Common use of License Subsidiaries Clause in Contracts

License Subsidiaries. (a) License Subsidiaries must be wholly-owned domestic Subsidiaries of the Borrower created or formed in accordance with the terms of Section 5.16 and designated by the Borrower as a “License Subsidiary” hereunder by written prior notice to the Administrative Agent thereof. License Subsidiaries shall be single purpose entities created and formed only for the sole purpose of holding Authorizations for Broadcast Stations. (b) Upon any acquisition permitted under Section 6.04(d), the Borrower shall cause the acquired Authorizations relating to each acquired Broadcast Station to be acquired by, and held in, one or more License Subsidiaries. (c) Upon the occurrence and during the continuance of any Event of Default, the Borrower shall promptly, but in any event not more than 90 Business Days, cause the all of the Authorizations relating to each Broadcast Station held by such Borrower and each other Loan Party to be transferred to a License Subsidiary. (d) Each License Subsidiary will, and the Borrower will cause each License Subsidiary to, maintain its Equity Interests and properties subject to a prior first Lien securing the Secured Obligations. (e) Each License Subsidiary will, and the Borrower will cause each License Subsidiary to, (i) be formed and organized, and operate, in each case solely for the purpose of holding the Authorizations directly, and not hold or own any assets other than (A) the Authorizations, and (B) licenses with the Subsidiaries of the Borrower related to the use of the Authorizations, (ii) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its certificate of organization or operating agreement, or allow the same to be amended, modified or otherwise changed, without the prior written consent of Administrative Agent, (iii) maintain all of its books, records, financial statements and bank accounts separate from those of any Affiliate, (iv) be, and at all times hold itself out to the public as, a legal entity separate and distinct from any other entity, including its members, correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name, not identify itself as a division or part of its members and maintain and utilize separate stationary, invoices and checks, (v) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, (vi) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person and (vii) not be, and not hold itself out to be, responsible for the debts or obligations of any other Person.

License Subsidiaries. (a) Other than ancillary FCC Licenses owned by Empire Burbank (none of which are Material FCC Licenses), the Credit Parties will cause each FCC License Subsidiaries must which is owned or acquired by any Credit Party to be wholly-owned domestic Subsidiaries of the Borrower created or formed held in accordance with the terms of Section 5.16 and designated by the Borrower as a “License Subsidiary” hereunder by written prior notice to the Administrative Agent thereof. License Subsidiaries shall be single purpose entities created and formed only for the sole purpose of holding Authorizations for Broadcast StationsSubsidiary at all times. (b) Upon The Credit Parties shall not allow any acquisition permitted License Subsidiary to (i) own any right, franchise or other asset except for FCC Licenses transferred to it by a Credit Party and FCC Licenses acquired by it directly or (ii) engage in any business or make any Investment other than holding such FCC Licenses and activities incidental thereto; provided that nothing herein shall prohibit any License Subsidiary from (x) entering into and performing under Section 6.04(d), management agreements in form reasonably acceptable to the Borrower shall cause the acquired Authorizations relating to each acquired Broadcast Station to be acquired by, and held in, Administrative Agent with one or more Credit Parties pursuant to which such License Subsidiaries. Subsidiary licenses to such Credit Parties for royalty payments the FCC Licenses owned by such License Subsidiary and pursuant to which such Credit Parties agree to operate their stations in accordance with policies established by such License Subsidiary and in accordance with FCC Regulations and (cy) Upon engaging in business incidental thereto. The rights of each License Subsidiary and each operating Subsidiary under each such management agreement shall constitute Collateral and at the request of the Administrative Agent upon the occurrence and during the continuation of an Event of Default and upon the occurrence and during the continuance of any Event of Defaultevent allowing the License Subsidiary the authority to terminate such agreement, the Borrower License Subsidiary shall promptly, but in any event not more than 90 Business Days, cause the all of the Authorizations relating such termination to each Broadcast Station held by such Borrower and each other Loan Party to be transferred to a License Subsidiaryoccur. (dc) Each Notwithstanding the foregoing, no License Subsidiary willshall be permitted, and the Borrower will cause each License Subsidiary tounder any circumstances, maintain its Equity Interests and properties subject to a prior first Lien securing the Secured Obligations.create, incur, assume or suffer to exist: (e) Each License Subsidiary will, and the Borrower will cause each License Subsidiary to, (i) be formed and organizedany Indebtedness, and operate, in each case solely for the purpose of holding the Authorizations directly, and not hold or own any assets other than Indebtedness to the Credit Parties or under the Loan Documents and the Indebtedness as a guarantor under the Senior Note Indenture and the Senior Subordinated Note Indenture or any other obligations and Indebtedness permitted hereunder; (Aii) any Lien, other than Liens created under the AuthorizationsLoan Documents or Liens permitted pursuant to clauses (a), (b), (c), (d), (h), (p), (q), (r) (s), (u), and (Bv) licenses with the Subsidiaries of the Borrower related to the use of the Authorizations, (ii) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its certificate of organization or operating agreement, or allow the same to be amended, modified or otherwise changed, without the prior written consent of Administrative Agent, Section 7.2; and (iii) maintain all any Guarantee, other than the Guarantee of its booksthe Loans, recordsthe Guarantee of the Senior Note Indenture and the Senior Notes, financial statements the Guarantee of the Senior Subordinated Note Indenture and bank accounts separate from those of the Senior Subordinated Notes or other obligations and Indebtedness permitted hereunder (including any Affiliate, (iv) be, and at all times hold itself out to the public as, a legal entity separate and distinct from any other entity, including its members, correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name, not identify itself as a division or part of its members and maintain and utilize separate stationary, invoices and checks, (v) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, (vi) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person and (vii) not be, and not hold itself out to be, responsible for the debts or obligations of any other PersonSubordinated Indebtedness).

