Common use of Authority of the Trustee Clause in Contracts

Authority of the Trustee. The Trustee shall have and be entitled to exercise all powers hereunder which are specifically granted to the Trustee by the terms hereof, together with such powers as are reasonably incident thereto. The Trustee may perform any of its duties hereunder or in connection with the Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither the Trustee nor any director, officer, employee, attorney or agent of the Trustee shall be liable to Grantor for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence or willful misconduct, not shall the Trustee be responsible for the validity, effectiveness or sufficiency of this Agreement or of any document or security furnished pursuant hereto. The Trustee and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Grantor agrees to indemnify and hold harmless the Trustee and any other Person from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of attorneys and paralegals (including, without duplication, reasonable charges of inside counsel)), claims and liabilities incurred by the Trustee or such Person hereunder, unless such claim or liability shall be due to willful misconduct or gross negligence on the part of the Trustee or such Person.

Authority of the Trustee. The Subject to any applicable requirement of prior FCC approval and any applicable restrictions established by the Communications Act and the FCC Rules, the Trustee shall have and be entitled to exercise all powers hereunder which are specifically granted to the Trustee by the terms hereof, together with such powers as are reasonably incident thereto. The Trustee may perform any of its duties hereunder or in connection with the Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither the Trustee nor any director, officer, employee, attorney or agent of the Trustee shall be liable to Grantor for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence or willful misconduct, not shall the Trustee be responsible for the validity, effectiveness or sufficiency of this Agreement or of any document or security furnished pursuant hereto. The Trustee and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Grantor agrees to indemnify and hold harmless the Trustee and any other Person from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of attorneys and paralegals (including, without duplication, reasonable charges of inside counsel)), claims and liabilities incurred by the Trustee or such Person hereunder, unless such claim or liability shall be due to willful misconduct or gross negligence on the part of the Trustee or such Person.

Authority of the Trustee. The Subject to any applicable requirement of prior FCC approval and any applicable restrictions established by the Communications Act and the FCC Rules, the Trustee shall have and be entitled to exercise all powers hereunder which are specifically granted to the Trustee by the terms hereof, together with such powers as are reasonably incident thereto. The Trustee may perform any of its duties hereunder or in connection with the Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither the Trustee nor any director, officer, employee, attorney or agent of the Trustee shall be liable to any Grantor for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence or willful misconduct, not shall the Trustee be responsible for the validity, effectiveness or sufficiency of this Agreement or of any document or security furnished pursuant hereto. The Trustee and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Each Grantor agrees to indemnify and hold harmless the Trustee and any other Person from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of attorneys and paralegals (including, without duplication, reasonable charges of inside counsel)), claims and liabilities incurred by the Trustee or such Person hereunder, unless such claim or liability shall be due to willful misconduct or gross negligence on the part of the Trustee or such Person.

Authority of the Trustee. The Trustee shall have and be entitled to exercise all powers hereunder which are specifically granted to the Trustee by the terms hereof, together with such powers as are reasonably incident thereto. The Trustee may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither the Trustee nor any director, officer, employee, attorney or agent of the Trustee shall be liable to Grantor Pledgor for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence or willful misconduct, not nor shall the Trustee be responsible for the validity, effectiveness or sufficiency of this Agreement or of any document or security furnished pursuant hereto. The Trustee and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Grantor Pledgor agrees to indemnify and hold harmless the Trustee and any other Person from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of attorneys and paralegals (including, without duplication, reasonable charges of inside counsel)), claims and liabilities incurred by the Trustee or such Person hereunder, unless such claim or liability shall be due to willful misconduct or gross negligence on the part of the Trustee or such Person.

Authority of the Trustee. (a) The Trustee shall have and be entitled to exercise all powers hereunder which that are specifically granted to the Trustee by the terms hereof, together with such powers as are reasonably incident thereto. The Trustee may perform any of its duties hereunder or in connection with the Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither None of the Trustee nor or any director, officer, employee, attorney or agent of the Trustee shall be liable to Grantor the Pledgor for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence negligent action, negligent failure to act or willful misconduct; provided, however, that (i) each such person shall not shall be liable for any error of judgment made in good faith by it unless it is proved that such person was negligent in ascertaining the pertinent facts and (ii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction or request received by it pursuant to Section 5.12 of the Indenture or Section 16(d) hereof. The Trustee shall not be responsible for the validity, effectiveness or sufficiency of this Agreement hereof or of any document or security furnished pursuant hereto. The Trustee and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person Person or persons. Grantor agrees to indemnify and hold harmless the Trustee and any other Person from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of attorneys and paralegals (including, without duplication, reasonable charges of inside counsel)), claims and liabilities incurred by the Trustee or such Person hereunder, unless such claim or liability shall be due to willful misconduct or gross negligence on the part of the Trustee or such PersonPersons.

Authority of the Trustee. and the Tri-State Securities Intermediary. (a) The Trustee and the Tri-State Securities Intermediary shall have and be entitled the right to exercise all powers hereunder which that are specifically granted to the Trustee and the Tri-State Securities Intermediary, respectively, by the terms hereof, together with such powers as are reasonably incident theretohereto. The Each of the Trustee and the Tri-State Securities Intermediary may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither Except as otherwise expressly provided in this Pledge Agreement or the Trustee nor Indenture, none of the Trustee, the Tri-State Securities Intermediary or any director, officer, employee, attorney or agent of the Trustee or the Tri-State Securities Intermediary shall be liable to Grantor the Pledgor for any action taken or omitted to be taken by it the Trustee or them the Tri-State Securities Intermediary, in its capacity as Trustee or the Tri-State Securities Intermediary, hereunder, except for its or their own gross negligence or willful misconduct, not shall and neither the Trustee nor the Tri-State Securities Intermediary shall be responsible for the validity, effectiveness or sufficiency of this Agreement hereof or of any document or security furnished pursuant hereto. The Each of the Trustee and its the Tri-State Securities Intermediary and their directors, officers, employees, attorneys and agents shall be entitled to may conclusively rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Grantor agrees to indemnify and hold harmless the Trustee and any other Person from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of attorneys and paralegals (including, without duplication, reasonable charges of inside counsel)), claims and liabilities incurred by the Trustee or such Person hereunder, unless such claim or liability shall be due to willful misconduct or gross negligence on the part of the Trustee or such Person.

