FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other agreement, instrument or document executed in connection herewith, no party hereto shall take any actions hereunder that would constitute or result in a transfer of control of an entity holding any FCC License or an assignment of any FCC License requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. In addition, the parties acknowledge that the voting rights of the Pledged Stock in such an entity shall remain with the relevant Grantor thereof even upon the occurrence and during the continuance of an Event of Default until the FCC shall have given its prior consent to the exercise of voting rights by a purchaser at a public or private sale of such Pledged Stock or the exercise of such rights by the Collateral Agent or by a receiver, trustee, conservator or other agent duly appointed pursuant to applicable law. (b) If an Event of Default shall have occurred and is continuing, each Grantor shall take any action which the Collateral Agent may reasonably request in the exercise of its rights and remedies under this Agreement in order to effectuate any transfer of control of any Grantor or any assignment of the Collateral to the Collateral Agent or to such one or more third parties as the Collateral Agent may designate, or to a combination of the foregoing. To enforce the provision of this Section 6.15, the Collateral Agent is empowered to seek from the FCC and any other governmental authority, to the extent required by applicable law or government regulation, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateral. Each Grantor agrees to cooperate with any such purchaser and with the Collateral Agent in the preparation, execution and filing of any application and such other forms, and in providing any information that may be necessary or useful in obtaining the FCC’s consent to the transfer of control or assignment of the Collateral. Each Grantor hereby irrevocably (x) consents to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the Collateral Agent under this Agreement, to the Collateral Agent’s right to appoint a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authorities, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority required to effectuate the foregoing. (c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respect, each Grantor further agrees that if such Grantor, upon or after the occurrence (and during the continuance) of an Event of Default, should fail or refuse for any reason whatsoever, to sign (within five (5) Business Days of a request by Collateral Agent) any application to the FCC or any other governmental authority which is necessary or useful for the exercise of any remedy by Collateral Agent hereunder, such Grantor agrees that such application may be executed on such Grantor’s behalf by the clerk or other designee of any court of competent jurisdiction without notice to such Grantor pursuant to court order.
Appears in 7 contracts
Samples: Collateral Agreement (FiberTower CORP), Collateral Agreement (FiberTower CORP), Indenture (FiberTower CORP)
FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other agreement, instrument or document executed in connection herewith, no party hereto shall take any actions hereunder that would constitute or result in a transfer or assignment of control of an entity holding any FCC License or an assignment a change of any control over such FCC License requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. In addition, the parties acknowledge that the voting rights of the Pledged Stock in such an entity shall remain with the relevant Grantor thereof even upon the occurrence and during the continuance of an Event of Default until the FCC shall have given its prior consent to the exercise of voting stockholder rights by a purchaser at a public or private sale of such Pledged Stock or the exercise of such rights by the Collateral Agent or by a receiver, trustee, conservator or other agent duly appointed pursuant to applicable law.
(b) If an Event of Default shall have occurred and is continuing, each Grantor shall take any action which the Collateral Agent may reasonably request in the exercise of its rights and remedies under this Agreement in order to effectuate any transfer of control of any Grantor or any assignment of assign the Collateral to the Collateral Agent or to such one or more third parties as the Collateral Agent may designate, or to a combination of the foregoing. To enforce the provision of this Section 6.157.14, the Collateral Agent is empowered to seek from the FCC and any other governmental authorityGovernmental Authority, to the extent required by applicable law or government regulationrequired, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateralto whom control ultimately will be transferred. Each Grantor agrees to cooperate with any such purchaser and with the Collateral Agent in the preparation, execution and filing of any application forms and such other forms, and in providing any information that may be necessary or useful helpful in obtaining the FCC’s consent to the transfer of control or assignment to such purchaser of the Collateral. Each Grantor hereby irrevocably (x) consents agrees to consent to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the Collateral Agent under this Agreement, to authorize the Collateral Agent’s right Agent to appoint nominate a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authoritiesGovernmental Authorities, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes7.14. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority Governmental Authority required to effectuate the foregoing.
(c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respect, each Grantor further agrees that if such Grantor, upon or after the occurrence (and during the continuance) of an Event of Default, should fail or refuse for any reason whatsoever, without limitation, including any refusal to sign (within five (5) Business Days of a request by Collateral Agent) execute any application to the FCC or any other governmental authority which is necessary or useful appropriate to obtain any governmental consent necessary or appropriate for the exercise of any remedy by right of the Collateral Agent hereunder, such Grantor agrees that such application may be executed on such Grantor’s behalf by the clerk or other designee of any court of competent jurisdiction without notice to such Grantor pursuant to court order.
Appears in 3 contracts
Samples: Collateral Agreement, Collateral Agreement (Univision Holdings, Inc.), Collateral Agreement (Univision Communications Inc)
FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other agreement, instrument instrument, or document executed in connection herewith, (i) no party hereto shall take or be required to take any actions hereunder that would constitute or result in a transfer of control of an entity holding any FCC License or an assignment of any FCC License Station License, permit or authorization or a change of control over such Station License, permit or authorization requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. In addition, FCC and (ii) no failure on the parties acknowledge that part of any party hereto to take any such actions prior to the voting rights obtaining of the Pledged Stock in such an entity approval shall remain with the relevant Grantor thereof even upon the occurrence and during the continuance of constitute an Event of Default until the FCC shall have given its prior consent to the exercise of voting rights by a purchaser at a public or private sale of such Pledged Stock or the exercise of such rights by the Collateral Agent or by a receiver, trustee, conservator or other agent duly appointed pursuant to applicable lawDefault.
(b) If an Event of Default shall have occurred and is be continuing, each Grantor shall take any action which the Collateral Agent may reasonably request in the exercise of its rights and remedies under this Agreement in order to effectuate any transfer of control of any Grantor or any assignment of assign the Collateral to the Collateral Agent or to such one or more third parties (being either bona fide purchasers or trustees or receivers as contemplated by this Section 6.04) as the Collateral Agent may designate, or to a combination of the foregoing. To enforce the provision provisions of this Section 6.156.04, the Collateral Agent is and the other Secured Parties are empowered to seek from the FCC and any other governmental authorityGovernmental Authority, to the extent required by applicable law or government regulationrequired, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateralto whom control ultimately will be transferred. Each Grantor agrees to cooperate with any such purchaser and with the Collateral Agent and the other Secured Parties in the preparation, execution and filing of any application forms and such other forms, and in providing any information that may be necessary or useful helpful in obtaining the FCC’s 's consent to the transfer of control or assignment to such purchaser of the Collateral. Each Grantor hereby irrevocably (x) consents agrees to consent to any such voluntary or involuntary transfer of control or assignment after upon the occurrence and during the continuation of an Event of Default and, without limiting any rights of the Collateral Agent under this Agreement, to authorize the Collateral Agent’s right Agent to appoint nominate a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authoritiesGovernmental Authorities or applicable law, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes6.04. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority Governmental Authority required to effectuate the foregoing.
(c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respect, each Grantor further agrees that if such Grantor, upon or after the occurrence (and during the continuance) continuance of an Event of Default, should fail or refuse to take any action required under paragraph (b) above for any reason whatsoever, without limitation, including any refusal to sign (within five (5) Business Days of a request by Collateral Agent) execute any application to the FCC or any other governmental authority which is necessary or useful appropriate to obtain any governmental consent necessary or appropriate for the exercise of any remedy by right of the Collateral Agent or any other Secured Party hereunder, such Grantor agrees that such application may be executed on such Grantor’s 's behalf by the clerk or other designee of any court of competent jurisdiction without notice to such Grantor pursuant to court order.
(d) In connection with this Section 6.04, the Collateral Agent shall be entitled to rely in good faith upon an opinion of outside FCC counsel of the Collateral Agent's choice with respect to any such assignment or transfer, whether or not the advice rendered is ultimately determined to have been accurate.
Appears in 2 contracts
Samples: Security Agreement (Telemundo Holding Inc), Security Agreement (Telemundo Holding Inc)
FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other agreementof the Loan Documents to the contrary, instrument but without limiting or document executed in connection herewithwaiving any Loan Party’s obligations hereunder or under any of the Loan Documents, no party hereto shall the Administrative Agent’s and the Lenders’ remedies hereunder and under the Loan Documents are subject to compliance with the Communications Act of 1934, as amended, and to all applicable rules, regulations and policies of the FCC, and neither the Administrative Agent nor the Lenders will take any actions hereunder action pursuant to this Agreement or any of the Loan Documents that would will constitute or result in any assignment of a transfer License issued by the FCC or any change of control of an entity holding the Borrower or any of its Subsidiaries which owns any FCC License or an if such assignment of any FCC License requiring or change of control would require under then existing law (including the written rules and regulations promulgated by the FCC), the prior approval of the FCC FCC, without first obtaining such prior approval of the FCC. In additionThis Agreement, the parties acknowledge that Loan Documents and the voting rights transactions contemplated hereby and thereby do not and will not constitute, create, or have the effect of constituting or creating, directly or indirectly, actual or practical ownership of any Loan Party by the Administrative Agent or the Lenders or control, affirmative or negative, direct or indirect, of any Loan Party by the Administrative Agent or the Lenders, over the management or any other aspect of the Pledged Stock operation of any Loan Party, which ownership and control remain exclusively and at all times in the members, stockholders and directors of the Loan Parties until such an entity shall remain time as the Administrative Agent and the Lenders have complied with the relevant Grantor thereof even upon the occurrence such law, rules, regulations and during the continuance of an Event of Default until the FCC shall have given its prior consent to the exercise of voting rights by a purchaser at a public or private sale of such Pledged Stock or the exercise of such rights by the Collateral Agent or by a receiver, trustee, conservator or other agent duly appointed pursuant to applicable lawpolicies.
(b) If an Event of Default shall have occurred and is continuing, each Grantor shall take any action which the Collateral Agent may reasonably request in the exercise of its rights and remedies under this Agreement in order to effectuate any transfer of control of any Grantor or any assignment of the Collateral to the Collateral Agent or to such one or more third parties as the Collateral Agent may designate, or to a combination of the foregoing. To enforce the provision of this Section 6.15Furthermore, the Collateral Agent is empowered to seek from the FCC and any other governmental authority, to the extent required by applicable law or government regulation, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateral. Each Grantor agrees to cooperate with any such purchaser and with the Collateral Agent in the preparation, execution and filing of any application and such other forms, and in providing any information that may be necessary or useful in obtaining the FCC’s consent to the transfer of control or assignment of the Collateral. Each Grantor hereby irrevocably (x) consents to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the Collateral Agent under this Agreement, to the Collateral Agent’s right to appoint a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authorities, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of parties acknowledge their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority required to effectuate the foregoing.
(c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respect, each Grantor further agrees that if such Grantorintent that, upon or after the occurrence (and during the continuance) of an Event of Default, should fail or refuse for any reason whatsoeverthe Lenders shall receive, to sign the fullest extent permitted by applicable law and governmental policy (within five (5) Business Days including, the rules, regulations and policies of a request by the FCC), all rights necessary or desirable to obtain, use or sell the Licenses and the Collateral securing the Obligations, and to exercise all remedies available to them under this Agreement, the Loan Documents, the Uniform Commercial Code or other applicable law. Therefore, the parties agree that, in the event of changes in law or governmental policy occurring after the date hereof that affect in any manner the Administrative Agent) any application ’s or the Lenders’ rights of access to, or use or sale of, the Licenses or such Collateral, or the procedures necessary to enable the Administrative Agent or the Lenders to obtain such rights of access, use or sale, the Administrative Agent, the Lenders, the Parent and the Borrower shall amend this Agreement and the Loan Documents in such manner as the Administrative Agent shall reasonably request, in order to provide the Administrative Agent and the Lenders such rights to the FCC or any other greatest extent possible consistent with then applicable Law and governmental authority which is necessary or useful for the exercise of any remedy by Collateral Agent hereunder, such Grantor agrees that such application may be executed on such Grantor’s behalf by the clerk or other designee of any court of competent jurisdiction without notice to such Grantor pursuant to court orderpolicy.
Appears in 2 contracts
Samples: Credit Agreement (Entercom Communications Corp), Credit Agreement (Entercom Communications Corp)
FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other agreement, instrument or document executed in connection herewith, no party hereto shall take any actions hereunder that would constitute or result in a transfer or assignment of control of an entity holding any FCC License or an assignment a change of any control over such FCC License requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. In addition, the parties acknowledge that the voting rights of the Pledged Stock in such an entity shall remain with the relevant Grantor thereof even upon the occurrence and during the continuance of an Event of Default until the FCC shall have given its prior consent to the exercise of voting stockholder rights by a purchaser at a public or private sale of such Pledged Stock or the exercise of such rights by the First-Lien Collateral Agent or by a receiver, trustee, conservator or other agent duly appointed pursuant to applicable law.
(b) If an Event of Default shall have occurred and is continuing, each Grantor shall take any action which the First-Lien Collateral Agent may reasonably request in the exercise of its rights and remedies under this Agreement in order to effectuate any transfer of control of any Grantor or any assignment of assign the Collateral to the First-Lien Collateral Agent or to such one or more third parties as the First-Lien Collateral Agent may designate, or to a combination of the foregoing. To enforce the provision of this Section 6.157.15, the First-Lien Collateral Agent is empowered to seek from the FCC and any other governmental authorityGovernmental Authority, to the extent required by applicable law or government regulationrequired, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateralto whom control ultimately will be transferred. Each Grantor agrees to cooperate with any such purchaser and with the First-Lien Collateral Agent in the preparation, execution and filing of any application forms and such other forms, and in providing any information that may be necessary or useful helpful in obtaining the FCC’s consent to the transfer of control or assignment to such purchaser of the Collateral. Each Grantor hereby irrevocably (x) consents agrees to consent to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the First-Lien Collateral Agent under this Agreement, to authorize the First-Lien Collateral Agent’s right Agent to appoint nominate a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authoritiesGovernmental Authorities, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes7.15. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the First-Lien Collateral Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority Governmental Authority required to effectuate the foregoing.
(c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respect, each Grantor further agrees that if such Grantor, upon or after the occurrence (and during the continuance) of an Event of Default, should fail or refuse for any reason whatsoever, without limitation, including any refusal to sign (within five (5) Business Days of a request by Collateral Agent) execute any application to the FCC or any other governmental authority which is necessary or useful appropriate to obtain any governmental consent necessary or appropriate for the exercise of any remedy by right of the First-Lien Collateral Agent hereunder, such Grantor agrees that such application may be executed on such Grantor’s behalf by the clerk or other designee of any court of competent jurisdiction without notice to such Grantor pursuant to court order.
