AND WITHOUT ADVANCE NOTICE.
6.11
USE OF PROCEEDS.
USE THE PROCEEDS OF THE CREDIT
EXTENSIONS (I) TO REFINANCE EXISTING INDEBTEDNESS, (II) FOR CAPITAL
EXPENDITURES, (III) FOR REPURCHASES OF EQUITY INTERESTS AND TO MAKE DIVIDENDS AS
PERMITTED BY THE TERMS OF THIS AGREEMENT, (IV) TO FINANCE PERMITTED ACQUISITIONS
AND INVESTMENTS, (V) TO PAY FEES AND EXPENSES RELATED TO THE TRANSACTIONS
CONTEMPLATED HEREBY, AND (VI) FOR OTHER GENERAL CORPORATE PURPOSES NOT IN
CONTRAVENTION OF ANY LAW OR OF ANY LOAN DOCUMENT.
6.12
ADDITIONAL GUARANTORS.
NOTIFY THE ADMINISTRATIVE
AGENT AT THE TIME THAT ANY PERSON BECOMES A DOMESTIC SUBSIDIARY THAT IS NOT AN
EXCLUDED NON-WHOLLY OWNED SUBSIDIARY, AND PROMPTLY THEREAFTER (AND IN ANY EVENT
WITHIN 30 DAYS), CAUSE SUCH PERSON TO (A) BECOME A GUARANTOR BY EXECUTING AND
DELIVERING TO THE ADMINISTRATIVE AGENT A COUNTERPART OF THE GUARANTY OR SUCH
OTHER DOCUMENT AS THE ADMINISTRATIVE AGENT SHALL DEEM APPROPRIATE FOR SUCH
PURPOSE, AND (B) DELIVER TO THE ADMINISTRATIVE AGENT DOCUMENTS OF THE TYPES
REFERRED TO IN CLAUSES (III) AND (IV) OF SECTION 4.01(A) AND, IF REQUESTED BY
THE ADMINISTRATIVE AGENT (PROVIDED THAT NO SUCH REQUEST SHALL BE MADE WITH
RESPECT TO ANY ADDITIONAL GUARANTOR (AND ITS RELATED LICENSE SUBSIDIARY, IF ANY)
IF SUCH ADDITIONAL GUARANTOR (TOGETHER WITH ITS RELATED LICENSE SUBSIDIARY)
WOULD NOT HAVE BEEN A MATERIAL SUBSIDIARY IF IT HAD BEEN OWNED BY THE BORROWER
FOR THE MOST RECENTLY COMPLETED 12 MONTH PERIOD PRECEDING THE DATE IT BECAME A
SUBSIDIARY OF THE BORROWER) FAVORABLE OPINIONS OF COUNSEL TO SUCH PERSON (WHICH
SHALL COVER, AMONG OTHER THINGS, THE LEGALITY, VALIDITY, BINDING EFFECT AND
ENFORCEABILITY OF THE DOCUMENTATION REFERRED TO IN CLAUSE (A)), ALL IN FORM,
CONTENT AND SCOPE SUBSTANTIALLY SIMILAR TO THE CORPORATE AND FCC OPINIONS (IF
APPROPRIATE) DELIVERED ON THE CLOSING DATE OR OTHERWISE REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT, PROVIDED THAT, IN EACH CASE, TO THE EXTENT SUCH NEW
SUBSIDIARY IS CREATED SOLELY FOR THE PURPOSE OF CONSUMMATING A MERGER
TRANSACTION PURSUANT TO AN ACQUISITION PERMITTED BY THIS AGREEMENT, AND SUCH NEW
SUBSIDIARY AT NO TIME HOLDS ANY MATERIAL ASSETS OR LIABILITIES (OTHER THAN
LIABILITIES UNDER THE MERGER AGREEMENT, AND OTHER THAN ANY MERGER CONSIDERATION
CONTRIBUTED TO IT CONTEMPORANEOUSLY WITH THE CLOSING OF SUCH MERGER
TRANSACTION), SUCH NEW SUBSIDIARY SHALL NOT BE REQUIRED TO TAKE THE ACTIONS SET
FORTH ABOVE UNTIL THE RESPECTIVE ACQUISITION IS CONSUMMATED (AT WHICH TIME THE
SURVIVING ENTITY OF THE RESPECTIVE MERGER TRANSACTION SHALL BE REQUIRED TO SO
COMPLY WITHIN SEVEN BUSINESS DAYS).
65
6.13
FCC CONSENTS.
THE PARENT AND THE BORROWER
ACKNOWLEDGE THAT CERTAIN TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE LOAN
DOCUMENTS, AND CERTAIN ACTIONS WHICH MAY BE TAKEN BY THE ADMINISTRATIVE AGENT OR
THE LENDERS IN THE EXERCISE OF THEIR RIGHTS UNDER THIS AGREEMENT OR THE LOAN
DOCUMENTS, MAY REQUIRE THE CONSENT OF THE FCC.
IF COUNSEL TO THE ADMINISTRATIVE
AGENT REASONABLY DETERMINES THAT THE CONSENT OF THE FCC IS REQUIRED IN
CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE OF ANY OF THE AFORESAID
DOCUMENTS OR ANY DOCUMENTS DELIVERED TO THE ADMINISTRATIVE AGENT