Common use of Absolute Rights of the Secured Parties Clause in Contracts

Absolute Rights of the Secured Parties. (a) Notwithstanding any other provision of this Collateral Agent Agreement or any provision of any other Security Document but subject to the priorities contained in the Security Documents, including Section 1.4 of the Security Agreement and Section 5.1 of this Collateral Agent Agreement, neither the right of each Secured Party, which is absolute and unconditional, to receive payments of the Obligations held by such Secured Party on or after the due date thereof as expressed in the Secured Debt Documents, to institute suit for the enforcement of such payment on or after such due date, or to assert its position and views as a secured or unsecured creditor in, and to otherwise exercise any right (other than the right to enforce the Security Interest in the Collateral, which shall in all circumstances be exercisable only by the Collateral Agent and only as provided in this Collateral Agent Agreement and the other Security Documents) which such Secured Party may have in connection with, a case under the Bankruptcy Code in which a Grantor is a debtor, nor the obligation of each Grantor, which is also absolute and unconditional, to pay the Obligations owing by such Grantor to each Secured Party at the time and place expressed in the Secured Debt Documents shall be impaired or affected without the consent of such Secured Party. (b) Notwithstanding anything to the contrary contained in any Secured Debt Document or in any other agreement, instrument or document executed by any Grantor and delivered to the Collateral Agent, the Collateral Agent will not take any action pursuant to any Secured Debt Document or any other document referred to above which would constitute or result in any assignment of any FCC License or, to the extent failure to obtain such approval could reasonably be expected to have or cause a Material Adverse Effect, from any other applicable Governmental Authority, or any change of control (whether de jure or de facto) of such Grantor or any of its subsidiaries if such assignment of any such FCC License or change of control would require, under then existing law, the prior approval of the FCC or, to the extent failure to obtain such approval could reasonably be expected to have or cause a Material Adverse Effect, from any other applicable Governmental Authority, without first obtaining such prior approval of the FCC or such other Governmental Authority. Upon the occurrence of a Default or at any time thereafter during the continuance thereof, such Grantor agrees to take any action which the Collateral Agent, acting at the direction of the Applicable Representative, in the case of an Acceleration Default, or Majority Creditors, in the case of an Actionable Default, may reasonably request in order to obtain from the FCC or any other Governmental Authority such approval as may be necessary to enable the Collateral Agent to exercise and enjoy the full rights and benefits granted to the Collateral Agent by this Collateral Agent Agreement and the other documents referred to above, including specifically, at the cost and expense of such Grantor, the use of commercially reasonable efforts to assist in obtaining approval of the FCC or such other Governmental Authority for any action or transaction contemplated by this Collateral Agent Agreement for which such approval is or shall be required by law, and specifically, without limitation, upon request, to prepare, sign and file with the FCC or such other Governmental Authority the assignor's or transferor's portion of any application or applications for consent to the assignment of license, FCC License or transfer of control necessary or appropriate under the FCC's or such other Governmental Authority's rules and regulations for approval of (i) any sale or other disposition of the Pledged Stock by or on behalf of the Collateral Agent, or (ii) any assumption by the Collateral Agent of voting rights in the Pledged Stock effected in accordance with the terms of this Collateral Agent Agreement. It is understood and agreed that all foreclosure and related actions will be made in accordance with the Communications Act and applicable regulations and published policies and decisions of the FCC, and the statutes, regulations and published policies and decisions enforced by such other Governmental Authorities pertaining to such foreclosure and related actions.

