Common use of Officers of the Company Clause in Contracts

Officers of the Company. (a) The Manager may appoint a President, a General Manager, one or more Vice Presidents, a Secretary and such other officers of the Company (including, without limitation, Station Managers) as the Manager may designate. Officers of the Company shall exercise such powers and duties as provided or delegated in this Operating Agreement, including, without limitation, the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Manager. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her term. (b) The President shall have general supervision, direction and control of the Company and shall perform all duties incidental to his or her office. The President shall be responsible for the administration and operation of the Company’s business and general supervision of its policies and affairs, subject to the direction of the Manager. (c) In the absence or disability of the President, the Vice President or General Manager, if any, as selected by the Manager, shall perform all of the duties of the President and, when so acting, shall have such other powers and perform such other powers and duties as may be prescribed from time to time by the Manager. (d) The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and such other place as the Manager may order, a book of minutes of actions taken at all meetings of the Manager and of the Member, with the time and place of holding, the notice thereof given, the names of those present at Manager and Member meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) (i) a current list of the Manager, including the full name and business or residence address of each such Manager, (ii) a copy of the Certificate of Formation, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent Fiscal Years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests of the Company held by the Member, a copy of the Certificate of Interest evidencing the Membership Interests of the Company held by the Member and any pledge of such Membership Interests, and (vii) the books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four Fiscal Years. (e) The officers of the Company and other parties performing services on behalf of the Company shall be entitled to compensation based on the reasonable value of their services, subject to the discretion and approval of the Manager.

Officers of the Company. (a) The Manager Member may appoint a President, a General Manager, one or more Vice Presidents, a Secretary and such other officers of the Company (includingCompany, without limitation, Station Managers) as the Manager may designate. Officers of the Company shall exercise with such powers and duties duties, as provided or delegated in this Operating Agreementthe Member may determine from time to time. Each officer shall serve at the pleasure of the Member, including, without limitation, a Chairman, a President, a Vice President, a Secretary, a Treasurer and one or more other Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the power and authority to act for and on behalf Member may determine. The officers of the Company shall have such authority and to bind the Company perform such duties in the normal or ordinary course of its business, as such business has been conducted prior to the formation management and operation of the Company and proposed to as the Member shall prescribe. Any officer may be conducted removed, with or without cause, by the Manager. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her termMember. (b) The Chairman of the Company, if one is appointed, shall be responsible for oversight of the management and business of the Company. (c) The President of the Company, if one is appointed, shall be the chief executive officer of the Company, shall have general supervision, direction and control active management of the business of the Company and shall perform see that all duties incidental to his or her office. orders and resolutions of the Member are carried into effect. (d) The Vice President shall be responsible for the administration and operation of the Company’s business , if one is appointed, and general supervision of its policies and affairsif there shall be more than one, subject to the direction of Vice Presidents in the Manager. (c) In order determined by the Member, shall, in the absence or disability of the President, the Vice President or General Manager, if any, as selected by the Manager, shall perform all of the duties and exercise the powers of the President and, when so acting, and shall perform such other duties and have such other powers and perform such other powers and duties as the President or the Member may be prescribed from time to time by the Manager. (d) The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and such other place as the Manager may order, a book of minutes of actions taken at all meetings of the Manager and of the Member, with the time and place of holding, the notice thereof given, the names of those present at Manager and Member meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) (i) a current list of the Manager, including the full name and business or residence address of each such Manager, (ii) a copy of the Certificate of Formation, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent Fiscal Years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests of the Company held by the Member, a copy of the Certificate of Interest evidencing the Membership Interests of the Company held by the Member and any pledge of such Membership Interests, and (vii) the books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four Fiscal Yearsprescribe. (e) The officers Secretary of the Company, if one is appointed, shall record all of the proceedings and actions of the Member in writing and shall exercise such additional authority and perform such additional duties as the Member shall prescribe. The Assistant Secretary, if one is appointed, and if there be more than one, the Assistant Secretaries in the order determined by the Member, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe. (f) The Treasurer of the Company, if one is appointed, shall have custody of the Company’s funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company and other parties performing services on behalf in such depositories as may be designated by the Member. The Treasurer shall disburse the funds of the Company as may be ordered by the Member, taking proper vouchers for such disbursements, and shall render to the President and the Member, when requested, an account of all his transactions as Treasurer and of the financial condition of the Company. If required by the Member, the Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be entitled to compensation based on the reasonable value of their services, subject satisfactory to the discretion and approval Member for the faithful performance of the Managerduties of his office and for the restoration to the Company, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Company. The Assistant Treasurer, if one is appointed, and if there shall be more than one, the Assistant Treasurers in the order determined by the Member, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