Appears in 2 contracts
Samples: First Lien Guarantee and Collateral Agreement (Univision Holdings, Inc.), Credit Agreement (Univision Communications Inc)
FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other agreement, instrument or document executed in connection herewith, ,
(a) no party hereto shall take any actions hereunder or under the other Loan Documents that would constitute or result in an assignment of any Station License, permit or authorization or a transfer of control of an entity holding any FCC License such Station License, permit or an assignment of any FCC License authorization requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. In addition, the parties acknowledge that the voting rights of the Pledged Stock in such an entity shall remain with the relevant Grantor thereof even upon the occurrence and during the continuance of ;
(b) if an Event of Default until under Section 8.01(a) or Section 8.01(f) of the FCC shall have given its prior consent to the exercise of voting rights by a purchaser at a public or private sale of such Pledged Stock or the exercise of such rights by the Collateral Agent or by a receiver, trustee, conservator or other agent duly appointed pursuant to applicable law.
(b) If an Event of Default Credit Agreement shall have occurred and is be continuing, each Grantor shall take any action which in connection with the Collateral Agent may reasonably request in the exercise enforcement of its rights and remedies under this Agreement in order to effectuate any transfer of control of any Grantor or any assignment of the Collateral to the Collateral Agent or to such one or more third parties as the Collateral Agent may designatehereunder, or to a combination of the foregoing. To enforce the provision of this Section 6.15, (i) the Collateral Agent is empowered to seek from the FCC and any other governmental authority, to the extent Governmental Authority any required by applicable law or government regulation, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateral. Each to which control ultimately will be transferred; (ii) each Grantor agrees to shall cooperate with any such purchaser and with the Collateral Agent in the preparation, execution and filing of any application and such other formsapplications, and in providing any information information, or taking any other actions, that may be necessary or useful desirable in obtaining the FCC’s consent to the assignment or transfer of control or assignment to such purchaser of the Collateral. Each ; (iii) each Grantor hereby irrevocably (x) consents shall consent to any such voluntary assignment or involuntary transfer of control or assignment after and during the continuation of an Event of Default andSection 8.01(a) or Section 8.01(f) of the Credit Agreement, without limiting any rights of the Collateral Agent under this Agreement, to authorize the Collateral Agent’s right Agent to appoint nominate a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC FCC, or other required consents required by governmental authoritiesof any Governmental Authority, in order to effectuate the transactions contemplated by this Section 6.15 7.16; and (yiv) waives any right such Grantor may have subject to object to the appointment of such trustee or receiverSection 7.16(a) hereof, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority required to effectuate the foregoing.;
(c) Without without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respecthereunder, each Grantor further agrees that (i) if such Grantor, upon or after the occurrence (and during the continuance) of an Event of DefaultDefault Section 8.01(a) or Section 8.01(f) of the Credit Agreement should, should in violation of its obligations hereunder, fail or refuse for any reason whatsoever, whatsoever to sign (within five (5) Business Days of a request by Collateral Agent) execute any application necessary or appropriate to obtain the consent of the FCC or any other governmental authority which is Governmental Authority necessary or useful appropriate for the exercise of any remedy by right granted to the Collateral Agent hereunder, such Grantor agrees that that, to the extent permitted by law, such application may be executed on such Grantor’s behalf by the clerk or other designee of any court of competent jurisdiction without notice to such Grantor pursuant to court order; (ii) because of the unique nature of its undertaking in this Section 7.16, the same may be specifically enforced, and such Grantor hereby waives, and agrees to waive, any claim or defense that the Secured Parties would have an adequate remedy at law for the breach of this undertaking and any requirement for the posting of bond or other security; provided, however, that Grantor shall not be obligated to execute or certify any document for submission to the FCC or any other Governmental Authority that Grantor has reasonable cause to believe contains any inaccuracy or to make any statements concerning the qualifications of any prospective transferee or assignee; provided further that this Section 7.16 shall not be deemed to limit any other rights of the Secured Parties available under applicable law and consistent with the Communications Laws;
(d) in connection with this Section 7.16, the Collateral Agent shall be entitled to rely in good faith upon an opinion of outside FCC counsel to the Collateral Agent of the Collateral Agent’s choice with respect to any such assignment or transfer, whether or not the advice rendered is ultimately determined to have been accurate; and
(e) all parties hereto shall otherwise take all reasonable actions that are necessary or appropriate to enable the parties to comply with all applicable FCC rules, regulations, orders or other requirements.
Appears in 2 contracts
Samples: Credit Agreement (Tribune Media Co), Security Agreement (Tribune Media Co)
FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other agreement, instrument or document executed in connection herewith, ,
(a) no party hereto shall take any actions hereunder or under the other Loan Documents that would constitute or result in an assignment of any Station License, permit or authorization or a transfer of control of an entity holding any FCC License such Station License, permit or an assignment of any FCC License authorization requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. In addition;
(b) to the extent that the consent or approval of the FCC is required for the assignment of or the transfer of control of the voting rights in any Collateral, the parties acknowledge that (i) voting rights in and control of such Collateral, including without limitation the voting rights of the Pledged Stock in such an entity Equity Interests or other Collateral conferring direct or indirect control over the holder of any Station License, shall remain with the relevant Grantor thereof Pledgor even upon if an Event of Default under Section 8.01(a) or Section 8.01(f) of the Credit Agreement has occurred unless any required prior FCC consent shall have been obtained; (ii) if the Collateral Agent exercises any remedies of foreclosure in respect to such Collateral following the occurrence and during the continuance of an Event of Default until under Section 8.01(a) or Section 8.01(f) of the Credit Agreement, there shall be an arm’s length private or public sale of the ownership interests of such Pledgor with respect to such Collateral; (iii) prior to the exercise of any rights of the purchaser at such sale of such Collateral described in clause (ii), any required prior consent of the FCC shall have given its prior been obtained; and (iv) until any required consent of the FCC shall have been obtained, each Pledgor agrees, subject to compliance with the Communications Laws, that it shall not exercise voting rights in such Collateral or any other Collateral that confers control over the holder of any Station License in a manner which would be detrimental to the exercise of voting rights by a purchaser at a public or private sale of such Pledged Stock or the exercise of such rights by the Collateral Agent or by a receiver, trustee, conservator or other agent duly appointed pursuant to applicable law.Secured Parties;
(bc) If if an Event of Default under Section 8.01(a) or Section 8.01(f) of the Credit Agreement shall have occurred and is be continuing, each Grantor shall take any action which in connection with the Collateral Agent may reasonably request in the exercise enforcement of its rights and remedies under this Agreement in order to effectuate any transfer of control of any Grantor or any assignment of the Collateral to the Collateral Agent or to such one or more third parties as the Collateral Agent may designatehereunder, or to a combination of the foregoing. To enforce the provision of this Section 6.15, (i) the Collateral Agent is empowered to seek from the FCC and any other governmental authority, to the extent Governmental Authority any required by applicable law or government regulation, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateral. Each Grantor agrees to which control ultimately will be transferred; (ii) each Pledgor shall cooperate with any such purchaser and with the Collateral Agent in the preparation, execution and filing of any application and such other formsapplications, and in providing any information information, or taking any other actions, that may be necessary or useful desirable in obtaining the FCC’s consent to the assignment or transfer of control or assignment to such purchaser of the Collateral. Each Grantor hereby irrevocably ; (xiii) consents each Pledgor shall consent to any such voluntary assignment or involuntary transfer of control or assignment after and during the continuation of an Event of Default andunder Section 8.01(a) or Section 8.01(f) of the Credit Agreement, without limiting any rights of the Collateral Agent under this Agreement, to authorize the Collateral Agent’s right Agent to appoint nominate a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC FCC, or other required consents required by governmental authoritiesof any Governmental Authority, in order to effectuate the transactions contemplated by this Section 6.15 29; and (yiv) waives any right such Grantor may have subject to object to the appointment of such trustee or receiverSection 29(a) hereof, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority required to effectuate the foregoing.;
(cd) Without without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respectPledgor hereunder, each Grantor Pledgor further agrees that (i) if such GrantorPledgor, upon or after the occurrence (and during the continuance) of an Event of DefaultDefault under Section 8.01(a) or Section 8.01(f) of the Credit Agreement should, should in violation of its obligations hereunder, fail or refuse for any reason whatsoever, whatsoever to sign (within five (5) Business Days of a request by Collateral Agent) execute any application necessary or appropriate to obtain the consent of the FCC or any other governmental authority which is Governmental Authority necessary or useful appropriate for the exercise of any remedy by right granted to the Collateral Agent hereunder, such Grantor Pledgor agrees that that, to the extent permitted by law, such application may be executed on such GrantorPledgor’s behalf by the clerk or other designee of any court of competent jurisdiction without notice to such Grantor Pledgor pursuant to court order.; (ii) because of the unique nature of its undertaking in this Section 29, the same may be specifically enforced, and such Pledgor hereby waives, and agrees to waive, any claim or defense that the Secured Parties would have an adequate remedy at law for the breach of this undertaking and any requirement for the posting of bond or other security; provided, however, that Pledgor shall not be obligated to execute or certify any document for submission to the FCC or any other Governmental Authority that Pledgor has reasonable cause to believe contains any inaccuracy or to make any statements concerning the qualifications of any prospective transferee or assignee; provided further that this Section 29 shall not be deemed to limit any other rights of the Secured Parties available under applicable law and consistent with the Communications Laws;
(e) in connection with this Section 29, the Collateral Agent shall be entitled to rely in good faith upon an opinion of outside FCC counsel to the Collateral Agent of the Collateral Agent’s choice with respect to any such assignment or transfer, whether or not the advice rendered is ultimately determined to have been accurate; and
(f) all parties hereto shall otherwise take all reasonable actions that are necessary or appropriate to enable the parties to comply with all applicable FCC rules, regulations, orders or other requirements. [Signature Pages Follow]
Appears in 2 contracts
Samples: Credit Agreement (Tribune Media Co), Pledge Agreement (Tribune Media Co)
FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other agreementof the Loan Documents to the contrary, instrument but without limiting or document executed in connection herewithwaiving the Borrower's or any of its Subsidiaries' obligations hereunder or under any of the Loan Documents, no party hereto shall the Administrative Agent's and the Banks' remedies hereunder and under the Loan Documents are subject to compliance with the Communications Act of 1934, as amended, and to all applicable rules, regulations and policies of the FCC, and neither the Administrative Agent nor the Banks will take any actions hereunder action pursuant to this Agreement or any of the Loan Documents that would will constitute or result in any assignment of a transfer License issued by the FCC or any change of control of an entity holding the Borrower or any of its Subsidiaries which owns any FCC License or an if such assignment of any FCC License requiring or change of control would require under then existing law (including, without limitation, the written rules and regulations promulgated by the FCC), the prior approval of the FCC FCC, without first obtaining such prior approval of the FCC. In additionThis Agreement, the parties acknowledge that Loan Documents and the voting rights transactions contemplated hereby and thereby do not and will not constitute, create, or have the effect of constituting or creating, directly or indirectly, actual or practical ownership of the Pledged Stock in such an entity shall remain with Borrower or any of its Subsidiaries by the relevant Grantor thereof even upon the occurrence and during the continuance of an Event of Default until the FCC shall have given its prior consent to the exercise of voting rights by a purchaser at a public or private sale of such Pledged Stock Administrative Agent or the exercise Banks or control, affirmative or negative, direct or indirect, of such rights the Borrower or any of its Subsidiaries by the Collateral Administrative Agent or by a receiverthe Banks, trusteeover the management or any other aspect of the operation of the Borrower or any of its Subsidiaries, conservator or other agent duly appointed pursuant to applicable which ownership and control remain exclusively and at all times in the stockholders and directors of the Borrower and its Subsidiaries until such time as the Administrative Agent and the Banks have complied with such law, rules, regulations and policies.
(b) If an Event of Default shall have occurred and is continuing, each Grantor shall take any action which the Collateral Agent may reasonably request in the exercise of its rights and remedies under this Agreement in order to effectuate any transfer of control of any Grantor or any assignment of the Collateral to the Collateral Agent or to such one or more third parties as the Collateral Agent may designate, or to a combination of the foregoing. To enforce the provision of this Section 6.15Furthermore, the Collateral Agent is empowered to seek from the FCC and any other governmental authority, to the extent required by applicable law or government regulation, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateral. Each Grantor agrees to cooperate with any such purchaser and with the Collateral Agent in the preparation, execution and filing of any application and such other forms, and in providing any information that may be necessary or useful in obtaining the FCC’s consent to the transfer of control or assignment of the Collateral. Each Grantor hereby irrevocably (x) consents to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the Collateral Agent under this Agreement, to the Collateral Agent’s right to appoint a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authorities, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of parties acknowledge their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority required to effectuate the foregoing.
(c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respect, each Grantor further agrees that if such Grantorintent that, upon or after the occurrence (and during the continuance) of an Event of Default, should fail or refuse for any reason whatsoeverthe Administrative Agent and the Banks shall receive, to sign the fullest extent permitted by applicable law and governmental policy (within five (5) Business Days including, without limitation, the rules, regulations and policies of the FCC), all rights necessary or desirable to obtain, use or sell the Licenses and the collateral securing the Loans, and to exercise all remedies available to them under this Agreement, the Loan Documents, the Uniform Commercial Code or other applicable law. Therefore, the parties agree that, in the event of changes in law or governmental policy occurring after the date hereof that affect in any manner the Administrative Agent's or the Banks' rights of access to, or ability to obtain a request by Collateral Lien in, or use or sale of, the Licenses or such collateral, or the procedures necessary to enable the Administrative Agent or the Banks to obtain such rights of access, Liens, use or sale, the Administrative Agent) any application , the Banks and the Borrower shall amend this Agreement and the Loan Documents in such manner as the Administrative Agent shall reasonably request, in order to provide the Administrative Agent and the Banks such rights to the FCC or any other greatest extent possible consistent with then applicable law and governmental authority which is necessary or useful for the exercise of any remedy by Collateral Agent hereunder, such Grantor agrees that such application may be executed on such Grantor’s behalf by the clerk or other designee of any court of competent jurisdiction without notice to such Grantor pursuant to court orderpolicy.
Appears in 1 contract
Samples: Loan Agreement (Gray Communications Systems Inc /Ga/)
FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other agreement, instrument instrument, or document executed in connection herewith, no party hereto shall take any actions hereunder that would constitute or result in a transfer of control of an entity holding any FCC License or an assignment of any FCC Station License (as defined in the HAT Exchange Agreement), permit or authorization, or a change of control over such Station License, permit or authorization requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. In addition, the parties acknowledge that the voting rights of the Pledged Stock in such an entity Securities shall remain with the relevant Grantor thereof Pledgor even upon the occurrence and during the continuance of an Event of Default until the FCC shall have given its prior consent to the exercise of voting stockholder rights by a purchaser at a public or private sale of such Pledged Stock Securities or the exercise of such rights by the Collateral Agent Lender or by a receiver, trustee, conservator or other agent duly appointed pursuant to applicable law.