Absolute Rights of the Secured Parties. (a) Notwithstanding any other provision of this Collateral Agent Agreement or any provision of any Subject Security Document, nothing contained in this Agreement shall affect or impair the right, if any, that any Secured Party (other Security Document but than the Collateral Agent) may have under the terms and conditions governing the Obligations owing to it under the Secured Party Agreements to which it is a party to accelerate and demand repayment of such Obligations. Each Secured Party (other than the Collateral Agent) retains the right to exercise freely its rights and remedies as a general creditor of the Debtor or any Subsidiary in accordance with applicable law and subject to the priorities contained in terms of the Security DocumentsSecured Party Agreements, including Section 1.4 of the Security Agreement and Section 5.1 of this Collateral Agent Agreement, neither without limitation the right of each Secured Party, which is absolute to file a lawsuit and unconditional, to receive payments of obtain a judgment in connection therewith against the Obligations held by such Secured Party on Debtor or after the due date thereof as expressed in the Secured Debt Documents, to institute suit for the enforcement of such payment on or after such due date, or to assert its position and views as a secured or unsecured creditor inany Subsidiary, and to otherwise exercise any other right it may have (other than the right to enforce commence enforcement actions against the Security Interest in the Subject Collateral, which shall in all circumstances prior to an Insolvency Event be exercisable only by the Collateral Agent and only as provided in this Collateral Agent Agreement and the other Subject Security Documents) which such ). Any Secured Party (other than the Collateral Agent) may have (but in connection with, a case under the Bankruptcy Code in which a Grantor is a debtor, nor the obligation of each Grantor, which is also absolute and unconditional, to pay the Obligations owing by such Grantor to each Secured Party at the time and place expressed in the Secured Debt Documents no event shall be impaired or affected required to), without the consent of such Secured Party. (b) Notwithstanding anything to the contrary contained in any Secured Debt Document or in any other agreement, instrument or document executed by any Grantor and delivered to instruction from the Collateral Agent, the Collateral Agent will not take any action pursuant to any Secured Debt Document permitted by applicable law or any other document referred to above which would constitute or result in any assignment of any FCC License or, to the extent failure to obtain such approval could reasonably be expected to have or cause a Material Adverse Effect, from any other applicable Governmental Authority, or any change of control (whether de jure or de facto) of such Grantor or any of its subsidiaries if such assignment of any such FCC License or change of control would require, under then existing law, the prior approval of the FCC or, to the extent failure to obtain such approval could reasonably be expected to have or cause a Material Adverse Effect, from any other applicable Governmental Authority, without first obtaining such prior approval of the FCC or such other Governmental Authority. Upon the occurrence of a Default or at any time thereafter during the continuance thereof, such Grantor agrees to take any action which the Collateral Agent, acting at the direction of the Applicable Representative, in the case of an Acceleration Default, or Majority Creditors, in the case of an Actionable Default, may reasonably request in order to obtain from the FCC or any other Governmental Authority such approval as may be necessary to enable the Collateral Agent to exercise and enjoy the full rights and benefits granted to the Collateral Agent by this Collateral Agent Agreement and the other documents referred to above, including specifically, at the cost and expense of such Grantor, the use of commercially reasonable efforts to assist in obtaining approval of the FCC or such other Governmental Authority for any action or transaction contemplated by this Collateral Agent Agreement for which such approval is or shall be required by law, and specifically, without limitation, upon request, to prepare, sign and file with the FCC or such other Governmental Authority the assignor's or transferor's portion of any application or applications for consent to the assignment of license, FCC License or transfer of control necessary or appropriate under the FCC's or such other Governmental Authority's rules and regulations for approval of (i) any sale or other disposition of the Pledged Stock by or on behalf of the Collateral Agent, or (ii) any assumption by the Collateral Agent of voting rights in the Pledged Stock effected in accordance with the terms of this the Subject Security Documents to preserve its rights, security interests and liens in any item of Subject Collateral securing the payment and performance of the obligations under the Secured Party Agreements to which it is a party, including but not limited to curing any default or alleged default under any contract entered into by the Debtor or any Subsidiary paying any tax, fee or expense on behalf of the Debtor or any Subsidiary exercising any offset or recoupment rights and paying insurance premiums on behalf of the Debtor or any Subsidiary so long as such action shall not impair the rights of the Collateral Agent Agreement. It is understood and agreed that all foreclosure and related actions will be made in accordance with the Communications Act and applicable regulations and published policies and decisions or of the FCC, and the statutes, regulations and published policies and decisions enforced by such any other Governmental Authorities pertaining to such foreclosure and related actionsSecured Party.