Common use of Certain Regulatory Requirements Clause in Contracts

Certain Regulatory Requirements. (a) Each Restricted Company shall take all action that the Collateral Agent may reasonably request in the exercise of its rights and remedies hereunder, which include the right to require such Restricted Company to transfer or assign the FCC Licenses or the PUC Authorizations to any party or parties. In furtherance of this right, each Restricted Company shall (i) cooperate fully with the Collateral Agent in obtaining all approvals and consents from the FCC and each other Governmental Authority that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC Authorizations and (ii) prepare, execute and file with the FCC and any other Governmental Authority any application, request for consent, certificate or instrument that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC Authorizations. If any Restricted Company fails to execute such applications, requests for consent, certificates or instruments, the clerk of any court that has jurisdiction over the Loan Documents may, upon an ex parte request by the Collateral Agent, execute and file the same on behalf of such Restricted Company. (b) To enforce the provisions of Section 6.05, the Collateral Agent is authorized to request the consent or approval of the FCC or any other Governmental Authority to a voluntary or an involuntary transfer of control of any Restricted Company or the voluntary or involuntary assignment of any FCC Licenses or PUC Authorizations held by any Restricted Company. In connection with the exercise of its remedies under this Agreement, the Collateral Agent may obtain the appointment of a trustee or receiver to assume, control of any Restricted Company, subject to any required prior approval of the FCC or any other Governmental Authority. Such trustee or receiver shall have all rights and powers provided to it by law or by court order or provided to the Collateral Agent under this Agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, (i) the Collateral Agent will not take any action hereunder that would constitute or result in any transfer of control or assignment of the FCC Licenses or any Restricted Company without obtaining all necessary FCC and other Governmental Authority approvals. The Collateral Agent, the Administrative Agent and the Lenders shall be entitled to rely on the advice of FCC counsel selected by the Collateral Agent to determine whether FCC approval or other Governmental Authority approvals are required, and (ii) the Collateral Agent shall not foreclose on, sell, assign, transfer or otherwise dispose of, or exercise any right to control the FCC Licenses as provided herein or take Restricted Company Guarantee and Security Agreement any other action that would affect the operational, voting, or other control of any Restricted Company, unless such action is taken in accordance with the provisions of the Communications Act of 1934, as from time to time amended, and the rules, regulations and policies of the FCC and any other Governmental Authority. (d) Each Restricted Company acknowledges that the approval of the FCC and of each other appropriate Governmental Authority to the assignment of the FCC Licenses or the transfer of control of such Restricted Company is integral to the Collateral Agent's realization of the value of the Collateral, including the FCC Licenses, that there is no adequate remedy at law for failure by such Restricted Company to comply with the provisions of this Section 7.11 and that such failure could not be adequately compensable in damages. Therefore, each Restricted Company agrees that the provisions of this Section 7.11 may be specifically enforced.

Certain Regulatory Requirements. (a) Each Restricted Company shall take all action that Notwithstanding any other provision of this Agreement, no Secured Party will be required or permitted to make any foreclosure on, sale, transfer or other disposition of, or exercise of any rights to vote or consent with respect to any of the Collateral Agent may reasonably request in as provided herein or take any other action if such foreclosure, sale, disposition, exercise or act would cause the exercise Secured Party to breach the Communications Laws, the NOAA Rules or Export Control Laws or to act without the prior approval of its rights and remedies hereunderthe FCC, which include the right to require such Restricted Company to transfer NOAA or assign the FCC Licenses or the PUC Authorizations to any party or parties. In furtherance of this right, each Restricted Company shall (i) cooperate fully with the Collateral Agent in obtaining all approvals and consents from the FCC and each other Governmental Authority that responsible for administering Export Control Laws or to act in a manner which would otherwise not be reasonable under the Collateral Agent may deem necessary Communications Laws or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC Authorizations and (ii) prepare, execute and file with the FCC and any other Governmental Authority any application, request for consent, certificate or instrument that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC Authorizations. If any Restricted Company fails to execute such applications, requests for consent, certificates or instruments, the clerk of any court that has jurisdiction over the Loan Documents may, upon an ex parte request by the Collateral Agent, execute and file the same on behalf of such Restricted CompanyExport Control Laws. (b) To enforce It is the provisions intention of Section 6.05, the parties hereto that the Liens in favor of the Collateral Agent is authorized to request the consent or approval of the FCC or any other Governmental Authority to a voluntary or an involuntary transfer of control of any Restricted Company or the voluntary or involuntary assignment of any FCC Licenses or PUC Authorizations held by any Restricted Company. In connection with the exercise of its remedies under this Agreement, on the Collateral Agent may obtain the appointment of a trustee or receiver to assume, control of any Restricted Company, shall in all relevant aspects be subject to any required prior approval of the FCC or any other Governmental Authority. Such trustee or receiver shall have all rights and powers provided to it governed by law or by court order or provided to the Collateral Agent under this Agreement. (c) Notwithstanding anything to the contrary contained said statutes, rules and regulations and that nothing in this Agreement, (i) the Collateral Agent will not take any action hereunder that would constitute or result in any transfer of control or assignment of the FCC Licenses or any Restricted Company without obtaining all necessary FCC and other Governmental Authority approvals. The Collateral Agent, the Administrative Agent and the Lenders Agreement shall be entitled construed to rely on diminish the advice of FCC counsel selected control exercised by the Collateral Agent to determine whether FCC approval or other Governmental Authority approvals are required, and (ii) the Collateral Agent shall not foreclose on, sell, assign, transfer or otherwise dispose of, or exercise any right to control the FCC Licenses as provided herein or take Restricted Company Guarantee and Security Agreement any other action that would affect the operational, voting, or other control of any Restricted Company, unless such action is taken Pledgor except in accordance with the provisions of such statutory requirements, rules and regulations. Each Pledgor agrees that as necessary or upon the Communications Act of 1934, as request from time to time amendedtime, and by the rulesCollateral Agent it will actively pursue obtaining any governmental, regulations and policies regulatory or third party consents, approvals or authorizations referred to in this Article IX, including, as necessary or upon any request of the FCC and any other Governmental Authority. Collateral Agent (d) Each Restricted Company acknowledges that at the approval written direction of the FCC Required Holders) following an Event of Default, the preparation, signing and of each other appropriate filing with (or causing to be prepared, signed and filed with) the FCC, NOAA or any Governmental Authority responsible for administering Export Control Laws of any application or application for consent to the assignment of the FCC Licenses or the NOAA Licenses or transfer of control required to be signed by WorldSpace or any of such Restricted Company is integral its Subsidiaries necessary or appropriate under the Communications Laws, NOAA Rules or Export Control Laws for approval of any sale or transfer of any of the Pledged Collateral or the assets of WorldSpace or any of its Subsidiaries or any transfer of control in respect of any FCC License or any NOAA License. Nothing herein shall require the Collateral Agent to subject itself to the Collateral Agent's realization regulatory jurisdiction of the value FCC or any other Governmental Authority in the course of the Collateral, including the FCC Licenses, that there is no adequate remedy at law for failure by such Restricted Company to comply with the provisions of this Section 7.11 and that such failure could not be adequately compensable in damages. Therefore, each Restricted Company agrees that the provisions of this Section 7.11 may be specifically enforcedperforming its duties hereunder.

