Common use of FCC Rules and Regulations Clause in Contracts

FCC Rules and Regulations. (a) The operation of the businesses of Borrower and its Subsidiaries complies in all material respects with the Communications Act of 1934, as amended, and the applicable rules, regulations and published policies of the FCC (collectively, the “Communications Laws”) to the extent that the failure to so comply would have a Material Adverse Effect. (b) The Station Licenses are all of the licenses, permits or other authorizations from the FCC used or necessary to operate the Stations as currently operated by Borrower and its Subsidiaries, and all Station Licenses have been validly issued in the name of Borrower or one of its Subsidiaries or, in the case of the Acquisition Station Licenses, an application has been made and is pending with the FCC for the granting of all necessary consents to the assignments of such Acquisition Station Licenses to Borrower or certain of its Subsidiaries (other than KMTV). Except as set forth on Schedule 6.17, as amended from time to time pursuant to Section 6.16, the Station Licenses are in full force and effect, are valid for the balance of the current license term and are unimpaired by any act or omissions of Borrower or its Subsidiaries. There are no conditions upon the Station Licenses except those conditions stated on the face thereof or conditions applicable to the stations of such class generally under the Communications Laws. Except as set forth on Schedule 6.17, as amended from time to time pursuant to Section 6.16, to Borrower’s knowledge, there are no applications, proceedings or complaints pending or, to Borrower’s best knowledge, threatened in writing that could reasonably be expected to have a Material Adverse Effect (other than proceedings that apply to the broadcast industry generally). Borrower is not aware of any reason why those of the Station Licenses subject to expiration might not be renewed in the ordinary course or of any reason why any of the Station Licenses might be revoked in each case to the extent such revocation or expiration, either singularly or in the aggregate with any other revocation or expiration would have a Material Adverse Effect. No pending renewal of any Station License would constitute a major federal action having a significant effect on the human environment under Section 1.1305 or 1.1307(b) of the FCC’s rules. All material information contained in any pending applications for modification, extension or renewal of the Station Licenses or other applications filed with the FCC with respect to the Station Licenses by Borrower or any of its Subsidiaries is true, complete and accurate in all material respects.

FCC Rules and Regulations. (a) The To their best knowledge, and after giving effect to any Permitted Acquisition, the operation of the businesses of Borrower and its Subsidiaries complies has complied or will comply, as the case may be, in all material respects with the Communications Act of 1934, as amended, and the rules, orders, regulations and other applicable requirements of the FCC (including without limitation the FCC’s rules, regulations and published policies relating to the operation of the FCC transmitting and studio equipment) (collectively, the “Communications Laws”) to the extent that the failure to so comply would have a Material Adverse Effect). (b) The Station Licenses are all of the licenses, permits or permits, permissions and other authorizations from the FCC used or necessary to operate the Stations radio and television stations as currently operated by Borrower and its Subsidiaries, and all Station Licenses have been validly issued in the name of Borrower or one of its Subsidiaries or, in the case of the Acquisition those Station LicensesLicenses being acquired in any Permitted Acquisition, an application has been will be made and is pending with to the FCC for the granting of all necessary consents to the assignments assignment of such Acquisition Station Licenses station licenses to Borrower or certain one of its Subsidiaries (other than KMTV)Subsidiaries. Except as set forth on Schedule 6.17, as amended from time to time pursuant to Section 6.163.26(b), the Station Licenses that have been issued are in full force and effect, are valid for the balance of the current license term and (including any permitted extensions thereof), are unimpaired by any act or omissions of Borrower, its Subsidiaries or any of their employees, agents, officers, directors or stockholders, and are free and clear of any material restrictions that might limit the full operation of the radio and television stations operated by Borrower or and its Subsidiaries. There are no conditions upon , and have been so unimpaired for the Station Licenses except those conditions stated on the face thereof or conditions applicable to the stations of such class generally under the Communications Lawsfull current license term. Except as set forth on Schedule 6.17, as amended from time to time pursuant to Section 6.16, to Borrower’s knowledge3.26(b), there are no applications, proceedings or complaints pending or, to Borrower’s best knowledge, threatened in writing that could reasonably be expected to may have a Material Adverse Effect on the business or operation of such radio and television stations (other than proceedings that apply to the radio and television broadcast industry generally). Borrower is not aware of any reason why those