Common use of Credit Documents Clause in Contracts

Credit Documents. The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals after the Closing Date) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement; (ii) a Note or Notes duly executed by the Borrower in favor of each Lender requesting a Note at least three Business Days in advance of the Closing Date; (iii) executed counterparts of the Intercreditor Agreement Among Group Lenders; (iv) the Security Agreement and each other Security Document set forth on Schedule 4.01A required to be executed on the Closing Date as indicated on such Schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Security Documents or except to the extent that the Security Documents provide that such documents shall be delivered to other Persons as set forth therein): (A) certificates, if any, representing the pledged equity referred to therein accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; and (C) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent and Collateral Agent have been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; provided that if the requirements hereof (other than (a) the execution of each Security Document set forth on Schedule 4.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the Equity Interests of (i) the Borrower and (ii) each direct Wholly-Owned Subsidiary of the Borrower that is organized in the United States and constitutes a Material Subsidiary and (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code) are not satisfied as of the Closing Date after the Borrower’s use of commercially reasonable efforts without undue burden or expense to do so, the satisfaction of such requirements shall not be a condition to the occurrence of the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Section 6.11); (i) a copy of the Organization Documents, including all amendments thereto, of the Loan Parties, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Law (where relevant) of the Loan Parties as of a recent date from the Closing Date, from such Secretary of State, similar Governmental Authority or other competent authority and (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of the applicable Loan Parties dated the Closing Date and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of the Loan Parties as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Loan Parties authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Loan Parties have not been amended since the date of the last amendment shown on such certificate and (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of the Loan Parties and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (ii) above; (i) a customary opinion of Xxxxxxxx & Xxxxx LLP, counsel for the Borrower and the other Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (ii) [Reserved] and (iii) a customary opinion of Xxxxx Xxxx, LLP, special FCC counsel for the Borrower and the other Loan Parties in form and substance reasonably satisfactory to the Administrative Agent; (vii) a certificate signed by a Responsible Officer of the Borrower certifying that, to the knowledge of the Borrower, the conditions set forth in Section 4.01(f) have been satisfied; (viii) the Solvency Certificate signed by the chief financial officer of the Borrower; and (ix) a funding indemnity letter with respect to Borrowings of Revolving Credit Loans on the Closing Date.

Credit Documents. The Administrative Agent’s receipt Agent shall have received fully executed copies of the followingthis Agreement and each other Credit Document, each of which shall be originals or facsimiles (followed promptly by originals after the Closing Date) unless otherwise specifiedincluding, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agentwithout limitation: (i) the Pledge Agreement, dated the Closing Date, duly executed counterparts and delivered by the Obligors and the other parties thereto, together with the Control Agreements and/or the certificates evidencing all of this the issued and outstanding Capital Securities pledged pursuant to the Pledge Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank and any applicable UCC financing statements; (ii) a Note or Notes duly executed by the Borrower in favor of each Lender requesting a Note at least three Business Days in advance of Security Agreement, dated the Closing Date;, duly executed and delivered by the Obligors, and UCC financing statements (Form UCC-1) naming each Obligor as a debtor and the Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or desirable to perfect the security interests of the Agent pursuant to the Security Agreement; and (iii) executed counterparts the Agent and its counsel shall be satisfied that the Lien granted to the Agent, for the benefit of the Intercreditor Agreement Among Group Lenders; Secured Parties in the Collateral is a first priority (ivor local equivalent thereof) the Security Agreement and each other Security Document set forth on Schedule 4.01A required to be executed on the Closing Date as indicated on such Schedule, duly executed by each Loan Party party thereto, together with security interest (except as provided for Liens permitted by Section 10.3 hereof); and no Lien exists on any of the Collateral described above other than the Lien created in such Security Documents or favor of the Agent, for the benefit of the Secured Parties, pursuant to a Credit Document (except to the extent that the Security Documents provide that such documents for Liens permitted by Section 10.3 hereof) and shall be delivered to other Persons as set forth therein):have received: (A) certificatescopies of UCC termination statements (Form UCC-3), if any, representing necessary to release all Liens and other rights of any Person in any collateral securing the pledged equity referred to therein accompanied by undated stock powers executed in blank and Obligations, together with such other UCC termination statements (if applicableForm UCC-3) instruments evidencing as the pledged debt referred to therein endorsed in blank;Agent may reasonably request from any Obligor; and (B) evidence that copies of lien, tax, judgment and bankruptcy search reports, listing any liens and all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; and (C) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent and Collateral Agent have been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; provided that if the requirements hereof (other than (a) the execution of each Security Document set forth on Schedule 4.