EXHIBIT 10.2
LLC MEMBERSHIP INTEREST PLEDGE AGREEMENT
This LLC MEMBERSHIP INTEREST PLEDGE AGREEMENT (as amended, restated,
supplemented or otherwise modified from time to time, this "Agreement"), dated
as of July 2, 1998, is made by INTEREP NATIONAL RADIO SALES, INC. ("Interep")
and MCGAVREN GUILD, INC. ("MG" and, together with Interep, the "Pledgors"), in
favor of BANKBOSTON, N.A., as administrative agent (the "Secured Party") for the
Lenders that may, from time to time, be parties to that certain Credit Agreement
(as defined below).
WHEREAS, the Pledgors, CLEAR CHANNEL RADIO, LLC and XXXXXXXXX SPANISH MEDIA
L.L.C (each, an "LLC" and collectively, the "LLCs"), among others, are the
Borrowers pursuant to that certain Revolving Line of Credit Agreement, dated of
even date herewith (the "Credit Agreement"; capitalized terms not otherwise
defined herein shall have the meanings given such term in the Credit Agreement)
with the Agent, SUMMIT BANK, as documentation agent, and the Lenders.
WHEREAS, it is a condition precedent to the effectiveness of the Credit
Agreement that the Pledgors shall pledge their membership interests in the LLCs
to secure the payment and performance of all of the Secured Obligations (as
hereinafter defined).
WHEREAS, the Pledgors are the legal and beneficial owner of the membership
interests of the LLCs (collectively, the "Pledged Interests"), which interests
constitute the percentage of all of the membership interests of the LLCs
identified in Schedule A.
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NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
Section 1. Pledge. The Pledgors hereby pledge and grant to the Secured
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Party, for the ratable benefit of the Lenders, a continuing first priority
security interest in all of the Pledgors' now existing or hereafter
arising right, title and interest in and to the following property
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(collectively, the "Pledged Collateral") to secure all of the Secured
Obligations:
(i) the Pledged Interests;
(ii) all distributions, refunds or returns of capital, repayments of
loans or advances, fees, income, profits and other property, interests or
proceeds from time to time received, receivable or otherwise distributed or
owing to the Pledgors in respect of, or in exchange for, any or all of the
Pledged Interests (collectively, "Distributions"); and
(iii) all Proceeds (as defined under the Uniform Commercial Code (the
"UCC") as in effect in any relevant jurisdiction or under other relevant
law) of any of the foregoing (i)-(ii), including, without limitation,
obligations to pay amounts in respect of any Pledged Shares and any other
amounts at any time paid or payable under or in connection with any of the
Pledged Collateral.
Section 2. Secured Obligations. This Agreement secures, and the Pledged
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Collateral is collateral security for, the prompt payment and performance in
full when due, whether at stated maturity, by acceleration or otherwise
(including, without limitation, the payment of interest and other amounts which
would accrue and become due but for the filing of a petition in bankruptcy or
the operation of the automatic stay under Section 362(a) of the Bankruptcy
Code), of (i) all obligations of the Borrowers now or hereafter existing under
or in respect of the Credit Documents (as defined in the Credit Agreement) and
(ii) all obligations of the Pledgors now or hereafter existing under or in
respect of this Agreement (the obligations described in clauses (i) and (ii) are
collectively referred to as the "Secured Obligations").
Section 3. No Release. Nothing set forth in this Agreement shall (i)
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relieve the Pledgors from the performance of any term, covenant, condition or
agreement on the Pledgors' part to be performed or observed under or in respect
of any of the Pledged Collateral or from any liability to any person or entity
under or in respect of any of the Pledged Collateral, or (ii) impose any
obligation on the Secured Party to perform or observe any such term, covenant,
condition or agreement on the Pledgor's part to be so performed or observed, or
(iii) impose any liability on the Secured Party for any act or omission on the
part of the Pledgors relating thereto
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or for any breach of any representation or warranty on the part of the Pledgors
contained in this Agreement or any other Credit Document. The obligations of the
Pledgors contained in this Section 3 shall survive the termination of this
Agreement and the discharge of the Pledgors' other obligations hereunder.
