EXHIBIT 10.11
PLEDGE AGREEMENT
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This PLEDGE AGREEMENT, is dated as of April 20, 2000, and made by XXXXXX X.
XXXXX and XXXXXX X. XXXXXXXXX (each, a "Pledgor" and collectively, the
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"Pledgors"), whose obligations hereunder are joint and several, in favor of
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UNION BANK OF CALIFORNIA, N.A., a national banking association, as agent (the
"Agent") for the Lenders (as defined in the Loan Agreement referred to below,
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the "Lenders").
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RECITALS
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A. Concurrently herewith, (a) the Agent, the Lenders and LCG Acquisition
Corporation are entering into a Term Loan Agreement dated as of April 20, 2000
(said Agreement, as it may hereafter be amended, modified or restated from time
to time, herein referred to as the "Loan Agreement"), and (b) the Pledgors are
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entering into a Nonrecourse Guarantee dated as of even date herewith in favor of
the Agent for the benefit of the Lenders (said Guarantee, as it may hereafter be
amended, modified or restated from time to time, herein referred to as the
"Guarantee").
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B. The Loan Agreement requires, and the Pledgors desire, that the
Pledgors' obligations under the Guarantee be secured by this Agreement.
C. Terms defined in the Loan Agreement and not otherwise defined herein
have the same respective meanings when used herein, and the rules of
interpretation set forth in Section 1.2 of the Loan Agreement are incorporated
herein by reference.
AGREEMENT
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NOW, THEREFORE, in order to induce the Lenders to enter into the Loan
Agreement and for other good and valuable consideration, the receipt and
adequacy of which hereby are acknowledged, each Pledgor hereby represents,
warrants, covenants, agrees, assigns and grants as follows:
1. Definitions. Unless the context otherwise requires, terms defined in
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the Uniform Commercial Code of the State of California (the "Uniform Commercial
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Code") and not otherwise defined in this Agreement or in the Loan Agreement
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shall have the meanings defined for those terms in the Uniform Commercial Code.
In addition, the following terms shall have the meanings respectively set forth
after each:
"Collateral" means and includes all present and future right, title and
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interest of each Pledgor in or to, and all rights and powers of each Pledgor to
transfer any interest in or to, any and all of the following property, whether
now owned or existing or hereafter arising or acquired and wheresoever located:
(a) All Pledged Limited Liability Company Interests, and all rights,
preferences, privileges, dividends, distributions (in cash or in kind),
redemption payments or liquidation payments with respect thereto (but excluding
any dividends, distributions, redemption payments or liquidation payments to the
extent (x) received by such Pledgor and (y) paid in accordance with the terms of
the Loan Agreement);
(b) All rights, remedies, powers and/or privileges of such Pledgor with
respect to any of the foregoing; and
(c) Any and all proceeds and products of the foregoing, including without
limitation, all money, accounts, general intangibles, deposit accounts,
documents, instruments, chattel paper, goods, insurance proceeds and any other
tangible or intangible property received upon the sale or disposition of any of
the foregoing.
"Limited Liability Company Acknowledgement" shall have the meaning ascribed
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to it in Section 4(a) of this Agreement.
"Limited Liability Company Assets" means all assets, whether tangible or
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intangible and whether real, personal or mixed (including, without limitation,
all limited liability company capital and interests in other limited liability
companies), at any time owned or represented by any Limited Liability Company
Interests.
"Limited Liability Company Interests" means the entire limited liability
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company interest at any time owned by either Pledgor in any Pledged Entity.
"Limited Liability Company Notice" shall have the meaning ascribed to it in
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Section 4(a) of this Agreement.
"Pledged Collateral" means the Pledged Limited Liability Interests.
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"Pledged Entity" means each limited liability company set forth in Schedule
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A attached hereto, as such Schedule may be supplemented from time to time in
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accordance with the terms of this Agreement.
"Pledged Limited Liability Company Interests" means all interests in any
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Pledged Entities held by any Pledgor, including, but not limited to, those
Limited Liability Company Interests identified in Schedule A attached hereto, as
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such Schedule may be supplemented from time to time in accordance with the terms
of this Agreement, including, but not limited to, (i) all the capital thereof
and any Pledgor's interest in all profits, losses, Limited Liability Company
Assets and other distributions in respect thereof; (ii) all other payments due
or to become due to any Pledgor in respect of such Limited Liability Company
Interests; (iii) all of any Pledgor's claims, rights, powers, privileges,
authority, options, security interests, liens and remedies, if any in respect of
such Limited Liability Company Interests; (iv) all of any Pledgor's rights to
exercise and enforce every right, power, remedy, authority, option and privilege
relating to such Limited Liability Company Interests; and (v) all other property
hereafter delivered in substitution for or in addition to any of the foregoing
and all certificates and instruments representing or evidencing such other
property received, receivable or otherwise distributed in respect of or in
exchange for any or all thereof.
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"Secured Party" means, collectively, the Agent and the Lenders.
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2. Creation of Security Interest. Each Pledgor hereby assigns and pledges
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to the Agent for the ratable benefit of the Lenders, and grants to the Agent for
the ratable benefit of the Lenders, a security interest in and to, all right,
title and interest of such Pledgor in and to all presently existing and
hereafter acquired Collateral. The security interest and pledge created by this
Section 2 shall continue in effect so long as any Obligation (as defined below)
remains unpaid or any Commitment remains in effect.
3. Security for Obligations. This Agreement and the security interests
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granted herein secure the prompt payment, in full in cash, and full performance
of, all obligations of each Pledgor now or hereafter existing under the
Guarantee, and any documents executed by any Pledgor in connection therewith,
whether for principal, interest, fees, expenses or otherwise, including without
limitation all obligations of each Pledgor now or hereafter existing under this
Agreement, and all interest that accrues (whether or not allowed) at the then
applicable rate (including interest at the rate for overdue payments described
in Section 2.6(c) of the Loan Agreement) specified in the Loan Agreement on all
or any part of any of such obligations after the filing of any petition or
pleading against the Borrower or any Pledgor for a proceeding under any
bankruptcy or related law (collectively, the "Obligations").
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4. Delivery of Pledged Collateral.
