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 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 OF THE
LENDERS IN THE EQUITY INTEREST, AS REQUIRED PURSUANT TO THIS SECTION, AS TO ANY
REQUIRED REGULATORY APPROVALS FOR SUCH ACQUISITION AND AS TO SUCH OTHER MATTERS
AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
7.08
CHANGE IN NATURE OF BUSINESS.
ENGAGE IN ANY
MATERIAL LINE OF BUSINESS SUBSTANTIALLY DIFFERENT FROM ADVERTISING DEPENDENT
MEDIA AND BROADCASTING AND RELATED BUSINESSES.
7.09
TRANSACTIONS WITH AFFILIATES.
ENTER INTO ANY
TRANSACTION OF ANY KIND WITH ANY AFFILIATE OF THE PARENT OR THE BORROWER,
WHETHER OR NOT IN THE ORDINARY COURSE OF BUSINESS, OTHER THAN ON FAIR AND
REASONABLE TERMS SUBSTANTIALLY AS FAVORABLE TO THE PARENT, THE BORROWER OR SUCH
WHOLLY-OWNED SUBSIDIARY AS WOULD BE OBTAINABLE BY THE PARENT, THE BORROWER OR
SUCH SUBSIDIARY AT THE TIME IN A COMPARABLE ARM'S LENGTH TRANSACTION WITH A
PERSON OTHER THAN AN AFFILIATE,
74
provided that the foregoing restriction shall not apply to (a) transactions
between or among the Borrower and any of the Subsidiaries that are Guarantors,
or (b) between and among wholly-owned Subsidiaries that are Guarantors, and
Restricted Payments permitted by Section 7.06.
For the avoidance of doubt, this
Section 7.09 shall not apply to employment arrangements with, and payments of
compensation or benefits to or for the benefit of, management.
7.10
NEGATIVE PLEDGE CLAUSES.
ENTER INTO ANY NEW
CONTRACTUAL AGREEMENT, ARRANGEMENT OR LICENSE CONTAINING A NEGATIVE PLEDGE
CLAUSE OR OTHERWISE RESTRICTING OR PROHIBITING THE PARENT, THE BORROWER AND/OR
THEIR SUBSIDIARIES FROM CREATING OR GRANTING LIENS ON THEIR PROPERTY AND/OR
ASSETS (OTHER THAN ON OR IN ANY SUCH CONTRACTUAL AGREEMENT, ARRANGEMENT OR
LICENSE), EXCEPT (A) IN CONNECTION WITH INDEBTEDNESS PERMITTED TO BE ISSUED AND
SECURED UNDER SECTION 7.01(I) AND 7.01(J), AND (B) TO THE EXTENT THE OBLIGATIONS
ARE EXPRESSLY PERMITTED TO BE FULLY SECURED NOTWITHSTANDING SUCH RESTRICTION OR
PROHIBITION (EITHER SENIOR TO OR RATABLY WITH SUCH OTHER INDEBTEDNESS RELATED TO
SUCH RESTRICTION OR PROHIBITION, IF SUCH RESTRICTION OR PROHIBITION IS RELATED
TO