EX-10.3



 Exhibit 10.3 

EXECUTION VERSION 

GUARANTY AND SECURITY AGREEMENT 

This GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of May 19, 2017, by and among the Persons
listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively,
the “Grantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as administrative agent for each member of the Lender Group and the Bank Product
Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”). 
 W I T N E S S E T
H: 
 WHEREAS, pursuant to that certain Credit Agreement, of even date herewith (as amended, restated, supplemented, or
otherwise modified from time to time, the “Credit Agreement”), by and among Salem Media Group, Inc., as parent (“Parent”), each of the Parent’s subsidiaries that are signatories thereto and those additional
entities that hereafter become parties to the Credit Agreement as Borrowers in accordance with the terms thereof (together with Parent, each, a “Borrower” and individually and collectively, jointly and severally, the
“Borrowers”), the lenders party thereto as “Lenders” (each of such Lenders, together with its successors and assigns, is referred to hereinafter as a “Lender”), and Agent as lead arranger, the Lender Group
has agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; and 

WHEREAS, Agent has agreed to act as agent for the benefit of the Lender Group and the Bank Product Providers in connection with the
transactions contemplated by the Credit Agreement and this Agreement; 
 WHEREAS, in order to induce the Lender Group to enter into
the Credit Agreement and the other Loan Documents and to extend the Loans thereunder, to induce the Bank Product Providers to enter into the Bank Product Agreements, and to induce the Lender Group and the Bank Product Providers to make financial
accommodations to Borrowers as provided for in the Credit Agreement, the other Loan Documents and the Bank Product Agreements, (a) each Grantor (other than any Borrower) has agreed to guaranty the Guarantied Obligations, and (b) each
Grantor has agreed to grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a continuing security interest in and to the Collateral in order to secure the prompt and complete payment, observance and performance of,
among other things, the Secured Obligations; and 
 WHEREAS, each Grantor (other than any Borrower) is an Affiliate or a Subsidiary
of each Borrower and, as such, will benefit by virtue of the financial accommodations extended to Borrowers by the Lender Group. 







 NOW, THEREFORE, for and in consideration of the recitals made above and other good and
valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 

1.    Definitions; Construction. 

(a)    All initially capitalized terms used herein (including in the preamble and recitals hereof) without definition shall
have the meanings ascribed thereto in the Credit Agreement. Any terms (whether capitalized or lower case) used in this Agreement that are defined in the Code (including, without limitation, Account, Account Debtor, Chattel Paper, Commercial Tort
Claims, Deposit Account, Drafts, Documents, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Property, Instruments, Letters of Credit, Letter of Credit Rights, Promissory Notes, Proceeds, Securities Account and
Supporting Obligations) shall be construed and defined as set forth in the Code unless otherwise defined herein or in the Credit Agreement; provided, that to the extent that the Code is used to define any term used herein and if such term is
defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern. In addition to those terms defined elsewhere in this Agreement, as used in this Agreement, the following terms shall
have the following meanings: 
 (i)    “Acquisition Documents” means the agreements, instruments and
documents evidencing, or entered into in connection with, an Acquisition (including a Permitted Acquisition) by a Grantor. 

(ii)    “Activation Instruction” has the meaning specified therefor in Section 7(k) hereof. 

(iii)    “Agent” has the meaning specified therefor in the preamble to this Agreement. 

(iv)    “Agreement” has the meaning specified therefor in the preamble to this Agreement. 

(v)    “Books” means books and records (including each Grantor’s Records indicating, summarizing,
or evidencing such Grantor’s assets (including the Collateral) or liabilities, each Grantor’s Records relating to such Grantor’s business operations or financial condition, and each Grantor’s goods or General Intangibles related
to such information). 
 (vi)    “Borrower” and “Borrowers” have the respective
meanings specified therefor in the recitals to this Agreement. 
 (vii)    “Cash Dominion Event” means
the occurrence of either of the following: (A) the occurrence and continuance of any Specified Event of Default, or (B) Excess Availability is less than the greater of (x) 15% of the Maximum Revolver Amount, and (y) $4,500,000. 

(viii)    “Cash Dominion Period” means the period commencing after the occurrence of a Cash Dominion
Event and continuing until the date when (A) no Specified Event of Default shall exist and be continuing, and (B) Excess Availability is greater than the greater of (x) 15% of the Maximum Revolver Amount, and (y) $4,500,000 for 60
consecutive days. 
 (ix)    “Code” means the New York Uniform Commercial Code, as in effect from time
to time; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, priority, or remedies with respect to Agent’s Lien on any Collateral is governed by the Uniform Commercial
Code as enacted and in effect in a jurisdiction other than the State of New York, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof
relating to such attachment, perfection, priority, or remedies. 

  
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 (x)    “Collateral” has the meaning specified therefor in
Section 3 hereof. 
 (xi)    “Collection Account” means a Deposit Account of
a Grantor which is used exclusively for deposits of collections and proceeds of Collateral and not as a disbursement or operating account upon which checks or other drafts may be drawn. 

(xii)    “Commercial Tort Claims” means commercial tort claims (as that term is defined in the Code),
and includes those commercial tort claims listed on Schedule 1. 
 (xiii)    “Commodity Exchange
Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. 

(xiv)    “Controlled Account” has the meaning specified therefor in Section 7(k) hereof. 

(xv)    “Controlled Account Agreements” means those certain cash management agreements, in form and
substance reasonably satisfactory to Agent, each of which is executed and delivered by a Grantor, Agent, and one of the Controlled Account Banks. 

(xvi)    “Controlled Account Bank” has the meaning specified therefor in Section 7(k) hereof.

 (xvii)    “Copyrights” means any and all rights in any works of authorship, including
(A) copyrights and moral rights, (B) copyright registrations and recordings thereof and all applications in connection therewith including those listed on Schedule 2, (C) income, license fees, royalties, damages, and payments now
and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof, (D) the right to sue for past,
present, and future infringements thereof, and (E) all of each Grantor’s rights corresponding thereto throughout the world. 

(xviii)    “Copyright Security Agreement” means each Copyright Security Agreement executed and delivered
by Grantors, or any of them, and Agent, in substantially the form of Exhibit A. 
 (xix)    “Credit
Agreement” has the meaning specified therefor in the recitals to this Agreement. 
 (xx)    “Excluded
Accounts” means (A) Deposit Accounts and Securities Accounts with an aggregate amount on deposit therein of not more than $500,000 at any one time for all such Deposit Accounts or Securities Accounts, or (B) Deposit Accounts
specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s employees. 

(xxi)    “Excluded Swap Obligation” means, with respect to any Grantor, any Swap Obligation if, and to
the extent that, all or a portion of the guaranty of such Grantor of (including by virtue of the joint and several liability provisions of Section 2.15 of the Credit Agreement with respect to any Grantor that is a
Borrower), or the grant by such Grantor of a security interest to secure, such Swap 

  
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Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or
official interpretation of any thereof) by virtue of such Grantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the
guaranty of such Grantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion
of such Swap Obligation that is attributable to swaps for which such guaranty or security interest is or becomes illegal. 

(xxii)    “Foreclosed Grantor” has the meaning specified therefor in Section 2(i)(iv) hereof.

 (xxiii)    “General Intangibles” means general intangibles (as that term is defined in the Code),
and includes payment intangibles, software, contract rights, rights to payment, rights under Hedge Agreements (including the right to receive payment on account of the termination (voluntarily or involuntarily) of such Hedge Agreements), rights
arising under common law, statutes, or regulations, choses or things in action, goodwill, Intellectual Property, Intellectual Property Licenses, purchase orders, customer lists, route lists, rights to payment and other rights under Acquisition
Documents, rights to payment and other rights under any royalty or licensing agreements, including Intellectual Property Licenses, infringement claims, monies due or recoverable from pension funds, pension plan refunds, pension plan refund claims,
insurance premium rebates, tax refunds, and tax refund claims, interests in a partnership or limited liability company which do not constitute a security under Article 8 of the Code, and any other personal property other than Commercial Tort Claims,
money, Accounts, Chattel Paper, Deposit Accounts, goods, Investment Property, Negotiable Collateral, and oil, gas, or other minerals before extraction. 

(xxiv)    “Grantor” and “Grantors” have the respective meanings specified therefor in
the preamble to this Agreement. 
 (xxv)    “Guarantied Obligations” means all of the Obligations
(including any Bank Product Obligations) now or hereafter existing, whether for principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in
part as a claim in any such Insolvency Proceeding), fees (including the fees provided for in the Fee Letter), Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether
allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), or otherwise, and any and all expenses (including reasonable outside counsel fees and
out-of-pocket expenses) incurred by Agent, any other member of the Lender Group, or any Bank Product Provider (or any of them) in enforcing any rights under the any of
the Loan Documents; provided that, notwithstanding anything to the contrary set forth in this definition, the Loan Parties shall not be liable for the fees of more than one counsel to the Agent, one counsel to the other Lenders, if
applicable, one local counsel in each jurisdiction to each of Agent and the other Lenders and one specialist counsel for each specialized area of law to each such person or group. Without limiting the generality of the foregoing, Guarantied
Obligations shall include all amounts that constitute part of the Guarantied Obligations and would be owed by any Borrower to Agent, any other member of the Lender Group, or any Bank Product Provider but for the fact that they are unenforceable or
not allowable, including due to the existence of a bankruptcy, reorganization, other Insolvency Proceeding or similar proceeding involving any Borrower or any guarantor; provided that, anything to the contrary contained in the foregoing
notwithstanding, the Guarantied Obligations shall exclude any Excluded Swap Obligation. 

  
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 (xxvi)    “Guarantor” means each Grantor other than any
Borrower. 
 (xxvii)    “Guaranty” means the guaranty set forth in Section 2
hereof. 
 (xxviii)    “Intellectual Property” means any and all Patents, Copyrights, Trademarks,
trade secrets, know-how, inventions (whether or not patentable), algorithms, software programs (including source code and object code), processes, product designs, industrial designs, blueprints, drawings,
data, customer lists, URLs and domain names, specifications, documentations, reports, catalogs, literature, and any other forms of technology or proprietary information of any kind, including all rights therein and all applications for registration
or registrations thereof. 
 (xxix)    “Intellectual Property Licenses” means, with respect to any
Grantor, (A) any licenses or other similar rights provided to such Grantor in or with respect to Intellectual Property owned or controlled by any other Person, and (B) any licenses or other similar rights provided to any other Person in or
with respect to Intellectual Property owned or controlled by such Grantor, in each case, including (x) any software license agreements (other than license agreements for commercially available off-the-shelf software that is generally available to the public which have been licensed to a Grantor pursuant to end-user licenses), (y) the license agreements listed
on Schedule 3, and (z) the right to use any of the licenses or other similar rights described in this definition in connection with the enforcement of the Lender Group’s rights under the Loan Documents. 

(xxx)    “Investment Property” means (A) any and all investment property, and (B) any and all
of the following (regardless of whether classified as investment property under the Code): all Pledged Interests, Pledged Operating Agreements, and Pledged Partnership Agreements. 

(xxxi)    “Joinder” means each Joinder to this Agreement executed and delivered by Agent and each of the
other parties listed on the signature pages thereto, in substantially the form of Annex 1. 

(xxxii)    “Lender” and “Lenders” have the respective meanings specified therefor in
the recitals to this Agreement. 
 (xxxiii)    “Negotiable Collateral” means letters of credit, letter-of-credit rights, instruments, promissory notes, drafts and documents (as each such term is defined in the Code). 

(xxxiv)    “Notes Priority Collateral” has the meaning specified therefor in the Intercreditor
Agreement. 
 (xxxv)    “Parent” has the meaning specified therefor in the recitals to this Agreement.

 (xxxvi)    “Patents” means patents and patent applications, including (A) the patents and
patent applications listed on Schedule 4, (B) all continuations, divisionals, continuations-in-part, re-examinations,
reissues, and renewals thereof and improvements thereon, (C) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith
and damages and payments for past, present, or future infringements thereof, (D) the right to sue for past, present, and future infringements thereof, and (E) all of each Grantor’s rights corresponding thereto throughout the world.