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(a) With respect to each Limited Liability Company Interest, on (i) the
Closing Date (with respect to Limited Liability Company Interests existing on
such date) and (ii) the day on which any Limited Liability Company Interest
shall be acquired by any Pledgor (with respect to Limited Liability Company
Interests acquired after the Closing Date), a notice in the form set forth in
Schedule C attached hereto (the "Limited Liability Company Notice") shall be
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appropriately completed and delivered to each Pledged Entity, notifying each
Pledged Entity of the existence of this Agreement, a certified copy of this
Agreement shall be delivered by each Pledgor to the relevant Pledged Entity, and
each Pledgor shall have received and delivered to the Agent a copy of such
Limited Liability Company Notice, along with an acknowledgment in the form set
forth in Schedule C attached hereto (the "Limited Liability Company
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Acknowledgment"), duly executed by the relevant Pledged Entity.
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(b) Subject to any necessary prior approval of the FCC, the Agent shall
have the right, upon the occurrence and during the continuance of an Event of
Default, without notice to any Pledgor, to transfer to or to direct any Pledgor
or any nominee of any Pledgor to register or cause to be registered in the name
of the Agent or any of its nominees any or all of the Pledged Limited Liability
Company Interests. In addition, the Agent shall have the right at any time to
exchange certificates or instruments representing or evidencing Pledged Limited
Liability Company Interests for certificates or instruments of smaller or larger
denominations.
5. Further Assurances.
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(a) At any time and from time to time at the reasonable written request of
the Agent, each Pledgor shall execute and deliver to the Agent, at such
Pledgor's expense, all such financing statements and other instruments,
certificates and documents in form and substance
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reasonably satisfactory to the Agent, and perform all such other acts as shall
be necessary or reasonably desirable to fully perfect or protect or maintain,
when filed, recorded, delivered or performed, the Secured Party's security
interests granted pursuant to this Agreement or to enable the Lenders to
exercise and enforce their rights and remedies hereunder with respect to any
Collateral. Without limiting the generality of the foregoing, each Pledgor shall
execute and file such financing or continuation statements, or amendments
thereto, and such other instruments or notices, as may be necessary or
desirable, or as the Agent may reasonably request, in order to perfect and
preserve, with the required priority, the security interests granted, or
purported to be granted hereby.
(b) At any time and from time to time, the Agent shall be entitled to file
and/or record any or all such financing statements, instruments and documents
held by it, and any or all such further financing statements, documents and
instruments, relative to the Collateral or any part thereof in each instance,
and to take all such other actions as the Agent may reasonably deem appropriate
to perfect and to maintain perfected the security interests granted herein.
(c) Each Pledgor hereby authorizes the Agent to file one or more financing
or continuation statements, and amendments thereto, relative to all or any part
of the Collateral without the signature of such Pledgor where permitted by law.
A carbon, photographic or other reproduction of this Agreement or any financing
statement covering the Collateral or any part thereof shall be sufficient as a
financing statement where permitted by law.
(d) Each Pledgor shall furnish to the Agent from time to time statements
and schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as the Agent may reasonably request.
Upon any Pledgor's receipt or acquisition of any additional Limited Liability
Company Interest, such Pledgor shall, in addition to all other acts required to
be performed in respect thereof pursuant to this Agreement, supplement Schedule
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A attached hereto to reflect such additional Pledged Collateral and, to the
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extent such Limited Liability Company Interest is certificated, deliver to the
Agent the certificates therefor, accompanied by such instruments of transfer as
are acceptable to the Agent.
(e) With respect to any Collateral consisting of interests in limited
liability companies, or the like, each Pledgor hereby consents and agrees that,
upon the occurrence and during the continuance of an Event of Default, subject
to any necessary prior approval of the FCC, the Pledged Entities, or obligors on
any such Collateral, or any registrar or transfer agent or trustee for any such
Collateral, shall be entitled to accept the provisions of this Agreement as
conclusive evidence of the right of the Agent to effect any transfer or exercise
any right hereunder or with respect to any such Collateral subject to the terms
hereof, notwithstanding any other notice or direction to the contrary heretofore
or hereafter given by such Pledgor or any other Person to the Pledged Entities
or such obligors or to any such registrar or transfer agent or trustee.
6. Voting Rights; Dividends; etc. Subject to any necessary prior
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approval from the FCC, so long as no Event of Default shall have occurred and be
continuing:
(a) Voting Rights. Each Pledgor shall be entitled to exercise any and all
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voting and other consensual rights pertaining to the Pledged Limited Liability
Company Interests (including,
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but not limited to, all voting, consent, administration, management and other
rights and remedies under any limited liability company agreement or otherwise
with respect to the Pledged Limited Liability Company Interests), or any part
thereof, for any purpose not inconsistent with the terms of this Agreement, the
Loan Agreement or the other Loan Documents; provided, however, that such Pledgor
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shall not exercise any such right if it would result in a Default.
(b) Dividend and Distribution Rights. Subject to the terms of the Loan
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Agreement, each Pledgor shall be entitled to receive and to retain and use (and
the Agent and the Lenders shall have no security interest in) any and all
dividends or distributions paid in respect of the Pledged Limited Liability
Company Interests in accordance with the terms of the Loan Agreement; provided,
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however, that any and all
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(i) non-cash dividends or distributions in the form of capital
stock, certificated limited liability company interests, instruments or
other property received, receivable or otherwise distributed in respect of,
or in exchange for, any Pledged Limited Liability Company Interests,
(ii) dividends and other distributions paid or payable in cash in
respect of any Pledged Limited Liability Company Interests in connection
with a partial or total liquidation or dissolution or in connection with a
reduction of capital, capital surplus or paid-in-surplus, and
(iii) cash paid, payable or otherwise distributed in redemption of, or
in exchange for, any Pledged Limited Liability Company Interests,
shall forthwith be delivered to the Agent, in the case of (i) above, to be held
as Collateral and shall, if received by any Pledgor, be received in trust for
the benefit of the Secured Party, be segregated from the other property of such
Pledgor and forthwith be delivered to the Agent as Collateral in the same form
as so received (with any necessary endorsements), and in the case of (ii) and
(iii) above, to be applied to the Obligations or otherwise to be held as
Collateral.
7. Rights as to Pledged Collateral During Event of Default. When an
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Event of Default has occurred and is continuing, subject to any necessary prior
approval of the FCC:
(a) Voting, Dividend and Distribution Rights. At the option of the Agent,
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all rights of each Pledgor to exercise the voting and other consensual rights
that it would otherwise be entitled to exercise pursuant to Section 6(a) above,
and to receive the dividends and distributions that it would otherwise be
authorized to receive and retain pursuant to Section 6(b) above, shall cease,
and all such rights shall thereupon become vested in the Agent who shall
thereupon have the sole right to exercise such voting and other consensual
rights and to receive and to hold as Collateral such dividends and distributions
during the continuance of such Event of Default.
