Common use of Licenses and Approvals Clause in Contracts

Licenses and Approvals. (a) Each of the Borrower and its Subsidiaries has all requisite power and authority and Necessary Authorizations to hold the FCC Licenses and to own and operate its Stations and to carry on its businesses as now conducted. (b) Set forth in Schedule 8.21 hereto, as updated from time to time in accordance with §10.5, is a complete description of all FCC Licenses of the Borrower and/or its Subsidiaries and the dates on which such FCC Licenses expire. Complete and correct copies of all such FCC licenses have been delivered to the Administrative Agent. Except as set forth on Schedule 8.21, each such FCC License which is necessary to the operation of the business of the Borrower or any of its Subsidiaries is validly issued and in full force and effect and, in respect of each such license that has expired by its terms, a timely renewal application has been filed and the Borrower and/or its Subsidiaries has authority to continue operating the applicable Station pending action on such application and, except as set forth on Schedule 8.7 the Borrower and its Subsidiaries do not know of any matters that could reasonably be expected to result in the non-renewal of any material license; and except as set forth on Schedule 8.7 and Schedule 8.21, the Borrower and each of its Subsidiaries has fulfilled and performed in all material respects all of its obligations with respect to each such FCC License; in each case, provided that such exceptions could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and provided further that the Borrower or such Subsidiary is taking all reasonable and appropriate steps to contest or mitigate its potential liabilities in respect of such exceptions and has set aside on its books adequate reserves in conformity with GAAP with respect thereto. Except as set forth on Schedule 8.7 and Schedule 8.21, no event has occurred which: (i) has resulted in, or after notice or lapse of time or both would result in, revocation or termination of any FCC License, or (ii) materially and adversely affects or in the future could reasonably be expected to materially adversely affect any of the rights of the Borrower or any of its Subsidiaries under any FCC License, except for such events (including such events set forth on Schedule 8.7 and Schedule 8.21) which could not reasonably be expected to cause an Event of Default pursuant to §14.1(t) and so long as the Borrower or the applicable Subsidiary shall have complied with §9.10(b)(iv). No material license or franchise, other than the FCC Licenses described in Schedule 8.21 which have been obtained, is necessary for the operation of the business (including the Stations) of the Borrower or any of its Subsidiaries as now conducted. (c) Except as set forth on Schedule 8.7 and Schedule 8.21, as such Schedule 8.21 may be updated from time to time pursuant to §10.5, none of the Borrower or any of its Subsidiaries is a party to or has knowledge of any investigation, notice of violation, order or complaint issued by or before any Governmental Authority, including the FCC, or of any other proceedings (other than proceedings relating to the radio or television broadcasting industry generally) which could in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Licenses of the Borrower and its Subsidiaries taken as a whole or the business of the Borrower and its Subsidiaries taken as a whole, provided that any such investigations, violations, orders or complaints issued by or before any Governmental Authority or proceedings could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and provided further that the Borrower or such Subsidiary is taking all reasonable and appropriate steps to contest or mitigate its potential liabilities in respect of such investigations, violations, orders or complaints or proceedings and has set aside on its books adequate reserves in conformity with GAAP with respect thereto. Except as set forth on Schedule 8.7, none of the Borrower or any of its Subsidiaries has reason to believe that any of the FCC Licenses described in Schedule 8.21, as updated from time to time pursuant to §10.5, will not be renewed, except for those the failure to be in full force and effect after the Funding Date could not reasonably be expected to have a Material Adverse Effect. Each of the Borrower and its Subsidiaries has filed all material reports, applications, documents, instruments and information required to be filed by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its FCC Licenses or the activities or business of such Person with respect thereto and has timely paid all FCC annual regulatory fees assessed with respect to its FCC Licenses. (d) All FCC Licenses and other licenses, permits and approvals relating to the Stations are held by a License Subsidiary. No License Subsidiary (A) owns or holds any assets (including the ownership of stock or any other interest in any Person) other than FCC Licenses and other licenses, permits and approvals relating to the Stations, (B) is engaged in any business other than the holding, acquisition and maintenance of FCC Licenses and other licenses, permits and approvals relating to the Stations, (C) has any Investments in any Person other than the Borrower or (D) owes any Indebtedness (other than (x) Indebtedness to the Administrative Agent and the Lenders pursuant to the Guaranty and (y) contingent obligations pursuant to the Subordinated Guaranties o Subordinated Debt consisting of guaranties of Additional Subordinated Debt to any Person other than the Borrower.