Certain Regulatory Requirements. (a) Each Restricted Company shall take all action that the Collateral Agent may reasonably request in the exercise of its rights and remedies hereunder, which include the right to require such Restricted Company to transfer or assign the FCC Licenses or the PUC Authorizations to any party or parties. In furtherance of this right, each Restricted Company shall (i) cooperate fully with the Collateral Agent in obtaining all approvals and consents from the FCC and each other Governmental Authority that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC Authorizations and (ii) prepare, execute and file with the FCC and any other Governmental Authority any application, request for consent, certificate or instrument that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or Restricted Company Guarantee and Security Agreement the PUC Authorizations. If any Restricted Company fails to execute such applications, requests for consent, certificates or instruments, the clerk of any court that has jurisdiction over the Loan Documents may, upon an ex parte request by the Collateral Agent, execute and file the same on behalf of such Restricted Company. (b) To enforce the provisions of Section 6.05, the Collateral Agent is authorized to request the consent or approval of the FCC or any other Governmental Authority to a voluntary or an involuntary transfer of control of any Restricted Company or the voluntary or involuntary assignment of any FCC Licenses or PUC Authorizations held by any Restricted Company. In connection with the exercise of its remedies under this Agreement, the Collateral Agent may obtain the appointment of a trustee or receiver to assume, control of any Restricted Company, subject to any required prior approval of the FCC or any other Governmental Authority. Such trustee or receiver shall have all rights and powers provided to it by law or by court order or provided to the Collateral Agent under this Agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, (i) the Collateral Agent will not take any action hereunder that would constitute or result in any transfer of control or assignment of the FCC Licenses or any Restricted Company without obtaining all necessary FCC and other Governmental Authority approvals. The Collateral Agent, the Administrative Agent and the Lenders Secured Parties shall be entitled to rely on the advice of FCC counsel selected by the Collateral Agent to determine whether FCC approval or other Governmental Authority approvals are required, and (ii) the Collateral Agent shall not foreclose on, sell, assign, transfer or otherwise dispose of, or exercise any right to control the FCC Licenses as provided herein or take Restricted Company Guarantee and Security Agreement any other action that would affect the operational, voting, or other control of any Restricted Company, unless such action is taken in accordance with the provisions of the Communications Act of 1934, as from time to time amended, and the rules, regulations and policies of the FCC and any other Governmental Authority. (d) Each Restricted Company acknowledges that the approval of the FCC and of each other appropriate Governmental Authority to the assignment of the FCC Licenses or the transfer Restricted Company Guarantee and Security Agreement 188 -34- of control of such Restricted Company is integral to the Collateral Agent's realization of the value of the Collateral, including the FCC Licenses, that there is no adequate remedy at law for failure by such Restricted Company to comply with the provisions of this Section 7.11 and that such failure could not be adequately compensable in damages. Therefore, each Restricted Company agrees that the provisions of this Section 7.11 may be specifically enforced.

Certain Regulatory Requirements. Any provision contained herein to the contrary notwithstanding (a) Each Restricted Company shall take all action that but without limiting the Collateral Agent may reasonably request in the exercise generality of its rights and remedies hereunder, which include the right to require such Restricted Company to transfer or assign the FCC Licenses or the PUC Authorizations to any party or parties. In furtherance of this right, each Restricted Company shall (i) cooperate fully with the Collateral Agent in obtaining all approvals and consents from the FCC and each other Governmental Authority that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC Authorizations and (ii) prepare, execute and file with the FCC and any other Governmental Authority any application, request for consent, certificate or instrument that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC Authorizations. If any Restricted Company fails to execute such applications, requests for consent, certificates or instruments, the clerk of any court that has jurisdiction over the Loan Documents may, upon an ex parte request by the Collateral Agent, execute and file the same on behalf of such Restricted Company. (b) To enforce the provisions of Section 6.056.14), no action shall be taken hereunder by the Administrative Agent or any Secured Party with respect to any item of Collateral Agent is authorized to request the consent or approval unless and until all applicable requirements (if any) of the FCC or any other Governmental Authority to a voluntary or an involuntary transfer of control of any Restricted Company or the voluntary or involuntary assignment of any FCC Licenses or PUC Authorizations held by any Restricted Company. In connection with the exercise of its remedies under this Agreement, the Collateral Agent may obtain the appointment of a trustee or receiver to assume, control of any Restricted Company, subject to any required prior approval of the FCC or any other Governmental Authority. Such trustee or receiver shall have all rights and powers provided to it by law or by court order or provided to the Collateral Agent under this Agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, (i) the Collateral Agent will not take any action hereunder that would constitute or result in any transfer of control or assignment of the FCC Licenses or any Restricted Company without obtaining all necessary FCC and other Governmental Authority approvals. The Collateral Agent, the Administrative Agent and the Lenders shall be entitled to rely on the advice of FCC counsel selected by the Collateral Agent to determine whether FCC approval or other Governmental Authority approvals are required, and (ii) the Collateral Agent shall not foreclose on, sell, assign, transfer or otherwise dispose of, or exercise any right to control the FCC Licenses as provided herein or take Restricted Company Guarantee and Security Agreement any other action that would affect the operational, voting, or other control of any Restricted Company, unless such action is taken in accordance with the provisions of the Communications Act of 1934, as from time to time amended, and the rulesrespective rules and regulations thereunder and thereof, as well as any other federal, state or local laws, rules and regulations of other regulatory or governmental bodies applicable to or having jurisdiction over the Obligors (or any entity under the control of the Obligors), have been satisfied with respect to such action and policies of there have been obtained such consents, approvals and authorizations (if any) as may be required to be obtained from the FCC and any other Governmental Authoritygovernmental authority under the terms of any license or operating right held by the Obligors (or any entity under the control of the Obligors). Without limiting the generality of the foregoing, the Administrative Agent (on behalf of itself and the Secured Parties) hereby agrees that (a) voting and consensual rights in the ownership interest of any Obligor (the "Pledged Interest") will remain with the holders of such voting and consensual rights upon and following the occurrence of an Event of Default unless and until any required prior approvals of the FCC to the transfer of such voting and consensual rights to the Administrative Agent shall have been obtained; (b) upon the occurrence of any Event of Default and foreclosure of the Pledged Interest pursuant to this Agreement there will be either a private or public sale of the Pledged Interests; and (c) prior to the exercise of voting or consensual rights by the purchaser at any such sale, the prior consent of the FCC pursuant to 47 U.S.C. ss.310(d) will be obtained, as well as such licenses, approvals, authorizations and consents as may be required by the U.S. Department of State pursuant to the International Traffic in Arms Regulations and the U.S. Department of Commerce pursuant to the Export Administration Regulations. (di) Each Restricted Company acknowledges that the approval of the FCC and of each other appropriate Governmental Authority any application or application for consent to the assignment of the FCC Licenses or the transfer of control required to be signed by the Borrower or any of such Restricted Company is integral its Subsidiaries necessary or appropriate under the FCC's rules and regulations for approval of any sale or transfer of any of the Pledged Interests or the assets of the Borrower or any of its Subsidiaries or any transfer of control in respect of any FCC License, and (ii) the U.S. Department of State pursuant to the Collateral Agent's realization International Traffic in Arms Regulations and the U.S. Department of Commerce pursuant to the Export Administration Regulations, as applicable, of any application for consent to transfer the Pledged Interests or the assets of the value Borrower or any of the Collateral, including the FCC Licenses, that there is no adequate remedy at law for failure by its Subsidiaries necessary or appropriate under such Restricted Company to comply with the provisions of this Section 7.11 and that such failure could not be adequately compensable in damages. Therefore, each Restricted Company agrees that the provisions of this Section 7.11 may be specifically enforcedregulations.

