Common use of Certain Regulatory Restrictions Clause in Contracts

Certain Regulatory Restrictions. Any provision contained herein or in any other Finance Document to the contrary notwithstanding, no action shall be taken hereunder or thereunder by the Security Agent or any Finance Party which would constitute or result in any assignment of any Authorization or any change of control (whether de jure or de facto) of any Security Provider or Subsidiary of any Security Provider if such assignment of any Authorization or change of control would require, under then existing applicable law, the prior approval of the FCC or any other relevant Governmental Authority without first obtaining such prior approval of the FCC or such other relevant Governmental Authority. Upon the occurrence and during the continuance of an Event of Default each Security Provider agrees to take any action that the Security Agent may request from time to time to obtain from the FCC or any other relevant Governmental Authority such approval referred to in this Section and to enable the Security Agent to exercise and enjoy the full rights and benefits granted to the Security Agent by this Agreement and the other documents referred to above, including specifically, at the cost and expense of the relevant Security Provider, the use of its best efforts to assist in obtaining approval of the FCC or any other relevant Governmental Authority for any action or transaction contemplated by this Agreement for which such approval is or shall be required by applicable law, and specifically, without limitation, upon request, to prepare, sign and file with the FCC or any other relevant Governmental Authority the assignor’s or transferor’s portion of any application or applications for consent to the assignment of any Authorization or transfer of control necessary or appropriate under the FCC’s or any other relevant Governmental Authority’s rules and regulations for approval of (i) any sale, transfer or other disposition of the Collateral by, to or on behalf of the Security Agent (or its designee), or (ii) any assumption by the Security Agent (or its designee), or any purchaser pursuant to a public or private sale of the relevant Collateral, of voting rights in the Collateral effected in accordance with the terms of this Agreement or any other Finance Document. It is understood and agreed that all foreclosure and related actions will be made, to the extent applicable, in accordance with the Communications Act, as amended, and other applicable FCC rules and regulations and, to the extent required by applicable law, published policies and decisions thereunder and thereof and any other applicable law, rule or regulation.

Certain Regulatory Restrictions. Any provision contained herein or in any other Finance Document to the contrary notwithstanding, no action shall be taken hereunder or thereunder by the Security Agent or any Finance Party which would constitute or result in any assignment of any Authorization or any change of control (whether de jure or de facto) of any Security Provider the Pledgor or Subsidiary of any Security Provider the Pledgor if such assignment of any Authorization or change of control would require, under then existing applicable law, the prior approval of the FCC or any other relevant Governmental Authority without first obtaining such prior approval of the FCC or such other relevant Governmental Authority. Without limiting the foregoing, and to the extent applicable, the parties agree that, (i) voting rights will remain with Pledgor even after the occurrence of an Event of Default, (ii) in the event of default there will be either a public (i.e., auction) or private arms-length sale of the Pledged Collateral, and (iii) prior to the exercise of stockholder or membership rights by the purchaser at such public or private sale, the prior consent of the FCC or any other relevant Governmental Authority will be obtained. Upon the occurrence and during the continuance of an Event of Default each Security Provider the Pledgor agrees to take any action that the Security Agent may request from time to time to obtain from the FCC or any other relevant Governmental Authority such approval referred to in this Section and to enable the Security Agent to exercise and enjoy the full rights and benefits granted to the Security Agent by this Agreement and the other documents referred to above, including specifically, at the cost and expense of the relevant Security ProviderPledgor, the use of its best efforts to assist in obtaining approval of the FCC or any other relevant Governmental Authority for any action or transaction contemplated by this Agreement for which such approval is or shall be required by applicable law, and specifically, without limitation, upon request, to prepare, sign and file with the FCC or any other relevant Governmental Authority the assignor’s or transferor’s portion of any application or applications for consent to the assignment of any Authorization or transfer of control necessary or appropriate under the FCC’s or any other relevant Governmental Authority’s rules and regulations for approval of (i) any sale, transfer or other disposition of the Collateral by, to or on behalf of the Security Agent (or its designee), or (ii) any assumption by the Security Agent (or its designee), or any purchaser pursuant to a public or private sale of the relevant Collateral, of voting rights in the Collateral effected in accordance with the terms of this Agreement or any other Finance Document. It is understood and agreed that all foreclosure and related actions will be made, to the extent applicable, in accordance with the Communications Act, as amended, and other applicable FCC rules and regulations and, to the extent required by applicable law, published policies and decisions thereunder and thereof and any other applicable law, rule or regulation.

Certain Regulatory Restrictions. Any provision contained herein or in any other Finance Document to the contrary notwithstanding, no action shall be taken hereunder or thereunder by the Security Agent or any Finance Party which would constitute or result in any assignment of any Authorization or any change of control (whether de jure or de facto) of any Security Provider Pledgor or Subsidiary of any Security Provider Pledgor if such assignment of any Authorization or change of control would require, under then existing applicable law, the prior approval of the FCC or any other relevant Governmental Authority without first obtaining such prior approval of the FCC or such other relevant Governmental Authority. Without limiting the foregoing, and to the extent applicable, the parties agree that, (i) voting rights will remain with Pledgor even after the occurrence of an Event of Default, (ii) in the event of default there will be either a public (i.e., auction) or private arms-length sale of the Pledged Collateral, and (iii) prior to the exercise of stockholder or membership rights by the purchaser at such public or private sale, the prior consent of the FCC or any other relevant Governmental Authority will be obtained. Upon the occurrence and during the continuance of an Event of Default each Security Provider Pledgor agrees to take any action that the Security Agent may request from time to time to obtain from the FCC or any other relevant Governmental Authority such approval referred to in this Section and to enable the Security Agent to exercise and enjoy the full rights and benefits granted to the Security Agent by this Agreement and the other documents referred to above, including specifically, at the cost and expense of the relevant Security ProviderPledgor, the use of its best efforts to assist in obtaining approval of the FCC or any other relevant Governmental Authority for any action or transaction contemplated by this Agreement for which such approval is or shall be required by applicable law, and specifically, without limitation, upon request, to prepare, sign and file with the FCC or any other relevant Governmental Authority the assignor’s or transferor’s portion of any application or applications for consent to the assignment of any Authorization or transfer of control necessary or appropriate under the FCC’s or any other relevant Governmental Authority’s rules and regulations for approval of (i) any sale, transfer or other disposition of the Collateral by, to or on behalf of the Security Agent (or its designee), or (ii) any assumption by the Security Agent (or its designee), or any purchaser pursuant to a public or private sale of the relevant Collateral, of voting rights in the Collateral effected in accordance with the terms of this Agreement or any other Finance Document. It is understood and agreed that all foreclosure and related actions will be made, to the extent applicable, in accordance with the Communications Act, as amended, and other applicable FCC rules and regulations and, to the extent required by applicable law, published policies and decisions thereunder and thereof and any other applicable law, rule or regulation.