Common use of FCC Licenses Clause in Contracts

FCC Licenses. (a) Each Mission Entity, and each Restricted Subsidiary of each such entity, holds such validly issued Broadcast Licenses as are necessary to operate the Stations as they are currently operated, and each such Broadcast License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC). The Stations, together with Broadcast Licenses, are identified on Schedule 5.22, and each such Broadcast License has the expiration date set forth on Schedule 5.22. (b) No Mission Entity has knowledge of any condition imposed by the FCC as part of any Broadcast License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast Licenses applicable to it and the Communications Laws. (c) Except as otherwise set forth on Schedule 5.22(c), no proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entity, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, or its operation, other than (i) any proceedings which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general. (d) All reports, applications and other documents required to be filed by the Mission Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity nor any Restricted Subsidiary of a Mission Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License or the imposition on any Mission Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of the authorization of any Broadcast License. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.

FCC Licenses. (a) Each Mission Nexstar Entity, and each Restricted Subsidiary of each such entity, holds such validly issued Broadcast Licenses as are necessary to operate the Stations as they are currently operated, and each such Broadcast License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC). To the Borrower’s knowledge, each Shared Services Party holds such validly issued Broadcast Licenses as are necessary to operate the Shared Services Party Stations as they are currently operated. The Stations, together with Broadcast Licenses, are identified on Schedule 5.22, and each such Broadcast License has the expiration date set forth on Schedule 5.22. (b) No Mission Nexstar Entity has knowledge of any condition imposed by the FCC as part of any Broadcast License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws applicable generally to stations of the type, nature, class or location of the Station or Shared Services Party Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Station, and, to the Borrower’s knowledge, each Shared Services Party Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast Licenses applicable to it and the Communications Laws. (c) Except as otherwise set forth on Schedule 5.22(c), no proceedings are pending or, to the knowledge of any Mission Nexstar Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Nexstar Entity, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, or, to the Borrower’s knowledge, any Shared Services Party Station or its operation, other than (i) any proceedings which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general. (d) All reports, applications and other documents required to be filed by the Mission Nexstar Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, and, to the Borrower’s knowledge, Shared Services Party Stations have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c), no Mission Nexstar Entity nor any Restricted Subsidiary of a Mission Nexstar Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License or the imposition on any Mission Nexstar Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of the authorization of any Broadcast License. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations, or, to the Borrower’s knowledge, any Shared Services Party Station or its operations. (f) Non-U.S. voting interests held, directly or indirectly, by entities other than XXXX X.X. II and XXXX X.X. III are less than 25 percent of the Ultimate Parent’s total voting interests, and the total equity of the Ultimate Parent held by non-U.S. citizens, directly or indirectly, by entities other than XXXX X.X. II and XXXX X.X. III is less than 10.3 percent of the Ultimate Parent’s total equity.

FCC Licenses. (a) Each Mission Entity, of the Loan Parties and each Restricted Subsidiary of each such entity, its Subsidiaries holds such validly issued Broadcast Licenses as are Licenses, or agreements with the licensee of a Station to provide programming to the Station, necessary to operate the Stations conduct their respective businesses as they are currently operatedconducted, and each such Broadcast License is in full force and effect (it being recognized thateffect. As of the Closing Date, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC). The Stations, together with their respective Broadcast Licenses, are identified on Schedule 5.224.27, and each such Broadcast License has the expiration date set forth on Schedule 5.224.27. (b) No Mission Entity Borrower has knowledge of any condition imposed by the FCC as part of any Broadcast License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws applicable generally to stations of the type, nature, class class, or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c)Schedule 4.27, each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast Licenses applicable to it and the Communications Laws. Except as set forth on Schedule 4.27, no event has occurred with respect to such Broadcast Licenses, which, with the giving of notice or the lapse of time or both, would constitute grounds for revocation of any of the Broadcast Licenses, other than the expiration of such Broadcast Licenses in accordance with their terms and except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Except as otherwise set forth on Schedule 5.22(c)4.27, as of the Closing Date, no proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary Borrower, are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission EntityLicense, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, or its operation, other than (i) any proceedings which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television radio broadcasting industry in general. (d) All reports, applications applications, and other documents required to be filed by any of the Mission Entities Loan Parties and their Restricted its Subsidiaries with the FCC with respect to the Stations, Stations have been timely filed, and all such reports, applications and documents are true, correct correct, and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity nor any Restricted Subsidiary of a Mission Entity . No Borrower has knowledge of any matters which which, could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License or the imposition on any Mission Entity of the Loan Parties or any Restricted Subsidiary its Subsidiaries of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal reversal, or material adverse modification of the authorization of any Broadcast License. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations. Each of the Loan Parties and its Subsidiaries each have paid all fees required to be paid pursuant to the Communications Laws.

FCC Licenses. (a) Each Mission Entity, The Borrower and each Restricted Subsidiary of each such entity, its Subsidiaries holds such validly issued Broadcast FCC Licenses as are necessary to operate the Stations as they are currently operatedtheir respective Broadcast Stations, and each such Broadcast FCC License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC)effect. The Stations, together with Broadcast Licenses, FCC Licenses of each Loan Party as of the Effective Date are identified listed on Schedule 5.223.20, and each of such Broadcast License FCC Licenses has the expiration date set forth indicated on Schedule 5.223.20. (b) No Mission Entity As of the Effective Date, no Financial Officer has knowledge of any condition imposed by the FCC as part of any Broadcast FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of the Broadcast Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Each Broadcast Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and the Communications Laws. To the knowledge of the Financial Officers, each Shared Services Station has been and is being operated in all material respects in accordance with the terms and conditions of the FCC broadcast licenses applicable to it and the Communications Laws. (c) (i) Except as otherwise set forth on Schedule 5.22(c)3.20, no proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary Financial Officer are threatened threatened, which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, Broadcast Station or its operation, other than (i) any proceedings matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television or radio broadcasting industry in general. (ii) To the knowledge of the Financial Officers, no proceedings are pending or threatened, which may result in the revocation, modification, non-renewal or suspension of any of the FCC broadcast licenses necessary for the operation of any Shared Services Station, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Shared Services Station or its operation, other than any matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and proceedings affecting the television or radio broadcasting industry in general. (di) All reports, applications and other documents required to be filed by the Mission Entities Borrower and their Restricted any of its Subsidiaries with the FCC with respect to the Stations, Broadcast Stations have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c)3.20, no Mission Entity nor any Restricted Subsidiary of a Mission Entity Financial Officer has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Entity the Borrower or any Restricted such Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of the authorization of any Broadcast LicenseStation’s authorization to operate as currently authorized under the Communications Laws. (ii) To the knowledge of the Financial Officers, all reports, applications and other documents required to be filed by any shared Services Party with the FCC with respect to the Shared Services Stations have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect and no Financial Officer has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC broadcast licenses necessary for the operation of any Shared Services Station or the imposition on the Shared Services Party of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or modification of any Shared Services Station’s authorization to operate as currently authorized under the Communications Laws. (e) There On the Effective Date, there are no unsatisfied or otherwise outstanding notices of apparent liability for forfeiture orders issued by the FCC with respect to any Broadcast Station or its respective operations that could reasonably be expected to result in a fine or payment in excess of $2,000,000 or the loss of an FCC License. After the Effective Date, there are no unsatisfied or otherwise outstanding material citations issued by the FCC with respect to any Broadcast Station or its respective operations. The Borrower has delivered to the Lenders true and complete copies of all FCC Licenses (including any and all amendments and other modifications thereto) and all pending applications relating thereto in effect on the Effective Date. To the knowledge of the Financial Officers, there are no unsatisfied or otherwise outstanding material citations issued by the FCC with respect to any Shared Services Station or its respective operations.

FCC Licenses. (a) Each Mission Nexstar Entity, and each Restricted Subsidiary of each such entity, holds such validly issued Broadcast Licenses as are necessary to operate the Stations as they are currently operated, and each such Broadcast License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC). To the Borrower's knowledge, each Shared Services Party holds such validly issued Broadcast Licenses as are necessary to operate the Shared Services Party Stations as they are currently operated. The Stations, together with Broadcast Licenses, are identified on Schedule 5.22, and each such Broadcast License has the expiration date set forth on Schedule 5.22. (b) No Mission Nexstar Entity has knowledge of any condition imposed by the FCC as part of any Broadcast License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws applicable generally to stations of the type, nature, class or location of the Station or Shared Services Party Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Station, and, to the Borrower's knowledge, each Shared Services Party Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast Licenses applicable to it and the Communications Laws. (c) Except as otherwise set forth on Schedule 5.22(c), no proceedings are pending or, to the knowledge of any Mission Nexstar Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Nexstar Entity, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, or, to the Borrower's knowledge, any Shared Services Party Station or its operation, other than (i) any proceedings which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general. (d) All reports, applications and other documents required to be filed by the Mission Nexstar Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, and, to the Borrower's knowledge, Shared Services Party Stations have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c), no Mission Nexstar Entity nor any Restricted Subsidiary of a Mission Nexstar Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License or the imposition on any Mission Nexstar Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of the authorization of any Broadcast License. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations, or, to the Borrower's knowledge, any Shared Services Party Station or its operations. (f) Non-U.S. voting interests held, directly or indirectly, by entities other than XXXX X.X. II and XXXX X.X. III are less than 25 percent of the Ultimate Parent's total voting interests, and the total equity of the Ultimate Parent held by non-U.S. citizens, directly or indirectly, by entities other than XXXX X.X. II and XXXX X.X. III is less than 10.3 percent of the Ultimate Parent's total equity.

FCC Licenses. (a) Each Mission EntitySeller is the holder of the FCC Licenses listed on Schedule 3.8, and each Restricted Subsidiary of each except as set forth on such entitySchedule, holds such validly issued Broadcast the FCC Licenses as (i) are necessary to operate the Stations as they are currently operatedvalid, in good standing and each such Broadcast License is in full force and effect (it being recognized thatand constitute all of the licenses, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted permits and authorizations required by the FCC). The StationsAct, together with Broadcast Licensesthe Rules and Regulations or the FCC for, are identified on Schedule 5.22or used in, the operation of the Station in all material respects as now operated, and each such Broadcast License (ii) constitute all the current licenses and authorizations issued by the FCC to Seller for or in connection with the current operation of the Station. Seller has the expiration date set forth on Schedule 5.22. (b) No Mission Entity has no knowledge of any condition imposed by the FCC as part of any Broadcast FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws Rules and Regulations applicable generally to stations of the type, nature, class or location of the Station in questionStation. Except as otherwise set forth disclosed on Schedules 5.22 and 5.22(c)Schedule 3.8, each the Station has been and is being operated in all material respects at full authorized power, in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and in accordance with the Communications Laws. (c) Rules and Regulations. Except as otherwise set forth on Schedule 5.22(c)3.8, no proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary the Seller, are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, the Station or its operation, other than (i) any proceedings which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television radio broadcasting industry in general. (d) All . Seller has complied in all material respects with all requirements to file reports, applications and other documents required to be filed by the Mission Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, have been timely filedStation, and all such reports, applications and documents are true, complete and correct and complete in all material respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c), . Seller has no Mission Entity nor any Restricted Subsidiary of a Mission Entity has knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or (ii) against Seller which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification FCC's refusal to grant approval of the authorization assignment to Buyer of the FCC Licenses or the imposition of any Broadcast License. (e) Material Adverse Condition in connection with approval of such assignment. There are no not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to any the Station or its operationsoperation. Complete and accurate copies of all FCC Licenses are attached as a part of Schedule 3.8. The "Public Inspection File" of the Station is complete and in substantial and material compliance with Section 73.3526 of the Rules and Regulations.

