Common use of FCC Matters Clause in Contracts

FCC Matters. (a) The FCC has issued to the Company, and the Company holds all material licenses (the "FCC LICENSES") necessary to conduct its business as such business is currently conducted and proposed to be conducted, and such FCC Licenses are valid and in full force and effect. For the two-year period prior to the date hereof, the Company has filed all statements, reports and information required by the FCC and duly performed in all respects all of its obligations under such FCC Licenses and the Communications Act. (b) The Company is in compliance in all material respects with the Communications Act governing the ownership and operation of the paging systems owned, permitted, licensed, being constructed and/or operated pursuant to the FCC Licenses. There is not now pending or, to the Company's or any Subsidiary's knowledge, threatened any litigation, proceeding or investigation before the FCC that might result in a termination of any of the FCC Licenses. The Company has constructed all of its material facilities operating under the FCC Licenses within the construction period provided under the Communications Act. (c) No event has occurred (including any notice issued by the FCC), and no agreement has been entered into by the Company (including this Agreement), that now or after notice or lapse of time or both, might reasonably be expected to permit cancellation, revocation or termination of the FCC Licenses, or would result in any FCC action that could reasonably be expected to have a Material Adverse Effect, and there is not, to the Company's knowledge, pending or threatened any action or matter that would suggest that the FCC Licenses will not be renewed in the ordinary course. (d) There is not pending any application, petition, objection or other pleading filed with the FCC or any federal entity with jurisdiction to review administrative orders of the FCC, that questions the validity of or contests any of the FCC Licenses. (e) No consents, approvals or actions by the FCC are required to permit the consummation of the transactions contemplated hereby, and such consummation will not result in a violation of the Communications Act and will not cause any forfeiture or impairment of the FCC Licenses.

FCC Matters. (ai) 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 issued been granted pursuant to a Final Order (without regard to the Company, 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 holds all material licenses (the "FCC LICENSES") necessary to conduct its business as such business Disclosure Letter, is currently conducted and proposed to be conducted, and such FCC Licenses are valid and in full force and effect. For the two-year period prior to the date hereof, the Company and has filed all statementsnot been suspended, reports and information required by revoked, cancelled, terminated or forfeited or adversely modified; (B) there is no proceeding pending before the FCC or any other Governmental Entity (and duly performed in all respects all no pending judicial review of its obligations under such FCC Licenses and the Communications Act. (ba proceeding) The Company is in compliance in all material respects with the Communications Act governing the ownership and operation of the paging systems owned, permitted, licensed, being constructed and/or operated pursuant to the FCC Licenses. There is not now pending or, to the Company's or any Subsidiary's knowledge, threatened any litigation, proceeding or investigation before the FCC that might result in a termination Knowledge of any of the FCC Licenses. The Company has constructed all of its material facilities operating under the FCC Licenses within the construction period provided under the Communications Act. (c) No event has occurred (including any notice issued by the FCC), and no agreement has been entered into by the Company (including this Agreement), that now or after notice or lapse of time or both, might reasonably be expected to permit cancellation, revocation or termination of the FCC Licenses, or would result in any FCC action that could reasonably be expected to have a Material Adverse Effect, and there is not, to the Company's knowledge, pending or threatened any action or matter that would suggest that the FCC Licenses will not be renewed in the ordinary course. (d) There is not pending any application, petition, objection or other pleading filed with the FCC or any federal entity with jurisdiction to review administrative orders of the FCC, that questions the validity of or contests any of the FCC Licenses. (e) No consents, approvals or actions by the FCC are required to permit the consummation of the transactions contemplated hereby, and such consummation will not result in a violation of the Communications Act and will not cause any forfeiture or impairment of the FCC Licenses.the

FCC Matters. (a) The Section 3.25(a) of the Company Disclosure Schedules lists all FCC has issued to Licenses held by the CompanyCompany or its Subsidiaries, and with respect to each FCC License, the Company holds licensee name, description of the license and current expiration date. Such FCC Licenses constitute all material licenses (of the "authorizations required under the Communications Act or the rules, regulations and policies of the FCC LICENSES") necessary to conduct its business as such business is currently conducted and proposed to be conducted, and such for the present operation of the Business. The FCC Licenses are valid and in full force and effecteffect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired. For the two-year period prior There is no pending or, to the date hereofCompany’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), 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 has filed all statements, reports and information required Group by or before the FCC. The FCC Licenses are not subject