Common use of FCC Provisions Clause in Contracts

FCC Provisions. 8.7.1 During any Communications Portfolio Investment Period or if the General Partner reasonably determines that it is necessary to ensure that an interest in a FCC Regulated Entity complies with the Communications Act or FCC Ownership Rules, each Limited Partner agrees that in addition to the general limitations set forth in this Agreement (without creating any additional rights hereunder and notwithstanding any other rights of such Limited Partner under this Agreement): 8.7.1.1 Neither such Limited Partner (including its directors, officers, managers, partners, members or other equivalent non-corporate officials) nor any of its Affiliates shall: 8.7.1.1.1 be an employee of the Fund or any FCC Regulated Entity if such Person’s functions, directly or indirectly, relate to the media or common carrier enterprises of the Fund or any FCC Regulated Entity; 8.7.1.1.2 serve, in any material capacity, as an independent contractor or agent with respect to the Fund’s media and common carrier enterprises or with respect to any FCC Regulated Entity; 8.7.1.1.3 communicate with the Fund, General Partner, the Fund Manager or the management of any FCC Regulated Entity on matters pertaining to the day-to-day operations of its business; 8.7.1.1.4 perform any services for the Fund or any FCC Regulated Entity that materially relate to the media or common carrier activities of the Fund or any FCC Regulated Entity, with the exception of making loans to, or acting as a surety for, the Fund or any FCC Regulated Entity to the extent such loan or action would not cause attribution under the “equity/debt plus” component of the FCC Attribution Rules; or 8.7.1.1.5 become actively involved in the management or operation of the media and common carrier businesses of the Fund or any FCC Regulated Entity; 8.7.1.2 Such Limited Partner shall not vote on the admission of a new general partner to the Fund (unless such admission may be rejected by the General Partner in its absolute discretion); and 8.7.1.3 Such Limited Partner shall not have the right to vote for the removal of the General Partner except (i) as provided in Section 10.1.2.1 and (ii) where the General Partner is subject to bankruptcy proceedings, as described in Sections 17-402(a)(4)-(5) of the Act. 8.7.2 The General Partner shall notify the Limited Partners if at any time it intends to distribute any securities of an FCC Regulated Entity to the Limited Partners. Further, the General Partner may not distribute such securities to any Limited Partner that notifies the General Partner not to distribute such securities to such Limited Partner within [ten (10)] Business Days of receipt of the General Partner’s notice with respect thereto. The General Partner shall use reasonable efforts to dispose of such securities retained in the Fund at such Limited Partner’s expense and distribute the net proceeds to each such Limited Partner in accordance with the provisions of this Agreement or make such other arrangements for the disposition of such securities as are acceptable to the General Partner and have been approved by such Limited Partner. 8.7.3 Each Limited Partner shall provide the General Partner with such information as the General Partner may reasonably request from time to time in order to determine whether a particular interest in any FCC Regulated Entity would comply with the Communications Act or the FCC Ownership Rules. 8.7.4 The General Partner shall deliver to a Limited Partner within a reasonable period of time following receipt of such Limited Partner’s request therefor, all non-confidential information concerning the Fund’s interests in FCC Regulated Entities as such Limited Partner determines is reasonably necessary to ensure compliance by it and its affiliates with the Communications Act and the FCC Ownership Rules and the reporting obligations imposed thereunder, consistent with the restrictions set forth in Section 8.7 (FCC Provisions).

