Common use of EXISTENCE, GOOD STANDING, AUTHORITY, AND AUTHORIZATIONS Clause in Contracts

EXISTENCE, GOOD STANDING, AUTHORITY, AND AUTHORIZATIONS. Each Loan ------------------------------------------------------- Party and each Subsidiary thereof are duly organized, validly existing, and in good standing under the Laws of their respective jurisdictions of organization (such jurisdictions being identified on Schedule 8.3, as supplemented and modified in writing from time to time to reflect any changes to such Schedule as a result of transactions permitted by the Loan Documents). Except where the failure to do so could not reasonably be expected to constitute a Material Adverse Event, each Loan Party and each Subsidiary thereof are duly qualified to transact business and are in good standing in each jurisdiction where the nature and extent of its business and properties require the same. Each Loan Party possesses all Authorizations, franchises, permits, licenses, certificates of compliance, and approvals and grants of authority necessary, all of which are described on Schedule 8.2 hereto, necessary or required in the conduct of its respective business(es), and the same are valid, binding, enforceable, and subsisting without any defaults thereunder or enforceable adverse limitations thereon and are not subject to any proceedings or claims opposing the issuance, development, or use thereof or contesting the validity thereof. No authorization, consent, approval, waiver, license, or formal exemptions from, nor any filing, declaration, or registration with, any Governmental Authority (federal, state, or local), non-governmental entity, or Person under the terms of contracts or otherwise, is required by reason of or in connection with the execution and performance of the Loan Documents by the Loan Parties and each Subsidiary thereof.

EXISTENCE, GOOD STANDING, AUTHORITY, AND AUTHORIZATIONS. Each Loan ------------------------------------------------------- Party and each Subsidiary thereof are is duly organized, validly existing, and in good standing under the Laws of their respective jurisdictions its jurisdiction of organization (such jurisdictions being identified on Schedule 8.3, as supplemented and modified in writing from time to time to reflect any changes to such Schedule as a result of transactions permitted by the Loan Documents). Except where the failure to do so could not reasonably be expected to constitute a Material Adverse Event, each Loan Party and each Subsidiary thereof are is duly qualified to transact business and are is in good standing in each jurisdiction where the nature and extent of its business and properties require the same. Each Loan Party possesses all Authorizations, franchises, permits, licenses, certificates of compliance, and approvals and grants of authority necessary, including, without limitation, any Authorization issued by the FCC, all of which are described on Schedule 8.2 hereto, necessary or required in the conduct of its respective business(es), and the same are valid, binding, enforceable, and subsisting without any defaults thereunder or enforceable adverse limitations thereon and are not subject to any proceedings or claims opposing the issuance, development, or use thereof or contesting the validity thereof. No authorization, consent, approval, waiver, license, or formal exemptions from, nor any filing, declaration, or registration with, any Governmental Authority (federal, state, or local), non-governmental entity, or Person under the terms of contracts or otherwise, is required by reason of or in connection with the execution and performance of the Loan Documents by the Loan Parties and each Subsidiary thereof.

EXISTENCE, GOOD STANDING, AUTHORITY, AND AUTHORIZATIONS. Each Loan ------------------------------------------------------- Party Company and each Subsidiary thereof are Guarantor is duly organized, validly existing, and in good standing under the Laws of their respective jurisdictions its jurisdiction of organization (such jurisdictions being identified on Schedule SCHEDULE 8.3, as supplemented and modified in writing from time to time to reflect any changes to such Schedule as a result of transactions permitted by the Loan DocumentsPapers). Except where the failure to do so could not reasonably be expected to constitute a Material Adverse Event, each Loan Party and each Subsidiary thereof are Each Company is duly qualified to transact business and are is in good standing in each jurisdiction where the nature and extent of its business and properties require the same. Each Loan Party of Borrower, the Guarantors, and the Companies possesses all the Authorizations, franchises, permits, licenses, certificates of compliance, and approvals and grants of authority necessary, including, without limitation, any Authorization issued by the FCC, all of which are described on Schedule SCHEDULE 8.2 hereto, necessary or required in the conduct of its respective business(es), and the same are valid, binding, enforceable, and subsisting without any defaults thereunder or enforceable adverse limitations thereon and are not subject to any proceedings or claims opposing the issuance, development, or use thereof or contesting the validity thereof. No authorization, consent, approval, waiver, license, or formal exemptions from, nor any filing, declaration, or registration with, any Governmental Authority (federal, state, or local), or non-governmental entity, or Person under the terms of contracts or otherwise, is required by reason of or in connection with the execution and performance of the Loan Documents Papers by Borrower, the Loan Parties Guarantors, and each Subsidiary thereofthe Companies.

EXISTENCE, GOOD STANDING, AUTHORITY, AND AUTHORIZATIONS. Each Loan ------------------------------------------------------- Party and each Subsidiary thereof are Company is duly organized, validly existing, and in good standing under the Laws of their respective jurisdictions its jurisdiction of organization (such jurisdictions as of the Execution Date being identified on Schedule 8.3, as supplemented and modified in writing from time to time to reflect any changes to such Schedule as a result of transactions permitted by the Loan Documents8.2). Except where the failure to do so could not reasonably be expected to constitute a Material Adverse Event, each Loan Party and each Subsidiary thereof are Each Company is duly qualified to transact business and are is in good standing in each jurisdiction where the nature and extent of its business and properties require the samesame except to the extent that the failure to so qualify could not be a Material Adverse Event. Each Loan Party Company possesses all the Authorizations, franchises, permits, licenses, certificates of compliance, and approvals and grants of authority necessary, all of which are described on Schedule 8.2 hereto, necessary or required in the conduct of its respective business(es), and the same are valid, binding, enforceable, and subsisting without any defaults thereunder or enforceable adverse limitations thereon and are not subject to any proceedings or claims opposing the issuance, development, or use thereof or contesting the validity thereof, except to the extent that the failure to have such Authorizations, franchise, permit, license, or certificates of compliance, approvals, and grants of authority, failure to maintain the validity thereof, or where such default pursuant to the terms thereof, could not be a Material Adverse Event. No authorizationAuthorization, consent, approval, waiver, license, or formal exemptions from, nor any filing, declaration, or registration with, any Governmental Authority (federal, state, or local), or non-governmental entity, or Person under the terms of contracts or otherwise, is required by reason of or in connection with the execution and performance of the Loan Documents by each Obligor except for (a) Authorizations, consents, approvals, waivers, and licenses that have been obtained, or (b) consents under immaterial contractual obligations in which the Loan Parties and each Subsidiary thereoffailure to obtain such consents could not be a Material Adverse Event.