to any condition except for those conditions appearing on the face of the FCC and duly performed in all respects all Licenses or that otherwise apply pursuant to applicable Law. Each member of its obligations under such FCC Licenses and the Communications Act. (b) The Company Group is in compliance in all material respects with the FCC Licenses, the Communications Act governing and the ownership rules, regulations and operation policies of the paging systems ownedFCC. All material reports and filings required to be filed with, permittedand all regulatory fees required to be paid to, licensed, being constructed and/or operated pursuant to the FCC Licensesby any member of the Company Group has been timely filed and paid. There is not now 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 or, to at the FCC as of the date hereof. To the Company's or any Subsidiary's ’s knowledge, threatened there are no facts or circumstances relating to any litigationmember of the Company Group that would or might reasonably be expected to, proceeding or investigation before 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 that might result in Applications, (ii) materially delay obtaining the grants of the FCC Applications or (iii) cause the FCC to impose a termination material condition or conditions on its granting of any of the FCC Licenses. The Company has constructed all of its material facilities operating under the FCC Licenses within the construction period provided under the Communications ActApplications. (c) No event has occurred (including any notice issued by the FCC), and no agreement has been entered into by the Company (including this Agreement), that now or after notice or lapse of time or both, might reasonably be expected to permit cancellation, revocation or termination of the FCC Licenses, or would result in any FCC action that could reasonably be expected to have a Material Adverse Effect, and there is not, to the Company's knowledge, pending or threatened any action or matter that would suggest that the FCC Licenses will not be renewed in the ordinary course. (d) There is not pending any application, petition, objection or other pleading filed with the FCC or any federal entity with jurisdiction to review administrative orders of the FCC, that questions the validity of or contests any of the FCC Licenses. (e) No consents, approvals or actions by the FCC are required to permit the consummation of the transactions contemplated hereby, and such consummation will not result in a violation of the Communications Act and will not cause any forfeiture or impairment of the FCC Licenses.

FCC Matters. (ai) 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 issued been granted pursuant to a Final Order (without regard to the Company, 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 holds all material licenses (the "FCC LICENSES") necessary to conduct its business as such business Disclosure Letter, is currently conducted and proposed to be conducted, and such FCC Licenses are valid and in full force and effect. For the two-year period prior to the date hereof, the Company and has filed all statementsnot been suspended, reports and information required by revoked, cancelled, terminated or forfeited or adversely modified; (B) there is no proceeding pending before the FCC or any other Governmental Entity (and duly performed in all respects all no pending judicial review of its obligations under such FCC Licenses and the Communications Act. (ba proceeding) The Company is in compliance in all material respects with the Communications Act governing the ownership and operation of the paging systems owned, permitted, licensed, being constructed and/or operated pursuant to the FCC Licenses. There is not now pending or, to the Knowledge of the Company's or any Subsidiary's knowledge, threatened by any litigationPerson with respect to any FCC License that would, proceeding individually or investigation before in the FCC that might aggregate, reasonably be likely to result in a termination the suspension, revocation, cancellation, termination, forfeiture, or adverse modification of any FCC License; and (C) to the Knowledge of the FCC Licenses. The Company has constructed all of its material facilities operating under the FCC Licenses within the construction period provided under the Communications Act. (c) No event has occurred (including any notice issued by the FCC)Company, and no agreement has been entered into by the Company (including this Agreement)event, that now condition or circumstance exists or, after notice or lapse of time or both, might reasonably be expected to permit cancellation, revocation or termination of the FCC Licenseswould exist that would constitute a breach of, or would result in default under, the terms and conditions of any FCC action 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 could reasonably be expected to have a Material Adverse Effectplace such FCC license at risk of suspension, and there is notrevocation, cancellation, termination, forfeiture or modification. For purposes of this Agreement, “Knowledge” means, with respect to the Company's knowledgeCompany or Parent, pending or threatened any action or matter that would suggest that the FCC Licenses will not be renewed in the ordinary course. (d) There is not pending any application, petition, objection or other pleading filed with the FCC or any federal entity with jurisdiction to review administrative orders knowledge of the FCC, that questions the validity of or contests any executive officers of the FCC LicensesCompany or Parent, as the case may be, after reasonable inquiry. (e) No consents, approvals or actions by the FCC are required to permit the consummation of the transactions contemplated hereby, and such consummation will not result in a violation of the Communications Act and will not cause any forfeiture or impairment of the FCC Licenses.

