Common use of Rights Upon Event of Default Clause in Contracts

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- 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 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.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an ------------------------------ Event of Default, each Pledgor shall be in default hereunder and the Agent for the benefit of the Secured Party Lender shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party Lender may have under this Agreement and under applicable laws law or in equityequity or under this Loan Agreement (including, but not limited to, all rights set forth in Article VII hereof) or under the Promissory Note, all rights and remedies of a secured party under the Uniform Commercial Code UCC as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, 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 lawBorrower and without affecting the Secured Obligations, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease 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 reasonableacceptable to Lender; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Lender and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of Lender; (e) to collect by legal proceedings or otherwise all dividends, distributionsDistributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (df) to cause the Collateral to be registered in the name of Lender, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent Lender may deposit or surrender control of the Collateral and/or or accept other property Property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eh) to settle, compromise or release, on terms acceptable to the AgentLender, in whole or in part, any amounts owing on the Collateral and/or or any disputes with respect thereto; (fi) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender or in the name of Borrower; (j) 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 Lender or in the name of any PledgorBorrower, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Lender which may release any obligor from personal liability on any of the Collateral, and each Pledgor Borrower 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 not expressly provided for in this Loan Agreement 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 Lender 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 Lender or any Pledgor, Borrower may be applied by the Agent, Lender without notice to any Pledgor, Borrower to the Secured Obligations in such order and manner as the Agent Lender in its sole discretion shall determine; (gk) to insure, protect process and preserve the Collateral; (hl) to exercise all rights, remedies, powers or privileges provided under any of this Loan Agreement or the Loan DocumentsPromissory Note; and (im) 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 Lender may, at the cost and expense of the PledgorsBorrower, 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 portion of the Collateral owned by Borrower or to properly administer and control the handling of collections and realizations thereon, and the Agent Lender shall be deemed to have a rent-free tenancy of any premises of the Pledgors Borrower for such purposes and for such periods of time as reasonably required by Lender; (n) to receive, open and dispose of all mail addressed to Borrower and notify postal authorities to change the Agentaddress for delivery thereof to such address as Lender may designate; provided that Lender agrees that it will promptly deliver over to Borrower such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Lender's sole option and as Lender in its sole discretion may deem advisable. Nothing herein contained shall be construed Borrower shall, at Lender's request, assemble the Collateral and make it available to give Lender at places that Lender may reasonably designate, whether at the Agent premises of Borrower or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of Borrower for the Lenders or any purchaser purpose of Lender's taking possession of the Collateral or storing same or removing or putting the right to operate any Collateral in salable form or selling or disposing 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 Licensesame.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor Grantor 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 Grantor 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 enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease 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; (cd) to notify obligors on the Collateral that the Collateral has been assigned to the Agent for the benefit of Secured Party and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to the Agent for the account of Secured Party; (e) 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; (df) 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 control of the Collateral and/or accept other property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonable; (eg) 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; (fh) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Agent for the benefit of Secured Party or in the name of any Grantor; (i) 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 PledgorGrantor, 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 Grantor 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 Grantor waives (such waiver not to affect the Agent's agreement to give notice of sale in certain circumstances pursuant to Section 14(d16(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, Grantor may be applied by the Agent, without notice to any PledgorGrantor, to the Obligations in such order and manner as the Agent in its sole discretion shall determine; (gj) to insure, protect and preserve the Collateral; (hk) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (il) 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 Pledgorseach Grantor, 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 each Grantor for such purposes and for such periods of time as reasonably required by the Agent. Each Grantor will, at the Agent's request, assemble the Collateral and make it available to the Agent at places which the Agent may designate, whether at the premises of any Grantor or elsewhere, and will make available to the Agent, free of cost, all premises, equipment and facilities of any Grantor for the purpose of the Agent's taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same. 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.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- 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 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.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor shall be in default hereunder and the Agent for the benefit of the Secured Party Parties shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party Parties may have under applicable law or in equity or under this Agreement and or under applicable laws or in equitythe Note Purchase Agreement, all rights and remedies of a secured party under the Uniform New York Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to any Pledgor the Grantors (except such notice as may be specifically required by applicable lawexpressly provided herein) and without affecting the Obligations of FPI hereunder or under the Note Purchase Agreement, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale [or at any broker's ’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) acceptable 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 CollateralSecured Parties; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Secured Parties and that all payments thereon are to be made directly and exclusively to the Secured Parties; (e) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent Secured Parties may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (ef) to settle, compromise or release, on terms acceptable to the AgentSecured Parties, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fg) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Secured Parties or in the name of Grantors; (h) 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 Parties or in the name of any Pledgora Grantor, any and all steps, actions, suits or proceedings deemed by the Secured Parties necessary or reasonably desirable by the Agent to effect collection of or to realize upon the Collateral, including including, without limitation, any judicial or nonjudicial foreclosure thereof or thereon, and each Pledgor Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Parties 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, each Grantor waives any right not expressly provided for in this Agreement 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 Secured Parties 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 Secured Parties or any Pledgor, a Grantor may be applied by the Agent, Secured Parties without notice to any Pledgor, Grantors to the Secured Obligations in such order and manner as the Agent Secured Parties in its their sole discretion shall determine; (gi) to insure, protect process and preserve the Collateral; (hj) to exercise all rights, remedies, powers or privileges provided under any the Note Purchase Agreement; (k) to receive, open and dispose of all mail addressed to Company and notify postal authorities to change the Loan Documentsaddress for delivery thereof to such address as the Secured Parties may designate; provided that the Secured Parties agree that they will promptly deliver over to Grantors such mail as does not relate to the Collateral; and (il) to removeexercise all other rights, from any premises where powers, privileges and remedies of an owner of the same Collateral; all at the Secured Parties’ sole option and as the Secured Parties in their sole discretion may be locateddeem advisable. Grantors will, at the Secured Parties’ request, assemble the Collateral and any and all documentsmake it available to the Secured Parties at places which the Secured Parties may designate, instruments, files and recordswhether at the premises of Company or elsewhere, and any receptacles and cabinets containing the same, relating will make available to the CollateralSecured Parties, free of cost, all premises, equipment and facilities of Grantors for the Agent may, at the cost and expense purpose 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 Secured Parties’ taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, the Secured Parties also shall have the right, without notice or demand, either in person, by agent or by a receiver to properly administer and control the handling of collections and realizations thereonbe appointed by a court, and without regard to the Agent adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral may be held at any office of the Secured Parties, or at Grantors’ place of business, 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 Secured Parties may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Company expressly waives any right to direct the order and manner of sale of any Collateral. To the extent permitted by applicable law, the Secured Parties or any Person on the Secured Parties’ behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including, without limitation, attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by the Secured Parties in their sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to the Secured Parties on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Parties shall send or otherwise make available to Grantors 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 sending notice conclusively shall be met if such notice is given in the manner contemplated by the Note Purchase Agreement at least ten days before the date of the sale. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership or limited liability company interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable laws, the Secured Parties may, in their sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as the Secured Parties may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, the Secured Parties 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, Grantors agree that if such Collateral is sold for a price which the Secured Parties in good faith believe to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantors shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) the Secured Parties shall not incur any liability or responsibility to Grantors in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a rent-free tenancy public sale. Grantors recognize 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 Secured Parties of any premises such Collateral for an amount substantially less than a pro rata share of the Pledgors for fair market value of the issuer’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 purposes Collateral or Collateral that is privately traded. Upon consummation of any sale of Collateral hereunder, the Secured Parties shall have the right to assign, transfer and for deliver to the purchaser or purchasers thereof the Collateral so sold. Each such periods purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of time as reasonably required by the Agent. Nothing herein contained shall be construed to give the Agent or the Lenders Grantors or any purchaser other Person, and each Grantor hereby waives (to the extent permitted by applicable laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, the right Secured Parties shall not be required to operate apply any portion of the Stations or the Entravision Stations without the prior consent of the FCC, sale price to the extent required Secured Obligations until such amount actually is received by law the Secured Parties, and any Collateral so sold may be retained by the Secured Parties until the sale price is paid in full by the purchaser or purchasers thereof. The Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the terms Collateral so sold, and, in case of any Media License or Entravision Media Licensesuch failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor the Grantor 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 the Grantor 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 enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease 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; (cd) to notify obligors on the Collateral that the Collateral has been assigned to the Agent for the benefit of the Secured Party and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to the Agent for the account of the Secured Party; (e) 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; (df) 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 control of the Collateral and/or accept other property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonable; (eg) 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; (fh) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Agent for the benefit of the Secured Party or in the name of the Grantor; (i) 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 Pledgorthe Grantor, 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 the Grantor 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 the Grantor waives (such waiver not to affect the Agent's agreement to give notice of sale in certain circumstances pursuant to Section 14(d16(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, the Grantor may be applied by the Agent, without notice to any Pledgorthe Grantor, to the Obligations in such order and manner as the Agent in its sole discretion shall determine; (gj) to insure, protect and preserve the Collateral; (hk) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (il) 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 PledgorsGrantor, 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 Grantor for such purposes and for such periods of time as reasonably required by the Agent. The Grantor will, at the Agent's request, assemble the Collateral and make it available to the Agent at places which the Agent may designate, whether at the premises of the Grantor or elsewhere, and will make available to the Agent, free of cost, all premises, equipment and facilities of the Grantor for the purpose of the Agent's taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same. 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.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- 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 hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party may have under applicable Law or in equity or under this Agreement and (INCLUDING, without limitation, all rights set forth in SECTION 5 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction California and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantor and without affecting the Secured Obligations of Grantor hereunder or under any Pledgor except such notice as may be specifically required by applicable lawother Loan Document, or the enforceability of the Liens created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease 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 reasonableacceptable to Secured Party; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) 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; (df) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eh) to settle, compromise or release, on terms acceptable to the AgentSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fi) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of Grantor; (j) 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 PledgorGrantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or reasonably desirable by the Agent to effect collection of or to realize upon the Collateral, including INCLUDING any judicial or nonjudicial foreclosure thereof or thereon, and each Pledgor Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Party which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement 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 Property received by the Agent Secured Party 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 Secured Party or any Pledgor, Grantor may be applied by the Agent, Secured Party without notice to any Pledgor, Grantor to the Secured Obligations in such order and manner as the Agent Secured Party in its sole discretion shall determine; (gk) to insure, protect process and preserve the Collateral; (hl) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (im) 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 Secured Party may, at the cost and expense of the PledgorsGrantor, 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 Secured Party shall be deemed to have a rent-free tenancy of any premises of the Pledgors Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (n) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the Agentaddress for delivery thereof to such address as Secured Party may designate; PROVIDED that Secured Party agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Nothing herein contained shall be construed Grantor will, at Secured Party's request, assemble the Collateral and make it available to give Secured Party at places which Secured Party may reasonably designate, whether at the Agent premises of Grantor or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantor for the Lenders or any purchaser purpose of Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantor's place of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral's being within the view of prospective purchasers. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party's behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys' fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantor 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 sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Loan Agreement, or delivered or otherwise sent to Grantor, at least five (5) days before the date of the sale. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, limited liability company interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party 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 Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party 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, Grantor agrees that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be not be deemed to be commercially unreasonable by reason of price, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor 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 Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer'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. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to operate 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 Stations Grantor or the Entravision Stations without the prior consent of the FCCany other Person, and Grantor hereby waives (to the extent required permitted by law applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the terms future have under any rule of any Media License Law or Entravision Media Licensestatute now existing or hereafter enacted.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor shall be in default hereunder and the Collateral Agent for the benefit of the Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Collateral Agent on behalf of the and/or Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 9 hereof) or under applicable laws or in equityany other Transaction Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice (except to the extent notice is required to be given pursuant to applicable Law or this Agreement) to Grantor and without affecting the obligations of Grantor hereunder or under any Pledgor except such notice as may be specifically required by applicable lawother Transaction Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial processprocess in accordance with applicable Law; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale [or at any broker's ’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 reasonableacceptable to Collateral Agent; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Collateral Agent for the benefit of Secured Party and that all payments thereon are to be made directly and exclusively to Collateral Agent for the benefit of Secured Party; (e) to notify any Issuer of any Pledged Securities, and any and all other obligors on any Pledged Collateral, that the same has been pledged to Collateral Agent for the benefit of Secured Party and that all distributions related thereto, interest and other payments thereon are to be made directly and exclusively to Collateral Agent for the benefit of Secured Party; (f) 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; (dg) to cause the Collateral to be registered in the name of Collateral Agent, as legal owner, for the benefit of Secured Party; (h) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Collateral Agent may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (ei) to settle, compromise or release, on terms acceptable to the Collateral Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fj) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Collateral Agent or in the name of Grantor; (k) 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 Collateral Agent or in the name of any PledgorGrantor, any and all steps, actions, suits or proceedings deemed by Collateral Agent 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 thereonthereon in accordance with applicable Law, and each Pledgor Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Collateral Agent which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement or required under the NUCC 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 Collateral 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 Collateral Agent or any Pledgor, Grantor may be applied by the Agent, Collateral Agent without notice to any Pledgor, Grantor to the Secured Obligations in such order and manner as set forth in the Collateral Agent in its sole discretion shall determineAgreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement; (gl) to insure, protect process and preserve the Collateral; (hm) to exercise all rights (including voting rights), remedies, powers or privileges provided to Collateral Agent or Secured Party under any of the Loan Transaction Documents; and (in) 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 Collateral Agent may, at the cost and expense of the PledgorsGrantor, 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 portion of the Collateral owned by Grantor or to properly administer and control the handling of collections and realizations thereon, and the Collateral Agent shall be deemed to have a rent-free tenancy of any premises of the Pledgors Grantor for such purposes and for such periods of time as reasonably required by Collateral Agent; (o) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the Agent. Nothing herein contained shall be construed address for delivery thereof to give such address as Collateral Agent may designate; provided that Collateral Agent agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Agent or Collateral; (p) to exercise all other rights, powers, privileges and remedies of an owner of the Lenders Collateral; and (q) to perform any obligation of Grantor under this Agreement or any purchaser obligation of any other Person under the Transaction Documents should Grantor or such Person fail to perform such obligations; all at Collateral Agent’s option and as Collateral Agent in its sole discretion may deem advisable. Grantor will, at Collateral Agent’s request, assemble the Collateral and make it available to Collateral Agent at places which Collateral Agent may reasonably designate, whether at the premises of Grantor or elsewhere, and will make available to Collateral Agent, free of cost, all premises, equipment and facilities of Grantor for the purpose of Collateral Agent’s taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent also shall have the right, without notice or demand (except to the extent notice and demand are required to be given pursuant to applicable Law), either in person, by agent or by a receiver to be appointed by a court (and Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Collateral Agent shall further have the right to operate use any of the Stations IP Collateral for the sale of goods, completion of work in process or rendering of services in connection with enforcing any of the Entravision Stations security interests granted to Collateral Agent for the benefit of Secured Party by Grantor. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral may be held at any office of Collateral Agent, or at Grantor’s places of business, or at any other place permitted by applicable Law, and without the prior consent necessity of the FCCCollateral’s being within the view of prospective purchasers. Collateral Agent may direct the order and manner of sale of the Collateral, or portions thereof, as it in its discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations entitled thereto in accordance with the Collateral Agent Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement, and then to the other Persons entitled thereto in accordance with the Collateral Agent Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement. Grantor and any other Person then obligated therefor shall pay to Collateral Agent on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Collateral Agent will send or otherwise make available to Grantor, 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 sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address designated below, at least ten (10) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral, including the Pledged Collateral, consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Collateral 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 Collateral Agent may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Collateral 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, Grantor agrees that if such Collateral is sold for a price which Collateral Agent in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, and (b) Collateral Agent and Secured Party shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor 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 Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’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. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent may for the benefit of Secured Party use any of the Trademarks for the sale of goods, completion of work in process, or rendering of services in connection with enforcing any security interest granted by Grantor to Collateral Agent for the benefit of Secured Party. Collateral Agent may grant such license or licenses relating to the Trademark Collateral for such term or terms, on such conditions and in such manner, as Collateral Agent shall, in its sole discretion, deem appropriate. Such license or licenses may be general, special, or otherwise, and may be granted on an exclusive or nonexclusive basis throughout all or part of the United States of America, its territories and possessions, and all foreign countries. In connection with any such license or any sale or other disposition of the Trademark Collateral (or any part thereof), the Grantor shall supply to Collateral Agent, or Collateral Agent’s designee, Grantor’s knowledge and expertise relating to the manufacture and sale of the products and services bearing the Trademarks and Grantor’s customer lists and other records relating to the Trademarks and the distribution thereof. Upon consummation of any sale of Collateral hereunder, Collateral Agent 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 Grantor or any other Person, and Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Collateral Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by law or Collateral Agent, and any Collateral so sold may be retained by Collateral Agent, subject to the terms of the Collateral Agent Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement, until the sale price is paid in full by the purchaser or purchasers thereof. Collateral Agent shall not incur any Media License liability in case any such purchaser or Entravision Media Licensepurchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon If any Event of Default shall occur and be continuing, Bank may without notice terminate this Agreement and declare the Loan and the Obligations or any part thereof to be immediately due and payable, and the same shall thereupon become immediately due and payable, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby expressly waived by Borrower; provided, however, that upon the occurrence and during the ---------------------------- continuance of an Event of DefaultDefault under Section 8(f), each Pledgor this Agreement shall be in default hereunder automatically terminate and the Agent Loan and the Obligations shall become immediately due and payable without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby expressly waived by Borrower. If any Event of Default shall occur and be continuing, subject to the requirements of any -36- applicable Acknowledgment Agreement, Bank may exercise all rights and remedies available to it in law or in equity, under the Loan Documents (other than the Warehouse Agreement), or otherwise, including without limitation: (a)in its discretion, to demand, xxx for, collect or receive and receipt for (in its own name, in the name of Borrower or otherwise) any money or property at any time payable or receivable on account of any of the Collateral, in consideration of its transfer or in exchange for it; (b)direct, and to take any and all other steps necessary to cause, any Servicer of any of the Collateral to pay over directly to Bank for the account of Borrower (instead of to Borrower or any other Person) all sums from time to time due to Borrower and to take any and all other actions that Borrower or Bank has the right to take under Borrower’s contract with such Servicer; (c)direct Borrower to pay over to Bank all sums from time to time due Borrower under or in respect of the Collateral, including any and all fees and other compensation under the Servicing Agreements for servicing the Serviced Loans and all amounts paid to or collectable by Borrower to pay Pledged Servicing Receivables, whether paid to Borrower or withheld or recovered by Borrower from collections and realizations on such Mortgage Loans or any other source, and to take any and all other actions that, subject to any restrictions imposed by the relevant Servicing Agreement for the benefit of the Secured Party party to it on whose behalf the Mortgaged Loans are being serviced (to the extent that such restrictions are valid and enforceable under the UCC and all applicable laws, rules and regulations), Borrower or Bank has the right to take under that Servicing Agreement, and if Bank does so request, then Borrower shall havediligently and continuously thereafter comply with such request. All amounts so received and collected by Bank pursuant to this Section 9(c) shall be applied in the same order and manner as is specified in Section 3(h); (d)foreclose upon or otherwise enforce its security interest in and Lien on the Collateral, or on such portions or elements of the Collateral as Bank shall elect to proceed against from time to time; (e)at Bank’s option and in its sole discretion, to notify any jurisdiction where enforcement is soughtor all Makers obligated under any or all items of Collateral, in addition to all other rights and remedies that the Agent on behalf of the Secured Party may have under this Agreement Collateral has been assigned to Bank and under applicable laws that all payments thereon are to be made directly to Bank 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 other Person as may be specifically required designated 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 processBank; (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 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 compromise, or release, on terms acceptable to the Agent, in whole or in part, any amounts owing on the Collateral and/or or any disputes with respect theretoportion of the Collateral, on terms acceptable to Bank; (f) to enforce payment and performance and prosecute any action or proceeding with respect to any and all Collateral; and where any such Collateral is in default, foreclose on and enforce Liens or security interests in, such Collateral by any available judicial procedure or without judicial process and sell property acquired as a result of any such foreclosure; (f)act, or contract with one or more third Persons to act, as Servicer of each item of Collateral requiring servicing and perform all obligations required in connection with any Servicing Agreements to which Borrower is a party, and Borrower hereby agrees to pay such third Persons’ fees to the extent (if any) that Bank is unable, despite reasonable efforts made by Bank in light of the necessity that there be no material break in the -37- continuity of servicing, to contract for such servicing and performance of such obligations for fees equal to or less than the fees under such Servicing Agreements; (g)as a matter of right and without notice to Borrower or anyone claiming under Borrower, and without regard to the then value of the Collateral and take or bringthe interest of Borrower therein, in the name to apply to any court having jurisdiction to appoint a receiver or receivers 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 Borrower hereby irrevocably consents to such appointment and waives notice of any nonjudicial foreclosure application therefor. Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases and all the powers and duties of Bank in case of entry as provided herein and shall continue as such and exercise all such powers until the date of the sale of the Collateral unless such receivership is sooner terminated; and (h)exercise all rights and remedies of a secured creditor under the UCC, including selling the interests of Borrower in the Collateral at public or private sale. Bank shall give Borrower not less than 10 days’ notice of any such public sale or of the date after which private sale may be held. Borrower agrees that 10 days’ notice shall be reasonable notice. At any such sale any or all of the Collateral may be sold as an entirety or in separate parts, as Bank may determine in its sole discretion. Bank may, without notice or publication, adjourn any other action taken public or private sale or cause the same to be adjourned from time to time by announcement at the Lenders time and place fixed for the sale, and such sale may be made at any time or place to which the same may release be so adjourned. Bank is authorized at any obligor from personal liability on such sale, if Bank deems it advisable so to do, to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or resale of any of the Collateral. Borrower specifically agrees that any such sale, whether public or private, of any Collateral pursuant to the commitment of any investor to purchase such Collateral that was obtained by (or with the approval of) Borrower will be commercially reasonable, and each Pledgor waives (if such sale is for the price provided for in such commitment, then such sale shall be held to be for value reasonably equivalent to the value of the Collateral so sold. Upon any such sale, Bank shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption, stay or appraisal which Borrower has or may have under any rule of law or statute now existing or hereafter adopted. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Bank until the selling price is paid by the purchaser, but Bank shall not incur any liability in case of such purchaser’s failure to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Nothing in this Agreement shall be construed as Borrower’s waiver not to affect the Agent's of, or agreement to give notice of sale in certain circumstances pursuant to Section 14(d))waive, to the extent permitted any requirement imposed by applicable law, law that any sale of the Collateral be commercially reasonable. Borrower waives any right to receive notice of require Bank to proceed against any public third party, exhaust any Collateral or private judicial other security for the Obligations, or nonjudicial sale or foreclosure of to have any security or third party joined with Borrower in any suit arising out of the Collateral, and any money Obligations 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) , or pursue any other remedy available to remove, from any premises where the same may be located, the Collateral and Bank. Borrower further waives any and all documentsnotice of acceptance of this Agreement. Borrower further waives any defense arising by reason of any disability or other defense of any third party or by reason of the cessation from any cause whatsoever of the liability of any third party. -38- All rights available to Bank under the Loan Documents shall be cumulative of and in addition to all other rights granted to Bank at Law or in equity, instrumentswhether or not the Loan or the Obligations be due and payable or performance required and whether or not Bank shall have instituted any suit for collection, files foreclosure, or other action under or in connection with the Loan Documents. Notwithstanding the foregoing, Bank’s rights as set forth in this Section 9 shall be subject in all respects to the limitations and recordsrestrictions set forth in any relevant Acknowledgment Agreement so long as such Acknowledgment Agreement has not been terminated. In connection with the exercise of its rights hereunder, Borrower hereby grants Bank, only to the extent permissible under any applicable federal, state or local law or regulation and permitted under any applicable contract with a third-party service provider, the nonexclusive right to access (in common with Borrower and any other secured party that has a valid and enforceable security interest therein and that agrees that its security interest is similarly nonexclusive) Borrower’s operating systems for the sole purpose of managing and administering the Pledged Servicing Rights, including obtaining any of the related data and information described above, or that otherwise relates to the Pledged Servicing Rights, together with the media on which the same are stored to the extent stored with material information or data that relates to property other than the Pledged Servicing Rights (tapes, discs, cards, drives, flash memory or any other kind of physical or virtual data or information storage media or systems, and any receptacles and cabinets containing Borrower’s rights to access 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 whether exclusive 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 FCCnonexclusive, to the extent required that such access rights may lawfully be transferred or used by law Borrower’s permittees), and any computer programs that are owned by Borrower (or the terms of any Media License licensed to Borrower under licenses that may lawfully be transferred or Entravision Media Licenseused by Borrower’s permittees) and that are used or useful to access, organize, input, read, print or otherwise output and otherwise handle or use such information and data. 10.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor shall be in default hereunder and subject to compliance with the Agent for requirements of applicable laws, the benefit of the Secured Party Bank shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party Bank may have under applicable law or in equity or under this Agreement and (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under applicable laws or in equitythe Loan Agreement, all rights and remedies of a secured party the Bank under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, 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 lawGrantors and without affecting the obligations of Grantors hereunder or under the Loan Agreement, or the enforceability of the liens and security interests created hereby: (a) to foreclose the Liens liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease 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 reasonableacceptable to the Bank; (cd) to notify obligors on the Collateral that the Collateral has been assigned to the Bank and that all payments thereon are to be made directly and exclusively to the Bank; (e) 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; (df) to cause the Collateral to be registered in the name of the Bank, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent Bank may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eh) to settle, compromise or release, on terms acceptable to the AgentBank, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fi) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Bank or in the name of any Grantor; (j) 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 Bank or in the name of any PledgorGrantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or reasonably desirable by the Agent to effect collection of or to realize upon the Collateral, including INCLUDING any judicial or nonjudicial foreclosure thereof or thereon, and each Pledgor Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Bank which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement 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 Bank 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 Bank or any Pledgor, Grantors may be applied by the Agent, Bank without notice to any Pledgor, Grantors to the Secured Obligations in such order and manner as the Agent Bank 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.sole