  
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 (xxxvii)    “Patent Security Agreement” means each Patent
Security Agreement executed and delivered by Grantors, or any of them, and Agent, in substantially the form of Exhibit B. 

(xxxviii)    “Pledged Companies” means each Person listed on Schedule 5 as a “Pledged
Company”, together with each other Person, all or a portion of whose Equity Interests are acquired or otherwise owned by a Grantor after the Closing Date and is required to be pledged pursuant to Section 5.11 of the
Credit Agreement. 
 (xxxix)    “Pledged Interests” means all of each Grantor’s right, title and
interest in and to all of the Equity Interests now owned or hereafter acquired by such Grantor, regardless of class or designation, including in each of the Pledged Companies, and all substitutions therefor and replacements thereof, all proceeds
thereof and all rights relating thereto, also including any certificates representing the Equity Interests, the right to receive any certificates representing any of the Equity Interests, all warrants, options, share appreciation rights and other
rights, contractual or otherwise, in respect thereof and the right to receive all dividends, distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, and all cash,
instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing. 

(xl)    “Pledged Interests Addendum” means a Pledged Interests Addendum substantially in the form of
Exhibit C. 
 (xli)    “Pledged Operating Agreements” means all of each Grantor’s rights,
powers, and remedies under the limited liability company operating agreements of each of the Pledged Companies that are limited liability companies. 

(xlii)    “Pledged Partnership Agreements” means all of each Grantor’s rights, powers, and remedies
under the partnership agreements of each of the Pledged Companies that are partnerships. 

(xliii)    “Proceeds” has the meaning specified therefor in Section 3 hereof.

 (xliv)    “PTO” means the United States Patent and Trademark Office. 

(xlv)    “Qualified ECP Grantor” means, in respect of any Swap Obligation, each Grantor that has total
assets exceeding $10,000,000 at the time the relevant guaranty, keepwell, or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract
participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section
1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 (xlvi)    “Real Property” means any estates or
interests in real property now owned or hereafter acquired by any Grantor and the improvements thereto. 

(xlvii)    “Record” means information that is inscribed on a tangible medium or which is stored in an
electronic or other medium and is retrievable in perceivable form. 
 (xlviii)     “Secured
Obligations” means each and all of the following: (A) all of the present and future obligations of each of the Grantors arising from, or owing under or pursuant to, this 

  
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Agreement (including the Guaranty), the Credit Agreement, or any of the other Loan Documents, (B) all Bank Product Obligations, and (C) all other Obligations of each Borrower and all
other Guarantied Obligations of each Guarantor (including, in the case of each of clauses (A), (B) and (C), Lender Group Expenses and any interest, fees, or expenses that accrue after the filing of an Insolvency Proceeding, regardless of whether
allowed or allowable in whole or in part as a claim in any Insolvency Proceeding); provided that, anything to the contrary contained in the foregoing notwithstanding, the Secured Obligations shall exclude any Excluded Swap Obligation. 

(xlix)    “Security Interest” has the meaning specified therefor in Section 3
hereof. 
 (l)    “Supporting Obligations” means supporting obligations (as such term is defined in
the Code), and includes letters of credit and guaranties issued in support of Accounts, Chattel Paper, documents, General Intangibles, instruments or Investment Property. 

(li)    “Swap Obligation” means, with respect to any Grantor, any obligation to pay or perform under any
agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act. 

(lii)    “Trademarks” means any and all trademarks, trade names, registered trademarks, trademark
applications, service marks, registered service marks and service mark applications, including (A) the trade names, registered trademarks, trademark applications, registered service marks and service mark applications listed on Schedule
6, (B) all renewals thereof, (C) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and
payments for past or future infringements or dilutions thereof, (D) the right to sue for past, present and future infringements and dilutions thereof, (E) the goodwill of each Grantor’s business symbolized by the foregoing or
connected therewith, and (F) all of each Grantor’s rights corresponding thereto throughout the world. 

(liii)    “Trademark Security Agreement” means each Trademark Security Agreement executed and delivered
by Grantors, or any of them, and Agent, in substantially the form of Exhibit D. 

(liv)    “URL” means “uniform resource locator,” an internet web address. 

(lv)    “VIN” has the meaning specified therefor in Section 5(h) hereof. 

(b)    This Agreement shall be subject to the rules of construction set forth in Section 1.4 of
the Credit Agreement, and such rules of construction are incorporated herein by this reference, mutatis mutandis. 

(c)    All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference. 

2.    Guaranty. 

(a)    In recognition of the direct and indirect benefits to be received by Guarantors from the proceeds of the Revolving
Loans, the issuance of the Letters of Credit, and the entering into of the Bank Product Agreements and by virtue of the financial accommodations to be made to Borrowers, 

  
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each of the Guarantors, jointly and severally, hereby unconditionally and irrevocably guarantees as a primary obligor and not merely as a surety the full and prompt payment when due, whether upon
maturity, acceleration, or otherwise, of all of the Guarantied Obligations. If any or all of the Obligations constituting Guarantied Obligations becomes due and payable, each of the Guarantors, unconditionally and irrevocably, and without the need
for demand, protest, or any other notice or formality, promises to pay such Guarantied Obligations to Agent, for the benefit of the Lender Group and the Bank Product Providers, together with any and all out-of-pocket expenses (including Lender Group Expenses) that may be incurred by Agent or any other member of the Lender Group or any Bank Product Provider in demanding, enforcing, or collecting any of the
Guarantied Obligations (including the enforcement of any collateral for such Guarantied Obligations or any collateral for the obligations of the Guarantors under this Guaranty). If claim is ever made upon Agent or any other member of the Lender
Group or any Bank Product Provider for repayment or recovery of any amount or amounts received in payment of or on account of any or all of the Guarantied Obligations and any of Agent or any other member of the Lender Group or any Bank Product
Provider repays all or part of said amount by reason of (i) any judgment, decree, or order of any court or administrative body having jurisdiction over such payee or any of its property, or (ii) any settlement or compromise of any such
claim effected by such payee with any such claimant (including any Borrower or any Guarantor), then and in each such event, each of the Guarantors agrees that any such judgment, decree, order, settlement, or compromise shall be binding upon the
Guarantors, notwithstanding any revocation (or purported revocation) of this Guaranty or other instrument evidencing any liability of any Grantor, and the Guarantors shall be and remain liable to the aforesaid payees hereunder for the amount so
repaid or recovered to the same extent as if such amount had never originally been received by any such payee. 

(b)    Additionally, each of the Guarantors unconditionally and irrevocably guarantees the payment of any and all of the
Guarantied Obligations to Agent, for the benefit of the Lender Group and the Bank Product Providers, whether or not due or payable by any Loan Party upon the occurrence of any of the events specified in Section 8.4 or
8.5 of the Credit Agreement, and irrevocably and unconditionally promises to pay the Guarantied Obligations to Agent, for the benefit of the Lender Group and the Bank Product Providers, without the requirement of demand, protest, or any other
notice or other formality, in lawful money of the United States. 
 (c)    The liability of each of the Guarantors
hereunder is primary, absolute, and unconditional, and is independent of any security for or other guaranty of the Guarantied Obligations, whether executed by any other Guarantor or by any other Person, and the liability of each of the Guarantors
hereunder shall not be affected or impaired by (i) any payment on, or in reduction of, any such other guaranty or undertaking (other than payment in full of the Guarantied Obligations), (ii) any dissolution, termination, or increase, decrease,
or change in personnel by any Grantor, (iii) any payment made to Agent, any other member of the Lender Group, or any Bank Product Provider on account of the Obligations which Agent, such other member of the Lender Group, or such Bank Product
Provider repays to any Grantor pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding (or any settlement or compromise of any claim made in such a proceeding relating to such payment),
and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (iv) any action or inaction by Agent, any other member of the Lender Group, or any Bank Product Provider,
or (v) any invalidity, irregularity, avoidability, or unenforceability of all or any part of the Obligations or of any security therefor. 

(d)    This Guaranty includes all present and future Guarantied Obligations including any under transactions continuing,
compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and 

  
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conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each
Guarantor hereby waives any right to revoke this Guaranty as to future Guarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (i) no such revocation shall be
effective until written notice thereof has been received by Agent, (ii) no such revocation shall apply to any Guarantied Obligations in existence on the date of receipt by Agent of such written notice (including any subsequent continuation,
extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (iii) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created
pursuant to a legally binding commitment of any member of the Lender Group or any Bank Product Provider in existence on the date of such revocation, (iv) no payment by any Guarantor, any Borrower, or from any other source, prior to the date of
Agent’s receipt of written notice of such revocation shall reduce the maximum obligation of such Guarantor hereunder, and (v) any payment by any Borrower or from any source other than such Guarantor subsequent to the date of such
revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of such
Guarantor hereunder. This Guaranty shall be binding upon each Guarantor, its successors and assigns and inure to the benefit of and be enforceable by Agent (for the benefit of the Lender Group and the Bank Product Providers) and its successors,
transferees, or assigns. 
 (e)    The guaranty by each of the Guarantors hereunder is a guaranty of payment and not of
collection. The obligations of each of the Guarantors hereunder are independent of the obligations of any other Guarantor or Grantor or any other Person and a separate action or actions may be brought and prosecuted against one or more of the
Guarantors whether or not action is brought against any other Guarantor or Grantor or any other Person and whether or not any other Guarantor or Grantor or any other Person be joined in any such action or actions. Each of the Guarantors waives, to
the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability hereunder or the enforcement hereof. Any payment by any Grantor or other circumstance which operates to toll any statute of limitations as to any
Grantor shall operate to toll the statute of limitations as to each of the Guarantors. 
 (f)    Each of the Guarantors
authorizes Agent, the other members of the Lender Group, and the Bank Product Providers without notice or demand (other than any notice expressly required to be provided hereunder or under any other Loan Document), and without affecting or impairing
its liability hereunder, from time to time to: 
 (i)    change the manner, place, or terms of payment of, or change or
extend the time of payment of, renew, increase, accelerate, or alter: (A) any of the Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), or (B) any security therefor or
any liability incurred directly or indirectly in respect thereof, and this Guaranty shall apply to the Obligations as so changed, extended, renewed, or altered; 

(ii)    take and hold security for the payment of the Obligations and sell, exchange, release, impair, surrender, realize
upon, collect, settle, or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Obligations or any of the Guarantied Obligations (including any of the obligations of all or any of the
Guarantors under this Guaranty) incurred directly or indirectly in respect thereof or hereof, or any offset on account thereof; 

(iii)    exercise or refrain from exercising any rights against any Grantor; 

  
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 (iv)    release or substitute any one or more endorsers, guarantors, any
Grantor, or other obligors; 
 (v)    settle or compromise any of the Obligations, any security therefor, or any
liability (including any of those of any of the Guarantors under this Guaranty) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or
not) of any Grantor to its creditors; 
 (vi)    apply any sums by whomever paid or however realized to any liability
or liabilities of any Grantor to Agent, any other member of the Lender Group, or any Bank Product Provider regardless of what liability or liabilities of such Grantor remain unpaid; 

(vii)    consent to or waive any breach of, or any act, omission, or default under, this Agreement, any other Loan
Document, any Bank Product Agreement, or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify, or supplement this Agreement, any other Loan Document, any Bank Product Agreement, or any of such other
instruments or agreements; or 
 (viii)    take any other action that could, under otherwise applicable principles of
law, give rise to a legal or equitable discharge of one or more of the Guarantors from all or part of its liabilities under this Guaranty (other than a defense of payment in full of the Guarantied Obligations). 

