**Exhibit 10.122****LOCAL MARKETING AGREEMENT**     THIS LOCAL MARKETING AGREEMENT (“Agreement”), made as of this 1st day of January,2008, by and between **South Broadcasting System, Inc.**, a Delaware corporation (“Licensor”) and**Spanish Broadcasting System, Inc.**, a Delaware corporation (“Licensee” or “Programmer”).     WHEREAS, Licensor owns and operations Radio Station 106.3 WZMQ-FM, Key Largo, Florida,Facility ID #61646, (the “Station”), pursuant to authorizations issued by the FederalCommunications Commission (“FCC”).     WHEREAS, the Programmer wishes to broker from Licensor time on the Station to provideprogramming that is in conformity with Station’s policies and procedures, FCC policies for timebrokerage arrangements, and the provisions hereof.     WHEREAS, Programmer agrees to broker time on the Station in order to broadcast suchprogramming of its selection that is in conformity with all rules, regulations and policies of theFCC, subject to Licensor’s full authority to manage and control the operation of the Station.     WHEREAS, Programmer and Licensor agree to cooperate to make this Agreement work to the benefitof the public and both parties and as contemplated in this Agreement.     NOW, THEREFORE, in consideration of the above recitals and mutual promises and covenantscontained herein, the parties, intending to be legally bound, agree as follows:SECTION 1.STATION AIR TIME AND SALE OF TIME          1.1 Representations. Both Programmer and Licensor represent that they are legallyqualified, empowered and able to enter into this Agreement and that the execution, delivery andperformance hereof shall not constitute a breach or violation of any material agreement, contractor other obligation to which either party is subject or by which it is bound.          1.2 Effective Date; Term. The effective date of this Agreement shall be January 1,2008 (“Effective Date”). This Agreement shall continue in full force and effect for an initialterm ending on December 31, 2008 (the “Initial Term”), unless otherwise extended or terminated asset forth herein. Programmer shall have the absolute right at its sole discretion to extend theInitial Term for three years (the “Option Term”) by providing Licensor written notice of its intentto exercise its option to renew at least 120 days prior to the expiration of the Initial Term. Forthe period commencing 120 days prior to the expiration of the Option Term, the parties agree tonegotiate in good faith for any subsequent extension thereof. Reference to the Term of thisAgreement shall include any extension hereof.          1.3. Scope. During the term of this Agreement and any renewal thereof, Licensorshall make available to Programmer broadcast time upon the Station as set forth in this Agreement.Programmer shall deliver such programming, at its expense, to the Station’s transmitter facilitiesor other authorized remote control points as reasonably designated by Licensor and shall useProgrammer’s content, brands and logos in connection with the promotion of the Station. Subject toLicensor’s reasonable approval, as set forth in this Agreement,
 

 
Programmer shall provide programming of Programmer’s selection complete with commercialmatter, news, public service announcements and other suitable programming (the “Programming”) tothe Licensor for up to 168 hours a week, except for: (i) downtime occasioned by routinemaintenance consistent with prior practice; (ii) between 6:00 a.m. and 7:00 a.m. on Sunday morningsand at other times mutually agreeable to Licensor and Programmer during which time Licensor maybroadcast programming designed to address the concerns, needs and issues of the Station’slisteners; (iii) times when Programmer’s programs are not accepted or are preempted by Licensor inaccordance with this Agreement; and (iv) times when the Station is not broadcasting because ofForce Majeure Events (as defined below).          1.4. Advertising and Programming Revenues. During the Initial Term, the Option Termand any extension thereof, Programmer shall have full authority to sell for its own accountcommercial time on the Station and to retain all revenues from the sale of such advertising withinthe Programming it provides to Licensor. Programmer shall be responsible for payment of thecommissions due to any national sales representative engaged by it for the purpose of sellingnational advertising which is carried during the Programming it provides to Licensor.          1.5 Consideration. In consideration of the rights granted under this Agreement,Programmer shall pay to Licensor certain of Licensor’s costs as provided in Attachment Ihereto.          