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the Equity Interests of (i) the Borrower and (ii) each direct Wholly-Owned Subsidiary of the Borrower that is organized in the United States and constitutes a Material Subsidiary and (c) delivery of Uniform Commercial Code effective financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement which name any Obligor (under the Uniform Commercial Code) are not satisfied as of the Closing Date after the Borrower’s use of commercially reasonable efforts without undue burden or expense to do so, the satisfaction of such requirements shall not be a condition to the occurrence of the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date its present name and in any event within the period specified therefor in Section 6.11); (i) a copy of the Organization Documents, including all amendments thereto, of the Loan Parties, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Law (where relevant) of the Loan Parties as of a recent date from the Closing Date, from such Secretary of State, similar Governmental Authority or other competent authority and (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of the applicable Loan Parties dated the Closing Date and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of the Loan Parties as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Loan Parties authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Loan Parties have not been amended since the date of the last amendment shown on such certificate and (Dprevious names) as to (if applicable) the incumbency and specimen signature of each officer executing a debtor, together with copies any Loan Document on behalf of the Loan Parties and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (ii) above; (i) a customary opinion of Xxxxxxxx & Xxxxx LLP, counsel for the Borrower and the other Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (ii) [Reserved] and (iii) a customary opinion of Xxxxx Xxxx, LLP, special FCC counsel for the Borrower and the other Loan Parties in form and substance reasonably satisfactory to the Administrative Agent; (vii) a certificate signed by a Responsible Officer of the Borrower certifying that, to the knowledge of the Borrower, the conditions set forth in Section 4.01(f) have been satisfied; (viii) the Solvency Certificate signed by the chief financial officer of the Borrower; and (ix) a funding indemnity letter with respect to Borrowings of Revolving Credit Loans on the Closing Datesuch financing statements.

Credit Documents. The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals after the Closing Date) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement; (ii) a Note or Notes duly executed by the Borrower in favor of each Lender requesting a Note at least three Business Days in advance of the Closing Date; (iii) executed counterparts of the Intercreditor Agreement Among Group Lenders; (iv) the Security Agreement and each other Security Document set forth on Schedule 4.01A required to be executed on the Closing Date as indicated on such Schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Security Documents or except to the extent that the Security Documents provide that such documents shall be delivered to other Persons as set forth therein): (A) certificates, if any, representing the pledged equity referred to therein accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; and (C) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent and Collateral Agent have been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; provided that if the requirements hereof (other than (a) the execution of each Security Document set forth on Schedule 4.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the Equity Interests of (i) the Borrower and (ii) each direct Wholly-Owned Subsidiary of the Borrower that is organized in the United States and constitutes a Material Subsidiary and (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code) are not satisfied as of the Closing Date after the Borrower’s use of commercially reasonable efforts without undue burden or expense to do so, the satisfaction of such requirements shall not be a condition to the occurrence of the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Section 6.11); (i) a copy of the Organization Documents, including all amendments thereto, of the Loan Parties, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Law (where relevant) of the Loan Parties as of a recent date from the Closing Date, from such Secretary of State, similar Governmental Authority or other competent authority and (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of the applicable Loan Parties dated the Closing Date and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of the Loan Parties as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Loan Parties authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Loan Parties have not been amended since the date of the last amendment shown on such certificate and (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of the Loan Parties and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (ii) above; (i) a customary opinion of Pillsbury Xxxxxxxx & Xxxxx Xxxx Xxxxxxx LLP, counsel for the Borrower and the other Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (ii) [Reserved] ], and (iii) a customary opinion of Xxxxx Xxxx, Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, special FCC counsel for the Borrower and the other Loan Parties in form and substance reasonably satisfactory to the Administrative Agent; (vii) a certificate signed by a Responsible Officer of the Borrower certifying that, to the knowledge of the Borrower, the conditions set forth in Section 4.01(f) have been satisfied; (viii) the Solvency Certificate signed by the chief financial officer of the Borrower; and (ix) a funding indemnity letter with respect to Borrowings of Revolving Credit Loans and Term A Loans on the Closing Date.