Certain Regulatory Requirements. Any provision contained herein to the contrary notwithstanding (a) Each Restricted Company shall take all action that but without limiting the Collateral Agent may reasonably request in the exercise generality of its rights and remedies hereunder, which include the right to require such Restricted Company to transfer or assign the FCC Licenses or the PUC Authorizations to any party or parties. In furtherance of this right, each Restricted Company shall (i) cooperate fully with the Collateral Agent in obtaining all approvals and consents from the FCC and each other Governmental Authority that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC Authorizations and (ii) prepare, execute and file with the FCC and any other Governmental Authority any application, request for consent, certificate or instrument that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC Authorizations. If any Restricted Company fails to execute such applications, requests for consent, certificates or instruments, the clerk of any court that has jurisdiction over the Loan Documents may, upon an ex parte request by the Collateral Agent, execute and file the same on behalf of such Restricted Company. (b) To enforce the provisions of Section 6.059.2), no action shall be taken hereunder by the Collateral Agent is authorized Trustee or any other Secured Party with respect to request the consent or approval any item of Collateral unless and until all applicable requirements (if any) of the FCC or any other Governmental Authority to a voluntary or an involuntary transfer of control of any Restricted Company or the voluntary or involuntary assignment of any FCC Licenses or PUC Authorizations held by any Restricted Company. In connection with the exercise of its remedies under this Agreement, the Collateral Agent may obtain the appointment of a trustee or receiver to assume, control of any Restricted Company, subject to any required prior approval of the FCC or any other Governmental Authority. Such trustee or receiver shall have all rights and powers provided to it by law or by court order or provided to the Collateral Agent under this Agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, (i) the Collateral Agent will not take any action hereunder that would constitute or result in any transfer of control or assignment of the FCC Licenses or any Restricted Company without obtaining all necessary FCC and other Governmental Authority approvals. The Collateral Agent, the Administrative Agent and the Lenders shall be entitled to rely on the advice of FCC counsel selected by the Collateral Agent to determine whether FCC approval or other Governmental Authority approvals are required, and (ii) the Collateral Agent shall not foreclose on, sell, assign, transfer or otherwise dispose of, or exercise any right to control the FCC Licenses as provided herein or take Restricted Company Guarantee and Security Agreement any other action that would affect the operational, voting, or other control of any Restricted Company, unless such action is taken in accordance with the provisions of the Communications Act of 1934, as from time to time amended, and the rulesrespective rules and regulations thereunder and thereof, as well as any other federal, state or local laws, rules and regulations of other regulatory or governmental bodies applicable to or having jurisdiction over the Grantors (or any entity under the control of the Grantors), have been satisfied with respect to such action and policies of there have been obtained such consents, approvals and authorizations (if any) as may be required to be obtained from the FCC and any other Governmental Authority. governmental authority under the terms of any license or operating right held by the Grantors (dor any entity under the control of the Grantors). Without limiting the generality of the foregoing, the Collateral Trustee (on behalf of itself and the Secured Parties) Each Restricted Company acknowledges that hereby agrees that, (a) to the approval extent required by applicable law, voting and consensual rights in the ownership interest of any Grantors (the “Pledged Interest”) will remain with the holders of such voting and consensual rights upon and following the occurrence of a Triggering Event unless and until any required prior approvals of the FCC to the transfer of such voting and consensual rights to the Collateral Trustee shall have been obtained; (b) upon the occurrence of each other appropriate Governmental Authority any Triggering Event and foreclosure of the Pledged Interest pursuant to this Agreement there will be either a private or public sale of the Pledged Interests; and (c) prior to the exercise of voting or consensual rights by the purchaser, to the extent required by applicable law, at any such sale, the prior consent of the FCC pursuant to 47 U.S.C. § 310(d) will be obtained, as well as such licenses, approvals, authorizations and consents as may be required by the U.S. Department of State pursuant to the International Traffic in Arms Regulations and the U.S. Department of Commerce pursuant to the Export Administration Regulations. It is the intention of the parties hereto that the Liens in favor of the Collateral Trustee on the Collateral shall in all relevant aspects be subject to and governed by said statutes, rules and regulations and that nothing in this Agreement shall be construed to diminish the control exercised by the Grantor except in accordance with the provisions of such statutory requirements, rules and regulations. Each Grantor agrees that upon the request from time to time by the Collateral Trustee or the Administrative Agent it will actively pursue obtaining any governmental, regulatory or third party consents, approvals or authorizations referred to in this Section 9.1, including, upon any request of the Collateral Trustee or the Administrative Agent following a Triggering Event, the preparation, signing and filing with (or causing to be prepared, signed and filed with) (i) the FCC of any application or application for consent to the assignment of the FCC Licenses or the transfer of control required to be signed by the Borrower or any of such Restricted Company is integral its Subsidiaries necessary or appropriate under the FCC’s rules and regulations for approval of any sale or transfer of any of the Pledged Interests or the assets of the Borrower or any of its Subsidiaries or any transfer of control in respect of any FCC License, and (ii) the U.S. Department of State pursuant to the Collateral Agent's realization International Traffic in Arms Regulations and the U.S. Department of Commerce pursuant to the Export Administration Regulations, as applicable, of any application for consent to transfer the Pledged Interests or the assets of the value Borrower or any of the Collateral, including the FCC Licenses, that there is no adequate remedy at law for failure by its Subsidiaries necessary or appropriate under such Restricted Company to comply with the provisions of this Section 7.11 and that such failure could not be adequately compensable in damages. Therefore, each Restricted Company agrees that the provisions of this Section 7.11 may be specifically enforcedregulations.

Certain Regulatory Requirements. (a) Each Restricted Company The Debtors shall take all action that the Collateral Agent Secured Party may reasonably request in the exercise of its rights and remedies hereunder, which include includes the right to require such Restricted Company the Debtors after the occurrence and during the continuance of an Event of Default to transfer or assign the FCC Licenses or the PUC Authorizations to any party or parties. In furtherance of this right, each Restricted Company shall the Debtors shall, upon the occurrence and during the continuance of an Event of Default, (i) cooperate fully with the Collateral Agent Secured Party in obtaining all approvals and consents from the FCC and each other Governmental Authority that the Collateral Agent Secured Party may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC Authorizations and (ii) prepare, execute and file with the FCC and any other Governmental Authority any application, request for consent, certificate or instrument that the Collateral Agent Secured Party may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC AuthorizationsLicenses. If any Restricted Company a Debtor fails to execute such applications, requests for consent, certificates or instruments, the clerk of any court that has jurisdiction over the Loan Documents may, upon an ex parte request by the Collateral Agent, this Agreement may execute and file the same on behalf of such Restricted Company. (b) Debtor. To enforce the provisions of Section 6.05this Section, the Collateral Agent Secured Party is authorized to request the consent or approval of the FCC or any other Governmental Authority to a voluntary or an involuntary transfer of control of any Restricted Company or the voluntary or involuntary assignment of any FCC Licenses or PUC Authorizations held by any Restricted Company. In connection with the exercise of its remedies under this Agreement, the Collateral Agent may obtain the appointment of a trustee or receiver to assume, control of any Restricted Company, subject to any required prior approval of the FCC or any other Governmental Authority. Such trustee or receiver shall have all rights and powers provided to it by law or by court order or provided to the Collateral Agent under this AgreementDebtor. (cb) Notwithstanding anything to the contrary contained in this Agreement,: (i) the Collateral Agent will Secured Party shall not take any action hereunder that would constitute or result in any transfer of control or assignment of the FCC Licenses or any Restricted Company Debtor without obtaining all necessary FCC and other Governmental Authority approvals. The Collateral Agent, the Administrative Agent Secured Party and the Lenders Banks shall be entitled to rely on the advice of FCC counsel selected by the Collateral Agent Secured Party to determine whether FCC approval or other Governmental Authority approvals are is required, and (ii) the Collateral Agent Secured Party shall not foreclose on, sell, assign, transfer or otherwise dispose of, or exercise any right to control the FCC Licenses as provided herein or take Restricted Company Guarantee and Security Agreement any other action that would affect the operational, voting, or other control of any Restricted CompanyDebtor, unless such action is taken in accordance with the provisions of the Communications Act of 1934, as from time to time amended, and the rules, regulations and policies of the FCC and any other Governmental AuthorityFCC. (dc) Each Restricted Company acknowledges The Debtors acknowledge that the approval of the FCC and of each other appropriate Governmental Authority to the assignment of the FCC Licenses or the transfer of control of such Restricted Company the Debtors is integral to the Collateral AgentSecured Party's realization of the value of the Collateral, including the FCC Licenses, that there is no adequate remedy at law for failure by such Restricted Company the Debtors to comply with the provisions of this Section 7.11 and that such failure could not be adequately compensable in compensated by damages. ThereforeTherefor, each Restricted Company agrees the Debtors agree that the provisions of this Section 7.11 may be specifically enforced.