1.6 Licensor Representation and Warranties. Licensor represents and warrants thatLicensor owns and holds or will hold all licenses and other permits and authorizations necessaryfor the operation of the Station, and such licenses, permits and authorizations are and will be infull force and effect throughout the term of this Agreement. There is not now pending, or toLicensor’s best knowledge, threatened, any action by the FCC or by any other party to revoke,cancel, suspend, refuse to renew or modify adversely any of such licenses, permits orauthorizations. Licensor is not in material violation of any statute, ordinance, rule, regulation,policy, order or decree of any federal, state or local entity, court or authority havingjurisdiction over it or the Station, which would have an adverse effect upon the Licensor, theStation or upon Licensor’s ability to perform this Agreement. All reports and applicationsrequired to be filed with the FCC or any other governmental body have been, and during the term ofthis Agreement, will be filed in a timely and complete manner. Except as provided in Section 6hereof, during the term of this Agreement, Licensor shall not dispose of, transfer, assign orpledge any of licensee’s assets and properties except with the prior written consent of theProgrammer, if such action would adversely affect Licensor’s performance hereunder or the businessand operations of Licensor or the Station permitted hereby.          1.7 Contracts. Programmer will enter into no third-party contracts, leases oragreements which will bind Licensor in any way except with Licensor’s prior written approval, suchapproval shall not be unreasonably withheld, conditioned or delayed.
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SECTION 2. OBLIGATIONS AND RIGHTS OF LICENSEE     Programmer acknowledges and agrees and Licensor is and shall remain responsible for operatingthe Station in the public interest and controlling the day-to-day operations of the Station inconformance with its FCC licenses, permits and authorizations. Without limiting the generality ofthe foregoing, Licensor and Programming agree as follows:          2.1 Licensor’s Absolute Right to Reject Programming. Licensor shall have the absoluteright to reject any Programming, including advertising announcements or other material, whichLicensor reasonably believes to be unsatisfactory, unsuitable or contrary to the public interestand the Communications Act of 1934, as amended (the “Communications Act”), or the FCC’s rules,regulations and policies (the “Rules,” and together with the Communications Act, the“Communications Laws”). Licensor reserves the right to refuse to broadcast any Programmingcontaining matter that Licensor in its sole discretion believes is, or may be determined by the FCCor any court or other regulatory body with authority over Licensor or the Station to be, violativeof any right of any third party or indecent, obscene or profane. Licensor may take any otheractions necessary to ensure the Station’s operation complies with the laws of the United States,the laws of the State of Florida, the Communications Laws (including the prohibition onunauthorized transfers of control), and the rules, regulations and policies of other federalgovernment authorities, including the Federal Trade Commission and the Department of Justice.Licensor may suspend, cancel or refuse to broadcast any portion of the Programming pursuant to thisSection 2.1 without relieving Programmer of its obligations pursuant to Section 1.6 herof.Programmer recognizes that the Licensor has full authority to control the operation of the Station.The parties agree that Licensor’s authority includes, but is not limited to, the right to rejector refuse such portions of the Programmer’s Programming. Programmer shall have the right to changethe programming supplied to Licensor and shall give Licensor at least twenty-four (24) hours noticeof substantial and material changes in such programming.          2.2 Licensor’s Right to Preempt Programming for Special Events and Public InterestProgramming. Licensor shall have the absolute right to preempt Programming in order tobroadcast a program deemed by Licensor, in its sole discretion, to be of greater national,regional, or local public interest or significance, and to use part or all of the hours ofoperation of the Station for the broadcast of events of special importance. In all such cases,Licensor will use its best efforts to give Programmer reasonable advance notice of its intention topreempt any regularly scheduled programming. Licensor may preempt the Programming under thisSection 2.2 without relieving Programmer of its obligations pursuant to Section 1.6 hereof.          2.3 Licensor’s Public Service Programming. Licensor may broadcast public serviceprogramming at the times set forth in Section 1.3 hereof and at such other times as the parties mayagree.          2.4 Political Advertising, Public File, Etc. The parties acknowledge that Licensor isultimately responsible for complying with the Communications Laws with respect to (a) the carriageof political advertisements and programming (including, without limitation, the rights ofcandidates and, as appropriate, others to equal opportunities, lowest unit charge and reasonableaccess); (b) the broadcast and nature of public service programming; (c) themaintenance of political and public inspection files and the Station’s logs; (d) the ascertainmentof issues of community concern; and (e) the preparation of all quarterly issues/programs lists.