Section 4. Supplements; Further Assurances. At any time and from time to
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time, at the expense of the Pledgors, the Pledgors shall promptly execute and
deliver all further instruments and documents, including supplemental or
additional UCC-1 financing statements, and take all further action that may be
necessary or that the Secured Party may request, in order to perfect and protect
any pledge or security interest granted or purported to be granted hereby or to
enable the Secured Party to exercise and enforce its rights and remedies
hereunder with respect to any Pledged Collateral.
Section 5. Representations and Warranties. The Pledgors represent and
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warrant as follows:
(i) The Pledgors are, and at the time of any delivery of any Pledged
Collateral to the Secured Party will be, the legal and beneficial owner of
the Pledged Collateral. All Pledged Collateral is and will be owned by the
Pledgors free and clear of any lien or other encumbrance except for the
lien created by this Agreement.
(ii) The Pledgors have full power, authority and legal right to pledge
all the Pledged Collateral pursuant to this Agreement.
(iii) No consent of any party, and no consent, authorization, approval,
or other action by, and no notice to or filing with, any governmental
authority or other person or entity is required either (a) for the pledge
by the Pledgors of the Pledged Collateral pursuant to this Agreement or for
the execution, delivery or performance of this Agreement by the Pledgors,
(b) for the exercise by the Secured Party of the voting or other rights
provided for in this Agreement, or (c) for the exercise by the Secured
Party of the remedies in respect of the Pledged Collateral pursuant to this
Agreement.
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(iv) Each of the Pledgors' chief executive office and principal place
of business is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx.
(v) As of the date hereof, (a) the Pledged Interests of the LLCs
identified in Schedule A constitute the percentage of membership interests
of the LLC s as identified in Schedule A, and (b) Schedule A constitutes a
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true and complete description of the Pledged Interests.
(vi) The membership interests in the LLCs are not evidenced by any
written certificate. The Pledgors have caused to be filed with the
Secretary of State of the State of New York, and with the county clerk of
the county in which the chief executive office and principal place of
business of each Pledgor, UCC-1 financing statements evidencing the lien
and pledge created by this Agreement, have amended each LLC's operating
agreement to allow for the pledge of the Pledged Interests and have caused
each LLC to record the Secured Party's security interest on the books and
records of such LLC and such actions create a valid and perfected first
priority security interest in the Pledged Collateral securing the payment
of the Secured Obligations.
(vii) There are no other members to any LLC. The Pledgors have
consented to the Secured Party, upon the occurrence of an Event of Default,
exercising any rights of membership in each LLC and consented to Secured
Party electing to become a successor member in each LLC. This Agreement
constitutes the legal, valid and binding obligation of the Pledgors,
enforceable against the Pledgors in accordance with its terms.
(viii) All information set forth herein relating to the Pledged
Collateral is accurate and complete in all respects.
(ix) The Pledgors at all times will be the sole beneficial owner of the
Pledged Collateral.
Section 6. Voting Rights: Distributions: Etc.
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(a) So long as no Event of Default shall have occurred and be continuing:
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(i) The Pledgors shall be entitled to exercise any and all voting and
other consensual rights pertaining to the Pledged Interests or any part
thereof for any purpose not inconsistent with the terms or purpose of this
Agreement or any of the other Credit Documents; provided, however, that the
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Pledgors shall not in any event exercise such rights in any manner which
may have an adverse effect on the value of the Pledged Collateral or the
security intended to be provided by this Agreement.
(ii) Except as otherwise provided in this Agreement, the Pledgors shall
be entitled to receive and retain, and to utilize free and clear of the
lien of this Agreement, any and all Distributions.
(b) Upon the occurrence and during the continuance of an Event of Default:
(i) All rights of the Pledgors to exercise the voting and other
consensual rights it would otherwise be entitled to exercise pursuant to
Section 6(a)(i) hereof shall immediately cease, and all such rights shall
thereupon become vested in the Secured Party, which shall thereupon have
the sole right to exercise such voting and other consensual rights.
