Common use of License Subsidiaries Clause in Contracts

License Subsidiaries. (a) Use commercially reasonable efforts to ensure that all material Broadcast Licenses obtained on or after the Closing Date are held at all times by one or more Retained Existing Notes Indenture Unrestricted License Subsidiaries; provided, however, such requirement will not apply if holding any Broadcast License in a Retained Existing Notes Indenture Unrestricted License Subsidiary (i) is reasonably likely to have material adverse tax, operational or strategic consequences to the Parent Borrower or any Restricted Subsidiaries (as determined in good faith by the Parent Borrower) or (ii) requires any approval of the FCC or any other Governmental Authority that has not been obtained (the Parent Borrower agreeing to use commercially reasonable efforts to obtain any such approval). (b) Ensure that each License Subsidiary engages only in the business of holding Broadcast Licenses and rights and activities related thereto. (c) Ensure that the FCC Authorizations held by each License Subsidiary are not (i) commingled with the property of any Borrower and any Subsidiary thereof other than another License Subsidiary or (ii) transferred by such License Subsidiary to the Parent Borrower or any Restricted Subsidiary (other than any other License Subsidiary), except in connection with a Disposition permitted under Section 7.05. (d) Ensure that no License Subsidiary has any Indebtedness or other material liabilities except (a) liabilities arising under the Loan Documents to which it is a party and (b) trade payables incurred in the ordinary course of business, tax liabilities incidental to ownership of such rights and other liabilities incurred in the ordinary course of business, including those in connection with agreements necessary or desirable to operate a Broadcast Station, including retransmission consent, affiliation, programming, syndication, time brokerage, joint sales, lease and similar agreements.

License Subsidiaries. (a) Use commercially reasonable efforts to ensure that all material Whenever the Borrower or any of its Subsidiaries acquires any Broadcast Licenses obtained on or License after the Closing Date are Sixth Restatement Effective Date, the Borrower shall (without limiting its obligations under Section 6.09) cause such acquisition to take place as follows in accordance with all applicable laws and regulations, including pursuant to approvals from the FCC: (i) each Broadcast License so acquired shall be transferred to and held at all times by a Wholly Owned Subsidiary of the Borrower that is a License Subsidiary (provided that any License Subsidiary shall be permitted to hold one or more Retained Existing Notes Indenture Unrestricted License SubsidiariesBroadcast Licenses); provided, however, such requirement will not apply if holding any Broadcast License in a Retained Existing Notes Indenture Unrestricted License Subsidiary (i) is reasonably likely to have material adverse tax, operational or strategic consequences to the Parent Borrower or any Restricted Subsidiaries (as determined in good faith by the Parent Borrower) or (ii) requires any approval the related operating assets shall be transferred to and held by an operating company that is a Subsidiary of the FCC Borrower (an “Operating Subsidiary”); and (iii) the Borrower shall deliver or any other Governmental Authority cause to be delivered (if not theretofore delivered) to the Administrative Agent in pledge under the Security Agreement all Capital Stock of such License Subsidiary and such Operating Subsidiary (and, if reasonably requested by the Administrative Agent, furnish to the Administrative Agent evidence that has not the foregoing transactions have been obtained (the Parent Borrower agreeing to use commercially reasonable efforts to obtain any such approvalso effected). (b) Ensure that each Notwithstanding anything herein to the contrary, the Borrower shall not permit any License Subsidiary engages only to: (i) create, incur, assume or have outstanding any Indebtedness or other liabilities or obligations except for obligations under the Loan Documents, the Guarantees of such License Subsidiary in respect of Other Debt to the extent permitted under Section 7.01(j) and the contractual agreements with one or more Operating Subsidiaries entered into in the ordinary course of business solely with respect to the management of the relevant Station’s operations; (ii) own any right, franchise or other asset, except for Broadcast Licenses transferred to it by the Borrower of which it is a Wholly Owned Subsidiary, Broadcast Licenses acquired in the ordinary course of business and rights under any such agreements with one or more