Common use of Station Licenses Clause in Contracts

Station Licenses. (a) Schedule Section 2.1(b)(i) contains a true and complete list of the FCC Licenses used or held for use in connection with the operation of the Purchased Stations as currently operated and the holder of each such FCC License. Each of the holders of FCC Licenses identified on Schedule Section 2.1(b)(i) is the authorized legal holder of such FCC License. The FCC Licenses (i) have been issued for the full terms customarily issued by the FCC for authorizations of such type for such class of station and (ii) are not subject to any condition, except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable to authorizations of such type for such class of station. (b) Except as set forth on Schedule Section 5.8(b), (i) each of the Purchased Stations and the facilities of the Purchased Stations are being and have been operated during Emmis’ operation of the Purchased Stations in compliance in all material respects with the FCC Licenses, the Communications Act and all FCC rules and policies, (ii) all material registrations and reports required to be filed with the FCC or uploaded to each Purchased Station’s public inspection file related to the FCC licenses (which registrations and reports were accurate in all material respects as of the time such registrations and reports were filed) have been timely filed or uploaded, (iii) all material FCC regulatory fees due in respect of each Purchased Station have been timely paid, (iv) the construction of all facilities or changes contemplated by any of the FCC Licenses have been completed, and (v) the FCC Licenses are all of the FCC licenses, permits and authorizations required for the operation of the Purchased Stations substantially as currently operated. (c) Except for proceedings affecting the radio broadcasting industry generally or as permitted or required in connection with this Agreement and the Transactions, (i) there are no applications, petitions, complaints, investigations, notices of violations, notice of apparent liabilities, pending license terminations, forfeitures, proceedings or other actions pending or threatened from or before the FCC relating to the Purchased Stations or the FCC Licenses, except as would not result in a Material Adverse Effect, and (ii) Emmis has not filed with the FCC any applications or petitions relating to the Purchased Stations or the FCC Licenses which are pending before the FCC. (d) The Mediaco Assets owned by Emmis are in material compliance with all rules and regulations of the Federal Aviation Administration applicable to the Purchased Stations. Each antenna structure that is required to be registered with the FCC has been registered with the FCC. Schedule Section 2.1(b)(i) contains a list of the antenna registration numbers for each tower owned or leased by Emmis (and included in the Mediaco Assets) that requires registration under the rules and regulations of the FCC. All material reports and other filings required by the FCC with respect to the Purchased Stations have been properly and timely filed. (e) The operation of the Purchased Stations does not expose workers or others to levels of radio frequency radiation in excess of the “Radio Frequency Protection Guides” recommended in “American National Standard Safety Levels with Respect to Human Exposure to Radio Frequency Electromagnetic Fields 3 kHz to 300 GHz” (ANSI/IEEE C95.1 - 1992), issued by the American National Standards Institute, and renewal of the FCC Licenses would not constitute a “major action” within the meaning of section 1.1301 et seq., of the FCC’s rules.

