Certain Regulatory Requirements. (a) Notwithstanding any other provision of this Agreement, any foreclosure on, sale, transfer or other disposition of, or the exercise of any rights to vote or consent with respect to any of the Collateral as provided herein or any other action taken by the Collateral Agent or any other Secured Party hereunder shall be in compliance with the Communications Laws and the NOAA Rules and to the extent required thereby, subject to the prior approval of the FCC and NOAA. (b) It is the intention of the parties hereto that the Liens in favor of the Collateral 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 Pledgor except in accordance with the provisions of such statutory requirements, rules and regulations. Each Pledgor agrees that upon the request from time to time by the Collateral Agent it will actively pursue obtaining any governmental, regulatory or third party consents, approvals or authorizations referred to in this Article IX, including, upon any request of the Collateral Agent following an Event of Default, the preparation, signing and filing with (or causing to be prepared, signed and filed with) the FCC or NOAA 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 the Borrower or any of its Subsidiaries necessary or appropriate under the Communications Laws or the NOAA Rules for approval of any sale or transfer of any of the Pledged Collateral or the assets of the Borrower or any of its Subsidiaries or any transfer of control in respect of any FCC License or any NOAA License.
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Samples: Security Agreement (Orbimage Inc), Security Agreement (Orbimage Inc)
Certain Regulatory Requirements. (a) Notwithstanding any other provision of this Agreement, any foreclosure on, sale, transfer or other disposition of, or the exercise of any rights to vote or consent with respect to any of the Collateral as provided herein or any other action taken or to be taken by the Collateral Agent or any other Secured Party hereunder shall be in compliance with the Communications Laws and the NOAA Rules Act, and to the extent required thereby, subject to the prior approval of the FCC and NOAAFCC.
(b) It is the intention of the parties hereto that the Liens in favor of the Collateral 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 Pledgor except in accordance with the provisions of such statutory requirements, rules and regulations. Each Pledgor agrees that upon the request from time to time by the Collateral Agent it will actively pursue obtaining any governmental, regulatory or third party consents, approvals or authorizations referred to in this Article IX, including, upon any request of the Collateral Agent following an Event of Default, the preparation, signing and filing with (or causing to be prepared, signed and filed with) the FCC or NOAA 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 the Borrower or any of its Subsidiaries the Guarantors necessary or appropriate under the Communications Laws or the NOAA Rules FCC’s rules and regulations for approval of any sale or transfer of any of the Pledged Collateral or the assets of the Borrower or any of its Subsidiaries the Guarantors or any transfer of control in respect of any FCC License.
(c) Notwithstanding any other provision of this Agreement or any provision of the Credit Agreement or any other Loan Document to the contrary, following the occurrence and during the continuation of an Event of Default, the voting rights with respect to any Pledged Collateral that consists of equity securities in any Pledgor that holds an FCC License or that, directly or indirectly through one or more subsidiaries, controls and entity that holds an FCC License, shall, to the extent required by provisions of the Communications Act, remain with the party or parties previously approved by the FCC to hold such voting rights to the Collateral Agent or otherwise. There shall be either a public or private arm’s length sale of such equity securities, and, to the extent required by provisions of the Communications Act, the successful bidder for, or purchaser of, such equity securities at such sale shall neither acquire nor exercise any NOAA Licenserights with respect to such equity securities until such time as the FCC shall have granted its consent to such acquisition or exercise.
(d) For the avoidance of any doubt, in the event of any conflict between any provision of this Section 9.7 and any other provision of this Agreement or any provision of the Credit Agreement or any other Loan Document, the provision of this Section 9.7 shall control.
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Certain Regulatory Requirements. (a) Notwithstanding any other contrary provision of in any Loan Document, no action shall be taken under this Agreement, any foreclosure on, sale, transfer or other disposition of, or the exercise of any rights to vote or consent with respect to any of the Collateral as provided herein or any other action taken Agreement by the Collateral Administrative Agent or any other Secured Party hereunder shall be in compliance with the Communications Laws respect to any item of Collateral unless and the NOAA Rules and to the extent required thereby, subject to the prior approval until all applicable requirements (if any) of the FCC Regulations have been satisfied with respect to such action and NOAA.
there have been obtained such Governmental Approvals (if any) as may be required to be obtained under the FCC Regulations under the terms of any such FCC License. Without limiting the generality of the foregoing, the Administrative Agent (on behalf of itself and the Lenders) hereby agrees that (a) voting and consensual rights in the Stock Collateral will remain with the Guarantor 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 hereto to this Agreement that the Liens in favor of the Collateral Administrative Agent on the Collateral shall in all relevant aspects be subject to and governed by said statutes, rules and regulations the FCC Regulations and that nothing in this Agreement shall be construed to diminish the control exercised by the Pledgor Guarantor except in accordance with the provisions of such statutory requirements, rules and regulationsthe FCC Regulations. Each Pledgor The Guarantor agrees that upon the request from time to time by the Collateral Administrative Agent it will actively pursue obtaining use its best efforts to obtain any governmental, regulatory or third party consents, approvals or authorizations Governmental Approvals referred to in this Article IXSection 6.5, including, including upon any request of the Collateral Administrative Agent following an Event of Default, to prepare, sign and file with the preparation, signing and filing with FCC (or causing cause to be prepared, prepared signed and filed withwith the FCC) the FCC or NOAA 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 the Borrower Guarantor or any of its Subsidiaries necessary or appropriate under the Communications Laws or the NOAA Rules FCC Regulations for approval of any sale or transfer of any of the Pledged Stock Collateral or the assets of the Borrower Guarantor or any of its Subsidiaries or any transfer of control in respect of any FCC License or any NOAA License.
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