Common use of FCC and Municipal Approvals Clause in Contracts

FCC and Municipal Approvals. Notwithstanding anything herein or in any of the Security Documents to the contrary, but without limiting or waiving in any way the Borrower's obligations under Section 2.01, the Agent's and the Lenders' rights hereunder and under the Security Documents are subject to the Communications Act of 1934, as amended, and all applicable rules, regulations, administrative orders and policies of the of the FCC and other Specified Authorities. The Agent and the Lenders will not take any action pursuant to this Agreement or the Security Documents which would constitute or result in any assignment or transfer control of any FCC License, whether de jure or de facto, if such assignment or transfer of control would require under then existing law (including the written rules and regulations promulgated by the FCC), the prior approval of the FCC, without first obtaining such approval. The Agent and the Lenders specifically agree that (a) voting rights in the ownership interests of the Companies will remain with the holders thereof even in an Event of Default unless any required prior consent of the FCC or other Specified Authority shall have been obtained to the transfer of such voting rights; (b) in an Event of Default, there will be either a private or public sale of the ownership interests of the Companies; and (c) prior to the exercise of member or other equityholder rights by a purchaser at such sale, the prior consent of the FCC or other Specified Authority, pursuant to 47 U.S.C. ss. 310(d), in each case only if required, shall have been obtained prior to such exercise. The Borrower agrees to take any action which the Agent or any Lender may reasonably request in order to cause the Agent and the Lenders to obtain and enjoy the full rights and benefits granted to by this Agreement and the other Loan Documents, including specifically, at the cost and expense of the Borrower, the use of its best efforts to assist in obtaining approval of the FCC or any other Governmental Authority for any action or transaction contemplated by this Agreement or any Security Document which is then required by law, and specifically, without limitation, upon request following an Event of Default, to share with the Agent and the Lenders any FCC registration numbers, account numbers and passwords for the FCC's CDBS System, and to prepare, sign (and/or certify ) and file (or cause to be prepared, signed (and/or certified) and filed) with the FCC or other Governmental Authority the assignor's, transferor's or controlling person's portion of any application or applications for consent to (i) the assignment of any FCC License or transfer or control thereof, (ii) any sale or sales of property constituting any Collateral by or on behalf of the Lenders or (iii) any assumption by the Agent or the Lenders or their designees of voting rights or management rights in property constituting any Collateral effected in accordance with the terms of this Agreement.

FCC and Municipal Approvals. Notwithstanding anything herein or in any of the Security Documents to the contrary, but without limiting or waiving in any way the Borrower's obligations under Section 2.01, the Agent's and the Lenders' rights hereunder and under the Security Documents are subject to the Communications Act of 1934, as amended, and all applicable rules, regulations, administrative orders rules and policies of the regulations of the FCC and other Specified Authorities. The Agent and the Lenders will not take any action pursuant to this Agreement or the Security Documents which would constitute or result in any assignment or transfer control of any FCC LicenseLicense or CATV Franchise, whether de jure or de facto, if such assignment or transfer of control would require under then existing law (including the written rules and regulations promulgated by the FCC), the prior approval of the FCCFCC or other Specified Authority, without first obtaining such approval. The Agent and the Lenders specifically agree that (a) voting rights in the ownership interests of the Companies will remain with the holders thereof even in an Event of Default unless any required prior consent of the FCC or other Specified Authority shall have been be obtained to the transfer of such voting rights; (b) in an Event of Default, there will be either a private or public sale of the ownership interests of the Companies; and (c) prior to the exercise of member or other equityholder rights by a purchaser at such sale, the prior consent of the FCC or other Specified AuthorityFCC, pursuant to 47 U.S.C. ss. 310(d), in each case only if required, shall have been will be obtained prior to such exercise. The Borrower agrees to take any action which the Agent or any Lender may reasonably request in order to cause the Agent and the Lenders to obtain and enjoy the full rights and benefits granted to by this Agreement and the other Loan Documents, including specifically, at the cost and expense of the Borrower, the use of its best efforts to assist in obtaining approval of the FCC or any state or municipality or other Governmental Authority governmental authority for any action or transaction contemplated by this Agreement or any Security Document which is then required by law, and specifically, without limitation, upon request following an Event of Default, to share with the Agent and the Lenders any FCC registration numbers, account numbers and passwords for the FCC's CDBS System, and to prepare, sign (and/or certify ) and file (or cause to be prepared, signed (and/or certified) and filed) with the FCC or such state or municipality or other Governmental Authority governmental authority the assignor's, transferor's or controlling person's portion of any application or applications for consent to (i) the assignment of any FCC License or transfer or control thereof, (ii) any sale or sales of property constituting any Collateral by or on behalf of the Lenders or (iii) any assumption by the Agent or the Lenders or their designees of voting rights or management rights in property constituting any Collateral effected in accordance with the terms of this Agreement.