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          2.5 Maintenance and Repair of Transmission Facilities. Licensor shall usecommercially reasonable efforts to maintain the Station’s transmission equipment and facilities,including the antennas, transmitters and transmission lines, in good operating condition, andLicensor shall continue to contract with local utility companies for the delivery of electricalpower to the Station’s transmitting facilities at all times in order to ensure operation of theStation. Licensor shall undertake such repairs as are necessary to maintain full-time operation ofthe Station with its maximum authorized facilities as expeditiously as reasonably possiblefollowing the occurrence of any loss or damage preventing such operation.          2.6 Main Studio. Licensor shall maintain and staff the main studio for the Station asrequired under the Communications Laws.          2.7 Staffing Requirements. Licensor will be in full compliance with the main studiostaff requirements as specified by the FCC.SECTION 3.OBLIGATIONS AND RIGHTS OF PROGRAMMER     Programmer shall not take any action, or omit to take any action, inconsistent with Licensor’sobligations under the Communications Laws to retain ultimate responsibility for the programming andtechnical operations of the Station. Without limiting the generality of the foregoing, Programmeragrees as follows:          3.1 Compliance with Laws and Station’s Policies. Programmer has advised Licensor ofthe nature of its Programming. Programmer will make no material changes in the Programming afterthe Effective Date without the prior written consent of Licensor, which shall not be unreasonablywithheld. All Programming shall conform in all material respects to all applicable provisions ofthe Communications Laws, all other laws or regulations applicable to the broadcast of programmingby the Station, and the programming regulations prescribed in Schedule 3.1 hereto. At notime during the term of this Agreement shall Programmer or its employees or agents represent, holdout, describe or portray Programmer as the licensee of the Station.          3.2 Cooperation with Licensor. Programmer, on behalf of Licensor, shall furnishwithin the Programming all Station identification announcements required by the CommunicationsLaws, and shall, upon request by Licensor, provide (a) information about Programming that isresponsive to the public needs and interests of the area served by the Station so as to assistLicensor in the preparation of any required programming reports and (b) other information to enableLicensor to prepare other records, reports and logs required by the FCC or other local, state orfederal governmental agencies. Programmer shall maintain and deliver to Licensor all records andinformation required by the FCC to be placed in the public inspection file of the Stationpertaining to the broadcast of political programming and advertisements, in accordance with theprovisions of Sections 73.1943 and 73.3526 of the Rules and The Bipartisan Campaign Reform Act of2002, and agrees that broadcasts of sponsored programmingaddressing political issues or controversial subjects of public importance will comply with theprovisions of Section 73.1212 of the Rules. See Section 5. Programmer shall cooperate withLicensor to ensure compliance with the Rules regarding Emergency Alert System tests and alerts.
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          3.3 Payola and Plugola. Programmer shall provide to Licensor in advance anyinformation known to Programmer regarding any money or other consideration which has been paid oraccepted, or has been promised to be paid or to be accepted, for the inclusion of any matter as apart of any Programming or commercial material to be supplied to Licensor by Programmer forbroadcast on the Station, unless the party making or accepting such payment is identified in theprogram as having paid for or furnished such consideration in accordance with the CommunicationsLaws. Commercial matter with obvious sponsorship identification will not require disclosure beyondthe sponsorship identification contained in the commercial copy. Programmer shall at all timesendeavor to proceed in good faith to comply with the requirements of Sections 317 and 507 of theCommunications Act and the related Rules. Programmer agrees annually, or more frequently at therequest of the Licensor, to execute and provide Licensor with a Payola Affidavit from each of itsemployees involved with the Station substantially in the form attached hereto as AttachmentIII.          3.4 Handling of Communications. Programmer shall provide Licensor with the originalor a copy of any correspondence from a member of the public relating to the Programming to enableLicensor to comply with the requirements of the Communications Laws, including those regarding themaintenance of the public inspection file. Licensor shall not be required to receive or handlemail, facsimiles, emails or telephone calls in connection with the Programming unless Licensor hasagreed to do so in writing. Licensor shall promptly forward to Programmer all correspondence,payments, communications or other information and/or documents which it receives and which relateto the Programming, including without limitation, invoices, billing inquiries, checks, moneyorders, wire transfers, or other payments for services or advertising.          3.5 Compliance with Copyright Act. Programmer shall not broadcast any material on theStation in violation of the Copyright Act or the rights of any person. All music supplied byProgrammer shall be (a) licensed by a music licensing agent such as ASCAP, BMI, or SESAC; (b) inthe public domain; or (c) cleared at the source by Programmer. Licensor shall not be obligated topay any music licensing fees or other similar expenses required in connection with the materialbroadcast by Programmer on the Station.