(b) If an Event of Default shall have occurred and is continuingoccurred, each Grantor Pledgor shall take any action which the Collateral Agent Lender may reasonably request in the exercise of its rights and remedies under this Pledge Agreement in order to effectuate any transfer of control of any Grantor or any assignment of assign the Collateral to the Collateral Agent Lender or to such one or more third parties as the Collateral Agent Lender may designate, or to a combination of the foregoing. To enforce the provision provisions of this Section 6.1517, the Collateral Agent Lender is empowered to seek from the FCC and any other governmental authority---------- Governmental Authority, to the extent required by applicable law or government regulationrequired, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Pledge Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateralto whom control ultimately will be transferred. Each Grantor Pledgor agrees to cooperate with any such purchaser and with the Collateral Agent Lender in the preparation, execution and filing of any application forms and such other forms, and in providing any information that may be necessary or useful helpful in obtaining the FCC’s 's consent to the transfer of control or assignment to such purchase of the Collateral. Each Grantor Pledgor hereby irrevocably (x) consents agrees to consent to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the Collateral Agent Lender under this Pledge Agreement, to authorize the Collateral Agent’s right Lender to appoint nominate a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authoritiesGovernmental Authorities, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes17. Such trustee or receiver shall have all the rights and ---------- powers as provided to it by law or court order, or to the Collateral Agent Lender under this Pledge Agreement. Each Grantor Pledgor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority Governmental Authority required to effectuate the foregoing.
(c) Without limiting In connection with this Section 17, the obligations Lender shall be ---------- entitled to rely in good faith upon an opinion of any Grantor hereunder and the rights outside FCC counsel of the Collateral Agent hereunder in Lender's choice with respect to any respectsuch assignment or transfer, each Grantor further agrees that if such Grantor, upon whether or after not the occurrence (and during the continuance) of an Event of Default, should fail or refuse for any reason whatsoever, advice rendered is ultimately determined to sign (within five (5) Business Days of a request by Collateral Agent) any application to the FCC or any other governmental authority which is necessary or useful for the exercise of any remedy by Collateral Agent hereunder, such Grantor agrees that such application may be executed have been accurate. [signatures begin on such Grantor’s behalf by the clerk or other designee of any court of competent jurisdiction without notice to such Grantor pursuant to court order.next page]
Appears in 1 contract
FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other agreement, instrument instrument, or document executed in connection herewith, (i) no party hereto shall take or be required to take any actions hereunder that would constitute or result in a transfer of control of an entity holding any FCC License or an assignment of any FCC License Station License, permit or authorization or a change of control over such Station License, permit or authorization requiring the prior approval of the FCC without first obtaining such prior approval of the FCCFCC and (ii) no failure on the part of any party hereto to take any such actions prior to the obtaining of such approval shall constitute an Event of Default. In addition, the parties acknowledge that the voting rights of the Pledged Stock in such an entity shall remain with the relevant Grantor Pledgor thereof even upon the occurrence and during the continuance of an Event of Default until the FCC shall have given its prior consent to the exercise of voting stockholder rights by a purchaser at a public or private sale of such Pledged Stock or the exercise of such rights by the Collateral Agent or by a receiver, trustee, conservator or other agent duly appointed pursuant to applicable law.
(b) If an Event of Default shall have occurred and is be continuing, each Grantor Pledgor shall take any action which the Collateral Agent may reasonably request in the exercise of its rights and remedies under this Agreement in order to effectuate any transfer of control of any Grantor or any assignment of assign the Collateral to the Collateral Agent or to such one or more third parties as the Collateral Agent may designate, or to a combination of the foregoing. To enforce the provision provisions of this Section 6.1512, the Collateral Agent is and the other Secured Parties are empowered to seek from the FCC and any other governmental authorityGovernmental Authority, to the extent required by applicable law or government regulationrequired, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateralto whom control ultimately will be transferred. Each Grantor Pledgor agrees to cooperate with any such purchaser and with the Collateral Agent and the other Secured Parties in the preparation, execution and filing of any application forms and such other forms, and in providing any information that may be necessary or useful helpful in obtaining the FCC’s 's consent to the transfer of control or assignment to such purchaser of the Collateral. Each Grantor Pledgor hereby irrevocably (x) consents agrees to consent to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the Collateral Agent under this Agreement, to authorize the Collateral Agent’s right Agent to appoint nominate a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authoritiesGovernmental Authorities or applicable law, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes12. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent under this Agreement. Each Grantor Pledgor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority Governmental Authority required to effectuate the foregoing.
(c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent Pledgor hereunder in any respect, each Grantor Pledgor further agrees that if such GrantorPledgor, upon or after the occurrence (and during the continuance) continuance of an Event of Default, should fail or refuse to take any action required under paragraph (b) above for any reason whatsoever, without limitation, including any refusal to sign (within five (5) Business Days of a request by Collateral Agent) execute any application to the FCC or any other governmental authority which is necessary or useful appropriate to obtain any governmental consent necessary or appropriate for the exercise of any remedy by right of the Collateral Agent or any other Secured Party hereunder, such Grantor Pledgor agrees that such application may be executed on such Grantor’s Pledgor's behalf by the clerk or other designee of any court of competent jurisdiction without notice to such Grantor Pledgor pursuant to court order.
(d) In connection with this Section 12, the Collateral Agent shall be entitled to rely in good faith upon an opinion of outside FCC counsel of the Collateral Agent's choice with respect to any such assignment or transfer, whether or not the advice rendered is ultimately determined to have been accurate.
Appears in 1 contract
FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other agreement, instrument instrument, or document executed in connection herewith, no party hereto shall take any actions hereunder that would constitute or result in a transfer of control of an entity holding any FCC License or an assignment of any FCC License Station License, permit or authorization or a change of control over such Station License, permit or authorization requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. In addition, the parties acknowledge that the voting rights of the Pledged Stock in such an entity shall remain with the relevant Grantor thereof even upon the occurrence and during the continuance of an Event of Default until the FCC shall have given its prior consent to the exercise of voting stockholder rights by a purchaser at a public or private sale of such Pledged Stock or the exercise of such rights by the Collateral Administrative Agent or by a receiver, trustee, conservator or other agent duly appointed pursuant to applicable law.
(b) If an Event of Default shall have occurred and is continuingoccurred, each Grantor shall take any action which the Collateral Administrative Agent may reasonably request in the exercise of its rights and remedies under this Agreement in order to effectuate any transfer of control of any Grantor or any assignment of assign the Collateral to the Collateral Administrative Agent or to such one or more third parties as the Collateral Administrative Agent may designate, or to a combination of the foregoing. To enforce the provision provisions of this Section 6.158.17, the Collateral Administrative Agent is empowered to seek from the FCC and any other governmental authorityGovernmental Authority, to the extent required by applicable law or government regulationrequired, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateralto whom control ultimately will be transferred. Each Grantor agrees to cooperate with any such purchaser and with the Collateral Administrative Agent in the preparation, execution and filing of any application and such other forms, and in providing any information that may be necessary or useful in obtaining the FCC’s consent to the transfer of control or assignment of the Collateral. Each Grantor hereby irrevocably (x) consents to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the Collateral Agent under this Agreement, to the Collateral Agent’s right to appoint a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authorities, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority required to effectuate the foregoing.
(c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respect, each Grantor further agrees that if such Grantor, upon or after the occurrence (and during the continuance) of an Event of Default, should fail or refuse for any reason whatsoever, to sign (within five (5) Business Days of a request by Collateral Agent) any application to the FCC or any other governmental authority which is necessary or useful for the exercise of any remedy by Collateral Agent hereunder, such Grantor agrees that such application may be executed on such Grantor’s behalf by the clerk or other designee of any court of competent jurisdiction without notice to such Grantor pursuant to court order.,
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (WTNH Broadcasting Inc)
FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other agreementof the Collateral Documents to the contrary, instrument but without limiting or document executed in connection herewithwaiving the Borrower's or any of its Subsidiaries' obligations hereunder or under any of the Collateral Documents, no party hereto shall the Administrative Agent's and the Banks' remedies hereunder and under the Collateral Documents are subject to compliance with the Communications Act of 1934, as amended, and to all applicable rules, regulations and policies of the FCC, and neither the Administrative Agent nor the Banks will take any actions hereunder action pursuant to this Agreement or any of the Collateral Documents that would will constitute or result in any assignment of a transfer License issued by the FCC or any change of control of an entity holding the Borrower or any of its Subsidiaries which owns any FCC License or an if such assignment of any FCC License requiring or change of control would require under then existing law (including the written rules and regulations promulgated by the FCC), the prior approval of the FCC FCC, without first obtaining such prior approval of the FCC. In additionThis Agreement, the parties acknowledge that Collateral Documents and the voting rights transactions contemplated hereby and thereby do not and will not constitute, create, or have the effect of constituting or creating, directly or indirectly, actual or practical ownership of the Pledged Stock in such an entity shall remain with Borrower or any of its Subsidiaries by the relevant Grantor thereof even upon the occurrence and during the continuance of an Event of Default until the FCC shall have given its prior consent to the exercise of voting rights by a purchaser at a public or private sale of such Pledged Stock Administrative Agent or the exercise Banks or control, affirmative or negative, direct or indirect, of such rights the Borrower or any of its Subsidiaries by the Collateral Administrative Agent or by a receiverthe Banks, trusteeover the management or any other aspect of the operation of the Borrower or any of its Subsidiaries, conservator or other agent duly appointed pursuant to applicable which ownership and control remain exclusively and at all times in the stockholders and directors of the Borrower and its Subsidiaries until such time as the Administrative Agent and the Banks have complied with such law, rules, regulations and policies.
(b) If an Event of Default shall have occurred and is continuing, each Grantor shall take any action which the Collateral Agent may reasonably request in the exercise of its rights and remedies under this Agreement in order to effectuate any transfer of control of any Grantor or any assignment of the Collateral to the Collateral Agent or to such one or more third parties as the Collateral Agent may designate, or to a combination of the foregoing. To enforce the provision of this Section 6.15Furthermore, the Collateral Agent is empowered to seek from the FCC and any other governmental authority, to the extent required by applicable law or government regulation, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateral. Each Grantor agrees to cooperate with any such purchaser and with the Collateral Agent in the preparation, execution and filing of any application and such other forms, and in providing any information that may be necessary or useful in obtaining the FCC’s consent to the transfer of control or assignment of the Collateral. Each Grantor hereby irrevocably (x) consents to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the Collateral Agent under this Agreement, to the Collateral Agent’s right to appoint a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authorities, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of parties acknowledge their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority required to effectuate the foregoing.
(c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respect, each Grantor further agrees that if such Grantorintent that, upon or after the occurrence (and during the continuance) of an Event of Default, should fail or refuse for any reason whatsoeverthe Banks shall receive, to sign the fullest extent permitted by applicable law and governmental policy (within five (5) Business Days including, without limitation, the rules, regulations and policies of a request by the FCC), all rights necessary or desirable to obtain, use or sell the Licenses and the collateral securing the Loans, and to exercise all remedies available to - 120 - 127 them under this Agreement, the Collateral Documents, the Uniform Commercial Code or other applicable law. Therefore, the parties agree that, in the event of changes in law or governmental policy occurring after the date hereof that affect in any manner the Administrative Agent) any application 's or the Banks' rights of access to, or use or sale of, the Licenses or such collateral, or the procedures necessary to enable the Administrative Agent or the Banks to obtain such rights of access, use or sale, the Administrative Agent, the Banks and the Borrower shall amend this Agreement and the Collateral Documents in such manner as the Administrative Agent shall reasonably request, in order to provide the Administrative Agent and the Banks such rights to the FCC or any other greatest extent possible consistent with then applicable law and governmental authority which is necessary or useful for the exercise of any remedy by Collateral Agent hereunder, such Grantor agrees that such application may be executed on such Grantor’s behalf by the clerk or other designee of any court of competent jurisdiction without notice to such Grantor pursuant to court orderpolicy.
Appears in 1 contract
FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other agreementof the Loan Documents to the contrary, instrument but without limiting or document executed in connection herewithwaiving any Loan Party’s obligations hereunder or under any of the Loan Documents, no party hereto shall the Administrative Agent’s and the Lenders’ remedies hereunder and under the Loan Documents are subject to compliance with the Communications Act and to all applicable FCC Regulations, and neither the Administrative Agent nor the Lenders will take any actions hereunder action pursuant to this Agreement or any of the Loan Documents that would will constitute or result in any assignment of a License issued by the FCC or any transfer of control of an entity holding the Borrower or any of its Subsidiaries which owns any FCC License or an if such assignment of any License or transfer of control would require under then existing law (including the then existing FCC License requiring Regulations), the prior approval of the FCC FCC, without first obtaining such prior approval of the FCC. In additionThis Agreement, the parties acknowledge that Loan Documents and the voting rights transactions contemplated hereby and thereby do not and will not constitute, create, or have the effect of constituting or creating, directly or indirectly, actual or practical ownership of any Loan Party by the Administrative Agent or the Lenders or control, affirmative or negative, direct or indirect, of any Loan Party by the Administrative Agent or the Lenders, over the management or any other aspect of the Pledged Stock operation of any Loan Party, which ownership and control remain exclusively and at all times in the members, stockholders and directors of the Loan Parties until such an entity shall remain time as the Administrative Agent and the Lenders have complied with the relevant Grantor thereof even upon the occurrence such law, rules, regulations and during the continuance of an Event of Default until the FCC shall have given its prior consent to the exercise of voting rights by a purchaser at a public or private sale of such Pledged Stock or the exercise of such rights by the Collateral Agent or by a receiver, trustee, conservator or other agent duly appointed pursuant to applicable lawpolicies.
(b) If an Event of Default shall have occurred and is continuing, each Grantor shall take any action which the Collateral Agent may reasonably request in the exercise of its rights and remedies under this Agreement in order to effectuate any transfer of control of any Grantor or any assignment of the Collateral to the Collateral Agent or to such one or more third parties as the Collateral Agent may designate, or to a combination of the foregoing. To enforce the provision of this Section 6.15Furthermore, the Collateral Agent is empowered to seek from the FCC and any other governmental authority, to the extent required by applicable law or government regulation, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateral. Each Grantor agrees to cooperate with any such purchaser and with the Collateral Agent in the preparation, execution and filing of any application and such other forms, and in providing any information that may be necessary or useful in obtaining the FCC’s consent to the transfer of control or assignment of the Collateral. Each Grantor hereby irrevocably (x) consents to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the Collateral Agent under this Agreement, to the Collateral Agent’s right to appoint a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authorities, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of parties acknowledge their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority required to effectuate the foregoing.
(c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respect, each Grantor further agrees that if such Grantorintent that, upon or after the occurrence (and during the continuance) of an Event of Default, should fail or refuse for any reason whatsoeverthe Secured Parties shall receive, to sign the fullest extent permitted by applicable law and governmental policy (within five (5) Business Days including, the FCC Regulations), all rights necessary or desirable to obtain, use or sell the Licenses and the Collateral securing the Obligations, and to exercise all remedies available to them under this Agreement, the Loan Documents, the Uniform Commercial Code or other applicable law. Therefore, the parties agree that, in the event of a request by Collateral changes in law or governmental policy occurring after the date hereof that affect in any manner the Administrative Agent) ’s or any application of the Secured Parties’ rights of access to, or use or sale of, the Licenses or such Collateral, or the procedures necessary to enable the Administrative Agent or any of the Secured Parties to obtain such rights of access, use or sale, the Administrative Agent, the Lenders, the Parent and the Borrower shall amend this Agreement and the Loan Documents in such manner as the Administrative Agent shall reasonably request, in order to provide the Administrative Agent and the Secured Parties such rights to the FCC or any other greatest extent possible consistent with then applicable Law and governmental authority which is necessary or useful for the exercise of any remedy by Collateral Agent hereunder, such Grantor agrees that such application may be executed on such Grantor’s behalf by the clerk or other designee of any court of competent jurisdiction without notice to such Grantor pursuant to court orderpolicy.