(g)    It is not necessary for Agent, any other member of the Lender Group, or any Bank Product Provider to inquire into
the capacity or powers of any of the Guarantors or the officers, directors, partners or agents acting or purporting to act on their behalf, and any Obligations made or created in reliance upon the professed exercise of such powers shall be
guaranteed hereunder. 
 (h)    Each Guarantor jointly and severally guarantees that the Guarantied Obligations will be
paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any member of the Lender Group or any Bank
Product Provider with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guarantied Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce such
obligations, irrespective of whether any action is brought against any other Guarantor or whether any other Guarantor is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be absolute and unconditional
irrespective of, and each Guarantor hereby irrevocably waives any defense it may now or hereafter have in any way relating to, any or all of the following: 

(i)    any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; 

(ii)    any change in the time, manner, or place of payment of, or in any other term of, all or any of the Guarantied
Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including any increase in the Guarantied Obligations resulting from the extension of additional credit; 

(iii)    any taking, exchange, release, or non-perfection of any Lien in and to
any Collateral, or any taking, release, amendment, waiver, supplement, restatements, extension, novation, renewal, replacements, or continuation of, or consent to departure from any other guaranty, for all or any of the Guarantied Obligations; 

  
 10 








 (iv)    the existence of any claim,
set-off, defense, or other right that any Guarantor may have at any time against any Person, including Agent, any other member of the Lender Group, or any Bank Product Provider; 

(v)    any defense, set-off, counterclaim, or claim, of any kind or nature,
arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guarantied Obligations or any security therefor; 

(vi)    any right or defense arising by reason of any claim or defense based upon an election of remedies by any member
of the Lender Group or any Bank Product Provider including any defense based upon an impairment or elimination of such Guarantor’s rights of subrogation, reimbursement, contribution, or indemnity of such Guarantor against any Grantor or any
other guarantors or sureties; 
 (vii)    any change, restructuring, or termination of the corporate, limited liability
company, or partnership structure or existence of any Grantor; or 
 (viii)    any other circumstance that might
otherwise constitute a defense available to, or a discharge of, any Grantor or any other guarantor or surety. 

(i)    Waivers. 

(i)    Each of the Guarantors waives any right (except as shall be required by applicable statute and cannot be waived) to
require Agent, any other member of the Lender Group, or any Bank Product Provider to (i) proceed against any other Grantor or any other Person, (ii) proceed against or exhaust any security held from any other Grantor or any other Person,
(iii) protect, secure, perfect, or insure any security interest or Lien on any property subject thereto or exhaust any right to take any action against any other Grantor, any other Person, or any collateral, or (iv) pursue any other remedy
in any member of the Lender Group’s or any Bank Product Provider’s power whatsoever. Each of the Guarantors waives any defense based on or arising out of any defense of any Grantor or any other Person, other than payment of the Guarantied
Obligations to the extent of such payment, based on or arising out of the disability of any Grantor or any other Person, or the validity, legality, or unenforceability of the Obligations or any part thereof from any cause, or the cessation from any
cause of the liability of any Grantor other than payment of the Obligations to the extent of such payment. Agent may, at the election of the Required Lenders, foreclose upon any Collateral held by Agent by one or more judicial or non-judicial sales or other dispositions, whether or not every aspect of any such sale is commercially reasonable or otherwise fails to comply with applicable law or may exercise any other right or remedy Agent, any
other member of the Lender Group, or any Bank Product Provider may have against any Grantor or any other Person, or any security, in each case, without affecting or impairing in any way the liability of any of the Guarantors hereunder except to the
extent the Guarantied Obligations have been paid. 
 (ii)    Each of the Guarantors waives all presentments, demands
for performance, protests and notices, including notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation, or incurring of new or additional Obligations or
other financial accommodations. Each of the Guarantors waives notice of any Default or Event of Default under any of the Loan Documents. Each of the Guarantors assumes all responsibility for being and keeping itself informed of each Grantor’s
financial condition and assets and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope, 

  
 11 








 
and extent of the risks which each of the Guarantors assumes and incurs hereunder, and agrees that neither Agent nor any of the other members of the Lender Group nor any Bank Product Provider
shall have any duty to advise any of the Guarantors of information known to them regarding such circumstances or risks. 

(iii)    To the fullest extent permitted by applicable law, each Guarantor hereby waives: (A) any right to assert
against any member of the Lender Group or any Bank Product Provider, any defense (legal or equitable) (other than the defense that all of the Guarantied Obligations have been paid in full), set-off,
counterclaim, or claim which each Guarantor may now or at any time hereafter have against any Borrower or any other party liable to any member of the Lender Group or any Bank Product Provider, (B) any defense,
set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guarantied Obligations or
any security therefor, (C) any right or defense arising by reason of any claim or defense based upon an election of remedies by any member of the Lender Group or any Bank Product Provider including any defense based upon an impairment or
elimination of such Guarantor’s rights of subrogation, reimbursement, contribution, or indemnity of such Guarantor against any Borrower or other guarantors or sureties, and (D) the benefit of any statute of limitations affecting such
Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guarantied Obligations shall similarly operate to defer or delay the operation of
such statute of limitations applicable to such Guarantor’s liability hereunder. 
 (iv)    No Guarantor will
exercise any rights that it may now or hereafter acquire against any Grantor or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty, including any right of
subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of Agent, any other member of the Lender Group, or any Bank Product Provider against any Grantor or any other guarantor or
any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from any Grantor or any other guarantor, directly or indirectly, in cash or other property
or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guarantied Obligations and all other amounts payable under this Guaranty
shall have been paid in full in cash and all of the Commitments have been terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence, such amount shall be held in trust for the benefit of Agent, for
the benefit of the Lender Group and the Bank Product Providers, and shall forthwith be paid to Agent to be credited and applied to the Guarantied Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in
accordance with the terms of the Credit Agreement, or to be held as Collateral for any Guarantied Obligations or other amounts payable under this Guaranty thereafter arising. Notwithstanding anything to the contrary contained in this Guaranty, no
Guarantor may exercise any rights of subrogation, contribution, indemnity, reimbursement or other similar rights against, and may not proceed or seek recourse against or with respect to any property or asset of, any other Grantor (the
“Foreclosed Grantor”), including after payment in full of the Obligations, if all or any portion of the Obligations have been satisfied in connection with an exercise of remedies in respect of the Equity Interests of such Foreclosed
Grantor whether pursuant to this Agreement or otherwise. 
 (v)    Each of the Guarantors hereby acknowledges and
affirms that it understands that to the extent the Guarantied Obligations are secured by Real Property located in California, Guarantors shall be liable for the full amount of the liability hereunder notwithstanding the foreclosure on such Real
Property by trustee sale or any other reason impairing such Guarantor’s right to proceed against any Loan Party. In accordance with Section 2856 of the California Civil Code or any 

  
 12 








 
similar laws of any other applicable jurisdiction, each of the Guarantors hereby waives until such time as the Guarantied Obligations have been paid in full: 

(1)    all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that
are or may become available to the Guarantors by reason of Sections 2787 to 2855, inclusive, 2899, and 3433 of the California Civil Code or any similar laws of any other applicable jurisdiction; 

(2)    all rights and defenses that the Guarantors may have because the Guarantied Obligations are secured by Real
Property located in California, meaning, among other things, that: (A) Agent, the other members of the Lender Group, and the Bank Product Providers may collect from the Guarantors without first foreclosing on any real or personal property
collateral pledged by any Borrower or any other Grantor, and (B) if Agent, on behalf of the Lender Group, forecloses on any Real Property collateral pledged by any Borrower or any other Grantor, (1) the amount of the Guarantied Obligations
may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (2) the Lender Group may collect from the Guarantors even if, by foreclosing on the Real
Property collateral, Agent or the other members of the Lender Group have destroyed or impaired any right the Guarantors may have to collect from any other Grantor, it being understood that this is an unconditional and irrevocable waiver of any
rights and defenses the Guarantors may have because the Guarantied Obligations are secured by Real Property (including, without limitation, any rights or defenses based upon Sections 580a, 580d, or 726 of the California Code of Civil Procedure or
any similar laws of any other applicable jurisdiction); and 
 (3)    all rights and defenses arising out of an
election of remedies by Agent, the other members of the Lender Group, and the Bank Product Providers, even though that election of remedies, such as a non-judicial foreclosure with respect to security for the
Guarantied Obligations, has destroyed Guarantors’ rights of subrogation and reimbursement against any Grantor by the operation of Section 580d of the California Code of Civil Procedure or any similar laws of any other applicable jurisdiction or
otherwise. 
 (vi)    Each of the Guarantors represents, warrants, and agrees that each of the waivers set forth above
is made with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective to the maximum extent permitted by law. 

(vii)    The provisions in this Section 2 which refer to certain sections of the California
Civil Code or the California Code of Civil Procedure are included in this Guaranty solely out of an abundance of caution and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to
this Guaranty. 
 3.    Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and
pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations (whether now existing or hereafter arising), a continuing security interest (hereinafter referred to as
the “Security Interest”) in all of such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located (the “Collateral”): 

(a)    all of such Grantor’s Accounts; 

  
 13 








 (b)    all of such Grantor’s Books; 

(c)    all of such Grantor’s Chattel Paper; 

(d)    all of such Grantor’s Commercial Tort Claims; 

(e)    all of such Grantor’s Deposit Accounts; 

(f)    all of such Grantor’s Equipment; 

(g)    all of such Grantor’s Farm Products; 

(h)    all of such Grantor’s Fixtures; 

(i)    all of such Grantor’s General Intangibles; 

(j)    all of such Grantor’s Inventory; 

(k)    all of such Grantor’s Investment Property; 

(l)    all of such Grantor’s Intellectual Property and Intellectual Property Licenses; 

(m)    all of such Grantor’s Negotiable Collateral; 

(n)    all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and
Pledged Partnership Agreements); 
 (o)    all of such Grantor’s Securities Accounts; 

(p)    all of such Grantor’s Supporting Obligations; 

(q)    all of such Grantor’s money, Cash Equivalents, or other assets of such Grantor that now or hereafter come into
the possession, custody, or control of Agent (or its agent or designee) or any other member of the Lender Group; and 

(r)    all of such Grantor’s rights in, to or under, or relating to, any FCC License; 

(s)    all of the Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of
insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Property,
Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, FCC Licenses, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other
disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest
therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or
damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Property or
proceeds are 

  
 14 








 
sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or Agent from
time to time with respect to any of the Investment Property. 
 Notwithstanding anything contained in this Agreement to the contrary, the
term “Collateral” shall not include: 
 (a)    any rights or interest in any lease, contract, license or
license agreement covering personal property or real property of any Grantor (other than FCC Licenses, which are covered by clause (b) below), so long as under the terms of such lease, contract, license or license agreement, or applicable law
with respect thereto, the grant of a security interest or lien therein to Agent is prohibited (or would render such lease, contract, license or license agreement cancelled, invalid or unenforceable) and such prohibition has not been or is not waived
or the consent of the other party to such lease, contract, license or license agreement has not been or is not otherwise obtained; provided that this exclusion shall in no way be construed to apply if any such prohibition is unenforceable
under the Code or other applicable law or so as to limit, impair or otherwise affect Agent’s unconditional continuing security interests in and liens upon any rights or interests of any Grantor in or to any proceeds from or monies due or to
become due to any Grantor under any such lease, contract, license or license agreement (including any receivables); 

(b)    any FCC Licenses to the extent (but only to the extent) that at such time Agent may not validly possess a security
interest directly in the FCC Licenses pursuant to Communications Laws as in effect at such time; provided that this exclusion shall in no way be construed to apply if any such prohibition is unenforceable under other applicable law or so as
to limit, impair or otherwise affect Agent’s unconditional continuing security interests in and liens upon the economic value of the FCC Licenses, all rights incident or appurtenant to the FCC Licenses and the right to receive all monies,
consideration, receivables and proceeds derived from or in connection with the sale, assignment or transfer of the FCC Licenses; 

(c)    any United States intent-to-use
trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such
intent-to-use trademark applications under applicable federal law; provided, that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15
U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; 