Station Licenses. (a) Schedule Section 2.1(b)(i1.1(a) contains a true and complete list of the FCC Licenses used or held for use in connection with the operation of the Purchased Stations as currently operated and the holder of each such FCC License. Each of the holders of FCC Licenses identified on Schedule Section 2.1(b)(i1.1(a) is the authorized legal holder of such FCC License. The FCC Licenses (i) have been issued for the full terms customarily issued by the FCC for authorizations of such type for such class of station and (ii) are not subject to any condition, except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable to authorizations of such type for such class of station. (b) Except as set forth on in Schedule Section 5.8(b1.1(a), (i) each of the Purchased Stations and the facilities of the Purchased Stations are being and have been operated during EmmisSellers’ operation of the Purchased Stations in compliance in all material respects with the FCC Licenses, the Communications Act and all FCC rules and policies, (ii) all material registrations policies except where non-compliance will not have a Material Adverse Effect on Sellers’ business and reports required to be filed with the FCC or uploaded to each Purchased Station’s public inspection file related to the FCC licenses (which registrations and reports were accurate in all material respects as of the time such registrations and reports were filed) have been timely filed or uploaded, (iii) all material FCC regulatory fees due in respect of each Purchased Station have been timely paid, (iv) the construction of all facilities or changes contemplated by any of the FCC Licenses have been completed, and (v) the operations. The FCC Licenses are all of the FCC licenses, permits and authorizations required for the operation of the Purchased Stations substantially as currently presently operated. (cb) Except as set forth in Schedule 1.1(a), and except for proceedings affecting the radio broadcasting industry generally or as permitted or required in connection with this Agreement and the Transactionsgenerally, (i) to the Knowledge of Sellers, there are no applications, petitions, complaints, or investigations, pending or threatened from or before the FCC relating to the Stations or the FCC Licenses, (ii) there are no notices of violations, notice notices of apparent liabilitiesliability, pending license terminations, forfeitures, proceedings or other actions pending or or, to the Knowledge of Sellers, threatened from or before the FCC relating to the Purchased Stations or the FCC Licenses, except as would not result in a Material Adverse Effect, Licenses and (iiiii) Emmis has Sellers have not filed with the FCC any applications or petitions relating to the Purchased Stations or the FCC Licenses which are pending before the FCC. (c) The Stations are not co-located with any full-power or Class A television stations being repacked by the FCC. (d) The Mediaco Assets owned by Emmis Sellers are in material compliance with all rules and regulations of the Federal Aviation Administration applicable to the Purchased Stations. Each antenna structure that is required to be registered with the FCC has been registered with the FCC. Schedule Section 2.1(b)(i1.1(a) contains a list of the antenna registration numbers for each tower owned or leased by Emmis Sellers (and included in the Mediaco Assets) that requires registration under the rules and regulations of the FCC. All material reports and other filings required by the FCC with respect to the Purchased Stations have been properly and timely filed. (e) The operation of the Purchased Stations does not expose workers or others to levels of radio frequency radiation in excess of the “Radio Frequency Protection Guides” recommended in “American National Standard Safety Levels with Respect to Human Exposure to Radio Frequency Electromagnetic Fields 3 kHz to 300 GHz” (ANSI/IEEE C95.1 - 1992), issued by the American National Standards Institute, and renewal of the FCC Licenses would not constitute a “major action” within the meaning of section Section 1.1301 et seq., of the FCC’s rules.

Station Licenses. (a) Schedule Section 2.1(b)(i) contains a true and complete list of the FCC Licenses used or held for use in connection with the operation of the Purchased Stations as currently operated and the holder of each such FCC License. Each of the holders of FCC Licenses identified on Schedule Section 2.1(b)(i) is the authorized legal holder of such FCC License. The FCC Licenses (i) have been issued for the full terms customarily issued by the FCC for authorizations of such type for such class of station and (ii) are not subject to any condition, except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable to authorizations of such type for such class of station. (b) Except as set forth on Schedule Section 5.8(b), (i) each of the Purchased Stations and the facilities of the Purchased Stations are being and have been operated during Emmis’ operation of the Purchased Stations in compliance in all material respects with the FCC Licenses, the Communications Act and all FCC rules and policies, (ii) all material registrations and reports required to be filed with the FCC or uploaded to each Purchased Station’s public inspection file related to the FCC licenses (which registrations and reports were accurate in all material respects as of the time such registrations and reports were filed) have been timely filed or uploaded, (iii) all material FCC regulatory fees due in respect of each Purchased Station have been timely paid, (iv) the construction of all facilities or changes contemplated by any of the FCC Licenses have been completed, and (v) the FCC Licenses are all of the FCC licenses, permits and authorizations required for the operation of the Purchased Stations substantially as currently operated. (c) Except for proceedings affecting the radio broadcasting industry generally or as permitted or required in connection with this Agreement and the Transactions, (i) there are no applications, petitions, complaints, investigations, notices of violations, notice of apparent liabilities, pending license terminations, forfeitures, proceedings or other actions pending or threatened from or before the FCC relating to the Purchased Stations or the FCC Licenses, except as would not result in a Material Adverse Effect, and (ii) Emmis has not filed with the FCC any applications or petitions relating to the Purchased Stations or the FCC Licenses which are pending before the FCC. (d) The Mediaco Assets owned by Emmis are in material compliance with all rules and regulations of the Federal Aviation Administration applicable to the Purchased Stations. Each antenna structure that is required to be registered with the FCC has been registered with the FCC. Schedule Section 2.1(b)(i) contains a list of the antenna registration numbers for each tower owned or leased by Emmis (and included in the Mediaco Assets) that requires registration under the rules and regulations of the FCC. All material reports and other filings required by the FCC with respect to the Purchased Stations have been properly and timely filed. (e) The operation of the Purchased Stations does not expose workers or others to levels of radio frequency radiation in excess of the “Radio Frequency Protection Guides” recommended in “American National Standard Safety Levels with Respect to Human Exposure to Radio Frequency Electromagnetic Fields 3 kHz to 300 GHz” (ANSI/IEEE C95.1 - 1992), issued by the American National Standards Institute, and renewal of the FCC Licenses would not constitute a “major action” within the meaning of section 1.1301 et seq., of the FCC’s rules.

