Common use of CONTROL; LIMITATION OF RIGHTS Clause in Contracts

CONTROL; LIMITATION OF RIGHTS. (a) Notwithstanding anything herein to the contrary, this Pledge Agreement, the other Loan Documents, the Citicasters L/C Documents and the transactions contemplated hereby and thereby (i) do not and will not constitute, create, or have the effect of constituting or creating, directly or indirectly, actual or practical ownership of any Subsidiary by the Agent, the Co-Agents, the Banks, any L/C Providers or any Interest Rate Providers, or control, affirmative or negative, direct or indirect, by the Agent, the Co-Agents, the Banks, any L/C Providers or any Interest Rate Providers over the management or any other aspect of the operation of any Subsidiary, which ownership and control remain exclusively and at all times in such Subsidiary and the Company, and (ii) do not and will not constitute the transfer, assignment, or disposition in any manner, voluntarily or involuntarily, directly or indirectly, of any license at any time issued by the FCC to any Subsidiary ("License"), or the transfer of control of any such Subsidiary within the meaning of Section 310 of the Communications Act of 1934, as amended. (b) Notwithstanding any other provision of this Pledge 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, the Co-Agents, the Banks, the L/C Providers and Interest Rate Providers hereunder which would affect the operational, voting, or other control of any Subsidiary, shall be pursuant to Section 310 of the Communications Act of 1934, as amended, to any applicable state laws and to the applicable rules and regulations thereunder and, if and to the extent required thereby, subject to the prior approval of the FCC. (c) Subject to Section 7(e) hereof, if a Default shall have occurred and be continuing or a default under the Citicasters L/C Documents shall have occurred and be continuing, the Company shall take any action which the Agent, on behalf of the Agent, the Co-Agents, the Banks, any L/C Providers and any Interest Rate Providers, may reasonably request in order to transfer and assign to the Agent, or to such one or more third parties as the Agent may designate, or to a combination of the foregoing, each License. To enforce the provisions of this Section 7, the 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 an involuntary transfer of control of each such License for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Company hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Company shall refuse to authorize the transfer, the Company's approval may be required by the court. Upon the occurrence and continuance of a Default or a default under any of the Citicasters L/C Documents, the Company shall further use its best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated by this Pledge 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 License or transfer of control necessary or appropriate under the FCC's rules and regulations for approval of the transfer or assignment of any portion of the Collateral, together with any License. (d) The Company acknowledges that the assignment or transfer of each License is integral to the Agent's, the Co-Agents', the Banks', any L/C Provider's and any Interest Rate Provider's realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Company to comply with the provisions of this Section 7 and that such failure would not be adequately compensable in damages, and therefore agrees that the agreements contained in this Section 7 may be specifically enforced. (e) Notwithstanding anything to the contrary contained in this Pledge Agreement or in any other Loan Document, neither the Agent, any Co-Agent, any Bank, any L/C Provider nor shall any Interest Rate Provider shall, without first obtaining the approval of the FCC, take any action pursuant to this Pledge Agreement which would constitute or result in any assignment of a License or any change of control of any License or any Subsidiary if such assignment or change in control would require, under then existing law (including the written rules and regulations promulgated by the FCC), the prior approval of the FCC.

