Common use of Government Authorizations Clause in Contracts

Government Authorizations. Section 1.1 (a) of the Disclosure Schedule contains a true and complete list of all the Licenses, which Licenses are sufficient for the lawful conduct of the business and operation of the Station in the manner and to the full extent they are currently conducted. Seller is the authorized legal holder of the Licenses, none of which is subject to any restriction or condition which would limit in any material respect the full operation of the Station as now operated. There are no applications, complaints or proceedings pending or, to the best of Seller's knowledge, threatened as of the date hereof before the Commission or any other governmental authority relating to the business or operations of the Station, other than applications, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications thereto. The Licenses are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller or its officers, directors or employees; and the operation of the Station is in accordance with the Licenses and the underlying construction permits. No proceedings are pending or, to the knowledge of Seller, are threatened which may result in the revocation, modification, non-renewal or suspension of any of the Licenses, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission with respect to the Licenses or which may affect Buyer's ability to continue to operate the Station as it is currently operated. Seller has taken no action which, to its knowledge, could lead to revocation or non- renewal of the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of the Licenses. All material reports, forms and statements required to be filed with the Commission with respect to the Station since the grant of the last renewal of the Licenses have been filed and are complete and accurate. To the knowledge of Seller, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies and orders of the Commission, would disqualify Seller as assignor, and Buyer as assignee, in connection with the Assignment Application.

Government Authorizations. Section 1.1 (ai) of the Disclosure Schedule Exhibit 1(k) hereto contains a true and complete list of all the LicensesLicenses and other licenses, permits or other authorizations from governmental and regulatory authorities which Licenses are sufficient required for the lawful conduct of the business and operation operations of the Station Stations in the manner and to the full extent they are currently conductedpresently conducted (including, without limitation, auxiliary licenses associated with each Station), except for such licenses, permits and authorizations the failure of which to obtain would not have an adverse effect on Regent or the Stations. Seller Alta has delivered to Regent true and complete copies of the Stations' Licenses and the other licenses, permits and authorizations listed in Exhibit 1(k), including any and all amendments and other modifications thereto. (ii) As specified in Exhibit 1(k), Alta is the authorized legal holder of the LicensesLicenses and other licenses, permits and authorizations listed in Exhibit 1(k). Except as set forth in Exhibit 1(k), none of which the Licenses and other licenses, permits and authorizations listed in Exhibit 1(k) is subject to any restriction restrictions or condition conditions which would materially limit in any material respect the full operation of the Station Stations as now operated. There . (iii) Except as set forth in Exhibit 1(k), and except for matters affecting the radio broadcast industry generally, there are no applications, complaints complaints, petitions or proceedings pending or, to the best Best Knowledge of Seller's knowledgeAlta, threatened as of the date hereof before the Commission FCC or any other governmental or regulatory authority relating to the business or operations of the StationStations. Except as set forth in Exhibit 1(k), the Licenses and the other than applicationslicenses, complaints or proceedings which generally affect the broadcasting industry as a whole, permits and other than reports and forms filed authorizations listed in the ordinary course of the Station's business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications thereto. The Licenses Exhibit 1(k) are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller Alta or its stockholder, officers, directors or employees; and the operation . The operations of the Station is Stations are in accordance with the Licenses and the underlying construction permitspermits and the other licenses, permits and authorizations listed in Exhibit 1(k). No proceedings are pending or, to the knowledge Best Knowledge of SellerAlta, are threatened threatened, and there has not been any act or omission of Alta or any of its officers, directors, stockholder or employees, which may result in the revocation, modification, non-renewal or suspension of any of the LicensesLicenses or the other licenses, permits and authorizations listed in Exhibit 1(k), the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission FCC or any other governmental or regulatory authority with respect to the Licenses or the other licenses, permits and authorizations listed in Exhibit 1(k) or which may affect BuyerRegent's ability to continue to operate the Station Stations as it is they are currently operated. Seller has taken no action which, to its knowledge, could lead to revocation or non- renewal . (iv) Each Station is operating with the maximum facilities specified in the respective Station License. (v) To the Best Knowledge of Alta: (i) none of the Licenses, Stations is causing objectionable interference to the transmissions of any other broadcast station or communications facility nor omitted to take have any action which, by reason of its omission, could lead to revocation of the Licenses. Stations received any complaints with respect thereto; and (ii) no other broadcast station or communications facility is causing objectionable interference to respective transmissions of either Station or the public's reception of such transmissions. (vi) Alta has no reason to believe that the Licenses and the other licenses, permits, or authorizations listed in Exhibit 1(k) will not be renewed in their ordinary course. (vii) All material reports, forms forms, and statements required to be filed by Alta with the Commission FCC with respect to the Station Stations since the grant of the last renewal of the Licenses have been filed and are substantially complete and accurate. . (viii) To the knowledge Best Knowledge of SellerAlta, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies rules and orders regulations of the CommissionFCC, would disqualify Seller Alta as assignorassignor of the Licenses or cause the Licenses and the other licenses, permits and Buyer as assignee, authorizations listed in connection Exhibit 1(k) not to be renewed in their ordinary course. (ix) The operation of the Stations and all of the Broadcast Assets are in compliance in all respects with the Assignment ApplicationANSI Radiation Standards C95.1 - 1982.