Operating Subsidiaries; (iii) enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); (iv) create, incur or permit to exist any Lien (other than the Lien created by the Security Documents and the Liens securing Second Priority Debt to the extent permitted under Section 7.02) on or in respect of, or sell, lease, assign, transfer or otherwise dispose of, any of its rights, franchises or other assets; (v) engage in any business other than holding Broadcast Licenses Licenses, such agreements with Operating Subsidiaries and rights and incidental activities related thereto; or (vi) make or hold any Investment. (c) Ensure Notwithstanding anything in this Section to the contrary, the Borrower and the Subsidiary Guarantors shall not be obligated to effect any transaction contrary to law or the rules, regulations or policies of the FCC, and shall be permitted to unwind the transactions contemplated by this Section to the extent necessary to comply with a ruling of the FCC; provided that the FCC Authorizations held by Borrower shall and shall cause each License of the Subsidiary are not (i) commingled Guarantors to use its best efforts to carry out the provisions of this Section consistent with all laws and all rules, regulations and policies of the property FCC, including pursuing any necessary approval or consents of any Borrower and any Subsidiary thereof other than another License Subsidiary or (ii) transferred by such License Subsidiary to the Parent Borrower or any Restricted Subsidiary (other than any other License Subsidiary), except in connection with a Disposition permitted under Section 7.05FCC. (d) Ensure that no The Borrower will cause all Broadcast Licenses for Owned Stations at all times to be held in the name of the respective License Subsidiary has any Indebtedness or other material liabilities except (a) liabilities arising for the Owned Station being operated under the Loan Documents to which it is a party and (b) trade payables incurred in the ordinary course of business, tax liabilities incidental to ownership authority of such rights and other liabilities incurred in the ordinary course of business, including those in connection with agreements necessary or desirable to operate a Broadcast Station, including retransmission consent, affiliation, programming, syndication, time brokerage, joint sales, lease and similar agreementsLicenses.

License Subsidiaries. (a) Use commercially reasonable efforts to ensure that all material Whenever the Borrower or any of its Subsidiaries acquires any Broadcast Licenses obtained on or License after the Closing Date are Fourth Restatement Effective Date, the Borrower shall (without limiting its obligations under Section 6.09) cause such acquisition to take place as follows in accordance with all applicable laws and regulations, including pursuant to approvals from the FCC: (i) each Broadcast License so acquired shall be transferred to and held at all times by a Wholly Owned Subsidiary of the Borrower that is a License Subsidiary (provided that any License Subsidiary shall be permitted to hold one or more Retained Existing Notes Indenture Unrestricted License SubsidiariesBroadcast Licenses); provided, however, such requirement will not apply if holding any Broadcast License in a Retained Existing Notes Indenture Unrestricted License Subsidiary (i) is reasonably likely to have material adverse tax, operational or strategic consequences to the Parent Borrower or any Restricted Subsidiaries (as determined in good faith by the Parent Borrower) or (ii) requires any approval the related operating assets shall be transferred to and held by an operating company that is a Subsidiary of the FCC Borrower (an “Operating Subsidiary”); and (iii) the Borrower shall deliver or any other Governmental Authority cause to be delivered (if not theretofore delivered) to the Administrative Agent in pledge under the Security Agreement all Capital Stock of such License Subsidiary and such Operating Subsidiary (and, if reasonably requested by the Administrative Agent, furnish to the Administrative Agent evidence that has not the foregoing transactions have been obtained (the Parent Borrower agreeing to use commercially reasonable efforts to obtain any such approvalso effected). (b) Ensure that each Notwithstanding anything herein to the contrary, the Borrower shall not permit any License Subsidiary engages only to: (i) create, incur, assume or have outstanding any Indebtedness or other liabilities or obligations except for obligations under the Loan Documents, the Guarantees of such License Subsidiary in respect of Other Debt to the extent permitted under Sections 7.01(i) and (j) and the contractual agreements with one or more Operating Subsidiaries