FCC Licenses. (a) Each Mission EntitySeller has made available to Buyer true, correct and each Restricted Subsidiary complete copies of each such entitythe FCC Licenses, holds such including any and all amendments and modifications thereto. The FCC Licenses were validly issued Broadcast Licenses as by the FCC, are necessary to operate the Stations as they validly held by Seller and are currently operated, and each such Broadcast License is in full force and effect (it being recognized thateffect. The FCC Licenses are not subject to any condition except for those conditions that appear on the face of the FCC Licenses, as indicated on Schedules 5.22, certain Stations may, from time those conditions applicable to time, operate pursuant to Special Temporary Authority granted by the FCCradio broadcast licenses generally or those conditions disclosed in Schedule 2.7(a). The Stations, together with Broadcast Licenses, are identified FCC Licenses listed on Schedule 5.221.1(a) constitute all authorizations issued by the FCC necessary for the operation of the Stations as currently conducted by Seller, and each such Broadcast License has except for immaterial licenses ancillary to the expiration date set forth on Schedule 5.22operation of the Stations. (b) No Mission Entity has knowledge of any condition imposed by the FCC as part of any Broadcast License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast Licenses applicable to it and the Communications Laws. (c) Except as otherwise set forth on Schedule 5.22(c2.7(b), no proceedings are pending or, the FCC Licenses for each Station have been issued or renewed for the full terms customarily issued to radio broadcast stations licensed to the knowledge state in which the Station’s community of any Mission Entity license is located. Except as set forth on Schedule 2.7(b), Seller has no applications pending before the FCC relating to the operation of the Stations. (c) Except as set forth on Schedule 2.7(c), Seller has operated the Stations in compliance with the Communications Act of 1934, as amended (the “Communications Act”) and the FCC Licenses, has filed or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entity, the denial of any pending made all applications, the issuance of any cease reports and desist order or the imposition of any fines, forfeitures or other administrative actions disclosures required by the FCC with to be made in respect of the Stations and has timely paid all FCC regulatory fees in respect thereof, except where the failure to any Station, or its operation, other than (i) any proceedings whichdo so could not, individually or in the aggregate, could not reasonably be expected to have a Seller Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in generalEffect. (d) All reportsExcept as set forth on Schedule 2.7(d), applications to the knowledge of Seller after due inquiry by its FCC counsel and consultation by Seller with such counsel, there are no petitions, complaints, orders to show cause, notices of violation, notices of apparent liability, notices of forfeiture, proceedings or other documents required to be filed by the Mission Entities and their Restricted Subsidiaries with actions pending or threatened before the FCC with respect relating to the Stations, have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not Stations that would reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth an adverse effect on Schedule 5.22(c), no Mission Entity nor any Restricted Subsidiary of a Mission Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License or the imposition on any Mission Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification operation of the authorization of any Broadcast LicenseStations, other than proceedings affecting the radio broadcast industry generally. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.

FCC Licenses. (a) Each Mission Entity, and each Restricted Subsidiary of each such entity, Entity holds such validly issued Broadcast Licenses FCC licenses and Authorizations as are necessary to operate the their respective Stations as they are currently operatedoperated (collectively, the “FCC Licenses”), and each such Broadcast FCC License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC)effect. The Stations, together with Broadcast Licenses, Stations of each Mission Entity and the FCC Licenses of each Mission Entity as of the Effective Date are identified listed on Schedule 5.225.16, and each of such Broadcast License FCC Licenses has the expiration date set forth indicated on Schedule 5.225.16. (b) No Mission Entity has knowledge of any condition imposed by the FCC as part of any Broadcast FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and the rules and regulations of the FCC and the Communications LawsAct of 1934, as amended (the “Communications Act”). (c) Except as otherwise set forth on Schedule 5.22(c), no No proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, Station or its operation, other than (i) any proceedings matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general. (d) All reports, applications and other documents required to be filed by the Mission Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, Stations have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity nor any Restricted Subsidiary of a Mission Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of any Station’s authorization to operate as currently authorized under the authorization Communications Act and the policies, rules and regulations of any Broadcast Licensethe FCC. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Lenders true and complete copies of all FCC Licenses (including any and all amendments and other modifications thereto), and all pending applications relating thereto.

FCC Licenses. (ai) Each Mission Entity, The Company and each Restricted Subsidiary of each such entity, the Guarantors holds such validly issued Broadcast Licenses Federal Communications Commission ("FCC") licenses and authorizations as are --- necessary to operate their respective television stations, which are listed on Schedule IV (the Stations "Stations"), as they are currently operatedoperated (collectively, the ----------- -------- "FCC Licenses"), and each such Broadcast FCC License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC)effect. The Stations, together with Broadcast Licenses, are identified on Schedule 5.22, FCC ------------ Licenses of the Company and each such Broadcast License Guarantor are listed on Schedule IV, and ----------- each of such FCC Licenses has the expiration date set forth indicated on Schedule 5.22.IV. ----------- (bii) No Mission Entity Neither the Company nor any Guarantor has knowledge of any condition imposed by the FCC as part of any Broadcast License FCC License, which condition is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and the rules and regulations of the FCC and the Communications Laws.Act of 1934, as amended (the "Communications -------------- Act"). --- (ciii) Except as otherwise set forth on Schedule 5.22(c), no No proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, Station or its operation, other than (i) any proceedings matters which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect Change and (ii) proceedings affecting the television broadcasting industry in general. (div) All reports, applications and other documents required to be filed by the Mission Entities and their Restricted Subsidiaries Company or any such Guarantor with the FCC with respect to the Stations, Stations have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have result in a Material Adverse EffectChange, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity neither the Company nor any Restricted Subsidiary of a Mission Entity the Guarantors has knowledge of any matters which that could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Entity the Company or any Restricted Subsidiary Guarantor of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of any Station's authorization to operate as currently authorized under the authorization Communications Act and the policies, rules and regulations of any Broadcast Licensethe FCC. (ev) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.

FCC Licenses. (a) Each Mission EntityAfter giving effect to the Transaction, and each Restricted the License Subsidiary of each such entity, holds such validly issued Broadcast Licenses FCC licenses and authorizations as are necessary to operate the Stations as they are currently operatedoperated (collectively, and the "FCC Licenses"), each such Broadcast License of which is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC)effect. The Stations, together with Broadcast Licenses, FCC Licenses as of the Second Restatement Effective Date are identified listed on Schedule 5.22IV (with the Viacom FCC Licenses being designated as such on Schedule IV), and each such Broadcast License of which FCC Licenses has the expiration date set forth indicated on Schedule 5.22. (b) No Mission Entity IV. Neither Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any Broadcast FCC 63 License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of the Station in questioneach Station. Except as otherwise set forth on Schedules 5.22 and 5.22(c)Annex 5.07, each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and in accordance with the rules and regulations of the FCC and the Communications Laws. Act of 1934, as amended (c) the "Communications Act"). Except as otherwise set forth on Schedule 5.22(c)Annex 5.07, no proceedings are pending or, to the knowledge of any Mission Entity Holdings or any Restricted Subsidiary the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to any Station, the Stations or its their operation, other than (i) any proceedings which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television radio broadcasting industry in general. (d) All . Except as set forth on Annex 5.07, reports, applications and other documents required to be filed by the Mission Entities and their Restricted Subsidiaries any Credit Party with the FCC with respect to the Stations, Stations have in all material respects been timely filed, filed and all such reports, applications and documents are true, correct and complete in all material respects, except where and neither Holdings nor the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity nor any Restricted Subsidiary of a Mission Entity Borrower has knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, FCC upon any Credit Party or (ii) which could reasonably be expected to result in the revocationmodification or revocation of any FM Station's authorization to operate as currently authorized, rescissionor any AM Station's authorization to operate as currently authorized, reversal or material adverse modification as applicable, under the rules and regulations of the authorization of any Broadcast License. (e) FCC. There are no unsatisfied or otherwise outstanding citations notices of apparent liability or violations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Banks true and complete copies of the FCC Licenses (including any and all amendments and other modifications thereto).

FCC Licenses. (a) Each Mission Entity, and each Restricted Subsidiary of each such entity, Nexstar Entity holds such validly issued Broadcast Licenses FCC licenses and Authorizations as are necessary to operate the their respective Stations as they are currently operatedoperated (collectively, the “FCC Licenses”), and each such Broadcast FCC License is in full force and effect (it being recognized that, as indicated on Schedules 5.225.16 and 5.17(c), certain Stations may, from time to time, operate are operating pursuant to Special Temporary Authority granted by the FCCAuthority). The Stations, together with Broadcast Licenses, Stations of each Credit Party and the FCC Licenses and FCC licenses and Authorizations of each Credit Party as of the Third Amendment Effective Date are identified listed on Schedule 5.225.16, and each of such Broadcast License FCC Licenses has the expiration date set forth indicated on Schedule 5.225.16. (b) No Mission Nexstar Entity has knowledge of any condition imposed by the FCC as part of any Broadcast FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 5.16 and 5.22(c5.17(c), each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and the rules and regulations of the FCC and the Communications LawsAct of 1934, as amended (the “Communications Act”). (c) Except as otherwise set forth on Schedule 5.22(c5.16 and Schedule 5.17(c), no proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, Station or its operation, other than (i) any proceedings matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general. (d) All reports, applications and other documents required to be filed by the Mission Nexstar Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, Stations have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(cSchedules 5.16 and 5.17(c), no Mission Entity nor any Restricted Subsidiary of a Mission Nexstar Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Nexstar Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of any Station’s authorization to operate as currently authorized under the authorization Communications Act and the policies, rules and regulations of any Broadcast Licensethe FCC. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Lenders true and complete copies of all FCC Licenses (including any and all amendments and other modifications thereto) and all pending applications relating thereto. (f) Non-U.S. voting interests held, directly or indirectly, by entities other than XXXX X.X. II and XXXX X.X. III are less than 25 percent of the Ultimate Parent’s total voting interests and the total equity of the Ultimate Parent held by non-U.S. citizens, directly or indirectly, by entities other than XXXX X.X. II and XXXX X.X. III is less than 10.3 percent of the Ultimate Parent’s total equity.

