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.
61
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.
5.17
LICENSE SUBSIDIARIES.
EXCEPT (I) FOR LICENSES FOR THE STATES OF
PENNSYLVANIA, LOUISIANA AND SUCH OTHER STATES AS AGREED TO IN WRITING BY THE
ADMINISTRATIVE AGENT FROM TIME TO TIME, (II) AS CONSENTED TO BY THE AGENTS IN
CONNECTION WITH A PERMITTED ACQUISITION (FOR A PERIOD OF NOT LONGER THAN 45 DAYS
OR SUCH LONGER TIME AGREED TO BY THE ADMINISTRATIVE AGENT), (III) AS HELD BY AN
UNRESTRICTED SUBSIDIARY IN ACCORDANCE WITH THE TERMS HEREOF, 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.
EACH LICENSE SUBSIDIARY
IS A RESTRICTED SUBSIDIARY, UNLESS DESIGNATED AN UNRESTRICTED SUBSIDIARY IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 7.17.
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,
INTELLECTUAL PROPERTY AND EQUIPMENT LOCATED IN ITS CORPORATE OFFICE AND CERTAIN