Station Licenses. As at the date hereof (in the case ---------------- of all Stations to be owned by the Borrower and its Consolidated Subsidiaries on the Effective Date after giving effect to the Merger Transactions), and as at the most recent date such Schedule shall be supplemented pursuant to Section 7.03(c)(iv) (in the case of any Station acquired pursuant to any Acquisition): (a) Schedule Section 2.1(b)(iV accurately and completely lists all Station Licenses (other than non-material incidental microwave relay and remote transmitter licenses) contains a true granted or assigned to the Borrower or any Consolidated Subsidiary, or under which the Borrower and complete list of its Consolidated Subsidiaries have the FCC Licenses used or held for use in connection with the operation of the Purchased Stations as currently operated and the holder of each right to operate such FCC License. Each of the holders of FCC Licenses identified on Schedule Section 2.1(b)(i) is the authorized legal holder of such FCC LicenseStation. The FCC Station Licenses (i) have been issued for the full terms customarily listed on said Schedule V with respect to any Station include all material authorizations, licenses and permits issued by the FCC that are required or necessary for authorizations the operation of such type for such class of station Station, and (ii) are not subject to any condition, except for those conditions appearing on the face conduct of the FCC Licenses business of the Borrower and conditions generally applicable its Consolidated Subsidiaries with respect to authorizations of such type for such class of stationStation. (b) Except as set forth on The Station Licenses listed in said Schedule Section 5.8(b)V are validly issued in the name of, (i) each of the Purchased Stations and the facilities of the Purchased Stations are being and have been operated during Emmis’ operation of the Purchased Stations in compliance in all material respects with or the FCC Licenseshas consented to the assignment of or transfer of control of such Station Licenses to, the Communications Act and all FCC rules and policies, (ii) all material registrations and reports required to be filed with the FCC Borrower or uploaded to each Purchased Station’s public inspection file related to the FCC licenses (which registrations and reports were accurate in all material respects as one or more of the time such registrations and reports were filed) have been timely filed or uploaded, (iii) all material FCC regulatory fees due in respect of each Purchased Station have been timely paid, (iv) the construction of all facilities or changes contemplated by any of the FCC Licenses have been completed, and (v) the FCC Licenses are all of the FCC licenses, permits and authorizations required for the operation of the Purchased Stations substantially as currently operatedits Subsidiaries. (c) Except for proceedings affecting Each such Station License is in full force and effect, and the radio Borrower and its Consolidated Subsidiaries have fulfilled and performed in all material respects all of their obligations with respect thereto and have full power and authority to operate thereunder, and all consents of the FCC to the assignment of, or transfer of control of, the principal broadcasting industry generally or as permitted or required licenses and any other material Station Licenses in connection with this Agreement and the Transactions, (i) there are no applications, petitions, complaints, investigations, notices Merger Transactions have been approved by orders of violations, notice of apparent liabilities, pending license terminations, forfeitures, proceedings or other actions pending or threatened from or before the FCC relating which orders (to the Purchased Stations extent that any pre-grant objections have been filed) have become final (i.e. no longer subject to further judicial or the FCC Licenses, except as would not result in a Material Adverse Effect, and (ii) Emmis has not filed with the FCC any applications or petitions relating to the Purchased Stations or the FCC Licenses which are pending before the FCCadministrative review). (d) The Mediaco Assets owned by Emmis are in All operating assets, rights and other property relating to, and material compliance with all rules and regulations of the Federal Aviation Administration applicable to the Purchased Stations. Each antenna structure that is required to be registered operations of, any Station, are owned (or are available for use under lease, license or other arrangements entered into with the FCC has been registered with the FCC. Schedule Section 2.1(b)(ithird parties) contains a list of the antenna registration numbers for each tower owned or leased by Emmis (and included in the Mediaco Assets) that requires registration under the rules and regulations of the FCC. All material reports and other filings required by the FCC with respect to the Purchased Stations have been properly and timely filedBorrower or one or more of its Subsidiaries. (e) The operation of the Purchased Stations does not expose workers or others to levels of radio frequency radiation in excess of the “Radio Frequency Protection Guides” recommended in “American National Standard Safety Levels with Respect to Human Exposure to Radio Frequency Electromagnetic Fields 3 kHz to 300 GHz” (ANSI/IEEE C95.1 - 1992), issued by the American National Standards Institute, and renewal of the FCC Licenses would not constitute a “major action” within the meaning of section 1.1301 et seq., of the FCC’s rules.

