Fill and Sign the Agreement Collateral Form

1 PLEDGE AGREEMENT This PLEDGE AGREEMENT, dated as of _________, 20___ (together with all amendments, if any, from time to time hereto, this
Agreement ) among __________________, a ___________________ corporation (
Borrower), the Borrowers subsidiaries signatory hereto (together with the Borrower, each a
Pledgor  and collectively, the
Pledgors) and ___________________________ in its capacity as Agent for Lenders (
Agent). W I T N E S S E T H: WHEREAS, pursuant to that certain Credit Agreement dated as of the date hereof by and among the Pledgors, the other Credit Parties signatory thereto, Agent and the Persons signatory thereto from time to time as Lenders (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified (the
Credit Agreement ) the Lenders have agreed to make Loans to, and incur Letter of Credit Obligations for the benefit of, Borrower; WHEREAS, Pledgors are the record and beneficial owners of the Stock listed in Part A of Schedule I hereto and the owners of the promissory notes and instruments listed in Part B of Schedule I hereto; WHEREAS, in order to induce Agent and Lenders to make the Loans and to incur the Letter of Credit Obligations as provided for in the Credit Agreement, Pledgors have agreed to pledge the Pledged Collateral to Agent in accordance herewith;NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and to induce Lenders to make Loans and to incur Letter of Credit Obligations under the Credit Agreement, it is agreed as follows:1.Definitions. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as therein defined, and the following shall have (unless otherwise provided elsewhere in this Agreement) the following respective meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):
Bankruptcy Code means title 11, United States Code, as amended from time to time, and any successor statute thereto.
Pledged Collateral has the meaning assigned to such term in Section 2 hereof. 2
Pledged Entity means an issuer of Pledged Shares, Pledged Partnership Interests or Pledged Indebtedness.
Pledged Indebtedness means the Indebtedness evidenced by promissory notes and instruments listed on Part B of Schedule I hereto, as amended from time to time in accordance herewith.
Pledged Partnership Interests means those partnership interests listed on Part A-2 of Schedule I hereto, as amended from time to time in accordance herewith.
Pledged Shares means those shares listed on Part A-1 of Schedule I hereto, as amended from time to time in accordance herewith.
Secured Obligations has the meaning assigned to such term in Section 3 hereof. 2. Pledge. Each Pledgor hereby pledges to Agent, and grants to Agent for itself and the benefit of Lenders, a first priority security interest in all of the following, whether now owned or hereafter acquired (collectively, the
Pledged Collateral): (2)athe Pledged Shares and the Pledged Partnership Interests and the certificates representing the Pledged Shares and, if applicable, any Pledged Partnership Interests, it being understood that the Pledged Partnership Interests are, as of the date hereof, uncertificated, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares and the Pledged Partnership Interests; and(2)b such portion, as determined by Agent as provided in Section 6(e) below, of any additional shares of stock or partnership interests of a Pledged Entity from time to time acquired by such Pledgor in any manner (which shares and partnership interests shall be deemed to be part of the Pledged Shares or Pledged Partnership Interests, as the case may be), and the certificates representing such additional shares and partnership interests, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Stock; and (2)call of such Pledgors right, title and interest as a partner in each partnership listed on Part A of Schedule 1 (the
Partnerships ), whether now owned or hereafter acquired, including all of such Pledgors right, title and interest in, to and under the partnership agreements described on Schedule I (as such agreements have heretofore been and may hereafter be amended, restated, supplemented or otherwise modified from time to time, collectively, the
Partnership Agreements) to which it is a party; and (2)d the Pledged Indebtedness and the promissory notes or instruments evidencing the Pledged Indebtedness, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of the Pledged Indebtedness; and 3 (2)eall additional Indebtedness arising after the date hereof and owing to such Pledgor and evidenced by promissory notes or other instruments, together with such promissory notes and instruments, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of that Pledged Indebtedness.3. Security for Obligations. This Agreement secures, and the Pledged Collateral is security for, the prompt payment in full when due, whether at stated maturity, by acceleration or otherwise, and performance of all Obligations of any kind under or in connection with the Credit Agreement and the other Loan Documents and all obligations of Pledgors now or hereafter existing under this Agreement including, without limitation, all fees, costs and expenses whether in connection with collection actions hereunder or otherwise (collectively, the