Licenses and Approvals. (a) Each of the Borrower Issuer and its Subsidiaries has all requisite power and authority and Necessary Authorizations to hold the FCC Licenses and to own and operate its Stations and to carry on its businesses as now conducted. (b) Set forth in Schedule 8.21 hereto, as updated from time to time in accordance with §10.5, is a complete description of all FCC Licenses of the Borrower Issuer and/or its Subsidiaries and the dates on which such FCC Licenses expire. Complete and correct copies of all such FCC licenses have been delivered to the Administrative AgentPurchaser. Except as set forth on Schedule 8.21, each such FCC License which is necessary to the operation of the business of the Borrower Issuer or any of its Subsidiaries is validly issued and in full force and effect and, in respect of each such license that has expired by its terms, a timely renewal application has been filed and the Borrower Issuer and/or its Subsidiaries has authority to continue operating the applicable Station pending action on such application and, except as set forth on Schedule 8.7 the Borrower Issuer and its Subsidiaries do not know of any matters that could reasonably be expected to result in the non-renewal of any material license; and except as set forth on Schedule 8.7 and Schedule 8.21, the Borrower Issuer and each of its Subsidiaries has fulfilled and performed in all material respects all of its obligations with respect to each such FCC License; in each case, provided that such exceptions could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and provided further that the Borrower Issuer or such Subsidiary is taking all reasonable and appropriate steps to contest or mitigate its potential liabilities in respect of such exceptions and has set aside on its books adequate reserves in conformity with GAAP with respect thereto. Except as set forth on Schedule 8.7 and Schedule 8.21, no event has occurred which: (i) has resulted in, or after notice or lapse of time or both would result in, revocation or termination of any FCC License, or (ii) materially and adversely affects or in the future could reasonably be expected to materially adversely affect any of the rights of the Borrower Issuer or any of its Subsidiaries under any FCC License, except for such events (including such events set forth on Schedule 8.7 and Schedule 8.21) which could not reasonably be expected to cause an Event of Default pursuant to §14.1(t) and so long as the Borrower Issuer or the applicable Subsidiary shall have complied with §9.10(b)(iv). No material license or franchise, other than the FCC Licenses described in Schedule 8.21 which have been obtained, is necessary for the operation of the business (including the Stations) of the Borrower Issuer or any of its Subsidiaries as now conducted. (c) Except as set forth on Schedule 8.7 and Schedule 8.21, as such Schedule 8.21 may be updated from time to time pursuant to §10.5, none of the Borrower Issuer or any of its Subsidiaries is a party to or has knowledge of any investigation, notice of violation, order or complaint issued by or before any Governmental Authority, including the FCC, or of any other proceedings (other than proceedings relating to the radio or television broadcasting industry generally) which could in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Licenses of the Borrower Issuer and its Subsidiaries taken as a whole or the business of the Borrower Issuer and its Subsidiaries taken as a whole, provided that any such investigations, violations, orders or complaints issued by or before any Governmental Authority or proceedings could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and provided further that the Borrower Issuer or such Subsidiary is taking all reasonable and appropriate steps to contest or mitigate its potential liabilities in respect of such investigations, violations, orders or complaints or proceedings and has set aside on its books adequate reserves in conformity with GAAP with respect thereto. Except as set forth on Schedule 8.7, none of the Borrower Issuer or any of its Subsidiaries has reason to believe that any of the FCC Licenses described in Schedule 8.21, as updated from time to time pursuant to §10.5, will not be renewed, except for those the failure to be in full force and effect after the Funding Effective Date could not reasonably be expected to have a Material Adverse Effect. Each of the Borrower Issuer and its Subsidiaries has filed all material reports, applications, documents, instruments and information required to be filed by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its FCC Licenses or the activities or business of such Person with respect thereto and has timely paid all FCC annual regulatory fees assessed with respect to its FCC Licenses. (d) All FCC Licenses and other licenses, permits and approvals relating to the Stations are held by a License Subsidiary. No License Subsidiary (A) owns or holds any assets (including the ownership of stock or any other interest in any Person) other than FCC Licenses and other licenses, permits and approvals relating to the Stations, (B) is engaged in any business other than the holding, acquisition and maintenance of FCC Licenses and other licenses, permits and approvals relating to the Stations, (C) has any Investments in any Person other than the Borrower Issuer or (D) owes any Indebtedness (other than (x) Indebtedness to the Administrative Agent and the Lenders Purchaser pursuant to the Guaranty and (y) contingent obligations pursuant to the Subordinated Guaranties o Subordinated Debt consisting of guaranties of Additional Subordinated Debt to any Person other than the BorrowerIssuer).