Station Licenses. (a) Schedule Section 2.1(b)(i) contains a true 4.22 accurately and complete list completely lists as of the date hereof (after giving effect to the Purchase Transactions and the Exchange Transactions), for each Station, all Station Licenses granted or assigned to the Borrower or any of its Subsidiaries (or, in the case of the Steubenville Station and the Providence Station, to SAC or any of its Subsidiaries), or under which the Borrower and its Subsidiaries (or, in the case of the Steubenville Station and the Providence Station, to SAC or any of its Subsidiaries), have the right to operate such Station. As of the Closing Date, the Station Licenses listed on Schedule 4.22 with respect to any Station include all material authorizations, licenses and permits issued by the FCC that are required or necessary for the operation of such Station, and the conduct of the business of the Borrower and its Subsidiaries (or SAC and its Subsidiaries) with respect to such Station, as now conducted or proposed to be conducted. The Station Licenses used listed on Schedule 4.22 will be, as of the Closing Date, issued in the name of, or held validly assigned to the respective License Subsidiary for use the Station being operated under authority of such Station Licenses and validly issued and in full force and effect, and the Borrower and its Subsidiaries will have fulfilled and performed in all material respects their obligations with respect thereto and have full power and authority to operate thereunder, and, except as described in Schedule 4.22 hereto, all consents to the transfer of control of the principal broadcasting licenses and any other material Station Licenses in connection with the operation of transactions contemplated hereby and in the Purchased Stations as currently operated and the holder of each such FCC License. Each of the holders of FCC Licenses identified on Schedule Section 2.1(b)(i) is the authorized legal holder of such FCC License. The FCC Licenses (i) Transaction Documents shall have been issued for the full terms customarily issued granted by the FCC for authorizations of FCC, provided that such type for such class of station and (ii) are consents will not subject to any condition, except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable to authorizations of such type for such class of station. (b) Except as set forth on Schedule Section 5.8(b), (i) each of the Purchased Stations and the facilities of the Purchased Stations are being and have been operated during Emmis’ operation of the Purchased Stations in compliance in all material respects with the FCC Licenses, the Communications Act and all FCC rules and policies, (ii) all material registrations and reports be required to be filed with the FCC or uploaded to each Purchased Station’s public inspection file related to the FCC licenses (which registrations and reports were accurate in all material respects as of the time such registrations and reports were filed) have been timely filed or uploaded, (iii) all material FCC regulatory fees due in respect of each Purchased Station have been timely paid, (iv) the construction of all facilities or changes contemplated by any of the FCC Licenses have been completed, and (v) the FCC Licenses are all of the FCC licenses, permits and authorizations required for the operation of the Purchased Stations substantially as currently operatedbecome Final Orders. (c) Except for proceedings affecting the radio broadcasting industry generally or as permitted or required in connection with this Agreement and the Transactions, (i) there are no applications, petitions, complaints, investigations, notices of violations, notice of apparent liabilities, pending license terminations, forfeitures, proceedings or other actions pending or threatened from or before the FCC relating to the Purchased Stations or the FCC Licenses, except as would not result in a Material Adverse Effect, and (ii) Emmis has not filed with the FCC any applications or petitions relating to the Purchased Stations or the FCC Licenses which are pending before the FCC. (d) The Mediaco Assets owned by Emmis are in material compliance with all rules and regulations of the Federal Aviation Administration applicable to the Purchased Stations. Each antenna structure that is required to be registered with the FCC has been registered with the FCC. Schedule Section 2.1(b)(i) contains a list of the antenna registration numbers for each tower owned or leased by Emmis (and included in the Mediaco Assets) that requires registration under the rules and regulations of the FCC. All material reports and other filings required by the FCC with respect to the Purchased Stations have been properly and timely filed. (e) The operation of the Purchased Stations does not expose workers or others to levels of radio frequency radiation in excess of the “Radio Frequency Protection Guides” recommended in “American National Standard Safety Levels with Respect to Human Exposure to Radio Frequency Electromagnetic Fields 3 kHz to 300 GHz” (ANSI/IEEE C95.1 - 1992), issued by the American National Standards Institute, and renewal of the FCC Licenses would not constitute a “major action” within the meaning of section 1.1301 et seq., of the FCC’s rules.

Station Licenses. (a) Schedule Section 2.1(b)(i1.2(a) contains a true and complete list of the FCC Licenses Station Licenses, including their expiration dates. Seller has delivered to Buyer true and complete copies of the Station Licenses. The antenna structures used or held for use by the Station are in connection compliance with the Communications Act and the requirements of the Federal Aviation Administration, and are registered with the FCC, if required. The location of the Station’s main studio complies with the FCC’s rules. All FCC regulatory fees assessed with respect to the Station Licenses have been timely paid. Except as set forth on Schedule 7.4(a): (i) there are no licenses, permits or authorizations other than the Station Licenses required from any government or other entity for the lawful operation of the Purchased Stations as currently operated Station in the manner now operated; (ii) the Station Licenses and the holder of each such FCC License. Each of the holders of FCC Licenses identified on other licenses, permits