Actions by Collateral Agent. As to any matter not expressly provided for by this Agreement, the Collateral Agent shall act or refrain from acting as directed by the Directing Creditors and shall be fully protected in doing so.
Actions by Collateral Agent. Collateral Agent shall only be obligated to act hereunder upon the written direction of the Required Holders.
Actions by Collateral Agent. Subject to Section 4.4, Section 7.19 and any other express provision hereof, as to any matter not expressly provided for by this Agreement or any other Transaction Document, the Collateral Agent will act or refrain from acting as directed by an Act of the Applicable Authorized Representative, and any such action so taken, suffered or omitted pursuant hereto or thereto shall be binding on all holders of the Secured Obligations. Notwithstanding the foregoing, the Collateral Agent shall not be bound or required to take any action that it believes, based on advice of counsel, is in conflict with any applicable law, this Agreement or any of the other Transaction Documents, or any order of any court or administrative agency.
Actions by Collateral Agent. All actions taken by Collateral Agent hereunder shall be taken at the direction of the Required Banks (as defined in the Credit Agreement).
Actions by Collateral Agent. Agents acknowledge that (a) that each Bank has performed and will continue to perform its own credit analysis of Borrower and each Pledgor and its own investigations of the risks involved in the transactions contemplated by the obligations and in entering into this Agreement, (b) each Bank has reviewed and approved the form and substance of each of the Loan Documents, including any UCC financing statements filed in connection with any of the Loan Documents, and (c) Collateral Agent, by executing this Agreement, has not nor at any time shall Collateral Agent be deemed to have made any representation or warranty, express or implied, with respect to the (i) due execution, authenticity, legality, accuracy, completeness, validity or enforceability of any of the Loan Documents or as to the financial condition or creditworthiness of Borrower or any Pledgor, or the collectability of the Obligations, or (ii) validity, perfection, priority, enforceability, value or sufficiency of, or title to any of the Collateral, or the filing, or recording, or taking of any other actions with respect to the Collateral. Although Collateral Agent will endeavor to exercise the same care in administering the Collateral as if the Collateral Agent were acting for its own account, Collateral Agent shall be fully protected in relying upon any document that appears to it to be genuine and upon the advice of legal counsel, independent accountants and other appropriate experts (including those retained by Borrower). Neither Collateral Agent nor any of its affiliates, directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct.
Actions by Collateral Agent. To enforce the provisions of Section 5.05, the Collateral Agent is authorized to request the consent or approval of the FCC or any other Governmental Authority to a voluntary or an involuntary transfer of control of the Grantors or the voluntary or involuntary assignment of any FCC License Rights held by the Grantors. In connection with the exercise of its remedies under this Agreement, the Collateral Agent may obtain the appointment of a trustee or receiver to assume control of the Grantors, subject to any required prior approval of the FCC or any other Governmental Authority. Such trustee or receiver shall have all rights and powers provided to it by law or by court order or provided to the Collateral Agent under this Agreement.
Actions by Collateral Agent. Each Pledgor hereby designates Collateral Agent, or any attorney, agent or other Person designated by Collateral Agent, so long as any Event Default exists, as the attorney-in-fact of such Pledgor to (a) endorse in favor of Collateral Agent any of the Collateral; (b) cause the transfer of any of the Collateral in such name as Collateral Agent may from time to time determine; (c) renew, extend or roll over any Collateral; and (d) make, demand and initiate actions to enforce any of the Collateral or rights therein. Collateral Agent may take such action with respect to the Collateral as Collateral Agent may reasonably determine to be necessary to protect and preserve its interest in the Collateral. Collateral Agent shall also have and may exercise at any time all rights, remedies, powers, privileges and discretions of each Pledgor with respect to and under the Collateral; provided, however, Collateral Agent shall have no right to exercise any Voting Rights or to foreclose or otherwise realize on any Collateral in each case except in accordance with the provisions of this Agreement. Except as otherwise provided in this Agreement, including as otherwise provided in the preceding sentence, all of the rights, remedies, powers, privileges and discretions included in this Section 8 may be exercised by Collateral Agent whether or not any of the Senior Indebtedness is then due and whether or not an Event of Default has occurred. The within designation and grant of power of attorney is coupled with an interest, is irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of Collateral Agent. The power of attorney shall not be affected by subsequent disability or incapacity of any Pledgor. Collateral Agent and Secured Parties shall not be liable for any act or omission to act pursuant to this Section 8, except for any act or omission to act which is in actual bad faith, willful misconduct or constituting the gross negligence of such party.
Actions by Collateral Agent. As to any matter not expressly provided for by this Agreement or the Collateral Documents, the Collateral Agent will act or refrain from acting as directed by the Requisite Secured Parties or, in the case of any Enforcement Proceeding, an Act of Instructing Secured Parties, and will be fully protected if it does so, and any action taken, suffered or omitted pursuant to hereto or thereto shall be binding on the Secured Parties. Notwithstanding the foregoing, the Collateral Agent shall have the power, but need not be obliged, to institute and to maintain such suits and proceedings (other than Enforcement Proceedings) as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of this Agreement or the Collateral Documents, and such suits and proceedings as the Collateral Agent may deem expedient to preserve or protect its interest and the interests of the Secured Parties in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair Liens or be prejudicial to the interests of the Secured Parties).
Actions by Collateral Agent. As to any matter not expressly provided for by this Agreement or the other Security Documents, the Collateral Agent will act or refrain from acting as directed by an Act of Required Secured Parties and will be fully protected if it does so, and any action taken, suffered or omitted pursuant to hereto or thereto shall be binding on the Secured Parties. Phrases such as “satisfactory to the Collateral Agent”, “approved by the Collateral Agent”, “acceptable to the Collateral Agent”, “as determined by the Collateral Agent”, “in the Collateral Agent’s discretion”, “selected by the Collateral Agent”, and phrases of similar import authorize and permit the Collateral Agent to approve, disapprove, determine, act or decline to act in its discretion, it being understood that the Collateral Agent in exercising such discretion shall act on the instructions by an Act of Required Secured Parties and shall be fully protected in, and shall incur no liability in connection with, acting (or failing to act) pursuant to such instructions. With regards to any action or refusal to act that involves discretion (including, but not limited to the exercise of any remedies), the Collateral Agent shall be entitled to refrain from any act or the taking of any action hereunder or from the exercise of any power or authority vested in it hereunder or thereunder unless and until the Collateral Agent shall have received instructions by an Act of Required Secured Parties and shall not be liable for any such delay in acting.
Actions by Collateral Agent. Subject to Section 4.4, Section 7.21 and any other express provision hereof, as to any matter not expressly provided for by this Agreement or any other Security Document, the Collateral Agent will act or refrain from acting as directed by an Act of the Applicable Authorized Representative, and will be fully protected and indemnified by the holders of the Secured Obligations (other than the Holders of the Notes) relating to such Act of the Applicable Authorized Representative in doing so (except to the extent of the Collateral Agent’s gross negligence, bad faith or willful misconduct), and any action taken, suffered or omitted pursuant hereto or thereto shall be binding on all holders of the Secured Obligations.