Credit Documents. The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals after the Closing Date) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement; (ii) a Note or Notes duly executed by the Borrower in favor of each Lender requesting a Note at least three Business Days in advance of the Closing Date; (iii) executed counterparts of the Intercreditor Agreement Among Group Lenders; (iv) the Security Agreement and each other Security Document set forth on Schedule 4.01A required to be executed on the Closing Date as indicated on such Schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Security Documents or except to the extent that the Security Documents provide that such documents shall be delivered to other Persons as set forth therein): (A) certificates, if any, representing the pledged equity referred to therein accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; and (C) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent and Collateral Agent have been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; provided that if the requirements hereof (other than (a) the execution of each Security Document set forth on Schedule 4.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the Equity Interests of (i) the Borrower and (ii) each direct Wholly-Owned Subsidiary of the Borrower that is organized in the United States and constitutes a Material Subsidiary and (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code) are not satisfied as of the Closing Date after the Borrower’s use of commercially reasonable efforts without undue burden or expense to do so, the satisfaction of such requirements shall not be a condition to the occurrence of the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Section 6.11); (i) a copy of the Organization Documents, including all amendments thereto, of the Loan Parties, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Law (where relevant) of the Loan Parties as of a recent date from the Closing Date, from such Secretary of State, similar Governmental Authority or other competent authority and (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of the applicable Loan Parties dated the Closing Date and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of the Loan Parties as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Loan Parties authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Loan Parties have not been amended since the date of the last amendment shown on such certificate and (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of the Loan Parties and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (ii) above; (i) a customary opinion of Xxxxxxxx & Xxxxx LLP, counsel for the Borrower and the other Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (ii) [Reserved] and (iii) a customary opinion of Xxxxx Xxxx, LLP, special FCC counsel for the Borrower and the other Loan Parties in form and substance reasonably satisfactory to the Administrative Agent; (vii) ; a certificate signed by a Responsible Officer of the Borrower Nexstar Media certifying that, to the knowledge of the BorrowerNexstar Media, the conditions set forth in Section 4.01(fSections 4.01(e) and (f) have been satisfied; (viii) ; the Solvency Certificate signed by the chief financial officer of the BorrowerNexstar Media; and (ix) and a funding indemnity letter with respect to Borrowings of Revolving Credit Loans and Term A Loans on the Closing Date.

Credit Documents. The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals after the Closing Date) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement; (ii) a Note or Notes duly executed by the Borrower in favor of each Lender requesting a Note at least three Business Days in advance of the Closing Date; (iii) executed counterparts of the Intercreditor Agreement Among Group Lenders; (iv) the Security Agreement and each other Security Document set forth on Schedule 4.01A required to be executed on the Closing Date as indicated on such Schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Security Documents or except to the extent that the Security Documents provide that such documents shall be delivered to other Persons as set forth therein): (A) certificates, if any, representing the pledged equity referred to therein accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; and (C) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent and Collateral Agent have been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; provided that if the requirements hereof (other than (a) the execution of each Security Document set forth on Schedule 4.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the Equity Interests of (i) the Borrower and (ii) each direct Wholly-Owned Subsidiary of the Borrower that is organized in the United States and constitutes a Material Subsidiary and (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code) are not satisfied as of the Closing Date after the Borrower’s use of commercially reasonable efforts without undue burden or expense to do so, the satisfaction of such requirements shall not be a condition to the occurrence of the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Section 6.11); (i) a copy of the Organization Documents, including all amendments thereto, of the Loan Parties, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Law (where relevant) of the Loan Parties as of a recent date from the Closing Date, from such Secretary of State, similar Governmental Authority or other competent authority and (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of the applicable Loan Parties dated the Closing Date and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of the Loan Parties as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Loan Parties authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Loan Parties have not been amended since the date of the last amendment shown on such certificate and (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of the Loan Parties and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (ii) above; (i) a customary opinion of Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP, counsel for the Borrower and the other Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (ii) [Reserved] and (iii) a customary opinion of Xxxxx Wxxxx Xxxx, LLP, special FCC counsel for the Borrower and the other Loan Parties in form and substance reasonably satisfactory to the Administrative Agent; (vii) ; a certificate signed by a Responsible Officer of the Borrower Nexstar Media certifying that, to the knowledge of the BorrowerNexstar Media, the conditions set forth in Section 4.01(fSections 4.01(e) and (f) have been satisfied; (viii) ; the Solvency Certificate signed by the chief financial officer of the BorrowerNexstar Media; and (ix) and a funding indemnity letter with respect to Borrowings of Revolving Credit Loans and Term A Loans on the Closing Date.