(ii) All rights of the Pledgors to receive Distributions which it would
otherwise be authorized to receive and retain pursuant to Section 6(a)(ii)
hereof shall cease, and all such rights shall thereupon become vested in
the Secured Party, which shall thereupon have the sole right to receive
and hold as Pledged Collateral such Distributions.
(c) The Pledgors shall, at the Pledgors' expense, from time to time,
execute and deliver to the Secured Party appropriate instruments as the Secured
Party may request in order to permit the Secured Party to exercise the voting
and other rights which it may be entitled to exercise pursuant to Section
6(b)(i) hereof and to receive all Distributions which it may be entitled to.
receive under Section 6(b)(ii) hereof.
(d) All Distributions which are received by the Pledgors contrary to the
provisions of Section 6(b)(ii) hereof shall be received in trust for the benefit
of the Secured Party, shall be segregated from other funds of the
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Pledgors and shall immediately be paid over to the Secured Party as Pledged
Collateral in the same form as so received (with any necessary endorsement).
Section 7. Additional Covenants of Pledgors.
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(a) The Pledgors shall not (i) sell, convey, assign or otherwise dispose
of, or grant any option, right or warrant with respect to, any of the Pledged
Collateral, (ii) create or a permit to exist any lien or other encumbrance upon
or with respect to any Pledged Collateral other than the lien and security
interest granted to the Secured Party under this Agreement, (iii) amend, modify
or terminate the Operating Agreement of any LLC, or (iv) permit any LLC to
merge, dissociate, liquidate, consolidate or change its legal form, except as
expressly permitted by the Credit Agreement.
(b) The Pledgors shall (i) cause the LLCs not to issue any membership
interests in addition to or in substitution for the Pledged Interests, except to
the Pledgors, and (ii) pledge hereunder, immediately upon its acquisition
(directly or indirectly) thereof, any and all additional membership interests
which are required to be pledged hereunder.
(c) The Pledgors shall deliver to the Secured Party, immediately upon
receipt thereof, copies of all notices, certificates, documents, and instruments
received with respect to the Pledged Collateral.
(d) The Pledgors shall use any distributions from the LLCs for the purposes
of payment of estimated or actual federal or state income taxes with respect to
the Pledged Interests solely to pay such taxes and shall hold any such
distributions not used for the payment of such taxes in trust for the Secured
Party.
(e) The Pledgors hereby waive any restriction on the transfer of the
Pledgors' interests as members in each LLC.
(f) Neither Pledgor will, without giving the Secured Party at least forty-
five (45) days prior written notice, change its corporate name or the name under
which it conducts its business, change the address of its chief executive office
and principal place of business or change the location of its records and books
of account.
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Section 8. Remedies upon Default: Decisions Relating to Exercise
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of Remedies.
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(a) If any Event of Default shall have occurred and be continuing, the
Secured Party shall have the right. in addition to other rights and remedies
provided for herein or otherwise available to it to be exercised from time to
time, (i) to retain and apply the Distributions to the Secured Obligations, (ii)
to exercise all the rights and remedies of a secured party on default under the
UCC in effect in any applicable jurisdiction at that time, (iii) to exercise
all, rights of the Pledgors as a member of any LLC and/or become a successor
member to such LLC, and (iv) to exercise any other rights or remedies pursuant
to the Credit Documents, and the Secured Party 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
Interests) in one or more parcels at public or private sale, at any exchange,
broker's board or at any of the Secured Party's offices or elsewhere, for cash,
on credit or for future delivery, and at such price or prices and upon such
other terms as the Secured Party may deem commercially reasonable, irrespective
of the impact of any such sales on the market price of the Pledged Collateral.
The Secured Party or any of its 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 as a credit on account of the purchase price of any Pledged
Collateral. Each purchaser at any such sale shall acquire the property sold
absolutely free from any claim or right on the part of the Pledgors, and the
Pledgors hereby waive (to the full extent permitted by law) all rights of
redemption, stay and/or appraisal which they now have or may at any time in the
future have under any rule of law or statute now existing or hereafter enacted.