Government Authorizations. Section 1.1 (a) Section 1.1(a) of the Disclosure Schedule contains a true and complete list of all the Licenses, which Licenses are sufficient for the lawful conduct of the business and operation of the Station in the manner and to the full extent they are currently conducted. Seller is the authorized legal holder of the Licenses, none of which is subject to any restriction or condition which would limit in any material respect the full operation of the Station as now operated. There are no applications, complaints or proceedings pending or, to the best of Seller's knowledge, threatened as of the date hereof before the Commission or any other governmental authority relating to the business or operations of the Station, other than applications, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications thereto. The Licenses are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller or its officers, directors or employees; and the operation of the Station is in accordance with the Licenses and the underlying construction permits. No proceedings are pending or, to the knowledge of Seller, are threatened which may result in the revocation, modification, non-renewal or suspension of any of the Licenses, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission with respect to the Licenses or which may affect Buyer's ability to continue to operate the Station as it is currently operated. Station (b) The Seller has taken no action whichdisclosed and the Buyer acknowledges and agrees that WKII(AM) is not operating under a Federal Communications Commission License, but rather a Special Temporary Authority (the "STA") granted initially on August5, 1991, and subsequently extended through November 10, 1995, in increments of six months or one year (at the Commission's discretion). This STA permits WKII(AM) to its knowledgeoperate as if licensed, could lead but is subject to revocation revision, suspension or non- renewal of termination at the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of the Licenses. All material reports, forms and statements required to be filed with the Commission with respect to the Station since the grant of the last renewal of the Licenses have been filed and are complete and accurate. To the knowledge of Seller, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies and orders sole discretion of the Commission. Therefore, would disqualify Buyer understands and agrees that, notwithstanding anything to the contrary contained in this Agreement, Seller as assignor, and Buyer as assignee, makes no representations that said STA shall remain in connection with effect beyond the Assignment Applicationdate of closing.

Government Authorizations. Section 1.1 (ai) of the Disclosure Schedule Exhibit 1(bb) hereto contains a true and complete list of all licenses, permits or other authorizations issued by the Licenses, Commission which Licenses are sufficient required for the lawful conduct of the business and operation operations of the Regent Station and the Park Lane Stations in the manner and to the full extent they are currently conductedpresently conducted (including, without limitation, auxiliary licenses associated with each Station). Seller is Regent has delivered to Faircom true and complete copies of the Regent Licenses, including any and all amendments and other modifications thereto. (ii) The entities specified on Exhibit 1(bb) are the authorized legal holder holders of the Regent Licenses. Except as set forth in Exhibit 1(bb), none of which the Regent Licenses is subject to any restriction restrictions or condition conditions which would materially limit in any material respect the full operation of the Regent Station or the Park Lane Stations as now operated. There . (iii) Except as set forth in Exhibit 1(bb), and except for matters affecting the radio broadcast industry generally, there are no applications, complaints complaints, petitions or proceedings pending or, to the best of Seller's knowledge, or threatened as of the date hereof before the Commission or any other governmental or regulatory authority relating to the business or operations of the Station, other than applications, complaints Regent Station or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course any of the Station's businessPark Lane Stations. Seller has delivered to Buyer true and complete copies of Except as set forth in Exhibit 1(bb), the Licenses, including any and all additions, amendments and other modifications thereto. The Regent Licenses are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller Regent or its stockholders, officers, directors or employees; . The operations of the Regent Station and the operation of the Station is Park Lane Stations are in accordance in all material respects with the Regent Licenses and the underlying construction permits. No proceedings are pending oror threatened, to the knowledge and there has not been any act or omission of SellerRegent or any of its officers, are threatened directors, stockholders or employees, which reasonably may result in the revocation, modification, non-renewal renewal, suspension or suspension material modification of any of the Regent Licenses, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission or any other governmental or regulatory authority with respect to the Regent Licenses or which reasonably may affect BuyerRegent's ability to continue to operate the Regent Station and the Park Lane Stations substantially as it is they are currently operated. Seller has taken no action which, to its knowledge, could lead to revocation or non- renewal . (iv) The Regent Station and each of the Licenses, Park Lane Stations is operating with the maximum facilities specified in the Regent License. (v) Neither the Regent Station nor omitted to take any action which, by reason of its omission, could lead to revocation of the Licenses. Park Lane Stations is causing objectionable interference to the transmissions of any other broadcast station or communications facility nor has any of the Park Lane Stations or the Regent Station received any complaints with respect thereto; and (ii) no other broadcast station or communications facility is causing objectionable interference to the respective transmissions of the Regent Station or the Park Lane Stations or the public's reception of such transmissions. (vi) Regent has no reason to believe that the Regent Licenses will not be renewed in their ordinary course. (vii) All material reports, forms forms, and statements required to be filed by Regent or the Regent Subsidiaries with the Commission with respect to the Regent Station and the Park Lane Stations since the grant of the last renewal of the Regent Licenses have been filed and are substantially complete and accurate. To the knowledge of Seller, there . (viii) There are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies rules and orders regulations of the Commission, would disqualify Seller as assignor, cause the Regent Licenses not to be renewed in their ordinary course. (ix) The operation of the Regent Station and Buyer as assignee, the Park Lane Station and all of the Regent Assets are in connection compliance in all material respects with the Assignment ApplicationANSI Radiation Standards C95.1 - 1992.

Government Authorizations. Section 1.1 (a) of Schedule 1.2(a) lists the Disclosure Station Licenses and other material Government Authorizations (including those issued by the FAA), and, except as set forth on Schedule contains a true 1.2(a), and complete list of all the Licensesthere are no other licenses, which Licenses are sufficient permits or other authorizations from governmental or regulatory authorities required for the lawful conduct of the business and operation of the Station in the manner and to the full extent they are currently it is now conducted or proposed to be conducted. Seller is The Station Licenses and other licenses, permits and authorizations listed in Schedule 1.2(a) were validly issued and are validly held by Seller, are in full force and effect, and except as disclosed in Schedule 1.2(a) or on the authorized legal holder face of the Licensessuch Station License, none of which is subject to any restriction or condition which would limit in any material respect the full operation of the Station in accordance with the terms of such Station Licenses. (b) Except as now operated. There disclosed in Schedule 1.2(a), there are no applications, complaints petitions, complaints, investigations or other proceedings pending or, to the best of Seller's knowledge, threatened as of the date hereof before the Commission or any other governmental authority FCC relating to the business or operations of the Station, other than applications, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications thereto. The Licenses are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller or its officers, directors or employees; and the operation of the Station is in accordance with the Licenses and the underlying construction permits. No proceedings are pending or, to the knowledge of Seller, are threatened which or that may result in the revocation, modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending applications, the issuance of any cease and desist order, application or the imposition of any fines, forfeitures, or other administrative actions by the Commission with respect to the Licenses or which may affect Buyer's ability to continue to operate the Station as it is currently operated. Seller has taken no action which, to its knowledge, could lead to revocation or non- renewal of the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of the Licenses. All material reports, forms and statements required to be filed with the Commission FCC with respect to the Station since or its operation other than proceedings affecting the grant broadcasting industry generally. Except as disclosed in Schedule 1.2(a), Seller is not subject to any outstanding judgment or order of the last renewal FCC or any court relating to the Station. The Station is being constructed and will be operated in accordance with the terms and conditions of the Licenses have been filed Station Licenses, the underlying construction permits, the Communications Act of 1934, as amended, and are complete all rules, regulations and accurate. policies of the FCC. (c) To the knowledge of Seller's knowledge, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies rules and orders regulations of the CommissionFCC, would disqualify Seller it as assignor, and Buyer as assignee, in connection with the Assignment Applicationassignor of the Station Licenses.