Certain Regulatory Requirements. (a) Each Restricted Company Notwithstanding any contrary provision in any Basic Document, no action shall take all action that be taken under this Agreement by the Collateral Administrative Agent may reasonably request in the exercise of its rights and remedies hereunder, which include the right to require such Restricted Company to transfer or assign the FCC Licenses or the PUC Authorizations any Lender Party with respect to any party or parties. In furtherance item of this right, each Restricted Company shall Collateral unless and until all applicable requirements (iif any) cooperate fully with the Collateral Agent in obtaining all approvals and consents from the FCC and each other Governmental Authority that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC Authorizations Regulations have been satisfied with respect to such action and there have been obtained such Governmental Approvals (iiif any) prepare, execute and file with as may be required to be obtained under the FCC and any other Governmental Authority any application, request for consent, certificate or instrument that Regulations under the Collateral Agent may deem necessary or advisable to accomplish terms of any such transfer or assignment FCC License. Without limiting the generality of the FCC Licenses or the PUC Authorizations. If any Restricted Company fails to execute such applications, requests for consent, certificates or instruments, the clerk of any court that has jurisdiction over the Loan Documents may, upon an ex parte request by the Collateral Agent, execute and file the same on behalf of such Restricted Company. (b) To enforce the provisions of Section 6.05, the Collateral Agent is authorized to request the consent or approval of the FCC or any other Governmental Authority to a voluntary or an involuntary transfer of control of any Restricted Company or the voluntary or involuntary assignment of any FCC Licenses or PUC Authorizations held by any Restricted Company. In connection with the exercise of its remedies under this Agreement, the Collateral Agent may obtain the appointment of a trustee or receiver to assume, control of any Restricted Company, subject to any required prior approval of the FCC or any other Governmental Authority. Such trustee or receiver shall have all rights and powers provided to it by law or by court order or provided to the Collateral Agent under this Agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, (i) the Collateral Agent will not take any action hereunder that would constitute or result in any transfer of control or assignment of the FCC Licenses or any Restricted Company without obtaining all necessary FCC and other Governmental Authority approvals. The Collateral Agentforegoing, the Administrative Agent (on behalf of itself and the Lenders Lenders) hereby agrees that (a) voting and consensual rights in the Stock Collateral will remain with the Obligor upon and following the occurrence of an Event of Default unless and until any required prior approvals of the FCC to the transfer of such voting and consensual rights to the Administrative Agent have been obtained; (b) upon the occurrence of any Event of Default and foreclosure of the Stock Collateral pursuant to this Agreement there will be either a private or public sale of the Stock Collateral; and (c) prior to the exercise of voting or consensual rights by the purchaser at any such sale, the prior consent of the FCC pursuant to 47 U.S.C. ss.310(d) will be obtained. It is the intention of the parties to this Agreement that the Liens in favor of the Administrative Agent on the Collateral shall in all relevant aspects be subject to and governed by the FCC Regulations and that nothing in this Agreement shall be entitled construed to rely on diminish the advice of FCC counsel selected control exercised by the Collateral Agent to determine whether FCC approval or other Governmental Authority approvals are required, and (ii) the Collateral Agent shall not foreclose on, sell, assign, transfer or otherwise dispose of, or exercise any right to control the FCC Licenses as provided herein or take Restricted Company Guarantee and Security Agreement any other action that would affect the operational, voting, or other control of any Restricted Company, unless such action is taken Obligor except in accordance with the provisions of the Communications Act of 1934, as FCC Regulations. The Obligor agrees that upon request from time to time amendedby the Administrative Agent it will use its best efforts to obtain any Governmental Approvals referred to in this Section 6.05, and the rules, regulations and policies including upon any request of the FCC Administrative Agent following an Event of Default, to prepare, sign and any other Governmental Authority. (d) Each Restricted Company acknowledges that the approval of file with the FCC (or cause to be prepared signed and of each other appropriate Governmental Authority filed with the FCC) any application or application for consent to the assignment of the FCC Licenses or the transfer of control required to be signed by the Obligor or any of such Restricted Company is integral to its Subsidiaries necessary or appropriate under the Collateral Agent's realization FCC Regulations for approval of any sale or transfer of any of the value Stock Collateral or the assets of the Collateral, including the Obligor or any of its Subsidiaries or any transfer of control in respect of any FCC Licenses, that there is no adequate remedy at law for failure by such Restricted Company to comply with the provisions of this Section 7.11 and that such failure could not be adequately compensable in damages. Therefore, each Restricted Company agrees that the provisions of this Section 7.11 may be specifically enforcedLicense.

Certain Regulatory Requirements. Any provision contained herein to the contrary notwithstanding (a) Each Restricted Company shall take all action that but without limiting the Collateral Agent may reasonably request in the exercise generality of its rights and remedies hereunder, which include the right to require such Restricted Company to transfer or assign the FCC Licenses or the PUC Authorizations to any party or parties. In furtherance of this right, each Restricted Company shall (i) cooperate fully with the Collateral Agent in obtaining all approvals and consents from the FCC and each other Governmental Authority that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC Authorizations and (ii) prepare, execute and file with the FCC and any other Governmental Authority any application, request for consent, certificate or instrument that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC Authorizations. If any Restricted Company fails to execute such applications, requests for consent, certificates or instruments, the clerk of any court that has jurisdiction over the Loan Documents may, upon an ex parte request by the Collateral Agent, execute and file the same on behalf of such Restricted Company. (b) To enforce the provisions of Section 6.059.2), no action shall be taken hereunder by the Collateral Agent is authorized Trustee or any other Secured Party with respect to request the consent or approval any item of Collateral unless and until all applicable requirements (if any) of the FCC or any other Governmental Authority to a voluntary or an involuntary transfer of control of any Restricted Company or the voluntary or involuntary assignment of any FCC Licenses or PUC Authorizations held by any Restricted Company. In connection with the exercise of its remedies under this Agreement, the Collateral Agent may obtain the appointment of a trustee or receiver to assume, control of any Restricted Company, subject to any required prior approval of the FCC or any other Governmental Authority. Such trustee or receiver shall have all rights and powers provided to it by law or by court order or provided to the Collateral Agent under this Agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, (i) the Collateral Agent will not take any action hereunder that would constitute or result in any transfer of control or assignment of the FCC Licenses or any Restricted Company without obtaining all necessary FCC and other Governmental Authority approvals. The Collateral Agent, the Administrative Agent and the Lenders shall be entitled to rely on the advice of FCC counsel selected by the Collateral Agent to determine whether FCC approval or other Governmental Authority approvals are required, and (ii) the Collateral Agent shall not foreclose on, sell, assign, transfer or otherwise dispose of, or exercise any right to control the FCC Licenses as provided herein or take Restricted Company Guarantee and Security Agreement any other action that would affect the operational, voting, or other control of any Restricted Company, unless such action is taken in accordance with the provisions of the Communications Act of 1934, as from time to time amended, and the rulesrespective rules and regulations thereunder and thereof, as well as any other federal, state or local laws, rules and regulations of other regulatory or governmental bodies applicable to or having jurisdiction over the Grantors (or any entity under the control of the Grantors), have been satisfied with respect to such action and policies of there have been obtained such consents, approvals and authorizations (if any) as may be required to be obtained from the FCC and any other Governmental Authoritygovernmental authority under the terms of any license or operating right held by the Grantors (or any entity under the control of the Grantors). Without limiting the generality of the foregoing, the Collateral Trustee (on behalf of itself and the Secured Parties) hereby agrees that, (a) to the extent required by applicable law, voting and consensual rights in the ownership interest of any Grantors (the “Pledged Interest”) will remain with the holders of such voting and consensual rights upon and following the occurrence of a Triggering Event unless and until any required prior approvals of the FCC to the transfer of such voting and consensual rights to the Collateral Trustee shall have been obtained; (b) upon the occurrence of any Triggering Event and foreclosure of the Pledged Interest pursuant to this Agreement there will be either a private or public sale of the Pledged Interests; and (c) prior to the exercise of voting or consensual rights by the purchaser, to the extent required by applicable law, at any such sale, the prior consent of the FCC pursuant to 47 U.S.C. § 310(d) will be obtained, as well as such licenses, approvals, authorizations and consents as may be required by the U.S. Department of State pursuant to the International Traffic in Arms Regulations and the U.S. Department of Commerce pursuant to the Export Administration Regulations. (di) Each Restricted Company acknowledges that the approval of the FCC and of each other appropriate Governmental Authority any application or application for consent to the assignment of the FCC Licenses or the transfer of control required to be signed by the Borrower or any of such Restricted Company is integral its Subsidiaries necessary or appropriate under the FCC’s rules and regulations for approval of any sale or transfer of any of the Pledged Interests or the assets of the Borrower or any of its Subsidiaries or any transfer of control in respect of any FCC License, and (ii) the U.S. Department of State pursuant to the Collateral Agent's realization International Traffic in Arms Regulations and the U.S. Department of Commerce pursuant to the Export Administration Regulations, as applicable, of any application for consent to transfer the Pledged Interests or the assets of the value Borrower or any of the Collateral, including the FCC Licenses, that there is no adequate remedy at law for failure by its Subsidiaries necessary or appropriate under such Restricted Company to comply with the provisions of this Section 7.11 and that such failure could not be adequately compensable in damages. Therefore, each Restricted Company agrees that the provisions of this Section 7.11 may be specifically enforcedregulations.

