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INSIGHT COMMUNICATIONS CO INC
·
8-K
Oct 13, 2:28 PM ET
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INSIGHT COMMUNICATIONS CO INC 8-K
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Contents
72
Section 1. Definitions
(a) Unless the context otherwise requires, capitalized terms used herein and not defined herein, and the term “subsidiary”, shall have the meanings assigned to such terms in the Credit Agreement.
(b) As used herein, the following terms shall have the following meanings:
(c) The rules of interpretation specified in Sections 1.2, 1.3 and 1.4 of the Credit Agreement shall be applicable to this Security Agreement.
Section 2. Grant of Security Interest; No Assumption of Liability
(a) Grant of Security Interest. As security for the payment or performance, as applicable, in full of the Obligations, each of the Grantors hereby grants to the Administrative Agent (and its successors and assigns), for the benefit of the Secured Parties, a security interest in, all of the right, title and interest of such Grantor in, to and under the Collateral (the “Security Interest”). Without limiting the foregoing, the Administrative Agent is hereby authorized to file one or more financing statements, continuation statements, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each of the Grantors, and naming any Grantor or the Grantors, as applicable, as debtors and the Administrative Agent as secured party. Notwithstanding any of the other provisions set forth in this Section 2, this Security Agreement shall not constitute a grant of a security interest in (i) any Collateral to the extent that such grant of a security interest is prohibited by any Requirements of Law of a Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or is prohibited by, or constitutes a breach under or results in the termination of or requires any consent not obtained under any applicable shareholder or similar agreement, except, in each case, to the extent that such Requirement of Law or the term in such shareholder or similar agreement providing for such prohibition, breach or termination or requiring such consent is ineffective under applicable law and (ii) (x) more than 65% of the total outstanding voting Equity Interests of any Foreign Subsidiary or (y) any Equity Interests of a subsidiary of a Foreign Subsidiary. It is hereby understood and agreed that any property described in the immediately preceding sentence shall be excluded from the definition of “Collateral.”
(b) No Assumption of Liability. The Security Interest is granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Section 3. Delivery of the Collateral
Section 4. Representations and Warranties
Section 5. Covenants
(a) Each of the Grantors agrees, except upon not less than 10 days prior written notice to the Administrative Agent, not to effect any change (i) in its legal name, (ii) in the location of its chief executive office, (iii) in its identity or legal or organizational structure, (iv) in
its jurisdiction of organization, (v) in its organizational identification number or (vi) in its Federal Taxpayer Identification Number. Should any Grantor effect or permit any change referred to in the preceding sentence to occur, each of the Grantors agrees after receiving a written request therefor from the Administrative Agent to deliver to the Administrative Agent any filings necessary under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral as described in Section 4(d) (subject only to Liens expressly permitted to be prior to the Security Interest pursuant to the Loan Documents).
(b) Each of the Grantors agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned or held by it or on its behalf as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which it is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of such Collateral, and, at such time or times as the Administrative Agent may reasonably request (but not more frequently than once per year except during the continuance of an Event of Default), promptly to prepare and deliver to the Administrative Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Administrative Agent showing the identity and amount of any and all such Collateral.
(c) Each of the Grantors shall, at its own cost and expense, take any and all actions necessary to defend title to the Collateral owned or held by it or on its behalf and to maintain the Security Interest of the Administrative Agent in such Collateral and the priority thereof against any Lien or other interest not expressly permitted pursuant to the Loan Documents.
(d) Each of the Grantors agrees, at its own expense, to execute any and all further documents, financing statements, agreements (including guarantee agreements and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under any applicable law, or that the Administrative Agent may reasonably request, to grant, preserve, protect or perfect (including as a result of any change in applicable law) the Liens created or intended to be created by this Security Agreement or the validity or priority of any such Lien. Each Grantor also agrees to provide to the Administrative Agent, from time to time upon request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by this Security Agreement.
