Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not
taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes each applicable Agent to take such action as agent on its behalf and to
exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to each such Agent, as applicable, by the terms thereof, together
with such powers as are incidental thereto; (e) hereby affirms the acknowledgements and representations of such Incremental Term A-3 Lender as a Lender contained in Section 12.07 of the Credit
Agreement; and (f) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with the terms of the Credit Agreement all the obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender, including its obligations pursuant to Section 13.05 of the Credit Agreement. Each Incremental Term A-3 Lender acknowledges and agrees that upon its execution of this Third
Amendment that such Incremental Term A-3 Lender shall on and as of the Effective Date become a Term A-3 Facility Lender under, and for all purposes of, the
Credit Agreement and the other Credit Documents, shall be subject to and bound by the terms thereof, shall perform all the obligations of and shall have all rights of a Lender thereunder, and shall make available such amount to fund its ratable
share of outstanding Incremental Term A-3 Loans on the Effective Date as the Third Amendment Refinancing Arranger may instruct. Each Incremental Term A-3 Lender has
delivered herewith to the Borrower and the Administrative Agent such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Incremental Term Lender may be required to deliver to the
Borrower and the Administrative Agent pursuant to Section 5.06 of the Credit Agreement.
SECTION 4.8 Excess Cash
Flow. Each Incremental Term A-3 Lender party hereto, on behalf of itself and its successors and assigns, hereby agrees and elects to decline all prepayments of the Incremental Term A-3 Loans to be made pursuant to Section 2.10(a)(iv) of the Credit Agreement from the date of this Third Amendment through and including the third anniversary of the date of this Third Amendment.
REPRESENTATIONS AND WARRANTIES
To induce the Term A-3 Facility Lenders to provide the Term A-3 Facility Commitments and the Incremental Term A-3 Lenders to provide the Incremental Term A-3 Loans hereunder, the Station Parties
represent to the Administrative Agent, the Term A-3 Facility Lenders and the Incremental Term A-3 Lenders that, as of the Effective Date:
SECTION 5.1 Corporate Existence. Borrower and each other Station Party (a) is a corporation, partnership,
limited liability company or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b)(i) has all requisite corporate or other power and authority, and (ii) has all
governmental licenses, authorizations, consents and approvals necessary to own its Property and carry on its business as now being conducted; and (c) is qualified to do business and is in good standing in all jurisdictions in which the nature
of the business conducted by it makes such qualification necessary; except, in the case of clauses (b)(ii) and (c) where the failure thereof individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.
SECTION 5.2 Action; Enforceability. Borrower and each other Station Party has all necessary corporate or other
organizational power, authority and legal right to execute, deliver and perform its obligations under this Third Amendment and to consummate the transactions herein contemplated; the execution, delivery and performance by Borrower and each other
Station Party of this Third Amendment