A BROADCAST TELEVISION STATION IN THE STATE OF
CALIFORNIA, AND THE FCC LICENSES ARE NOT SUBJECT TO ANY CONDITION EXCEPT FOR
CONDITIONS APPLICABLE TO BROADCAST TELEVISION LICENSES GENERALLY OR OTHERWISE
DISCLOSED IN DISCLOSURE SCHEDULE SECTION 3.14(A)(2).
ALL REQUIRED FCC
REGULATORY FEES WITH RESPECT TO THE FCC LICENSES HAVE BEEN PAID.
SELLERS HAS
FILED OR MADE ALL APPLICATIONS, REPORTS, AND OTHER DISCLOSURES REQUIRED BY THE
FCC TO BE FILED OR MADE BY SELLERS WITH RESPECT TO THE STATION IN THE CURRENT
LICENSE TERM.
EXCEPT AS SET FORTH ON DISCLOSURE SCHEDULE SECTION 3.14(A), NONE
OF PARENT OR SELLERS HAVE ANY REASON TO BELIEVE THAT THE FCC WILL NOT RENEW THE
FCC LICENSES IN THE ORDINARY COURSE.
(B)
EXCEPT AS SET FORTH ON DISCLOSURE
SCHEDULE SECTION 3.14(B), THE STATION, INCLUDING BOTH ANALOG CHANNEL 13 AND
DIGITAL CHANNEL 25, IS OPERATING AT FULL POWER AND NOT PURSUANT TO ANY TEMPORARY
WAIVER.
SELLERS HAVE CONSTRUCTED AND ARE OPERATING DTV CHANNEL 25 IN ACCORDANCE
WITH ITS LICENSE FOR THAT CHANNEL.
EXCEPT AS SET FORTH ON DISCLOSURE
SCHEDULE SECTION 3.14(B), SELLERS HAVE NO APPLICATIONS PENDING BEFORE THE FCC
RELATING TO THE OPERATION OF THE STATION.
(C)
EXCEPT AS SET FORTH IN DISCLOSURE
SCHEDULE SECTION 3.14(C), NO QUALIFICATIONS, REGISTRATIONS, FILINGS, PRIVILEGES,
FRANCHISES, LICENSES, PERMITS, APPROVALS OR AUTHORIZATIONS OF ANY GOVERNMENTAL
AUTHORITY OTHER THAN THE FCC LICENSES ARE REQUIRED TO OWN AND OPERATE THE
STATION AS A TELEVISION BROADCAST STATION IN SUBSTANTIALLY THE SAME MANNER AS
THE STATION IS BEING OPERATED AS OF THE DATE HEREOF AND THE CLOSING DATE.
(D)
EXCEPT AS SET FORTH ON DISCLOSURE
SCHEDULE SECTION 3.14(D)(1), SELLERS HAVE OPERATED THE STATION, ITS PHYSICAL
FACILITIES, ELECTRICAL AND MECHANICAL SYSTEMS AND TRANSMITTING AND STUDIO
EQUIPMENT SUBSTANTIALLY IN COMPLIANCE WITH THE COMMUNICATIONS ACT AND THE FCC
LICENSES.
TO THE KNOWLEDGE OF SELLERS, ALL ANTENNA SUPPORT STRUCTURES USED IN
THE OPERATION OF THE STATIONS HAVE BEEN REGISTERED WITH THE FCC, IF REGISTRATION
IS REQUIRED, AND COMPLY WITH ALL OTHER REQUIREMENTS OF THE FCC AND THE FEDERAL
AVIATION ADMINISTRATION.
EXCEPT AS SET FORTH IN DISCLOSURE
SCHEDULE SECTION 3.14(D) (2), TO THE KNOWLEDGE
25
OF SELLERS, THERE ARE NO APPLICATIONS, PETITIONS, COMPLAINTS, PROCEEDINGS OR
OTHER ACTIONS PENDING OR THREATENED BEFORE THE FCC RELATING TO THE STATION,
OTHER THAN PROCEEDINGS AFFECTING THE BROADCAST TELEVISION INDUSTRY GENERALLY.
(E)
SELLERS ARE QUALIFIED UNDER THE
COMMUNICATIONS ACT TO ASSIGN THE FCC LICENSES TO BUYER.
TO THE KNOWLEDGE OF
SELLERS, THERE IS NO FACT OR CIRCUMSTANCE RELATING TO THE STATION OR EITHER
SELLER OR ANY OF THEIR AFFILIATES THAT WOULD CAUSE THE FCC TO DENY THE FCC
APPLICATIONS.
EXCEPT AS SET FORTH ON DISCLOSURE SCHEDULE SECTION 3.14(E), NONE
OF PARENT OR SELLERS HAVE ANY REASON TO BELIEVE THAT THE FCC APPLICATIONS MIGHT
BE CHALLENGED OR MIGHT NOT BE GRANTED BY THE FCC IN THE ORDINARY COURSE DUE TO
ANY FACT OR CIRCUMSTANCE RELATING TO THE SELLERS' OPERATION OF THE STATION OR
EITHER OF SELLERS OR ANY OF THEIR AFFILIATES.
SECTION 3.15
CABLE AND SATELLITE MATTERS
(A)
DISCLOSURE SCHEDULE SECTION 3.15(A)
CONTAINS A LIST, INCLUDING CHANNEL