FCC Licenses. (ai) Each Mission EntityThe Nexstar Parties, the Guarantors and each Restricted Subsidiary of each such entity, holds their respective subsidiaries hold such validly issued Broadcast Licenses FCC licenses and authorizations as are necessary to operate their respective television stations (the Stations “Stations”) as they are currently operatedoperated (collectively, the “FCC Licenses”), and each such Broadcast FCC License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC). The Stations, together with Broadcast Licenses, are identified on Schedule 5.22, and each such Broadcast License has the expiration date set forth on Schedule 5.22effect. (bii) No Mission Entity Neither the Nexstar Parties nor any Guarantor has knowledge of any condition imposed by the FCC as part of any Broadcast License FCC License, which condition is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC or the Communications Laws Act of 1934, as amended (the “Communications Act”) applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and the rules and regulations of the FCC and the Communications LawsAct. (ciii) Except as otherwise set forth on Schedule 5.22(c), There are no proceedings are pending or, to the knowledge of any Mission Entity Nexstar Party or any Restricted Subsidiary are Guarantor, threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, Station or its operationoperations, other than (i) any proceedings matters which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect Change and (ii) proceedings affecting the television broadcasting industry in general. (div) All reports, applications and other documents required to be filed by the Mission Entities Nexstar Parties, the Guarantors and each of their Restricted Subsidiaries respective subsidiaries with the FCC with respect to the Stations, Stations and the issuance and the sale of the Securities contemplated hereby have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity neither any Nexstar Party nor any Restricted Subsidiary of a Mission Entity Guarantor has knowledge of any matters which could that would reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Entity the Nexstar Parties, the Guarantors or any Restricted Subsidiary of their respective subsidiaries of any material fines or forfeitures by the FCC, or which could would reasonably be expected to result in the suspension, revocation, rescission, reversal or material adverse modification of any Station’s authorization to operate as currently authorized under the authorization rules and regulations of any Broadcast Licensethe FCC and the Communications Act. (ev) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.

FCC Licenses. (ai) Each Mission EntityThe Issuer, the Guarantors and each Restricted Subsidiary of each such entity, holds their respective subsidiaries hold such validly issued Broadcast Licenses FCC licenses and authorizations as are necessary to operate their respective television stations (the Stations “Stations”) as they are currently operatedoperated (collectively, the “FCC Licenses”), and each such Broadcast FCC License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC)effect. The StationsStations and FCC Licenses of the Issuer, together with Broadcast Licenses, the Guarantors and their respective subsidiaries are identified listed on Schedule 5.22III hereto, and each of such Broadcast License FCC Licenses has the expiration date set forth indicated on Schedule 5.22III. (bii) No Mission Entity Neither the Issuer nor any Guarantor has knowledge of any condition imposed by the FCC as part of any Broadcast License FCC License, which condition is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC or the Communications Laws Act of 1934, as amended (the “Communications Act”) applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and the rules and regulations of the FCC and the Communications LawsAct. (ciii) Except as otherwise set forth on Schedule 5.22(c)Schedules III-C and III-D hereto, no proceedings are pending or, or to the knowledge of any Mission Entity the Issuer or any Restricted Subsidiary the Guarantors are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, Station or its operationoperations, other than (i) any proceedings matters which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect Change and (ii) proceedings affecting the television broadcasting industry in general. (div) All Except as set forth on Schedules III-C and III-D hereto, all reports, applications and other documents required to be filed by the Mission Entities Issuer, the Guarantors and each of their Restricted Subsidiaries respective subsidiaries with the FCC with respect to the Stations, Stations and the issuance and the sale of the Securities contemplated hereby have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity neither the Issuer nor any Restricted Subsidiary of a Mission Entity Guarantor has knowledge of any matters which could that would reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Entity the Issuer, the Guarantors or any Restricted Subsidiary of their respective subsidiaries of any material fines or forfeitures by the FCC, or which could would reasonably be expected to result in the suspension, revocation, rescission, reversal or material adverse modification of any Station’s authorization to operate as currently authorized under the authorization rules and regulations of any Broadcast Licensethe FCC and the Communications Act. (ev) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.

FCC Licenses. (ai) Each Mission EntityThe Company or its respective subsidiaries, and each Restricted Subsidiary of each such entityor Mission, holds hold such validly issued Broadcast Licenses Federal Communications Commission ("FCC") licenses and authorizations as are necessary to operate their respective television stations, which are listed on Schedule III (the Stations "Stations"), as they are currently operatedoperated (collectively, the "FCC Licenses"), and each such Broadcast FCC License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC)effect. The StationsFCC Licenses of the Company or its subsidiaries, together with Broadcast Licensesor Mission, are identified listed on Schedule 5.22III, and each of such Broadcast License FCC Licenses has the expiration date set forth indicated on Schedule 5.22III. (bii) No Mission Entity The Company has no knowledge of any condition imposed by the FCC as part of any Broadcast License FCC License, which condition is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and the rules and regulations of the FCC and the Communications LawsAct of 1934, as amended (the "Communications Act"). (ciii) Except as otherwise set forth on Schedule 5.22(c), no No proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, Station or its operation, other than (i) any proceedings matters which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect Change and (ii) proceedings affecting the television broadcasting industry in general. (div) All reports, applications and other documents required to be filed by the Mission Entities Company and their Restricted Subsidiaries its respective subsidiaries, or Mission, with the FCC with respect to the Stations, Stations have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have result in a Material Adverse EffectChange, and except as otherwise set forth on Schedule 5.22(c), the Company has no Mission Entity nor any Restricted Subsidiary of a Mission Entity has knowledge of any matters which that could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Entity the Company or any Restricted Subsidiary of its subsidiaries, or Mission, of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of any Station's authorization to operate as currently authorized under the authorization Communications Act and the policies, rules and regulations of any Broadcast Licensethe FCC. (ev) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.

FCC Licenses. (a) Each Mission EntityThe business of the Borrower and its Subsidiaries is being conducted in compliance with applicable requirements under the federal Communications Act of 1934, as amended, and each Restricted Subsidiary of each such entitywith all relevant rules, holds such validly issued Broadcast Licenses as are necessary to operate the Stations as they are currently operated, regulations and each such Broadcast License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC). The Stations, together with Broadcast Licenses, are identified on Schedule 5.22, and each such Broadcast License has the expiration date set forth on Schedule 5.22. (b) No Mission Entity has knowledge of any condition imposed by the FCC as part of any Broadcast License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws applicable generally to stations published policies of the typeFederal Communications Commission (the “FCC”) (collectively, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c“Communications Laws”), each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast Licenses applicable to it and the Communications Laws. (c) Except except as otherwise set forth on Schedule 5.22(c), no proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entity, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, or its operation, other than (i) any proceedings whichcould not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general. (d) All reports, applications and other documents required to be filed by the Mission Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect. The Borrower and its Subsidiaries possess all licenses and authorizations issued by the FCC necessary to conduct their respective businesses as currently conducted, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All licenses and authorizations issued by the FCC required for the operations of the Borrower and its Subsidiaries are in full force and effect (the “FCC Licenses”), except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as set forth in Schedule 5.23 and for certain license renewal filings made by the Borrower and its Subsidiaries in the ordinary course, there are no pending modifications or amendments to the FCC Licenses, or any revocation proceedings pending with respect to any FCC Licenses, in each case, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 5.23, no event has occurred with respect to such FCC Licenses, which, with the giving of notice or the lapse of time or both, would constitute grounds for revocation of any of the FCC Licenses, other than the expiration of such FCC Licenses in accordance with their terms and except as otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Except as set forth on in Schedule 5.22(c)5.23 there is no condition, no Mission Entity nor event or occurrence existing, nor, to the Borrower’s knowledge, is there any Restricted Subsidiary of a Mission Entity has knowledge of proceeding being conducted or threatened by any matters Governmental Authority, which could reasonably be expected to result in cause the suspension termination, suspension, cancellation, or revocation nonrenewal of or any of the refusal to renew any Broadcast License FCC Licenses, or the imposition on any Mission Entity or any Restricted Subsidiary of any material fines penalty or forfeitures fine by any Governmental Authority with respect to any of the FCCFCC Licenses, the Borrower, or its Subsidiaries, in each case which could could, individually or in the aggregate, reasonably be expected to result have a Material Adverse Effect. (d) Except as set forth in Schedule 5.23, there is no (a) outstanding decree, decision, judgment, or order that has been issued by the FCC against the Borrower, any of its Subsidiaries, or the FCC Licenses, or (b) notice of violation, order to show cause, complaint, investigation or other administrative or judicial proceeding pending or, to the Borrower’s knowledge, threatened by or before the FCC against the Borrower, any of its Subsidiaries, or the FCC Licenses that, in the revocationcase of each of (a) or (b) above, rescissioncould, reversal individually or material adverse modification of in the authorization of any Broadcast Licenseaggregate, reasonably be expected to have a Material Adverse Effect. (e) There are Except as set forth in the Security Agreement, no unsatisfied consent, approval, authorization, order or otherwise outstanding citations issued waiver of, or filing with, the FCC is required under the Communications Laws to be obtained or made by the Borrower or any of its Subsidiaries for the execution, delivery and performance of this Agreement or the transactions contemplated herein and therein, except for the filing of certain of the Loan Documents with the FCC after the execution thereof. (f) The Borrower and its Subsidiaries each have filed with respect the FCC all necessary reports, documents, instruments, information, or applications required to any Station be filed pursuant to the Communications Laws, and have paid all fees required to be paid pursuant to the Communications Laws, except as could not, individually or its operationsin the aggregate, reasonably be expected to have a Material Adverse Effect.

FCC Licenses. (a) Each Mission Entity, and each Restricted Subsidiary of each such entity, Nexstar Entity holds such validly issued Broadcast Licenses FCC licenses and authorizations as are necessary to operate the their respective Stations as they are currently operatedoperated (collectively, the "FCC Licenses"), and each such Broadcast FCC License is in full force and effect (it being recognized that, effect. ------------ The FCC Licenses of each Nexstar Entity as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by of the FCC). The Stations, together with Broadcast Licenses, Effective Date are identified listed on Schedule 5.226.16, and each of such Broadcast License FCC Licenses has the ------------- expiration date set forth indicated on Schedule 5.22.6.16. ------------- (b) No Mission Nexstar Entity has knowledge of any condition imposed by the FCC as part of any Broadcast FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and the rules and regulations of the FCC and the Communications Laws.Act of 1934, as amended (the "Communications Act"). ------------------ (c) Except as otherwise set forth on Schedule 5.22(c), no No proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, Station or its operation, other than (i) any proceedings matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general. (d) All reports, applications and other documents required to be filed by the Mission Nexstar Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, Stations have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity nor any Restricted Subsidiary of a Mission Nexstar Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Nexstar Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of any Station's authorization to operate as currently authorized under the authorization Communications Act and the policies, rules and regulations of any Broadcast Licensethe FCC. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Banks true and complete copies of all FCC Licenses (including any and all amendments and other modifications thereto), all pending applications relating thereto and all orders and other documents issued by the FCC authorizing the Midwest Acquisition.

