Common use of Governmental Licenses Clause in Contracts

Governmental Licenses. (a) License Sub holds all FCC Authorizations and ACC Tennessee holds those licenses, permits, certificates of public convenience and necessity of any other governmental body having jurisdiction over the Seller Business or any Purchased Assets, which are required in connection with the ownership and operation of the Purchased Assets and the Seller Business as it is presently being conducted (collectively referred to as the "AUTHORIZATIONS") except for such licenses, consents, permits, approvals and authorizations for which the failure to so hold would not be material. All FCC Authorizations are in full force and effect. Each Seller Party has complied in all material respects with the terms of the FCC Authorizations. True and correct copies of the FCC Authorizations, and all amendments thereto to the date hereof, that are Purchased Assets have been delivered or made available by Sellers to Purchaser. (b) To Sellers' knowledge, there are no existing applications, petitions to deny or complaints or proceedings (other than proceedings affecting the wireless industry generally) pending before the FCC or any state public utility commission ("STATE PUC") having jurisdiction over the Seller Business or any Purchased Assets relating to the FCC or State PUC Authorizations or the Seller Business. No Seller Party has received any notice of any claim of material Default with respect to any of the FCC and State PUC Authorizations. None of the FCC Authorizations will be, or could be reasonably expected to be, adversely affected by consummation of any action of Sellers taken in connection with the transactions contemplated hereby or by any other Transaction Document. License Sub is the sole holder of the FCC Authorizations and ACC Tennessee is the sole holder of all non-FCC Authorizations. (c) The map provided by Sellers and attached hereto as SCHEDULE 7.07(c) is a true and accurate depiction of the current Cellular Geographic Service Area and boundaries for the Cellular System in all material respects, as such term is defined in Section 22.911 of the FCC's rules, 47 C.F.R. Section 22.911.

Governmental Licenses. Schedule 3.4 includes a true and complete list of the FCC Licenses. Sellers have made available to Buyer true and complete copies of the main Licenses (a) License Sub holds including any amendments and other modifications thereto). The Licenses have been validly issued, and each Seller is the authorized legal holder of the Licenses and those FCC Licenses listed on Schedule 3.4. The Licenses and the FCC Licenses listed on Schedule 3.4 comprise all FCC Authorizations and ACC Tennessee holds those of the material licenses, permits, certificates and other authorizations required from any governmental or regulatory authority for the lawful conduct in all material respects of public convenience the business and necessity operations of the Stations in the manner and to the full extent they are now conducted, and, except as otherwise disclosed on Schedule 3.4, none of the Licenses is subject to any other governmental body having jurisdiction over unusual or special restriction or condition that could reasonably be expected to limit materially the Seller Business or any Purchased Assets, which are required in connection with the ownership and full operation of the Purchased Assets and the Seller Business Stations as it is presently being conducted (collectively referred to as the "AUTHORIZATIONS") except for such licenses, consents, permits, approvals and authorizations for which the failure to so hold would not be materialnow operated. All The FCC Authorizations Licenses are in full force and effect. Each , are valid for the balance of the current license term applicable generally to radio stations licensed to the same communities as the Stations, are unimpaired by any acts or omissions of any Seller Party has complied or any of its Affiliates, or the employees, agents, officers, directors, or shareholder of any Seller or any of its Affiliates, and are free and clear of any restrictions which might limit the full operation of the Stations in all material respects with the manner and to the full extent as they are now operated (other than restrictions under the terms of the FCC Authorizations. True and correct copies of the FCC Authorizations, and all amendments thereto licenses themselves or applicable to the date hereof, that are Purchased Assets have been delivered or made available by Sellers to Purchaser. (b) To Sellers' knowledgeradio broadcast industry generally). Except as listed on Schedule 3.4 hereto, there are no existing applications, petitions to deny proceedings or complaints pending or, to the knowledge of any Seller, threatened which may have an adverse effect on the business or proceedings operation of the Stations (other than rulemaking proceedings affecting that apply to the wireless radio broadcasting industry generally) pending before the FCC or any state public utility commission ("STATE PUC") having jurisdiction over the ). Except as disclosed on Schedule 3.4 hereto, no Seller Business or any Purchased Assets relating to the FCC or State PUC Authorizations or the Seller Business. No Seller Party has received any notice is aware of any claim of material Default with respect to reason why any of the FCC and State PUC Authorizations. None Licenses might not be renewed in the ordinary course for a full term without material qualifications or of any reason why any of the FCC Authorizations will beLicenses might be revoked. The Stations are in compliance with the Commission's policy on exposure to radio frequency radiation. No renewal of any FCC License would constitute a major environmental action under the rules of the Commission. To the knowledge of Sellers, there are no facts relating to Sellers which, under the Communications Act of 1934, as amended, or could be reasonably expected the existing rules of the Commission, would (a) disqualify any Seller from assigning any of its FCC Licenses to beBuyer, adversely affected by consummation (b) cause the filing of any action objection to the assignment of Sellers taken the FCC Licenses to Buyer, (c) lead to a delay in connection with the processing by the FCC of the applications of the FCC Licenses to Buyer, (d) lead to a delay in the termination of the waiting period required by Xxxx-Xxxxx-Xxxxxx, or (e) disqualify any Seller from consummating the transactions contemplated hereby or by any other Transaction Documentherein within the times contemplated herein. License Sub An appropriate public inspection file for each Station is maintained at the sole holder Station's studio in accordance with Commission rules. Access to the Stations' transmission facilities are restricted in accordance with the policies of the FCC Authorizations and ACC Tennessee is the sole holder of all non-FCC AuthorizationsCommission. (c) The map provided by Sellers and attached hereto as SCHEDULE 7.07(c) is a true and accurate depiction of the current Cellular Geographic Service Area and boundaries for the Cellular System in all material respects, as such term is defined in Section 22.911 of the FCC's rules, 47 C.F.R. Section 22.911.