entered into in the ordinary course of business solely with respect to the management of the relevant Station’s operations; (ii) own any right, franchise or other asset, except for Broadcast Licenses transferred to it by the Borrower of which it is a Wholly Owned Subsidiary, Broadcast Licenses acquired in the ordinary course of business and rights under any such agreements with one or more Operating Subsidiaries; (iii) enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); (iv) create, incur or permit to exist any Lien (other than the Lien created by the Security Documents and the Liens securing Second Priority Debt to the extent permitted under Section 7.02) on or in respect of, or sell, lease, assign, transfer or otherwise dispose of, any of its rights, franchises or other assets; (v) engage in any business other than holding Broadcast Licenses Licenses, such agreements with Operating Subsidiaries and rights and incidental activities related thereto; or (vi) make or hold any Investment. (c) Ensure Notwithstanding anything in this Section to the contrary, the Borrower and the Subsidiary Guarantors shall not be obligated to effect any transaction contrary to law or the rules, regulations or policies of the FCC, and shall be permitted to unwind the transactions contemplated by this Section to the extent necessary to comply with a ruling of the FCC; provided that the FCC Authorizations held by Borrower shall and shall cause each License of the Subsidiary are not (i) commingled Guarantors to use its best efforts to carry out the provisions of this Section consistent with all laws and all rules, regulations and policies of the property FCC, including pursuing any necessary approval or consents of any Borrower and any Subsidiary thereof other than another License Subsidiary or (ii) transferred by such License Subsidiary to the Parent Borrower or any Restricted Subsidiary (other than any other License Subsidiary), except in connection with a Disposition permitted under Section 7.05FCC. (d) Ensure that no The Borrower will cause all Broadcast Licenses for Owned Stations at all times to be held in the name of the respective License Subsidiary has any Indebtedness or other material liabilities except (a) liabilities arising for the Owned Station being operated under the Loan Documents to which it is a party and (b) trade payables incurred in the ordinary course of business, tax liabilities incidental to ownership authority of such rights and other liabilities incurred in the ordinary course of business, including those in connection with agreements necessary or desirable to operate a Broadcast Station, including retransmission consent, affiliation, programming, syndication, time brokerage, joint sales, lease and similar agreementsLicenses.

License Subsidiaries. (a) Use commercially reasonable efforts to ensure that all material Broadcast Licenses obtained on or after the Closing Date are held at all times by one or more Retained Existing Notes Indenture Unrestricted License Subsidiaries; provided, however, such requirement will not apply if holding any Broadcast License in a Retained Existing Notes Indenture Unrestricted License Subsidiary (i) is reasonably likely to have material adverse tax, operational operational, or strategic consequences to the Parent Borrower or any Restricted Subsidiaries (as determined in good faith by the Parent Borrower) or (ii) requires any approval of the FCC or any other Governmental Authority that has not been obtained (the Parent Borrower agreeing to use commercially reasonable efforts to obtain any such approval). (b) Ensure that each License Subsidiary engages only in the business of holding Broadcast Licenses and rights and activities related thereto. (c) Ensure that the FCC Authorizations held by each License Subsidiary are not (i) commingled with the property of any Borrower and any Subsidiary thereof other than another License Subsidiary Subsidiary, or (ii) transferred by such License Subsidiary to the Parent Borrower or any Restricted Subsidiary (other than any other License Subsidiary), except in connection with a Disposition permitted under Section 7.05. (d) Ensure that no License Subsidiary has any Indebtedness or other material liabilities except (a) liabilities arising under the Loan Documents to which it is a party and (b) trade payables incurred in the ordinary course of business, tax liabilities incidental to ownership of such rights and other liabilities incurred in the ordinary course of business, including those in connection with agreements necessary or desirable to operate a Broadcast Station, including retransmission consent, affiliation, programming, syndication, time brokerage, joint sales, lease and similar agreements.