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- 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 hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in --------- Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantor and without affecting the Obligations of Grantor hereunder or under any Pledgor except such notice as may be specifically required by applicable lawother Loan Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease 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 reasonableacceptable to Secured Party; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) 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; (df) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eh) to settle, compromise or release, on terms acceptable to the AgentSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fi) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of Grantor; (j) 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 PledgorGrantor, any and all steps, actions, suits or proceedings deemed by Secured Party 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 Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Party which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement 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 Secured Party 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 Secured Party or any Pledgor, Grantor may be applied by the Agent, Secured Party without notice to any Pledgor, Grantor to the Secured Obligations in such order and manner as the Agent Secured Party in its sole discretion shall determine; (gk) to insure, protect process and preserve the Collateral; (hl) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (im) 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 Secured Party may, at the cost and expense of the PledgorsGrantor, 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 portion of the Collateral owned by Grantor or to properly administer and control the handling of collections and realizations thereon, and the Agent Secured Party shall be deemed to have a rent-free tenancy of any premises of the Pledgors Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (n) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the Agentaddress for delivery thereof to such address as Secured Party may designate; provided -------- that Secured Party agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Nothing herein contained shall be construed Grantor will, at Secured Party's request, assemble the Collateral and make it available to give Secured Party at places which Secured Party may designate, whether at the Agent premises of Grantor or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantor for the Lenders or any purchaser purpose of Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantor's places of business, 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 Secured Party may also request, in connection therewith, the Nevada Gaming Commission to petition a District Court of the State of Nevada for the appointment of a supervisor to conduct the normal gaming activities on the premises following the appointment of a receiver. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party's behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys' fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Any surplus held by the Security Party and remaining after payment in full of all the Secured Obligations shall immediately be reassigned and redelivered to Grantor, or to the person or persons otherwise legally entitled thereto. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantor 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 sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Loan Agreement, or delivered or otherwise sent to Grantor, at least ten (10) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. ------ With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party 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 provided in the Uniform Commercial Code of California. Without limiting the foregoing, Secured Party 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, Grantor agrees that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor 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 Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer'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. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to operate 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 Stations Grantor or the Entravision Stations without the prior consent of the FCCany other Person, and Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by law Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the terms Collateral so sold, and, in case of any Media License or Entravision Media Licensesuch failure, the Collateral may be sold again.

Rights Upon Event of Default. 6.1 Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor shall be Default and provided that obligations in default hereunder and the Agent for the benefit favor of the Secured Party Senior Lender have been satisfied, the Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Collateral Agent on behalf of the Secured Party may have under this Agreement and under applicable laws law or in equityequity or under this Agreement, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction. Without limiting the foregoing, and in addition subject to the following rights and remediesconsent of the Requisite Holders, all on behalf of which may be exercised with or without further notice to any Pledgor except such notice as may be specifically required by applicable lawthe Noteholders: (a) without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to foreclose or upon the Liens and security interests created hereunder Grantor or under any other Loan Document by person (all of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances collect, receive, appropriate and realize upon any available judicial procedure or without judicial process; (b) to all of the Collateral, and/or may sell, assign lease, assign, give option or options to purchase, 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 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 deliver 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 contract 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 do any of the Collateralforegoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office or elsewhere upon such terms and each Pledgor waives conditions as the Collateral Agent may deem advisable, for cash or on credit or for future delivery without assumption of any credit risk; (b) shall have the right upon any such waiver not to affect the Agent's agreement to give notice of public sale in certain circumstances pursuant to Section 14(d))or sales, and, to the extent permitted by applicable law, upon any such private sale or sales, to purchase all or any part of the Collateral so sold, free of any right to receive notice or equity of any public redemption in the Grantor, which right or private judicial equity is hereby waived 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 Documentsreleased; and (ic) to removeshall apply the net proceeds of any such collection, from recovery, receipt, appropriation, realization or sale, after deducting all reasonable expenses incurred therein or in connection with the care or safekeeping of 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 in any way relating to properly administer the Collateral or the rights of the Noteholders under this Agreement (including, without limitation, reasonable attorneys’ fees and control expenses) to the handling payment in whole or in part of collections and realizations thereonthe Secured Obligations, in such order as the Collateral Agent may elect, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Collateral Agent account for the surplus, if any, to the Grantor. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed to have a rent-free tenancy reasonable and proper if given at least ten (10) days before such sale or other disposition. The Grantor shall remain liable for any deficiency if the proceeds 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 sale or the Lenders or any purchaser other disposition of the Collateral are insufficient to pay the right to operate any of Secured Obligations and the Stations or the Entravision Stations without the prior consent of the FCC, to the extent required by law or the terms reasonable fees and disbursements of any Media License or Entravision Media Licenseattorneys employed by the Collateral Agent to collect such deficiency.