Appears in 1 contract
FCC Compliance. (a) Notwithstanding anything In order to comply with LIN LLC’s obligations under the contrary contained herein Communications Act of 1934, the LLC agreement contains a provision that prohibits LIN LLC from: · issuing in excess of 25% of common shares and preferred shares to any non-U.S. entity or government or any representative of or individual controlled by any such entity or government; or · permitting any transfer of LIN LLC’s securities that would result in any other agreementsuch government, instrument entity or document executed in connection herewith, no party hereto shall take any actions hereunder that would constitute or result in a transfer person holding greater than 25% of control of an entity holding any FCC License or an assignment of any FCC License requiring the prior approval of the FCC without first obtaining such prior approval of the FCCcommon shares and preferred shares. In addition, the parties acknowledge that the voting rights of the Pledged Stock in no such an entity shall remain with the relevant Grantor thereof even upon the occurrence and during the continuance of an Event of Default until the FCC shall have given its prior consent to the exercise of voting rights by a purchaser at a public or private sale of such Pledged Stock or the exercise of such rights by the Collateral Agent or by a receiveralien governments, trustee, conservator or other agent duly appointed pursuant to applicable law.
(b) If an Event of Default shall have occurred and is continuing, each Grantor shall take any action which the Collateral Agent may reasonably request in the exercise of its rights and remedies under this Agreement in order to effectuate any transfer of control of any Grantor or any assignment of the Collateral to the Collateral Agent or to such one or more third parties as the Collateral Agent may designateentities, or persons shall be entitled to a combination vote or direct or control the vote in excess of the foregoing25% of LIN LLC’s outstanding common shares and preferred shares. To enforce the provision of this Section 6.15, the Collateral Agent is empowered to seek from the FCC and any other governmental authorityThe LLC agreement provides that, to the fullest extent required by applicable law or government regulation, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Agreement or any voluntary or involuntary assignment permitted under Section 102(b)(7) of the CollateralDGCL for a corporation, as may be amended to further eliminate or limit the personal liability of directors, a director of LIN LLC shall not be liable to LIN LLC or its shareholders for monetary damages for breach of a fiduciary duty as a director in each case the same manner as if LIN LLC was a Delaware corporation and LIN LLC directors and shareholders were directors and stockholders of a Delaware corporation. This provision does not eliminate a director’s duty of care (although it eliminates monetary liability for a breach thereof) and does not affect the purpose availability of seeking equitable remedies, including action to enjoin or rescind a bona fide purchaser transaction involving a breach of some or all fiduciary duty. Moreover, this provision does not apply to claims against a director for breach of the Collateralduty or loyalty, acts or omissions not in good faith or which involve intentional misconduct or knowing violation of laws, including the federal securities laws. Each Grantor agrees The LLC agreement further provides that LIN LLC must indemnify and advance expenses to cooperate with any such purchaser LIN LLC’s directors and with the Collateral Agent in the preparation, execution and filing of any application and such other formsofficers, and in providing may indemnify any information that may be necessary of LIN LLC’s employees or useful in obtaining the FCC’s consent to the transfer of control or assignment of the Collateral. Each Grantor hereby irrevocably (x) consents to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the Collateral Agent under this Agreementagents, to the Collateral Agent’s right to appoint fullest extent permitted by the DGCL, as may be amended or judicially interpreted, as if LIN LLC were a trustee Delaware corporation governed by the DGCL and such directors, officers, employees or receiver to acquire agents were directors, officers, employees or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authorities, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority required to effectuate the foregoing.
(c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respect, each Grantor further agrees that if such Grantor, upon or after the occurrence (and during the continuance) of an Event of Default, should fail or refuse for any reason whatsoever, to sign (within five (5) Business Days agents of a request by Collateral Agent) any application Delaware corporation. LIN LLC believes these provisions assist LIN LLC in attracting and retaining qualified individuals to the FCC or any other governmental authority which is necessary or useful for the exercise of any remedy by Collateral Agent hereunder, such Grantor agrees that such application may be executed on such Grantor’s behalf by the clerk or other designee of any court of competent jurisdiction without notice to such Grantor pursuant to court orderserve as directors and officers.
Appears in 1 contract
Samples: Limited Liability Company Agreement (LIN Media LLC)
FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other agreement, instrument instrument, or document executed in connection herewith, (i) no party hereto shall take or be required to take any actions hereunder that would constitute or result in a transfer of control of an entity holding any FCC License or an assignment of any FCC License Station License, permit or authorization or a change of control over such Station License, permit or authorization requiring the prior approval of the FCC without first obtaining such prior approval of the FCCFCC and (ii) no failure on the part of any party hereto to take any such actions prior to the obtaining of such approval shall constitute an Event of Default. In addition, the parties acknowledge that the voting rights of the Pledged Stock in such an entity shall remain with the relevant Grantor Pledgor thereof even upon the occurrence and during the continuance of an Event of Default until the FCC shall have given its prior consent to the exercise of voting stockholder rights by a purchaser at a public or private sale of such Pledged Stock or the exercise of such rights by the Collateral Agent or by a receiver, trustee, conservator or other agent duly appointed pursuant to applicable law.
(b) If an Event of Default shall have occurred and is be continuing, each Grantor Pledgor shall take any action which the Collateral Agent may reasonably request in the exercise of its rights and remedies under this Agreement in order to effectuate any transfer of control of any Grantor or any assignment of assign the Collateral to the Collateral Agent or to such one or more third parties as the Collateral Agent may designate, or to a combination of the foregoing. To enforce the provision provisions of this Section 6.1512, the Collateral Agent is and the other Secured Parties are empowered to seek from the FCC and any other governmental authorityGovernmental Authority, to the extent required by applicable law or government regulationrequired, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateralto whom control ultimately will be transferred. Each Grantor Pledgor agrees to cooperate with any such purchaser and with the Collateral Agent and the other Secured Parties in the preparation, execution and filing of any application forms and such other forms, and in providing any information that may be necessary or useful helpful in obtaining the FCC’s 's consent to the transfer of control or assignment of the Collateral. Each Grantor hereby irrevocably (x) consents to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the Collateral Agent under this Agreement, to the Collateral Agent’s right to appoint a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authorities, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority required to effectuate the foregoing.
(c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respect, each Grantor further agrees that if such Grantor, upon or after the occurrence (and during the continuance) of an Event of Default, should fail or refuse for any reason whatsoever, to sign (within five (5) Business Days of a request by Collateral Agent) any application to the FCC or any other governmental authority which is necessary or useful for the exercise of any remedy by Collateral Agent hereunder, such Grantor agrees that such application may be executed on such Grantor’s behalf by the clerk or other designee of any court of competent jurisdiction without notice to such Grantor pursuant to court order.purchaser of the
Appears in 1 contract
FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other agreement, instrument instrument, or document executed in connection herewith, no party hereto shall take any actions hereunder that would constitute or result in a transfer of control of an entity holding any FCC License or an assignment of any FCC License Station License, permit or authorization or a change of control over such Station License, permit or authorization requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. In addition, the parties acknowledge that the voting rights of the Pledged Stock in such an entity shall remain with the relevant Grantor thereof even upon the occurrence and during the continuance of an Event of Default until the FCC shall have given its prior consent to the exercise of voting stockholder rights by a purchaser at a public or private sale of such Pledged Stock or the exercise of such rights by the Collateral Administrative Agent or by a receiver, trustee, conservator or other agent duly appointed pursuant to applicable law.
(b) If an Event of Default shall have occurred and is continuingoccurred, each Grantor shall take any action which the Collateral Administrative Agent may reasonably request in the exercise of its rights and remedies under this Agreement in order to effectuate any transfer of control of any Grantor or any assignment of assign the Collateral to the Collateral Administrative Agent or to such one or more third parties as the Collateral Administrative Agent may designate, or to a combination of the foregoing. To enforce the provision provisions of this Section 6.158.17, the Collateral Administrative Agent is empowered to seek from the FCC and any other governmental authorityGovernmental Authority, to the extent required by applicable law or government regulationrequired, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateralto whom control ultimately will be transferred. Each Grantor agrees to cooperate with any such purchaser and with the Collateral Administrative Agent in the preparation, execution and filing of any application forms and such other forms, and in providing any information that may be necessary or useful helpful in obtaining the FCC’s 's consent to the transfer of control or assignment to such purchaser of the Collateral. Each Grantor hereby irrevocably (x) consents agrees to consent to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the Collateral Administrative Agent under this Agreement, to authorize the Collateral Agent’s right Administrative Agent to appoint nominate a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authoritiesGovernmental Authorities, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes8.17. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Administrative Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority Governmental Authority required to effectuate the foregoing.
(c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respect, each Grantor further agrees that if such Grantor, upon or after the occurrence (and during the continuance) of an Event of Default, should fail or refuse for any reason whatsoever, without limitation, including any refusal to sign (within five (5) Business Days of a request by Collateral Agent) execute any application to the FCC or any other governmental authority which is necessary or useful appropriate to obtain any governmental consent necessary or appropriate for the exercise of any remedy by Collateral right of the Administrative Agent hereunder, such Grantor agrees that such application may be executed on such Grantor’s 's behalf by the clerk or other designee of any court of competent jurisdiction without notice to such Grantor pursuant to court order.the
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (STC Broadcasting Inc)
FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other agreementof the Loan Documents to the contrary, instrument but without limiting or document executed in connection herewithwaiving any Loan Party’s obligations hereunder or under any of the Loan Documents, no party hereto shall the Administrative Agent’s and the Lenders’ remedies hereunder and under the Loan Documents are subject to compliance with the Communications Act and to all applicable FCC Regulations, and neither the Administrative Agent nor the Lenders will take any actions hereunder action pursuant to this Agreement or any of the Loan Documents that would will constitute or result in any assignment of a License issued by the FCC or any transfer of control of an entity holding the Borrower or any of its Subsidiaries which owns any FCC License or an if such assignment of any License or transfer of control would require under then existing law (including the then existing FCC License requiring Regulations), the prior approval of the FCC FCC, without first obtaining such prior approval of the FCC. In additionThis Agreement, the parties acknowledge that Loan Documents and the voting rights transactions contemplated hereby and thereby do not and will not constitute, create, or have the effect of constituting or creating, directly or indirectly, actual or practical ownership of any Loan Party by the Administrative Agent or the Lenders or control, affirmative or negative, direct or indirect, of any Loan Party by the Administrative Agent or the Lenders, over the management or any other aspect of the Pledged Stock operation of any Loan Party, which ownership and control remain exclusively and at all times in the members, stockholders and directors of the Loan Parties until such an entity shall remain time as the Administrative Agent and the Lenders have complied with the relevant Grantor thereof even upon the occurrence such law, rules, regulations and during the continuance of an Event of Default until the FCC shall have given its prior consent to the exercise of voting rights by a purchaser at a public or private sale of such Pledged Stock or the exercise of such rights by the Collateral Agent or by a receiver, trustee, conservator or other agent duly appointed pursuant to applicable lawpolicies.
(b) If an Event of Default shall have occurred and is continuing, each Grantor shall take any action which the Collateral Agent may reasonably request in the exercise of its rights and remedies under this Agreement in order to effectuate any transfer of control of any Grantor or any assignment of the Collateral to the Collateral Agent or to such one or more third parties as the Collateral Agent may designate, or to a combination of the foregoing. To enforce the provision of this Section 6.15Furthermore, the Collateral Agent is empowered to seek from the FCC and any other governmental authority, to the extent required by applicable law or government regulation, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateral. Each Grantor agrees to cooperate with any such purchaser and with the Collateral Agent in the preparation, execution and filing of any application and such other forms, and in providing any information that may be necessary or useful in obtaining the FCC’s consent to the transfer of control or assignment of the Collateral. Each Grantor hereby irrevocably (x) consents to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the Collateral Agent under this Agreement, to the Collateral Agent’s right to appoint a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authorities, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of parties acknowledge their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority required to effectuate the foregoing.
(c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respect, each Grantor further agrees that if such Grantorintent that, upon or after the occurrence (and during the continuance) of an Event of Default, should fail or refuse for any reason whatsoeverthe Lenders shall receive, to sign the fullest extent permitted by applicable law and governmental policy (within five (5) Business Days including, the FCC Regulations), all rights necessary or desirable to obtain, use or sell the Licenses and the Collateral securing the Obligations, and to exercise all remedies available to them under this Agreement, the Loan Documents, the Uniform Commercial Code or other applicable law. Therefore, the parties agree that, in the event of a request by Collateral changes in law or governmental policy occurring after the date hereof that affect in any manner the Administrative Agent) any application ’s or the Lenders’ rights of access to, or use or sale of, the Licenses or such Collateral, or the procedures necessary to enable the Administrative Agent or the Lenders to obtain such rights of access, use or sale, the Administrative Agent, the Lenders, the Parent and the Borrower shall amend this Agreement and the Loan Documents in such manner as the Administrative Agent shall reasonably request, in order to provide the Administrative Agent and the Lenders such rights to the FCC or any other greatest extent possible consistent with then applicable Law and governmental authority which is necessary or useful for the exercise of any remedy by Collateral Agent hereunder, such Grantor agrees that such application may be executed on such Grantor’s behalf by the clerk or other designee of any court of competent jurisdiction without notice to such Grantor pursuant to court orderpolicy.
Appears in 1 contract
FCC Compliance. (a) Notwithstanding anything to the contrary contained herein herein:
(a) The Collateral includes all rights of each Grantor under or in relating to FCC License Rights and the proceeds thereof, provided that such security interest does not include at any other agreement, instrument or document executed in connection herewith, no party hereto shall take any actions hereunder that would constitute or result in a transfer of control of an entity holding time any FCC License Rights to the extent (but only to the extent) that at such time the Second-Priority Collateral Agent may not validly possess a security interest therein pursuant to the Communications Act of 1934, as amended, the regulations promulgated thereunder or an assignment of any other applicable law, regulation, or policy, as in effect at such time, but such security interest does include, to the maximum extent permitted by law, all rights incident or appurtenant to the FCC License requiring Rights and the prior approval right to receive all proceeds derived from or in connection with the sale, assignment or transfer of the FCC without first obtaining such prior approval of the FCC. In addition, the parties acknowledge that the voting rights of the Pledged Stock in such an entity shall remain with the relevant Grantor thereof even upon License Rights;
(b) At any time after the occurrence and during the continuance of an Event of Default until the FCC shall have given its prior consent Default, to the exercise of voting rights by a purchaser at a public or private sale of such Pledged Stock or the exercise of such rights extent permitted by the Collateral Agent or by a receiver, trustee, conservator or other agent duly appointed pursuant to applicable law.
