Common use of FCC Matters Clause in Contracts

FCC Matters. (a) Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, agrees that to the extent prior FCC approval is required pursuant to communications laws for (i) the operation and effectiveness of any grant, right or remedy hereunder or under any other Security Document or (ii) taking any action that may be taken by the Collateral Agent hereunder or under the other Security Documents, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in favor of the Collateral Agent, on behalf of the Secured Parties. Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, acknowledges that, to the extent required by the FCC, the voting rights in the applicable pledged securities, as well as de jure, de facto and negative control over all FCC Licenses, shall remain with the applicable Grantors even in the event of an Event of Default until the FCC shall have given its prior consent to the exercise of securityholder rights by a purchaser at a public or private sale of the applicable pledged securities or to the exercise of such rights by a receiver, trustee, conservator or other agent duly appointed in accordance with the applicable law. The Grantors shall, upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required Holders), file or cause to be filed such applications for approval and shall take such other actions reasonably required by the Collateral Agent, as directed by the Required Holders pursuant to this Security Agreement, to obtain such FCC approvals or consents as are necessary to transfer ownership and control to the Collateral Agent, on behalf of the Secured Parties, or their successors, assigns or designees, of the FCC Licenses held by the applicable Grantors. To enforce the provisions of this subsection, and if Grantors do not timely file or cause to be filed the required applications for FCC approval, the Collateral Agent is empowered, at the written direction of the Required Holders, and subject to the Collateral Agent’s rights hereunder and under the Indenture, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC an involuntary transfer of control of any such FCC License for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required Holders), the Grantors shall further use their reasonable best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated hereby, including, without limitation, the preparation, execution and filing with the FCC of the assignor’s or transferor’s portion of any application for consent to the assignment of any FCC License or transfer of control necessary or appropriate under the FCC’s rules and regulations for approval of the transfer or assignment of any portion of the Collateral, together with any FCC License or other authorization. (b) The Grantors acknowledge that the assignment or transfer of such FCC Licenses is integral to the Secured Parties’ realization of the value of the Collateral, that there is no adequate remedy at law for failure by the applicable Grantors to comply with the provisions of this section and that such failure would not be adequately compensable in damages, and therefore agree that this section may be specifically enforced. (c) Notwithstanding anything herein or in any other Security Document to the contrary, neither the Collateral Agent nor any other Secured Party shall, without first obtaining the approval of the FCC, take any action hereunder or under any other Security Document that would constitute or result in any assignment of an FCC License or any change of control of any Grantor if such assignment or change of control would require the approval of the FCC under applicable law (including FCC rules and regulations).

FCC Matters. (a) Notwithstanding anything herein to the contraryIf a Default shall have occurred and be continuing, the Collateral Agent, on behalf of the Secured Parties, agrees that to the extent prior FCC approval is required pursuant to communications laws for (i) the operation and effectiveness of any grant, right or remedy hereunder or under any other Security Document or (ii) taking Pledgor shall take any action that may be taken by which the Collateral Agent hereunder or under the other Security Documents, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or may request in favor of the Collateral Agent, on behalf of the Secured Parties. Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, acknowledges that, to the extent required by the FCC, the voting rights in the applicable pledged securities, as well as de jure, de facto and negative control over all FCC Licenses, shall remain with the applicable Grantors even in the event of an Event of Default until the FCC shall have given its prior consent to the exercise of securityholder its rights by a purchaser at a public or private sale of the applicable pledged securities or to the exercise of such rights by a receiver, trustee, conservator or other agent duly appointed in accordance with the applicable law. The Grantors shall, upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required Holders), file or cause to be filed such applications for approval and shall take such other actions reasonably required by the Collateral Agent, as directed by the Required Holders pursuant to remedies under this Security Agreement, to obtain such FCC approvals or consents as are necessary Agreement to transfer ownership and control assign to the Collateral Agent, on behalf or to such one or more third parties as the Collateral Agent may designate, or to a combination of the Secured Partiesforegoing, or their successors, assigns or designees, of the FCC Licenses held by the applicable GrantorsPledged Collateral. To enforce the provisions of this subsection, and if Grantors do not timely file or cause to be filed the required applications for FCC approvalSection 15, the Collateral Agent is empowered, at the written direction of the Required Holders, and subject to the Collateral Agent’s rights hereunder and under the Indenture, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed hereby empowered to seek from the FCC an involuntary transfer of control of any such FCC License Holdings for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. If a Default shall have occurred and be continuing, the Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the Collateral Agent. Upon the occurrence and during the continuance continuation of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of a Default, at the Collateral Agent’s request (acting at the written request of the Required Holders), the Grantors Pledgor shall further use their its commercially reasonable best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated herebyby this Agreement, including, without limitation, the preparation, execution and filing with the FCC of the assignor’s or transferor’s Pledgor's portion of any application or applications for consent to the assignment of any FCC License or transfer of control necessary or appropriate under the FCC’s 's rules and regulations for approval of the transfer or assignment of any portion of the Pledged Collateral, together with any FCC License or other authorization. (b) The Grantors acknowledge Pledgor acknowledges that FCC authorization for the assignment or transfer of such FCC Licenses control of the licenses of Holdings and its Subsidiaries is integral to the Secured Parties’ Lenders' realization of the value of the Pledged Collateral, that there is no adequate remedy at law for failure by the applicable Grantors Pledgor to comply with the provisions of this section Section 15 and that such failure would not be adequately compensable in damages, and therefore agree agrees that the agreements of the Pledgor contained in this section Section 15 may be specifically enforced. (c) Notwithstanding anything herein or in any other Security Document to the contrarycontrary contained in this Agreement, neither the Collateral Agent nor any other Secured Party shallshall not, without first obtaining the approval of the FCC, take any action hereunder or under any other Security Document that pursuant to this Agreement which would constitute or result in any assignment of an FCC License or any change of control of Holdings or any Grantor of its Subsidiaries if such assignment or change of in control would require require, under then existing law (including the written rules and regulations of the FCC), the prior approval of the FCC FCC. (d) Upon the occurrence and during the continuance of a Default and subject to the other provisions of Sections 12 and 14, the Pledgor consents to the transfer of control or assignment of the Pledged Collateral to a receiver, trustee, transferee, or similar official or to any purchaser of the Pledged Collateral pursuant to any public or private sale, judicial sale, foreclosure or exercise of other remedies available to the Collateral Agent, for its benefit and the ratable benefit of the Lenders, under this Agreement and as permitted by applicable law law. (including FCC rules e) Notwithstanding anything to the contrary contained in this Agreement, prior to the occurrence of a Default and regulations)compliance with all applicable laws by the Collateral Agent, this Agreement and the transactions contemplated hereby do not, will not, and are not intended to, constitute, create or have the effect of constituting or creating, directly or indirectly, actual or practical ownership of the Pledgor, Holdings or any of their respective Subsidiaries by the Collateral Agent or the Lenders or control, affirmative or negative, direct or indirect, of the Pledgor, Holdings or any of their respective Subsidiaries, over the management or any other aspect of the operations of the Pledgor, Holdings or any of their respective Subsidiaries, which ownership and control remain exclusively and at all times in the Pledgor, Holdings and their respective Subsidiaries, as the case may be.

FCC Matters. Notwithstanding any other provision of this Security Agreement: (aA) Notwithstanding anything herein to the contraryAny foreclosure on, sale, transfer or other disposition of any of the Collateral Agent, on behalf by the Secured Party shall be pursuant to Section 310(d) of the Secured PartiesCommunications Act of 1934, agrees that as amended, and the applicable rules and regulations thereunder, and, if and to the extent required thereby, subject to the prior approval or notice to and non-opposition of the FCC. (B) If a Default shall have occurred and be continuing, the Debtor shall take any action, which the Secured Party may reasonably request in order to transfer and assign to the Secured Party, or to such one or more third parties as the Secured Party may designate, or to a combination of the foregoing, each FCC approval is required pursuant to communications laws for (i) the operation and effectiveness of any grant, right license or remedy hereunder or under any other Security Document or (ii) taking any action that may be taken permit held by the Collateral Agent hereunder or under the other Security Documents, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in favor of the Collateral Agent, on behalf of the Debtor. The Secured Parties. Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, acknowledges thatParty is empowered, to the extent required permitted by the FCC, the voting rights in the applicable pledged securities, as well as de jure, de facto and negative control over all FCC Licenses, shall remain with the applicable Grantors even in the event of an Event of Default until the FCC shall have given its prior consent to the exercise of securityholder rights by a purchaser at a public or private sale of the applicable pledged securities or to the exercise of such rights by a receiver, trustee, conservator or other agent duly appointed in accordance with the applicable law. The Grantors shall, upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required Holders), file or cause to be filed such applications for approval and shall take such other actions reasonably required by the Collateral Agent, as directed by the Required Holders pursuant to this Security Agreement, to obtain such FCC approvals or consents as are necessary to transfer ownership and control to the Collateral Agent, on behalf of the Secured Parties, or their successors, assigns or designees, of the FCC Licenses held by the applicable Grantors. To enforce the provisions of this subsection, and if Grantors do not timely file or cause to be filed the required applications for FCC approval, the Collateral Agent is empowered, at the written direction of the Required Holders, and subject to the Collateral Agent’s rights hereunder and under the Indenture, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall may be instructed by the Secured Party to seek from the FCC an involuntary transfer of control of any each such FCC License license or permit for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Debtor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Debtor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of a Default, at the Collateral Agent’s request (acting at the written request of the Required Holders), the Grantors Debtor shall further use their reasonable its best efforts to assist in obtaining approval of the FCCFCC and any state regulatory bodies, if required, for any action or transactions contemplated herebyby this Security Agreement, including, without limitation, the preparation, execution and filing with the FCC and any state regulatory bodies of the assignor’s 's or transferor’s 's portion of any application or applications for consent to the assignment of any FCC License license or permit or transfer of control necessary or appropriate under the FCC’s rules and regulations of the FCC or any state regulatory body for approval or non-opposition of the transfer or assignment of any portion of the Collateral, together including, without limitation, with any FCC License license or other authorizationpermit. (bC) The Grantors acknowledge Debtor acknowledges that the assignment or transfer of such each FCC Licenses license or permit is integral to the Secured Parties’ Party's realization of the value of the Collateral, that there is no adequate remedy at law for failure by the applicable Grantors Secured Party to comply with the provisions of this section Section 7 and that such failure would not be adequately compensable in damages, and therefore agree agrees, without limiting the right of the Secured Party to seek and obtain specific performance of other obligations of the Debtor contained in this Security Agreement, that the agreements contained in this section Section 7 may be specifically enforced. (cD) Notwithstanding anything herein In accordance with the requirements of 47 C.F.R. Section 22.917, or any successor provision thereto, the Secured Party shall notify the Debtor and the FCC in any other Security Document writing at least 10 days prior to the contrary, neither date on which the Collateral Agent nor any other Secured Party shallintends to exercise its rights, without first obtaining the approval pursuant to this Security Agreement or any of the FCCother Loan Documents, take by foreclosing on, or otherwise disposing of, any action hereunder or under any other Security Document that would constitute or result Collateral in any assignment of an FCC License connection with which such notice is required pursuant to 47 C.F.R. Section 22.917 or any change of control of any Grantor if such assignment or change of control would require the approval of the FCC under applicable law (including FCC rules and regulations).successor provision thereto. [Signatures on next page]