FCC Matters. (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 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 no condition outside of the ordinary course imposed on any of the Licenses by the FCC except those that are either set forth on the face of the Licenses, 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 issued 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 Company holds all material licenses (the "FCC LICENSES"Closing Date) necessary to conduct its business as such business is currently conducted and proposed to be conducted, and such FCC Licenses are valid and in full force and effect. For the two-year period prior to the date hereof, the Company has filed all statements, reports and information required by the FCC and duly performed in all respects all of its obligations under such FCC Licenses and the Communications Act. (b) The Company is in compliance in all material respects with the Communications Act governing the ownership and operation of the paging systems owned, permitted, licensed, being constructed and/or operated pursuant to the FCC Licenses. There is not now pending or, to Sellers' Knowledge after due inquiry, threatened against the Company's or any Subsidiary's knowledge, threatened any litigation, proceeding or investigation before the FCC that might result in a termination of any of the FCC Licenses. The Company has constructed all of its material facilities operating under the FCC Licenses within the construction period provided under the Communications Act. (c) No event has occurred (including any notice issued by the FCC), and no agreement has been entered into by the Company (including this Agreement), that now or after notice or lapse of time or both, might reasonably be expected to permit cancellation, revocation or termination of the FCC Licenses, or would result in any FCC action that could reasonably be expected to have a Material Adverse Effect, and there is not, to the Company's knowledge, pending or threatened any action or matter that would suggest that the FCC Licenses will not be renewed in the ordinary course. (d) There is not pending any application, action, petition, objection or other pleading filed pleading, or any proceeding with the FCC or any federal entity with jurisdiction to review administrative orders of the FCCother Governmental Authority, that which (i) questions or contests the validity of of, or contests seeks the revocation, forfeiture, non-renewal or suspension of, any of the Licenses, (ii) seeks the imposition of any modification or amendment with respect to any of the Licenses, (iii) which would adversely affect the ability of Sellers to consummate the Transactions or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the Licenses. Except as set forth on 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 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, will not have a Seller Material Adverse Effect. The Company Licenses are free and clear of all Liens and are unimpaired by any acts or omissions of the Company, its agents, assignees and licensees. All amounts owed to the FCC in connection with the Company Licenses have been timely paid. (e) No consents, approvals or actions by None of the facilities subject to the Licenses is (a) authorized pursuant to an authorization which is subject to challenge before the FCC are required or any court of competent jurisdiction or (b) subject to permit the consummation any lease, sublease or any agreement to make it available to a third party. None of the transactions contemplated herebyfacilities subject to the Licenses are operating pursuant to a special temporary or development authority. (f) Section 3.8(e) of the Disclosure Schedule 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 consummation will not result in a violation Tower Lease or Sublease. True and complete copies of the Communications Act and will not cause any forfeiture or impairment of the FCC LicensesTower Subleases have been provided to Purchaser.