Credit Documents. The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals after the Closing Date) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement; (ii) a Note or Notes duly executed by the Borrower in favor of each Lender requesting a Note at least three Business Days in advance of the Closing Date; (iii) executed counterparts of the Intercreditor Agreement Among Group Lenders; (iv) the Security Agreement and each other Security Document set forth on Schedule 4.01A required to be executed on the Closing Date as indicated on such Schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Security Documents or except to the extent that the Security Documents provide that such documents shall be delivered to other Persons as set forth therein): (A) certificates, if any, representing the pledged equity referred to therein accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; and (C) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent and Collateral Agent have been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; provided that if the requirements hereof (other than (a) the execution of each Security Document set forth on Schedule 4.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the Equity Interests of (i) the Borrower and (ii) each direct Wholly-Owned Subsidiary of the Borrower that is organized in the United States and constitutes a Material Subsidiary and (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code) are not satisfied as of the Closing Date after the Borrower’s use of commercially reasonable efforts without undue burden or expense to do so, the satisfaction of such requirements shall not be a condition to the occurrence of the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Section 6.11); (v) (i) a copy of the Organization Documents, including all amendments thereto, of the Loan Parties, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Law (where relevant) of the Loan Parties as of a recent date from the Closing Date, from such Secretary of State, similar Governmental Authority or other competent authority and (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of the applicable Loan Parties dated the Closing Date and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of the Loan Parties as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Loan Parties authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Loan Parties have not been amended since the date of the last amendment shown on such certificate and (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of the Loan Parties and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (ii) above; (i) a customary opinion of Xxxxxxxx & Xxxxx LLP, counsel for the Borrower and the other Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (ii) [Reserved] a customary opinion of Xxxxxx X. Xxxxx, P.C., counsel for the Borrower and the other Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, and (iii) a customary opinion of Xxxxx Xxxx, LLP, special FCC counsel for the Borrower and the other Loan Parties in form and substance reasonably satisfactory to the Administrative Agent; (vii) a certificate signed by a Responsible Officer of the Borrower certifying that, to the knowledge of the Borrower, the conditions set forth in Section 4.01(f) have been satisfied; (viii) the Solvency Certificate signed by the chief financial officer of the Borrower; and (ix) a funding indemnity letter with respect to Borrowings of Revolving Credit Loans and Term A Loans on the Closing Date.

Credit Documents. The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals after the Closing Date) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement; (ii) a Note or Notes duly executed by the Borrower in favor of each Lender requesting a Note at least three Business Days in advance of the Closing Date; (iii) executed counterparts of the Intercreditor Agreement Among Group Lenders; (iv) the Security Agreement and each other Security Document set forth on Schedule 4.01A required to be executed on the Closing Date as indicated on such Schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Security Documents or except to the extent that the Security Documents provide that such documents shall be delivered to other Persons as set forth therein): (A) certificates, if any, representing the pledged equity referred to therein accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; and (C) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent and Collateral Agent have been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; provided that if the requirements hereof (other than (a) the execution of each Security Document set forth on Schedule 4.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the Equity Interests of (i) the Borrower and (ii) each direct Wholly-Owned Subsidiary of the Borrower that is organized in the United States and constitutes a Material Subsidiary and (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code) are not satisfied as of the Closing Date after the Borrower’s use of commercially reasonable efforts without undue burden or expense to do so, the satisfaction of such requirements shall not be a condition to the occurrence of the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Section 6.11); (i) a copy of the Organization Documents, including all amendments thereto, of the Loan Parties, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Law (where relevant) of the Loan Parties as of a recent date from the Closing Date, from such Secretary of State, similar Governmental Authority or other competent authority and (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of the applicable Loan Parties dated the Closing Date and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of the Loan Parties as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Loan Parties authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Loan Parties have not been amended since the date of the last amendment shown on such certificate and (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of the Loan Parties and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (ii) above; (vi) (i) a customary opinion of Xxxxxxxx & Xxxxx LLP, counsel for the Borrower and the other Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (ii) [Reserved] and (iii) a customary opinion of Xxxxx Xxxx, LLP, special FCC counsel for the Borrower and the other Loan Parties in form and substance reasonably satisfactory to the Administrative Agent; (vii) a certificate signed by a Responsible Officer of the Borrower Nexstar Media certifying that, to the knowledge of the BorrowerNexstar Media, the conditions set forth in Section 4.01(fSections 4.01(e) and (f) have been satisfied; (viii) the Solvency Certificate signed by the chief financial officer of the BorrowerNexstar Media; and (ix) a funding indemnity letter with respect to Borrowings of Revolving Credit Loans and Term A Loans on the Closing Date.

