AND IN
SUCH FORM AS IS REASONABLY ACCEPTABLE TO THE AGENTS; AND
(D)
EXCEPT WITH RESPECT TO ACQUISITIONS OF AN UNRESTRICTED SUBSIDIARY,
WITH RESPECT TO EACH PERMITTED ACQUISITION CONSUMMATED UNDER THIS SECTION 7.07,
THE BORROWER SHALL HAVE COMPLIED WITH EACH OF THE FOLLOWING:
(I)
EXCEPT AS PERMITTED BY SECTION 5.17, ALL FCC LICENSES ACQUIRED IN
CONNECTION WITH EACH SUCH ACQUISITION SHALL BE TRANSFERRED PROMPTLY UPON
CONSUMMATION OF SUCH ACQUISITION TO A LICENSE SUBSIDIARY;
(II)
WITH RESPECT TO PERMITTED ACQUISITIONS WITH A CASH CONSIDERATION
IN EXCESS OF $100,000,000, UNLESS THE BORROWER REASONABLY EXPECTS THAT THE FINAL
ORDER WILL BE GRANTED NOTWITHSTANDING THE FILING OF SUCH OBJECTION OR FILING
DESCRIBED BELOW, THE FCC CONSENT TO THE ASSIGNMENT OF THE FCC LICENSES RELATING
TO THE STATIONS BEING ACQUIRED PURSUANT TO SUCH PERMITTED ACQUISITION AT SUCH
TIME (THE "FCC CONSENT") SHALL HAVE BECOME A FINAL ORDER UNLESS (I) NO FILING
SHALL HAVE BEEN MADE WITH THE FCC THAT PERTAINS TO OR BECOMES ASSOCIATED WITH
ANY REQUEST FOR CONSENT TO THE ASSIGNMENT OF ANY OF THE FCC LICENSES BEING
ACQUIRED PURSUANT TO SUCH PERMITTED ACQUISITION, EXCEPT FOR FILINGS MADE BY
REPEAT NUISANCE FILERS (OR THEIR AFFILIATES, AGENTS OR REPRESENTATIVES) THAT
HAVE MADE A FILING ON MULTIPLE OCCASIONS AGAINST THE BORROWER OR THE PARENT, OR
ANY SUBSIDIARY OF EITHER OF THEM, WHICH SUCH FILING WOULD NOT REASONABLY BE
EXPECTED TO PREVAIL ("NUISANCE FILING"), OR (II) IF ANY SUCH FILING SHALL HAVE
BEEN MADE OTHER THAN A NUISANCE FILING, THE BORROWER SHALL HAVE DELIVERED TO THE
ADMINISTRATIVE AGENT AND THE LENDERS AN OPINION OF THE BORROWER'S FCC COUNSEL IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT WITH
RESPECT TO THE EFFECT OF SUCH FILING;
(III)
THE PARENT, THE BORROWER OR THE APPLICABLE SUBSIDIARY SHALL HAVE
GRANTED A PRIOR AND FIRST LIEN PRIORITY INTEREST IN, AND PLEDGED TO THE
ADMINISTRATIVE AGENT ON BEHALF OF THE LENDERS, ALL OF THE EQUITY INTERESTS OF
EACH SUCH NEW DOMESTIC SUBSIDIARY ACQUIRED IN CONNECTION WITH A PERMITTED
ACQUISITION HEREUNDER AS ADDITIONAL COLLATERAL FOR THE OBLIGATIONS TO BE HELD BY
THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE TERMS OF THE PARENT/BORROWER
PLEDGE AGREEMENT OR THE SUBSIDIARY PLEDGE AGREEMENT, AND EXECUTED AND DELIVERED
TO THE ADMINISTRATIVE AGENT ALL SUCH DOCUMENTATION FOR SUCH PLEDGE (INCLUDING, A
SUPPLEMENT TO THE SUBSIDIARY PLEDGE AGREEMENT, ORIGINAL STOCK CERTIFICATES AND
DULY EXECUTED STOCK POWERS, AS APPLICABLE) AS, IN THE REASONABLE OPINION OF THE
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ADMINISTRATIVE AGENT, IS REQUIRED TO PERFECT OR PROTECT SUCH LIEN AND GRANT A
PRIOR AND FIRST LIEN; AND
(IV)
THE BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT
EVIDENCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT TO THE EFFECT THAT
ALL MATERIAL APPROVALS, CONSENTS OR AUTHORIZATIONS REQUIRED IN CONNECTION WITH
SUCH ACQUISITION (INCLUDING THE FORMATION OF ANY LICENSE SUBSIDIARY AND THE
TRANSFER OF FCC LICENSES TO A LICENSE SUBSIDIARY) FROM ANY LICENSING AUTHORITY
OR OTHER GOVERNMENTAL AUTHORITY SHALL HAVE BEEN OBTAINED, AND SUCH OPINIONS AS
THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST AS TO THE LIENS GRANTED TO THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT