Common use of Remedies Upon Default Decisions Relating to Exercise of Remedies Clause in Contracts

Remedies Upon Default Decisions Relating to Exercise of Remedies. 11.1 If any Event of Default shall have occurred and be continuing, Trustee shall have the right, in addition to other rights and remedies provided for herein or otherwise available to it, to be exercised in accordance with the terms of, and at the times, if any, specified in the Indenture, subject to any restrictions contained in the applicable Intercreditor Agreement, (i) to retain and apply the Distributions to the Secured Obligations as provided in Section 12 hereof, and (ii) to exercise all the rights and remedies of a secured party on default under all applicable laws in effect at that time, and Trustee may also in its sole discretion, without notice except as specified below, sell the Pledged Collateral or any part thereof (including, without limitation, any partial interest in the Pledged Shares, to the extent permitted by applicable law) in one or more parcels at public or private sale, at any exchange, broker's board or at any of Trustee's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Trustee may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Collateral. Trustee or any other Secured Party may be the purchaser of any or all of the Pledged Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold at such sale, to use and apply any of the Secured Obligations owed to such Person as a credit on account of the purchase price of any Pledged Collateral payable by such Person at such sale. Each purchaser at any such sale shall acquire the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor acknowledges and agrees that, to the extent notice of sale shall be required by law, ten days notice to Pledgor of the time and place of any public sale or the time after which any private sale or other intended disposition is to take place shall constitute reasonable notification of such matters. No notification need be given to Pledgor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. Trustee shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Pledgor hereby waives, to the fullest extent permitted by law, any claims against Trustee arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Trustee accepts the first offer received and does not offer such Pledged Collateral to more than one offeree.

Remedies Upon Default Decisions Relating to Exercise of Remedies. 11.1 (a) If any Event of Default shall have occurred and be continuing, Trustee Agent shall have the right, in addition to other rights and remedies provided for herein or otherwise available to it, it to be exercised in accordance with the terms of, and at the times, if any, specified in the Indenture, subject from time to any restrictions contained in the applicable Intercreditor Agreementtime, (i) to retain and apply the Distributions to the Secured Obligations as provided in Section 12 11 hereof, (ii) to exercise any remedies set forth in any Intercompany Notes (to the extent that a default has occurred thereunder) and (iiiii) to exercise all the rights and remedies of a secured party on default under all applicable laws in effect the Code at that timethe time of an event of default, and Trustee Agent may also in its sole discretion, without notice except as specified below, sell the Pledged Collateral or any part thereof (including, without limitation, any partial interest in the Pledged Shares, to the extent permitted by applicable lawSecurities) in one or more parcels at public or private sale, at any exchange, broker's board or at any of TrusteeAgent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Trustee Agent may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Collateral. Trustee Agent or any other Secured Party Lender or any of their respective Affiliates may be the purchaser of any or all of the Pledged Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold at such sale, to use and apply any of the Secured Obligations owed to such Person as a credit on account of the purchase price of any Pledged Collateral payable by such Person at such sale. Each purchaser at any such sale shall acquire the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor acknowledges and agrees that, to the extent notice of sale shall be required by law, ten days notice to Pledgor of the time and place of any public sale or the time after which any private sale or other intended disposition is to take place shall constitute reasonable notification of such matters. No notification need be given to Pledgor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. Trustee shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Pledgor hereby waives, to the fullest extent permitted by law, any claims against Trustee arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Trustee accepts the first offer received and does not offer such Pledged Collateral to more than one offeree.UTI-PLEDGE AGREEMENT