Governmental Licenses. (a) License Sub holds Schedule 3.4 identifies all FCC Authorizations and ACC Tennessee holds those licenses, permits, certificates of public convenience and necessity of any other governmental body having jurisdiction over Licenses used in the Seller Business or any Purchased Assets, which are required in connection with the ownership and operation of the Purchased Assets Stations (collectively, "Material Licenses") and the Seller Business date on which each expires. Except as it described on Schedule 3.4, each Material License is presently being conducted (collectively referred to as the "AUTHORIZATIONS") except for such licenses, consents, permits, approvals and authorizations for which the failure to so hold would not be material. All FCC Authorizations are in full force and effect, and Seller is the authorized legal holder thereof. Each Seller Party has complied Except as set forth in Schedule 3.4, the conduct of the business and operations of each Station is in accordance in all material respects with the terms and conditions of the Material Licenses for such Station and the Communications Act and the rules, regulations and policies of the FCC. Schedule 3.4 also sets forth a true and complete list of all applications filed with respect to any Station that are pending at the FCC (other than applications for auxiliary broadcast authorizations), true and complete copies of which have been delivered by Seller to Buyer. All material reports and filings required to be filed with the FCC by Seller with respect to each Station have been timely filed in all material respects. All such reports and filings are accurate and complete in all material respects. Seller has received no notice or communication, formal or informal, indicating that the FCC is considering revoking, suspending, canceling, rescinding or terminating any Material License. Seller's operation of the Stations complies in all material respects with the requirements set forth in the "Radio Frequency Protection Guides" recommended in "American National Standard Safety Levels with Respect to Human Exposure to Radio Frequency Elecxxxxxxxxxxx Xxxxxx 000 XXx xx 000 XXx" (XXXX X00.1-1982), issued by the American National Standards Institute, and renewal of the FCC AuthorizationsLicenses would not constitute a "major action" within the meaning of Section 1.1301, et seq. True and correct copies of the FCC Authorizations, and all amendments thereto to the date hereof, that are Purchased Assets have been delivered or made available by Sellers to PurchaserFCC's rules. (b) To Sellers' knowledgeThe FCC Licenses listed on Schedule 3.4 constitute all of the material licenses and authorizations required under the Communications Act or the current rules, there regulations and policies of the FCC for the business and operation of each Station for which such FCC Licenses are no existing applicationsissued as currently operated, petitions to deny except as set forth in Schedule 3.4. Except as set forth in Schedule 3.13, and except for investigations or complaints or proceedings (other than proceedings affecting the wireless broadcasting industry generally) , Seller has no knowledge of any pending or threatened investigation by or before the FCC FCC, or any state public utility commission ("STATE PUC") having jurisdiction over the Seller Business order to show cause, notice of violation, notice of apparent liability, notice of forfeiture or any Purchased Assets relating to material complaint by, before or with the FCC or State PUC Authorizations or the Seller Business. No Seller Party has received any notice of any claim of material Default with respect to any Station. Seller knows of no fact relating to Seller's ownership or operation of the Stations that would, under existing law and the existing rules, regulations, policies and procedures of the FCC, cause the FCC to fail to approve in a timely fashion any of the applications for the FCC Consents. As of the date hereof, Seller knows of no fact relating to ARS's ownership or operation of the Group IV Stations that would, under existing law and the existing rules, regulations, policies and procedures of the FCC, cause the FCC to fail to approve in a timely fashion any of the applications for the consent of the FCC and State PUC Authorizations. None to the assignment of the FCC Authorizations will be, or could be reasonably expected Licenses included in the Group IV Assets by ARS to be, adversely affected PCWPB as contemplated by consummation of any action of Sellers taken in connection with the transactions contemplated hereby or by any other Transaction Document. License Sub is the sole holder of the FCC Authorizations and ACC Tennessee is the sole holder of all non-FCC AuthorizationsARS Asset Purchase Agreement. (c) The map provided by Sellers and attached hereto as SCHEDULE 7.07(c) is a true and accurate depiction of the current Cellular Geographic Service Area and boundaries for the Cellular System in all material respects, as such term is defined in Section 22.911 of the FCC's rules, 47 C.F.R. Section 22.911.

Governmental Licenses. (a) License Sub holds all FCC Authorizations and ACC Tennessee Seller holds those licenses, permits, and certificates of public convenience any Governmental Authority including, without limitation, the federal, state, provincial, and necessity of any other governmental body municipalities having jurisdiction over the Seller Business or any Purchased Assets, which are required in connection with the ownership and operation by the Seller of the Purchased Assets and the Seller Business as it is presently being conducted by Seller (all such licenses, permits, and certificates, collectively referred to as the "AUTHORIZATIONSSeller Authorizations") except for ). MIDC holds those licenses, permits, and certificates of any Governmental Authority including, without limitation, the federal, state, provincial, and municipalities having jurisdiction over MIDC or the Business, which are required in connection with the ownership and operation by MIDC of the Business as it is presently being conducted by MIDC (all such licenses, consents, permits, approvals and authorizations for which certificates, collectively referred to as the failure "MIDC Authorizations"). (b) No person other than the Seller has any right, title or interest (legal or beneficial) in or to, or any right or license to so hold would not be material. All FCC Authorizations are in full force and effect. Each Seller Party has complied in all material respects with the terms use, any of the FCC Seller Authorizations. True and correct copies of the FCC Authorizations, Seller Authorizations and all amendments thereto to the date hereof, that are Purchased Assets have been delivered by Seller to Buyer and are identified on Schedule 7.07. No person other than MIDC has any right, title or made available interest (legal or beneficial) in or to, or any right or license to use, any of the MIDC Authorizations. True and correct copies of the MIDC Authorizations and all amendments thereto to the date hereof, have been delivered by Sellers Seller to PurchaserBuyer and are also identified on Schedule 7.07. (bc) To Sellers' knowledge, there There are no existing applications, petitions to deny or complaints or proceedings (other than proceedings affecting the wireless industry generally) pending before the FCC or any state public utility commission ("STATE PUC") other Governmental Authority having jurisdiction over the Seller Business or any Purchased Assets or any of MIDC’s assets relating to the FCC Seller, the Business or State PUC Authorizations or MIDC. Seller has not received any notice of any claim of Default with respect to any of the Seller Business. No Authorizations and neither Seller Party nor MIDC has received any notice of any claim of material Default with respect to any of the FCC and State PUC MIDC Authorizations. None of the FCC Seller Authorizations or MIDC Authorizations will be, or could be reasonably expected to be, adversely affected by consummation of any action of Sellers Seller taken in connection with the transactions contemplated hereby or by any other Transaction Document. License Sub is the sole holder The Seller has not entered into any obligation, agreement, arrangement or understanding to sell, transfer, deliver, convey, assign or otherwise dispose of the FCC Authorizations and ACC Tennessee is the sole holder any Seller Authorization or MIDC Authorization that would affect Buyer’s ownership or use of all non-FCC Authorizationsany Authorization after Closing. (cd) The map provided by Sellers and attached hereto Except as SCHEDULE 7.07(c) is a true and accurate depiction set forth on Schedule 7.07, neither of the current Cellular Geographic Service Area Seller, MIDC, nor any of their Affiliates are operating in conflict with, or in Default of, and boundaries each has complied, and is in compliance in all material respects with, the terms and conditions of each of the Seller Authorizations and MIDC Authorizations, and there has not been any Default thereunder that remains uncured. Except as set forth on Schedule 7.07, there is not pending or, to the Knowledge of Seller or MIDC, threatened against either Seller or MIDC, nor does Seller or MIDC have Knowledge of any basis for, any application, action, complaint, claim, investigation, suit, notice of violation, petition, objection or other pleading, or any proceeding against either Seller or MIDC, with any Governmental Authority, which questions or contests the validity of, or seeks the revocation, cancellation, forfeiture, non-renewal or suspension of, any Seller Authorization or MIDC Authorization, or which seeks the imposition of any modification or amendment with respect thereto, or the payment of a fine, sanction, penalty, damages or contribution in connection with the use of any Authorization by either Seller or MIDC. (e) Except as listed on Schedule 7.07, all documents required to be filed by Seller and MIDC with any Governmental Authority have been timely filed or the time period for such filing has not lapsed, except where such failure to timely file would not reasonably be expected to result in the Cellular System revocation, cancellation, forfeiture, non-renewal or suspension of any Authorization or the imposition of any monetary forfeiture exceeding US$25,000.00. All of such filings are complete and correct in all material respects, as such term . No Seller Authorization or MIDC Authorization is defined in Section 22.911 of the FCC's rules, 47 C.F.R. Section 22.911subject to any conditions other than those appearing on its face.