(d)    assets owned by any Grantor on the Closing Date or thereafter acquired and any proceeds thereof that are subject to
a Lien securing a purchase money obligation or Capitalized Lease Obligation permitted to be incurred pursuant to the provisions of the Credit Agreement to the extent and for so long as the contract or other agreement in which such Lien is granted
(or the documentation providing for such purchase money obligation or Capitalized Lease Obligation) validly prohibits the creation of any other Lien on such assets and proceeds; provided that this exclusion shall in no way be construed to
apply if any such prohibition is unenforceable under the Code or other applicable law; 

  
 15 








 (e)    any property of a person existing at the time such person is acquired
or merged with or into or consolidated with any Grantor that is subject to a Permitted Lien not created in anticipation or contemplation of such acquisition to the extent and for so long as the contract or other agreement in which such Lien is
granted validly prohibits the creation of any other Lien on such property; provided that this exclusion shall in no way be construed to apply if any such prohibition is unenforceable under the Code or other applicable law or so as to limit,
impair or otherwise affect Agent’s unconditional continuing security interests in and liens upon any rights or interests of any Grantor in or to any proceeds from or monies due or to become due to any Grantor under any such property (including
any receivables arising from the use of such property, but excluding any proceeds from any disposition of such property to the extent such Permitted Lien extends thereto and to the extent and for so long as the contract or other agreement in which
such Lien is granted validly prohibits the creation of any other Lien on such proceeds); 
 (f)    any shares entitled to
vote (within the meaning of Treasury Regulation Section 1.956-2) of any direct or indirect Subsidiary of any Grantor that is a “controlled foreign corporation” in excess of sixty-six (66%) percent of all of the issued and outstanding Equity Interests in such Subsidiary; 

(g)    any (i) individual parcel of leased real property or (ii) individual parcel of owned real property of any
Grantor having a fair market value, as determined by Grantors in good faith, of less than $2,000,000; and 
 (h)    any
Equity Interests (other than any Equity Interests of a wholly owned Subsidiary of the any Grantor) to the extent such grant of a security interest is prohibited by a joint venture, shareholder or similar agreement entered into in connection with the
acquisition of such Equity Interests so long as such agreement is entered into for valid business reasons. 

4.    Security for Secured Obligations. The Security Interest created hereby secures the payment and performance of
the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors,
or any of them, to Agent, the Lender Group, the Bank Product Providers or any of them, but for the fact that they are unenforceable or not allowable (in whole or in part) as a claim in an Insolvency Proceeding involving any Grantor due to the
existence of such Insolvency Proceeding. Further, the Security Interest created hereby encumbers each Grantor’s right, title, and interest in all Collateral, whether now owned by such Grantor or hereafter acquired, obtained, developed, or
created by such Grantor and wherever located. 
 5.    Grantors Remain Liable. Anything herein to the contrary
notwithstanding, (a) each of the Grantors shall remain liable under the contracts and agreements included in the Collateral, including the Pledged Operating Agreements and the Pledged Partnership Agreements, to perform all of the duties and
obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by Agent or any other member of the Lender Group of any of the rights hereunder shall not release any Grantor from any of its duties or
obligations under such contracts and agreements included in the Collateral, and (c) none of the members of the Lender Group shall have any obligation or liability under 

  
 16 








 
such contracts and agreements included in the Collateral by reason of this Agreement, nor shall any of the members of the Lender Group be obligated to perform any of the obligations or duties of
any Grantors thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Until an Event of Default shall occur and be continuing, except as otherwise provided in this Agreement, the Credit Agreement, or any other
Loan Document, Grantors shall have the right to possession and enjoyment of the Collateral for the purpose of conducting the ordinary course of their respective businesses, subject to and upon the terms hereof and of the Credit Agreement and the
other Loan Documents. Without limiting the generality of the foregoing, it is the intention of the parties hereto that record and beneficial ownership of the Pledged Interests, including all voting, consensual, dividend, and distribution rights,
shall remain in the applicable Grantor until (i) the occurrence and during the continuance of an Event of Default, and (ii) subject to the Intercreditor Agreement, Agent has notified the applicable Grantor of Agent’s election to
exercise such rights with respect to the Pledged Interests pursuant to Section 16. 

6.    Representations and Warranties. In order to induce Agent to enter into this Agreement for the benefit of the
Lender Group and the Bank Product Providers, each Grantor makes the following representations and warranties to the Lender Group which shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not
be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the Closing Date, and shall be true, correct, and complete, in all material respects (except that such materiality
qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the date of the making of each Revolving Loan (or other extension of credit) made thereafter,
as though made on and as of the date of such Revolving Loan (or other extension of credit) (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be
true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date) and
such representations and warranties shall survive the execution and delivery of this Agreement: 
 (a)    The name
(within the meaning of Section 9-503 of the Code) and jurisdiction of organization of each Grantor is set forth on Schedule 7 (as such Schedule may be updated from time to time to reflect changes
resulting from transactions permitted under the Loan Documents). 
 (b)    The chief executive office of each Grantor is
located at the address indicated on Schedule 7 (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under the Loan Documents). 

(c)    Each Grantor’s tax identification numbers and organizational identification numbers, if any, are identified on
Schedule 7 (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under the Loan Documents). 

(d)    As of the Closing Date, no Grantor holds any commercial tort claims that exceed $1,000,000 in amount, except as set
forth on Schedule 1. 
 (e)    Set forth on Schedule 9 (as such Schedule may be updated from time to time
subject to Section 7(k)(iii) with respect to Controlled Accounts and provided that Grantors comply with Section 7(c) hereof) is a listing of all of Grantors’ Deposit Accounts and Securities Accounts, including, with respect to
each bank or securities intermediary (i) the name and address of such Person, and (ii) the account numbers of the Deposit Accounts or Securities Accounts maintained with such Person. 

  
 17 








 (f)    Schedule 8 sets forth all Real Property owned by any of the
Grantors as of the Closing Date. 
 (g)    As of the Closing Date: (i) Schedule 2 provides a complete and correct
list of all registered Copyrights owned by any Grantor, all applications for registration of Copyrights owned by any Grantor, and all other Copyrights owned by any Grantor and material to the conduct of the business of any Grantor, (ii) Schedule
3 provides a complete and correct list of all Intellectual Property Licenses entered into by any Grantor pursuant to which (A) any Grantor has provided any license or other rights in Intellectual Property owned or controlled by such Grantor
and material to the conduct of the business of such Grantor to any other Person (other than non-exclusive software licenses granted in the ordinary course of business), or (B) any Person has granted to
any Grantor any license or other rights in Intellectual Property owned or controlled by such Person that is material to the business of such Grantor, including any Intellectual Property that is incorporated in any Inventory, software, or other
product marketed, sold, licensed, or distributed by such Grantor (other than off-the-shelf, shrink-wrapped or “click to accept” software licenses or other
licenses to generally commercially available software), (iii) Schedule 4 provides a complete and correct list of all Patents owned by any Grantor and all applications for Patents owned by any Grantor, and (iv) Schedule 6 provides a
complete and correct list of all registered Trademarks owned by any Grantor, and all applications for registration of Trademarks owned by any Grantor. 

(h)    (i)(A) each Grantor owns exclusively or holds licenses in all Intellectual Property that is necessary in or
material to the conduct of its business, and (B) all employees and contractors of each Grantor who were involved in the creation or development of any Intellectual Property for such Grantor that is necessary in or material to the business of
such Grantor have signed agreements containing (x) assignment of Intellectual Property rights to such Grantor, or such Grantor owns all such Intellectual Property created or developed by such employees and contractors by operation of law or
otherwise, and (y) obligations of confidentiality; 
 (ii)    to each Grantor’s knowledge, no Person has
infringed or misappropriated or is currently infringing or misappropriating any Intellectual Property rights owned by such Grantor, in each case, that either individually or in the aggregate could reasonably be expected to result in a Material
Adverse Effect; 
 (iii)    (A) to each Grantor’s knowledge, (1) such Grantor has never infringed or
misappropriated and is not currently infringing or misappropriating any Intellectual Property rights of any Person, and (2) no product manufactured, used, distributed, licensed, or sold by or service provided by such Grantor has ever infringed
or misappropriated or is currently infringing or misappropriating any Intellectual Property rights of any Person, in each case, except where such infringement either individually or in the aggregate could not reasonably be expected to result in a
Material Adverse Effect, and (B) there are no infringement or misappropriation claims or proceedings pending, or to any Grantor’s knowledge, threatened in writing against any Grantor, and no Grantor has received any written notice or other
communication of any actual or alleged infringement or misappropriation of any Intellectual Property rights of any Person, in each case, except where such infringement either individually or in the aggregate could not reasonably be expected to
result in a Material Adverse Effect; 
 (iv)    to each Grantor’s actual knowledge, all registered Copyrights,
registered Trademarks, and issued Patents that are owned by such Grantor and necessary in or material to the conduct of its business are valid, subsisting and enforceable and in compliance with all legal requirements, filings, and payments and other
actions that are required to maintain such Intellectual Property in full force and effect; 

  
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 (v)    each Grantor has taken reasonable steps to maintain the
confidentiality of and otherwise protect and enforce its rights in all trade secrets owned by such Grantor that are necessary in or material to the conduct of the business of such Grantor; and 

(i)    This Agreement creates a valid security interest in the Collateral of each Grantor, to the extent a security
interest therein can be created under the Code, securing the payment of the Secured Obligations. Except (i) to the extent a security interest in the Collateral cannot be perfected by the filing of a financing statement under the Code and
(ii) with respect to any Transmitting Utility Filings (as hereinafter defined) necessary under the Code that Agent, in its sole discretion, elects not to file (collectively, the “Excluded Transmitting Utility Filings”), all
filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken or will have been taken upon the filing of financing statements listing each applicable Grantor, as a debtor, and Agent, as secured
party, in the jurisdictions listed next to such Grantor’s name on Schedule 11. Upon the making of such filings, Agent shall have a first (subject only to Liens on Notes Priority Collateral securing the Senior Secured Note
Indebtedness and other Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases) perfected security interest in the Collateral
of each Grantor to the extent such security interest can be perfected by the filing of a financing statement under the Code (except with respect to any Transmitting Utility relating to any Excluded Transmitting Utility Filing). Upon filing of any
Copyright Security Agreement with the United States Copyright Office, filing of any Patent Security Agreement and any Trademark Security Agreement with the PTO, and the filing of appropriate financing statements in the jurisdictions listed on
Schedule 11, all action necessary or desirable to protect and perfect the Security Interest in and on each Grantor’s United States issued and registered Patents, Trademarks, or Copyrights has been taken and such perfected
Security Interest is enforceable as such as against any and all creditors of and purchasers from any Grantor, subject to the Intercreditor Agreement. Except for any Excluded Transmitting Utility Filings, all action by any Grantor necessary to
protect and perfect such security interest on each item of Collateral has been duly taken. 
 (j)    (i) Except for the
Security Interest created hereby, each Grantor is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens, of the Pledged Interests indicated on
Schedule 5 as being owned by such Grantor and, when acquired by such Grantor, any Pledged Interests acquired after the Closing Date, (ii) all of the Pledged Interests are duly authorized, validly issued, fully paid and non-assessable and the Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies of such Grantor identified on Schedule 5 as
supplemented or modified by any Pledged Interests Addendum or any Joinder to this Agreement, (iii) such Grantor has the right and requisite authority to pledge, the Investment Property pledged by such Grantor to Agent as provided herein,
(iv) all actions necessary or desirable to perfect and establish the first priority (subject only to Liens on Notes Priority Collateral securing the Senior Secured Note Indebtedness and other Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases) of, or otherwise protect, Agent’s Liens in the Investment Property, and the proceeds thereof,
have been or will be duly taken, upon (A) the execution and delivery of this Agreement, (B) the taking of possession by Agent (or its agent or designee (or the Senior Secured Notes Agent as Agent’s bailee for perfection pursuant to
the Intercreditor Agreement)) of any certificates representing the Pledged Interests, to the extent such Pledged Interests are represented by certificates, together with undated powers (or other documents of transfer acceptable to Agent) endorsed in
blank by the applicable 