Officers of the Company. (a) The Manager Member may appoint a President, a General Manager, one or more Vice Presidents, a Secretary and such other officers of the Company (includingCompany, without limitation, Station Managers) as the Manager may designate. Officers of the Company shall exercise with such powers and duties duties, as provided or delegated in this Operating Agreementthe Member may determine from time to time. Each officer shall serve at the pleasure of the Member, including, without limitation, a Chairman, a President, a Vice President, a Secretary, a Treasurer and one or more other Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the power and authority to act for and on behalf Member may determine. The officers of the Company shall have such authority and to bind the Company perform such duties in the normal or ordinary course of its business, as such business has been conducted prior to the formation management and operation of the Company and proposed to as the Member shall prescribe. Any officer may be conducted removed, with or without cause, by the Manager. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her termMember. (b) The Chairman of the Company, if one is appointed, shall be responsible for oversight of the management and business of the Company. (c) The President of the Company, if one is appointed, shall be the chief executive officer of the Company, shall have general supervision, direction and control active management of the business of the Company and shall perform see that all duties incidental to his or her office. orders and resolutions of the Member are carried into effect. (d) The Vice President shall be responsible for the administration and operation of the Company’s business , if one is appointed, and general supervision of its policies and affairsif there shall be more than one, subject to the direction of Vice Presidents in the Manager. (c) In order determined by the Member, shall, in the absence or disability of the President, the Vice President or General Manager, if any, as selected by the Manager, shall perform all of the duties and exercise the powers of the President and, when so acting, and shall perform such other duties and have such other powers and perform such other powers and duties as the President or the Member may be prescribed from time to time by the Manager. (d) The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and such other place as the Manager may order, a book of minutes of actions taken at all meetings of the Manager and of the Member, with the time and place of holding, the notice thereof given, the names of those present at Manager and Member meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) (i) a current list of the Manager, including the full name and business or residence address of each such Manager, (ii) a copy of the Certificate of Formation, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent Fiscal Years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests of the Company held by the Member, a copy of the Certificate of Interest evidencing the Membership Interests of the Company held by the Member and any pledge of such Membership Interests, and (vii) the books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four Fiscal Yearsprescribe. (e) The officers Secretary of the Company, if one is appointed, shall record all of the proceedings and actions of the Member in writing and shall exercise such additional authority and perform such additional duties as the Member shall prescribe. The Assistant Secretary, if one is appointed, and if there be more than one, the Assistant Secretaries in the order determined by the Member, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe. (f) The Treasurer of the Company, if one is appointed, shall have custody of the Company's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company and other parties performing services on behalf in such depositories as may be designated by the Member. The Treasurer shall disburse the funds of the Company as may be ordered by the Member, taking proper vouchers for such disbursements, and shall render to the President and the Member, when requested, an account of all his transactions as Treasurer and of the financial condition of the Company. If required by the Member, the Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be entitled to compensation based on the reasonable value of their services, subject satisfactory to the discretion and approval Member for the faithful performance of the Managerduties of his office and for the restoration to the Company, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Company. The Assistant Treasurer, if one is appointed, and if there shall be more than one, the Assistant Treasurers in the order determined by the Member, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