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          3.6 Programmer’s Employees. Programmer shall be responsible for the artisticpersonnel and material for the production of the Programming to be provided under this Agreement.Programmer shall employ and be responsible for the salaries, taxes, insurance and related costs forall of its own personnel and facilities used in fulfillment of its rights and obligations underthis Agreement.          3.7 Programmer Responsibility to Pay Certain Expenses. In addition to those costsreferred to in Section 1.6 hereof, to the event not already covered by Section 1.6, Programmershall pay for all costs associated with production and listener responses, including telephonecosts, fees to ASCAP, BMI and SESAC, any other copyright fees, and all other costs or expensesattributable to the Programming that is delivered by Programmer for broadcast on the Station.Programmer shall also pay all ordinary maintenance and repair costs for the studio and studioequipment used by Programmer in the production of the Programming. Programmer shall maintain atits expense and with reputable insurance companies reasonably acceptable to Licensor, commerciallyreasonable coverage for broadcaster’s liability insurance, worker’s compensation insurance andcommercial general liability insurance. Licensor shall be named as an additional insured on suchpolicies, and such policies shall not be terminable without notice to Licensor and an opportunityto cure any default thereunder. Programmer shall deliver to Licensor on or before the EffectiveDate, and thereafter upon request, current certificates establishing that such insurance is ineffect.          3.8 Broadcast Station Programming Policy Statement. Licensor has adopted and willenforce a Broadcast Station Programming Policy Statement (the “Policy Statement”), a copy of whichappears as Attachment II hereto and which may be amended in a reasonable manner from timeto time by Licensor upon notice to Programmer. Programmer agrees and covenants to comply in allmaterial respects with the Policy Statement, to all rules and regulations of the FCC, and to allchanges subsequently made by Licensor or the FCC. Programmer shall furnish or cause to befurnished the artistic personnel and material for the programming as provided by this Agreement andall programming shall be prepared and presented in conformity with the rules, regulations andpolicies of the FCC and with the Policy Statement set forth in Attachment II hereto. Alladvertising spots and promotional material or announcements shall comply with applicable federal,state and local regulations and policies and shall be produced in accordance with quality standardsestablished by Programmer. If Licensor reasonably determines that a programming supplied byProgrammer is unsatisfactory or unsuitable or contrary to the public interest, or does not complywith the Policy Statement it may, upon prior written notice to Programmer, suspend or cancel suchprogramming without liability to Programmer. Licensor will use all reasonable efforts to providesuch written notice to Programmer prior to the suspension or cancellation of such programming.          3.9 Cooperation on Programming. Licensor shall, on a regular basis, cooperate withProgrammer to assess the issues of concern to its community and address those issues in its publicservice programming. Programmer, in cooperation with Licensor, will endeavor to ensure thatprogramming responsive to the needs and interests of the community of license and surrounding areais broadcast, in compliance with applicable FCC requirements. Licensor will describe those issuesand the programming that is broadcast in response to thoseissues and place issues/programs lists in the Station’s public inspection files as required byFCC rules. Further, Licensor may request, and Programmer shall provide, information concerningsuch of Programmer’s programming as is responsive to community issues so as to assist Licensor inthe satisfaction of its public service programming obligations.