Credit Documents. The Administrative Agent’s receipt of the followingAgent shall have received, each of which shall be originals or facsimiles (followed promptly by originals after the Closing Dateoriginals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, Party each in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) executed counterparts of this Agreement, duly executed and delivered by each of the Banks, the L/C Issuers, API, the Borrower, the Administrative Agent and the Collateral Agent; (ii) executed counterparts of the API Limited Recourse Guaranty, the Subsidiary Guaranty, the General Security Agreement and the API Security Agreement, duly executed and delivered by each Loan Party party thereto and the Collateral Agent or Administrative Agent, as applicable; (iii) a Note or Notes duly executed by the Borrower in favor of each Lender requesting Bank that has requested a Note at least three two Business Days in advance of the Closing Effective Date; (iii) executed counterparts of the Intercreditor Agreement Among Group Lenders; (iv) the Security Agreement and each other Security Document set forth on Schedule 4.01A required to be executed on the Closing Date as indicated on such Schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Security Documents or except to the extent that the Security Documents provide that such documents shall be delivered to other Persons as set forth therein): (A) certificates, if any, representing the pledged equity Pledged Equity referred to therein accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed Pledged Debt indorsed in blank; (Bv) executed counterparts of the Perfection Certificate; (vi) evidence that all other actions, recordings and filings that the Administrative Agent or and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and the Collateral Agent; and; (Cvii) evidence that all material insurance required to be maintained pursuant to the Loan Credit Documents has been obtained and is in effect and that the Administrative Agent and Collateral Agent have has been named as loss payee and and/or additional insured insured, as applicable, under each United States insurance policy with respect to such insurance as to which the Administrative Collateral Agent shall have requested to be so named; provided that if the requirements hereof (other than (a) the execution of each Security Document set forth on Schedule 4.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the Equity Interests of including (i) the Borrower and standard flood hazard determination forms with respect to each Mortgaged Property and, (ii) each direct Wholly-Owned Subsidiary if any Mortgaged Property is located in a special flood hazard area, (x) notices to (and confirmations of receipt by) the Borrower that is organized in as to the United States and constitutes a Material Subsidiary and (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing existence of a financing statement under the Uniform Commercial Code) are not satisfied as of the Closing Date after the Borrower’s use of commercially reasonable efforts without undue burden or expense to do so, the satisfaction of such requirements shall not be a condition to the occurrence of the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Section 6.11); (i) a copy of the Organization Documents, including all amendments thereto, of the Loan Parties, certifiedspecial flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (y) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of a recent date 1994 or as otherwise required by the Secretary of State Administrative Agent or other competent authority of the state of its organizationCollateral Agent (collectively, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Law (where relevant) of the Loan Parties as of a recent date from the Closing Date, from such Secretary of State, similar Governmental Authority or other competent authority and (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of the applicable Loan Parties dated the Closing Date and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of the Loan Parties as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Loan Parties authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party “Flood Compliance Documents”); and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Loan Parties have not been amended since the date of the last amendment shown on such certificate and (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of the Loan Parties and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (ii) above; (i) a customary opinion of Xxxxxxxx & Xxxxx LLP, counsel for the Borrower and the other Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (ii) [Reserved] and (iii) a customary opinion of Xxxxx Xxxx, LLP, special FCC counsel for the Borrower and the other Loan Parties in form and substance reasonably satisfactory to the Administrative Agent; (vii) a certificate signed by a Responsible Officer of the Borrower certifying that, to the knowledge of the Borrower, the conditions set forth in Section 4.01(f) have been satisfied; (viii) the Solvency Certificate signed copies of a recent Lien and judgment searches in each jurisdiction reasonably requested by the chief financial officer of Administrative Agent or the Borrower; and (ix) a funding indemnity letter Collateral Agent with respect to Borrowings of Revolving Credit Loans on the Closing Date.Loan Parties;

Credit Documents. The Administrative Agent’s receipt Agent or the Collateral Trustee, as applicable, shall have received: (a) this Agreement, executed and delivered by a duly authorized officer of the followingBorrower and each Lender; (b) the Guarantee, each of which shall be originals or facsimiles (followed promptly by originals after the Closing Date) unless otherwise specified, each properly executed and delivered by a Responsible Officer duly authorized officer of each Guarantor; (c) the Pledge Agreement, executed and delivered by a duly authorized officer of each grantor party thereto; (d) the Security Agreement, executed and delivered by a duly authorized officer of each grantor party thereto; (e) (i) the Copyright Security Agreement, (ii) the Patent Security Agreement and (iii) Trademark Security Agreement, in each case, executed and delivered by a duly authorized officer of each grantor party thereto; (f) a fully executed copy of the signing Loan PartyThird Amended and Restated Intercreditor Agreement, each dated as of November 9, 2012, among the Borrower, the guarantors party thereto, Bank of America, N.A. in its capacity as collateral agent for the Revolving Credit Lenders referenced therein and U.S. Bank National Association, in its capacity as collateral trustee for the Lenders shall have been amended in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement; (ii) a Note or Notes duly executed by the Borrower in favor of each Lender requesting a Note at least three Business Days in advance of the Closing Date; (iii) executed counterparts of the Intercreditor Agreement Among Group Lenders; (iv) the Security Agreement and each other Security Document set forth on Schedule 4.01A required to be executed on the Closing Date as indicated on such Schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Security Documents or except to the extent that the Security Documents provide that such documents shall be delivered to other Persons as set forth therein): (A) certificates, if any, representing the pledged equity referred to therein accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; and (C) evidence that with all insurance required to be maintained pursuant conditions to the Loan Documents has effectiveness of the Intercreditor Agreement satisfied or the fulfillment of any such conditions shall have been obtained and is in effect and that waived with the consent of the Administrative Agent and Collateral Agent have been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which if the Administrative Agent shall have requested to be so named; provided reasonably determined that if the requirements hereof (other than (a) the execution of each Security Document set forth on Schedule 4.