License Subsidiaries. As contemplated by the preamble to this Article VII, CCPR (as to itself and its Subsidiaries) hereby agrees with the Revolving Credit Lenders and Term A Facility Lenders that: (a) CCPR will cause each Cellular License and Non-Cellular License from time to time held by CCPR and its Subsidiaries must to be wholly-owned domestic Subsidiaries held in the name of the Borrower created or formed in accordance with the terms a separate Subsidiary which shall be a direct Wholly Owned Subsidiary of Section 5.16 and designated CCPR (excluding, however, any Foreign Subsidiary), except that, unless requested by the Borrower as a “License Subsidiary” hereunder by written prior notice to the Administrative Agent thereof. License Subsidiaries after an Event of Default has occurred and is continuing to be held in such separate Subsidiary, Cellular Licenses for service areas in Puerto Rico (other than with respect to the Cellular System for the San ▇▇▇▇/Caguas MSA, which shall be single purpose entities created and formed only for held by a License Subsidiary) may be held by the sole purpose of holding Authorizations for Broadcast StationsBorrower. (b) Upon any acquisition permitted under Section 6.04(d), CCPR will maintain in full force and effect the Borrower shall cause license management agreements as in effect on the acquired Authorizations relating to date hereof between CCPR and each acquired Broadcast Station to be acquired by, and held in, one or more License SubsidiariesSubsidiary. (c) Upon Notwithstanding anything herein to the occurrence and during the continuance of any Event of Defaultcontrary, neither CCPR nor the Borrower shall promptly, but in permit any event not more than 90 Business Days, cause the all of the Authorizations relating to each Broadcast Station held by such Borrower and each other Loan Party to be transferred to a License Subsidiary. (d) Each License Subsidiary will, and the Borrower will cause each License Subsidiary to, maintain its Equity Interests and properties subject to a prior first Lien securing the Secured Obligations.: (e) Each License Subsidiary will, and the Borrower will cause each License Subsidiary to, (i) be formed and organizedcreate, and operateincur, in each case solely assume or have outstanding any Indebtedness or other liabilities or obligations except for obligations under the purpose of holding the Authorizations directly, and not hold or own any assets other than (A) the Authorizations, and (B) licenses with the Subsidiaries of the Borrower related to the use of the Authorizations, Loan Documents; (ii) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existenceown any right, and not amend, modify franchise or otherwise change its certificate of organization other asset (including any Investment) except for Cellular Licenses or operating agreement, or allow the same to be amended, modified or otherwise changed, without the prior written consent of Administrative Agent, Non-Cellular Licenses; (iii) maintain all enter into any transaction of its booksmerger, recordsconsolidation or amalgamation, financial statements and bank accounts separate from those of or liquidate, wind up or dissolve itself (or suffer any Affiliate, liquidation or dissolution); (iv) beLien (other than the Liens created by the Security Documents) on or in respect of, and at all times hold itself out to the public asor sell, a legal entity separate and distinct from lease, assign, transfer or otherwise dispose of, any other entity, including its members, correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name, not identify itself as a division or part of its members and maintain and utilize separate stationaryrights, invoices and checks, franchises or other assets; or (v) maintain adequate capital for the normal obligations reasonably foreseeable engage in a any business of its size and character and in light of its contemplated business operations, (vi) maintain its assets in such a manner that it will not be costly other than holding Cellular Licenses or difficult to segregate, ascertain Non-Cellular Licenses or identify its individual assets from those of any Affiliate or any other Person and (vii) not be, and not hold itself out to be, responsible for the debts or obligations of any other Personactivities incidental thereto.

License Subsidiaries. So long as any First Lien Notes are outstanding, the Parent Guarantor and the Issuer shall, and shall cause, to the extent applicable, each of its Subsidiaries to: (a) License Subsidiaries must except, in each case, to the extent that the failure to do so could not reasonably be wholly-owned domestic Subsidiaries expected to have, individually or in the aggregate, a material and adverse impact on the Holders of the Borrower created or formed First Lien Notes, ensure that each License Subsidiary engages only in accordance with the terms of Section 5.16 and designated by the Borrower as a “License Subsidiary” hereunder by written prior notice to the Administrative Agent thereof. License Subsidiaries shall be single purpose entities created and formed only for the sole purpose business of holding Authorizations for Broadcast Stations.Licenses and rights and activities related thereto in all material respects; (b) Upon 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 Holders of the First Lien Notes, ensure that the FCC Authorizations held by each License Subsidiary are not (i) commingled with the property of the Issuer and any acquisition Subsidiary thereof other than another License Subsidiary in all material respects or (ii) transferred by such License Subsidiary to the Issuer or any of its Subsidiaries (other than any other License Subsidiary), except in connection with a disposition permitted under Section 6.04(d), the Borrower shall cause the acquired Authorizations relating to each acquired Broadcast Station to be acquired by, and held in, one or more License Subsidiaries.SECTION 3.5; and (c) Upon except, in each case, to the occurrence extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a material and during adverse impact on the continuance of any Event of Default, the Borrower shall promptly, but in any event not more than 90 Business Days, cause the all Holders of the Authorizations relating to each Broadcast Station held by such Borrower and each other Loan Party to be transferred to a License Subsidiary. (d) Each First Lien Notes, ensure that no License Subsidiary will, and the Borrower will cause each License Subsidiary to, maintain its Equity Interests and properties subject to a prior first Lien securing the Secured Obligations. (e) Each License Subsidiary will, and the Borrower will cause each License Subsidiary to, has any material Indebtedness or other material liabilities except (i) be formed liabilities arising under the First Priority Documents and organizedthe indentures governing the Existing Notes to which it is a party, the ABL Credit Agreement, the Existing Credit Agreement, the Collateral Documents, the First Lien Note Documents, the Second Lien Note Documents, Permitted Junior Debt, and operate, any Refinancing Indebtedness in each case solely for the purpose of holding the Authorizations directly, and not hold or own any assets other than (A) the Authorizations, and (B) licenses with the Subsidiaries respect of the Borrower related to the use of the Authorizations, foregoing and (ii) do all things necessary under applicable law trade payables incurred in the ordinary course of business, tax liabilities incidental to ownership of such rights and its organizational documents to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its certificate other liabilities incurred in the ordinary course of organization or operating agreement, or allow the same to be amended, modified or otherwise changed, without the prior written consent of Administrative Agent, (iii) maintain all of its books, records, financial statements and bank accounts separate from those of any Affiliate, (iv) be, and at all times hold itself out to the public as, a legal entity separate and distinct from any other entitybusiness, including its membersthose in connection with agreements necessary or desirable to operate broadcast stations, correct any known misunderstanding regarding its status as a separate entityincluding affiliation, conduct business in its own nameprogramming, not identify itself as a division or part of its members syndication, time brokerage, joint sales, lease and maintain and utilize separate stationary, invoices and checks, (v) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, (vi) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person and (vii) not be, and not hold itself out to be, responsible for the debts or obligations of any other Personsimilar agreements.

