Common use of FCC Approvals Clause in Contracts

FCC 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 2.0 1, the Agents and the Lenders' rights hereunder and under the Security Documents are subject to the Communications Act of 1934, as amended, and all applicable policies, rules and regulations of the FCC. 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 Communications Act of 1934, as amended, and the published policies, 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 and until any required prior consent of the FCC shall 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 membership 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, pursuant to 47 U.S.C. 3 1 0(d), in each case only if required, 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 commercially reasonable efforts to assist in obtaining approval of the FCC or any state or municipality or 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 prepare, sign and file (or cause to be filed) with the FCC or such state or municipality or other governmental authority the assignors, 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 Approvals. Notwithstanding anything herein or in any of the Security Loan Documents to the contrary, but without limiting or waiving in any way the Borrower's ’s obligations under Section 2.0 1this Agreement or the other Loan Documents, the Agents and the Lenders' Lender Group’s rights hereunder and under the Security Loan Documents are subject to the Communications Act of 1934, as amended, and all applicable policies, rules and regulations of the FCC. The Agent and the Lenders will not take any action pursuant to this Agreement or the Security Loan Documents which would constitute or result in any assignment or transfer of control of any FCC License, whether de jure or de facto, if such assignment or transfer of control would require under the then existing law (including the Communications Act of 1934, as amended, and the published policies, rules and regulations promulgated by the FCC), the prior approval of the FCC, without first obtaining such approval. The Without limiting the generality of the foregoing, Agent and the Lenders specifically hereby agree that (a) voting and consensual rights in the ownership interests of the Companies Borrower and its Subsidiaries will remain with the holders thereof even in of such voting and consensual rights upon and following the occurrence of an Event of Default unless and until any required prior consent approvals of the FCC shall be obtained to the transfer of such voting rightsand consensual rights to Agent shall have been obtained; (b) in an upon the occurrence of any Event of Default, Default and foreclosure of such rights there will be either a private or public sale of the membership interests of the Companiessuch rights; and (c) prior to the exercise of member such voting or other equityholder consensual rights by a the purchaser at any such sale, the prior consent of the FCC, FCC pursuant to 47 U.S.C. 3 1 0(d), in each case only if required, §310(d) will be obtained prior if required. It is the intention of the parties hereto that the Liens in favor of 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 Borrower or its Subsidiaries except in accordance with the provisions of such exercisestatutory requirements, rules and regulations. The Borrower agrees to take any action which the Agent or any Lender may reasonably request in order to cause the Agent that, if an Event of Default shall have occurred 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 commercially reasonable efforts to assist in obtaining approval of the FCC or any state or municipality or 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 limitationbe continuing, upon request from time to time by Agent during such circumstance it will use its best efforts to obtain any governmental, regulatory or third party consents, approvals or authorizations referred to in this Section 17.8, including upon any request of Agent following the occurrence and during the continuance of an Event of Default, to prepare, sign and file with the FCC (or cause to be filed) prepared signed and filed with the FCC or such state or municipality or other governmental authority the assignors, transferor's or controlling person's portion of FCC) any application or applications for consent to (i) the assignment of the licenses pertaining to the Stations of Borrower and its Subsidiaries or to the transfer of control of Borrower or any FCC License of its Subsidiaries required to be signed by any Person controlled by it necessary or transfer or control thereof, (ii) appropriate under the FCC’s rules and regulations for approval of any sale or sales transfer of property constituting any Collateral by or on behalf of the Lenders voting or (iii) any assumption by the Agent consensual rights or the Lenders assets of Borrower or their designees any of voting rights its Subsidiaries or management rights any transfer of control in property constituting respect of any Collateral effected license pertaining to the Stations of Borrowers and its Subsidiaries. Such efforts shall include, without limitation, providing to Agent any FCC registration numbers, tax identification numbers, account numbers and passwords for the FCC’s CDBS electronic filing system for Agent’s use in accordance connection with the terms preparation, filing and prosecution of this Agreementsuch applications for FCC consent.