Authority of the Trustee. (a) The Trustee shall have and be entitled to exercise all powers hereunder which that are specifically granted to the Trustee by the terms hereof, together with such powers as are reasonably incident thereto. The Trustee may perform any of its duties hereunder or in connection with the Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither None of the Trustee nor or any director, officer, employee, attorney or agent of the Trustee shall be liable to Grantor the Pledgor for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence negligent action, negligent failure to act or willful misconduct, ; provided that (i) each such person shall not shall be liable for any error of judgment made in good faith by it unless it is proved that such person was negligent in ascertaining the pertinent facts and (ii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction or request received by it pursuant to Section 6.05 of the Indenture or Section 16(d) hereof. The Trustee shall not be responsible for the validity, effectiveness or sufficiency of this Agreement hereof or of any document or security furnished pursuant hereto. The Trustee and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person Person or persons. Grantor agrees to indemnify and hold harmless the Trustee and any other Person from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of attorneys and paralegals (including, without duplication, reasonable charges of inside counsel)), claims and liabilities incurred by the Trustee or such Person hereunder, unless such claim or liability shall be due to willful misconduct or gross negligence on the part of the Trustee or such PersonPersons.

Authority of the Trustee. (a) The Trustee shall have and be entitled to exercise all powers hereunder which that are specifically granted to the Trustee by the terms hereof, together with such powers as are reasonably incident thereto. The Trustee may perform any of its duties hereunder or in connection with the Initial Collateral or the Subsequent Collateral by or through though agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither the Trustee nor any director, officer, employee, attorney or agent of the Trustee shall be liable to Grantor the Pledgors for any action taken or omitted to be taken by it or them the Trustee, in its capacity as Trustee, hereunder, except for its or their own bad faith, gross negligence or willful misconduct, not shall and the Trustee shall not be responsible for the validity, effectiveness effectiveness, sufficiency or sufficiency of this Agreement priority hereof or of any document or security furnished pursuant hereto. The Trustee and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Grantor agrees The Trustee shall have no duty to indemnify and hold harmless the Trustee and cause any other Person from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of attorneys and paralegals (including, without duplication, reasonable charges of inside counsel)), claims and liabilities incurred by the Trustee financing statement or such Person hereunder, unless such claim or liability shall continuation statement to be due to willful misconduct or gross negligence on the part filed in respect of the Trustee Initial Collateral or such Personthe Subsequent Collateral.

Authority of the Trustee. (a) The Trustee shall have and be entitled to exercise all powers hereunder which that are specifically granted to the Trustee by the terms hereof, together with such powers as are reasonably incident thereto. The Trustee may perform any of its duties hereunder or in connection with the Collateral by or through though agents or employees and shall be entitled to retain counsel and to act in good faith in reliance upon the advice of counsel concerning all such matters. Neither Except as otherwise expressly provided in this Pledge Agreement, the Indenture or the indenture governing the Discount Notes, neither the Trustee nor any director, officer, employee, attorney or agent of the Trustee shall be liable to Grantor the Pledgor for any action taken or omitted to be taken by it or them the Trustee, in its capacity as Trustee, hereunder, except for its or their own bad faith, gross negligence or willful misconduct, not shall and the Trustee shall not be responsible for the validity, effectiveness effectiveness, sufficiency or sufficiency of this Agreement priority hereof or of any document or security furnished pursuant hereto. The Trustee and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Grantor agrees The Trustee shall have no duty to indemnify and hold harmless the Trustee and cause any other Person from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of attorneys and paralegals (including, without duplication, reasonable charges of inside counsel)), claims and liabilities incurred by the Trustee financing statement or such Person hereunder, unless such claim or liability shall continuation statement to be due to willful misconduct or gross negligence on the part filed in respect of the Trustee or such PersonCollateral.

Authority of the Trustee. (a) The Trustee shall have and ------------------------ be entitled to exercise all powers hereunder which that are specifically granted to the Trustee by the terms hereof, together with such powers as are reasonably incident thereto. The Trustee may perform any of its duties hereunder or in connection with the Initial Collateral or the Subsequent Collateral by or through though agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither the Trustee nor any director, officer, employee, attorney or agent of the Trustee shall be liable to Grantor the Pledgor for any action taken or omitted to be taken by it or them the Trustee, in its capacity as Trustee, hereunder, except for its or their own bad faith, gross negligence or willful misconductmisconduct , not shall and the Trustee shall not be responsible for the validity, effectiveness effectiveness, sufficiency or sufficiency of this Agreement priority hereof or of any document or security furnished pursuant hereto. The Trustee and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Grantor agrees The Trustee shall have no duty to indemnify and hold harmless the Trustee and cause any other Person from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of attorneys and paralegals (including, without duplication, reasonable charges of inside counsel)), claims and liabilities incurred by the Trustee financing statement or such Person hereunder, unless such claim or liability shall continuation statement to be due to willful misconduct or gross negligence on the part filed in respect of the Trustee Initial Collateral or such Personthe Subsequent Collateral.