and authorizations listed in Schedule Section 2.1(b)(i1.2(a) is the authorized legal holder of such FCC License. The FCC Licenses (i) are validly held by NM License pursuant to a Final Order, are in full force and effect, have been issued for the full terms customarily issued by to radio broadcast stations in the FCC for authorizations State of such type for such class of station Delaware, and (ii) are not none is subject to any condition, except for those conditions appearing on restriction or condition which would limit in any material respect the face of the FCC Licenses and conditions generally applicable to authorizations of such type for such class of station. (b) Except as set forth on Schedule Section 5.8(b), (i) each of the Purchased Stations and the facilities of the Purchased Stations are being and have been operated during Emmis’ full operation of the Purchased Stations in compliance in all material respects with the FCC Licenses, the Communications Act and all FCC rules and policies, (ii) all material registrations and reports required to be filed with the FCC or uploaded to each Purchased Station’s public inspection file related to the FCC licenses (which registrations and reports were accurate in all material respects Station as of the time such registrations and reports were filed) have been timely filed or uploaded, now operated; (iii) all material FCC regulatory fees due the Station, its physical facilities, electrical and mechanical systems, and transmitting and studio equipment are operating in respect of each Purchased Station have been timely paid, (iv) accordance with the construction of all facilities or changes contemplated by any terms and conditions of the FCC Station Licenses have been completed, and (v) the FCC Licenses are all of the FCC licenses, permits and authorizations required for the operation of the Purchased Stations substantially as currently operated. (c) Except for proceedings affecting the radio broadcasting industry generally or as permitted or required in connection with this Agreement and the Transactions, (i) there are no applications, petitions, complaints, investigations, notices of violations, notice of apparent liabilities, pending license terminations, forfeitures, proceedings or other actions pending or threatened from or before the FCC relating to the Purchased Stations or the FCC Licenses, except as would not result in a Material Adverse Effect, and (ii) Emmis has not filed with the FCC any applications or petitions relating to the Purchased Stations or the FCC Licenses which are pending before the FCC. (d) The Mediaco Assets owned by Emmis are in material compliance with all rules and regulations of the Federal Aviation Administration applicable to the Purchased Stations. Each antenna structure that is required to be registered with the FCC has been registered with the FCC. Schedule Section 2.1(b)(i) contains a list of the antenna registration numbers for each tower owned or leased by Emmis (and included in the Mediaco Assets) that requires registration under the rules and regulations of the FCC. All material ; and (iv) all reports and other filings required by the FCC with respect to the Purchased Stations Station Licenses and the Station, including, without limitation, material required to be placed in the Station’s local public inspection files or other records, have been properly and timely filed. (eb) The There are no applications, complaints or proceedings pending or, to Seller’s Knowledge, threatened before the FCC relating to the operation of the Purchased Stations does not expose workers Station or others to levels that may result in the revocation, materially adverse modification, non-renewal or suspension of radio frequency radiation in excess any of the “Radio Frequency Protection Guides” recommended in “American National Standard Safety Levels Station Licenses, or the imposition of any fines, forfeitures, or other administrative actions with Respect respect to Human Exposure the Station or its operation other than proceedings affecting the broadcasting industry generally. Should any such filing be made or action initiated, Seller shall promptly notify Buyer and shall take all commercially reasonable steps to Radio Frequency Electromagnetic Fields 3 kHz protect the Station and Station Licenses from material adverse impacts. Seller is not subject to 300 GHz” (ANSI/IEEE C95.1 - 1992), issued by the American National Standards Institute, and renewal any outstanding judgment or order of the FCC Licenses relating to the Station. Except as otherwise noted on Schedule 7.4(b), Seller is not aware of any action other than rule-making proceedings of general applicability to the radio industry which would not constitute a “major action” within adversely affect the meaning FCC protected service area of section 1.1301 et seqthe Station as such service area is presently authorized by the FCC. (c) There are no facts which, under the Communications Act of 1934, as amended, or the existing rules and regulations of the FCC, would disqualify Seller as the assignor of the Station Licenses. Seller has no reason to believe that the FCC assignment contemplated herein will not be granted by the FCC in the ordinary course based upon Seller’s rulesqualifications as the licensee and assignor of the Station Licenses. (d) Except as set forth in Schedule 7.4(d), the Station is operating with power and facilities specified in its FCC Licenses, within the power tolerances permitted in FCC Rule 73.1560(b) and to Seller’s Knowledge, the Station is not causing objectionable interference to the transmissions of any other broadcast station or communications facility, and no other broadcast station or communications facility is causing objectionable interference to the transmissions of the Station. (e) To Seller’s actual knowledge, without further investigation (i) no governmental entity has proposed any law that may affect either Seller, the Station Assets, operations or business, or Seller’s rights thereto, except to the extent that any such law, if adopted or otherwise put into effect, individually or in the aggregate, will not have an adverse effect on Seller or the Station Assets, as applicable, and (ii) there are no facts or circumstances that could reasonably give rise to the same.