(e) The Administrative Agent and such persons as the Administrative Agent may reasonably designate shall have the right, at the cost and expense of the Grantors, at reasonable intervals, but not more frequently than once per year (except, during the continuance of an Event of Default) to inspect all of its records relating to the Collateral owned or held by it on its behalf (and to make extracts and copies from such records) and to discuss its affairs with its officers and independent accountants. The Administrative Agent shall have the absolute right to share any information relating to the Collateral owned or held by it on its behalf that it gains from such inspection or verification with any Secured Party.
(f) At its option, the Administrative Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral and not permitted pursuant to the Loan Documents and each Grantor agrees, jointly with the others and severally, to reimburse the Administrative Agent on demand for any reasonable payment made or any reasonable expense incurred by the Administrative Agent pursuant to the foregoing authorization; provided, however, that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Administrative Agent or any other Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.
(g) Each of the Grantors shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof, and such Grantor agrees, jointly with the others and severally, to indemnify and hold harmless the Administrative Agent and the other Secured Parties from and against any and all liability for such performance.
(h) None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of the Collateral owned or held by it or on its behalf, or shall grant any other Lien in respect of such Collateral, except as expressly permitted by the Loan Documents. Except for transfers expressly permitted by the Credit Agreement, no such Grantor shall make or permit to be made any transfer of such Collateral, and it shall remain at all times in possession of such Collateral and the direct owner, beneficially and of record, of the Pledged Equity included in such Collateral.
Section 6. Attorney-in-Fact; Registration in Nominee Name; Denominations; Voting Rights; Dividends and Interest, etc.
(a) Each of the Grantors hereby appoints the Administrative Agent as its true and lawful agent and attorney-in-fact for the purpose, upon the occurrence and during the continuance of an Event of Default, of carrying out the provisions of this Security Agreement and taking any action and executing any instrument that the Administrative Agent may reasonably deem necessary to accomplish the purposes hereof which appointment is irrevocable and coupled with an interest, and without limiting the generality of the foregoing, the Administrative Agent shall have the right, with power of substitution for the Grantors in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the other Secured Parties, upon the occurrence and during the continuance of an Event of Default, (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (ii) to demand, collect, receive payment of, give receipt for, and give discharges and releases of, all or any of the Collateral; (iii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (v) to use, sell, assign,
transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Security Agreement, as fully and completely as though the Administrative Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Administrative Agent or any other Secured Party with respect to the Collateral or any part thereof, subject to compliance with applicable law, shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Administrative Agent or any other Secured Party except to the extent such action or omission results from the gross negligence, bad faith or willful misconduct of the Administrative Agent or such Secured Party as determined by a court of competent jurisdiction by final and nonappealable judgment. The provisions of this paragraph shall in no event relieve any Grantor of any of its obligations hereunder or under the other Loan Documents with respect to the Collateral or any part thereof or impose any obligation on the Administrative Agent or any other Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Administrative Agent or any other Secured Party of any other or further right that it may have on the date of this Security Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise. Any sale pursuant to the provisions of this paragraph shall be deemed to conform to the commercially reasonable standards as provided in the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.
(b) Without limiting the generality of the foregoing, during the continuance of an Event of Default, subject to compliance with applicable law, the Administrative Agent, on behalf of the Secured Parties, shall have the right (in its reasonable discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the Grantors, endorsed or assigned in blank or in favor of the Administrative Agent. The Administrative Agent shall at all times have the right to exchange any certificates representing the Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Security Agreement
(c) Without limiting the generality of the foregoing, unless and until an Event of Default shall have occurred and be continuing:
(i) Each of the Grantors shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Pledged Securities, or any part thereof, for any purpose consistent with the terms of this Security Agreement, the Credit Agreement and the Loan Documents.
(ii) The Administrative Agent shall execute and deliver to each of the Grantors or cause to be executed and delivered to each of the Grantors, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose
(iii) Each of the Grantors shall be entitled to receive and retain any and all dividends (other than Equity Interests) and other payments and distributions paid on the Pledged Securities to the extent and only to the extent that such dividends and other payments and distributions are not prohibited by, and otherwise paid in accordance with, the terms and conditions of the Credit Agreement, the Loan Documents and applicable laws.
