OR HAVE THE EFFECT OF
CONSTITUTING OR CREATING, DIRECTLY OR INDIRECTLY, ACTUAL OR PRACTICAL OWNERSHIP
OF ANY LOAN PARTY BY THE ADMINISTRATIVE AGENT OR THE LENDERS OR CONTROL,
AFFIRMATIVE OR NEGATIVE, DIRECT OR INDIRECT, OF ANY LOAN PARTY BY THE
ADMINISTRATIVE AGENT OR THE LENDERS, OVER THE MANAGEMENT OR ANY OTHER ASPECT OF
THE OPERATION OF ANY LOAN PARTY, WHICH OWNERSHIP AND CONTROL REMAIN EXCLUSIVELY
AND AT ALL TIMES IN THE MEMBERS, STOCKHOLDERS AND DIRECTORS OF THE LOAN PARTIES
UNTIL SUCH TIME AS THE ADMINISTRATIVE AGENT AND THE LENDERS HAVE COMPLIED WITH
SUCH LAW, RULES, REGULATIONS AND POLICIES.
(B)
FURTHERMORE, THE PARTIES ACKNOWLEDGE THEIR
INTENT THAT, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, THE LENDERS SHALL
RECEIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND GOVERNMENTAL
POLICY (INCLUDING, THE RULES, REGULATIONS AND POLICIES OF THE FCC), ALL RIGHTS
NECESSARY OR DESIRABLE TO OBTAIN, USE OR SELL THE LICENSES AND THE COLLATERAL
SECURING THE OBLIGATIONS, AND TO EXERCISE ALL REMEDIES AVAILABLE TO THEM UNDER
THIS AGREEMENT, THE LOAN DOCUMENTS, THE UNIFORM COMMERCIAL CODE OR OTHER
APPLICABLE LAW.
THEREFORE, THE PARTIES AGREE THAT, IN THE EVENT OF CHANGES IN
LAW OR GOVERNMENTAL POLICY OCCURRING AFTER THE DATE HEREOF THAT AFFECT IN ANY
MANNER THE ADMINISTRATIVE AGENT'S OR THE LENDERS' RIGHTS OF ACCESS TO, OR USE OR
SALE OF, THE LICENSES OR SUCH COLLATERAL, OR THE PROCEDURES NECESSARY TO ENABLE
THE ADMINISTRATIVE AGENT OR THE LENDERS TO OBTAIN SUCH RIGHTS OF ACCESS, USE OR
SALE, THE ADMINISTRATIVE AGENT, THE LENDERS, THE PARENT AND THE BORROWER SHALL
AMEND THIS AGREEMENT AND THE LOAN DOCUMENTS IN SUCH MANNER AS THE ADMINISTRATIVE
AGENT SHALL REASONABLY REQUEST, IN ORDER
99
TO PROVIDE THE ADMINISTRATIVE AGENT AND THE LENDERS SUCH RIGHTS TO THE GREATEST
EXTENT POSSIBLE CONSISTENT WITH THEN APPLICABLE LAW AND GOVERNMENTAL POLICY.
10.17
USA PATRIOT ACT NOTICE.
EACH LENDER THAT IS SUBJECT
TO THE ACT (AS HEREINAFTER DEFINED) AND THE ADMINISTRATIVE AGENT (FOR ITSELF AND
NOT ON BEHALF OF ANY LENDER) HEREBY NOTIFIES THE BORROWER THAT PURSUANT TO THE
REQUIREMENTS OF THE USA PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO
LAW OCTOBER 26, 2001)) (THE "ACT"), IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD
INFORMATION THAT IDENTIFIES THE BORROWER, WHICH INFORMATION INCLUDES THE NAME
AND ADDRESS OF THE BORROWER AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER OR
THE ADMINISTRATIVE AGENT, AS APPLICABLE, TO IDENTIFY THE BORROWER IN ACCORDANCE
WITH THE ACT.
10.18
TIME OF THE ESSENCE.
TIME IS OF THE ESSENCE OF THE
LOAN DOCUMENTS.
10.19
DESIGNATION AS SENIOR INDEBTEDNESS.
ALL OBLIGATIONS
SHALL BE "DESIGNATED SENIOR INDEBTEDNESS" FOR PURPOSES OF AND AS DEFINED IN THAT
CERTAIN INDENTURE, AND ALL SUPPLEMENTAL INDENTURES THERETO, AND ALL OTHER
INDENTURES AND OTHER INDEBTEDNESS OF THE PARENT, THE BORROWER AND THEIR
SUBSIDIARIES.
10.20
AMENDMENT, RESTATEMENT, INCREASE, EXTENSION RENEWAL
AND INCREASE IN UNCOMMITTED OPTION.
THIS AGREEMENT IS A RENEWAL, AMENDMENT,
RESTATEMENT AND INCREASE OF THE EXISTING CREDIT AGREEMENT, AND, AS SUCH, EXCEPT
FOR THE "OBLIGATIONS" AS DEFINED IN THE EXISTING CREDIT AGREEMENT (WHICH SHALL
SURVIVE,