FCC Matters. (a) Notwithstanding anything herein to the contrary, the Collateral AgentRyman Parent, on behalf of itself and its Subsidiaries, and the Secured Parties, agrees Company acknowledge and agree that to the extent prior FCC approval Investor Member is required pursuant to communications laws for (i) the operation and effectiveness of any grant, right or remedy hereunder or under any other Security Document or (ii) taking any action that may be taken by the Collateral Agent hereunder or under the other Security Documents, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in favor a third-party beneficiary of the Collateral Agent, Option Agreement and is entitled to exercise and enforce the rights of the Optionee (as defined in the Option Agreement) on behalf of the Secured Parties. Notwithstanding anything herein Optionee under the Option Agreement to the contrary, fullest extent as though the Collateral Agent, on behalf of Investor Member were the Secured Parties, acknowledges that, Optionee and a party to the extent required by the FCC, the voting rights in the applicable pledged securities, as well as de jure, de facto and negative control over all FCC Licenses, shall remain with the applicable Grantors even in the event of an Event of Default until the FCC shall have given its prior consent to the exercise of securityholder rights by a purchaser at a public or private sale of the applicable pledged securities or to the exercise of such rights by a receiver, trustee, conservator or other agent duly appointed in accordance with the applicable law. The Grantors shall, upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required Holders), file or cause to be filed such applications for approval and shall take such other actions reasonably required by the Collateral Agent, as directed by the Required Holders pursuant to this Security Option Agreement, to obtain such FCC approvals or consents as are necessary to transfer ownership and control to the Collateral Agent, on behalf of the Secured Parties, or their successors, assigns or designees, of the FCC Licenses held by the applicable Grantors. To enforce the provisions of this subsection, and if Grantors do not timely file or cause to be filed the required applications for FCC approval, the Collateral Agent is empowered, at the written direction of the Required Holders, and subject to the Collateral Agent’s rights hereunder and under the Indenture, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC an involuntary transfer of control of any such FCC License for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required Holders), the Grantors shall further use their reasonable best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated hereby, including, without limitation, the preparation, execution and filing with the FCC of the assignor’s or transferor’s portion of any application for consent to the assignment of any FCC License or transfer of control necessary or appropriate under the FCC’s rules and regulations for approval of the transfer or assignment of any portion of the Collateral, together with any FCC License or other authorization. (b) The Grantors acknowledge that So long as the assignment Investor Member holds any of the Outstanding Units, neither the Ryman Member nor the Company shall cause, effect, or permit the transfer of such the FCC Licenses is integral (as defined in the Option Agreement) to the Secured Parties’ realization Company or a Subsidiary thereof without the prior consent of the value of the Collateral, that there is no adequate remedy at law for failure by the applicable Grantors to comply with the provisions of this section and that such failure would not be adequately compensable in damages, and therefore agree that this section may be specifically enforcedInvestor Member. (c) Notwithstanding anything herein Prior to any Sale of the Company, a Qualified Spinoff, a Qualified IPO or a Change of Control of Ryman Parent (as defined in any other Security Document to the contraryServices Agreement) or such earlier time as shall be mutually agreed by the Ryman Member and the Investor Member, neither Ryman Parent, Atairos Parent and the Collateral Agent nor any other Secured Party Company shall, without first obtaining the approval of the FCCand shall cause their respective Affiliates to, take any action hereunder or under any other Security Document that would constitute or result cooperate in any assignment of an FCC License or any change of control of any Grantor if such assignment or change of control would require the approval good faith to structure a transfer of the FCC Licenses to such Person or Persons that is in the best interests of the Company given the commercial realities of the proposed transaction (including, for example, a transfer of the FCC Licenses to the Company or a Subsidiary thereof or to a new entity that would be owned by Affiliates of the Ryman Member and/or indirect equityholders of the Investor Member who are not treated as “foreign” under applicable law Federal Communications Laws), and shall thereafter use commercially reasonable efforts to effect such transfer on terms that the Ryman Member and Investor Member shall mutually agree; provided that no party hereto or any of its Affiliates shall, in connection with any of the foregoing, be required to accept or otherwise agree to any structure or transfer that (i) would reasonably be expected to impose, directly or indirectly (including through its indirect ownership in the Person that holds the FCC rules Licenses), any limitation or restriction on the ability of such party or any of its Affiliates (or any member of the Comcast Group) to freely conduct their businesses, structure their direct or indirect ownership, engage in transactions with other Persons (including investments in other Persons) or own any other assets; or (ii) would require any member of the Comcast Group to acquire directly or indirectly any ownership interest in the FCC Licenses. (d) So long as the Investor Member holds any of the Outstanding Units, without the prior written consent of the Investor Member, the Ryman Member and regulationsthe Company shall not, and each shall cause its Subsidiaries not to: (i) exercise any rights with respect to any Event of Default (as defined in the LMA); (ii) terminate, materially amend or modify the Option Agreement or the LMA (or otherwise not extend the term of the Option Agreement or the LMA); and (iii) (A) exercise the Option (as defined in the Option Agreement) or (B) designate any third party to acquire all or part of the Station Assets (as defined in the Option Agreement) or otherwise assign the Option to a third party.

FCC Matters. (a) Notwithstanding anything herein to the contrary, the Collateral Administrative Agent, acting on behalf of the Secured Parties, agrees that to the extent prior FCC approval or consent is required pursuant to communications laws the Communications Laws for (i) the operation and effectiveness of any grant, right or remedy hereunder or under any other Security Collateral Document or (ii) taking any action that may be taken by the Collateral Administrative Agent hereunder or under the other Security Collateral Documents, such grant, right, remedy or actions will be subject to such prior FCC approval or consent having been obtained by or in favor of the Collateral Administrative Agent, on behalf of the Secured Parties. Notwithstanding anything herein to the contrary, the Collateral Administrative Agent, on behalf of the Secured Parties, acknowledges that, to the extent required by the FCC, the voting rights in the applicable pledged securitiesPledged Securities, as well as de jure, de facto and negative control over all FCC Licensesauthorizations, shall remain with the applicable Grantors Pledgors even in the event of an Event of a Default until the FCC shall have given its prior consent to the exercise of securityholder rights by a purchaser at a public or private sale of the applicable pledged securities Pledged Securities or until the FCC shall have given its prior consent to the exercise of such rights by a receiver, trustee, conservator or other agent duly appointed in accordance with the applicable law. The Grantors Pledgors shall, upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Administrative Agent’s request (acting at the written request of the Required Holders)request, file or cause to be filed such applications for approval or consent and shall take such other actions reasonably required by the Collateral Administrative Agent, as directed requested by and on behalf of the Required Holders pursuant to this Security AgreementSecured Parties, to obtain such FCC approvals or consents as are necessary to transfer ownership and control to the Collateral Administrative Agent, on behalf of the Secured Parties, or their successors, assigns or designees, designees of the FCC Licenses and Station Licenses held by the applicable GrantorsPledgors. To enforce the provisions of this subsection, and if Grantors do not timely file or cause to be filed the required applications for FCC approvalSubsection 11.15, the Collateral Administrative Agent is empowered, at the written direction of the Required Holders, and subject to the Collateral Agent’s rights hereunder and under the Indenture, empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC an involuntary transfer of control assignment of any such FCC License or Station License for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferredassigned, subject to prior FCC consent. Upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Administrative Agent’s request (acting at the written request of the Required Holders)reasonable request, the Grantors Pledgors shall further use their commercially reasonable best efforts to assist in obtaining approval or consent of the FCC, if required, for any action actions or transactions contemplated hereby, including, without limitation, the preparation, execution and filing with the FCC of the assignor’s or transferor’s portion of any application for consent to the assignment of any FCC License or Station Licenses or transfer of control of such FCC license holder, necessary or appropriate under the FCC’s rules and regulations for approval of consent to the transfer or assignment of any portion of the Collateral, together with any FCC License or Station License or other authorization. Furthermore, the parties acknowledge their intent that, upon the occurrence of an Event of Default, the Administrative Agent and Secured Parties may seek, to the fullest extent permitted by applicable law and governmental policy (including, the Communications Laws), all rights necessary or desirable to obtain, use or sell the FCC Licenses, Station 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’s or any of the Secured Parties’ rights of access to, or use or sale of, the FCC Licenses, Station 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 and Pledgors 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 greatest extent possible consistent with then applicable Law and governmental policy. (b) The Grantors Pledgors acknowledge that the assignment or transfer of control of such FCC Licenses and Station Licenses is integral to the Secured Parties’ realization of the value of the Collateral, that there is no adequate remedy at law for failure by the applicable Grantors Pledgors to comply with the provisions of this section Section 11.15 and that such failure would not be adequately compensable in damages, and therefore agree that this section Section 11.15 may be specifically enforced. (c) Notwithstanding anything herein or in any other Security Collateral Document or the Secured Agreements to the contrary, neither the Collateral Administrative Agent nor any other Secured Party shall, without first obtaining the approval or consent of the FCC, take any action hereunder or under any other Security Collateral Document that would constitute or result in any assignment of an FCC License or Station License or any change transfer of control of any Grantor Pledgor if such assignment or change of control would require the prior approval or consent of the FCC under applicable law (including FCC rules and regulations).

