Common use of FCC Matters Clause in Contracts

FCC Matters. (a) If an Event of Default shall have occurred and be continuing, Grantor shall take any action which the Trustee may request in the exercise of the Trustee's rights 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 combination of the foregoing, the Collateral; PROVIDED, HOWEVER, that the Trustee shall provide at least ten days' prior written notice to the FCC and to the Pledgor before taking any action which may result in repossession of any Pledged Collateral where required by FCC rules and regulations and not waivable by Pledgor. To enforce the provisions of this Section 11, the Trustee is 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 FCC license for the purpose of seeking a 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 continuation of an Event of Default, Grantor shall use its best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated by this Agreement, including the preparation, execution and filing with the FCC of Grantor's portion of any application or applications for consent to 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.

FCC Matters. (a) If an Event of Default shall have occurred and be continuing, Grantor shall take any action which the Trustee may request in the exercise of the Trustee's rights 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 combination of the foregoing, the Collateral; PROVIDED, HOWEVER, that the Trustee shall provide at least ten days' prior written notice to the FCC and to the Pledgor before taking any action which may result in repossession of any Pledged Collateral where required by FCC rules and regulations and not waivable by Pledgor. To enforce the provisions of this Section 11, the Trustee is hereby empowered to seek from the FCC any approvals required by the Communications Act or the FCC rules and regulations, regulations including, but not limited to, approval of an involuntary transfer of control of any FCC license for the purpose of seeking a 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 continuation of an Event of Default, each Grantor shall use its best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated by this Agreement, including the preparation, execution and filing with the FCC of such Grantor's portion of any application or applications for consent to 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.

FCC Matters. (a) If Notwithstanding anything herein to the contrary, the Administrative Agent, acting on behalf of the Secured Parties, agrees that to the extent prior FCC approval or consent is required pursuant to the Communications Laws for (i) the operation and effectiveness of any grant, right or remedy hereunder or under any other Collateral Document or (ii) any action that may be taken by the Administrative Agent hereunder or under the other 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 Administrative Agent, on behalf of the Secured Parties. Notwithstanding anything herein to the contrary, the Administrative Agent, on behalf of the Secured Parties, acknowledges that, to the extent required by the FCC, the voting rights in the Pledged Securities, as well as de jure, de facto and negative control over all FCC authorizations, shall remain with the Pledgors even in the 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 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 applicable law. The Pledgors shall, upon the occurrence and during the continuance of an Event of Default shall have occurred Default, at the Administrative Agent’s request, file or cause to be filed such applications for approval or consent and be continuing, Grantor shall take any action which such other actions reasonably required by the Trustee may request in the exercise Administrative Agent, as requested by and on behalf of the Trustee's rights and remedies under this Agreement Secured Parties, to obtain such FCC approvals or consents as are necessary to transfer ownership and assign control to the TrusteeAdministrative Agent, on behalf of the Secured Parties, or to such one their successors, assigns or more third parties as the Trustee may designate, or to a combination designees of the foregoing, FCC Licenses and Station Licenses held by the Collateral; PROVIDED, HOWEVER, that the Trustee shall provide at least ten days' prior written notice to the FCC and to the Pledgor before taking any action which may result in repossession of any Pledged Collateral where required by FCC rules and regulations and not waivable by PledgorPledgors. To enforce the provisions of this Section 11Subsection 11.15, the Trustee Administrative Agent is hereby empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed 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 assignment of any such FCC license License or Station 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 assigned, subject to authorize such an involuntary transfer of control of such prior FCC license upon the request of the Trusteeconsent. Upon the occurrence and continuation during the continuance of an Event of Default, Grantor at the Administrative Agent’s reasonable request, the Pledgors shall further use its best their commercially reasonable efforts to assist in obtaining approval or consent of the FCC, if required, for any action actions or transactions contemplated by this Agreementhereby, including including, without limitation, the preparation, execution and filing with the FCC of Grantor's the assignor’s or transferor’s portion of any application or applications 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 ’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.