(b) If an Event of Default shall have occurred and is continuingFCC, each Grantor shall take any all lawful action which that the Second-Priority Collateral Agent may reasonably request in the exercise of its rights and remedies under this Agreement in order hereunder, which include the right to effectuate any require the Grantor to transfer of control of any Grantor or assign the Pledged Stock, FCC Licenses and Spectrum Leases held by it or any of its Subsidiaries to any party or parties to facilitate an arm’s-length public or private sale for the benefit of the Second-Priority Collateral Agent. In furtherance of this right, the Grantor shall (i) cooperate fully with the Second-Priority Collateral Agent in obtaining all approvals and consents from the FCC and each other Governmental Authority and from any third parties that the Second-Priority Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the Collateral to the Collateral Agent Pledged Stock or to such one or more third parties as the Collateral Agent may designateFCC Licenses and Spectrum Leases, or to a combination of the foregoing. To enforce the provision of this Section 6.15and (ii) prepare, the Collateral Agent is empowered to seek from execute and file with the FCC and any other governmental authorityGovernmental Authority any application, request for consent, certificate or instrument that the Second-Priority Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the Pledged Stock and such FCC Licenses and Spectrum Leases. If the Grantor fails to execute such applications, requests for consent, certificates or instruments, the clerk of any court that has jurisdiction over the Second-Priority Note Documents and/or Other Pari Passu Lien Agreements may, upon an ex parte request by the Second-Priority Collateral Agent, execute and file the same on behalf of the Grantor for purposes of placing such request before the FCC, to the extent permitted by the FCC;
(c) No action shall be taken with respect to the Collateral unless and until all applicable requirements (if any) of the FCC under the Communications Act of 1934, as amended, and the respective rules and regulations thereunder have been satisfied with respect to such action and there have been obtained such consents, approvals and authorizations (if any) as may be required to be obtained from the FCC;
(d) Following an Event of Default all ownership interest in the FCC License Rights and other Collateral will remain with the relevant Grantor unless and until the prior consent (if required) of the FCC pursuant to 47 U.S.C. § 310(d) shall have been obtained;
(e) The creation of any Lien, and the exercise of any remedy, with respect to any FCC License Rights shall be consistent with the rules and regulations administered by the FCC;
(f) Each Secured Party, by acceptance of the benefits hereof, acknowledges that: (i) the Liens hereunder and ability to foreclose thereon will be limited by the need to comply with applicable law; (ii) it is not entitled to exercise any rights with respect to the Collateral if such action would constitute or result in any assignment of an FCC License Right or any change of control (whether as a matter of law or government regulationfact) of the holder of any FCC License Right unless the prior approval (if required) of the FCC is first obtained; (iii) no Grantor can assure the Second-Priority Collateral Agent and the Secured Parties that any such required FCC approval can be obtained on a timely basis or at all; (iv) the requirement to obtain prior FCC approval may limit the number of potential bidders for certain Collateral in any foreclosure and may delay any sale, consent to or either of which events may have an adverse effect on the sale price of the Collateral; and (v) therefore, the practical value of realizing on the Collateral may, without the appropriate FCC consents, be limited; and
(g) Each Grantor acknowledges that the approval of the FCC, each other appropriate Governmental Authority and each lessor, licensor or other party to any voluntary Spectrum Lease to the assignment of the FCC Licenses or involuntary the transfer of control of any entity the Grantor whose stock is pledged hereunder is integral to the Second-Priority Collateral is subject to this Agreement or any voluntary or involuntary assignment Agent’s realization of the value of the Collateral, in each case including the FCC Licenses and the Spectrum Leases, that there is no adequate remedy at law for failure by the purpose of seeking a bona fide purchaser of some or all of the Collateral. Each Grantor agrees to cooperate with any such purchaser and comply with the Collateral Agent in the preparation, execution and filing provisions of any application and such other forms, and in providing any information that may be necessary or useful in obtaining the FCC’s consent to the transfer of control or assignment of the Collateral. Each Grantor hereby irrevocably (x) consents to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the Collateral Agent under this Agreement, to the Collateral Agent’s right to appoint a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authorities, in order to effectuate the transactions contemplated by this Section 6.15 7.6 and (y) waives any right that such Grantor may have to object to failure could not be adequately compensable in damages. Therefore, the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority required to effectuate the foregoing.
(c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respect, each Grantor further agrees that if such Grantor, upon or after the occurrence (and during the continuance) of an Event of Default, should fail or refuse for any reason whatsoever, to sign (within five (5) Business Days of a request by Collateral Agent) any application to the FCC or any other governmental authority which is necessary or useful for the exercise of any remedy by Collateral Agent hereunder, such Grantor agrees that such application the provisions of this Section 7.6 may be executed on specifically enforced, without any requirement to post bond (such rights being fully waived by Grantor’s behalf ) and without regard to the adequacy of any remedies available at law (the defense of the adequacy of remedies at law being fully waived by Grantor) and that the clerk Second-Priority Collateral Agent may seek to obtain approvals and consents with respect to any Spectrum Lease directly from the lessor, licensor or other designee of party to any court of competent jurisdiction without notice to such Grantor pursuant to court orderSpectrum Lease.
Appears in 1 contract
Samples: Second Lien Collateral Agreement (Clearwire Corp /DE)
FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other agreementof the Collateral Documents to the contrary, instrument but without limiting or document executed in connection herewithwaiving the Borrower's or any of its Subsidiaries' obligations hereunder or under any of the Collateral Documents, no party hereto shall the Agent's and the Banks' remedies hereunder and under the Collateral Documents are subject to compliance with the Communications Act of 1934, as amended, and to all applicable rules, regulations and policies of the FCC, and neither the Agent nor the Banks will take any actions hereunder action pursuant to this Agreement or any of the Collateral Documents that would will constitute or result in any assignment of a transfer License issued by the FCC or any change of control of an entity holding the Borrower or any of its Subsidiaries which owns any FCC License or an if such assignment of any FCC License requiring or change of control would require under then existing law (including the written rules and regulations promulgated by the FCC), the prior approval of the FCC FCC, without first obtaining such prior approval of the FCC. In additionThis Agreement, the parties acknowledge that Collateral Documents and the voting rights transactions contemplated hereby and thereby do not and will not constitute, create, or have the effect of constituting or creating, directly or indirectly, actual or practical ownership of the Pledged Stock in such an entity shall remain with Borrower or any of its Subsidiaries by the relevant Grantor thereof even upon the occurrence and during the continuance of an Event of Default until the FCC shall have given its prior consent to the exercise of voting rights by a purchaser at a public or private sale of such Pledged Stock Agent or the exercise Banks or control, affirmative or negative, direct or indirect, of such rights the Borrower or any of its Subsidiaries by the Collateral Agent or by a receiverthe Banks, trusteeover the management or any other aspect of the operation of the Borrower or any of its Subsidiaries, conservator or other agent duly appointed pursuant to applicable which ownership and control remain exclusively and at all times in the stockholders and directors of the Borrower and its Subsidiaries until such time as the Agent and the Banks have complied with such law, rules, regulations and policies.
(b) If an Event of Default shall have occurred and is continuing, each Grantor shall take any action which the Collateral Agent may reasonably request in the exercise of its rights and remedies under this Agreement in order to effectuate any transfer of control of any Grantor or any assignment of the Collateral to the Collateral Agent or to such one or more third parties as the Collateral Agent may designate, or to a combination of the foregoing. To enforce the provision of this Section 6.15Furthermore, the Collateral Agent is empowered to seek from the FCC and any other governmental authority, to the extent required by applicable law or government regulation, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateral. Each Grantor agrees to cooperate with any such purchaser and with the Collateral Agent in the preparation, execution and filing of any application and such other forms, and in providing any information that may be necessary or useful in obtaining the FCC’s consent to the transfer of control or assignment of the Collateral. Each Grantor hereby irrevocably (x) consents to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the Collateral Agent under this Agreement, to the Collateral Agent’s right to appoint a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authorities, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of parties acknowledge their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority required to effectuate the foregoing.
(c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respect, each Grantor further agrees that if such Grantorintent that, upon or after the occurrence (and during the continuance) of an Event of Default, should fail or refuse for any reason whatsoeverthe Agent and the Banks shall receive, to sign the fullest extent permitted by applicable law and governmental policy (within five (5) Business Days including, without limitation, the rules, regulations and policies of the FCC), all rights necessary or desirable to obtain, use or sell the Licenses and the collateral securing the Loans, and to exercise all remedies available to them under this Agreement, the Collateral Documents, the Uniform Commercial Code or other applicable law. Therefore, the parties agree that, in the event of changes in law or governmental policy occurring after the date hereof that affect in any manner the Agent's or the Banks' rights of access to, or ability to obtain a request by Lien in, or use or sale of, the Licenses or such collateral, or the procedures necessary to enable the Agent or the Banks to obtain such rights of access, Liens, use or sale, the Agent, the Banks and the Borrower shall amend this Agreement and the Collateral Agent) any application Documents in such manner as the Agent shall reasonably request, in order to provide the Agent and the Banks such rights to the FCC or any other greatest extent possible consistent with then applicable law and governmental authority which is necessary or useful for the exercise of any remedy by Collateral Agent hereunder, such Grantor agrees that such application may be executed on such Grantor’s behalf by the clerk or other designee of any court of competent jurisdiction without notice to such Grantor pursuant to court orderpolicy.
Appears in 1 contract
Samples: Loan Agreement (Gray Communications Systems Inc /Ga/)
FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any of the Collateral Documents, the Administrative Agent and the other agreement, instrument or document executed in connection herewith, no party hereto shall Credit Parties will not take any actions hereunder action pursuant to this Agreement or any of the Collateral Documents that would constitute or result in a transfer any assignment of an FCC License, Auxiliary License, Secondary Station License, Satellite Earth Station License (as such term is defined in the Communications Act) or Relocation Weather Radar License (as such term is defined in the Communications Act), or any change of control of an entity holding any the Broadcasting Stations if such assignment of FCC License, Auxiliary License, Secondary Station License, Satellite Earth Station License or an assignment Relocation Weather Radar License, or change of any FCC License requiring control would require under then existing law (including the published rules and regulations promulgated by the FCC), the prior approval of the FCC FCC, without first obtaining such prior approval of the FCC. In addition, the parties acknowledge The Administrative Agent and each other Credit Party specifically agree that the (a) voting rights in the Equity Interests of the Loan Parties (the "Pledged Stock in such an entity shall Equity Interests") will remain with the relevant Grantor thereof even holders of such voting rights upon and following the occurrence and during the continuance of an Event of Default until unless any required prior approvals of the FCC to the transfer of such voting rights shall have given its been obtained; (b) upon and following the occurrence of any Event of Default and foreclosure upon the Pledged Equity Interests by the Administrative Agent and the Credit Parties, there will be either a public or private arm's-length sale of the Pledged Equity Interests; and (c) prior consent to the exercise of voting rights by a the purchaser at a public or private sale any such sale, all prior consents of such Pledged Stock or the exercise of such rights FCC required by the Collateral Agent or by a receiver, trustee, conservator or other agent duly appointed pursuant applicable law will be obtained. The Borrower agrees to applicable law.
(b) If an Event of Default shall have occurred and is continuing, each Grantor shall take any action which the Collateral Administrative Agent and/or the other Credit Parties may reasonably request in order to obtain and enjoy the exercise of its full rights and remedies under benefits granted to the Administrative Agent and the Credit Parties by this Agreement in order to effectuate any transfer of control of any Grantor or any assignment including specifically, at the Borrower's own cost and expense, the use of the Collateral to the Collateral Agent or to such one or more third parties as the Collateral Agent may designate, or to a combination commercially reasonable efforts of the foregoing. To enforce the provision of this Section 6.15, the Collateral Agent is empowered Borrower to seek from the FCC and any other governmental authority, to the extent required by applicable law or government regulation, consent to or assist in obtaining approval of the FCC, if applicable, for any voluntary action or involuntary transfer of control of any entity whose Collateral is subject to transaction contemplated by this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateral. Each Grantor agrees to cooperate with any such purchaser and with the Collateral Agent in the preparation, execution and filing of any application and such other formsDocuments which is then required by law, and in providing any information that may be necessary or useful in obtaining the FCC’s consent to the transfer of control or assignment of the Collateral. Each Grantor hereby irrevocably (x) consents to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default andspecifically, without limiting any rights of the Collateral Agent under this Agreement, to the Collateral Agent’s right to appoint a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authorities, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority required to effectuate the foregoing.
(c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respect, each Grantor further agrees that if such Grantorlimitation, upon or after request following the occurrence (and during the continuance) of an Event of Default, should fail to prepare, sign and file (or refuse for cause to be prepared, signed or filed) with the FCC any reason whatsoever, to sign (within five (5) Business Days portion of a request by Collateral Agent) any application or applications for consent to the FCC assignment of license or transfer of control required to be signed by the Borrower and necessary or appropriate under the FCC's rules and regulations for approval of any sale or transfer of any of the Equity Interests or assets of the Borrower or any other governmental authority which is necessary Subsidiary or useful for the exercise any transfer of control over any remedy by Collateral Agent hereunderFCC License, such Grantor agrees that such application may be executed on such Grantor’s behalf by the clerk Auxiliary License, Secondary Station License, Satellite Earth Station License or other designee of any court of competent jurisdiction without notice to such Grantor pursuant to court orderRelocation Weather Radar License.
Appears in 1 contract
FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other agreement, instrument or document executed in connection herewith, ,
(a) no party hereto shall take any actions hereunder or under the other Loan Documents that would constitute or result in an assignment of any Station License, permit or authorization or a transfer of control of an entity holding any FCC License such Station License, permit or an assignment of any FCC License authorization requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. In addition, the parties acknowledge that the voting rights of the Pledged Stock in such an entity shall remain with the relevant Grantor thereof even upon the occurrence and during the continuance of ;
(b) if an Event of Default until under Section 8.01(a) or Section 8.01(f) of the FCC shall have given its prior consent to the exercise of voting rights by a purchaser at a public or private sale of such Pledged Stock or the exercise of such rights by the Collateral Agent or by a receiver, trustee, conservator or other agent duly appointed pursuant to applicable law.