Certain Regulatory Requirements. (a) Each Restricted Company shall take all action that the Collateral Agent may reasonably request in the exercise of its rights and remedies hereunder, which include the right to require such Restricted Company to transfer or assign the FCC Licenses or the PUC Authorizations to any party or parties. In furtherance of this right, each Restricted Company shall (i) cooperate fully with the Collateral Agent in obtaining all approvals and consents from the FCC and each other Governmental Authority that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC Authorizations and (ii) prepare, execute and file with the FCC and any other Governmental Authority any application, request for consent, certificate or instrument that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or Restricted Company Guarantee and Security Agreement the PUC Authorizations. If any Restricted Company fails to execute such applications, requests for consent, certificates or instruments, the clerk of any court that has jurisdiction over the Loan Documents may, upon an ex parte request by the Collateral Agent, execute and file the same on behalf of such Restricted Company. (b) To enforce the provisions of Section 6.05, the Collateral Agent is authorized to request the consent or approval of the FCC or any other Governmental Authority to a voluntary or an involuntary transfer of control of any Restricted Company or the voluntary or involuntary assignment of any FCC Licenses or PUC Authorizations held by any Restricted Company. In connection with the exercise of its remedies under this Agreement, the Collateral Agent may obtain the appointment of a trustee or receiver to assume, control of any Restricted Company, subject to any required prior approval of the FCC or any other Governmental Authority. Such trustee or receiver shall have all rights and powers provided to it by law or by court order or provided to the Collateral Agent under this Agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, (i) the Collateral Agent will not take any action hereunder that would constitute or result in any transfer of control or assignment of the FCC Licenses or any Restricted Company without obtaining all necessary FCC and other Governmental Authority approvals. The Collateral Agent, the Administrative Agent and the Lenders Secured Parties shall be entitled to rely on the advice of FCC counsel selected by the Collateral Agent to determine whether FCC approval or other Governmental Authority approvals are required, and (ii) the Collateral Agent shall not foreclose on, sell, assign, transfer or otherwise dispose of, or exercise any right to control the FCC Licenses as provided herein or take Restricted Company Guarantee and Security Agreement any other action that would affect the operational, voting, or other control of any Restricted Company, unless such action is taken in accordance with the provisions of the Communications Act of 1934, as from time to time amended, and the rules, regulations and policies of the FCC and any other Governmental Authority. (d) Each Restricted Company acknowledges that the approval of the FCC and of each other appropriate Governmental Authority to the assignment of the FCC Licenses or the transfer Restricted Company Guarantee and Security Agreement 138 -34- of control of such Restricted Company is integral to the Collateral Agent's realization of the value of the Collateral, including the FCC Licenses, that there is no adequate remedy at law for failure by such Restricted Company to comply with the provisions of this Section 7.11 and that such failure could not be adequately compensable in damages. Therefore, each Restricted Company agrees that the provisions of this Section 7.11 may be specifically enforced.

Certain Regulatory Requirements. With respect to all FCC Licenses (1) owned or held by the Borrower (if any) or (2) if owned by another Person, to the extent of any right or interest (including, without limitation, any "right to use" such FCC Licenses) that the Borrower may own or hold with respect thereto: (a) Each Restricted Company The Borrower shall take all action that the Collateral Agent Lenders may reasonably request in the exercise of its rights and remedies hereunder, which include the right to require such Restricted Company the Borrower to transfer or assign assign (1) the FCC Licenses (to the extent the Borrower owns any FCC Licenses) or (2) to the PUC Authorizations extent such FCC Licenses may be owned by another Person, any right or interest (including, without limitation, any "right to use" such FCC Licenses) that the Borrower may own or hold with respect thereto, to any party or parties. In furtherance of this right, each Restricted Company the Borrower shall (i1) cooperate fully with the Collateral Agent Lender in obtaining all approvals and consents from the FCC and FCC, each other Governmental Authority or any other Person that the Collateral Agent Lender may reasonably deem necessary or advisable to accomplish any such transfer or assignment of the such FCC Licenses or, if applicable, whatever right or interest (including, without limitation, any "right to use" such FCC Licenses) the PUC Authorizations Borrower may hold with respect thereto, and (ii2) prepare, execute and file with the FCC and FCC, any other Governmental Authority or any other Person any application, request for consent, 17 17 certificate or instrument that the Collateral Agent Lender may reasonably deem necessary or advisable to accomplish any such transfer or assignment of the such FCC Licenses or, if applicable, whatever right or interest (including, without limitation, any "right to use" such FCC Licenses) the PUC AuthorizationsBorrower may hold with respect thereto. If any Restricted Company the Borrower fails to execute such applications, requests for consent, certificates or instruments, the clerk of any court that has jurisdiction over the Loan Collateral Documents may, upon an ex parte request by the Collateral Agent, may execute and file the same on behalf of such Restricted Companythe Borrower. (b) To enforce the provisions of Section 6.05, the Collateral Agent is authorized to request the consent or approval of the FCC or any other Governmental Authority to a voluntary or an involuntary transfer of control of any Restricted Company or the voluntary or involuntary assignment of any FCC Licenses or PUC Authorizations held by any Restricted Company. In connection with the exercise of its remedies under this Agreement, the Collateral Agent may obtain the appointment of a trustee or receiver to assume, control of any Restricted Company, subject to any required prior approval of the FCC or any other Governmental Authority. Such trustee or receiver shall have all rights and powers provided to it by law or by court order or provided to the Collateral Agent under this Agreement. (c) Notwithstanding anything to the contrary contained in this Agreementherein, (i1) the Collateral Agent Lender will not take any action hereunder that would constitute or result in any transfer of control or assignment of the FCC Licenses or any Restricted Company without obtaining all necessary FCC and other Governmental Authority approvals. The Collateral Agent, the Administrative Agent and the Lenders Lender shall be entitled to rely on the advice of FCC counsel selected by the Collateral Agent it to determine whether FCC approval or other Governmental Authority approvals are required, and (ii2) the Collateral Agent Lender shall not foreclose on, sell, assign, transfer or otherwise dispose of, or exercise any right to control the FCC Licenses as provided herein or take Restricted Company Guarantee and Security Agreement any other action that would affect the operational, voting, or other control of any Restricted Companyherein, unless such action is taken in accordance with the provisions of the Communications Act of 1934, as from time to time amended, and the applicable rules, regulations and policies of the FCC and any other Governmental Authority. (dc) Each Restricted Company The Borrower acknowledges that the approval of the FCC and of FCC, each other appropriate Governmental Authority and each other appropriate Person to the assignment of the FCC Licenses Licenses, or the transfer of control of such Restricted Company Borrower's rights and interests therein, is integral to the Collateral AgentLender's realization of the value of the Collateral, including the FCC LicensesLicenses and the Borrower's rights and interests therein, that there is no adequate remedy at law for failure by such Restricted Company the Borrower to comply with the provisions of this Section 7.11 9.5 and that such failure could not be adequately compensable in damages. Therefore, each Restricted Company the Borrower agrees that the provisions of this Section 7.11 9.5 may be specifically enforced.