FCC Matters. (a) If an Event The parties to this Agreement hereby acknowledge that the Company is subject to the regulatory jurisdiction of Default shall have occurred the FCC pursuant to which, inter alia, ---------- certain actions that may be taken pursuant to the provisions hereof may be subject to obtaining the prior consent of the FCC; certain reports may be required to be filed with the FCC; and certain other actions may be continuingrequired to be taken by the Company from time to time to assure the Company's compliance, Grantor shall at all times, with the 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 Agreement or any such related documents which would result in an assignment of an FCC License or the transfer of control of the holder of an FCC License, whether de facto or de jure, if such assignment of license or 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 Trustee may request 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 exercise Company with the Communications Act and all rules, regulations, policies and orders of the Trustee's rights and remedies under this Agreement to transfer and assign to FCC promulgated thereunder. Without limiting the Trustee, or to such one or more third parties as the Trustee may designate, or to a combination generality of the foregoing, the Collateral; PROVIDED, HOWEVER, that the Trustee shall provide at least ten days' prior written notice Company and each party hereto agree to cooperate in good faith and use all reasonable efforts to make filings with the FCC and or any court of competent jurisdiction to the Pledgor before taking any procure interpretations, waivers, orders or other action which may result in repossession of any Pledged Collateral where required by FCC rules and regulations and not waivable by Pledgor. To enforce the provisions of this Section 11, the Trustee is hereby empowered to seek or advice from the FCC any approvals required by to satisfy the requirements of the Communications Act or the FCC rules and all rules, regulations, including, but not limited to, approval of an involuntary transfer of control of any FCC license for the purpose of seeking a 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 orders and policies of the TrusteeFCC. Upon 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 occurrence Communications Act and continuation of an Event of Defaultall rules, Grantor shall use its best efforts to assist in obtaining approval regulations, policies and orders of the FCC, if required, for such information shall not be disclosed to any action third party or transactions contemplated otherwise used by this Agreement, including the preparation, execution and filing with the FCC of Grantor's portion of any application or applications for consent to 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 CollateralCompany.

FCC Matters. (a) If Notwithstanding anything herein to the contrary, the Lender agrees that to the extent prior FCC approval is required pursuant to the Communications Act of 1934 for (i) the operation and effectiveness of any grant, right or remedy hereunder or under this Agreement or (ii) taking any action that may be taken by the Lender hereunder, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in favor of the Lender. Notwithstanding anything herein to the contrary, the Lender acknowledges that, to the extent required by the FCC, de jure, de facto and negative control over all FCC authorizations, shall remain with the Borrower even in an Event of Default until the FCC shall have occurred and be continuing, Grantor shall take any action which the Trustee may request in given its prior consent to the exercise of rights by a purchaser at a public or private sale of the Trustee's 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 Borrower shall, upon the occurrence and remedies under during the continuance of an Event of Default and after 30 days’ notice for the opportunity to cure such Event of Default, at the Lender’s request, file or cause to be filed such applications for approval and shall take such other actions reasonably required by the Lender pursuant to this Agreement Agreement, to obtain such FCC approvals or consents as are necessary to transfer ownership and assign control to the TrusteeLender, or to such one their successors, assigns or more third parties as the Trustee may designate, or to a combination designees of the foregoing, FCC Licenses held by the Collateral; PROVIDED, HOWEVER, that the Trustee shall provide at least ten days' prior written notice to the FCC and to the Pledgor before taking any action which may result in repossession of any Pledged Collateral where required by FCC rules and regulations and not waivable by PledgorBorrower. To enforce the provisions of this Section 11subsection, and if the Borrower does not timely file or cause to be filed the required applications for FCC approval, the Trustee Lender is hereby empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed 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 continuation during the continuance of an Event of Default and after 30 days’ notice for the opportunity to cure such Event of Default, Grantor at the Lender’s request, the Borrower shall further use its their reasonable best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated by this Agreementhereby, including including, without limitation, the preparation, execution and filing with the FCC of Grantor's the assignor’s or transferor’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; 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.