Government Authorizations. Section 1.1 (a) of the Disclosure Schedule 7.4.1 SCHEDULE 7.4 hereto contains a true and complete list of all the Licenses, Stations Licenses which Licenses are sufficient required for the lawful conduct of the business and operation operations of the Station Stations in the manner and to the full extent they are currently conductedpresently conducted (including, without limitation, auxiliary licenses associated with each Station and all tower registrations), except for such non-FCC licenses, permits and authorizations the failure of which to obtain would not have a material adverse effect on Buyer or the Stations. Seller has delivered to Buyer true and complete copies of the Stations Licenses listed in SCHEDULE 7.4, including any and all amendments and other modifications thereto. 7.4.2 RLT is the authorized legal holder of the Stations Licenses. Except as set forth SCHEDULE 7.4, none of which the Stations Licenses is subject to any restriction restrictions or condition conditions which would materially limit in any material respect the full operation of the Station Stations as now operated. There . 7.4.3 Except as set forth in SCHEDULE 7.4, and except for matters relating to FCC rules, regulations, and policies affecting the radio broadcast industry generally, there are no applicationscomplaints, complaints petitions or proceedings pending or, to the best of Seller's knowledge, threatened as of the date hereof before the Commission FCC or any other governmental or regulatory authority relating to the business or operations of the StationStations. Except as set forth on SCHEDULE 7.4, other than applicationsthere are no applications pending by RLT before the FCC. Except as set forth in SCHEDULE 7.4, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications thereto. The Stations Licenses are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller or its directors, officers, directors or employees; , and the operation operations of the Station is Stations are in accordance with the Licenses and the underlying construction permitsStations Licenses. No Except as set forth on SCHEDULE 7.4, no proceedings are pending or, to the knowledge best of Seller's knowledge, are threatened threatened, and to the best of Seller's knowledge there has not been any act or omission of either Seller or any of its directors, officers, or employees, which may result in the revocation, modification, non-renewal or suspension of any of the Stations Licenses, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission FCC or any other governmental or regulatory authority with respect to the Stations Licenses or which may affect Buyer's ability to continue to operate the Station Stations as it is they are currently operated. . 7.4.4 Seller has taken no action which, reason to its knowledge, could lead to revocation or non- renewal of believe that the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of the Licenses. Stations Licenses will not be renewed in their ordinary course. 7.4.5 All material reports, forms forms, and statements required to be filed by RLT with the Commission FCC with respect to the Station Stations since the grant of the last renewal of the Stations Licenses have been filed and are substantially complete and accurate. . 7.4.6 To the best knowledge of Seller, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies rules and orders regulations of the CommissionFCC, would disqualify Seller RLT as assignor, and Buyer as assignee, assignor of the Stations Licenses or cause the Stations Licenses not to be renewed in connection with the Assignment Applicationtheir ordinary course.

Government Authorizations. Section 1.1 (ai) To the best knowledge of Topaz, the Disclosure Schedule KIXA APA contains a true and complete list of all the LicensesLicenses and other licenses, permits or other authorizations from governmental and regulatory authorities which Licenses are sufficient required for the lawful conduct of the business and operation operations of the Station in the manner and to the full extent they are currently conductedpresently conducted (including, without limitation, auxiliary licenses associated with the Station), except for such licenses, permits and authorizations the failure of which to obtain would not have an adverse effect on Regent or the Station. Seller Topaz has delivered to Regent true and complete copies of the Station's Licenses and the other licenses, permits and authorizations listed in Schedule 1(k), including any and all amendments and other modifications thereto. (ii) To the best knowledge of Topaz, as specified in the KIXA APA, RASA Communications, Inc. is the authorized legal holder of the LicensesLicenses and other licenses, permits and authorizations listed in the KIXA APA. Except as set forth in the KIXA APA, none of which the Licenses and other licenses, permits and authorizations listed in the KIXA APA is subject to any restriction restrictions or condition conditions which would materially limit in any material respect the full operation of the Station as now operated. There . (iii) To the Best Knowledge of Topaz, except as set forth in the KIXA APA, and except for matters affecting the radio broadcast industry generally, there are no applications, complaints complaints, petitions or proceedings pending or, to the best of Seller's knowledge, or threatened as of the date hereof before the Commission FCC or any other governmental or regulatory authority relating to the business or operations of the Station. To the best knowledge of Topaz, other than applications, complaints or proceedings which generally affect the broadcasting industry except as a whole, and other than reports and forms filed set forth in the ordinary course of KIXA APA, the Station's business. Seller has delivered to Buyer true Licenses and complete copies of the Licensesother licenses, including any permits and all additions, amendments and other modifications thereto. The Licenses authorizations listed in the KIXA APA are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller RASA Communications, Inc. or its stockholders, officers, directors or employees; and the operation . The operations of the Station is in accordance with the Licenses and the underlying construction permitspermits and the other licenses, permits and authorizations listed in the KIXA APA. No Except as set forth in the KIXA APA, no proceedings are pending oror threatened, to the knowledge and there has not been any act or omission of SellerTopaz or RASA Communications, are threatened Inc. or any of their respective officers, directors, stockholders or employees, which may result in the revocation, modification, non-renewal or suspension of any of the LicensesLicenses or the other licenses, permits and authorizations listed in the KIXA APA, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission FCC or any other governmental or regulatory authority with respect to the Licenses or the other licenses, permits and authorizations listed in the KIXA APA or which may affect BuyerRegent's ability to continue to operate the Station as it is currently operated. Seller . (iv) To the best knowledge of Topaz, the Station is operating with the maximum facilities specified in the License. (v) To the Best Knowledge of Topaz: (i) the Station is not causing objectionable interference to the transmissions of any other broadcast station or communications facility nor has taken the Station received any complaints with respect thereto; and (ii) no action which, other broadcast station or communications facility is causing objectionable interference to its knowledge, could lead to revocation or non- renewal transmissions of the LicensesStation or the public's reception of such transmissions. (vi) Topaz has no reason to believe that the Licenses and the other licenses, nor omitted to take any action whichpermits, by reason of its omission, could lead to revocation of or authorizations listed in the Licenses. KIXA APA will not be renewed in their ordinary course. (vii) All material reports, forms forms, and statements required to be filed by Topaz with the Commission FCC with respect to the Station since the grant of the last renewal of the Licenses have been filed and are substantially complete and accurate. . (viii) To the knowledge Best Knowledge of SellerTopaz, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies rules and orders regulations of the CommissionFCC, would disqualify Seller RASA Communications, Inc. as assignorassignor of the Licenses or cause the Licenses and the other licenses, permits and Buyer as assigneeauthorizations listed in the KIXA APA not to be renewed in their ordinary course. (ix) To the best knowledge of Topaz, the operations of the Station and all of the Broadcast Assets are in connection compliance in all respects with the Assignment ApplicationANSI Radiation Standards C95.1 - 1982.

