Common use of FCC Licenses Clause in Contracts

FCC Licenses. (a) No Holding Company owns any Broadcast License. Schedule 5.21 accurately and completely lists, as of the Closing Date, for each Station, all Broadcast Licenses granted or assigned to the Covenant Entities, or under which the Covenant Entities have the right to operate such Station. The Broadcast Licenses listed in Schedule 5.21 with respect to any Station include all material authorizations, licenses and permits issued by the FCC that are required or necessary for the operation of such Station, and the conduct of the business of the Covenant Entities with respect to such Station, as now conducted. On the Closing Date, the Broadcast Licenses listed in Schedule 5.21 granted or assigned to the Covenant Entities are validly issued and in full force and effect without any material condition imposed by the FCC, except those applicable generally to stations of the type, nature, class or location of the Stations in question, and the Covenant Entities have fulfilled and performed in all material respects all of their material obligations under the terms and conditions of such Broadcast Licenses and the Communications Laws and have full power and authority to operate material Broadcast Licenses. (b) To the Borrower’s knowledge, Schedule 5.21 accurately and completely lists, as of the Closing Date, for each Shared Services Party Station, all Broadcast Licenses granted or assigned to a Variable Interest Entity of Nexstar Media that is not an Immaterial VIE for such Shared Services Party Station, or under which such Variable Interest Entity for such Shared Services Party Station has the right to operate such Shared Services Party Station. To the Borrower’s knowledge, the Broadcast Licenses listed in Schedule 5.21 with respect to any Shared Services Party Station include all material authorizations, licenses and permits issued by the FCC that are required or necessary for the operation of such Shared Services Party Station, and the conduct of the business of such Variable Interest Entity for such Shared Services Party Station with respect to such Shared Services Party Station, as now conducted. To the Borrower’s knowledge, on the Closing Date, the Broadcast Licenses listed in Schedule 5.21 are validly issued and in full force and effect without any condition imposed by the FCC, except those applicable generally to stations of the type, nature, class or location of the Shared Services Party Stations in question, and, to the Borrower’s knowledge, each Variable Interest Entity for such Shared Services Party Station has fulfilled and performed in all material respects all of its obligations under the terms and conditions of such Broadcast Licenses and the Communications Laws (including the timely, true, correct, and complete filing of all reports, applications and other documents required to be filed by each Variable Interest Entity with the FCC with respect to such Shared Services Party Stations) and has full power and authority to operate thereunder, except in each case as would not, individually or in the aggregate, reasonably be expected to have Material Adverse Effect.

FCC Licenses. (a) No Holding Company owns any Broadcast License. Schedule 5.21 accurately and completely lists, as As of the Closing Date, for Schedule 3.31 lists all FCC Licenses and the Loan Party that is the licensee of each Stationsuch FCC License. The FCC Licenses include all of the main Station FCC licenses, all Broadcast Licenses granted or assigned to the Covenant Entitiespermits, or under which the Covenant Entities have the right permissions and authorizations necessary to operate such Station. The Broadcast Licenses listed in Schedule 5.21 with respect to any Station include all material authorizations, licenses and permits issued the Loan Parties’ business as currently conducted by the FCC that are required or necessary for the operation of such StationLoan Parties, and all such FCC Licenses have been validly issued in the conduct name of the business a Borrower or one of the Covenant Entities with respect to such Station, its Subsidiaries. Except as now conducted. On the Closing Dateset forth on Schedule 3.31, the Broadcast FCC Licenses listed in Schedule 5.21 granted or assigned to the Covenant Entities that have been issued are validly issued and in full force and effect without effect, are valid for the balance of the current license term, are unimpaired by any act or omissions of any Borrower, any Subsidiary thereof or any of their respective employees, agents, officers, directors or stockholders (and in the case of any FCC Licenses being acquired in connection with any Acquisition (which Acquisition shall be approved in writing by the Required Lenders), of the current holders thereof to the extent it would adversely affect Borrower or its Subsidiaries after the Acquisition) and are free and clear of any material condition imposed by the FCCrestrictions, except restrictions or conditions of general applicability. Moreover, each Borrower or one of its Subsidiaries are in material compliance with all license provisions. Except as set forth on Schedule 3.31 and except for those applicable generally