FCC and Municipal Approvals. Notwithstanding anything herein or in any of the Security Documents to the contrary, but without limiting or waiving in any way the Borrower's obligations under Section 2.01the applicable provisions of the Security Documents, the Agent's and the Lenders' rights hereunder and under the Security Documents are subject to the Communications Act of 1934, as amended, and all applicable rules, regulations, administrative orders rules and policies of the regulations of the FCC and other Specified Authorities. The Agent and the Lenders will not take any action pursuant to this Agreement or the Security Documents which would constitute or result in any assignment or transfer control of any FCC License, whether de jure or de facto, if such assignment or transfer of control would require under then existing law (including the written rules and regulations promulgated by the FCC), the prior approval of the FCCFCC or other Specified Authority, without first obtaining such approval. The Agent and the Lenders specifically agree that (a) voting rights in the ownership interests of the Companies will remain with the holders thereof even in an Event of Default unless any required prior consent of the FCC or other Specified Authority shall have been be obtained to the transfer of such voting rights; (b) in an Event of Default, there will be either a private or public sale of the ownership interests of the Companies; and (c) prior to the exercise of member or other equityholder rights by a purchaser at such sale, the prior consent of the FCC or other Specified AuthorityFCC, pursuant to 47 U.S.C. USC ss. 310(d), in each case only if required, shall have been will be obtained prior to such exercise. The Borrower agrees to take any action which the Agent or any Lender may reasonably request in order to cause the Agent and the Lenders to obtain and enjoy the full rights and benefits granted to by this Agreement and the other Loan Documents, including specifically, at the cost and expense of the Borrower, the use of its best efforts to assist in obtaining approval of the FCC or any state or municipality or other Governmental Authority governmental authority for any action or transaction contemplated by this Agreement or any Security Document which is then required by law, and specifically, without limitation, upon request following an Event of Default, to share with the Agent and the Lenders any FCC registration numbers, account numbers and passwords for the FCC's CDBS System, and to prepare, sign (and/or certify ) and file (or cause to be prepared, signed (and/or certified) and filed) with the FCC or such state or municipality or other Governmental Authority governmental authority the assignor's, transferor's or controlling person's portion of any application or applications for consent to (i) the assignment of any FCC License or transfer or control thereof, (ii) any sale or sales of property constituting any Collateral by or on behalf of the Lenders or (iii) any assumption by the Agent or the Lenders or their designees of voting rights or management rights in property constituting any Collateral effected in accordance with the terms of this Agreement.