Officers of the Company. (ai) The Manager may appoint a President, a General Manager, one or more Vice Presidents, a Secretary and such other officers Chairman of the Company (including, without limitation, Station Managers) as the Manager may designate. Officers Board shall preside at all meetings of the Company shall exercise such powers and duties as provided or delegated in this Operating Agreement, including, without limitation, the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the ManagerBoard. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her term. (b) The President shall have general supervision, direction and control of the Company and shall perform all duties incidental to his or her office. The President shall be responsible for the administration and operation of the Company’s business and general supervision of its policies and affairs, subject to the direction of the Manager. (c) In During the absence or disability of the PresidentChief Executive Officer, the Vice President or General Manager, if any, as selected by Chairman of the Manager, Board shall perform exercise all of the powers and discharge all the duties of the President andChief Executive Officer. (ii) The Chief Executive Officer shall, when so actingsubject to the powers of the Board, have the general powers and duties of management and supervision usually vested in and imposed upon a chief executive officer (including general charge of the business, affairs and property of the Company, and control over its Officers, agents and employees); and shall see that all orders and resolutions of the Board are carried into effect. The Chief Executive Officer shall have such other powers and perform such other powers and duties as may be prescribed from time to time assigned by the Manager. (d) The Secretary shall record Board. During the absence or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business disability of the Member) and such other place as Chairman of the Manager may orderBoard or if there be no Chairman of the Board, a book of minutes of actions taken the Chief Executive Officer shall preside at all meetings of the Manager and Board. (iii) The Vice President, or if there shall be more than one, the Vice Presidents in the order determined by the Board, shall, in the absence or disability of the Member, with Chairman of the time and place of holding, the notice thereof given, the names of those present at Manager and Member meetings Board and the proceedings thereofChief Executive Officer, act with all of the powers and be subject to all the restrictions of the Chief Executive Officer. The Vice Presidents shall also perform such other duties and have such other powers as the Board may from tune to time assign. (iv) The Secretary shall keep the minutes of the meetings of the Board. The Secretary shall keepgive, or cause to be keptgiven, at all notices required to be given by the Company’s principal place of business (although copies may be kept at Company or the principal place of business of the Member) (i) a current list of the Manager, including the full name and business or residence address of each such Manager, (ii) a copy of the Certificate of FormationBoard, and all amendments thereto, (iii) copies of shall have such powers and perform such duties as the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent Fiscal Years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests of the Company held by the Member, a copy of the Certificate of Interest evidencing the Membership Interests of the Company held by the Member and any pledge of such Membership Interests, and (vii) the books and records of the Company as they relate Board may from time to the internal affairs of the Company for at least the current and past four Fiscal Yearstime assign. (e) The officers of the Company and other parties performing services on behalf of the Company shall be entitled to compensation based on the reasonable value of their services, subject to the discretion and approval of the Manager.

Officers of the Company. (a) The Manager may Management Committee shall appoint a President, a General Manager, one or more Vice PresidentsChief Financial Officer, a Secretary and such other officers of the Company (including, without limitation, Station Managersa Vice President) as the Manager Management Committee may designate. Officers of the Company shall exercise such powers and duties as provided or delegated in this Operating Agreement, including, without limitation, the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the ManagerManagement Committee. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her term. (b) The President shall be the chief executive officer of the Company, shall have general supervision, direction and control of the Company and shall perform all duties incidental to his or her office. The President shall be responsible for the administration and operation of the Company’s business and general supervision of its policies and affairs, subject to the direction of the ManagerManagement Committee. (c) In the absence or disability of the President, the Vice President or General ManagerPresident, if any, as selected by the Manager, shall perform all of the duties of the President and, when so acting, shall have such other powers and perform such other powers and duties as may be prescribed from time to time by the ManagerManagement Committee. (d) The Chief Financial Officer shall have the responsibility of managing the Company’s finances and day-to-day accounting operations and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and capital accounts. The books of account shall at all times be open to inspection by the Member. The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Company with such depositories as may be designated by the Member. The Chief Financial Officer shall disburse the funds of the Company as may be ordered by the Member, shall render to the President and the Member, whenever they request it, an account of all of his or her transactions as Chief Financial Officer and of the financial condition of the Company, and shall have such other powers and perform such other duties as may be prescribed by the Management Committee. (e) The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and such other place as the Manager President may order, a book of minutes of actions taken at all meetings of the Manager Management Committee and of the Member, with the time and place of holding, the notice thereof given, the names of those present at Manager Management Committee and Member meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member)Secretary (i) a current list of the each Manager, including the full name and business or residence address of each such Manager, (ii) a copy of the Certificate of Formation, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent Fiscal Yearsfiscal years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests of the Company held by the Member, a copy of the Certificate of Interest evidencing the Membership Interests of the Company held by the Member and any pledge of such Membership Interests, and (vii) the books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four Fiscal Years. (ef) The officers of the Company and other parties performing services on behalf of the Company shall be entitled to compensation based on the reasonable value of their services, subject to the discretion and approval of the ManagerManagement Committee.