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SECTION 4. INDEMNIFICATION          4.1 Programmer’s Indemnification. Programmer shall indemnify and hold harmlessLicensor from and against any and all claims, losses, costs, liabilities, damages, forfeitures andexpenses (including reasonable legal fees and other expenses incidental thereto) of every kind,nature and description (collectively, “Damages”) resulting from (i) Programmer’s breach of anyrepresentation, warranty, covenant or agreement contained in this Agreement, or (ii) any actiontaken by Programmer or its employees and agents with respect to the Station, or any failure byProgrammer or its employees and agents to take any action with respect to the Station, including,without limitation, Damages relating to violations of the Communications Laws, libel, slander,defamation, invasion of privacy, copyright, trademark or other claims relating to Programmingprovided by Programmer and Programmer’s broadcast and brokerage of time on the Station.          4.2 Licensor’s Indemnification. Licensor shall indemnify and hold harmless Programmerfrom and against any and all claims, losses, consents, liabilities, damages, FCC forfeitures andexpenses (including reasonable legal fees and other expenses incidental thereto) of every kind,nature and description, arising out of Licensor’s operations and broadcasts to the extent permittedby law and any action taken by the Licensor or its employees and agents with respect to theStation, or any failure by Licensor or its employees and agents to take any action with respect tothe Station.          4.3 Limitation. Neither Licensor nor Programmer shall be entitled to indemnificationpursuant to this section unless such claim for indemnification is asserted in writing delivered tothe other party.          4.4 Challenge. If this Agreement is challenged at the FCC, whether or not inconnection with the Station’s license renewal applications, counsel for the Licensor and counselfor the Programmer shall jointly defend the Agreement and the parties’ performance thereunderthroughout all FCC proceedings at the sole expense of the Programmer. If portions of thisAgreement do not receive the approval of the FCC Staff, then the parties shall amend the Agreementas necessary to satisfy the FCC Staff s concerns or, at Programmer’s option and expense, seekreversal of the Staff s decision and approval from the full FCC or appeal the decision in theappropriate federal court.SECTION 5. ACCESS TO BROKER MATERIALS AND CORRESPONDENCE          5.1 Political Advertising. Programmer shall cooperate with Licensor to assistLicensor in complying with all Rules regarding political broadcasting. Licensor shall promptlysupply to Programmer, and Programmer shall promptly supply to Licensor, such information, includingall inquiries concerning the broadcast of political advertising, as may be necessary to comply withthe Rules, including the lowest unit rate, equal opportunities, reasonable access,
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political file and related requirements of federal law. Licensor, in consultation withProgrammer, shall develop a statement which discloses its political broadcasting policies topolitical candidates, and Programmer shall follow those policies and rates in the sale of politicalprogramming and advertising. In the event that Programmer fails to satisfy the politicalbroadcasting requirements under the Communication Laws and such failure inhibits Licensor in itscompliance with the political broadcasting requirements of the FCC, then to the extent reasonablynecessary to assure such compliance, Programmer shall release broadcast time and/or advertisingavailabilities to Licensor at no cost to Licensor; provided, however, that all revenues realized byLicensor as a result of such a release of advertising time shall be immediately paid to Programmer.SECTION 6. RIGHT OF FIRST NEGOTIATION AND REFUSAL          6.1 Right of First Negotiation. In the event that Licensor, or any of its assigneesintends to sell, transfer, convey or dispose, including dispositions by merger or consolidation theassets or stock of the Station (a “Transfer”), to a third party after the date hereof,Licensor shall notify Programmer of such intention and thereafter permit Programmer to negotiatewith Licensor in good faith for a period of at least ten (10) business days following the noticedescribed above (the “Negotiation Period”). During the Negotiation Period, Licensor shallnot Transfer to, or negotiate for the Transfer of the Station with, any individual, corporation,partnership, joint venture, association, joint-stock company, trust, unincorporated organization,or limited liability company (including any subdivision or ongoing business of any such entity)(“Person”). Upon the expiration of the Negotiation Period, but subject to Section 6.2 below, theLicensor shall be free to Transfer and negotiate for the Transfer of the Station for a period ofone year from the expiration of the Negotiation Period to any Person at a price and upon terms andconditions mutually agreeable to Licensor and such Person. Such one-year period shall be extendeduntil the consummation of the Transfer if a binding agreement for such Transfer is entered intoduring the one-year period, but the consummation of such transfer occurs after the termination ofthe one-year period.          