(b) If an Event of Default Credit Agreement shall have occurred and is be continuing, each Grantor shall take any action which in connection with the Collateral Agent may reasonably request in the exercise enforcement of its rights and remedies under this Agreement in order to effectuate any transfer of control of any Grantor or any assignment of the Collateral to the Collateral Agent or to such one or more third parties as the Collateral Agent may designatehereunder, or to a combination of the foregoing. To enforce the provision of this Section 6.15, (i) the Collateral Agent is empowered to seek from the FCC and any other governmental authority, to the extent Governmental Authority any required by applicable law or government regulation, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateral. Each to which control ultimately will be transferred; (ii) each Grantor agrees to shall cooperate with any such purchaser and with the Collateral Agent in the preparation, execution and filing of any application and such other formsapplications, and in providing any information information, or taking any other actions, that may be necessary or useful desirable in obtaining the FCC’s consent to the assignment or transfer of control or assignment to such purchaser of the Collateral. Each ; (iii) each Grantor hereby irrevocably (x) consents shall consent to any such voluntary assignment or involuntary transfer of control or assignment after and during the continuation of an Event of Default andSection 8.01(a) or Section 8.01(f) of the Credit Agreement, without limiting any rights of the Collateral Agent under this Agreement, to authorize the Collateral Agent’s right Agent to appoint nominate a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC FCC, or other required consents required by governmental authoritiesof any Governmental Authority, in order to effectuate the transactions contemplated by this Section 6.15 7.16; and (yiv) waives any right such Grantor may have subject to object to the appointment of such trustee or receiverSection 7.16(a) hereof, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority required to effectuate the foregoing.;
(c) Without without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respecthereunder, each Grantor further agrees that (i) if such Grantor, upon or after the occurrence (and during the continuance) of an Event of DefaultDefault Section 8.01(a) or Section 8.01(f) of the Credit Agreement should, should in violation of its obligations hereunder, fail or refuse for any reason whatsoever, whatsoever to sign (within five (5) Business Days of a request by Collateral Agent) execute any application necessary or appropriate to obtain the consent of the FCC or any other governmental authority which is Governmental Authority necessary or useful appropriate for the exercise of any remedy by right granted to the Collateral Agent hereunder, such Grantor agrees that that, to the extent permitted by law, such application may be executed on such Grantor’s behalf by the clerk or other designee of any court of competent jurisdiction without notice to such Grantor pursuant to court order.; (ii) because of the unique nature of its undertaking in this Section 7.16, the same may be specifically enforced, and such Grantor hereby waives, and agrees to waive, any claim or defense that the Secured Parties would have an adequate remedy at law for the breach of this undertaking and any requirement for the posting of bond or other security; provided, however, that Grantor shall not be obligated to execute or certify any document for submission to the FCC or any other Governmental Authority that Grantor has reasonable cause to believe contains any inaccuracy or to make any statements concerning the qualifications of any prospective transferee or assignee; provided further that this Section 7.16 shall not be deemed to limit any other rights of the Secured Parties available under applicable law and consistent with the Communications Laws;
(d) in connection with this Section 7.16, the Collateral Agent shall be entitled to rely in good faith upon an opinion of outside FCC counsel to the Collateral Agent of the Collateral Agent’s choice with respect to any such assignment or transfer, whether or not the advice rendered is ultimately determined to have been accurate; and
(e) all parties hereto shall otherwise take all reasonable actions that are necessary or appropriate to enable the parties to comply with all applicable FCC rules, regulations, orders or other requirements. [Signature Pages Follow]
Appears in 1 contract
Samples: Security Agreement
FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other agreementthis Agreement, instrument or document executed in connection herewiththe Administrative Agent shall not, no party hereto shall take any actions hereunder that would constitute or result in a transfer of control of an entity holding any FCC License or an assignment of any FCC License requiring without first obtaining the prior approval of the FCC without first obtaining applicable Communications Regulatory Authority, take any action under this Agreement that would require, under the Communications Act or any other Requirements of Law applicable at the time, such prior approval of the FCCsuch Communications Regulatory Authority. In additionconnection with taking any action pursuant to this Agreement (including determining whether an approval of a Communications Regulatory Authority is required in connection therewith), the parties acknowledge that Administrative Agent shall be entitled to rely on the voting rights advice of the Pledged Stock FCC or other regulatory counsel experienced in giving such an entity shall remain with the relevant Grantor thereof even upon the occurrence and during the continuance of an Event of Default until the FCC shall have given its prior consent to the exercise of voting rights by a purchaser at a public or private sale of such Pledged Stock or the exercise of such rights advice selected by the Collateral Administrative Agent (whether or by a receiver, trustee, conservator or other agent duly appointed pursuant not the advice rendered is ultimately determined to applicable lawbe accurate).
(b) If an Event the approval of Default shall have occurred and any Communications Regulatory Authority is continuing, each Grantor shall take required in connection with any action which taken by the Collateral Administrative Agent may reasonably request (including any of its respective agents, officers and attorneys) in the exercise of its rights and remedies under this Agreement in order to effectuate any transfer of control of any Grantor or any assignment of the Collateral to the Collateral Agent or to such one or more third parties as the Collateral Agent may designate, or to a combination of the foregoing. To enforce the provision of this Section 6.15, the Collateral Agent is empowered to seek from the FCC and any other governmental authority, to the extent required by applicable law or government regulation, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateral. Each Grantor agrees to cooperate with any such purchaser and with the Collateral Agent in the preparation, execution and filing of any application and such other forms, and in providing any information that may be necessary or useful in obtaining the FCC’s consent to the transfer of control or assignment of the Collateral. Each Grantor hereby irrevocably (x) consents to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the Collateral Agent under this Agreement, to the Collateral Agent’s right to appoint a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authorities, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or with respect to the Collateral Collateral, the Grantors shall use all commercially reasonable efforts to obtain each such approval and to cooperate with the Administrative Agent under this Agreementin any action to obtain such approval. Each Grantor shall cooperate fully in obtaining shall, at any time following the consent occurrence of a Default or Event of Default which is continuing, upon the written request of the FCC Administrative Agent, execute and deliver (or cause the execution and delivery of) all relevant applications, certificates, instruments, agreements and other documents which are required to be filed in connection with obtaining any required approval or consent of each Communications Regulatory Authority and take such other governmental authority required to effectuate action as the foregoing.
(c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Administrative Agent hereunder may request in any respectconnection therewith, each Grantor further agrees provided that if such Grantor, upon or after the occurrence (and during the continuance) of an Event of Default, should fail or refuse for any reason whatsoever, to sign (within five (5) Business Days of a request by Collateral Agent) any application to the FCC or any other governmental authority which is necessary or useful for the exercise of any remedy by Collateral Agent hereunder, such Grantor agrees that fails to execute and deliver any such application may be executed on such Grantor’s behalf by the clerk applications, certificates, instruments, agreements or other designee documents, then, on the order of any court or other forum of competent jurisdiction, the clerk of the court (or officer any other such forum) which has jurisdiction without notice may execute any such applications, certificates, instruments, agreements or other documents on behalf of such Grantor. Each Grantor shall, upon the written request of the Administrative Agent, execute and deliver such documents and take such other action as may be required to enable the Administrative Agent (including any of its respective agents, officers and attorneys), to obtain any required consent from a Communications Regulatory Authority for the Administrative Agent, through any receiver, trustee or otherwise, to operate any System pending the sale or other disposition of such System hereunder. Each Grantor pursuant acknowledges and agrees that (i) each FCC License, franchise and other similar agreements or Authorizations of any Communications Regulatory Authority are unique assets which (or the control of which) may have to court orderbe transferred to a Person in order for the Administrative Agent and the Secured Parties to adequately realize the full amount of the Obligations from the Collateral and (ii) that the breach of this Section 6.9 by any Grantor would result in irreparable harm to the Administrative Agent and the Secured Parties for which monetary damages are not readily ascertainable and which might not adequately compensate the Administrative Agent and the Secured Parties. Therefore in addition to any remedy which the Administrative Agent and the Secured Parties may have at law or in equity, the Administrative Agent and the Secured Parties shall have the remedy of specific performance by the Grantors of the provisions of this Section 6.9 and each Grantor hereby waives, and agrees to waive, any claim or defense that the Administrative Agent and the Secured Parties would have an adequate remedy at law for the breach by it of this Section 6.9 and any requirement for posting of a bond or other certificate.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Dobson Communications Corp)
FCC Compliance. (a) Notwithstanding anything to the contrary contained herein herein:
(a) The security interest/Collateral includes all rights of each Grantor under or in relating to FCC License Rights and the proceeds thereof, provided that such security interest does not include at any other agreement, instrument or document executed in connection herewith, no party hereto shall take any actions hereunder that would constitute or result in a transfer of control of an entity holding time any FCC License Rights to the extent (but only to the extent) that at such time the Administrative Agent may not validly possess a security interest therein pursuant to the Communications Act of 1934, as amended, the regulations promulgated thereunder or an assignment of any other applicable law, regulation, or policy, as in effect at such time, but such security interest does include, to the maximum extent permitted by law, all rights incident or appurtenant to the FCC License requiring Rights and the prior approval right to receive all proceeds derived from or in connection with the sale, assignment or transfer of the FCC without first obtaining such prior approval of the FCC. In addition, the parties acknowledge that the voting rights of the Pledged Stock in such an entity shall remain with the relevant Grantor thereof even upon License Rights;
(b) At any time after the occurrence and during the continuance of an Event of Default until the FCC shall have given its prior consent Default, to the exercise of voting rights by a purchaser at a public or private sale of such Pledged Stock or the exercise of such rights extent permitted by the Collateral Agent or by a receiver, trustee, conservator or other agent duly appointed pursuant to applicable law.
(b) If an Event of Default shall have occurred and is continuingFCC, each Grantor shall take any all lawful action which that the Collateral Administrative Agent may reasonably request in the exercise of its rights and remedies under this Agreement in order hereunder, which include the right to effectuate any require the Grantor to transfer of control of any Grantor or assign the Pledged Stock, FCC Licenses and Spectrum Leases held by it or any of its Subsidiaries to any party or parties to facilitate an arms'-length public or private sale for the benefit of the Administrative Agent. In furtherance of this right, the Grantor shall (i) cooperate fully with the Administrative Agent in obtaining all approvals and consents from the FCC and each other Governmental Authority and from any third parties that the Administrative Agent may deem necessary or advisable to accomplish any such transfer or assignment of the Collateral to the Collateral Agent Pledged Stock or to such one or more third parties as the Collateral Agent may designateFCC Licenses and Spectrum Leases, or to a combination of the foregoing. To enforce the provision of this Section 6.15and (ii) prepare, the Collateral Agent is empowered to seek from execute and file with the FCC and any other governmental authorityGovernmental Authority any application, request for consent, certificate or instrument that the Administrative Agent may deem necessary or advisable to accomplish any such transfer or assignment of the Pledged Stock and such FCC Licenses and Spectrum Leases. If the Grantor fails to execute such applications, requests for consent, certificates or instruments, the clerk of any court that has jurisdiction over the Loan Documents may, upon an ex parte request by the Administrative Agent, execute and file the same on behalf of the Grantor for purposes of placing such request before the FCC, to the extent permitted by the FCC;
(c) No action shall be taken with respect to the Collateral unless and until all applicable requirements (if any) of the FCC under the Communications Act of 1934, as amended, and the respective rules and regulations thereunder have been satisfied with respect to such action and there have been obtained such consents, approvals and authorizations (if any) as may be required to be obtained from the FCC;
(d) Following an event of default all ownership interest in the FCC License Rights and other Collateral will remain with the relevant Grantor unless and until the prior consent (if required) of the FCC pursuant to 47 U.S.C. Section 310(d) shall have been obtained;
(e) The creation of any Lien, and the exercise of any remedy, with respect to any FCC License Rights shall be consistent with the rules and regulations administered by the FCC;
(f) Each Secured Party, by acceptance of the benefits hereof, acknowledges that: (i) the security interest/Liens hereunder and ability to foreclose thereon will be limited by the need to comply with applicable law; (ii) it is not entitled to exercise any rights with respect to the Collateral if such action would constitute or result in any assignment of an FCC License Right or any change of control (whether as a matter of law or government regulation, consent to or fact) of the holder of any FCC License Right unless the prior approval of the FCC is first obtained; (iii) no Grantor can assure the Administrative Agent and the Secured Parties that any voluntary such required FCC approval can be obtained on a timely basis or involuntary at all; (iv) the requirement to obtain prior FCC approval may limit the number of potential bidders for certain Collateral in any foreclosure and may delay any sale, either of which events may have an adverse effect on the sale price of the Collateral; and (v) therefore, the practical value of realizing on the Collateral may, without the appropriate FCC consents, be limited; and
(g) Each Grantor acknowledges that the approval of the FCC, each other appropriate Governmental Authority and each lessor, licensor or other party to any Spectrum Lease to the assignment of the FCC Licenses or the transfer of control of any entity the Grantor whose Collateral stock is subject pledged hereunder is integral to this Agreement or any voluntary or involuntary assignment the Administrative Agent's realization of the value of the Collateral, including the FCC Licenses and the Spectrum Leases, that there is no adequate remedy at law for failure by the Grantor to comply with the provisions of this Section 8.5 and that such failure could not be adequately compensable in each case for damages. Therefore, the purpose Grantor agrees that the provisions of seeking a bona fide purchaser this Section 8.5 may be specifically enforced, without any requirement to post bond (such rights being rally waived by Grantor) and without regard to the adequacy of some or all any remedies available at law (the defense of the Collateral. Each Grantor agrees adequacy of remedies at law being fully waived by Grantor) and that the Administrative Agent may seek to cooperate obtain approvals and consents with any such purchaser and with the Collateral Agent in the preparation, execution and filing of any application and such other forms, and in providing any information that may be necessary or useful in obtaining the FCC’s consent to the transfer of control or assignment of the Collateral. Each Grantor hereby irrevocably (x) consents respect to any such voluntary Spectrum Lease directly from the lessor, licensor or involuntary transfer other party to any Spectrum Lease.
(h) The foregoing provisions of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the Collateral Agent under this AgreementSection 8.5, to the Collateral Agent’s right extent such provisions relate to appoint a trustee or receiver FCC License Rights (including any actions with respect thereto), shall not apply to acquire or assume control the Borrower at any time to the extent the Borrower is not then required to pledge FCC License Rights hereunder pursuant to clause (I) of the Collateraldefinition of "Excluded Assets", subject only to required judicial, FCC or other consents required by governmental authorities, in order to effectuate provided that the transactions contemplated by foregoing provisions of this Section 6.15 and (y) waives 8.5 shall in any right such Grantor may have to object event apply to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or Borrower to the Collateral Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority required extent such provisions relate to effectuate the foregoing.
Pledged Stock (cincluding any actions with respect thereto) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respect, each Grantor further agrees that if such Grantor, upon or after the occurrence (and during the continuance) of an Event of Default, should fail or refuse for any reason whatsoever, to sign (within five (5) Business Days of a request by Collateral Agent) any application to the FCC or any other governmental authority which is necessary or useful for the exercise of any remedy by Collateral Agent hereunder, such Grantor agrees that such application may be executed on such Grantor’s behalf then pledged by the clerk or other designee of any court of competent jurisdiction without notice to such Grantor pursuant to court orderBorrower hereunder.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Clearwire Corp)
FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other agreementthis Agreement, instrument or document executed in connection herewiththe Administrative Agent shall not, no party hereto shall take any actions hereunder that would constitute or result in a transfer of control of an entity holding any FCC License or an assignment of any FCC License requiring without first obtaining the prior approval of the FCC without first obtaining applicable Communications Regulatory Authority, take any action under this Agreement that would require, under the Communications Act or any other Requirements of Law applicable at the time, such prior approval of the FCCsuch Communications Regulatory Authority. In additionconnection with taking any action pursuant to this Agreement (including determining whether an approval of a Communications Regulatory Authority is required in connection therewith), the parties acknowledge that Administrative Agent shall be entitled to rely on the voting rights advice of the Pledged Stock FCC or other regulatory counsel experienced in giving such an entity shall remain with the relevant Grantor thereof even upon the occurrence and during the continuance of an Event of Default until the FCC shall have given its prior consent to the exercise of voting rights by a purchaser at a public or private sale of such Pledged Stock or the exercise of such rights advice selected by the Collateral Administrative Agent (whether or by a receiver, trustee, conservator or other agent duly appointed pursuant not the advice rendered is ultimately determined to applicable lawbe accurate).