Secured Obligations ). 4.Delivery of Pledged Collateral/Partnership Agreements. All certificates and all promissory notes and instruments evidencing the Pledged Collateral shall be delivered to and held by or on behalf of Agent, for itself and the benefit of Lenders, pursuant hereto. All Pledged Shares and certificated Pledged Partnership Interests shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Agent and all promissory notes or other instruments evidencing the Pledged Indebtedness shall be endorsed by the appropriate Pledgor. Anything herein to the contrary notwithstanding: (i)Pledgors shall remain liable under the Partnership Agreements to the extent set forth therein to perform all of their duties and obligations thereunder to the same extent as if this Agreement had not been executed;(ii) the exercise by Agent of any of its rights hereunder shall not release any Pledgor from any of its duties or obligations under the Partnership Agreements (other than to the extent such Pledgor is precluded from performing such duties solely as a result of Agent s having exercised such rights or remedies); (iii) Agent shall not have any obligation or liability under the Partnership Agreements by reason of this Agreement, nor shall Agent be obligated to perform any of the obligations or duties of Pledgors thereunder, to make any payment, to make any inquiry as to the nature or sufficiency of any payment received by Pledgors or the sufficiency of any performance by any party under any such Partnership Agreement, or to take any action to collect or enforce any claim for payment assigned hereunder; and(iv) without limiting the generality of the foregoing, neither the grant of the security interest in the Pledged Collateral in favor of Agent as provided herein nor the exercise by Agent of any of its rights hereunder nor any action by Agent in connection with a foreclosure on the Pledged Collateral shall be deemed to constitute Agent or any Lender a partner of any partnership.5. Representations and Warranties. Each Pledgor represents and warrants to Agent that: 4 (5)aSuch Pledgor is, and at the time of delivery of the Pledged Shares and the Pledged Partnership Interests to Agent will be, the sole holder of record and the sole beneficial owner of such Pledged Collateral pledged by such Pledgor free and clear of any Lien thereon or affecting the title thereto, except for any Lien created by this Agreement; such Pledgor is and at the time of delivery of the Pledged Indebtedness to Agent will be, the sole owner of such Pledged Collateral free and clear of any Lien thereon or affecting title thereto, except for any Lien created by this Agreement;(5)b All of the Pledged Shares and Pledged Partnership Interests have been duly authorized, validly issued and are fully paid and non-assessable; the Pledged Indebtedness has been duly authorized, authenticated or issued and delivered by, and is the legal, valid and binding obligations of, the Pledged Entities, and no such Pledged Entity is in default thereunder;(5)cSuch Pledgor has the right and requisite authority to pledge, assign, transfer, deliver, deposit and set over the Pledged Collateral pledged by such Pledgor to Agent as provided herein;(5)d None of the Pledged Shares, the Pledged Partnership Interests or Pledged Indebtedness has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject;(5)eAll of the Pledged Shares are presently owned by such Pledgor, and are presently represented by the certificates listed on Part A-1 of Schedule I hereto. All of the Pledged Partnership Interests are presently owned by such Pledgor, and are presently uncertificated. As of the date hereof, there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Pledged Shares or the Pledged Partnership Interests; (5)f No consent, approval, authorization or other order or other action by, and no notice to or filing with, any requisite Governmental Authority or any other Person is required (i) for the pledge by such Pledgor of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by such Pledgor, or (ii) for the exercise by Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally and by the Communications Laws, including, but not limited to, the requirement for prior consent to the assignment or transfer of control of Station License;(5)g The pledge, assignment and delivery of the Pledged Collateral pursuant to this Agreement, and with respect to the Pledged Partnership Interests, the filing of appropriate financing statements under the Code, will create a valid first priority Lien on and a first priority perfected security interest