of general applicability, there are no proceedings or complaints pending or, to stations the best of the typeLoan Parties’ knowledge, naturethreatened with respect to the FCC Licenses (including any Optioned License) or otherwise before the FCC that may have a Material Adverse Effect on the Loan Parties’ business including the reversal, class revocation, cancellation, adverse modification, suspension, or location non-renewal of any FCC License (and/or Optioned License, as applicable). The Loan Parties are not aware of any reason why any FCC Licenses (and/or the Optioned Licenses) subject to expiration might not be renewed in the ordinary course or of any reason why any of the Stations FCC Licenses (and/or the Optioned Licenses) might be revoked. All information contained in questionany pending applications for modification, extension or renewal of the FCC Licenses or other applications filed with the FCC by any of the Loan Parties is true, complete and accurate in all material respects. All information contained in any application for consent to assignment of any FCC License, an application for consent to transfer control of any FCC License or substantially similar applications filed with the Covenant Entities have fulfilled FCC in connection with any Acquisition is true, complete and performed accurate in all material respects all of their material obligations under the terms and conditions of such Broadcast Licenses and the Communications Laws and have full power and authority to operate material Broadcast Licenses(if any). (b) To the Borrower’s knowledge, Schedule 5.21 accurately and completely lists, as of the Closing Date, for each Shared Services Party Station, all Broadcast Licenses granted or assigned to a Variable Interest Entity of Nexstar Media that is not an Immaterial VIE for such Shared Services Party Station, or under which such Variable Interest Entity for such Shared Services Party Station has the right to operate such Shared Services Party Station. To the Borrower’s knowledge, the Broadcast Licenses listed in Schedule 5.21 with respect to any Shared Services Party Station include all material authorizations, licenses and permits issued by the FCC that are required or necessary for the operation of such Shared Services Party Station, and the conduct of the business of such Variable Interest Entity for such Shared Services Party Station with respect to such Shared Services Party Station, as now conducted. To the Borrower’s knowledge, on the Closing Date, the Broadcast Licenses listed in Schedule 5.21 are validly issued and in full force and effect without any condition imposed by the FCC, except those applicable generally to stations of the type, nature, class or location of the Shared Services Party Stations in question, and, to the Borrower’s knowledge, each Variable Interest Entity for such Shared Services Party Station has fulfilled and performed in all material respects all of its obligations under the terms and conditions of such Broadcast Licenses and the Communications Laws (including the timely, true, correct, and complete filing of all reports, applications and other documents required to be filed by each Variable Interest Entity with the FCC with respect to such Shared Services Party Stations) and has full power and authority to operate thereunder, except in each case as would not, individually or in the aggregate, reasonably be expected to have Material Adverse Effect.

FCC Licenses. (a) No Holding Company owns any Broadcast License. Schedule 5.21 accurately Each Loan Party and completely lists, as each of the Closing Date, for each Station, all their Subsidiaries holds such validly issued Broadcast Licenses granted or assigned to the Covenant Entities, or under which the Covenant Entities have the right as are necessary to operate such Station. The Broadcast Licenses listed in Schedule 5.21 with respect to any Station include all material authorizations, licenses and permits issued by the FCC that Stations as they are required or necessary for the operation of such Stationcurrently operated, and the conduct of the business of the Covenant Entities with respect to each such Station, as now conducted. On the Closing Date, the Broadcast Licenses listed in Schedule 5.21 granted or assigned to the Covenant Entities are validly issued and License is in full force and effect without (it being recognized that certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC 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). To the Borrower Representative’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 their 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 Loan Party nor any of its Subsidiaries has knowledge of any material condition imposed by the FCC, except those 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 Stations Station or Shared Services Party Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), and each Station; and, to the Covenant Entities have fulfilled and performed Borrower Representative’s knowledge, each Shared Services Party Station is being operated materially in all material respects all of their material obligations under accordance with the terms and conditions of such the