal or other proceeding pending against the Company with respect to, any of the FCC Licenses that could lead to the revocation, cancellation, forfeiture or failure to renew any FCC License. There are no outstanding notices of apparent liability against the Company. Except as set forth on SCHEDULE 4.30, the Company does not know of any facts relating to the Company that could cause the FCC to deny its approval of any of the applications or revoke or restrict any of the FCC Licenses or deny its approval of or place restrictions on the Company's application to effect any Pending Acquisition, and should any such facts come to the attention of the Company or its officers or directors, the Company will promptly notify the Lenders and take all reasonable measures to remove any such impediments to consent. Except as set forth on SCHEDULE 4.30 and except as would not, singly or in the aggregate, have a Material Adverse Effect, the Company is fully qualified to be an FCC licensee and does not violate FCC requirements pertaining to its Licenses and Pending Transfer Applications, including rules restricting alien ownership of FCC Licenses. B. To the knowledge of the Obligors, except as disclosed on SCHEDULE 4.30, there are no applications, complaints or proceedings pending or threatened (i) before the FCC relating to the business conducted by the Obligors, (ii) before any Governmental Authority relating to the business conducted by the Obligors involving charges of illegal discrimination under any Federal or state employment Laws, or (iii) before any Governmental Authority relating to the business conducted by the Obligors involving zoning issues under any Governmental Requirement, except for, in each such case, any such event that could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

FCC Matters. A. A (a) Section 4.21(a)(i) of the Company Disclosure Schedule contains a true and complete list of (i) all FCC Licenses, including antenna structure registrations of towers owned by the Company and each of its Subsidiaries, (ii) all licensees with respect to such FCC Licenses, and (iii) the stations to which such FCC Licenses apply (each, a “Station”). The Company has made available true, correct and complete copies of the FCC Licenses of the Company is attached as SCHEDULE 4.30. The statements made to the FCC in the applications for the FCC licenses were true Parent, including any and correct at the time made all amendments and at the time the FCC issued the FCC Licensesmodifications thereto. The FCC Licenses were duly issued are validly held by the FCC, are in full force and effect, and contain all the conditions placed upon the entire authorization for each market, except as are found in the rules and regulations of the FCC ("FCC RULES")Licensees. The FCC Licenses permit have been issued for the Company or ART to operate within full terms customarily issued by the service area FCC for each class of Station, and on the channels specified. The Company has good and marketable title to the FCC Licenses (are not subject to FCC Rules any condition except for those conditions appearing on transfers of ownership) free and clear of any mortgage, pledge, lien, security interest, conditional sale agreement, settlement agreements, whether oral or written, claim, encumbrance, or charge of any kind. The Company have fully complied with the terms of all FCC Licenses, representations made to the FCC and the FCC Rules, except where the failure to so comply could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no pending petitions for reconsideration of the grants face of the FCC Licenses and conditions disclosed in Section 4.21(a)(ii) of the grants Company Disclosure Schedule. (b) Section 4.21(a)(ii) of the Company Disclosure Schedule contains a true and complete list of all applications submitted by the Company or any of its Subsidiaries pending before the FCC relating to the operation of their respective businesses. (c) The Company and its Subsidiaries have operated in compliance with the Communications Act and the FCC Licenses in all material respects, the Company and its Subsidiaries have timely filed all registrations and reports required to have been filed with the FCC and have paid all FCC regulatory fees due in respect to each Station. Neither the Company, nor any of its Subsidiaries, has entered into a tolling agreement or otherwise waived any statute of limitations during which the FCC may assess any fine or forfeiture or take any other action or agreed to any extension of time with respect to any FCC investigation or proceeding. (d) The FCC Licensees are qualified under the Communications Act to assign the FCC Licenses to Buyer. To the knowledge of the Company, there are no facts or circumstances relating to the Stations, the Company or any of its Subsidiaries, which would reasonably be expected to (i) result in the FCC’s denial of the FCC Licenses have become final orders, no longer subject Applications