  
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Grantor, (C) the filing of financing statements in the applicable jurisdiction set forth on Schedule 11 for such Grantor with respect to the Pledged Interests of such Grantor that are
not represented by certificates, and (D) with respect to any Securities Accounts, the delivery of Control Agreements with respect thereto, and (v) each Grantor has delivered to and deposited with Agent (or the Senior Secured Notes Agent as
Agent’s bailee for perfection pursuant to the Intercreditor Agreement) all certificates representing the Pledged Interests owned by such Grantor to the extent such Pledged Interests are represented by certificates, and undated powers (or other
documents of transfer acceptable to Agent) endorsed in blank with respect to such certificates. None of the Pledged Interests owned or held by such Grantor has been issued or transferred in violation of any securities registration, securities
disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject. 
 (k)    No consent,
approval, authorization, or other order or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required (i) for the grant of a Security Interest by such Grantor in and to the Collateral pursuant
to this Agreement or for the execution, delivery, or performance of this Agreement by such Grantor, or (ii) for the exercise by Agent of the voting or other rights provided for in this Agreement with respect to the Investment Property or the
remedies in respect of the Collateral pursuant to this Agreement, except (A) as may be required in connection with such disposition of Investment Property by laws affecting the offering and sale of securities generally, (B) for consents,
approvals, authorizations, or other orders or actions that have already been obtained or given (as applicable) and that are still in force, (C) the filing of financing statements and other filings necessary to perfect the Security Interests
granted hereby, (D) the filing of this Agreement with the FCC after the Closing Date, and (E) any necessary prior approval of the FCC. No Intellectual Property License of any Grantor that is necessary in or material to the conduct of the
Grantors’ business requires any consent of any other Person that has not been obtained in order for such Grantor to grant the security interest granted hereunder in such Grantor’s right, title or interest in or to such Intellectual
Property License. 
 (l)    Schedule 12 sets forth all motor vehicles owned by Grantors as of the Closing Date
and having an aggregate value in excess of $250,000, by model, model year, and vehicle identification number (“VIN”). 

(m)    Each Grantor identified on Schedule 13 may be a “transmitting utility” (as defined in Section 9-102(a)(80) of the Code) and the jurisdictions for filing listed next to such Grantor’s name on Schedule 13 are the jurisdictions for “transmitting utility” filings that would be required to
be made with respect to such Grantor if such Grantor were a transmitting utility in order to perfect Agent’s security interest in the fixtures of such Grantor (collectively, the “Transmitting Utility Filings”). 

(n)    [Reserved]. 

(o)    As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or
Pledged Partnership Agreement, each Grantor hereby represents and warrants that the Pledged Interests issued pursuant to such agreement (i) are not dealt in or traded on securities exchanges or in securities markets, (ii) do not constitute
investment company securities, and (iii) are not held by such Grantor in a Securities Account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged
Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provides that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction. 

  
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 7.    Covenants. Each Grantor, jointly and severally, covenants and
agrees with Agent that from and after the date of this Agreement and until the date of termination of this Agreement in accordance with Section 23: 

(a)    Possession of Collateral. In the event that any Collateral, including Proceeds, is evidenced by or consists
of Negotiable Collateral, Investment Property, or Chattel Paper having an aggregate value or face amount of $1,000,000 or more for all such Negotiable Collateral, Investment Property, or Chattel Paper, the Grantors shall promptly (and in any event
within five Business Days (or such longer period as agreed to by Agent in writing in its sole discretion) after acquisition thereof), notify Agent thereof, and if and to the extent that perfection or priority of Agent’s Security Interest is
dependent on or enhanced by possession, the applicable Grantor, promptly (and in any event within five Business Days (or such longer period as agreed to by Agent in writing in its sole discretion)) after written request by Agent, shall execute such
other documents and instruments as shall be requested by Agent or, if applicable, endorse and deliver physical possession of such Negotiable Collateral, Investment Property, or Chattel Paper to Agent (or to the Senior Secured Notes Agent as
Agent’s bailee for perfection pursuant to the Intercreditor Agreement), together with such undated powers (or other relevant document of transfer acceptable to Agent or Senior Secured Notes Agent, as applicable) endorsed in blank as shall be
requested by Agent or Senior Secured Notes Agent, as applicable, and shall do such other acts or things deemed necessary or desirable by Agent to protect Agent’s Security Interest therein. 

(b)    Chattel Paper. 

(i)    Promptly (and in any event within five Business Days (or such longer period as agreed to by Agent in writing in its
sole discretion)) after written request by Agent, each Grantor shall take all steps reasonably necessary to grant Agent control of all electronic Chattel Paper in accordance with the Code and all “transferable records” as that term is
defined in Section 16 of the Uniform Electronic Transaction Act and Section 201 of the federal Electronic Signatures in Global and National Commerce Act as in effect in any relevant jurisdiction, to the extent that the aggregate value or
face amount of such electronic Chattel Paper equals or exceeds $1,000,000; and 
 (ii)    If any Grantor retains
possession of any Chattel Paper or instruments (which retention of possession shall be subject to the extent permitted hereby and by the Credit Agreement), promptly upon the written request of Agent, such Chattel Paper and instruments shall be
marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the Security Interest of Wells Fargo Bank, National Association, as Agent for the benefit of the Lender Group and the Bank Product
Providers”. 
 (c)    Control Agreements. 

(i)    Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor
shall obtain a Control Agreement (which may include a Controlled Account Agreement), from each bank maintaining a Deposit Account or Securities Account for such Grantor (other than with respect to any Excluded Accounts); and 

(ii)    Each Grantor shall obtain a Control Agreement, from each issuer of uncertificated securities, securities
intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for any Grantor, or maintaining a Securities Account for such Grantor (other than with respect to any Excluded Accounts). 

  
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(d)    Letter-of-Credit Rights. If
the Grantors (or any of them) are or become the beneficiary of letters of credit having a face amount or value of $1,000,000 or more in the aggregate, then the applicable Grantor or Grantors shall promptly (and in any event within five Business Days
(or such longer period as agreed to by Agent in writing in its sole discretion) after becoming a beneficiary), notify Agent thereof and, promptly (and in any event within five Business Days (or such longer period as agreed to by Agent in writing in
its sole discretion)) after written request by Agent, enter into a tri-party agreement with Agent and the issuer or confirming bank with respect to letter-of-credit rights assigning such letter-of-credit rights to Agent, such assignment being subject to the Intercreditor
Agreement, and directing all payments thereunder to Agent’s Account, all in form and substance reasonably satisfactory to Agent. 

(e)    Commercial Tort Claims. If the Grantors (or any of them) obtain Commercial Tort Claims having a value, or
involving an asserted claim, in the amount of $500,000 or more in the aggregate for all Commercial Tort Claims, then the applicable Grantor or Grantors shall promptly (and in any event within five Business Days (or such longer period as agreed to by
Agent in writing in its sole discretion) of obtaining such Commercial Tort Claim), notify Agent upon incurring or otherwise obtaining such Commercial Tort Claims and, promptly (and in any event within five Business Days (or such longer period as
agreed to by Agent in writing in its sole discretion)) after written request by Agent, amend Schedule 1 to describe such Commercial Tort Claims in a manner that reasonably identifies such Commercial Tort Claims and which is otherwise
reasonably satisfactory to Agent, and hereby authorizes the filing of additional financing statements or amendments to existing financing statements describing such Commercial Tort Claims, and agrees to do such other acts or things deemed necessary
or desirable by Agent to give Agent a first priority (subject only to Liens on Notes Priority Collateral securing the Senior Secured Note Indebtedness and other Permitted Liens which are non-consensual
Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases), perfected security interest in any such Commercial Tort Claim. 

(f)    Government Contracts. Other than Accounts and Chattel Paper the aggregate value of which does not at any one
time exceed $1,000,000, if any Account or Chattel Paper arises out of a contract or contracts with the United States of America or any department, agency, or instrumentality thereof, Grantors shall promptly (and in any event within five Business
Days (or such longer period as agreed to by Agent in writing in its sole discretion) of the creation thereof) notify Agent thereof and, promptly (and in any event within five Business Days (or such longer period as agreed to by Agent in writing in
its sole discretion)) after written request by Agent , execute any instruments or take any steps reasonably required by Agent in order that all moneys due or to become due under such contract or contracts shall be assigned to Agent , such assignment
being subject to the Intercreditor Agreement, for the benefit of the Lender Group and the Bank Product Providers, and shall provide written notice thereof under the Assignment of Claims Act or other applicable law. 

(g)    Intellectual Property. 

(i)    Upon the written request of Agent, in order to facilitate filings with the PTO and the United States Copyright
Office, each Grantor shall execute and deliver to Agent one or more Copyright Security Agreements, Trademark Security Agreements, or Patent Security Agreements to further evidence Agent’s Lien on such Grantor’s United States issued and
registered Patents, Trademarks, or Copyrights, and the General Intangibles of such Grantor relating thereto or represented thereby; 

(ii)    Each Grantor shall have the duty, with respect to Intellectual Property that is necessary in or material to the
conduct of such Grantor’s business, to protect and diligently enforce 

  
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and defend at such Grantor’s expense such Intellectual Property, including (A) to diligently enforce and defend, including promptly suing for infringement, misappropriation, or dilution
and to recover any and all damages for such infringement, misappropriation, or dilution, and filing for opposition, interference, and cancellation against conflicting Intellectual Property rights of any Person, (B) to prosecute diligently any
trademark application or service mark application that is part of the Trademarks pending as of the date hereof or hereafter (and that is necessary in or material to the conduct of such Grantor’s business) until the termination of this
Agreement, (C) to prosecute diligently any patent application that is part of the Patents pending as of the date hereof or hereafter (and that is necessary in or material to the conduct of such Grantor’s business) until the termination of
this Agreement, (D) to take all reasonable and necessary action to preserve and maintain all of such Grantor’s Trademarks, Patents, Copyrights, Intellectual Property Licenses, and its rights therein, including paying all maintenance fees
and filing of applications for renewal, affidavits of use, and affidavits of noncontestability, and (E) to require all employees, consultants, and contractors of each Grantor who are involved in the creation or development of such Intellectual
Property to sign agreements containing assignment of Intellectual Property rights and obligations of confidentiality. Each Grantor further agrees not to abandon any Intellectual Property or Intellectual Property License that is necessary in or
material to the conduct of such Grantor’s business. Each Grantor hereby agrees to take the steps described in this Section 7(g)(ii) with respect to all new or acquired Intellectual Property to which it or any of its Subsidiaries is now
or later becomes entitled that is necessary in or material to the conduct of such Grantor’s business; 

(iii)    Grantors acknowledge and agree that the Lender Group shall have no duties with respect to any Intellectual
Property or Intellectual Property Licenses of any Grantor. Without limiting the generality of this Section 7(g)(iii), Grantors acknowledge and agree that no member of the Lender Group shall be under any obligation to take any steps necessary
to preserve rights in the Collateral consisting of Intellectual Property or Intellectual Property Licenses against any other Person, but Agent, for the benefit of each member of the Lender Group, may do so at its option following notice to the
Borrowers from and after the occurrence and during the continuance of an Event of Default, and all out-of-pocket expenses incurred in connection therewith (including
reasonable fees and expenses of outside counsel and other professionals) shall be for the sole account of Borrowers and shall be chargeable to the Loan Account; 