License Subsidiaries. (a) Use commercially reasonable efforts to ensure that all material Whenever the Borrower or any of its Subsidiaries acquires any Broadcast Licenses obtained on or License after the Closing Date are Fifth Restatement Effective Date, the Borrower shall (without limiting its obligations under Section 6.09) cause such acquisition to take place as follows in accordance with all applicable laws and regulations, including pursuant to approvals from the FCC: (i) each Broadcast License so acquired shall be transferred to and held at all times by a Wholly Owned Subsidiary of the Borrower that is a License Subsidiary (provided that any License Subsidiary shall be permitted to hold one or more Retained Existing Notes Indenture Unrestricted License SubsidiariesBroadcast Licenses); provided, however, such requirement will not apply if holding any Broadcast License in a Retained Existing Notes Indenture Unrestricted License Subsidiary (i) is reasonably likely to have material adverse tax, operational or strategic consequences to the Parent Borrower or any Restricted Subsidiaries (as determined in good faith by the Parent Borrower) or (ii) requires any approval the related operating assets shall be transferred to and held by an operating company that is a Subsidiary of the FCC Borrower (an “Operating Subsidiary”); and (iii) the Borrower shall deliver or any other Governmental Authority cause to be delivered (if not theretofore delivered) to the Administrative Agent in pledge under the Security Agreement all Capital Stock of such License Subsidiary and such Operating Subsidiary (and, if reasonably requested by the Administrative Agent, furnish to the Administrative Agent evidence that has not the foregoing transactions have been obtained (the Parent Borrower agreeing to use commercially reasonable efforts to obtain any such approvalso effected). (b) Ensure that each Notwithstanding anything herein to the contrary, the Borrower shall not permit any License Subsidiary engages only to: (i) create, incur, assume or have outstanding any Indebtedness or other liabilities or obligations except for obligations under the Loan Documents, the Guarantees of such License Subsidiary in respect of Other Debt to the extent permitted under Section 7.01(j) and the contractual agreements with one or more Operating Subsidiaries entered into in the ordinary course of business solely with respect to the management of the relevant Station’s operations; (ii) own any right, franchise or other asset, except for Broadcast Licenses transferred to it by the Borrower of which it is a Wholly Owned Subsidiary, Broadcast Licenses acquired in the ordinary course of business and rights under any such agreements with one or more Operating Subsidiaries; (iii) enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); (iv) create, incur or permit to exist any Lien (other than the Lien created by the Security Documents and the Liens securing Second Priority Debt to the extent permitted under Section 7.02) on or in respect of, or sell, lease, assign, transfer or otherwise dispose of, any of its rights, franchises or other assets; (v) engage in any business other than holding Broadcast Licenses Licenses, such agreements with Operating Subsidiaries and rights and incidental activities related thereto; or (vi) make or hold any Investment. (c) Ensure Notwithstanding anything in this Section to the contrary, the Borrower and the Subsidiary Guarantors shall not be obligated to effect any transaction contrary to law or the rules, regulations or policies of the FCC, and shall be permitted to unwind the transactions contemplated by this Section to the extent necessary to comply with a ruling of the FCC; provided that the FCC Authorizations held by Borrower shall and shall cause each License of the Subsidiary are not (i) commingled Guarantors to use its best efforts to carry out the provisions of this Section consistent with all laws and all rules, regulations and policies of the property FCC, including pursuing any necessary approval or consents of any Borrower and any Subsidiary thereof other than another License Subsidiary or (ii) transferred by such License Subsidiary to the Parent Borrower or any Restricted Subsidiary (other than any other License Subsidiary), except in connection with a Disposition permitted under Section 7.05FCC. (d) Ensure that no The Borrower will cause all Broadcast Licenses for Owned Stations at all times to be held in the name of the respective License Subsidiary has any Indebtedness or other material liabilities except (a) liabilities arising for the Owned Station being operated under the Loan Documents to which it is a party and (b) trade payables incurred in the ordinary course of business, tax liabilities incidental to ownership authority of such rights and other liabilities incurred in the ordinary course of business, including those in connection with agreements necessary or desirable to operate a Broadcast Station, including retransmission consent, affiliation, programming, syndication, time brokerage, joint sales, lease and similar agreementsLicenses.

License Subsidiaries. (a) Use commercially reasonable efforts to ensure that all material Whenever the Borrower or any of its Subsidiaries acquires any Broadcast Licenses obtained on or License after the Closing Date are Effective Date, the Borrower shall cause such acquisition to take place as follows in accordance with all applicable laws and regulations, including pursuant to approvals from the FCC: (i) each Broadcast License so acquired shall be transferred to and held at all times by a wholly-owned Subsidiary of the Borrower that is a License Subsidiary (provided that any License Subsidiary shall be permitted to hold one or more Retained Existing Notes Indenture Unrestricted License SubsidiariesBroadcast Licenses); provided, however, such requirement will not apply if holding any Broadcast License in a Retained Existing Notes Indenture Unrestricted License Subsidiary (i) is reasonably likely to have material adverse tax, operational or strategic consequences to the Parent Borrower or any Restricted Subsidiaries (as determined in good faith by the Parent Borrower) or (ii) requires any approval the related operating assets shall be transferred to and held by an operating company that is a Subsidiary of the FCC Borrower (an “Operating Subsidiary”); and (iii) the Borrower shall deliver or any other Governmental Authority cause to be delivered (if not theretofore delivered) to the Administrative Agent, to the extent required under the Collateral Agreement