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
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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 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