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) AND (B)), 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.
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
84
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 BE
TAKEN PURSUANT THERETO, THEN DURING THE CONTINUANCE OF AN EVENT OF DEFAULT THE
PARENT AND THE BORROWER, AT THEIR SOLE COST AND EXPENSE, SHALL USE THEIR
COMMERCIALLY REASONABLE EFFORTS, AND SHALL CAUSE THE RESTRICTED SUBSIDIARIES TO
USE THEIR COMMERCIALLY REASONABLE EFFORTS, TO SECURE SUCH CONSENT AND TO
COOPERATE WITH THE ADMINISTRATIVE AGENT AND THE LENDERS IN ANY ACTION COMMENCED
BY THE ADMINISTRATIVE AGENT OR THE LENDERS TO SECURE SUCH CONSENT.
NEITHER THE
PARENT NOR THE BORROWER SHALL TAKE ANY ACTION, AND THEY SHALL NOT PERMIT ANY OF
THE SUBSIDIARIES TO TAKE ANY ACTION, THAT INTERFERES WITH THE EXERCISE OR
COMPLETION OF THE EFFORTS TO OBTAIN THE CONSENT OF THE FCC AS SET FORTH ABOVE,
PROVIDED THAT, NOTWITHSTANDING THE FOREGOING, THE BORROWER, THE PARENT AND EACH
OF THEIR SUBSIDIARIES SHALL AT ALL TIMES COMPLY WITH THE COMMUNICATIONS ACT AND
ALL FCC REGULATIONS.
6.14
COLLATERAL.
(a)
The Parent and the Borrower shall, and shall cause each
Restricted Subsidiary to, do all things necessary or reasonably requested by the
Administrative Agent