and the Collateral and Guarantee Requirement pursuant to and subject to the terms thereof, a pledge of all Capital Stock of such License Subsidiary and such Operating Subsidiary (and, if reasonably requested by the Administrative Agent, furnish to the Administrative Agent evidence that has not the foregoing transactions have been obtained (the Parent Borrower agreeing to use commercially reasonable efforts to obtain any such approvalso effected). (b) Ensure that each Notwithstanding anything herein to the contrary, the Borrower shall not permit any License Subsidiary engages only to: (i) create, incur, assume or have outstanding any Indebtedness or other liabilities or obligations except for obligations under the Loan Documents, the Guarantees of such License Subsidiary in respect of Indebtedness that is unsecured, secured on a junior basis to the Secured Obligations and subject to a Second Lien Intercreditor Agreement or subordinated to the Loan Document Obligations, in each case to the extent permitted or not prohibited under Section 6.01 and the contractual agreements with one or more Operating Subsidiaries entered into in the ordinary course of business solely with respect to the management of the relevant Station’s operations; (ii) own any right, franchise or other asset, except for Broadcast Licenses transferred to it by the Borrower of which it is a wholly-owned Subsidiary, Broadcast Licenses acquired in the ordinary course of business and rights under any such agreements with one or more Operating Subsidiaries; (iii) enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); (iv) create, incur or permit to exist any Lien (other than the Lien created by the Security Documents and the Liens permitted under Section 6.02) on or in respect of, or sell, lease, assign, transfer or otherwise dispose of, any of its rights, franchises or other assets; (v) engage in any business other than holding Broadcast Licenses Licenses, such agreements with Operating Subsidiaries and rights and incidental activities related thereto; or (vi) make or hold any Investment. (c) Ensure Notwithstanding anything in this Section to the contrary, the Borrower and the Subsidiary Loan Parties shall not be obligated to effect any transaction contrary to law or the rules, regulations or policies of the FCC, and shall be permitted to unwind the transactions contemplated by this Section to the extent necessary to comply with a ruling of the FCC; provided that the FCC Authorizations held by Borrower shall and shall cause each License of the Subsidiary are not (i) commingled Loan Parties to use its best efforts to carry out the provisions of this Section consistent with all laws and all rules, regulations and policies of the property FCC, including pursuing any necessary approval or consents of any Borrower and any Subsidiary thereof other than another License Subsidiary or (ii) transferred by such License Subsidiary to the Parent Borrower or any Restricted Subsidiary (other than any other License Subsidiary), except in connection with a Disposition permitted under Section 7.05FCC. (d) Ensure that no The Borrower will cause all Broadcast Licenses for Owned Stations at all times to be held in the name of the respective License Subsidiary has any Indebtedness or other material liabilities except (a) liabilities arising for the Owned Station being operated under the Loan Documents to which it is a party and (b) trade payables incurred in the ordinary course of business, tax liabilities incidental to ownership authority of such rights and other liabilities incurred in the ordinary course of business, including those in connection with agreements necessary or desirable to operate a Broadcast Station, including retransmission consent, affiliation, programming, syndication, time brokerage, joint sales, lease and similar agreementsLicenses.

License Subsidiaries. (a) Use commercially reasonable efforts to ensure that all material Broadcast Licenses obtained on or after the Closing Date are held at all times by one or more Retained Existing Notes Indenture Unrestricted License Subsidiaries; providedExcept, howeverin each case, such requirement will not apply if holding any Broadcast License in a Retained Existing Notes Indenture Unrestricted License Subsidiary (i) is reasonably likely to have material adverse tax, operational or strategic consequences to the Parent Borrower extent that the failure to do so could not reasonably be expected to have, individually or any Restricted Subsidiaries (as determined in good faith by the Parent Borrower) or (ii) requires any approval of aggregate, a material and adverse impact on the FCC or any other Governmental Authority that has not been obtained (the Parent Borrower agreeing to use commercially reasonable efforts to obtain any such approval). (b) Ensure Lenders, ensure that each License Subsidiary engages only in the business of holding Broadcast Licenses and rights and activities related theretothereto in all material respects. (cb) Ensure Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a material and adverse impact on the Lenders, ensure that the FCC Authorizations held by each License Subsidiary are not (i) commingled with the property of any the Borrower and any Subsidiary thereof other than another License Subsidiary in all material respects or (ii) transferred by such License Subsidiary to the Parent Borrower or any Restricted Subsidiary (other than any other License Subsidiary), except in connection with a Disposition permitted under Section 7.05. (dc) Ensure Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a material and adverse impact on the Lenders, ensure that no License Subsidiary has any material Indebtedness or other material liabilities except (ai) liabilities arising under the Loan Documents to which it is a party party, the ABL Facility, the First Lien Notes Documents, the Second Lien Notes Documents, the Existing Credit Agreement Documents, the Existing Secured Notes Documents, the Existing Unsecured Notes Documents, Permitted Junior Debt, Credit Agreement Refinancing Indebtedness and any Permitted Refinancing in respect of the foregoing and (bii) trade payables incurred in the ordinary course of business, tax liabilities incidental to ownership of such rights and other liabilities incurred in the ordinary course of business, including those in connection with agreements necessary or desirable to operate a Broadcast Stationbroadcast stations, including retransmission consent, affiliation, programming, syndication, time brokerage, joint sales, lease and similar agreements.