Remedies Upon Default Decisions Relating to Exercise of Remedies. 11.1 (a) If any Event of Default shall have occurred and be continuing, Trustee Agent shall have the UTI - PLEDGE AGREEMENT right, in addition to other rights and remedies provided for herein or otherwise available to it, it to be exercised in accordance with the terms of, and at the times, if any, specified in the Indenture, subject from time to any restrictions contained in the applicable Intercreditor Agreementtime, (i) to retain and apply the Distributions to the Secured Obligations as provided in Section 12 11 hereof, (ii) to exercise any remedies set forth in any Intercompany Notes (to the extent that a default has occurred thereunder) and (iiiii) to exercise all the rights and remedies of a secured party on default under all applicable laws in effect the Code at that timethe time of an event of default, and Trustee Agent may also in its sole discretion, without notice except as specified below, sell the Pledged Collateral or any part thereof (including, without limitation, any partial interest in the Pledged Shares, to the extent permitted by applicable lawSecurities) in one or more parcels at public or private sale, at any exchange, broker's board or at any of TrusteeAgent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Trustee Agent may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Collateral. Trustee Agent or any other Secured Party Lender or any of their respective Affiliates may be the purchaser of any or all of the Pledged Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold at such sale, to use and apply any of the Secured Obligations owed to such Person as a credit on account of the purchase price of any Pledged Collateral payable by such Person at such sale. Each purchaser at any such sale shall acquire the property sold absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Pledgor acknowledges and agrees that, to the extent notice of sale shall be required by law, ten days Business Days notice to such Pledgor of the time and place of any public sale or the time after which any private sale or other intended disposition is to take place shall constitute reasonable notification of such matters. No notification need be given to a Pledgor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. Trustee Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Trustee Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Pledgor hereby waives, to the fullest extent permitted by law, any claims against Trustee Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Trustee Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree.

Remedies Upon Default Decisions Relating to Exercise of Remedies. 11.1 (a) If any an Event of Default shall have occurred and be which is continuing, the Trustee shall have the right, in addition to other rights and remedies provided for herein or otherwise available to it, it to be exercised in accordance with the terms of, and at the times, if any, specified in the Indenture, subject from time to any restrictions contained in the applicable Intercreditor Agreementtime, (i) to retain and apply the Distributions to the Secured Obligations as provided in Section 12 11 hereof, (ii) enforce the mandatory redemption provisions of the Series B Preferred Interests of Insight Communications of Central Ohio, LLC ("Insight Ohio") pursuant to the operating agreement, as amended, (the Operating Agreement) of Insight Ohio and (iiiii) to exercise all the rights and remedies of a secured party on default under all applicable laws the UCC in effect in the State of New York at that timetime or under the laws of any other applicable jurisdiction, and the Trustee may also in its sole discretion, without notice except as specified below, sell the Pledged Collateral or any part thereof (including, without limitation, any partial interest in the Pledged Shares, to the extent permitted by applicable lawSecurities) in one or more parcels at public or private sale, at any exchange, broker's board or at any of the Trustee's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Trustee may deem be commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Collateral. The Trustee or any other Secured Party or any of their respective Affiliates may be the purchaser of any or all of the Pledged Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold at such sale, to use and apply any of the Secured Obligations owed to such Person as a credit on account of the purchase price of any Pledged Collateral payable by such Person at such sale. Each purchaser at any such sale shall acquire the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor acknowledges and agrees that, to the extent notice of sale shall be required by law, ten days notice to Pledgor of the time and place of any public sale or the time after which any private sale or other intended disposition is to take place shall constitute reasonable notification of such matters. No notification need be given to Pledgor if it has signed, after the occurrence and during the continuance of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. The Trustee shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Subject to the Trustee acting at all times in good faith and in a commercially reasonable manner, Pledgor hereby waives, to the fullest extent permitted by law, any claims against the Trustee arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Trustee accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. Subject to the Trustee at all times acting in good faith and in a commercially reasonable manner, the Trustee shall not be liable for any incorrect or improper payment made pursuant to this Section 10 in the absence of gross negligence or willful misconduct.