Station Licenses. (a) Schedule Section 2.1(b)(i1.1(a) contains a true and complete list of the FCC Licenses used or held for use in connection with the operation of the Purchased Stations Station as currently operated and the holder of each such FCC Licenseoperated. Each of the holders of FCC Licenses identified on Schedule Section 2.1(b)(i) Licensee is the authorized legal holder of such FCC License. The FCC Licenses (i) have been issued for the full terms customarily issued by the FCC for authorizations of such type for such class of station and (ii) are not subject to any condition, except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable to authorizations of such type for such class of station. (b) listed on Schedule 1.1(a). Except as set forth on Schedule Section 5.8(b1.1(a), (i) each of the Purchased Stations FCC Licenses are in good standing and in full force and effect. The Station and the facilities of the Purchased Stations Station are being and have been operated during EmmisSellers’ ownership and operation of the Purchased Stations in material compliance in all material respects with the FCC Licenses, the Communications Act and all FCC rules and policies. Except as set forth on Schedule 1.1(a), (ii) all material registrations and reports required to be filed with the FCC or uploaded to each Purchased Station’s public inspection file related to the FCC licenses (which registrations and reports were accurate in all material respects as of the time such registrations and reports were filed) have been timely filed or uploaded, (iii) all material FCC regulatory fees due in respect of each Purchased Station have been timely paid, (iv) the construction of all facilities or changes contemplated by any of the FCC Licenses have been completed, and (v) the FCC Licenses are all of the FCC licenses, permits and authorizations required for the operation of the Purchased Stations substantially Station as currently presently operated. (cb) Except as set forth in Schedule 1.1(a), and except for proceedings affecting the radio broadcasting industry generally or as permitted or required in connection with this Agreement and the Transactionsgenerally, (i) to the Knowledge of Sellers, there are no applications, petitions, complaints, investigations, notices of violations, notice of apparent liabilities, pending license terminations, forfeitures, proceedings or other actions pending or threatened from or before the FCC relating to the Purchased Stations Station or the FCC Licenses, except as would not result in a Material Adverse Effect, and (ii) Emmis has Sellers have not filed with the FCC any applications or petitions relating to the Purchased Stations Station or the FCC Licenses which are pending before the FCC. FCC and (diii) The Mediaco there are no tolling or similar agreements with the FCC relating to the Station. Sellers and the Assets owned by Emmis are in material compliance with all rules and regulations of the Federal Aviation Administration applicable to the Purchased StationsStation. Each antenna structure that is required to be registered with the FCC has been registered with the FCC. Schedule Section 2.1(b)(i) contains a list of the antenna registration numbers for each tower owned or leased by Emmis (and included in the Mediaco Assets) that requires registration under the rules and regulations of the FCC. All material reports and other filings required by the FCC with respect to the Purchased Stations Station have been properly and timely filed. (ec) The operation of the Purchased Stations Station does not expose workers or others to levels of radio frequency radiation in excess of the “Radio Frequency Protection Guides” recommended in “American National Standard Safety Levels with Respect to Human Exposure to Radio Frequency Electromagnetic Fields 3 kHz to 300 GHz” (ANSI/IEEE C95.1 - C95.1-1992), issued by the American National Standards Institute, and renewal of the FCC Licenses would not constitute a “major action” within the meaning of section 1.1301 Section 1.1301, et seq., of the FCC’s rules.