Officers of the Company. (a) The Manager Member may appoint a President, a General Manager, one or more Vice Presidents, a Secretary and such other officers of the Company (includingCompany, without limitation, Station Managers) as the Manager may designate. Officers of the Company shall exercise with such powers and duties as provided or delegated in this Operating Agreementduties,.as- the Member may determine from time to time. Each officer shall serve at the pleasure of the Member, including, without limitation, a Chairman, a President, a Vice President, a Secretary, a Treasurer and one or more other Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the power and authority to act for and on behalf Member may determine. The officers of the Company shall have such authority and to bind the Company perform such duties in the normal or ordinary course of its business, as such business has been conducted prior to the formation management and operation of the Company and proposed to as the Member shall prescribe. Any officer may be conducted removed, with or without cause, by the Manager. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her termMember. (b) The Chairman of the Company, if one is appointed, shall be responsible for oversight of the management and business of the Company. (c) The President of the Company, if one is appointed, shall be the chief executive officer of the Company, shall have general supervision, direction and control active management of the business of the Company and shall perform see that all duties incidental to his or her office. orders and resolutions of the Member are carried into effect. (d) The Vice President shall be responsible for the administration and operation of the Company’s business , if one is appointed, and general supervision of its policies and affairsif there shall be more than one, subject to the direction of Vice Presidents in the Manager. (c) In order determined by the Member, shall, in the absence or disability of the President, the Vice President or General Manager, if any, as selected by the Manager, shall perform all of the duties and exercise the powers of the President and, when so acting, and shall perform such other duties and have such other powers and perform such other powers and duties as the President or the Member may be prescribed from time to time by the Manager. (d) The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and such other place as the Manager may order, a book of minutes of actions taken at all meetings of the Manager and of the Member, with the time and place of holding, the notice thereof given, the names of those present at Manager and Member meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) (i) a current list of the Manager, including the full name and business or residence address of each such Manager, (ii) a copy of the Certificate of Formation, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent Fiscal Years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests of the Company held by the Member, a copy of the Certificate of Interest evidencing the Membership Interests of the Company held by the Member and any pledge of such Membership Interests, and (vii) the books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four Fiscal Yearsprescribe. (e) The officers Secretary of the Company, if one is appointed, shall record all of the proceedings and actions of the Member in writing and shall exercise such additional authority and perform such additional duties as the Member shall prescribe. The Assistant Secretary, if one is appointed, and if there be more than one, the Assistant Secretaries in the order determined by the Member, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe. (f) The Treasurer of the Company, if one is appointed, shall have custody of the Company's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company and other parties performing services on behalf in such depositories as may be designated by the Member. The Treasurer shall disburse the funds of the Company as may be ordered by the Member, taking proper vouchers for such disbursements, and shall render to the President and the Member, when requested, an account of all his transactions as Treasurer and of the financial condition of the Company. If required by the Member, the Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be entitled to compensation based on the reasonable value of their services, subject satisfactory to the discretion and approval Member for the faithful performance of the Managerduties of his office and for the restoration to the Company, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Company. The Assistant Treasurer, if one is appointed, and if there shall be more than one, the Assistant Treasurers in the order determined by the Member, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

Officers of the Company. (a) The Manager may appoint a PresidentSubject to clause (c) below, a General Manager, one or more Vice Presidents, a Secretary and such other the officers of the Company (including, without limitation, Station Managers) as the Manager may designate. Officers of the Company shall exercise such powers and duties as provided or delegated in this Operating Agreement, including, without limitation, the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Manager. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her term. (b) The President shall have general supervision, direction and control of the Company and shall perform all duties incidental to his or her office. The President shall be responsible for the administration and operation of the Company’s business and general supervision of its policies and affairs, subject to the direction of the Manager. (c) In the absence or disability of the President, the Vice President or General Manager, if any, as selected by the Manager, shall perform all of the duties of the President and, when so acting, shall have such other powers and perform such other powers and duties as may be prescribed appointed from time to time by the Manager. (d) The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and such other place as the Manager may order, a book of minutes of actions taken at all meetings of the Manager and of the Member, with the time and place of holding, the notice thereof given, the names majority vote of those present at Manager any meeting of the Board of Directors duly called and Member meetings held at which a quorum is present or by the unanimous written consent of the Board of Directors. (b) Each officer shall have the powers and shall fulfil the proceedings thereof. The Secretary shall keep, or cause to be kept, at duties assigned thereto by the Board of Directors and otherwise prescribed for such office in the Articles of Association of the Company’s principal place of business (although copies may be kept at . Nothing in this Section 2.7 shall limit