Rights Upon Event of Default. Upon Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor shall be in default hereunder and the Collateral Agent for the benefit of the Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Collateral Agent on behalf of the Secured Party may have under applicable law or in equity or under this Agreement and (including all rights set forth in Section 6 hereof) or under applicable laws or in equitythe Indenture, all of its rights and remedies of as a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, 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 lawGrantor and without affecting the Obligations of Grantor hereunder or under the Indenture, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale [or at any broker's ’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 reasonableacceptable to Collateral Agent; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Collateral Agent and that all payments thereon are to be made directly and exclusively to Collateral Agent; (e) 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; (df) to cause the Collateral to be registered in the name of Collateral Agent, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Collateral Agent may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eh) to settle, compromise or release, on terms acceptable to the Collateral Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fi) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Collateral Agent or in the name of Grantor; (j) 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 Collateral Agent or in the name of any PledgorGrantor, any and all steps, actions, suits or proceedings deemed by Collateral Agent 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 Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Collateral Agent which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement 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 Collateral 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 Collateral Agent or any Pledgor, Grantor may be applied by the Agent, Collateral Agent without notice to any Pledgor, Grantor to the Secured Obligations in such order and manner as the Collateral Agent in its sole discretion shall determine; (gk) to insure, protect process and preserve the Collateral; (hl) to exercise all rights, remedies, powers or privileges provided under any of the Loan DocumentsIndenture; and (im) 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 Collateral Agent may, at the cost and expense of the PledgorsGrantor, 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 portion of the Collateral owned by Grantor or to properly administer and control the handling of collections and realizations thereon, and the Collateral Agent shall be deemed to have a rent-free tenancy of any premises of the Pledgors Grantor for such purposes and for such periods of time as reasonably required by Collateral Agent; (n) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Collateral Agent may designate; provided that Collateral Agent agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Collateral Agent’s sole option and as Collateral Agent in its sole discretion may deem advisable. Nothing herein contained shall be construed Grantor will, at Collateral Agent’s request, assemble the Collateral and make it available to give Collateral Agent at places which Collateral Agent may designate, whether at the Agent premises of Grantor or elsewhere, and will make available to Collateral Agent, free of cost, all premises, equipment and facilities of Grantor for the Lenders or any purchaser purpose of Collateral Agent’s taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Collateral Agent also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral may be held at any office of Collateral Agent, or at Grantor’s places of business, 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 Collateral Agent may also request, in connection therewith, the Nevada Gaming Commission to petition a District Court of the State of Nevada for the appointment of a supervisor to conduct the normal gaming activities on the premises following the appointment of a receiver. Collateral 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, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Collateral Agent or any Person on Collateral Agent’s behalf may bid and purchase at any such sale or other disposition. Subject to the terms of the Intercreditor Agreement, the net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Collateral Agent in its sole and absolute discretion. Subject to the terms of the Intercreditor Agreement, Grantor and any other Person then obligated therefor shall pay to Collateral Agent on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Collateral Agent will send or otherwise make available to Grantor 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 sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Indenture, or delivered or otherwise sent to Grantor, at least five (5) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable laws, Collateral Agent may subject to the terms of the Intercreditor Agreement, 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 provided in the UCC. Without limiting the foregoing but subject to the terms of the Intercreditor Agreement, Collateral 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, Grantor agrees that if such Collateral is sold for a price which Collateral Agent in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Collateral Agent shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor 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 Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’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. Upon consummation of any sale of Collateral hereunder, Collateral Agent shall, subject to the terms of the Intercreditor Agreement, have the right to operate 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 Stations Grantor or the Entravision Stations without the prior consent of the FCCany other Person, and Grantor hereby waives (to the extent required permitted by applicable laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. If the terms sale of all or any part of the Collateral is made on credit or for future delivery, Collateral Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Collateral Agent, and any Collateral so sold may be retained by Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof. Collateral Agent 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 Media License or Entravision Media Licensesuch failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of DefaultDefault under the Amended and Restated Credit Agreement, each Pledgor shall be in default hereunder subject to compliance with the requirements of any applicable Gaming Laws and the Agent for the benefit of the Liquor Laws, Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction the applicable jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the obligations of Grantors hereunder or under any Pledgor except such notice as may be specifically required by applicable lawother Loan Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale [or at any broker's ’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 reasonableacceptable to Secured Party, provided, however, that Secured Party shall first apply for and receive all approvals of applicable Gaming Boards to the extent required for the sale or disposition of slot machines and other gaming property, equipment or devices; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) 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; (df) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eh) to settle, compromise or release, on terms acceptable to the AgentSecured Party, in whole or in part, any amounts owing on the Collateral Collateral, and/or any disputes with respect thereto; (fi) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of any Grantor; (j) 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 PledgorGrantor, any and all steps, actions, suits or proceedings deemed by Secured Party 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 Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Party which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement 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 Secured Party 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 Secured Party or any Pledgor, may be Grantors maybe applied by the Agent, Secured Party without notice to any Pledgor, Grantors to the Secured Obligations in such order and manner as the Agent Secured Party in its sole discretion shall determine; (gk) to insure, protect process and preserve the Collateral; (hl) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (im) 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 Secured Party may, at the cost and expense of the Pledgorseach Grantor, 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 portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and the Agent Secured Party shall be deemed to have a rent-free tenancy of any premises of the Pledgors any Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (n) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the Agentaddress for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. Nothing herein contained shall be construed to give Grantors will, at Secured Party’s request, assemble the Agent or the Lenders Collateral (or any purchaser part thereof, as requested) and make it available to Secured Party at places which Secured Party may reasonably designate (subject to the approval of any applicable Gaming Board), whether at the premises of Grantors or elsewhere (provided, however, that Grantors shall not be required to deliver Collateral consisting of gaming devices to a location in a jurisdiction where possession of such items is unlawful), and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantors for the purpose of Secured Party’s taking possession of such Collateral or storing the same or removing or putting such Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of any applicable Gaming Laws, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantors hereby expressly consent upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantors’ places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral being within the view of prospective purchasers. With respect to any Collateral located within or subject to the jurisdiction of a Gaming Board, Secured Party may also request, in connection therewith, such Gaming Board to petition such local judicial or administrative tribunal or other authority as may be deemed appropriate by Secured Party for the appointment of a supervisor or similar official to conduct the normal gaming activities on the premises following the appointment of a receiver or similar remedy. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantors expressly waive any right to direct the order and manner of sale of any Collateral. Subject to applicable Laws, Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable and documented Attorney Costs) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating the Collateral and the like, and then to the satisfaction of the Secured Obligations with application as to any particular Secured Obligations to be in the order set forth in the Amended and Restated Credit Agreement or other Loan Documents. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Notwithstanding the foregoing or any other provision contained in this Agreement, the remedies provided by this Agreement shall in no way include the right to operate take any action in contravention of any applicable Gaming Laws. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to the Grantor thereof, such notice as may be required by the applicable Uniform Commercial Code of the Stations time and place of any public sale thereof or the Entravision Stations without the prior consent of the FCCtime on or after which any private sale thereof is to be made. Each Grantor hereby irrevocably appoints Borrower as its agent for the purpose of receiving notices hereunder and agrees that such Grantor shall be deemed to have conclusively received any such notice when received by Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. Upon consummation of any sale of Collateral hereunder, 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 any Grantor or any other Person, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by law Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the terms Collateral so sold, and, in case of any Media License or Entravision Media Licensesuch failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor shall be in default hereunder and subject to compliance with the Agent for requirements of applicable laws, the benefit of the Secured Party Bank shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party Bank may have under applicable law or in equity or under this Agreement and (INCLUDING, without limitation, all rights set forth in SECTION 5 hereof) or under applicable laws or in equitythe Loan Agreement, all rights and remedies of a secured party the Bank under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, 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 lawGrantor and without affecting the obligations of Grantor hereunder or under the Loan Agreement, or the enforceability of the liens and security interests created hereby: (a) to foreclose the Liens liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to sell, assign assign, lease 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 reasonableacceptable to the Bank; (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, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent Bank may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (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 Bank or in the name of any PledgorGrantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or reasonably desirable by the Agent to effect collection of or to realize upon the Collateral, including INCLUDING any judicial or nonjudicial foreclosure thereof or thereon, and each Pledgor Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Bank which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement 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 Bank 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 Bank or any Pledgor, Grantor may be applied by the Agent, Bank without notice to any Pledgor, Grantor to the Secured Obligations in such order and manner as the Agent Bank in its sole discretion shall determine; (gk) to insure, protect process and preserve the Collateral; (hl) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (im) to removereceive, from any premises where open and dispose of all mail addressed to Grantor and notify postal authorities to change the same address for delivery thereof to such address as the Bank may be located, designate; PROVIDED that the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating Bank agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Agent may, Collateral; all at the cost Bank's sole option and expense of as the Pledgors, use such of Bank in its supplies, equipment, facilities and space at its places of business as sole discretion 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 Licensedeem advisable.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- 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 hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction where any Collateral may be located, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantor and without affecting the Obligations of the Grantor hereunder or under any Pledgor except such notice as may be specifically required by applicable lawother Loan Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease 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 reasonableacceptable to the Secured Party; (cd) to notify obligors on the Collateral that the Collateral has been assigned to the Secured Party and that all payments thereon are to be made directly and exclusively to the Secured Party; (e) 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; (df) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eg) to settle, compromise or release, on terms acceptable to the AgentSecured Party, in whole or in part, any amounts owing on the Collateral and/or any 166 disputes with respect thereto; (fh) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Secured Party or in the name of the Grantor; (i) 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 Pledgorthe Grantor, any and all steps, actions, suits or proceedings deemed by the Secured Party 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 the Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Party 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))Grantor, to the fullest extent permitted by applicable lawLaw, waives any right not expressly provided for in this Agreement 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 Secured Party in exchange for or on 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 action, taken by the Agent Secured Party or any Pledgor, the Grantor may be applied by the Agent, Secured Party without notice to any Pledgor, the Grantor to the Secured Obligations in such order and manner as the Agent Secured Party in its sole discretion shall determine; (gj) to insure, protect and preserve the Collateral; (hk) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (i1) 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 Secured Party, may, at the cost and expense of the PledgorsGrantor, use such of its the Grantor's 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 Secured Party shall be deemed to have a rent-free tenancy of any premises of the Pledgors Grantor for such purposes and for such periods of time as reasonably required by the AgentSecured Party; (m) to receive, open and dispose of all mail addressed to the Grantor and notify postal authorities to change the address for delivery thereof to such address as the Secured Party may designate; provided that the Secured Party agrees that it will promptly deliver over to the Grantor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies, of an owner of the Collateral; all at the Secured Party's sole option and as the Secured Party in its sole discretion may deem advisable. Nothing herein contained shall be construed The Grantor will, at the Secured Party's request, assemble the Collateral and make it available to give the Agent Secured Party at places which the Secured Party may designate, whether at the premises of the Grantor or elsewhere, and will make available to the Lenders or any purchaser Secured Party, free of cost, all premises, equipment and facilities of the Grantor for the purpose of the Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, the Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and the Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral 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 ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of the Secured Party, or at the Grantor's places of business, 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 Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and the Grantor expressly waives any right to direct the order and manner of sale of any Collateral. To the extent permitted by applicable Law, the Secured Party or any person on the Secured Party's behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses including reasonable attorneys' fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and, subject to the Loan Agreement, then to the satisfaction of the Secured Obligations in such order as shall be determined by the Secured Party in its sole and absolute discretion. The Grantor and any other Person then obligated therefor shall pay to the Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party will send or otherwise make available to the Grantor 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 Grantor expressly agrees that the requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to the Grantor at its address set forth in the Loan Agreement, or delivered or otherwise sent to the Grantor, at least five (5) days before the date of the sale. The Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933 or other applicable Laws, the Secured Party 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 Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, the Secured Party 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 168 the distribution or resale thereof. In the event that any such Collateral is sold at private sale, the Grantor agrees that if such Collateral is sold for a price which the Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) the Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) the Secured Party shall not incur any liability or responsibility to the Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. The Grantor 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 Secured Party of any such Collateral for an amount substantially less than, a pro rata share of the fair market value of the issuers 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. Upon consummation of any sale of Collateral hereunder, the Secured Party shall have the right to operate 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 Stations Grantor or any other Person, and the Entravision Stations without the prior consent of the FCC, Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, the Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by law the Secured Party, and any Collateral so sold may be retained by the Secured Party 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 terms Collateral so sold, and, in case of any Media License or Entravision Media Licensesuch failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- 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 hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party may have under applicable Law or in equity or under this Agreement and (INCLUDING, without limitation, all rights set forth in SECTION 5 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction California and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantor and without affecting the Secured Obligations of Grantor hereunder or under any Pledgor except such notice as may be specifically required by applicable lawother Loan Document, or the enforceability of the Liens created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease 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 reasonableacceptable to Secured Party; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) 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; (df) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eh) to settle, compromise or release, on terms acceptable to the AgentSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fi) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of Grantor; (j) 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 PledgorGrantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or reasonably desirable by the Agent to effect collection of or to realize upon the Collateral, including INCLUDING any judicial or nonjudicial foreclosure thereof or thereon, and each Pledgor Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Party which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement 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 Property received by the Agent Secured Party 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 Secured Party or any Pledgor, Grantor may be applied by the Agent, Secured Party without notice to any Pledgor, Grantor to the Secured Obligations in such order and manner as the Agent Secured Party in its sole discretion shall determine; (gk) to insure, protect process and preserve the Collateral; (hl) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (im) 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 Secured Party may, at the cost and expense of the PledgorsGrantor, 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 Secured Party shall be deemed to have a rent-free tenancy of any premises of the Pledgors Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (n) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the Agentaddress for delivery thereof to such address as Secured Party may designate; PROVIDED that Secured Party agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Nothing herein contained shall be construed Grantor will, at Secured Party's request, assemble the Collateral and make it available to give Secured Party at places which Secured Party may reasonably designate, whether at the Agent premises of Grantor or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantor for the Lenders or any purchaser purpose of Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantor hereby expressly consents upon the occurrence and during continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantor's place of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral's being within the view of prospective purchasers. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party's behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys' fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantor 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 sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Loan Agreement, or delivered or otherwise sent to Grantor, at least five (5) days before the date of the sale. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, limited liability company interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party 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 Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party 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, Grantor agrees that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be not be deemed to be commercially unreasonable by reason of price, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor 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 Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer'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. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to operate 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 Stations Grantor or the Entravision Stations without the prior consent of the FCCany other Person, and Grantor hereby waives (to the extent required permitted by law applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the terms future have under any rule of any Media License Law or Entravision Media Licensestatute now existing or hereafter enacted.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- 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 hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party may have under applicable law or in equity or under this Agreement and (including, without limitation, all rights set forth in --------- Section 6 hereof) or under applicable laws or in equitythe Notes, all rights and remedies of a secured party --------- under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantor and without affecting the obligations of Grantor hereunder or under any Pledgor except such notice as may be specifically required by applicable lawNotes, or the enforceability of the liens and security interests created hereby: (a) to foreclose the Liens liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease 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 reasonableacceptable to Secured Party; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) 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; (df) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent Secured Party may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eg) to settle, compromise or release, on terms acceptable to the AgentSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fh) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of Grantor; (i) 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 PledgorGrantor, any and all steps, actions, suits or proceedings deemed by Secured Party 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 Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Party which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement 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 Secured Party 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 Secured Party or any Pledgor, Grantor may be applied by the Agent, Secured Party without notice to any Pledgor, Grantor to the Secured Obligations in such order and manner as the Agent Secured Party in its sole discretion shall determine; (gj) to insure, protect process and preserve the Collateral; (hk) to exercise all rights, remedies, powers or privileges provided under any of the Loan DocumentsNotes; and (il) 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 Secured Party may, at the cost and expense of the PledgorsGrantor, 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 Secured Party shall be deemed to have a rent-free tenancy of any premises of the Pledgors Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (m) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the Agentaddress for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Nothing herein contained shall be construed Grantor will, at Secured Party's request, assemble the Collateral and make it available to give Secured Party at places which Secured Party may designate, whether at the Agent premises of Grantor or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantor for the Lenders or any purchaser purpose of Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantor's places of business, or at any other place permitted by applicable law, and without the necessity of the Collateral being within the view of prospective purchasers. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any person on Secured Party's behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys' fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantor and any other person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantor 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 sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in Section 15, or delivered ---------- or otherwise sent to Grantor in accordance with the provisions of Section 15, at ---------- least five (5) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933 or other applicable laws, Secured Party 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 Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party 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, Grantor agrees that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor 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 Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer'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. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to operate 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 Stations Grantor or the Entravision Stations without the prior consent of the FCCany other person, and Grantor hereby waives (to the extent required permitted by applicable laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. If the terms sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. 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 Media License or Entravision Media Licensesuch failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor the Grantors shall be in default hereunder and the Agent for the benefit of the Secured Party and, subject to applicable law, Lender 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 Lender 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 the Grantors except such notice as may be specifically required by applicable law: (ai) to foreclose the Liens and security interests created hereunder or under any other Loan Document by any available judicial procedure or without judicial process; (bii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to sell, assign assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale [or at any broker's ’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; (civ) to notify obligors on the Collateral that the Collateral has been assigned to Lender and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Lender; (v) 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; (dvi) 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 Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as the Agent Lender reasonably deems appropriate and is commercially reasonable; (evii) to settle, compromise or release, on terms acceptable to the AgentLender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fviii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Lender; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the Secured Party or in the name of any Pledgorapplicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by the Agent Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Pledgor Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Lender 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))Grantor waives, 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 Lender 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 Lender or any Pledgorof the Grantors, may be applied by the AgentLender, without notice to any Pledgorthe Grantors, to the Obligations in such order and manner as the Agent Lender in its their sole discretion shall determine; (gx) to insure, protect and preserve the Collateral; (hxi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (ixii) 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 Lender may, at the cost and expense of the PledgorsGrantors, 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 Lender shall be deemed to have a rent-free tenancy of any premises of the Pledgors Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Agent. Nothing herein contained shall be construed Collateral and make it available to give Lender at places which Lender may designate, whether at the Agent premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the Lenders or any purchaser purpose of Lender’s taking possession of the Collateral or storing the right to operate any same or removing or putting the Collateral in salable form or selling or disposing 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 Licensesame.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- 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 hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the Obligations of Grantors hereunder or under any Pledgor except such notice as may be specifically required by applicable lawother Loan Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease 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 reasonableacceptable to Secured Party; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) 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; (df) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eg) to settle, compromise or release, on terms acceptable to the AgentSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fh) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of Grantors; (i) 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 PledgorGrantors, any and all steps, actions, suits or proceedings deemed by Secured Party 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 Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Party which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement 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 Secured Party 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 Secured Party or any Pledgor, Grantors may be applied by the Agent, Secured Party without notice to any PledgorGrantors, to the Secured Obligations in such order and manner as the Agent Secured Party in its sole discretion shall determine; (gj) to insure, protect process and preserve the Collateral; (hk) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (il) 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 Secured Party may, at the cost and expense of the PledgorsGrantors, 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 Secured Party shall be deemed to have a rent-free tenancy of any premises of the Pledgors Grantors for such purposes and for such periods of time as reasonably required by the Agent. Nothing herein contained shall be construed Secured Party; (m) to give the Agent or the Lenders receive, open and dispose of all mail addressed to Grantors, or any purchaser of them, and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to Grantors such mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Grantors will, at Secured Party's request, assemble the Collateral and make it available to Secured Party at places which Secured Party may designate, whether at the premises of Grantors or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantors for the purpose of Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at any Grantor's place of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral's being within the view of prospective purchasers. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantors, expressly waive any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party's behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including attorneys' fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantors 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 sending notice conclusively shall be met if such notice is given in the manner contemplated by the Loan Agreement at least ten (10) days before the date of the sale. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, limited liability company memberships, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933 or other applicable Laws, Secured Party 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 Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party 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 Grantor agrees that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) no Grantor shall be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to any Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor 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 Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer'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. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to operate 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 Stations any Grantor or the Entravision Stations without the prior consent of the FCCany other Person, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by law Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the terms Collateral so sold, and, in case of any Media License or Entravision Media Licensesuch failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon Subject to the terms of the Subordination Agreement and upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor the Grantors shall be in default hereunder and the Agent for the benefit of the Secured Party Lender 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 Lender may have under this Agreement and under and to the maximum extent permitted by 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 Grantor except such notice as may be specifically required by applicable law and to the maximum extent permitted by applicable law: (ai) to foreclose the Liens and security interests created hereunder or under any other Loan Document by any available judicial procedure or without judicial process; (bii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to sell, assign assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale [or at any broker's ’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; (civ) to notify obligors on the Collateral that the Collateral has been assigned to the Lender and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to the Lender; (v) 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; (dvi) 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 Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as the Agent reasonably Lender deems appropriate and is commercially reasonableappropriate; (evii) to settle, compromise or release, on terms acceptable to the AgentLender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fviii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Lender or in the name of any Grantor; (ix) 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 Lender or in the name of any PledgorGrantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by the Agent Lender to effect collection of or to realize upon the Collateral, including including, any judicial or nonjudicial foreclosure thereof or thereon, and each Pledgor Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Lender 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 Lender 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 Lender or the Agent or any Pledgor, Grantor may be applied by the AgentLender, without notice to any Pledgorsuch Grantor, to the Obligations in such order and manner as the Agent Lender in its sole discretion shall determine; (gx) to insure, protect and preserve the Collateral; (hxi) to exercise all rights, remedies, powers or privileges provided under any of the other Loan Documents; and (ixii) 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 Lender may, at the cost and expense of the Pledgorseach Grantor, 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 Lender shall be deemed to have a rent-free tenancy of any premises of the Pledgors such Grantor for such purposes and for such periods of time as reasonably required by the AgentLender. Nothing herein contained shall be construed Each Grantor will, at the Lender’s request, assemble the Collateral and make it available to give the Agent Lender at places which the Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to the Lenders or any purchaser Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of the Lender’s taking possession of the Collateral or storing the right to operate any same or removing or putting the Collateral in salable form or selling or disposing of the Stations same. The Lender has no obligation to clean-up or otherwise prepare 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 LicenseCollateral for sale.

Rights Upon Event of Default. Upon Subject to compliance with applicable Gaming Laws, upon the occurrence and during the ---------------------------- 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 hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantor and without affecting the Obligations of Grantor hereunder or under any Pledgor except such notice as may be specifically required by applicable lawother Loan Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale [or at any broker's ’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 reasonableacceptable to Secured Party; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal 7 Any public or private sale or other sums now disposition of the Collateral may be held at any office of Secured Party, or hereafter payable upon at Grantor’s places of business, or on account at any other place permitted by applicable Law, and without the necessity of the Collateral; (d) ’s being within the view of prospective purchasers. Secured Party may also request, in connection therewith, the Nevada Gaming Commission to enter into any extension, reorganization, disposition, merger or consolidation agreementpetition a District Court of the State of Nevada for the appointment of a supervisor to conduct the normal gaming activities on the premises following the appointment of a receiver. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other agreement relating disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease 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 or affecting lease, selling, leasing, collecting and liquidating the Collateral, and in connection therewith the Agent may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as the Agent reasonably deems appropriate like; and is commercially reasonable; (e) to settle, compromise or release, on terms acceptable then 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 satisfaction of the Secured Party or Obligations, with application as to any particular Secured Obligations to be in the name of any Pledgor, any order set forth in the Credit Agreement or other Loan Documents. Grantor 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 Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may release any obligor from personal liability on any remain after such sale, disposition, collection or liquidation of the Collateral. Any surplus held by the Security Party and remaining after payment in full of all the Secured Obligations shall immediately be reassigned and redelivered to Grantor, and each Pledgor waives (such waiver not or to affect the Agent's agreement person or persons otherwise legally entitled thereto. Unless the Collateral is perishable or threatens to give decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantor reasonable notice of the time and place of any public sale in certain circumstances pursuant thereof or of the time on or after which any private sale thereof is to Section 14(d))be made. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the extent permitted by applicable lawCredit Agreement, or delivered or otherwise sent to Grantor, at least ten (10) days before the date of the sale. Grantor expressly waives 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 Collateral or other property received by security for the Agent Secured Obligations except as expressly provided for 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 this paragraph. Secured Party (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 in its then present condition or following such preparation and processing as Secured Party deems commercially reasonable, (ii) shall have no duty to properly administer prepare or process the Collateral prior to sale, (iii) may disclaim warranties of title, possession, quiet enjoyment and control the handling of collections and realizations thereonlike, and (iv) may comply with any applicable state or federal law requirements in connection with a disposition of the Agent Collateral and none of the foregoing actions shall be deemed to have a rent-free tenancy of any premises adversely affect the commercial reasonableness 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 disposition 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.Collateral. 9