License Subsidiaries. (a) On the date of, and at all times after the occurrence of a License Subsidiaries must Subsidiary Trigger Date (and in each case promptly upon the acquisition of any Broadcast Licenses occurring after any License Subsidiary Trigger Date), (i) the Borrower shall (without limiting its obligations under Section 6.16) cause (A) each existing and acquired Broadcast License to be wholly-owned domestic Subsidiaries assigned to and thereafter held by a License Subsidiary of the Borrower (provided that any License Subsidiary shall be permitted to hold one or more Broadcast Licenses); and (B) the operating assets related to the business and operations of the Station being operated under the authority of such Broadcast Licenses held by such License Subsidiary, to be transferred to and held by an operating company that is a Wholly-Owned Subsidiary of the Borrower (a “Nexstar Operating Subsidiary”); and (ii) the Borrower shall deliver or cause to be delivered (if not theretofore delivered) to the Administrative Agent in pledge under the appropriate Loan Documents, all Capital Stock of all License Subsidiaries and Operating Subsidiaries together with stock powers executed in blank (and, if reasonably requested by the Administrative Agent, furnish to the Administrative Agent evidence that the foregoing transactions have been so effected). (b) On the date of, and at all times after the occurrence of a License Subsidiary Trigger Date, each such License Subsidiary and Operating Subsidiary (i) shall have been formed, created or formed acquired in accordance with the terms of this Agreement or the Mission Credit Agreement, and the Loan Documents and Mission Loan Documents, in each case as applicable, (including without limitation, the provisions of Section 5.16 6.16 and designated by Section 6.16 of the Mission Credit Agreement), (ii) shall have been formed, created or acquired as, and shall continue at all times thereafter to be, a Wholly-Owned Subsidiary of the Borrower or the Mission Borrower, as applicable, (iii) shall be, and shall continue at all times thereafter to be, be a “License Subsidiary” hereunder party to a Guaranty Agreement and have guaranteed both the Obligations and the Mission Obligations in full, (iv) shall be, and shall continue at all times thereafter to be, a party to the Security Documents and have pledged and granted a security interest in (to the extent permitted by written prior notice Law), all of its assets, including without limitation the Broadcast Licenses to secure both the Obligations and the Mission Obligations in full, and (v) shall have delivered to the Administrative Agent thereof. or the Collateral Agent all of the Capital Stock of each such License Subsidiaries shall be single purpose entities created Subsidiary and formed only for the sole purpose of holding Authorizations for Broadcast Stations. (b) Upon any acquisition permitted under Section 6.04(d), the Borrower shall cause the acquired Authorizations relating to each acquired Broadcast Station to be acquired by, and held in, one or more License SubsidiariesOperating Subsidiary together with stock powers executed in blank. (c) Upon On the date of, and at all times after the occurrence of the License Subsidiary Trigger Date, all Broadcast Licenses shall be directly controlled by, and during held by a License Subsidiary in accordance with the continuance terms of any Event of Defaultthis Section, this Agreement, the other Loan Documents and the comparable provisions and Mission Loan Documents, and the Borrower shall promptly, but in any event not more than 90 Business Days, take all action to cause and maintain all Broadcast Licenses for the Stations at all of the Authorizations relating to each Broadcast Station held by such Borrower and each other Loan Party times to be transferred to a directly controlled by, and held in the name of, the respective License SubsidiarySubsidiary for the respective Station being operated under authority of such Broadcast Licenses. (d) Each License Subsidiary willThe Administrative Agent may, on behalf of the Borrower and the Lenders, from time to time amend this Agreement and the other Loan Documents to reflect the provisions agreed to by this Section 6.26, but in no case shall any such amendment reflect any other change to this Agreement or any of the Loan Documents except those changes necessary to give effect to the provisions of this Section 6.26 unless such other changes are agreed to by the Borrower and the requisite required Lenders as provided by the terms of Section 10.01, and the Borrower will cause each License Subsidiary to, maintain its Equity Interests and properties subject to a prior first Lien securing the Secured Obligations. (e) Each License Subsidiary will, Majority Revolver Lenders and the Borrower will cause each License Subsidiary toMajority Lenders hereby authorize the Administrative Agent to enter into such amendment, (i) be formed and organizedconsent, and operate, in each case solely for the purpose of holding the Authorizations directly, and not hold waiver or own any assets other than (A) the Authorizations, and (B) licenses with the Subsidiaries modification on behalf of the Borrower related to the use of the Authorizations, (ii) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its certificate of organization or operating agreement, or allow the same to be amended, modified or otherwise changed, without the prior written consent of Administrative Agent, (iii) maintain all of its books, records, financial statements and bank accounts separate from those of any Affiliate, (iv) be, and at all times hold itself out to the public as, a legal entity separate and distinct from any other entity, including its members, correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name, not identify itself as a division or part of its members and maintain and utilize separate stationary, invoices and checks, (v) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, (vi) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person and (vii) not be, and not hold itself out to be, responsible for the debts or obligations of any other PersonLenders.

License Subsidiaries. (a) Whenever the Borrower or any of its Subsidiaries acquires any Broadcast License Subsidiaries must after the Third 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 wholly-owned domestic Subsidiaries transferred to and held by a Wholly Owned Subsidiary of the Borrower created that is a License Subsidiary (provided that any License Subsidiary shall be permitted to hold one or formed in accordance with more Broadcast Licenses); (ii) the terms related operating assets shall be transferred to and held by an operating company that is a Subsidiary of Section 5.16 and designated by the Borrower as a (an “License Operating Subsidiary” hereunder by written prior notice ”); and (iii) the Borrower shall deliver or cause to be delivered (if not theretofore delivered) to the Administrative Agent thereof. in pledge under the Security Agreement all Capital Stock of such License Subsidiaries shall be single purpose entities created Subsidiary and formed only for such Operating Subsidiary (and, if reasonably requested by the sole purpose of holding Authorizations for Broadcast StationsAdministrative Agent, furnish to the Administrative Agent evidence that the foregoing transactions have been so effected). (b) Upon any acquisition permitted under Section 6.04(d)Notwithstanding anything herein to the contrary, the Borrower shall cause not permit any License Subsidiary to: (i) create, incur, assume or have outstanding any Indebtedness or other liabilities or obligations except for obligations under the acquired Authorizations relating to each acquired Broadcast Station to be acquired by, Loan Documents and held in, the contractual agreements with one or more License 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 Agreement) 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, such agreements with Operating Subsidiaries and incidental activities thereto; or (vi) make or hold any Investment. (c) Upon Notwithstanding anything in this Section to the occurrence and during the continuance of any Event of Defaultcontrary, the Borrower and the Subsidiary Guarantors shall promptlynot be obligated to effect any transaction contrary to law or the rules, but in any event not more than 90 Business Days, cause the all regulations or policies of the Authorizations relating 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 Borrower shall and shall cause each Broadcast Station held by such Borrower of the Subsidiary Guarantors to use its best efforts to carry out the provisions of this Section consistent with all laws and each other Loan Party to be transferred to a License Subsidiaryall rules, regulations and policies of the FCC, including pursuing any necessary approval or consents of the FCC. (d) Each License Subsidiary will, and the The Borrower will cause each License Subsidiary to, maintain its Equity Interests and properties subject to a prior first Lien securing the Secured Obligations. (e) Each License Subsidiary will, and the Borrower will cause each License Subsidiary to, (i) be formed and organized, and operate, in each case solely all Broadcast Licenses for the purpose of holding the Authorizations directly, and not hold or own any assets other than (A) the Authorizations, and (B) licenses with the Subsidiaries of the Borrower related to the use of the Authorizations, (ii) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its certificate of organization or operating agreement, or allow the same to be amended, modified or otherwise changed, without the prior written consent of Administrative Agent, (iii) maintain all of its books, records, financial statements and bank accounts separate from those of any Affiliate, (iv) be, and Owned Stations at all times hold itself out to be held in the public as, a legal entity separate and distinct from any other entity, including its members, correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name, not identify itself as a division or part name of its members and maintain and utilize separate stationary, invoices and checks, (v) maintain adequate capital the respective License Subsidiary for the normal obligations reasonably foreseeable in a business Owned Station being operated under authority of its size and character and in light of its contemplated business operations, (vi) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person and (vii) not be, and not hold itself out to be, responsible for the debts or obligations of any other PersonBroadcast Licenses.