(d) Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default:
(i) All rights of any Grantor to dividends and other payments and distributions that it is authorized to receive pursuant to Section 6(c)(iii) shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends and other payments and distributions. All dividends and other payments and distributions received by such Grantor contrary to the provisions of this Section shall be held in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Administrative Agent upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Administrative Agent pursuant to the provisions of this paragraph shall be retained by the Administrative Agent in an account to be established by the Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 8. After all Events of Default have been cured or waived, the Administrative Agent shall, promptly after all such Events of Default have been cured or waived, repay to each of the Grantors all dividends and other payments and distributions (without interest), that such Grantor would otherwise be permitted to retain pursuant to the terms of Section 6(c)(iii) and which remain in such account.
(ii) Subject to compliance with applicable law, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to Section 6(c)(i), and the obligations of the Administrative Agent under Section 6(c)(ii), shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, provided that, unless otherwise directed by the Required Lenders, the Administrative Agent shall have the right from time to time during the continuance of an Event of Default to permit each of the Grantors to exercise such rights. After all Events of Default have been cured or waived, each of the Grantors will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of Section 6(a)(i).
Section 7. Remedies upon Default
(a) Upon the occurrence and during the continuance of an Event of Default, subject to compliance with applicable law, each of the Grantors agrees to deliver each item of Collateral to the Administrative Agent on demand, and it is agreed that the Administrative Agent shall have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each of the Grantors agrees that the Administrative Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Administrative Agent shall reasonably deem appropriate. The Administrative Agent shall be authorized at any such sale of collateral constituting securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale, the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each of the Grantors hereby waives, to the extent permitted by law, all rights of redemption, stay, valuation and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.
(b) The Administrative Agent shall give each of the Grantors ten days’ written notice (which such Grantor agrees is reasonable notice within the meaning of Section 9-612 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may (in its reasonable discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section, any Secured Party may bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay,
valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, (i) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (ii) the Administrative Agent shall be free to carry out such sale pursuant to such agreement and (iii) none of the Grantors shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.
Section 8. Application of Proceeds of Sale
Section 9. Reimbursement of Administrative Agent
(a) Each of the Grantors agrees, jointly with the others and severally, to pay to the Administrative Agent the amount of any and all reasonable out-of-pocket expenses, including the fees, other charges and disbursements of a single firm of counsel, that the Administrative Agent incurs in connection with (i) the administration of this Security Agreement relating to such Grantor or any of its Collateral, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral owned or held by or on behalf of such Grantor, (iii) the exercise, enforcement or protection of any of the rights of the Administrative Agent hereunder relating to such Grantor or any of its Collateral or (iv) the failure by such Grantor to perform or observe any of the provisions hereof.
(b) Without limitation of its indemnification obligations under the other Loan Documents, each of the Grantors agrees, jointly with the others and severally, to indemnify the Administrative Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of a single firm of counsel for the Indemnitees (unless a conflict exists, in which case, reasonable and documented fees, charges and disbursements of reasonably necessary additional counsel for the affected Indemnitees shall be covered) (but excluding Taxes, which are governed by Section 3.7 of the Credit Agreement), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery by such Grantor of this Security Agreement or any other Loan Document to which it is a party or any agreement or instrument contemplated thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds thereof including any refusal of an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent, the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Parent, the Borrower or any of the Subsidiaries or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its Related Parties, (B) any claims of such Indemnitee against any other Indemnitee and/or (C) the breach by such Indemnitee of its obligations hereunder or under any other Loan Document.
(c) Any amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section shall remain operative and in full force and effect regardless of the termination of this Security Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Security Agreement or any other Loan Document or any investigation made by
or on behalf of the Administrative Agent or any other Secured Party. All amounts due under this Section shall be payable within ten days of written demand therefor and shall bear interest at the rate specified in Section 3.1 of the Credit Agreement.