or refusal to reconsideration by grant the FCC Consent or otherwise disqualify Parent or Merger Subsidiary, (ii) materially delay the obtaining of the FCC Consents or (iii) cause the FCC to impose any material condition on its own motion granting of the FCC Consents; provided, however, that the Company makes no representations or warranties relating to judicial reviewParent or Merger Subsidiary. The Company has not been notified of any unresolved protest to the grants of the FCC Licenses or objections by the FCC and, except for FCC rulemaking proceedings, has no reason to believe that the grants FCC Applications might be challenged or might not be granted by the FCC in the ordinary course due to any fact or circumstance relating to the Company, any of its Subsidiaries or the Company’s or any of its Subsidiaries’ operation of the FCC Licenses will be rescinded or in any way modified. The FCC Rules currently provide Stations; provided, however, that the Company will have exclusive use of the frequencies authorized throughout the designated rectangular geographic area and that the Company will not require prior FCC approval before activating communications paths and new transmitters within the designated area. To the Company's best knowledge, there are makes no pending written petitions to amend the FCC Rules in this regard and, except for FCC rulemaking proceedings, the Company has no reason to believe that any such amendments will be proposed. Except as set forth on SCHEDULE 4.30 and except as could not singly representations or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company has timely made all filings, reports, paid any fees, and otherwise met all FCC applicable requirements concerning the FCC Licenses. The Company has not taken any action or failed to take any action, and there are no formal or other proceeding pending against the Company with respect to, any of the FCC Licenses that could lead to the revocation, cancellation, forfeiture or failure to renew any FCC License. There are no outstanding notices of apparent liability against the Company. Except as set forth on SCHEDULE 4.30, the Company does not know of any facts warranties relating to the Company that could cause the FCC to deny its approval of any of the applications Parent or revoke or restrict any of the FCC Licenses or deny its approval of or place restrictions on the Company's application to effect any Pending Acquisition, and should any such facts come to the attention of the Company or its officers or directors, the Company will promptly notify the Lenders and take all reasonable measures to remove any such impediments to consent. Except as set forth on SCHEDULE 4.30 and except as would not, singly or in the aggregate, have a Material Adverse Effect, the Company is fully qualified to be an FCC licensee and does not violate FCC requirements pertaining to its Licenses and Pending Applications, including rules restricting alien ownership of FCC LicensesMerger Subsidiary. B. To the knowledge of the Obligors, except as disclosed on SCHEDULE 4.30, there are no applications, complaints or proceedings pending or threatened (i) before the FCC relating to the business conducted by the Obligors, (ii) before any Governmental Authority relating to the business conducted by the Obligors involving charges of illegal discrimination under any Federal or state employment Laws, or (iii) before any Governmental Authority relating to the business conducted by the Obligors involving zoning issues under any Governmental Requirement, except for, in each such case, any such event that could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

FCC Matters. A. A (i) Section 5.1(f) of the Company Disclosure Letter sets forth a correct and complete list of all licenses and authorizations issued or granted to the Company or any of its Subsidiaries by the FCC (the “FCC Licenses”), all pending applications by the Company or any of its Subsidiaries for licenses that would be FCC Licenses if issued or granted, and all pending applications by the Company or any of its Subsidiaries for modification, extension or renewal of any FCC License. For each FCC License, Section 5.1(f) of the Company Disclosure Letter sets forth (A) the FCC Registration Number or name of the licensee, (B) the FCC call sign, license number or other license identifier, (C) the geographic area for which the Company and its Subsidiaries are authorized to provide service, (D) the current expiration date, (E) the frequency block (except for microwave licenses) and (F) where applicable, the relevant market and service designations used by the FCC. The FCC Licenses constitute all the licenses and authorizations necessary from the FCC for the business operations of the Company and its Subsidiaries as they are currently being conducted. There is no condition outside of the ordinary course imposed on any of the FCC Licenses by the FCC (including any condition on the grant of a