License Subsidiaries. (a) Whenever the Borrower or any of its Subsidiaries acquires any Broadcast License Subsidiaries must after the 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 by a wholly-owned domestic Subsidiaries Subsidiary of the Borrower created that is a License Subsidiary (provided that any License Subsidiary shall be permitted to hold one or formed in accordance with more Broadcast Licenses); (ii) the related operating assets shall be transferred to and held by an operating company that is a Subsidiary of the Borrower (an “Operating Subsidiary”); and (iii) the Borrower shall deliver or 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 Section 5.16 all Capital Stock of such License Subsidiary and designated such Operating Subsidiary (and, if reasonably requested by the Borrower as a “License Subsidiary” hereunder by written prior notice Administrative Agent, furnish to the Administrative Agent thereof. License Subsidiaries shall be single purpose entities created and formed only for evidence that the sole purpose of holding Authorizations for Broadcast Stationsforegoing transactions have been so effected). (b) Upon any acquisition permitted under Section 6.04(d)Notwithstanding anything herein to the contrary, the Borrower shall cause not permit any License Subsidiary to: (i) create, incur, assume or have outstanding any Indebtedness except for obligations under the acquired Authorizations relating 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 the First/Second/Third Lien Intercreditor Agreement or subordinated to the Loan Document Obligations, in each acquired Broadcast Station case to be acquired by, the extent permitted or not prohibited under Section 6.01 and held in, 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 any of its rights, franchises or other assets; (v) engage in any business other than holding Broadcast Licenses, such agreements with Operating Subsidiaries and incidental activities thereto (including, for clarity, channel sharing, hosting and other spectrum usage agreements); or (vi) make or hold any Investment; provided that nothing in this Section 6.11 shall prohibit a License SubsidiariesSubsidiary from entering into a channel sharing, hosting or spectrum usage agreement or otherwise entering into agreements to lease, use, share or combine its spectrum for data distribution or other ancillary or supplementary services (including arrangements to provide Next Gen 3.0 technology) of the Borrower and its Restricted Subsidiaries (including, for the avoidance of doubt, the Borrower and/or the Subsidiary Loan Parties making available spectrum bandwidth, directly or indirectly in connection with the EdgeBeam Wireless, LLC venture described in Schedule 6.04(f). (c) Upon Notwithstanding anything in this Section to the occurrence and during the continuance of any Event of Defaultcontrary, the Borrower and the Subsidiary Loan Parties shall promptlynot be obligated to effect any transaction contrary to law or the rules, but in any event not more than 90 Business Days, cause the all regulations or policies of the Authorizations relating 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 Borrower shall and shall cause each Broadcast Station held by such Borrower of the Subsidiary Loan Parties to use its best efforts to carry out the provisions of this Section consistent with all laws and each other Loan Party to be transferred to a License Subsidiaryall rules, regulations and policies of the FCC, including pursuing any necessary approval or consents of the FCC. (d) Each License Subsidiary will, and the The Borrower will cause each License Subsidiary to, maintain its Equity Interests and properties subject to a prior first Lien securing the Secured Obligations. (e) Each License Subsidiary will, and the Borrower will cause each License Subsidiary to, (i) be formed and organized, and operate, in each case solely all Broadcast Licenses for the purpose of holding the Authorizations directly, and not hold or own any assets other than (A) the Authorizations, and (B) licenses with the Subsidiaries of the Borrower related to the use of the Authorizations, (ii) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its certificate of organization or operating agreement, or allow the same to be amended, modified or otherwise changed, without the prior written consent of Administrative Agent, (iii) maintain all of its books, records, financial statements and bank accounts separate from those of any Affiliate, (iv) be, and Owned Stations at all times hold itself out to be held in the public as, a legal entity separate and distinct from any other entity, including its members, correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name, not identify itself as a division or part name of its members and maintain and utilize separate stationary, invoices and checks, (v) maintain adequate capital the respective License Subsidiary for the normal obligations reasonably foreseeable in a business Owned Station being operated under authority of its size and character and in light of its contemplated business operations, (vi) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person and (vii) not be, and not hold itself out to be, responsible for the debts or obligations of any other PersonBroadcast Licenses.