License Subsidiaries. (a) Use commercially reasonable efforts to ensure Upon the consummation of any Permitted Acquisition or other acquisition by Holdings or any of its Subsidiaries permitted hereunder and under the other Loan Documents that all material involves the acquisition of one or more Broadcast Licenses, the Borrower shall cause each of the Broadcast Licenses obtained on being acquired by the Borrower or after the Closing Date are any of its Subsidiaries to be held at all times by one or more Retained Existing Notes Indenture Unrestricted License Subsidiaries; provided, howevereach of which License Subsidiaries shall have as its sole asset or assets the Broadcast Licenses associated with such acquired television broadcast station or stations, such requirement will not apply if holding that from and after such applicable date neither the Borrower nor its Subsidiaries (other than the applicable License Subsidiaries) shall hold any Broadcast Licenses other than through one or more duly created and existing License in a Retained Existing Notes Indenture Unrestricted Subsidiaries. The Borrower shall not permit the License Subsidiary (i) is reasonably likely Subsidiaries to have material adverse taxany business activities, operational operations, assets, Indebtedness, Guaranty Obligations or strategic consequences to the Parent Borrower or any Restricted Subsidiaries Liens (as determined in good faith by the Parent Borrower) or (ii) requires any approval of the FCC or any other Governmental Authority that has not been obtained (the Parent Borrower agreeing to use commercially reasonable efforts to obtain any such approval). (b) Ensure that each License Subsidiary engages only in the business of than holding Broadcast Licenses and rights owning the Capital Stock of other License Subsidiaries and activities related thereto. (c) Ensure that the FCC Authorizations held by each License Subsidiary are not (i) commingled with the property of any Borrower and any Subsidiary thereof other than another License Subsidiary or (ii) transferred by such License Subsidiary pursuant to the Parent Borrower Subsidiary Guaranty and Collateral Agreement issued in connection herewith or any Restricted Subsidiary (other than any other License Subsidiaryagreement referred to in the preceding sentence), except in connection with a Disposition permitted under Section 7.05. (d) Ensure that no License Subsidiary has any Indebtedness . Promptly after the assumption or other material liabilities except (a) liabilities arising acquisition of the Broadcast License acquired through a Permitted Acquisition or other acquisition by Holdings or any of its Subsidiaries permitted hereunder and under the other Loan Documents to which it is the License Subsidiaries, 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 party certificate of a Responsible Officer stating that all Necessary Authorizations relating to such transfer have been obtained or made, are in full force and (b) trade payables incurred in the ordinary course of business, tax liabilities incidental effect and are not subject to ownership of such rights and other liabilities incurred in the ordinary course of business, including those in connection with agreements necessary any pending or desirable to operate a Broadcast Station, including retransmission consent, affiliation, programming, syndication, time brokerage, joint sales, lease and similar agreementsthreatened reversal or cancellation.