FCC Provisions. ‌ 8.7.1 During any Communications Portfolio Investment Period or if the General Partner reasonably determines that it is necessary to ensure that an interest in a FCC Regulated Entity complies with the Communications Act or FCC Ownership Rules, each Limited Partner agrees that in addition to the general limitations set forth in this Agreement (without creating any additional rights hereunder and notwithstanding any other rights of such Limited Partner under this Agreement): 8.7.1.1 Neither such Limited Partner (including its directors, officers, managers, partners, members or other equivalent non-corporate officials) nor any of its Affiliates shall: 8.7.1.1.1 be an employee of the Fund or any FCC Regulated Entity if such Person’s functions, directly or indirectly, relate to the media or common carrier enterprises of the Fund or any FCC Regulated Entity; 8.7.1.1.2 serve, in any material capacity, as an independent contractor or agent with respect to the Fund’s media and common carrier enterprises or with respect to any FCC Regulated Entity; 8.7.1.1.3 communicate with the Fund, General Partner, the Fund Manager or the management of any FCC Regulated Entity on matters pertaining to the day-to-day operations of its business; 8.7.1.1.4 perform any services for the Fund or any FCC Regulated Entity that materially relate to the media or common carrier activities of the Fund or any FCC Regulated Entity, with the exception of making loans to, or acting as a surety for, the Fund or any FCC Regulated Entity to the extent such loan or action would not cause attribution under the “equity/debt plus” component of the FCC Attribution Rules; or 8.7.1.1.5 become actively involved in the management or operation of the media and common carrier businesses of the Fund or any FCC Regulated Entity; 8.7.1.2 Such Limited Partner shall not vote on the admission of a new general partner to the Fund (unless such admission may be rejected by the General Partner in its absolute discretion); and 8.7.1.3 Such Limited Partner shall not have the right to vote for the removal of the General Partner except (i) as provided in Section 10.1.2.1 and (ii) where the General Partner is subject to bankruptcy proceedings, as described in Sections 17-402(a)(4)-(5) of the Act. 8.7.2 The General Partner shall notify the Limited Partners if at any time it intends to distribute any securities of an FCC Regulated Entity to the Limited Partners. Further, the General Partner may not distribute such securities to any Limited Partner that notifies the General Partner not to distribute such securities to such Limited Partner within [ten (10)] Business Days of receipt of the General Partner’s notice with respect thereto. The General Partner shall use reasonable efforts to dispose of such securities retained in the Fund at such Limited Partner’s expense and distribute the net proceeds to each such Limited Partner in accordance with the provisions of this Agreement or make such other arrangements for the disposition of such securities as are acceptable to the General Partner and have been approved by such Limited Partner. 8.7.3 Each Limited Partner shall provide the General Partner with such information as the General Partner may reasonably request from time to time in order to determine whether a particular interest in any FCC Regulated Entity would comply with the Communications Act or the FCC Ownership Rules. 8.7.4 The General Partner shall deliver to a Limited Partner within a reasonable period of time following receipt of such Limited Partner’s request therefor, all non-confidential information concerning the Fund’s interests in FCC Regulated Entities as such Limited Partner determines is reasonably necessary to ensure compliance by it and its affiliates with the Communications Act and the FCC Ownership Rules and the reporting obligations imposed thereunder, consistent with the restrictions set forth in Section 8.7 (FCC Provisions).

FCC Provisions. 8.7.1 During any Communications Portfolio Investment Period or if the General Partner reasonably determines that it is necessary to ensure that an interest in a FCC Regulated Entity complies with the Communications Act or FCC Ownership Rules, each Limited Partner agrees that in addition to the general limitations set forth in this Agreement (without creating any additional rights hereunder and notwithstanding any other rights of such Limited Partner under this Agreement): 8.7.1.1 Neither such Limited Partner (including its directors, officers, managers, partners, members or other equivalent non-corporate officials) nor any of its Affiliates shall: 8.7.1.1.1 be an employee of the Fund or any FCC Regulated Entity if such Person’s functions, directly or indirectly, relate to the media or common carrier enterprises of the Fund or any FCC Regulated Entity; 8.7.1.1.2 serve, in any material capacity, as an independent contractor or agent with respect to the Fund’s media and common carrier enterprises or with respect to any FCC Regulated Entity; 8.7.1.1.3 communicate with the Fund, General Partner, the Fund Manager or the management of any FCC Regulated Entity on matters pertaining to the day-to-day operations of its business; 8.7.1.1.4 perform any services for the Fund or any FCC Regulated Entity that materially relate to the media or common carrier activities of the Fund or any FCC Regulated Entity, with the exception of making loans to, or acting as a surety for, the Fund or any FCC Regulated Entity to the extent such loan or action would not cause attribution under the “equity/debt plus” component of the FCC Attribution Rules; or 8.7.1.1.5 become actively involved in the management or operation of the media and common carrier businesses of the Fund or any FCC Regulated Entity; 8.7.1.2 Such Limited Partner shall not vote on the admission of a new general partner to the Fund (unless such admission may be rejected by the General Partner in its absolute discretion); and 8.7.1.3 Such Limited Partner shall not have the right to vote for the removal of the General Partner except (i) as provided in Section 10.1.2.1 and (ii) where the General Partner is subject to bankruptcy proceedings, as described in Sections 17-402(a)(4)-(5) of the Act. 8.7.2 The General Partner shall notify the Limited Partners if at any time it intends to distribute any securities of an FCC Regulated Entity to the Limited Partners. Further, the General Partner may not distribute such securities to any Limited Partner that notifies the General Partner not to distribute such securities to such Limited Partner within [ten (10)] Business Days of receipt of the General Partner’s notice with respect thereto. The General Partner shall use reasonable efforts to dispose of such securities retained in the Fund at such Limited Partner’s expense and distribute the net proceeds to each such Limited Partner in accordance with the provisions of this Agreement or make such other Last Updated: July 2020 55Canadian Version arrangements for the disposition of such securities as are acceptable to the General Partner and have been approved by such Limited Partner. 8.7.3 Each Limited Partner shall provide the General Partner with such information as the General Partner may reasonably request from time to time in order to determine whether a particular interest in any FCC Regulated Entity would comply with the Communications Act or the FCC Ownership Rules. 8.7.4 The General Partner shall deliver to a Limited Partner within a reasonable period of time following receipt of such Limited Partner’s request therefor, all non-confidential information concerning the Fund’s interests in FCC Regulated Entities as such Limited Partner determines is reasonably necessary to ensure compliance by it and its affiliates with the Communications Act and the FCC Ownership Rules and the reporting obligations imposed thereunder, consistent with the restrictions set forth in Section 8.7 (FCC Provisions).