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor shall be in default hereunder and the Collateral Agent for the benefit of the Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Collateral Agent on behalf of the Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Note Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantor (except to the extent notice is otherwise required to be given pursuant to the fourth paragraph this Section 10) and without affecting the Obligations of Grantor hereunder or under any Pledgor except such notice as may be specifically required by applicable lawother Note Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale [or at any broker's ’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 reasonableacceptable to Collateral Agent; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Collateral Agent and that all payments thereon are to be made directly and exclusively to Collateral Agent; (e) 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; (df) to cause the Collateral to be registered in the name of Collateral Agent, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Collateral Agent may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eh) to settle, compromise or release, on terms acceptable to the Collateral Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fi) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Collateral Agent or in the name of Grantor; (j) 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 Collateral Agent or in the name of any PledgorGrantor, any and all steps, actions, suits or proceedings deemed by Collateral Agent 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 thereonthereon in accordance with applicable Law, and each Pledgor Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Collateral Agent which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement 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 Collateral 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 Collateral Agent or any Pledgor, Grantor may be applied by the Agent, Collateral Agent without notice to any Pledgor, Grantor to the Secured Obligations in such order and manner as the Collateral Agent in its sole discretion shall determine; (gk) to insure, protect process and preserve the Collateral; (hl) to exercise all rights, remedies, powers or privileges provided under any of the Loan Note Documents; and (im) 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 Collateral Agent may, at the cost and expense of the PledgorsGrantor, use such of its supplies, equipment, facilities and space at its places of business as may be reasonably necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by Grantor or to properly administer and control the handling of collections and realizations thereon, and the Collateral Agent shall be deemed to have a rent-free tenancy of any premises of the Pledgors Grantor for such purposes and for such periods of time as reasonably required by Collateral Agent; (n) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Collateral Agent may designate; provided that Collateral Agent agrees that it will promptly deliver over to Grantor such mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Collateral Agent’s sole option and as Collateral Agent in its sole discretion may deem advisable. Nothing herein contained shall be construed to give Grantor will, at Collateral Agent’s written request, assemble the Agent or the Lenders Collateral (or any purchaser part thereof, as requested) and make it available to Collateral Agent at places which Collateral Agent may designate, whether at the premises of Grantor or elsewhere (provided, however, that Grantor shall not be required to deliver Collateral consisting of gaming devices to a location in a jurisdiction where possession of such items is unlawful), and will make available to Collateral Agent, free of cost, all premises, equipment and facilities of Grantor for the purpose of Collateral Agent’s taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral may be held at any office of Collateral Agent, or at Grantor’s place of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral being within the view of prospective purchasers. With respect to any Collateral located within or subject to the jurisdiction of the Gaming Authority, Collateral Agent may also request, in connection therewith, the Gaming Authority to petition such local judicial or administrative tribunal or other authority as may be deemed appropriate by Collateral Agent for the appointment of a supervisor or similar official to conduct the normal gaming activities on the premises following the appointment of a receiver or similar remedy. Collateral 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, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Collateral Agent or any Person on Collateral Agent’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Collateral Agent in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Collateral Agent on written demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Collateral Agent will send or otherwise make available to Grantor, 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 sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address designated below, at least ten days before the date of the sale, Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933 or other applicable Laws, Collateral 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 Collateral Agent may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Collateral 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, Grantor agrees that if such Collateral is sold for a price which Collateral Agent in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Collateral Agent shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor 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 Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’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. Upon consummation of any sale of Collateral hereunder, Collateral Agent shall have the right to operate 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 Stations Grantor or the Entravision Stations without the prior consent of the FCCany other Person, and Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Collateral Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by law Collateral Agent, and any Collateral so sold may be retained by Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof. Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the terms Collateral so sold, and, in case of any Media License or Entravision Media Licensesuch failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor shall be in default hereunder and the Agent for the benefit of the Secured Party Lender shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party Lender may have under this Agreement and under applicable laws law or in equityequity or under this Loan Agreement (including, but not limited to, all rights set forth in Article VII hereof) or under the Promissory Note, all rights and remedies of a secured party under the Uniform Commercial Code UCC as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, 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 lawBorrower and without affecting the Secured Obligations, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease 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 reasonableacceptable to Lender; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Lender and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of Lender; (e) to collect by legal proceedings or otherwise all dividends, distributionsDistributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (df) to cause the Collateral to be registered in the name of Lender, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent Lender may deposit or surrender control of the Collateral and/or or accept other property Property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eh) to settle, compromise or release, on terms acceptable to the AgentLender, in whole or in part, any amounts owing on the Collateral and/or or any disputes with respect thereto; (fi) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender or in the name of Borrower; (j) 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 Lender or in the name of any PledgorBorrower, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Lender which may release any obligor from personal liability on any of the Collateral, and each Pledgor Borrower 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 not expressly provided for in this Loan Agreement 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 Lender 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 Lender or any Pledgor, Borrower may be applied by the Agent, Lender without notice to any Pledgor, Borrower to the Secured Obligations in such order and manner as the Agent Lender in its sole discretion shall determine; (gk) to insure, protect process and preserve the Collateral; (hl) to exercise all rights, remedies, powers or privileges provided under any of this Loan Agreement or the Loan DocumentsPromissory Note; and (im) 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 Lender may, at the cost and expense of the PledgorsBorrower, 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 portion of the Collateral owned by Borrower or to properly administer and control the handling of collections and realizations thereon, and the Agent Lender shall be deemed to have a rent-free tenancy of any premises of the Pledgors Borrower for such purposes and for such periods of time as reasonably required by Lender; (n) to receive, open and dispose of all mail addressed to Borrower and notify postal authorities to change the Agentaddress for delivery thereof to such address as Lender may designate; provided that Lender agrees that it will promptly deliver over to Borrower such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Lender's sole option and as Lender in its sole discretion may deem advisable. Nothing herein contained shall be construed Borrower shall, at Lender's request, assemble the Collateral and make it available to give Lender at places that Lender may reasonably designate, whether at the Agent premises of Borrower or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of Borrower for the Lenders or any purchaser purpose of Lender's taking possession of the Collateral or storing same or removing or putting the right to operate any Collateral in salable form or selling or disposing 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 Licensesame.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor Grantor 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 Grantor 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 enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease 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; (cd) to notify obligors on the Collateral that the Collateral has been assigned to the Agent for the benefit of Secured Party and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to the Agent for the account of Secured Party; (e) 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; (df) 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 control of the Collateral and/or accept other property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonable; (eg) to settle, compromise or release, on terms acceptable to the AgentManaging Agents, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fh) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Agent for the benefit of Secured Party or in the name of Grantor; (i) 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 PledgorGrantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by the Agent Managing Agents to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Pledgor Grantor 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))Grantor waives, 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, Grantor may be applied by the Agent, without notice to any PledgorGrantor, to the Obligations in such order and manner as the Agent Managing Agents in its their sole discretion shall determine; (gj) to insure, protect and preserve the Collateral; (hk) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (il) 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 PledgorsGrantor, 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 Grantor for such purposes and for such periods of time as reasonably required by the Agent. Grantor will, at the Agent's request, assemble the Collateral and make it available to the Agent at places which the Agent may designate, whether at the premises of Grantor or elsewhere, and will make available to the Agent, free of cost, all premises, equipment and facilities of Grantor for the purpose of the Agent's taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same. Nothing herein contained shall be construed to give the Agent Agent, the Managing Agents 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.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- 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, have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the which Secured Party may have under applicable law or in equity or under this Agreement and under applicable laws or in equity(including, without limitation, all rights set forth in Section 6 hereof) or under any other Loan Document, all of its rights and remedies of as a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction, and in addition the following rights and remedies, all of which may be exercised to the maximum extent permitted by law with or without further notice to any Pledgor except such notice as may be specifically required by applicable lawGrantor and without affecting the liability of Grantor hereunder or the enforceability of the security interests created hereby: (a) to foreclose the Liens liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; (c) to sell, assign assign, lease 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 reasonableacceptable to Secured Party; (c) d)to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e)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 f)to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent therewith, Secured Party may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eg) to settle, compromise or release, on terms acceptable to the AgentSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect theretoCollateral; (fh) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of Grantor; (i) 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 PledgorGrantor, any and all steps, actions, suits or proceedings deemed by Secured Party 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 Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Party which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement 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 Secured Party 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 Secured Party or any Pledgor, may Grantor shall be applied by the Agent, Secured Party without notice to any Pledgor, Grantor to the Obligations Obligation(s) in the order and manner as is provided for in the Loan Agreement or, if no such provision is applicable, in such order and manner as the Agent Secured Party in its sole discretion shall determine; (gj) to insure, protect process and preserve the Collateral; (hk) to exercise all rights, remedies, powers or privileges provided rights under any of the Loan Documents; and (il) to remove, 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 Secured Party may, at the cost and expense of the PledgorsGrantor, use such of its supplies, equipment, facilities supplies 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 portion of the Collateral owned by it or the handling of collections and realizations thereon; (m)to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (n)to exercise all other rights, powers and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Grantor will, at Secured Party's request, assemble all Collateral and make it available to Secured Party at places which Secured Party may designate, whether at the premises of Grantor or elsewhere, and will make available to Secured Party all premises and facilities of Grantor for the Agent shall be deemed to have a rent-free tenancy purpose 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 Secured Party's taking possession of the Collateral or removing or putting 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 LicenseCollateral in salable form.

Rights Upon Event of Default. Upon 6.1 Subject to the rights of the Senior Lenders, including but not limited to as set forth in Section 17.1 below, upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor shall be in default hereunder and the Collateral Agent for the benefit of the Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Collateral Agent on behalf of the Secured Party may have under this Agreement and under applicable laws law or in equityequity or under this Agreement, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction. Without limiting the foregoing, and in addition the following rights and remediesCollateral Agent, on behalf of the Investors, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon the Grantors or any other person (all of which demands, defenses, advertisements and notices are hereby waived), may be exercised with in such circumstances collect, receive, appropriate and realize upon any or without further notice to any Pledgor except such notice as all of the Collateral, and/or 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 lease, assign, give option or options to purchase, 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 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 deliver any or all of the Collateral and take (or bringcontract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office or elsewhere upon such terms and conditions as the name Collateral Agent may deem advisable, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent, on behalf of the Secured Party Investors, shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase all or any part of the Collateral so sold, free of any right or equity of redemption in the Grantors, which right or equity is hereby waived or released. The Collateral Agent, on behalf of the Investors, shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable expenses incurred therein or in connection with the name care or safekeeping 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 in any way relating to the Collateral or the rights of the Investors under this Agreement (including, without limitation, reasonable attorneys’ fees and expenses) to the payment in whole or in part of the Obligations, and only after such application and after the payment by the Collateral Agent of any other action taken amount required by any provision of law, need the Lenders which may release any obligor from personal liability on any of Collateral Agent account for the Collateralsurplus, 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))if any, to the Grantors. To the extent permitted by applicable law, the Grantors waive all claims, damages and demands they may acquire against the Collateral Agent arising out of the exercise by the Collateral Agent of any right to receive of its rights hereunder. If any notice of any public or private judicial or nonjudicial a proposed sale or foreclosure other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. The Grantors shall remain liable for any deficiency if the proceeds of any security or any of the Collateral, and any money sale 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 are insufficient to properly administer and control pay the handling of collections and realizations thereon, Obligations and the Agent shall be deemed to have a rent-free tenancy reasonable fees and disbursements of any premises of the Pledgors for such purposes and for such periods of time as reasonably required attorneys employed by the Agent. Nothing herein contained shall be construed Collateral Agent 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 Licensecollect such deficiency.

Rights Upon Event of Default. 6.1 Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor shall be in default hereunder and upon the Agent for the benefit appointment of the Secured Party Collateral Agent as set forth herein and in the Purchase Agreement, the Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Collateral Agent on behalf of the Secured Party may have under this Agreement and under applicable laws law or in equityequity or under this Agreement, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction. Without limiting the foregoing and subject to the rights of the holders of Pari Passu Notes, and in addition subject to the following rights and remediesconsent of the Requisite Holders, all on behalf of which may be exercised with or without further notice to any Pledgor except such notice as may be specifically required by applicable lawthe Noteholders: (a) without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to foreclose or upon the Liens and security interests created hereunder Grantor or under any other Loan Document by person (all of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances collect, receive, appropriate and realize upon any available judicial procedure or without judicial process; (b) to all of the Collateral, and/or may sell, assign lease, assign, give option or options to purchase, 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 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 deliver 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 contract 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 do any of the Collateralforegoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office or elsewhere upon such terms and each Pledgor waives conditions as the Collateral Agent may deem advisable, for cash or on credit or for future delivery without assumption of any credit risk; (b) shall have the right upon any such waiver not to affect the Agent's agreement to give notice of public sale in certain circumstances pursuant to Section 14(d))or sales, and, to the extent permitted by applicable law, upon any such private sale or sales, to purchase all or any part of the Collateral so sold, free of any right to receive notice or equity of any public redemption in the Grantor, which right or private judicial equity is hereby waived 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 Documentsreleased; and (ic) to removeshall apply the net proceeds of any such collection, from recovery, receipt, appropriation, realization or sale, after deducting all reasonable expenses incurred therein or in connection with the care or safekeeping of 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 in any way relating to properly administer the Collateral or the rights of the Noteholders under this Agreement (including, without limitation, reasonable attorneys’ fees and control expenses) to the handling payment in whole or in part of collections and realizations thereonthe Secured Obligations, in such order as the Collateral Agent may elect, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Collateral Agent account for the surplus, if any, to the Grantor. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed to have a rent-free tenancy reasonable and proper if given at least ten (10) days before such sale or other disposition. The Grantor shall remain liable for any deficiency if the proceeds 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 sale or the Lenders or any purchaser other disposition of the Collateral are insufficient to pay the right to operate any of Secured Obligations and the Stations or the Entravision Stations without the prior consent of the FCC, to the extent required by law or the terms reasonable fees and disbursements of any Media License or Entravision Media Licenseattorneys employed by the Collateral Agent to collect such deficiency.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor shall be in default hereunder and subject to compliance with the Agent for the benefit requirements of the applicable Laws, Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party may have under applicable Law or in equity or under this Agreement and under applicable laws or (including, without limitation, all rights set forth in equity, Section 6 hereof) all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, 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 lawGrantors and without affecting the Secured Obligations of Grantors hereunder or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale [or at any broker's ’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 reasonableacceptable to Secured Party; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) 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; (df) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eh) to settle, compromise or release, on terms acceptable to the AgentSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fi) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of any Grantor; (j) 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 PledgorGrantor, any and all steps, actions, suits or proceedings deemed by Secured Party 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 Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Party which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement 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 Secured Party 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 Secured Party or any Pledgor, Grantors may be applied by the Agent, Secured Party without notice to any Pledgor, Grantors to the Secured Obligations in such order and manner as the Agent Secured Party in its sole discretion shall determine; (gk) to insure, protect process and preserve the Collateral; (hl) to exercise all rights, remedies, powers or privileges provided under any of the Loan DocumentsCredit Agreement or the Note Agreement; and (im) 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 Secured Party may, at the cost and expense of the Pledgorseach Grantor, 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 portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and the Agent Secured Party shall be deemed to have a rent-free tenancy of any premises of the Pledgors any Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (n) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the Agentaddress for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. Nothing herein contained shall be construed Grantors will, at Secured Party’s request, assemble the Collateral and make it available to give Secured Party at places which Secured Party may reasonably designate, whether at the Agent premises of Grantors or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantors for the Lenders or any purchaser purpose of Secured Party’s taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantors hereby expressly consent upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantors’ places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral’s being within the view of prospective purchasers. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantors expressly waive any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to WD-40, as agent for Grantors and each of them, 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 sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to WD-40 at its address set forth in the Credit Agreement, or delivered or otherwise sent to WD-40, at least five (5) days before the date of the sale. Each Grantor other than WD-40 hereby irrevocably appoints WD-40 as its agent for the purpose of receiving notice of sale hereunder, and agrees that such Grantor conclusively shall be deemed to have received notice of sale when notice of sale has been given to WD-40. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party 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 Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party 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, Grantors agree that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantors shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to Grantors in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantors recognize 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 Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’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. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to operate 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 Stations any Grantor or the Entravision Stations without the prior consent of the FCCany other Person, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by law Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the terms Collateral so sold, and, in case of any Media License or Entravision Media Licensesuch failure, the Collateral may be sold again.