6.2 Right of First Refusal to Match Competing Offer. In the event that Licensor orany of its assignees receive at any time, a bona fide offer from a third party to purchase theStation, then Programmer shall have the right of first refusal to match and/or exceed the terms ofany offer to acquire the Station by any third party prior to Licensor entering into a definitiveTransfer agreement with respect to the Station. For the purpose of this paragraph, “right of firstrefusal” shall mean that prior to entering into any Transfer agreement with a third party, Licensorshall provide Programmer with a copy of such offer, which Licensor is then prepared to accept fromsuch third party, and Programmer shall have the right, within ten (10) business days of suchnotice, to offer to agree in writing to acquire the Station on economic terms and conditions equalor superior to those offered to Licensor, in which event Licensor shall enter into a Transferagreement with Programmer on such terms and conditions. If Programmer does not offer to agree toenter into such a Transfer agreement within a ten (10) business day period, then Licensor shall befree to accept such offer and enter into an agreement with the third party on the such terms andconditions.
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SECTION 7. TERMINATION AND REMEDIES UPON DEFAULT          7.1 Termination by Licensor. In addition to other remedies available at law orequity, this Agreement may be terminated as set forth below by Licensor by written notice toProgrammer if Licensor is not then in material default or breach hereof, upon the occurrence of anyof the following:               (a) subject to Section 8.12, this Agreement is declared invalid or illegal in whole orsubstantial part by an order or decree of an administrative agency or court of competentjurisdiction and such order or decree has become final and no longer subject to furtheradministrative or judicial review;               (b) Programmer is in material breach of its obligations hereunder and has failed to cure suchbreach within thirty (30) days of notice from Licensor;               (c) after the first anniversary of the Effective Date and subject to Section 6, Licensor shallhave the option to terminate this Agreement, provided Licensor pays Programmer an early terminationfee equal to the lesser of (i) 5% of the aggregate purchase price of the Station pursuant to adefinitive Transfer agreement and (ii) $1,000,000; and               (d) there has been a material change in the Rules, that would cause this Agreement to be inviolation thereof and such change is in effect and not the subject of an appeal or furtheradministrative review and this Agreement cannot be amended, in a manner acceptable to Programmerand Licensor, to remove and/or eliminate the violation.          7.2 Termination by Programmer. In addition to other remedies available at law orequity, this Agreement may be terminated as set forth below by Programmer by written notice toLicensor if Programmer is not then in material default or breach hereof, upon the occurrence of anyof the following:               (a) subject to Section 8.12, this Agreement is declared invalid or illegal in whole orsubstantial part by an order or decree of an administrative agency or court of competentjurisdiction and such order or decree has become final and no longer subject to furtheradministrative or judicial review;               (b) Licensor is in material breach of its obligations hereunder and has failed to cure suchbreach within thirty (30) days of notice from Programmer;               (c) within 180 days after written notice to Licensor given at any time after the firstanniversary of the Effective Date; and               (d) there has been a material change in the Rules, that would cause this Agreement to be inviolation thereof and such change is in effect and not the subject of an appeal or furtheradministrative review and this Agreement cannot be reformed, in a manner acceptable to Programmerand Licensor, to remove and/or eliminate the violation.