Broadcast Licenses applicable to it and the Communications Laws and have full power and authority to operate material Broadcast LicensesLaws. (bc) To Except as otherwise set forth on Schedule 5.22(c) and excluding any customary applications filed with the BorrowerFCC 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 New Holdings or any Restricted Subsidiary are threatened, before the FCC that reasonably would be expected to result in the revocation, adverse modification, non-renewal or suspension of the main station Broadcast License for any full-power and full-service television broadcast Station of New Holdings or any Restricted Subsidiary, 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 Representative’s knowledge, Schedule 5.21 accurately and completely lists, as of the Closing Date, for each Shared Services Party Station, all Broadcast Licenses granted or assigned to a Variable Interest Entity of Nexstar Media that is not an Immaterial VIE for such Shared Services Party Station, or under which such Variable Interest Entity for such Shared Services Party Station has the right to operate such Shared Services Party Station. To the Borrower’s knowledge, the Broadcast Licenses listed in Schedule 5.21 with respect to any Shared Services Party Station include all material authorizationsor its operation, licenses other than (i) any proceedings which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and permits issued by (ii) proceedings affecting the FCC that are required or necessary for the operation of such Shared Services Party Station, and the conduct of the business of such Variable Interest Entity for such Shared Services Party Station with respect to such Shared Services Party Station, as now conducted. To the Borrower’s knowledge, on the Closing Date, the Broadcast Licenses listed television broadcasting industry in Schedule 5.21 are validly issued and in full force and effect without any condition imposed by the FCC, except those applicable generally to stations of the type, nature, class or location of the Shared Services Party Stations in question, and, to the Borrower’s knowledge, each Variable Interest Entity for such Shared Services Party Station has fulfilled and performed in all material respects all of its obligations under the terms and conditions of such Broadcast Licenses and the Communications Laws general. (including the timely, true, correct, and complete filing of all d) All reports, applications and other documents required to be filed by each Variable Interest Entity New Holdings and its Restricted Subsidiaries with the FCC with respect to such the Stations, and, to the Borrower Representative’s knowledge, by a Shared Services Party Stations) with respect to the Shared Services Party Stations have been timely filed, and has full power all such reports, applications and authority to operate thereunderdocuments are true, correct and complete in all respects, except in each case as would not, individually where the failure to make such timely filing or in the aggregate, 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), neither New Holdings nor any Restricted Subsidiary has knowledge of any matters which could reasonably be expected to result in the suspension, adverse modification, revocation of, or the refusal to renew, any Broadcast License or the imposition on New Holdings or any Restricted Subsidiary of any fines or forfeitures by the FCC which could reasonably be expected to result in a Material Adverse Effect.

FCC Licenses. (a) No Holding Company owns any Each Nexstar Entity, and each Restricted Subsidiary of each such entity, holds such validly issued Broadcast License. Schedule 5.21 accurately Licenses as are necessary to operate the Stations as they are currently operated, and completely listseach such Broadcast License is in full force and effect (it being recognized that, as indicated on Schedules 5.22 as of the Closing Date, for certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC). To the Borrower's knowledge, each Station, all Shared Services Party holds such validly issued Broadcast Licenses granted or assigned to the Covenant Entities, or under which the Covenant Entities have the right as are necessary to operate such Stationthe Shared Services Party Stations as they are currently operated. The Broadcast Licenses listed in Schedule 5.21 with respect to any Station include all material authorizations, licenses and permits issued by the FCC that are required or necessary for the operation As of such Station, and the conduct of the business of the Covenant Entities with respect to such Station, as now conducted. On the Closing Date, the Stations, together with Broadcast Licenses listed in Licenses, are identified on Schedule 5.21 granted 5.22, and each such Broadcast License has the expiration date set forth on Schedule 5.22. Digital LLC does not, nor does any Digital Subsidiary, hold any Broadcast License or assigned to the Covenant Entities are validly issued and in full force and effect without any material other FCC License. (b) No Nexstar Entity has knowledge of any condition imposed by the FCC, except those 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 Stations