Certain Regulatory Requirements. (a) Each Restricted Company shall take all action that Notwithstanding any other provision of this Agreement, no Secured Party will be required or permitted to make any foreclosure on, sale, transfer or other disposition of, or exercise of any rights to vote or consent with respect to any of the Collateral Agent may reasonably request in as provided herein or take any other action if such foreclosure, sale, disposition, exercise or act would cause a breach of the exercise Communications Laws, the NOAA Rules or Export Control Laws or to act without the prior approval of its rights and remedies hereunderthe FCC, which include the right to require such Restricted Company to transfer NOAA or assign the FCC Licenses or the PUC Authorizations to any party or parties. In furtherance of this right, each Restricted Company shall (i) cooperate fully with the Collateral Agent in obtaining all approvals and consents from the FCC and each other Governmental Authority that responsible for administering Export Control Laws to act in a manner which would otherwise not be reasonable under the Collateral Agent may deem necessary Communications Laws or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC Authorizations and (ii) prepare, execute and file with the FCC and any other Governmental Authority any application, request for consent, certificate or instrument that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC Authorizations. If any Restricted Company fails to execute such applications, requests for consent, certificates or instruments, the clerk of any court that has jurisdiction over the Loan Documents may, upon an ex parte request by the Collateral Agent, execute and file the same on behalf of such Restricted CompanyExport Control Laws. (b) To enforce It is the provisions intention of Section 6.05, the parties hereto that the Liens in favor of the Collateral Agent is authorized to request the consent or approval of the FCC or any other Governmental Authority to a voluntary or an involuntary transfer of control of any Restricted Company or the voluntary or involuntary assignment of any FCC Licenses or PUC Authorizations held by any Restricted Company. In connection with the exercise of its remedies under this Agreement, on the Collateral Agent may obtain the appointment of a trustee or receiver to assume, control of any Restricted Company, shall in all relevant aspects be subject to any required prior approval of the FCC or any other Governmental Authority. Such trustee or receiver shall have all rights and powers provided to it governed by law or by court order or provided to the Collateral Agent under this Agreement. (c) Notwithstanding anything to the contrary contained said statutes, rules and regulations and that nothing in this Agreement, (i) the Collateral Agent will not take any action hereunder that would constitute or result in any transfer of control or assignment of the FCC Licenses or any Restricted Company without obtaining all necessary FCC and other Governmental Authority approvals. The Collateral Agent, the Administrative Agent and the Lenders Agreement shall be entitled construed to rely on diminish the advice of FCC counsel selected control exercised by the Collateral Agent to determine whether FCC approval or other Governmental Authority approvals are required, and (ii) the Collateral Agent shall not foreclose on, sell, assign, transfer or otherwise dispose of, or exercise any right to control the FCC Licenses as provided herein or take Restricted Company Guarantee and Security Agreement any other action that would affect the operational, voting, or other control of any Restricted Company, unless such action is taken Pledgor except in accordance with the provisions of such statutory requirements, rules and regulations. Each Pledgor agrees that as necessary or upon the Communications Act of 1934, as request from time to time amendedby the Collateral Agent it will actively pursue obtaining any governmental, and the rulesregulatory or third party consents, regulations and policies approvals or authorizations referred to in this Article IX, including, as necessary or upon any request of the FCC and any other Governmental Authority. Collateral Agent (d) Each Restricted Company acknowledges that at the approval written direction of the FCC Required Holders) following an Event of Default, the preparation, signing and of each other appropriate filing with (or causing to be prepared, signed and filed with) the FCC, NOAA or any Governmental Authority responsible for administering Export Control Laws of any application or application for consent to the assignment of the FCC Licenses or the NOAA Licenses or transfer of control required to be signed by WorldSpace or any of such Restricted Company is integral its Subsidiaries necessary or appropriate under the Communications Laws, the NOAA Rules or Export Control Laws for approval of any sale or transfer of any of the Pledged Collateral or the assets of WorldSpace or any of its Subsidiaries or any transfer of control in respect of any FCC License or any NOAA License. Nothing herein shall require the Collateral Agent to subject itself to the Collateral Agent's realization regulatory jurisdiction of the value FCC or any other Governmental Authority in the course of the Collateral, including the FCC Licenses, that there is no adequate remedy at law for failure by such Restricted Company to comply with the provisions of this Section 7.11 and that such failure could not be adequately compensable in damages. Therefore, each Restricted Company agrees that the provisions of this Section 7.11 may be specifically enforcedperforming its duties hereunder.

Certain Regulatory Requirements. (a) Each Restricted Company Any provision contained herein to the contrary notwithstanding, no action in connection with any exercise of rights or remedies shall take all action that be taken hereunder by the Collateral Agent may reasonably request in the exercise of its rights and remedies hereunder, which include the right to require such Restricted Company to transfer or assign the FCC Licenses or the PUC Authorizations any Secured Creditor with respect to any party or parties. In furtherance item of this right, each Restricted Company shall Collateral unless and until all applicable requirements (iif any) cooperate fully with the Collateral Agent in obtaining all approvals and consents from the FCC and each other Governmental Authority that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses under the Communications Act, as well as any applicable requirements of any other federal, state or local laws, rules and regulations of other regulatory or governmental bodies applicable to or having jurisdiction over the PUC Authorizations Grantors (or any entity under the control of the Grantors), have been satisfied with respect to such action and such consents, approvals and authorizations (iiif any) prepare, execute and file with as may be required to be obtained from the FCC and any other Governmental Authority governmental authority under the terms of any application, request for consent, certificate license or instrument that operating right held by the Collateral Agent may deem necessary Grantors (or advisable to accomplish any such transfer or assignment entity under the control of the FCC Licenses or Grantors) with respect to such action have been obtained. Without limiting the PUC Authorizations. If any Restricted Company fails to execute such applications, requests for consent, certificates or instruments, generality of the clerk of any court that has jurisdiction over the Loan Documents may, upon an ex parte request by the Collateral Agent, execute and file the same on behalf of such Restricted Company. (b) To enforce the provisions of Section 6.05foregoing, the Collateral Agent is authorized to request (on behalf of itself and the consent or approval Secured Creditors) hereby agrees that (a) voting and consensual rights in the ownership interest of any Grantor (the “Pledged Interests”) will remain with the holders of such voting and consensual rights upon and following the occurrence of an Event of Default unless and until any required prior approvals of the FCC or any other Governmental Authority to a voluntary or an involuntary the transfer of control of any Restricted Company or the voluntary or involuntary assignment of any FCC Licenses or PUC Authorizations held by any Restricted Company. In connection with the exercise of its remedies under this Agreement, the Collateral Agent may obtain the appointment of a trustee or receiver to assume, control of any Restricted Company, subject to any required prior approval of the FCC or any other Governmental Authority. Such trustee or receiver shall have all such voting and consensual rights and powers provided to it by law or by court order or provided to the Collateral Agent under shall have been obtained; (b) upon the occurrence of any Event of Default and foreclosure of the Pledged Interests pursuant to this Agreement. Agreement there may be a private sale or a public sale of the Pledged Interests; and (c) Notwithstanding anything prior to the contrary contained in this Agreement, (i) exercise of voting or consensual rights by the Collateral Agent will not take purchaser at any action hereunder that would constitute or result in any transfer sale of control or assignment the Pledged Interests, if required, the prior consent of the FCC Licenses or any Restricted Company without obtaining all necessary FCC pursuant to 47 U.S.C. §310(d) will be obtained, as well as such licenses, approvals, authorizations and other Governmental Authority approvals. The Collateral Agent, consents as may be required by the Administrative Agent U.S. Department of State pursuant to the International Traffic in Arms Regulations (the “ITAR”) and the Lenders shall be entitled U.S. Department of Commerce pursuant to rely on the advice Export Administration Regulations (the “EAR”) to the transfer of FCC counsel selected by the Collateral Agent such voting and consensual rights to determine whether FCC approval or other Governmental Authority approvals are required, and (ii) the Collateral Agent shall not foreclose on, sell, assign, transfer or otherwise dispose of, or exercise any right to control have been obtained. It is the FCC Licenses as provided herein or take Restricted Company Guarantee and Security Agreement any other action intention of the parties hereto that would affect the operational, voting, or other control creation of any Restricted CompanyLien in favor of the Collateral Agent on the Collateral and the exercise of any remedy in respect thereof shall in all relevant aspects be subject to and consistent with the applicable requirements of the Communications Act, unless such action is taken the ITAR and the EAR. Nothing in this Agreement shall be construed to diminish the control exercised by the Grantors in respect of the Collateral except in accordance with the provisions of such statutory requirements, rules and regulations. Each Grantor agrees that upon the Communications Act of 1934, as request from time to time amendedby the Collateral Agent it will actively pursue obtaining any governmental, and the rulesregulatory or third party consents, regulations and policies approvals or authorizations referred to in this Section 8.1, including, without limitation, upon any request of the FCC Collateral Agent following an Event of Default, the preparation, signing and any other Governmental Authority. filing with (dor causing to be prepared, signed and filed with) Each Restricted Company acknowledges that the approval of (i) the FCC and of each other appropriate Governmental Authority any application or application for consent to the assignment of the FCC Licenses or the transfer of control required to be signed by the Borrower or any of such Restricted Company is integral its Subsidiaries necessary or appropriate under the FCC’s rules and regulations for approval of any sale or transfer of any of the Pledged Interests or the assets of the Borrower or any of its Subsidiaries or any transfer of control in respect of any FCC License, and (ii) the U.S. Department of State pursuant to the Collateral Agent's realization International Traffic in Arms Regulations and the U.S. Department of Commerce pursuant to the Export Administration Regulations, as applicable, any application for consent to transfer the Pledged Interests or the assets of the value Borrower or any of its Subsidiaries necessary or appropriate under such regulations and otherwise use its reasonable best efforts to assist the Collateral Agent to realize the benefits of the FCC Licenses and the Collateral, including the FCC Licenses, that there is no adequate remedy at law for failure by such Restricted Company to comply with . To enforce the provisions of this Section 7.11 8.1, the Collateral Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC or other federal, state or local laws, rules and that such failure could not be adequately compensable in damages. Therefore, each Restricted Company agrees that the provisions regulations of this Section 7.11 may be specifically enforcedother regulatory or governmental bodies applicable to or having jurisdiction a transfer or assignment of control of any applicable Collateral.