FCC and Municipal Approvals. Notwithstanding anything herein or in any of the Security Documents to the contrary, but without limiting or waiving in any way the Borrower's obligations under Section 2.01, the The Agent's and the LendersSecured Parties' rights hereunder and under the Security Documents are subject to the Communications Act of 1934, as amended, and all applicable rules, regulations, administrative orders rules and policies of the regulations of the FCC and other Specified Authoritiesall municipal ordinances and state law by which any License is created or granted. The Notwithstanding anything to the contrary contained herein, neither the Agent and nor any of the Lenders Secured Parties will not take any action pursuant to this Agreement or the Security Documents which would constitute or result in any assignment or transfer control of any FCC Licenselicense or any transfer of control of the Debtor or any FCC license, whether de jure or de facto, if such assignment of license or transfer of control would require under then existing law (including the written rules and regulations promulgated by the FCC), the prior approval of the FCC, without first obtaining such approval. The Agent and the Lenders specifically agree that (a) voting rights in the ownership interests of the Companies will remain with the holders thereof even in an Event of Default unless any required prior consent of the FCC or other Specified Authority shall have been obtained to the transfer of such voting rights; (b) in an Event of Default, there will be either a private or public sale of the ownership interests of the Companies; and (c) prior to the exercise of member or other equityholder rights by a purchaser at such sale, the prior consent of the FCC or other Specified Authority, pursuant to 47 U.S.C. ss. 310(d), in each case only if required, shall have been obtained prior to such exercise. The Borrower Debtor agrees to take any action action, at the Debtor's sole cost and expense, which the Agent or any Lender may reasonably request in order to cause the Agent and the Lenders to obtain and enjoy the full rights and benefits granted to the Agent and the Secured Parties by this Agreement and each other agreement, instrument and document delivered to the other Loan DocumentsAgent and the Secured Parties in connection herewith or in any document evidencing or securing the Collateral, including specifically, at the Debtor's own cost and expense of the Borrowerexpense, the use of its best efforts to assist in obtaining approval of the FCC or any state or municipality or other Governmental Authority governmental authority for any action or transaction contemplated by by, and consistent with the terms of, this Agreement or any Security Document which is then required by law, and specifically, without limitation, upon request following after an Event of Default, to share with the Agent and the Lenders any FCC registration numbers, account numbers and passwords for the FCC's CDBS System, and to prepare, sign (and/or certify ) and file (or cause to be prepared, signed (and/or certified) and filed) with the FCC or any state or municipality or other Governmental Authority governmental authority the assignor's, transferor's or controlling persontransferor's portion of any application or applications for consent to (ia) the assignment of any FCC License Licenses or transfer or of control thereof, (iib) any sale or sales of property constituting any the Collateral by or on behalf any of the Lenders Secured Parties or the Agent on their behalf, or (iiic) any assumption by any of the Secured Parties or the Agent or the Lenders or on their designees behalf of voting rights or management rights in property constituting any the Collateral effected in accordance with the terms of this Agreement. Furthermore, notwithstanding anything to the contrary contained in this Agreement, the Agent and the Secured Parties agree that (aa) voting rights in the Pledged Securities shall remain with the Debtor even upon an Event of Default unless all required prior approvals of the FCC to the transfer of such voting rights shall have been obtained, (bb) upon an Event of Default, and only if so permitted by this Agreement, the Agent or the Secured Parties may dispose of the Pledged Securities, but only by private or public sale or other means acceptable to the FCC, and (cc) prior to the exercise of stockholder or other equityholder rights by a purchaser at such sale, all necessary FCC consents with respect to such sale shall be timely obtained.

FCC and Municipal Approvals. Notwithstanding anything herein or in any of the Security Documents to the contrary, but without limiting or waiving in any way the Borrower's obligations under Section 2.01, the Agent's and the Lenders' rights hereunder and under the Security Documents are subject to the Communications Act of 1934, as amended, and all applicable rules, regulations, administrative orders rules and policies of the regulations of the FCC and other Specified Authoritiesall municipal ordinances and state law by which any Franchise is created or granted. The Agent and the Lenders will not take any action pursuant to this Agreement or the Security Documents which would constitute or result in any assignment or transfer control of any an y FCC License, whether de jure or de facto, if such assignment or transfer of control would require under then existing law (including the written rules and regulations promulgated by the FCC), the prior approval of the FCC, without first obtaining such approval. The Agent and the Lenders specifically agree that (a) voting rights in the ownership interests capital stock of the Companies will remain with the holders thereof even in an Event of Default unless any required prior consent of the FCC or other Specified Authority shall have been be obtained to the transfer of such voting rights; (b) in an Event of Default, there will be either a private or public sale of the ownership interests capital stock of the Companies; and (c) prior to the exercise of member stockholder or other equityholder rights by a purchaser at such sale, the prior consent of the FCC or other Specified AuthorityFCC, pursuant to 47 U.S.C. ss. 310(d), in each case only if required, shall have been will be obtained prior to such exercise. The Borrower agrees to take any action which the Agent or any Lender may reasonably request in order to cause the Agent and the Lenders to obtain and enjoy the full rights and benefits granted to the Agent and the Lenders by this Agreement and the other Loan Security Documents, including specifically, at the cost and expense of the Borrower, the use of its best efforts to assist in obtaining approval of the FCC or any state or municipality or other Governmental Authority governmental authority for any action or transaction contemplated by this Agreement or any Security Document which is then required by law, and specifically, without limitation, upon request following an Event of Default, to share with the Agent and the Lenders any FCC registration numbers, account numbers and passwords for the FCC's CDBS System, and to prepare, sign (and/or certify ) and file (or cause to be prepared, signed (and/or certified) and filed) with the FCC or such state or municipality or other Governmental Authority governmental authority the assignor's, transferor's or controlling person's portion of any application or applications for consent to (i) the assignment of any FCC License or Franchise or transfer or of control thereof, (ii) any sale or sales of property constituting any Collateral by or on behalf of the Lenders or (iii) any assumption by the Agent or the Lenders or their designees of voting rights or management rights in property constituting any Collateral effected in accordance with the terms of this Agreement.