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          7.3 Force Majeure. Any failure or impairment of the Station’s facilities or any delayor interruption in the broadcast of the Programming, or failure at any time to furnish facilities,in whole or in part, for broadcasting, due to Acts of God, strikes, lockouts, material or laborrestrictions by any governmental authority, civil riot, floods and any other cause not reasonablywithin the control of Licensor (collectively, “Force Majeure Events”), or for power reductionsnecessitated for maintenance of the Station or for maintenance of other Stations located on thetower from which the Station will be broadcasting, shall not constitute a breach of this Agreementand Licensor will not be liable to Programmer for reimbursement or reduction of the considerationowed to Licensor.          7.4 Other Agreements. During the term of this Agreement, Licensor will not enter intoany other time brokerage, program provision, local management or similar agreement with any thirdparty.SECTION 8. MISCELLANEOUS          8.1 Right to Assign. Neither this Agreement nor any of the rights, interests orobligations of Licensor hereunder shall be assigned, encumbered, hypothecated or otherwisetransferred without the prior written consent of Licensor, which may be withheld at Licensor’sabsolute discretion.          8.2 Call Letters. Upon request of Programmer and at Programmer’s expense and subjectto the consent of the Licensor, Licensor may apply to the FCC for authority to change the callletters of the Station (with the consent of the FCC) to such call letters that Programmer shallreasonably designate. Licensor must coordinate with Programmer any proposed changes to the callletters of the Station before taking any action to change such letters.          8.3 Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich will be deemed an original but all of which together will constitute one and the sameinstrument. Faxed copies of the Agreement and faxed signature pages shall be binding and effectiveas to all parties and may be used in lieu of the original Agreement, and, in particular, in lieu oforiginal signatures, for any purpose whatsoever.          8.4 Entire Agreement. This Agreement, and the schedules and attachments hereto,embody the entire agreement and understanding of the parties hereto and supersede any and all prioragreements, arrangements and understandings relating to the matters provided for herein.          8.5 Amendment, Modification or Waiver. No amendment, modification or waiver of anyprovision of this Agreement shall be effective unless made in writing and signed by the partieshereto, and any such waiver shall be effective only in the specific instance and for the purposefor which such waiver was given.          8.6 No Waiver; Remedies Cumulative. No failure or delay on the part of Licensor orProgrammer in exercising any right or power under this Agreement shall operate as a waiver thereof,nor shall any single or partial exercise of any such right or power, or any abandonment ordiscontinuance of steps to enforce such a right or power, preclude any other orfurther exercise thereof or the exercise of any other right or power. The rights and remediesof the parties to this Agreement are cumulative and are not exclusive of any right or remedieswhich either may otherwise have.
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          8.7 Taxes. Licensor and Programmer shall each pay its own ad valorem taxes, if any,which may be assessed on such party’s respective personal property for the periods that such itemsare owned by such party. Programmer shall pay all taxes, if any, to which the considerationspecified in Section 1.6 herein is subject, provided that Licensor is responsible for payment ofits own income taxes.          8.8 Certification. Licensee, by the signature of its authorized representative to thisAgreement, certifies that it maintains and it will continue to maintain ultimate control over thestation’s facilities, including specifically ultimate control over the station’s finances,personnel and programming as provided herein. Programmer, by the signature of its authorizedrepresentative to this Agreement, certifies that the arrangement complies with the provisions of §73.3555 of the Commission’s Rules, 47 C.F.R. § 73.3555.          8.9 Attorneys’ Fees. In the event of any dispute between the parties to thisAgreement, Licensor or Programmer, as the case may be, shall reimburse the prevailing party for itsreasonable attorneys’ fees and other costs incurred in enforcing its rights or exercising itsremedies under this Agreement. Such right of reimbursement shall be in addition to any other rightor remedy that the prevailing party may have under this Agreement.          8.10 Headings. The headings are for convenience only and will not control or affectthe meaning or construction of the provisions of this Agreement.          8.11 Notices. All notices, demands and requests required or permitted to be givenunder the provisions of this Agreement shall be (i) in writing, (ii) delivered by personaldelivery, or sent by commercial delivery service or certified mail, return receipt requested, (iii)deemed to have been given on the date telecopied with receipt confirmed, the date of personaldelivery, or the date set forth in the records of the delivery service or on the return receipt,and (iv) addressed as follows:       To Programmer: Mr. Raul Alarcon, Jr.    Spanish Broadcasting System, Inc.    2601 South Bayshore Drive, PHII    Coconut Grove, Florida 33133    Telephone: (305) 441-6901       Copy to: Melanie Montenegro, Esq.    Spanish Broadcasting System, Inc.    2601 South Bayshore Drive, PHII    Coconut Grove, Florida 33133    Telephone: (305) 441-6901