CONTROL; LIMITATION OF RIGHTS. (a) Notwithstanding anything herein to the contrary, except for the grant of a security interest hereunder to the extent permitted by law, this Pledge Agreement, the other Loan Documents, the Citicasters L/C Documents Intercompany Agreement and the transactions contemplated hereby and thereby (i) do not and will not constitute, create, or have the effect of constituting or creating, directly or indirectly, actual or practical ownership of any Subsidiary by the Agent, the Co-Agents, the Banks, any L/C Providers or any Interest Rate Providers, or control, affirmative or negative, direct or indirect, by the Agent, the Co-Agents, the Banks, any L/C Providers or any Interest Rate Providers over the management or any other aspect of the operation of any Subsidiary, which ownership and control remain exclusively and at all times in such Subsidiary and the Company, and (ii) do not and will not constitute the transfer, assignment, or disposition in any manner, voluntarily or involuntarily, directly or indirectly, of any license at any time issued by the FCC to any Subsidiary Grantor ("License"), or the transfer of control of any such Subsidiary Grantor within the meaning of Section 310 of the Communications Act of 1934, as amended. (b) Notwithstanding any other provision of this Pledge Intercompany Agreement, any foreclosure on, sale, transfer 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 Company, the Agent, the Co-Agents, the Banks, the any L/C Providers and any Interest Rate Providers hereunder which would affect the operational, voting, or other control of any SubsidiaryGrantor, shall be pursuant to Section 310 of the Communications Act of 1934, as amended, to any applicable state laws and to the applicable rules and regulations thereunder and, if and to the extent required thereby, subject to the prior approval of the FCC. (c) Subject to Section 7(e) hereof8.18(e), if a Default shall have occurred and be continuing or a default under the Citicasters L/C Documents Default shall have occurred and be continuing, the Company each Grantor shall take any action which the Agent, on behalf of the Agent, the Co-Agents, the Banks, any L/C Providers and any Interest Rate Providers, Company may reasonably request in order to transfer and assign to the Agent, Company or to such one or more third parties as the Agent Company may designate, or to a combination of the foregoing, each License. To enforce the provisions of this Section 7, 8.18 the Agent Company 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 an involuntary transfer of control of each such License for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Company Each Grantor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Company any Grantor shall refuse to authorize the transfer, the Companysuch Grantor's approval may be required by the court. Upon the occurrence and continuance of a Default or a default under any of the Citicasters L/C DocumentsDefault, the Company each Grantor shall further use its best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated by this Pledge Intercompany 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 License or transfer of control necessary or appropriate under the FCC's rules and regulations for approval of the transfer or assignment of any portion of the Collateral, together with any License. (d) The Company Each Grantor acknowledges that the assignment or transfer of each License is integral to the Agent's, the Co-Agents', the Banks', any L/C Provider's and any Interest Rate ProviderCompany's realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Company such Grantor to comply with the provisions of this Section 7 8.18 and that such failure would not be adequately compensable in damages, and therefore agrees that the agreements contained in this Section 7 may be specifically enforced.the (e) Notwithstanding anything to the contrary contained in this Pledge Intercompany Agreement or in any other Loan Document, neither the Agent, any Co-Agent, any Bank, any L/C Provider nor Company shall any Interest Rate Provider shallnot, without first obtaining the approval of the FCC, take any action pursuant to this Pledge Intercompany Agreement which would constitute or result in any assignment of a License or any change of control of any License or any Subsidiary Grantor if such assignment or change in control would require, under then existing law (including the written rules and regulations promulgated by the FCC), the prior approval of the FCC.

CONTROL; LIMITATION OF RIGHTS. (a) Notwithstanding anything herein to the contrary, this Pledge Subsidiary Security Agreement, the other Loan Documents, the Citicasters L/C Documents and the transactions contemplated hereby and thereby (i) do not and will not constitute, create, or have the effect of constituting or creating, directly or indirectly, actual or practical ownership of any Subsidiary Grantor by the Agent, the Co-Agents, the Banks, any L/C Providers or any Interest Rate Providers, or control, affirmative or negative, direct or indirect, by the Agent, the Co-Agents, the Banks, any L/C Providers or any Interest Rate Providers over the management or any other aspect of the operation of any SubsidiaryGrantor, which ownership and control remain remains exclusively and at all times in the Company and such Subsidiary and the CompanyGrantor, and (ii) except for the grant of a security interest hereunder to the extent permitted by law, do not and will not constitute the transfer, assignment, or disposition in any manner, voluntarily or involuntarily, directly or indirectly, of any license at any time issued by the FCC to any Subsidiary Grantor ("License"), or the transfer of control of any such Subsidiary Grantor within the meaning of Section 310 of the Communications Act of 1934, as amended. (b) Notwithstanding any other provision of this Pledge Subsidiary Security 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, the Co-Co- Agents, the Banks, the any L/C Providers and any Interest Rate Providers hereunder which would affect the operational, voting, or other control of any SubsidiaryGrantor, shall be pursuant to Section 310 of the Communications Act of 1934, as amended, to any applicable state laws and to the applicable rules and regulations thereunder and, if and to the extent required thereby, subject to the prior approval of the FCC. (c) Subject to Section 7(e) hereof8.18(e), if a Default shall have occurred and be continuing or a default under the Citicasters L/C Documents Default shall have occurred and be continuing, the Company each Grantor shall take any action which the Agent, on behalf of the Agent, the Co-Agents, the Banks, any L/C Providers and any Interest Rate Providers, Providers may reasonably request in order to transfer and assign to the Agent, or to such one or more third parties as the Agent may designate, or to a combination of the foregoing, each License. To enforce the provisions of this Section 7, 8.18 the 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 an involuntary transfer of control of each such License for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Company Each Grantor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Company any Grantor shall refuse to authorize the transfer, the Companysuch Grantor's approval may be required by the court. Upon the occurrence and continuance of a Default or a default under any of the Citicasters L/C DocumentsDefault, the Company each Grantor shall further use its best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated by this Pledge Subsidiary Security 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 License or transfer of control necessary or appropriate under the FCC's rules and regulations for approval of the transfer or assignment of any portion of the Collateral, together with any License. (d) The Company Each Grantor acknowledges that the assignment or transfer of each License is integral to the Agent's, the Co-Agents', the Banks', any L/C Provider's and any Interest Rate Provider's realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Company such Grantor to comply with the provisions of this Section 7 and that such failure would not be adequately compensable in damages, and therefore agrees that the agreements contained in this Section 7 may be specifically enforced.provi- (e) Notwithstanding anything to the contrary contained in this Pledge Subsidiary Security Agreement or in any other Loan Transaction Document, neither the Agent, any Co-Agent, any Bank, any L/C Provider nor shall any Interest Rate Provider shall, without first obtaining the approval of the FCC, take any action pursuant to this Pledge Subsidiary Security Agreement which would constitute or result in any assignment of a License or any change of control of any License or any Subsidiary Grantor if such assignment or change in control would require, under then existing law (including the written rules and regulations promulgated by the FCC), the prior approval of the FCC.