FCC Matters. (ai) The 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 Permitted Purchase, to be held by each Loan Party and correctly sets forth the expiration date, if any, of each such FCC License. Each FCC License was duly and validly issued by the FCC pursuant to procedures which comply with all requirements of applicable law, and neither the Borrower nor any other Loan Party has issued 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 Company, and revocation or suspension of any FCC License. The Loan Parties have the Company holds right to use all material licenses (FCC Licenses required in the "FCC LICENSES") necessary to conduct its ordinary course of business as such business is currently conducted and proposed to be conducted, and for the operation of the Broadcast Stations. Each such FCC Licenses are valid and License is in full force and effect. For the two-year period prior to the date hereof, the Company has filed all statements, reports and information required by the FCC and duly performed in all respects all of its obligations under such FCC Licenses and the Communications Act. (b) The Company each holder thereof is in substantial compliance in all material respects therewith with no known conflict with the Communications Act governing the ownership and operation valid rights of the paging systems owned, permitted, licensed, being constructed and/or operated pursuant to the FCC Licenses. There is not now pending or, to the Company's or any Subsidiary's knowledge, threatened any litigation, proceeding or investigation before the FCC that might result in a termination of any of the FCC Licenses. The Company has constructed all of its material facilities operating under the FCC Licenses within the construction period provided under the Communications Act. (c) No event has occurred (including any notice issued by the FCC), and no agreement has been entered into by the Company (including this Agreement), that now or after notice or lapse of time or both, might reasonably be expected to permit cancellation, revocation or termination of the FCC Licenses, or would result in any FCC action that others which could reasonably be expected to have a Material Adverse Effect. No event has occurred which permits, and there is notor 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. Except as permitted by subsection 5.10, the Company's knowledge, pending Borrower does not directly own or threatened hold any action or matter that would suggest that the FCC Licenses will not be renewed in the ordinary courseLicense. (dii) There is not pending any application, petition, objection or other pleading The Loan Parties have duly filed with the FCC or any federal entity with jurisdiction to review administrative orders of the FCC, that questions the validity of or contests any of the FCC Licenses. (e) No consents, approvals or actions by the FCC in a timely manner all material filings which are required to permit be filed by the consummation of the transactions contemplated hereby, and such consummation will not result in a violation of Loan Parties under the Communications Act and will not cause any forfeiture or impairment are in all material respects in substantial compliance with the Communications Act, including, without limitation, the rules and regulations of the FCC Licensesrelating to the broadcast of television signals or the operation of the Broadcast Stations. (iii) None of the Facilities (including without limitation, the transmitter and tower sites owned or used by the Borrower or any 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 Agent and the Lenders.

FCC Matters. (a) 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 has Licenses were duly issued to by the CompanyFCC, and the Company holds all material licenses (the "FCC LICENSES") necessary to conduct its business as such business is currently conducted and proposed to be conducted, and such FCC Licenses are valid and 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"). For The FCC Licenses permit the two-year period prior Company or ART to operate within the service area and on the channels specified. The Company has good and marketable title to the date hereofFCC 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 filed all statementsno 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, reports and information required by the FCC and duly performed in all respects all of its obligations under such FCC Licenses and the Communications Act. (b) The Company is in compliance in all material respects with the Communications Act governing the ownership and operation of the paging systems owned, permitted, licensed, being constructed and/or operated pursuant to the FCC Licenses. There is not now pending or, to the Company's or any Subsidiary's knowledge, threatened any litigation, proceeding or investigation before the FCC that might result in a termination of any of the FCC Licenses. The Company has constructed all of its material facilities operating under the FCC Licenses within the construction period provided under the Communications Act. (c) No event has occurred (including any notice issued by the FCC), and no agreement has been entered into by the Company (including this Agreement), that now or after notice or lapse of time or both, might reasonably be expected to permit cancellation, revocation or termination of the FCC Licenses, or would result in any FCC action that could reasonably be expected to have a Material Adverse Effect, the Company has timely made all filings, reports, paid any fees, and there is not, to otherwise met all FCC applicable requirements concerning the Company's knowledge, pending or threatened FCC Licenses. The Company has not taken any action or matter that would suggest that the FCC Licenses will not be renewed in the ordinary course. (d) There is not pending failed to take any applicationaction, petition, objection and there are no formal or other pleading filed proceeding pending against the Company with the FCC or any federal entity with jurisdiction to review administrative orders of the FCCrespect to, that questions the validity of or contests 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 (ei) No consents, approvals or actions before the FCC relating to the business conducted by the FCC are required Obligors, (ii) before any Governmental Authority relating to permit the consummation 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 transactions contemplated herebybusiness conducted by the Obligors involving zoning issues under any Governmental Requirement, and except for, in each such consummation will not result case, any such event that could not, singly or in the aggregate, reasonably be expected to have a violation of the Communications Act and will not cause any forfeiture or impairment of the FCC LicensesMaterial Adverse Effect.