Remedies Upon Default Decisions Relating to Exercise of Remedies. 11.1 (a) If any Event of Default shall have occurred and be continuing, Trustee the Pledgee shall have the right, in addition to other rights and remedies provided for herein or otherwise available to it, it to be exercised in accordance with the terms of, and at the times, if any, specified in the Indenture, subject from time to any restrictions contained in the applicable Intercreditor Agreementtime, (i) to retain and apply the Distributions to the Secured Obligations as provided in Section 12 hereofObligations, and (ii) to exercise all the rights and remedies of a secured party Pledgee on default under all applicable laws the UCC in effect in any applicable jurisdiction at that time, and Trustee the Pledgee may also in its sole discretion, without notice except as specified below, sell the Pledged Collateral or any part thereof (including, without limitation, any partial interest in the Pledged Shares, to the extent permitted by applicable law) in one or more parcels at public or private sale, at any exchange, broker's board or at any of Trusteethe Pledgee's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Trustee the Pledgee may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Collateral. Trustee The Pledgee or any other Secured Party of its affiliates may be the purchaser of any or all of the Pledged Collateral at any such public sale and to the extent permitted by law, any private sale, and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold at such sale, to use and apply any of the Secured Obligations owed to such Person as a credit on account of the purchase price of any Pledged Collateral payable by such Person at such saleCollateral. Each purchaser at any such sale shall acquire the property sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives, waives (to the fullest full extent permitted by law, ) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgor acknowledges and agrees that, to the extent notice of sale shall be required by law, ten days 10 days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale or other intended disposition is to take place be made shall constitute reasonable notification of such mattersnotification. No notification need be given to Pledgor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. Trustee The Pledgee shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Trustee The Pledgee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Pledgor hereby waives, to the fullest extent permitted by law, waives any claims against Trustee the Pledgee arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Trustee the Pledgee accepts the first offer received and does not offer such Pledged Collateral to more than one offeree.

Remedies Upon Default Decisions Relating to Exercise of Remedies. 11.1 (a) If any Event of Default shall have occurred and be continuing, Trustee shall have the right, in addition to other rights and remedies provided for herein or otherwise available to it, to be exercised in accordance with the terms of, and at the times, if any, specified in the Indenture, subject to any restrictions contained in the applicable Intercreditor Agreement, (i) to retain and apply the Distributions to the Secured Obligations as provided in Section 12 hereof, and (ii) to exercise all the rights and remedies of a secured party on default under all applicable laws the Uniform Commercial Code in effect in the State of New York at that time, and Trustee may also in its sole discretion, without notice except as specified below, sell the Pledged Collateral or any part thereof (including, without limitation, any partial interest in the Pledged Shares, to the extent permitted by applicable law) in one or more parcels at public or private sale, at any exchange, broker's board or at any of Trustee's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Trustee may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Collateral. Trustee or any other Secured Party may be the purchaser of any or all of the Pledged Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold at such sale, to use and apply any of the Secured Obligations owed to such Person as a credit on account of the purchase price of any Pledged Collateral payable by such Person at such sale. Each purchaser at any such sale shall acquire the property sold absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Pledgor acknowledges and agrees that, to the extent notice of sale shall be required by law, ten days notice to such Pledgor of the time and place of any public sale or the time after which any private sale or other intended disposition is to take place shall constitute reasonable notification of such matters. No notification need be given to such Pledgor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. Trustee shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Pledgor hereby waives, to the fullest extent permitted by law, any claims against Trustee arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Trustee accepts the first offer received and does not offer such Pledged Collateral to more than one offeree.