of the Station Licenses subject to expiration might not be renewed in the ordinary course or of any reason why any of the Station Licenses might be revoked in each case to the extent such revocation or expiration, either singularly or in the aggregate with any other revocation or expiration would have a Material Adverse Effectrevoked. No pending renewal of any Station License would constitute a major federal action having a significant effect on the human environment under Section Sections 1.1305 or 1.1307(b) of the FCC’s rules. All material information contained in any pending applications for modification, extension or renewal of the Station Licenses or other applications filed with the FCC with respect to the Station Licenses by Borrower or any of its Subsidiaries is true, complete and accurate in all material respects. (c) Except as set forth in Schedule 3.26(c), Borrower and its Subsidiaries are in compliance with the FCC’s requirements for construction of digital television facilities for each of the full-service television stations owned and operated by Borrower and its Subsidiaries. (d) Borrower and its Subsidiaries have timely elected must-carry or retransmission consent for carriage of the full-service television stations owned and operated by Borrower and its Subsidiaries on cable and DBS systems (“MVPDs”) during the election cycle ending on December 31, 2012, and such television stations are carried by such MVPD in accordance with such elections except where the failure to do so would not have a Material Adverse Effect. (e) Effective as of the Closing Date, no MVPD, in connection with a full-service television station has (i) asserted, or maintains an assertion, to Borrower and its Subsidiaries any signal quality, copyright indemnity or other requirement of the Communications Laws that would prevent carriage of any full-service television station, (ii) declined or threatened to decline such carriage or failed to respond to a request for carriage or sought any form of relief from carriage from the FCC, or (iii) sought or obtained a modification to the geographic area in which any full-service television station is eligible for must-carry or retransmission consent rights under the Cable Act, except where any of the above arose from a retransmission consent agreement involving such full-service television station or would not have a Material Adverse Effect.

FCC Rules and Regulations. (a) The Except as set forth on Schedule 4.22, to the best knowledge of the Loan Parties, and after giving effect to any Permitted Acquisition, the operation of the businesses of the Borrower and its Subsidiaries complies and has complied in all material respects with the Communications Act of 1934, as amended, and the rules, orders, regulations and other applicable requirements of the FCC (including without limitation the FCC’s rules, regulations and published policies relating to the operation of the FCC transmitting and studio equipment) (collectively, the “Communications Laws”) to the extent that the failure to so comply would have a Material Adverse Effect). (b) The Administrative Agent and the Lenders acknowledge that from the Closing Date until the grant and consummation of the FCC Long Form Applications, the Radio Station Licenses may be held by the Trust. The Radio Station Licenses are all of the material licenses, permits or Permits, permissions and other authorizations from the FCC used or necessary to operate the Radio Stations as currently operated by the Borrower and its Subsidiaries, and, following the grant and consummation of the FCC Long-Form Applications, all Radio Station Licenses have been shall be validly issued held in the name of the Borrower or one of its Subsidiaries or, in the case of the Acquisition those Radio Station LicensesLicenses or FCC Licenses being acquired in any Permitted Acquisition, an application has been made and is pending with the FCC for the granting of all necessary consents to the assignments assignment of such Acquisition Radio Station Licenses or FCC Licenses to the Borrower or certain of its Subsidiaries (other than KMTV)Subsidiaries. Copies of all such Radio Station Licenses have been provided to the Administrative Agent and, to the extent acquired in a Permitted Acquisition all acquired Radio Station Licenses and FCC Licenses have been provided to the Administrative Agent prior to the consummation thereof. Except as set forth on Schedule 6.17, as amended from time to time pursuant to Section 6.164.22, the Radio Station Licenses and FCC Licenses that have been issued are in full force and effect, are valid for the balance of the current license term and term, are unimpaired by any act or omissions of the Borrower, its Subsidiaries or any of their employees, agents, officers, directors or stockholders or to the best knowledge of Borrower, the current holders of licenses that are to be acquired in connection with any Permitted Acquisition, and are free and clear of any material restrictions that might limit the full operation of the Radio Stations or the Business operated by the Borrower or and its Subsidiaries. There are no conditions upon , and have been so unimpaired for the Station Licenses except those conditions stated on the face thereof or conditions applicable to the stations of such class generally under the Communications Lawsfull current license term. Except as set forth on Schedule 6.17, as amended from time to time pursuant to