the principal place of business right of the Member)Board of Directors to determine or to amend from time to time the duties of any officer or member of senior management of the Company or any Subsidiary. (c) Effective from the Closing Date, and except as otherwise provided herein, (i) a current list The Shareholder A shall have the right to nominate, appoint, remove and re-nominate from time to time individuals to occupy the offices of Chief Executive Officer and Chief Financial Officer of the ManagerCompany and its Subsidiaries; provided, including however, that the full name appointment of the Chief Executive Officer shall be subject to the approval of other Shareholder to the extent and business or residence address of each such Manager, in the manner provided herein; (ii) a copy The Shareholder B shall have the right to nominate, appoint, remove and re-nominate from time to time individuals to occupy the offices of the Certificate of Formation, Chief Operating Officer and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent Fiscal Years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests Chief Marketing Officer of the Company held by and its Subsidiaries. Notwithstanding the Memberforegoing, a copy of the Certificate of Interest evidencing the Membership Interests of the Company held by the Member and any pledge of such Membership Interestsno Shareholder shall be entitled to nominate, and (vii) the books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four Fiscal Years. (e) The appoint, remove or re-nominate officers of the Company and other parties performing services on behalf or a Subsidiary or have the right to approve the Chief Executive Officer if such Shareholder (together with its Affiliates) no longer owns 40% or more of the Company outstanding Shares. Each Shareholder shall vote, or shall cause its nominees to the Board of Directors to vote, in favor of the appointment of any such individuals so nominated, removed or re-nominated in accordance with the terms of this Section 2.7. If the Shareholder B fails to approve the Shareholder A’s nominee for the Chief Executive Officer position, Shareholder A shall nominate another candidate for Shareholder B’s consideration and approval. If Shareholder B fails to approve such second Chief Executive Officer-nominee, Shareholder A shall select a third nominee who shall be entitled appointed to compensation based on serve as the reasonable value of their services, subject to the discretion and approval Chief Executive Officer of the ManagerCompany. Shareholder A may remove the Chief Executive Officer from office, provided that his replacement shall be appointed in accordance with procedures set forth in the preceding two sentences.

Officers of the Company. (a) The Manager Member may appoint a President, a General Manager, one or more Vice Presidents, a Secretary and such other officers of the Company (includingCompany, without limitation, Station Managers) as the Manager may designate. Officers of the Company shall exercise with such powers and duties duties, as provided or delegated in this Operating Agreementthe Member may determine from time to time. Each officer shall serve at the pleasure of the Member, including, without limitation, a Chairman, a President, a Vice President, a Secretary, a Treasurer and one or more other Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the power and authority to act for and on behalf Member may determine. The officers of the Company shall have such authority and to bind the Company perform such duties in the normal or ordinary course of its business, as such business has been conducted prior to the formation management and operation of the Company and proposed to as the Member shall prescribe. Any officer may be conducted removed, with or without cause, by the Manager. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her termMember. (b) The Chairman of the Company, if one is appointed, shall be responsible for oversight of the management and business of the Company. (c) The President of the Company, if one is appointed, shall be the chief executive officer of the Company, shall have general supervision, direction and control active management of the business of the Company and shall perform see that all duties incidental to his or her office. orders and resolutions of the Member are carried into effect. (d) The Vice President shall be responsible for the administration and operation of the Company’s business , if one is appointed, and general supervision of its policies and affairsif there shall be more than one, subject to the direction of Vice Presidents in the Manager. (c) In order determined by the Member, shall, in the absence or disability of the President, the Vice President or General Manager, if any, as selected by the Manager, shall perform all of the duties and exercise the powers of the President and, when so acting, and shall perform such other duties and have such other powers and perform such other powers and duties as the President or the Member may be prescribed from time to time by the Manager. (d) The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and such other place as the Manager may order, a book of minutes of actions taken at all meetings of the Manager and of the Member, with the time and place of holding, the notice thereof given, the names of those present at Manager and Member meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) (i) a current list of the Manager, including the full name and business or residence address of each such Manager, (ii) a copy of the Certificate of Formation, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent Fiscal Years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests of the Company held by the Member, a copy of the Certificate of Interest evidencing the Membership Interests of the Company held by the Member and any pledge of such Membership Interests, and (vii) the books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four Fiscal Yearsprescribe. (e) The officers Secretary of the Company, if one is appointed, shall record all of the proceedings and actions of the Member in writing and shall exercise such additional authority and perform such additional duties as the Member shall prescribe. The Assistant Secretary, if one is appointed, and if there be more than one, the Assistant Secretaries in the order determined by the Member, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe. (f) The Treasurer of the Company, if one is appointed, shall have custody of the Company's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company and other parties performing services on behalf in such depositories as may be designated by the Member. The Treasurer shall disburse the funds of the Company as may be ordered by the Member, taking proper vouchers for such disbursements, and shall render to the President and the Member, when requested, an account of all his transactions as Treasurer and of the financial condition of the Company. If required by the Member, the Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be entitled to compensation based on the reasonable value of their services, subject satisfactory to the discretion and approval Member for the faithful performance of the Managerduties of his office and for the restoration to the Company, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Company. The Assistant Treasurer, if one is appointed, and if there shall be more than one, the. Assistant Treasurers in the order determined by the Member, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