Station or Shared Services Party Station in question, . Except as otherwise set forth on Schedules 5.22 and the Covenant Entities have fulfilled and performed in all material respects all of their material obligations under the terms and conditions of such Broadcast Licenses and the Communications Laws and have full power and authority to operate material Broadcast Licenses. (b5.22(c) To the Borrower’s knowledge, Schedule 5.21 accurately and completely lists, as of the Closing Date, for each Shared Services Party Station, all Broadcast Licenses granted or assigned to a Variable Interest Entity of Nexstar Media that is not an Immaterial VIE for such Shared Services Party Station, or under which such Variable Interest Entity for such Shared Services Party Station has the right to operate such Shared Services Party Station. To the Borrower’s knowledge, the Broadcast Licenses listed in Schedule 5.21 with respect to any Shared Services Party Station include all material authorizations, licenses and permits issued by the FCC that are required or necessary for the operation of such Shared Services Party Station, and the conduct of the business of such Variable Interest Entity for such Shared Services Party Station with respect to such Shared Services Party Station, as now conducted. To the Borrower’s knowledge, on the Closing Date, the Broadcast Licenses listed in Schedule 5.21 are validly issued and in full force and effect without any condition imposed by the FCC, except those applicable generally to stations of the type, nature, class or location of the Shared Services Party Stations in question, and, to the Borrower’s 's knowledge, each Variable Interest Entity for such Shared Services Party Station has fulfilled been and performed is being operated in all material respects all of its obligations under in accordance with the terms and conditions of such the Broadcast Licenses applicable to it and the Communications Laws Laws. (including c) Except as otherwise set forth on Schedule 5.22(c) as of the timelyClosing Date, trueno proceedings are pending or, correctto the knowledge of any 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 Nexstar Entity, the denial of any pending applications, the issuance of any cease and complete filing desist order or the imposition of all 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 each Variable Interest Entity the Nexstar Entities and their Restricted Subsidiaries with the FCC with respect to such the Stations, and, to the Borrower's knowledge, Shared Services Party Stations) Stations have been timely filed, and has full power all such reports, applications and authority to operate thereunderdocuments are true, correct and complete in all respects, except in each case as would not, individually where the failure to make such timely filing or in the aggregate, 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 Nexstar Entity nor any Restricted Subsidiary of a 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 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, 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, is less than 25 percent of the Ultimate Parent's total equity.

FCC Licenses. (a) No Holding Company owns any Broadcast License. Schedule 5.21 accurately Each Loan Party and completely lists, as each of the Closing Date, for each Station, all their Subsidiaries holds such validly issued Broadcast Licenses granted or assigned to the Covenant Entities, or under which the Covenant Entities have the right as are necessary to operate such Station. The Broadcast Licenses listed in Schedule 5.21 with respect to any Station include all material authorizations, licenses and permits issued by the FCC that Stations as they are required or necessary for the operation of such Stationcurrently operated, and the conduct of the business of the Covenant Entities with respect to each such Station, as now conducted. On the Closing Date, the Broadcast Licenses listed in Schedule 5.21 granted or assigned to the Covenant Entities are validly issued and License is in full force and effect without (it being recognized that certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC 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). 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 their 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 Loan Party nor any of its Subsidiaries has knowledge of any material condition imposed by the FCC, except those 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 Stations in question, and the Covenant Entities have fulfilled and performed in all material respects all of their material obligations under the terms and conditions of such Broadcast Licenses and the Communications Laws and have full power and authority to operate material Broadcast Licenses. (b) To the Borrower’s knowledge, Schedule 5.21 accurately and completely lists, as of the Closing Date, for each Shared Services Party Station, all Broadcast Licenses granted Station or assigned to a Variable Interest Entity of Nexstar Media that is not an Immaterial VIE for such Shared Services Party Station, or under which such Variable Interest Entity for such Shared Services Party Station