OF
THE SUBSIDIARIES TO, COMPLY WITH ALL LAWS, RULES, REGULATIONS AND ORDERS,
INCLUDING THE PATRIOT ACT, ALL OTHER LAWS AND REGULATIONS RELATING TO MONEY
LAUNDERING AND TERRORIST ACTIVITIES AND ENVIRONMENTAL LAWS, OF ANY GOVERNMENTAL
AUTHORITY APPLICABLE TO IT OR ITS PROPERTY, INCLUDING THE PAYMENT OF ANY
REGULATORY FEES REQUIRED BY THE FCC AND THE RCA, ANY FEES ASSOCIATED WITH THE
OPERATING LICENSES OR AUTHORIZATIONS, AND ALL REGULATORY REPORTING AND
ACCOUNTING REQUIREMENTS, EXCEPT WHERE THE FAILURE TO DO SO, INDIVIDUALLY OR IN
THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
SECTION 5.11
USE OF PROCEEDS.
THE PROCEEDS OF THE REVOLVING LOANS AND THE
LETTERS OF CREDIT WILL BE USED BY THE BORROWER FOR WORKING CAPITAL AND GENERAL
CORPORATE PURPOSES, INCLUDING PERMITTED ACQUISITIONS, CAPITAL EXPENDITURES,
DIVIDENDS AND INVESTMENTS.
THE PROCEEDS OF THE INCREMENTAL LOANS WILL BE USED
BY THE BORROWER FOR WORKING CAPITAL AND GENERAL CORPORATE PURPOSES, INCLUDING
PERMITTED ACQUISITIONS AND CAPITAL EXPENDITURES BUT EXCLUDING DIVIDENDS AND
INVESTMENTS (OTHER THAN PERMITTED ACQUISITIONS).
THE PROCEEDS OF THE TERM LOANS
WILL BE USED TO (A) REPAY ALL OUTSTANDING LOANS UNDER THE EXISTING CREDIT
AGREEMENT, TOGETHER WITH ACCRUED AND UNPAID INTEREST THEREON AND ALL OTHER
AMOUNTS PAYABLE THEREUNDER, AND PAY A PORTION OF THE PRINCIPAL OF AND ACCRUED
AND UNPAID INTEREST ON, AND OTHER AMOUNTS OWING IN RESPECT OF, THE SENIOR
UNSECURED NOTES, INCLUDING RELATED TENDER PREMIUMS), (B) PAY ALL COSTS AND
EXPENSES ASSOCIATED WITH THE TRANSACTIONS AND (C) FUND CASH ONTO THE BALANCE
SHEET OF THE BORROWER.
NO PART OF THE PROCEEDS OF ANY LOAN WILL BE USED,
WHETHER DIRECTLY OR INDIRECTLY, FOR ANY PURPOSE THAT ENTAILS A VIOLATION OF ANY
OF THE REGULATIONS OF THE BOARD, INCLUDING REGULATIONS G, U AND X.
SECTION 5.12
SUBSIDIARIES.
IF ANY SUBSIDIARY IS FORMED OR ACQUIRED AFTER THE
CLOSING DATE, THE BORROWER WILL NOTIFY THE ADMINISTRATIVE AGENT THEREOF AND, IF
SUCH SUBSIDIARY IS A SUBSIDIARY LOAN PARTY, (A) THE BORROWER WILL CAUSE SUCH
SUBSIDIARY TO EXECUTE AND DELIVER A SUPPLEMENT TO THE SECURITY AGREEMENT IN THE
FORM ATTACHED THERETO PURSUANT TO WHICH SUCH SUBSIDIARY WILL BECOME A PARTY TO,
AND AGREE TO BE BOUND BY, THE SECURITY AGREEMENT, A SUBSIDIARY GUARANTEE
AGREEMENT, AND ADDITIONAL SECURITY DOCUMENTS (OR SUPPLEMENTS THERETO) WITHIN
TWENTY BUSINESS DAYS AFTER SUCH SUBSIDIARY IS FORMED OR ACQUIRED, AND, WITHIN
THIRTY BUSINESS DAYS AFTER SUCH SUBSIDIARY IS FORMED OR ACQUIRED, TAKE SUCH
ACTIONS TO CREATE AND PERFECT LIENS ON SUCH SUBSIDIARY'S ASSETS GRANTED PURSUANT
TO THE SECURITY DOCUMENTS TO SECURE THE OBLIGATIONS AS THE ADMINISTRATIVE AGENT
OR THE REQUIRED LENDERS SHALL REASONABLY REQUEST AND (B) IF ANY EQUITY INTEREST
IN OR INDEBTEDNESS OF SUCH SUBSIDIARY ARE OWNED BY OR ON BEHALF OF ANY LOAN
PARTY, THE BORROWER WILL CAUSE SUCH EQUITY INTERESTS AND ANY PROMISSORY NOTES
EVIDENCING SUCH INDEBTEDNESS TO BE PLEDGED PURSUANT TO THE PLEDGE AGREEMENT
WITHIN TWENTY BUSINESS DAYS AFTER SUCH SUBSIDIARY IS FORMED OR ACQUIRED AND
SHALL DELIVER TO THE ADMINISTRATIVE AGENT THE FOLLOWING:
(I)
CERTIFICATES (IF ANY) REPRESENTING ALL THE OUTSTANDING EQUITY
INTERESTS OF SUCH