The Pledgors acknowledge and agree that, to the extent notice of sale shall be
required by law, 5 days' notice to the Pledgors of the time and place of any
public sale or the time after which any private sale is to be made shall
constitute reasonable notification. The Secured Party shall not be obligated to
make any sale of Pledged Collateral regardless of notice of sale having been
given. The Secured Party 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 Pledgors hereby waive any claims against the Secured
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Party 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 Secured Party
accepts the first offer received and does not offer such Pledged Collateral to
more than one offeree.
(b) In addition to any of the other rights and remedies hereunder, the
Secured Party shall have the right to institute a proceeding seeking specific
performance in connection with any of the agreements or obligations hereunder.
Section 9. Application of Proceeds. All Distributions held from time to
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time by the Secured Party and all cash proceeds received by the Secured Party in
respect of any sale of, collection from, or other realization upon all or any
part of the Pledged Collateral pursuant to the exercise by the Secured Party of
its remedies as a secured creditor as provided herein shall be applied from time
to time by the Secured Party as follows:
First, to the payment of all costs and expenses, fees, commissions and
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taxes of such sale, collection or other realization, including, without
limitation, reasonable compensation to the Secured Party's agents and counsel;
Second, to the indefeasible payment in full in cash of the Secured
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Obligations; and
Third, to the Pledgors, or its successors or assigns or to whomsoever may
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be lawfully entitled to receive the same or as a court of competent jurisdiction
may direct, of any surplus then remaining from such proceeds.
Section 10. Obligations Absolute. All obligations of the Pledgors
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hereunder shall be absolute and unconditional irrespective of (i) any
bankruptcy, reorganization or the like of any Borrower, (ii) any lack of
validity or enforceability of the Credit Documents, (iii) any change in the
time, manner or place of payment of, or in any other term of, all or any of the
Secured Obligations, or any other amendment or waiver of, or any consent to any
departure from, the Credit Documents, (iv) any exchange, release or non-
perfection of any other collateral, or any release or amendment or waiver of or
consent to any departure from any guaranty, for all or any of the Secured
Obligations; or (v) any other circumstances
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which might otherwise constitute a defense available to, or a discharge of, the
Borrowers. The Pledgors hereby waive any and all suretyship defenses.
Section 11. Expenses. Upon demand, the Pledgors will pay to the Secured
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Party the amount of any and all reasonable out of pocket expenses, including the
reasonable fees and expenses of its counsel and the reasonable fees and expenses
of any experts and agents, which the Secured Party may incur in connection with
(i) the collection of the Secured Obligations, (ii) the custody or preservation
of, or the sale of, collection from, or other realization upon, any of the
Pledged Collateral, (iii) the exercise or enforcement of any of the rights of
the Secured Party hereunder, or (iv) the failure by the Pledgors to perform or
observe any of the provisions hereof. All amounts payable by the Pledgors under
this Section shall be due upon demand and shall be part of the Secured
Obligations. The Pledgors' obligations under this Section shall survive the
termination of this Agreement and the discharge of the Pledgors' other
obligations hereunder.
Section 12. No Waiver; Cumulative Remedies.
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(a) No failure on the part of the Secured Party to exercise, no course of
dealing with respect to, and no delay on the part of the Secured Party in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy hereunder preclude any other or further exercise thereof or the exercise
of any other right, power or remedy. The remedies herein provided are cumulative
and are not exclusive of any remedies provided by law.
(b) In the event the Secured Party shall have instituted any proceeding to
enforce any right, power or remedy under this instrument by foreclosure, sale,
entry or otherwise. and such proceeding shall have been discontinued or
abandoned for any reason, then and in every such case, the Pledgors and the
Secured Party shall be restored to their respective former positions and rights
hereunder with respect to the Pledged Collateral, and all rights, remedies and
powers of the Secured Party shall continue as if no such proceeding had been
instituted.