(b) Dividends and Distributions Held in Trust. All dividends and other
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distributions that are received by any Pledgor contrary to the provisions of
Section 7(a) of this Agreement shall be received in trust for the benefit of the
Secured Party, shall be segregated from other funds of such Pledgor and
forthwith shall be paid over to the Agent as Collateral in the same form as so
received (with any necessary endorsements).
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8. Irrevocable Proxy. Each Pledgor hereby revokes all previous proxies
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with regard to the Pledged Limited Liability Company Interests and, subject to
any necessary prior approval of the FCC, appoints the Agent as its proxy-holder
and attorney-in-fact to attend and vote at any and all meetings of the members
of the Pledged Entities (whether or not such Pledged Limited Liability Company
Interests are transferred into the name of the Agent), and any adjournments
thereof, held on or after the date of the giving of this proxy and to execute
any and all written consents, waivers and ratifications of the Pledged Entities
executed on or after the date of the giving of this proxy and prior to the
termination of this proxy with the same effect as if such Pledgor had personally
attended the meetings or had personally voted on its Limited Liability Company
Interests or had personally signed the consents, waivers or ratifications;
provided, however, that the Agent as proxy-holder shall have rights hereunder
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only upon the occurrence and during the continuance of an Event of Default and
subject to Section 14(j) hereof. Each Pledgor hereby authorizes the Agent to
substitute another Person (which Person shall be a successor to the rights of
the Agent hereunder, a nominee appointed by the Agent to serve as proxy-holder,
or otherwise as approved by such Pledgor in writing, such approval not to be
unreasonably withheld) as the proxy-holder and, upon the occurrence or during
the continuance of any Event of Default, hereby authorizes and directs the
proxy-holder to file this proxy and the substitution instrument with the
appropriate officer of the Pledged Entity. This proxy is coupled with an
interest and is irrevocable until such time as no part of any Commitment remains
outstanding and all Obligations have been indefeasibly paid in full.
9. Pledgors' Representations and Warranties. Each Pledgor represents and
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warrants as follows:
(a) Each Pledgor is an individual and resides in the County and the State
specified therefor on the signature pages hereof.
(b) Each Pledgor is the legal and beneficial owner of the Collateral free
and clear of all Liens (other than Liens in favor of the lenders under the
Entravision Credit Agreement (the "ECC Lien")). Each Pledgor has the legal
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right to grant the security interests in the Collateral purported to be granted
hereby, and to execute, deliver and perform this Agreement. The pledge of the
Collateral pursuant to this Agreement creates a valid security interest in the
Collateral. Upon the filing of appropriate financing statements in the filing
offices set forth on Schedule B attached hereto and the giving of a Limited
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Liability Company Notice to the Pledged Entities, the Secured Party will have a
perfected security interest in the Collateral subject only to the ECC Lien.
(c) The Pledged Limited Liability Company Interests have been duly
authorized and validly issued and are fully paid and nonassessable.
(d) No consent of any Person, including any member in a Pledged Entity, is
required for the pledge by any Pledgor of the Collateral.
(e) The Pledged Limited Liability Company Interests described on Schedule
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A attached hereto constitute all of the Limited Liability Company Interests of
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each Pledgor and each Pledgor's respective percentage interest in each such
Pledged Entity is as set forth on Schedule A attached hereto.
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(f) Subject to Section 14(j) hereof, no authorization, approval or other
action by, and no notice to or filing with, any Governmental Authority (other
than such authorizations, approvals and other actions as have already been taken
and are in full force and effect) is required (A) for the pledge of the
Collateral or the grant of the security interest in the Collateral by any
Pledgor hereby or for the execution, delivery or performance of this Agreement
by any Pledgor, or (B) for the exercise by the Agent of the voting rights in the
Pledged Limited Liability Company Interests or of any other rights or remedies
in respect of the Collateral hereunder.
10. Pledgors' Covenants. In addition to the other covenants and
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agreements set forth herein and in the other Loan Documents, each Pledgor
covenants and agrees as follows:
(a) Each Pledgor will pay, prior to delinquency, all taxes, charges, Liens
and assessments against the Collateral owned by it, except those with respect to
which the amount or validity is being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been
provided on the books of such Pledgor.
(b) No Pledgor will move his or her residence from the location set forth
on the signature pages hereof except upon not less than 20 days' prior notice to
the Agent and such Pledgor's prior compliance with all applicable requirements
of Section 5 hereof necessary to perfect the Lenders' security interest
hereunder.
(c) No Pledgor shall withdraw as a member of any Pledged Entity, or file
or pursue or take any action that may, directly or indirectly, cause a
dissolution or liquidation of or with respect to any Pledged Entity or seek a
partition of any property of any Pledged Entity.
(d) Subject to the provisions of Section 14(j) hereof, each Pledgor agrees
to take any action which the Agent may reasonably request in order to obtain
from the FCC such approval as may be necessary to enable the Lenders to exercise
and enjoy the full rights and benefits granted to them by this Agreement,
including the use of such Pledgor's best efforts to assist in obtaining the
approval of the FCC for any action or transaction contemplated by this Agreement
for which such approval is required by law.
11. Agent's Rights Regarding Collateral. At any time and from time to
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time, the Agent (for the benefit of the Secured Party) may, to the extent
necessary or desirable to protect the security hereunder, but the Agent shall
not be obligated to: (a) (whether or not a Default has occurred) itself or
through its representatives, at its own expense, upon reasonable notice and at
such reasonable times during usual business hours, visit and inspect the
properties of the Pledged Entities and examine and make abstracts from any of
the books and records of those Pledged Entities at any reasonable time and as
often as may reasonably be desired and discuss the business, operations,
properties and financial and other condition of any Pledged Entity or (b) if a
Default has occurred and is continuing, at the expense of the Pledgors, perform
any obligation of any Pledgor under this Agreement. Neither the Agent nor the
Lenders shall be under any duty or obligation whatsoever to take any action to
preserve any rights of or against any prior or other parties in connection with
the Collateral, to exercise any voting rights or managerial rights with respect
to any Collateral or to make or give any presentments for payment, demands for
performance, notices of non-performance, protests, notices of protest, notices
of dishonor or notices of any other nature whatsoever in connection with the
Collateral or the Obligations.