Licenses and Approvals. (a) Each of the Borrower and its Subsidiaries has all requisite power and authority and Necessary Authorizations to hold the FCC Licenses and to own and operate its Stations and to carry on its businesses as now conducted. (b) Set forth in Schedule 8.21 hereto, as updated from time to time in accordance with §10.5, is a complete description of all FCC Licenses of the Borrower and/or its Subsidiaries and the dates on which such FCC Licenses expire. Complete and correct copies of all such FCC licenses have been delivered to the Administrative Agent. Except as set forth on Schedule 8.21, each Each such FCC License which is necessary to the operation of the business of the Borrower or any of its Subsidiaries is validly issued and in full force and effect and, in respect of each such license that has expired by its terms, a timely renewal application has been filed and the Borrower and/or its Subsidiaries has authority to continue operating the applicable Station pending action on such application and, except as set forth on Schedule 8.7 the Borrower and its Subsidiaries do not know of any matters that could reasonably be expected to result in the non-renewal of any material license; and except as set forth on Schedule 8.7 and Schedule 8.21, the effect. The Borrower and each of its Subsidiaries has fulfilled and performed in all material respects all of its obligations with respect to each such FCC License; License except in each caserespect of findings of violations, or claims alleging violations, by the Borrower or such Subsidiary of FCC indecency standards (“Indecency Claims”), provided that such exceptions Indecency Claims could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and provided further that the Borrower or such Subsidiary is taking all reasonable and appropriate steps to contest or mitigate its potential liabilities in respect of such exceptions Indecency Claims and has set aside on its books adequate reserves in conformity with GAAP with respect thereto. Except as set forth on Schedule 8.7 and Schedule 8.21, no No event has occurred which: (i) has resulted in, or after notice or lapse of time or both would result in, revocation or termination of any FCC License, or (ii) materially and adversely affects or in the future could reasonably be expected to materially adversely affect any of the rights of the Borrower or any of its Subsidiaries under any FCC License, except for such events (including such events set forth on Schedule 8.7 those the failure to be in full force and Schedule 8.21) which effect could not reasonably be expected to cause an Event of Default pursuant to §14.1(t) and so long as the Borrower or the applicable Subsidiary shall have complied with §9.10(b)(iv). No material license or franchise, other than the FCC Licenses described in Schedule 8.21 which have been obtained, is necessary for the operation of the business (including the Stations) of the Borrower or any of its Subsidiaries as now conducted. (c) Except as set forth on Schedule 8.7 and Schedule 8.21, as such Schedule 8.21 may be updated from time to time pursuant to §10.5, and except in respect of Indecency Claims, provided that such Indecency Claims could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and provided further that the Borrower or such Subsidiary is taking all reasonable and appropriate steps to contest or mitigate its potential liabilities in respect of such Indecency Claims and has set aside on its books adequate reserves in conformity with GAAP with respect thereto, none of the Borrower or any of its Subsidiaries is a party to or has knowledge of any investigation, notice of violation, order or complaint issued by or before any Governmental Authority, including the FCC, or of any other proceedings (other than proceedings relating to the radio or television broadcasting industry generally) which could in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Licenses of the Borrower and its Subsidiaries taken as a whole or the business of the Borrower and its Subsidiaries taken as a whole, provided that any such investigations, violations, orders or complaints issued by or before any Governmental Authority or proceedings could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and provided further that the Borrower or such Subsidiary is taking all reasonable and appropriate steps to contest or mitigate its potential liabilities in respect of such investigations, violations, orders or complaints or proceedings and has set aside on its books adequate reserves in conformity with GAAP with respect thereto. Except as set forth on Schedule 8.7, none None of the Borrower or any of its Subsidiaries has reason to believe that any of the FCC Licenses described in Schedule 8.21, as updated from time to time pursuant to §10.5, will not be renewed, except for those the failure to be in full force and effect after the Funding Date could not reasonably be expected to have a Material Adverse Effect. Each of the Borrower and its Subsidiaries has filed all material reports, applications, documents, instruments and information required to be filed by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its FCC Licenses or the activities or business of such Person with respect thereto and has timely paid all FCC annual regulatory fees assessed with respect to its FCC Licenses. (d) All FCC Licenses and other licenses, permits and approvals relating to the Stations are held by a License Subsidiary. No License Subsidiary (A) owns or holds any assets (including the ownership of stock or any other interest in any Person) other than FCC Licenses and other licenses, permits and approvals relating to the Stations, (B) is engaged in any business other than the holding, acquisition and maintenance of FCC Licenses and other licenses, permits and approvals relating to the Stations, (C) has any Investments in any Person other than the Borrower or (D) owes any Indebtedness (other than (x) Indebtedness to the Administrative Agent and the Lenders pursuant to the Guaranty and (y) contingent obligations pursuant to the Subordinated Guaranties o or Subordinated Debt consisting of guaranties of Additional Subordinated Debt Debt) to any Person other than the Borrower.

Licenses and Approvals. (a) Each of the Borrower and its Subsidiaries has all requisite power and authority and Necessary Authorizations necessary licenses, permits and approvals, including all FCC Licenses, to hold the FCC Licenses and to own and operate its Stations and to carry on its businesses as now conducted. (b) Set forth in Schedule 8.21 hereto, as updated from time to time in accordance with §10.5, hereto is a complete description of all FCC Licenses of the Borrower and/or its Subsidiaries and the dates on which such FCC Licenses expire. Complete and correct copies of all such FCC licenses have been delivered to the Administrative Agent. Except as set forth on Schedule 8.21, each Each such FCC License which is necessary to the operation of the business of the Borrower or any of its Subsidiaries is validly issued and in full force and effect and, in respect of each such license that has expired by its terms, a timely renewal application has been filed and the Borrower and/or its Subsidiaries has authority to continue operating the applicable Station pending action on such application and, except as set forth on Schedule 8.7 the Borrower and its Subsidiaries do not know of any matters that could reasonably be expected to result in the non-renewal of any material license; and except as set forth on Schedule 8.7 and Schedule 8.21, the effect. The Borrower and each of its Subsidiaries has fulfilled and performed in all material respects all of its obligations with respect to each such FCC License; in each case, provided that such exceptions could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and provided further that the Borrower or such Subsidiary is taking all reasonable and appropriate steps to contest or mitigate its potential liabilities in respect of such exceptions and has set aside on its books adequate reserves in conformity with GAAP with respect thereto. Except as set forth on Schedule 8.7 and Schedule 8.21, no No event has occurred which: (i) has resulted in, or after notice or lapse of time or both would result in, revocation or termination of any FCC License, or (ii) materially and adversely affects or in the future could reasonably be expected to materially adversely affect any of the rights of the Borrower or any of its Subsidiaries under any FCC License, except for such events (including such events set forth on Schedule 8.7 and Schedule 8.21) which could not reasonably be expected to cause an Event of Default pursuant to §14.1(t) and so long as the Borrower or the applicable Subsidiary shall have complied with §9.10(b)(iv)thereunder. No material license or franchise, other than the FCC Licenses described in Schedule 8.21 which have been obtained8.21, is necessary for the operation of the business (including the Stations) of the Borrower or any of its Subsidiaries as now conducted. (c) Except as set forth on Schedule 8.7 and Schedule 8.21, as such Schedule 8.21 may be updated from time to time pursuant to §10.5, none None of the Borrower or any of its Subsidiaries is a party to or has knowledge of any investigation, notice of violation, order or complaint issued by or before any Governmental Authoritygovernmental authority, including the FCC, or of any other proceedings (other than proceedings relating to the radio or television broadcasting industry generally) which could in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Licenses of the Borrower and or any of its Subsidiaries taken as a whole or the business of the Borrower and or any of its Subsidiaries taken as a whole, provided that any such investigations, violations, orders or complaints issued by or before any Governmental Authority or proceedings could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and provided further that the Borrower or such Subsidiary is taking all reasonable and appropriate steps to contest or mitigate its potential liabilities in respect of such investigations, violations, orders or complaints or proceedings and has set aside on its books adequate reserves in conformity with GAAP with respect theretoSubsidiaries. Except as set forth on Schedule 8.7, none None of the Borrower or any of its Subsidiaries has reason to believe that any of the FCC Licenses described in Schedule 8.21, as updated from time to time pursuant to §10.5, 8.21 will not be renewed, except for those renewed in the failure to be in full force and effect after the Funding Date could not reasonably be expected to have a Material Adverse Effectordinary course. Each of the Borrower and its Subsidiaries has filed all material reports, applications, documents, instruments and information required to be filed by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its FCC Licenses or the activities or business of such Person with respect thereto and has timely paid all FCC annual regulatory fees assessed with respect to its FCC Licenses. (d) All FCC Licenses and other licenses, permits and approvals relating to the Stations are held by a License Subsidiarythereto. No License Subsidiary (A) owns or holds any assets (including the ownership of stock or any other interest in any Person) other than FCC Licenses and other licenses, permits and approvals relating to the Stations, (B) is engaged in any business other than the holding, acquisition and maintenance of FCC Licenses and other licenses, permits and approvals relating to the Stations, (C) has any Investments in any Person other than the Borrower or (D) owes any Indebtedness (other than (x) Indebtedness to the Administrative Agent and the Lenders pursuant to the Guaranty and (y) contingent obligations pursuant to the Subordinated Guaranties o Subordinated Debt consisting of guaranties of Additional Subordinated Debt to any Person other than the Borrower.71 -64-

Licenses and Approvals. (a) Each of the Borrower and its Subsidiaries has all requisite power and authority and Necessary Authorizations necessary licenses, permits and approvals, including all FCC Licenses, to hold the FCC Licenses and to own and operate its Stations and to carry on its businesses as now conducted. . (b) Set forth in Schedule 8.21 hereto, as updated from time to time in accordance with §10.5, hereto is a complete description of all FCC Licenses of the Borrower and/or its Subsidiaries and the dates on which such FCC Licenses expire. Complete and correct copies of all such FCC licenses have been delivered to the Administrative Managing Agent. Except as set forth on Schedule 8.21, each Each such FCC License which is necessary to the operation of the business of the Borrower or any of its Subsidiaries is validly issued and in full force and effect and, in respect of each such license that has expired by its terms, a timely renewal application has been filed and the Borrower and/or its Subsidiaries has authority to continue operating the applicable Station pending action on such application and, except as set forth on Schedule 8.7 the Borrower and its Subsidiaries do not know of any matters that could reasonably be expected to result in the non-renewal of any material license; and except as set forth on Schedule 8.7 and Schedule 8.21, the effect. The Borrower and each of its Subsidiaries has fulfilled and performed in all material respects all of its obligations with respect to each such FCC License; in each case, provided that such exceptions could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and provided further that the Borrower or such Subsidiary is taking all reasonable and appropriate steps to contest or mitigate its potential liabilities in respect of such exceptions and has set aside on its books adequate reserves in conformity with GAAP with respect thereto. Except as set forth on Schedule 8.7 and Schedule 8.21, no No event has occurred which: (i) has resulted in, or after notice or lapse of time or both would result in, revocation or termination of any FCC License, or (ii) materially and adversely affects or in the future could reasonably be expected to materially adversely affect any of the rights of the Borrower or any of its