Section 13. The Secured Party May Perform: The Secured Party Appointed
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Attorney-in-Fact. If either Pledgor shall fail to do any act or
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thing that it has covenanted to do hereunder or any warranty on the part of the
Pledgors contained herein shall be breached, the Secured Party may (but shall
not be obligated to) do the same or cause it to be done or remedy any such
breach, and may expend funds for such purpose. Any and all amounts so expended
by the Secured Party shall be paid by the Pledgor promptly upon demand therefor,
with interest at the Post-Default Rate during the period from and including the
date so expended to the date of repayment. Each Pledgor's obligations under
this Section shall survive the termination of this Agreement and the discharge
of the Secured Obligations. Upon the occurrence and continuation of an Event of
Default, each Pledgor appoints the Secured Party its attorney-in-fact with an
interest, 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 Secured Party's
discretion, to take any action and to execute any instrument consistent with the
terms of this Agreement and the other Credit Documents which the Secured Party
may deem necessary or advisable to accomplish the purposes of this Agreement.
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. Each
Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be
done by virtue hereof.
Section 14. Indemnity.
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(a) Indemnity. The Pledgors agree to indemnify, reimburse and hold the
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Secured Party and its respective successors, assigns, employees, agents and
servants (collectively, "Indemnitees") harmless from and against any and all
liabilities, obligations, damages. injuries, penalties, claims, demands,
actions, suits, judgments and any and all reasonable out of pocket costs and
expenses (including, without limitation, reasonable attorneys' fees and
expenses) of whatsoever kind and nature imposed on, asserted against, or
incurred by any of the Indemnitees in any way relating to or arising out of this
Agreement or in any way connected with the administration of the transactions
contemplated hereby or the enforcement of any of the terms hereof, or the
preservation of any rights hereunder; provided that the Pledgors shall have no
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obligation to an Indemnitee hereunder to the extent it is finally judicially
determined that such indemnified liabilities arise solely from the gross
negligence or willful misconduct of such Indemnitee. Upon written notice by any
Indemnitee of the assertion of an indemnified claim hereunder, the Pledgors
shall assume full responsibility for the defense thereof. If any
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action, suit or proceeding arising from any of the foregoing is brought against
any Indemnitee, the Pledgors shall, if requested by such Indemnitee, resist and
defend such action, suit or proceeding or cause the same to be resisted and
defended by counsel reasonably satisfactory to such Indemnitee. Each Indemnitee
shall, unless any other Indemnitee has made the request described in the
preceding sentence and such request has been complied with, have the right to
employ its own counsel (or internal counsel) to investigate and control the
defense of any matter covered by the indemnity set forth in this Section, and
the fees and expenses of such counsel shall be paid by the Pledgors; provided
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that, only to the extent no conflict exists between or among the Indemnitees, as
reasonably determined by the Indernnitees, the Pledgors shall not be obligated
to pay the fees and expenses of more than one counsel for all Indemnitees as a
group with respect to any indemnified claim.
(b) Contribution. If and to the extent that the obligations of the
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Pledgors under this Section are unenforceable for any reason, the Pledgors
hereby agree to make the maximum contribution to the payment and satisfaction of
such obligations that is permissible under applicable law.
(c) Survival. The obligations of the Pledgors contained in this Section
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shall survive the termination of this Agreement and the discharge of the Secured
Obligations.
(d) Reimbursement. Any amounts paid by any Indemnitee as to which such
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Indemnitee has the right to reimbursement shall constitute Secured Obligations
secured by the Pledged Collateral.
Section 15. Modification in Writing. No amendment, modification.
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supplement, termination or waiver of or to any provision of this Agreement, nor
consent to any departure by the Pledgors therefrom, shall be effective unless
the same shall be in writing and signed by the Secured Party. Any such
amendment, modification, supplement, termination, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
made or given. Except where notice is specifically required by this Agreement,
no notice to or demand on the Pledgors in any case shall entitle the Pledgors to
any other or further notice or demand in similar or other circumstances.