Rights Upon Event of Default. 6.1 Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor shall be in default hereunder and the Collateral Agent for the benefit of the Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Collateral Agent on behalf of the Secured Party may have under this Agreement and under applicable laws law or in equityequity or under this Agreement, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction. Without limiting the foregoing, and in addition subject to the following rights and remediesconsent of the Requisite Holders, all on behalf of which may be exercised with or without further notice to any Pledgor except such notice as may be specifically required by applicable lawthe Noteholders: (a) without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to foreclose or upon the Liens and security interests created hereunder Grantor or under any other Loan Document by person (all of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances collect, receive, appropriate and realize upon any available judicial procedure or without judicial process; (b) to all of the Collateral, and/or may sell, assign lease, assign, give option or options to purchase, 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 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 deliver 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 contract 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 do any of the Collateralforegoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office or elsewhere upon such terms and each Pledgor waives conditions as the Collateral Agent may deem advisable, for cash or on credit or for future delivery without assumption of any credit risk; (b) shall have the right upon any such waiver not to affect the Agent's agreement to give notice of public sale in certain circumstances pursuant to Section 14(d))or sales, and, to the extent permitted by applicable law, upon any such private sale or sales, to purchase all or any part of the Collateral so sold, free of any right to receive notice or equity of any public redemption in the Grantor, which right or private judicial equity is hereby waived 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 Documentsreleased; and (ic) to removeshall apply the net proceeds of any such collection, from recov- ery, receipt, appropriation, realization or sale, after deducting all reasonable expenses incurred therein or in connection with the care or safekeeping of 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 in any way relating to properly administer the Collateral or the rights of the Noteholders under this Agreement (including, without limitation, reasonable attorneys’ fees and control expenses) to the handling payment in whole or in part of collections and realizations thereonthe Secured Obligations, in such order as the Collateral Agent may elect, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Collateral Agent account for the surplus, if any, to the Grantor. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed to have a rent-free tenancy reasonable and proper if given at least ten (10) days before such sale or other disposition. The Grantor shall remain liable for any deficiency if the proceeds 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 sale or the Lenders or any purchaser other disposition of the Collateral are insufficient to pay the right to operate any of Secured Obligations and the Stations or the Entravision Stations without the prior consent of the FCC, to the extent required by law or the terms reasonable fees and disbursements of any Media License or Entravision Media Licenseattorneys employed by the Collateral Agent to collect such deficiency.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of DefaultDefault under the Second Amended and Restated Credit Agreement, each Pledgor shall be in default hereunder subject to compliance with the requirements of any applicable Gaming Laws and the Agent for the benefit of the Liquor Laws, Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction the applicable jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the obligations of Grantors hereunder or under any Pledgor except such notice as may be specifically required by applicable lawother Loan Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale [or at any broker's ’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 reasonableacceptable to Secured Party, provided, however, that Secured Party shall first apply for and receive all approvals of applicable Gaming Boards to the extent required for the sale or disposition of slot machines and other gaming property, equipment or devices; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) 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; (df) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eh) to settle, compromise or release, on terms acceptable to the AgentSecured Party, in whole or in part, any amounts owing on the Collateral Collateral, and/or any disputes with respect thereto; (fi) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of any Grantor; (j) 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 PledgorGrantor, any and all steps, actions, suits or proceedings deemed by Secured Party 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 Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Party which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement 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 Secured Party 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 Secured Party or any Pledgor, may be Grantors maybe applied by the Agent, Secured Party without notice to any Pledgor, Grantors to the Secured Obligations in such order and manner as the Agent Secured Party in its sole discretion shall determine; (gk) to insure, protect process and preserve the Collateral; (hl) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (im) 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 Secured Party may, at the cost and expense of the Pledgorseach Grantor, 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 portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and the Agent Secured Party shall be deemed to have a rent-free tenancy of any premises of the Pledgors any Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (n) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the Agentaddress for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. Nothing herein contained shall be construed to give Grantors will, at Secured Party’s request, assemble the Agent or the Lenders Collateral (or any purchaser part thereof, as requested) and make it available to Secured Party at places which Secured Party may reasonably designate (subject to the approval of any applicable Gaming Board), whether at the premises of Grantors or elsewhere (provided, however, that Grantors shall not be required to deliver Collateral consisting of gaming devices to a location in a jurisdiction where possession of such items is unlawful), and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantors for the purpose of Secured Party’s taking possession of such Collateral or storing the same or removing or putting such Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of any applicable Gaming Laws, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantors hereby expressly consent upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantors’ places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral being within the view of prospective purchasers. With respect to any Collateral located within or subject to the jurisdiction of a Gaming Board, Secured Party may also request, in connection therewith, such Gaming Board to petition such local judicial or administrative tribunal or other authority as may be deemed appropriate by Secured Party for the appointment of a supervisor or similar official to conduct the normal gaming activities on the premises following the appointment of a receiver or similar remedy. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantors expressly waive any right to direct the order and manner of sale of any Collateral. Subject to applicable Laws, Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable and documented Attorney Costs) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating the Collateral and the like, and then to the satisfaction of the Secured Obligations with application as to any particular Secured Obligations to be in the order set forth in the Second Amended and Restated Credit Agreement or other Loan Documents. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Notwithstanding the foregoing or any other provision contained in this Agreement, the remedies provided by this Agreement shall in no way include the right to operate take any action in contravention of any applicable Gaming Laws. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to the Grantor thereof, such notice as may be required by the applicable Uniform Commercial Code of the Stations time and place of any public sale thereof or the Entravision Stations without the prior consent of the FCCtime on or after which any private sale thereof is to be made. Each Grantor hereby irrevocably appoints Borrower as its agent for the purpose of receiving notices hereunder and agrees that such Grantor shall be deemed to have conclusively received any such notice when received by Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. Upon consummation of any sale of Collateral hereunder, 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 any Grantor or any other Person, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by law Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the terms Collateral so sold, and, in case of any Media License or Entravision Media Licensesuch failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- 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 hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the Obligations of Grantors hereunder or under any Pledgor except such notice as may be specifically required by applicable lawother Loan Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease 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 reasonableacceptable to Secured Party; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) to collect by legal proceedings or otherwise all dividends, distributionsDistributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (df) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eh) to settle, compromise or release, on terms acceptable to the AgentSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fi) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of any Grantor; (j) 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 PledgorGrantor, any and all steps, actions, suits or proceedings deemed by Secured Party 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 Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Party which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement 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 Secured Party 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 Secured Party or any Pledgor, Grantors may be applied by the Agent, Secured Party without notice to any Pledgor, Grantors to the Secured Obligations in such order and manner as the Agent Secured Party in its sole discretion shall determine; (gk) to insure, protect process and preserve the Collateral; (hl) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (im) 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 Secured Party may, at the cost and expense of the Pledgorseach Grantor, 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 portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and the Agent Secured Party shall be deemed to have a rent-free tenancy of any premises of the Pledgors any Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (n) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the Agentaddress for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Nothing herein contained shall be construed Grantors will, at Secured Party's request, assemble the Collateral and make it available to give Secured Party at places which Secured Party may reasonably designate, whether at the Agent premises of Grantors or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantors for the Lenders or any purchaser purpose of Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral may be held at any office of Agent, or at Grantors' places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral's being within the view of prospective purchasers. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantors expressly waive any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party's behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys' fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Borrower, as agent for Grantors, 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 sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Borrower at its address set forth in the Loan Agreement, or delivered or otherwise sent to Borrower, at least five (5) days before the date of the sale. Each Grantor other than Borrower hereby irrevocably appoints Borrower as its agent for the purpose of receiving notice of sale hereunder, and agrees that such Grantor conclusively shall be deemed to have received notice of sale when notice of sale has been given to Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Investment Collateral, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws ("Registered Collateral"), Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private or public sale in any such manner and under such circumstances as may be permitted by law. Without limiting the foregoing, Secured Party 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 Investment Collateral other than Registered Collateral is sold at private sale, Grantors agree that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantors shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to Grantors in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantors recognize 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 Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer'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. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to operate 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 Stations any Grantor or the Entravision Stations without the prior consent of the FCCany other Person, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by law Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the terms Collateral so sold, and, in case of any Media License or Entravision Media Licensesuch failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor shall be in default hereunder and subject to compliance with the Agent for the benefit requirements of the applicable Laws, Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the obligations of Grantors hereunder or under any Pledgor except such notice as may be specifically required by applicable lawother Loan Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease 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 reasonableacceptable to Secured Party; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) 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; (df) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eh) to settle, compromise or release, on terms acceptable to the AgentSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fi) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of any Grantor; (j) 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 PledgorGrantor, any and all steps, actions, suits or proceedings deemed by Secured Party 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 Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Party which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement 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 Secured Party 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 Secured Party or any Pledgor, Grantors may be applied by the Agent, Secured Party without notice to any Pledgor, Grantors to the Obligations in such order and manner as the Agent Secured Party in its sole discretion shall determine; (gk) to insure, protect process and preserve the Collateral; (hl) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (im) 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 Secured Party may, at the cost and expense of the Pledgorseach Grantor, 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 portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and the Agent Secured Party shall be deemed to have a rent-free tenancy of any premises of the Pledgors any Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (n) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the Agentaddress for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Nothing herein contained shall be construed Grantors will, at Secured Party's request, assemble the Collateral and make it available to give Secured Party at places which Secured Party may reasonably designate, whether at the Agent premises of Grantors or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantors for the Lenders or any purchaser purpose of Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in saleable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantors hereby expressly consent upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and 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. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantors' places of business, or at any other place permitted by -11- 116 applicable Law, and without the necessity of the Collateral's being within the view of prospective purchasers. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantors expressly waive any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party's behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys' fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to the Borrower, as agent for Grantors and each of them, 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 sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to the Borrower at its address set forth in the Loan Agreement, or delivered or otherwise sent to the Borrower, at least ten (10) days before the date of the sale. Each Grantor other than the Borrower hereby irrevocably appoints the Borrower as its agent for the purpose of receiving notice of sale hereunder, and agrees that such Grantor conclusively shall be deemed to have received notice of sale when notice of sale has been given to the Borrower. Each Grantor expressly waives 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. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to operate 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 Stations any Grantor or the Entravision Stations without the prior consent of the FCCany other Person, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Obligations until such amount actually is received by law Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the terms Collateral so sold, and, in case of any Media License or Entravision Media Licensesuch failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon Subject to the terms of the First Lien Intercreditor Agreement, upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor shall be in default hereunder and the Collateral Agent for the benefit of the Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Collateral Agent on behalf of the and/or Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 9 hereof) or under applicable laws or in equityany other Notes Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice (except to the extent notice is required to be given pursuant to applicable Law or this Agreement) to each Grantor and without affecting the obligations of any Pledgor except such notice as may be specifically required by applicable lawGrantor hereunder or under any other Notes Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial processprocess in accordance with applicable Law; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale [or at any broker's ’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 reasonableacceptable to Collateral Agent; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Collateral Agent for the benefit of Secured Party and that all payments thereon are to be made directly and exclusively to Collateral Agent for the benefit of Secured Party; (e) to notify any Pledged Securities Issuer, and any and all other obligors on any Pledged Collateral, that the same has been pledged to Collateral Agent for the benefit of Secured Party and that all distributions related thereto, interest and other payments thereon are to be made directly and exclusively to Collateral Agent for the benefit of Secured Party; (f) 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; (dg) to cause the Collateral to be registered in the name of Collateral Agent, as legal owner, for the benefit of Secured Party; (h) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Collateral Agent may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (ei) to settle, compromise or release, on terms acceptable to the Collateral Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fj) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Collateral Agent or in the name of any Grantor; (k) 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 Collateral Agent or in the name of any Pledgoreach Grantor, any and all steps, actions, suits or proceedings deemed by Collateral Agent 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 thereonthereon in accordance with applicable Law, and each Pledgor Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Collateral Agent which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement or required under the NUCC 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 Collateral 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 Collateral Agent or any Pledgor, Grantor may be applied by the Agent, Collateral Agent without notice to any Pledgor, each Grantor to the Secured Obligations in such order and manner as set forth in the Agent in its sole discretion shall determineIndenture, the First Lien Intercreditor Agreement and the General Intercreditor Agreement; (gl) to insure, protect process and preserve the Collateral; (hm) to exercise all rights (including voting rights), remedies, powers or privileges provided to Collateral Agent or Secured Party under any of the Loan Notes Documents; and (in) 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 Collateral Agent may, at the cost and expense of the Pledgorseach Grantor, 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 portion of the Collateral owned by each Grantor or to properly administer and control the handling of collections and realizations thereon, and the Collateral Agent shall be deemed to have a rent-free tenancy of any premises of the Pledgors each Grantor for such purposes and for such periods of time as reasonably required by Collateral Agent; (o) to receive, open and dispose of all mail addressed to each Grantor and notify postal authorities to change the Agent. Nothing herein contained shall be construed address for delivery thereof to give such address as Collateral Agent may designate; provided that Collateral Agent agrees that it will promptly deliver over to each Grantor such opened mail as does not relate to the Agent or Collateral; (p) to exercise all other rights, powers, privileges and remedies of an owner of the Lenders Collateral; and (q) to perform any obligation of Grantor under this Agreement or any purchaser obligation of any other Person under the Notes Documents should Grantor or such Person fail to perform such obligations; all at Collateral Agent’s option and as Collateral Agent in its sole discretion may deem advisable. Each Grantor will, at Collateral Agent’s request, assemble the Collateral and make it available to Collateral Agent at places which Collateral Agent may reasonably designate, whether at the premises of each Grantor or elsewhere, and will make available to Collateral Agent, free of cost, all premises, equipment and facilities of each Grantor for the purpose of Collateral Agent’s taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent also shall have the right, without notice or demand (except to the extent notice and demand are required to be given pursuant to applicable Law), either in person, by agent or by a receiver to be appointed by a court (and each Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Collateral Agent shall further have the right to operate use any of the Stations IP Collateral for the sale of goods, completion of work in process or rendering of services in connection with enforcing any of the Entravision Stations security interests granted to Collateral Agent for the benefit of Secured Party by each Grantor. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral may be held at any office of Collateral Agent, or at each Grantor’s places of business, or at any other place permitted by applicable Law, and without the prior consent necessity of the FCCCollateral’s being within the view of prospective purchasers. Collateral Agent may direct the order and manner of sale of the Collateral, or portions thereof, as it in its discretion may determine, and each Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations entitled thereto in accordance with the Indenture, the First Lien Intercreditor Agreement and the General Intercreditor Agreement, and then to the other Persons entitled thereto in accordance with the Indenture, the First Lien Intercreditor Agreement and the General Intercreditor Agreement. Each Grantor and any other Person then obligated therefor shall pay to Collateral Agent on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Collateral Agent will send or otherwise make available to each Grantor, 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 sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to each Grantor at its address designated below, at least ten (10) days before the date of the sale. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral, including the Pledged Collateral, consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Collateral 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 Collateral Agent may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Collateral 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 Grantor agrees that if such Collateral is sold for a price which Collateral Agent in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, and (b) Collateral Agent and Secured Party shall not incur any liability or responsibility to any Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor 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 Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’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. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent may for the benefit of Secured Party use any of the Trademarks for the sale of goods, completion of work in process, or rendering of services in connection with enforcing any security interest granted by each Grantor to Collateral Agent for the benefit of Secured Party. Collateral Agent may grant such license or licenses relating to the Trademark Collateral for such term or terms, on such conditions and in such manner, as Collateral Agent shall, in its sole discretion, deem appropriate. Such license or licenses may be general, special, or otherwise, and may be granted on an exclusive or non-exclusive basis throughout all or part of the United States of America, its territories and possessions, and all foreign countries. In connection with any such license or any sale or other disposition of the Trademark Collateral (or any part thereof), each Grantor shall supply to Collateral Agent, or Collateral Agent’s designee, such Grantor’s knowledge and expertise relating to the manufacture and sale of the products and services bearing the Trademarks and Grantor’s customer lists and other records relating to the Trademarks and the distribution thereof. Upon consummation of any sale of Collateral hereunder, Collateral Agent 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 each Grantor or any other Person, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Collateral Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by law or Collateral Agent, and any Collateral so sold may be retained by Collateral Agent, subject to the terms of the Indenture, the First Lien Intercreditor Agreement and the General Intercreditor Agreement, until the sale price is paid in full by the purchaser or purchasers thereof. Collateral Agent shall not incur any Media License liability in case any such purchaser or Entravision Media Licensepurchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor shall be in default hereunder and the Agent for the benefit of the Secured Party Lender shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party Lender may have under applicable law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 7 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Colorado Uniform Commercial Code as enacted and, in any such jurisdiction in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantor and without affecting the obligations of Grantor hereunder or under any Pledgor except such notice as may be specifically required by applicable lawother Loan Document, or the enforceability of the Liens created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale [or at any broker's ’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 reasonableacceptable to Lender; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Lender and that all payments thereon are to be made directly and exclusively to Lender; (e) to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to Lender, in whole or in part, the Collateral and any amounts owing thereon or any guaranty or security therefor; and to give all consents, waivers and ratifications with respect to the Collateral and exercise any other rights (including voting rights), powers and remedies and otherwise act with respect thereto as if Lender were the owner thereof; (f) 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; (dg) to cause the Collateral to be registered in the name of Lender, as legal owner; (h) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent Lender may deposit or surrender control of the Collateral and/or or accept other property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (ei) to settle, compromise or release, on terms acceptable to the AgentLender, in whole or in part, any amounts owing on the Collateral and/or and any disputes with respect thereto; (fj) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender or in the name of Grantor; (k) 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 Lender or in the name of any PledgorGrantor, any and all steps, actions, suits or proceedings deemed by Lender 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 Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Lender 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))and, to the extent permitted allowable by applicable law, Grantor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial non-judicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by the Agent Lender in exchange for or on account of the CollateralCollateral covered by this Agreement, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by the Agent Lender or any PledgorGrantor, may be applied by Lender, subject to the Agentprovisions of the Loan Documents, without notice to any Pledgor, Grantor to the Obligations in such order and manner as the Agent Lender in its sole discretion shall determinedetermine in accordance with applicable Laws; (gl) to take possession of the Collateral with or without judicial process; (m) to insure, protect process and preserve the Collateral; (hn) to endorse, in the name of Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Collateral; (o) to exercise all rights, remedies, powers or privileges provided under the Loan Documents to transfer any or all of the Loan DocumentsCollateral into the name of Lender or its nominee or nominees; and (ip) 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 Lender may, at the cost and expense of the PledgorsGrantor, 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 and sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and the Agent Lender shall be deemed to have a rent-free tenancy of any premises of the Pledgors Grantor for such purposes and for such periods of time as reasonably required by Lender; (q) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the Agentaddress for delivery thereof to such address as Lender may designate; provided that Lender agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (r) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Lender’s sole option and as Lender in its sole discretion to the extent allowable by law may deem advisable. Nothing herein contained shall be construed to give Grantor will, at Lender’s request, assemble the Agent or the Lenders Collateral (or any purchaser part thereof, as requested) and make it available to Lender at places which Lender may designate, whether at the premises of Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of Grantor for the purpose of Lender’s taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Lender also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and 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. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral pursuant to this Section 12 may be held at any office of Lender, or at Grantor’s place of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral’s being within the view of prospective purchasers. Lender may direct the order and manner of sale of the Collateral, or portions thereof, as it in its reasonable discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Lender, or any Person on Lender’s behalf, may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then, subject to the provisions of the Loan Documents, to the satisfaction of the Obligations in such order as shall be determined by Lender in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Lender on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Notwithstanding the foregoing or any other provision contained in this Agreement, the remedies provided by this Agreement shall in no way include the right to operate take any action in contravention of applicable laws. In connection with any public or private sale of the Collateral, Lender shall give Grantor at least ten (10) days prior written notice of the time and place of any public sale of the Collateral or of the time after which any private sale or other intended disposition may be made. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, limited liability company interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Stations Securities Act of 1933, as amended, or other applicable Laws, Lender may, in its sole and absolute discretion, subject to compliance with the Entravision Stations without requirements of applicable Laws, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Lender may deem necessary or advisable in order that the prior consent sale may be lawfully conducted. Without limiting the foregoing, Lender 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, Grantor agrees that if such Collateral is sold for a price which Lender in good faith believes to be reasonable under the circumstances then existing, then, subject to Section 9-615(f) of the FCCUniform Commercial Code, if and to the extent same is not waivable, (a) the sale shall not be deemed to be commercially unreasonable by reason of price, (b) Grantor shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (c) Lender shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor 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 Lender of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the Issuer’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 that is privately traded. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will send or otherwise make available to Grantor, such notice as may be required by law or the terms Colorado Uniform Commercial Code of the time and place of any Media License public sale thereof or Entravision Media Licenseof the time on or after which any private sale thereof is to be made. Grantor expressly waives 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 Section 12. Upon consummation of any sale of Collateral hereunder, Lender 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 Grantor or any other Person, and Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Lender shall not be required to apply any portion of the sale price to the Obligations until such amount actually is received by Lender, and any Collateral so sold may be retained by Lender until the sale price is paid in full by the purchaser or purchasers thereof. Lender 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.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- 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, have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the which Secured Party may have under applicable law or in equity or under this Agreement and under applicable laws or in equity(including, without limitation, all rights set forth in Section 6 hereof) or under any other Loan Document, all of its rights and remedies of as a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction, and in addition the following rights and remedies, all of which may be exercised to the maximum extent permitted by law with or without further notice to any Pledgor except such notice as may be specifically required by applicable lawGrantor and without affecting the liability of Grantor hereunder or the enforceability of the security interests created hereby: (a) to foreclose the Liens liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; (c) to sell, assign assign, lease 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 reasonableacceptable to Secured Party; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) 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; (df) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent therewith, Secured Party may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eg) to settle, compromise or release, on terms acceptable to the AgentSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect theretoCollateral; (fh) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of Grantor; (i) 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 PledgorGrantor, any and all steps, actions, suits or proceedings deemed by Secured Party 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 Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Party which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement 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 Secured Party 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 Secured Party or any Pledgor, may Grantor shall be applied by the Agent, Secured Party without notice to any Pledgor, Grantor to the Obligations Obligation(s) in the order and manner as is provided for in the Loan Agreement or, if no such provision is applicable, in such order and manner as the Agent Secured Party in its sole discretion shall determine; (gj) to insure, protect process and preserve the Collateral; (hk) to exercise all rights, remedies, powers or privileges provided rights under any of the Loan Documents; and (il) to remove, 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 Secured Party may, at the cost and expense of the PledgorsGrantor, use such of its supplies, equipment, facilities supplies 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 portion of the Collateral owned by it or the handling of collections and realizations thereon; (m) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Grantor will, at Secured Party's request, assemble all Collateral and make it available to Secured Party at places which Secured Party may designate, whether at the premises of Grantor or elsewhere, and will make available to Secured Party all premises and facilities of Grantor for the Agent shall be deemed to have a rent-free tenancy purpose 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 Secured Party's taking possession of the Collateral or removing or putting 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 LicenseCollateral in salable form.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- 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 hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the Obligations of any Pledgor except such notice as may be specifically required by applicable lawGrantor hereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale [or at any broker's ’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 reasonableacceptable to Secured Party; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) 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; (df) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eg) to settle, compromise or release, on terms acceptable to the AgentSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fh) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of any Grantor; (i) 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 PledgorGrantor, any and all steps, actions, suits or proceedings deemed by Secured Party 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 Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Party which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement 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 Secured Party 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 Secured Party or any Pledgor, Grantors may be applied by the Agent, Secured Party without notice to any Pledgor, Grantors to the Secured Obligations in such order and manner as the Agent Secured Party in its sole discretion shall determine; (gj) to insure, protect process and preserve the Collateral; (hk) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (il) 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 Secured Party may, at the cost and expense of the Pledgorseach Grantor, 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 Secured Party shall be deemed to have a rent-free tenancy of any premises of the Pledgors any Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (m) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the Agentaddress for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. Nothing herein contained shall be construed Grantors will, at Secured Party’s request, assemble the Collateral and make it available to give Secured Party at places which Secured Party may designate, whether at the Agent premises of Grantors or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantors for the Lenders or any purchaser purpose of Secured Party’s taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantors hereby expressly consent upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantors’ places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral’s being within the view of prospective purchasers. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and each Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to the Grantor thereof 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 sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Borrower at its address set forth in the Loan Agreement, or delivered or otherwise sent to such Grantor, at least five (5) days before the date of the sale. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, membership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party 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 Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party 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 Grantor agrees that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantors shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to Grantors in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantors recognize 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 Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’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. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to operate 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 any Grantor or any other Person except a third party lienholder permitted under the Stations or the Entravision Stations without the prior consent of the FCCLoan Documents, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by law Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the terms Collateral so sold, and, in case of any Media License or Entravision Media Licensesuch failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an any Event of Default, each Pledgor shall be the Mortgagee, immediately and without additional notice and without liability therefor to the Mortgagor, except for willful misconduct, may, in default hereunder accordance with, and subject to, the Agent for the benefit terms and conditions of the Secured Party shall haveIndenture, in do or cause to be done any jurisdiction where enforcement is sought, in addition to or 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 lawfollowing: (a) to foreclose take physical possession of the Liens and security interests created hereunder or under any other Loan Document by any available judicial procedure or without judicial processPremises; (b) exercise its right to sell, assign or otherwise dispose collect the Rents and Profits; (c) enter into contracts for the repair and maintenance of the Improvements thereon; (d) expend Loan funds and any Rents and Profits for payment of any Collateral taxes, insurance premiums, assessments and charges for repair and maintenance of the Improvements, preservation of the lien of this Security Instrument and satisfaction and fulfillment of any liabilities or obligations of the Mortgagor arising out of or in any way connected with the use, repair or maintenance of Improvements on the Premises whether or not such liabilities and obligations in any way affect, or may affect, the lien of this Security Instrument; (e) enter into leases demising the Premises or any part thereof, either at public pay any leasing commissions in connection therewith, and make arrangements with tenants with respect to tenant improvements, moving costs, and other concessions, all as the Mortgagee may elect in its sole and absolute discretion; (f) take any steps to protect and enforce the specific performance of any covenant, condition or private sale [agreement in the Notes, this Security Instrument, the Indenture, or at the other Loan Documents, or to aid in the execution of any broker's boardpower herein granted; (g) take such steps to protect and enforce the specific performance of any covenant, in lot condition or in bulk]agreement as to the Intangible Personalty; and (h) generally, for cashsupervise, on credit or otherwisemanage, and contract with or without representations or warranties reference to the Premises as if the Mortgagee were an equitable owner of the Premises, and upon such terms and conditions as the Mortgagee may elect in its sole and absolute discretion. Notwithstanding the occurrence of an Event of Default or acceleration of the Loan, the Mortgagee shall continue to have the right to pay money, whether or not Loan funds, for the purposes described in the Indenture, and all such sums and interest thereon 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 secured hereby. The Mortgagor also agrees that any of the Collateral; (d) to enter into foregoing rights and remedies of the Mortgagee may be exercised at any extension, reorganization, disposition, merger or consolidation agreement, or time independently of the exercise of any other agreement relating to or affecting the Collateralsuch rights and remedies, and in connection therewith the Agent Mortgagee may deposit or surrender 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) continue 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 exercise any or all such rights and remedies until the Event of Default is cured or until foreclosure and the conveyance 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)), Premises to the extent permitted by applicable law, any right to receive notice of any public high bidder 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 until 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 is otherwise satisfied 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 Licensepaid in full.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- 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 hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the Obligations of Grantors hereunder or under any Pledgor except such notice as may be specifically required by applicable lawother Loan Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease 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 reasonableacceptable to Secured Party; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) 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; (df) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eg) to settle, compromise or release, on terms acceptable to the AgentSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fh) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of Grantors; (i) 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 PledgorGrantors, any and all steps, actions, suits or proceedings deemed by Secured Party 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 Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Party which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement 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 Secured Party 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 Secured Party or any Pledgor, Grantors may be applied by the Agent, Secured Party without notice to any Pledgor, Grantors to the Secured Obligations in such order and manner as the Agent Secured Party in its sole discretion shall determine; (gj) to insure, protect process and preserve the Collateral; (hk) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (il) 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 Secured Party may, at the cost and expense of the PledgorsGrantors, 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 Secured Party shall be deemed to have a rent-free tenancy of any premises of the Pledgors Grantors for such purposes and for such periods of time as reasonably required by the Agent. Nothing herein contained shall be construed Secured Party; (m) to give the Agent or the Lenders receive, open and dispose of all mail addressed to Grantors or any purchaser of them and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to Grantors such mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Grantors will, at Secured Party's request, assemble the Collateral and make it available to Secured Party at places which Secured Party may designate, whether at the premises of Grantors or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantors for the purpose of Secured Party's taking possession of the Collateral or storing same or removing or putting the right Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to operate be appointed by a court, and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Stations Collateral or any part thereof and to collect and receive the Entravision Stations without the prior consent rents, issues, profits, income and proceeds thereof. Taking possession of the FCCCollateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, to the extent required by law or the terms remedies and powers of any Media License or Entravision Media License.receiver appointed by a court shall be as ordered by said

