NEITHER THE EXECUTION, DELIVERY, AND
PERFORMANCE BY BUYER OF THIS AGREEMENT AND EACH OTHER TRANSACTION DOCUMENT
EXECUTED OR TO BE EXECUTED BY IT IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY, NOR THE CONSUMMATION BY BUYER OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY WILL (WITH OR WITHOUT THE GIVING OF
NOTICE OR THE PASSAGE OF TIME OR BOTH) (A) CONFLICT WITH OR RESULT IN A
VIOLATION OF ANY PROVISION OF, OR CONSTITUTE A BREACH OF OR DEFAULT UNDER, OR
GIVE RISE TO A RIGHT TO IMPOSE ANY FINE OR PENALTY, ANY RIGHT OF TERMINATION,
CANCELLATION, AMENDMENT, MODIFICATION, PAYMENT OR ACCELERATION OR THE LOSS OF A
MATERIAL BENEFIT, UNDER ANY PROVISION OF ANY BOND, DEBENTURE, NOTE, MORTGAGE,
LEASE, LICENSE, FRANCHISE, INDENTURE, OR ANY OTHER CONTRACT OR OTHER INSTRUMENT
OR OBLIGATION TO WHICH BUYER IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES
MAY BE BOUND OR SUBJECT, (B) CONFLICT WITH OR RESULT IN A VIOLATION OF ANY
PROVISION OF THE GOVERNING DOCUMENTS OF BUYER, OR (C) VIOLATE ANY APPLICABLE LAW
BINDING UPON BUYER, OTHER THAN, IN THE CASE OF CLAUSES (A) OR (C) ABOVE, ANY
SUCH CONFLICT, VIOLATION, BREACH, DEFAULT, LOSS OR LIEN AS WOULD NOT PREVENT OR
MATERIALLY DELAY THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
5.5
CONSENTS AND APPROVALS. EXCEPT IN CONNECTION WITH THE FILING OF A
PREMERGER NOTIFICATION REPORT AND ANY OTHER FILINGS REQUIRED UNDER THE HSR ACT,
THE FILING OF THE MERGER CERTIFICATES, OR THE FILING OF THE FCC TRANSFER
APPLICATIONS, NO CONSENT, APPROVAL, ORDER, OR AUTHORIZATION OF, OR DECLARATION,
FILING, OR REGISTRATION WITH, ANY GOVERNMENTAL ENTITY OR OF ANY THIRD PARTY IS
REQUIRED TO BE OBTAINED OR MADE BY BUYER IN CONNECTION WITH THE EXECUTION,
DELIVERY, OR PERFORMANCE BY BUYER OF THIS AGREEMENT, AND THE OTHER TRANSACTION
DOCUMENTS TO WHICH BUYER IS A PARTY OR THE CONSUMMATION BY BUYER OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
5.6
PROCEEDINGS. THERE ARE NO PROCEEDINGS PENDING OR, TO BUYER'S
KNOWLEDGE, THREATENED, IN WHICH BUYER IS OR MAY BE A PARTY AFFECTING THE
EXECUTION AND DELIVERY OF THIS AGREEMENT BY BUYER OR THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY BY BUYER.
5.7
FINANCING. BUYER HAS OBTAINED AND PREVIOUSLY PROVIDED TO PFC THE
DEBT FINANCING COMMITMENT, WHICH IS IN FULL FORCE AND EFFECT AS OF THE DATE
HEREOF (THE "COMMITMENT").
5.8
INVESTMENT EXPERIENCE. BUYER ACKNOWLEDGES THAT IT CAN BEAR THE
ECONOMIC RISK OF ACQUIRING THE COMPANY AND THE SUBSIDIARIES THROUGH THE MERGER,
AND HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT IT
IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE COMPANY
AND SUBSIDIARIES.
5.9
ACCREDITED INVESTOR; INVESTMENT INTENT. BUYER IS AN ACCREDITED
INVESTOR AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT. BUYER IS ACQUIRING
THE COMPANY AND SUBSIDIARIES THROUGH THE MERGER FOR ITS OWN ACCOUNT FOR
INVESTMENT AND NOT WITH A VIEW TO THE SALE OR OTHER DISTRIBUTION (WITHIN THE
MEANING OF THE SECURITIES ACT) OF ANY EQUITY INTERESTS OF BUYER OR SUBSIDIARIES,
EXCEPT IN COMPLIANCE