CONTROL; LIMITATION OF RIGHTS. (a) Notwithstanding anything herein to the contrary, this Primary Pledge Agreement, the other Loan Documents, the Citicasters L/C Documents and the transactions contemplated hereby and thereby (i) do not and will not constitute, create, or have the effect of constituting or creating, directly or indirectly, actual or practical ownership of any Subsidiary by the Agent, the Co-Agents, the Banks, any L/C Providers or any Interest Rate Providers, or control, affirmative or negative, direct or indirect, by the Agent, the Co-Agents, the Banks, any L/C Providers or any Interest Rate Providers over the management or any other aspect of the operation of any Subsidiary, which ownership and control remain exclusively and at all times in such Subsidiary and the Company, and (ii) do not and will not constitute the transfer, assignment, or disposition in any manner, voluntarily or involuntarily, directly or indirectly, of any license at any time issued by the FCC to any Subsidiary ("License"), or the transfer of control of any such Subsidiary within the meaning of Section 310 of the Communications Act of 1934, as amended. (b) Notwithstanding any other provision of this Primary Pledge 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, the Co-Co- Agents, the Banks, the L/C Providers and Interest Rate Providers hereunder which would affect the operational, voting, or other control of any Subsidiary, shall be pursuant to Section 310 of the Communications Act of 1934, as amended, to any applicable state laws and to the applicable rules and regulations thereunder and, if and to the extent required thereby, subject to the prior approval of the FCC. (c) Subject to Section 7(e) hereof, if a Default shall have occurred and be continuing or a default under the Citicasters L/C Documents shall have occurred and be continuing, the Company shall take any action which the Agent, on behalf of the Agent, the Co-Agents, the Banks, any L/C Providers and any Interest Rate Providers, may reasonably request in order to transfer and assign to the Agent, or to such one or more third parties as the Agent may designate, or to a combination of the foregoing, each License. To enforce the provisions of this Section 7, the 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 an involuntary transfer of control of each such License for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Company hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Company shall refuse to authorize the transfer, the Company's approval may be required by the court. Upon the occurrence and continuance of a Default or a default under any of the Citicasters L/C Documents, the Company shall further use its best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated by this Pledge 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 License or transfer of control necessary or appropriate under the FCC's rules and regulations for approval of the transfer or assignment of any portion of the Collateral, together with any License. (d) The Company acknowledges that the assignment or transfer of each License is integral to the Agent's, the Co-Agents', the Banks', any L/C Provider's and any Interest Rate Provider's realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Company to comply with the provisions of this Section 7 and that such failure would not be adequately compensable in damages, and therefore agrees that the agreements contained in this Section 7 may be specifically enforced. (e) Notwithstanding anything to the contrary contained in this Pledge Agreement or in any other Loan Document, neither the Agent, any Co-Agent, any Bank, any L/C Provider nor shall any Interest Rate Provider shall, without first obtaining the approval of the FCC, take any action pursuant to this Pledge Agreement which would constitute or result in any assignment of a License or any change of control of any License or any Subsidiary if such assignment or change in control would require, under then existing law (including the written rules and regulations promulgated by the FCC), the prior approval of the FCC.Interest