Section 6.16, to Borrower’s knowledge4.22, there are no applications, proceedings or complaints pending or, to the Borrower’s best knowledge, threatened in writing that could reasonably be expected to may have a Material Adverse Effect material adverse effect on the Business or operation of such Radio Stations (other than proceedings that apply to the broadcast communications industry generally). The Borrower is not aware of any reason why those of the Radio Station Licenses or FCC Licenses subject to expiration might not be renewed in the ordinary course or of any reason why any of the Radio Station Licenses or FCC Licenses might be revoked in each case to the extent such revocation or expiration, either singularly or in the aggregate with any other revocation or expiration would have a Material Adverse Effectrevoked. No pending renewal of any Radio Station License or FCC Licenses would constitute a major federal action having a significant effect on the human environment under Section 1.1305 or 1.1307(b) of the FCC’s rules. All material information contained in any pending applications for modification, extension or renewal of the Radio Station Licenses, FCC Licenses or other applications filed with the FCC with respect to the Station Licenses by Borrower or any of its Subsidiaries is true, complete and accurate in all material respects. All information contained in any application for consent to assignment of licenses, an application for consent to transfer control of licenses or substantially similar applications filed with the FCC in connection with any Permitted Acquisition is true, complete and accurate in all material respects. (c) None of the Loan Parties owns a daily newspaper or conducts any business other than the ownership, management, or operation of the Business. (d) To the extent that Borrower or its Subsidiaries owns or operates any Cable Systems, except as set forth in Schedule 4.22, the Borrower and its Subsidiaries are in compliance with the FCC’s requirements for construction of digital television facilities for each of the television stations owned and operated by Borrower and its Subsidiaries. (e) To the extent that Borrower or its Subsidiaries owns or operates any Cable Systems, the Borrower and its Subsidiaries have elected must-carry or retransmission consent for carriage of the television stations owned and operated by the Borrower and its Subsidiaries on cable and DBS systems (“MVPDs”) during the election cycle ending on October 1, 2008, and the television stations are carried by such MVPD in accordance with such elections except where the failure to do so would not have a Material Adverse Effect. (f) To the extent that Borrower or its Subsidiaries owns or operates any Cable Systems, no MVPD has (i) advised the Borrower and its Subsidiaries of any signal quality or copyright indemnity or other obstacle to carriage of the television stations, (ii) declined or threatened to decline such carriage or failed to respond to a request for carriage or sought any form of relief from carriage from the FCC, or (iii) sought or obtained a modification to the geographic area in which any television station is eligible for must-carry or retransmission consent rights under the Cable Act.

FCC Rules and Regulations. (a) The To their best knowledge, and after giving effect to any Permitted Acquisition, the operation of the businesses of Borrower and its Subsidiaries complies has complied or will comply, as the case may be, in all material respects with the Communications Act of 1934, as amended, and the rules, orders, regulations and other applicable requirements of the FCC (including without limitation the FCC’s rules, regulations and published policies relating to the operation of the FCC transmitting and studio equipment) (collectively, the “Communications Laws”) to the extent that the failure to so comply would have a Material Adverse Effect). (b) The Station Licenses are all of the licenses, permits or permits, permissions and other authorizations from the FCC used or necessary to operate the Stations radio and television stations as currently operated by Borrower and its Subsidiaries, and all Station Licenses have been validly issued in the name of Borrower or one of its Subsidiaries or, in the case of the Acquisition those Station LicensesLicenses being acquired in any Permitted Acquisition, an application has been will be made and is pending with to the FCC for the granting of all necessary consents to the assignments assignment of such Acquisition Station Licenses station licenses to Borrower or certain one of its Subsidiaries (other than KMTV)Subsidiaries. Except as set forth on Schedule 6.17, as amended from time to time pursuant to Section 6.163.26(b), the Station Licenses that have been issued are in full force and effect, are valid for the balance of the current license term and (including any permitted extensions thereof), are unimpaired by any act or omissions of Borrower, its Subsidiaries or any of their employees, agents, officers, directors or stockholders, and are free and clear of any material restrictions that might limit the full operation of the radio and television stations operated by Borrower or and its Subsidiaries. There are no conditions upon , and have been so unimpaired for the Station Licenses except those conditions stated on the face thereof or conditions applicable to the stations of such class generally under the Communications Lawsfull