in favor of the Agent for the benefit of Agent and Lenders in the Pledged Collateral and the proceeds thereof, securing the payment of the Secured Obligations, subject to no other Lien;(5)h This Agreement has been duly authorized, executed and delivered by Pledgors and constitutes a legal, valid and binding obligation of Pledgors enforceable against Pledgors in accordance with its terms; 5 (5)iThe Pledged Shares or the Pledged Partnership Interests, as the case may be, constitute, and shall at all times hereafter constitute, 100% of the issued and outstanding shares of Stock of each Pledged Entity; and(5)j Except as disclosed on Part B of Schedule I, none of the Pledged Indebtedness is subordinated in right of payment to other Indebtedness (except for the Secured Obligations) or subject to the terms of an indenture. The representations and warranties set forth in this Section 5 shall survive the execution and delivery of this Agreement. 6.Covenants. Each Pledgor covenants and agrees that until the Termination Date:(6)a Without the prior written consent of Agent, such Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or grant a Lien in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement;(6)b Such Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of such Pledgor, and will cooperate with Agent, at such Pledgors expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;(6)cSuch Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens;(6)d Upon request by Agent, each Pledgor shall cause each Person which is an issuer of an uncertificated security included in the Pledged Collateral to execute and deliver all instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted in such uncertificated securities, to establish
control (as such term is defined in the Code) by Agent over such Pledged Collateral or to enable Agent to exercise and enforce its rights and remedies hereunder with respect to such Pledged Collateral, including, and as applicable, register the security interest granted hereby upon the books of such Person in accordance with Article 8 of the Code; and(6)eSuch Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to the Security Agreement, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three 6 (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Schedule II hereto (a
Pledge Amendment) in respect of any such additional Stock, notes or instruments, pursuant to which such Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Each Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares, Pledged Partnership Interests and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateral. 7.Pledgors Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgors in accordance with Section 8(a) hereof: (7)a Pledgors shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the secured position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent permitted by the Credit Agreement) or unless consented to by Agent: (i)i the dissolution or liquidation, in whole or in part, of a Pledged Entity (other than in connection with the transfer of all assets of such Pledged Entity to another Pledged Entity); (i)ii the consolidation or merger of a Pledged Entity with any other Person (other than with another Pledged Entity); (i)iii the sale, disposition or encumbrance of any assets of a Pledged Entity, except for Liens in favor of Agent or as permitted under the Credit Agreement;(i)iv any change in the authorized number of shares, partnership interests, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares or partnership interests of its Stock unless such shares of Stock are pledged hereunder; or (i)iv the alteration of the voting rights with respect to the Stock of a Pledged Entity; and(b)(i)Pledgors shall be entitled, from time to time, to collect and receive for their own use all cash dividends and interest paid in respect of the Pledged Shares, the Pledged Partnership Interests and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all dividends and interest paid or payable in Stock or instruments evidencing indebtedness; and (ii)all dividends and interest paid or payable in Stock or instruments evidencing indebtedness shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgors, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgors, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).8. Defaults and Remedies; Proxy. 