Common use of Operating Licenses Clause in Contracts

Operating Licenses. (i) Upon the request of the Administrative Agent, to the extent permitted by applicable law at the time of such request, the Parent and the Borrower shall grant, or cause the applicable Subsidiary Loan Party to grant, to the Administrative Agent a direct security interest in the Operating Licenses within 60 days after receipt of such request; provided that, to the extent FCC or RCA consent shall be required in connection with granting such security interest (but excluding foreclosure and the exercise of other remedies for enforcement hereunder), such consent shall be requested within 30 days after receipt of such request and upon receipt of such FCC or RCA consent, such security interest shall be granted within 10 Business Days thereof, such security interest to the extent permitted by applicable law to be deemed effective as of the later of (A) the time such security interest is otherwise required to be granted or (B) the date on which the granting Loan Party was assigned or obtained control over such Operating License, provided further that, to the extent FCC and/or RCA approval shall be required under applicable law for (I) the operation and effectiveness of any grant, right or remedy hereunder or under any other Loan Document or (II) taking any action that may be taken by the Administrative Agent, the LC Issuer or any Lender hereunder or under any other Loan Document, such grant, right, remedy or actions will be subject to such prior FCC and/or RCA approval having been obtained by or in favor of the Administrative Agent, the LC Issuer or Lender, as applicable. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, neither the Administrative Agent, the LC Issuer nor any Lender shall, without first obtaining the approval of the FCC and/or RCA, as applicable, take any action pursuant to this Agreement or any other Loan Document which would constitute or result in an assignment of any Operating License held by the Parent, the Borrower or any Subsidiary or any change of control of the Parent, the Borrower or any Subsidiary if such assignment or change in control would require, under then applicable law, the prior approval of the FCC and/or the RCA, and voting rights in any Collateral representing control of any license, permit or other authorization of the FCC and/or RCA shall remain in the holder thereof authorized by the FCC and/or RCA until all such necessary consents shall have been obtained. Each of the Parent and the Borrower agrees to take, and the Borrower agrees to cause each of its Subsidiaries to take, in each case upon the occurrence and during the continuance of an Event of Default, any action that the Administrative Agent may reasonably request in order to obtain from the FCC and/or RCA or any other Governmental Authority such approval as may be necessary to enable the Administrative Agent to assign or transfer control of the Operating Licenses or any related Authorization pursuant to the Loan Documents; provided, that neither the Parent, the Borrower nor any of the Subsidiaries shall be required to execute any form, certificate or application partly or wholly in blank or to execute any such document signed subject to penalties for false statements that contains assertions or statements that the Parent, the Borrower or any such Subsidiary does not know to be true or which fails to contain information which the Parent, the Borrower or any such Subsidiary believes in good faith is required to be included for such form, certificate or application to be materially complete and not misleading. (ii) Except to the extent prohibited by any applicable rule or regulation of the RCA or FCC as in effect as of the date hereof, or unless the Borrower and the Administrative Agent shall otherwise agree (such agreement not to be unreasonably withheld), the Parent and the Borrower agree to take all actions necessary or desirable to cause all Title III authorizations issued by the FCC and all Operating Licenses and related Authorizations to continue to be held by the applicable License Subsidiaries. (iii) Except to the extent prohibited by any applicable rule or regulation of the RCA or FCC as in effect as of the date hereof, or unless the Borrower and the Administrative Agent shall otherwise agree (such agreement not to be unreasonably withheld), the Parent and the Borrower agree to take all actions necessary or desirable to cause each after-acquired Operating License and related Authorization to be held in the applicable License Subsidiary, provided that to the extent the Borrower or the applicable Subsidiary shall not have received FCC or RCA approval with respect to the foregoing at the scheduled closing of the acquisition of such Operating License, the Borrower shall comply with the foregoing requirement as soon as practicable following such acquisition (but in any event within 120 days after such acquisition (or such longer period as may be agreed by the Administrative Agent, such agreement not to be unreasonably withheld)).