current license term. Except as set forth on Schedule 6.17, as amended from time to time pursuant to Section 6.163.26(b), to the best of Borrower’s knowledge, there are no applications, proceedings or complaints pending or, to Borrower’s best knowledge, or threatened in writing that could reasonably be expected to may have a Material Adverse Effect on the business or operation of such radio and television stations (other than proceedings that apply to the radio and television broadcast industry generally). Borrower is not aware of any reason why those of the Station Licenses subject to expiration might not be renewed in the ordinary course or of any reason why any of the Station Licenses might be revoked in each case to the extent such revocation or expiration, either singularly or in the aggregate with any other revocation or expiration would have a Material Adverse Effectrevoked. No pending renewal of any Station License would constitute a major federal action having a significant effect on the human environment under Section Sections 1.1305 or 1.1307(b) of the FCC’s rules. All material information contained in any pending applications for modification, extension or renewal of the Station Licenses or other applications filed with the FCC with respect to the Station Licenses by Borrower or any of its Subsidiaries is true, complete and accurate in all material respects. (c) Except as set forth in Schedule 3.26(c), Borrower and its Subsidiaries are in compliance with the FCC’s requirements for construction of digital television facilities for each of the full-service television stations owned and operated by Borrower and its Subsidiaries. (d) Borrower and its Subsidiaries have timely elected must-carry or retransmission consent for carriage of the full-service television stations owned and operated by Borrower and its Subsidiaries on cable and DBS systems (“MVPDs”) during the election cycle ending on December 31, 2014, and such television stations are carried by such MVPD in accordance with such elections except where the failure to do so would not have a Material Adverse Effect. (e) Effective as of the Closing Date, no MVPD, in connection with a full-service television station has (i) asserted, or maintains an assertion, to Borrower and its Subsidiaries any signal quality, copyright indemnity or other requirement of the Communications Laws that would prevent carriage of any full-service television station, (ii) declined or threatened to decline such carriage or failed to respond to a request for carriage or sought any form of relief from carriage from the FCC, or (iii) sought or obtained a modification to the geographic area in which any full-service television station is eligible for must-carry or retransmission consent rights under the Cable Act, except where any of the above arose from a retransmission consent agreement involving such full-service television station or would not have a Material Adverse Effect.

FCC Rules and Regulations. (a) The To their best knowledge, and after giving effect to any Permitted Acquisition, the operation of the businesses of the Borrower and its License Subsidiaries complies has complied or will comply, as the case may be, in all material respects with the Communications Act of 1934, as amended, and the rules, orders, regulations and other applicable requirements of the FCC (including without limitation the FCC’s rules, regulations and published policies relating to the operation of the FCC transmitting and studio equipment) (collectively, the “Communications Laws”) to the extent that the failure to so comply would have a Material Adverse Effect). (b) The Station Licenses are all of the licenses, permits or permits, permissions and other authorizations from the FCC used or necessary to operate the Stations radio and television stations operating in the United States as such stations are currently operated by the Borrower and its License Subsidiaries, and all Station Licenses have been validly issued in the name of the Borrower or one of its License Subsidiaries or, in the case of the Acquisition those Station LicensesLicense(s) being acquired in any Permitted Acquisition, an application has been will be made and is pending with to the FCC for the granting of all necessary consents to the assignments assignment of such Acquisition Station Licenses License(s) to be made in the name of the Borrower or certain one of its Subsidiaries (other than KMTV)License Subsidiaries. Except as set forth described on Schedule 6.17, as amended from time to time pursuant to Section 6.165.27(b), the Station Licenses that have been issued are in full force and effect, are valid for the balance of the current license term and (including any permitted extensions thereof), are unimpaired by any material act or omissions of the Borrower, its License Subsidiaries or any of their employees, agents, officers, directors, members or stockholders, and are free and clear of any material restrictions that might limit the full operation of the radio and television stations operated by the Borrower or and its License Subsidiaries. There are no conditions upon , and have been so unimpaired for the Station Licenses except those conditions stated on the face thereof or conditions applicable to the stations of such class generally under the Communications Lawscurrent license term. Except as set forth described on Schedule 6.17, as amended from time to time pursuant to Section 6.165.27(b), to the best of the Borrower’s knowledge, there are no applications, proceedings or complaints pending or, to Borrower’s best knowledge, or threatened in writing that could reasonably be expected to may have a Material Adverse Effect on the business or operation of such radio and television stations (other than proceedings that apply to the radio and television broadcast industry generally). The Borrower is not aware of any reason why those of the Station Licenses subject to expiration might not be renewed in the ordinary course or of any reason why any of the Station Licenses might be revoked in each case to the extent such revocation or expiration, either singularly or in the aggregate with any other revocation or expiration would have a Material Adverse Effectrevoked. No pending renewal of any Station License would constitute a major federal action having a significant effect on the human environment under Section Sections 1.1305 or 1.1307(b) of the FCC’s rules. All material information contained in any pending applications for modification, extension or renewal of the Station Licenses or other applications filed with the FCC with respect to by the Station Licenses by Borrower or any of its License Subsidiaries is true, complete and accurate in all material respects. (c) The Borrower and its License Subsidiaries are in material compliance with the FCC’s requirements for construction of digital television facilities for each of the full-service and Class A television stations owned and operated by Borrower and its Subsidiaries. (d) Borrower and its License Subsidiaries have timely elected must-carry or retransmission consent for carriage of the full-service television stations operating in the United States which are owned and operated by Borrower and its License Subsidiaries on multichannel video distributors, as that term is defined in the Communications Laws (“MVPDs”) during the election cycle ending on December 31, 2017, and such television stations are carried by such MVPDs in accordance with such elections except where the failure to do so would not have a Material Adverse Effect, or where Borrower has entered into an agreement with an MVPD to secure other carriage rights which Borrower has determined are commercially reasonable. (e) Except as described in Schedule 5.27(e), effective as of the Closing Date, no MVPD, in connection with a Borrower or License Subsidiary full-service television station operating in the United States has (i) asserted, or maintains an assertion, to the Borrower and its Subsidiaries any signal quality, copyright indemnity or other requirement of the Communications Laws that would prevent carriage of any full-service television station, (ii) declined or threatened to decline such carriage or failed to respond to a request for carriage or sought any form of relief from carriage from the FCC, or (iii) sought or obtained a modification to the geographic area in which any full-service television station is eligible for must-carry or retransmission consent rights under the Cable Act, except where any of the above arose from a retransmission consent agreement involving such full-service television station or would not have a Material Adverse Effect. (f) To the best knowledge of the Borrower and its Subsidiaries, each television station identified to Administrative Agent on the Closing Date as broadcasting under an authorization from the government of the United Mexican States (“Mexico”), is owned by an entity, organized under the laws of Mexico, in which the Borrower or its Subsidiaries holds a minority, limited voting interest (neutral interest) (“License Entity”). To the best knowledge of the Borrower and its Subsidiaries, the License Entity, to which the Borrower or its Subsidiaries, as the case may be, provides programming and related services, is owned and programmed by the Borrower or its Subsidiaries and the License Entity in material compliance with all applicable laws and regulations of the Mexican governmental authorities and any applicable treaties between Mexico and the United States. To the best knowledge of the Borrower and its Subsidiaries, the material authorizations (concessions) of the Mexican government required in connection with the stations’ broadcast operations are held by the majority owner of the stations’ authorizations (concessions) and such authorizations are in full force and effect.

FCC Rules and Regulations. (a) The To their best knowledge, and after giving effect to any Permitted Acquisition, the operation of the businesses of Borrower and its Subsidiaries complies has complied or will comply, as the case may be, in all material respects with the Communications Act of 1934, as amended, and the rules, orders, regulations and other applicable requirements of the FCC (including without limitation the FCC’s rules, regulations and published policies relating to the operation of the FCC transmitting and studio equipment) (collectively, the “Communications Laws”) to the extent that the failure to so comply would have a Material Adverse Effect). (b) The Station Licenses are all of the licenses, permits or permits, permissions and other authorizations from the FCC used or necessary to operate the Stations radio and television stations operating in the United States as such stations are currently operated by Borrower and its Subsidiaries, and all Station Licenses have been validly issued in the name of Borrower or one of its