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the Equity Interests of (i) the Borrower and (ii) each direct Wholly-Owned Subsidiary of the Borrower that waiver is organized in the United States and constitutes a Material Subsidiary and (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code) are not satisfied as of the Closing Date after the Borrower’s use of commercially reasonable efforts without undue burden or expense to do so, the satisfaction of such requirements shall not be a condition materially adverse to the occurrence of the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Section 6.11)Lenders; (ig) a A fully executed copy of the Organization Documents, including all amendments thereto, of the Loan Parties, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Law (where relevant) of the Loan Parties as of a recent date from the Closing Date, from such Secretary of State, similar Governmental Authority or other competent authority and (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of the applicable Loan Parties dated the Closing Date and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of the Loan Parties as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Loan Parties authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Loan Parties have not been amended since the date of the last amendment shown on such certificate and (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of the Loan Parties and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (ii) aboveCollateral Trust Agreement; (ih) a customary opinion fully executed copy of Xxxxxxxx & Xxxxx LLP, counsel for an amendment to the Borrower and Revolving Credit Agreement executed by the other Loan Partiesparties thereto, in form and substance reasonably satisfactory to the Administrative Agent, (ii) [Reserved] and (iii) a customary opinion of Xxxxx Xxxx, LLP, special FCC counsel for the Borrower and the other Loan Parties in form and substance reasonably satisfactory with all conditions to the Administrative Agent; (vii) a certificate signed by a Responsible Officer effectiveness of such amendment satisfied or the fulfillment of any such conditions shall have been waived with the consent of the Borrower certifying that, Administrative Agent if the Administrative Agent shall have reasonably determined that such waiver is not materially adverse to the knowledge of the Borrower, the conditions set forth in Section 4.01(f) have been satisfied; (viii) the Solvency Certificate signed by the chief financial officer of the BorrowerLenders; and (ixi) a funding indemnity letter with respect Note executed by the Borrower in favor of each Lender that requests a Note at least two Business Days prior to Borrowings of Revolving Credit Loans on the Closing Date.

Credit Documents. The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals after the Closing Date) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement; (ii) a Note or Notes duly executed by the Borrower in favor of each Lender requesting a Note at least three Business Days in advance of the Closing Date; (iii) executed counterparts of the Intercreditor Agreement Among Group Lenders; (iv) the Security Agreement and each other Security Document set forth on Schedule 4.01A required to be executed on the Closing Date as indicated on such Schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Security Documents or except to the extent that the Security Documents provide that such documents shall be delivered to other Persons as set forth therein): (A) certificates, if any, representing the pledged equity referred to therein accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; and (C) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent and Collateral Agent have been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; provided that if the requirements hereof (other than (a) the execution of each Security Document set forth on Schedule 4.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the Equity Interests of (i) the Borrower and (ii) each direct Wholly-Owned Subsidiary of the Borrower that is organized in the United States and constitutes a Material Subsidiary and (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code) are not satisfied as of the Closing Date after the Borrower’s use of commercially reasonable efforts without undue burden or expense to do so, the satisfaction of such requirements shall not be a condition to the occurrence of the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Section 6.11); (i) a copy of the Organization Documents, including all amendments thereto, of the Loan Parties, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Law (where relevant) of the Loan Parties as of a recent date from the Closing Date, from such Secretary of State, similar Governmental Authority or other competent authority and (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of the applicable Loan Parties dated the Closing Date and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of the Loan Parties as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Loan Parties authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Loan Parties have not been amended since the date of the last amendment shown on such certificate and (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of the Loan Parties and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (ii) above; (i) a customary opinion of Xxxxxxxx & Xxxxx LLP, counsel for the Borrower and the other Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (ii) [Reserved] a customary opinion of Xxxxxx X. Xxxxx, P.C., counsel for the Borrower and the other Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, and (iii) a customary opinion of Xxxxx Xxxx, LLP, special FCC counsel for the Borrower and the other Loan Parties in form and substance reasonably satisfactory to the Administrative Agent; (vii) a certificate signed by a Responsible Officer of the Borrower certifying that, to the knowledge of the Borrower, the conditions set forth in Section 4.01(f) have been satisfied; (viii) the Solvency Certificate signed by the chief financial officer of the Borrower; and (ix) a funding indemnity letter with respect to Borrowings of Revolving Credit Loans and Term A Loans on the Closing Date.