(iv)    On each date on which a Compliance Certificate is required to be delivered pursuant to Section 5.1 of the
Credit Agreement in respect of a fiscal quarter (or, if an Event of Default has occurred and is continuing, more frequently if requested by Agent), each Grantor shall provide Agent with a written report of all new Patents, Trademarks or Copyrights
that are registered or the subject of pending applications for registrations, and of all Intellectual Property Licenses that are material to the conduct of such Grantor’s business, in each case, which were acquired, registered, or for which
applications for registration were filed by any Grantor during the prior period and any statement of use or amendment to allege use with respect to intent-to-use
trademark applications. In the case of such registrations or applications therefor, which were acquired by any Grantor, each such Grantor shall file the necessary documents with the appropriate Governmental Authority identifying the applicable
Grantor as the owner (or as a co-owner thereof, if such is the case) of such Intellectual Property. In each of the foregoing cases, the applicable Grantor shall promptly cause to be prepared, executed, and
delivered to Agent supplemental schedules to the applicable Loan Documents to identify such Patent, Trademark and Copyright registrations and applications therefor (with the exception of Trademark applications filed on an intent-to-use basis for which no statement of use or amendment to allege use has been filed) and Intellectual Property Licenses as being subject to the security interests
created thereunder; 

  
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 (v)    Upon receipt from the United States Copyright Office of notice of
registration of any Copyright, each Grantor shall promptly (but in no event later than five Business Days (or such longer period as agreed to by Agent in writing in its sole discretion) following such receipt) notify (but without duplication of any
notice required by Section 7(g)(v)) Agent of such registration by delivering, or causing to be delivered, to Agent, documentation sufficient for Agent to perfect Agent’s Liens on such Copyright. If any Grantor acquires from any Person
any Copyright registered with the United States Copyright Office or an application to register any Copyright with the United States Copyright Office, such Grantor shall promptly (but in no event later than five Business Days (or such longer period
as agreed to by Agent in writing in its sole discretion) following such acquisition) notify Agent of such acquisition and deliver, or cause to be delivered, to Agent, documentation sufficient for Agent to perfect Agent’s Liens on such
Copyright. In the case of such Copyright registrations or applications therefor which were acquired by any Grantor, each such Grantor shall promptly (but in no event later than five Business Days (or such longer period as agreed to by Agent in
writing in its sole discretion) following such acquisition) file the necessary documents with the appropriate Governmental Authority identifying the applicable Grantor as the owner (or as a co-owner thereof,
if such is the case) of such Copyrights; 
 (vi)    Each Grantor shall take commercially reasonable steps to maintain
the confidentiality of, and otherwise protect and enforce its rights in, the Intellectual Property that is necessary in or material to the conduct of such Grantor’s business, including, as applicable (A) protecting the secrecy and
confidentiality of its confidential information and trade secrets by having and enforcing a policy requiring all employees, consultants, licensees, vendors and contractors with access to such information to execute appropriate confidentiality
agreements, (B) taking actions reasonably necessary to ensure that no trade secret falls into the public domain, and (C) protecting the secrecy and confidentiality of the source code of all software programs and applications of which it is
the owner or licensee by having and enforcing a policy requiring any licensees (or sublicensees) of such source code to enter into license agreements with commercially reasonable use and non-disclosure
restrictions; and 
 (h)    Investment Property. 

(i)    If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing
Date, it shall promptly (and in any event within five Business Days (or such longer period as agreed to by Agent in writing in its sole discretion) of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests
Addendum identifying such Pledged Interests; 
 (ii)    Upon the occurrence and during the continuance of an Event of
Default, following the written request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent, and such
Grantor shall deliver it forthwith to Agent in the exact form received, in each case, subject to the Intercreditor Agreement; 

(iii)    Each Grantor shall promptly deliver to Agent a copy of each material written notice or other material
communication received by it in respect of any Pledged Interests; 
 (iv)    No Grantor shall make or consent to any
amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged 

  
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Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents, in any such
case, if the same would be materially adverse to the interests of the Lender Group; 
 (v)    Each Grantor agrees that
it will reasonably cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or, if Agent is
entitled under this Agreement to exercise remedies in respect of the Investment Property, to effect any sale or transfer thereof; 

(vi)    As to all limited liability company or partnership interests owned by such Grantor and issued under any Pledged
Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets,
(B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or
any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provides or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform
Commercial Code as in effect in any relevant jurisdiction; and 
 (vii)    With regard to any Pledged Interests that
are not certificated, any such Grantor of such non-certificated Pledged Interests (i) agrees promptly to note on its books the security interests granted to Agent and confirmed under this Agreement,
(ii) agrees that after the occurrence and during the continuance of an Event of Default, it will comply with instructions of Agent or its nominee with respect to the applicable Pledged Interests without further consent by the applicable
Grantor, (iii) to the extent permitted by law, agrees that the “issuer’s jurisdiction” (as defined in Section 8-110 of the Code) is the State of New York, (iv) agrees to notify
Agent upon obtaining actual knowledge of any interest in favor of any person in the applicable Pledged Interests that is materially adverse to the interest of the Agent therein, other than any Permitted Liens and (v) waives any right or
requirement at any time hereafter to receive a copy of this Agreement in connection with the registration of any Pledged Interests hereunder in the name of Agent or its nominee or the exercise of voting rights by Agent or its nominee to the extent
permitted hereunder. 
 (i)    Real Property; Fixtures. Each Grantor covenants and agrees that upon the
acquisition of any fee interest in Real Property having a fair market value in excess of $2,000,000 it will promptly (and in any event within two Business Days (or such longer period as agreed to by Agent in writing in its sole discretion) of
acquisition) notify Agent of the acquisition of such Real Property and will grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a first priority (subject only to Liens on Notes Priority Collateral securing Senior
Secured Note Indebtedness and other Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases) Mortgage on each such fee
interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in
writing in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and Phase I environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including
reasonable outside counsel attorneys’ fees and out-of-pocket expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent
permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property. 

  
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 (j)    Transfers and Other Liens. Grantors shall not (i) sell,
assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as expressly permitted by the Credit Agreement, or (ii) create or permit to exist any Lien upon or with
respect to any of the Collateral of any Grantor, except for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral except as
expressly permitted in this Agreement or the other Loan Documents. 
 (k)    Controlled Accounts; Controlled
Investments. 
 (i)    Each Grantor shall (A) establish and maintain cash management services of a type and on
terms reasonably satisfactory to Agent at Wells Fargo (“Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to a Collection
Account at such Controlled Account Bank that is not an Excluded Account (each, a “Controlled Account”) (by wire transfer to the applicable Controlled Account Bank or to a lockbox maintained by the applicable Controlled
Account Bank for deposit into such Collection Account), and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent
directly by their Account Debtors to a Grantor) and proceeds of Collateral into a Controlled Account; 

(ii)    Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor
shall establish and maintain Controlled Account Agreements with Agent and the Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the
Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in each applicable Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank
waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against each applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of
such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in each
applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Event has occurred at the time such Activation Instruction is issued. Agent
agrees to use commercially reasonable efforts to rescind an Activation Instruction after any Cash Dominion Period has ended with respect to any Controlled Account Bank that is not Agent or a Lender or any Affiliate thereof and Agent shall promptly
cause the rescission of an Activation Instruction after any Cash Dominion Period has ended with respect to any Controlled Account Bank that is the Agent, a Lender or any Affiliate of the foregoing; 

(iii)    So long as no Event of Default has occurred and is continuing or would result therefrom, Borrowers may amend
Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, that (A) such prospective Controlled Account Bank
shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account
Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in 


  
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any event within 45 days after written notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to
Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment; and 

(iv)    Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, other than
(A) with respect to Excluded Accounts, and (B) an aggregate amount of not more than $50,000 (calculated at current exchange rates) at any one time, in the case of Subsidiaries of Grantors that are Foreign Subsidiaries, no Grantor
will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as
applicable, and the applicable bank or securities intermediary have entered into Control Agreements or, with respect to Foreign Subsidiaries, other arrangements or agreements under applicable foreign law, governing such Permitted Investments in
order to perfect (or further establish) Agent’s Liens in such Permitted Investments. 
 (l)    Name, Etc. No
Grantor will change its name, chief executive office, organizational identification number, jurisdiction of organization or organizational identity; provided, that any Grantor may change its name or chief executive office upon at least ten
days prior written notice to Agent of such change. 
 (m)    Account Verification. After the occurrence and
during the continuance of an Event of Default, each Grantor will, and will cause each of its Subsidiaries to, permit Agent, in Agent’s name or in the name or a nominee of Agent, to verify the validity, amount or any other matter relating to any
Account, by mail, telephone, facsimile transmission or other electronic means of transmission or otherwise. Further, at the written request of Agent, each Grantor will, and will cause each of its Subsidiaries to, send requests for verification of
Accounts or, after the occurrence and during the continuance of an Event of Default, send notices of assignment of Accounts to Account Debtors and other obligors. 

(n)    Motor Vehicles. Promptly(and in any event within thirty (30) days) after written request by Agent, with
respect to all goods covered by a certificate of title owned by any Grantor with an aggregate fair market value in excess of $1,000,000, such Grantor shall deliver to Agent or Agent’s designee (or to the Senior Secured Notes Agent), the
certificates of title for all such goods and promptly (and in any event within thirty (30) days Business Days) after written request by Agent, such Grantor shall take all actions necessary to cause such certificates to be filed (with the
Agent’s Lien noted thereon) in the appropriate state motor vehicle filing office. 
 (o)    Reserved. 

(p)    Keepwell. Each Qualified ECP Grantor hereby jointly and severally absolutely, unconditionally and
irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to guaranty and otherwise honor all Obligations in respect of Swap Obligations. The obligations of each Qualified ECP Grantor
under this Section shall remain in full force and effect until payment in full of the Obligations. Each Qualified ECP Grantor intends that this Section 7(o) constitute, and this Section 7(o) shall be deemed to constitute, a
“keepwell, support, or other agreement” for the benefit of each other Grantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 

  
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 8.    Relation to Other Security Documents. The provisions of this
Agreement shall be read and construed with the other Loan Documents referred to below in the manner so indicated. 

(a)    Credit Agreement. In the event of any conflict between any provision in this Agreement and a provision in
the Credit Agreement, such provision of the Credit Agreement shall control. 
 (b)    Patent, Trademark, Copyright
Security Agreements. The provisions of the Copyright Security Agreements, Trademark Security Agreements, and Patent Security Agreements are supplemental to the provisions of this Agreement, and nothing contained in the Copyright Security
Agreements, Trademark Security Agreements, or the Patent Security Agreements shall limit any of the rights or remedies of Agent hereunder. In the event of any conflict between any provision in this Agreement and a provision in a Copyright Security
Agreement, Trademark Security Agreement or Patent Security Agreement, such provision of this Agreement shall control. 

9.    Further Assurances. 

(a)    Each Grantor agrees that from time to time, at its own expense, such Grantor will promptly execute and deliver all
further instruments and documents, and take all further action, that Agent may reasonably request, in order to perfect and protect the Security Interest granted hereby, to create, perfect or protect the Security Interest purported to be granted
hereby or to enable Agent to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral. 

(b)    Each Grantor authorizes the filing by Agent of financing or continuation statements, or amendments thereto, and
such Grantor will execute and deliver to Agent such other instruments or notices, as Agent may reasonably request, in order to perfect and preserve the Security Interest granted or purported to be granted hereby. 

(c)    Each Grantor authorizes Agent at any time and from time to time to file, transmit, or communicate, as applicable,
financing statements and amendments (i) describing the Collateral as “all personal property of debtor” or “all assets of debtor” or words of similar effect, (ii) describing the Collateral as being of equal or lesser
scope or with greater detail, or (iii) that contain any information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance. Each Grantor also hereby ratifies any and all financing statements or amendments
previously filed by Agent in any jurisdiction. 
 (d)    Each Grantor acknowledges that it is not authorized to file any
financing statement or amendment or termination statement with respect to any financing statement filed in connection with this Agreement without the prior written consent of Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the Code. 
 10.    Agent’s Right to Perform
Contracts, Exercise Rights, etc. Subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Agent (or its designee) (a) may proceed to perform any and all of the obligations of any Grantor
contained in any contract, lease, or other agreement and exercise any and all rights of any Grantor therein contained as fully as such Grantor itself could, (b) shall have the right (subject to Section 17(b)) to use any Grantor’s
rights under Intellectual Property Licenses in connection with the enforcement of Agent’s rights hereunder, including the right to prepare for sale and sell any and all Inventory and Equipment now or hereafter owned by any Grantor and now or
hereafter covered by such licenses, and (c) shall have the right to request that any Equity Interests that are pledged hereunder be registered in the name of Agent or any of its nominees. 