Government Authorizations. Section 1.1 (a) Section 5.6 of the Disclosure Schedule contains a true and complete list of all the LicensesFCC Licenses and other material licenses, permits or other authorizations from governmental and regulatory authorities which Licenses are sufficient necessary for the lawful conduct of the business and operation operations of the Station in the manner and to the full extent they are currently presently conducted. Seller Liberty 1 is the authorized legal holder of the LicensesFCC Licenses and other licenses, permits and authorizations listed in said Section 5.6, none of which is subject to any restriction restrictions or condition which would limit in any material respect the full operation of the Station as now operated. There . (b) Except as set forth in said Section 5.6 of the Disclosure Schedule, there are no applications, complaints or proceedings pending (and as of the Closing, material applications, complaints or proceedings) or, to the best knowledge of Seller's knowledgeeither of the Liberty Entities, threatened as of the date hereof by or before the Commission or any other governmental authority FCC relating to the business or operations of the Station, Station other than applications, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications theretoindustry. The FCC Licenses listed in said Section 5.6 are in good standing, are in full force and effect and are unimpaired, and as of the Closing are unimpaired in any material respects, by any act or omission of Seller Liberty 1 or any of its respective officers, directors or employees; and the operation of the Station is in accordance with the Licenses and the underlying construction permitsFCC Licenses. No proceedings are pending or, to the knowledge of Sellereither of the Liberty Entities, are threatened with respect to the FCC Licenses which may result in the revocation, adverse modification, non-renewal or suspension of any of the FCC Licenses, the denial of any pending applicationsapplications for the Station, the issuance of any cease and desist orderorder against the Station, the imposition of any administrative actions sanctions by the Commission FCC with respect to the FCC Licenses which as of the date of this Agreement may have an adverse effect on or which as of the Closing may affect Buyerhave a material adverse effect on the Company's ability to continue to operate the Station as it is currently operated. Seller has taken Liberty 1 knows of no action which, to its knowledge, could lead to revocation or non- renewal of fact that would reasonably preclude the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of FCC Licenses that are renewable in the Licensesordinary course from being renewed in the ordinary course. All material reports, forms and statements required to be filed by Liberty 1 with the Commission FCC with respect to the Station since the grant of the last renewal of the FCC Licenses have been filed and are substantially complete and accurate. To the knowledge Liberty 1 knows of Seller, there are no facts which, under the Communications Act of 1934, as amendedAct, or the existing rules, regulations, requirements, policies rules and orders regulations of the CommissionFCC, would disqualify Seller Liberty 1 as assignor, and Buyer as assignee, in connection with an assignor of the Assignment ApplicationFCC Licenses.