FCC Licenses. (a) Each Mission Entity, and each Restricted Subsidiary of each such entity, Nexstar Entity holds such validly issued Broadcast Licenses FCC licenses and authorizations as are necessary to operate the their respective Stations as they are currently operatedoperated (collectively, the "FCC Licenses"), and each such Broadcast FCC License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC)effect. The Stations, together with Broadcast Licenses, Stations of each Nexstar Entity and the FCC Licenses of each Nexstar Entity as of the Effective Date are identified listed on Schedule 5.226.16, and each of such Broadcast License FCC Licenses has the expiration date set forth indicated on Schedule 5.226.16. (b) No Mission Nexstar Entity has knowledge of any condition imposed by the FCC as part of any Broadcast FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and the rules and regulations of the FCC and the Communications LawsAct of 1934, as amended (the "Communications Act"). (c) Except as otherwise set forth on Schedule 5.22(c), no No proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, Station or its operation, other than (i) any proceedings matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general. (d) All reports, applications and other documents required to be filed by the Mission Nexstar Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, Stations have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity nor any Restricted Subsidiary of a Mission Nexstar Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Nexstar Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of any Station's authorization to operate as currently authorized under the authorization Communications Act and the policies, rules and regulations of any Broadcast Licensethe FCC. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Banks true and complete copies of all FCC Licenses (including any and all amendments and other modifications thereto), all pending applications relating thereto and all orders and other documents issued by the FCC authorizing the Acquisition of the Xxxxxx Stations and the LIN Stations, if any.

FCC Licenses. (a) Each Mission Entity, and each Restricted Subsidiary of each such entity, Entity holds such validly issued Broadcast Licenses FCC licenses and Authorizations as are necessary to operate the their respective Stations as they are currently operatedoperated (collectively, the "FCC Licenses"), and each such Broadcast FCC License is in full force and effect (it being recognized that, as indicated on Schedules 5.225.16 and 5.17(c), certain Stations may, from time to time, operate are operating pursuant to Special Temporary Authority granted by the FCCAuthority). The Stations, together with Broadcast Licenses, Stations of each Credit Party and the FCC Licenses and FCC licenses and Authorizations of each Credit Party as of the First Amendment Effective Date are identified listed on Schedule 5.225.16, and each of such Broadcast License FCC Licenses has the expiration date set forth indicated on Schedule 5.225.16. (b) No Mission Entity has knowledge of any condition imposed by the FCC as part of any Broadcast FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 5.16 and 5.22(c5.17(c), each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and the rules and regulations of the FCC and the Communications LawsAct of 1934, as amended (the "Communications Act"). (c) Except as otherwise set forth on Schedules 5.16 and Schedule 5.22(c5.17(c), no proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, Station or its operation, other than (i) any proceedings matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general. (d) All reports, applications and other documents required to be filed by the Mission Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, Stations have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(cSchedules 5.16 and 5.17(c), no Mission Entity nor any Restricted Subsidiary of a Mission Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of any Station's authorization to 5432461v.2 25690/685 operate as currently authorized under the authorization Communications Act and the policies, rules and regulations of any Broadcast Licensethe FCC. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Lenders true and complete copies of all FCC Licenses (including any and all amendments and other modifications thereto), and all pending applications relating thereto.

FCC Licenses. Seller is the holder of the licenses, permits and authorizations listed on Schedule 3.8, and except as set forth on such Schedule 3.8: (a) Each Mission Entity, and each Restricted Subsidiary of each such entity, holds such validly issued Broadcast the FCC Licenses as are necessary to operate the Stations as they are currently operated, and each such Broadcast License is in full force and effect (it being recognized thateffect, as indicated on Schedules 5.22and constitute all of the FCC licenses, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted permits and authorizations required by the FCC). The StationsAct, together with Broadcast Licensesthe Rules and Regulations or the FCC for, are identified on Schedule 5.22or used in, and each such Broadcast License has the expiration date set forth on Schedule 5.22.operation of the Station in all material respects as now operated; (b) No Mission Entity has knowledge of any the licenses, permits and authorizations listed on Schedule 3.8 constitute all the current licenses, permits and authorizations issued by the FCC to Seller or pending before the FCC for or in connection with the Station; (c) there is no condition imposed by the FCC as part of any Broadcast FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws applicable generally to stations of the type, nature, class or location of the Station; (d) the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast Licenses FCC Licences applicable to it and in accordance with the Communications Laws.Rules and Regulations, except to the extent a failure to so comply would not constitute a Material Adverse Condition; (ce) Except as otherwise set forth on Schedule 5.22(c)no application, no proceedings are pending action or proceeding is pending, or, to the each Seller’s knowledge of any Mission Entity or any Restricted Subsidiary are threatened is threatened, which may is reasonably likely to result in the revocation, material adverse modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any material fines, forfeitures or other material administrative actions by the FCC with respect to any Station, the Station or its operation, other than (i) any proceedings which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television radio broadcasting industry in general.; (df) All to Seller’s knowledge, there is not before the FCC any material investigation, proceeding, notice of violation or order of forfeiture relating to the Station; (g) Seller has complied in all material respects with all requirements to file material reports, applications and other documents required to be filed by the Mission Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, have been timely filedStation, and all such reports, applications and documents are true, complete and correct and complete in all respects, material respects except where to the extent a failure to make such timely filing or any inaccuracy therein could so comply would not reasonably be expected to have constitute a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c), Condition; (h) there are no Mission Entity nor any Restricted Subsidiary of a Mission Entity has knowledge of any matters related to Seller which could reasonably be expected to result in the suspension or revocation of or the FCC's refusal to renew any Broadcast License grant approval of the assignment to Buyer of the FCC Licenses or the imposition on any Mission Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result Material Adverse Condition in the revocation, rescission, reversal or material adverse modification connection with approval of the authorization of any Broadcast License.such assignment; (ei) There to Seller’s knowledge, there are no not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to any the Station or its operationsoperation; and (j) the "Public Inspection File" of the Station is in substantial and material compliance with Section 73.3526 of the Rules and Regulations.

FCC Licenses. (ai) Each Mission Entity, The Company and each Restricted Subsidiary of each such entity, holds the Guarantors hold such validly issued Broadcast Licenses Federal Communications Commission (the "FCC") licenses and authorizations as are necessary to operate their respective television stations, which are listed on Schedule B (each a "Station" and collectively, the Stations "Stations"), as they are currently operatedoperated (collectively, the "FCC Licenses"), and each such Broadcast FCC License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC)effect. The Stations, together with Broadcast Licenses, FCC Licenses of the Company and each Guarantor are identified listed on Schedule 5.22B, and each of such Broadcast License FCC Licenses has the expiration date set forth indicated on Schedule 5.22.B. (bii) No Mission Entity Neither the Company nor any Guarantor has knowledge of any condition imposed by the FCC as part of any Broadcast License FCC License, which condition is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c)disclosed in the Offering Memorandum, each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and the rules and regulations of the FCC and the Communications LawsAct of 1934, as amended (the "Communications Act"). (ciii) Except as otherwise set forth on Schedule 5.22(c)disclosed in the Offering Memorandum, no proceedings are pending or, or to the knowledge of any Mission Entity or any Restricted Subsidiary Company's knowledge, are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, Station or its operation, other than (i) any proceedings matters which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect Change and (ii) proceedings affecting the television broadcasting industry in general. (div) All reports, applications and other documents required to be filed by the Mission Entities and their Restricted Subsidiaries Company or any such Guarantor with the FCC with respect to the Stations, Stations have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have result in a Material Adverse EffectChange, and except as otherwise set forth on Schedule 5.22(c)disclosed in the Offering Memorandum, no Mission Entity neither the Company nor any Restricted Subsidiary of a Mission Entity the Guarantors has knowledge of any matters which that could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Entity the Company or any Restricted Subsidiary Guarantor of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of any Station's authorization to operate as currently authorized under the authorization Communications Act and the policies, rules and regulations of any Broadcast Licensethe FCC. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.

FCC Licenses. (a) Each Mission EntityThe business of the Borrower and its Subsidiaries is being conducted in compliance with applicable requirements under the federal Communications Act of 1934, as amended, and each Restricted Subsidiary of each such entitywith all relevant rules, holds such validly issued Broadcast Licenses as are necessary to operate the Stations as they are currently operated, regulations and each such Broadcast License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC). The Stations, together with Broadcast Licenses, are identified on Schedule 5.22, and each such Broadcast License has the expiration date set forth on Schedule 5.22. (b) No Mission Entity has knowledge of any condition imposed by the FCC as part of any Broadcast License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws applicable generally to stations published policies of the typeFederal Communications Commission (the “FCC”) (collectively, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c“Communications Laws”), each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast Licenses applicable to it and the Communications Laws. (c) Except except as otherwise set forth on Schedule 5.22(c), no proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entity, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, or its operation, other than (i) any proceedings whichcould not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general. (d) All reports, applications and other documents required to be filed by the Mission Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect. The Borrower and its Subsidiaries possess all licenses and authorizations issued by the FCC necessary to conduct their respective businesses as currently conducted, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All licenses and authorizations issued by the FCC required for the operations of the Borrower and its Subsidiaries are in full force and effect (the “FCC Licenses”), except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as set forth in Schedule 5.22 and for certain license renewal filings made by the Borrower and its Subsidiaries in the ordinary course, there are no pending modifications or amendments to the FCC Licenses, or any revocation proceedings pending with respect to any FCC Licenses, in each case, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 5.22, no event has occurred with respect to such FCC Licenses, which, with the giving of notice or the lapse of time or both, would constitute grounds for revocation of any of the FCC Licenses, other than the expiration of such FCC Licenses in accordance with their terms and except as otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Except as set forth on in Schedule 5.22(c)5.22 there is no condition, no Mission Entity nor event or occurrence existing, nor, to the Borrower’s knowledge, is there any Restricted Subsidiary of a Mission Entity has knowledge of proceeding being conducted or threatened by any matters Governmental Authority, which could reasonably be expected to result in cause the suspension termination, suspension, cancellation, or revocation nonrenewal of or any of the refusal to renew any Broadcast License FCC Licenses, or the imposition on any Mission Entity or any Restricted Subsidiary of any material fines penalty or forfeitures fine by any Governmental Authority with respect to any of the FCCFCC Licenses, the Borrower, or its Subsidiaries, in each case which could could, individually or in the aggregate, reasonably be expected to result have a Material Adverse Effect. (d) Except as set forth in Schedule 5.22, there is no (a) outstanding decree, decision, judgment, or order that has been issued by the FCC against the Borrower, any of its Subsidiaries, or the FCC Licenses, or (b) notice of violation, order to show cause, complaint, investigation or other administrative or judicial proceeding pending or, to the Borrower’s knowledge, threatened by or before the FCC against the Borrower, any of its Subsidiaries, or the FCC Licenses that, in the revocationcase of each of (a) or (b) above, rescissioncould, reversal individually or material adverse modification of in the authorization of any Broadcast Licenseaggregate, reasonably be expected to have a Material Adverse Effect. (e) There are Except as set forth in the Security Agreement, no unsatisfied consent, approval, authorization, order or otherwise outstanding citations issued waiver of, or filing with, the FCC is required under the Communications Laws to be obtained or made by the Borrower or any of its Subsidiaries for the execution, delivery and performance of this Agreement or the transactions contemplated herein and therein. (f) The Borrower and its Subsidiaries each have filed with the FCC with respect all necessary reports, documents, instruments, information, or applications required to any Station be filed pursuant to the Communications Laws, and have paid all fees required to be paid pursuant to the Communications Laws, except as could not, individually or its operationsin the aggregate, reasonably be expected to have a Material Adverse Effect.