License Subsidiaries. So long as any Second Lien Notes are outstanding, the Parent Guarantor and the Issuer shall, and shall cause, to the extent applicable, each of its Subsidiaries to: (a) License Subsidiaries must except, in each case, to the extent that the failure to do so could not reasonably be wholly-owned domestic Subsidiaries expected to have, individually or in the aggregate, a material and adverse impact on the Holders of the Borrower created or formed Second Lien Notes, ensure that each License Subsidiary engages only in accordance with the terms of Section 5.16 and designated by the Borrower as a “License Subsidiary” hereunder by written prior notice to the Administrative Agent thereof. License Subsidiaries shall be single purpose entities created and formed only for the sole purpose business of holding Authorizations for Broadcast Stations.Licenses and rights and activities related thereto in all material respects; (b) Upon 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 Holders of the Second Lien Notes, ensure that the FCC Authorizations held by each License Subsidiary are not (i) commingled with the property of the Issuer and any acquisition Subsidiary thereof other than another License Subsidiary in all material respects or (ii) transferred by such License Subsidiary to the Issuer or any of its Subsidiaries (other than any other License Subsidiary), except in connection with a disposition permitted under Section 6.04(d), the Borrower shall cause the acquired Authorizations relating to each acquired Broadcast Station to be acquired by, and held in, one or more License Subsidiaries.SECTION 3.5; and (c) Upon except, in each case, to the occurrence extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a material and during adverse impact on the continuance of any Event of Default, the Borrower shall promptly, but in any event not more than 90 Business Days, cause the all Holders of the Authorizations relating to each Broadcast Station held by such Borrower and each other Loan Party to be transferred to a License Subsidiary. (d) Each Second Lien Notes, ensure that no License Subsidiary will, and the Borrower will cause each License Subsidiary to, maintain its Equity Interests and properties subject to a prior first Lien securing the Secured Obligations. (e) Each License Subsidiary will, and the Borrower will cause each License Subsidiary to, has any material Indebtedness or other material liabilities except (i) be formed liabilities arising under the First Priority Documents and organizedthe indentures governing the Existing Notes to which it is a party, the ABL Credit Agreement, the Existing Credit Agreement, the Collateral Documents, the First Lien Note Documents, the Second Lien Note Documents, Permitted Pari Passu Debt, and operate, any Refinancing Indebtedness in each case solely for the purpose of holding the Authorizations directly, and not hold or own any assets other than (A) the Authorizations, and (B) licenses with the Subsidiaries respect of the Borrower related to the use of the Authorizations, foregoing and (ii) do all things necessary under applicable law trade payables incurred in the ordinary course of business, tax liabilities incidental to ownership of such rights and its organizational documents to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its certificate other liabilities incurred in the ordinary course of organization or operating agreement, or allow the same to be amended, modified or otherwise changed, without the prior written consent of Administrative Agent, (iii) maintain all of its books, records, financial statements and bank accounts separate from those of any Affiliate, (iv) be, and at all times hold itself out to the public as, a legal entity separate and distinct from any other entitybusiness, including its membersthose in connection with agreements necessary or desirable to operate broadcast stations, correct any known misunderstanding regarding its status as a separate entityincluding affiliation, conduct business in its own nameprogramming, not identify itself as a division or part of its members syndication, time brokerage, joint sales, lease and maintain and utilize separate stationary, invoices and checks, (v) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, (vi) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person and (vii) not be, and not hold itself out to be, responsible for the debts or obligations of any other Personsimilar agreements.

License Subsidiaries. (a) Other than ancillary FCC Licenses owned by Empire Burbank (none of which are Material FCC Licenses), the Credit Parties will cause each FCC License Subsidiaries must which is owned or acquired by any Credit Party to be wholly-owned domestic Subsidiaries of the Borrower created or formed held in accordance with the terms of Section 5.16 and designated by the Borrower as a “License Subsidiary” hereunder by written prior notice to the Administrative Agent thereof. License Subsidiaries shall be single purpose entities created and formed only for the sole purpose of holding Authorizations for Broadcast StationsSubsidiary at all times. (b) Upon The Credit Parties shall not allow any acquisition permitted License Subsidiary to (i) own any right, franchise or other asset except for FCC Licenses transferred to it by a Credit Party and FCC Licenses acquired by it directly or (ii) engage in any business or make any Investment other than holding such FCC Licenses and activities incidental thereto; provided that nothing herein shall prohibit any License Subsidiary from (x) entering into and performing under Section 6.04(d), management agreements in form reasonably acceptable to the Borrower shall cause the acquired Authorizations relating to each acquired Broadcast Station to be acquired by, and held in, Administrative Agent with one or more Credit Parties pursuant to which such License Subsidiaries. Subsidiary licenses to such Credit Parties for royalty payments the FCC Licenses owned by such License Subsidiary and pursuant to which such Credit Parties agree to operate their stations in accordance with policies established by such License Subsidiary and in accordance with FCC Regulations and (cy) Upon engaging in business incidental thereto. The rights of each License Subsidiary and each Operating Subsidiary under each such management agreement shall constitute Collateral and at the request of the Administrative Agent upon the occurrence and during the continuation of an Event of Default and upon the occurrence and during the continuance of any Event of Defaultevent allowing the License Subsidiary the authority to terminate such agreement, the Borrower License Subsidiary shall promptly, but in any event not more than 90 Business Days, cause the all of the Authorizations relating such termination to each Broadcast Station held by such Borrower and each other Loan Party to be transferred to a License Subsidiaryoccur. (dc) Each Notwithstanding the foregoing, no License Subsidiary willshall be permitted, and the Borrower will cause each License Subsidiary tounder any circumstances, maintain its Equity Interests and properties subject to a prior first Lien securing the Secured Obligations.create, incur, assume or suffer to exist: (e) Each License Subsidiary will, and the Borrower will cause each License Subsidiary to, (i) be formed and organizedany Indebtedness, and operate, in each case solely for the purpose of holding the Authorizations directly, and not hold or own any assets other than (A) the Authorizations, and (B) licenses with the Subsidiaries of the Borrower related Indebtedness to the use of Credit Parties or under the Authorizations, Loan Documents and the Indebtedness as a guarantor under the Senior Subordinated Note Indenture or any other obligations and Indebtedness permitted hereunder; (ii) do all things necessary any Lien, other than Liens created under applicable law the Loan Documents or Liens permitted pursuant to clauses (a), (b), (c), (d), (h), (p), (q), (r) and its organizational documents to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its certificate (s) of organization or operating agreement, or allow the same to be amended, modified or otherwise changed, without the prior written consent of Administrative Agent, Section 7.2; and (iii) maintain all any Guarantee, other than the Guarantee of its books, records, financial statements the Loans and bank accounts separate from those the Guarantee of any Affiliate, (iv) be, the Senior Subordinated Note Indenture and at all times hold itself out to the public as, a legal entity separate Senior Subordinated Notes or other obligations and distinct from any other entity, including its members, correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name, not identify itself as a division or part of its members and maintain and utilize separate stationary, invoices and checks, (v) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, (vi) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person and (vii) not be, and not hold itself out to be, responsible for the debts or obligations of any other PersonIndebtedness permitted hereunder.