FCC Matters. (a) Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, agrees that to the extent prior FCC approval is required pursuant to communications laws for (i) the operation and effectiveness of any grant, right or remedy hereunder or under any other Security Document or (ii) taking any action that may be taken by the Collateral Agent hereunder or under the other Security Documents, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in favor of the Collateral Agent, on behalf of the Secured Parties. Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, acknowledges that, to the extent required by the FCC, the voting rights in the applicable pledged securities, as well as de jure, de facto and negative control over all FCC Licenses, shall remain with the applicable Grantors even in the event of If an Event of Default until the FCC shall have given its prior consent to occurred and be continuing, Pledgor shall take any action which the Trustee may request in the exercise of securityholder its rights by and remedies under this Agreement to transfer and assign to the Trustee, or to such one or more third parties as the Trustee may designate, or to a purchaser at a public or private sale combination of the applicable pledged securities or to foregoing, the exercise of such rights by a receiver, trustee, conservator or other agent duly appointed in accordance with the applicable law. The Grantors shall, upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required Holders), file or cause to be filed such applications for approval and shall take such other actions reasonably required by the Collateral Agent, as directed by the Required Holders pursuant to this Security Agreement, to obtain such FCC approvals or consents as are necessary to transfer ownership and control to the Collateral Agent, on behalf of the Secured Parties, or their successors, assigns or designees, of the FCC Licenses held by the applicable GrantorsPledged Collateral. To enforce the provisions of this subsection, and if Grantors do not timely file or cause to be filed the required applications for FCC approvalSection 14, the Collateral Agent Trustee is empowered, at the written direction of the Required Holders, and subject to the Collateral Agent’s rights hereunder and under the Indenture, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed hereby empowered to seek from the FCC an involuntary transfer of control of any such FCC License the Pledged Company for the purpose of seeking a bona fide BONA FIDE purchaser to whom control will ultimately be transferred. Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the Trustee, to a receiver or other holder, subject to FCC approval. Upon the occurrence and during the continuance continuation of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required Holders), the Grantors Pledgor shall further use their reasonable its best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated herebyby this Agreement, including, without limitation, including the preparation, execution and filing with the FCC of the assignor’s or transferor’s Pledgor's portion of any application or applications for consent to the assignment of any FCC License or transfer of control necessary or appropriate under the FCC’s 's rules and regulations for approval of the transfer or assignment of any portion of the Pledged Collateral, together with any FCC License or other authorization. (b) The Grantors acknowledge Pledgor acknowledges that FCC authorization for the assignment or transfer of such FCC Licenses control of the permits, licenses or other authorizations of the Pledged Company or its subsidiaries is integral to the Secured Parties’ Trustee's realization of the value of the CollateralPledged Collateral for the benefit of the holders of the Notes, that there is no adequate remedy at law for failure by the applicable Grantors Pledgor to comply with the provisions of this section Section 14 and that such failure would not be adequately compensable in damages, and therefore agree agrees that the agreements of Pledgor contained in this section Section 14 may be specifically enforced. (c) Notwithstanding anything herein or in any other Security Document to the contrarycontrary contained in this Agreement, neither the Collateral Agent nor any other Secured Party shallTrustee shall not, without first obtaining the approval of the FCC, take any action hereunder or under any other Security Document that pursuant to this Agreement which would constitute or result in any assignment of an FCC License permit, license or any change other authorization or transfer of control of any Grantor Pledgor or the Pledged Company if such assignment of an FCC permit, license or change other authorization or transfer of control would require require, under then existing law (including the written rules and regulations of the FCC), the prior approval of the FCC; nor shall any rights hereunder be deemed vested in the Trustee if such vesting would be deemed to result in an assignment of an FCC under permit, license or other authorization or transfer of control of Pledgor or the Pledged Company, if any such assignment or transfer would require the prior approval of the FCC, unless and until such approval is obtained. (d) Pledgor consents to the transfer of control or assignment of the Pledged Collateral to a receiver, trustee, transferee, or similar official or to any purchaser of the Pledged Collateral pursuant to any public or private sale, judicial sale, foreclosure or exercise of other remedies available to the Trustee as permitted by applicable law law. (including FCC rules e) Notwithstanding anything to the contrary contained in this Agreement, prior to the occurrence of an Event of Default and regulations)compliance with all applicable laws by the Trustee, this Agreement and the transactions contemplated hereby do not, will not, and are not intended to, constitute, create or have the effect of constituting or creating, directly or indirectly, actual or practical ownership of Pledgor or the Pledged Company by the Trustee or control, affirmative or negative, direct or indirect, of Pledgor or the Pledged Company, over the management or any other aspect of the operation of Pledgor or the Pledged Company, which ownership and control remain exclusively and at all such times in Pledgor and the Pledged Company. (f) There shall be no communication between the Pledgor and the Trustee whereby the Trustee shall influence the management and/or operation of any and all facilities subject to Title III of the Communications Act.

FCC Matters. (a) Notwithstanding anything herein to the contrary, the Collateral Administrative Agent, on behalf of the Secured Parties, agrees that to the extent prior FCC or other Governmental Authority approval or local franchise authority (“LFA”) approval is required pursuant to communications Communications Laws or other applicable laws for (i) the operation and effectiveness of any grant, right or remedy hereunder or under any other Security Document or (ii) taking any action that may be taken by the Collateral Administrative Agent hereunder or under the other Security Documents, such grant, right, remedy or actions will be subject to such prior FCC or other Governmental Authority approval or LFA approval, as applicable, having been obtained by or in favor of the Collateral Administrative Agent, on behalf of the Secured Parties. Notwithstanding anything herein to the contrary, the Collateral Administrative Agent, on behalf of the Secured Parties, acknowledges that, to the extent required by the FCC, any other Governmental Authority or any LFA, the voting rights in the applicable pledged securitiesPledged Securities, as well as de jure, de facto and negative control over all FCC Licensesauthorizations and cable licenses, shall remain with the applicable Grantors Pledgors even in the event of an Event of a Default until the FCC FCC, any other applicable Governmental Authority and applicable LFAs shall have given its their prior consent to the exercise of securityholder rights by a purchaser at a public or private sale of the applicable pledged securities Pledged Securities or to the exercise of such rights by a receiver, trustee, conservator or other agent duly appointed in accordance with the applicable law. The Grantors Pledgors shall, upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Administrative Agent’s reasonable request (acting at the written request direction of the Required HoldersSecured Parties), file or cause to be filed such applications for approval and shall take such other actions reasonably required by the Collateral Administrative Agent, as directed by and on behalf of the Required Holders pursuant to this Security AgreementSecured Parties, to obtain such FCC FCC, other Governmental Authority and LFA approvals or consents as are necessary to transfer ownership and control to the Collateral Administrative Agent, on behalf of the Secured Parties, or their successors, assigns or designees, designees of the FCC Licenses and cable franchises held by the applicable GrantorsPledgors. To enforce the provisions of this subsection, and if Grantors do not timely file or cause to be filed the required applications for FCC approval, the Collateral Administrative Agent is empowered, at the written direction of the Required Holders, and subject to the Collateral Agent’s rights hereunder and under the Indenture, empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC FCC, any other applicable Governmental Authority and applicable LFAs an involuntary transfer of control of any such FCC License and/or cable franchise for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Administrative Agent’s request (acting at the written request direction of the Required HoldersSecured Parties), the Grantors Pledgors shall further use their commercially reasonable best efforts to assist in obtaining approval of the FCC, any other Governmental Authority and applicable LFAs, if required, for any action or transactions contemplated hereby, including, without limitation, the preparation, execution and filing with the FCC FCC, any other Governmental Authority and applicable LFAs of the assignor’s or transferor’s portion of any application for consent to the assignment of any FCC License or cable franchise or transfer of control necessary or appropriate under the FCC’s, any other Governmental Authority’s and any LFA’s rules and regulations for approval of the transfer or assignment of any portion of the Collateral, together with any FCC License or other authorizationauthorization or any cable franchise. (ba) The Grantors Pledgors acknowledge that the assignment or transfer of such FCC Licenses and cable franchises is integral to the Secured Parties’ realization of the value of the Collateral, that there is no adequate remedy at law for failure by the applicable Grantors Pledgors to comply with the provisions of this section and that such failure would not be adequately compensable in damages, and therefore agree that this section may be specifically enforced. (cb) Notwithstanding anything herein or in any other Security Document or the Secured Agreements to the contrary, neither the Collateral Administrative Agent nor any other Secured Party shall, without first obtaining the approval of the FCC, any other applicable Governmental Authority and applicable LFAs, take any action hereunder or under any other Security Document that would constitute or result in any assignment of an FCC License or cable franchise or any change of control of any Grantor Pledgor if such assignment or change of control would require the approval of the FCC FCC, any other Governmental Authority or such LFA under applicable law (including FCC rules and regulations).

FCC Matters. (a) Notwithstanding anything herein to the contrary, each Holder acknowledges that the Collateral AgentReorganized Parent and certain of its Subsidiaries are each under an ongoing obligation to comply with the Communications Laws, on behalf of including FCC rules limiting foreign ownership, and that any provision hereof that conflicts or is found by the Secured Parties, FCC to conflict with the Communications Laws shall be unenforceable. Each Holder further agrees that to provide the extent prior Reorganized Parent all information reasonably required in order to complete and prosecute any FCC approval is required pursuant to communications laws application or petition for (i) the operation and effectiveness of any grant, right or remedy hereunder or under any other Security Document or (ii) taking any action declaratory ruling that may be taken required under the Communications Laws, to respond to any inquiries from the FCC or other Governmental Authorities, or to enable the Reorganized Parent to ensure that it complies with the Communications Laws. Each Holder agrees that the Reorganized Parent may disclose to the FCC or other Governmental Authorities the identity of and further ownership information, as required by the Collateral Agent hereunder FCC or under the other Security Documents, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in favor of the Collateral Agent, on behalf of the Secured Parties. Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, acknowledges thatGovernmental Authorities or, to the extent required by not so required, as the FCCReorganized Parent’s independent outside regulatory counsel reasonably deems advisable, the voting rights about any Person who would hold any interest in the applicable pledged securities, as well as de jure, de facto and negative control over all FCC Licenses, shall remain with Reorganized Parent of 5% or more of the applicable Grantors even in the event of an Event of Default until the FCC shall have given its prior consent Reorganized Parent’s voting or equity interests calculated pursuant to the exercise of securityholder rights by Communications Laws (in each case based on all interests then outstanding or as calculated on a purchaser at a public or private sale of the applicable pledged securities or to the exercise of such rights by a receiver, trustee, conservator or other agent duly appointed in accordance with the applicable law. The Grantors shall, upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required Holdersfully diluted basis), file or cause to be filed such applications for approval and shall take such other actions reasonably required by the Collateral Agent, as directed by the Required Holders pursuant to this Security Agreement, to obtain such FCC approvals or consents as are necessary to transfer ownership and control to the Collateral Agent, on behalf of the Secured Parties, or their successors, assigns or designees, of the FCC Licenses held by the applicable Grantors. To enforce the provisions of this subsection, and if Grantors do not timely file or cause to be filed the required applications for FCC approval, the Collateral Agent is empowered, at the written direction of the Required Holders, and subject to the Collateral Agent’s rights hereunder and under the Indenture, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC an involuntary transfer of control of any such FCC License for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required Holders), the Grantors shall further use their reasonable best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated hereby, including, without limitation, the preparation, execution and filing with the FCC of the assignor’s or transferor’s portion of any application for consent to the assignment of any FCC License or transfer of control necessary or appropriate under the FCC’s rules and regulations for approval of the transfer or assignment of any portion of the Collateral, together with any FCC License or other authorization. (b) The Grantors acknowledge Each Holder acknowledges that (i) the assignment or transfer of such FCC Licenses is integral may require the Reorganized Parent to the Secured Parties’ realization treat unexercised Special Warrants as equity for purposes of the value Communications Laws, and (ii) in order to hold any interest in the Reorganized Parent of 5% or more of the CollateralReorganized Parent’s voting or equity interests, Persons organized as limited partnerships or limited liability companies may be required to “insulate” any partnership or membership interest held in such Person by a Non-U.S. Person, (iii) a Person may not be permitted to hold an interest in the Reorganized Parent of 5% or more of the Reorganized Parent’s voting or equity interests if any Non-U.S. Person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares the power to vote, or to direct the voting of, the voting or equity interests held by such Person, unless the FCC has granted Specific Approval for such Person, and (iv) a Non-U.S. Person (including a group of Holders with interests subject to aggregation under the Communications Laws) may not be allowed to acquire more than 5% of the Reorganized Parent’s voting or equity interests (as determined under the FCC rules) unless the FCC has granted Specific Approval for such Non-U.S. Person; provided, however, that there is no adequate remedy at law for failure by such Person may be permitted to own up to 10 percent of the applicable Grantors to comply equity and/or voting interests of the Reorganized Parent if such holding would be consistent with the provisions of this section and that such failure would not be adequately compensable the FCC’s foreign ownership rules, including the exemption from the specific approval requirements set forth in damages, and therefore agree that this section may be specifically enforced. (cSection 1.5001(i)(3) Notwithstanding anything herein or in any other Security Document to the contrary, neither the Collateral Agent nor any other Secured Party shall, without first obtaining the approval of the FCC’s rules (and Reorganized Parent shall, take any action hereunder at the request of such Person, enter into a shareholders’ agreement, or under any other Security Document similar voting agreement, that would constitute prohibits the holder from becoming actively involved in the management or result operation of Reorganized Parent and that limits the Person’s voting and consent rights, if any, to the minority shareholder protections listed in any assignment of an FCC License or any change of control of any Grantor if such assignment or change of control would require the approval of the FCC under applicable law (including FCC rules and regulationsrules).

