SECTION 6.4 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 6.5 Fees, Costs and Expenses. All of the fees payable to the Fourth Amendment Arrangers in connection with this Fourth
Amendment in accordance with separate fee letters entered into by the Borrower and each such Fourth Amendment Arranger (if any) and 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 Fourth Amendment and the extension of the Revolving Facility, the Term A-3 Facility and the
Term A Facility and the syndication of the Incremental Term A-3 Facility Loan Commitments and the Incremental Revolving Facility Commitments shall have been paid.
SECTION 6.6 No Default or Event of Default; Representations and Warranties True. Both immediately prior to and immediately after giving
effect to this Fourth Amendment and all of the transactions contemplated in connection therewith:
(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 Existing Credit Agreement and in Article VI of the Amended 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).
SECTION 6.7 Flood Insurance Requirements. Administrative Agent shall have received from Borrower (i) a completed
Life-of-Loan Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Real Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed
by Borrower and the applicable Station Party relating thereto) and (ii) if any portion of any Mortgaged Real Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood
hazard area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968, the applicable Station Party shall have, with a financially sound and reputable insurer (determined at the time such
insurance was obtained), flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to such Flood Insurance Laws and deliver evidence of such compliance in form and substance
reasonably acceptable to Administrative Agent.