(b) If an Event the approval of Default shall have occurred and any Communications Regulatory Authority is continuing, each Grantor shall take required in connection with any action which taken by the Collateral Administrative Agent may reasonably request (including any of its respective agents, officers and attorneys) in the exercise of its rights and remedies under this Agreement in order to effectuate any transfer of control of any Grantor or any assignment of the Collateral to the Collateral Agent or to such one or more third parties as the Collateral Agent may designate, or to a combination of the foregoing. To enforce the provision of this Section 6.15, the Collateral Agent is empowered to seek from the FCC and any other governmental authority, to the extent required by applicable law or government regulation, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateral. Each Grantor agrees to cooperate with any such purchaser and with the Collateral Agent in the preparation, execution and filing of any application and such other forms, and in providing any information that may be necessary or useful in obtaining the FCC’s consent to the transfer of control or assignment of the Collateral. Each Grantor hereby irrevocably (x) consents to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the Collateral Agent under this Agreement, to the Collateral Agent’s right to appoint a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authorities, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or with respect to the Collateral Collateral, the Grantors shall use all commercially reasonable efforts to obtain each such approval and to cooperate with the Administrative Agent under this Agreementin any action to obtain such approval. Each Grantor shall cooperate fully in obtaining shall, at any time following the consent occurrence of a Default or Event of Default which is continuing, upon the written request of the FCC Administrative Agent, execute and deliver (or cause the execution and delivery of) all relevant applications, certificates, instruments, agreements and other documents which are required to be filed in connection with obtaining any required approval or consent of each Communications Regulatory Authority and take such other governmental authority required to effectuate action as the foregoing.
(c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Administrative Agent hereunder may request in any respectconnection therewith, each Grantor further agrees provided that if such Grantor, upon or after the occurrence (and during the continuance) of an Event of Default, should fail or refuse for any reason whatsoever, to sign (within five (5) Business Days of a request by Collateral Agent) any application to the FCC or any other governmental authority which is necessary or useful for the exercise of any remedy by Collateral Agent hereunder, such Grantor agrees that fails to execute and deliver any such application may be executed on such Grantor’s behalf by the clerk applications, certificates, instruments, agreements or other designee documents, then, on the order of any court or other forum of competent jurisdiction, the clerk of the court (or officer any other such forum) which has jurisdiction without notice may execute any such applications, certificates, instruments, agreements or other documents on behalf of such Grantor. Each Grantor shall, upon the written request of the Administrative Agent, execute and deliver such documents and take such other action as may be required to enable the Administrative Agent (including any of its respective agents, officers and attorneys), to obtain any required consent from a Communications Regulatory Authority for the Administrative Agent, through any receiver, trustee or otherwise, to operate any System pending the sale or other disposition of such System hereunder. Each Grantor pursuant acknowledges and agrees that (i) each FCC License, franchise and other similar agreements or Authorizations of any Communications Regulatory Authority are unique assets which (or the control of which) may have to court orderbe transferred to a Person in order for the Administrative Agent and the Secured Parties to adequately realize the full amount of the Obligations from the Collateral and (ii) that the breach of this Section 6.8 by any Grantor would result in irreparable harm to the Administrative Agent and the Secured Parties for which monetary damages are not readily ascertainable and which might not adequately compensate the Administrative Agent and the Secured Parties. Therefore in addition to any remedy which the Administrative Agent and the Secured Parties may have at law or in equity, the Administrative Agent and the Secured Parties shall have the remedy of specific performance by the Grantors of the provisions of this Section 6.8 and each Grantor hereby waives, and agrees to waive, any claim or defense that the Administrative Agent and the Secured Parties would have an adequate remedy at law for the breach by it of this Section 6.8 and any requirement for posting of a bond or other certificate.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Dobson Communications Corp)
FCC Compliance. (a) Notwithstanding anything to the contrary contained herein herein:
(a) The Collateral includes all rights of each Grantor under or in relating to FCC License Rights and the proceeds thereof, provided that such security interest does not include at any other agreement, instrument or document executed in connection herewith, no party hereto shall take any actions hereunder that would constitute or result in a transfer of control of an entity holding time any FCC License Rights to the extent (but only to the extent) that at such time the Collateral Agent may not validly possess a security interest therein pursuant to the Communications Act of 1934, as amended, the regulations promulgated thereunder or an assignment of any other applicable law, regulation, or policy, as in effect at such time, but such security interest does include, to the maximum extent permitted by law, all rights incident or appurtenant to the FCC License requiring Rights and the prior approval right to receive all proceeds derived from or in connection with the sale, assignment or transfer of the FCC without first obtaining such prior approval of the FCC. In addition, the parties acknowledge that the voting rights of the Pledged Stock in such an entity shall remain with the relevant Grantor thereof even upon License Rights;
(b) At any time after the occurrence and during the continuance of an Event of Default until the FCC shall have given its prior consent Default, to the exercise of voting rights by a purchaser at a public or private sale of such Pledged Stock or the exercise of such rights extent permitted by the Collateral Agent or by a receiver, trustee, conservator or other agent duly appointed pursuant to applicable law.
(b) If an Event of Default shall have occurred and is continuingFCC, each Grantor shall take any all lawful action which that the Collateral Agent may reasonably request in the exercise of its rights and remedies under this Agreement in order hereunder, which include the right to effectuate any require the Grantor to transfer of control of any Grantor or assign the Pledged Stock, FCC Licenses and Spectrum Leases held by it or any assignment of its Subsidiaries to any party or parties to facilitate an arm’s-length public or private sale for the benefit of the Collateral to Agent. In furtherance of this right, the Grantor shall (i) cooperate fully with the Collateral Agent or to such one or more in obtaining all approvals and consents from the FCC and each other Governmental Authority and from any third parties as that the Collateral Agent may designate, deem necessary or advisable to a combination accomplish any such transfer or assignment of the foregoing. To enforce the provision of this Section 6.15Pledged Stock or such FCC Licenses and Spectrum Leases, the Collateral Agent is empowered to seek from and (ii) prepare, execute and file with the FCC and any other governmental authorityGovernmental Authority any application, request for consent, certificate or instrument that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the Pledged Stock and such FCC Licenses and Spectrum Leases. If the Grantor fails to execute such applications, requests for consent, certificates or instruments, the clerk of any court that has jurisdiction over the Note Documents and/or Other Pari Passu Lien Agreements may, upon an ex parte request by the Collateral Agent, execute and file the same on behalf of the Grantor for purposes of placing such request before the FCC, to the extent permitted by the FCC;
(c) No action shall be taken with respect to the Collateral unless and until all applicable requirements (if any) of the FCC under the Communications Act of 1934, as amended, and the respective rules and regulations thereunder have been satisfied with respect to such action and there have been obtained such consents, approvals and authorizations (if any) as may be required to be obtained from the FCC;
(d) Following an Event of Default all ownership interest in the FCC License Rights and other Collateral will remain with the relevant Grantor unless and until the prior consent (if required) of the FCC pursuant to 47 U.S.C. § 310(d) shall have been obtained;
(e) The creation of any Lien, and the exercise of any remedy, with respect to any FCC License Rights shall be consistent with the rules and regulations administered by the FCC;
(f) Each Secured Party, by acceptance of the benefits hereof, acknowledges that: (i) the Liens hereunder and ability to foreclose thereon will be limited by the need to comply with applicable law; (ii) it is not entitled to exercise any rights with respect to the Collateral if such action would constitute or result in any assignment of an FCC License Right or any change of control (whether as a matter of law or government regulationfact) of the holder of any FCC License Right unless the prior approval (if required) of the FCC is first obtained; (iii) no Grantor can assure the Collateral Agent and the Secured Parties that any such required FCC approval can be obtained on a timely basis or at all; (iv) the requirement to obtain prior FCC approval may limit the number of potential bidders for certain Collateral in any foreclosure and may delay any sale, consent to or either of which events may have an adverse effect on the sale price of the Collateral; and (v) therefore, the practical value of realizing on the Collateral may, without the appropriate FCC consents, be limited; and
(g) Each Grantor acknowledges that the approval of the FCC, each other appropriate Governmental Authority and each lessor, licensor or other party to any voluntary Spectrum Lease to the assignment of the FCC Licenses or involuntary the transfer of control of any entity the Grantor whose Collateral stock is subject to this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateral. Each Grantor agrees to cooperate with any such purchaser and with the Collateral Agent in the preparation, execution and filing of any application and such other forms, and in providing any information that may be necessary or useful in obtaining the FCC’s consent to the transfer of control or assignment of the Collateral. Each Grantor hereby irrevocably (x) consents to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the Collateral Agent under this Agreement, pledged hereunder is integral to the Collateral Agent’s right to appoint a trustee or receiver to acquire or assume control realization of the value of the Collateral, subject only including the FCC Licenses and the Spectrum Leases, that there is no adequate remedy at law for failure by the Grantor to required judicial, FCC or other consents required by governmental authorities, in order to effectuate comply with the transactions contemplated by provisions of this Section 6.15 7.6 and that such failure could not be adequately compensable in damages. Therefore, the Grantor agrees that the provisions of this Section 7.6 may be specifically enforced, without any requirement to post bond (ysuch rights being fully waived by Grantor) waives any right such Grantor may have to object and without regard to the appointment adequacy of such trustee or receiver, such Grantor acknowledging any remedies available at law (the defense of the adequacy of remedies at law being fully waived by Grantor) and that the Collateral Agent’s uncontested right Agent may seek to have a trustee or receiver appointed for obtain approvals and consents with respect to any Spectrum Lease directly from the foregoing purposes is considered essential by Holders in connection with the enforcement of their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes. Such trustee or receiver shall have all the rights and powers as provided to it by law or court orderlessor, or to the Collateral Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority required to effectuate the foregoing.
(c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respect, each Grantor further agrees that if such Grantor, upon or after the occurrence (and during the continuance) of an Event of Default, should fail or refuse for any reason whatsoever, to sign (within five (5) Business Days of a request by Collateral Agent) any application to the FCC or any other governmental authority which is necessary or useful for the exercise of any remedy by Collateral Agent hereunder, such Grantor agrees that such application may be executed on such Grantor’s behalf by the clerk licensor or other designee of party to any court of competent jurisdiction without notice to such Grantor pursuant to court orderSpectrum Lease.
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FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other agreement, instrument instrument, or document executed in connection herewith, no party hereto shall take any actions hereunder that would constitute or result in a transfer of control of an entity holding any FCC License or an assignment of any FCC License license, permit or authorization or a change of control over such FCC license, permit or authorization requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. In addition, the parties acknowledge that the voting rights of the Pledged Stock in such an entity shall remain with the relevant Grantor Borrower thereof even upon the occurrence and during the continuance of an Event of Default until the FCC shall have given its prior consent to the exercise of voting stockholder rights by a purchaser at a public or private sale of such Pledged Stock or the exercise of such rights by the Collateral Agent Lender or by a receiver, trustee, conservator or other agent duly appointed pursuant to applicable law.
(b) If an Event of Default shall have occurred and is continuingoccurred, each Grantor Borrower shall take any action which the Collateral Agent Lender may reasonably request in the exercise of its rights and remedies under this Agreement in order to effectuate any transfer of control of any Grantor or any assignment of assign the Collateral to the Collateral Agent Lender or to such one or more third parties as the Collateral Agent Lender may designate, or to a combination of the foregoing. To enforce the provision provisions of this Section 6.15Section, the Collateral Agent Lender is empowered to seek from the FCC and any other governmental authorityGovernmental Authority, to the extent required by applicable law or government regulationrequired, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateralto whom control ultimately will be transferred. Each Grantor Borrower agrees to cooperate with any such purchaser and with the Collateral Agent Lender in the preparation, execution and filing of any application forms and such other forms, and in providing any information that may be necessary or useful helpful in obtaining the FCC’s 's consent to the transfer of control or assignment to such purchaser of the Collateral. Each Grantor Borrower hereby irrevocably (x) consents agrees to consent to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the Collateral Agent Lender under this Agreement, to authorize the Collateral Agent’s right Lender to appoint nominate a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authoritiesGovernmental Authorities, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the NotesSection. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent Lender under this Agreement. Each Grantor Borrower shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority Governmental Authority required to effectuate the foregoing.
(c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent Borrower hereunder in any respect, each Grantor the Borrower further agrees that if such Grantorthe Borrower, upon or after the occurrence (and during the continuance) of an Event of Default, should fail or refuse for any reason whatsoever, without limitation, including any refusal to sign (within five (5) Business Days of a request by Collateral Agent) execute any application to the FCC or any other governmental authority which is necessary or useful appropriate to obtain any governmental consent necessary or appropriate for the exercise of any remedy by Collateral Agent right of the Lender hereunder, such Grantor the Borrower agrees that such application may be executed on such Grantor’s the Borrower's behalf by the clerk or other designee of any court of competent jurisdiction without notice to such Grantor the Borrower pursuant to court order.
(d) In connection with this Section, the Lender shall be entitled to rely in good faith upon an opinion of outside FCC counsel of the Lender's choice with respect to any such assignment or transfer, whether or not the advice rendered is ultimately determined to have been accurate.
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FCC Compliance. (a) Notwithstanding anything to the contrary contained herein in this Agreement or in any other agreementLoan Document, instrument or document executed in connection herewith, no party hereto shall Secured Party will not take any actions hereunder action pursuant to this Agreement or any other Loan Document that would constitute or result in a any assignment of an FCC License or any transfer of control of an entity holding any FCC License or an the Pledged Company, if such assignment of license or transfer of control would require under then existing law (including the Communications Laws and any FCC License requiring of the written rules and regulations promulgated by the FCC), the prior approval consent of the FCC FCC, without first obtaining such prior approval consent of the FCC. In addition, the parties acknowledge that the voting rights of the Pledged Stock in such an entity shall remain with the relevant Grantor thereof even upon the occurrence and during the continuance of an Event of Default until the FCC shall have given its prior consent to the exercise of voting rights by a purchaser at a public or private sale of such Pledged Stock or the exercise of such rights by the Collateral Agent or by a receiver, trustee, conservator or other agent duly appointed pursuant to applicable law.