Remedies Upon Default Decisions Relating to Exercise of Remedies. 11.1 If any Event of Default shall have occurred and be continuing, Trustee subject to the provisions of Section 29 of this Agreement, Collateral Agent shall have the right, in addition to other rights and remedies provided for herein or otherwise available to it, it to be exercised in accordance with the terms of, and at the times, if any, specified in the Indenture, subject from time to any restrictions contained in the applicable Intercreditor Agreementtime, (i) to retain and apply the Distributions to the Secured Obligations as provided in Section 12 11 hereof, and (ii) to exercise all the rights and remedies of a secured party on default under all applicable laws in effect at that timethe UCC, and Trustee Collateral Agent may also in its sole discretion, without notice except as specified below, sell the Pledged Collateral or any part thereof (including, without limitation, any partial interest in the Pledged Shares, to the extent permitted by applicable law) in one or more parcels at public or private sale, at any exchange, broker's board or at any of TrusteeCollateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Trustee Collateral Agent may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Collateral. Trustee Collateral Agent or any other Secured Party or any of their respective Affiliates may be the purchaser of any or all of the Pledged Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold at such sale, to use and apply any of the Secured Obligations owed to such Person as a credit on account of the purchase price of any Pledged Collateral payable by such Person ___________________________________________ Footnote continued from previous page. 347 ___________________________________________ at such sale. Each purchaser at any such sale shall acquire the property sold absolutely free from any claim or right on the part of the Pledgor, and Pledgor hereby waives, waives (to the fullest extent permitted by law, ) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgor acknowledges and agrees that, to the extent notice of sale shall be required by law, ten days five (5) days' notice to such Pledgor of the time and place of any public sale or the time after which any private sale or other intended disposition is to take place be made shall constitute reasonable notification of such mattersnotification. No notification need be given to the Pledgor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. Trustee Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Trustee Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Pledgor hereby waives, to the fullest extent permitted by law, waives any claims against Trustee Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Trustee Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. Notwithstanding any provision of this subsection 10(a) to the contrary, in the event of a private or public sale of the Pledged Collateral, prior to the consummation of the sale, to the extent required under the Communications Act of 1934, as amended, or any successor statute or law (the "Communications Act"), the prior consent of the FCC pursuant to the Communications Act and the rules and regulations of the FCC will be obtained. The Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to Persons who will agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to Collateral Agent than those obtainable through a public sale without such ___________________________________________ Footnote continued from previous page. 348 ___________________________________________ restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would agree to do so. Notwithstanding the foregoing and to the extent commercially reasonable, each Pledgor shall, upon the occurrence and during the continuance of an Event of Default, at the request of Collateral Agent, for the benefit of Collateral Agent, cause any registration, qualification under or compliance with any federal or state securities law or laws to be effected with respect to all or any part of the Pledged Collateral as soon as practicable and at such Pledgor's sole cost and expense. The Pledgor will use its best efforts to cause such registration to be effected (and be kept effective) and will use its best efforts to cause such qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of such Pledged Collateral, including, without limitation, registration under the Securities Act (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with any other government requirements. The Pledgor will cause Collateral Agent to be kept advised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, will furnish to Collateral Agent such number of prospectuses, offering circulars or other documents incident thereto as Collateral Agent from time to time may request, and will indemnify and will cause the issuer of the Pledged Collateral to indemnify Collateral Agent and all others participating in the distribution of such Pledged Collateral against all claims, losses, damages and liabilities caused by any untrue statement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification or the like) a material fact required to be stated therein or necessary to make the statements therein not misleading. ___________________________________________ Footnote continued from previous page. 349 ___________________________________________ If Collateral Agent determines to exercise its right to sell any or all of the Pledged Collateral, upon written request, each Pledgor shall from time to time furnish to Collateral Agent all such information as Collateral Agent may request in order to determine the number of securities included in the Pledged Collateral which may be sold by Collateral Agent as exempt transactions under the Securities Act and the rules of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. The Pledgor recognizes that, by reason of certain prohibitions contained in laws, rules, regulations or orders of any foreign Governmental Authority, Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who meet the requirements of such foreign Governmental Authority. The Pledgor acknowledges that any such sales may be at prices and on terms less favorable to Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such restricted sale shall be deemed to have been made in a commercially reasonable manner and that Collateral Agent shall have no obligation to engage in public sales. In addition to any of the other rights and remedies hereunder, Collateral Agent shall have the right to institute a proceeding seeking specific performance in connection with any of the agreements or obligations hereunder. Without limiting the generality of the provisions in Section 15 hereof, Pledgor hereby constitutes and appoints Collateral Agent, with full power of substitution, its true and lawful attorney-in-fact, in its name, place and stead to take any action upon the occurrence and during the continuance of an Event of Default required to reflect the foreclosure sale of the Pledged Collateral or the exercise of any remedy hereunder. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term of this Agreement.

