THIS TRANSACTION, NEGOTIATION OF
THIS AGREEMENT OR DELIVERED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT (IN EACH
CASE, AS MODIFIED OR SUPPLEMENTED BY OTHER INFORMATION SO FURNISHED) WHEN TAKEN
AS A WHOLE CONTAINS ANY MATERIAL MISSTATEMENT OF FACT OR OMITS TO STATE ANY
MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING; PROVIDED THAT, WITH
RESPECT TO PROJECTED FINANCIAL INFORMATION, THE BORROWER REPRESENTS ONLY THAT
SUCH INFORMATION WAS PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED TO
BE REASONABLE AT THE TIME IN LIGHT OF THE CIRCUMSTANCES WHEN MADE.
5.16
COMPLIANCE WITH LAWS.
EACH OF THE PARENT, THE
BORROWER AND EACH SUBSIDIARY IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE
REQUIREMENTS OF ALL LAWS AND ALL ORDERS, WRITS, INJUNCTIONS AND DECREES
APPLICABLE TO IT OR TO ITS PROPERTIES, EXCEPT IN SUCH INSTANCES IN WHICH
(A) SUCH REQUIREMENT OF LAW OR ORDER, WRIT, INJUNCTION OR DECREE IS BEING
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED OR (B)
THE FAILURE TO COMPLY THEREWITH, EITHER INDIVIDUALLY OR IN THE AGGREGATE, COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
EACH OF THE
PARENT, THE BORROWER AND EACH SUBSIDIARY IS IN COMPLIANCE WITH THE RULES AND
REGULATIONS OF THE FCC RELATING TO THE OPERATION OF TELEVISION AND RADIO
STATIONS, EXCEPT TO THE EXTENT THAT ANY FAILURE TO FILE OR FAILURE TO COMPLY
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
59
5.17
LICENSE SUBSIDIARIES.
EXCEPT (I) AS SET FORTH ON
SCHEDULE 5.17, (II) AS CONSENTED TO BY THE AGENTS IN CONNECTION WITH A PERMITTED
ACQUISITION (FOR A PERIOD OF NOT LONGER THAN 45 DAYS) AND (III) AS HELD BY AN
EXCLUDED NON-WHOLLY-OWNED SUBSIDIARY, NO LOAN PARTY (OTHER THAN A LICENSE
SUBSIDIARY) HOLDS ANY LICENSE ISSUED BY THE FCC.
NO LICENSE SUBSIDIARY (A) HAS
ANY INDEBTEDNESS (OTHER THAN THE OBLIGATIONS AND INDEBTEDNESS OWING BY A LICENSE
SUBSIDIARY TO ANOTHER LOAN PARTY), (B) HAS ANY ASSETS OTHER THAN FCC LICENSES,
(C) IS A PARTY TO OR BOUND BY ANY CONTRACT OR AGREEMENT OTHER THAN AGREEMENTS
PURSUANT TO WHICH LOAN PARTIES THAT ARE NOT LICENSE SUBSIDIARIES MANAGE AND
OPERATE THE STATIONS, (D) CONDUCTS ANY BUSINESS OR (E) HAS ANY EMPLOYEES, AND
THERE ARE NO LIENS OF ANY NATURE WHATSOEVER ON ANY OF THE PROPERTY OR ASSETS OF
ANY LICENSE SUBSIDIARY EXCEPT IN FAVOR OF THE ADMINISTRATIVE AGENT, FOR THE
BENEFIT OF THE LENDERS.
5.18
THE PARENT.
(A)
EXCEPT AS OTHERWISE SET FORTH IN THIS
SECTION 5.18, THE PARENT HAS NO INDEBTEDNESS (OTHER THAN (I) PURSUANT HERETO,
(II) CERTAIN TRADE PAYABLES REASONABLY INCURRED IN THE ORDINARY COURSE OF THE
OPERATION OF THE STATIONS AND OF THE PARENT'S CORPORATE HEADQUARTERS, (III)
PURSUANT TO THE INDENTURES AND (IV) PURSUANT TO SECTION 7.03),
(B)
THE PARENT HAS NO ASSETS OTHER THAN
FURNITURE, FIXTURES AND EQUIPMENT LOCATED IN ITS CORPORATE OFFICE AND CERTAIN
OTHER NON-MATERIAL ASSETS NOT USED IN THE OPERATION OF ANY STATION AND THE
EQUITY INTERESTS IN ITS SUBSIDIARIES