FCC Licenses. (ai) Each Mission Entity, of the Company and each Restricted Subsidiary of each such entity, the Guarantors and their Subsidiaries holds such validly issued Broadcast Licenses as are Licenses, or agreements with the licensee of a Station to provide programming to the Station, necessary to operate the Stations conduct their respective businesses as they are currently operatedconducted, and each such Broadcast License is in full force and effect (it being recognized thateffect. As of the applicable Closing Date, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC). The Stations, together with their respective Broadcast Licenses, are identified on Schedule 5.22(rr), and each such Broadcast License has the expiration date set forth on Schedule 5.22(rr). (bii) No Mission Entity None of the Company, the Guarantors nor their Subsidiaries has knowledge of any condition imposed by the FCC as part of any Broadcast License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws applicable generally to stations of the type, nature, class class, or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(cSchedule (rr), each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast Licenses applicable to it and the Communications Laws. Except as set forth on Schedule (rr), no event has occurred with respect to such Broadcast Licenses, which, with the giving of notice or the lapse of time or both, would constitute grounds for revocation of any of the Broadcast Licenses, other than the expiration of such Broadcast Licenses in accordance with their terms and except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change. (ciii) Except as otherwise set forth on Schedule 5.22(c(rr), as of the applicable Closing Date hereof, no proceedings are pending or, to the knowledge any of the Company, any Mission Entity or any Restricted Subsidiary Guarantor and their Subsidiaries, are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission EntityLicense, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, or its operation, other than (i) any proceedings which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect Change and (ii) proceedings affecting the television radio broadcasting industry in general. (div) All reports, applications applications, and other documents required to be filed by any of the Mission Entities Company, the Guarantors and their Restricted Subsidiaries with the FCC with respect to the Stations, Stations have been timely filed, and all such reports, applications and documents are true, correct correct, and complete in all respects. None of the Company, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, Guarantors and except as otherwise set forth on Schedule 5.22(c), no Mission Entity nor any Restricted Subsidiary of a Mission Entity their Subsidiaries has knowledge of any matters which which, could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License or the imposition on any Mission Entity or any Restricted Subsidiary of the Company, the Guarantors and their Subsidiaries of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal reversal, or material adverse modification of the authorization of any Broadcast License. (ev) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations. Each of the Company, the Guarantors and their Subsidiaries each have paid all fees required to be paid pursuant to the Communications Laws.

FCC Licenses. (a) Each Mission EntityA true and complete list of the licenses (the “FCC Licenses”) issued by the U.S. Federal Communications Commission (the “FCC”) and held by the Company or its wholly- owned subsidiary, Progeny LMS, LLC (hereinafter jointly referred to in this Section 3.10 and in Schedule D-2 as the “Company”), is included in Schedule D-1 hereto. The Company is the sole holder of the FCC Licenses, and each Restricted Subsidiary no other Person has any right, title or interest in or with respect to the FCC Licenses. The Company holds the FCC Licenses free and clear of each such entityall Liens and, holds such except as indicated in Schedule D-1 hereto, the FCC Licenses are regular FCC authorizations and not experimental, special temporary, demonstration or developmental authorizations. (b) The FCC Licenses are validly issued Broadcast Licenses as are necessary to operate the Stations as they are currently operated, Company and each such Broadcast License is in full force and effect (it being recognized thatand have not been revoked, as indicated on Schedules 5.22suspended, certain Stations maycanceled, from time to time, operate pursuant to Special Temporary Authority granted by the FCC)rescinded or terminated. The Stations, together with Broadcast Licenses, are identified on Schedule 5.22, and each such Broadcast License has the expiration date set forth on Schedule 5.22. (b) No Mission Entity has knowledge most recent ten- year term of any condition imposed by the FCC as part Licenses expired on July 17, 2020, but the Company timely filed renewal applications seeking an additional ten-year term for each of any Broadcast License which is neither set forth on the face thereof as issued by the FCC nor contained in Licenses and tolling their expiration dates. The Company has received no communication or other indication from the Communications Laws applicable generally to stations of FCC that it might refrain from granting the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast Licenses applicable to it and the Communications Lawsrenewal applications. (c) Except as otherwise set forth on indicated in Schedule 5.22(c)D-2 hereto, no proceedings are pending or, all reports and notices to the knowledge of any Mission Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entity, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, or its operation, other than (i) any proceedings which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general. (d) All reports, applications and other documents required to be filed by the Mission Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, FCC Licenses have been timely filed, and all such reports, applications are complete and documents are true, correct and complete accurate in all material respects. The Company is in compliance in all material respects with the terms of the FCC Licenses, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse EffectFederal Communications Act of 1934, as amended, and except as otherwise set forth on Schedule 5.22(c)the rules, no Mission Entity nor any Restricted Subsidiary regulations and policies of a Mission Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License or the imposition on any Mission Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC. There is no order to show cause, notice of violation, notice of apparent liability, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification notice of the authorization of any Broadcast License. (e) There are no unsatisfied or otherwise outstanding citations issued forfeiture pending by the FCC with respect to the FCC Licenses and, to the Company’s knowledge, no such order or notice has been threatened. All payments to any Station applicable Governmental Authority for or its operationsrequired with respect to the Company’s FCC Licenses have been timely made. The Company has not incurred any FCC fine, charge or other liability resulting from any noncompliance with respect to the FCC Rules relating to the FCC Licenses, or such reports or notices, and, to the Company’s knowledge, no such fine, charge or other liability has been threatened.

FCC Licenses. (ai) Each Mission Entity, of the Company and each Restricted Subsidiary of each such entity, the Guarantors and their Subsidiaries holds such validly issued Broadcast Licenses as are Licenses, or agreements with the licensee of a Station to provide programming to the Station, necessary to operate the Stations conduct their respective businesses as they are currently operatedconducted, and each such Broadcast License is in full force and effect (it being recognized thateffect. As of the Closing Date, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC). The Stations, together with their respective Broadcast Licenses, are identified on Schedule 5.22(rr), and each such Broadcast License has the expiration date set forth on Schedule 5.22(rr). (bii) No Mission Entity None of the Company, the Guarantors nor their Subsidiaries has knowledge of any condition imposed by the FCC as part of any Broadcast License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws applicable generally to stations of the type, nature, class class, or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(cSchedule (rr), each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast Licenses applicable to it and the Communications Laws. Except as set forth on Schedule (rr), no event has occurred with respect to such Broadcast Licenses, which, with the giving of notice or the lapse of time or both, would constitute grounds for revocation of any of the Broadcast Licenses, other than the expiration of such Broadcast Licenses in accordance with their terms and except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change. (ciii) Except as otherwise set forth on Schedule 5.22(c(rr), as of the Closing Date, no proceedings are pending or, to the knowledge any of the Company, any Mission Entity or any Restricted Subsidiary Guarantor and their Subsidiaries, are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission EntityLicense, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, or its operation, other than (i) any proceedings which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect Change and (ii) proceedings affecting the television radio broadcasting industry in general. (div) All reports, applications applications, and other documents required to be filed by any of the Mission Entities Company, the Guarantors and their Restricted Subsidiaries with the FCC with respect to the Stations, Stations have been timely filed, and all such reports, applications and documents are true, correct correct, and complete in all respects. None of the Company, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, Guarantors and except as otherwise set forth on Schedule 5.22(c), no Mission Entity nor any Restricted Subsidiary of a Mission Entity their Subsidiaries has knowledge of any matters which which, could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License or the imposition on any Mission Entity or any Restricted Subsidiary of the Company, the Guarantors and their Subsidiaries of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal reversal, or material adverse modification of the authorization of any Broadcast License. (ev) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations. Each of the Company, the Guarantors and their Subsidiaries each have paid all fees required to be paid pursuant to the Communications Laws.

FCC Licenses. (a) Each Mission Entity, and each Restricted Subsidiary of each such entity, Nexstar Entity holds such validly issued Broadcast Licenses FCC licenses and Authorizations as are necessary to operate the their respective Stations as they are currently operatedoperated (collectively, the “FCC Licenses”), and each such Broadcast FCC License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC)effect. The Stations, together with Broadcast Licenses, Stations of each Nexstar Entity and the FCC Licenses of each Nexstar Entity as of the Effective Date are identified listed on Schedule 5.225.16, and each of such Broadcast License FCC Licenses has the expiration date set forth indicated on Schedule 5.225.16. (b) No Mission Nexstar Entity has knowledge of any condition imposed by the FCC as part of any Broadcast FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and the rules and regulations of the FCC and the Communications LawsAct of 1934, as amended (the “Communications Act”). (c) Except as otherwise set forth on Schedule 5.22(c), no No proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, Station or its operation, other than (i) any proceedings matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general. (d) All reports, applications and other documents required to be filed by the Mission Nexstar Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, Stations have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity nor any Restricted Subsidiary of a Mission Nexstar Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Nexstar Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of any Station’s authorization to operate as currently authorized under the authorization Communications Act and the policies, rules and regulations of any Broadcast Licensethe FCC. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Lenders true and complete copies of all FCC Licenses (including any and all amendments and other modifications thereto) and all pending applications relating thereto. (f) Non-U.S. voting interests held, directly or indirectly, by entities other than XXXX X.X. II and XXXX X.X. III are less than 25 percent of the Ultimate Parent’s total voting interests and the total equity of the Ultimate Parent held by non-U.S. citizens, directly or indirectly, by entities other than XXXX X.X. II and XXXX X.X. III is less than 10.3 percent of the Ultimate Parent’s total equity.

FCC Licenses. (ai) Each Mission EntityThe Company, Mission, Quorum, the Quorum Contractual Entities and each Restricted Subsidiary of each such entity, holds their respective subsidiaries hold such validly issued Broadcast Licenses FCC licenses and authorizations as are necessary to operate their respective television stations (the Stations "Stations") as they are currently operatedoperated (collectively, the "FCC Licenses"), and each such Broadcast FCC License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC)effect. The StationsStations and FCC Licenses of the Company, together with Broadcast LicensesMission, Quorum, the Quorum Contractual Entities and their respective subsidiaries are identified listed on Schedule 5.22Appendix II hereto, and each of such Broadcast License FCC Licenses has the expiration date set forth indicated on Schedule 5.22Appendix II. (bii) No Mission Entity The Company has no knowledge of any condition imposed by the FCC as part of any Broadcast License FCC License, which condition is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC or the Communications Laws Act of 1934, as amended (the "Communications Act") applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and the rules and regulations of the FCC and the Communications LawsAct. (ciii) Except as otherwise set forth on Schedule 5.22(c), no No proceedings are pending or, or to the knowledge of any Mission Entity or any Restricted Subsidiary the Company are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, Station or its operationoperations, other than (i) any proceedings matters which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect Change and (ii) proceedings affecting the television broadcasting industry in general. (div) All reports, applications and other documents required to be filed by the Mission Company, Mission, Quorum, the Quorum Contractual Entities and each of their Restricted Subsidiaries respective subsidiaries with the FCC with respect to the Stations, Stations and the Reorganization and the Quorum Transactions have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange, and except as otherwise set forth on Schedule 5.22(c), the Company has no Mission Entity nor any Restricted Subsidiary of a Mission Entity has knowledge of any matters which could that would reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Entity the Company, Mission, Quorum, the Quorum Contractual Entities or any Restricted Subsidiary of their respective subsidiaries of any material fines or forfeitures by the FCC, or which could would reasonably be expected to result in the suspension, revocation, rescission, reversal or material adverse modification of any Station's authorization to operate as currently authorized under the authorization rules and regulations of any Broadcast Licensethe FCC and the Communications Act. (ev) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.

