SECTION 6.2 Corporate Documents. The Administrative Agent shall have
(a) certified true and complete copies of the Organizational Documents of each Station Party and of all
corporate or other authority for each Station Party (including board of directors (or other applicable governing authority) resolutions and evidence of the incumbency, including specimen signatures, of officers) with respect to the execution,
delivery and performance of this Third Amendment and the extensions of credit hereunder, certified as of the Effective Date as complete and correct copies thereof by the secretary or an assistant secretary of each such Station Party (provided that,
in lieu of attaching such Organizational Documents and/or evidence of incumbency, such certificate may certify that (x) since the Closing Date (or such later date on which the applicable Station Party became party to the Credit Documents),
there have been no changes to the Organizational Documents of such Station Party and (y) no changes have been made to the incumbency certificate of the officers of such Station Party delivered on the Closing Date (or such later date referred to
(b) a certificate as to the good standing of each Station Party as of a recent date, from the Secretary of State
(or other applicable Governmental Authority) of its jurisdiction of incorporation; and
(c) a customary closing certificate
of a Responsible Officer of the Borrower certifying to the foregoing.
SECTION 6.3 Opinions of Counsel. The
Administrative Agent shall have received a favorable written opinion of (i) Milbank, Tweed, Hadley & McCloy, special New York, Delaware and California counsel for the Station Parties and (ii) Brownstein Hyatt Farber Schreck, LLP,
special Nevada counsel for the Station Parties, in each case (A) dated the Effective Date, (B) addressed to Administrative Agent and the Lenders and (C) in a form reasonably satisfactory to Administrative Agent.
SECTION 6.4 Costs and Expenses. All of the reasonable and documented out-of-pocket costs and expenses (including the reasonable fees, expenses and disbursements of Latham & Watkins LLP and one local counsel in each applicable jurisdiction reasonably deemed necessary
by Agents) incurred by the Agents in connection with the negotiation, preparation, execution and delivery of this Third Amendment and the extension and syndication of the Term A-3 Facility Commitments and the
Incremental Term A-3 Loan Commitments shall have been paid.
SECTION 6.5 No
Default or Event of Default; Representations and Warranties True. Both immediately prior to and immediately after giving effect to this Third Amendment:
(a) no Event of Default shall have occurred and be continuing; and
(b) each of the representations and warranties made by the Station Parties in Article V hereof and in
Article VI of the Credit Agreement and in each of the other Credit Documents to which it is a party shall be true and correct in all material respects on and as of the Effective Date (it being understood and agreed that any such representation
or warranty which by its terms is made as of an earlier date shall be required to be true and correct in all material respects only as such earlier date, and that any representation and warranty that is qualified as to materiality,
Material Adverse Effect or similar language shall be true and correct in all respects on the applicable date).