Subsidiaries under any FCC License, except for such events (including such events set forth on Schedule 8.7 and Schedule 8.21) which could not reasonably be expected to cause an Event of Default pursuant to §14.1(t) and so long as the Borrower or the applicable Subsidiary shall have complied with §9.10(b)(iv)thereunder. No material license or franchise, other than the FCC Licenses described in Schedule 8.21 which have been obtained8.21, is necessary for the operation of the business (including the Stations) of the Borrower or any of its Subsidiaries as now conducted. (c) Except as set forth on Schedule 8.7 and Schedule 8.21, as such Schedule 8.21 may be updated from time to time pursuant to §10.5, none None of the Borrower or any of its Subsidiaries is a party to or has knowledge of any investigation, notice of violation, order or complaint issued by or before any Governmental Authoritygovernmental authority, including the FCC, or of any other proceedings (other than proceedings relating to the radio or television broadcasting industry generally) which could in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Licenses of the Borrower and or any of its Subsidiaries taken as a whole or the business of the Borrower and its Subsidiaries taken as a whole, provided that any such investigations, violations, orders or complaints issued by or before any Governmental Authority or proceedings could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and provided further that the Borrower or such Subsidiary is taking all reasonable and appropriate steps to contest or mitigate its potential liabilities in respect of such investigations, violations, orders or complaints or proceedings and has set aside on its books adequate reserves in conformity with GAAP with respect thereto. Except as set forth on Schedule 8.7, none of the Borrower or any of its Subsidiaries has reason to believe that any of the FCC Licenses described in Schedule 8.21, as updated from time to time pursuant to §10.5, will not be renewed, except for those the failure to be in full force and effect after the Funding Date could not reasonably be expected to have a Material Adverse Effect. Each of the Borrower and its Subsidiaries has filed all material reports, applications, documents, instruments and information required to be filed by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its FCC Licenses or the activities or business of such Person with respect thereto and has timely paid all FCC annual regulatory fees assessed with respect to its FCC Licenses. (d) All FCC Licenses and other licenses, permits and approvals relating to the Stations are held by a License Subsidiary. No License Subsidiary (A) owns or holds any assets (including the ownership of stock or any other interest in any Person) other than FCC Licenses and other licenses, permits and approvals relating to the Stations, (B) is engaged in any business other than the holding, acquisition and maintenance of FCC Licenses and other licenses, permits and approvals relating to the Stations, (C) has any Investments in any Person other than the Borrower or (D) owes any Indebtedness (other than (x) Indebtedness to the Administrative Agent and the Lenders pursuant to the Guaranty and (y) contingent obligations pursuant to the Subordinated Guaranties o Subordinated Debt consisting of guaranties of Additional Subordinated Debt to any Person other than the Borrower.

Licenses and Approvals. (a) Each of the Borrower and its Subsidiaries has all requisite power and authority and Necessary Authorizations to hold the FCC Licenses Necessary Authorizations and to own and operate its Stations and to carry on its businesses as now conducted, all in material compliance with the Communications Act. (b) Set forth in Schedule 8.21 hereto3.16 as of a date within five (5) Business Days of the Effective Date, is an accurate and complete list, with current dates of expiration, of (i) all FCC Licenses, (ii) all applications, petitions or requests pending before the FCC as of a date within five (5) Business Days of the Effective Date that were filed by Borrower, any of its Subsidiaries or any WBLS Entity with respect to, or otherwise relating to, the conduct by Borrower and each of its Subsidiaries of its Stations as presently operated or proposed to be operated, and (iii) all agreements pursuant to which the Operating Subsidiaries shall have acquired the rights to use the FCC Licenses held by the License Subsidiaries. Complete and correct copies of all such FCC Licenses that are Necessary Authorizations with respect to the Borrower or any of its Subsidiaries as of the Effective Date have been delivered to the Administrative Agent. Schedule 3.16 (as updated from time to time in accordance with §10.5Section 6.03 and 6.04, is a complete description of all as applicable, with respect to FCC Licenses that are Necessary Authorizations) lists all of the Borrower and/or its Subsidiaries and the dates on which such main station FCC Licenses expire. Complete and correct copies of all such required by the FCC licenses have been delivered to the Administrative Agent. Except as set forth on Schedule 8.21, each such FCC License which is necessary to in connection with the operation of the business of the Borrower or by Borrower, any of its Subsidiaries or any WBLS Entity of its Stations as presently operated or proposed to be operated. (c) Each FCC License that is a Necessary Authorization is validly issued and in full force and effect andand is free and clear of any conditions that might limit the operation of the Stations other than those restrictions stated on the face of such FCC License or otherwise generally imposed on broadcast stations of like authority. Except as identified on Schedule 3.16, FCC Licenses that are Necessary Authorizations were duly issued by Final FCC Orders in respect the names of or validly assigned to, the Borrower or its Subsidiary as identified on Schedule 3.16 and each such license Borrower or its Subsidiary is, and on the Effective Date will be, the holder of such FCC Licenses. (d) As to each FCC License that is a Necessary Authorization that has expired by its terms, a timely renewal application has been filed and the Borrower and/or its Subsidiaries has FCC authority to continue operating the applicable Station pending FCC action on such application application. Except as set forth in Schedule 3.06(b) and Schedule 3.16, the Borrower and its Subsidiaries have no reason to believe that the FCC Licenses that are Necessary Authorizations are not likely to be renewed in the ordinary course or that the holder of each such FCC License would be denied a renewal expectancy as provided for in the Communications Act. (e) Neither the Borrower nor any of its Subsidiaries has granted any Liens or security interests in such FCC Licenses to any party other than the Administrative Agent for the benefit of the Lenders. Except as permitted by Section 6.03 of this Agreement, neither the Borrower nor any of its Subsidiaries has assigned, transferred, conveyed or otherwise disposed of any of the FCC Licenses to any third party, or committed to take any of such