Remedies Upon Default Decisions Relating to Exercise of Remedies. 11.1 (a) If any an Event of Default shall have occurred and be continuing, Trustee and the Secured Obligations have been declared due and payable in accordance with the Credit Agreement, Collateral Agent shall have the right, in addition to other rights and remedies provided for herein or otherwise available to it, it to be exercised in accordance with the terms of, and at the times, if any, specified in the Indenture, subject from time to any restrictions contained in the applicable Intercreditor Agreementtime, (i) to retain and apply the Distributions to the Secured Obligations as provided in Section 12 11 hereof, and (ii) to exercise all the rights and remedies of a secured party on default under all applicable laws the UCC in effect in the State of New York at that time, and Trustee Collateral Agent may also in its sole discretion, without notice except as specified below, sell the Pledged Collateral or any part thereof (including, without limitation, any partial interest in the Pledged Shares, to the extent permitted by applicable law) in one or more parcels at public or private sale, at any exchange, broker's board or at any of TrusteeCollateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Trustee Collateral Agent may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Collateral. Trustee Collateral Agent or any other Secured Party or any of their respective Affiliates may be the purchaser of any or all of the Pledged Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold at such sale, to use and apply any of the Secured Obligations owed to such Person as a credit on account of the purchase price of any Pledged Collateral payable by such Person at such sale. Each purchaser at any such sale shall acquire the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay and/or appraisal which it now has or may at any DRAFT: March 21, 1997 8:47AM H:\WPCDOCS\1186\141491 time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor acknowledges and agrees that, to the extent notice of sale shall be required by law, ten days notice to Pledgor of the time and place of any public sale or the time after which any private sale or other intended disposition is to take place shall constitute reasonable notification of such matters. No notification need be given to Pledgor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. Trustee Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Trustee Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Pledgor hereby waives, to the fullest extent permitted by law, any claims against Trustee Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Trustee Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Section 10 in the absence of gross negligence or willful misconduct.

Remedies Upon Default Decisions Relating to Exercise of Remedies. 11.1 (a) If any an Event of Default shall have occurred and be continuing, Trustee and the Secured Obligations have been declared due and payable in accordance with the Credit Agreement, Collateral Agent shall have the right, in addition to other rights and remedies provided for herein or otherwise available to it, it to be exercised in accordance with the terms of, and at the times, if any, specified in the Indenture, subject from time to any restrictions contained in the applicable Intercreditor Agreementtime, (i) to retain and apply the Distributions to the Secured Obligations as provided in Section 12 11 hereof, and (ii) to exercise all the rights and remedies of a secured party on default under all applicable laws the UCC in effect in the State of New York at that time, and Trustee Collateral Agent may also in its sole discretion, without notice except as specified below, sell the Pledged Collateral or any part thereof (including, without limitation, any partial interest in the Pledged Shares, to the extent permitted by applicable law) in one or more parcels at public or private sale, at any exchange, broker's board or at any of TrusteeCollateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Trustee Collateral Agent may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Collateral. Trustee Collateral Agent or any other Secured Party or any of their respective Affiliates may be the purchaser of any or all of the Pledged Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold at such sale, to use and apply any of the Secured Obligations owed to such Person as a credit on account of the purchase price of any Pledged Collateral payable by such Person at such sale. Each purchaser at any such sale shall acquire the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor acknowledges and agrees that, to the extent notice of sale shall be required by law, ten days notice to Pledgor of the time and place of any public sale or the time after which any private sale or other intended disposition is to take place shall constitute reasonable notification of such matters. No notification need be given to Pledgor if it has signed, after the occurrence of an Event of Default, a statement DRAFT: March 21, 1997 H:\WPCDOCS\1186\141481 renouncing or modifying any right to notification of sale or other intended disposition. Trustee Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Trustee Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Pledgor hereby waives, to the fullest extent permitted by law, any claims against Trustee Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Trustee Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Section 10 in the absence of gross negligence or willful misconduct.