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an any Event of Default, each Pledgor shall be the Lender, immediately and without additional notice and without liability therefor to the Borrower, except for willful misconduct, may, in default hereunder accordance with, and subject to, the Agent for the benefit terms and conditions of the Secured Party shall haveCredit Agreement, in do or cause to be done any jurisdiction where enforcement is sought, in addition to or 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 lawfollowing: (a) to foreclose take physical possession of the Liens and security interests created hereunder or under any other Loan Document by any available judicial procedure or without judicial processPremises; (b) exercise its right to sell, assign or otherwise dispose collect the Rents and Profits; (c) enter into contracts for the repair and maintenance of the Improvements thereon; (d) expend Loan funds and any Rents and Profits for payment of any Collateral taxes, insurance premiums, assessments and charges for repair and maintenance of the Improvements, preservation of the lien of this Security Instrument and satisfaction and fulfillment of any liabilities or obligations of the Borrower arising out of or in any way connected with the use, repair or maintenance of Improvements on the Premises whether or not such liabilities and obligations in any way affect, or may affect, the lien of this Security Instrument; (e) enter into leases demising the Premises or any part thereof, either at public pay any leasing commissions in connection therewith, and make arrangements with tenants with respect to tenant improvements, moving costs, and other concessions, all as the Lender may elect in its sole and absolute discretion; (f) take any steps to protect and enforce the specific performance of any covenant, condition or private sale [agreement in the Note, this Security Instrument, the Credit Agreement, or at the Other Loan Documents, or to aid in the execution of any broker's boardpower herein granted; (g) take such steps to protect and enforce the specific performance of any covenant. condition or agreement as to the Intangible Personalty; and (h) generally, in lot or in bulk]supervise, for cashmanage and contract with reference to the Premises as if the Lender were an equitable owner of the Premises, on credit or otherwise, with or without representations or warranties and upon such terms and conditions as the Lender may elect in its sole and absolute discretion. Notwithstanding the occurrence of an Event of Default or acceleration of the Loan, the Lender shall continue to have the right to pay money, whether or not Loan funds, for the purposes described in the Credit Agreement, and all such sums and interest thereon 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 secured hereby. The Borrower also agrees that any of the Collateral; (d) to enter into foregoing rights and remedies of the Lender may be exercised at any extension, reorganization, disposition, merger or consolidation agreement, or time independently of the exercise of any other agreement relating to or affecting the Collateralsuch rights and remedies, and in connection therewith the Agent Lender may deposit or surrender 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) continue 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 exercise any or all such rights and remedies until the Event of Default is cured or until foreclosure and the conveyance 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)), Premises to the extent permitted by applicable law, any right to receive notice of any public high bidder 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 until 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 is otherwise satisfied 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 Licensepaid in full.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor the Grantors shall be in default hereunder and the Agent for the benefit of the Secured Party and, subject to applicable law, Lender 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 Lender 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 the Grantors except such notice as may be specifically required by applicable law: (ai) to foreclose the Liens and security interests created hereunder or under any other Loan Operative Document by any available judicial procedure or without judicial process; (bii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to sell, assign assign, lease 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; (civ) to notify obligors on the Collateral that the Collateral has been assigned to Lender and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Lender; (v) 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; (dvi) 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 Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as the Agent Lender reasonably deems appropriate and is commercially reasonable; (evii) to settle, compromise or release, on terms acceptable to the AgentLender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fviii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Lender; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the Secured Party or in the name of any Pledgorapplicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by the Agent Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Pledgor Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Lender 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))Grantor waives, 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 Lender 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 Lender or any Pledgorof the Grantors, may be applied by the AgentLender, without notice to any Pledgorthe Grantors, to the Obligations in such order and manner as the Agent Lender in its their sole discretion shall determine; (gx) to insure, protect and preserve the Collateral; (hxi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Operative Documents; and (ixii) 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 Lender may, at the cost and expense of the PledgorsGrantors, 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 Lender shall be deemed to have a rent-free tenancy of any premises of the Pledgors Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender's request, assemble the Agent. Nothing herein contained shall be construed Collateral and make it available to give Lender at places which Lender may designate, whether at the Agent premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the Lenders or any purchaser purpose of Lender's taking possession of the Collateral or storing the right to operate any same or removing or putting the Collateral in salable form or selling or disposing 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 Licensesame.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- 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 hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantor and without affecting the Obligations of Grantor hereunder or under any Pledgor except such notice as may be specifically required by applicable lawother Loan Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale [or at any broker's ’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 reasonableacceptable to Secured Party; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) 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; (df) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eg) to settle, compromise or release, on terms acceptable to the AgentSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fh) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of Grantor; (i) 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 PledgorGrantor, any and all steps, actions, suits or proceedings deemed by Secured Party 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 Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Party which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement 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 Secured Party 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 Secured Party or any Pledgor, Grantor may be applied by the Agent, Secured Party without notice to any Pledgor, Grantor to the Secured Obligations in such order and manner as the Agent Secured Party in its sole discretion shall determine; (gj) to insure, protect process and preserve the Collateral; (hk) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (il) 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 Secured Party may, at the cost and expense of the PledgorsGrantor, 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 Secured Party shall be deemed to have a rent-free tenancy of any premises of the Pledgors Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (m) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the Agentaddress for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. Nothing herein contained shall be construed Grantor will, at Secured Party’s request, assemble the Collateral and make it available to give Secured Party at places which Secured Party may designate, whether at the Agent premises of Grantor or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantor for the Lenders or any purchaser purpose of Secured Party’s taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantor’s place of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral’s being within the view of prospective purchasers. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantor 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 sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Loan Agreement, or delivered or otherwise sent to Grantor, at least five (5) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, membership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party 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 Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party 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, Grantor agrees that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor 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 Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’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. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to operate 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 Grantor or any other Person except a third party lienholder permitted under the Stations or the Entravision Stations without the prior consent of the FCCLoan Documents, and Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by law Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the terms Collateral so sold, and, in case of any Media License or Entravision Media Licensesuch failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- 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 hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in --------- Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantor and without affecting the Obligations of Grantor hereunder or under any Pledgor except such notice as may be specifically required by applicable lawother Loan Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease 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 reasonableacceptable to Secured Party; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) 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; (df) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eh) to settle, compromise or release, on terms acceptable to the AgentSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fi) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of Grantor; (j) 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 PledgorGrantor, any and all steps, actions, suits or proceedings deemed by Secured Party 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 Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Party which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement 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 Secured Party 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 Secured Party or any Pledgor, Grantor may be applied by the Agent, Secured Party without notice to any Pledgor, Grantor to the Secured Obligations in such order and manner as the Agent Secured Party in its sole discretion shall determine; (gk) to insure, protect process and preserve the Collateral; (hl) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (im) 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 Secured Party may, at the cost and expense of the PledgorsGrantor, 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 portion of the Collateral owned by Grantor or to properly administer and control the handling of collections and realizations thereon, and the Agent Secured Party shall be deemed to have a rent-free tenancy of any premises of the Pledgors Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (n) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the Agentaddress for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over -------- to Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Nothing herein contained shall be construed Grantor will, at Secured Party's request, assemble the Collateral and make it available to give Secured Party at places which Secured Party may designate, whether at the Agent premises of Grantor or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantor for the Lenders or any purchaser purpose of Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantor's places of business, 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 Secured Party may also request, in connection therewith, the Nevada Gaming Commission to petition a District Court of the State of Nevada for the appointment of a supervisor to conduct the normal gaming activities on the premises following the appointment of a receiver. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party's behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys' fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Any surplus held by the Security Party and remaining after payment in full of all the Secured Obligations shall immediately be reassigned and redelivered to Grantor, or to the person or persons otherwise legally entitled thereto. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantor 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 sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Loan Agreement, or delivered or otherwise sent to Grantor, at least ten (10) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. ------ With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party 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 provided in the Uniform Commercial Code of California. Without limiting the foregoing, Secured Party 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, Grantor agrees that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor 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 Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer'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. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to operate 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 Stations Grantor or the Entravision Stations without the prior consent of the FCCany other Person, and Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by law Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the terms Collateral so sold, and, in case of any Media License or Entravision Media Licensesuch failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- 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, Default and in addition the following rights and remedies, all of which may be exercised with or without further notice to any Pledgor except every such notice as may be specifically required by applicable law: event (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 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 than an event with respect to the Loan Parties described in subparagraph (g) or (h) of Section 9.01) and at any time thereafter during the continuance of such event, Bank may take, without limitation, any or all of the Collateral following actions, at the same or different times: (i) declare the principal of and take any accrued interest on the Credit Facility, and all other Obligations, to be, whereupon the same shall become, due and payable immediately in full, without presentment, demand, protest or bring, in the name of the Secured Party or in the name other notice of any Pledgorkind, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable of which are hereby waived by the Agent to effect collection of or to realize upon the CollateralLoan Parties, 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)), ii) to the extent permitted by applicable law, that Borrower has any right to receive advances under the Credit Facility, terminate the Borrower’s right to obtain or receive advances, (iii) exercise all rights and remedies contained in the Security Documents, (iv) exercise all rights and remedies contained in any other Loan Document, and (v) exercise any other remedies available at law or in equity; and that, if an Event of Default specified in either subparagraph (g) or (h) of Section 9.01 shall occur, the principal of the Credit Facility then outstanding, together with accrued interest thereon, and all fees, and all other Obligations shall automatically immediately become due and payable, without presentment, demand, protest or other notice of any public or private judicial or nonjudicial sale or foreclosure kind, all of which are hereby waived by the Loan Parties. Notwithstanding the foregoing, if any security or note of Borrower to Bank constituting any of the CollateralObligations, and any money or other property received by the Agent in exchange for or on account of the Collateralincluding without limitation, 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 removeNotes, from any premises where the same may shall be locateda demand instrument, however, the Collateral and recitation of the right of Bank to declare any and all documentsObligations to be immediately due and payable, instrumentswhether such recitation is contained in such note or in this Agreement, files and records, and any receptacles and cabinets containing as well as the same, relating to the Collateral, and the Agent may, at the cost and expense recitation of the Pledgorsabove events permitting Bank to declare all Obligations due and payable, use such of shall not constitute an election by Bank to waive 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 demand payment under a demand feature at any of the Stations or the Entravision Stations without the prior consent of the FCCtime and in any event, to the extent required by law or the terms of any Media License or Entravision Media License.as Bank in its discretion may deem appropriate. 9.03

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor the Grantors shall be in default hereunder and the and, subject to applicable law, 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 the Grantors except such notice as may be specifically required by applicable law: (ai) to foreclose the Liens and security interests created hereunder or under any other Loan Transaction Document by any available judicial procedure or without judicial process; (bii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to sell, assign assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale [or at any broker's boardsale, 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; (civ) to notify obligors on the Collateral that the Collateral has been assigned to Agent and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Agent; (v) 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; (dvi) 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 control of the Collateral and/or accept other property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonable; (evii) 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; (fviii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Agent; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the Secured Party or in the name of any Pledgorapplicable Grantor, 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 Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Agent 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))Grantor waives, 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 Pledgorof the Grantors, may be applied by the Agent, without notice to any Pledgorthe Grantors, to the Obligations in such order and manner as the Agent in its their sole discretion shall determine; (gx) to insure, protect and preserve the Collateral; (hxi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Transaction Documents; and (ixii) 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 PledgorsGrantors, 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 Grantors for such purposes and for such periods of time as reasonably required by the Agent. Nothing herein contained shall be construed So long as an Event of Default has occurred and is continuing, each Grantor will, at Agent’s request, assemble the Collateral and make it available to give Agent at places which Agent may designate, whether at the Agent premises of such Grantor or elsewhere, and will make available to Agent, free of cost, all premises, equipment and facilities of such Grantor for the Lenders or any purchaser purpose of Agent’s taking possession of the Collateral or storing the right to operate any same or removing or putting the Collateral in salable form or selling or disposing 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 Licensesame.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- 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 hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 8 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the Obligations of Grantors hereunder or under any Pledgor except such notice as may be specifically required by applicable lawother Loan Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale [or at any broker's ’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 reasonableacceptable to Secured Party; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) to notify any Issuer of any Pledged Securities, and any and all other obligors on any Pledged Collateral, that the same has been pledged to Secured Party and that all Distributions, interest and other payments thereon are to be made directly and exclusively to Administrative Agent, for the benefit of Secured Party, (f) to collect by legal proceedings or otherwise all dividends, distributionsDistributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (dg) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (h) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent Secured Party may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (ei) to settle, compromise or release, on terms acceptable to the AgentSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fj) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of any Grantor; (k) 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 PledgorGrantor, any and all steps, actions, suits or proceedings deemed by Secured Party 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 Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Party which may release any obligor Loan Party from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and each Grantor agrees that any money or other property received by the Agent Secured Party 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 Secured Party or any Pledgor, Grantors may be applied by the Agent, Secured Party without notice to any Pledgor, Grantors to the Secured Obligations in such order and manner as the Agent Secured Party in its sole discretion shall determine; (gl) to insure, protect process and preserve the Collateral; (hm) to exercise all rights (including voting rights), remedies, powers or privileges provided under any of the Loan Documents; and (in) 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 Secured Party may, at the cost and expense of the Pledgorseach Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be reasonably necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and the Agent Secured Party shall be deemed to have a rent-free tenancy of any premises of the Pledgors any Grantor for such purposes and for such periods of time as reasonably required by Secured Party, subject to the Agentterms and conditions of any lease thereof; (o) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may reasonably designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor such opened mail as does not relate to the Collateral; and (p) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. Nothing herein contained shall be construed Grantors will, at Secured Party’s request, assemble the Collateral and make it available to give Secured Party at places which Secured Party may designate, whether at the Agent premises of Grantors or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantors for the Lenders or any purchaser purpose of Secured Party’s taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantors hereby expressly consent upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Secured Party shall further have the right to operate use any of the Stations IP Collateral for the sale of goods, completion of work in process or rendering of services in connection with enforcing any of the Entravision Stations security interests granted to Secured Party by Grantors. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral may be held at any office of Administrative Agent, or at Grantors’ places of business, or at any other place permitted by applicable Law, and without the prior consent necessity of the FCCCollateral’s being within the view of prospective purchasers. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantors expressly waive any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the extent required expenses (including attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by law Secured Party in its sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, and notwithstanding any provision of this Agreement to the contrary, Secured Party will send or otherwise make available to Borrower, as agent for Grantors and each of them, 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 sending reasonable notice conclusively shall be met if such notice is given to the Borrower in accordance with the Credit Agreement at least ten (10) days before the date of the sale. Each Grantor other than Borrower hereby irrevocably appoints Borrower as its agent for the purpose of receiving notice of sale hereunder, and agrees that such Grantor conclusively shall be deemed to have received notice of sale when notice of sale has been received by Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral, including the Pledged Collateral, consisting of securities, partnership interests, joint venture interests, Investments or the terms like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party may, in its sole and absolute discretion, upon the occurrence and during the continuance of an Event of Default, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party 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, Grantors agree that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantors shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to Grantors in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantors recognize 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 Secured Party of any Media License such Collateral for an amount substantially less than the fair market value of the issuer’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 Entravision Media LicenseCollateral that is privately traded. Upon the occurrence and during the continuance of an Event of Default, Secured Party may use any of the IP Collateral for the sale of goods, completion of work in process, or rendering of services in connection with enforcing any security interest granted to Secured Party by Grantors. Secured Party may grant such license or licenses relating to the IP Collateral for such term or terms, on such conditions and in such manner, as Secured Party shall, in its sole discretion, deem appropriate. Such license or licenses may be general, special, or otherwise, and may be granted on an exclusive or nonexclusive basis throughout all or part of the United States of America, its territories and possessions, and all foreign countries. In connection with any such license or any sale or other disposition of the IP Collateral (or any part thereof), the applicable Grantors shall supply to Secured Party, or Secured Party’s designee, such Grantors’ knowledge and expertise relating to the manufacture and sale of the products and services bearing the IP Collateral and Grantors’ customer lists and other records relating to the IP Collateral and the distribution thereof. Upon consummation of any sale of Collateral hereunder, 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 any Grantor or any other Person, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. 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.