License Subsidiaries. (a) Use commercially reasonable efforts to ensure that all material Broadcast Licenses obtained on or after the Original Closing Date are held at all times by one or more Retained Existing Notes Indenture Unrestricted License Subsidiaries; provided, however, such requirement will not apply if holding any Broadcast License in a Retained Existing Notes Indenture Unrestricted License Subsidiary (i) is reasonably likely to have material adverse tax, operational operational, or strategic consequences to the Parent Borrower or any Restricted Subsidiaries (as determined in good faith by the Parent Borrower) or (ii) requires any approval of the FCC or any other Governmental Authority that has not been obtained (the Parent Borrower agreeing to use commercially reasonable efforts to obtain any such approval). (b) Ensure that each License Subsidiary engages only in the business of holding Broadcast Licenses and rights and activities related thereto. (c) Ensure that the FCC Authorizations held by each License Subsidiary are not (i) commingled with the property of any Borrower and any Subsidiary thereof other than another License Subsidiary Subsidiary, or (ii) transferred by such License Subsidiary to the Parent Borrower or any Restricted Subsidiary (other than any other License Subsidiary), except in connection with a Disposition permitted under Section 7.05. (d) Ensure that no License Subsidiary has any Indebtedness or other material liabilities except (a) liabilities arising under the Loan Documents to which it is a party and (b) trade payables incurred in the ordinary course of business, tax liabilities incidental to ownership of such rights and other liabilities incurred in the ordinary course of business, including those in connection with agreements necessary or desirable to operate a Broadcast Station, including retransmission consent, affiliation, programming, syndication, time brokerage, joint sales, lease and similar agreements.

License Subsidiaries. All radio broadcast service, community antenna relay service, broadcast auxiliary license, earth station registration, business radio, microwave or special safety radio service license issued by the FCC pursuant to the Communications Act of 1934 as amended from time to time (aeach an “FCC License”) Use commercially reasonable efforts and other authorizations issued by the FCC relating to ensure that all material Broadcast Licenses obtained on or after the Closing Date Company and the Restricted Subsidiaries’ Stations (with the exception, prior to the closing of the TV One Acquisition, of TV One’s Stations) are held at all times by one or more Retained Existing Notes Indenture Unrestricted a wholly owned Restricted Subsidiary of the Company organized by the Company for the sole purpose of holding FCC Licenses, other Necessary Authorizations, and certain operating agreements and other assets incidental thereto (each a “License Subsidiaries; provided, however, such requirement will not apply if holding any Broadcast License in a Retained Existing Notes Indenture Unrestricted Subsidiary”). No License Subsidiary (i) is reasonably likely to have material adverse tax, operational owns or strategic consequences to holds any assets (including the Parent Borrower ownership of stock or any Restricted Subsidiaries other interest in any entity) other than operating agreements and FCC Licenses and all other filings, recordings and registrations with, and all validations or exemptions, approvals, orders, authorizations, consents, licenses, certificates and permits from, the FCC and other governmental authorities (as determined in good faith “Authorizations”) issued by the Parent Borrower) or FCC related to such Stations, (ii) requires is engaged in any approval business other than the holding, acquisition and maintenance of FCC Licenses and other Authorizations issued by the FCC, (iii) has any investments in any other entity other than the Company or a subsidiary of the FCC Company or (iv) owes any indebtedness (other than guarantees of the 2011 Notes and the 2013 Notes and the obligations under the Existing Credit Facility) to any person or entity other than the Company or a Restricted Subsidiary (or Guarantor under the Existing Indentures, in the case of those subsidiaries that were permitted to become Restricted Subsidiaries of the Existing Notes under the Existing Credit Facility pursuant to the Third Amendment thereto). ROCH (i) neither owns nor holds any assets (including the ownership of stock or any other Governmental Authority that has not been obtained (the Parent Borrower agreeing to use commercially reasonable efforts to obtain interest in any such approval). (bentity) Ensure that each License Subsidiary engages only in the business of holding Broadcast Licenses and rights and activities related thereto. (c) Ensure that the FCC Authorizations held by each License Subsidiary are not (i) commingled with the property of any Borrower and any Subsidiary thereof other than another License Subsidiary or the Company’s interests in TV One, (ii) transferred by such License Subsidiary to is engaged in no business other than the Parent Borrower or any Restricted Subsidiary holding of the Company’s interests in TV One, and (iii) owes no indebtedness for borrowed money (other than any other License Subsidiary), except in connection with a Disposition permitted under Section 7.05. (d) Ensure that no License Subsidiary has any Indebtedness or other material liabilities except (a) liabilities arising under the Loan Documents to which it is a party and (b) trade payables incurred as described in the ordinary course of business, tax liabilities incidental to ownership of such rights and other liabilities incurred parenthetical in the ordinary course of business, including those in connection with agreements necessary or desirable to operate a Broadcast Station, including retransmission consent, affiliation, programming, syndication, time brokerage, joint sales, lease and similar agreementsclause (iv) above).