Remedies Upon Default Decisions Relating to Exercise of Remedies. 11.1 (a) If any Event of Default shall have occurred and be continuing, the Trustee shall have the right, but not the obligation, in addition to other rights and remedies provided for herein or otherwise available to it, it to be exercised in accordance with the terms of, and at the times, if any, specified in the Indenture, subject to any restrictions contained in the applicable Intercreditor Agreement, (i) to retain and apply the Distributions to the Secured Obligations as provided in Section 12 hereof, and (ii) to exercise all the rights and remedies of a secured party on default under all applicable laws in effect the UCC at that time, and the Trustee may also also, in its sole discretion, without notice except as specified belowaccordance with applicable law, sell the Pledged Collateral or any part thereof (including, without limitation, any partial interest in the Pledged Shares, to the extent permitted by applicable law) in one or more parcels at public or private sale, at any exchange, broker's board or at any of the Trustee's offices or elsewhere, for cash, on credit or for future delivery, and at such price or commercially reasonable prices and upon such other terms as Trustee may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Collateralterms. The Trustee or any other Secured Party may be the purchaser of any or all of the Pledged Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold at such sale, to use and apply any of the Secured Obligations owed to such Person as a credit on account of the purchase price of any Pledged Collateral payable by such Person at such sale. Each purchaser at any such sale shall acquire the property sold absolutely free from any claim or right on the part of the applicable Pledgor, and Pledgor the Pledgors hereby waiveswaive, to the fullest extent permitted by law, all rights of redemption, stay redemption and/or appraisal which it they now has have or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Pledgor acknowledges and agrees that, to the extent notice of sale shall be required by law, ten days notice to such Pledgor of the time and place of any public sale or the time after which any private sale or other intended disposition is to take place shall constitute reasonable notification of such matters. No notification need be given to Pledgor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. Trustee The Trus- tee shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Pledgor hereby waives, to the fullest extent permitted by law, any claims against the Trustee arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Trustee accepts the first offer received and does not offer such Pledged Collateral to more than one offeree; PROVIDED, HOWEVER, that the foregoing shall not release the Trustee from its obligation to sell the Pledged Collateral (or any part thereof) at prices and terms which are commercially reasonable. Each Pledgor will use its best efforts to assist the Trustee and its agent or designee, and any Person who acquires any Pledged Collateral upon a sale by the Trustee and its agent or designee, in obtaining all requisite governmental approvals (including approvals from the Federal Communication Commission) to permit the Trustee and its agent or designee and any such acquiring Person to acquire all right title and interest in the Pledged Collateral, including without limitation, filing all requisite applications for license transfers with the Federal Communication Commission.