Government Authorizations. Section 1.1 (a) of the 4.7.1 The Disclosure Schedule Letter contains a true and complete list of all the Licenseslicenses, permits, approvals, consents and other authorizations (including without limitation those issued or granted by Governmental Entities) which Licenses are sufficient required for the lawful conduct of the business and operations of the Company and the Subsidiaries (including without limitation the operation of the Station American Stations), in the manner and to the full extent they are currently presently conducted. Seller The foregoing listing includes, without limitation, all required Federal Communication Commission ("FCC") licenses (including auxiliary licenses associated with each American Station), Section 325 authorizations, permits, approvals, consents and other authorizations (collectively, the "American Station Licenses"). All of such licenses, permits, approvals, consents and other authorizations (including without limitation the American Station Licenses) are each referred to herein individually as a "Permit" and collectively as the "Permits." 4.7.2 The Company has previously delivered to Buyer true, correct and complete copies of the American Station Licenses and the other Permits, including without limitation any and all amendments and other modifications thereto. The American Station Licenses and the other Permits are in good standing and are in full force and effect. The American Station Licenses are unimpaired by any act or omission of the Company, any Subsidiary or any of their officers, directors or employees or of any Seller. The operation of each of the American Stations is in accordance with the American Station Licenses relating thereto and the underlying construction permits and the other Permits. 4.7.3 The Company has previously delivered to Buyer true, correct and complete copies of all concessions, licenses, permits, approvals, consents and other authorizations issued by the Mexican Secretaria de Comunicaciones y Transportes ("SCT") or other Governmental Entity (collectively, the "Mexican Station Licenses") issued to R.D.P. or the Company or any Subsidiary and relating to the operation of the Mexican Stations as now operated. Except as set forth in the Disclosure Letter, to the Company's knowledge, the Mexican Station Licenses are in good standing and are in full force and effect. Except as set forth in the Disclosure Letter, the Mexican Station Licenses are unimpaired by any act or omission of the Company, any Subsidiary or any of their officers, directors or employees or of any Seller; provided that no representation is made by the Company that the Company's purchase of air time and provision of programming under the Sales Agency Agreement has been authorized by the SCT or is in compliance with applicable Mexican law. Except as set forth in the Disclosure Letter, to the Company's knowledge, the operation of each of the Mexican Stations is in accordance with the Mexican Station Licenses relating thereto and the underlying construction permits and the other Permits; provided that no representation is made by the Company that the Company's purchase of air time and provision of programming under the Sales Agency Agreement has been authorized by the SCT or is in compliance with applicable Mexican law. 4.7.4 The Company or its Subsidiaries are the authorized legal holder of the LicensesAmerican Station Licenses and other Permits, none of which is subject to any restriction restrictions or condition conditions which would limit in any material respect the full operation of the Station Stations as now operated. There To the Company's knowledge, R.D.P. is the authorized legal holder of the Mexican Station Licenses. 4.7.5 Except as set forth in the Disclosure Letter, there are no applications, complaints or proceedings pending or, or to the best of Seller's knowledge, threatened as knowledge of the date hereof Company threatened before the Commission FCC or any other governmental authority Governmental Entity relating to the business or operations of the StationAmerican Stations, other than the Company or any Subsidiary. To the knowledge of the Company, except as set forth in the Disclosure Letter, there are no applications, complaints or proceedings which generally affect pending or threatened before the broadcasting industry as a whole, and other than reports and forms filed in SCT or any Governmental Entity relating to the ordinary course business or operations of the Station's business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications thereto. The Licenses are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller or its officers, directors or employees; and the operation of the Station is in accordance with the Licenses and the underlying construction permits. Mexican Stations. 4.7.6 No proceedings are pending or, or to the Company's knowledge of Sellerare threatened, and no circumstances exist or to the Company's knowledge are threatened reasonably expected to arise, which may result in the revocation, modification, non-renewal or suspension of any of the American Station Licenses or the other Permits, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the FCC or any other Governmental Entity with respect to the American Station Licenses or the other Permits or which may affect the Company's and each Subsidiary's ability to continue to operate each of the American Stations as they are currently operated. 4.7.7 To the Company's knowledge, no proceedings are pending or threatened which may result in, the revocation, modification, non-renewal or suspension of any of the Mexican Station Licenses, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission SCT or any other Governmental Entity with respect to the Mexican Station Licenses or which may affect Buyerthe Company's and each Subsidiary's ability to continue to operate each of the Mexican Stations as they are currently operated (including, without limitation, performance by the parties thereto of their obligations under the Sales Agency Agreement in the manner currently performed). 4.7.8 Except as set forth in the Disclosure Letter, each of the American Stations is operating with the maximum facilities specified by the American Station License pertaining thereto, and such American Station License specifies the maximum facilities allowed by law and international treaty. Except as set forth in the Disclosure Letter, to the Company's knowledge each of the Mexican Stations is operating, with the maximum facilities specified by the Mexican Station License pertaining thereto and such Mexican Station License specifies the maximum facilities allowed by law and international treaty. To the Company's knowledge, none of the Stations are causing objectionable interference to the transmissions or reception by the public of any other broadcast station or communications facility nor have any of the Stations, Sellers, the Company or any Subsidiary received any complaints, notices or communications with respect thereto. No other broadcast station or communications facility is causing objectionable interference to the respective transmissions of any of the Stations or the public's reception of such transmissions. 4.7.9 Except as set forth in the Disclosure Letter, neither the Company, any Subsidiary nor any Seller has any reason to believe that the Station as it is currently operated. Seller has taken no action which, to its knowledge, could lead to revocation or non- renewal of Licenses and the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of the Licensesother Permits will not be renewed in their ordinary course. All material reports, forms and statements required to be filed by the Company or any Subsidiary with the Commission FCC, SCT or any other Governmental Entity with respect to each of the Station Stations since the later of (A) the initial grant of, or (B) the grant of the last renewal of, each of the Station Licenses have been filed and are complete and accurate. To the knowledge of Seller, there There are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, requirements and policies and orders of the CommissionFCC, would disqualify Seller any Seller, the Company or any Subsidiary as assignor, and a transferor to Buyer as assignee, in connection with of the Assignment ApplicationAmerican Licenses.

Government Authorizations. Section 1.1 (a1.1(a) of the Disclosure Schedule contains a true and complete list of all the Licenses, which Licenses are sufficient for the lawful conduct of the business and operation of the Station in the manner and to the full extent they are currently conducted. Seller is the authorized legal holder of the Licenses, none of which is subject to any restriction or condition which would limit in any material respect the full operation of the Station as now operated. There are no applications, complaints or proceedings pending or, to the best of Seller's knowledge, threatened as of the date hereof before the Commission or any other governmental authority relating to the business or operations of the Station, other than applications, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications thereto. The Licenses are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller or its officers, directors or employees; and the operation of the Station is in accordance with the Licenses and the underlying construction permits. No proceedings are pending or, to the knowledge of Seller, are threatened which may result in the revocation, modification, non-renewal or suspension of any of the Licenses, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission with respect to the Licenses or which may affect Buyer's ability to continue to operate the Station as it is currently operated. Seller has taken no action which, to its knowledge, could lead to revocation or non- non-renewal of the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of the Licenses. All material reports, forms and statements required to be filed with the Commission with respect to the Station since the grant of the last renewal of the Licenses have been filed and are complete and accurate. To the knowledge of Seller, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies rules and orders regulations of the Commission, would disqualify Seller as assignor, and Buyer as assignee, in connection with the Assignment Application.

