THE SECURED PARTY HEREBY IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 4.01.
NOTHING
IN THIS AGREEMENT, THE LOAN PROCEEDS NOTE OR ANY OTHER LOAN DOCUMENT WILL AFFECT
THE RIGHT OF THE COLLATERAL AGENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW.
SECTION 4.15. TERMINATION OR RELEASE.
(A)
THIS AGREEMENT AND THE SECURITY
INTEREST AND ALL OTHER SECURITY INTERESTS GRANTED HEREBY SHALL TERMINATE WHEN
ALL THE OBLIGATIONS (OTHER THAN WHOLLY CONTINGENT INDEMNIFICATION OBLIGATIONS)
THEN DUE AND OWING HAVE BEEN INDEFEASIBLY PAID IN FULL.
(B) THE LIENS CREATED BY THIS AGREEMENT IN THE COLLATERAL OR ANY PORTION THEREOF
SHALL BE RELEASED UNDER THE CIRCUMSTANCES, AT THE TIMES AND IN THE MANNER SET
FORTH IN SECTION 9.14 OF THE CREDIT AGREEMENT AS IF THE COLLATERAL HEREUNDER
CONSTITUTES "COLLATERAL" AS SUCH TERM IS DEFINED IN THE CREDIT AGREEMENT.
(C) IN CONNECTION WITH ANY TERMINATION OR RELEASE PURSUANT TO PARAGRAPH (A) OR
(B) ABOVE, THE COLLATERAL AGENT SHALL EXECUTE AND DELIVER TO THE GRANTOR, AT THE
GRANTOR'S EXPENSE, ALL DOCUMENTS THAT THE GRANTOR SHALL REASONABLY REQUEST TO
EVIDENCE SUCH TERMINATION OR RELEASE.
ANY EXECUTION AND DELIVERY OF DOCUMENTS
PURSUANT TO THIS SECTION 4.15 SHALL BE WITHOUT RECOURSE TO OR WARRANTY BY THE
COLLATERAL AGENT.
WITHOUT LIMITING THE PROVISIONS OF SECTION 4.06, THE GRANTOR
SHALL REIMBURSE THE COLLATERAL AGENT UPON DEMAND FOR ALL COSTS AND OUT OF POCKET
EXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL, INCURRED BY
IT IN CONNECTION WITH ANY ACTION CONTEMPLATED BY THIS SECTION 4.15.
SECTION 4.16. RIGHT OF SETOFF.
IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND
IS CONTINUING, THE SECURED PARTY IS HEREBY AUTHORIZED AT ANY TIME AND FROM TIME
TO TIME, TO THE FULLEST EXTENT PERMITTED BY LAW, TO SET OFF AND APPLY ANY AND
ALL DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL) AT ANY
TIME HELD AND OTHER OBLIGATIONS AT ANY TIME OWING BY THE SECURED PARTY TO OR FOR
THE CREDIT OR THE ACCOUNT OF THE GRANTOR AGAINST ANY AND ALL OF THE OBLIGATIONS
OF THE GRANTOR NOW OR HEREAFTER EXISTING UNDER THIS AGREEMENT HELD BY THE
SECURED PARTY, IRRESPECTIVE OF WHETHER OR NOT THE SECURED PARTY SHALL HAVE MADE
ANY DEMAND UNDER THIS AGREEMENT AND ALTHOUGH SUCH OBLIGATIONS MAY BE UNMATURED.
THE RIGHTS OF THE SECURED PARTY UNDER THIS SECTION ARE IN ADDITION TO OTHER
RIGHTS AND REMEDIES (INCLUDING OTHER RIGHTS OF SETOFF) WHICH THE SECURED PARTY
MAY HAVE.
16
SECTION 4.17. COMPLIANCE WITH LAWS.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, NO ACTION SHALL BE TAKEN BY THE COLLATERAL AGENT OR THE SECURED PARTY
WITH RESPECT TO ANY LICENSE, PERMIT, CERTIFICATE OR AUTHORIZATION ISSUED BY THE
FEDERAL COMMUNICATIONS COMMISSION OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL
AUTHORITY APPLICABLE TO OR HAVING JURISDICTION OVER THE GRANTOR, OR WITH RESPECT
TO THE EQUITY INTERESTS OF ANY PERSON HOLDING ANY SUCH LICENSE, PERMIT,
CERTIFICATE OR AUTHORIZATION, UNLESS AND UNTIL ANY APPROVAL REQUIRED FOR SUCH
ACTION UNDER THE FEDERAL COMMUNICATIONS ACT OF 1934 OR ANY