SUBSIDIARY LOAN PARTY AFTER THE
CLOSING DATE (OTHER THAN ASSETS CONSTITUTING COLLATERAL SECURITY UNDER THE
SECURITY AGREEMENT THAT BECOME SUBJECT TO THE LIEN OF THE SECURITY
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AGREEMENT UPON ACQUISITION THEREOF AND ASSETS OF THE TYPE THAT ARE SPECIFICALLY
EXCLUDED FROM THE GRANT OF SECURITY UNDER THE SECURITY DOCUMENTS OR BY THE TERMS
OF THIS AGREEMENT), THE BORROWER WILL NOTIFY THE ADMINISTRATIVE AGENT AND THE
LENDERS THEREOF, AND, IF REQUESTED BY THE ADMINISTRATIVE AGENT OR THE REQUIRED
LENDERS, THE PARENT AND THE BORROWER WILL CAUSE SUCH ASSETS TO BE SUBJECTED TO A
LIEN SECURING THE OBLIGATIONS AND WILL TAKE, AND CAUSE THE SUBSIDIARY LOAN
PARTIES TO TAKE, SUCH ACTIONS AS SHALL BE NECESSARY OR REASONABLY REQUESTED BY
THE ADMINISTRATIVE AGENT TO GRANT AND PERFECT SUCH LIENS, INCLUDING ACTIONS
DESCRIBED IN PARAGRAPH (A) OF THIS SECTION, ALL AT THE EXPENSE OF THE LOAN
PARTIES; PROVIDED THAT NO MORTGAGES WILL BE REQUIRED TO BE PLACED ON ANY OF THE
CREST ASSETS.
(II)
NOTWITHSTANDING THE GENERALITY OF THE FOREGOING OR ANYTHING TO
THE CONTRARY CONTAINED IN THIS SECTION 5.14, UPON THE ACQUISITION OF ANY
MATERIAL REAL PROPERTY (A "NEW MORTGAGED PROPERTY") BY ANY LOAN PARTY, THEN THE
PARENT OR THE BORROWER SHALL, OR SHALL CAUSE THE APPLICABLE SUBSIDIARY TO, IN
EACH CASE AT SUCH LOAN PARTY'S EXPENSE, (A) WITHIN 45 DAYS AFTER SUCH
ACQUISITION, FURNISH TO THE ADMINISTRATIVE AGENT A DESCRIPTION, IN DETAIL
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, OF SUCH NEW MORTGAGED
PROPERTY AND (B) WITHIN 60 DAYS (WHICH DATES IN CLAUSES (A) AND (B) HEREIN MAY
BE EXTENDED FOR UP TO AN ADDITIONAL 90 DAYS BY THE ADMINISTRATIVE AGENT IN ITS
SOLE DISCRETION) AFTER SUCH ACQUISITION, FURNISH TO THE ADMINISTRATIVE AGENT (1)
EACH OF THE ITEMS SET FORTH IN SECTION 5.18(B), IN EACH CASE IN RESPECT OF SUCH
NEW MORTGAGED PROPERTY (PROVIDED THAT SURVEYS SHALL BE FURNISHED IN ACCORDANCE
WITH THE TERMS OF SECTION 5.18(B)(III) ONLY TO THE EXTENT REASONABLY REQUESTED
BY THE ADMINISTRATIVE AGENT AND ONLY TO THE EXTENT SURVEYS CAN REASONABLY BE
PROVIDED UNDER APPLICABLE CLIMATE CONDITIONS ) AND (2) SUCH OTHER APPROVALS,
OPINIONS OR DOCUMENTS AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST;
PROVIDED THAT THIS PARAGRAPH SHALL NOT APPLY TO ANY MATERIAL REAL PROPERTY
ACQUIRED IN CONNECTION WITH THE CREST ASSETS.
(C)
OPERATING LICENSES.
(I) UPON THE REQUEST OF THE ADMINISTRATIVE
AGENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW AT THE TIME OF SUCH REQUEST,
THE PARENT AND THE BORROWER SHALL GRANT, OR CAUSE THE APPLICABLE SUBSIDIARY LOAN
PARTY TO GRANT, TO THE ADMINISTRATIVE AGENT A DIRECT SECURITY INTEREST IN THE
OPERATING LICENSES WITHIN 60 DAYS AFTER RECEIPT OF SUCH REQUEST; PROVIDED THAT,
TO THE EXTENT FCC OR RCA CONSENT SHALL BE REQUIRED IN CONNECTION WITH GRANTING
SUCH SECURITY INTEREST (BUT EXCLUDING FORECLOSURE AND THE EXERCISE OF OTHER
REMEDIES FOR ENFORCEMENT HEREUNDER), SUCH CONSENT SHALL BE REQUESTED WITHIN 30
DAYS AFTER RECEIPT OF SUCH REQUEST AND UPON RECEIPT OF SUCH FCC OR RCA CONSENT,
SUCH SECURITY INTEREST SHALL BE GRANTED WITHIN 10 BUSINESS DAYS THEREOF, SUCH
SECURITY