License Subs. Promptly (and in any event within one hundred eighty (180) days) after the consummation of any Acquisition permitted hereunder, the Borrower shall cause each of the Licenses held by the Borrower or any of the Restricted Subsidiaries to be transferred to one or more License Subs, each of which License Subs shall have as its sole asset or assets the Licenses of the Borrower or any of the Restricted Subsidiaries and a management agreement with the Borrower and such of the Restricted Subsidiaries as operates the portion of the paging system of the Borrower and the Restricted Subsidiaries subject to such License or Licenses, such that from and after such applicable date neither the Borrower nor the Restricted Subsidiaries (other than License Subs) shall hold any Licenses other than through one or more duly created and existing License Subs. The Borrower shall not permit the License Subs to have any business activities, operations, assets, Indebtedness, Guaranties or Liens (other than pursuant to a Subsidiary Guaranty and Master Subsidiary Security Agreement issued in connection herewith). At the time of the transfer of the Licenses to the License Subs, the Borrower shall provide to the Administrative Agent copies of any required consents to such transfer from the FCC and any other governmental authority, together with a certificate of an Authorized Signatory stating that all Necessary Authorizations relating to such transfer have been obtained or made, are in full force and effect and are not subject to any pending or threatened reversal or cancellation.
License Subs. At the time of any Acquisition permitted hereunder, the Borrower shall cause each of the FCC Licenses being acquired by the Borrower or any of its Restricted Subsidiaries to be transferred to one or more License Subs, each of which License Subs shall have as its sole asset or assets the FCC Licenses of the Borrower or any of its Restricted Subsidiaries and a management agreement with the Borrower and such of its Restricted Subsidiaries subject to such FCC License or FCC Licenses, such that from and after such applicable date neither the Borrower nor its Restricted Subsidiaries (other than License Subs) shall hold any FCC Licenses other than through one or more duly created and existing License Subs. The Borrower shall not permit the License Subs to have any business activities, operations, assets, Indebtedness, Guaranties or Liens (other than holding FCC Licenses, being a party to network affiliation agreements and owning the Capital Stock of other License Subs, and pursuant to the Loan Documents, any Guaranties to the extent otherwise permitted hereunder or any Permitted Liens). Promptly after the transfer of the FCC Licenses to the License Subs, the Borrower shall, upon the request of the Administrative Agent, provide to the Administrative Agent copies of any required consents to such transfer from the FCC and any other governmental authority which such consents shall be in full force and effect and not subject to any pending reversal or cancellation. Notwithstanding the foregoing, this Section 5.16 shall not apply to any FCC Licenses held by an EAT Restricted Subsidiary during the applicable EAT Completion Period unless at any time, the aggregate Operating Cash Flow for the most recent Reference Period that is attributable to all of the EAT Restricted Subsidiaries holding FCC Licenses, taken as a whole, as of the last day of the Borrower’s most recently ended fiscal quarter shall be greater than ten percent (10%) of the Operating Cash Flow of the Borrower and its Restricted Subsidiaries for the most recent Reference Period, taken as whole, as of such date, in which case the Borrower shall take all actions necessary (including designating an EAT Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 5.13) to ensure that the FCC Licenses held by EAT Restricted Subsidiaries are held by EAT Restricted Subsidiaries that, taken as a whole, comprise ten percent (10%) or less of the Operating Cash Flow of the Borrower and its Restricted ...