FCC Approvals. Notwithstanding anything herein or in any of the Security other Loan Documents to the contrary, to the extent this Agreement or any other Loan Document purports to require any Credit Party to grant to Agent, on behalf and for the ratable benefit of Lenders, a security interest in the FCC Licenses of such Credit Party, Agent, on behalf and for the ratable benefit of Lenders, shall only have a security interest in such FCC licenses at such times and to the extent that a security interest in such FCC licenses is permitted under Applicable Law. Notwithstanding anything herein or in any other Loan Documents, but without limiting or waiving in any way the Borrower's obligations under Section 2.0 1Obligations of the Parent, the Agents Borrowers or any Credit Party, as the case may be, hereunder or thereunder, 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 policies, rules and regulations of the FCCAct. The Agent (on behalf of Lenders) 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 of 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 Communications Act of 1934, as amended, and the published policies, rules and regulations promulgated by the FCCAct), the prior approval of the FCCFCC or any Governmental Authority, without first obtaining such approval. The Agent and the Lenders specifically agree that (a) voting rights in the ownership interests Each of the Companies will remain with Parent, Borrowers and any Credit Party, as the holders thereof even in an Event of Default unless and until any required prior consent of the FCC case may be, shall 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 membership 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, pursuant to 47 U.S.C. 3 1 0(d), in each case only if required, 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 Agent (on behalf of the Agent Lenders) and the Lenders to obtain and enjoy the full rights and benefits granted to by this Agreement and the other Loan DocumentsGuarantees, including specifically, at the cost and expense of the BorrowerParent, the use of its commercially reasonable efforts to Borrowers and any Credit Party, shall assist in obtaining the approval of the FCC or any state or municipality or other governmental authority Governmental Authority for any an action or transaction contemplated by this Agreement or any Security Document the Guarantees which is are then required by law, and specifically, without limitation, upon request following upon and during the continuance of an Event of Default, to shall prepare, sign (or the electronic equivalent thereof) and file (or cause to be filed) with the FCC or such state or municipality or other governmental authority Governmental Authority the assignorsassignor'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 of control thereof, (ii) any sale or sales of property constituting any Collateral by or Agent on behalf of the Lenders Lenders, or (iii) any assumption assignment by the Agent or Agent, the Lenders or their designees of voting rights or management rights in property constituting any Collateral effected in accordance with the terms of this AgreementAgreement or any other Loan Documents, and thereafter shall vigorously prosecute such application or applications.

FCC Approvals. Notwithstanding anything herein or in any of the Security Documents to the contraryother Loan Document, but without limiting or waiving in any way the Borrower's obligations under Section 2.0 1Obligations of the Borrower or any Material Subsidiary, as the case may be, hereunder or thereunder, the Agents and the Lenders' Agent's rights hereunder and under the Security Documents are subject to the Communications Act of 1934, as amended, and all applicable policies, rules and regulations of the FCC. The Agent and (on behalf of the Lenders 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, whether de jure or de facto, if such assignment or transfer of control would require under then existing law (including the Communications Act of 1934, as amended, and the published policies, rules and regulations promulgated by the FCC), the prior approval of the FCCFCC or any other Governmental Authority, without first obtaining such approval. The Agent and the Lenders specifically agree that (a) voting rights in the ownership interests Each of the Companies will remain with Borrower and any Material Subsidiary, as the holders thereof even in an Event of Default unless and until any required prior consent of the FCC shall be obtained to the transfer of such voting rights; (b) in an Event of Defaultcase may be, there will be either a private or public sale of the membership 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, pursuant to 47 U.S.C. 3 1 0(d), in each case only if required, 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 (on behalf of the Lenders Lenders) to obtain and enjoy the full rights and benefits granted to by this Agreement and the other Loan DocumentsGuarantees, including specifically, at the cost and expense of the BorrowerBorrower and any Material Subsidiaries, the use of its their commercially reasonable best efforts to assist in obtaining approval of the FCC or any state or municipality or other governmental authority Governmental Authority for any an action or transaction contemplated by this Agreement or any Security Document the Guarantees which is are then required by law, and specifically, without limitation, upon request following upon and during the continuance of an Event of Default, to prepare, sign and file (or cause to be filed) with the FCC or such state or municipality or other governmental authority Governmental Authority the assignorsassignor's, transferor's or controlling person's portion of any application or applications for consent to (i) the assignment of any FCC License license or transfer or control thereof, (ii) any sale or sales of property constituting any Collateral by the Agent or on behalf of the Lenders Lenders, or (iii) any assumption by the Agent or Agent, the Lenders or their designees of voting rights or management rights in property constituting any Collateral effected in accordance with the terms of this AgreementAgreement or any other Loan Document.

FCC 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 2.0 12.1, the Agents 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 policies, rules and regulations of the FCC. 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 Communications Act of 1934, as amended, and the published policies, 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 and until any required prior consent of the FCC shall 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 membership 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, pursuant to 47 U.S.C. 3 1 0(dss. 310(d), in each case only if required, 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 commercially reasonable best efforts to assist in obtaining approval of the FCC or any state or municipality or 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 prepare, sign and file (or cause to be filed) with the FCC or such state or municipality or other governmental authority the assignorsassignor'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 Approvals. Notwithstanding anything herein or in any of the Security Documents to the contraryother Loan Document, but without limiting or waiving in any way the Borrower's obligations under Section 2.0 1Obligations of the Parent, the Agents and Borrower or any Restricted Subsidiary, as the Lenders' case may be, hereunder or thereunder, the Agent's rights hereunder and under the Security Documents are subject to the Communications Act of 1934, as amended, and all applicable policies, rules and regulations of the FCC. The Agent and (on behalf of the Lenders 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, whether de jure or de facto, if such assignment or transfer of control would require under then existing law (including the Communications Act of 1934, as amended, and the published policies, rules and regulations promulgated by the FCC), the prior approval of the FCCFCC or any other Governmental Authority, without first obtaining such approval. The Agent and the Lenders specifically agree that (a) voting rights in the ownership interests Each of the Companies will remain with Parent, Borrower and any Restricted Subsidiary, as the holders thereof even in an Event of Default unless and until any required prior consent of the FCC shall be obtained to the transfer of such voting rights; (b) in an Event of Defaultcase may be, there will be either a private or public sale of the membership 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, pursuant to 47 U.S.C. 3 1 0(d), in each case only if required, 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 (on behalf of the Lenders Lenders) to obtain and enjoy the full rights and benefits granted to by this Agreement and the other Loan DocumentsGuarantees, including specifically, at the cost and expense of the BorrowerParent, the Borrower and any Restricted Subsidiaries, the use of its their commercially reasonable best efforts to assist in obtaining approval of the FCC or any state or municipality or other governmental authority Governmental Authority for any an action or transaction contemplated by this Agreement or any Security Document the Guarantees which is are then required by law, and specifically, without limitation, upon request following upon and during the continuance of an Event of Default, to prepare, sign and file (or cause to be filed) with the FCC or such state or municipality or other governmental authority Governmental Authority the assignorsassignor's, transferor's or controlling person's portion of any application or applications for consent to (i) the assignment of any FCC License license or transfer or control thereof, (ii) any sale or sales of property constituting any Collateral by the Agent or on behalf of the Lenders Lenders, or (iii) any assumption by the Agent or Agent, the Lenders or their designees of voting rights or management rights in property constituting any Collateral effected in accordance with the terms of this AgreementAgreement or any other Loan Document.

FCC Approvals. Notwithstanding anything herein or in any of the Security Loan Documents to the contrary, but without limiting or waiving in any way the Borrower's ’s obligations under Section 2.0 1this Agreement or the other Loan Documents, the Agents and the Lenders' Lender Group’s rights hereunder and under the Security Loan Documents are subject to the Communications Act of 1934, as amended, and all applicable policies, rules and regulations of the FCC. The Agent and the Lenders will not take any action pursuant to this Agreement or the Security Loan Documents which would constitute or result in any assignment or transfer of control of any FCC License, whether de jure or de facto, if such assignment or transfer of control would require under the then existing law (including the Communications Act of 1934, as amended, and the published policies, rules and regulations promulgated by the FCC), the prior approval of the FCC, without first obtaining such approval. The Without limiting the generality of the foregoing, Agent and the Lenders specifically hereby agree that (a) voting and consensual rights in the ownership interests of the Companies Borrower and its Subsidiaries will remain with the holders thereof even in of such voting and consensual rights upon and following the occurrence of an Event of Default unless and until any required prior consent approvals of the FCC shall be obtained to the transfer of such voting rightsand consensual rights to Agent shall have been obtained; (b) in an upon the occurrence of any Event of Default, Default and foreclosure of such rights there will be either a private or public sale of the membership interests of the Companiessuch rights; and (c) prior to the exercise of member such voting or other equityholder consensual rights by a the purchaser at any such sale, the prior consent of the FCC, FCC pursuant to 47 U.S.C. 3 1 0(d), in each case only if required, §310(d) will be obtained prior if required. It is the intention of the parties hereto that the Liens in favor of 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 Borrower or its Subsidiaries except in accordance with the provisions of such exercisestatutory requirements, rules and regulations. The Borrower agrees that, if an Event of Default shall have occurred and be continuing, subject 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 terms of the Borrower, the use of its commercially reasonable efforts to assist in obtaining approval of the FCC or any state or municipality or 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 limitationIntercreditor Agreement, upon request from time to time by Agent during such circumstance it will use its best efforts to obtain any governmental, regulatory or third party consents, approvals or authorizations referred to in this Section 17.8, including upon any request of Agent following the occurrence and during the continuance of an Event of Default, to prepare, sign and file with the FCC (or cause to be filed) prepared signed and filed with the FCC or such state or municipality or other governmental authority the assignors, transferor's or controlling person's portion of FCC) any application or applications for consent to (i) the assignment of the licenses pertaining to the Stations of Borrower and its Subsidiaries or to the transfer of control of Borrower or any FCC License of its Subsidiaries required to be signed by any Person controlled by it necessary or transfer or control thereof, (ii) appropriate under the FCC’s rules and regulations for approval of any sale or sales transfer of property constituting any Collateral by or on behalf of the Lenders voting or (iii) any assumption by the Agent consensual rights or the Lenders assets of Borrower or their designees any of voting rights its Subsidiaries or management rights any transfer of control in property constituting respect of any Collateral effected license pertaining to the Stations of Borrowers and its Subsidiaries. Such efforts shall include, without limitation, providing to Agent any FCC registration numbers, tax identification numbers, account numbers and passwords for the FCC’s CDBS electronic filing system for Agent’s use in accordance connection with the terms preparation, filing and prosecution of this Agreementsuch applications for FCC consent.