(b) If Secured Party and Pledgor agree that (i) voting and consensual rights with respect to the Pledged Collateral (“Voting Rights”) will remain with the holders of such Voting Rights upon and following the occurrence of an Event of Default Default, unless any required prior consents of the FCC to the transfer of such Voting Rights to Secured Party or otherwise shall have occurred been obtained (“FCC Voting Rights Consent”); (ii) upon and is continuingfollowing the occurrence of any Event of Default and foreclosure upon the Pledged Collateral by Secured Party, each Grantor shall take there will be either a private or public sale of the Pledged Collateral; and (iii) prior to the exercise of Voting Rights by the purchaser at any such sale, the prior consent of the FCC pursuant to 47 U.S.C. §310(d) will be obtained.
(c) Pledgor agrees to take, at the sole cost of Pledgor, any action which the Collateral Agent Secured Party may reasonably request in order to obtain and enjoy the exercise of its full rights and remedies under this Agreement in order benefits granted to effectuate any transfer of control of any Grantor or any assignment of the Collateral to the Collateral Agent or to such one or more third parties as the Collateral Agent may designate, or to a combination of the foregoing. To enforce the provision of this Section 6.15, the Collateral Agent is empowered to seek from the FCC and any other governmental authority, to the extent required Secured Party by applicable law or government regulation, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateral. Each Grantor agrees to cooperate with any such purchaser and with the Collateral Agent in the preparation, execution and filing of any application and such other forms, and in providing any information that may be necessary or useful in obtaining the FCC’s consent to the transfer of control or assignment of the Collateral. Each Grantor hereby irrevocably (x) consents to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the Collateral Agent under this Agreement, including the use of Pledgor’s best efforts to the Collateral Agent’s right to appoint a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authorities, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent under this Agreement. Each Grantor shall cooperate fully assist in obtaining the consent of the FCC for any action or transaction contemplated by this Agreement which is then required by law, and the approval or consent of each other governmental authority required to effectuate the foregoing.
(c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respectspecifically, each Grantor further agrees that if such Grantorwithout limitation, upon or after request following the occurrence (and during the continuance) of an Event of Default, should fail to prepare, sign, and file (or refuse for cause to be prepared, signed, and filed) with the FCC any reason whatsoever, to sign (within five (5) Business Days portion of a request by Collateral Agent) any application or applications for consent to the assignment of license or transfer of control required to be signed by Pledgor and necessary or appropriate under the FCC’s rules and regulations for approval of any sale or transfer of any of the capital stock, Voting Rights or assets of Pledgor or the Pledged Company or any transfer of control over any FCC License held by Pledgor or the Pledged Company.
(d) Notwithstanding anything to the contrary contained in this Agreement or any other governmental authority which is necessary Loan Document, references to “Secured Party” shall include any nominee, trustee or useful for other fiduciary acting in lieu of Secured Party in order to ensure compliance with Section 310(b) of the Communications Laws
(e) Following obtaining such consent of the FCC as may be required as set forth in this Section 20 with respect to the exercise of rights, powers and privileges of a secured party under the Uniform Commercial Code, and in addition to its other rights and privileges under this Agreement or any remedy by Collateral Agent hereunderother Loan Document, Secured Party shall have all the rights, powers and privileges of a secured party under the Uniform Commercial Code as in effect in any applicable jurisdiction
(f) Following obtaining such Grantor agrees that such application FCC Voting Rights Consent as may be executed on such Grantor’s behalf by the clerk or required as set forth in this Section 20, and subject to compliance with any other designee of any court of competent jurisdiction applicable law, (i) Secured Party may, at its option, and without notice to or demand on Pledgor and in addition to all rights and remedies available to Secured Party under any other agreement, at law, in equity, or otherwise, exercise all Voting Rights in the Pledged Collateral owned by Pledgor, but under no circumstances is Secured Party obligated by the terms of this Agreement to exercise such Grantor pursuant Voting Rights, and (ii) in order to court ordereffectuate the foregoing Voting Rights, Pledgor hereby appoints Secured Party as Pledgor’s true and lawful attorney-in-fact and grants Secured Party an IRREVOCABLE PROXY to vote the Pledged Collateral owned by Pledgor in any manner Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders. The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable and may not be exercised until any required FCC Voting Rights Consent shall have been obtained.
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FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other agreement, instrument instrument, or document executed in connection herewith, no party hereto shall take any actions hereunder that would constitute or result in a transfer of control of an entity holding any FCC License or an assignment of any FCC Station License (as defined in the HAT Exchange Agreement), permit or authorization, or a change of control over such Station License, permit or authorization requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. In addition, the parties acknowledge that the voting rights of the Pledged Stock in such an entity Securities shall remain with the relevant Grantor thereof Pledgor even upon the occurrence and during the continuance of an Event of Default until the FCC shall have given its prior consent to the exercise of voting stockholder rights by a purchaser at a public or private sale of such Pledged Stock Securities or the exercise of such rights by the Collateral Agent Lender or by a receiver, trustee, conservator or other agent duly appointed pursuant to applicable law.
(b) If an Event of Default shall have occurred and is continuingoccurred, each Grantor Pledgor shall take any action which the Collateral Agent Lender may reasonably request in the exercise of its rights and remedies under this Pledge Agreement in order to effectuate any transfer of control of any Grantor or any assignment of assign the Collateral to the Collateral Agent Lender or to such one or more third parties as the Collateral Agent Lender may designate, or to a combination of the foregoing. To enforce the provision provisions of this Section 6.1517, the Collateral Agent Lender is empowered to seek from the FCC and any other governmental authorityGovernmental Authority, to the extent required by applicable law or government regulationrequired, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Pledge Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateralto whom control ultimately will be transferred. Each Grantor Pledgor agrees to cooperate with any such purchaser and with the Collateral Agent Lender in the preparation, execution and filing of any application forms and such other forms, and in providing any information that may be necessary or useful helpful in obtaining the FCC’s 's consent to the transfer of control or assignment to such purchase of the Collateral. Each Grantor Pledgor hereby irrevocably (x) consents agrees to consent to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the Collateral Agent Lender under this Pledge Agreement, to authorize the Collateral Agent’s right Lender to appoint nominate a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authoritiesGovernmental Authorities, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes17. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent Lender under this Pledge Agreement. Each Grantor Pledgor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority Governmental Authority required to effectuate the foregoing.. 39
(c) Without limiting In connection with this Section 17, the obligations Lender shall be entitled to rely in good faith upon an opinion of any Grantor hereunder and the rights outside FCC counsel of the Collateral Agent hereunder in Lender's choice with respect to any respectsuch assignment or transfer, each Grantor further agrees that if such Grantor, upon whether or after not the occurrence (and during the continuance) of an Event of Default, should fail or refuse for any reason whatsoever, advice rendered is ultimately determined to sign (within five (5) Business Days of a request by Collateral Agent) any application to the FCC or any other governmental authority which is necessary or useful for the exercise of any remedy by Collateral Agent hereunder, such Grantor agrees that such application may be executed have been accurate. [signatures begin on such Grantor’s behalf by the clerk or other designee of any court of competent jurisdiction without notice to such Grantor pursuant to court order.next page]
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FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other agreementof the Collateral Documents to the contrary, instrument but without limiting or document executed in connection herewithwaiving the Borrower's or any of its Subsidiaries' obligations hereunder or under any of the Collateral Documents, no party hereto shall the Agent's and the Banks' remedies hereunder and under the Collateral Documents are subject to compliance with the Communications Act of 1934, as amended, and to all applicable rules, regulations and policies of the FCC, and neither the Agent nor the Banks will take any actions hereunder action pursuant to this Agreement or any of the Collateral Documents that would will constitute or result in any assignment of a transfer License issued by the FCC or any change of control of an entity holding the Borrower or any of its Subsidiaries which owns any FCC License or an if such assignment of any FCC License requiring or change of control would require under then existing law (including the written rules and regulations promulgated by the FCC), the prior approval of the FCC FCC, without first obtaining such prior approval of the FCC. In additionThis Agreement, the parties acknowledge that Collateral Documents and the voting rights transactions contemplated hereby and thereby do not and will not constitute, create, or have the effect of constituting or creating, directly or indirectly, actual or practical ownership of the Pledged Stock in such an entity shall remain with Borrower or any of its Subsidiaries by the relevant Grantor thereof even upon the occurrence and during the continuance of an Event of Default until the FCC shall have given its prior consent to the exercise of voting rights by a purchaser at a public or private sale of such Pledged Stock Agent or the exercise Banks or control, affirmative or negative, direct or indirect, of such rights the Borrower or any of its Subsidiaries by the Collateral Agent or by a receiverthe Banks, trusteeover the management or any other aspect of the operation of the Borrower or any of its Subsidiaries, conservator or other agent duly appointed pursuant to applicable which ownership and control remain exclusively and at all times in the stockholders and directors of the Borrower and its Subsidiaries until such time as the Banks have complied with such law, rules, regulations and policies.
(b) If an Event of Default shall have occurred and is continuing, each Grantor shall take any action which the Collateral Agent may reasonably request in the exercise of its rights and remedies under this Agreement in order to effectuate any transfer of control of any Grantor or any assignment of the Collateral to the Collateral Agent or to such one or more third parties as the Collateral Agent may designate, or to a combination of the foregoing. To enforce the provision of this Section 6.15Furthermore, the Collateral Agent is empowered to seek from the FCC and any other governmental authority, to the extent required by applicable law or government regulation, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateral. Each Grantor agrees to cooperate with any such purchaser and with the Collateral Agent in the preparation, execution and filing of any application and such other forms, and in providing any information that may be necessary or useful in obtaining the FCC’s consent to the transfer of control or assignment of the Collateral. Each Grantor hereby irrevocably (x) consents to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the Collateral Agent under this Agreement, to the Collateral Agent’s right to appoint a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authorities, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of parties acknowledge their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority required to effectuate the foregoing.
(c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respect, each Grantor further agrees that if such Grantorintent that, upon or after the occurrence (and during the continuance) of an Event of Default, should fail or refuse for any reason whatsoeverthe Banks shall receive, to sign the fullest extent permitted by applicable law and governmental policy (within five (5) Business Days including, without limitation, the rules, regulations and policies of a request by the FCC), all rights necessary or desirable to obtain, use or sell the Licenses and the collateral securing the Loans, and to exercise all remedies available to them under this Agreement, the Collateral Documents, the Uniform Commercial Code or other applicable law. Therefore, the parties agree that, in the event of changes in law or governmental policy occurring after the date hereof that affect in any manner the Agent) any application 's or the Banks' rights of access to, or use or sale of, the Licenses or such collateral, or the procedures necessary to enable the Agent or the Banks to obtain such rights of access, use or sale, the Agent, the Banks and the Borrower shall amend this Agreement and the Collateral Documents in such manner as the Agent shall reasonably request, in order to provide the Agent and the Banks such rights to the FCC or any other greatest extent possible consistent with then applicable law and governmental authority which is necessary or useful for the exercise of any remedy by Collateral Agent hereunder, such Grantor agrees that such application may be executed on such Grantor’s behalf by the clerk or other designee of any court of competent jurisdiction without notice to such Grantor pursuant to court orderpolicy.
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FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any of the Collateral Documents, the Administrative Agent and the other agreement, instrument or document executed in connection herewith, no party hereto shall Credit Parties will not take any actions hereunder action pursuant to this Agreement or any of the Collateral Documents that would constitute or result in a transfer any assignment of an FCC License, Auxiliary License, Secondary Station License, Satellite Earth Station License (as such term is defined in the Communications Act) or Relocation Weather Radar License (as such term is defined in the Communications Act), or any change of control of an entity holding any the Broadcasting Stations if such assignment of FCC License, Auxiliary License, Secondary Station License, Satellite Earth Station License or an assignment Relocation Weather Radar License, or change of any FCC License requiring control would require under then existing law (including the published rules and regulations promulgated by the FCC), the prior approval of the FCC FCC, without first obtaining such prior approval of the FCC. In addition, the parties acknowledge The Administrative Agent and each other Credit Party specifically agree that the (a) voting rights in the Equity Interests of the Loan Parties (the "Pledged Stock in such an entity shall Equity Interests") will remain with the relevant Grantor thereof even holders of such voting rights upon and following the occurrence and during the continuance of an Event of Default until unless any required prior approvals of the FCC to the transfer of such voting rights shall have given its been obtained; (b) upon and following the occurrence of any Event of Default and foreclosure upon the Pledged Equity Interests by the Administrative Agent and the Credit Parties, there will be either a public or private arm's-length sale of the Pledged Equity Interests; and (c) prior consent to the exercise of voting rights by a the purchaser at a public or private sale any such sale, all prior consents of such Pledged Stock or the exercise of such rights FCC required by the Collateral Agent or by a receiver, trustee, conservator or other agent duly appointed pursuant applicable law will be obtained. The Borrower agrees to applicable law.
(b) If an Event of Default shall have occurred and is continuing, each Grantor shall take any action which the Collateral Administrative Agent and/or the other Credit Parties may reasonably request in order to obtain and enjoy the exercise of its full rights and remedies under benefits granted to the Administrative Agent and the Credit Parties by this Agreement in order to effectuate any transfer of control of any Grantor or any assignment including specifically, at the Borrower's own cost and expense, the use of the Collateral to the Collateral Agent or to such one or more third parties as the Collateral Agent may designate, or to a combination commercially reasonable efforts of the foregoing. To enforce the provision of this Section 6.15, the Collateral Agent is empowered Borrower to seek from the FCC and any other governmental authority, to the extent required by applicable law or government regulation, consent to or assist in obtaining approval of the FCC, if applicable, for any voluntary action or involuntary transfer of control of any entity whose Collateral is subject to transaction contemplated by this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateral. Each Grantor agrees to cooperate with any such purchaser and with the Collateral Agent in the preparation, execution and filing of any application and such other formsDocuments which is then required by law, and in providing any information that may be necessary or useful in obtaining the FCC’s consent to the transfer of control or assignment of the Collateral. Each Grantor hereby irrevocably (x) consents to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default andspecifically, without limiting any rights of the Collateral Agent under this Agreement, to the Collateral Agent’s right to appoint a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authorities, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority required to effectuate the foregoing.
(c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respect, each Grantor further agrees that if such Grantorlimitation, upon or after request following the occurrence (and during the continuance) of an Event of Default, should fail to prepare, sign and file (or refuse for cause to be prepared, signed or filed) with the FCC any reason whatsoever, to sign (within five (5) Business Days portion of a request by Collateral Agent) any application or applications for consent to the FCC assignment of license or transfer of control required to be signed by the Borrower and necessary or appropriate under the FCC's rules and regulations for approval of any sale or transfer of any of the Equity Interests or assets of the Borrower or any other governmental authority which is necessary Subsidiary or useful for the exercise any transfer of control over any remedy by Collateral Agent hereunderFCC License, such Grantor agrees that such application may be executed on such Grantor’s behalf by the clerk Auxiliary License, Secondary Station License, Satellite Earth Station License or other designee of any court of competent jurisdiction without notice to such Grantor pursuant to court order.Relocation Weather Radar License.
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