has the right to operate such Shared Services Party Station. To the Borrower’s knowledge, the Broadcast Licenses listed in Schedule 5.21 with respect to any Shared Services Party Station include all material authorizations, licenses and permits issued by the FCC that are required or necessary for the operation of such Shared Services Party Station, and the conduct of the business of such Variable Interest Entity for such Shared Services Party Station with respect to such Shared Services Party Station, as now conducted. To the Borrower’s knowledge, on the Closing Date, the Broadcast Licenses listed in Schedule 5.21 are validly issued and in full force and effect without any condition imposed by the FCC, except those applicable generally to stations of the type, nature, class or location of the Shared Services Party Stations in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Station; and, to the Borrower’s knowledge, each Variable Interest Entity for such Shared Services Party Station has fulfilled and performed is being operated materially in all material respects all of its obligations under accordance with the terms and conditions of such the Broadcast Licenses applicable to it and the Communications Laws Laws. (including c) Except as otherwise set forth on Schedule 5.22(c) and excluding any customary applications filed with the timelyFCC seeking the renewal of a Broadcast License for so long as no Person has filed with the FCC a Petition to Deny such application, trueno proceedings are pending or, correctto the knowledge of the Borrower or any Restricted Subsidiary are threatened, before the FCC that reasonably would be expected to result in the revocation, adverse modification, non-renewal or suspension of the main station Broadcast License for any full-power and complete filing full-service television broadcast Station of all the Borrower or any Restricted Subsidiary, 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 each Variable Interest Entity the Borrower and its Restricted Subsidiaries with the FCC with respect to such the Stations, and, to the Borrower’s knowledge, by a Shared Services Party Stations) with respect to the Shared Services Party Stations have been timely filed, and has full power all such reports, applications and authority to operate thereunderdocuments are true, correct and complete in all respects, except in each case as would not, individually where the failure to make such timely filing or in the aggregate, 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), neither the Borrower nor any Restricted Subsidiary has knowledge of any matters which could reasonably be expected to result in the suspension, adverse modification, revocation of, or the refusal to renew, any Broadcast License or the imposition on the Borrower or any Restricted Subsidiary of any fines or forfeitures by the FCC which could reasonably be expected to result in a Material Adverse Effect.

FCC Licenses. (a) No Holding Company owns Exchange Party has made available to Entercom true, correct and complete copies of the Exchange Party FCC Licenses, including any Broadcast Licenseand all amendments and modifications thereto. Schedule 5.21 accurately The Exchange Party FCC Licenses were validly issued by the FCC, are in full force and completely lists, effect and as of the Closing Date, for each Station, all Broadcast Licenses granted or assigned to the Covenant Entities, or under which the Covenant Entities have the right to operate such Stationwill be validly held by Exchange Party. The Broadcast Exchange Party FCC Licenses are not subject to any condition except for those conditions that appear on the face of the Exchange Party FCC Licenses, those conditions applicable to radio broadcast licenses generally or those conditions disclosed in Schedule 1.3(a). The Exchange Party FCC Licenses listed in on Schedule 5.21 with respect to any Station include 1.3(a) constitute all material authorizations, licenses and permits authorizations issued by the FCC that are required or necessary for the operation of such Stationthe Exchange Party Stations as currently conducted, and except for immaterial licenses ancillary to the conduct operation of the business of the Covenant Entities with respect to such Station, as now conducted. On the Closing Date, the Broadcast Licenses listed in Schedule 5.21 granted or assigned to the Covenant Entities are validly issued and in full force and effect without any material condition imposed by the FCC, except those applicable generally to stations of the type, nature, class or location of the Stations in question, and the Covenant Entities have fulfilled and performed in all material respects all of their material obligations under the terms and conditions of such Broadcast Licenses and the Communications Laws and have full power and authority to operate material Broadcast LicensesExchange Party Stations. (b) To Except as otherwise set forth on Schedule 1.3(a), the Borrower’s knowledgeExchange Party FCC Licenses have been issued or renewed for the full terms customarily issued to radio broadcast stations licensed to the states in which the Exchange Party Stations’ communities of license are located. Except