FCC Consent. The LP owns and operates the radio stations (the “Stations”) set forth on [Schedule 1.4] attached hereto pursuant to the permits, licenses and authorizations issued by the Federal Communications Commission (the “FCC”) and set forth on [Schedule 1.4] (together with all renewals or modifications thereof between the date hereof and the Closing Date, the “FCC Licenses”). Within five (5) business days of the date of this Agreement, the Parties shall cause to be filed an application or applications with the FCC (collectively, the “FCC Application”) requesting the FCC’s consent to the transfer of control of the FCC Licenses contemplated by this Agreement, including a request for waiver to maintain the LP’s grandfathered ownership under the FCC’s multiple ownership rules. The Parties shall diligently prosecute the FCC Application and otherwise use their commercially reasonable efforts to obtain the FCC Consent as soon as possible, including the timely filing of oppositions to any petition to deny, informal objection or other objection to the FCC Application. Each Party shall use its commercially reasonable efforts to # cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry by any Governmental Authority, including any proceeding initiated by a private party, # keep the other Party informed in all material respects of any material communications received by such Party from, or given by such Party to, the FCC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party relating to the FCC Application, and # permit the other Party to review any material non-confidential communication given by it to another Person, and consult with each other in advance of and be permitted to attend any meeting or conference with the FCC or any other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, in each case regarding any of the transactions contemplated by this Agreement. The filing fees for the FCC Consent shall be paid for by the LP.

FCC Consent. The FCC Consent shall have been obtained without the imposition of any condition materially adverse to Emmis, as seller of the Purchased Interests, except those that are customary in the transfer of control of FCC licenses generally.

FCC Compliance. Manager shall be responsible for all obligations imposed under the FCC Laws in connection with the operation of the FCC Spectrum. Manager will also retain the primary responsibility for complying with the obligations under the Spectrum Leases as lessee of such spectrum. Manager will be the sole interface with the FCC on all matters directly relating to the FCC Spectrum; provided, however, that nothing contained herein shall restrict Purchaser from interfacing with the FCC on matters relating to the FCC's approval of Purchaser as a lessee or sublessee of the FCC Spectrum. Purchaser may request to accompany Manager to any meetings with the FCC which involve or relate to the Business or the FCC Spectrum as it relates to Purchaser’s applications to utilize such spectrum.

“FCC Consent” means the action or actions by the FCC granting or approving the FCC Application.

Control of FCC Spectrum. Notwithstanding any other provision of this Agreement, during the Term of this Agreement, Manager will have sole control over the FCC Spectrum. This Agreement: # does not and will not vest in Purchaser, or constitute, create or have the effect of constituting or creating, de facto or de jure control, direct or indirect, over Manager or the FCC Spectrum, and # does not and will not constitute the transfer, assignment, or disposition in any manner, voluntary or involuntary, directly or indirectly, of the FCC Spectrum within the meaning of Section 310(d) of the Communications Act for spectrum leasing purposes. During the Term of this Agreement, Purchaser will not take any action inconsistent with or contrary to the Manager's de facto control of the FCC spectrum as defined by the FCC Laws nor will it hold itself out to the public as the [[Organization D:Organization]] of, or having any rights to or ownership in, the FCC Spectrum.

Consent. In reliance upon the representations and warranties of the Borrowers set forth in this Seventh Amendment, notwithstanding anything to the contrary in the Credit Agreement, Lender hereby consents to the Canadian Borrowers making a draw on or around the date hereof under the Canadian Revolving Credit Facility (under the amended definition as provided herein) which proceeds shall be used to pay down a portion of the outstanding US Obligations under the US Revolving Credit Facility (the "Credit Facility Pay Down Consent"). This consent only pertains to the Credit Facility Pay Down Consent and shall not be deemed to constitute a waiver or consent to any other matter except as specifically set forth herein.

Consent. If the value of the Pre-Retirement Survivor Annuity derived from Employer and Employee contributions does not exceed $5,000, the Administrator shall direct the distribution of such amount to the Participant's Spouse in a single lump -sum as soon as practicable. No distribution may be made under the preceding sentence after the Annuity Starting Date unless the Sp ouse consents in writing (or in such other form as permitted by the IRS). If the value exceeds $5,000, an immediate distribution of the ent ire amount may be made to the surviving Spouse, provided such surviving Spouse consents in writing (or in such other form as permitted by the IRS) to such distribution. Any consent required under this paragraph must be obtained not more than one -hundred eighty (180) days (ninety (90) days for Plan Years beginning before January 1, 2007) before commencement of the distrib ution and shall be made in a manner consistent with Section 6.5(a)(2).

Consent. By its signature on the participation agreement, the Terminated Employer specificall y consents to the provisions of this

Consent. Under the terms of the Mangrove Subordinated Note, the first payment of principal in an amount equal to $3,000,000 is due and payable on March 18, 2017, and the second payment of the remaining principal balance, together with all accrued and unpaid interest, is due on March 18, 2018 (such second payment, the “Second Payment”). The Second Payment would not be permitted to be made prior to March 18, 2018 under Section 6.4 (Disposal of Assets) of the Credit Agreement, [Section 6.6] (Prepayments and Amendments) of the Credit Agreement, or under the Mangrove Subordination Agreement because such payment constitutes a prepayment of the Indebtedness owing under the Mangrove Subordinated Note, and because such payment does not constitute a “Permitted Disposition” under [clause (r)] of the definition thereof. In light of the foregoing, Borrower has requested that Agent and the Lenders consent to the making of the Second Payment in connection with the Mangrove Note Payoff, notwithstanding the limitations described above.

Landlord's Consent. Landlord shall not unreasonably withhold, condition or delay its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. Landlord shall approve or disapprove of any proposed Transfer within fifteen (15) business days after receipt of a complete Transfer Notice. If Landlord fails to respond within such fifteen (15) business day period, then Tenant may send Landlord a reminder notice setting forth such failure containing the following sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: “LANDLORD’S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE # BUSINESS DAYS SHALL RESULT IN LANDLORD’S DEEMED APPROVAL OF TENANT’S REQUEST FOR TRANSFER” (the “ XE "Transfer Reminder Notice" Transfer Reminder Notice”). Any such Transfer Reminder Notice shall include a complete copy of Tenant’s Transfer Notice. If Landlord fails to respond within five (5) business days after receipt of a Transfer Reminder Notice, then Tenant’s Transfer for which Tenant requested Landlord’s approval shall be deemed approved by Landlord. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any Applicable Law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply: