PROCEEDING SHALL HAVE BEEN
DISCONTINUED OR ABANDONED FOR ANY REASON OR SHALL HAVE BEEN DETERMINED ADVERSELY
TO THE COLLATERAL AGENT, THEN AND IN EVERY SUCH CASE, THE PLEDGORS, THE
COLLATERAL AGENT AND EACH OTHER SECURED PARTY SHALL BE RESTORED TO THEIR
RESPECTIVE FORMER POSITIONS AND RIGHTS HEREUNDER WITH RESPECT TO THE COLLATERAL,
AND ALL RIGHTS, REMEDIES AND POWERS OF THE COLLATERAL AGENT AND THE OTHER
SECURED PARTIES SHALL CONTINUE AS IF NO SUCH PROCEEDING HAD BEEN INSTITUTED.
SECTION 9.6.
CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL PROPERTY.
IF ANY EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, UPON THE WRITTEN
DEMAND OF COLLATERAL AGENT, EACH PLEDGOR SHALL EXECUTE AND DELIVER TO COLLATERAL
AGENT AN ASSIGNMENT OR ASSIGNMENTS OF THE REGISTERED PATENTS, TRADEMARKS AND/OR
COPYRIGHTS AND GOODWILL AND SUCH OTHER DOCUMENTS AS ARE NECESSARY OR APPROPRIATE
TO CARRY OUT THE INTENT AND PURPOSES HEREOF.
WITHIN FIVE (5) BUSINESS DAYS OF
WRITTEN NOTICE THEREAFTER FROM COLLATERAL AGENT, EACH PLEDGOR SHALL MAKE
AVAILABLE TO COLLATERAL AGENT, TO THE EXTENT WITHIN SUCH PLEDGOR'S POWER AND
AUTHORITY, SUCH PERSONNEL IN SUCH PLEDGOR'S EMPLOY ON THE DATE OF THE EVENT OF
DEFAULT AS COLLATERAL AGENT MAY REASONABLY DESIGNATE TO PERMIT SUCH PLEDGOR TO
CONTINUE, DIRECTLY OR INDIRECTLY, TO PRODUCE, ADVERTISE AND SELL THE PRODUCTS
AND SERVICES SOLD BY SUCH PLEDGOR UNDER THE REGISTERED PATENTS, TRADEMARKS
AND/OR COPYRIGHTS, AND SUCH PERSONS SHALL BE AVAILABLE TO PERFORM THEIR PRIOR
FUNCTIONS ON COLLATERAL AGENT'S BEHALF.
SECTION 9.7.
FCC LICENSES AND REGULATORY AUTHORIZATIONS.
(I)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COLLATERAL
AGENT WILL NOT TAKE ANY ACTION PURSUANT TO THIS AGREEMENT WHICH WOULD CONSTITUTE
OR RESULT IN AN ASSIGNMENT OF ANY FCC LICENSE, CONSTRUCTION PERMIT OR OTHER
AUTHORIZATION OR A CHANGE OF CONTROL OF ANY GUARANTOR THAT IS A LICENSE CO. OR A
PARENT OF A LICENSE CO. IF SUCH ASSIGNMENT OF FCC LICENSE, CONSTRUCTION PERMIT
OR OTHER AUTHORIZATION OR CHANGE OF CONTROL WOULD REQUIRE UNDER THEN EXISTING
LAW (INCLUDING THE WRITTEN RULES AND REGULATIONS PROMULGATED BY THE FCC), THE
PRIOR APPROVAL OF THE FCC, WITHOUT FIRST OBTAINING SUCH APPROVAL OF THE FCC.
(II)
THE COLLATERAL AGENT SPECIFICALLY AGREES THAT (A) VOTING RIGHTS
IN THE STOCK OF EACH GUARANTOR THAT IS A LICENSE CO. OR A PARENT OF A LICENSE
CO. WILL REMAIN WITH THE HOLDERS OF SUCH VOTING RIGHTS UPON AND FOLLOWING THE
OCCURRENCE OF AN EVENT OF DEFAULT UNLESS ANY REQUIRED PRIOR APPROVALS OF THE FCC
TO THE TRANSFER OF SUCH VOTING RIGHTS SHALL HAVE BEEN OBTAINED;
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AND (B) PRIOR TO THE EXERCISE OF VOTING RIGHTS BY A PURCHASER OF SUCH PLEDGED
STOCK AT A PRIVATE OR PUBLIC SALE, THE PRIOR CONSENT OF THE FCC PURSUANT TO 47
U.S.C. § 310(D) OR ANY SUCCESSOR PROVISION OR APPLICABLE LAW WILL, IF REQUIRED,
BE OBTAINED.
(III)
EACH PLEDGOR AGREES AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT
TO TAKE ANY ACTION WHICH THE COLLATERAL AGENT MAY REASONABLY REQUEST IN ORDER TO
OBTAIN AND ENJOY THE FULL RIGHTS AND BENEFITS GRANTED TO THE COLLATERAL AGENT BY
THIS AGREEMENT