renewal application) that is not disclosed on the face of the reference copy of the FCC License in the FCC’s Universal Licensing System database; provided, that “ordinary course” shall mean any condition described in any federal statutes, FCC Rules or similar sources that apply generally to FCC licenses of the same service. (ii) (A) Each FCC License has been granted pursuant to a Final Order (without regard to the proviso in the definition of such term) and approved by the FCC to be held by the licensee listed on Section 5.1(f) of the Company Disclosure Letter, is attached as SCHEDULE 4.30. The statements made to the FCC in the applications for the FCC licenses were true valid and correct at the time made and at the time the FCC issued the FCC Licenses. The FCC Licenses were duly issued by the FCC, are in full force and effect, and contain all the conditions placed upon the entire authorization for each market, except as are found in the rules and regulations of the FCC ("FCC RULES"). The FCC Licenses permit the Company or ART to operate within the service area and on the channels specified. The Company has good and marketable title to the FCC Licenses (subject to FCC Rules on transfers of ownership) free and clear of any mortgage, pledge, lien, security interest, conditional sale agreement, settlement agreements, whether oral or written, claim, encumbrance, or charge of any kind. The Company have fully complied with the terms of all FCC Licenses, representations made to the FCC and the FCC Rules, except where the failure to so comply could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no pending petitions for reconsideration of the grants of the FCC Licenses and the grants of the FCC Licenses have become final orders, no longer subject to reconsideration by the FCC on its own motion or to judicial review. The Company has not been notified of any unresolved protest to the grants of the FCC Licenses suspended, revoked, cancelled, terminated or objections by the FCC and, except for FCC rulemaking proceedings, has forfeited or adversely modified; (B) there is no reason to believe that the grants of the FCC Licenses will be rescinded or in any way modified. The FCC Rules currently provide that the Company will have exclusive use of the frequencies authorized throughout the designated rectangular geographic area and that the Company will not require prior FCC approval before activating communications paths and new transmitters within the designated area. To the Company's best knowledge, there are no pending written petitions to amend the FCC Rules in this regard and, except for FCC rulemaking proceedings, the Company has no reason to believe that any such amendments will be proposed. Except as set forth on SCHEDULE 4.30 and except as could not singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company has timely made all filings, reports, paid any fees, and otherwise met all FCC applicable requirements concerning the FCC Licenses. The Company has not taken any action or failed to take any action, and there are no formal or other proceeding pending against the Company with respect to, any of the FCC Licenses that could lead to the revocation, cancellation, forfeiture or failure to renew any FCC License. There are no outstanding notices of apparent liability against the Company. Except as set forth on SCHEDULE 4.30, the Company does not know of any facts relating to the Company that could cause the FCC to deny its approval of any of the applications or revoke or restrict any of the FCC Licenses or deny its approval of or place restrictions on the Company's application to effect any Pending Acquisition, and should any such facts come to the attention of the Company or its officers or directors, the Company will promptly notify the Lenders and take all reasonable measures to remove any such impediments to consent. Except as set forth on SCHEDULE 4.30 and except as would not, singly or in the aggregate, have a Material Adverse Effect, the Company is fully qualified to be an FCC licensee and does not violate FCC requirements pertaining to its Licenses and Pending Applications, including rules restricting alien ownership of FCC Licenses. B. To the knowledge of the Obligors, except as disclosed on SCHEDULE 4.30, there are no applications, complaints or proceedings pending or threatened (i) before the FCC relating or any other Governmental Entity (and no pending judicial review of such a proceeding) or, to the business conducted by the Obligors, (ii) before any Governmental Authority relating to the business conducted by the Obligors involving charges Knowledge of illegal discrimination under any Federal or state employment Laws, or (iii) before any Governmental Authority relating to the business conducted by the Obligors involving zoning issues under any Governmental Requirement, except for, in each such case, any such event that could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.the