7 (8)aUpon the occurrence of an Event of Default and during the continuation of such Event of Default, and concurrently with written notice to Pledgors, Agent (personally or through an agent) is hereby authorized and empowered to collect and receive all cash dividends, interest, principal and other distributions made thereon, and, subject to Section 21 hereof, to transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon, to sell in one or more sales after ten (10) days  notice of the time and place of any public sale or of the time at which a private sale is to take place (which notice each Pledgor agrees is commercially reasonable) the whole or any part of the Pledged Collateral, and to otherwise act with respect to the Pledged Collateral as though Agent was the outright owner thereof. Any sale shall be made at a public or private sale at Agent s place of business, or at any place to be named in the notice of sale, either for cash or upon credit or for future delivery at such price as Agent may deem fair, and Agent may be the purchaser of the whole or any part of the Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of any Pledgor or any right of redemption. Each sale shall be made to the highest bidder, but Agent reserves the right to reject any and all bids at such sale which, in its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby waived and any sale hereunder may be conducted by an auctioneer or any officer or agent of Agent. EACH PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS AGENT AS THE PROXY AND ATTORNEY-IN -FACT OF SUCH PLEDGOR WITH RESPECT TO THE PLEDGED COLLATERAL, INCLUDING SUBJECT TO THE GRANT OF ANY REQUIRED PRIOR APPROVAL OF THE FCC, THE RIGHT TO VOTE THE PLEDGED SHARES AND THE PLEDGED PARTNERSHIP INTERESTS, WITH FULL POWER OF SUBSTITUTION TO DO SO IN ACCORDANCE WITH THE TERMS HEREOF; PROVIDED THAT AGENT SHALL NOT HAVE THE RIGHT TO EXECUTE ANY APPLICATION OR INSTRUMENT ON BEHALF OF ANY PLEDGOR FOR SUBMISSIONS TO THE FCC EXCEPT TO THE EXTENT PERMITTED BY THE COMMUNICATION LAWS AND THE FCC. THE APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE TERMINATION DATE. SUBJECT TO THE GRANT OF ANY REQUIRED PRIOR APPROVAL OF THE FCC, THE APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO VOTE THE PLEDGED SHARES AND THE PLEDGED PARTNERSHIP INTERESTS, THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED SHARES AND THE PLEDGED PARTNERSHIP INTERESTS WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY PLEDGED SHARES OR THE PLEDGED PARTNERSHIP INTERESTS ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF THE PLEDGED SHARES OR THE PLEDGED PARTNERSHIP INTERESTS, AS THE CASE MAY BE, OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF 8 AN EVENT OF DEFAULT. NOTWITHSTANDING THE FOREGOING, AGENT SHALL NOT HAVE ANY DUTY TO EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO.(8)b If, at the original time or times appointed for the sale of the whole or any part of the Pledged Collateral, the highest bid, if there be but one sale, shall be inadequate to discharge in full all the Secured Obligations, or if the Pledged Collateral be offered for sale in lots, if at any of such sales, the highest bid for the lot offered for sale would indicate to Agent, in its discretion, that the proceeds of the sales of the whole of the Pledged Collateral would be unlikely to be sufficient to discharge all the Secured Obligations, Agent may, on one or more occasions and in its discretion, postpone any of said sales by public announcement at the time of sale or the time of previous postponement of sale, and no other notice of such postponement or postponements of sale need be given, any other notice being hereby waived; provided, however, that any sale or sales made after such postponement shall be after ten (10) days notice to Pledgors. (8)c All expenses incurred in complying with this Section 8, including, without limitation, all registration and filing fees (including all expenses incident to filing with the National Association of Securities Dealers, Inc.), printing expenses, fees and disbursements of counsel for the registrant, the fees and expenses of counsel for Agent, expenses of the independent certified public accountants (including any special audits incident to or required by any such registration) and expenses of complying with the securities or blue sky laws or any jurisdictions, shall be paid by Pledgors. (8)d If, at any time when Agent shall determine to exercise its right to sell the whole or any part of the Pledged Collateral hereunder in accordance with the terms hereof, such Pledged Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933, as amended (or any similar statute then in effect) (the
Act ), Agent may, in its discretion (subject only to applicable requirements of law), sell such Pledged Collateral or part thereof by private sale in such manner and under such circumstances as Agent may deem necessary or advisable, but subject to the other requirements of this Section 8 and Section 21, and shall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the foregoing, in any such event, Agent in its discretion (x) may, in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Collateral or part thereof could be or shall have been filed under said Act (or similar statute), (y) may approach and negotiate with a single possible purchaser to effect such sale, and (z) may restrict such sale to a purchaser who is an accredited investor under the Act and