Governmental Licenses. Schedule 3.4 includes a true and complete list of the FCC Licenses. Sellers have made available to Buyer true and complete copies of the main Licenses (a) License Sub holds including any amendments and other modifications thereto). The Licenses have been validly issued, and each Seller is the authorized legal holder of the Licenses and those FCC Licenses listed on Schedule 3.4. The Licenses and the FCC Licenses listed on Schedule 3.4 comprise all FCC Authorizations and ACC Tennessee holds those 15 17 of the material licenses, permits, certificates and other authorizations required from any governmental or regulatory authority for the lawful conduct in all material respects of public convenience the business and necessity operations of the Stations in the manner and to the full extent they are now conducted, and, except as otherwise disclosed on Schedule 3.4, none of the Licenses is subject to any other governmental body having jurisdiction over unusual or special restriction or condition that could reasonably be expected to limit materially the Seller Business or any Purchased Assets, which are required in connection with the ownership and full operation of the Purchased Assets and the Seller Business Stations as it is presently being conducted (collectively referred to as the "AUTHORIZATIONS") except for such licenses, consents, permits, approvals and authorizations for which the failure to so hold would not be materialnow operated. All The FCC Authorizations Licenses are in full force and effect. Each , are valid for the balance of the current license term applicable generally to radio stations licensed to the same communities as the Stations, are unimpaired by any acts or omissions of any Seller Party has complied or any of its Affiliates, or the employees, agents, officers, directors, or shareholder of any Seller or any of its Affiliates, and are free and clear of any restrictions which might limit the full operation of the Stations in all material respects with the manner and to the full extent as they are now operated (other than restrictions under the terms of the FCC Authorizations. True and correct copies of the FCC Authorizations, and all amendments thereto licenses themselves or applicable to the date hereof, that are Purchased Assets have been delivered or made available by Sellers to Purchaser. (b) To Sellers' knowledgeradio broadcast industry generally). Except as listed on Schedule 3.4 hereto, there are no existing applications, petitions to deny proceedings or complaints pending or, to the knowledge of any Seller, threatened which may have an adverse effect on the business or proceedings operation of the Stations (other than rulemaking proceedings affecting that apply to the wireless radio broadcasting industry generally) pending before the FCC or any state public utility commission ("STATE PUC") having jurisdiction over the ). Except as disclosed on Schedule 3.4 hereto, no Seller Business or any Purchased Assets relating to the FCC or State PUC Authorizations or the Seller Business. No Seller Party has received any notice is aware of any claim of material Default with respect to reason why any of the FCC and State PUC Authorizations. None Licenses might not be renewed in the ordinary course for a full term without material qualifications or of any reason why any of the FCC Authorizations will beLicenses might be revoked. The Stations are in compliance with the Commission's policy on exposure to radio frequency radiation. No renewal of any FCC License would constitute a major environmental action under the rules of the Commission. To the knowledge of Sellers, there are no facts relating to Sellers which, under the Communications Act of 1934, as amended, or could be reasonably expected the existing rules of the Commission, would (a) disqualify any Seller from assigning any of its FCC Licenses to beBuyer, adversely affected by consummation (b) cause the filing of any action objection to the assignment of Sellers taken the FCC Licenses to Buyer, (c) lead to a delay in connection with the processing by the FCC of the applications of the FCC Licenses to Buyer, (d) lead to a delay in the termination of the waiting period required by Hart-Xxxxx-Xxxxxx, xx (e) disqualify any Seller from consummating the transactions contemplated hereby or by any other Transaction Documentherein within the times contemplated herein. License Sub An appropriate public inspection file for each Station is maintained at the sole holder Station's studio in accordance with Commission rules. Access to the Stations' transmission facilities are restricted in accordance with the policies of the FCC Authorizations and ACC Tennessee is the sole holder of all non-FCC AuthorizationsCommission. (c) The map provided by Sellers and attached hereto as SCHEDULE 7.07(c) is a true and accurate depiction of the current Cellular Geographic Service Area and boundaries for the Cellular System in all material respects, as such term is defined in Section 22.911 of the FCC's rules, 47 C.F.R. Section 22.911.

Governmental Licenses. (a) License Sub Schedule 5.07(a) lists all FCC Authorizations used by the Partnership in the Business. The Partnership holds all FCC Authorizations and ACC Tennessee holds those licenses, permits, certificates of public convenience and necessity of any other governmental body having jurisdiction over the Seller Business or any Purchased AssetsBusiness, which are required in connection with the ownership and operation of the Purchased Assets and the Seller Business as it is presently being conducted (collectively referred to as the "AUTHORIZATIONSAuthorizations") except for such licenses, consents, permits, approvals and authorizations for which the failure to so hold would not be material. All FCC Authorizations are in full force and effect. Each Seller Party has and the Partnership have complied in all material respects with the terms of the FCC Authorizations. True and correct copies of the FCC Authorizations, and all amendments thereto to the date hereof, that are Purchased Assets have been delivered or made available by Sellers Seller to Purchaser. (b) To Sellers' Seller's knowledge, there are no existing applications, petitions to deny or complaints or proceedings (other than proceedings affecting the wireless industry generally) pending before the FCC or any state public utility commission ("STATE State PUC") having jurisdiction over the Seller Business or any Purchased Assets the Partnership relating to the FCC or State PUC Authorizations or the Seller Business. No Neither Seller Party nor to Seller's knowledge the Partnership has received any notice of any claim of material Default with respect to any of the FCC and State PUC Authorizations. None of the FCC Authorizations will be, or could be reasonably expected to be, adversely affected by consummation of any action of Sellers Seller taken in connection with the transactions contemplated hereby or by any other Transaction Document. License Sub The Partnership is the sole holder of the FCC Authorizations and ACC Tennessee is the sole holder of all non-FCC Authorizations. (c) The map provided by Sellers and attached hereto as SCHEDULE 7.07(cSchedule 5.07(c) is a true and accurate depiction of the current Cellular Geographic Service Area and boundaries for the Cellular System in all material respects, as such term is defined in Section 22.911 of the FCC's rules, 47 C.F.R. Section 22.911.

Governmental Licenses. (a) License Sub Seller holds all FCC Authorizations and ACC Tennessee holds those licenses, permits, certificates of public convenience and necessity of any other governmental body having jurisdiction over the Seller Business or any Purchased Assets, which are required in connection with the ownership and operation of the Purchased Assets and the Seller Business as it is presently being conducted (collectively referred to as the "AUTHORIZATIONS") except for such licenses, consents, permits, approvals and authorizations for which the failure to so hold would not be material. All FCC Authorizations are in full force and effect. Each Seller Party has complied in all material respects with the terms of the FCC Authorizations. True and correct copies of the FCC Authorizations, and all amendments thereto to the date hereof, that are Purchased Assets have been delivered or made available by Sellers Seller to Purchaser. (b) To Sellers' Seller's knowledge, there are no existing applications, petitions to deny or complaints or proceedings (other than proceedings affecting the wireless industry generally) pending before the FCC or any state public utility commission ("STATE PUC") having jurisdiction over the Seller Business or any Purchased Assets relating to the FCC or State PUC Authorizations or the Seller Business. No Seller Party has not received any notice of any claim of material Default with respect to any of the FCC and State PUC Authorizations. None of the FCC Authorizations will be, or could be reasonably expected to be, adversely affected by consummation of any action of Sellers Seller taken in connection with the transactions contemplated hereby or by any other Transaction Document. License Sub Seller is the sole holder of the FCC Authorizations and ACC Tennessee is the sole holder of all non-FCC Authorizations. (c) The map maps provided by Sellers Seller and attached hereto as SCHEDULE 7.07(c) is a are true and accurate depiction depictions of the current Cellular Geographic Service Area Areas and boundaries for each of the Cellular System Systems in all material respects, as such term is defined in Section 22.911 of the FCC's rules, 47 C.F.R. Section 22.911.