FCC Licenses. (a) Each Mission EntityEntercom has made available to Exchange Party true, correct and each Restricted Subsidiary complete copies of each such entitythe Entercom FCC Licenses, holds such including any and all amendments and modifications thereto. The Entercom FCC Licenses were validly issued Broadcast Licenses by the FCC, as of the Closing will be validly held by Entercom and are necessary to operate the Stations as they are currently operated, and each such Broadcast License is in full force and effect (it being recognized thateffect. The Entercom FCC Licenses are not subject to any condition except for those conditions that appear on the face of the Entercom FCC Licenses, as indicated on Schedules 5.22, certain Stations may, from time those conditions applicable to time, operate pursuant to Special Temporary Authority granted by the FCCradio broadcast licenses generally or those conditions disclosed in Schedule 1.1(a). The Stations, together with Broadcast Licenses, are identified Entercom FCC Licenses listed on Schedule 5.221.1(a) constitute all authorizations issued by the FCC necessary for the operation of the Entercom Stations as currently conducted, and each such Broadcast License has except for immaterial licenses ancillary to the expiration date set forth on Schedule 5.22operation of the Entercom Stations. (b) No Mission Entity has knowledge of any condition imposed by the FCC as part of any Broadcast License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast Licenses applicable to it and the Communications Laws. (c) Except as otherwise set forth on Schedule 5.22(c1.1(a), no proceedings are pending or, the Entercom FCC Licenses have been issued or renewed for the full terms customarily issued to radio broadcast stations licensed to the knowledge states in which the Entercom Stations’ communities of any Mission Entity or any Restricted Subsidiary license are threatened which may result in located. Except as set forth on Schedule 1.1(a), there are no applications pending before the revocation, modification, non-renewal or suspension FCC relating to the operation of any applicable Broadcast License of such Mission Entitythe Entercom Stations. (c) Except as set forth on Schedule 1.1(a), the denial Entercom Stations are operated in compliance with the Communications Act of any pending 1934, as amended (the “Communications Act”) and the Entercom FCC Licenses, all applications, the issuance of any cease reports and desist order or the imposition of any fines, forfeitures or other administrative actions disclosures required by the FCC with to be filed in respect of the Entercom Stations, and all FCC regulatory fees in respect thereof, have been timely filed or paid, except where the failure to any Station, or its operation, other than (i) any proceedings whichdo so could not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting material adverse effect on the television broadcasting industry in generalEntercom Station Assets. (d) All reportsExcept as set forth on Schedule 1.1(a), applications to the knowledge of Entercom after due inquiry by its FCC counsel and consultation by Entercom with such counsel, there are no petitions, complaints, orders to show cause, notices of violation, notices of apparent liability, notices of forfeiture, proceedings or other documents required to be filed by the Mission Entities and their Restricted Subsidiaries with actions pending or threatened before the FCC with respect relating to the Stations, have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not Entercom Stations that would reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity nor any Restricted Subsidiary of a Mission Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License or the imposition on any Mission Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification effect on the operation of the authorization of any Broadcast LicenseEntercom Stations, other than proceedings affecting the radio broadcast industry generally. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.

FCC Licenses. (a) Each Mission Entity, and each Restricted Subsidiary of each such entity, holds such validly issued Broadcast Licenses as are necessary to operate the Stations as they are currently operated, and each such Broadcast License is in full force and effect (it being recognized that, as indicated on Schedules 5.225.22 as of the Closing Date, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC). The As of the Closing Date, the Stations, together with Broadcast Licenses, are identified on Schedule 5.22, and each such Broadcast License has the expiration date set forth on Schedule 5.22. (b) No Mission Entity has knowledge of any condition imposed by the FCC as part of any Broadcast License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c)) as of the Closing Date, each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast Licenses applicable to it and the Communications Laws. (c) Except as otherwise set forth on Schedule 5.22(c)) as of the Closing Date, no proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal non‑renewal or suspension of any applicable Broadcast License of such Mission Entity, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, or its operation, other than (i) any proceedings which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general. (d) All reports, applications and other documents required to be filed by the Mission Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c)) as of the Closing Date, no Mission Entity nor any Restricted Subsidiary of a Mission Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License or the imposition on any Mission Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of the authorization of any Broadcast License. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.

FCC Licenses. (a) Each Mission EntitySeller has made available to Buyer true, correct and each Restricted Subsidiary complete copies of each such entitythe FCC Licenses, holds such including any and all amendments and modifications thereto. The FCC Licenses were validly issued Broadcast Licenses as by the FCC, are necessary to operate the Stations as they validly held by Seller and are currently operated, and each such Broadcast License is in full force and effect (it being recognized thateffect. The FCC Licenses are not subject to any condition except for those conditions that appear on the face of the FCC Licenses, as indicated on Schedules 5.22, certain Stations may, from time those conditions applicable to time, operate pursuant to Special Temporary Authority granted by the FCCradio broadcast licenses generally or those conditions disclosed in Schedule 2.7(a). The Stations, together with Broadcast Licenses, are identified FCC Licenses listed on Schedule 5.221.1(a) constitute all authorizations issued by the FCC necessary for the operation of the Stations as currently conducted by Seller, and each such Broadcast License has except for those licenses the expiration date set forth on Schedule 5.22absence of which would not reasonably be expected to have a Seller Material Adverse Effect. (b) No Mission Entity has knowledge of any condition imposed by the FCC as part of any Broadcast License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast Licenses applicable to it and the Communications Laws. (c) Except as otherwise set forth on Schedule 5.22(c2.7(b), no proceedings are pending or, the FCC Licenses for each Station have been issued or renewed for the full terms customarily issued to radio broadcast stations licensed to the knowledge state in which the Station’s community of any Mission Entity license is located. Except as set forth on Schedule 2.7(b), Seller has no applications pending before the FCC relating to the operation of the Stations. (c) Except as set forth on Schedule 2.7(c), Seller (i) has operated the Stations in compliance with the Communications Act of 1934, as amended (the “Communications Act”) and the FCC Licenses, (ii) has filed or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entity, the denial of any pending made all applications, the issuance of any cease reports and desist order or the imposition of any fines, forfeitures or other administrative actions disclosures required by the FCC with to be made in respect of the Stations and (iii) has timely paid all FCC regulatory fees in respect thereof, except where the failure to any Station, or its operation, other than (i) any proceedings whichdo so could not, individually or in the aggregate, could not reasonably be expected to have a Seller Material Adverse Effect Effect. All such reports and (ii) proceedings affecting filings are accurate and complete and, from the television broadcasting industry in general. (d) All reportsdate hereof to the Closing Date, applications and other documents required to will be filed by the Mission Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, have been on a timely filed, and all such reports, applications and documents are true, correct and complete in all respectsbasis, except where such failure would not, individually or in the failure to make such timely filing or any inaccuracy therein could not aggregate, reasonably be expected to have a Seller Material Adverse Effect. (d) Except as set forth on Schedule 2.7(d), to the knowledge of Seller after due inquiry of its FCC counsel, there are no petitions, complaints, orders to show cause, notices of violation, notices of apparent liability, notices of forfeiture, proceedings or other actions pending or threatened before the FCC relating to the Stations that would reasonably be expected to have a Seller Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity nor any Restricted Subsidiary of a Mission Entity has knowledge of any matters which could reasonably be expected to result in other than proceedings affecting the suspension or revocation of or the refusal to renew any Broadcast License or the imposition on any Mission Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of the authorization of any Broadcast Licenseradio broadcast industry generally. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.

FCC Licenses. (a) Each Mission Entity, and each Restricted Subsidiary of each such entity, Entity holds such validly issued Broadcast Licenses FCC licenses and Authorizations as are necessary to operate the their respective Stations as they are currently operatedoperated (collectively, the “FCC Licenses”), and each such Broadcast FCC License is in full force and effect (it being recognized that, as indicated on Schedules 5.225.16 and 5.17(c), certain Stations may, from time to time, operate are operating pursuant to Special Temporary Authority granted by the FCCAuthority). The Stations, together with Broadcast Licenses, Stations of each Credit Party and the FCC Licenses and FCC licenses and Authorizations of each Credit Party as of the Second Amendment Effective Date are identified listed on Schedule 5.225.16, and each of such Broadcast License FCC Licenses has the expiration date set forth indicated on Schedule 5.225.16. (b) No Mission Entity has knowledge of any condition imposed by the FCC as part of any Broadcast FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 5.16 and 5.22(c5.17(c), each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and the rules and regulations of the FCC and the Communications LawsAct of 1934, as amended (the “Communications Act”). (c) Except as otherwise set forth on Schedule 5.22(c5.16 and Schedule 5.17(c), no proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, Station or its operation, other than (i) any proceedings matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general. (d) All reports, applications and other documents required to be filed by the Mission Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, Stations have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(cSchedules 5.16 and 5.17(c), no Mission Entity nor any Restricted Subsidiary of a Mission Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of any Station’s authorization to operate as currently authorized under the authorization Communications Act and the policies, rules and regulations of any Broadcast Licensethe FCC. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Lenders true and complete copies of all FCC Licenses (including any and all amendments and other modifications thereto), and all pending applications relating thereto.

FCC Licenses. (a) Each Mission Entity, and each Restricted Subsidiary of each such entity, Nexstar Entity holds such validly issued Broadcast Licenses FCC licenses and authorizations as are necessary to operate the their respective Stations as they are currently operatedoperated (collectively, the "FCC Licenses"), and each ------------ such Broadcast FCC License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC)effect. The Stations, together with Broadcast Licenses, FCC Licenses of each Nexstar Entity as of the Effective Date are identified listed on Schedule 5.226.16, and ------------- each of such Broadcast License FCC Licenses has the expiration date set forth indicated on Schedule 5.22.-------- 6.16. ----- (b) No Mission Nexstar Entity has knowledge of any condition imposed by the FCC as part of any Broadcast FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws rules and regulations of ------ the FCC applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and the rules and regulations of the FCC and the Communications Laws.Act of 1934, as amended (the "Communications Act"). ------------------ (c) Except as otherwise set forth on Schedule 5.22(c), no No proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, Station or its operation, other than (i) any proceedings matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general. (d) All reports, applications and other documents required to be filed by the Mission Nexstar Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, Stations have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity nor any Restricted Subsidiary of a Mission Nexstar Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Nexstar Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of any Station's authorization to operate as currently authorized under the authorization Communications Act and the policies, rules and regulations of any Broadcast Licensethe FCC. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.