Section 10. Waivers; Amendment
(a) No failure or delay of the Administrative Agent in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent hereunder and of the other Secured Parties under the Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Security Agreement or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Grantor in any case shall entitle such Grantor to any other or further notice or demand in similar or other circumstances.
(b) Neither this Security Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into by, between or among the Administrative Agent and the other parties hereto with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.2 of the Credit Agreement.
Section 11. Securities Act, etc.
Section 12. Registration, etc.
Section 13. Security Interest Absolute
Section 14. Termination or Release
(a) This Security Agreement and the Security Interest shall terminate when all the Obligations (other than contingent or indemnification obligations not then due) have been paid in full and the Lenders and the Issuing Bank have no further commitment to extend credit under the Credit Agreement.
(b) Upon (1) any sale, transfer or other disposition of any Collateral permitted under the Loan Documents (other than any sale, transfer or other disposition of any Collateral to another Grantor) or (ii) the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.2(b) of the Credit Agreement, the security interest in such Collateral shall be automatically released. In addition, if any of the Equity Interests in any Grantor are sold, transferred to otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Grantor shall no longer be the Borrower or a Subsidiary, then the obligations of such Person under this Security Agreement and the security interests granted hereby in the Collateral owned or held by or on behalf of such Person shall be automatically released.
(c) In connection with any termination or release pursuant to paragraph (a) or (b) of this Section, the Administrative Agent shall execute and deliver to the applicable Grantor, at the expense of such Grantor, all releases and authorizations to file Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.
Section 15. Notices
Section 16. Binding Effect; Several Agreement; Assignments
Section 17. Survival of Agreement, Severability
(a) All covenants, agreements, representations and warranties made by each of the Grantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Administrative Agent and the other Secured Parties and shall survive the execution and delivery of any Loan Documents, the making of any Loans and the issuance of any Letter of Credit, regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect until this Security Agreement shall terminate.
(b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).
Section 18. GOVERNING LAW
Section 19. Counterparts
Section 20. Headings
Section 21. Submission to Jurisdiction: Consent to Service of Process
(a) Each party to this Security Agreement hereby irrevocably and unconditionally submits for itself and its property in any legal action or proceeding relating to this Security Agreement and the Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof.
(b) Each party to this Security Agreement consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same.
(c) Each party to this Security Agreement agrees to service of process in the manner provided for in Section 10.10(c) of the Credit Agreement. Nothing in this Security Agreement will affect the right of any party to this Security Agreement to serve process in any other manner permitted by law.
(d) Each party to this Security Agreement agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.
(e) Each party to this Security Agreement waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.
Section 22. WAIVER OF JURY TRIAL
Section 23. Additional Grantors
Section 24. Regulatory Limitations
(a) Notwithstanding anything to the contrary contained in this Security Agreement, or any of the documents executed pursuant hereto, neither the Administrative Agent nor any of the Secured Parties shall take any action pursuant to this Security Agreement or any other related documents that under existing laws, rules, regulations and/or orders of the FCC, any State PUC or any other Governmental Authority regulating the provision of communication services would constitute or result in:
(i) the violation or breach of the terms of any governmental license, franchise or authorization;
(ii) the exercise of any voting rights relating to the Collateral, even if an Event of Default shall have occurred, without first obtaining all necessary regulatory approvals of the FCC, any State PUC or any other Governmental Authority regulating the provision of communication services for the assignment or transfer of such voting rights; or
(iii) the assignment of any governmental license, franchise or authorization or the transfer of control of the holder of any governmental license, franchise or authorization if the assignment of such governmental license, franchise or authorization or such transfer of control thereof would require under such laws, rules, regulations and/or orders the prior approval of the FCC, any State PUC or any other Governmental Authority regulating the provision of communication services, without first obtaining such approval.
Section 25. Licenses
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