who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Pledged Collateral or any part thereof. In addition to a private sale as provided above in this Section 8, if any of the Pledged Collateral shall not be freely distributable to the public without registration under the Act (or similar statute) at the time of any proposed sale pursuant to this Section 8, then Agent shall not be required to effect such registration or cause the same to be effected but, in its discretion (subject only to applicable requirements of law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions: 9 (iv)i as to the financial sophistication and ability of any Person permitted to bid or purchase at any such sale; (iv)ii as to the content of legends to be placed upon any certificates representing the Pledged Collateral sold in such sale, including restrictions on future transfer thereof;(iv)iii as to the representations required to be made by each Person bidding or purchasing at such sale relating to that Persons access to financial information about Pledgors and such Persons intentions as to the holding of the Pledged Collateral so sold for investment for its own account and not with a view to the distribution thereof; and (iv)iv as to such other matters as Agent may, in its discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors rights and the Act and all applicable state securities laws.(8)a Each Pledgor recognizes that Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof in accordance with clause (d) above. Each Pledgor also acknowledges that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the Pledged Entity to register such securities for public sale under the Act, or under applicable state securities laws, even if the applicable Pledgor and the Pledged Entity would agree to do so. (8)bEach Pledgor agrees to the maximum extent permitted by applicable law that following the occurrence and during the continuance of an Event of Default it will not at any time plead, claim or take the benefit of any appraisal, valuation, stay, extension, moratorium or redemption law now or hereafter in force in order to prevent or delay the enforcement of this Agreement, or the absolute sale of the whole or any part of the Pledged Collateral or the possession thereof by any purchaser at any sale hereunder, and each Pledgor waives the benefit of all such laws to the extent it lawfully may do so. Each Pledgor agrees that it will not interfere with any right, power and remedy of Agent provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by Agent of any one or more of such rights, powers or remedies. No failure or delay on the part of Agent to exercise any such right, power or remedy and no notice or demand which may be given to or made upon Pledgors by Agent with respect to any such remedies shall operate as a waiver thereof, or limit or impair Agents right to take any action or to exercise any power or remedy hereunder, without notice or demand, or prejudice its rights as against Pledgors in any respect.(8)c Each Pledgor further agrees that a breach of any of the covenants contained in this Section 8 will cause irreparable injury to Agent, that Agent shall have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and 10 every covenant contained in this Section 8 shall be specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that the Secured Obligations are not then due and payable in accordance with the agreements and instruments governing and evidencing such obligations. 9.Waiver. No delay on Agents part in exercising any power of sale, Lien, option or other right hereunder, and no notice or demand which may be given to or made upon Pledgors by Agent with respect to any power of sale, Lien, option or other right hereunder, shall constitute a waiver thereof, or limit or impair Agents right to take any action or to exercise any power of sale, Lien, option, or any other right hereunder, without notice or demand, or prejudice Agents rights as against Pledgors in any respect. 10.Assignment. Agent may assign, indorse or transfer any instrument evidencing all or any part of the Secured Obligations as provided in, and in accordance with, the Credit Agreement, and the holder of such instrument shall be entitled to the benefits of this Agreement. 11.Termination. Immediately following the Termination Date, Agent shall deliver to Pledgors the Pledged Collateral pledged by Pledgors at the time subject to this Agreement and all instruments of assignment executed in connection therewith, free and clear of the Liens hereof and, except as otherwise provided herein, all of Pledgors obligations hereunder shall at such time terminate. 