AND EACH OTHER AGREEMENT, INSTRUMENT AND DOCUMENT DELIVERED TO
THE COLLATERAL AGENT IN CONNECTION HEREWITH, INCLUDING SPECIFICALLY, AT THE
PLEDGOR'S OWN COST AND EXPENSE, THE USE OF PLEDGOR'S BEST EFFORTS TO ASSIST IN
OBTAINING APPROVAL OF THE FCC OR ANY ACTION OR TRANSACTION CONTEMPLATED BY THIS
AGREEMENT WHICH IS THEN REQUIRED BY LAW, AND SPECIFICALLY, WITHOUT LIMITATION,
UPON REQUEST, TO PREPARE, SIGN AND FILE WITH THE FCC THE ASSIGNOR'S OR
TRANSFEROR'S AND LICENSEE'S PORTIONS OF ANY APPLICATION OR APPLICATIONS FOR
CONSENT TO ASSIGNMENT OF LICENSE, CONSTRUCTION PERMIT OR OTHER AUTHORIZATION OR
TRANSFER OF CONTROL NECESSARY OR APPROPRIATE UNDER THE FCC'S RULES AND
REGULATIONS.
EACH PLEDGOR FURTHER CONSENTS TO THE ASSIGNMENT OR TRANSFER OF
CONTROL OF ANY FCC LICENSE, CONSTRUCTION PERMIT, OR OTHER AUTHORIZATION TO A
RECEIVER, TRUSTEE, OR SIMILAR OFFICIAL OR TO ANY PURCHASER OF THE PLEDGED
SECURITIES PURSUANT TO ANY PUBLIC OR PRIVATE SALE, JUDICIAL SALE, FORECLOSURE,
OR EXERCISE OF OTHER REMEDIES AVAILABLE TO COLLATERAL AGENT AS PERMITTED BY
APPLICABLE LAW.
ARTICLE X
PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS;
APPLICATION OF PROCEEDS
SECTION 10.1.
PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS.
THE
PLEDGORS SHALL TAKE ALL ACTIONS REQUIRED BY THE INDENTURE WITH RESPECT TO ANY
NET LOSS PROCEEDS OF ANY CASUALTY EVENT OR NET CASH PROCEEDS FROM THE SALE OR
DISPOSITION OF ANY COLLATERAL.
SECTION 10.2.
APPLICATION OF PROCEEDS.
THE PROCEEDS RECEIVED BY THE
COLLATERAL AGENT IN RESPECT OF ANY SALE OF, COLLECTION FROM OR OTHER REALIZATION
UPON ALL OR ANY PART OF THE COLLATERAL PURSUANT TO THE EXERCISE BY THE
COLLATERAL AGENT OF ITS REMEDIES SHALL BE APPLIED, TOGETHER WITH ANY OTHER SUMS
THEN HELD BY THE COLLATERAL AGENT PURSUANT TO THIS AGREEMENT, IN ACCORDANCE WITH
THE INDENTURE.
ARTICLE XI
MISCELLANEOUS
SECTION 11.1.
CONCERNING COLLATERAL AGENT.
(I)
THE COLLATERAL AGENT HAS
BEEN APPOINTED AS TRUSTEE PURSUANT TO THE INDENTURE.
IN CONNECTION WITH ITS
APPOINTMENT AND ACTING HEREUNDER AND UNDER ALL AGREEMENTS (INCLUDING THE
SECURITY DOCUMENTS) CONTEMPLATED HEREIN, THE TRUSTEE IS ENTITLED TO ALL RIGHTS,
PRIVILEGES, PROTECTIONS, IMMUNITIES AND INDEMNITIES PROVIDED TO IT UNDER THE
INDENTURE.
THE COLLATERAL AGENT SHALL HAVE THE RIGHT HEREUNDER TO MAKE DEMANDS,
TO GIVE NOTICES, TO EXERCISE OR REFRAIN FROM EXERCISING ANY RIGHTS, AND TO TAKE
OR REFRAIN FROM TAKING ACTION (INCLUDING THE RELEASE OR SUBSTITUTION OF THE
COLLATERAL), IN ACCORDANCE WITH THIS AGREEMENT AND THE INDENTURE.
THE
COLLATERAL AGENT MAY EMPLOY AGENTS AND ATTORNEYS-IN-FACT IN CONNECTION HEREWITH
AND SHALL NOT BE LIABLE FOR THE NEGLIGENCE OR MISCONDUCT OF ANY SUCH AGENTS
30
OR ATTORNEYS-IN-FACT SELECTED BY IT IN GOOD FAITH.
THE COLLATERAL AGENT MAY
RESIGN AND A SUCCESSOR COLLATERAL AGENT MAY BE APPOINTED IN THE MANNER PROVIDED
FOR IN THE INDENTURE.
UPON THE ACCEPTANCE OF ANY APPOINTMENT AS THE COLLATERAL
AGENT BY A SUCCESSOR COLLATERAL AGENT, THAT SUCCESSOR COLLATERAL AGENT SHALL
THEREUPON SUCCEED TO AND BECOME VESTED WITH ALL THE RIGHTS, POWERS, PRIVILEGES
AND DUTIES OF THE RETIRING COLLATERAL AGENT UNDER THIS AGREEMENT, AND THE
RETIRING COLLATERAL AGENT SHALL THEREUPON BE DISCHARGED FROM ITS DUTIES AND
OBLIGATIONS UNDER THIS AGREEMENT.
AFTER