FCC Matters. (a) The Section 2.17(a) of the Disclosure Schedule sets forth a true and complete list of all material licenses, permits and other authorizations issued by the FCC has issued with respect to the CompanyStations and the Sharing Stations (the “FCC Licenses”), and the Company holds holders thereof, which FCC Licenses constitute all of the FCC Licenses required by the FCC for the operation of the Stations and Sharing Stations as presently operated, in all material licenses (the "FCC LICENSES") necessary to conduct its business as such business is currently conducted and proposed to be conducted, and such respects. The FCC Licenses are valid and in full force and effecteffect and have not been revoked, suspended, canceled, rescinded or terminated, and have not expired. For Except as set forth on Section 2.17(a) of the two-year period prior to Disclosure Schedule, each FCC License (i) has been issued for the date hereof, the Company has filed all statements, reports and information required full term customarily issued by the FCC and duly performed in all respects all for the class of its obligations under station authorized by such FCC Licenses License and (ii) is not subject to any condition outside the Communications Actordinary course, except for those conditions appearing on the face of such FCC License and conditions generally applicable to such FCC License. (b) The Company Group operates and has operated each Station in compliance with the Communications Act of 1934, as amended, and the rules, regulations and written policies of the FCC promulgated pursuant thereto (the “Communications Laws”) and the FCC Licenses in all material respects and have paid or caused to be paid all FCC regulatory fees due in respect to each FCC License related to a Station. To the Knowledge of the Company, with respect to each Sharing Station, each Sharing Station is operated and has been operated in compliance with the Communications Laws and the FCC Licenses in all material respects and has paid or caused to be paid all FCC regulatory fees due in respect to each FCC License related to a Station. The services provided to each Sharing Station by the Company Group have been provided in compliance with the Communications Laws and the FCC Licenses in all material respects. All material registrations and reports required to have been filed with the FCC relating to the FCC Licenses have been filed. Except as set forth on Section 2.17(b) of the Disclosure Schedule, to the Company’s knowledge, there is not pending, nor threatened, any action by or before the FCC to revoke, suspend, cancel, rescind or materially adversely modify any of the FCC Licenses (other than proceedings to amend FCC rules of general applicability), nor is there issued or outstanding, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against the FCC Licenses, the Company Group with respect to the FCC Licenses or any third party with respect to the Sharing Stations, that would reasonably be expected to result in any such action. Except as set forth on Section 2.17(b) of the Disclosure Schedule and other than proceedings affecting television broadcast stations generally, there are no material applications, petitions, proceedings or other material actions or complaints pending (about which the Company has been notified) or, or to the Company’s Knowledge, threatened before the FCC relating to the FCC Licenses. Except as set forth on Section 2.17(b) of the Disclosure Schedule, neither the Company Group nor their respective subsidiaries has, on behalf of any of the Stations, (i) entered into a tolling agreement or otherwise waived any statute of limitations relating to the Stations affecting the time during which the FCC may assess any fine or forfeiture or take any other action or (ii) agreed to any extension of time with respect to any FCC investigation or proceeding. Except as set forth on Section 2.17(b) of the Disclosure Schedule, neither any party to a Sharing Agreement nor their respective subsidiaries has, on behalf of any of the Stations, (i) entered into a tolling agreement or otherwise waived any statute of limitations relating to the Sharing Stations, which tolling agreement or waiver is still in effect, affecting the time during which the FCC may assess any fine or forfeiture or take any other action or (ii) agreed to any extension of time with respect to any FCC investigation or proceeding, which extension remains in effect. (c) Except as set forth on Section 2.17(c) of the Disclosure Schedule, no waiver of or exemption from any provision of the Communications Laws in effect as of the date of this Agreement, with respect to the Company, is necessary for the FCC Consent to be obtained. Except as set forth on Section 2.17(c) of the Disclosure Schedule, to the Company’s Knowledge, there are no facts or circumstances relating to the FCC Licenses or the Company Group that would reasonably be expected to (i) result in the FCC’s refusal to grant the FCC Consent, or (ii) materially delay or impede the receipt of the FCC Consent. To the Company’s Knowledge, there is no fact or circumstance relating to the Company or any Affiliate of the Company that could reasonably be expected to prevent the FCC from granting the FCC Applications. (d) Except as set forth on Section 2.17(d) of the Disclosure Schedule, the Company Group is not a party to any local marketing agreement, time brokerage agreement, joint sales agreement, shared services agreement, newscast production services agreement or other similar agreement (collectively, a “Sharing Agreement”). (e) Except as set forth on Section 2.17(e) of the Disclosure Schedule, each Station and Sharing Station that is required to relocate to a different channel as part of the broadcast television repack following the Broadcast Incentive Auction (the “Repack”) has received a construction permit for a new channel (each, a “Repack Permit”), and each Repack Permit is in compliance full force and effect and is not subject to any petition for reconsideration, petition for