License Subsidiaries. (a) Other than ancillary FCC Licenses owned by Empire Burbank (none of which are Material FCC Licenses), the Credit Parties will cause each FCC License Subsidiaries must which is owned or acquired by any Credit Party to be wholly-owned domestic Subsidiaries of the Borrower created or formed held in accordance with the terms of Section 5.16 and designated by the Borrower as a “License Subsidiary” hereunder by written prior notice to the Administrative Agent thereof. License Subsidiaries shall be single purpose entities created and formed only for the sole purpose of holding Authorizations for Broadcast StationsSubsidiary at all times. (b) Upon The Credit Parties shall not allow any acquisition permitted License Subsidiary to (i) own any right, franchise or other asset except for FCC Licenses transferred to it by a Credit Party and FCC Licenses acquired by it directly or (ii) engage in any business or make any Investment other than holding such FCC Licenses and activities incidental thereto; provided that nothing herein shall prohibit any License Subsidiary from (x) entering into and performing under Section 6.04(d), management agreements in form reasonably acceptable to the Borrower shall cause the acquired Authorizations relating to each acquired Broadcast Station to be acquired by, and held in, Administrative Agent with one or more Credit Parties pursuant to which such License Subsidiaries. Subsidiary licenses to such Credit Parties for royalty payments the FCC Licenses owned by such License Subsidiary and pursuant to which such Credit Parties agree to operate their stations in accordance with policies established by such License Subsidiary and in accordance with FCC Regulations and (cy) Upon engaging in business incidental thereto. The rights of each License Subsidiary and each operating Subsidiary under each such management agreement shall constitute Collateral and at the request of the Administrative Agent upon the occurrence and during the continuation of an Event of Default and upon the occurrence and during the continuance of any Event of Defaultevent allowing the License Subsidiary the authority to terminate such agreement, the Borrower License Subsidiary shall promptly, but in any event not more than 90 Business Days, cause the all of the Authorizations relating such termination to each Broadcast Station held by such Borrower and each other Loan Party to be transferred to a License Subsidiaryoccur. (dc) Each Notwithstanding the foregoing, no License Subsidiary willshall be permitted, and the Borrower will cause each License Subsidiary tounder any circumstances, maintain its Equity Interests and properties subject to a prior first Lien securing the Secured Obligations.create, incur, assume or suffer to exist: (e) Each License Subsidiary will, and the Borrower will cause each License Subsidiary to, (i) be formed and organizedany Indebtedness, and operate, in each case solely for the purpose of holding the Authorizations directly, and not hold or own any assets other than (A) the Authorizations, and (B) licenses with the Subsidiaries of the Borrower related Indebtedness to the use of Credit Parties or under the Authorizations, Loan Documents and the Indebtedness as a guarantor under the Senior Note Indenture and the Senior Subordinated Note Indenture or any other obligations and Indebtedness permitted hereunder; (ii) do all things necessary any Lien, other than Liens created under applicable law the Loan Documents or Liens permitted pursuant to clauses (a), (b), (c), (d), (h), (p), (q), (r) and its organizational documents to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its certificate (s) of organization or operating agreement, or allow the same to be amended, modified or otherwise changed, without the prior written consent of Administrative Agent, Section 7.2; and (iii) maintain all any Guarantee, other than the Guarantee of its booksthe Loans, recordsthe Guarantee of the Senior Note Indenture and the Senior Notes, financial statements the Guarantee of the Senior Subordinated Note Indenture and bank accounts separate from those of the Senior Subordinated Notes or other obligations and Indebtedness permitted hereunder (including any Affiliate, (iv) be, and at all times hold itself out to the public as, a legal entity separate and distinct from any other entity, including its members, correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name, not identify itself as a division or part of its members and maintain and utilize separate stationary, invoices and checks, (v) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, (vi) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person and (vii) not be, and not hold itself out to be, responsible for the debts or obligations of any other PersonSubordinated Indebtedness).

License Subsidiaries. (a) Whenever the Borrower or any of its Subsidiaries acquires any Broadcast License Subsidiaries must after the Restatement Effective Date, the Borrower shall (without limiting its obligations under Section 9.23 hereof) cause such acquisition to take place as follows in accordance with all applicable laws and regulations, including, without limitation, pursuant to approvals from the Credit Agreement (i) each Broadcast License so acquired shall be whollytransferred to and held by a separate Wholly-owned domestic Subsidiaries Owned Subsidiary of the Borrower created that is a License Subsidiary, provided that (x) the Broadcast Licenses for one or formed more radio broadcasting stations serving a single "Area of Dominant Influence" as determined by Arbitron Company may be held by any one or more License Subsidiaries that do not hold any Broadcast License for any one or more television broadcasting stations and (y) the Broadcast Licenses for WTTV-TV, a television broadcasting station licensed to Bloomington, Indiana and serving the Bloomington area, and for WTTK-TV, a television broadcasting station licensed to Kokomo, Indiana and serving the Kokomo area, may be held in accordance with a single License Subsidiary, (ii) the terms related operating assets shall be transferred to and held by an operating company that is a Subsidiary of Section 5.16 the Borrower (an "Operating Subsidiary"), (iii) such License Subsidiary and designated such Operating Subsidiary shall enter into a Asset Use and Operating Agreement, (iv) the Borrower shall deliver or cause to be delivered to the Agent in pledge under the Security Agreement all capital stock of such License Subsidiary and such Operating Subsidiary and (v) the Borrower shall furnish to the Agent such evidence as may be reasonably requested by the Borrower as a “License Subsidiary” hereunder by written prior notice to Agent or any Lender that the Administrative Agent thereof. License Subsidiaries shall be single purpose entities created and formed only for the sole purpose of holding Authorizations for Broadcast Stationsforegoing transactions have been so effected. (b) Upon any acquisition permitted under Section 6.04(d)Notwithstanding anything herein to the contrary, the Borrower shall cause not permit any License Subsidiary to: (i) create, incur, assume or have outstanding any Indebtedness or other liabilities or obligations except for obligations under the Basic Documents and an Asset Use and Operating Agreement; (ii) own any right, franchise or other asset except for Broadcast Licenses transferred to it by the Borrower of which it is a direct, Wholly Owned Subsidiary and Broadcast Licenses acquired Authorizations relating in the ordinary course of business and rights under a Asset Use and Operating Agreement; (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 each acquired Broadcast Station to be acquired byexist any Lien (other than the Lien created by the Security Agreement) 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 Broadcasting Licenses and held in, one entering into a Asset Use and Operating Agreement; or more License SubsidiariesCredit Agreement (vi) make or hold any Investment. (c) Upon Notwithstanding anything in this Section 9.25 to the occurrence and during the continuance of any Event of Defaultcontrary, the Borrower and the Subsidiary Guarantors shall promptlynot be obligated to effect any transaction contrary to law or the rules, but in any event not more than 90 Business Days, cause the all regulations or policies of the Authorizations relating to each Broadcast Station held by such Borrower and each other Loan Party to be transferred to a License Subsidiary. (d) Each License Subsidiary willFCC, and shall be permitted to unwind the transactions contemplated by this Section 9.25 to the extent necessary to comply with a ruling of the FCC; provided that the Borrower will shall and shall cause each License Subsidiary to, maintain its Equity Interests and properties subject to a prior first Lien securing the Secured Obligations. (e) Each License Subsidiary will, and the Borrower will cause each License Subsidiary to, (i) be formed and organized, and operate, in each case solely for the purpose of holding the Authorizations directly, and not hold or own any assets other than (A) the Authorizations, and (B) licenses with the Subsidiaries of the Borrower related Subsidiary Guarantors to use its best efforts to carry out the use provisions of this Section 9.25 consistent with all laws and all rules, regulations and policies of the AuthorizationsFCC, (ii) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its certificate of organization or operating agreement, or allow the same to be amended, modified or otherwise changedincluding, without limitation, pursuing any necessary approval or consents of the prior written consent of Administrative Agent, (iii) maintain all of its books, records, financial statements and bank accounts separate from those of any Affiliate, (iv) be, and at all times hold itself out to the public as, a legal entity separate and distinct from any other entity, including its members, correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name, not identify itself as a division or part of its members and maintain and utilize separate stationary, invoices and checks, (v) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, (vi) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person and (vii) not be, and not hold itself out to be, responsible for the debts or obligations of any other PersonFCC.