Governmental Licenses. (a) License Sub Except as set forth on SCHEDULE 7.08, Seller holds all FCC Authorizations and ACC Tennessee holds those licenses, consents, permits, certificates approvals and authorizations of public convenience and necessity of any other governmental body having jurisdiction over bodies including, without limitation, the Seller Business or any Purchased AssetsFCC Authorization and the state, counties and municipalities served by the Business, which are required in connection with the ownership and operation of the Purchased Assets and the Seller Business as it is presently being conducted (collectively referred to as the "AUTHORIZATIONSAuthorizations") except for such licenses, consents, permits, approvals and authorizations for which the failure to so hold would not be material). All FCC Authorizations are in full force and effect. Each Seller Party has complied in all material respects with the terms of the FCC AuthorizationsAuthorizations which it holds and there are no pending modifications, amendments or revocations of the Authorizations which would adversely affect the ownership of the Assets or the operation of the Business. All fees due and payable from Seller to governmental authorities pursuant to the Authorizations have been paid. All reports required of Seller to be filed in connection with the Authorizations have been timely filed and are accurate and complete. The Seller does not conduct any microwave operations on frequencies that are subject to relocation under the FCC's rules. True and correct copies of the FCC Authorizations, and all amendments thereto to the date hereof, that are Purchased Assets have been delivered by Seller to Purchaser and are identified on SCHEDULE 2.01(a) hereto. The Seller has not engaged in any course of conduct that could reasonably be expected to impair the ability of Purchaser or made available by Sellers its subsidiaries to Purchaser. (b) To Sellers' knowledge, there are no existing applications, petitions to deny or complaints or proceedings (other than proceedings affecting be the wireless industry generally) pending before holder of the FCC or any state public utility commission ("STATE PUC") having jurisdiction over the Seller Business or any Purchased Assets relating to the FCC or State PUC Authorizations or the Seller Business. No Seller Party has received any notice is aware of any claim of material Default with respect to reason why the Authorizations might not be renewed in the ordinary course, why any of the FCC and State PUC AuthorizationsAuthorizations might be revoked, or why any pending applications or notifications might not be approved. None The ownership of the FCC Authorizations will be, Assets and the operation of the Business by Seller are not subject to regulation or could be reasonably expected to be, adversely affected by consummation of any action of Sellers taken in connection with the transactions contemplated hereby or supervision by any applicable state public utilities commission or other Transaction Document. License Sub is the sole holder of the FCC Authorizations and ACC Tennessee is the sole holder of all non-FCC Authorizationssimilar state governmental instrumentality. (c) The map provided by Sellers and attached hereto as SCHEDULE 7.07(c) is a true and accurate depiction of the current Cellular Geographic Service Area and boundaries for the Cellular System in all material respects, as such term is defined in Section 22.911 of the FCC's rules, 47 C.F.R. Section 22.911.

Governmental Licenses. Schedule 3.19 includes a true and complete list of all of the Licenses issued by the FCC. Seller will deliver to Buyer true and complete copies of the Licenses (aincluding any amendments and other modifications thereto) issued by the FCC within ten (10) business days after the date of execution of this Agreement. Except for the FCC License Sub holds for the operation of WWVR-FM, West Terre Haute, Indiana (the "WWVR License") for which the assignment application is currently pending, all FCC Authorizations Licenses have been validly issued, and ACC Tennessee holds those Seller is the authorized legal holder thereof. Except for the WWVR License, the FCC Licenses listed on Schedule 3.19 comprise all of the licenses, permits, certificates and other authorizations required from the FCC for the lawful conduct of public convenience the business and necessity operations of the Stations in the manner and to the extent they are now conducted, except for any other governmental body having jurisdiction over auxiliary broadcast authorization the Seller Business failure to obtain which could not reasonably be expected to have a Material Adverse Effect. Except for the WWVR License, none of the FCC Licenses is subject to any restriction or condition that would limit in any Purchased Assets, which are required in connection with material respect the ownership and operation of the Purchased Assets and Stations as now operated. Except for the Seller Business as it is presently being conducted (collectively referred to as WWVR License, the "AUTHORIZATIONS") except for such licenses, consents, permits, approvals and authorizations for which the failure to so hold would not be material. All FCC Authorizations Licenses are in full force and effect. Each Seller Party has complied in all material respects with , and the terms conduct of the FCC Authorizations. True business and correct copies operations of the Stations is in compliance therewith and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such FCC AuthorizationsLicenses, and all amendments thereto except for such events, conditions or state of facts that could not reasonably be expected to the date hereof, have a Material Adverse Effect. Seller has no reason to believe that are Purchased Assets have been delivered or made available by Sellers to Purchaser. (b) To Sellers' knowledge, there are no existing applications, petitions to deny or complaints or proceedings (other than proceedings affecting the wireless industry generally) pending before the FCC or any state public utility commission ("STATE PUC") having jurisdiction over the Seller Business or any Purchased Assets relating to the FCC or State PUC Authorizations or the Seller Business. No Seller Party has received any notice of any claim of material Default with respect to any of the FCC Licenses would not be renewed by the FCC and State PUC Authorizationsno written notice of cancellation, of default or of any dispute concerning any FCC License, or of any event, condition or state of facts as described in the preceding sentence, has been received by Seller. None Notwithstanding any provision in this Agreement to the contrary, Seller makes no representation, warranty or covenant whatsoever regarding any DTV allocation that Seller has received or may receive in the future for the television Stations or the outcome of the FCC Authorizations will berulemaking identified as In the Matter of Advanced Television Systems, MM Docket No. 87-268 and any related or subsequent FCC or court proceeding (the "ATV Rulemaking"), except that Seller has not knowingly taken any action which could reasonably be reasonably expected to be, materially adversely affected by consummation of any action of Sellers taken in connection with affect or jeopardize the transactions contemplated hereby or by any other Transaction Document. License Sub is the sole holder of the FCC Authorizations and ACC Tennessee is the sole holder of all non-FCC Authorizationstelevision Stations' respective DTV allocation. (c) The map provided by Sellers and attached hereto as SCHEDULE 7.07(c) is a true and accurate depiction of the current Cellular Geographic Service Area and boundaries for the Cellular System in all material respects, as such term is defined in Section 22.911 of the FCC's rules, 47 C.F.R. Section 22.911.