review or other objection. Except as set forth on Section 2.17(e) of the Disclosure Schedule, to the Company’s Knowledge, there are no facts or circumstances relating to any Repack Permit or the construction and operation of the facilities authorized therein that would reasonably be expected to prevent the Company or the licensee of a Sharing Station from completing construction in accordance in all material respects with the Communications Act governing the ownership and operation terms of the paging systems owned, permitted, licensed, being constructed and/or operated pursuant to the FCC Licenses. There is not now pending or, to the Company's or any Subsidiary's knowledge, threatened any litigation, proceeding or investigation before the FCC that might result in a termination of any of the FCC Licenses. The Company has constructed all of its material facilities operating under the FCC Licenses within the construction period provided under the Communications ActRepack Permit. (c) No event has occurred (including any notice issued by the FCC), and no agreement has been entered into by the Company (including this Agreement), that now or after notice or lapse of time or both, might reasonably be expected to permit cancellation, revocation or termination of the FCC Licenses, or would result in any FCC action that could reasonably be expected to have a Material Adverse Effect, and there is not, to the Company's knowledge, pending or threatened any action or matter that would suggest that the FCC Licenses will not be renewed in the ordinary course. (d) There is not pending any application, petition, objection or other pleading filed with the FCC or any federal entity with jurisdiction to review administrative orders of the FCC, that questions the validity of or contests any of the FCC Licenses. (e) No consents, approvals or actions by the FCC are required to permit the consummation of the transactions contemplated hereby, and such consummation will not result in a violation of the Communications Act and will not cause any forfeiture or impairment of the FCC Licenses.

FCC Matters. (a) The To Sellers’ Knowledge, Section 4.19(a) of the Disclosure Schedule sets forth a true and complete list of all FCC has issued Licenses held by each FrontStreet Company (the “Company FCC Licenses”). To Sellers’ Knowledge, for each Company FCC License, Section 4.19(a) of the Disclosure Schedule sets forth (A) name of the licensee, (B) the FCC call sign, (C) the authorized channel(s), (D) the geographic area of authorization (the “Market”) and (E) the date of original issuance or, if applicable, last renewal. To Sellers’ Knowledge, except for Permitted Encumbrances, all Company FCC Licenses are owned by the applicable FrontStreet Company free and clear of all Liens. (b) To Sellers’ Knowledge, the grant, renewal or assignment of the Company FCC Licenses to the Company, existing licensee thereof was approved by the FCC and the Company holds all material licenses (the "FCC LICENSES") necessary to conduct its business as such business is currently conducted and proposed to be conducted, and such FCC Licenses are valid validly issued and in full force and effect. For To Sellers’ Knowledge, there is no Proceeding pending before the two-year period FCC or threatened with respect to any Company FCC License. (c) To Sellers’ Knowledge, no application with respect to any Company FCC License is currently pending with the FCC. (d) To Sellers’ Knowledge, neither FrontStreet Company is a party to or bound by any Contract with respect to spectrum capacity under any Company FCC License or to accept any interference with respect to any Company FCC License. (e) To Sellers’ Knowledge, prior to the date hereof, the Sellers have made available or provided to Buyer true and complete copies of each Company has filed all statements, reports and information required by the FCC and duly performed in all respects all of its obligations under such FCC Licenses and the Communications ActLicense. (bf) The To Sellers’ Knowledge, there is no Company FCC License that is in compliance in all material respects with the Communications Act governing the ownership and operation of the paging systems owned, permitted, licensed, being constructed and/or operated pursuant currently subject to the FCC Licenses. There is not now pending or, to the Company's a condition or any Subsidiary's knowledge, threatened any litigation, proceeding or investigation before the FCC that might result in a termination of any of the FCC Licenses. The Company has constructed all of its material facilities operating under the FCC Licenses within the construction period provided under the Communications Act. (c) No event has occurred (including any notice issued by the FCC), and no agreement has been entered into by the Company (including this Agreement), that now or after notice or lapse of time or both, might reasonably be expected to permit cancellation, revocation or termination of the FCC Licenses, or would result in any FCC action situation that could reasonably be expected to have a Material Adverse Effectplace the applicable FCC License at material risk of revocation, and there is not, to cancellation or forfeiture within 180 days after the Company's knowledge, pending or threatened any action or matter that would suggest that the FCC Licenses will not be renewed in the ordinary courseClosing Date. (dg) There is not pending any application, petition, objection or This Section 4.19 contains the exclusive representations and warranties of Sellers with regard to FCC Licenses and other pleading filed with the FCC or any federal entity with jurisdiction to review administrative orders of the FCC, that questions the validity of or contests any of the FCC Licensesmatters. (e) No consents, approvals or actions by the FCC are required to permit the consummation of the transactions contemplated hereby, and such consummation will not result in a violation of the Communications Act and will not cause any forfeiture or impairment of the FCC Licenses.