License Subsidiaries. (a) On the date of, and at all times after the occurrence of a License Subsidiaries must Subsidiary Trigger Date (and in each case promptly upon the acquisition of any Broadcast Licenses occurring after any License Subsidiary Trigger Date), (i) the Borrower shall (without limiting its obligations under Section 6.16) cause (A) each existing and acquired Broadcast License to be wholly-owned domestic Subsidiaries assigned to and thereafter held by a License Subsidiary of the Borrower (provided that any License Subsidiary shall be permitted to hold one or more Broadcast Licenses); and (B) the operating assets related to the business and operations of the Station being operated under the authority of such Broadcast Licenses held by such License Subsidiary, to be transferred to and held by an operating company that is a Wholly-Owned Subsidiary of the Borrower (a “Mission Operating Subsidiary”); and (ii) the Borrower shall deliver or cause to be delivered (if not theretofore delivered) to the Administrative Agent in pledge under the appropriate Loan Documents all Capital Stock of all License Subsidiaries and Operating Subsidiaries together with stock powers executed in blank (and, if reasonably requested by the Administrative Agent, furnish to the Administrative Agent evidence that the foregoing transactions have been so effected). (b) On the date of, and at all times after the occurrence of a License Subsidiary Trigger Date, each such License Subsidiary and Operating Subsidiary (i) shall have been formed, created or formed acquired in accordance with the terms of this Agreement or the Nexstar Credit Agreement, and the Loan Documents and Nexstar Loan Documents, in each case as applicable, (including without limitation, the provisions of Section 5.16 6.16 and designated by Section 6.16 of the Nexstar Credit Agreement), (ii) shall have been formed, created or acquired as, and shall continue at all times thereafter to be, a Wholly-Owned Subsidiary of the Borrower or the Nexstar Borrower, as applicable, (iii) shall be, and shall continue at all times thereafter to be, be a “License Subsidiary” hereunder party to a Guaranty Agreement and have guaranteed both the Obligations and the Nexstar Obligations in full, (iv) shall be, and shall continue at all times thereafter to be, a party to the Security Documents and have pledged and granted a security interest in (to the extent permitted by written prior notice Law), all of its assets, including without limitation the Broadcast Licenses to secure both the Obligations and the Nexstar Obligations in full, and (v) shall have delivered to the Administrative Agent thereof. or the Collateral Agent all of the Capital Stock of each such License Subsidiaries shall be single purpose entities created Subsidiary and formed only for the sole purpose of holding Authorizations for Broadcast Stations. (b) Upon any acquisition permitted under Section 6.04(d), the Borrower shall cause the acquired Authorizations relating to each acquired Broadcast Station to be acquired by, and held in, one or more License SubsidiariesOperating Subsidiary together with stock powers executed in blank. (c) Upon On the date of, and at all times after the occurrence of the License Subsidiary Trigger Date, all Broadcast Licenses shall be directly controlled by, and during held by a License Subsidiary in accordance with the continuance terms of any Event of Defaultthis Section, this Agreement, the other Loan Documents and the comparable provisions and Nexstar Loan Documents, and the Borrower shall promptly, but in any event not more than 90 Business Days, take all action to cause and maintain all Broadcast Licenses for the Stations at all of the Authorizations relating to each Broadcast Station held by such Borrower and each other Loan Party times to be transferred to a directly controlled by, and held in the name of, the respective License SubsidiarySubsidiary for the respective Station being operated under authority of such Broadcast Licenses. (d) Each License Subsidiary willThe Administrative Agent may, on behalf of the Borrower and the Lenders, from time to time amend this Agreement and the other Loan Documents to reflect the provisions agreed to by this Section 6.27, but in no case shall any such amendment reflect any other change to this Agreement or any of the Loan Documents except those changes necessary to give effect to the provisions of this Section 6.27 unless such other changes are agreed to by the Borrower and the requisite required Lenders as provided by the terms of Section 11.01, and the Borrower will cause each License Subsidiary to, maintain its Equity Interests and properties subject to a prior first Lien securing the Secured Obligations. (e) Each License Subsidiary will, Majority Revolver Lenders and the Borrower will cause each License Subsidiary toMajority Lenders hereby authorize the Administrative Agent to enter into such amendment, (i) be formed and organizedconsent, and operate, in each case solely for the purpose of holding the Authorizations directly, and not hold waiver or own any assets other than (A) the Authorizations, and (B) licenses with the Subsidiaries modification on behalf of the Borrower related to the use of the Authorizations, (ii) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its certificate of organization or operating agreement, or allow the same to be amended, modified or otherwise changed, without the prior written consent of Administrative Agent, (iii) maintain all of its books, records, financial statements and bank accounts separate from those of any Affiliate, (iv) be, and at all times hold itself out to the public as, a legal entity separate and distinct from any other entity, including its members, correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name, not identify itself as a division or part of its members and maintain and utilize separate stationary, invoices and checks, (v) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, (vi) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person and (vii) not be, and not hold itself out to be, responsible for the debts or obligations of any other PersonLenders.