FCC Approvals. Notwithstanding anything herein or in any of the Security Loan Documents to the contrary, but without limiting or waiving in any way the Borrower's ’s obligations under Section 2.0 1this Agreement or the other Loan Documents, the Agents and the Lenders' Lender Group’s rights hereunder and under the Security Loan Documents are subject to the Communications Act of 1934, as amended, and all applicable policies, rules and regulations of the FCC. The Agent and the Lenders will not take any action pursuant to this Agreement or the Security Loan Documents which would constitute or result in any assignment or transfer of control of any FCC License, whether de jure or de facto, if such assignment or transfer of control would require under the then existing law (including the Communications Act of 1934, as amended, and the published policies, rules and regulations promulgated by the FCC), the prior approval of the FCC, without first obtaining such approval. The Without limiting the generality of the foregoing, Agent and the Lenders specifically hereby agree that (a) voting and consensual rights in the ownership interests of the Companies Borrower and its Subsidiaries will remain with the holders thereof even in of such voting and consensual rights upon and following the occurrence of an Event of Default unless and until any required prior consent approvals of the FCC shall be obtained to the transfer of such voting rightsand consensual rights to Agent shall have been obtained; (b) in an upon the occurrence of any Event of Default, Default and foreclosure of such rights there will be either a private or public sale of the membership interests of the Companiessuch rights; and (c) prior to the exercise of member such voting or other equityholder consensual rights by a the purchaser at any such sale, the prior consent of the FCC, FCC pursuant to 47 U.S.C. 3 1 0(d), in each case only if required, §310(d) will be obtained prior if required. It is the intention of the parties hereto that the Liens in favor of 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 Borrower or its Subsidiaries except in accordance with the provisions of such exercisestatutory requirements, rules and regulations. The Borrower agrees to take any action which the Agent or any Lender may reasonably request in order to cause the Agent that, if an Event of Default shall have occurred 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 commercially reasonable efforts to assist in obtaining approval of the FCC or any state or municipality or 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 limitationbe continuing, upon request from time to time by Agent during such circumstance it will use its best efforts to obtain any governmental, regulatory or third party consents, approvals or authorizations referred to in this Section 17.8, including upon any request of Agent following the occurrence and during the continuance of an Event of Default, to prepare, sign and file with the FCC (or cause to be filed) prepared signed and filed with the FCC or such state or municipality or other governmental authority the assignors, transferor's or controlling person's portion of FCC) any application or applications for consent to (i) the assignment of the licenses pertaining to the Stations of Borrower and its Subsidiaries or to the transfer of control of Borrower or any FCC License of its Subsidiaries required to be signed by any Person controlled by it necessary or transfer or control thereof, (ii) appropriate under the FCC’s rules and regulations for approval of any sale or sales transfer of property constituting any Collateral by or on behalf of the Lenders voting or (iii) any assumption by the Agent consensual rights or the Lenders assets of Borrower or their designees any of voting rights its Subsidiaries or management rights any transfer of control in property constituting respect of any Collateral effected license pertaining to the Stations of Borrower and its Subsidiaries. Such efforts shall include, without limitation, providing to Agent any FCC registration numbers, tax identification numbers, account numbers and passwords for the FCC’s CDBS electronic filing system for Agent’s use in accordance connection with the terms preparation, filing and prosecution of this Agreementsuch applications for FCC consent.