as set forth on Schedule 1.3(a), Schedule 5.21 accurately and completely lists, as there are no applications pending before the FCC relating to the operation of the Closing DateExchange Party Stations. (c) Except as set forth on Schedule 1.3(a), for each Shared Services the Exchange Party StationStations are operated in compliance with the Communications Act and the Exchange Party FCC Licenses, all Broadcast Licenses granted or assigned to a Variable Interest Entity of Nexstar Media that is not an Immaterial VIE for such Shared Services Party Stationapplications, or under which such Variable Interest Entity for such Shared Services Party Station has the right to operate such Shared Services Party Station. To the Borrower’s knowledge, the Broadcast Licenses listed in Schedule 5.21 with respect to any Shared Services Party Station include all material authorizations, licenses reports and permits issued other disclosures required by the FCC that are required or necessary for the operation of such Shared Services Party Station, and the conduct of the business of such Variable Interest Entity for such Shared Services Party Station with respect to such Shared Services Party Station, as now conducted. To the Borrower’s knowledge, on the Closing Date, the Broadcast Licenses listed in Schedule 5.21 are validly issued and in full force and effect without any condition imposed by the FCC, except those applicable generally to stations of the type, nature, class or location of the Shared Services Party Stations in question, and, to the Borrower’s knowledge, each Variable Interest Entity for such Shared Services Party Station has fulfilled and performed in all material respects all of its obligations under the terms and conditions of such Broadcast Licenses and the Communications Laws (including the timely, true, correct, and complete filing of all reports, applications and other documents required to be filed by each Variable Interest Entity with in respect of the FCC with respect to such Shared Services Exchange Party Stations) , and has full power and authority to operate thereunderall FCC regulatory fees in respect thereof, have been timely filed or paid, except in each case as would where the failure to do so could not, individually or in the aggregate, reasonably be expected to have Material Adverse Effecta material adverse effect on the Exchange Party Station Assets. (d) Except as set forth on Schedule 1.3(a), to the knowledge of Exchange Party after due inquiry by its FCC counsel and consultation by Exchange Party 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 actions pending or threatened before the FCC relating to the Exchange Party Stations that would reasonably be expected to have a material adverse effect on the operation of the Exchange Party Stations, other than proceedings affecting the radio broadcast industry generally.

FCC Licenses. Throughout the term of this Agreement and the term of each IUA that HITN and Flux enters into pursuant to this Agreement: (a) No Holding Company owns any Broadcast License. Annex I, Schedules 1 and 3 of the Clearwire Agreement, and Schedule 5.21 accurately 5 of the Undertaking collectively set forth true and completely lists, complete lists of all FCC Licenses held by HITN as of the First Closing Date. Neither HITN nor any of its Affiliates has any FCC Licenses or rights to acquire FCC Licenses, except as set forth thereon. For each FCC License listed in Annex I or II, such Annex sets forth the name of the licensee, the FCC call sign, the Channels, the Market, the number of Households, and the number of CPOPs. To the best knowledge of HITN, all information set forth in such Annexes is complete and accurate in all respects. Except for Pending Applications filed prior to the First Closing Date and those modifications that have been granted by the FCC prior to the First Closing Date, neither HITN nor any of its Affiliates have modified or sought to have modified any FCC License. (b) HITN holds all of the FCC Licenses set forth in Annex I, free and clear of all Liens (except for each Stationthe rights of first refusal set forth on Section 4.04(b) of the HITN Schedule (each, all Broadcast an "Existing ROFR")). None of the FCC Licenses granted set forth in Annex I are subject to CCI Rights or assigned are otherwise subject to the Covenant Entitiesterms of the Clearwire Agreement. (c) HITN has Pending Applications for all of the FCC Licenses set forth in Annex II. Prior to each Subsequent Closing Date, HITN shall be authorized, by final order, to hold all of the FCC Licenses constituting Extra Spectrum Rights under the applicable Extra Spectrum Notice and to lease them to Flux pursuant to an IUA, in each case free and clear of all Liens. (d) Except as set forth on Section 4.04(d) of the HITN Schedule, to the best knowledge of HITN, (i) the grant, renewal or under which assignment of the Covenant Entities have FCC Licenses to the right to operate such Station. The Broadcast Licenses listed in Schedule 5.21 with respect to any Station include all material authorizations, licenses and permits issued existing licensee thereof was approved by the FCC that are required or necessary for the operation