License Subsidiaries. (a) Whenever the Borrower or any of its Subsidiaries acquires any Broadcast License Subsidiaries must after the 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 wholly-owned domestic Subsidiaries transferred to and held by a separate Wholly Owned Subsidiary of the Borrower created that is a License Subsidiary, provided that (y) the Broadcast Licenses for one or formed more radio broadcasting stations serving a single “Area of Dominant Influence” as determined by Arbitron Company may be held by any one or more License Subsidiaries that do not hold any Broadcast License for any one or more television broadcasting stations and (z) the Broadcast Licenses for WTTV-TV and WTTK-TV may be held in accordance with a single License Subsidiary; (ii) the terms related operating assets shall be transferred to and held by an operating company that is a Subsidiary of Section 5.16 and designated by the Borrower as a (an “Operating Subsidiary”); (iii) such License Subsidiary” hereunder by written prior notice Subsidiary and such Operating Subsidiary shall enter into an Asset Use and Operating Agreement; (iv) the Borrower shall deliver or cause to be delivered to the Administrative Agent thereof. in pledge under the Security Agreement all capital stock, limited liability company interests or other ownership interests of such License Subsidiaries Subsidiary and such Operating Subsidiary; and (v) the Borrower shall furnish to the Administrative Agent such evidence as may be single purpose entities created and formed only for reasonably requested by the sole purpose of holding Authorizations for Broadcast StationsAdministrative Agent or any Lender that the foregoing transactions have been so effected. (b) Upon any acquisition permitted under Section 6.04(d)Notwithstanding anything herein to the contrary, the Borrower shall cause not permit any License Subsidiary to: (i) create, incur, assume or have outstanding any Indebtedness or other liabilities or obligations except for obligations under the Loan Documents and an Asset Use and Operating Agreement; (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 and Broadcast Licenses acquired Authorizations relating in the ordinary course of business and rights under an Asset Use and Operating Agreement; (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 each acquired exist any Lien (other than the Lien created by the Security Agreement) 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 Station to be acquired by, Licenses and held in, one entering into an Asset Use and Operating Agreement or more License Subsidiariesas expressly contemplated in such Asset Use and Operating Agreement; or (vi) make or hold any Investment. (c) Upon Notwithstanding anything in this Section to the occurrence and during the continuance of any Event of Defaultcontrary, the Borrower and the Subsidiary Guarantors shall promptlynot be obligated to effect any transaction contrary to law or the rules, but in any event not more than 90 Business Days, cause the all regulations or policies of the Authorizations relating 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 Borrower shall and shall cause each Broadcast Station held by such Borrower of the Subsidiary Guarantors to use its best efforts to carry out the provisions of this Section consistent with all laws and each other Loan Party to be transferred to a License Subsidiaryall rules, regulations and policies of the FCC, including pursuing any necessary approval or consents of the FCC. (d) Each License Subsidiary will, and the The Borrower will cause each License Subsidiary to, maintain its Equity Interests and properties subject to a prior first Lien securing the Secured Obligations. (e) Each License Subsidiary will, and the Borrower will cause each License Subsidiary to, (i) be formed and organized, and operate, in each case solely all Broadcast Licenses for the purpose of holding the Authorizations directly, and not hold or own any assets other than (A) the Authorizations, and (B) licenses with the Subsidiaries of the Borrower related to the use of the Authorizations, (ii) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its certificate of organization or operating agreement, or allow the same to be amended, modified or otherwise changed, without the prior written consent of Administrative Agent, (iii) maintain all of its books, records, financial statements and bank accounts separate from those of any Affiliate, (iv) be, and Owned Stations at all times hold itself out to be held in the public as, a legal entity separate and distinct from any other entity, including its members, correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name, not identify itself as a division or part name of its members and maintain and utilize separate stationary, invoices and checks, (v) maintain adequate capital the respective License Subsidiary for the normal obligations reasonably foreseeable in a business Owned Station being operated under authority of its size and character and in light of its contemplated business operations, (vi) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person and (vii) not be, and not hold itself out to be, responsible for the debts or obligations of any other PersonBroadcast Licenses.

License Subsidiaries. (a) Other than ancillary FCC Licenses owned by Empire Burbank (none of which are Material FCC Licenses), the Credit Parties will cause each FCC License Subsidiaries must which is owned or acquired by any Credit Party to be wholly-owned domestic Subsidiaries of the Borrower created or formed held in accordance with the terms of Section 5.16 and designated by the Borrower as a “License Subsidiary” hereunder by written prior notice to the Administrative Agent thereof. License Subsidiaries shall be single purpose entities created and formed only for the sole purpose of holding Authorizations for Broadcast StationsSubsidiary at all times. (b) Upon The Credit Parties shall not allow any acquisition permitted License Subsidiary to (i) own any right, franchise or other asset except for FCC Licenses transferred to it by a Credit Party and FCC Licenses acquired by it directly or (ii) engage in any business or make any Investment other than holding such FCC Licenses and activities incidental thereto; provided that nothing herein shall prohibit any License Subsidiary from (x) entering into and performing under Section 6.04(d), management agreements in form reasonably acceptable to the Borrower shall cause the acquired Authorizations relating to each acquired Broadcast Station to be acquired by, and held in, Administrative Agent with one or more Credit Parties pursuant to which such License Subsidiaries. Subsidiary licenses to such Credit Parties for royalty payments the FCC Licenses owned by such License Subsidiary and pursuant to which such Credit Parties agree to operate their stations in accordance with policies established by such License Subsidiary and in accordance with FCC Regulations and (cy) Upon engaging in business incidental thereto. The rights of each License Subsidiary and each Operating Subsidiary under each such management agreement shall constitute Collateral and at the request of the Administrative Agent upon the occurrence and during the continuation of an Event of Default and upon the occurrence and during the continuance of any Event of Defaultevent allowing the License Subsidiary the authority to terminate such agreement, the Borrower License Subsidiary shall promptly, but in any event not more than 90 Business Days, cause the all of the Authorizations relating such termination to each Broadcast Station held by such Borrower and each other Loan Party to be transferred to a License Subsidiaryoccur. (dc) Each Notwithstanding the foregoing, no License Subsidiary willshall be permitted, and the Borrower will cause each License Subsidiary tounder any circumstances, maintain its Equity Interests and properties subject to a prior first Lien securing the Secured Obligations.create, incur, assume or suffer to exist: (e) Each License Subsidiary will, and the Borrower will cause each License Subsidiary to, (i) be formed and organizedany Indebtedness, and operate, in each case solely for the purpose of holding the Authorizations directly, and not hold or own any assets other than (A) the Authorizations, and (B) licenses with the Subsidiaries of the Borrower related Indebtedness to the use of Credit Parties or under the Authorizations, Loan Documents and the Indebtedness as a guarantor under the Senior Subordinated Note Indenture or any other obligations and Indebtedness permitted hereunder; (ii) do all things necessary any Lien, other than Liens created under applicable law the Loan Documents or Liens permitted pursuant to clauses (a), (b), (c), (d), (h), (p), (q), (r) and its organizational documents to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its certificate (s) of organization or operating agreement, or allow the same to be amended, modified or otherwise changed, without the prior written consent of Administrative Agent, Section 7.2; and (iii) maintain all any Guarantee, other than the Guarantee of its books, records, financial statements the Loans and bank accounts separate from those the Guarantee of the Senior Subordinated Note Indenture and the Senior Subordinated Notes or other obligations and Indebtedness permitted hereunder (including any Affiliate, (iv) be, and at all times hold itself out to the public as, a legal entity separate and distinct from any other entity, including its members, correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name, not identify itself as a division or part of its members and maintain and utilize separate stationary, invoices and checks, (v) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, (vi) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person and (vii) not be, and not hold itself out to be, responsible for the debts or obligations of any other PersonSubordinated Indebtedness).