FCC Matters. (a) Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, agrees that to the extent prior FCC approval is required pursuant to communications laws for (i) Except as set forth in Section 4(l)(i) of the operation Transferor Disclosure Schedule, the MCI FCC License is valid; MCI controls and effectiveness of any grant, right or remedy hereunder or under any other Security Document or (ii) taking any action that may be taken by has always controlled the Collateral Agent hereunder or MCI FCC License and the system authorized thereunder; MCI has timely and completely performed all obligations required to date under the other Security Documents, such grant, right, remedy or MCI FCC License; MCI has timely submitted all filings and reports required thereunder; MCI has taken all actions will be subject required of MCI to such prior FCC approval having been obtained by or in favor date to achieve international coordination of the Collateral Agent, on behalf of the Secured Parties. Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, acknowledges that, to the extent required by the FCC, the voting rights in the applicable pledged securities, as well as de jure, de facto and negative control over all FCC Licenses, shall remain with the applicable Grantors even in the event of an Event of Default until the FCC shall have given its prior consent to the exercise of securityholder rights by a purchaser at a public or private sale of the applicable pledged securities or to the exercise of such rights by a receiver, trustee, conservator or other agent duly appointed in accordance with the applicable law. The Grantors shall, upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required Holders), file or cause to be filed such applications for approval and shall take such other actions reasonably required by the Collateral Agent, as directed by the Required Holders pursuant to this Security Agreement, to obtain such FCC approvals or consents as are necessary to transfer ownership and control to the Collateral Agent, on behalf of the Secured Parties, or their successors, assigns or designees, of the FCC Licenses held by the applicable Grantors. To enforce the provisions of this subsection, and if Grantors do not timely file or cause to be filed the required applications for FCC approval, the Collateral Agent is empowered, at the written direction of the Required Holders, and subject to the Collateral Agent’s rights hereunder and under the Indenture, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC an involuntary transfer of control of any such FCC License for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required Holders), the Grantors shall further use their reasonable best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated herebyauthorized system, including, without limitation, all actions required to date to achieve (a) all necessary modifications to the preparationInternational Telecommunication Union's Region 2 Broadcasting-Satellite Service Plan and associated feeder link plan set forth at Appendices 30 and 30A to the International Radio Regulations and (b) coordination of the system's Telemetry, execution Tracking and filing Control functions; and has proceeded with the FCC construction of the assignor’s or transferor’s portion of any application for consent DBS system with "diligence" (as such term is used in the Regulatory Provisions); and such DBS system has been designed and is being constructed to comply with, and when so constructed will be in compliance with, all obligations required to date under the assignment of any MCI FCC License or transfer of control necessary or appropriate under and the FCC’s rules and regulations for approval of applicable Regulatory Provisions, including without limitation the transfer or assignment of any portion of the Collateral, together with any FCC License or other authorizationgeographic service requirements currently imposed on DBS permittees. (bii) The Grantors acknowledge that the assignment or transfer of such FCC Licenses is integral to the Secured Parties’ realization Except as set forth in Section 4(l)(ii) of the value of the CollateralTransferor Disclosure Schedule, that there is no adequate remedy at law for failure by the applicable Grantors ASkyB's Earth Station Authorizations are valid and in full force and effect, ASkyB has performed to comply with the provisions of this section and that such failure would not date all obligations required to be adequately compensable in damagesperformed thereunder, and therefore agree the Gilbert Property includes Earth Station Facilities that this section may be specifically enforcedaxx xxxxy capable of operating in accordance thereto. (ciii) Notwithstanding anything herein MCI has delivered to Seller a true, correct and complete copy of the MCI FCC License. The MCI FCC License is in full force and effect and is unimpaired by any materially adverse condition. MCI has delivered to Seller true, correct and complete copies of all material correspondence from the FCC to MCI relating to the MCI FCC License and all material correspondence, submissions and/or other filings from MCI to the FCC relating thereto sent to or received by MCI subsequent to the auction of 28 frequency channels at the 110 West Longitude orbital location. Except as set forth in Section 4(l)(i) of the Transferor Disclosure Schedule, no application, action or proceeding is pending for the renewal or modification of the MCI FCC License, and no application, complaint, action or proceeding is pending or, to the Knowledge of MCI, threatened, that may result in the revocation, modification, non-renewal or suspension of the license or the imposition of any administrative or judicial sanction with respect to MCI. MCI has no Knowledge of any failure of MCI to comply (whether or not known by or disclosed to the FCC or any other Person) in all material respects with all Regulatory Provisions applicable to the U.S. Satellite Business, and with the terms and conditions of the MCI FCC License, including, but not limited to, any due diligence obligations or reporting requirements associated with the MCI FCC License. (iv) Except for the Earth Station Authorizations, neither ASkyB nor News Corporation holds or controls any license in connection with the U.S. Satellite Business contemplated to be operated by MCI, News Corporation and ASkyB. (v) Section 4(l)(v) of the Transferor Disclosure Schedule sets forth a listing of all insurance policies in force associated with any satellite or other facility related to the Transferred Assets. Each such insurance policy is in full force and effect, and the rights of the parties thereunder will not be affected in any other Security Document to material respect by the contrary, neither the Collateral Agent nor any other Secured Party shall, without first obtaining the approval of the FCC, take any action hereunder or under any other Security Document that would constitute or result in any assignment of an FCC License transactions contemplated by this Agreement or any change of control of any Grantor if such assignment Collateral Agreement. (vi) Except as contemplated by Section 5(b) hereof, no consent, approval, authorization, order or change of control would require the approval of waiver of, or filing with, the FCC is required under the applicable law (including FCC rules Regulatory Provisions to be obtained or made by MCI in connection with the transactions contemplated by this Agreement, except such as may already have been obtained and regulations)made.

FCC Matters. (a) Notwithstanding anything herein to the contrary, to the Collateral Agentextent this Agreement or any other Obligation Document purports to grant or to require the Debtor to grant, on behalf to Secured Parties a security interest in the FCC licenses ("FCC Licenses") of Debtor or any Subsidiary of Debtor (herein called a "Debtor Subsidiary"), Secured Parties shall only have a security interest in such FCC Licenses at such times and to the extent that a security interest in such FCC Licenses is permitted under applicable law. Notwithstanding anything to the contrary set forth herein, Secured Parties, agrees Parties agree that to the extent prior FCC approval is required pursuant to communications laws the Act and/or the Applicable Regulations, for (ia) the operation and effectiveness of any grant, right or remedy hereunder or under any the other Security Document Obligation Documents or (iib) taking any action that may be taken by the Collateral Majority Lenders or Agent hereunder or under the other Security Obligation Documents, such grant, right, remedy or of actions will be subject to such prior FCC approval having been obtained by or in favor of the Collateral Majority Lenders or Agent, on behalf of the Secured PartiesParties (and Debtor will use its best efforts to obtain any such approval as promptly as possible). Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, acknowledges Debtor agrees that, to the extent required by the FCC, the voting rights in the applicable pledged securities, as well as de jure, de facto and negative control over all FCC Licenses, shall remain with the applicable Grantors even in the event of an Event of Default until the FCC shall have given its prior consent to the exercise of securityholder rights by a purchaser at a public or private sale of the applicable pledged securities or to the exercise of such rights by a receiver, trustee, conservator or other agent duly appointed in accordance with the applicable law. The Grantors shall, upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Defaultat Agent's request, at the Collateral Agent’s request (acting at the written request of the Required Holders)Debtor will, file and will cause its Subsidiaries to, immediately file, or cause to be filed filed, such applications for approval and shall take such all other and further actions reasonably required by the Collateral Majority Lenders or Agent, as directed by the Required Holders pursuant to this Security Agreementon behalf of Secured Parties, to obtain such FCC approvals or authorization, approvals, and consents as are necessary to transfer ownership and control to the Collateral Agent, on behalf of the Secured PartiesParities, or their successors, assigns successors or designeesassigns, of the FCC Licenses held by the applicable Grantorsit or its Subsidiaries, or its interest in any Person holding any such FCC License. To enforce the provisions of this subsectionsubsection 16(d), and if Grantors do not timely file Majority Lenders or cause to be filed the required applications for FCC approval, the Collateral Agent is empowered, (at the written direction of the Required Holders, and subject to the Collateral Agent’s rights hereunder and under the Indenture, Majority Lenders) are empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC an involuntary transfer of control of any such FCC License for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Debtor hereby agrees to authorize, and to cause Debtor Subsidiaries to authorize, such an involuntary transfer of control upon the request of the receiver so appointed and, if the Debtor or any Debtor Subsidiary shall refuse to authorize or cause any Debtor Subsidiary to so authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required Holders), the Grantors Debtor shall further use their reasonable its best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated herebyby this Agreement or the other Obligation Documents, including, without limitation, the preparation, execution and filing with the FCC of the assignor’s 's or transferor’s 's portion of any application or applications for consent to the assignment of any FCC License or transfer of control necessary or appropriate under the Act or the FCC’s 's rules and regulations for approval of the transfer or assignment of any portion of the CollateralPledged Shares, together with any FCC License or other authorization. (b) The Grantors acknowledge . Debtor acknowledges that the assignment or transfer of such FCC Licenses is integral to the Secured Parties’ ' realization of the value of the CollateralPledged Shares, that there is no adequate remedy at law for failure by the applicable Grantors Debtor to comply with the provisions of this section subsection 16(d) and that such failure would not be adequately compensable in damages, and therefore agree that the agreements contained in this section subsection 16(d) may be specifically enforced. (c) enforced . Notwithstanding anything herein to the contrary contained in this Agreement or in any other Security Document to the contraryObligation Document, neither the Collateral Agent nor any other Secured Party shall, without first obtaining the approval of the FCC, take any action hereunder pursuant to this Agreement or under any other Security Obligation Document that which would constitute or result in any acquisition or transfer of ownership of any FCC License or Debtor Subsidiary, assignment of an any FCC License or any change of control of an FCC License or Debtor Subsidiary or any Grantor other Person if such assignment assignment, acquisition, transfer or change of in control would require require, under then existing law (including but not limited to the Applicable Regulations), the prior approval of the FCC. Agent acknowledges that after the occurrence of an Event of Default, all requisite consents of the FCC under applicable law (including FCC rules and regulations)must be obtained prior to the exercise by Agent, or any Secured Party and/or a purchaser, at a public or private sale, of any rights as an owner of any Pledged Shares.