Section 16. Termination. When all the Secured Obligations (other than
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Secured Obligations in the nature of continuing indemnities and
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expense reimbursement obligations not yet due and payable) have been
indefeasibly paid in full in cash and have been terminated, this Agreement shall
terminate. Upon termination of this Agreement, the Secured Party shall, upon
the written request and at the expense of the Pledgors, forthwith assign,
transfer and deliver to the Pledgors, against receipt and without recourse to or
warranty by the Secured Party, such of the Pledged Collateral as may be in the
possession of the Secured Party and as shall not have been sold or otherwise
applied pursuant to the terms hereof, and shall execute UCC termination
statements on Form UCC-3. The Secured Party shall have no responsibility to
undertake any other actions upon termination of this Agreement except as
provided in this Section.
Section 17. Notices. Except as otherwise provided herein, any notice or
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other communication required or permitted to be given under this Agreement shall
be in writing and may be personally delivered, telecopied, or sent by overnight
courier service or United States mail to the respective party, addressed to it
at the address for notices specified in accordance with Section 11.02 of the
Credit Agreement or to such other address as shall be designated by such party
in a written notice to the other party complying as to delivery with the terms
of this Section. All such notices and other communications shall be deemed to
have been given when delivered in person, or received by telecopy or overnight
mail; or three Business Days after deposit in the United States mail; provided
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that notices to the Secured Party shall not be effective until received by the
Secured Party.
Section 18. Assignment. This Agreement shall be binding upon the
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Pledgors, their successors, and assigns, and shall inure, together with the
rights and remedies of the Secured Party hereunder, to the benefit of the
Secured Party and each of its successors, transferees and assigns. No other
Persons (including, without limitation, any other creditor of the Pledgors)
shall have any interest herein or any right or benefit with respect hereto. The
Pledgors may not assign their rights or obligations under this Agreement to any
other Person. The Secured Party may assign or otherwise transfer its rights
under this Agreement or any indebtedness held by it secured by this Agreement to
any other Person, and such other Person shall thereupon become vested with all
the benefits in respect thereof granted to the Secured Party, subject however,
to the provisions of the Credit Documents.
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Section 19. Governing Law. This Agreement shall be governed by, and shall
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be construed and enforced in accordance with, the laws of the Commonwealth of
Massachusetts, without regard to principles of conflicts of laws.
Section 20. Consent to Jurisdiction. All judicial proceedings brought
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against the Pledgors with respect to this Agreement may be brought in any state
or federal court of competent jurisdiction in the Commonwealth of Massachusetts
and, by execution and delivery of this Agreement, the Pledgors accept for
themselves and in connection with their respective properties, generally and
unconditionally, the nonexclusive jurisdiction of the aforesaid courts.
SECTION 21. WAIVER OF TRIAL BY JURY. THE PARTIES HERETO IRREVOCABLY WAIVE
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TRIAL BY JURY IN CONNECTION WITH ANY MATTER ARISING OUT OF THIS AGREEMENT.
Section 22. Severabilitv of Provisions. Any provision of this Agreement
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which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.
Section 23. Execution in Counterparts. This Agreement and any amendments,
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waivers, consents or supplements hereto may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original, but all
such counterparts together shall constitute one and the same agreement.
Section 24. Headings. The Section headings used in this Agreement are for
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convenience of reference only and shall not affect the construction of this
Agreement.
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IN WITNESS WHEREOF, each Pledgor has caused this Agreement to be duly
executed and delivered as of the date first above written.
INTEREP NATIONAL RADIO
SALES, INC.
By: /s/ Xxxx X. Guild
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Name: Xxxx X. Guild
Title: President, Marketing Division
MCGAVREN GUILD, INC.
By: /s/ Xxxxxxx X. XxXxxxx, Xx.
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Name: Xxxxxxx X. XxXxxxx, Xx.
Title: Vice President and
Chief Financial Officer
ACCEPTED:
BANKBOSTON, N.A., as Administrative Agent
By: /s/ Xxx Xxxxxxx XxxXxxx
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Name: Xxx Xxxxxxx XxxXxxx
Title: Vice President
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SCHEDULE A
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Interep
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LLC Percentage of all such
---- Interests in LLC
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Xxxxxxxxx Spanish Media L.L.C. 95%
Clear Channel Radio, LLC 95%
MG
--
LLC
---
Xxxxxxxxx Spanish Media L.L.C. 5%
Clear Channel Radio, LLC 5%