Government Authorizations. Section 1.1 (a) Schedule 6.6 of the Disclosure Schedule contains a true and complete list of all the LicensesStation Licenses and other material licenses, permits or other authorizations from governmental and regulatory authorities which Licenses are sufficient required for the lawful conduct of the business and operation operations of the Station in the manner and to the full extent they are currently presently conducted. Seller WWYZ is the authorized legal holder holders of the LicensesStation Licenses and other licenses, permits and authorizations listed in the Disclosure Schedule, none of which is subject to any restriction restrictions or condition which would limit in any material respect the full operation of the Station as now operatedoperated or requires the Companies or any transferee or assignee to perform any acts or make any filings not required of all licensees by the FCC. There Except as set forth in Schedule 6.6 of the Disclosure Schedule, there are no applications, complaints or proceedings pending or, to the best of Seller's the Sellers' knowledge, threatened as of the date hereof before the Commission or any other governmental authority FCC relating to the business or operations of the Station, Station other than applications, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's businessindustry. Seller has The Sellers have delivered to the Buyer true and complete copies of the Station Licenses, including any and all additions, amendments and other modifications thereto. The Station Licenses listed in Schedule 6.6 of the Disclosure Schedule are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller the Sellers, the Companies or its officers, directors or employees; and the operation of the Station is in accordance with the Station Licenses and the underlying construction permits. No Except as set forth in Schedule 6.6 of the Disclosure Schedule, no proceedings are pending or, to the knowledge of Sellerthe Sellers, are threatened which may result in the revocation, modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission FCC with respect to the Station Licenses or which may affect the Buyer's ability to continue to operate the Station as it is currently operated. Seller has taken The Sellers have no action which, reason to its knowledge, could lead to revocation or non- renewal of believe that the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of the LicensesStation Licenses will not be renewed in their ordinary course. All material reports, forms and statements required to be filed by the Companies with the Commission FCC with respect to the Station since the grant of the last renewal of the Station Licenses have been filed and are substantially complete and accurate. To the best knowledge of Sellerthe Sellers, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies Rules and orders Regulations of the CommissionFCC, would disqualify Seller the Companies as assignor, and Buyer as assignee, in connection with a transferor of the Assignment ApplicationStation Licenses.

Government Authorizations. Section 1.1 (a) of the Disclosure Schedule contains a true and complete list of all the Licenses, which Licenses and government authorizations of any kind held or used in the operation of the Station are sufficient for the lawful conduct of the business and operation of the Station in the manner and to the full extent they are currently conducted. Seller is the authorized legal holder of the Licenses, none of which is subject to any restriction or condition which would limit in any material respect the full operation of the Station as now operated. There are no applications, complaints or proceedings (judicial, administrative or otherwise) pending or, to the best of Seller's knowledge, threatened as of the date hereof before the Commission or any other governmental authority relating to the business or operations of the Station, other than applications, complaints or rule making and similar proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications thereto. The Licenses and authorizations are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller or its officers, directors or employees; and the operation of the Station is in accordance with the Licenses and the underlying construction permits. No proceedings are pending or, to the knowledge best of Seller's knowledge, are threatened which may result in the revocation, modification, non-non- renewal or suspension of any of the Licenses, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission with respect to the Licenses or which may affect Buyer's ability to continue to operate the Station as it is currently operated. Seller has not taken no any action which, to its knowledge, which could lead to revocation or non- renewal of the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of the Licenses. All material reports, forms and statements required to be filed with the Commission with respect to the Station since the grant of the last renewal of the Licenses Seller has owned WAYV-FM have been filed and are complete and accurate. To the knowledge of Seller, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies and orders of the Commission, would disqualify Seller as assignor, and Buyer as assignee, in connection with the Assignment Application.and

Government Authorizations. Section 1.1 (a) Section 9.4 of the Disclosure Schedule contains a true and complete list of all the LicensesFCC Licenses and other material licenses, permits or other authorizations from governmental and regulatory authorities which Licenses are sufficient necessary for the lawful conduct of the business and operation operations of the Station Stations in the manner and to the full extent they are currently presently conducted. Seller is The Partnerships are the authorized legal holder holders of the LicensesFCC Licenses and other licenses, permits and authorizations listed in said Section 9.4, none of which is subject to any restriction restrictions or condition which would limit in any material respect the full operation of the Station Stations as now operated. There . (b) Except as set forth in said Section 9.4 of the Disclosure Schedule, there are no applications, complaints or proceedings pending (and as of the Closing, material applications, complaints or proceedings) or, to the best of Seller's Sellers' knowledge, threatened as of the date hereof by or before the Commission or any other governmental authority FCC relating to the business or operations of the Station, Stations other than applications, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's businessindustry. Seller has Sellers have delivered to Buyer true and complete copies of the FCC Licenses, including any and all additions, amendments and other modifications thereto. The Except as set forth in Section 9.4 of the Disclosure Schedule, the FCC Licenses listed in said Section 9.4 are in good standing, are in full force and effect and are unimpaired, and as of the Closing are unimpaired in any material respects, by any act or omission of Seller the Partnerships, Sellers or its any of their respective officers, directors or employees; and the operation of the Station Stations is in accordance with the Licenses and FCC Licenses. Except as set forth in Section 9.4 of the underlying construction permits. No Disclosure Schedule, no proceedings are pending or, to the knowledge of SellerSellers, are threatened with respect to the FCC Licenses which may result in the revocation, modification, non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission FCC with respect to the FCC Licenses which as of the date of this Agreement may have an adverse effect on or which as of the Closing may affect have a material adverse effect on Buyer's ability to continue to operate the Station Stations as it is they are currently operated. Seller has taken Sellers know of no action which, to its knowledge, could lead to revocation or non- renewal of fact that would reasonably preclude the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of FCC Licenses from being renewed in the Licensesordinary course. All material reports, forms and statements required to be filed by the Partnership and Sellers with the Commission FCC with respect to the Station Stations since the grant of the last renewal of the FCC Licenses have been filed and are substantially complete and accurate. To the knowledge Sellers know of Seller, there are no facts which, under the Communications Act of 1934, as amendedAct, or the existing rules, regulations, requirements, policies rules and orders regulations of the CommissionFCC, would disqualify any Seller as assignor, and Buyer as assignee, in connection with an assignor of the Assignment ApplicationPartnership Interests.