FCC Licenses. (a) Each Mission Entity, and each Restricted Subsidiary of each such entity, Entity holds such validly issued Broadcast Licenses FCC licenses and authorizations as are necessary to operate the their respective Stations as they are currently operatedoperated (collectively, the “FCC Licenses”), and each such Broadcast FCC License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC)effect. The Stations, together with Broadcast Licenses, Stations of each Mission Entity and the FCC Licenses of each Mission Entity as of the Effective Date are identified listed on Schedule 5.226.16, and each of such Broadcast License FCC Licenses has the expiration date set forth indicated on Schedule 5.226.16. (b) No Mission Entity has knowledge of any condition imposed by the FCC as part of any Broadcast FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and the rules and regulations of the FCC and the Communications LawsAct of 1934, as amended (the “Communications Act”). (c) Except as otherwise set forth on Schedule 5.22(c), no No proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, Station or its operation, other than (i) any proceedings matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general. (d) All reports, applications and other documents required to be filed by the Mission Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, Stations have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity nor any Restricted Subsidiary of a Mission Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of any Station’s authorization to operate as currently authorized under the authorization Communications Act and the policies, rules and regulations of any Broadcast Licensethe FCC. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Banks true and complete copies of all FCC Licenses (including any and all amendments and other modifications thereto), all pending applications relating thereto and all orders and other documents issued by the FCC authorizing the Acquisition of WBAK, if any.

FCC Licenses. (a) Each Mission Xxxxxxxx Entity, and each Restricted Subsidiary of each such entity, holds such validly issued Broadcast Licenses as are necessary to operate the Stations as they are currently operated, and each such Broadcast License is in full force and effect (it being recognized that, as indicated on Schedules 5.225.22 as of the Closing Date, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC). The As of the Closing Date, the Stations, together with Broadcast Licenses, are identified on Schedule 5.22, and each such Broadcast License has the expiration date set forth on Schedule 5.22. (b) No Mission Xxxxxxxx Entity has knowledge of any condition imposed by the FCC as part of any Broadcast License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c)) as of the Closing Date, each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast Licenses applicable to it and the Communications Laws. (c) Except as otherwise set forth on Schedule 5.22(c)) as of the Closing Date, no proceedings are pending or, to the knowledge of any Mission Xxxxxxxx Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal non‑renewal or suspension of any applicable Broadcast License of such Mission Xxxxxxxx Entity, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, or its operation, other than (i) any proceedings which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general. (d) All reports, applications and other documents required to be filed by the Mission Xxxxxxxx Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c)) as of the Closing Date, no Mission Xxxxxxxx Entity nor any Restricted Subsidiary of a Mission Xxxxxxxx Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License or the imposition on any Mission Xxxxxxxx Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of the authorization of any Broadcast License. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.

FCC Licenses. (a) Each Mission Entity, and each Restricted Subsidiary of each such entity, Nexstar Entity holds such validly issued Broadcast Licenses FCC licenses and authorizations as are necessary to operate the their respective Stations as they are currently operatedoperated (collectively, the "FCC Licenses"), and each such Broadcast FCC License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC)effect. The Stations, together with Broadcast Licenses, FCC Licenses of each Nexstar Entity as of the Effective Date are identified listed on Schedule 5.226.16, and each of such Broadcast License FCC Licenses has the expiration date set forth indicated on Schedule 5.226.16. (b) No Mission Nexstar Entity has knowledge of any condition imposed by the FCC as part of any Broadcast FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and the rules and regulations of the FCC and the Communications LawsAct of 1934, as amended (the "Communications Act"). (c) Except as otherwise set forth on Schedule 5.22(c), no No proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, Station or its operation, other than (i) any proceedings matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general. (d) All reports, applications and other documents required to be filed by the Mission Nexstar Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, Stations have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity nor any Restricted Subsidiary of a Mission Nexstar Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Nexstar Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of any Station's authorization to operate as currently authorized under the authorization Communications Act and the policies, rules and regulations of any Broadcast Licensethe FCC. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Banks true and complete copies of all FCC Licenses (including any and all amendments and other modifications thereto), all pending applications relating thereto and all orders and other documents issued by the FCC authorizing the Midwest Acquisition.

FCC Licenses. (ai) Each Mission EntityThe Issuers, the Guarantors and each Restricted Subsidiary of each such entity, holds their respective subsidiaries hold such validly issued Broadcast Licenses FCC licenses and authorizations as are necessary to operate their respective television stations (the Stations “Stations”) as they are currently operatedoperated (collectively, the “FCC Licenses”), and each such Broadcast FCC License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC)effect. The StationsStations and FCC Licenses of the Issuers, together with Broadcast Licenses, the Guarantors and their respective subsidiaries are identified listed on Schedule 5.22IV hereto, and each of such Broadcast License FCC Licenses has the expiration date set forth indicated on Schedule 5.22IV. (bii) No Mission Entity Neither the Issuers nor the Guarantors has knowledge of any condition imposed by the FCC as part of any Broadcast License FCC License, which condition is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC or the Communications Laws Act of 1934, as amended (the “Communications Act”) applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and the rules and regulations of the FCC and the Communications LawsAct. (ciii) Except as otherwise set forth on Schedule 5.22(c)Schedules IV-C and IV-D hereto, no proceedings are pending or, or to the knowledge of any Mission Entity the Issuers or any Restricted Subsidiary the Guarantors are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, Station or its operationoperations, other than (i) any proceedings matters which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect Change and (ii) proceedings affecting the television broadcasting industry in general. (div) All Except as set forth on Schedules IV-C and IV-D hereto, all reports, applications and other documents required to be filed by the Mission Entities Issuers, the Guarantors and each of their Restricted Subsidiaries respective subsidiaries with the FCC with respect to the Stations, Stations and the issuance and the sale of the Securities contemplated hereby have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not would not, singly or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity neither the Issuers nor any Restricted Subsidiary of a Mission Entity Guarantor has knowledge of any matters which could that would reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Entity the Issuers, the Guarantors or any Restricted Subsidiary of their respective subsidiaries of any material fines or forfeitures by the FCC, or which could would reasonably be expected to result in the suspension, revocation, rescission, reversal or material adverse modification of any Station’s authorization to operate as currently authorized under the authorization rules and regulations of any Broadcast Licensethe FCC and the Communications Act. (ev) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.

FCC Licenses. (ai) Each Mission EntityThe Issuer, the Guarantors and each Restricted Subsidiary of each such entity, holds their respective subsidiaries hold such validly issued Broadcast Licenses FCC licenses and authorizations as are necessary to operate their respective television stations (the Stations “Stations”) as they are currently operatedoperated (collectively, the “FCC Licenses”), and each such Broadcast FCC License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC)effect. The StationsStations and FCC Licenses of the Issuer, together with Broadcast Licenses, the Guarantors and their respective subsidiaries are identified listed on Schedule 5.22IV hereto, and each of such Broadcast License FCC Licenses has the expiration date set forth indicated on Schedule 5.22IV. (bii) No Mission Entity Neither the Issuer nor the Guarantors has knowledge of any condition imposed by the FCC as part of any Broadcast License FCC License, which condition is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC or the Communications Laws Act of 1934, as amended (the “Communications Act”) applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and the rules and regulations of the FCC and the Communications LawsAct. (ciii) Except as otherwise set forth on Schedule 5.22(c)Schedules IV-C and IV-D hereto, no proceedings are pending or, or to the knowledge of any Mission Entity the Issuer or any Restricted Subsidiary the Guarantors are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, Station or its operationoperations, other than (i) any proceedings matters which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect Change and (ii) proceedings affecting the television broadcasting industry in general. (div) All Except as set forth on Schedules IV-C and IV-D hereto, all reports, applications and other documents required to be filed by the Mission Entities Issuer, the Guarantors and each of their Restricted Subsidiaries respective subsidiaries with the FCC with respect to the Stations, Stations and the issuance and the sale of the Securities contemplated hereby have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not would not, singly or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity neither the Issuer nor any Restricted Subsidiary of a Mission Entity Guarantor has knowledge of any matters which could that would reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Entity the Issuer, the Guarantors or any Restricted Subsidiary of their respective subsidiaries of any material fines or forfeitures by the FCC, or which could would reasonably be expected to result in the suspension, revocation, rescission, reversal or material adverse modification of any Station’s authorization to operate as currently authorized under the authorization rules and regulations of any Broadcast Licensethe FCC and the Communications Act. (ev) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.

FCC Licenses. (aThe FCC has granted the Licenses listed on ------------ Schedule 4(g) Each Mission Entityfor construction and/or operation of transmission facilities ---- utilizing the Channels. Except as set forth on Schedule 4(g), and each Restricted Subsidiary of each such entity, holds such validly issued Broadcast the ---- Licenses as are necessary to operate the Stations as they are currently operated, and each such Broadcast License described therein is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC). The Stations, together with Broadcast Licenses, are identified on Schedule 5.22effect, and each such Broadcast License has the expiration date Licenses include all of the licenses, permits and authorizations from the FCC associated with operation of the Wireless Cable Service as currently conducted. No other license, permit or authorization is required from any other governmental or regulatory agency or body for the operation of the Wireless Cable Service as currently conducted. Except as set forth on Schedule 5.22. (b) No Mission Entity has knowledge of any condition imposed by the FCC as part of any Broadcast License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c4(g), each Station has been and is being operated in all material respects in accordance with the terms and conditions there are no existing proceedings (other than proceedings of the Broadcast Licenses applicable to it and the Communications Laws. (c) Except as otherwise set forth on Schedule 5.22(c---- general applicability), no proceedings are complaints or investigations pending or, to the knowledge of any Mission Entity Target and Xxxxxxxx, threatened before or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entity, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect or any other local, state or federal governmental authority relating to any Stationof the Licenses that, or its operationif adversely determined, other than (i) any proceedings which, individually or in the aggregate, could not reasonably be expected to would have a Material Adverse Effect and (ii) proceedings affecting on the television broadcasting industry in general. (d) All reportsChannels or their associated transmission facilities or the Wireless Cable Service. Except as set forth on Schedule 4(g), applications all applications, reports and other documents ---- disclosures required to be filed by the Mission Entities FCC or with respect to each of the Channels licensed to Xxxxxxxx have been duly and their Restricted Subsidiaries with timely filed. Except as set forth on Schedule 4(g), to the best of Target's and Xxxxxxxx'x knowledge, all ---- applications, reports and other disclosures required by the FCC or with respect to the Stations, Leased Channels have been duly and timely filed, and all such reports, applications and documents are true, correct and complete in all respects, filed since Target acquired the Wireless Cable Service (except where for those the failure to make such timely non-filing or any inaccuracy therein late filing of which could not reasonably be expected to have a Material Adverse Effect). Target was a duly qualified bidder in the MDS Auction, and except was the winning bidder for the BTAs identified on Schedule 4(g). Prior to the commencement ---- of the MDS Auction, Target timely filed all requisite certifications and disclosures to fully qualify it to be an eligible bidder in the MDS Auction and to be awarded a BTA Authorization for each BTA identified on Schedule 4(g). Both before, during and after the MDS Auction, Target was in full ---- compliance with the FCC's anti-collusion rules applicable to bidders in the MDS Auction. Following the close of the Auction, Target timely submitted all requisite down payments and submitted one (1) or more Long Form Applications or a Statement of Intention, as otherwise that term is defined by the FCC, for each BTA Authorization for each BTA identified on Schedule 4(g). ---- On or before the due dates established by the FCC for each BTA identified on Schedule 4(g), and subject to the FCC grant of its Long ---- Form Applications and the provisions of this Agreement, Target has submitted or will submit the balance of the payments required for each such BTA to enable Target to be issued a BTA Authorization for each BTA identified on Schedule 4(g). Except as set forth on Schedule 5.22(c4(g), Target ---- ---- knows of no Mission Entity nor any Restricted Subsidiary reason why it will be deemed unable to assign to Buyer each BTA Authorization identified on Schedule 4(g) upon the filing with the FCC of ---- all necessary and appropriate applications for consent to assign such BTA Authorizations to Buyer. To the extent of Target's knowledge, except as disclosed in Schedule 4(g), ---- no conditions exist that would cause, or might cause, the FCC to decline to issue such authorizations as may be necessary or desirable to keep the Licenses in full force and effect or to issue the BTA Authorizations identified on Schedule 4(g), without material adverse alteration or ----- modification, other than a Mission Entity has knowledge material adverse alteration or modification resulting from changes in the FCC's rules or policies of general applicability or from the FCC grant of applications disclosed in Schedule 4(g). Target is not aware of any matters pending rulemaking or other proceeding ---- (other than proceedings of general applicability), except as listed in Schedule 4(g), which could reasonably be expected to result in might have an adverse affect on the suspension or revocation of or the refusal to renew any Broadcast License or the imposition on any Mission Entity or any Restricted Subsidiary terms and ---- conditions of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of the authorization of any Broadcast such License. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.