Station Licenses. (a) Schedule Section 2.1(b)(i1.1(a) contains a true and complete list of the FCC Licenses used or held for use in connection with the operation of the Purchased Stations as currently operated and the holder of each such FCC License. Each of the holders of FCC Licenses identified on Schedule Section 2.1(b)(i1.1(a) is the authorized legal holder of such FCC License. The FCC Licenses (i) have been issued for the full terms customarily issued by the FCC for authorizations of such type for such class of station and (ii) are not subject to any condition, except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable to authorizations of such type for such class of station. (b) Except as set forth on in Schedule Section 5.8(b1.1(a), (i) each of the Purchased Stations and the facilities of the Purchased Stations are being and have been operated during EmmisSellers’ operation of the Purchased Stations in compliance in all material respects with the FCC Licenses, the Communications Act and all FCC rules and policies, (ii) all material registrations and reports required to be filed with the FCC or uploaded to each Purchased Station’s public inspection file related to the FCC licenses (which registrations and reports were accurate in all material respects as of the time such registrations and reports were filed) have been timely filed or uploaded, (iii) all material FCC regulatory fees due in respect of each Purchased Station have been timely paid, (iv) the construction of all facilities or changes contemplated by any of the FCC Licenses have been completed, and (v) the . The FCC Licenses are all of the FCC licenses, permits and authorizations required for the operation of the Purchased Stations substantially as currently operated. (cb) Except as set forth in Schedule 1.1(a), and except for proceedings affecting the radio broadcasting industry generally or as permitted or required in connection with this Agreement and the Transactionsgenerally, (i) to the Knowledge of Sellers, there are no applications, petitions, complaints, investigations, notices of violations, notice of apparent liabilities, pending license terminations, forfeitures, proceedings or other actions pending or threatened from or before the FCC relating to the Purchased Stations or the FCC Licenses, except as would not result in a Material Adverse Effect, Licenses and (ii) Emmis has Sellers have not filed with the FCC any applications or petitions relating to the Purchased Stations or the FCC Licenses which are pending before the FCC. (dc) The Mediaco Assets owned by Emmis Sellers are in material compliance with all rules and regulations of the Federal Aviation Administration applicable to the Purchased Stations. Each antenna structure that is required to be registered with the FCC has been registered with the FCC. Schedule Section 2.1(b)(i1.1 (a) contains a list of the antenna registration numbers for each tower owned or leased by Emmis Sellers (and included in the Mediaco Assets) that requires registration under the rules and regulations of the FCC. All material reports and other filings required by the FCC with respect to the Purchased Stations have been properly and timely filed. (ed) The operation of the Purchased Stations does not expose workers or others to levels of radio frequency radiation in excess of the “Radio Frequency Protection Guides” recommended in “American National Standard Safety Levels with Respect to Human Exposure to Radio Frequency Electromagnetic Fields 3 kHz to 300 GHz” (ANSI/IEEE C95.1 - 1992), issued by the American National Standards Institute, and renewal of the FCC Licenses would not constitute a “major action” within the meaning of section Section 1.1301 et seq., of the FCC’s rules.