Government Authorizations. Section 1.1 (a) of the Disclosure Schedule contains a 1.2(a) includes true and complete list copies of all the LicensesStation Licenses and other material Government Authorizations (including those issued by the FAA), which Licenses and, except as set forth on Schedule 1.2(a), and except for licenses listed under the Excluded Assets, there are sufficient no other licenses, permits or other authorizations from governmental or regulatory authorities required for the lawful conduct of the business and operation of the Station in the manner and to the full extent they are currently now conducted. Seller is The Station Licenses listed in Schedule 1.2 (a) were validly issued and are validly held by Seller, are in full force and effect, and except as disclosed in Schedule 1.2(a) or on the authorized legal holder face of the Licensessuch license, none of which is subject to any restriction or condition which would limit in any material respect the full operation of the Station as now operated. There . (b) Except as disclosed in Schedule 1.2(a), there are no applications, complaints petitions, complaints, investigations or other proceedings pending or, to the best of Seller's knowledge, threatened as of the date hereof before the Commission or any other governmental authority FCC relating to the business or operations of the Station, other than applications, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications thereto. The Licenses are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller or its officers, directors or employees; and the operation of the Station is in accordance with the Licenses and the underlying construction permits. No proceedings are pending or, to the knowledge of Seller, are threatened which or that may result in the revocation, modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending applications, the issuance of any cease and desist order, application or the imposition of any fines, forfeitures, or other administrative actions by the Commission with respect to the Licenses or which may affect Buyer's ability to continue to operate the Station as it is currently operated. Seller has taken no action which, to its knowledge, could lead to revocation or non- renewal of the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of the Licenses. All material reports, forms and statements required to be filed with the Commission FCC with respect to the Station since or its operation other than proceedings affecting the grant broadcasting industry generally. Except as disclosed in Schedule 1.2(a), Seller is not subject to any outstanding judgment or order of the last renewal FCC or any court relating to the Station. The Station has been and is being operated in accordance with the terms and conditions of the Licenses have been filed Station Licenses, the underlying construction permits, the Communications Act of 1934, as amended, and are complete all rules, regulations and accurate. policies of the FCC. (c) To the knowledge of Seller's knowledge, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies rules and orders regulations of the CommissionFCC, would disqualify Seller it as assignor, and Buyer as assignee, in connection with the Assignment Applicationassignor of the Station Licenses.

Government Authorizations. Section 1.1 (a) of the Disclosure Schedule 7.4.1 SCHEDULE 7.4 hereto contains a true and complete list of all the LicensesCiticasters Stations Licenses and other licenses, permits or other authorizations from governmental and regulatory authorities which Licenses are sufficient required for the lawful conduct of the business and operation operations of the Station Citicasters Stations in the manner and to the full extent they are currently conducted. presently conducted (including, without limitation, auxiliary licenses associated with the Citicasters Stations). 7.4.2 Seller is the authorized legal holder of the LicensesCiticasters Stations Licenses and the other licenses, permits and authorizations listed in SCHEDULE 7.4, which, except as set forth in SCHEDULE 7.4, are in full force and effect, in good standing and are, to the knowledge of Seller, unimpaired by any act of Seller or its directors, officers, employees, agents or Affiliates, and none of which is subject to any restriction restrictions or condition conditions which would limit in any material respect the full operation of the Station Citicasters Stations as now operated. There . 7.4.3 Except as set forth in SCHEDULE 7.4, there are no applications, complaints complaints, petitions or proceedings pending or, to the best of Seller's knowledge, threatened as of the date hereof before the Commission FCC or any other governmental or regulatory authority relating to the business or operations of the Station, other than applications, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course Citicasters Stations. The operations of the Station's business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications thereto. The Licenses Citicasters Stations are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller or its officers, directors or employees; and the operation of the Station is in accordance with the Citicasters Stations Licenses and the underlying construction permits. No proceedings are pending orpermits and the other licenses, to the knowledge of Sellerpermits and authorizations listed in SCHEDULE 7.4. 7.4.4 Except as set forth in SCHEDULE 7.4, are threatened which may result in the revocation, modification, non-renewal or suspension of any of the Licenses, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission with respect to the Licenses or which may affect Buyer's ability to continue to operate the Station as it is currently operated. Seller has taken no action which, to its knowledge, could lead to revocation or non- renewal of the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of the Licenses. All material all reports, forms forms, and statements required to be filed by Seller with the Commission FCC with respect to the Station Citicasters Stations since the latter of the (i) acquisition of the Citicasters Stations by Seller or (ii) grant of the last renewal of the Citicasters Stations Licenses have been filed and are substantially complete and accurate. To . 7.4.5 Except as set forth in SCHEDULE 7.4, to the best knowledge of Seller, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies rules and orders regulations of the CommissionFCC, would disqualify Seller as assignorassignor of the Citicasters Stations Licenses or cause the Citicasters Stations Licenses and the other licenses, permits and Buyer as assignee, authorizations listed in connection with the Assignment ApplicationSCHEDULE 7.4 not to be renewed in their ordinary course.