Governmental Licenses. Schedule 3.4 includes a true and complete list of the FCC Licenses. Sellers have made available to Buyer true and complete copies of the main Licenses (a) License Sub holds including any amendments and other modifications thereto). The Licenses have been validly issued, and each Seller is the authorized legal holder of the Licenses and those FCC Licenses listed on Schedule 3.4. The Licenses and the FCC Licenses listed on Schedule 3.4 comprise all FCC Authorizations and ACC Tennessee holds those of the material licenses, permits, certificates and other authorizations required from any governmental or regulatory authority for the lawful conduct in all material respects of public convenience the business and necessity operations of the Stations in the manner and to the full extent they are now conducted, and, except as otherwise disclosed on Schedule 3.4, none of the Licenses is subject to any other governmental body having jurisdiction over unusual or special restriction or condition that could reasonably be expected to limit materially the Seller Business or any Purchased Assets, which are required in connection with the ownership and full operation of the Purchased Assets and the Seller Business Stations as it is presently being conducted (collectively referred to as the "AUTHORIZATIONS") except for such licenses, consents, permits, approvals and authorizations for which the failure to so hold would not be materialnow operated. All The FCC Authorizations Licenses are in full force and effect. Each , are valid for the balance of the current license term applicable generally to radio stations licensed to the same communities as the Stations, are unimpaired by any acts or omissions of any Seller Party has complied or any of its Affiliates, or the employees, agents, officers, directors, or shareholder of any Seller or any of its Affiliates, and are free and clear of any restrictions which might limit the full operation of the Stations in all material respects with the manner and to the full extent as they are now operated (other than restrictions under the terms of the FCC Authorizations. True and correct copies of the FCC Authorizations, and all amendments thereto licenses themselves or applicable to the date hereof, that are Purchased Assets have been delivered or made available by Sellers to Purchaser. (b) To Sellers' knowledgeradio broadcast industry generally). Except as listed on Schedule 3.4 hereto, there are no existing applications, petitions to deny proceedings or complaints pending or, to the knowledge of any Seller, threatened which may have an adverse effect on the business or proceedings operation of the Stations (other than rulemaking proceedings affecting that apply to the wireless radio broadcasting industry generally) pending before the FCC or any state public utility commission ("STATE PUC") having jurisdiction over the ). Except as disclosed on Schedule 3.4 hereto, no Seller Business or any Purchased Assets relating to the FCC or State PUC Authorizations or the Seller Business. No Seller Party has received any notice is aware of any claim of material Default with respect to reason why any of the FCC and State PUC Authorizations. None Licenses might not be renewed in the ordinary course for a full term without material qualifications or of any reason why any of the FCC Authorizations will beLicenses might be revoked. The Stations are in compliance with the Commission's policy on exposure to radio frequency radiation. No renewal of any FCC License would constitute a major environmental action under the rules of the Commission. To the knowledge of Sellers, there are no facts relating to Sellers which, under the Communications Act of 1934, as amended, or could be reasonably expected the existing rules of the Commission, would (a) disqualify any Seller from assigning any of its FCC Licenses to beBuyer, adversely affected by consummation (b) cause the filing of any action objection to the assignment of Sellers taken the FCC Licenses to Buyer, (c) lead to a delay in connection with the processing by the FCC of the applications of the FCC Licenses to Buyer, (d) lead to a delay in the termination of the waiting period required by Hart-Xxxxx-Xxxxxx, xx (e) disqualify any Seller from consummating the transactions contemplated hereby or by any other Transaction Documentherein within the times contemplated herein. License Sub An appropriate public inspection file for each Station is maintained at the sole holder Station's studio in accordance with Commission rules. Access to the Stations' transmission facilities are restricted in accordance with the policies of the FCC Authorizations and ACC Tennessee is the sole holder of all non-FCC AuthorizationsCommission. (c) The map provided by Sellers and attached hereto as SCHEDULE 7.07(c) is a true and accurate depiction of the current Cellular Geographic Service Area and boundaries for the Cellular System in all material respects, as such term is defined in Section 22.911 of the FCC's rules, 47 C.F.R. Section 22.911.

Governmental Licenses. (a) License Sub Except as set forth on SCHEDULE 4.09(a), the Company holds all FCC Authorizations and ACC Tennessee holds those necessary licenses, consents, permits, certificates approvals and authorizations of public convenience and necessity governmental bodies which are required in connection with the ownership and operation of any the Company's business (collectively referred to as the "Company Authorizations"). All Company Authorizations are in full force and effect. The Company has complied with the terms of the Company Authorizations which it holds and there are no pending modifications, amendments or revocations of the Company Authorizations which would adversely affect the ownership or the operation of its business. All fees due and payable from the Company to governmental authorities pursuant to the Company Authorizations have been paid. All reports required of the Company to be filed in connection with the Company Authorizations have been timely filed and are accurate and complete. True and correct copies of the Company Authorizations, and all amendments thereto to the date hereof, have been delivered by Sellers to Purchaser and are identified on SCHEDULE 4.09(a) hereto. (b) Except as set forth on SCHEDULE 4.09(b), the Partnership holds all necessary licenses, consents, permits, approvals and authorizations of public and governmental bodies including, without limitation, the FCC Authorizations, authorizations from the California Public Utilities Commission (the "CPUC") and other governmental body having jurisdiction over state, counties and municipalities served by the Seller Business or any Purchased AssetsBusiness, which are required in connection with the ownership and operation of the Purchased Assets and the Seller Business as it is presently being conducted (collectively referred to as the "AUTHORIZATIONSAuthorizations") except for such licenses, consents, permits, approvals and authorizations for which the failure to so hold would not be material). All FCC Authorizations are in full force and effect. Each Seller Party The Partnership has complied in all material respects with the terms of the FCC AuthorizationsAuthorizations which it holds and there are no pending modifications, amendments or revocations of the Authorizations which would adversely affect the ownership or the operation of the Business. All fees due and payable from the Partnership to governmental authorities pursuant to the Authorizations have been paid. All reports required of the Partnership to be filed in connection with the Authorizations have been timely filed and are accurate and complete. True and correct copies of the FCC Authorizations, and all amendments thereto to the date hereof, that are Purchased Assets have been delivered or made available by Sellers to Purchaser. (bPurchaser and are identified on SCHEDULE 4.09(b) To Sellers' knowledge, there hereto. The ownership and the operation of the Business by the Partnership are no existing applications, petitions not subject to deny regulation or complaints supervision by any applicable state public utilities commission or proceedings (other similar state governmental instrumentality other than proceedings affecting the wireless industry generally) pending before the FCC or any state public utility commission ("STATE PUC") having jurisdiction over the Seller Business or any Purchased Assets relating to the FCC or State PUC Authorizations or the Seller Business. No Seller Party has received any notice of any claim of material Default with respect to any of the FCC and State PUC Authorizations. None of the FCC Authorizations will be, or could be reasonably expected to be, adversely affected by consummation of any action of Sellers taken in connection with the transactions contemplated hereby or by any other Transaction Document. License Sub is the sole holder of the FCC Authorizations and ACC Tennessee is the sole holder of all non-FCC AuthorizationsCPUC. (c) The map provided by Sellers and attached hereto as SCHEDULE 7.07(c) is a true and accurate depiction of the current Cellular Geographic Service Area and boundaries for the Cellular System in all material respects, as such term is defined in Section 22.911 of the FCC's rules, 47 C.F.R. Section 22.911.