FCC Matters. (a) Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, agrees that to the extent prior FCC approval is required pursuant to communications laws for (i) the operation and effectiveness of any grant, right contrary contained in this Agreement or remedy hereunder or under any other Security Document or (ii) taking Loan Document, Secured Party will not take any action that may be taken by the Collateral Agent hereunder or under the other Security Documents, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in favor of the Collateral Agent, on behalf of the Secured Parties. Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, acknowledges that, to the extent required by the FCC, the voting rights in the applicable pledged securities, as well as de jure, de facto and negative control over all FCC Licenses, shall remain with the applicable Grantors even in the event of an Event of Default until the FCC shall have given its prior consent to the exercise of securityholder rights by a purchaser at a public or private sale of the applicable pledged securities or to the exercise of such rights by a receiver, trustee, conservator or other agent duly appointed in accordance with the applicable law. The Grantors shall, upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required Holders), file or cause to be filed such applications for approval and shall take such other actions reasonably required by the Collateral Agent, as directed by the Required Holders pursuant to this Security Agreement, to obtain such FCC approvals Agreement or consents as are necessary to transfer ownership and control to the Collateral Agent, on behalf of the Secured Parties, or their successors, assigns or designees, of the FCC Licenses held by the applicable Grantors. To enforce the provisions of this subsection, and if Grantors do not timely file or cause to be filed the required applications for FCC approval, the Collateral Agent is empowered, at the written direction of the Required Holders, and subject to the Collateral Agent’s rights hereunder and under the Indenture, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC an involuntary transfer of control of any such FCC License for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required Holders), the Grantors shall further use their reasonable best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated hereby, including, without limitation, the preparation, execution and filing with the FCC of the assignor’s or transferor’s portion of any application for consent to the assignment of any FCC License or transfer of control necessary or appropriate under the FCC’s rules and regulations for approval of the transfer or assignment of any portion of the Collateral, together with any FCC License or other authorization. (b) The Grantors acknowledge that the assignment or transfer of such FCC Licenses is integral to the Secured Parties’ realization of the value of the Collateral, that there is no adequate remedy at law for failure by the applicable Grantors to comply with the provisions of this section and that such failure would not be adequately compensable in damages, and therefore agree that this section may be specifically enforced. (c) Notwithstanding anything herein or in any other Security Document to the contrary, neither the Collateral Agent nor any other Secured Party shall, without first obtaining the approval of the FCC, take any action hereunder or under any other Security Loan Document that would constitute or result in any assignment of an FCC License or any change transfer of control of any Grantor or any Station if such assignment of license or change transfer of control would require under then existing applicable law, the prior approval of the FCC, without first obtaining such approval of the FCC. (b) Secured Party and each Grantor agree that notwithstanding anything in this Agreement or in any other Loan Document to the contrary, (i) voting rights and management rights with respect to the Collateral will remain with the applicable Grantor upon and following the occurrence of an Event of Default unless any required prior approvals of the FCC to the transfer of such rights to Secured Party, a receiver or their respective designees shall have been obtained, and (ii) prior to the exercise of voting rights by any purchaser at any sale of the Collateral following the occurrence of an Event of Default and foreclosure upon the Collateral by Secured Party, any prior required consent of the FCC will be obtained. (c) Each Grantor agrees to take any actions that Secured Party may reasonably request in writing in order to enable Secured Party to obtain and enjoy the full rights and benefits granted by this Agreement and any of the related documents, including, without limitation, the use of each Grantor's best efforts, consistent with the rules, regulations and policies of the FCC (collectively, the "FCC REGULATIONS"), to obtain the approval of the FCC for any action or transaction relating to any FCC License for which such FCC action is then required or prudent. Such obligation to take any and all of the action required to be taken pursuant to the immediately preceding sentence shall specifically include the preparation, signing and filing, or causing to be prepared, signed and filed, with the FCC the assignor's, transferor's or controlling person's application or applications for consent to the assignment of FCC Licenses or transfer of control thereof necessary or appropriate under FCC Regulations for approval of (i) any sale or transfer to Secured Party or a receiver or their respective designees of all or part of the equity interests in any Grantor or the assets and FCC Licenses of any Grantor, and (ii) any assumption by Secured Party or a receiver or any of their respective designees of voting and management rights relating to the equity interests in any Grantor. No Grantor shall take action to obstruct, impede or infringe upon Secured Party's exercise and enforcement of its rights, benefits and remedies under this Agreement and any agreement related hereto, and each Grantor agrees to cooperate fully with any and all actions taken by Secured Party in good faith pursuant to this Agreement, including, without limitation, the full and complete cooperation and assistance in all proceedings, correspondence and other communications before or with the FCC or in connection with obtaining the approvals referred to above. Each Grantor acknowledges that the foregoing provisions are, inter alia, intended to ensure that, until the Loans have been indefeasibly paid in full and upon the occurrence and during the continuance of an Event of Default, Secured Party receive, to the fullest extent permitted by applicable law and governmental policy (including, without limitation, FCC Regulations), all rights necessary to sell the assets of the Stations including the FCC Licenses, and to exercise all remedies available to them under this Agreement and the other Loan Documents, the UCC or other applicable law. Each Grantor further acknowledges and agrees that, in the event of changes in law or governmental policy occurring subsequent to the date hereof that effect in any manner Secured Party's rights of access to, security interest in, or use or sale of, the FCC Licenses, or the procedures necessary to enable Secured Party to obtain such rights of access, use or sale, the parties hereto shall amend this Agreement and the other Loan Documents in such manner as Secured Party shall reasonably request, in order to provide such rights to the greatest extent possible, consistent with then-applicable law and governmental policy, provided that such modifications do not materially adversely affect the substantive economic rights of any other party hereto. (d) Without limiting the generality of the foregoing or limiting in any way the rights of Secured Party under the Loan Documents or otherwise under applicable law, at any time after (i) the entire principal balance of any Loan shall have become due and payable (whether at maturity, by acceleration or otherwise) and (ii) Secured Party shall have provided to Grantors not less than thirty (30) days' prior written notice, Secured Party shall be entitled to apply for and have a receiver, trustee or similar official appointed under the state or federal law by a court of competent jurisdiction in any action taken by Secured Party to enforce Secured Party's rights and remedies hereunder and under the other Loan Documents in order to manage, protect, preserve, sell and otherwise dispose of all or any portion of the Collateral and continue the operation of the business of Grantors, to seek from the FCC an involuntary assignment or transfer of control of each FCC License from Grantors to Secured Party, its designee or any transferee, and to collect all revenues and profits thereof and apply the same to the payment of all expenses and other charges of such receivership or trusteeship, including the compensation of the receiver, trustee or similar official, and to the payment of the Loans and other fees and expenses due under the Credit Agreement and under the other Loan Documents as aforesaid until a sale or other disposition of such Collateral shall be finally made and consummated. Each Grantor agrees to authorize any involuntary assignment or transfer of control of the FCC Licenses upon the request of the receiver, trustee or other official so appointed and, if Grantors refuse to authorize such transfer, Grantors' approval may be ordered or required by a court of competent jurisdiction. Such receiver, trustee or other appointed official shall also have the power to dispose of the FCC Licenses in any manner lawful in the jurisdiction in which his appointment is confirmed, including the power to conduct a public or private sale of the FCC Licenses, such sale being subject to the prior approval of the FCC as set forth herein. (including e) EACH GRANTOR HEREBY IRREVOCABLY CONSENTS TO AND WAIVES ANY RIGHT TO OBJECT TO OR OTHERWISE CONTEST THE APPOINTMENT OF A RECEIVER, TRUSTEE OR SIMILAR OFFICIAL AS PROVIDED ABOVE, OR TO PREVENT SECURED PARTY OR ANY RECEIVER, TRUSTEE OR SIMILAR OFFICIAL TO SEEK FROM THE FCC rules and regulations).AN INVOLUNTARY TRANSFER OF THE FCC LICENSES. EACH GRANTOR (I) GRANTS SUCH WAIVER AND CONSENTS KNOWINGLY AFTER HAVING DISCUSSED THE IMPLICATIONS THEREOF WITH COUNSEL, (II) ACKNOWLEDGES THAT (A) THE UNCONTESTED RIGHT TO HAVE A RECEIVER, TRUSTEE OR SIMILAR OFFICIAL APPOINTED FOR THE FOREGOING PURPOSES, AND/OR TO SEEK FROM THE FCC AN INVOLUNTARY TRANSFER OF THE FCC LICENSES IS CONSIDERED ESSENTIAL BY SECURED PARTY IN CONNECTION WITH THE ENFORCEMENT OF SECURED PARTY'S RIGHTS AND REMEDIES HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS, AND (B) THE AVAILABILITY OF SUCH REMEDIES UNDER THE FOREGOING CIRCUMSTANCES WAS A MATERIAL FACTOR IN INDUCING SECURED PARTY AND LENDERS TO MAKE THE LOANS TO COMPANY AND HEDGE PROVIDERS TO ENTER INTO THE LENDER HEDGE AGREEMENTS; AND