12.Lien Absolute. All rights of Agent hereunder, and all obligations of Pledgors hereunder, shall be absolute and unconditional irrespective of: (12)aany lack of validity or enforceability of the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any Secured Obligations;(12)bany change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any Secured Obligations;(12)cany exchange, release or non-perfection of any other Collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured Obligations;(12)dthe insolvency of any Credit Party; or(12)eany other circumstance which might otherwise constitute a defense available to, or a discharge of, any Pledgor.13.Release. Each Pledgor consents and agrees that Agent may at any time, or from time to time, in its discretion: (13)a renew, extend or change the time of payment, and/or the manner, place or terms of payment of all or any part of the Secured Obligations; and 11 (13)bexchange, release and/or surrender all or any of the Collateral (including the Pledged Collateral), or any part thereof, by whomsoever deposited, which is now or may hereafter be held by Agent in connection with all or any of the Secured Obligations; all in such manner and upon such terms as Agent may deem proper, and without notice to or further assent from Pledgors, it being hereby agreed that Pledgors shall be and remain bound upon this Agreement, irrespective of the value or condition of any of the Collateral, and notwithstanding any such change, exchange, settlement, compromise, surrender, release, renewal or extension, and notwithstanding also that the Secured Obligations may, at any time, exceed the aggregate principal amount thereof set forth in the Credit Agreement, or any other agreement governing any Secured Obligations. Pledgors hereby waive notice of acceptance of this Agreement, and also presentment, demand, protest and notice of dishonor of any and all of the Secured Obligations, and promptness in commencing suit against any party hereto or liable hereon, and in giving any notice to or of making any claim or demand hereunder upon Pledgors. No act or omission of any kind on Agents part shall in any event affect or impair this Agreement.14. Reinstatement. This Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Pledgor or any Pledged Entity for liquidation or reorganization, should any Pledgor or any Pledged Entity become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of a Pledgors or a Pledged Entitys assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a
voidable preference,
fraudulent conveyance , or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 15.Miscellaneous. (15)aAgent may execute any of its duties hereunder by or through agents or employees and shall be entitled to advice of counsel concerning all matters pertaining to its duties hereunder.(15)b Pledgors agree to promptly reimburse Agent for actual out -of-pocket expenses, including, without limitation, reasonable counsel fees, incurred by Agent in connection with the administration and enforcement of this Agreement.(15)c Neither Agent, nor any of its respective officers, directors, employees, agents or counsel shall be liable for any action lawfully 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 as finally determined by a court of competent jurisdiction.(15)dTHIS AGREEMENT SHALL BE BINDING UPON PLEDGORS AND THEIR SUCCESSORS AND ASSIGNS (INCLUDING A DEBTOR-IN-POSSESSION ON 12 BEHALF OF ANY PLEDGOR), AND SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY, AGENT AND ITS SUCCESSORS AND ASSIGNS, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF __________________ APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE, AND NONE OF THE TERMS OR PROVISIONS OF THIS AGREEMENT MAY BE WAIVED, ALTERED, MODIFIED OR AMENDED EXCEPT IN WRITING DULY SIGNED FOR AND ON BEHALF OF AGENT AND PLEDGORS.16.Severability. If for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or effect those portions of this Agreement which are valid. 17.Notices. Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other party, or whenever any of the parties desires to give or serve upon any other a communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be given in the manner, and deemed received, as provided for in the Credit Agreement. 18.Section Titles. The Section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. 19.Counterparts. This Agreement may be executed in any number of counterparts, which shall, collectively and separately, constitute one agreement. 20.Benefit of Lenders . All security interests granted or contemplated hereby shall be for the benefit of Agent and Lenders, and all proceeds or payments realized from the Pledged Collateral in accordance herewith shall be applied to the Obligations in accordance with the terms of the Credit Agreement. 