Governmental Licenses. (aSchedule 3.4(a) License Sub holds includes a true and complete list of the Licenses and all FCC Authorizations applications for modifications, extensions or renewals thereof and ACC Tennessee holds those applications for any new licenses, permits, certificates of public convenience permissions or authorizations. Sellers have delivered to Buyer true and necessity of any other governmental body having jurisdiction over the Seller Business or any Purchased Assets, which are required in connection with the ownership and operation complete copies of the Purchased Assets Licenses (including any amendments and the Seller Business as it is presently being conducted (collectively referred to as the "AUTHORIZATIONS"other modifications thereto) except and all applications for such modifications, extensions or renewals thereof and applications for any new licenses, consents, permits, approvals permissions or authorizations. The FCC Licenses have been validly issued pursuant to Final Orders, and Sellers are the authorized legal holders thereof. The FCC Licenses comprise all of the licenses, permits, and other authorizations required by the FCC for which the failure lawful conduct of the business and operations of the Stations in the manner and to so hold the full extent they are now conducted, and none of the FCC Licenses is subject to any restriction or condition that would not be materiallimit the full operation of any Station as now operated. All FCC Authorizations The Licenses are in full force and effect. Each Seller Party has complied The FCC Licenses are valid for the balance of the current license term applicable generally to radio stations licensed to communities in all material respects with the state where the Stations are located, and are free and clear of any restrictions that do, or could reasonably be expected to, limit the full operation of the Stations in the manner and to the full extent that they are now operated (other than restrictions under the terms of the FCC Authorizations. True Licenses themselves or generally applicable under the rules and correct copies regulations of the FCC AuthorizationsFCC). The conduct of the business and operations of each Station is in accordance with the Licenses in all material respects. Except as set forth on Schedule 3.4(b), and all amendments thereto to the date hereof, that are Purchased Assets Sellers have been delivered or made available by Sellers to Purchaser. (b) To Sellers' knowledge, there are no existing applications, petitions to deny or complaints or proceedings (other than proceedings affecting the wireless industry generally) pending before the FCC or any state public utility commission ("STATE PUC") having jurisdiction over the Seller Business or any Purchased Assets relating to the FCC or State PUC Authorizations or the Seller Business. No Seller Party has not received any notice of any claim violations of material Default with respect the FCC Licenses, the Communications Act or the rules and regulations thereunder that remain pending and unresolved. Except as set forth on Schedule 3.4(b), there is no action by or before the FCC currently pending or, to the knowledge of Sellers, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the FCC and State PUC AuthorizationsLicenses. None Except as set forth on Schedule 3.4(b), there are no applications, proceedings, or complaints pending at the FCC or, to the knowledge of Sellers, threatened which may have an adverse effect on the Assets or the operation of the Stations (other than rulemaking proceedings that apply to the radio broadcasting industry generally). Except as set forth on Schedule 3.4(b), Sellers have no reason to believe that any of the FCC Authorizations will beLicenses would not be renewed for a full term with no materially adverse conditions by the FCC or other granting authority in the ordinary course. To the knowledge of Sellers, the Stations are in compliance with the FCC’s policy on human exposure to radio frequency radiation. To the knowledge of Sellers, no renewal of any FCC License would constitute a major environmental action under the rules and regulations of the FCC in existence as of the date of this Agreement. To the knowledge of Sellers, there are no facts pertaining to the Stations, Sellers, or could be reasonably expected any persons or entities affiliated therewith which, under the Communications Act or the existing rules and regulations of the FCC, would (i) disqualify Sellers from assigning the FCC Licenses to be, adversely affected by consummation of any action of Sellers taken in connection with Buyer or from consummating the transactions contemplated hereby herein, or by any other Transaction Document. License Sub is the sole holder (ii) materially delay obtaining of the FCC Authorizations and ACC Tennessee is the sole holder of all non-FCC Authorizations. (c) The map provided by Sellers and attached hereto as SCHEDULE 7.07(c) is a true and accurate depiction of the current Cellular Geographic Service Area and boundaries approvals required for the Cellular System transactions contemplated herein. Sellers maintain an appropriate public inspection file at the studios of each Station in accordance with FCC rules and regulations in all material respects, as such term is defined in Section 22.911 of the FCC's rules, 47 C.F.R. Section 22.911.

Governmental Licenses. (a) License Sub Seller holds all necessary licenses including without limitation the FCC Authorizations and ACC Tennessee holds those licensesAuthorization, consents, permits, certificates approvals and authorizations of public convenience or governmental bodies including, without limitation, the FCC and necessity of any other governmental body having jurisdiction over the Seller Business or any Purchased Assetsstate, counties and municipalities served by the Business, which are required in connection with the ownership and operation of the Purchased Assets and which are required for the Seller Business as it is presently being conducted provision of cellular services within, and the operation of, the Cellular System in connection with applicable FCC regulations (collectively referred to as the "AUTHORIZATIONSAuthorizations") except for such licenses, consents, permits, approvals and authorizations for which the failure to so hold would not be material). All FCC Authorizations are in full force and effect. Each Seller Party has complied in all material respects with the terms of the FCC Authorizations. Except for matters affecting the cellular industry generally, there are no pending modifications, amendments or revocations of the Authorizations which would materially and adversely affect the ownership of the Assets or the operation of the Business. All fees of Seller due and payable to governmental authorities pursuant to the Authorizations have been paid and subject to the outcome of the Algreg Proceeding, no event has occurred which, with or without the giving of notice or lapse of time or both, would constitute grounds for revocation or modification of the Authorizations. All reports required of Seller to be filed in connection with the Authorizations have been timely filed and are accurate and complete in all material respects. Seller has not engaged in any course of conduct that could reasonably be expected to impair the ability of Seller to be the holder of the Authorizations and is not aware of any reason why the Authorizations might not be renewed in the ordinary course, why any of the Authorizations might be revoked, or why any pending applications or notifications might not be approved. True and correct copies of the FCC Authorizations, and all amendments thereto to the date hereof, that are Purchased Assets have been delivered or made available by Sellers Seller to Purchaser. (b) Purchaser and are identified on SCHEDULE 7.07 attached hereto. To Sellers' Seller's knowledge, there are no existing applications, petitions the ownership of the Assets and the operation of the Business by Seller is not subject to deny regulation or complaints supervision by any applicable state public utilities commission or proceedings (other than proceedings affecting similar state governmental instrumentality. Neither Seller nor any of its affiliates have filed for or obtained from the wireless industry generally) pending before the FCC Arizona Corporation Commission or any other state public utility utilities commission ("STATE PUC") having jurisdiction over any license, permit or other authority to conduct the Seller Business or any Purchased Assets relating to the FCC or State PUC Authorizations or the Seller Business. No Seller Party has received any notice of any claim of material Default with respect to any of the FCC and State PUC Authorizations. None of the FCC Authorizations will be, or could be reasonably expected to be, adversely affected by consummation of any action of Sellers taken in connection with the transactions contemplated hereby or by any other Transaction Document. License Sub is the sole holder of the FCC Authorizations and ACC Tennessee is the sole holder of all non-FCC Authorizations. (c) The map provided by Sellers and attached hereto as SCHEDULE 7.07(c) is a true and accurate depiction of the current Cellular Geographic Service Area and boundaries for the Cellular System in all material respects, as such term is defined in Section 22.911 of the FCC's rules, 47 C.F.R. Section 22.911.