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Neither the Agent nor the Lenders shall be under any duty or obligation
whatsoever to take any action to protect or preserve the Collateral or any
rights of any Pledgor therein, or to make collections or enforce payment
thereon, or to participate in any foreclosure or other proceeding in connection
therewith.
Nothing contained herein shall be construed to make the Agent or any Lender
liable as a member of any Pledged Entity, and the Agent or any Lenders by virtue
of this Agreement or otherwise (except as referred to in the following sentence)
shall not have any of the duties, obligations or liabilities of a member of any
Pledged Entity. The parties hereto expressly agree that, unless the Agent shall
become the absolute owner of a Pledged Limited Liability Company Interest
pursuant hereto, this Agreement shall not be construed as creating a partnership
or joint venture among the Agent, any Lender, any Pledged Entity or the Borrower
and/or any Pledgor. Except as provided in the immediately preceding sentence,
the Agent, by accepting this Agreement, did not intend to become a member of any
Pledged Entity or otherwise be deemed to be a co-venturer with respect to any
Pledgor or any Pledged Entity, either before or after an Event of Default shall
have occurred.
12. Collections on the Collateral. Except as provided to the contrary in
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the Loan Agreement, each Pledgor shall have the right to use and to continue to
make collections on and receive dividends and other proceeds of all of the
Collateral in the ordinary course of business so long as no Event of Default
shall have occurred and be continuing. Upon the occurrence and during the
continuance of an Event of Default, at the option of the Agent, each Pledgor's
right to make collections on and receive dividends and other proceeds of the
Collateral and to use or dispose of such collections and proceeds shall
terminate, and any and all dividends, proceeds and collections, including all
partial or total prepayments, then held or thereafter received on or on account
of the Collateral will be held or received by such Pledgor in trust for the
Secured Party and immediately delivered in kind to the Agent (duly endorsed to
the Agent, if required), to be applied to the Obligations or held as Collateral,
as the Agent shall elect. Upon the occurrence and during the continuance of an
Event of Default, the Agent shall have the right at all times to receive,
receipt for, endorse, assign, deposit and deliver, in the name of the Agent or
the Lenders or in the name of any Pledgor, any and all checks, notes, drafts and
other instruments for the payment of money constituting proceeds of or otherwise
relating to the Collateral; and each Pledgor hereby authorizes the Agent to
affix, by facsimile signature or otherwise, the general or special endorsement
of such Pledgor, in such manner as the Agent shall deem advisable, to any such
instrument in the event the same has been delivered to or obtained by the Agent
without appropriate endorsement, and the Agent and any collecting bank are
hereby authorized to consider such endorsement to be a sufficient, valid and
effective endorsement by such Pledgor, to the same extent as though it were
manually executed by the duly authorized representative of such Pledgor,
regardless of by whom or under what circumstances or by what authority such
endorsement actually is affixed, without duty of inquiry or responsibility as to
such matters, and each Pledgor hereby expressly waives demand, presentment,
protest and notice of protest or dishonor and all other notices of every kind
and nature with respect to any such instrument.
13. Possession of Collateral by Agent. All the Collateral now, heretofore
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or hereafter delivered to the Agent shall be held by the Agent in its
possession, custody and control. Any or all of the Collateral delivered to the
Agent constituting cash or cash equivalents shall, prior to the occurrence of
any Event of Default, be held in an interest-bearing account with one or more of
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the Lenders, and shall be, upon request of the Pledgor that has delivered such
Collateral, invested in investments permitted by Section 6.7(c) of the Loan
Agreement. Nothing herein shall obligate Agent to obtain any particular return
thereon. Upon the occurrence and during the continuance of an Event of Default,
whenever any of the Collateral is in the Agent's possession, custody or control,
the Agent may use and consume the Collateral, whether for the purpose of
preserving and/or protecting the Collateral, or for the purpose of performing
any of any Pledgor's obligations with respect thereto, or otherwise, and,
subject to the terms of Section 9.7 of the Loan Agreement, any or all of the
Collateral delivered to the Agent constituting cash or cash equivalents shall be
applied by the Agent to payment of the Obligations to the extent permitted by
the terms of the Loan Agreement or otherwise held as Collateral as the Agent
shall elect. The Agent may at any time deliver or redeliver the Collateral or
any part thereof to the Pledgor that has delivered such Collateral, and the
receipt of any of the same by such Pledgor shall be complete and full
acquittance for the Collateral so delivered, and the Agent thereafter shall be
discharged from any liability or responsibility arising after such delivery to
such Pledgor. So long as the Agent exercises reasonable care with respect to
any Collateral in its possession, custody or control, neither the Agent nor the
Lenders shall have any liability for any loss of or damage to any Collateral,
and in no event shall the Agent or the Lenders have liability for any diminution
in value of the Collateral occasioned by economic or market conditions or
events, absent the gross negligence or willful misconduct of the Agent or any of
the Lenders. The Agent shall be deemed to have exercised reasonable care within
the meaning of the preceding sentence if the Collateral in the possession,
custody or control of the Agent is accorded treatment substantially equal to
that which the Agent accords similar property for its own account, it being
understood that neither the Agent nor the Lenders shall have any responsibility
for (a) ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relating to any Collateral,
whether or not the Agent or any Lender has or is deemed to have knowledge of
such matters, or (b) taking any necessary steps to preserve rights against any
Person with respect to any Collateral.
14. Remedies.
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(a) Rights Upon Event of Default. Upon the occurrence and during the
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continuance of an Event of Default, each Pledgor shall be in default hereunder
and the Agent for the benefit of the Secured Party shall have, in any
jurisdiction where enforcement is sought, in addition to all other rights and
remedies that the Agent on behalf of the Secured Party may have under this
Agreement and under applicable laws or in equity, all rights and remedies of a
secured party under the Uniform Commercial Code as enacted in any such
jurisdiction in effect at that time, and in addition the following rights and
remedies, all of which may be exercised with or without further notice to any
Pledgor except such notice as may be specifically required by applicable law:
(a) to foreclose the Liens and security interests created hereunder or under any
other Loan Document by any available judicial procedure or without judicial
process; (b) to sell, assign or otherwise dispose of any Collateral or any part
thereof, either at public or private sale [or at any broker's board, in lot or
in bulk], for cash, on credit or otherwise, with or without representations or
warranties and upon such terms as shall be commercially reasonable; (c) to
collect by legal proceedings or otherwise all dividends, distributions,
interest, principal or other sums now or hereafter payable upon or on account of
the Collateral; (d) to enter into any extension, reorganization, disposition,
merger or consolidation agreement, or any other agreement relating to or
affecting the Collateral, and in connection therewith the Agent may deposit or
surrender
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control of the Collateral and/or accept other property in exchange for the
Collateral as the Agent reasonably deems appropriate and is commercially
reasonable; (e) to settle, compromise or release, on terms acceptable to the
Agent, in whole or in part, any amounts owing on the Collateral and/or any
disputes with respect thereto; (f) to enforce payment and prosecute any action
or proceeding with respect to any or all of the Collateral and take or bring, in
the name of the Secured Party or in the name of any Pledgor, any and all steps,
actions, suits or proceedings deemed necessary or reasonably desirable by the
Agent to effect collection of or to realize upon the Collateral, including any
judicial or nonjudicial foreclosure thereof or thereon, and each Pledgor
specifically consents to any nonjudicial foreclosure of any or all of the
Collateral or any other action taken by the Lenders which may release any
obligor from personal liability on any of the Collateral, and each Pledgor
waives (such waiver not to affect the Agent's agreement to give notice of sale
in certain circumstances pursuant to Section 14(d)), to the extent permitted by
applicable law, any right to receive notice of any public or private judicial or
nonjudicial sale or foreclosure of any security or any of the Collateral, and
any money or other property received by the Agent in exchange for or on account
of the Collateral, whether representing collections or proceeds of Collateral,
and whether resulting from voluntary payments or foreclosure proceedings or
other legal action taken by the Agent or any Pledgor, may be applied by the
Agent, without notice to any Pledgor, to the Obligations in such order and
manner as the Agent in its sole discretion shall determine; (g) to insure,
protect and preserve the Collateral; (h) to exercise all rights, remedies,
powers or privileges provided under any of the Loan Documents; and (i) to
remove, from any premises where the same may be located, the Collateral and any
and all documents, instruments, files and records, and any receptacles and
cabinets containing the same, relating to the Collateral, and the Agent may, at
the cost and expense of the Pledgors, use such of its supplies, equipment,
facilities and space at its places of business as may be necessary or
appropriate to properly administer, process, store, control, prepare for sale or
disposition and/or sell or dispose of the Collateral or to properly administer
and control the handling of collections and realizations thereon, and the Agent
shall be deemed to have a rent-free tenancy of any premises of the Pledgors for
such purposes and for such periods of time as reasonably required by the Agent.
Nothing herein contained shall be construed to give the Agent or the
Lenders or any purchaser of the Collateral the right to operate any of the
Stations or the Entravision Stations without the prior consent of the FCC, to
the extent required by law or the terms of any Media License or Entravision
Media License.
(b) Possession by Agent. Upon the occurrence and during the continuance
-------------------
of an Event of Default, the Agent also shall have the right, without notice or
demand (other than any notice required by Section 7 of the Loan Agreement),
either in person, by agent or by a receiver to be appointed by a court in
accordance with the provisions of applicable law (and each Pledgor hereby
expressly consents, to the fullest extent permitted by applicable law, upon the
occurrence and during the continuance of an Event of Default to the appointment
of such a receiver), and, to the extent permitted by applicable law, without
regard to the adequacy of any security for the Obligations, to take possession
of the Collateral or any part thereof and to collect and receive the rents,
issues, profits, income and proceeds thereof. The taking possession of the
Collateral by the Agent shall not cure or waive any Event of Default or notice
thereof or invalidate any act done pursuant to such notice. The rights, remedies
and powers of any receiver appointed by a court shall be as ordered by said
court.
-10-
(c) Sale of Collateral. Any public or private sale or other disposition
------------------
of the Collateral may be held at any office of the Agent, or at any Pledgor's
place of business, if any, or at any other place permitted by applicable law,
and without the necessity of the Collateral's being within the view of
prospective purchasers. The Agent may direct the order and manner of sale of the
Collateral, or portions thereof, as it in its sole and absolute discretion may
determine provided such sale is commercially reasonable, and each Pledgor
expressly waives, to the extent permitted by applicable law, any right to direct
the order and manner of sale of any Collateral. The Agent or any Person acting
on the Agent's behalf may bid and purchase at any such sale or other
disposition.
(d) Notice of Sale. Unless the Collateral is perishable or threatens to
--------------
decline speedily in value or is of a type customarily sold on a recognized
market, the Agent will give the Pledgor that has pledged such Collateral
reasonable notice of the time and place of any public sale thereof or of the
time on or after which any private sale thereof is to be made. The requirement
of reasonable notice conclusively shall be met if such notice is mailed,
certified mail, postage prepaid, to such Pledgor at its address set forth on the
signature page hereto or delivered or otherwise sent to such Pledgor, at least
five (5) Business Days before the date of the sale. Each Pledgor expressly
waives, to the fullest extent permitted by applicable law, any right to receive
notice of any public or private sale of any Collateral or other security for the
Obligations except as expressly provided for in this paragraph. The Agent shall
not be obligated to make any sale of the Collateral if it shall determine not to
do so regardless of the fact that notice of sale of the Collateral may have been
given. The Agent may, without notice or publication, except as required by
applicable law, adjourn the sale from time to time by announcement at the time
and place fixed for sale, and such sale may, without further notice (except as
required by applicable law), be made at the time and place to which the same was
so adjourned.
(e) Private Sales. Whether or not any Collateral has been effectively
-------------
registered under the Securities Act of 1933, as amended, or other applicable
laws, the Agent may, in its sole and absolute discretion, sell all or any part
of such Collateral at private sale in such manner and under such circumstances
as the Agent may deem necessary or advisable in order that the sale may be
lawfully conducted in a commercially reasonable manner. Without limiting the
foregoing, the Agent may (i) approach and negotiate with a limited number of
potential purchasers, and (ii) restrict the prospective bidders or purchasers to
persons who will represent and agree that they are purchasing such Collateral
for their own account for investment and not with a view to the distribution or
resale thereof. In the event that any such Collateral is sold at private sale,
each Pledgor agrees to the extent permitted by applicable law that if such
Collateral is sold for a price which is commercially reasonable, then (A) such
Pledgor shall not be entitled to a credit against the Obligations in an amount
in excess of the purchase price, and (B) the Lenders shall not incur any
liability or responsibility to such Pledgor in connection therewith,
notwithstanding the possibility that a substantially higher price might have
been realized at a public sale. Each Pledgor recognizes that a ready market may
not exist for such Collateral if it is not regularly traded on a recognized
securities exchange, and that a sale by the Agent of any such Collateral for an
amount less than a pro rata share of the fair market value of any Pledged
Entity's assets minus liabilities may be commercially reasonable in view of the
difficulties that may be encountered in attempting to sell a large amount of
such Collateral or Collateral that is privately traded.
-11-
(f) Title of Purchasers. Upon consummation of any sale of Collateral
-------------------
hereunder, the Agent on behalf of the Secured Party shall have the right to
assign, transfer and deliver to the purchaser or purchasers thereof the
Collateral so sold. Each such purchaser at any such sale shall hold the
Collateral so sold absolutely free from any claim or right upon the part of the
Pledgor that has pledged such Collateral or any other Person claiming through
such Pledgor, and each Pledgor hereby waives (to the extent permitted by
applicable laws) all rights of redemption, stay and appraisal that it now has or
may at any time in the future have under any rule of law or statute now existing
or hereafter enacted. If the sale of all or any part of the Collateral is made
on credit or for future delivery, the Agent shall not be required to apply any
portion of the sale price to the Obligations until such amount actually is
received by the Agent, and any Collateral so sold may be retained by the Agent
until the sale price is paid in full by the purchaser or purchasers thereof. The
Secured Party shall not incur any liability in case any such purchaser or
purchasers shall fail to pay for the Collateral so sold, and, in case of any
such failure, the Collateral may be sold again.
(g) Disposition of Proceeds of Sale. The proceeds resulting from the
-------------------------------
collection, liquidation, sale or other disposition of the Collateral shall be
applied, first, to the reasonable costs and expenses (including reasonable
-----
attorneys' fees) of retaking, holding, storing, processing and preparing for
sale, selling, collecting and liquidating the Collateral, and the like; second,
------
to the satisfaction of all Obligations; and third, any surplus remaining after
-----
the satisfaction of all Obligations, provided no Commitment exists, to be paid
over to the Pledgor that has pledged such Collateral or to whomsoever may be
lawfully entitled to receive such surplus.
(h) Certain Waivers. To the extent permitted by applicable law, each
---------------
Pledgor waives all claims, damages and demands against the Agent and the Lenders
arising out of the repossession, retention or sale of the Collateral, or any
part or parts thereof, except to the extent any such claims, damages and awards
arise out of the gross negligence or willful misconduct of the Agent or the
Lenders.
(i) Remedies Cumulative. The rights and remedies provided under this
-------------------
Agreement are cumulative and may be exercised singly or concurrently, and are
not exclusive of any other rights and remedies provided by law or equity.
(j) Compliance with Communications Act.
----------------------------------
(i) Notwithstanding any other provision of this Agreement, any
foreclosure on, sale, transfer or other disposition of, or the exercise of
any right to vote or consent with respect to, any of the Collateral as
provided herein or any other action taken or proposed to be taken by the
Agent hereunder that would affect the operational, voting or other control
of any entity holding a Media License or an Entravision Media License shall
be made in accordance with the Communications Act and the terms of each
Media License or Entravision Media License, including, to the extent
applicable under the Communications Act in effect at the time of a Default,
any requirement that there be a public or private sale.
-12-
(ii) Notwithstanding anything to the contrary contained in this
Agreement, or in the Loan Agreement or the other Loan Documents or in any
other related instrument, the Agent shall not, without first obtaining any
consent or approval of the FCC, take any action pursuant to this Agreement
that would constitute or result in any change of control of a Subsidiary
holding a Media License or an Entravision Media License if any such change
in control would require, under then existing law, the prior approval of
the FCC.
(iii) If an Event of Default shall have occurred and be continuing,
each Pledgor shall take any action which the Agent may reasonably request
in the exercise of its rights and remedies under this Agreement in order to
transfer and assign to the Agent or to one or more third parties as the
Agent may designate, or to a combination of the foregoing, the Collateral
for the purposes of a public or private sale. To enforce the provisions of
this Section 14, the Agent is empowered to request, and each Pledgor agrees
to authorize, the appointment of a receiver or trustee from any court of
competent jurisdiction. Such receiver or trustee shall be instructed to
seek from the FCC (and any other Governmental Authority, if required) any
necessary prior consent to an involuntary transfer of control or assignment
of any Media License or Entravision Media License or of any entity whose
limited liability company interests are subject to this Agreement, for the
purpose of seeking a bona fide purchaser to whom such Media License or
Entravision Media License or control of such entity ultimately will be
transferred or assigned in connection with a public or private sale. Each
Pledgor hereby agrees to authorize (including such Pledgor's execution of
any necessary or appropriate applications or other instruments) such an
involuntary transfer of control or assignment upon the reasonable request
of the receiver or trustee so appointed; and, if any Pledgor's approval is
required by the court and such Pledgor shall refuse to authorize such
transfer or assignment, then, to the extent permitted by the Communications
Act in effect at such time and provided that such Pledgor has been given 5
Business Days' prior written notice telecopied to its telecopier number set
forth on the signature pages hereof and such Pledgor has not responded by
executing any such applications or other instruments, the clerk of the
court may execute in the place of such Pledgor any application or other
instrument necessary or appropriate for the obtaining of such consent. Upon
the occurrence and during the continuance of an Event of Default, each
Pledgor shall further use its best efforts to assist in obtaining the
approval of the FCC (and that required by any other Governmental Authority)
for any action or transaction contemplated by this Agreement, including
without limitation, the preparation, execution and filing with the FCC of
the assignor's or transferor's portion of any application or applications
for consent to the assignment of any Media License or Entravision Media
License or transfer of control of any entity holding or controlling any
Media License or Entravision Media License as may be necessary or
appropriate under the Communications Act for approval of the transfer or
assignment of any portion of the Collateral or any Media License or
Entravision Media License. Each Pledgor further agrees that, because of the
unique nature of its undertaking in this Section 14, the same may be
specifically enforced, and it hereby waives, and agrees to waive, any claim
or defense that the Agent or the Lenders would have an adequate remedy at
law for the breach of this undertaking and any requirement for the posting
of bond or other security. This Section 14 shall not be deemed to limit any
other rights of the Agent and the Lenders available under applicable law
and consistent with the Communications Act.
-13-
(k) Notice. The Agent shall use reasonable efforts to give the relevant
------
Pledgor prior written notice of the exercise of any remedy provided for herein,
provided that the failure to give such notice after reasonable efforts shall not
--------
subject the Agent or any Lender to liability and shall not affect the validity
or exercise of any remedy hereunder.
