Common use of Compliance with Communications Act Clause in Contracts

Compliance with Communications Act. (i) Notwithstanding any other provision of this Agreement, any foreclosure on, sale, transfer or other disposition of, or the exercise of any right to vote or consent with respect to, any of the Collateral as provided herein or any other action taken or proposed to be taken by the Agent hereunder that would affect the operational, voting or other control of any entity holding a Media License or an Entravision Media License shall be made in accordance with the Communications Act and the terms of each Media License or Entravision Media License, including, to the extent applicable under the Communications Act in effect at the time of a Default, any requirement that there be a public or private sale. (ii) Notwithstanding anything to the contrary contained in this Agreement, or in the Loan Agreement or the other Loan Documents or in any other related instrument, the Agent shall not, without first obtaining any consent or approval of the FCC, take any action pursuant to this Agreement that would constitute or result in any change of control of a Subsidiary holding a Media License or an Entravision Media License if any such change in control would require, under then existing law, the prior approval of the FCC. (iii) If an Event of Default shall have occurred and be continuing, each Pledgor shall take any action which the Agent may reasonably request in the exercise of its rights and remedies under this Agreement in order to transfer and assign to the Agent or to one or more third parties as the Agent may designate, or to a combination of the foregoing, the Collateral for the purposes of a public or private sale. To enforce the provisions of this Section 14, the Agent is empowered to request, and each Pledgor agrees to authorize, the appointment of a receiver or trustee from any court of competent jurisdiction. Such receiver or trustee shall be instructed to seek from the FCC (and any other Governmental Authority, if required) any necessary prior consent to an involuntary transfer of control or assignment of any Media License or Entravision Media License or of any entity whose limited liability company interests are subject to this Agreement, for the purpose of seeking a bona fide purchaser to whom such Media License or Entravision Media License or control of such entity ultimately will be transferred or assigned in connection with a public or private sale. Each Pledgor hereby agrees to authorize (including such Pledgor's execution of any necessary or appropriate applications or other instruments) such an involuntary transfer of control or assignment upon the reasonable request of the receiver or trustee so appointed; and, if any Pledgor's approval is required by the court and such Pledgor shall refuse to authorize such transfer or assignment, then, to the extent permitted by the Communications Act in effect at such time and provided that such Pledgor has been given 5 Business Days' prior written notice telecopied to its telecopier number set forth on the signature pages hereof and such Pledgor has not responded by executing any such applications or other instruments, the clerk of the court may execute in the place of such Pledgor any application or other instrument necessary or appropriate for the obtaining of such consent. Upon the occurrence and during the continuance of an Event of Default, each Pledgor shall further use its best efforts to assist in obtaining the approval of the FCC (and that required by any other Governmental Authority) for any action or transaction contemplated by this Agreement, including without limitation, the preparation, execution and filing with the FCC of the assignor's or transferor's portion of any application or applications for consent to the assignment of any Media License or Entravision Media License or transfer of control of any entity holding or controlling any Media License or Entravision Media License as may be necessary or appropriate under the Communications Act for approval of the transfer or assignment of any portion of the Collateral or any Media License or Entravision Media License. Each Pledgor further agrees that, because of the unique nature of its undertaking in this Section 14, the same may be specifically enforced, and it hereby waives, and agrees to waive, any claim or defense that the Agent or the Lenders would have an adequate remedy at law for the breach of this undertaking and any requirement for the posting of bond or other security. This Section 14 shall not be deemed to limit any other rights of the Agent and the Lenders available under applicable law and consistent with the Communications Act.

Compliance with Communications Act. (i) Notwithstanding any other provision of this Agreement, any foreclosure on, sale, transfer or other disposition of, or the exercise of any right to vote or consent with respect to, any of the Collateral as provided herein or any other action taken or proposed to be taken by the Agent hereunder that which would affect the operational, voting or other control of any entity holding a Media License or an Entravision Media License shall be made in accordance with the Communications Act and the terms of each Media License or Entravision Media License, including, to the extent applicable under the Communications Act in effect at the time of a Default, any requirement that there be a public or private sale. (ii) Notwithstanding anything to the contrary contained in this Agreement, or in the Loan Agreement or the other Loan Documents or in any other related instrument, the Agent shall not, without first obtaining any consent or approval of the FCC, take any action pursuant to this Agreement that which would constitute or result in any change of control of a Subsidiary holding a Media License or an Entravision Media License if any such change in control would require, under then existing law, the prior approval of the FCC. (iii) If an Event of Default shall have occurred and be continuing, each Pledgor the Grantor shall take any action which the Agent may reasonably request in the exercise of its rights and remedies under this Agreement in order to transfer and assign to the Agent or to one or more third parties as the Agent may designate, or to a combination of the foregoing, the Collateral for the purposes of a public or private sale. To enforce the provisions of this Section 1416, the Agent is empowered to request, and each Pledgor the Grantor agrees to authorize, the appointment of a receiver or trustee from any court of competent jurisdiction. Such receiver or trustee shall be instructed to seek from the FCC (and any other Governmental Authority, if required) any necessary prior consent to an involuntary transfer of control or assignment of any Media License or Entravision Media License or of any entity whose limited liability company stock, partnership interests or other securities are subject to this Agreement, for the purpose of seeking a bona fide purchaser to whom such Media License or Entravision Media License or control of such entity ultimately will be transferred or assigned in connection with a public or private sale. Each Pledgor The Grantor hereby agrees to authorize (including such Pledgorthe Grantor's execution of any necessary or appropriate applications or other instruments) such an involuntary transfer of control or assignment upon the reasonable request of the receiver or trustee so appointed; and, if any Pledgorthe Grantor's approval is required by the court and such Pledgor the Grantor shall refuse to authorize such transfer or assignment, then, to the extent permitted by the Communications Act in effect at such time and provided that such Pledgor the Grantor has been given 5 Business Days' prior written notice telecopied to its telecopier number set forth on the signature pages hereof page hereof, and such Pledgor the Grantor has not responded by executing any such applications or other instruments, the clerk of the court may execute in the place of such Pledgor the Grantor any application or other instrument necessary or appropriate for the obtaining of such consent. Upon the occurrence and during the continuance of an Event of Default, each Pledgor the Grantor shall further use its best efforts to assist in obtaining the approval of the FCC (and that required by any other Governmental Authority) for any action or transaction contemplated by this Agreement, including without limitation, the preparation, execution and filing with the FCC of the assignor's or transferor's portion of any application or applications for consent to the assignment of any Media License or Entravision Media License or transfer of control of any entity holding or controlling any Media License or Entravision Media License as may be necessary or appropriate under the Communications Act for approval of the transfer or assignment of any portion of the Collateral or any Media License or Entravision Media License. Each Pledgor The Grantor further agrees that, because of the unique nature of its undertaking in this Section 1416, the same may be specifically enforced, and it hereby waives, and agrees to waive, any claim or defense that the Agent or the Lenders would have an adequate remedy at law for the breach of this undertaking and any requirement for the posting of bond or other security. This Section 14 16 shall not be deemed to limit any other rights of the Agent and the Lenders available under applicable law and consistent with the Communications Act.