Governmental Licenses. (a) License Sub Except as set forth on SCHEDULE 7.08, Seller holds all FCC Authorizations and ACC Tennessee holds those licenses, consents, permits, certificates approvals and authorizations of public convenience and necessity of any other governmental body having jurisdiction over bodies including, without limitation, those issued by the Seller Business or any Purchased AssetsFCC and the state, counties and municipalities served by the Business, which are required in connection with the ownership and of the Assets or the operation of the Purchased Assets and the Seller Business as it is presently being conducted (collectively referred to as the "AUTHORIZATIONSAuthorizations") except for such licenses, consents, permits, approvals and authorizations for which the failure to so hold would not be material). All FCC Authorizations are in full force and effect. Each Seller Party has complied in all material respects with the terms of the FCC AuthorizationsAuthorizations which it holds and there are no pending modifications, amendments or revocations of the Authorizations which would adversely affect the ownership of the Assets or the operation of the Business. Except as set forth on SCHEDULE 7.08, all fees due and payable from Seller to governmental authorities pursuant to the Authorizations have been paid. Except as set forth on SCHEDULE 7.08, all reports required of Seller to be filed in connection with the Authorizations have been timely filed and are accurate and complete. Except as set forth on SCHEDULE 7.08, the Seller does not conduct any microwave operations on frequencies that are subject to relocation under the FCC's rules. True and correct copies of the FCC Authorizations, and all amendments thereto to the date hereof, that are Purchased Assets have been delivered by Seller to Purchaser and are identified on SCHEDULE 2.01(a) hereto. The Seller has neither engaged in any course of conduct that could reasonably be expected to impair the ability of Purchaser or made available by Sellers its subsidiaries to Purchaser. (b) To Sellers' knowledge, there are no existing applications, petitions to deny or complaints or proceedings (other than proceedings affecting be the wireless industry generally) pending before holder of the FCC or any state public utility commission ("STATE PUC") having jurisdiction over the Seller Business or any Purchased Assets relating to the FCC or State PUC Authorizations or the Seller Business. No Seller Party has received any notice nor is aware of any claim of material Default with respect to reason why the Authorizations might not be renewed in the ordinary course, why any of the FCC and State PUC AuthorizationsAuthorizations might be revoked, or why any pending applications or notifications might not be approved. None The ownership of the FCC Authorizations will be, or could be reasonably expected to be, adversely affected by consummation of any action of Sellers taken in connection with Assets and the transactions contemplated hereby or by any other Transaction Document. License Sub is the sole holder operation of the FCC Authorizations and ACC Tennessee is Business by Seller are not currently subject to regulation or supervision by the sole holder of all non-FCC AuthorizationsMichigan Public Service Commission or other similar state governmental instrumentality. (c) The map provided by Sellers and attached hereto as SCHEDULE 7.07(c) is a true and accurate depiction of the current Cellular Geographic Service Area and boundaries for the Cellular System in all material respects, as such term is defined in Section 22.911 of the FCC's rules, 47 C.F.R. Section 22.911.

Governmental Licenses. (a) License Sub Except as set forth on SCHEDULE 7.08, Seller holds all FCC Authorizations and ACC Tennessee holds those licenses, consents, permits, certificates approvals and authorizations of public convenience and necessity of any other governmental body having jurisdiction over bodies including, without limitation, the Seller Business or any Purchased AssetsFCC Authorization and the state, counties and municipalities served by the Business, which are required in connection with the ownership and operation of the Purchased Assets and which are required for the Seller Business as it is presently being conducted provision of cellular services in the RSA in connection with applicable FCC regulations (collectively referred to as the "AUTHORIZATIONSAuthorizations") except for such licenses, consents, permits, approvals and authorizations for which the failure to so hold would not be material). All FCC Authorizations are in full force and effect. Each Seller Party has complied in all material respects with the terms of the FCC Authorizations which it holds and there are no pending modifications, amendments or revocations of the Authorizations which would adversely affect the ownership of the Assets or the operation of the Business. All fees due and payable from Seller to governmental authorities pursuant to the Authorizations have been paid and no event has occurred which, with or without the giving of notice or lapse of time or both, would constitute grounds for revocation or modification of the Authorizations. All reports required of Seller to be filed in connection with the Authorizations have been timely filed and are accurate and complete. The Seller does not conduct any microwave operations on frequencies that are subject to relocation under the FCC's rules. True and correct copies of the FCC Authorizations, and all amendments thereto to the date hereof, that are Purchased Assets have been delivered by Seller to Purchaser and are identified on SCHEDULE 2.01(a) hereto. The Seller has not engaged in any course of conduct that could reasonably be expected to impair the ability of Purchaser or made available by Sellers its subsidiaries to Purchaser. (b) To Sellers' knowledge, there are no existing applications, petitions to deny or complaints or proceedings (other than proceedings affecting be the wireless industry generally) pending before holder of the FCC or any state public utility commission ("STATE PUC") having jurisdiction over the Seller Business or any Purchased Assets relating to the FCC or State PUC Authorizations or the Seller Business. No Seller Party has received any notice (i) is aware of any claim of material Default with respect to reason why the Authorizations might not be renewed in the ordinary course, (ii) why any of the FCC and State PUC AuthorizationsAuthorizations might be revoked, or (iii) why any pending applications or notifications might not be approved. None The ownership of the FCC Authorizations will be, Assets and the operation of the Business by Seller are not subject to regulation or could be reasonably expected to be, adversely affected by consummation of any action of Sellers taken in connection with the transactions contemplated hereby or supervision by any applicable state public utilities commission or other Transaction Document. License Sub is the sole holder of the FCC Authorizations and ACC Tennessee is the sole holder of all non-FCC Authorizationssimilar state governmental instrumentality. (c) The map provided by Sellers and attached hereto as SCHEDULE 7.07(c) is a true and accurate depiction of the current Cellular Geographic Service Area and boundaries for the Cellular System in all material respects, as such term is defined in Section 22.911 of the FCC's rules, 47 C.F.R. Section 22.911.

Governmental Licenses. (a) License Sub Seller holds all necessary licenses including without limitation the FCC Authorizations and ACC Tennessee holds those licensesAuthorization, consents, permits, certificates approvals and authorizations of public convenience or governmental bodies including, without limitation, the FCC and necessity of any other governmental body having jurisdiction over the Seller Business or any Purchased Assetsstate, counties and municipalities served by the Business, which are required in connection with the ownership and operation of the Purchased Assets and which are required for the Seller Business as it is presently being conducted provision of cellular services in the RSA in connection with applicable FCC regulations (collectively referred to as the "AUTHORIZATIONSAuthorizations") except for such licenses, consents, permits, approvals and authorizations for which the failure to so hold would not be material). All FCC Authorizations are in full force and effect. Each Seller Party has complied in all material respects with the terms of the FCC Authorizations and there are no pending modifications, amendments or revocations of the Authorizations which would adversely affect the ownership of the Assets or the operation of the Business. All fees of Seller due and payable to governmental authorities pursuant to the Authorizations have been paid and no event has occurred which, with or without the giving of notice or lapse of time or both, would constitute grounds for revocation or modification of the Authorizations. All reports required of Seller to be filed in connection with the Authorizations have been timely filed and are accurate and complete. Seller has not engaged in any course of conduct that could reasonably be expected to impair the ability of Seller to be the holder of the Authorizations or is aware of any reason why the Authorizations might not be renewed in the ordinary course, why any of the Authorizations might be revoked, or why any pending applications or notifications might not be approved. True and correct copies of the FCC Authorizations, and all amendments thereto to the date hereof, that are Purchased Assets have been delivered by Seller to Purchaser and are identified on SCHEDULE 7.07 attached hereto. The ownership of the Assets and the operation of the Business by Seller is not subject to regulation or made available supervision by Sellers to Purchaser. (b) To Sellers' knowledge, there are no existing applications, petitions to deny or complaints or proceedings (other than proceedings affecting the wireless industry generally) pending before the FCC or any applicable state public utility utilities commission or other similar state governmental instrumentality (a "STATE PUC") having jurisdiction over the Seller Business or any Purchased Assets relating to the FCC or State PUC Authorizations or the Seller Business. No Seller Party has received any notice of any claim of material Default with respect to any of the FCC and State PUC Authorizations. None of the FCC Authorizations will be, or could be reasonably expected to be, adversely affected by consummation of any action of Sellers taken in connection with the transactions contemplated hereby or by any other Transaction Document. License Sub is the sole holder of the FCC Authorizations and ACC Tennessee is the sole holder of all non-FCC Authorizations). (c) The map provided by Sellers and attached hereto as SCHEDULE 7.07(c) is a true and accurate depiction of the current Cellular Geographic Service Area and boundaries for the Cellular System in all material respects, as such term is defined in Section 22.911 of the FCC's rules, 47 C.F.R. Section 22.911.