15. Agent Appointed Attorney-in-Fact. To the full extent permitted by
--------------------------------
applicable law, including the Communications Act, and subject to Section 14(j)
hereof, each Pledgor hereby irrevocably appoints the Agent as such Pledgor's
attorney-in-fact, effective upon and during the continuance of an Event of
Default, with full authority in the place and stead of such Pledgor, and in the
name of such Pledgor, or otherwise, from time to time, in the Agent's sole and
absolute discretion to do any of the following acts or things: (a) to do all
acts and things and to execute all documents necessary or advisable to perfect
and continue perfected the security interests created by this Agreement and to
preserve, maintain and protect the Collateral; (b) to do any and every act which
such Pledgor is obligated to do under this Agreement; (c) to prepare, sign, file
and record, in such Pledgor's name, any financing statement covering the
Collateral; (d) to endorse and transfer the Collateral upon foreclosure by the
Agent; and (e) to file any claims or take any action or institute any
proceedings which the Agent may reasonably deem necessary or desirable for the
protection or enforcement of any of the rights of the Lenders with respect to
any of the Collateral; provided, however, that the Agent shall be under no
-------- -------
obligation whatsoever to take any of the foregoing actions, and neither the
Agent nor the Lenders shall have any liability or responsibility for any act or
omission (other than the Agent's or the Lenders' own gross negligence or willful
misconduct) taken with respect thereto. Each Pledgor hereby agrees to repay
within 10 Business Days after demand all reasonable out-of-pocket costs and
expenses (including attorneys' fees) incurred or expended by the Agent in
exercising any right or taking any action under this Agreement.
16. Costs and Expenses. Each Pledgor agrees to pay to the Agent all
------------------
reasonable costs and out-of-pocket expenses (including, without limitation,
reasonable attorneys' fees and disbursements) incurred by the Agent in the
enforcement or attempted enforcement of this Agreement, whether or not an action
is filed in connection therewith, and in connection with any waiver or amendment
of any term or provision hereof. All reasonable advances, charges, costs and
expenses, including reasonable attorneys' fees and disbursements, incurred or
paid by the Agent in exercising any right, privilege, power or remedy conferred
by this Agreement (including, without limitation, the right to perform any
Obligation of any Pledgor), or in the enforcement or attempted enforcement
thereof, shall be secured hereby and shall become a part of the Obligations and
shall be due and payable to the Agent by each Pledgor on demand therefor.
Notwithstanding the terms of this Section 16, no Pledgor shall be liable for any
expenses or fees covered by this Section 16 unless such Pledgor has, through
such Pledgor's own actions, prevented or attempted to prevent enforcement of the
rights and remedies of the Agent and the Lenders under this Agreement.
17. Transfers and Other Liens. Each Pledgor agrees that, except as
-------------------------
specifically permitted under the Loan Agreement or any other Loan Document, it
will not (a) sell, assign, exchange, transfer or otherwise dispose of, or
contract to sell, assign, exchange, transfer or otherwise dispose of, or grant
any option with respect to, any of the Collateral, or (b) create or permit to
exist any Lien upon or with respect to any of the Collateral, except for Liens
in favor of the Agent for the benefit of the Lenders.
-14-
18. Understandings With Respect to Waivers and Consents. Each Pledgor
---------------------------------------------------
warrants and agrees that each of the waivers and consents set forth herein are
made with full knowledge of their significance and consequences, with the
understanding that events giving rise to any defense or right waived may
diminish, destroy or otherwise adversely affect rights which such Pledgor
otherwise may have against the Secured Party or others, or against any
Collateral. If any of the waivers or consents herein are determined to be
unenforceable under applicable law, such waivers and consents shall be effective
to the maximum extent permitted by law.
19. Amendments, Etc. No amendment or waiver of any provision of this
---------------
Agreement nor consent to any departure by any Pledgor herefrom (other than
supplements to the Schedules hereto in accordance with the terms of this
Agreement) shall in any event be effective unless the same shall be in writing
and made in accordance with Section 9.1 of the Loan Agreement, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.
20. Notices. All notices and other communications provided for hereunder
-------
shall be given in the manner set forth in Section 9.2 of the Loan Agreement, and
if to the Agent, to the address set forth for it in Section 9.2 of the Loan
Agreement and if to any Pledgor, to the address set forth for it on the
signature pages hereof.
21. Continuing Security Interest: Transfer of Notes; Termination. (a)
------------------------------------------------------------
This Agreement shall create a continuing security interest in the Collateral and
shall (i) remain in full force and effect until indefeasible payment in full in
cash of the Obligations and the termination or expiration of the Commitments,
(ii) be binding upon each Pledgor, its successors and assigns and (iii) inure,
together with the rights and remedies of the Lenders hereunder, to the benefit
of the Agent, any successor Agent and the Lenders, subject to the terms and
conditions of the Loan Agreement. Subject to the terms of the Loan Agreement,
any Lender may assign or otherwise transfer the Guarantee, any Loans, its
Commitment or any rights in the Collateral held by it to any other Person, and
such other Person shall thereupon become vested with all the benefits in respect
thereof granted to such Agent or Lender herein or otherwise. Nothing set forth
herein or in any other Loan Document is intended or shall be construed to give
to any other party any right, remedy or claim under, to or in respect of this
Agreement or any other Loan Document or any Collateral. Each Pledgor's
successors and assigns shall include, without limitation, a receiver, trustee or
debtor-in-possession thereof or therefor, provided that, none of the rights or
-------- ----
obligations of any Pledgor hereunder may be assigned or otherwise transferred
without the prior written consent of the Lenders.
22. Release of Pledgors. This Agreement and all obligations of the
-------------------
Pledgors hereunder and all security interests granted hereby shall be released
and terminated when the following has occurred, as applicable, (i) all
Obligations have been indefeasibly paid in full in cash and when all Commitments
have expired or have otherwise been terminated or (ii) if the Lenders shall give
their prior written consent to the transfer of the Pledged Limited Liability
Company Interests, upon the effectiveness of such consent. Upon such release and
termination of all Obligations and such expiration or termination of all
Commitments and the security interest hereunder, all rights in and to the
Collateral pledged or assigned by each Pledgor hereunder shall automatically
revert to such Pledgor, and the Agent and the Lenders shall return any pledged
Collateral in their possession to such Pledgor, or to the Person or Persons
legally
-15-
entitled thereto, and shall endorse, execute, deliver, record and file all
instruments and documents, and do all other acts and things, reasonably required
for the return of the Collateral to such Pledgor, or to the Person or Persons
legally entitled thereto, and to evidence or document the release of the
interests of the Secured Party arising under this Agreement, all as reasonably
requested by, and at the sole expense of, such Pledgor.
23. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
-------------
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA (WITHOUT
REFERENCE TO ITS CHOICE OF LAW RULES).
24. Form of Pledged Limited Liability Interests/Covenant Not to Dilute.
------------------------------------------------------------------
Each Pledgor represents, warrants and covenants to the Secured Party that all of
the Pledged Limited Liability Company Interests are in the form (certificated or
uncertificated) indicated on Schedule A attached hereto (as contemplated by
----------
Article 8 of the Uniform Commercial Code), and covenants to the Lenders that it
will (i) not at any time cause or permit any Pledged Entities to issue any
additional membership interests or any other rights or options to acquire any
additional limited liability company interests, other than to a Pledgor or as
otherwise permitted under the Loan Agreement, and (ii) pledge to the Agent in
accordance with the terms hereof, immediately upon and to the extent of such
Pledgor's acquisition (directly or indirectly) thereof, any and all additional
Limited Liability Company Interests of each Pledged Entity.
25. Alternative Dispute Resolution.
------------------------------
(a) Claims Subject To Judicial Reference; Selection Of Referee. All
----------------------------------------------------------
Claims, including any and all questions of law or fact relating thereto, shall,
at the written request of any Party, be determined by Reference. The Parties
shall select a single neutral referee, who shall be a retired state or federal
judge with at least five years of judicial experience in civil matters. In the
event that the Parties cannot agree upon a referee, the referee shall be
appointed by the court. The Parties shall equally bear the fees and expenses of
the referee unless the referee otherwise provides in the statement of decision.
(b) Waiver Of Jury Trial. In connection with a Reference or any other
--------------------
action or proceeding, whether brought in state or federal court, the Parties
hereby expressly, intentionally and deliberately waive any right they may
otherwise have to trial by jury of any Claim.
(c) Conduct Of Reference. Except as provided in this Section 25, the
--------------------
Reference shall be conducted pursuant to Applicable State Law. The referee shall
determine all issues relating to the applicability, interpretation, legality and
enforceability of this Section 25.
(d) Provisional Remedies, Self-Help And Foreclosure. No provision of this
-----------------------------------------------
Section 25 shall limit the right of any party to (i) exercise self-help remedies
including set-off, (ii) foreclose against or sell any Collateral, by power of
sale or otherwise or (iii) obtain or oppose provisional or ancillary remedies
from a court of competent jurisdiction before, after or during the pendency of
the Reference. The exercise of, or opposition to, any such remedy does not waive
the right of any Party to Reference pursuant to this Section 25.
-16-
(e) Limitation On Damages. In the event that punitive damages are
---------------------
permitted under Applicable State Law, the amount thereof shall not exceed a sum
equal to three times the amount of actual damages as determined by the referee.
(f) Severability. In the event that any provision of this Section 25 is
------------
to be illegal or unenforceable, the remainder of this Section 25 shall remain in
full force and effect.
(g) Miscellaneous. In the event that multiple Claims are asserted, some
-------------
of which are found not subject to this Section 25, the Parties agree to stay the
proceedings of the Claims not subject to this Section 25 until all other Claims
are resolved in accordance with this Section. In the event that Claims are
asserted against multiple parties, some of whom are not subject to this Section,
the Parties agree to sever the Claims subject to this Section 25 and resolve
them in accordance with this Section 25. In the event of any challenge to the
legality or enforceability of this Section 25, the prevailing Party shall be
entitled to recover the costs and expenses, including reasonable attorneys'
fees, incurred by it in connection therewith. Applicable State Law shall govern
the interpretation of this Section 25.
(h) Defined Terms. As used in this Section 25, the following terms shall
-------------
have the respective meanings set forth below:
"Applicable State Law": the law of the State of California; provided,
--------------------
however, that if any Party seeks to (i) exercise self-help remedies, including
set-off, (ii) foreclose against or sell any Collateral, by power of sale or
otherwise or (iii) obtain or oppose provisional or ancillary remedies from a
court of competent jurisdiction before, after or during the pendency of the
Reference, the law of the state where such Collateral is located shall govern
the exercise of or opposition to such rights and remedies.
"Claim": any claim, cause of action, action, dispute or controversy
-----
between or among the Parties, whether sounding in contract, tort or otherwise,
which arises out of or relates to: (i) this Agreement; (ii) any negotiations or
communications relating to this Agreement, whether or not incorporated into this
Agreement or any indebtedness evidenced thereby; or (iii) any alleged
agreements, promises, representations or transactions in connection therewith.
"Party": any Pledgor, any Lender or the Agent.
-----
"Reference": a judicial reference conducted pursuant to this Section 25 in
---------
accordance with Applicable State Law, as in effect at the time the referee is
selected pursuant to Section 25.
26. Counterparts. This Agreement may be executed in any number of
------------
counterparts and by different parties hereto in separate counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement.
27. Recourse. Notwithstanding any provision of this Agreement to the
--------
contrary, the obligations and liabilities of each Pledgor hereunder shall be
limited to the Collateral and, if an Event of Default and/or a default by any
Pledgor hereunder or under the Guarantee shall occur and be continuing, the
Agent's and the Lenders' sole recourse against such Pledgor shall be to the
Collateral.
-17-
IN WITNESS WHEREOF, each Pledgor has executed this Agreement as of the date
first written above.
PLEDGOR
-------
/s/ Xxxxxx X. Xxxxx
------------------------------------
XXXXXX X. XXXXX
Residence:
Los Angeles County, California
Address for Notices:
000 Xxxxxx Xxxxx
Xxxxxxx Xxxxxxxxx, XX 00000
Telecopier: 310-454-4983
S-1
/s/ Xxxxxx X. Xxxxxxxxx
-------------------------------------------
XXXXXX X. XXXXXXXXX
By Xxxxxx X. Xxxxx, his attorney-in-fact
Residence:
San Diego County, California
Address for Notices:
X.X. Xxx 0000
Xxxxxx Xxxxx Xx, XX 00000
Telecopier: 000-000-0000
S-2
Schedule A Pledged Collateral
Schedule B UCC Filing Offices
Schedule C Form of Limited Liability Company Notice
The registrant hereby agrees to furnish a copy of any omitted schedule or
exhibit upon request.
C-1