FCC Licenses. (ai) Each Mission EntityThe Issuer, the Guarantors and each Restricted Subsidiary of each such entity, holds their respective subsidiaries hold such validly issued Broadcast Licenses FCC licenses and authorizations as are necessary to operate their respective television stations (the Stations “Stations”) as they are currently operatedoperated (collectively, the “FCC Licenses”), and each such Broadcast FCC License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC)effect. The StationsStations and FCC Licenses of the Issuer, together with Broadcast Licenses, the Guarantors and their respective subsidiaries are identified listed on Schedule 5.22IV hereto, and each of such Broadcast License FCC Licenses has the expiration date set forth indicated on Schedule 5.22IV. (bii) No Mission Entity Neither the Issuer nor any Guarantor has knowledge of any condition imposed by the FCC as part of any Broadcast License FCC License, which condition is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC or the Communications Laws Act of 1934, as amended (the “Communications Act”) applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and the rules and regulations of the FCC and the Communications LawsAct. (ciii) Except as otherwise set forth on Schedule 5.22(c)Schedules IV-C and IV-D hereto, no proceedings are pending or, or to the knowledge of any Mission Entity the Issuer or any Restricted Subsidiary the Guarantors are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, Station or its operationoperations, other than (i) any proceedings matters which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect Change and (ii) proceedings affecting the television broadcasting industry in general. (div) All Except as set forth on Schedules IV-C and IV-D hereto, all reports, applications and other documents required to be filed by the Mission Entities Issuer, the Guarantors and each of their Restricted Subsidiaries respective subsidiaries with the FCC with respect to the Stations, Stations and the issuance and the sale of the Securities contemplated hereby have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity neither the Issuer nor any Restricted Subsidiary of a Mission Entity Guarantor has knowledge of any matters which could that would reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Entity the Issuer, the Guarantors or any Restricted Subsidiary of their respective subsidiaries of any material fines or forfeitures by the FCC, or which could would reasonably be expected to result in the suspension, revocation, rescission, reversal or material adverse modification of any Station’s authorization to operate as currently authorized under the authorization rules and regulations of any Broadcast Licensethe FCC and the Communications Act. (ev) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.

FCC Licenses. (a) Each Mission Entity, and each Restricted Subsidiary of each such entity, Entity holds such validly issued Broadcast Licenses FCC licenses and authorizations as are necessary to operate the their respective Stations as they are currently operatedoperated (collectively, the "FCC Licenses"), and each such Broadcast FCC License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC)effect. The Stations, together with Broadcast Licenses, Stations of each Mission Entity and the FCC Licenses of each Mission Entity as of the Effective Date are identified listed on Schedule 5.226.16, and each of such Broadcast License FCC Licenses has the expiration date set forth indicated on Schedule 5.226.16. (b) No Mission Entity has knowledge of any condition imposed by the FCC as part of any Broadcast FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and the rules and regulations of the FCC and the Communications LawsAct of 1934, as amended (the "Communications Act"). (c) Except as otherwise set forth on Schedule 5.22(c), no No proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, Station or its operation, other than (i) any proceedings matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general. (d) All reports, applications and other documents required to be filed by the Mission Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, Stations have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity nor any Restricted Subsidiary of a Mission Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of any Station's authorization to operate as currently authorized under the authorization Communications Act and the policies, rules and regulations of any Broadcast Licensethe FCC. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Banks true and complete copies of all FCC Licenses (including any and all amendments and other modifications thereto), all pending applications relating thereto and all orders and other documents issued by the FCC authorizing the Acquisition of the Acquired Properties, if any.

FCC Licenses. (a) Each Mission Entity, Loan Party and each Restricted Subsidiary of each such entity, their Subsidiaries holds such validly issued Broadcast Licenses as are necessary to operate the Stations as they are currently operated, and each such Broadcast License is in full force and effect (it being recognized that, as indicated on Schedules 5.22Schedule 5.21, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCCFCC or may have pending Broadcast License renewal applications and be operating under such Broadcast Licenses pursuant to provisions of the Communication Act that keep such Broadcast Licenses in effect until the FCC has taken final action on such renewal applications). The Stations, together with their Broadcast Licenses, are identified on Schedule 5.225.21, and each such Broadcast License has the expiration date set forth on Schedule 5.225.21. (b) No Mission Entity Loan Party nor any of their respective Subsidiaries has knowledge of any material condition imposed by the FCC as part of any Broadcast License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 5.21 and 5.22(c5.21(c), each Station has been and is being operated in all material respects materially in accordance with the terms and conditions of the Broadcast Licenses applicable to it and the Communications Laws. (c) Except as otherwise set forth on Schedule 5.22(c5.21(c), and excluding any customary applications filed with the FCC seeking the renewal of a Broadcast License for so long as no Person has filed with the FCC a Petition to Deny such application, no proceedings are pending or, to the knowledge of any Mission Entity the Holding Companies, the Borrowers or any Restricted Subsidiary are threatened which may threatened, before the FCC that reasonably could reasonably be expected to result in the revocation, adverse modification, non-renewal or suspension of any applicable the main station Broadcast License of such Mission Entity, the denial for any full-power and full-service television broadcast Station of any pending applicationsGroup Member, the issuance of any cease and desist order order, or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, or its operation, other than (i) any proceedings which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general. (d) All reports, applications and other documents required to be filed by the Mission Entities and their Restricted Subsidiaries any Group Member with the FCC with respect to the Stations, Stations have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c5.21(c), no Mission Entity nor any Restricted Subsidiary none of a Mission Entity the Group Members has knowledge of any matters which could reasonably be expected to result in the suspension or suspension, adverse modification, revocation of of, or the refusal to renew renew, any Broadcast License or the imposition on any Mission Entity or any Restricted Subsidiary Group Member of any material fines or forfeitures by the FCC, or FCC which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of the authorization of any Broadcast Licensea Material Adverse Effect. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.

FCC Licenses. (ai) Each Mission EntityThe Nexstar Parties, the Guarantors and each Restricted Subsidiary of each such entity, holds their respective subsidiaries hold such validly issued Broadcast Licenses FCC licenses and authorizations as are necessary to operate their respective television stations (the Stations “Stations”) as they are currently operatedoperated (collectively, the “FCC Licenses”), and each such Broadcast FCC License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC). The Stations, together with Broadcast Licenses, are identified on Schedule 5.22, and each such Broadcast License has the expiration date set forth on Schedule 5.22effect. (bii) No Mission Entity Neither the Nexstar Parties nor any Guarantor has knowledge of any condition imposed by the FCC as part of any Broadcast License FCC License, which condition is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC or the Communications Laws Act of 1934, as amended (the “Communications Act”) applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and the rules and regulations of the FCC and the Communications LawsAct. (ciii) Except as otherwise set forth on Schedule 5.22(c)Schedules III-C and III-D hereto, no proceedings are pending or, or to the knowledge of any Mission Entity the Nexstar Parties or any Restricted Subsidiary the Guarantors are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, Station or its operationoperations, other than (i) any proceedings matters which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect Change and (ii) proceedings affecting the television broadcasting industry in general. (div) All Except as set forth on Schedules III-C and III-D hereto, all reports, applications and other documents required to be filed by the Mission Entities Nexstar Parties, the Guarantors and each of their Restricted Subsidiaries respective subsidiaries with the FCC with respect to the Stations, Stations and the issuance and the sale of the Securities contemplated hereby have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity neither any Nexstar Party nor any Restricted Subsidiary of a Mission Entity Guarantor has knowledge of any matters which could that would reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Entity the Nexstar Parties, the Guarantors or any Restricted Subsidiary of their respective subsidiaries of any material fines or forfeitures by the FCC, or which could would reasonably be expected to result in the suspension, revocation, rescission, reversal or material adverse modification of any Station’s authorization to operate as currently authorized under the authorization rules and regulations of any Broadcast Licensethe FCC and the Communications Act. (ev) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.

FCC Licenses. (a) Each Mission Entity, and each Restricted Subsidiary of each such entity, Nexstar Entity holds such validly issued Broadcast Licenses FCC licenses and authorizations as are necessary to operate the their respective Stations as they are currently operatedoperated (collectively, the “FCC Licenses”), and each such Broadcast FCC License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC)effect. The Stations, together with Broadcast Licenses, Stations of each Nexstar Entity and the FCC Licenses of each Nexstar Entity as of the Effective Date are identified listed on Schedule 5.226.16, and each of such Broadcast License FCC Licenses has the expiration date set forth indicated on Schedule 5.226.16. (b) No Mission Nexstar Entity has knowledge of any condition imposed by the FCC as part of any Broadcast FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast FCC Licenses applicable to it and the rules and regulations of the FCC and the Communications LawsAct of 1934, as amended (the “Communications Act”). (c) Except as otherwise set forth on Schedule 5.22(c), no No proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entitythe FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, Station or its operation, other than (i) any proceedings matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general. (d) All reports, applications and other documents required to be filed by the Mission Nexstar Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, Stations have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity nor any Restricted Subsidiary of a Mission Nexstar Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License of the FCC Licenses or the imposition on any Mission Nexstar Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of any Station’s authorization to operate as currently authorized under the authorization Communications Act and the policies, rules and regulations of any Broadcast Licensethe FCC. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations. The Borrower has delivered to the Banks true and complete copies of all FCC Licenses (including any and all amendments and other modifications thereto), all pending applications relating thereto and all orders and other documents issued by the FCC authorizing the Acquisition of the Acquired Properties, if any. (f) Non-U.S. voting interests held, directly or indirectly, by entities other than XXXX X.X. II and XXXX X.X. III are less than 25 percent of the Ultimate Parent’s total voting interests and the total equity of the Ultimate Parent held by non-U.S. citizens, directly or indirectly, by entities other than XXXX X.X. II and XXXX X.X. III is less than 10.3 percent of the Ultimate Parent’s total equity.