of such Station, by final order and the conduct of the business of the Covenant Entities with respect to such Station, as now conducted. On the Closing Date, the Broadcast FCC Licenses listed in Schedule 5.21 granted or assigned to the Covenant Entities are validly issued and in full force and effect without effect; (ii) except with respect construction permit extension requests, there is no Proceeding pending before the FCC or threatened with respect to any material condition imposed by FCC License; (iii) HITN and its Affiliates have made on a timely basis all payments to any applicable Government Agency with respect to the FCCFCC Licenses, except those applicable generally including all payments due to stations the FCC and all required copyright royalty fee payments and all required Statements of Account to the U.S. Copyright Office relating to retransmission of television and radio broadcast signals; and (iv) HITN is otherwise in compliance with the requirements of the type, nature, class or location compulsory copyright license described in Section 111 of the Stations in questionCopyright Act and with all applicable rules and regulations of the Copyright Office. (e) Except as set forth on Section 4.04(e) of the HITN Schedule, to the best knowledge of HITN, all Pending Applications have been timely filed, and the Covenant Entities FCC has not notified any of HITN that any of the Pending Applications is subject to denial due to lack of timely filing or other defect. (f) Except as set forth on Section 4.04(f) of the HITN Schedule, to the best knowledge of HITN, (i) the facilities subject to a FCC License for which a certification or notification of completion of construction has been filed with the FCC ("Constructed Facilities") are operating, and have fulfilled been operating, in material compliance with the FCC License therefore, the Communications Act and performed FCC Rules, (ii) HITN is not transmitting from or otherwise operating any Constructed Facility that is not the subject of an FCC License, (iii) none of the Constructed Facilities subject to a FCC License (A) is authorized pursuant to an authorization which is subject to challenge before any court of competent jurisdiction or (B) other than as set forth on Section 4.04(f) of the HITN Schedule, is subject to any lease, sub-lease or any agreement to make it available to a third party; (iv) no FCC License is subject to a revocation proceeding; and (v) no Constructed Facilities are operating pursuant to special temporary or developmental authority. (g) Except as set forth on Section 4.04(g) of the HITN Schedule, to the best knowledge of HITN, HITN's licensed ITFS facilities are being operated, and HITN's operations and activities pursuant to any FCC License are being conducted, in all material respects all of their material obligations under compliance with (i) the Communications Act, (ii) the terms and conditions of such Broadcast the FCC Licenses applicable to them, and (iii) the Communications Laws and have full power and authority to operate material Broadcast LicensesFCC Rules. (bh) To the Borrower’s knowledge, Schedule 5.21 accurately and completely lists, Except as set forth on Section 4.04(h) of the Closing Date, for each Shared Services Party Station, all Broadcast Licenses granted or assigned to a Variable Interest Entity of Nexstar Media that is not an Immaterial VIE for such Shared Services Party Station, or under which such Variable Interest Entity for such Shared Services Party Station has the right to operate such Shared Services Party Station. To the Borrower’s knowledge, the Broadcast Licenses listed in Schedule 5.21 with respect to any Shared Services Party Station include all material authorizations, licenses and permits issued by the FCC that are required or necessary for the operation of such Shared Services Party Station, and the conduct of the business of such Variable Interest Entity for such Shared Services Party Station with respect to such Shared Services Party Station, as now conducted. To the Borrower’s knowledge, on the Closing Date, the Broadcast Licenses listed in Schedule 5.21 are validly issued and in full force and effect without any condition imposed by the FCC, except those applicable generally to stations of the type, nature, class or location of the Shared Services Party Stations in question, andHITN Schedule, to the Borrower’s knowledgebest knowledge of HITN, each Variable Interest Entity for such Shared Services Party Station has fulfilled all FCC Reports and performed in all material respects all of its obligations under the terms and conditions of such Broadcast Licenses and the Communications Laws (including the timely, true, correct, and complete filing of all reports, applications and other documents fees required to be filed by each Variable Interest Entity HITN with the FCC with respect to such Shared Services Party Stations) the FCC Licenses and has full power they have been timely filed. All FCC Reports filed by any of HITN are complete and authority to operate thereunder, except correct in each case as would not, individually or in the aggregate, reasonably be expected to have Material Adverse Effectall material respects.