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            To Licensor: Mr. Raul Alarcon, Sr.    c/o South Broadcasting System, Inc.    2601 South Bayshore Drive, PHII    Coconut Grove, Florida 33133    Telephone: (305) 441-6901       Copy to: Barry A. Friedman, Esq.    Thompson Hine, LLP    1920 N Street, N.W.    Suite 800    Washington, D.C. 20036    Telephone: (202) 331-8800or to any such other or additional persons and addresses as the parties may from time to timedesignate in a writing delivered in accordance with this Section 8.11.          8.12 Severability. If any provision of this Agreement or the application thereof toany person or circumstances shall be invalid or unenforceable to any extent, the remainder of thisAgreement and the application of such provision to other persons or circumstances shall not beaffected thereby and shall be enforced to the greatest extent permitted by law. In the event thatthe FCC alters or modifies its Rules in a fashion which would raise substantial and materialquestion as to the validity of any provision of this Agreement, the parties hereto shall negotiatein good faith to revise any such provision of this Agreement with a view toward assuring compliancewith all then existing Rules which may be applicable, while attempting to preserve, as closely aspossible, the intent of the parties as embodied in the provision of this Agreement which is to beso modified.          8.13 Governing Law. The obligations of Licensor and Programmer are subject toapplicable federal, state and local law, rules and regulations, including, but not limited to, theCommunications. The construction and performance of the Agreement will be governed by the laws ofthe State of Florida.          8.14 Specific Performance. The parties recognize that in the event Licensor shouldrefuse to perform under the provisions of this Agreement, monetary damages alone will not beadequate. In the event that Programmer is not itself in material default or breach of thisAgreement, Programmer shall therefore be entitled to obtain specific performance of all terms ofthis Agreement. In the event of any action to enforce this Agreement, Licensor hereby waives thedefense that there is an adequate remedy at law. Licensor shall also have the right to obtainspecific performance of all the terms of this Agreement.          8.15 Arbitration. Except as provided in Section 8.14, any dispute arising out of orrelated to this Agreement that Licensor and Programmer are unable to resolve by themselves shall besettled by arbitration in Florida by a panel of three arbitrators. Licensor and Programmer shalleach designate one disinterested arbitrator and the two arbitrators designated shall select thethird arbitrator. The persons selected as arbitrators need not be professional arbitrators, andpersons such as lawyers, accountants and bankers shall be acceptable. Before
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undertaking to resolve a dispute, each arbitrator shall be duly sworn faithfully and fairly tohear and examine the matters in controversy and to make a just award according to the best of hisor her understanding. The arbitration hearing shall be conducted in accordance with the commercialarbitration rules of the American Arbitration Association. The written decision of a majority ofthe arbitrators shall be final and binding on Licensor and Programmer. The costs and expenses ofthe arbitration proceeding shall be assessed between Licensor and Programmer in a manner to bedecided by a majority of the arbitrators, and the assessment shall be set forth in the decision andaward of the arbitrators. Judgment on the award, if it is not paid within thirty days, may beentered in any court having jurisdiction over the matter. No action at law or in equity based uponany claim arising out of or related to this Agreement shall be instituted in any court by Licensoror Programmer against the other except: (i) an action to compel arbitration pursuant to thisSection; (ii) an action to enforce the award of the arbitration panel rendered in accordance withthis Section; or (iii) a suit for specific performance pursuant to Section 8.14.          8.16 No Joint Venture or Joint Venture. This Agreement is not intended to be andshall not be construed as a partnership or joint venture agreement between the parties. Except asotherwise specifically provided in this Agreement, no party to this Agreement shall be authorizedto act as agent of or otherwise represent any other party to this Agreement.          8.17 Benefit and Assignment. This Agreement shall be binding upon and shall inure tothe benefit of the parties hereto and their respective successors and assigns.[SIGNATURES ON PAGE IMMEDIATELY FOLLOWING]
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year firstabove written.     LICENSOR:    SOUTH BROADCASTING SYSTEM, INC.