FCC Matters. (a) Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, agrees that to the extent prior FCC approval is required pursuant to communications laws for (i) the operation and effectiveness of any grant, right or remedy hereunder or under any other Security Document or (ii) taking any action that may be taken by the Collateral Agent hereunder or under the other Security Documents, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in favor of the Collateral Agent, on behalf of the Secured Parties. Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, acknowledges that, to the extent required by the FCC, the voting rights in the applicable pledged securities, as well as de jure, de facto and negative control over all FCC Licenses, shall remain with the applicable Grantors even in the event of If an Event of Default until the FCC shall have given its prior consent to occurred and be continuing, Grantor shall take any action which the Trustee may request in the exercise of securityholder the Trustee's rights by and remedies under this Agreement to transfer and assign to the Trustee, or to such one or more third parties as the Trustee may designate, or to a purchaser at a public or private sale combination of the applicable pledged securities or foregoing, the Collateral; PROVIDED, HOWEVER, that the Trustee shall provide at least ten days' prior written notice to the exercise FCC and to the Pledgor before taking any action which may result in repossession of such rights by a receiver, trustee, conservator or other agent duly appointed in accordance with the applicable law. The Grantors shall, upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the any Pledged Collateral Agent’s request (acting at the written request of the Required Holders), file or cause to be filed such applications for approval and shall take such other actions reasonably where required by the Collateral Agent, as directed FCC rules and regulations and not waivable by the Required Holders pursuant to this Security Agreement, to obtain such FCC approvals or consents as are necessary to transfer ownership and control to the Collateral Agent, on behalf of the Secured Parties, or their successors, assigns or designees, of the FCC Licenses held by the applicable GrantorsPledgor. To enforce the provisions of this subsection, and if Grantors do not timely file or cause to be filed the required applications for FCC approvalSection 11, the Collateral Agent Trustee is empowered, at the written direction of the Required Holders, and subject to the Collateral Agent’s rights hereunder and under the Indenture, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed hereby empowered to seek from the FCC any approvals required by the Communications Act or the FCC rules and regulations including, but not limited to, approval of an involuntary transfer of control of any such FCC License license for the purpose of seeking a bona fide BONA FIDE purchaser to whom control of such license will ultimately be transferred. Each Grantor hereby agrees to authorize such an involuntary transfer of control of such FCC license upon the request of the Trustee. Upon the occurrence and during the continuance continuation of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required Holders), the Grantors each Grantor shall further use their reasonable its best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated herebyby this Agreement, including, without limitation, including the preparation, execution and filing with the FCC of the assignor’s or transferor’s such Grantor's portion of any application or applications for consent to the assignment of any FCC License or transfer of control necessary or appropriate under the FCC’s 's rules and regulations for approval of the transfer or assignment of any portion of the Collateral, together with any FCC License or other authorization. (b) The Grantors acknowledge that the assignment or transfer of such FCC Licenses is integral to the Secured Parties’ realization of the value of the Collateral, that there is no adequate remedy at law for failure by the applicable Grantors to comply with the provisions of this section and that such failure would not be adequately compensable in damages, and therefore agree that this section may be specifically enforced. (c) Notwithstanding anything herein or in any other Security Document to the contrary, neither the Collateral Agent nor any other Secured Party shall, without first obtaining the approval of the FCC, take any action hereunder or under any other Security Document that would constitute or result in any assignment of an FCC License or any change of control of any Grantor if such assignment or change of control would require the approval of the FCC under applicable law (including FCC rules and regulations).

FCC Matters. (a) Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, agrees that to the extent prior FCC approval is required pursuant to communications laws for (i) the operation and effectiveness of any grant, right or remedy hereunder or under any other Security Document or (ii) taking any action that may be taken by the Collateral Agent hereunder or under the other Security Documents, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in favor of the Collateral Agent, on behalf of the Secured Parties. Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, acknowledges that, to the extent required by the FCC, the voting rights in the applicable pledged securities, as well as de jure, de facto and negative control over all FCC Licenses, shall remain with the applicable Grantors even in the event of If an Event of Default until the FCC shall have given its prior consent to occurred and be continuing, Grantor shall take any action which the Trustee may request in the exercise of securityholder the Trustee's rights by and remedies under this Agreement to transfer and assign to the Trustee, or to such one or more third parties as the Trustee may designate, or to a purchaser at a public or private sale combination of the applicable pledged securities or foregoing, the Collateral; PROVIDED, HOWEVER, that the Trustee shall provide at least ten days' prior written notice to the exercise FCC and to the Pledgor before taking any action which may result in repossession of such rights by a receiver, trustee, conservator or other agent duly appointed in accordance with the applicable law. The Grantors shall, upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the any Pledged Collateral Agent’s request (acting at the written request of the Required Holders), file or cause to be filed such applications for approval and shall take such other actions reasonably where required by the Collateral Agent, as directed FCC rules and regulations and not waivable by the Required Holders pursuant to this Security Agreement, to obtain such FCC approvals or consents as are necessary to transfer ownership and control to the Collateral Agent, on behalf of the Secured Parties, or their successors, assigns or designees, of the FCC Licenses held by the applicable GrantorsPledgor. To enforce the provisions of this subsection, and if Grantors do not timely file or cause to be filed the required applications for FCC approvalSection 11, the Collateral Agent Trustee is empowered, at the written direction of the Required Holders, and subject to the Collateral Agent’s rights hereunder and under the Indenture, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed hereby empowered to seek from the FCC any approvals required by the Communications Act or the FCC rules and regulations, including, but not limited to, approval of an involuntary transfer of control of any such FCC License license for the purpose of seeking a bona fide BONA FIDE purchaser to whom control of such license will ultimately be transferred. Grantor hereby agrees to authorize such an involuntary transfer of control of such FCC license upon the request of the Trustee. Upon the occurrence and during the continuance continuation of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required Holders), the Grantors Grantor shall further use their reasonable its best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated herebyby this Agreement, including, without limitation, including the preparation, execution and filing with the FCC of the assignor’s or transferor’s Grantor's portion of any application or applications for consent to the assignment of any FCC License or transfer of control necessary or appropriate under the FCC’s 's rules and regulations for approval of the transfer or assignment of any portion of the Collateral, together with any FCC License or other authorization. (b) The Grantors acknowledge Grantor acknowledges that any necessary FCC approvals and FCC authorization for the assignment or transfer of such FCC Licenses is control of the licenses of Grantor are integral to the Secured Parties’ Trustee's realization of the value of the CollateralCollateral for the benefit of the holders of the Notes, that there is no adequate remedy at law for failure by the applicable Grantors Grantor to comply with the provisions of this section Section 11 and that such failure would not be adequately compensable in damages, and therefore agree agrees that the agreements of Grantor contained in this section Section 11 may be specifically enforced. (c) Notwithstanding anything herein or in any other Security Document to the contrarycontrary contained in this Agreement, neither the Collateral Agent nor any other Secured Party shallTrustee shall not, without first obtaining the approval of the FCC, take any action hereunder or under pursuant to this Agreement, including, but not limited to, any other Security Document that action which would constitute or result in any assignment of an FCC License license or any change transfer of control of Grantor if such action would require, under then existing law (including the written rules and regulations of the FCC), the prior approval of the FCC; nor shall any Grantor rights hereunder be deemed vested in the Trustee if such vesting would require prior FCC approval or would be deemed to result in an assignment of an FCC license or transfer of control of Grantor, if such assignment or change of control transfer would require the prior approval of the FCC, unless and until such approval is obtained. (d) Grantor consents to the transfer of control or assignment of the Collateral to a receiver, trustee, transferee, or similar official or to any purchaser of the Collateral pursuant to any public or private sale, judicial sale, foreclosure or exercise of other remedies available to the Trustee as permitted by applicable law; PROVIDED, HOWEVER, that the Trustee shall provide at least ten days' prior written notice to the FCC under applicable law (including and to the Pledgor before taking any action which may result in repossession of any Pledged Collateral where required by FCC rules and regulations)regulations and not waivable by Pledgor. (e) Notwithstanding anything to the contrary contained in this Agreement, prior to the occurrence of an Event of Default and compliance with all applicable laws by the Trustee, this Agreement and the transactions contemplated hereby do not, will not, and are not intended to, constitute, create or have the effect of constituting or creating, directly or indirectly, actual or practical ownership of Grantor by the Trustee or control, affirmative or negative, direct or indirect, of Grantor, over the management or any other aspect of the operation of Grantor, which ownership and control remain exclusively and at all times in Grantor. Notwithstanding any other provision of this Agreement, any foreclosure on, sale, transfer or other disposition of, or the exercise of any right to vote or consent with respect to, any of the Collateral as provided herein or any other action taken or proposed to be taken by the Trustee hereunder which would affect the operational, voting, or other control of Grantor or any of the Subsidiaries, shall be effected pursuant to Section 310(d) of the Communications Act of 1934, as amended, and to the applicable rules and regulations thereunder. (f) There shall be no communications between the Pledgor and the Trustee whereby the Trustee shall influence the management and/or operation of any and all facilities subject to Title III of the Communications Act.