Certain Regulatory Requirements. (a) Each Restricted Company shall take all action that the Collateral Agent may reasonably request in the exercise of its rights and remedies hereunder, which include the right to require such Restricted Company to transfer or assign the FCC Licenses or the PUC Authorizations to any party or parties. In furtherance of this right, each Restricted Company shall (i) cooperate fully with the Collateral Agent in obtaining all approvals and consents from the FCC and each other Governmental Authority that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC Authorizations and (ii) prepare, execute and file with the FCC and any other Governmental Authority any application, request for consent, certificate or instrument that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC Authorizations. If any Restricted Company fails to execute such applications, requests for consent, certificates or instruments, the clerk of any court that has jurisdiction over the Loan Documents may, upon an ex parte request by the Collateral Agent, execute and file the same on behalf of such Restricted Company. (b) To enforce the provisions of Section 6.05, the Collateral Agent is authorized to request the consent or approval of the FCC or any other Governmental Authority to a voluntary or an involuntary transfer of control of any Restricted Company or the voluntary or involuntary assignment of any FCC Licenses or PUC Authorizations held by any Restricted Company. In connection with the exercise of its remedies under this Agreement, the Collateral Agent may obtain the appointment of a trustee or receiver to assume, assume control of any Restricted Company, subject to any required prior approval of the FCC or any other Governmental Authority. Such trustee or receiver shall have all rights and powers provided to it by law or by court order or provided to the Collateral Agent under this Agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, (i) the Collateral Agent will not take any action hereunder that would constitute or result in any transfer of control or assignment of the FCC Licenses or any Restricted Company without obtaining all necessary FCC and other Governmental Authority approvals. The Collateral Agent, the Administrative Agent and the Lenders shall be entitled to rely on the advice of FCC counsel selected by the Collateral Agent to determine whether FCC approval or other Governmental Authority approvals are required, and (ii) the Collateral Agent shall not foreclose on, sell, assign, transfer or otherwise dispose of, or exercise any right to control the FCC Licenses as provided herein or take Restricted Company Guarantee and Security Agreement any other action that would affect the operational, voting, or other control of any Restricted Company, unless such action is taken in accordance with the provisions of the Communications Act of 1934, as from time to time amended, and the rules, regulations and policies of the FCC and any other Governmental Authority. (d) Each Restricted Company acknowledges that the approval of the FCC and of each other appropriate Governmental Authority to the assignment of the FCC Licenses or the transfer of control of such Restricted Company is integral to the Collateral Agent's ’s realization of the value of the Collateral, including the FCC Licenses, that there is no adequate remedy at law for failure by such Restricted Company to comply with the provisions of this Section 7.11 and that such failure could not be adequately compensable in damages. Therefore, each Restricted Company agrees that the provisions of this Section 7.11 may be specifically enforced.

Certain Regulatory Requirements. (a) Each Restricted Company The Debtor shall take all action that the Collateral Agent Secured Party may reasonably request in the exercise of its rights and remedies hereunder, which include includes the right to require such Restricted Company the Debtor after the occurrence and during the continuance of an Event of Default to transfer or assign the FCC Licenses or the PUC Authorizations to any party or parties. In furtherance of this right, each Restricted Company shall the Debtor shall, upon the occurrence and during the continuance of an Event of Default, (i) cooperate fully with the Collateral Agent Secured Party in obtaining all approvals and consents from the FCC and each other Governmental Authority that the Collateral Agent Secured Party may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC Authorizations and (ii) prepare, execute and file with the FCC and any other Governmental Authority any application, request for consent, certificate or instrument that the Collateral Agent Secured Party may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC AuthorizationsLicenses. If any Restricted Company the Debtor fails to execute such applications, requests for consent, certificates or instruments, the clerk of any court that has jurisdiction over the Loan Documents may, upon an ex parte request by the Collateral Agent, this Agreement may execute and file the same on behalf of such Restricted Company. (b) the Debtor. To enforce the provisions of Section 6.05this Section, the Collateral Agent Secured Party is authorized to request the consent or approval of the FCC or any other Governmental Authority to a voluntary or an involuntary transfer of control of any Restricted Company or the voluntary or involuntary assignment of any FCC Licenses or PUC Authorizations held by any Restricted Company. In connection with the exercise of its remedies under this Agreement, the Collateral Agent may obtain the appointment of a trustee or receiver to assume, control of any Restricted Company, subject to any required prior approval of the FCC or any other Governmental Authority. Such trustee or receiver shall have all rights and powers provided to it by law or by court order or provided to the Collateral Agent under this AgreementDebtor. (cb) Notwithstanding anything to the contrary contained in this Agreement,: (i) the Collateral Agent will Secured Party shall not take any action hereunder that would constitute or result in any transfer of control or assignment of the FCC Licenses or any Restricted Company the Debtor without obtaining all necessary FCC and other Governmental Authority approvals. The Collateral Agent, the Administrative Agent Secured Party and the Lenders Banks shall be entitled to rely on the advice of FCC counsel selected by the Collateral Agent Secured Party to determine whether FCC approval or other Governmental Authority approvals are is required, and (ii) the Collateral Agent Secured Party shall not foreclose on, sell, assign, transfer or otherwise dispose of, or exercise any right to control the FCC Licenses as provided herein or take Restricted Company Guarantee and Security Agreement any other action that would affect the operational, voting, or other control of any Restricted Companythe Debtor, unless such action is taken in accordance with the provisions of the Communications Act of 1934, as from time to time amended, and the rules, regulations and policies of the FCC and any other Governmental AuthorityFCC. (dc) Each Restricted Company The Debtor acknowledges that the approval of the FCC and of each other appropriate Governmental Authority to the assignment of the FCC Licenses or the transfer of control of such Restricted Company the Debtor is integral to the Collateral AgentSecured Party's realization of the value of the Collateral, including the FCC Licenses, that there is no adequate remedy at law for failure by such Restricted Company the Debtor to comply with the provisions of this Section 7.11 and that such failure could not be adequately compensable in compensated by damages. ThereforeTherefor, each Restricted Company the Debtor agrees that the provisions of this Section 7.11 may be specifically enforced.