  
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 11.    Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and
stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, subject to the Intercreditor Agreement, to take any action and to execute any
instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including: 

(a)    to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and
to become due under or in connection with the Accounts or any other Collateral of such Grantor; 
 (b)    to receive and
open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent; 

(c)    to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel
Paper; 
 (d)    to file any claims or take any action or institute any proceedings which Agent may deem necessary or
desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral; 

(e)    to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any
Person obligated to such Grantor in respect of any Account of such Grantor; 
 (f)    use any Intellectual Property or
Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or
selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and 

(g)    subject to the Intercreditor Agreement, Agent, on behalf of the Lender Group or the Bank Product Providers, shall
have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the written request of
Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. 
 To
the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney
is coupled with an interest and shall be irrevocable until this Agreement is terminated. 
 12.    Agent May
Perform. If any Grantor fails to perform any agreement contained herein, Agent may itself perform, or cause performance of, such agreement, and the reasonable
out-of-pocket expenses of Agent incurred in connection therewith shall be payable, jointly and severally, by Grantors in accordance with the terms of the Credit
Agreement. 
 13.    Agent’s Duties. The powers conferred on Agent hereunder are solely to
protect Agent’s interest in the Collateral, for the benefit of the Lender Group and the Bank Product Providers, and shall 

  
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not impose any duty upon Agent to exercise any such powers. Except for the safe custody of any Collateral in its actual possession and the accounting for moneys actually received by it hereunder,
Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Agent shall be deemed to have exercised reasonable care in the
custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which Agent accords its own property. 

14.    Collection of Accounts, General Intangibles and Negotiable Collateral. At any time upon the occurrence and
during the continuance of an Event of Default, Agent or Agent’s designee may (a) make direct verification from Account Debtors with respect to any or all Accounts that are part of the Collateral, (b) notify Account Debtors of any
Grantor that the Accounts, General Intangibles, Chattel Paper or Negotiable Collateral of such Grantor have been assigned to Agent, for the benefit of the Lender Group and the Bank Product Providers, or that Agent has a security interest therein, or
(c) collect the Accounts, General Intangibles and Negotiable Collateral of any Grantor directly, and any collection costs and expenses shall constitute part of such Grantor’s Secured Obligations under the Loan Documents. 

15.    Disposition of Pledged Interests by Agent. None of the Pledged Interests existing as of the date of this
Agreement are, and none of the Pledged Interests hereafter acquired on the date of acquisition thereof will be, registered or qualified under the various federal or state securities laws of the United States and disposition thereof after an Event of
Default has occurred and is continuing may be restricted to one or more private (instead of public) sales in view of the lack of such registration. Each Grantor understands that in connection with such disposition, Agent may approach only a
restricted number of potential purchasers and further understands that a sale under such circumstances may yield a lower price for the Pledged Interests than if the Pledged Interests were registered and qualified pursuant to federal and state
securities laws and sold on the open market. Each Grantor, therefore, agrees that: (a) if Agent shall, pursuant to the terms of this Agreement, sell or cause the Pledged Interests or any portion thereof to be sold at a private sale, Agent shall
have the right to rely upon the advice and opinion of any nationally recognized brokerage or investment firm (but shall not be obligated to seek such advice and the failure to do so shall not be considered in determining the commercial
reasonableness of such action) as to the best manner in which to offer the Pledged Interest or any portion thereof for sale and as to the best price reasonably obtainable at the private sale thereof, and (b) such reliance shall be conclusive
evidence that Agent has handled the disposition in a commercially reasonable manner. 
 16.    Voting and Other
Rights in Respect of Pledged Interests. 
 (a)    Upon the occurrence and during the continuance of an Event of
Default, in each case, subject to the Intercreditor Agreement, (i) Agent may, at its option, and with two Business Days prior written notice to any Grantor (unless such Event of Default is an Event of Default specified in
Section 8.4 or 8.5 of the Credit Agreement, in which case no such notice need be given), and in addition to all rights and remedies available to Agent under any other agreement, at law, in equity, or otherwise,
exercise all voting rights, or any other ownership or consensual rights (including any dividend or distribution rights) in respect of the Pledged Interests owned by such Grantor, but under no circumstances is Agent obligated by the terms of this
Agreement to exercise such rights, and (ii) if Agent duly exercises its right to vote any of such Pledged Interests, each Grantor hereby appoints Agent, such Grantor’s true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner Agent deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or
members, as the case may be. The power-of-attorney and proxy granted hereby is coupled with an interest and shall be irrevocable. 

  
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 (b)    For so long as any Grantor shall have the right to vote the Pledged
Interests owned by it, such Grantor covenants and agrees that it will not, without the prior written consent of Agent, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of
Agent, the other members of the Lender Group, or the Bank Product Providers, or the value of the Pledged Interests. 

17.    Remedies. Upon the occurrence and during the continuance of an Event of Default, subject to the
Intercreditor Agreement: 
 (a)    Agent may, and, at the instruction of the Required Lenders, shall, exercise in
respect of the Collateral, in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it, all the rights and remedies of a secured party on default under the Code or any other applicable law.
Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any such event, Agent without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of
public or private sale) to or upon any Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), may take immediate
possession of all or any portion of the Collateral and (i) require Grantors to, and each Grantor hereby agrees that it will at its own expense and upon written request of Agent forthwith, assemble all or part of the Collateral as directed by
Agent and make it available to Agent at one or more locations where such Grantor regularly maintains Inventory, and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or
private sale, at any of Agent’s offices or elsewhere, for cash, on credit, and upon such other terms as Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notification of sale shall be required by law, at least ten
days notification by mail to the applicable Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notification shall constitute a
reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the Code. Agent shall not be obligated to make any sale of Collateral regardless of notification of
sale having been given. Agent may adjourn any public sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor
agrees that (A) the internet shall constitute a “place” for purposes of Section 9-610(b) of the Code, and (B) to the extent notification of sale shall be required by law, notification by
mail of the URL where a sale will occur and the time when a sale will commence at least ten days prior to the sale shall constitute a reasonable notification for purposes of Section 9-611(b) of the Code. Each
Grantor agrees that any sale of Collateral to a licensor pursuant to the terms of a license agreement between such licensor and a Grantor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time)
within the meaning of Section 9-610 of the Code. 
 (b)    Agent is hereby
granted a license or other right to use, without liability for royalties or any other charge, each Grantor’s Intellectual Property, including but not limited to, any labels, Patents, Trademarks, trade names, URLs, domain names, industrial
designs, Copyrights, and advertising matter, whether owned by any Grantor or with respect to which any Grantor has rights under license, sublicense, or other agreements (including any Intellectual Property License), as it pertains to the Collateral,
in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of Agent. 

(c)    Agent may, in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise
available to it under applicable law and without the requirement of 

  
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notice to or upon any Grantor or any other Person (which notice is hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), (i) with respect to any
Grantor’s Deposit Accounts in which Agent’s Liens are perfected by control under Section 9-104 of the Code, instruct the bank maintaining such Deposit Account for the applicable Grantor to pay
the balance of such Deposit Account to or for the benefit of Agent, and (ii) with respect to any Grantor’s Securities Accounts in which Agent’s Liens are perfected by control under
Section 9-106 of the Code, instruct the securities intermediary maintaining such Securities Account for the applicable Grantor to (A) transfer any cash in such Securities Account to or for the
benefit of Agent, or (B) liquidate any financial assets in such Securities Account that are customarily sold on a recognized market and transfer the cash proceeds thereof to or for the benefit of Agent. 

(d)    Any cash held by Agent as Collateral and all cash proceeds received by Agent in respect of any sale of, collection
from, or other realization upon all or any part of the Collateral shall be applied against the Secured Obligations in the order set forth in the Credit Agreement. In the event the proceeds of Collateral are insufficient to satisfy all of the Secured
Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency. 
 (e)    Each
Grantor hereby acknowledges that the Secured Obligations arise out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing Agent shall have the right to an immediate writ of possession without notice of a
hearing. Agent shall have the right to the appointment of a receiver for the properties and assets of each Grantor, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantor may have thereto or
the right to have a bond or other security posted by Agent. 
 18.    Remedies Cumulative. Each right, power, and
remedy of Agent, any other member of the Lender Group, or any Bank Product Provider as provided for in this Agreement, the other Loan Documents or any Bank Product Agreement now or hereafter existing at law or in equity or by statute or otherwise
shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Agreement, the other Loan Documents and the Bank Product Agreements or now or hereafter existing at law or in equity or by
statute or otherwise, and the exercise or beginning of the exercise by Agent, any other member of the Lender Group, or any Bank Product Provider, of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later
exercise by Agent, such other member of the Lender Group or such Bank Product Provider of any or all such other rights, powers, or remedies. 

19.    Marshaling. Agent shall not be required to marshal any present or future collateral security (including but
not limited to the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies
hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, each Grantor hereby agrees
that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of Agent’s rights and remedies under this Agreement or under any other instrument creating or evidencing any of the
Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably
waives the benefits of all such laws. 
 20.    Indemnity. Each Grantor agrees to indemnify Agent, the other
members of the Lender Group, and the Bank Product Providers from and against all claims, lawsuits and liabilities (including 

  
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reasonable attorneys’ fees) arising out of or resulting from this Agreement (including enforcement of this Agreement) or any other Loan Document to which such Grantor is a party in
accordance with and to the extent set forth in Section 10.3 of the Credit Agreement. This provision shall survive the termination of this Agreement and the Credit Agreement and the repayment of the Secured Obligations. 

21.    Merger, Amendments; Etc. THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES. No waiver of any provision of this Agreement, and no consent to
any departure by any Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which
given. No amendment of any provision of this Agreement shall be effective unless the same shall be in writing and signed by Agent and each Grantor to which such amendment applies. 

22.    Addresses for Notices. All notices and other communications provided for hereunder shall be given in the
form and manner and delivered to Agent at its address specified in the Credit Agreement, and to any of the Grantors at the notice address specified for Borrowers in the Credit Agreement, or as to any party, at such other address as shall be
designated by such party in a written notice to the other party. 
 23.    Continuing Security Interest: Assignments
under Credit Agreement. 
 (a)    This Agreement shall create a continuing security interest in the Collateral and
shall (i) remain in full force and effect until the Obligations have been paid in full in accordance with the provisions of the Credit Agreement and the Commitments have expired or have been terminated, (ii) be binding upon each Grantor,
and their respective successors and assigns, and (iii) inure to the benefit of, and be enforceable by, Agent, and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), any Lender may, in
accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the
benefits in respect thereof granted to such Lender herein or otherwise. Upon payment in full of the Secured Obligations in accordance with the provisions of the Credit Agreement and the expiration or termination of the Commitments, the Guaranty made
and the Security Interest granted hereby shall terminate and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto. At such time, upon Borrowers’ request, Agent will authorize the filing of appropriate
termination statements to terminate such Security Interest. No transfer or renewal, extension, assignment, or termination of this Agreement or of the Credit Agreement, any other Loan Document, or any other instrument or document executed and
delivered by any Grantor to Agent nor any additional Revolving Loans or other loans made by any Lender to any Borrower, nor the taking of further security, nor the retaking or re-delivery of the Collateral to
Grantors, or any of them, by Agent, nor any other act of the Lender Group or the Bank Product Providers, or any of them, shall release any Grantor from any obligation, except a release or discharge executed in writing by Agent in accordance with the
provisions of the Credit Agreement. Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the extent therein
set forth. A waiver by Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Agent would otherwise have had on any other occasion. 