Government Authorizations. Section 1.1 (ai) of the Disclosure Schedule Exhibit 1(j) hereto contains a true and complete list of all licenses, permits or other authorizations issued by the Licenses, Commission which Licenses are sufficient required for the lawful conduct of the business and operation operations of the Station Faircom Stations in the manner and to the full extent they are currently conductedpresently conducted (including, without limitation, auxiliary licenses associated with each Faircom Station). Seller is Faircom has delivered to Regent true and complete copies of the Faircom Licenses and all amendments and other modifications thereto. (ii) The entities specified on Exhibit 1(j) are the authorized legal holder holders of the Faircom Licenses. Except as set forth in Exhibit 1(j), none of which the Faircom Licenses is subject to any restriction restrictions or condition conditions which would materially limit in any material respect the full operation of the Station Faircom Stations as now operated. There . (iii) Except as set forth in Exhibit 1(j), and except for matters affecting the radio broadcast industry generally, there are no applications, complaints complaints, petitions or proceedings pending or, to the best of Seller's knowledge, or threatened as of the date hereof before the Commission or any other governmental or regulatory authority relating to the business or operations of the StationFaircom Stations. Except as set forth in Exhibit 1(j), other than applications, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications thereto. The Faircom Licenses are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller Faircom or its stockholders, officers, directors or employees; and the operation . The operations of the Station is Faircom Stations are in accordance in all material respects with the Faircom Licenses and the underlying construction permits. No proceedings are pending oror threatened, to the knowledge and there has not been any act or omission of SellerFaircom or any of its officers, are threatened directors, stockholders or employees, which reasonably may result in the revocation, modification, non-renewal renewal, suspension or suspension material modification of any of the Faircom Licenses, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission or any other governmental or regulatory authority with respect to the Faircom Licenses or which reasonably may affect BuyerRegent's ability to continue to operate the Station Faircom Stations substantially as it is they are currently operated. Seller has taken no action which, to its knowledge, could lead to revocation or non- renewal . (iv) Each Faircom Station is operating with the maximum facilities specified in the respective Faircom Station's License. (v) None of the Licenses, Faircom Stations is causing objectionable interference to the transmissions of any other broadcast station or communications facility nor omitted to take has any action which, by reason of its omission, could lead to revocation of the Licenses. Faircom Stations received any complaints with respect thereto; and no other broadcast station or communications facility is causing objectionable interference to the respective transmissions of the Faircom Stations or the public's reception of such transmissions. (vi) Faircom has no reason to believe that the Faircom License will not be renewed in their ordinary course. (vii) All material reports, forms forms, and statements required to be filed by Faircom or the Faircom Subsidiaries with the Commission with respect to the Station Faircom Stations since the grant of the last renewal of the Faircom Licenses have been filed and are substantially complete and accurate. To the knowledge of Seller, there . (viii) There are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies rules and orders regulations of the Commission, would disqualify Seller Faircom as assignor, assignor of the Faircom Licenses or cause the Faircom Licenses not to be renewed in their ordinary course. (ix) The operation of the Faircom Stations and Buyer as assignee, all of the Faircom Broadcast Assets are in connection compliance in all material respects with the Assignment ApplicationANSI Radiation Standards C95.1 - 1992.

Government Authorizations. Section 1.1 (a5.13.1 SCHEDULE 5.8(b) of the Disclosure Schedule hereto contains a true and complete list of all the LicensesFCC license and other material licenses, permits or other authorizations from governmental and regulatory authorities which Licenses are sufficient required for the lawful conduct of the business and operation operations of the Station in the manner and to the full extent they are currently conductedpresently conducted (including, without limitation, auxiliary licenses associated with the Station). Seller has delivered to Buyer true and complete copies of the Station licenses and the other licenses, permits and authorizations listed in SCHEDULE 5.8(b), including any and all amendments and other modifications thereto. 5.13.2 Seller is the authorized legal holder of the LicensesFCC licenses and the other material licenses, permits and authorizations listed in SCHEDULE 5.8(b), which are in full force and effect, in good standing and are unimpaired by any act of Seller or its shareholders, directors, officers, employees, agents or Affiliates, and none of which is subject to any restriction restrictions or condition conditions which would limit in any material respect the full operation of the Station as now operated. There , except for those shown on the faces of the FCC licenses and except for those applicable to the radio broadcasting industry generally. 5.13.3 Except as set forth in SCHEDULE 5.8(b), there are no applications, complaints complaints, petitions or proceedings pending or, to the best of Seller's knowledge, threatened as of the date hereof before the Commission FCC or any other governmental or regulatory authority relating to the business or operations of the Station, other than applications, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications thereto. The Licenses are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller or its officers, directors or employees; and the operation operations of the Station is are in accordance with the Licenses FCC licenses and the underlying construction permitspermits and the other licenses, permits and authorizations listed in SCHEDULE 5.8(b). No proceedings are pending or, to the knowledge best of Seller's knowledge, are threatened threatened, and there has not been any act or omission of Seller or any of its, directors, officers or employees, which may result in the revocation, modification, non-renewal or suspension of any of the LicensesFCC licenses or the other licenses, permits and authorizations listed in SCHEDULE 5.8(b), the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission FCC or any other governmental or regulatory authority with respect to the Licenses FCC licenses or the other licenses, permits and authorizations listed in SCHEDULE 5.8(b) or which may affect Buyer's ability to continue to operate the Station as it is currently operated. 5.13.4 Except as set forth on SCHEDULE 5.8(b), the Station is licensed by the FCC to operate and is operating with maximum facilities as designated in its FCC licenses. To the best of Seller's knowledge, the Station is not short-spaced, on a grand-fathered basis or otherwise, to any existing station, outstanding construction permit or pending application therefor, domestic or international, or to any existing or proposed broadcast radio allotment, domestic or international. 5.13.5 To the best of Seller's knowledge, the Station is not causing interference cognizable to the FCC to the transmissions of any other broadcast station, nor has the Station received any complaints with respect thereto. To the best of Seller's knowledge, no other broadcast station or communications facility is causing such interference to transmissions of the Station or the public's reception of such transmissions. 5.13.6 The FCC licenses have expiration dates as listed in SCHEDULE 5.8(b). Seller has taken no action whichreason to believe that the FCC licenses and the other licenses, to its knowledgepermits, could lead to revocation or non- renewal of the Licensesauthorizations listed in SCHEDULE 5.8(b) would not be renewed in their ordinary course. 5.13.7 Except as set forth on SCHEDULE 5.8(b), nor omitted to take any action which, by reason of its omission, could lead to revocation of the Licenses. All all material reports, forms forms, and statements required to be filed by Seller with the Commission FCC with respect to the Station since the earlier of the (i) acquisition of the Station by Seller or (ii) grant of the last renewal of the Licenses FCC licenses have been filed and are substantially complete and accurate. . 5.13.8 To the best knowledge of Seller, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies rules and orders regulations of the CommissionFCC, would disqualify Seller as assignorassignor of the FCC licenses or cause the FCC licenses and the other licenses, permits and Buyer as assigneeauthorizations listed in SCHEDULE 5.8(b) not to be renewed in their ordinary course. 5.13.9 To the best of Seller's knowledge, the operation of the Station and all of the Purchased Assets are in connection compliance in all respects with the Assignment ApplicationANSI Radiation Standards C95.1-1992.