License Subs. At the time of any Acquisition permitted hereunder, the Borrower shall cause each of the FCC Licenses being acquired by the Borrower or any of its Subsidiaries to be transferred to one or more License Subs, each of which License Subs shall have as its sole asset or assets the FCC Licenses of the Borrower or any of its Subsidiaries and a management agreement with the Borrower and such of its Subsidiaries subject to such FCC License or FCC Licenses, such that from and after such applicable date neither the Borrower nor its Subsidiaries (other than License Subs) shall hold any FCC Licenses other than through one or more duly created and existing License Subs. The Borrower shall not permit the License Subs to have any business activities, operations, assets, Indebtedness, Guaranties or Liens (other than holding FCC Licenses and owning the Ownership Interests of other License Subs, and other than pursuant to a Subsidiary Guaranty and Subsidiary Security Agreement issued in connection herewith or any agreement referred to in the preceding sentence). Promptly after the transfer of the FCC Licenses to the License Subs, the Borrower shall provide to the Administrative Agent copies of any required consents to such transfer from the FCC and any other governmental authority, together with a certificate of an Authorized Signatory stating that all Necessary Authorizations relating to such transfer have been obtained or made, are in full force and effect and are not subject to any pending or threatened reversal or cancellation.
License Subs. At the time of any acquisition or investment permitted hereunder and under the Notes, the Company shall cause each of the FCC Licenses being acquired by the Company or any of its Subsidiaries to be transferred to one or more License Subs, each of which License Subs shall have as its sole asset or assets the FCC Licenses of the Company or any of its Subsidiaries and a management agreement with the Company and such of its Subsidiaries subject to such FCC License or FCC Licenses, such that from and after such applicable date neither the Company nor its Subsidiaries (other than License Subs) shall hold any FCC Licenses other than through one or more duly created and existing License Subs. The Company shall not permit the License Subs to have any business activities, operations, assets, Indebtedness, Contingent Obligations or Liens (other than holding FCC Licenses, being a party to network affiliation agreements and owning the equity interests of other License Subs, and its obligations under the Transaction Documents). Promptly after the transfer of the FCC Licenses to the License Subs, the Company shall, upon the request of the Agent, provide to the Agent copies of any required consents to such transfer from the FCC and any other governmental authority which such consents shall be in full force and effect and not subject to any pending reversal or cancellation.
License Subs. Each Loan Party operating one or more Stations shall cause the FCC License for such Station or Stations to be transferred to a License Sub pursuant to a Transfer FCC Consent which shall be a Final Order (i) no later than 180 days after the Closing Date with respect to FCC Licenses owned by any such Loan Party as of the Closing Date or such longer period of time as may be approved by Administrative Agent (and by Syndication Agent, with respect any extension beyond the 210th day following the Closing Date) or (ii) no later than (A) the later of 90 days after the acquisition of any such FCC License with respect to any FCC Licenses acquired by any such Loan Party after the Closing Date and (B) 180 days after the Closing Date or such longer period of time as may be approved by Administrative Agent (and by Syndication Agent, with respect any extension beyond the 210th day following the Closing Date). Each Loan Party shall cause each License Sub to (i) observe all customary formalities regarding its existence, (ii) not commingle its properties with those of its Affiliates, or any other Person, (iii) accurately maintain its own bank accounts and separate books of account, (iv) pay its own liabilities from its own separate assets, (v) not incur any Indebtedness or other liabilities, not make loans to or assume or guaranty the obligations of any Person (other than pursuant to the Subsidiary Guaranty), (vi) execute a counterpart of the Subsidiary Guaranty and Security Agreement and (vii) not grant or permit to exist any Lien on any of its properties or assets other than Permitted Encumbrances and Liens created pursuant to the Collateral Documents. Each
License Subs. Promptly (and in any event within one hundred eighty (180) days) after the consummation of any Acquisition permitted hereunder, the Borrower shall cause each of the Licenses held by the Borrower or any of the Restricted Subsidiaries to be transferred to one or more License Subs, each of which License Subs shall have as its sole asset or assets the Licenses of the Borrower or any of the Restricted Subsidiaries and a
License Subs. No Borrower nor any Subsidiary thereof, other than a License Sub, shall hold any FCC Licenses. Borrowers shall not permit the License Subs to have any business activities, operations, assets, Indebtedness, guaranties or Liens (other than those in favor of Agent).