FCC Matters. (a) Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, agrees that to the extent prior FCC approval is required pursuant to communications laws for (i) the operation and effectiveness of any grant, right or remedy hereunder or under any other Security Document or (ii) taking any action that may be taken by the Collateral Agent hereunder or under the other Security Documents, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in favor of the Collateral Agent, on behalf of the Secured Parties. Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, acknowledges that, to the extent required by the FCC, the voting rights in the applicable pledged securities, as well as de jure, de facto and negative control over all FCC Licenses, shall remain with the applicable Grantors even in the event of If an Event of Default until the FCC shall have given its prior consent to occurred and be continuing, Grantor shall take any action which the Trustee may request in the exercise of securityholder the Trustee's rights by and remedies under this Agreement to transfer and assign to the Trustee, or to such one or more third parties as the Trustee may designate, or to a purchaser at a public or private sale combination of the applicable pledged securities or foregoing, the Collateral; PROVIDED, HOWEVER, that the Trustee shall provide at least ten days' prior written notice to the exercise FCC and to the Pledgor before taking any action which may result in repossession of such rights by a receiver, trustee, conservator or other agent duly appointed in accordance with the applicable law. The Grantors shall, upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the any Pledged Collateral Agent’s request (acting at the written request of the Required Holders), file or cause to be filed such applications for approval and shall take such other actions reasonably where required by the Collateral Agent, as directed FCC rules and regulations and not waivable by the Required Holders pursuant to this Security Agreement, to obtain such FCC approvals or consents as are necessary to transfer ownership and control to the Collateral Agent, on behalf of the Secured Parties, or their successors, assigns or designees, of the FCC Licenses held by the applicable GrantorsPledgor. To enforce the provisions of this subsection, and if Grantors do not timely file or cause to be filed the required applications for FCC approvalSection 11, the Collateral Agent Trustee is empowered, at the written direction of the Required Holders, and subject to the Collateral Agent’s rights hereunder and under the Indenture, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed hereby empowered to seek from the FCC any approvals required by the Communications Act or the FCC rules and regulations including, but not limited to, approval of an involuntary transfer of control of any such FCC License license for the purpose of seeking a bona fide BONA FIDE purchaser to whom control of such license will ultimately be transferred. Each Grantor hereby agrees to authorize such an involuntary transfer of control of such FCC license upon the request of the Trustee. Upon the occurrence and during the continuance continuation of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required Holders), the Grantors each Grantor shall further use their reasonable its best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated herebyby this Agreement, including, without limitation, including the preparation, execution and filing with the FCC of the assignor’s or transferor’s such Grantor's portion of any application or applications for consent to the assignment of any FCC License or transfer of control necessary or appropriate under the FCC’s 's rules and regulations for approval of the transfer or assignment of any portion of the Collateral, together with any FCC License or other authorization. (b) The Grantors acknowledge Each Grantor acknowledges that any necessary FCC approvals and FCC authorization for the assignment or transfer of control of the licenses of such FCC Licenses is Grantor are integral to the Secured Parties’ Trustee's realization of the value of the CollateralCollateral for the benefit of the holders of the Notes, that there is no adequate remedy at law for failure by the applicable Grantors such Grantor to comply with the provisions of this section Section 11 and that such failure would not be adequately compensable in damages, and therefore agree each Grantor agrees that its agreements contained in this section Section 11 may be specifically enforced. (c) Notwithstanding anything herein or in any other Security Document to the contrarycontrary contained in this Agreement, neither the Collateral Agent nor any other Secured Party shallTrustee shall not, without first obtaining the approval of the FCC, take any action hereunder or under pursuant to this Agreement, including, but not limited to, any other Security Document that action which would constitute or result in any assignment of an FCC License license or any change transfer of control of any Grantor if such action would require, under then existing law (including the written rules and regulations of the FCC), the prior approval of the FCC; nor shall any rights hereunder be deemed vested in the Trustee if such vesting would require prior FCC approval or would be deemed to result in an assignment of an FCC license or transfer of control of any Grantor, if such assignment or change of control transfer would require the prior approval of the FCC, unless and until such approval is obtained. (d) Each Grantor consents to the transfer of control or assignment of the Collateral to a receiver, trustee, transferee, or similar official or to any purchaser of the Collateral pursuant to any public or private sale, judicial sale, foreclosure or exercise of other remedies available to the Trustee as permitted by applicable law; PROVIDED, HOWEVER, that the Trustee shall provide at least ten days' prior written notice to the FCC under applicable law (including and to the Pledgor before taking any action which may result in repossession of any Pledged Collateral where required by FCC rules and regulations)regulations and not waivable by Pledgor. (e) Notwithstanding anything to the contrary contained in this Agreement, prior to the occurrence of an Event of Default and compliance with all applicable laws by the Trustee, this Agreement and the transactions contemplated hereby do not, will not, and are not intended to, constitute, create or have the effect of constituting or creating, directly or indirectly, actual or practical ownership of any Grantor by the Trustee or control, affirmative or negative, direct or indirect, of any Grantor, over the management or any other aspect of the operation of such Grantor, which ownership and control remain exclusively and at all times in such Grantor. Notwithstanding any other provision of this Agreement, any foreclosure on, sale, transfer or other disposition of, or the exercise of any right to vote or consent with respect to, any of the Collateral as provided herein or any other action taken or proposed to be taken by the Trustee hereunder which would affect the operational, voting, or other control of any Grantor or any of the Subsidiaries, shall be effected pursuant to Section 310(d) of the Communications Act of 1934, as amended, and to the applicable rules and regulations thereunder. (f) There shall be no communications between the Pledgor and the Trustee whereby the Trustee shall influence the management and/or operation of any and all facilities subject to Title III of the Communications Act.

FCC Matters. (a) Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, agrees that to the extent prior FCC approval is required pursuant to communications laws Communications Laws for (i) the operation and effectiveness of any grant, right or remedy hereunder or under any other Security Document or (ii) taking any action that may be taken by the Collateral Agent hereunder or under the other Security Documents, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in favor of the Collateral Agent, on behalf of the Secured Parties. Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, acknowledges that, to the extent required by the FCC, the voting rights in the applicable pledged securitiesPledged Securities, as well as de jure, de facto and negative control over all FCC Licensesauthorizations, shall remain with the applicable Grantors Pledgors even in the event of an Event of a Default until the FCC shall have given its prior consent to the exercise of securityholder rights by a purchaser at a public or private sale of the applicable pledged securities Pledged Securities or to the exercise of such rights by a receiver, trustee, conservator or other agent duly appointed in accordance with the applicable law. The Grantors Pledgors shall, upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ 30 days notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required HoldersSecured Parties), file or cause to be filed such applications for approval and shall take such other actions reasonably required by the Collateral Agent, as directed by the Required Holders required Secured Parties pursuant to this Security Agreement, to obtain such FCC approvals or consents as are necessary to transfer ownership and control to the Collateral Agent, on behalf of the Secured Parties, or their successors, assigns or designees, designees of the FCC Licenses held by the applicable GrantorsPledgors and the satellite and earth station facilities authorized by the FCC Licenses (“FCC Licensed Facilities”). To enforce the provisions of this subsection, and if Grantors do not timely file or cause to be filed the required applications for FCC approval, the Collateral Agent is empowered, at the written direction of the Required Holders, and subject to the Collateral Agent’s rights hereunder and under the Indenture, empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC an involuntary transfer of control of any such FCC License or FCC Licensed Facilities for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ 30 days notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required HoldersSecured Parties), the Grantors Pledgors shall further use their reasonable best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated hereby, including, without limitation, the preparation, execution and filing with the FCC of the assignor’s or transferor’s portion of any application for consent to the assignment of any FCC License or FCC Licensed Facilities or transfer of control necessary or appropriate under the FCC’s rules and regulations for approval of the transfer or assignment of any portion of the Collateral, together with any FCC License or other authorization. (b) The Grantors Pledgors acknowledge that the assignment or transfer of such FCC Licenses or FCC Licensed Facilities is integral to the Secured Parties’ realization of the value of the Collateral, that there is no adequate remedy at law for failure by the applicable Grantors Pledgors to comply with the provisions of this section and that such failure would not be adequately compensable in damages, and therefore agree that this section may be specifically enforced. (c) Notwithstanding anything herein or in any other Security Document or the Secured Agreements to the contrary, neither the Collateral Agent nor any other Secured Party shall, without first obtaining the approval of the FCC, take any action hereunder or under any other Security Document that would constitute or result in any assignment of an FCC License or FCC Licensed Facilities or any change of control of any Grantor Pledgor if such assignment or change of control would require the approval of the FCC under applicable law (including FCC rules and regulations).

FCC Matters. (a) Notwithstanding anything herein to the contrary, to the extent this Agreement or any other Secured Debt Document purports to require any Grantor to grant to any Secured Party a security interest in the FCC Licenses of any Grantor now owned or hereafter acquired, as the case may be, the Collateral Agent shall only have a security interest in such FCC Licenses at such times and to the extent that a security interest in such licenses is permitted under applicable law. Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, agrees that to the extent prior FCC approval is required pursuant to communications laws the Communications Act for (i) the operation and effectiveness of any grant, right or remedy hereunder or under any other Security Document or (ii) taking any action that may be taken by the Collateral Agent hereunder or under the other Security Documents, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in favor of the Collateral Agent, on behalf of the Secured Parties. Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, acknowledges that, to the extent required by the FCC, the voting rights in the applicable pledged securities, as well as de jure, de facto and negative control over all FCC Licenses, shall remain with the applicable Grantors even in the event of an Event of Default until the FCC shall have given its prior consent to the exercise of securityholder rights by a purchaser at a public or private sale of the applicable pledged securities or to the exercise of such rights by a receiver, trustee, conservator or other agent duly appointed in accordance with the applicable law. The Grantors shall, upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required HoldersApplicable Secured Parties), immediately file or cause to be filed such applications for approval and shall take such other actions reasonably required by the Collateral Agent, as directed by and on behalf of the Required Holders pursuant to this Security AgreementApplicable Secured Parties, to obtain such FCC approvals or consents as are necessary to transfer ownership and control to the Collateral Agent, on behalf of the Secured Parties, or their successors, assigns or designees, designees of the FCC Licenses held by the applicable Grantors. To enforce the provisions of this subsection, and if Grantors do not timely file or cause to be filed the required applications for FCC approval, the Collateral Agent is empowered, at the written direction of the Required Holders, and subject to the Collateral Agent’s rights hereunder and under the Indenture, empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC an involuntary transfer of control of any such FCC License for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Grantors shall authorize such an involuntary transfer upon the request of the receiver so appointed and if the Grantors shall refuse to authorize the transfer, their approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required HoldersApplicable Secured Parties), the Grantors shall further use their reasonable best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated hereby, including, without limitation, the preparation, execution and filing with the FCC of the assignor’s or transferor’s portion of any application for consent to the assignment of any FCC License or transfer of control necessary or appropriate under the FCC’s rules and regulations for approval of the transfer or assignment of any portion of the Collateral, together with any FCC License or other authorization. (b) The Grantors acknowledge that the assignment or transfer of such FCC Licenses is integral to the Secured Parties’ realization of the value of the Collateral, that there is no adequate remedy at law for failure by the applicable Grantors to comply with the provisions of this section and that such failure would not be adequately compensable in damages, and therefore agree that this section may be specifically enforced. (c) Notwithstanding anything herein or in any other Security Document or the Secured Debt Documents to the contrary, neither the Collateral Agent nor any other Secured Party shall, without first obtaining the approval of the FCC, take any action hereunder or under any other Security Document that would constitute or result in any assignment of an FCC License or any change of control of any Grantor if such assignment or change of control would require the approval of the FCC under applicable law (including FCC rules and regulations).

