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 AND WHETHER SUCH SUBSIDIARY IS AN
UNRESTRICTED SUBSIDIARY, AND PROMPTLY THEREAFTER (AND IN ANY EVENT WITHIN 30
DAYS OR SUCH LONGER PERIOD AS THE ADMINISTRATIVE AGENT MAY AGREE), CAUSE SUCH
PERSON THAT IS NOT DESIGNATED AN UNRESTRICTED SUBSIDIARY 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) AND, A NEW DOMESTIC SUBSIDIARY
SHALL NOT BE SUBJECT TO THE PROVISIONS OF THIS SECTION 6.12 IF SUBSTANTIALLY ALL
OF THE ASSETS OF SUCH NEW SUBSIDIARY CONSIST OF STOCK OF ONE OR MORE
SUBSIDIARIES THAT ARE NOT DOMESTIC SUBSIDIARIES.
68
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 OR THE LENDERS IN CONNECTION
THEREWITH OR AS A RESULT OF ANY ACTION WHICH MAY