Credit Documents. The Administrative Agent’s receipt of the followingAgent shall have received, each of which shall be originals or facsimiles (followed promptly by originals after the Closing Dateoriginals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, Party each in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) executed counterparts of this Agreement, duly executed and delivered by each of the Banks, the L/C Issuers, API, the Borrower, the Administrative Agent and the Collateral Agent; (ii) executed counterparts of the API Limited Recourse Guaranty, the Subsidiary Guaranty, the General Security Agreement and the API Security Agreement , duly executed and delivered by each Loan Party party thereto and the Collateral Agent or Administrative Agent, as applicable; (iii) a Note or Notes duly executed by the Borrower in favor of each Lender requesting Bank that has requested a Note at least three two Business Days in advance of the Closing Effective Date; (iii) executed counterparts of the Intercreditor Agreement Among Group Lenders; (iv) the Security Agreement and each other Security Document set forth on Schedule 4.01A required to be executed on the Closing Date as indicated on such Schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Security Documents or except to the extent that the Security Documents provide that such documents shall be delivered to other Persons as set forth therein): (A) certificates, if any, representing the pledged equity Pledged Equity referred to therein accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed Pledged Debt indorsed in blank; (Bv) executed counterparts of the Perfection Certificate; (vi) evidence that all other actions, recordings and filings that the Administrative Agent or and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and the Collateral Agent; and; (Cvii) evidence that all material insurance required to be maintained pursuant to the Loan Credit Documents has been obtained and is in effect and that the Administrative Agent and Collateral Agent have has been named as loss payee and and/or additional insured insured, as applicable, under each United States insurance policy with respect to such insurance as to which the Administrative Collateral Agent shall have requested to be so named; provided that if the requirements hereof (other than (a) the execution of each Security Document set forth on Schedule 4.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the Equity Interests of including (i) the Borrower and standard flood hazard determination forms with respect to each Mortgaged Property and, (ii) each direct Wholly-Owned Subsidiary if any Mortgaged Property is located in a special flood hazard area, (x) notices to (and confirmations of receipt by) the Borrower that is organized in as to the United States and constitutes a Material Subsidiary and (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing existence of a financing statement under the Uniform Commercial Code) are not satisfied as of the Closing Date after the Borrower’s use of commercially reasonable efforts without undue burden or expense to do so, the satisfaction of such requirements shall not be a condition to the occurrence of the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Section 6.11); (i) a copy of the Organization Documents, including all amendments thereto, of the Loan Parties, certifiedspecial flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (y) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of a recent date 1994 or as otherwise required by the Secretary of State Administrative Agent or other competent authority of the state of its organizationCollateral Agent (collectively, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Law (where relevant) of the Loan Parties as of a recent date from the Closing Date, from such Secretary of State, similar Governmental Authority or other competent authority and (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of the applicable Loan Parties dated the Closing Date and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of the Loan Parties as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Loan Parties authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party “Flood Compliance Documents”); and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Loan Parties have not been amended since the date of the last amendment shown on such certificate and (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of the Loan Parties and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (ii) above; (i) a customary opinion of Xxxxxxxx & Xxxxx LLP, counsel for the Borrower and the other Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (ii) [Reserved] and (iii) a customary opinion of Xxxxx Xxxx, LLP, special FCC counsel for the Borrower and the other Loan Parties in form and substance reasonably satisfactory to the Administrative Agent; (vii) a certificate signed by a Responsible Officer of the Borrower certifying that, to the knowledge of the Borrower, the conditions set forth in Section 4.01(f) have been satisfied; (viii) the Solvency Certificate signed copies of a recent Lien and judgment searches in each jurisdiction reasonably requested by the chief financial officer of Administrative Agent or the Borrower; and (ix) a funding indemnity letter Collateral Agent with respect to Borrowings of Revolving Credit Loans on the Closing Date.Loan Parties;

Credit Documents. The Administrative Agent’s receipt Borrower agrees that if amounts outstanding under this Agreement and the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of the followingan Event of Default, each of which Participant shall be originals or facsimiles (followed promptly by originals after deemed to have the Closing Date) unless otherwise specified, each properly executed by a Responsible Officer right of the signing Loan Party, each setoff in form respect of its participating interest in amounts owing under this Agreement and substance reasonably satisfactory any Note to the Administrative Agent: (i) executed counterparts same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; (ii) a Note Agreement or Notes duly executed by any Note; provided that such right of setoff shall be subject to the Borrower in favor obligation of each Lender requesting a Note at least three Business Days in advance of such Participant to share with the Closing Date; (iii) executed counterparts of Lenders, and the Intercreditor Agreement Among Group Lenders; (iv) the Security Agreement and each other Security Document set forth on Schedule 4.01A required Lenders agree to be executed on the Closing Date as indicated on share with such ScheduleParticipant, duly executed by each Loan Party party thereto, together with (except as provided in such Security Documents or except subsection 11.7. Borrower also agrees that each Participant shall be entitled to the extent that the Security Documents provide that such documents shall be delivered to other Persons as set forth therein): (A) certificatesbenefits of subsections 3.9, if any, representing the pledged equity referred to therein accompanied by undated stock powers executed in blank 4.14 