Officers of the Company. (a) The Manager may appoint officers of the Company shall be a President, a General ManagerVice President, one or more Vice PresidentsTreasurer, a Secretary and such other officers of the Company (including, without limitation, Station Managers) as the Manager Members may designate. Officers of the Company shall exercise such powers elect or appoint from time to time (individually, an “Officer” and duties as provided or delegated in this Operating Agreement, including, without limitationcollectively, the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Manager. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her term“Officers”). (b) The Unless another Officer of the Company is so designated by the Members, the President shall have general supervision, direction be the Chairman and control chief executive officer of the Company and shall perform all duties incidental to his or her office. The President shall be responsible for the administration and operation of the Company’s business and general supervision of its policies and affairsshall, subject to the direction of the Manager. (c) Members, have general and active control and supervision over the management and direction of the business, property and affairs of the Company. In addition, the President shall have such other powers and perform such other duties as may be assigned him by the Members, or as may be delegated to him by the Chairman. In the absence or disability of the President, or in case of an unfilled vacancy in that office, the Vice Members may designate a Vice-President or General Manager, if any, as selected by the Manager, shall perform all other Officer of the Company to perform the duties and exercise the powers of the President and, when so acting, shall have such other powers and perform such other powers and duties as may be prescribed from time to time by the ManagerPresident. (d) The Secretary Treasurer shall record have responsibility for the care and custody of the funds and books of account of the Company and shall have and exercise all the powers and duties commonly incident to such office. The Treasurer may endorse for deposit or collection all checks, notes, drafts and instruments for the payment of money, payable to the Company or to its order. He shall cause to be recorded, kept accurate books of account of all monies received and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and such other place as the Manager may order, a book of minutes of actions taken at all meetings of the Manager and of the Member, with the time and place of holding, the notice thereof given, the names of those present at Manager and Member meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) (i) a current list of the Manager, including the full name and business or residence address of each such Manager, (ii) a copy of the Certificate of Formation, and all amendments thereto, (iii) copies paid on account of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent Fiscal Years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests of the Company held by the Member, a copy of the Certificate of Interest evidencing the Membership Interests of the Company held by the Member and any pledge of such Membership Interests, and (vii) the books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four Fiscal Years. (e) The officers Secretary shall keep accurate records of all meetings and actions of the Company Members and the Directors and shall perform all the duties commonly incident to such office and shall perform such other parties performing services on behalf duties and have such other powers as the Members shall from time to time designate or as may be otherwise provided for in this Agreement. An Assistant Secretary, upon appointment by the Members, shall have all the powers of the Secretary, except as specifically limited by a vote of the Members. In the absence of the Secretary and any Assistant Secretary, a Secretary Pro Tempore may be elected or appointed by the Members or Directors to perform the Secretary’s duties. (f) All Officers shall hold office at the discretion of the Members and may be removed by a vote of the Members with or without cause. Any Officer may resign by delivering his or her written resignation to the Company at its principal office and such resignation shall be entitled effective upon receipt unless it is specified to compensation based on be effective at some other time or upon the reasonable value happening of their services, subject to the discretion and approval of the Managersome other event.

Officers of the Company. The Board of Managers may elect officers of the Company (the “Officers”). (a) The Manager may appoint Officers, if deemed necessary by the Board of Managers, shall be a President, a General Manager, one or more Vice Presidents, a Secretary Secretary, and a Treasurer. Each Officer shall hold office for the term for which such other officers Officer is elected until such Officer’s successor has been elected. Any individual may hold any number of offices. No Officer need be a citizen of the Company (includingUnited States. If a Manager is a corporation, without limitation, Station Managers) such corporation’s officers may serve as the Manager may designate. Officers of the Company Company. The Officers shall exercise such powers and perform such duties as provided or delegated are specified in this Operating Agreement, including, without limitationAgreement and as shall be determined from time to time by the Board of Managers. At each annual meeting of the Board of Managers, the power Managers by resolution shall choose a President, a Secretary and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Manager. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her termTreasurer. (b) Any Officer may be removed at any time by the affirmative vote of Managers except that an Officer who is also a Manager may not be removed as an Officer unless and until he or she is removed as a Manager or his or her term as Manager expires. (c) The President shall be the chief executive officer of the Company, shall preside at all meetings of the Members and Managers, shall have general supervision, direction and control active management of the business of the Company and shall perform see that all duties incidental to his or her officeorders and resolutions of the Members and Managers are carried into effect. The President shall be responsible for execute bonds, mortgages and other contracts requiring a seal, under the administration and operation seal of the Company’s business , except where required or permitted by law to be otherwise signed and general supervision executed, and except where the signing and execution thereof shall be expressly delegated by the Board of its policies and affairs, subject Managers to the direction some other officer or agent of the ManagerCompany. (cd) In The Vice President, or if there shall be more than one, the Vice Presidents in the order determined by a resolution of the Managers, shall, in the absence or disability of the President, the Vice President or General Manager, if any, as selected by the Manager, shall perform all of the duties and exercise the powers of the President and, when so acting, and shall perform such other duties and have such other powers and perform such other powers and duties as the Managers by resolution may be prescribed from time to time by the Manager. (d) The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and such other place as the Manager may order, a book of minutes of actions taken at all meetings of the Manager and of the Member, with the time and place of holding, the notice thereof given, the names of those present at Manager and Member meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) (i) a current list of the Manager, including the full name and business or residence address of each such Manager, (ii) a copy of the Certificate of Formation, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent Fiscal Years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests of the Company held by the Member, a copy of the Certificate of Interest evidencing the Membership Interests of the Company held by the Member and any pledge of such Membership Interests, and (vii) the books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four Fiscal Yearsprescribe. (e) The officers Secretary shall attend all meetings of the Board of Managers and all meetings of the Members, and shall record all the proceedings of the meetings in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Members, and shall perform such other duties as may be prescribed by the Managers or President, under whose supervision the Secretary shall be. The Secretary shall have custody of the seal and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature. The Managers may give general authority to any other officer to affix the seal of the Company and other parties performing services on behalf to attest the affixing by his or her signature. (f) The Treasurer shall have custody of the funds and securities of the Company and shall be entitled to compensation based on the reasonable value keep full and accurate accounts of their services, subject receipts and disbursements in books belonging to the discretion Company, and approval shall deposit all moneys and other valuable effects in the name and to the credit of the ManagerCompany in such depositories as may be designated by the Board of Managers. The Treasurer shall disburse the funds of the Company as may be ordered by the Managers, taking proper vouchers for such disbursements, and shall render to the President and the Managers, at their regular meetings, or when Members so require, at a meeting of the Members, an account of all of such person’s transactions as treasurer and of the financial condition of the Company.

Officers of the Company. (a) The Manager Member may appoint a President, a General Manager, one or more Vice Presidents, a Secretary and such other officers of the Company (includingCompany, without limitation, Station Managers) as the Manager may designate. Officers of the Company shall exercise with such powers and duties duties, as provided or delegated in this Operating Agreementthe Member may determine from time to time. Each officer shall serve at the pleasure of the Member, including, without limitation, a Chairman, a President, a Vice President, a Secretary, a Treasurer and one or more other Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such officers with such titles as the power and authority to act for and on behalf Member may determine. The officers of the Company shall have such authority and to bind the Company perform such duties in the normal or ordinary course of its business, as such business has been conducted prior to the formation management and operation of the Company and proposed to as the Member shall prescribe. Any officer may be conducted removed, with or without cause by the Manager. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her termMember. (b) The Chairman of the Company, if one is appointed, shall be responsible for oversight of the management and business of the Company. (c) The President of the Company, if one is appointed, shall be the chief executive officer of the Company, shall have general supervision, direction and control active management of the business of the Company and shall perform see that all duties incidental to his or her office. orders and resolutions of the Member are carried into effect. (d) The Vice President shall be responsible for the administration and operation of the Company’s business , if one is appointed, and general supervision of its policies and affairsif there shall be more than one, subject to the direction of Vice Presidents in the Manager. (c) In order determined by the Member, shall, in the absence or disability of the President, the Vice President or General Manager, if any, as selected by the Manager, shall perform all of the duties and exercise the powers of the President and, when so acting, and shall perform such other duties and have such other powers and perform such other powers and duties as the President or the Member may be prescribed from time to time by the Manager. (d) The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and such other place as the Manager may order, a book of minutes of actions taken at all meetings of the Manager and of the Member, with the time and place of holding, the notice thereof given, the names of those present at Manager and Member meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) (i) a current list of the Manager, including the full name and business or residence address of each such Manager, (ii) a copy of the Certificate of Formation, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent Fiscal Years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests of the Company held by the Member, a copy of the Certificate of Interest evidencing the Membership Interests of the Company held by the Member and any pledge of such Membership Interests, and (vii) the books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four