actions. Except as permitted by Section 6.03 of this Agreement, no person other than the Borrower and/or any of its Subsidiaries has any right, title or interest (legal or beneficial) in or to, or any right or license to use, any FCC License or the spectrum authorized by such FCC Licenses, except for those parties who have entered into brokered time arrangements or have contracted for program or advertising placement or data-casting on the associated Stations, pursuant to an agreement or understanding with the Borrower or any of its Subsidiaries. The Borrower and its Subsidiaries are the sole parties authorized by the FCC to have, and on the Effective Date will have, the absolute and unrestricted right, power and authority under the Communications Act to hold the FCC Licenses and, except by their FCC Licenses, to control the use of the spectrum authorized to Borrower and its Subsidiaries under the operating parameters of their FCC Licenses. (f) No event has occurred or, to the Borrower's or any of its Subsidiaries’ knowledge, no condition or state of facts exists, and no notice has been received from the FCC, which is reasonably likely to result in rescission, revocation, termination, cancellation, suspension or non-renewal of the FCC Licenses that are Necessary Authorizations, or which is reasonably likely to result in such FCC Licenses becoming subject to adverse conditions outside of the ordinary course of business, or that would materially and adversely affect the ownership and/or operation of the Stations as authorized by the terms of such FCC Licenses and the Communications Act or adversely and materially affect the rights of Borrower or any of its Subsidiaries. (g) Except as set forth on Schedule 8.7 the Borrower and its Subsidiaries do not know of any matters that could reasonably be expected to result in the non-renewal of any material license; and except as set forth on Schedule 8.7 3.06(b) and Schedule 8.213.16, as of the Borrower Effective Date, each Credit Party and each of its Subsidiaries has fulfilled and performed is in compliance in all material respects with all requirements of the Communications Act which are applicable to the business of the Borrower and its obligations with respect to each such Subsidiaries, the Stations or the FCC License; in each case, provided that such exceptions could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and provided further that the Licenses. The Borrower or such Subsidiary is taking all reasonable and appropriate steps to contest or mitigate its potential liabilities in respect of any such exceptions and has set aside on its books adequate reserves in conformity with GAAP with respect thereto. . (h) Except as set forth on Schedule 8.7 3.06(b) and Schedule 8.213.16, no event has occurred or, to the knowledge of Borrower and each of its Subsidiaries, been threatened, which, other than events that individually or in the aggregate could not reasonably be expected to result in a Material Adverse Effect: (i) has resulted in, or after notice or lapse of time or both would result in, revocation or termination of any FCC License, License that is a Necessary Authorization or (ii) materially and adversely affects or in the future could reasonably be expected to materially adversely affect any of the rights of the Borrower or any of its Subsidiaries under any such FCC License, except for such events (including such events set forth on Schedule 8.7 and Schedule 8.21) which could not reasonably be expected to cause an Event of Default pursuant to §14.1(t) and so long as the Borrower or the applicable Subsidiary shall have complied with §9.10(b)(iv). No material license or franchise, other than the FCC Licenses described in Schedule 8.21 which have been obtained, is necessary for the operation of the business (including the Stations) of the Borrower or any of its Subsidiaries as now conducted. (ci) [Reserved]. (j) The Borrower and each Subsidiary is in compliance with the provisions of Section 310 of the Communications Act of 1934, as amended, relating to the interest of aliens and foreign governments. (k) Except as set forth on in Schedule 8.7 and Schedule 8.213.16(k), as such Schedule 8.21 may be updated from time to time pursuant to §10.5, none of the Borrower or any and each Subsidiary are in compliance with the provisions of its Subsidiaries is a party to or has knowledge of any investigation, notice of violation, order or complaint issued by or before any Governmental Authority, including the FCC, or of any other proceedings (other than proceedings relating to the radio or television broadcasting industry generally) which could in any manner threaten or adversely affect the validity or continued effectiveness Section 73.3555 of the FCC Licenses of rules as they affect the Borrower and its Subsidiaries taken as a whole or the business of the Borrower and its Subsidiaries taken as a whole, provided that any such investigations, violations, orders or complaints issued by or before any Governmental Authority or proceedings could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and provided further that the Borrower or such Subsidiary is taking all reasonable and appropriate steps to contest or mitigate its potential liabilities in respect of such investigations, violations, orders or complaints or proceedings and has set aside on its books adequate reserves in conformity with GAAP with respect thereto. Except as set forth on Schedule 8.7, none of the Borrower or any of its Subsidiaries has reason to believe that any of the FCC Licenses described in Schedule 8.21, as updated from time to time pursuant to §10.5, will not be renewed, except for those the failure to be in full force and effect after the Funding Date could not reasonably be expected to have a Material Adverse Effect. Each of the Borrower and its Subsidiaries has filed all material reports, applications, documents, instruments and information required to be filed by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its FCC Licenses or the activities or business of such Person with respect thereto and has timely paid all FCC annual regulatory fees assessed with respect to its FCC LicensesStations. (dl) All FCC Licenses and other licenses, permits and approvals relating to the Stations are held by a License SubsidiarySubsidiary of Borrower. No such License Subsidiary (A) owns or holds any assets (including the ownership of stock or any other interest in any Person) other than FCC Licenses and other licenses, permits and approvals relating to the Stations, (B) is engaged in any business other than the holding, acquisition and maintenance of FCC Licenses and other licenses, permits and approvals relating to the Stations, (C) has any Investments in any Person other than the Borrower or a Subsidiary or (D) owes any Indebtedness for borrowed money (other than (x) Indebtedness to the Administrative Agent and the Lenders pursuant to the Guaranty and (y) contingent obligations pursuant to the Subordinated Guaranties o Subordinated Debt consisting of guaranties of Additional Subordinated Debt to any Person other than the Borrowerpermitted by Section 6.01).