Subsidiaries or, in the case of the Acquisition those Station LicensesLicenses being acquired in any Permitted Acquisition, an application has been will be made and is pending with to the FCC for the granting of all necessary consents to the assignments assignment of such Acquisition Station Licenses station licenses to Borrower or certain one of its Subsidiaries (other than KMTV)Subsidiaries. Except as set forth disclosed to Agent on Schedule 6.17, as amended from time to time pursuant to Section 6.16the Closing Date, the Station Licenses that have been issued are in full force and effect, are valid for the balance of the current license term and (including any permitted extensions thereof), are unimpaired by any act or omissions of Borrower, its Subsidiaries or any of their employees, agents, officers, directors or stockholders, and are free and clear of any material restrictions that might limit the full operation of the radio and television stations operated by Borrower or and its Subsidiaries. There are no conditions upon , and have been so unimpaired for the Station Licenses except those conditions stated on the face thereof or conditions applicable to the stations of such class generally under the Communications Lawsfull current license term. Except as set forth disclosed to Agent on Schedule 6.17, as amended from time to time pursuant to Section 6.16the Closing Date, to the best of Borrower’s knowledge, there are no applications, proceedings or complaints pending or, to Borrower’s best knowledge, or threatened in writing that could reasonably be expected to may have a Material Adverse Effect on the business or operation of such radio and television stations (other than proceedings that apply to the radio and television broadcast industry generally). Borrower is not aware of any reason why those of the Station Licenses subject to expiration might not be renewed in the ordinary course or of any reason why any of the Station Licenses might be revoked in each case to the extent such revocation or expiration, either singularly or in the aggregate with any other revocation or expiration would have a Material Adverse Effectrevoked. No pending renewal of any Station License would constitute a major federal action having a significant effect on the human environment under Section Sections 1.1305 or 1.1307(b) of the FCC’s rules. All material information contained in any pending applications for modification, extension or renewal of the Station Licenses or other applications filed with the FCC with respect to the Station Licenses by Borrower or any of its Subsidiaries is true, complete and accurate in all material respects. (c) Except as set forth in Schedule 3.26(c), Borrower and its Subsidiaries are in compliance with the FCC’s requirements for construction of digital television facilities for each of the full-service television stations owned and operated by Borrower and its Subsidiaries. (d) Borrower and its Subsidiaries have timely elected must-carry or retransmission consent for carriage of the full-service television stations operating in the United States which are owned and operated by Borrower and its Subsidiaries on cable and DBS systems (“MVPDs”) during the election cycle ending on December 31, 2014, and such television stations are carried by such MVPD in accordance with such elections except where the failure to do so would not have a Material Adverse Effect. (e) Effective as of the Closing Date, no MVPD, in connection with a full-service television station operating in the United States has (i) asserted, or maintains an assertion, to Borrower and its Subsidiaries any signal quality, copyright indemnity or other requirement of the Communications Laws that would prevent carriage of any full-service television station, (ii) declined or threatened to decline such carriage or failed to respond to a request for carriage or sought any form of relief from carriage from the FCC, or (iii) sought or obtained a modification to the geographic area in which any full-service television station is eligible for must-carry or retransmission consent rights under the Cable Act, except where any of the above arose from a retransmission consent agreement involving such full-service television station or would not have a Material Adverse Effect. (f) To the best knowledge of the Borrower and its Subsidiaries, each television station identified to Agent on the Closing Date as broadcasting under an authorization from the government of the United Mexican States (“Mexico”), is owned by an entity, organized under the laws of Mexico, in which the Borrower or its Subsidiaries holds a minority, limited voting interest (neutral interest) (“License Entity”). To the best knowledge of the Borrower and its Subsidiaries, the License Entity, to which the Borrower or its Subsidiaries, as the case may be, provides programming and related services, is owned and programmed by the Borrower or its Subsidiaries and the License Entity in material compliance with all applicable laws and regulations of the Mexican governmental authorities and any applicable treaties between Mexico and the United States. To the best knowledge of the Borrower and its Subsidiaries, the material authorizations (concessions) of the Mexican government required in connection with the stations’ broadcast operations are held by the majority owner of the stations’ authorizations (concessions) and such authorizations are in full force and effect.