Certain Regulatory Requirements. (a) Each Restricted Company Any provision contained herein to the contrary notwithstanding, no action shall take all action that be taken hereunder by the Collateral Agent may reasonably request in the exercise of its rights and remedies hereunder, which include the right to require such Restricted Company to transfer Trustee or assign the FCC Licenses or the PUC Authorizations any Secured Party with respect to any party or parties. In furtherance item of this right, each Restricted Company shall Collateral unless and until all applicable requirements (iif any) cooperate fully with the Collateral Agent in obtaining all approvals and consents from the FCC and each other Governmental Authority that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC Authorizations and (ii) prepare, execute and file with the FCC and any other Governmental Authority any application, request for consent, certificate or instrument that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC Authorizations. If any Restricted Company fails to execute such applications, requests for consent, certificates or instruments, the clerk of any court that has jurisdiction over the Loan Documents may, upon an ex parte request by the Collateral Agent, execute and file the same on behalf of such Restricted Company. (b) To enforce the provisions of Section 6.05, the Collateral Agent is authorized to request the consent or approval of the FCC or any other Governmental Authority to a voluntary or an involuntary transfer of control of any Restricted Company or the voluntary or involuntary assignment of any FCC Licenses or PUC Authorizations held by any Restricted Company. In connection with the exercise of its remedies under this Agreement, the Collateral Agent may obtain the appointment of a trustee or receiver to assume, control of any Restricted Company, subject to any required prior approval of the FCC or any other Governmental Authority. Such trustee or receiver shall have all rights and powers provided to it by law or by court order or provided to the Collateral Agent under this Agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, (i) the Collateral Agent will not take any action hereunder that would constitute or result in any transfer of control or assignment of the FCC Licenses or any Restricted Company without obtaining all necessary FCC and other Governmental Authority approvals. The Collateral Agent, the Administrative Agent and the Lenders shall be entitled to rely on the advice of FCC counsel selected by the Collateral Agent to determine whether FCC approval or other Governmental Authority approvals are required, and (ii) the Collateral Agent shall not foreclose on, sell, assign, transfer or otherwise dispose of, or exercise any right to control the FCC Licenses as provided herein or take Restricted Company Guarantee and Security Agreement any other action that would affect the operational, voting, or other control of any Restricted Company, unless such action is taken in accordance with the provisions of the Communications Act of 1934, as from time to time amended, and the rulesrespective rules and regulations thereunder and thereof, as well as any other federal, state or local laws, rules and regulations of other regulatory or governmental bodies applicable to or having jurisdiction over the Obligors (or any entity under the control of the Obligors), have been satisfied with respect to such action and policies of there have been obtained such consents, approvals and authorizations (if any) as may be required to be obtained from the FCC and any other Governmental Authority. governmental authority under the terms of any license or operating right held by the Obligors (dor any entity under the control of the Obligors). Without limiting the generality of the foregoing, the Collateral Trustee (on behalf of itself and the Secured Parties) Each Restricted Company acknowledges hereby agrees that (a) voting and consensual rights in the approval ownership interest of any Obligor (the "Pledged Interest") will remain with the holders of such voting and consensual rights upon and following the occurrence of an Event of Default unless and until any required prior approvals of the FCC to the transfer of such voting and consensual rights to the Collateral Trustee shall have been obtained; (b) upon the occurrence of each other appropriate Governmental Authority any Event of Default and foreclosure of the Pledged Interest pursuant to this Agreement there will be either a private or public sale of the Pledged Interests; and (c) prior to the exercise of voting or consensual rights by the purchaser at any such sale, the prior consent of the FCC pursuant to 47 U.S.C. ss.310(d) will be obtained, , as well as such licenses, approvals, authorizations and consents as may be required by the U.S. Department of State pursuant to the International Traffic in Arms Regulations and the U.S. Department of Commerce pursuant to the Export Administration Regulations. It is the intention of the parties hereto that the Liens in favor of the Administrative Agent on the Collateral shall in all relevant aspects be subject to and governed by said statutes, rules and regulations and that nothing in this Agreement shall be construed to diminish the control exercised by the Obligors except in accordance with the provisions of such statutory requirements, rules and regulations. Each Obligor agrees that upon the request from time to time by the Administrative Agent it will actively pursue obtaining any governmental, regulatory or third party consents, approvals or authorizations referred to in this Section 6.08, including, upon any request of the (i) the FCC of any application or application for consent to the assignment of the FCC Licenses or the transfer of control required to be signed by the Borrower or any of such Restricted Company is integral its Subsidiaries necessary or appropriate under the FCC's rules and regulations for approval of any sale or transfer of any of the Pledged Interests or the assets of the Borrower or any of its Subsidiaries or any transfer of control in respect of any FCC License, and (ii) the U.S. Department of State pursuant to the Collateral Agent's realization International Traffic in Arms Regulations and the U.S. Department of Commerce pursuant to the Export Administration Regulations, as applicable, any application for consent to transfer the Pledged Interests or the assets of the value Borrower or any of the Collateral, including the FCC Licenses, that there is no adequate remedy at law for failure by its Subsidiaries necessary or appropriate under such Restricted Company to comply with the provisions of this Section 7.11 and that such failure could not be adequately compensable in damages. Therefore, each Restricted Company agrees that the provisions of this Section 7.11 may be specifically enforcedregulations.

Certain Regulatory Requirements. (a) Each Restricted Company Debtor shall take all action that the Collateral Agent Secured Party may reasonably request in the exercise of its rights and remedies hereunder, which include includes the right to require such Restricted Company the Debtor after the occurrence and during the continuance of an Event of Default to transfer or assign the FCC Licenses or the PUC Authorizations to any party or parties. In furtherance of this right, each Restricted Company shall the Debtor shall, upon the occurrence and during the continuance of any Event of Default, (i) cooperate fully with the Collateral Agent Secured Party in obtaining all approvals and consents from the FCC and each other Governmental Authority that the Collateral Agent Secured Party may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC Authorizations and (ii) prepare, execute and file with the FCC and any other Governmental Authority any application, request for consent, certificate or instrument that the Collateral Agent Secured Party may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC AuthorizationsLicenses. If any Restricted Company the Debtor fails to execute such applications, requests for consent, certificates or instruments, the clerk of any court that has jurisdiction over the Loan Documents may, upon an ex parte request by the Collateral Agent, this Agreement may execute and file the same on behalf of such Restricted Company. (b) the Debtor. To enforce the provisions of Section 6.05this Section, the Collateral Agent Secured Party is authorized to request the consent or approval of the FCC or any other Governmental Authority to a voluntary or an involuntary transfer of control of any Restricted Company or the voluntary or involuntary assignment of any FCC Licenses or PUC Authorizations held by any Restricted Company. In connection with the exercise of its remedies under this Agreement, the Collateral Agent may obtain the appointment of a trustee or receiver to assume, control of any Restricted Company, subject to any required prior approval of the FCC or any other Governmental Authority. Such trustee or receiver shall have all rights and powers provided to it by law or by court order or provided to the Collateral Agent under this AgreementDebtor. (cb) Notwithstanding anything to the contrary contained in this Agreement,: (i) the Collateral Agent will Secured Party shall not take any action hereunder that would constitute or result in any transfer of control or assignment of the FCC Licenses or any Restricted Company the Debtor without obtaining all necessary FCC and other Governmental Authority approvals. The Collateral Agent, the Administrative Agent Secured Party and the Lenders Banks shall be entitled to rely on the advice of FCC counsel selected by the Collateral Agent Secured Party to determine whether FCC approval or other Governmental Authority approvals are is required, and (ii) the Collateral Agent Secured Party shall not foreclose on, sell, assign, transfer or otherwise dispose of, or exercise any right to control the FCC Licenses as provided herein or take Restricted Company Guarantee and Security Agreement any other action that would affect the operational, voting, or other control of any Restricted Companythe Debtor, unless such action is taken in accordance with the provisions of the Communications Act of 1934, as from time to time amended, and the rules, regulations and policies of the FCC and any other Governmental AuthorityFCC. (dc) Each Restricted Company The Debtor acknowledges that the approval of the FCC and of each other appropriate Governmental Authority to the assignment of the FCC Licenses or the transfer of control of such Restricted Company the Debtor is integral to the Collateral AgentSecured Party's realization of the value of the Collateral, including the FCC Licenses, that there is no adequate remedy at law for failure by such Restricted Company the Debtor to comply with the provisions of this Section 7.11 and that such failure could not be adequately compensable in compensated by damages. ThereforeTherefor, each Restricted Company the Debtor agrees that the provisions of this Section 7.11 may be specifically enforced.