21. Government Approval. Notwithstanding anything to the contrary contained herein or in any other Loan Document, neither the Agent nor the Lenders shall take any action pursuant to this or any other Loan Document that would constitute or result in an assignment of any Station License or a transfer of control of any Borrower or any Station License, whether de jure or de facto, if such assignment or such transfer of control would require the prior approval of the FCC under the Communications Laws without first obtaining such approval from the FCC; and, notwithstanding the existence and continuance of an Event of Default, voting rights in the Pledged Collateral shall remain in the hands of the Pledgors unless and until all required FCC consent to a transfer of control of any affected Station Licenses shall have been obtained . The Agent specifically agrees that, if FCC approval is required under the Communications Laws, FCC approval will be obtained prior to (a) the transfer of any voting rights of any Pledgor with respect to any Pledged Entity or the exercise of management rights over any Pledged Entity, in each case notwithstanding the evidence of an Event of Default, or (b) the transfer of control of any Pledged Shares or Pledged Partnership Interests of a Pledged Entity. If an Event of Default exists and the Agent seeks to sell the Pledged Shares or Pledged Partnership Interests of any Pledged Entity, such sale will be through a private or public arm's- length sale of the Pledged Shares or Pledged Partnership Interests of such Pledged Entity. Each Pledgor agrees to take any lawful action which the Agent may request in order to obtain and 13 enjoy the full rights and benefits granted to the Agent by this Agreement and the other Loan Documents, including specifically, after the occurrence and during the continuance of an Event of Default, the use of such Pledgor's best efforts to assist in obtaining any approval of the FCC and any other Governmental Authority that is then required under the Communications Laws or under any other law for any action or transaction contemplated by this Agreement. Such efforts shall include, without limitation, sharing with Agent any FCC registration numbers, account numbers and passwords for the FCC s CDBS System and preparing, certifying and filing (or causing to be prepared, certified and filed) with the FCC any portion of any application or applications for consent to the assignment of the Station Licenses or transfer of control of any Pledgor required to be filed under the Communications Laws for approval of any sale or transfer of Collateral and/or the Station Licenses. [signature page follows] 14 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above. By: Name: ________________________Title: Executive Vice President ____________________________________________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ___________________________________________________________________________________________________________________ ________________________________________________________________________ ____________________________________By:____________________________________Name:__________________________Title:Executive Vice President of each of the above companies [SIGNATURE PAGE TO PLEDGE AGREEMENT] 15 ________________________________, as AgentBy: _______________________Its Duly Authorized Signatory 16 SCHEDULE IPART A-1 PLEDGED SHARES Pledged EntityClass of StockStock CertificateNumber(s) Numberof SharesPercentage of Outstanding Shares100%100%100%100%PART A-2PLEDGED PARTNERSHIP INTERESTSIssuerPledgorType of StockNo. of SharesCertificate No. 17 PART B PLEDGED INDEBTEDNESS Pledged EntityInitial Principal AmountIssue DateMaturity DateInterest Rate 18 SCHEDULE II PLEDGE AMENDMENT This Pledge Amendment, dated ________________, ___ is delivered pursuant to Section 6(d) of the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Pledge Agreement. The undersigned hereby certifies that the representations and warranties in Section 5 of the Pledge Agreement are and continue to be true and correct, both as to the promissory notes, instruments and shares pledged prior to this Pledge Amendment and as to the promissory notes, instruments and shares pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain Pledge Agreement, dated , 20 , among the undersigned, the other Pledgors signatory thereto and ________________________, as Agent, (the
Pledge Agreement) and that the Pledged Shares and Pledged Indebtedness listed on this Pledge Amendment shall be and become a part of the Pledged Collateral referred to in said Pledge Agreement and shall secure all Secured Obligations referred to in said Pledge Agreement. The undersigned acknowledges that any promissory notes, instruments or shares not included in the Pledged Collateral at the discretion of Agent may not otherwise be pledged by Pledgor to any other Person or otherwise used as security for any obligations other than the Secured Obligations. From and after the date hereof, Schedule I to the Pledge Agreement is hereby amended to add the additional Pledged Collateral listed below. [NAME OF PLEDGOR]By:Name:Title:Name and Address of PledgorPledged EntityClassof StockCertificateNumber(s)Numberof SharesPledged EntityInitial Principal AmountIssue DateMaturity DateInterest Rate