Operating Licenses. (i) Upon the request of the Administrative Agent, to the extent permitted by applicable law at the time of such request, the Parent and the Borrower shall grant, or cause the applicable Subsidiary Loan Party to grant, to the Administrative Agent a direct security interest in the Operating Licenses within 60 days after receipt of such request; provided that, to the extent FCC or RCA consent shall be required in connection with granting such security interest (but excluding foreclosure and the exercise of other remedies for enforcement hereunder), such consent shall be requested within 30 days after receipt of such request and upon receipt of such FCC or RCA consent, such security interest shall be granted within 10 Business Days thereof, such security interest to the extent permitted by applicable law to be deemed effective as of the later of (A) the time such security interest is otherwise required to be granted or (B) the date on which the granting Loan Party was assigned or obtained control over such Operating License, provided further that, to the extent FCC and/or RCA approval shall be required under applicable law for (I) the operation and effectiveness of any grant, right or remedy hereunder or under any other Loan Document or (II) taking any action that may be taken by the Administrative Agent, the LC Issuer or any Lender hereunder or under any other Loan Document, such grant, right, remedy or actions will be subject to such prior FCC and/or RCA approval having been obtained by or in favor of the Administrative Agent, the LC Issuer or Lender, as applicable. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, neither the Administrative Agent, the LC Issuer nor any Lender shall, without first obtaining the approval of the FCC and/or RCA, as applicable, take any action pursuant to this Agreement or any other Loan Document which would constitute or result in an assignment (other than the granting of the security interest under the Loan Documents) of any Operating License held by the Parent, the Borrower or any Subsidiary or any change of control of the Parent, the Borrower or any Subsidiary if such assignment or change in control would require, under then applicable law, the prior approval of the FCC and/or the RCA, and voting rights in any Collateral representing control of any license, permit or other authorization of the FCC and/or RCA shall remain in the holder thereof authorized by the FCC and/or RCA until all such necessary consents shall have been obtained. Each of the Parent and the Borrower agrees to take, and the Borrower agrees to cause each of its Subsidiaries to take, in each case upon the occurrence and during the continuance of an Event of Default, any action that the Administrative Agent may reasonably request in order to obtain from the FCC and/or RCA or any other Governmental Authority such approval as may be necessary to enable the Administrative Agent to assign or transfer control of the Operating Licenses or any related Authorization pursuant to the Loan Documents; provided, that neither the Parent, the Borrower nor any of the Subsidiaries shall be required to execute any form, certificate or application partly or wholly in blank or to execute any such document signed subject to penalties for false statements that contains assertions or statements that the Parent, the Borrower or any such Subsidiary does not know to be true or which fails to contain information which the Parent, the Borrower or any such Subsidiary believes in good faith is required to be included for such form, certificate or application to be materially complete and not misleading. (ii) Except to the extent prohibited by any applicable rule or regulation of the RCA or FCC as in effect as of the date hereof, or unless the Borrower and the Administrative Agent shall otherwise agree (such agreement not to be unreasonably withheld), the Parent and the Borrower agree to take all actions necessary or desirable to cause all Title III authorizations issued by the FCC and all Operating Licenses and related Authorizations to continue to be held by the applicable License Subsidiaries. (iii) Except to the extent prohibited by any applicable rule or regulation of the RCA or FCC as in effect as of the date hereof, or unless the Borrower and the Administrative Agent shall otherwise agree (such agreement not to be unreasonably withheld), the Parent and the Borrower agree to take all actions necessary or desirable to cause each after-acquired Operating License and related Authorization to be held in the applicable License Subsidiary, provided that to the extent the Borrower or the applicable Subsidiary shall not have received FCC or RCA approval with respect to the foregoing at the scheduled closing of the acquisition of such Operating License, the Borrower shall comply with the foregoing requirement as soon as practicable following such acquisition (but in any event within 120 days after such acquisition (or such longer period as may be agreed by the Administrative Agent, such agreement not to be unreasonably withheld)).