FCC Matters. (a) Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, agrees that to the extent prior FCC approval is required pursuant to communications laws Communications Laws for (i) the operation and effectiveness of any grant, right or remedy hereunder or under any other Security Document or (ii) taking any action that may be taken by the Collateral Agent hereunder or under the other Security Documents, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in favor of the Collateral Agent, on behalf of the Secured Parties. Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, acknowledges that, to the extent required by the FCC, the voting rights in the applicable pledged securitiesPledged Securities, as well as de jure, de facto and negative control over all FCC Licensesauthorizations, shall remain with the applicable Grantors Pledgors even in the event of an Event of a Default until the FCC shall have given its prior consent to the exercise of securityholder rights by a purchaser at a public or private sale of the applicable pledged securities Pledged Securities or to the exercise of such rights by a receiver, trustee, conservator or other agent duly appointed in accordance with the applicable law. The Grantors Pledgors shall, upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ 30 days notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required HoldersSecured Parties), file or cause to be filed such applications for approval and shall take such other actions reasonably required by the Collateral Agent, as directed by the Required Holders required Secured Parties pursuant to this Security Agreement, to obtain such FCC approvals or consents as are necessary to transfer ownership and control to the Collateral Agent, on behalf of the Secured Parties, or their successors, assigns or designees, designees of the FCC Licenses held by the applicable GrantorsPledgors and the satellite and earth station facilities authorized by, or necessary to operate under, the FCC Licenses (“FCC Licensed Facilities”). To enforce the provisions of this subsection, and if Grantors Pledgors do not timely file or cause to be filed the required applications for FCC approval, the Collateral Agent is empowered, at the written direction of the Required Holders, and subject to the Collateral Agent’s rights hereunder and under the Indenture, empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC an involuntary transfer of control of any such FCC License or FCC Licensed Facilities for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ 30 days notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required HoldersSecured Parties), the Grantors Pledgors shall further use their reasonable best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated hereby, including, without limitation, the preparation, execution and filing with the FCC of the assignor’s or transferor’s portion of any application for consent to the assignment of any FCC License or FCC Licensed Facilities or transfer of control necessary or appropriate under the FCC’s rules and regulations for approval of the transfer or assignment of any portion of the Collateral, together with any FCC License or other authorization. (b) The Grantors Pledgors acknowledge that the assignment or transfer of such FCC Licenses or FCC Licensed Facilities is integral to the Secured Parties’ realization of the value of the Collateral, that there is no adequate remedy at law for failure by the applicable Grantors Pledgors to comply with the provisions of this section and that such failure would not be adequately compensable in damages, and therefore agree that this section may be specifically enforced. (c) Notwithstanding anything herein or in any other Security Document or the Secured Agreements to the contrary, neither the Collateral Agent nor any other Secured Party shall, without first obtaining the approval of the FCC, take any action hereunder or under any other Security Document that would constitute or result in any assignment of an FCC License or FCC Licensed Facilities or any change of control of any Grantor Pledgor if such assignment or change of control would require the approval of the FCC under applicable law (including FCC rules and regulations).

FCC Matters. (a) Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, Lender agrees that to the extent prior FCC approval is required pursuant to communications laws the Communications Act of 1934 for (i) the operation and effectiveness of any grant, right or remedy hereunder or under any other Security Document this Agreement or (ii) taking any action that may be taken by the Collateral Agent hereunder or under the other Security DocumentsLender hereunder, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in favor of the Collateral Agent, on behalf of the Secured PartiesLender. Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, Lender acknowledges that, to the extent required by the FCC, the voting rights in the applicable pledged securities, as well as de jure, de facto and negative control over all FCC Licensesauthorizations, shall remain with the applicable Grantors Borrower even in the event of an Event of Default until the FCC shall have given its prior consent to the exercise of securityholder rights by a purchaser at a public or private sale of the applicable pledged securities FCC License or to the exercise of such rights by a receiver, trustee, conservator or other agent duly appointed in accordance with the applicable law. The Grantors Borrower shall, upon the occurrence and during the continuance of an Event of Default and after thirty (30) 30 days’ notice for the opportunity to cure such Event of Default, at the Collateral AgentLender’s request (acting at the written request of the Required Holders)request, file or cause to be filed such applications for approval and shall take such other actions reasonably required by the Collateral Agent, as directed by the Required Holders Lender pursuant to this Security Agreement, to obtain such FCC approvals or consents as are necessary to transfer ownership and control to the Collateral Agent, on behalf of the Secured PartiesLender, or their successors, assigns or designees, designees of the FCC Licenses held by the applicable GrantorsBorrower. To enforce the provisions of this subsection, and if Grantors do the Borrower does not timely file or cause to be filed the required applications for FCC approval, the Collateral Agent Lender is empowered, at the written direction of the Required Holders, and subject to the Collateral Agent’s rights hereunder and under the Indenture, empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC an involuntary transfer of control of any such FCC License for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Upon the occurrence and during the continuance of an Event of Default and after thirty (30) 30 days’ notice for the opportunity to cure such Event of Default, at the Collateral AgentLender’s request (acting at the written request of the Required Holders)request, the Grantors Borrower shall further use their reasonable best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated hereby, including, without limitation, the preparation, execution and filing with the FCC of the assignor’s or transferor’s portion of any application for consent to the assignment of any FCC License or transfer of control necessary or appropriate under the FCC’s rules and regulations for approval of the transfer or assignment of any portion of the Collateral, together with any FCC License or other authorization; provided that, it is understood that the actions described in (i) and (ii) above may also be subject to other approvals or clearances by other government agencies required by law. (b) The Grantors acknowledge Borrower acknowledges that the assignment or transfer of such FCC Licenses is integral to the Secured Parties’ Lender’s realization of the value of the Collateral, that there is no adequate remedy at law for failure by the applicable Grantors Borrower to comply with the provisions of this section and that such failure would not be adequately compensable in damages, and therefore agree that this section may be specifically enforced. (c) Notwithstanding anything herein or in any other Security Document to the contrary, neither the Collateral Agent nor any other Secured Party shallLender shall not, without first obtaining the approval of the FCC, take any action hereunder or under any other Security Document that would constitute or result in any assignment of an a FCC License or any change of control of any Grantor the Borrower if such assignment or change of control would require the approval of the FCC under applicable law (including FCC rules and regulations).

FCC Matters. (a) Notwithstanding anything herein The parties to this Agreement hereby acknowledge that the Company is subject to the contrary, the Collateral Agent, on behalf regulatory jurisdiction of the Secured Parties, agrees that to the extent prior FCC approval is required pursuant to communications laws for (i) the operation and effectiveness of any grantwhich, right or remedy hereunder or under any other Security Document or (ii) taking any action inter alia, ---------- certain actions that may be taken by pursuant to the Collateral Agent hereunder or under the other Security Documents, such grant, right, remedy or actions will provisions hereof may be subject to such obtaining the prior FCC approval having been obtained by or in favor consent of the Collateral Agent, on behalf of the Secured Parties. Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, acknowledges that, to the extent FCC; certain reports may be required by the FCC, the voting rights in the applicable pledged securities, as well as de jure, de facto and negative control over all FCC Licenses, shall remain with the applicable Grantors even in the event of an Event of Default until the FCC shall have given its prior consent to the exercise of securityholder rights by a purchaser at a public or private sale of the applicable pledged securities or to the exercise of such rights by a receiver, trustee, conservator or other agent duly appointed in accordance with the applicable law. The Grantors shall, upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required Holders), file or cause to be filed such applications for approval with the FCC; and shall take such certain other actions reasonably may be required to be taken by the Collateral AgentCompany from time to time to assure the Company's compliance, as directed by at all times, with the Required Holders alien ownership and other requirements of the Communications Act and the rules, regulations, policies and orders of the FCC. Accordingly, notwithstanding anything to the contrary contained in this Agreement or any of the documents executed pursuant hereto, the parties will not take any action pursuant to this Security Agreement, to obtain such FCC approvals Agreement or consents as are necessary to transfer ownership and control to the Collateral Agent, on behalf of the Secured Parties, or their successors, assigns or designees, of the FCC Licenses held by the applicable Grantors. To enforce the provisions of this subsection, and if Grantors do not timely file or cause to be filed the required applications for FCC approval, the Collateral Agent is empowered, at the written direction of the Required Holders, and subject to the Collateral Agent’s rights hereunder and under the Indenture, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC an involuntary transfer of control of any such FCC License for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required Holders), the Grantors shall further use their reasonable best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated hereby, including, without limitation, the preparation, execution and filing with the FCC of the assignor’s or transferor’s portion of any application for consent to the assignment of any FCC License or transfer of control necessary or appropriate under the FCC’s rules and regulations for approval of the transfer or assignment of any portion of the Collateral, together with any FCC License or other authorization. (b) The Grantors acknowledge that the assignment or transfer of such FCC Licenses is integral to the Secured Parties’ realization of the value of the Collateral, that there is no adequate remedy at law for failure by the applicable Grantors to comply with the provisions of this section and that such failure related documents which would not be adequately compensable in damages, and therefore agree that this section may be specifically enforced. (c) Notwithstanding anything herein or in any other Security Document to the contrary, neither the Collateral Agent nor any other Secured Party shall, without first obtaining the approval of the FCC, take any action hereunder or under any other Security Document that would constitute or result in any an assignment of an FCC License or any change the transfer of control of any Grantor the holder of an FCC License, whether de facto or de jure, if such assignment of license or change transfer of control would require under then existing law, the prior approval of the FCC, without first obtaining such approval. In addition, with respect to any report, application, notice, response or other form or document which the Company is required to file with the FCC, or any other actions which are required to be taken by the Company or by the parties, the Company and each party hereto agree to cooperate in good faith and use all reasonable efforts to assure compliance by the Company with the Communications Act and all rules, regulations, policies and orders of the FCC under applicable law (including promulgated thereunder. Without limiting the generality of the foregoing, the Company and each party hereto agree to cooperate in good faith and use all reasonable efforts to make filings with the FCC rules or any court of competent jurisdiction to procure interpretations, waivers, orders or other action or advice from the FCC to satisfy the requirements of the Communications Act and all rules, regulations), orders and policies of the FCC. The Company agrees that all documents, records and other information obtained from any party hereto in connection with any such filing shall be held in strict confidence and that, except as necessary to be in compliance with the Communications Act and all rules, regulations, policies and orders of the FCC, such information shall not be disclosed to any third party or otherwise used by the Company.