Remedies Upon Default Decisions Relating to Exercise of Remedies. 11.1 If any Event of Default shall have occurred and be continuing, Trustee subject to the provisions of Section 29 of this Agreement, Collateral Agent shall have the right, in addition to other rights and remedies provided for herein or otherwise available to it, it to be exercised in accordance with the terms of, and at the times, if any, specified in the Indenture, subject from time to any restrictions contained in the applicable Intercreditor Agreementtime, (i) to retain and apply the Distributions to the Secured Obligations as provided in Section 12 11 hereof, and (ii) to exercise all the rights and remedies of a secured party on default under all applicable laws in effect at that time207 the UCC, and Trustee Collateral Agent may also in its sole discretion, without notice except as specified below, sell the Pledged Collateral or any part thereof (including, without limitation, any partial interest in the Pledged Shares, to the extent permitted by applicable law) in one or more parcels at public or private sale, at any exchange, broker's board or at any of TrusteeCollateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Trustee Collateral Agent may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Collateral. Trustee Collateral Agent or any other Secured Party or any of their respective Affiliates may be the purchaser of any or all of the Pledged Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold at such sale, to use and apply any of the Secured Obligations owed to such Person as a credit on account of the purchase price of any Pledged Collateral payable by such Person at such sale. Each purchaser at any such sale shall acquire the property sold absolutely free from any claim or right on the part of the Pledgor, and Pledgor hereby waives, waives (to the fullest extent permitted by law, ) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgor acknowledges and agrees that, to the extent notice of sale shall be required by law, ten days five (5) days' notice to such Pledgor of the time and place of any public sale or the time after which any private sale or other intended disposition is to take place be made shall constitute reasonable notification of such mattersnotification. No notification need be given to the Pledgor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. Trustee Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Trustee Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Pledgor hereby waives, to the fullest extent permitted by law, waives any claims against Trustee Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Trustee Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. Notwithstanding any provision of this subsection 10(a) to the contrary, in the event of a private or public sale of the Pledged Collateral, prior to the consummation of the sale, to the extent required under the Communications Act of 1934, as amended, or any successor statute or law (the "Communications Act"), the prior consent of the FCC pursuant to the 208 Communications Act and the rules and regulations of the FCC will be obtained. The Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to Persons who will agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to Collateral Agent than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would agree to do so. Notwithstanding the foregoing and to the extent commercially reasonable, each Pledgor shall, upon the occurrence and during the continuance of an Event of Default, at the request of Collateral Agent, for the benefit of Collateral Agent, cause any registration, qualification under or compliance with any federal or state securities law or laws to be effected with respect to all or any part of the Pledged Collateral as soon as practicable and at such Pledgor's sole cost and expense. The Pledgor will use its best efforts to cause such registration to be effected (and be kept effective) and will use its best efforts to cause such qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of such Pledged Collateral, including, without limitation, registration under the Securities Act (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with any other government requirements. The Pledgor will cause Collateral Agent to be kept advised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, will furnish to Collateral Agent such number of prospectuses, offering circulars or other documents incident thereto as Collateral Agent from time to time may request, and will indemnify and 209 will cause the issuer of the Pledged Collateral to indemnify Collateral Agent and all others participating in the distribution of such Pledged Collateral against all claims, losses, damages and liabilities caused by any untrue statement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification or the like) a material fact required to be stated therein or necessary to make the statements therein not misleading. If Collateral Agent determines to exercise its right to sell any or all of the Pledged Collateral, upon written request, each Pledgor shall from time to time furnish to Collateral Agent all such information as Collateral Agent may request in order to determine the number of securities included in the Pledged Collateral which may be sold by Collateral Agent as exempt transactions under the Securities Act and the rules of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. The Pledgor recognizes, by reason of certain prohibitions contained in laws, rules, regulations or orders of any foreign Governmental Authority, Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who meet the requirements of such foreign Governmental Authority. The Pledgor acknowledges that any such sales may be at prices and on terms less favorable to Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such restricted sale shall be deemed to have been made in a commercially reasonable manner and that Collateral Agent shall have no obligation to engage in public sales. In addition to any of the other rights and remedies hereunder, Collateral Agent shall have the right to institute a proceeding seeking specific performance in connection with any of the agreements or obligations hereunder. Without limiting the generality of the provisions in Section 15 hereof, Pledgor hereby constitutes and appoints Collateral Agent, with full power of substitution, its true and lawful attorney-in-fact, in its name, place and stead to take any action upon the occurrence and during the continuance of an Event of Default required to reflect the foreclosure sale of the Pledged Collateral or the exercise of any remedy hereunder. The foregoing grant of authority is a power of attorney coupled with an interest and such 210 appointment shall be irrevocable for the term of this Agreement.

