Common use of Organization and Ownership of Shares of Subsidiaries; Affiliates Clause in Contracts

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.04 contains (except as noted therein) complete and correct lists as of the Closing Date of (i) each of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) each of the Company’s Affiliates, other than its Subsidiaries and (iii) the directors and the Senior Responsible Officers of the Company, the Co-Obligors and the Subsidiary Guarantors. (b) As of the Closing Date, all of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown on Schedule 5.04 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except for any Permitted Lien or as otherwise disclosed on Schedule 5.04). (c) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.04 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.04 5.4 to the First Supplement contains (except as noted therein) complete and correct lists as of the Closing Date of of: (i) each of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, thereof and the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) each of the Company’s Affiliates, other than its Subsidiaries Subsidiaries, and (iii) the Company’s directors and senior officers. Each of the Senior Responsible Officers of Obligors (other than the Company) are wholly-owned by the Company, the Coeither directly or indirectly through one or more wholly-Obligors and the Subsidiary Guarantorsowned Subsidiaries. (b) As of the Closing Date, all All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown on in Schedule 5.04 5.4 to the First Supplement as being owned by the Company and its Subsidiaries Obligors have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary Obligor free and clear of any Lien (except for any Permitted Lien or as otherwise disclosed on in Schedule 5.045.4 to the First Supplement).. Exhibit A (c) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this the Note Purchase Agreement, the Bank Credit Agreement, the Permitted Debt Documents, the agreements listed on Schedule 5.04 5.4 to the First Supplement and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company Obligors or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.04 5.4 to the [Number] Supplement contains (except as noted therein) complete and correct lists as of the Closing Date of of: (i) each of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, thereof and the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) each of the Company’s Affiliates, other than its Subsidiaries Subsidiaries, and (iii) the Company’s directors and senior officers. Each of the Senior Responsible Officers of Obligors (other than the Company) are wholly-owned by the Company, the Coeither directly or indirectly through one or more wholly-Obligors and the Subsidiary Guarantorsowned Subsidiaries. (b) As of the Closing Date, all All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown on in Schedule 5.04 5.4 to the [Number] Supplement as being owned by the Company and its Subsidiaries Obligors have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary Obligor free and clear of any Lien (except for any Permitted Lien or as otherwise disclosed on in Schedule 5.045.4 to the [Number] Supplement).. Exhibit A(to Supplement) (c) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this the Note Purchase Agreement, the Bank Credit Agreement, the Permitted Debt Documents, the agreements listed on Schedule 5.04 5.4 to the [Number] Supplement and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company Obligors or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.04 5.4 to the Third Supplement contains (except as noted therein) complete and correct lists as of the Closing Date of of: (i) each of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, thereof and the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) each of the Company’s Affiliates, other than its Subsidiaries Subsidiaries, and (iii) the Company’s directors and senior officers. Each of the Senior Responsible Officers of Obligors (other than the Company) are wholly-owned by the Company, the Coeither directly or indirectly through one or more wholly-Obligors and the Subsidiary Guarantorsowned Subsidiaries. (b) As of the Closing Date, all All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown on in Schedule 5.04 5.4 to the Third Supplement as being owned by the Company and its Subsidiaries Obligors have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary Obligor free and clear of any Lien (except for any Permitted Lien or as otherwise disclosed on in Schedule 5.045.4 to the Third Supplement). (c) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this the Note Purchase Agreement, the Bank Credit Agreement, the agreements listed on Schedule 5.04 5.4 to the Third Supplement and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company Obligors or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.04 4.4 contains (except as noted therein) complete and correct lists as of the Closing Date of (i) each of the Company’s (i) Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) each of the Company’s Affiliates, other than its Subsidiaries Subsidiaries, and (iii) the directors and the Senior Responsible Officers of the Company, the Co-Obligors senior officers. Schedule 4.4 also identifies each Significant Subsidiary and the each Domestic Subsidiary Guarantorsrequired to be a Subsidiary Guarantor pursuant hereto. (b) As of the Closing Date, all All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown on in Schedule 5.04 4.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except for any Permitted Lien or as otherwise disclosed on in Schedule 5.044.4). (c) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.04 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary. (d) As of the Effective Date, the Company has no Subsidiaries other than those specifically disclosed in Schedule 4.4 and has no equity investments in any other corporation or entity other than those specifically disclosed in Schedule 4.4.