Rights Upon Event of Default. Upon Subject to the terms of the General Intercredi-tor Agreement, upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor shall be in default hereunder and the Collateral Agent for the benefit of the Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Collateral Agent on behalf of the and/or Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 9 hereof) or under applicable laws or in equityany other Notes Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice (except to the extent notice is required to be given pursuant to applicable Law or this Agreement) to each Grantor and without affecting the obligations of any Pledgor except such notice as may be specifically required by applicable lawGrantor hereunder or under any other Notes Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial processprocess in accordance with applicable Law; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale [or at any broker's ’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 reasonableacceptable to Collateral Agent; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Collateral Agent for the benefit of Secured Party and that all payments thereon are to be made directly and exclusively to Collateral Agent for the benefit of Secured Party; (e) to notify any Pledged Securities Issuer, and any and all other obligors on any Pledged Collateral, that the same has been pledged to Collateral Agent for the benefit of Secured Party and that all distributions related thereto, interest and other payments thereon are to be made directly and exclusively to Collateral Agent for the benefit of Secured Party; (f) 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; (dg) to cause the Collateral to be registered in the name of Collateral Agent, as legal owner, for the benefit of Secured Party; (h) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Collateral Agent may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (ei) to settle, compromise or release, on terms acceptable to the Collateral Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fj) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Collateral Agent or in the name of any Grantor; (k) 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 Collateral Agent or in the name of any Pledgoreach Grantor, any and all steps, actions, suits or proceedings deemed by Collateral Agent 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 thereonthereon in accordance with applicable Law, and each Pledgor Grantor specifically consents to any nonjudicial nonjudi-cial foreclosure of any or all of the Collateral or any other action taken by the Lenders Collateral Agent which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement or required under the NUCC 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 Collateral 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 Collateral Agent or any Pledgor, Grantor may be applied by the Agent, Collateral Agent without notice to any Pledgor, each Grantor to the Secured Obligations in such order and manner as set forth in the Agent in its sole discretion shall determineIndenture and the General Intercreditor Agreement; (gl) to insure, protect process and preserve the Collateral; (hm) to exercise all rights (including voting rights), remedies, powers or privileges provided to Collateral Agent or Secured Party under any of the Loan Notes Documents; and (in) 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 Collateral Agent may, at the cost and expense of the Pledgorseach Grantor, 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 portion of the Collateral owned by each Grantor or to properly administer and control the handling of collections and realizations thereon, and the Collateral Agent shall be deemed to have a rent-free tenancy of any premises of the Pledgors each Grantor for such purposes and for such periods of time as reasonably required by Collateral Agent; (o) to receive, open and dispose of all mail addressed to each Grantor and notify postal authorities to change the Agent. Nothing herein contained shall be construed address for delivery thereof to give such address as Collateral Agent may designate; provided that Collateral Agent agrees that it will promptly deliver over to each Grantor such opened mail as does not relate to the Agent or Collateral; (p) to exercise all other rights, powers, privileges and remedies of an owner of the Lenders Collateral; and (q) to perform any obligation of Grantor under this Agreement or any purchaser obligation of any other Person under the Notes Documents should Grantor or such Person fail to perform such obligations; all at Collateral Agent’s option and as Collateral Agent in its sole discretion may deem advisable. Each Grantor will, at Collateral Agent’s request, assemble the Collateral and make it available to Collateral Agent at places which Collateral Agent may reasonably designate, whether at the premises of each Grantor or elsewhere, and will make available to Collateral Agent, free of cost, all premises, equipment and facilities of each Grantor for the purpose of Collateral Agent’s taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent also shall have the right, without notice or demand (except to the extent notice and demand are required to be given pursuant to applicable Law), either in person, by agent or by a receiver to be appointed by a court (and each Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Collateral Agent shall further have the right to operate use any of the Stations IP Collateral for the sale of goods, completion of work in process or rendering of services in connection with enforcing any of the Entravision Stations security interests granted to Collateral Agent for the benefit of Secured Party by each Grantor. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral may be held at any office of Collateral Agent, or at each Grantor’s places of business, or at any other place permitted by applicable Law, and without the prior consent necessity of the FCCCollateral’s being within the view of prospective purchasers. Collateral Agent may direct the order and manner of sale of the Collateral, or portions thereof, as it in its discretion may determine, and each Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations entitled thereto in accordance with the Indenture and the General Intercreditor Agreement, and then to the other Persons entitled thereto in accordance with the Indenture and the General Intercreditor Agreement. Each Grantor and any other Person then obligated therefor shall pay to Collateral Agent on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Collateral Agent will send or otherwise make available to each Grantor, 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 sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to each Grantor at its address designated below, at least ten (10) days before the date of the sale. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral, including the Pledged Collateral, consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Collateral 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 Collateral Agent may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Collateral 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 Grantor agrees that if such Collateral is sold for a price which Collateral Agent in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, and (b) Collateral Agent and Secured Party shall not incur any liability or responsibility to any Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor 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 Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’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. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent may for the benefit of Secured Party use any of the Trademarks for the sale of goods, completion of work in process, or rendering of services in connection with enforcing any security interest granted by each Grantor to Collateral Agent for the benefit of Secured Party. Collateral Agent may grant such license or licenses relating to the Trademark Collateral for such term or terms, on such conditions and in such manner, as Collateral Agent shall, in its sole discretion, deem appropriate. Such license or licenses may be general, special, or otherwise, and may be granted on an exclusive or non-exclusive basis throughout all or part of the United States of America, its territories and possessions, and all foreign countries. In connection with any such license or any sale or other disposition of the Trademark Collateral (or any part thereof), each Grantor shall supply to Collateral Agent, or Collateral Agent’s designee, such Grantor’s knowledge and expertise relating to the manufacture and sale of the products and services bearing the Trademarks and Grantor’s customer lists and other records relating to the Trademarks and the distribution thereof. Upon consummation of any sale of Collateral hereunder, Collateral Agent 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 each Grantor or any other Person, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Collateral Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by law or Collateral Agent, and any Collateral so sold may be retained by Collateral Agent, subject to the terms of the Indenture and the General Intercreditor Agreement, until the sale price is paid in full by the purchaser or purchasers thereof. Collateral Agent shall not incur any Media License liability in case any such purchaser or Entravision Media Licensepurchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor the Grantors shall be in default hereunder and the Collateral Agent for the benefit of the Secured Party Parties shall have, in any jurisdiction where enforcement is sought, in addition to all other rights and remedies that the Collateral Agent on behalf of the Secured Party Parties 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 the Grantors except such notice as may be specifically required by applicable law: (ai) to foreclose the Liens and security interests created hereunder or under any other Loan Financing Document by any available judicial procedure or without judicial process; (bii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to sell, assign assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale [or at any broker's ’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; (civ) to notify obligors on the Collateral that the Collateral has been assigned to the Collateral Agent for the benefit of the Secured Parties and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to the Collateral Agent for the account of the Secured Parties; (v) 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; (dvi) 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 Collateral Agent may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as the Collateral Agent reasonably deems appropriate and is commercially reasonable; (evii) to settle, compromise or release, on terms acceptable to the Collateral Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fviii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Collateral Agent for the benefit of the Secured Parties or in the name of the Grantors; (ix) 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 Parties or in the name of any Pledgorthe Grantors, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by the Collateral Agent to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Pledgor Grantor specifically consents consent to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Parties 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))Grantor waives, 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 Collateral 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 Collateral Agent or any Pledgor, Grantor may be applied by the Collateral Agent, without notice to any PledgorGrantor, to the Obligations in such order and manner as the Collateral Agent in its sole discretion shall determine; (gx) to insure, protect and preserve the Collateral; (hxi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Financing Documents; and (ixii) 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 Collateral Agent may, at the cost and expense of the PledgorsGrantors, use such of its their 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 Collateral Agent shall be deemed to have a rent-free tenancy of any premises of the Pledgors any Grantor for such purposes and for such periods of time as reasonably required by the Collateral Agent. Nothing herein contained shall be construed ; (xiii) concurrently with written notice to give the Agent applicable Grantor, transfer and register in its name or in the Lenders name of its nominee the whole or any purchaser part of the Collateral consisting of instruments, securities or other investment property of such Grantor, to exchange certificates or instruments representing or evidencing such Collateral for certificates or instruments of smaller or larger denominations and exercise the right voting and all other rights as a holder with respect thereto; and (xiv) to operate give notice of sole control or any other instruction under any Deposit Account Control Agreement or and take any action therein with respect to such Collateral. Each Grantor will, at the Collateral Agent’s request, assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent may designate, whether at the premises of such Grantor or elsewhere, and will make available to the Collateral Agent, free of cost, all premises, equipment and facilities of such Grantor for the purpose of the Stations or the Entravision Stations without the prior consent Collateral Agent’s taking possession of the FCC, to Collateral or storing the extent required by law same or removing or putting the terms Collateral in salable form or selling or disposing of any Media License or Entravision Media Licensethe same.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor shall be in default hereunder and the Administrative Agent for the benefit of the Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Administrative Agent on behalf of the Secured Party may have under applicable law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code UCC as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the Obligations of Grantors hereunder or under any Pledgor except such notice as may be specifically required by applicable lawother Loan Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale [or at any broker's ’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 reasonableacceptable to Administrative Agent; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Administrative Agent and that all payments thereon are to be made directly and exclusively to Administrative Agent; (e) 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; (df) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Administrative Agent may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eg) to settle, compromise or release, on terms acceptable to the Administrative Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fh) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Administrative Agent or in the name of Grantors; (i) 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 Administrative Agent or in the name of any PledgorGrantors, any and all steps, actions, suits or proceedings deemed by Administrative Agent 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 Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Administrative Agent which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement 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 Administrative 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 Administrative Agent or any Pledgor, Grantors may be applied by the Agent, Administrative Agent without notice to any PledgorGrantors, to the Secured Obligations in such order and manner as the Administrative Agent in its sole discretion shall determine; (gj) to insure, protect process and preserve the Collateral; (hk) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (il) 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 Administrative Agent may, at the cost and expense of the PledgorsGrantors, 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 Administrative Agent shall be deemed to have a rent-free tenancy of any premises of the Pledgors Grantors for such purposes and for such periods of time as reasonably required by the Administrative Agent. Nothing herein contained shall be construed ; (m) to give the Agent or the Lenders receive, open and dispose of all mail addressed to Grantors, or any purchaser of them, and notify postal authorities to change the address for delivery thereof to such address as Administrative Agent may designate; provided that Administrative Agent agrees that it will promptly deliver over to Grantors such mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Administrative Agent’s sole option and as Administrative Agent in its sole discretion may deem advisable. Grantors will, at Administrative Agent’s request, assemble the Collateral and make it available to Administrative Agent at places which Administrative Agent may designate, whether at the premises of Grantors or elsewhere, and will make available to Administrative Agent, free of cost, all premises, equipment and facilities of Grantors for the purpose of Administrative Agent’s taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Administrative Agent also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral may be held at any office of Administrative Agent, or at any Grantor’s place of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral being within the view of prospective purchasers. Administrative 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, and Grantors, expressly waives any right to direct the order and manner of sale of any Collateral. Administrative Agent or any Person on Administrative Agent’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Administrative Agent in its sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to Administrative Agent on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933 or other applicable laws, Administrative 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 Administrative Agent may deem necessary in order that the sale may be lawfully conducted. Without limiting the foregoing, Administrative 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 Grantor agrees that if such Collateral is sold for a price which Administrative Agent in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) no Grantor shall be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Administrative Agent shall not incur any liability or responsibility to any Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor 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 Administrative Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’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.Upon consummation of any sale of Collateral hereunder, Administrative Agent shall have the right to operate 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 Stations any Grantor or the Entravision Stations without the prior consent of the FCCany other Person, and each Grantor hereby waives (to the extent required permitted by applicable laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. If the terms sale of all or any part of the Collateral is made on credit or for future delivery, Administrative Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Administrative Agent, and any Collateral so sold may be retained by Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof. Administrative Agent 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 Media License or Entravision Media Licensesuch failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon Subject to Imperial Bank's ---------------------------- rights as to the Film Library and the Film Library Accounts Receivable, upon the occurrence and during the ---------------------------- 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, have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the which Secured Party may have under applicable law or in equity or under this Agreement and under applicable laws or in equity(including, without limitation, all rights set forth in Section 7 hereof), all of its rights and remedies of as a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction, and in addition the following rights and remedies, all of which may be exercised to the maximum extent permitted by law with or without further notice to any Pledgor except such notice as may be specifically required by applicable lawDebtor and without affecting the liability of Debtor hereunder or the enforceability of the Security Interest created hereby: (a) to foreclose the Liens liens and security interests Security Interest created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; (c) to sell, assign assign, lease 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 reasonableacceptable to Secured Party; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) 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; (df) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent therewith, Secured Party may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eg) to settle, compromise or release, on terms acceptable to the AgentSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect theretoCollateral; (fh) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of Debtor; (i) 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 PledgorDebtor, any and all steps, actions, suits or proceedings deemed by Secured Party 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 Debtor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Party which may release any obligor from personal liability on any of the Collateral, and each Pledgor Debtor 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 not expressly provided for in this Agreement to receive notice of any public or private judicial judiciary or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by the Agent Secured Party 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 Secured Party or any Pledgor, may Debtor shall be applied by the AgentSecured Party, without notice to any Pledgor, to the Obligations in such order and manner as the Agent Secured Party in its sole discretion shall determine; (gj) to insure, protect process and preserve the Collateral; (hk) to exercise all rights, remedies, powers or privileges provided rights under any of the Loan DocumentsNote; and (il) to remove, 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 Secured Party may, at the cost and expense of the PledgorsDebtor, use such of its supplies, equipment, facilities supplies 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 portion of the Collateral owned by it or the handling of collections and realizations thereon; (m) to receive, open and dispose of all mail addressed to Debtor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to Debtor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. After an Event of Default, Debtor will, at Secured Party's request, assemble all Collateral and make it available to Secured Party at places which Secured Party may designate, whether at the premises of Debtor or elsewhere, and will make available to Secured Party all premises and facilities of Debtor for the Agent shall be deemed to have a rent-free tenancy purpose 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 Secured Party's taking possession of the Collateral or removing or putting 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 LicenseCollateral in salable form.

Rights Upon Event of Default. Upon Subject to Gaming Laws, upon the occurrence and during the ---------------------------- continuance of an Event of DefaultDefault under the Credit Agreement, each Pledgor shall be in default hereunder and the Agent for the benefit of the Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction the applicable jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the obligations of Grantors hereunder or under any Pledgor except such notice as may be specifically required by applicable lawother Loan Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease 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 reasonableacceptable to Secured Party; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) 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; (df) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent Secured Party may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eh) to settle, compromise or release, on terms acceptable to the AgentSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fi) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of any Grantor; (j) 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 PledgorGrantor, any and all steps, actions, suits or proceedings deemed by Secured Party 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 Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Party which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement 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 Secured Party 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 Secured Party or any Pledgor, Grantors may be applied by the Agent, Secured Party without notice to any Pledgor, Grantors to the Secured Obligations in such order and manner as the Agent Secured Party in its sole discretion shall determine; (gk) to insure, protect process and preserve the Collateral; (hl) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (im) 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 Secured Party may, at the cost and expense of the Pledgorseach Grantor, 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 portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and the Agent Secured Party shall be deemed to have a rent-free tenancy of any premises of the Pledgors any Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (n) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the Agentaddress for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Nothing herein contained shall be construed to give Grantors will, at Secured Party's request, assemble the Agent or the Lenders Collateral (or any purchaser part thereof, as requested) and make it available to Secured Party at places which Secured Party may reasonably designate, whether at the premises of Grantors or elsewhere (provided, however, that Grantors shall not be required to deliver Collateral consisting of gaming devices to a location in a jurisdiction where possession of such items is unlawful), and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantors for the purpose of Secured Party's taking possession of such Collateral or storing the same or removing or putting such Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantors hereby expressly consent upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantors' places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral being within the view of prospective purchasers. With respect to any Collateral located within or subject to the jurisdiction of a Gaming Board, Secured Party may also request, in connection therewith, such Gaming Board to petition such local judicial or administrative tribunal or other authority as may be deemed appropriate by Secured Party for the appointment of a supervisor or similar official to conduct the normal gaming activities on the premises following the appointment of a receiver or similar remedy. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantors expressly waive any right to direct the order and manner of sale of any Collateral. Subject to applicable laws, Secured Party or any Person on Secured Party's behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorney costs) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating the Collateral and the like, and then to the satisfaction of the Secured Obligations with application as to any particular Secured Obligations to be in the order set forth in the Credit Agreement or other Loan Documents. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. After all the Secured Obligations have been indefeasibly paid, the balance after such sale, disposition, collection or liquidation of the collateral shall immediately be reassigned and redelivered to the applicable Grantor or to the Person or Persons otherwise legally entitled thereto. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to the Grantor thereof, such notice as may be required by the applicable Uniform Commercial Code 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. Each Grantor hereby irrevocably appoints Borrower as its agent for the purpose of receiving notices hereunder and agrees that such Grantor shall be deemed to have conclusively received any such notice when received by Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to operate 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 Stations any Grantor or the Entravision Stations without the prior consent of the FCCany other Person, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by law Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the terms Collateral so sold, and, in case of any Media License or Entravision Media Licensesuch failure, the Collateral may be sold again.