and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; and (C) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent and Collateral Agent have been named as loss payee and additional insured under each United States insurance policy 4.15 with respect to such insurance its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to time as to which the Administrative Agent shall have requested to be so namedif it were a Lender; provided that if no Participant shall be entitled to receive any greater amount pursuant to any such subsection than the requirements hereof (other than (a) transferor Lender would have been entitled to receive in respect of the execution amount of each Security Document set forth on Schedule 4.01A required the participation transferred by such transferor Lender to be executed on the Closing Date as indicated on such schedule by each Loan Party party theretoParticipant had no such transfer occurred, (b) the pledge and perfection of security interests except in the Equity Interests case of subsection 4.14, where the entitlement to greater payments results from a Change in Law after such Participant became a Participant. Each Lender agrees that the participation agreement pursuant to which any Participant acquires its participating interest (ior any other document) the Borrower and (ii) each direct Wholly-Owned Subsidiary of the Borrower that is organized in the United States and constitutes a Material Subsidiary and (c) delivery of Uniform Commercial Code financing statements may afford voting rights to such Participant, or any right to instruct such Lender with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code) are not satisfied as of the Closing Date after the Borrower’s use of commercially reasonable efforts without undue burden or expense to do so, the satisfaction of such requirements shall not be a condition to the occurrence of the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Section 6.11); (i) a copy of the Organization Documents, including all amendments thereto, of the Loan Parties, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Law (where relevant) of the Loan Parties as of a recent date from the Closing Date, from such Secretary of State, similar Governmental Authority or other competent authority and (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of the applicable Loan Parties dated the Closing Date and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of the Loan Parties as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Loan Parties authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings voting hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Loan Parties have not been amended since the date of the last amendment shown on such certificate and (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of the Loan Parties and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (ii) above; (i) a customary opinion of Xxxxxxxx & Xxxxx LLP, counsel for the Borrower and the other Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (ii) [Reserved] and (iii) a customary opinion of Xxxxx Xxxx, LLP, special FCC counsel for the Borrower and the other Loan Parties in form and substance reasonably satisfactory to the Administrative Agent; (vii) a certificate signed by a Responsible Officer of the Borrower certifying that, to the knowledge of the Borrower, the conditions set forth in Section 4.01(f) have been satisfied; (viii) the Solvency Certificate signed by the chief financial officer of the Borrower; and (ix) a funding indemnity letter only with respect to Borrowings matters requiring the consent of either all of the Lenders hereunder or all of the Lenders holding the relevant Term Loans or Revolving Credit Loans on the Closing DateCommitments and/or Incremental Revolving Commitments subject to such participation.

Credit Documents. The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals after the Closing Date) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement; (ii) a Note or Notes duly executed by the Borrower in favor of each Lender requesting a Note at least three Business Days in advance of the Closing Date; (iii) executed counterparts of the Intercreditor Agreement Among Group Lenders; (iv) the Security Agreement and each other Security Document set forth on Schedule 4.01A required to be executed on the Closing Date as indicated on such Schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Security Documents or except to the extent that the Security Documents provide that such documents shall be delivered to other Persons as set forth therein): (A) certificates, if any, representing the pledged equity referred to therein accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; and (C) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent and Collateral Agent have been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; provided that if the requirements hereof (other than (a) the execution of each Security Document set forth on Schedule 4.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the Equity Interests of (i) the Borrower and (ii) each direct Wholly-Owned Subsidiary of the Borrower that is organized in the United States and constitutes a Material Subsidiary and (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code) are not satisfied as of the Closing Date after the Borrower’s use of commercially reasonable efforts without undue burden or expense to do so, the satisfaction of such requirements shall not be a condition to the occurrence of the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Section 6.11); (i) a copy of the Organization Documents, including all amendments thereto, of the Loan Parties, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Law (where relevant) of the Loan Parties as of a recent date from the Closing Date, from such Secretary of State, similar Governmental Authority or other competent authority and (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of the applicable Loan Parties dated the Closing Date and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of the Loan Parties as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Loan Parties authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Loan Parties have not been amended since the date of the last amendment shown on such certificate and (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of the Loan Parties and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (ii) above; (i) a customary opinion of Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP, counsel for the Borrower and the other Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (ii) [Reserved] and (iii) a customary opinion of Xxxxx Wxxxx Xxxx, LLP, special FCC counsel for the Borrower and the other Loan Parties in form and substance reasonably satisfactory to the Administrative Agent; (vii) a certificate signed by a Responsible Officer of the Borrower certifying that, to the knowledge of the Borrower, the conditions set forth in Section 4.01(f) have been satisfied; (viii) the Solvency Certificate signed by the chief financial officer of the Borrower; and (ix) a funding indemnity letter with respect to Borrowings of Revolving Credit Loans on the Closing Date.