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SEC Filings

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      (x) challenging or questioning the legal right of a member of the Company
      Group to distribute the Signals, own or operate any System or to own,
      operate or use any FCC licensed or registered facility owned, operated
      and/or used by the Company Group in conjunction with the Company Group's
      operation of any System or (y) requiring any System to carry a television
      broadcast signal or to terminate carriage of a television broadcast signal
      with which the Company Group has not complied, and (iii) except as
      disclosed in Schedule 5.16(B), the Company Group has complied with all
      written and bona fide requests or demands received from television
      broadcast stations to carry or to terminate carriage of a television
      broadcast signal on a System, including, without limitation, all
      retransmission consent agreements to which any member of the Company Group
      is a party.

            (c) The Company Group is in compliance with the applicable
      Cumulative Leakage Index and Equal Employment Opportunity requirements of
      the FCC.

            (d) The Company Group has deposited with the United States Copyright
      Office all statements of account and other documents and instruments, and
      has paid all such royalties, supplemental royalties, fees and other sums
      to the United States Copyright Office with respect to the business and
      operations of the Systems as are required under the Copyright Act to
      obtain, hold and maintain the compulsory license for CATV systems
      prescribed in Section 111 of the Copyright Act. The Company Group and the
      Systems are in material compliance with the Copyright Act and the rules
      and regulations of the Copyright Office. The Company Group and the Systems
      are entitled to hold and do hold the compulsory copyright license
      described in Section 111 of the Copyright Act, which compulsory copyright
      license is in full force and effect and has not been revoked, canceled,
      encumbered or adversely affected in any manner. The carriage, transmission
      or use of the Signals has not and does not subject the Systems or any
      Company Group member to any FCC proceedings or any suits or actions,
      including without limitation, suits or actions for copyright infringement.

            (e) All necessary FAA and FCC approvals and registrations have been
      obtained and/or filed with respect to the height and location of those
      towers owned by the Company or the appropriate member of the Company
      Group, and those towers are being operated in material compliance with
      applicable FCC and FAA rules.

            (f) There is no inquiry, claim, action or demand pending before the
      United States Copyright Office or the Copyright Royalty Tribunal which
      questions the copyright filings or payments made by any Company Group
      member with respect to the Systems other than routine inquiries or
      proposed corrections. The Company will provide Buyer with copies of any
      and all additional inquiries, claims, actions or demands during the period
      between the date of this Agreement and the Closing Date.

            (g) Copies of all aeronautical frequency notices filed with the FCC
      with respect to the Systems have been delivered to Buyer.