Remedies Upon Default Decisions Relating to Exercise of Remedies. 11.1 If (a)If any Event of Default shall have occurred and be continuing, Trustee subject to the provisions of Section 29 of this Agreement, Collateral Agent shall have the right, in addition to other rights and remedies provided for herein or otherwise available to it, it to be exercised in accordance with the terms of, and at the times, if any, specified in the Indenture, subject from time to any restrictions contained in the applicable Intercreditor Agreementtime, (i) to retain and apply the Distributions to the Secured Obligations as provided in Section 12 11 hereof, and (ii) to exercise all the rights and remedies of a secured party on default under all applicable laws in effect at that timethe UCC, and Trustee Collateral Agent may also in its sole discretion, without notice except as specified below, sell the Pledged Collateral or any part thereof (including, without limitation, any partial interest in the Pledged Shares, to the extent permitted by applicable law) in one or more parcels at public or private sale, at any exchange, broker's board or at any of TrusteeCollateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Trustee Collateral Agent may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Collateral. Trustee Collateral Agent or any other Secured Party or any of their respective Affiliates may be the purchaser of any or all of the Pledged Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold at such sale, to use and apply any of the Secured Obligations owed to such Person as a credit on account of the purchase 235 price of any Pledged Collateral payable by such Person at such sale. Each purchaser at any such sale shall acquire the property sold absolutely free from any claim or right on the part of the Pledgor, and Pledgor hereby waives, waives (to the fullest extent permitted by law, ) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgor acknowledges and agrees that, to the extent notice of sale shall be required by law, ten days five (5) days' notice to such Pledgor of the time and place of any public sale or the time after which any private sale or other intended disposition is to take place be made shall constitute reasonable notification of such mattersnotification. No notification need be given to the Pledgor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. Trustee Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Trustee Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Pledgor hereby waives, to the fullest extent permitted by law, waives any claims against Trustee Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Trustee Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. Notwithstanding any provision of this subsection 10(a) to the contrary, in the event of a private or public sale of the Pledged Collateral, prior to the consummation of the sale, to the extent required under the Communications Act of 1934, as amended, or any successor statute or law (the "Communications Act"), the prior consent of the FCC pursuant to the Communications Act and the rules and regulations of the FCC will be obtained.

Remedies Upon Default Decisions Relating to Exercise of Remedies. 11.1 (a) If any an Event of Default shall have occurred and be continuing, Trustee and the Secured Obligations have been declared due and payable in accordance with the Credit Agreement, Collateral Agent shall have the right, in addition to other rights and remedies provided for herein or otherwise available to it, it to be exercised in accordance with the terms of, and at the times, if any, specified in the Indenture, subject from time to any restrictions contained in the applicable Intercreditor Agreementtime, (i) to retain and apply the Distributions to the Secured Obligations as provided in Section 12 11 hereof, and (ii) to exercise all the rights and remedies of a secured party on default under all applicable laws the UCC in effect in the State of New York at that time, and Trustee Collateral Agent may also in its sole discretion, without notice except as specified below, sell the Pledged Collateral or any part thereof (including, without limitation, any partial interest in the Pledged Shares, to the extent permitted by applicable law) in one or more parcels at public or private sale, at any exchange, broker's board or at any of TrusteeCollateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Trustee Collateral Agent may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Collateral. Trustee Collateral Agent or any other Secured Party or any of their respective Affiliates may be the purchaser of any or all of the Pledged Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold at such sale, to use and apply any of the Secured Obligations owed to such Person as a credit on account of the purchase price of any Pledged Collateral payable by such Person at such sale. Each purchaser at any such sale shall acquire the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor acknowledges and agrees that, to the extent notice of sale shall be required by law, ten days notice to Pledgor of the time and place of any public sale or the time after which any private sale or other intended disposition is to take place shall constitute reasonable notification of such matters. No notification need be given to Pledgor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. Trustee Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Trustee Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Pledgor hereby waives, to the fullest extent permitted by law, any claims against Trustee Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Trustee Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Section 10 in the absence of gross negligence or willful misconduct.