Licenses and Approvals. (a) Each of the Borrower and its Subsidiaries Principal Company has all requisite power and authority and Necessary Authorizations to hold the necessary licenses and permits, including all FCC Licenses and Licenses, to own and operate its Stations the Assets (including Stations) owned or operated by it and to carry on its businesses as now conducted. (b) Set forth in Schedule 8.21 hereto, as updated from time to time in accordance with §10.5, SCHEDULE 4.13 is a complete description list of all FCC Licenses of the Borrower and/or its Subsidiaries and Principal Companies as of the dates on which such FCC Licenses expiredate hereof. Complete and correct copies of all such FCC licenses have been delivered to the Administrative Agent. Except as set forth on Schedule 8.21, each such Each FCC License which is necessary to the operation of the business of the Borrower or any of its Subsidiaries Principal Company is validly issued and in full force and effect andor to the extent described in SCHEDULE 4.13, in respect of each such license that has expired by its terms, a timely renewal application special temporary authority has been filed and sought from the Borrower and/or its Subsidiaries has FCC to operate the facilities for which such FCC authority to continue operating the applicable Station pending action on such application and, except as set forth on Schedule 8.7 the Borrower and its Subsidiaries do not know of any matters that could reasonably be expected to result in the non-renewal of any material license; and except as set forth on Schedule 8.7 and Schedule 8.21, the Borrower and each of its Subsidiaries is required. Each Principal Company has fulfilled and performed all of its obligations in all material respects all of its obligations with respect to each such FCC License; in each case, provided that such exceptions could not, . No events or occurrences have occurred which individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and provided further that the Borrower or such Subsidiary is taking all reasonable and appropriate steps to contest or mitigate its potential liabilities in respect of such exceptions and has set aside on its books adequate reserves in conformity with GAAP with respect thereto. Except as set forth on Schedule 8.7 and Schedule 8.21, no event has occurred which: (i) has have resulted in, or after notice or lapse of time or both would result in, in the revocation or termination of any such FCC License, or (ii) materially and adversely affects affect or in the future could reasonably be expected to materially adversely affect any of the rights of the Borrower or any of its Subsidiaries under any FCC License, except for such events (including such events Principal Company thereunder. Except as set forth on Schedule 8.7 and Schedule 8.21) which could not reasonably be expected to cause an Event SCHEDULE 4.13, as of Default pursuant to §14.1(t) and so long as the Borrower or the applicable Subsidiary shall have complied with §9.10(b)(iv). No material date hereof, no license or franchise, other than the FCC Licenses described in Schedule 8.21 which have been obtainedSCHEDULE 4.13, is necessary for the operation of the business (including the Stations) of the Borrower or any of its Subsidiaries Principal Companies as now conducted. (c) Except as set forth on Schedule 8.7 and Schedule 8.21, as such Schedule 8.21 may be updated from time to time pursuant to §10.5, none of the Borrower or any of its Subsidiaries No Principal Company is a party to or has nor does any Principal Company have knowledge of any investigation, notice of violation, order or complaint issued by or before any Governmental Authority, including the FCC, or of any other proceedings (other than proceedings relating to the radio or television broadcasting communications industry generally) which could in any manner threaten (individually or adversely affect the validity or continued effectiveness of the FCC Licenses of the Borrower and its Subsidiaries taken as a whole or the business of the Borrower and its Subsidiaries taken as a whole, provided that any such investigations, violations, orders or complaints issued by or before any Governmental Authority or proceedings could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and provided further that the Borrower or such Subsidiary is taking all reasonable and appropriate steps to contest or mitigate its potential liabilities in respect of such investigations, violations, orders or complaints or proceedings and has set aside on its books adequate reserves in conformity with GAAP with respect thereto. Except as set forth on Schedule 8.7, none of the Borrower or any of its Subsidiaries has reason to believe that any of the FCC Licenses described in Schedule 8.21, as updated from time to time pursuant to §10.5, will not be renewed, except for those the failure to be in full force and effect after the Funding Date could not ) reasonably be expected to have a Material Adverse Effect. Each No Principal Company has reason to believe (other than in connection with there being no legal assurance thereof) that any of the Borrower and its Subsidiaries FCC Licenses necessary to the operation of the business of any Principal Company will not be renewed in the ordinary course. Each Principal Company has filed all material reports, applications, documents, instruments and information required to be filed by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its FCC Licenses or the activities or business of such Person the Principal Companies with respect thereto and has timely paid all FCC annual regulatory fees assessed with respect to its FCC Licensesthereto. (d) All FCC Licenses and other licenses, permits and approvals relating to the Stations are held by a License Subsidiary. No License Subsidiary (A) owns or holds any assets (including the ownership of stock or any other interest in any Person) other than FCC Licenses and other licenses, permits and approvals relating to the Stations, (B) is engaged in any business other than the holding, acquisition and maintenance of FCC Licenses and other licenses, permits and approvals relating to the Stations, (C) has any Investments in any Person other than the Borrower or (D) owes any Indebtedness (other than (x) Indebtedness to the Administrative Agent and the Lenders pursuant to the Guaranty and (y) contingent obligations pursuant to the Subordinated Guaranties o Subordinated Debt consisting of guaranties of Additional Subordinated Debt to any Person other than the Borrower.