Fiscal Yearsprescribe. (e) The officers Secretary of the Company, if one is appointed, shall record all of the proceedings and actions of the Member in writing and shall exercise such additional authority and perform such additional duties as the Member shall prescribe. The Assistant Secretary, if one is appointed, and if there be more than one, the Assistant Secretaries in the order determined by the Member, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe. (f) The Treasurer of the Company, if one is appointed, shall have custody of the Company's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company and other parties performing services on behalf in such depositories as may be designated by the Member. The Treasurer shall disburse the funds of the Company as may be ordered by the Member, taking proper vouchers for such disbursements, and shall render to the President and the Member, when requested, an account of all his transactions as Treasurer and of the financial condition of the Company. If required by the Member, the Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be entitled to compensation based on the reasonable value of their services, subject satisfactory to the discretion and approval Member for the faithful performance of the Managerduties of his office and for the restoration to the Company, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Company. The Assistant Treasurer, if one is appointed, and if there shall be more than one, the Assistant Treasurers in the order determined by the Member, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

Officers of the Company. (a) The Manager Board of Managers may appoint a President, a General Manager, one or more Vice Presidents, a Secretary and such other elect officers of the Company (including, without limitation, Station the “Officers”). (a) The Company will have such Officers as are appointed from time to time by the Board of Managers) as . Each Officer shall hold office for the Manager term for which such Officer is elected until such Officer’s successor has been elected. Any individual may designatehold any number of offices. Officers An Officer need not be a citizen of the Company United States. The Officers shall exercise such powers and perform such duties as provided or delegated are specified in this Operating Agreement, including, without limitationAgreement and as shall be determined from time to time by the Board of Managers. At each annual meeting of the Board of Managers, the power Managers by resolution shall choose a President and authority to act for and on behalf a Treasurer, who shall serve as an Officer in such capacity until removed by the Board, or until their earlier death or resignation; provided that as of the Company date hereof, L. Xxxxxx Xxxxx shall serve as the Company’s President, and to bind Xxx Xxxx, CPA, shall serve as the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Manager. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her termCompany’s Treasurer. (b) Any Officer may be removed at any time by the affirmative vote of Managers except that an Officer who is also a Manager may not be removed as an Officer unless and until he or she is removed as a Manager or his or her term as Manager expires. (c) The President shall be the chief executive officer of the Company, shall preside at all meetings of the Members and Managers, shall have general supervision, direction and control active management of the business of the Company and shall perform all such duties incidental as may from time to his or her office. The President shall time be responsible for assigned by the administration and operation of the Company’s business and general supervision of its policies and affairs, subject to the direction of the ManagerBoard. (cd) In The Vice President, or if there shall be more than one, the Vice Presidents in the order determined by a resolution of the Managers, shall, in the absence or disability of the President, the Vice President or General Manager, if any, as selected by the Manager, shall perform all of the duties and exercise the powers of the President and, when so acting, and shall perform such other duties and have such other powers and perform such other powers and duties as the Managers by resolution may be prescribed from time to time by the Manager. (d) The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and such other place as the Manager may order, a book of minutes of actions taken at all meetings of the Manager and of the Member, with the time and place of holding, the notice thereof given, the names of those present at Manager and Member meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) (i) a current list of the Manager, including the full name and business or residence address of each such Manager, (ii) a copy of the Certificate of Formation, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent Fiscal Years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests of the Company held by the Member, a copy of the Certificate of Interest evidencing the Membership Interests of the Company held by the Member and any pledge of such Membership Interests, and (vii) the books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four Fiscal Yearsprescribe. (e) The officers Secretary shall attend all meetings of the Board of Managers and all meetings of the Members, and shall record all the proceedings of the meetings in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Members, and shall perform such other duties as may be prescribed by the Managers or President, under whose supervision the Secretary shall be. The Secretary shall have custody of the seal, if any, and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature. The Managers may give general authority to any other Officer to affix the seal of the Company and other parties performing services on behalf to attest the affixing by his or her signature. If no Secretary has been appointed, the President shall act as the Secretary of the Company. (f) The Treasurer shall be the chief financial officer of the Company, shall have custody of the funds and securities of the Company and shall be entitled to compensation based on the reasonable value keep full and accurate accounts of their services, subject receipts and disbursements in books belonging to the discretion Company, and approval shall deposit all moneys and other valuable effects in the name and to the credit of the ManagerCompany in such depositories as may be designated by the Board of Managers. The Treasurer shall disburse the funds of the Company as may be ordered by the Managers, taking proper vouchers for such disbursements, and shall render to the President and the Managers, at their regular meetings, or when Members so require, at a meeting of the Members, an account of all of such person’s transactions as treasurer and of the financial condition of the Company.