Rights Upon Event of Default. 6.1 Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor shall be in default hereunder and upon the Agent for the benefit appointment of the Secured Party Collateral Agent as set forth herein and in the Purchase Agreement, the Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Collateral Agent on behalf of the Secured Party may have under this Agreement and under applicable laws law or in equityequity or under this Agreement, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction. Without limiting the foregoing, and in addition subject to the following rights and remediesconsent of the Requisite Holders, all on behalf of which may be exercised with or without further notice to any Pledgor except such notice as may be specifically required by applicable lawthe Noteholders: (a) without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to foreclose or upon the Liens and security interests created hereunder Grantor or under any other Loan Document by person (all of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances collect, receive, appropriate and realize upon any available judicial procedure or without judicial process; (b) to all of the Collateral, and/or may sell, assign lease, assign, give option or options to purchase, 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 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 deliver 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 contract 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 do any of the Collateralforegoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office or elsewhere upon such terms and each Pledgor waives conditions as the Collateral Agent may deem advisable, for cash or on credit or for future delivery without assumption of any credit risk; (b) shall have the right upon any such waiver not to affect the Agent's agreement to give notice of public sale in certain circumstances pursuant to Section 14(d))or sales, and, to the extent permitted by applicable law, upon any such private sale or sales, to purchase all or any part of the Collateral so sold, free of any right to receive notice or equity of any public redemption in the Grantor, which right or private judicial equity is hereby waived 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 Documentsreleased; and (ic) to removeshall apply the net proceeds of any such collection, from recovery, receipt, appropriation, realization or sale, after deducting all reasonable expenses incurred therein or in connection with the care or safekeeping of 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 in any way relating to properly administer the Collateral or the rights of the Noteholders under this Agreement (including, without limitation, reasonable attorneys’ fees and control expenses) to the handling payment in whole or in part of collections and realizations thereonthe Secured Obligations, in such order as the Collateral Agent may elect, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Collateral Agent account for the surplus, if any, to the Grantor. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed to have a rent-free tenancy reasonable and proper if given at least ten (10) days before such sale or other disposition. The Grantor shall remain liable for any deficiency if the proceeds 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 sale or the Lenders or any purchaser other disposition of the Collateral are insufficient to pay the right to operate any of Secured Obligations and the Stations or the Entravision Stations without the prior consent of the FCC, to the extent required by law or the terms reasonable fees and disbursements of any Media License or Entravision Media Licenseattorneys employed by the Collateral Agent to collect such deficiency.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of DefaultDefault under the Credit Agreement, each Pledgor shall be in default hereunder and subject to compliance with the Agent for the benefit requirements of the any applicable Gaming Laws, Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Agent on behalf of the Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction the applicable jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the obligations of Grantors hereunder or under any Pledgor except such notice as may be specifically required by applicable lawother Loan Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale [or at any broker's ’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 reasonableacceptable to Secured Party, provided, however, that Secured Party shall first apply for and receive all approvals of applicable Gaming Boards to the extent required for the sale or disposition of slot machines and other gaming property, equipment or devices; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) 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; (df) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (eh) to settle, compromise or release, on terms acceptable to the AgentSecured Party, in whole or in part, any amounts owing on the Collateral Collateral, and/or any disputes with respect thereto; (fi) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of any Grantor; (j) 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 PledgorGrantor, any and all steps, actions, suits or proceedings deemed by Secured Party 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 Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Party which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement 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 Secured Party 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 Secured Party or any Pledgor, may be Grantors maybe applied by the Agent, Secured Party without notice to any Pledgor, Grantors to the Secured Obligations in such order and manner as the Agent Secured Party in its sole discretion shall determine; (gk) to insure, protect process and preserve the Collateral; (hl) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (im) 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 Secured Party may, at the cost and expense of the Pledgorseach Grantor, 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 portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and the Agent Secured Party shall be deemed to have a rent-free tenancy of any premises of the Pledgors any Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (n) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the Agentaddress for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. Nothing herein contained shall be construed to give Grantors will, at Secured Party’s request, assemble the Agent or the Lenders Collateral (or any purchaser part thereof, as requested) and make it available to Secured Party at places which Secured Party may reasonably designate (subject to the approval of any applicable Gaming Board), whether at the premises of Grantors or elsewhere (provided, however, that Grantors shall not be required to deliver Collateral consisting of gaming devices to a location in a jurisdiction where possession of such items is unlawful), and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantors for the purpose of Secured Party’s taking possession of such Collateral or storing the same or removing or putting such Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of any applicable Gaming Laws, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantors hereby expressly consent upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantors’ places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral being within the view of prospective purchasers. With respect to any Collateral located within or subject to the jurisdiction of a Gaming Board, Secured Party may also request, in connection therewith, such Gaming Board to petition such local judicial or administrative tribunal or other authority as may be deemed appropriate by Secured Party for the appointment of a supervisor or similar official to conduct the normal gaming activities on the premises following the appointment of a receiver or similar remedy. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantors expressly waive any right to direct the order and manner of sale of any Collateral. Subject to applicable Laws, Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable Attorney Costs) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating the Collateral and the like, and then to the satisfaction of the Secured Obligations with application as to any particular Secured Obligations to be in the order set forth in the Credit Agreement or other Loan Documents. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Notwithstanding the foregoing or any other provision contained in this Agreement, the remedies provided by this Agreement shall in no way include the right to operate take any action in contravention of any applicable Gaming Laws. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to the Grantor thereof, such notice as may be required by the applicable Uniform Commercial Code of the Stations time and place of any public sale thereof or the Entravision Stations without the prior consent of the FCCtime on or after which any private sale thereof is to be made. Each Grantor hereby irrevocably appoints Borrower as its agent for the purpose of receiving notices hereunder and agrees that such Grantor shall be deemed to have conclusively received any such notice when received by Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. Upon consummation of any sale of Collateral hereunder, 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 any Grantor or any other Person, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by law Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the terms Collateral so sold, and, in case of any Media License or Entravision Media Licensesuch failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- 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, Default and in addition the following rights and remedies, all of which may be exercised every such event (other than an event 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 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 respect to the Agent, Loan Parties described in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; subparagraph (f) to enforce payment or (g) of Section 9.01 hereof) and prosecute at any action or proceeding with respect to time thereafter during the continuance of such event, Bank may take, without limitation, any or all of the Collateral following actions, at the same or different times: (i) declare the principal of and take any accrued interest on the Loan, and all other Obligations, to be, whereupon the same shall become, due and payable immediately in full, without presentment, demand, protest or bring, in the name of the Secured Party or in the name other notice of any Pledgorkind, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable of which are hereby waived by the Agent to effect collection of or to realize upon the CollateralLoan Parties, 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)), ii) to the extent permitted by applicable law, that Borrower has any right to receive Advances under the Loan, terminate the Borrower’s right to obtain or receive Advances, (iii) exercise all rights and remedies contained in the Security Agreements, (iv) exercise all rights and remedies contained in any other Loan Document, and (v) exercise any other remedies available at law or in equity; and that, if an Event of Default specified in either subparagraph (f) or (g) of Section 9.01 hereof shall occur, the principal of the Loan then outstanding, together with accrued interest thereon, and all fees, and all other Obligations shall automatically immediately become due and payable, without presentment, demand, protest or other notice of any public or private judicial or nonjudicial sale or foreclosure kind, all of which are hereby waived by the Loan Parties. Notwithstanding the foregoing, if any security or note of Borrower to Bank constituting any of the CollateralObligations, and any money or other property received by the Agent in exchange for or on account of the Collateralincluding without limitation, 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 removeNote[s], from any premises where the same may shall be locateda demand instrument, however, the Collateral and recitation of the right of Bank to declare any and all documentsObligations to be immediately due and payable, instrumentswhether such recitation is contained in such note or in this Agreement, files and records, and any receptacles and cabinets containing as well as the same, relating to the Collateral, and the Agent may, at the cost and expense recitation of the Pledgorsabove events permitting Bank to declare all Obligations due and payable, use such of shall not constitute an election by Bank to waive 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 demand payment under a demand feature at any of the Stations or the Entravision Stations without the prior consent of the FCCtime and in any event, to the extent required by law or the terms of any Media License or Entravision Media License.as Bank in its discretion may deem appropriate. 9.03

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor Grantor 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 Grantor 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 enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease 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; (cd) to notify obligors on the Collateral that the Collateral has been assigned to the Agent for the benefit of the Secured Party and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to the Agent for the account of the Secured Party; (e) 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; (df) 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 control of the Collateral and/or accept other property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonable; (eg) 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; (fh) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Agent for the benefit of the Secured Party or in the name of any Grantor; (i) 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 PledgorGrantor, 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 Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Party 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))Grantor waives, 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, Grantor may be applied by the Agent, without notice to any PledgorGrantor, to the Obligations in such order and manner as the Agent in its sole discretion shall determine; (gj) to insure, protect and preserve the Collateral; (hk) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; (l) to give notice of sole control or any other instruction under any Deposit Account Control Agreement or any other control agreement with any securities intermediary and take any action therein with respect to such Collateral; and (im) 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 Pledgorsany Grantor, 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 such Grantor for such purposes and for such periods of time as reasonably required by the Agent. Nothing herein contained shall be construed Each Grantor will, at the Agent's request, assemble the Collateral and make it available to give the Agent at places which the Agent may designate, whether at the premises of such Grantor or elsewhere, and will make available to the Lenders or any purchaser Agent, free of cost, all premises, equipment and facilities of such Grantor for the purpose of the Agent's taking possession of the Collateral or storing the right to operate any same or removing or putting the Collateral in salable form or selling or disposing 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 Licensesame.

Rights Upon Event of Default. Upon During the occurrence and during the ---------------------------- continuance existence of an Event of Default, each Pledgor the Grantors shall be in default hereunder and the Agent for the benefit of the and, subject to applicable law, 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 remediesremedies in accordance with applicable law, all of which may be exercised with or without further prior notice to any Pledgor the Grantors except such notice as may be specifically required by applicable law: (ai) to foreclose the Liens and security interests created hereunder or under any other Loan Operative Document by any available judicial procedure or without judicial process; (bii) to enter peaceably any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to sell, assign assign, lease 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; (civ) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Secured Party; (v) 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; (dvi) 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 Secured Party may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as the Agent Secured Party reasonably deems appropriate and is commercially reasonable; (evii) to settle, compromise or release, on terms acceptable to the AgentSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fviii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Secured Party; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the Secured Party or in the name of any Pledgorapplicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by the Agent Secured Party to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Pledgor Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Secured Party 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))Grantor waives, to the extent permitted by applicable law, any right to receive prior 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 Secured Party 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 Secured Party or any Pledgorof the Grantors, may be applied by the AgentSecured Party, without notice to any Pledgorthe Grantors, to the Obligations in such order and manner as the Agent Secured Party in its sole discretion shall determine; (gx) to insure, protect and preserve the Collateral; (hxi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Operative 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.and

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor the Grantors shall be in default hereunder and the Agent for the benefit of the Secured Party and, subject to applicable law, Bank 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 Bank 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 the Grantors except such notice as may be specifically required by applicable law: (ai) to foreclose the Liens and security interests created hereunder or under any other Loan Operative Document by any available judicial procedure or without judicial process; (bii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to sell, assign assign, lease 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; (civ) to notify obligors on the Collateral that the Collateral has been assigned to Bank and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Bank; (v) 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; (dvi) 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 Bank may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as the Agent Bank reasonably deems appropriate and is commercially reasonable; (evii) to settle, compromise or release, on terms acceptable to the AgentBank, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fviii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Bank; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the Secured Party or in the name of any Pledgorapplicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by the Agent Bank to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Pledgor Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Bank 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))Grantor waives, 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 Bank 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 Bank or any Pledgorof the Grantors, may be applied by the AgentBank, without notice to any Pledgorthe Grantors, to the Obligations in such order and manner as the Agent Bank in its their sole discretion shall determine; (gx) to insure, protect and preserve the Collateral; (hxi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Operative Documents; and (ixii) 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 Bank may, at the cost and expense of the PledgorsGrantors, 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 Bank shall be deemed to have a rent-free tenancy of any premises of the Pledgors Grantors for such purposes and for such periods of time as reasonably required by Bank. So long as an Event of Default has occurred and is continuing, each Grantor will, at Bank's request, assemble the Agent. Nothing herein contained shall be construed Collateral and make it available to give Bank at places which Bank may designate, whether at the Agent premises of such Grantor or elsewhere, and will make available to Bank, free of cost, all premises, equipment and facilities of such Grantor for the Lenders or any purchaser purpose of Bank's taking possession of the Collateral or storing the right to operate any same or removing or putting the Collateral in salable form or selling or disposing 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 Licensesame.

Rights Upon Event of Default. 6.1 Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor shall be in default hereunder and the Collateral Agent for the benefit of the Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Collateral Agent on behalf of the Secured Party may have under this Agreement and under applicable laws law or in equityequity or under this Agreement, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction. Without limiting the foregoing, and in addition the following rights and remediesCollateral Agent, on behalf of the Investors, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon the Grantors or any other person (all of which demands, defenses, advertisements and notices are hereby waived), may be exercised with in such circumstances collect, receive, appropriate and realize upon any or without further notice to any Pledgor except such notice as all of the Collateral, and/or 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 lease, assign, give option or options to purchase, 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 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 deliver any or all of the Collateral and take (or bringcontract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office or elsewhere upon such terms and conditions as the name Collateral Agent may deem advisable, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent, on behalf of the Secured Party Investors, shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase all or any part of the Collateral so sold, free of any right or equity of redemption in the Grantors, which right or equity is hereby waived or released. The Collateral Agent, on behalf of the Investors, shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable expenses incurred therein or in connection with the name care or safekeeping 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 in any way relating to the Collateral or the rights of the Investors under this Agreement (including, without limitation, reasonable attorneys’ fees and expenses) to the payment in whole or in part of the Obligations, and only after such application and after the payment by the Collateral Agent of any other action taken amount required by any provision of law, need the Lenders which may release any obligor from personal liability on any of Collateral Agent account for the Collateralsurplus, 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))if any, to the Grantors. To the extent permitted by applicable law, the Grantors waive all claims, damages and demands they may acquire against the Collateral Agent arising out of the exercise by the Collateral Agent of any right to receive of its rights hereunder. If any notice of any public or private judicial or nonjudicial a proposed sale or foreclosure other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. The Grantors shall remain liable for any deficiency if the proceeds of any security or any of the Collateral, and any money sale 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 are insufficient to properly administer and control pay the handling of collections and realizations thereon, Obligations and the Agent shall be deemed to have a rent-free tenancy reasonable fees and disbursements of any premises of the Pledgors for such purposes and for such periods of time as reasonably required attorneys employed by the Agent. Nothing herein contained shall be construed Collateral Agent 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 Licensecollect such deficiency.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of Default, each Pledgor shall be in default hereunder and the Collateral Agent for the benefit of the Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Collateral Agent on behalf of the and/or Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 9 hereof) or under applicable laws or in equityany other Transaction Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice (except to the extent notice is required to be given pursuant to applicable Law or this Agreement) to each Grantor and without affecting the obligations of any Pledgor except such notice as may be specifically required by applicable lawGrantor hereunder or under any other Transaction Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial processprocess in accordance with applicable Law; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale [or at any broker's ’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 reasonableacceptable to Collateral Agent; (cd) to notify obligors on the Collateral that the Collateral has been assigned to Collateral Agent for the benefit of Secured Party and that all payments thereon are to be made directly and exclusively to Collateral Agent for the benefit of Secured Party; (e) to notify any Issuer of any Pledged Securities, and any and all other obligors on any Pledged Collateral, that the same has been pledged to Collateral Agent for the benefit of Secured Party and that all distributions related thereto, interest and other payments thereon are to be made directly and exclusively to Collateral Agent for the benefit of Secured Party; (f) 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; (dg) to cause the Collateral to be registered in the name of Collateral Agent, as legal owner, for the benefit of Secured Party; (h) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Collateral Agent may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonableCollateral; (ei) to settle, compromise or release, on terms acceptable to the Collateral Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (fj) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Collateral Agent or in the name of any Grantor; (k) 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 Collateral Agent or in the name of any Pledgoreach Grantor, any and all steps, actions, suits or proceedings deemed by Collateral Agent 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 thereonthereon in accordance with applicable Law, and each Pledgor Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lenders Collateral Agent which may release any obligor from personal liability on any of the Collateral, and each Pledgor Grantor 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 not expressly provided for in this Agreement or required under the NUCC 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 Collateral 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 Collateral Agent or any Pledgor, Grantor may be applied by the Agent, Collateral Agent without notice to any Pledgor, each Grantor to the Secured Obligations in such order and manner as set forth in the Collateral Agent in its sole discretion shall determineAgreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement; (gl) to insure, protect process and preserve the Collateral; (hm) to exercise all rights (including voting rights), remedies, powers or privileges provided to Collateral Agent or Secured Party under any of the Loan Transaction Documents; and (in) 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 Collateral Agent may, at the cost and expense of the Pledgorseach Grantor, 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 portion of the Collateral owned by each Grantor or to properly administer and control the handling of collections and realizations thereon, and the Collateral Agent shall be deemed to have a rent-free tenancy of any premises of the Pledgors each Grantor for such purposes and for such periods of time as reasonably required by Collateral Agent; (o) to receive, open and dispose of all mail addressed to each Grantor and notify postal authorities to change the Agent. Nothing herein contained shall be construed address for delivery thereof to give such address as Collateral Agent may designate; provided that Collateral Agent agrees that it will promptly deliver over to each Grantor such opened mail as does not relate to the Agent or Collateral; (p) to exercise all other rights, powers, privileges and remedies of an owner of the Lenders Collateral; and (q) to perform any obligation of Grantor under this Agreement or any purchaser obligation of any other Person under the Transaction Documents should Grantor or such Person fail to perform such obligations; all at Collateral Agent’s option and as Collateral Agent in its sole discretion may deem advisable. Each Grantor will, at Collateral Agent’s request, assemble the Collateral and make it available to Collateral Agent at places which Collateral Agent may reasonably designate, whether at the premises of each Grantor or elsewhere, and will make available to Collateral Agent, free of cost, all premises, equipment and facilities of each Grantor for the purpose of Collateral Agent’s taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent also shall have the right, without notice or demand (except to the extent notice and demand are required to be given pursuant to applicable Law), either in person, by agent or by a receiver to be appointed by a court (and each Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Collateral Agent shall further have the right to operate use any of the Stations IP Collateral for the sale of goods, completion of work in process or rendering of services in connection with enforcing any of the Entravision Stations security interests granted to Collateral Agent for the benefit of Secured Party by each Grantor. Taking possession of the Collateral 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. Any public or private sale or other disposition of the Collateral may be held at any office of Collateral Agent, or at each Grantor’s places of business, or at any other place permitted by applicable Law, and without the prior consent necessity of the FCCCollateral’s being within the view of prospective purchasers. Collateral Agent may direct the order and manner of sale of the Collateral, or portions thereof, as it in its discretion may determine, and each Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations entitled thereto in accordance with the Collateral Agent Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement, and then to the other Persons entitled thereto in accordance with the Collateral Agent Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement. Each Grantor and any other Person then obligated therefor shall pay to Collateral Agent on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Collateral Agent will send or otherwise make available to each Grantor, 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 sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to each Grantor at its address designated below, at least ten (10) days before the date of the sale. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral, including the Pledged Collateral, consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Collateral 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 Collateral Agent may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Collateral 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 Grantor agrees that if such Collateral is sold for a price which Collateral Agent in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, and (b) Collateral Agent and Secured Party shall not incur any liability or responsibility to any Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor 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 Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’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. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent may for the benefit of Secured Party use any of the Trademarks for the sale of goods, completion of work in process, or rendering of services in connection with enforcing any security interest granted by each Grantor to Collateral Agent for the benefit of Secured Party. Collateral Agent may grant such license or licenses relating to the Trademark Collateral for such term or terms, on such conditions and in such manner, as Collateral Agent shall, in its sole discretion, deem appropriate. Such license or licenses may be general, special, or otherwise, and may be granted on an exclusive or nonexclusive basis throughout all or part of the United States of America, its territories and possessions, and all foreign countries. In connection with any such license or any sale or other disposition of the Trademark Collateral (or any part thereof), each Grantor shall supply to Collateral Agent, or Collateral Agent’s designee, such Grantor’s knowledge and expertise relating to the manufacture and sale of the products and services bearing the Trademarks and Grantor’s customer lists and other records relating to the Trademarks and the distribution thereof. Upon consummation of any sale of Collateral hereunder, Collateral Agent 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 each Grantor or any other Person, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Collateral Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by law or Collateral Agent, and any Collateral so sold may be retained by Collateral Agent, subject to the terms of the Collateral Agent Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement, until the sale price is paid in full by the purchaser or purchasers thereof. Collateral Agent shall not incur any Media License liability in case any such purchaser or Entravision Media Licensepurchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.