Common use of Other Governmental Authorizations Clause in Contracts

Other Governmental Authorizations. In addition to the FCC Licenses issued by the FCC, the Borrower and its Subsidiaries hold all material licenses and authorizations issued by any other governmental entity necessary to operate their respective businesses (collectively, the "Governmental Authorizations"). Each of the Governmental Authorizations has been validly issued and is in full force and effect. The Governmental Authorizations as of the Closing Date are listed on Schedule IX, with any expiration date for any such authorization identified on Schedule IX. The Borrower has no knowledge of any condition imposed by any governmental entity on any of the Governmental Authorizations which is neither set forth on the face thereof nor contained in the rules, policies, and regulations of the particular governmental entity issuing the authorization. The Borrower and its Subsidiaries have been and are in compliance in all material respects with the terms and conditions of the Governmental Authorizations applicable to them. Other than proceedings of a general nature, no proceedings are pending or are, to the best knowledge of the Borrower, threatened which may reasonably be expected to result in (i) the revocation, rescission, adverse modification, non-renewal or suspension of any Governmental Authorizations, (ii) the denial of any pending applications therefor, (iii) the issuance of any cease and desist order, or (iv) the imposition of any material fines, forfeitures, or other administrative actions by a governmental entity. All material reports, applications and other documents required to be filed by the Borrower or any of its Subsidiaries, as appropriate, with the governmental entity issuing a Government Authorization have in all material respects been timely filed, and all such reports, applications and documents are true, correct and complete in all material respects, and the Borrower has no knowledge of any matters which could reasonably be expected to result in (i) the suspension, revocation, rescission, adverse modification of or the refusal to renew any of the Governmental Authorizations or (ii) the imposition on the Borrower or any of its Subsidiaries of any material fines or forfeitures. There are no material unsatisfied or otherwise outstanding citations issued by any governmental entity with the respect to the Borrower or any of its Subsidiaries.

Other Governmental Authorizations. In addition to the FCC --------------------------------- Licenses issued by the FCC, the Borrower and its Subsidiaries hold all material licenses licenses, certificates, registrations and authorizations issued by any other governmental entity (domestic and foreign) necessary to operate their respective businesses for each line of business of the Borrower or any of its Subsidiaries requiring such authorization and in each jurisdiction in which Borrower or any of its Subsidiaries may be deemed to be conducting their respective businesses under applicable law (collectively, the "Governmental Authorizations"). Each of the Governmental Authorizations has been validly issued and is in full force and effect. The Governmental Authorizations as of the Closing Initial Borrowing Date are listed on Schedule IXVII, with any expiration date for any such authorization identified on Schedule IXVII, with authorizations issued by state public service or utility commissions (or analogous state authorities) listed in Part A of Schedule VII and other Governmental Authorizations listed in Part B of Schedule VII. The Borrower has no knowledge of any condition imposed by any governmental entity on any None of the Governmental Authorizations which is neither set forth on contain any conditions or limitations outside the face thereof nor contained in normal course that would materially and adversely restrict the rules, policies, and regulations operations of the particular governmental entity issuing the authorizationBorrower or any of its Subsidiaries. The Borrower and its Subsidiaries have been and are in compliance in all material respects with the terms and conditions of the Governmental Authorizations applicable to them. Other than the proceedings of a general nature, no proceedings are pending or are, to the best knowledge of the Borrower, threatened threatened, and, to the Borrower's knowledge, no event has occurred, which may reasonably be expected to result in (i) the revocation, rescission, adverse modification, non-non- renewal or suspension of any Governmental AuthorizationsAuthorization that is material to the business of the Borrower or any of its Subsidiaries, (ii) the denial of any pending applications therefor, (iii) the issuance of any cease and desist order, or (iv) the imposition of any material fines, forfeitures, or other administrative actions by a governmental entity. All material reports, applications applications, tariffs and other documents required to be filed by the Borrower or any of its Subsidiaries, as appropriate, with the governmental entity issuing a Government Authorization have in all material respects been timely filed, and all such reports, applications applications, tariffs and documents are true, correct and complete in all material respects, and . To the Borrower has no knowledge of any matters which could reasonably be expected to result in (i) the suspensionBorrower, revocation, rescission, adverse modification of or the refusal to renew any of the Governmental Authorizations or (ii) the imposition on the Borrower or any of its Subsidiaries of any material fines or forfeitures. There there are no material unsatisfied or otherwise outstanding citations issued by any governmental entity and received by the Borrower or a Subsidiary thereof with the respect to the Borrower or any of its Subsidiaries. Schedule VII separately lists all pending applications for certificates or other authorizations from any state public service or utility commission (or analogous state authority).