Governmental Licenses. Schedule 5.5 lists for each Station all of the Licenses of such Station. The Company has delivered to the Parent true and complete copies of the Licenses issued with respect to WTMI (athe "WTMI Licenses") License Sub holds (including any amendments and other modifications thereto). The WTMI Licenses have been validly issued, and the Company is the authorized legal holder thereof. The WTMI Licenses listed on Schedule 5.5 comprise all FCC Authorizations and ACC Tennessee holds those of the material licenses, permits, certificates and other authorizations required from any governmental or regulatory authority for the lawful conduct of public convenience the business and necessity operations of WTMI in the manner and to the full extent they are now conducted, and none of the WTMI Licenses is subject to any other governmental body having jurisdiction over restriction or condition that would limit in any material respect the Seller Business or any Purchased Assets, which are required in connection with the ownership and operation of the Purchased Assets and the Seller Business WTMI as it is presently being conducted (collectively referred to as the "AUTHORIZATIONS") except for such licenses, consents, permits, approvals and authorizations for which the failure to so hold would not be materialnow operated. All FCC Authorizations The WTMI Licenses are in full force and effect, and the conduct of the business and operations of WTMI is in accordance therewith. Each Seller Party The Company has complied no reason to believe that any of the WTMI Licenses would not be renewed by the FCC or other granting authority in the ordinary course. The Company is the holder of the Licenses set forth on Schedule 5.5 with respect to WCCC and WBOQ and has the right to assign such Licenses to the WCCC/WBOQ Buyer as contemplated by this Agreement. 5.6 Title to and Condition of Real Property. Schedule 5.6 lists all the Real Property for each Station and the Company's interests therein. The Real Property listed on Schedule 5.6 with respect to WTMI (the "WTMI Real Property") comprises all real property interests necessary to conduct the business and operations of WTMI as now conducted. The Company has good and marketable fee simple title, insurable at standard rates, to all fee estates (including the improvements thereon) included in the WTMI Real Property, free and clear of all Encumbrances of any nature whatsoever, and without reservation or exclusion of any mineral, timber, or other rights or interests, except for Permitted Encumbrances. The Company is the lessee under the WTMI tower lease described on Schedule 5.6. The WTMI tower lease is in full force and effect in accordance with its terms. There is not under the WTMI tower lease, any default by the Company or to the Company's knowledge, by any other party thereto or any event that, after notice or lapse of time or both, could constitute a default. To the Company's knowledge, all towers, guy anchors, and buildings and other improvements used or useful in connection with the operations of WTMI are located entirely on the WTMI Real Property listed in Schedule 5.6. The Company has delivered to the Parent true and complete copies of all deeds and leases pertaining to the WTMI Real Property. All WTMI Real Property (i) is in operating condition consistent with its present use, (ii) is available for immediate use in the conduct of the business and operations of WTMI, and (iii) to the Company's knowledge, complies in all material respects with all applicable building or zoning codes and the terms regulations of any governmental authority having jurisdiction. To the FCC Authorizations. True Company's knowledge, the Company has full legal and correct copies of the FCC Authorizations, and all amendments thereto practical access to the date hereof, WTMI Real Property. The Parent and the Merger Sub acknowledge that are Purchased Assets have been delivered or made available by Sellers to Purchaserthe studio lease for WTMI will expire in September 2000. (b) To Sellers' knowledge, there are no existing applications, petitions to deny or complaints or proceedings (other than proceedings affecting the wireless industry generally) pending before the FCC or any state public utility commission ("STATE PUC") having jurisdiction over the Seller Business or any Purchased Assets relating to the FCC or State PUC Authorizations or the Seller Business. No Seller Party has received any notice of any claim of material Default with respect to any of the FCC and State PUC Authorizations. None of the FCC Authorizations will be, or could be reasonably expected to be, adversely affected by consummation of any action of Sellers taken in connection with the transactions contemplated hereby or by any other Transaction Document. License Sub is the sole holder of the FCC Authorizations and ACC Tennessee is the sole holder of all non-FCC Authorizations. (c) The map provided by Sellers and attached hereto as SCHEDULE 7.07(c) is a true and accurate depiction of the current Cellular Geographic Service Area and boundaries for the Cellular System in all material respects, as such term is defined in Section 22.911 of the FCC's rules, 47 C.F.R. Section 22.911.

Governmental Licenses. (a) License Sub Seller holds all necessary licenses including without limitation the FCC Authorizations and ACC Tennessee holds those licensesAuthorization, consents, permits, certificates approvals and authorizations of public convenience or governmental bodies including, without limitation, the FCC and necessity of any other governmental body having jurisdiction over the Seller Business or any Purchased Assetsstate, counties and municipalities served by the Business, which are required in connection with the ownership and operation of the Purchased Assets and which are required for the Seller Business as it is presently being conducted provision of cellular services in the RSA in connection with applicable FCC regulations (collectively referred to as the "AUTHORIZATIONSAuthorizations") except for such licenses, consents, permits, approvals and authorizations for which the failure to so hold would not be material). All FCC Authorizations are in full force and effect. Each Seller Party has and the Partnership have complied in all material respects with the terms of the FCC Authorizations and there are no pending modifications, amendments or revocations of the Authorizations which would materially and adversely affect the ownership of the Assets or the operation of the Business. All fees of Seller and the Partnership due and payable to governmental authorities pursuant to the Authorizations have been paid and subject to the outcome of the Risk Sharing Proceeding, no event has occurred which, with or without the giving of notice or lapse of time or both, would constitute grounds for revocation or modification of the Authorizations. All reports required of Seller and the Partnership to be filed in connection with the Authorizations have been timely filed and are accurate and complete in all material respects. Neither Seller nor the Partnership has engaged in any course of conduct that could reasonably be expected to impair the ability of Seller to be the holder of the Authorizations and is not aware of any reason why the Authorizations might not be renewed in the ordinary course, why any of the Authorizations might be revoked, or why any pending applications or notifications might not be approved. True and correct copies of the FCC Authorizations, and all amendments thereto to the date hereof, that are Purchased Assets have been delivered by Seller to Purchaser and are identified on SCHEDULE 7.07 attached hereto. The ownership of the Assets and the operation of the Business by Seller is not subject to regulation or made available supervision by Sellers to Purchaser. (b) To Sellers' knowledge, there are no existing applications, petitions to deny or complaints or proceedings (other than proceedings affecting the wireless industry generally) pending before the FCC or any applicable state public utility utilities commission ("STATE PUC") having jurisdiction over the Seller Business or any Purchased Assets relating to the FCC or State PUC Authorizations or the Seller Business. No Seller Party has received any notice of any claim of material Default with respect to any of the FCC and State PUC Authorizations. None of the FCC Authorizations will be, or could be reasonably expected to be, adversely affected by consummation of any action of Sellers taken in connection with the transactions contemplated hereby or by any other Transaction Document. License Sub is the sole holder of the FCC Authorizations and ACC Tennessee is the sole holder of all non-FCC Authorizationssimilar state governmental instrumentality. (c) The map provided by Sellers and attached hereto as SCHEDULE 7.07(c) is a true and accurate depiction of the current Cellular Geographic Service Area and boundaries for the Cellular System in all material respects, as such term is defined in Section 22.911 of the FCC's rules, 47 C.F.R. Section 22.911.