Licenses and Approvals. (a) Each of the Borrower and its Subsidiaries Principal Company has all requisite power and authority and Necessary Authorizations to hold the necessary licenses and permits, including all FCC Licenses and Licenses, to own and operate its Stations the Assets (including the Stations) owned or operated by it and to carry on its businesses as now conducted. (b) Set forth in Schedule 8.21 hereto, as updated from time to time in accordance with §10.5, 4.13 is a complete description list of all FCC Licenses of the Borrower and/or its Subsidiaries and Principal Companies as of the dates on which such FCC Licenses expiredate hereof. Complete and correct copies of all such FCC licenses have been delivered to the Administrative Agent. Except as set forth on Schedule 8.21, each such Each FCC License which is necessary to the operation of the business of the Borrower or any of its Subsidiaries Principal Company is validly issued and in full force and effect andor to the extent described in Schedule 4.13, in respect of each such license that has expired by its terms, a timely renewal application special temporary authority has been filed and sought from the Borrower and/or its Subsidiaries has FCC to operate the facilities for which such FCC authority to continue operating the applicable Station pending action on such application and, except as set forth on Schedule 8.7 the Borrower and its Subsidiaries do not know of any matters that could reasonably be expected to result in the non-renewal of any material license; and except as set forth on Schedule 8.7 and Schedule 8.21, the Borrower and each of its Subsidiaries is required. Each Principal Company has fulfilled and performed all of its obligations in all material respects all of its obligations with respect to each such FCC License; in each case, provided that such exceptions could not, License which is necessary to the operation of the business of any Principal Company. No events or occurrences have occurred which individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and provided further that the Borrower or such Subsidiary is taking all reasonable and appropriate steps to contest or mitigate its potential liabilities in respect of such exceptions and has set aside on its books adequate reserves in conformity with GAAP with respect thereto. Except as set forth on Schedule 8.7 and Schedule 8.21, no event has occurred which: (i) has have resulted in, or after notice or lapse of time or both would result in, in the revocation or termination of any such FCC License, or (ii) materially and adversely affects affect or in the future could reasonably be expected to materially adversely affect any of the rights of the Borrower or any of its Subsidiaries under any FCC License, except for such events (including such events Principal Company thereunder. Except as set forth on Schedule 8.7 and Schedule 8.21) which could not reasonably be expected to cause an Event 4.13, as of Default pursuant to §14.1(t) and so long as the Borrower or the applicable Subsidiary shall have complied with §9.10(b)(iv). No material date hereof, no license or franchise, other than the FCC Licenses described in Schedule 8.21 which have been obtained4.13, is necessary for the operation of the business (including the Stations) of the Borrower or any of its Subsidiaries Principal Companies as now conducted. (c) Except as set forth on Schedule 8.7 and Schedule 8.21, as such Schedule 8.21 may be updated from time to time pursuant to §10.5, none of the Borrower or any of its Subsidiaries No Principal Company is a party to or has nor does any Principal Company have knowledge of any investigation, notice of violation, order or complaint issued by or before any Governmental Authority, including the FCC, or of any other proceedings (other than proceedings relating to the radio or television broadcasting communications industry generally) which could in any manner threaten (individually or adversely affect the validity or continued effectiveness of the FCC Licenses of the Borrower and its Subsidiaries taken as a whole or the business of the Borrower and its Subsidiaries taken as a whole, provided that any such investigations, violations, orders or complaints issued by or before any Governmental Authority or proceedings could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and provided further that the Borrower or such Subsidiary is taking all reasonable and appropriate steps to contest or mitigate its potential liabilities in respect of such investigations, violations, orders or complaints or proceedings and has set aside on its books adequate reserves in conformity with GAAP with respect thereto. Except as set forth on Schedule 8.7, none of the Borrower or any of its Subsidiaries has reason to believe that any of the FCC Licenses described in Schedule 8.21, as updated from time to time pursuant to §10.5, will not be renewed, except for those the failure to be in full force and effect after the Funding Date could not ) reasonably be expected to have a Material Adverse Effect. Each No Principal 67 -59- Company has reason to believe (other than in connection with there being no legal assurance thereof) that any of the Borrower and its Subsidiaries FCC Licenses necessary to the operation of the business of any Principal Company will not be renewed in the ordinary course. Each Principal Company has filed all material reports, applications, documents, instruments and information required to be filed by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its FCC Licenses or the activities or business of such Person the Principal Companies with respect thereto and has timely paid all FCC annual regulatory fees assessed with respect to its FCC Licensesthereto. (d) All FCC Licenses and other licenses, permits and approvals relating to the Stations are held by a License Subsidiary. No License Subsidiary (A) owns or holds any assets (including the ownership of stock or any other interest in any Person) other than FCC Licenses and other licenses, permits and approvals relating to the Stations, (B) is engaged in any business other than the holding, acquisition and maintenance of FCC Licenses and other licenses, permits and approvals relating to the Stations, (C) has any Investments in any Person other than the Borrower or (D) owes any Indebtedness (other than (x) Indebtedness to the Administrative Agent and the Lenders pursuant to the Guaranty and (y) contingent obligations pursuant to the Subordinated Guaranties o Subordinated Debt consisting of guaranties of Additional Subordinated Debt to any Person other than the Borrower.