FCC Provisions. 8.7.1 During any Communications Portfolio Investment Period or if the General Partner reasonably determines that it is necessary to ensure that an interest in a FCC Regulated Entity complies with the Communications Act or FCC Ownership Rules, each Limited Partner agrees that in addition to the general limitations set forth in this Agreement (without creating any additional rights hereunder and notwithstanding any other rights of such Limited Partner under this Agreement): 8.7.1.1 Neither such Limited Partner (including its directors, officers, managers, partners, members or other equivalent non-corporate officials) nor any of its Affiliates shall: 8.7.1.1.1 be an employee of the Fund or any FCC Regulated Entity if such Person’s functions, directly or indirectly, relate to the media or common carrier enterprises of the Fund or any FCC Regulated Entity; 8.7.1.1.2 serve, in any material capacity, as an independent contractor or agent with respect to the Fund’s media and common carrier enterprises or with respect to any FCC Regulated Entity; 8.7.1.1.3 communicate with the Fund, General Partner, the Fund Manager or the management of any FCC Regulated Entity on matters pertaining to the day-to-day operations of its business; 8.7.1.1.4 perform any services for the Fund or any FCC Regulated Entity that materially relate to the media or common carrier activities of the Fund or any FCC Regulated Entity, with the exception of making loans to, or acting as a surety for, the Fund or any FCC Regulated Entity to the extent such loan or action would not cause attribution under the “equity/debt plus” component of the FCC Attribution Attribut ion Rules; or 8.7.1.1.5 become actively involved in the management or operation of the media and common carrier businesses of the Fund or any FCC Regulated Entity; 8.7.1.2 Such Limited Partner shall not vote on the admission of a new general partner to the Fund (unless such admission may be rejected by the General Partner in its absolute discretion); and 8.7.1.3 Such Limited Partner shall not have the right to vote for the removal of the General Partner except (i) as provided in Section 10.1.2.1 and (ii) where the General Partner is subject to bankruptcy proceedings, as described in Sections 17-402(a)(4)-(5) of the Act. 8.7.2 The General Partner shall notify the Limited Partners if at any time it intends to distribute any securities of an FCC Regulated Entity to the Limited Partners. Further, the General Partner may not distribute such securities to any Limited Partner that notifies the General Partner not to distribute such securities to such Limited Partner within [ten (10)] Business Days of receipt of the General Partner’s notice with respect thereto. The General Partner shall use reasonable efforts to dispose of such securities retained in the Fund at such Limited Partner’s expense and distribute the net proceeds to each such Limited Partner in accordance with the provisions of this Agreement or make such other arrangements for the disposition of such securities as are acceptable to the General Partner and have been approved by such Limited Partner. 8.7.3 Each Limited Partner shall provide the General Partner with such information as the General Partner may reasonably request from time to time in order to determine whether a particular interest in any FCC Regulated Entity would comply with the Communications Act or the FCC Ownership Rules. 8.7.4 The General Partner shall deliver to a Limited Partner within a reasonable period of time following receipt of such Limited Partner’s request therefor, all non-confidential information concerning the Fund’s interests in FCC Regulated Entities as such Limited Partner determines is reasonably necessary to ensure compliance by it and its affiliates with the Communications Act and the FCC Ownership Rules and the reporting obligations imposed thereunder, consistent with the restrictions set forth in Section 8.7 (FCC Provisions).