FCC Rules and Regulations. (a) The operation of the businesses of Borrower and its Subsidiaries complies in all material respects with the Communications Act of 1934, as amended, and the applicable rules, regulations and published policies of the FCC (collectively, the “Communications Laws”) to the extent that the failure to so comply would have a Material Adverse Effect. (b) The Station Licenses are all of the licenses, permits or other authorizations from the FCC used or necessary to operate the Stations as currently operated by Borrower and its Subsidiaries, and all Station Licenses have been validly issued in the name of Borrower or one of its Subsidiaries or, in the case of the Acquisition Station Licenses, an application has been made and is pending with the FCC for the granting of all necessary consents to the assignments of such Acquisition Station Licenses to Borrower or certain of its Subsidiaries (other than KMTV)Subsidiaries. Except as set forth on Schedule 6.17, as amended from time to time pursuant to Section 6.16, the Station Licenses are in full force and effect, are valid for the balance of the current license term and are unimpaired by any act or omissions of Borrower or its Subsidiaries. There are no conditions upon the Station Licenses except those conditions stated on the face thereof or conditions applicable to the stations of such class generally under the Communications Laws. Except as set forth on Schedule 6.17, as amended from time to time pursuant to Section 6.16, to the knowledge of a Responsible Officer of the Borrower’s knowledge, there are no applications, proceedings or complaints pending or, to the knowledge of a Responsible Officer of a Borrower’s best knowledge, threatened in writing that could reasonably be expected to have a Material Adverse Effect (other than proceedings that apply to the broadcast industry generally). Borrower is not aware of any reason why those of the Station Licenses subject to expiration might not be renewed in the ordinary course or of any reason why any of the Station Licenses might be revoked in each case to the extent such revocation or expiration, either singularly or in the aggregate with any other revocation or expiration would have a Material Adverse Effect. No pending renewal of any Station License would constitute a major federal action having a significant effect on the human environment under Section 1.1305 or 1.1307(b) of the FCC’s rules. All material information contained in any pending applications for modification, extension or renewal of the Station Licenses or other applications filed with the FCC with respect to the Station Licenses by Borrower or any of its Subsidiaries is true, complete and accurate in all material respects.

FCC Rules and Regulations. (a) The To their best knowledge, and after giving effect to any Permitted Acquisition, the operation of the businesses of the Borrower and its License Subsidiaries complies has complied or will comply, as the case may be, in all material respects with the Communications Act of 1934, as amended, and the rules, orders, regulations and other applicable requirements of the FCC (including without limitation the FCC’s rules, regulations and published policies relating to the operation of the FCC transmitting and studio equipment) (collectively, the “Communications Laws”) to the extent that the failure to so comply would have a Material Adverse Effect). (b) The Station Licenses are all of the licenses, permits or permits, permissions and other authorizations from the FCC used or necessary to operate the Stations radio and television stations operating in the United States as such stations are currently operated by the Borrower and its License Subsidiaries, and all Station Licenses have been validly issued in the name of the Borrower or one of its License Subsidiaries or, in the case of the Acquisition those Station LicensesLicense(s) being acquired in any Permitted Acquisition, an application has been will be made and is pending with to the FCC for the granting of all necessary consents to the assignments assignment of such Acquisition Station Licenses License(s) to be made in the name of the Borrower or certain one of its Subsidiaries (other than KMTV)License Subsidiaries. Except as set forth described on Schedule 6.17, as amended from time to time pursuant to Section 6.165.27(b), the Station Licenses that have been issued are in full force and effect, are valid for the balance of the current license term and (including any permitted extensions thereof), are unimpaired by any material act or omissions of the Borrower, its License Subsidiaries or any of their employees, agents, officers, directors, members or stockholders, and are free and clear of any material restrictions that might limit the full operation of the radio and television stations operated by the Borrower or and its License Subsidiaries. There are no conditions upon , and have been so unimpaired for the Station Licenses except those conditions stated on the face thereof or conditions applicable to the stations of such class generally under the Communications Lawscurrent license term. Except as set forth described on Schedule 6.17, as amended from time to time pursuant to Section 6.165.27(b), to the best of the Borrower’s knowledge, there are no applications, proceedings or complaints pending or, to Borrower’s best knowledge, or threatened in writing that could reasonably be expected to may have a Material Adverse Effect on the business or operation of such radio and television stations (other than proceedings that apply to the radio and television broadcast industry generally). The Borrower is not aware of any reason why those of the Station Licenses subject to expiration might not be renewed in the ordinary course or of any reason why any of the Station Licenses might be revoked in each case to the extent such revocation or expiration, either singularly or in the aggregate with any other revocation or expiration would have a Material Adverse Effectrevoked. No pending renewal of any Station License would constitute a major federal action having a significant effect on the human environment under Section Sections 1.1305 or 1.1307(b) of the FCC’s rules. All