HOLDINGS AT ANY TIME AND FROM TIME TO TIME THAT IS NOT
REASONABLY NECESSARY FOR HOLDINGS TO PERFORM ITS FUNCTION AS THE HOLDING COMPANY
OF BORROWER.
(T)
FURTHER ASSURANCES AND ADDITIONAL ACTS.
HOLDINGS AND BORROWER
SHALL EXECUTE, ACKNOWLEDGE, DELIVER, FILE, NOTARIZE AND REGISTER AT ITS OWN
EXPENSE ALL SUCH FURTHER AGREEMENTS, INSTRUMENTS, CERTIFICATES, DOCUMENTS AND
ASSURANCES AND PERFORM SUCH ACTS AS AGENT SHALL DEEM NECESSARY OR APPROPRIATE TO
EFFECTUATE THE PURPOSES OF THE LOAN DOCUMENTS, AND PROMPTLY PROVIDE AGENT WITH
EVIDENCE OF THE FOREGOING SATISFACTORY IN FORM AND SUBSTANCE TO AGENT.
(U)
FCC LICENSES AND LICENSE SUBSIDIARIES.
NEITHER HOLDINGS NOR
BORROWER SHALL PERMIT ANY FCC LICENSE TO BE OWNED OR ACQUIRED BY ANY PERSON
OTHER THAN A SUBSIDIARY THAT (I) IS WHOLLY OWNED DIRECTLY OR INDIRECTLY BY
BORROWER, (II) DOES NOT ENGAGE IN ANY BUSINESS OR ACTIVITY
27
OTHER THAN THE OWNERSHIP OF FCC LICENSES AND ACTIVITIES DIRECTLY INCIDENTAL
THERETO, (III) DOES NOT OWN OR ACQUIRE ANY ASSETS OTHER THAN FCC LICENSES, AND
(IV) DOES NOT HAVE OR INCUR ANY INDEBTEDNESS OR OTHER LIABILITIES OTHER THAN
LIABILITIES IMPOSED BY LAW, INCLUDING TAX LIABILITIES, OTHER LIABILITIES
DIRECTLY INCIDENTAL TO ITS EXISTENCE AND PERMITTED BUSINESS AND ACTIVITIES, AND
ANY LIABILITIES TO AGENT AND LENDERS ARISING PURSUANT TO THE LOAN DOCUMENTS (ANY
SUBSIDIARY SATISFYING THE FOREGOING REQUIREMENTS, A "LICENSE SUBSIDIARY").
NO
LICENSE SUBSIDIARY MAY MERGE WITH OR INTO ANY OTHER SUBSIDIARY EXCEPT ANOTHER
LICENSE SUBSIDIARY.
SECTION 6.
EVENTS OF DEFAULT.
6.1
EVENTS OF DEFAULT.
ANY OF THE FOLLOWING EVENTS WHICH SHALL OCCUR
SHALL CONSTITUTE AN "EVENT OF DEFAULT":
(A)
PAYMENTS.
BORROWER SHALL FAIL TO PAY WHEN DUE (I) ANY AMOUNT OF
PRINCIPAL OF ANY LOAN OR NOTE, OR (II) ANY AMOUNT OF INTEREST ON ANY LOAN OR
NOTE, OR ANY FEE OR OTHER AMOUNT PAYABLE UNDER ANY OF THE LOAN DOCUMENTS, OR
HOLDINGS OR ANY OTHER LOAN PARTY SHALL FAIL TO PAY WHEN DUE ANY AMOUNT PAYABLE
UNDER ANY OF THE LOAN DOCUMENTS, AND IN THE CASE OF THIS SUBSECTION (A) ANY SUCH
DEFAULT SHALL REMAIN UNREMEDIED FOR FIVE DAYS.
(B)
REPRESENTATIONS AND WARRANTIES.
ANY REPRESENTATION OR WARRANTY BY
ANY LOAN PARTY UNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS SHALL PROVE TO
HAVE BEEN INCORRECT IN ANY MATERIAL RESPECT WHEN MADE OR DEEMED MADE AND THE
FAILURE OF SUCH REPRESENTATION OR WARRANTY TO BE MATERIALLY CORRECT WOULD RESULT
IN A MATERIAL ADVERSE CHANGE.
(C)
FAILURE OF HOLDINGS OR BORROWER TO PERFORM COVENANT SET FORTH IN
SECTION 5.1(G).
HOLDINGS OR BORROWER SHALL FAIL TO PERFORM OR OBSERVE ANY TERM,
COVENANT OR AGREEMENT CONTAINED IN SECTION 5.1(G).
(D)
FAILURE BY HOLDINGS OR BORROWER TO PERFORM COVENANTS SET FORTH IN
SECTIONS 5.1(B), 5.1(C), 5.1(D) AND 5.1(U).
HOLDINGS, BORROWER OR ANY LOAN
PARTY SHALL FAIL TO PERFORM OR OBSERVE ANY TERM, COVENANT OR AGREEMENT CONTAINED
IN (I) SECTION 5.1(B) BUT ONLY AS IT APPLIES TO SUBSIDIARIES AND WHERE THE
FAILURE OF SUCH SUBSIDIARY TO COMPLY WITH SECTION 5.1(B) COULD NOT REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE, OR (II) SECTIONS 5.1(C), 5.1(D)