TO EXERCISE ANY RIGHT TO ENFORCE ANY OTHER REMEDY WHICH ANY
SECURED PARTY NOW HAVE OR MAY HEREAFTER HAVE AGAINST ANY OTHER PARTY, ANY
ENDORSER OR ANY OTHER GUARANTOR OF ALL OR ANY PART OF THE SECURED OBLIGATIONS
AND ANY BENEFIT OF, AND ANY RIGHT TO PARTICIPATE IN, ANY SECURITY OR COLLATERAL
GIVEN TO OR FOR THE BENEFIT OF ANY SECURED PARTY TO SECURE PAYMENT OF THE
SECURED OBLIGATIONS OR ANY OTHER PARTY.
(H)
LIMITATION ON ENFORCEMENT.
ADMINISTRATIVE AGENT AND THE OTHER
SECURED PARTIES AGREE THAT THE GUARANTIES PROVIDED IN THIS SUBSECTION 9.20 MAY
BE ENFORCED ONLY BY THE ACTION OF ADMINISTRATIVE AGENT ACTING UPON THE
INSTRUCTIONS OF THE REQUISITE LENDERS AND THAT NO SECURED PARTY SHALL HAVE ANY
RIGHT INDIVIDUALLY TO SEEK TO ENFORCE OR TO ENFORCE ANY SUCH GUARANTY, IT BEING
UNDERSTOOD AND AGREED THAT SUCH RIGHTS AND REMEDIES MAY BE EXERCISED BY
ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE SECURED PARTIES UNDER THE TERMS OF
THIS AGREEMENT.
(I)
CONFIRMATION OF PAYMENT.
ADMINISTRATIVE AGENT AND THE LENDERS
WILL, UPON REQUEST AFTER PAYMENT OF THE INDEBTEDNESS AND OBLIGATIONS WHICH ARE
THE SUBJECT OF THE GUARANTIES PROVIDED IN THIS SUBSECTION 9.20 AND TERMINATION
OF THE LOAN COMMITMENTS, CONFIRM TO BORROWER, ANY GUARANTOR OR ANY OTHER PERSON
THAT THE SUCH SECURED OBLIGATIONS HAVE BEEN
88
PAID AND THE COMMITMENTS RELATING THERETO TERMINATED, SUBJECT TO THE PROVISIONS
OF SUBSECTION 9.20(B).
(J)
SUBORDINATION OF INTERCOMPANY DEBT.
ANY INDEBTEDNESS OF BORROWER
OR ANY GUARANTOR NOW OR HEREAFTER HELD BY ANY GUARANTOR (A "SUBORDINATED
INTERCOMPANY LENDER") IS HEREBY SUBORDINATED IN RIGHT OF PAYMENT TO THE SECURED
OBLIGATIONS, AND ANY SUCH INDEBTEDNESS COLLECTED OR RECEIVED BY A SUBORDINATED
INTERCOMPANY LENDER FOLLOWING THE OCCURRENCE OF ANY EVENT OF DEFAULT SHALL BE
HELD IN TRUST FOR ADMINISTRATIVE AGENT ON BEHALF OF SECURED PARTIES AND SHALL
FORTHWITH BE PAID OVER TO ADMINISTRATIVE AGENT FOR THE BENEFIT OF SECURED
PARTIES TO BE CREDITED AND APPLIED AGAINST THE SECURED OBLIGATIONS BUT WITHOUT
AFFECTING, IMPAIRING OR LIMITING IN ANY MANNER THE LIABILITY OF THE SUBORDINATED
INTERCOMPANY LENDER UNDER ANY OTHER PROVISION HEREOF.
9.21
FCC AND PUC COMPLIANCE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, NO PARTY HERETO OR THERETO SHALL
TAKE ANY ACTION UNDER THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS THAT WOULD
CONSTITUTE OR RESULT IN AN ASSIGNMENT OF ANY LICENSE, OR A CHANGE OF CONTROL OF
ANY LOAN PARTY OR SUBSIDIARY DIRECTLY OR INDIRECTLY HOLDING A LICENSE, TO THE
EXTENT THAT SUCH ASSIGNMENT OR CHANGE OF CONTROL WOULD REQUIRE THE PRIOR
APPROVAL BY THE FCC UNDER THE COMMUNICATIONS ACT AND/OR ANY APPLICABLE PUC UNDER
THE PUC LAWS WITHOUT FIRST OBTAINING SUCH REQUIRED APPROVAL.
9.22
EFFECTIVENESS OF AMENDMENT AND RESTATEMENT; NO NOVATION; WAIVER.
THE AMENDMENT AND RESTATEMENT OF THE EXISTING CREDIT AGREEMENT PURSUANT TO THIS
AGREEMENT SHALL BE EFFECTIVE AS OF THE AMENDMENT DATE (SUBJECT TO SATISFACTION
OF ALL OF THE CONDITIONS SET FORTH IN SUBSECTION 7.1 EXCEPT AS PROVIDED IN
SUBSECTION 7.4).
ALL OBLIGATIONS AND RIGHTS OF THE LOAN PARTIES, ADMINISTRATIVE
AGENT, ISSUING