material information contained in any pending applications for modification, extension or renewal of the Station Licenses or other applications filed with the FCC with respect to by the Station Licenses by Borrower or any of its License Subsidiaries is true, complete and accurate in all material respects. (c) The Borrower and its License Subsidiaries are in material compliance with the FCC’s requirements for construction of digital television facilities for each of the full-service and Class A television stations owned and operated by Borrower and its Subsidiaries. (d) Borrower and its License Subsidiaries have timely elected must-carry or retransmission consent for carriage of the full-service television stations operating in the United States which are owned and operated by Borrower and its License Subsidiaries on multichannel video distributors, as that term is defined in the Communications Laws (“MVPDs”) during the election cycle ending on December 31, 2017, and such television stations are carried by such MVPDs in accordance with such elections except where the failure to do so would not have a Material Adverse Effect, or where Xxxxxxxx has entered into an agreement with an MVPD to secure other carriage rights which Borrower has determined are commercially reasonable. (e) Except as described in Schedule 5.27(e), effective as of the Closing Date, no MVPD, in connection with a Borrower or License Subsidiary full-service television station operating in the United States has (i) asserted, or maintains an assertion, to the Borrower and its Subsidiaries any signal quality, copyright indemnity or other requirement of the Communications Laws that would prevent carriage of any full-service television station, (ii) declined or threatened to decline such carriage or failed to respond to a request for carriage or sought any form of relief from carriage from the FCC, or (iii) sought or obtained a modification to the geographic area in which any full-service television station is eligible for must-carry or retransmission consent rights under the Cable Act, except where any of the above arose from a retransmission consent agreement involving such full-service television station or would not have a Material Adverse Effect. (f) To the best knowledge of the Borrower and its Subsidiaries, each television station identified to Administrative Agent on the Closing Date as broadcasting under an authorization from the government of the United Mexican States (“Mexico”), is owned by an entity, organized under the laws of Mexico, in which the Borrower or its Subsidiaries holds a minority, limited voting interest (neutral interest) (“License Entity”). To the best knowledge of the Borrower and its Subsidiaries, the License Entity, to which the Borrower or its Subsidiaries, as the case may be, provides programming and related services, is owned and programmed by the Borrower or its Subsidiaries and the License Entity in material compliance with all applicable laws and regulations of the Mexican governmental authorities and any applicable treaties between Mexico and the United States. To the best knowledge of the Borrower and its Subsidiaries, the material authorizations (concessions) of the Mexican government required in connection with the stations’ broadcast operations are held by the majority owner of the stations’ authorizations (concessions) and such authorizations are in full force and effect.

FCC Rules and Regulations. (a) The operation of the businesses of Borrower and its Subsidiaries complies in all material respects with the Communications Act of 1934, as amended, and the applicable rules, regulations and published policies of the FCC (collectively, the “Communications Laws”) to the extent that the failure to so comply would have a Material Adverse Effect. (b) The Station Licenses Licenses, as amended from time to time pursuant to Section 6.16, are all of the licenses, permits or other authorizations from the FCC used or necessary to operate the Stations as currently operated by Borrower and its Subsidiaries, and all Station Licenses have been validly issued in the name of Borrower or one of its Subsidiaries or, in the case of the Acquisition Station Licenses, an application has been made and is pending with the FCC for the granting of all necessary consents to the assignments of such Acquisition Station Licenses to Borrower or certain of its Subsidiaries (other than KMTV)Subsidiaries. Except as set forth on Schedule 6.17, as amended from time to time pursuant to Section 6.16, the Station Licenses are in full force and effect, are valid for the balance of the current license term and are unimpaired by any act or omissions of Borrower or its Subsidiaries. There are no conditions upon the Station Licenses except those conditions stated on the face thereof or conditions applicable to the stations of such class generally under the Communications Laws. Except as set forth on Schedule 6.17, as amended from time to time pursuant to Section 6.16, to the knowledge of a Responsible Officer of the Borrower’s knowledge, there are no applications, proceedings or complaints pending or, to the knowledge of a Responsible Officer of a Borrower’s best knowledge, threatened in writing that could reasonably be expected to have a Material Adverse Effect (other than proceedings that apply to the broadcast industry generally). Borrower is not aware of any reason why those of the Station Licenses subject to expiration might not be renewed in the ordinary course or of any reason why any of the Station Licenses might be revoked in each case to the extent such revocation or expiration, either singularly or in the aggregate with any other revocation or expiration would have a Material Adverse Effect. No pending renewal of any Station License would constitute a major federal action having a significant effect on the human environment under Section 1.1305 or 1.1307(b) of the FCC’s rules. All material information contained in any pending applications for modification, extension or renewal of the Station Licenses or other applications filed with the FCC with respect to the Station Licenses by Borrower or any of its Subsidiaries is true, complete and accurate in all material respects.