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 LIENS IN FAVOR OF THE
ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE SECURED PARTIES.
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 and the other Loan
Documents, (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
other non-material assets not used in the operation of any Station and the
Equity Interests in its Subsidiaries and contractual rights under contracts
described in subsection (c) below;
(c)
Except as otherwise set forth in this Section 5.18, the
Parent is not a party to or bound by any contract or agreement other than the
Station Contracts and other contractual
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arrangements entered into in the