Station Licenses. (a) Schedule Section 2.1(b)(i1.1(a) contains a true and complete list of the FCC Licenses used or held for use in connection with the operation of the Purchased Stations as currently operated and the holder of each such FCC License. Each of the holders of FCC Licenses identified on Schedule Section 2.1(b)(i1.1(a) is the authorized legal holder of such FCC License. The FCC Licenses (i) have been issued for the full terms customarily issued by the FCC for authorizations of such type for such class of station and (ii) are not subject to any condition, except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable to authorizations of such type for such class of station. (b) Except as set forth on in Schedule Section 5.8(b1.1(a), (i) each of the Purchased Stations and the facilities of the Purchased Stations are being and have been operated during EmmisSellers’ operation of the Purchased Stations in compliance in all material respects with the FCC Licenses, the Communications Act and all FCC rules and policies, (ii) all material registrations and reports required to be filed with the FCC or uploaded to each Purchased Station’s public inspection file related to the FCC licenses (which registrations and reports were accurate in all material respects as of the time such registrations and reports were filed) have been timely filed or uploaded, (iii) all material FCC regulatory fees due in respect of each Purchased Station have been timely paid, (iv) the construction of all facilities or changes contemplated by any of the FCC Licenses have been completed, and (v) the . The FCC Licenses are all of the FCC licenses, permits and authorizations required for the operation of the Purchased Stations substantially as currently operated. (cb) Except as set forth in Schedule 1.1(a), and except for proceedings affecting the radio broadcasting industry generally or as permitted or required in connection with this Agreement and the Transactionsgenerally, (i) to the Knowledge of Sellers, there are no applications, petitions, complaints, investigations, notices of violations, notice of apparent liabilities, pending license terminations, forfeitures, proceedings or other actions pending or threatened from or before the FCC relating to the Purchased Stations or the FCC Licenses, except as would not result in a Material Adverse Effect, Licenses and (ii) Emmis has Sellers have not filed with the FCC any applications or petitions relating to the Purchased Stations or the FCC Licenses which are pending before the FCC. (dc) The Mediaco Assets owned by Emmis Sellers are in material compliance with all rules and regulations of the Federal Aviation Administration applicable to the Purchased Stations. Each antenna structure that is required to be registered with the FCC has been registered with the FCC. Schedule Section 2.1(b)(i1.1(a) contains a list of the antenna registration numbers for each tower owned or leased by Emmis Sellers (and included in the Mediaco Assets) that requires registration under the rules and regulations of the FCC. All material reports and other filings required by the FCC with respect to the Purchased Stations have been properly and timely filed. (ed) The operation of the Purchased Stations does not expose workers or others to levels of radio frequency radiation in excess of the “Radio Frequency Protection Guides” recommended in “American National Standard Safety Levels with Respect to Human Exposure to Radio Frequency Electromagnetic Fields 3 kHz to 300 GHz” (ANSI/IEEE C95.1 - 1992), issued by the American National Standards Institute, and renewal of the FCC Licenses would not constitute a “major action” within the meaning of section Section 1.1301 et seq., of the FCC’s rules.