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.04 5.4 to the Second Supplement contains (except as noted therein) complete and correct lists as of the Closing Date of of: (i) each of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, thereof and the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) each of the Company’s Affiliates, other than its Subsidiaries Subsidiaries, and (iii) the Company’s directors and senior officers. Each of the Senior Responsible Officers of Obligors (other than the Company) are wholly-owned by the Company, the Coeither directly or indirectly through one or more wholly-Obligors and the Subsidiary Guarantorsowned Subsidiaries. (b) As of the Closing Date, all All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown on in Schedule 5.04 5.4 to the Second Supplement as being owned by the Company and its Subsidiaries Obligors have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary Obligor free and clear of any Lien (except for any Permitted Lien or as otherwise disclosed on in Schedule 5.045.4 to the Second Supplement). (c) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this the Note Purchase Agreement, the Bank Credit Agreement, the agreements listed on Schedule 5.04 5.4 to the Second Supplement and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company Obligors or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.04 5.4 to the [Number] Supplement contains (except as noted therein) complete and correct lists as of the Closing Date of of: (i) each of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, thereof and the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) each of the Company’s Affiliates, other than its Subsidiaries Subsidiaries, and (iii) the Company’s directors and senior officers. Each of the Senior Responsible Officers of Obligors (other than the Company) are wholly-owned by the Company, the Coeither directly or indirectly through one or more wholly-Obligors and the Subsidiary Guarantorsowned Subsidiaries. (b) As of the Closing Date, all All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown on in Schedule 5.04 5.4 to the [Number] Supplement as being owned by the Company and its Subsidiaries Obligors have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary Obligor free and clear of any Lien (except for any Permitted Lien or as otherwise disclosed on in Schedule 5.045.4 to the [Number] Supplement). (c) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this the Note Purchase Agreement, the Bank Credit Agreement, the Permitted Debt Documents, the agreements listed on Schedule 5.04 5.4 to the [Number] Supplement and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company Obligors or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Part I of Schedule 5.04 contains (except as noted therein5.4(a) complete and correct lists attached hereto sets forth all of the Subsidiaries of the Company as of the Initial Closing Date of (i) each of the Company’s SubsidiariesDate, showing, as to each such Subsidiary, the correct name thereof, the jurisdiction of its organization, incorporation and the percentage of shares of each class of its capital stock or similar equity interests outstanding as of the Initial Closing Date that are owned by the Company and each other Subsidiary, (ii) each and/or one or more of the Company’s Affiliates, other than its Subsidiaries and (iii) the directors and the Senior Responsible Officers of the Company, the Co-Obligors and the Subsidiary GuarantorsSubsidiaries. (b) As of the Closing Date, all All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown on of the Company referred to in Part I of Schedule 5.04 5.4(a) attached hereto as being owned by the Company and and/or one or more of its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company and/or one or another Subsidiary more of its Subsidiaries free and clear of any Lien (all Liens, except for any Permitted Lien the Liens created under the Collateral Documents or as otherwise disclosed set forth on Schedule 5.045.4(b). (c) No Except as set forth on Schedule 5.4(c), no Subsidiary of the Company is a party to, to or otherwise subject to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.04 Collateral Documents and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock of or similar equity interests of in such Subsidiary. (d) Part II of Schedule 5.4(a) sets forth all subsidiaries of the Company that are "shell" corporations having no assets or liabilities and holding no licenses or other authorizations from the FCC or any other Governmental Authority as of the date hereof.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.04 contains (except as noted therein) complete and correct lists as of the Closing Date of 5.3 attached hereto sets forth (i) each all of the Subsidiaries of the Company’s Subsidiaries, showing, as to each such Subsidiary, the correct name thereof, the jurisdiction of its organization, incorporation and the percentage of shares of each class of its capital stock or similar equity interests outstanding or membership interests outstanding, that are owned by the Company and each other Subsidiary, (ii) each and/or one or more of the Company’s Affiliates, other than its Subsidiaries and (iii) the directors and the Senior Responsible Officers of the Company, the Co-Obligors and the Subsidiary GuarantorsSubsidiaries. (b) As of the Closing Date, all All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown on referred to in Schedule 5.04 5.3 attached hereto as being owned by the Company and and/or one or more of its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company and/or one or another Subsidiary more of its Subsidiaries free and clear of any Lien (all Liens, except for any Permitted Lien or as otherwise the Liens created under the Collateral Documents and Liens disclosed on Schedule 5.049.2(ii). (c) No Neither the Company nor any Subsidiary is a party to, to or otherwise subject to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.04 Collateral Documents and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock of or similar equity interests of in such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.04 8D contains (except as noted therein) complete and correct lists as of the Closing Date of (i) each of the Company’s 's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) each of the Company’s 's Affiliates, other than its Subsidiaries Subsidiaries, and (iii) the directors and the Senior Responsible Officers of the Company, the Co-Obligors 's directors and the Subsidiary Guarantorssenior officers. (b) As of the Closing Date, all All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown on in Schedule 5.04 8D as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except for any Permitted Lien or as otherwise disclosed on in Schedule 5.048D). (c) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.04 8D and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary. (d) The Subsidiaries that are parties to the Guaranty and the Security Agreement constitute all of the Subsidiaries of the Company, other than the Inactive