FCC Matters. (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 to Parent, including any and all amendments and modifications thereto. The FCC has Licenses are validly held by the FCC Licensees. The FCC Licenses have been issued to for the Companyfull terms customarily issued by the FCC for each class of Station, and the Company holds all material licenses (the "FCC LICENSES") necessary to conduct its business as such business is currently conducted and proposed to be conducted, and such FCC Licenses are valid and in full force and effect. For not subject to any condition except for those conditions appearing on the two-year period prior to face of the date hereof, the Company has filed all statements, reports and information required by the FCC and duly performed in all respects all of its obligations under such FCC Licenses and conditions disclosed in Section 4.21(a)(ii) of the Communications ActCompany Disclosure Schedule. (b) The Company is in compliance in all material respects with the Communications Act governing the ownership and operation Section 4.21(a)(ii) of the paging systems owned, permitted, licensed, being constructed and/or operated pursuant to Company Disclosure Schedule contains a true and complete list of all applications submitted by the FCC Licenses. There is not now pending or, to the Company's Company or any Subsidiary's knowledge, threatened any litigation, proceeding or investigation of its Subsidiaries pending before the FCC that might result in a termination relating to the operation of any of the FCC Licenses. The Company has constructed all of its material facilities operating under the FCC Licenses within the construction period provided under the Communications Acttheir respective businesses. (c) No event has occurred (including any notice issued by The Company and its Subsidiaries have operated in compliance with the FCC), Communications Act and no agreement has been entered into by the Company (including this Agreement), that now or after notice or lapse of time or both, might reasonably be expected to permit cancellation, revocation or termination of the FCC Licenses, or would result in any FCC action that could reasonably be expected to have a Material Adverse Effect, and there is not, to the Company's knowledge, pending or threatened any action or matter that would suggest that the FCC Licenses will not be renewed in all material respects, the ordinary courseCompany 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) There is not pending any application, petition, objection or other pleading filed with 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 federal entity with jurisdiction of its Subsidiaries, which would reasonably be expected to review administrative orders of (i) result in the FCC, that questions the validity of or contests any ’s denial of the FCC Licenses. Applications or refusal to grant the FCC Consent or otherwise disqualify Parent or Merger Subsidiary, (eii) No consentsmaterially delay the obtaining of the FCC Consents or (iii) cause the FCC to impose any material condition on its granting of the FCC Consents; provided, approvals however, that the Company makes no representations or actions warranties relating to Parent or Merger Subsidiary. The Company has no reason to believe that the FCC Applications might be challenged or might not be granted by the FCC are required in the ordinary course due to permit any fact or circumstance relating to the consummation Company, any of its Subsidiaries or the Company’s or any of its Subsidiaries’ operation of the transactions contemplated herebyStations; provided, and such consummation will not result in a violation of however, that the Communications Act and will not cause any forfeiture Company makes no representations or impairment of the FCC Licenseswarranties relating to Parent or Merger Subsidiary.