FCC Licenses. The License Subsidiaries hold all FCC licenses and authorizations as are necessary to the Borrower's business (a) No Holding Company owns collectively, the "FCC Licenses"). Each of the FCC Licenses has been validly issued and is in full force and effect. All FCC Licenses existing on the Initial Borrowing Date and their respective expiration dates are listed on Schedule VIII and true copies of all such material FCC Licenses, together with any Broadcast License. Schedule 5.21 accurately and completely listsall modifications, amendments, and pending applications therefor or relating thereto, as of the Closing Date, for each Station, all Broadcast Licenses granted or assigned Initial Borrowing Date have been furnished to the Covenant Entities, or under which the Covenant Entities have the right to operate such StationAdministrative Agent. The Broadcast Licenses listed in Schedule 5.21 with respect to Borrower has no knowledge of any Station include all material authorizations, licenses and permits condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC that are required or necessary for nor contained in the operation of such Station, and the conduct of the business of the Covenant Entities with respect to such Station, as now conducted. On the Closing Date, the Broadcast Licenses listed in Schedule 5.21 granted or assigned to the Covenant Entities are validly issued and in full force and effect without any material condition imposed by the FCC, except those FCC Rules applicable generally to stations businesses of the type, nature, class or location of the Stations Borrower and its Subsidiaries. The Borrower and its Subsidiaries are in question, and the Covenant Entities have fulfilled and performed compliance in all material respects all of their material obligations under with the terms and conditions of such Broadcast Licenses and the Communications Laws and have full power and authority to operate material Broadcast Licenses. (b) To the Borrower’s knowledge, Schedule 5.21 accurately and completely lists, as of the Closing Date, for each Shared Services Party Station, all Broadcast Licenses granted or assigned to a Variable Interest Entity of Nexstar Media that is not an Immaterial VIE for such Shared Services Party Station, or under which such Variable Interest Entity for such Shared Services Party Station has the right to operate such Shared Services Party Station. To the Borrower’s knowledge, the Broadcast Licenses listed in Schedule 5.21 with respect to any Shared Services Party Station include all material authorizations, licenses and permits issued by the FCC that are required or necessary for the operation of such Shared Services Party Station, and the conduct of the business of such Variable Interest Entity for such Shared Services Party Station with respect to such Shared Services Party Station, as now conducted. To the Borrower’s knowledge, on the Closing Date, the Broadcast Licenses listed in Schedule 5.21 are validly issued and in full force and effect without any condition imposed by the FCC, except those applicable generally to stations businesses of the type, nature, class or location of the Shared Services Party Stations Borrower and its Subsidiaries. The Borrower and its Subsidiaries are in question, and, to the Borrower’s knowledge, each Variable Interest Entity for such Shared Services Party Station has fulfilled and performed compliance in all material respects all of its obligations under with the terms and conditions of such Broadcast the FCC Licenses applicable to it and with the FCC Rules and the Communications Laws Act. No proceedings are pending or are, to the best knowledge of the Borrower, threatened which may reasonably be expected to result in (including i) the timelyrevocation, truerescission, correctadverse modification, non-renewal or suspension of any of the FCC Licenses, (ii) the denial of any pending material applications, (iii) the issuance of any cease and complete filing desist order or (iv) the imposition of all any material fines, forfeitures or other administrative actions by the FCC with respect to the Borrower or any of its Subsidiaries, other than proceedings affecting the wireless messaging services industry in general. All material reports, applications and other documents required to be filed by each Variable Interest Entity the Borrower or any of its Subsidiaries, as appropriate, with the FCC have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all respects, and the Borrower has no knowledge of any matters (i) which could reasonably be expected to result in the adverse modification, suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition on the Borrower or any of its Subsidiaries of any material fines or forfeitures by the FCC or (ii) which could reasonably be expected to result in the revocation, rescission, reversal or adverse modification of any of the Borrower's or any of its Subsidiaries' authorizations to operate as currently authorized as applicable, under the Communications Act, as well as the FCC Rules. There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to such Shared Services Party Stations) and has full power and authority to operate thereunder, except in each case as would not, individually the Borrower or in the aggregate, reasonably be expected to have Material Adverse Effectany of its Subsidiaries or any of their respective operations.