  
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 (b)    If any member of the Lender Group or any Bank Product Provider
repays, refunds, restores, or returns in whole or in part, any payment or property (including any proceeds of Collateral) previously paid or transferred to such member of the Lender Group or such Bank Product
Provider in full or partial satisfaction of any Secured Obligation or on account of any other obligation of any Loan Party under any Loan Document or any Bank Product Agreement, because the payment, transfer, or the
incurrence of the obligation so satisfied is asserted or declared to be void, voidable, or otherwise recoverable under any law relating to creditors’ rights, including provisions of the Bankruptcy Code relating to
fraudulent transfers, preferences, or other voidable or recoverable obligations or transfers (each, a “Voidable Transfer”), or because such member of the Lender Group or Bank Product Provider elects to do so on
the reasonable advice of its counsel in connection with a claim that the payment, transfer, or incurrence is or may be a Voidable Transfer, then, as to any such Voidable Transfer, or the amount thereof that such member of the Lender
Group or Bank Product Provider elects to repay, restore, or return (including pursuant to a settlement of any claim in respect thereof), and as to all reasonable
out-of-pocket costs, expenses, and outside counsel attorneys’ fees of such member of the Lender Group or Bank Product Provider related thereto, (i)
the liability of the Loan Parties with respect to the amount or property paid, refunded, restored, or returned will automatically and immediately be revived, reinstated, and restored and will exist, and (ii) Agent’s
Liens securing such liability shall be effective, revived, and remain in full force and effect, in each case, as fully as if such Voidable Transfer had never been made. If, prior to any of the foregoing, (A) Agent’s
Liens shall have been released or terminated, or (B) any provision of this Agreement shall have been terminated or cancelled, Agent’s Liens, or such provision of this Agreement, shall be reinstated in full force and effect and
such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligation of any Loan Party in respect of such liability or any Collateral securing such liability. 

24.    Survival. All representations and warranties made by the Grantors in this Agreement and in the
certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of
any loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Agent, Issuing Lender, or any Lender may have had notice or knowledge of any Default or Event of
Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any loan or any fee or any other amount
payable under the Credit Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. 

25.    Communications Laws. 

(a)    Notwithstanding any other provision of this Agreement, the Collateral shall not include at any time any FCC Licenses
held by Grantors to the extent (but only to the extent) that at such time Agent may not validly possess a security interest therein pursuant to the Communications Laws, as in effect at such time, but such security interest does include, to the
maximum extent permitted by law all rights incident or appurtenant to all FCC Licenses and the right to receive all proceeds derived from or in connection with the sale, assignment or transfer of the FCC Licenses, as set forth in the last paragraph
of Section 3. 
 (b)    Notwithstanding any other provision of this Agreement, any foreclosure
on, sale, transfer or other disposition of, or the exercise of any rights to vote or consent with respect to any of the Collateral as provided herein or any other action taken or to be taken by Agent hereunder shall be in compliance with the
Communications Laws, and to the extent required thereby, subject to the prior 

  
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approval of the FCC. In determining whether an approval of the FCC is required in connection with any action taken under this Agreement, Agent shall be entitled to rely on the advice of FCC or
regulatory counsel experienced in giving such advice selected by Agent. 
 (c)    It is the intention of the parties
hereto that the Security Interests in favor of Agent on the Collateral shall in all relevant aspects be subject to and governed by the Communications Laws and that nothing in this Agreement shall be construed to diminish the control exercised by the
Grantor except in accordance with the provisions of such Communications Laws. Subject to the Intercreditor Agreement, each Grantor agrees that upon the written request from time to time by Agent it will actively pursue obtaining any governmental,
regulatory or third party consents, approvals or authorizations referred to in this Section 25, including, upon any written request of Agent following the occurrence of and during the continuance of an Event of Default, the
preparation, signing and filing with (or causing to be prepared, signed and filed with) the FCC of any application or other request for consent, approval or authorization necessary or appropriate under the Communications Laws (i) to assign or
transfer control of any FCC License, (ii) to transfer control of any Grantor or Subsidiary of Grantor or (iii) to transfer or assign any of the Collateral or assets of any Grantor or Subsidiary of Grantor, which is required to be signed by
any Grantor or subsidiary of a Grantor. 
 (d)    Notwithstanding any other provision of this Agreement or any provision
of the Credit Agreement or any other Loan Document to the contrary, following the occurrence and during the continuance of an Event of Default, the voting rights with respect to any Collateral that consists of equity securities in any Grantor that
holds a FCC License, or that, directly or indirectly through one or more subsidiaries, controls an entity that holds a FCC License, shall, to the extent required by provisions of the Communications Laws, remain with the party or parties previously
approved by the FCC to hold such voting rights to the Collateral. There shall be either a public or private arm’s length sale of such equity securities, and, to the extent required by provisions of the Communications Laws, the successful bidder
for, or purchaser of, such equity securities at such sale shall neither acquire nor exercise any rights with respect to such equity securities until such time as the FCC shall have granted its consent to such acquisition or exercise. 

(e)    To enforce the provisions of this Section 25, the Agent is empowered to seek from the FCC
or any other Governmental Authority, to the extent required, consent to or approval of any involuntary transfer of control of any entity whose Collateral is subject to this Agreement for the purpose of seeking a bona fide purchaser to whom control
will ultimately be transferred. Subject to the Intercreditor Agreement, each Grantor hereby agrees to consent to any such involuntary transfer of control upon the written request of the Agent after and during the continuance of an Event of Default,
and, without limiting any rights of the Agent under this Agreement, to authorize the Agent to nominate a trustee or receiver to assume control of the Collateral, subject only to required judicial, FCC or other consent required by any Governmental
Authority, in order to effectuate the transactions contemplated in this Section 25. Such trustee shall have all the rights and powers as provided to it by Law or court order, or to the Agent under this Agreement. Each
Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other Governmental Authority required to effectuate the foregoing. 

(f)    Each Grantor hereby acknowledges and agrees that the Collateral is a unique asset and that a violation of such
Grantor’s covenant to cooperate with respect to any regulatory consents would result in irreparable harm to the Agent for which monetary damages are not readily ascertainable. Each Grantor further agrees that, because of the unique nature of
its undertakings in this Section 25, the same may be specifically enforced, and it hereby waives, and agrees to waive, any claim or defense that the Agent would have an adequate remedy at law for the breach of such
undertakings. 

  
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 (g)    Without limiting the obligations of any Grantor hereunder in any
respect, each Grantor further agrees that if such Grantor, upon or after the occurrence of an Event of Default, subject to the Intercreditor Agreement, should fail or refuse for any reason whatsoever, without limitation, to execute any application
necessary or appropriate to obtain any governmental consent necessary or appropriate for the exercise of any right of the Agent hereunder, such Grantor agrees that such application may be executed on such Grantor’s behalf by the clerk of the
court or other representative of any court or other forum of competent jurisdiction without notice to such Grantor, pursuant to an order of such court or forum. 

(h)    For the avoidance of any doubt, in the event of any conflict between any provision of this
Section 25 and any other provision of this Agreement or any provision of the Credit Agreement or any other Loan Document, the provision of this Section 25 shall control. 

26.    CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION. 

(a)    THE VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE PARTIES
HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK. 
 (b)    THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE
TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY
MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH GRANTOR AND AGENT WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW,
ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 26(b). 

(c)    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH GRANTOR AND AGENT HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF
ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM”). EACH GRANTOR AND AGENT REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH
LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 

  
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 (d)    EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK AND THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF
THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT
ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST ANY GRANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

(e)    NO CLAIM MAY BE MADE BY ANY GRANTOR AGAINST THE AGENT, THE SWING LENDER, ANY OTHER LENDER, ISSUING LENDER, OR THE
UNDERLYING ISSUER, OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT,
CONSEQUENTIAL, OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION
HEREWITH, AND EACH GRANTOR HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR. 

(f)    IN THE EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE “COURT”) BY
OR AGAINST ANY PARTY HERETO IN CONNECTION WITH ANY CLAIM AND THE WAIVER SET FORTH IN SECTION 26(c) ABOVE IS NOT ENFORCEABLE IN SUCH PROCEEDING, THE PARTIES HERETO AGREE AS FOLLOWS: 

(i) WITH THE EXCEPTION OF THE MATTERS SPECIFIED IN SUBCLAUSE (ii) BELOW, ANY CLAIM SHALL BE DETERMINED BY A GENERAL REFERENCE PROCEEDING
IN ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.1. THE PARTIES INTEND THIS GENERAL REFERENCE AGREEMENT TO BE SPECIFICALLY ENFORCEABLE. VENUE FOR THE REFERENCE PROCEEDING SHALL BE IN THE COUNTY OF LOS
ANGELES, CALIFORNIA. 
 (ii) THE FOLLOWING MATTERS SHALL NOT BE SUBJECT TO A GENERAL REFERENCE PROCEEDING:
(A) NON-JUDICIAL FORECLOSURE OF ANY SECURITY INTERESTS IN REAL OR PERSONAL PROPERTY, (B) EXERCISE OF SELF-HELP REMEDIES (INCLUDING SET-OFF OR RECOUPMENT), (C)
APPOINTMENT OF A RECEIVER, AND (D) TEMPORARY, PROVISIONAL, OR ANCILLARY REMEDIES (INCLUDING WRITS OF ATTACHMENT, WRITS OF POSSESSION, TEMPORARY RESTRAINING ORDERS, OR PRELIMINARY INJUNCTIONS). THIS AGREEMENT DOES NOT LIMIT THE RIGHT OF ANY
PARTY TO EXERCISE OR OPPOSE ANY OF THE RIGHTS AND REMEDIES DESCRIBED IN CLAUSES (A) THROUGH (D) AND ANY SUCH EXERCISE OR OPPOSITION DOES NOT WAIVE THE RIGHT OF ANY PARTY TO PARTICIPATE IN A REFERENCE PROCEEDING PURSUANT TO THIS AGREEMENT WITH
RESPECT TO ANY OTHER MATTER. 

  
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 (iii) UPON THE WRITTEN REQUEST OF ANY PARTY, THE PARTIES SHALL SELECT A SINGLE REFEREE, WHO
SHALL BE A RETIRED JUDGE OR JUSTICE. IF THE PARTIES DO NOT AGREE UPON A REFEREE WITHIN TEN DAYS OF SUCH WRITTEN REQUEST, THEN, ANY PARTY SHALL HAVE THE RIGHT TO REQUEST THE COURT TO APPOINT A REFEREE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE
SECTION 640(B). THE REFEREE SHALL BE APPOINTED TO SIT WITH ALL OF THE POWERS PROVIDED BY LAW. PENDING APPOINTMENT OF THE REFEREE, THE COURT SHALL HAVE THE POWER TO ISSUE TEMPORARY OR PROVISIONAL REMEDIES. 

(iv) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE REFEREE SHALL DETERMINE THE MANNER IN WHICH THE REFERENCE PROCEEDING IS CONDUCTED
INCLUDING THE TIME AND PLACE OF HEARINGS, THE ORDER OF PRESENTATION OF EVIDENCE, AND ALL OTHER QUESTIONS THAT ARISE WITH RESPECT TO THE COURSE OF THE REFERENCE PROCEEDING. ALL PROCEEDINGS AND HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL,
SHALL BE CONDUCTED WITHOUT A COURT REPORTER, EXCEPT WHEN ANY PARTY SO REQUESTS A COURT REPORTER AND A TRANSCRIPT IS ORDERED, A COURT REPORTER SHALL BE USED AND THE REFEREE SHALL BE PROVIDED A COURTESY COPY OF THE TRANSCRIPT. THE PARTY MAKING SUCH
REQUEST SHALL HAVE THE OBLIGATION TO ARRANGE FOR AND PAY THE COSTS OF THE COURT REPORTER; PROVIDED, THAT SUCH COSTS, ALONG WITH THE REFEREE’S FEES, SHALL ULTIMATELY BE BORNE BY THE PARTY WHO DOES NOT PREVAIL, AS DETERMINED BY THE
REFEREE. 
 (v) THE REFEREE MAY REQUIRE ONE OR MORE PREHEARING CONFERENCES. THE PARTIES HERETO SHALL BE ENTITLED TO DISCOVERY, AND THE
REFEREE SHALL OVERSEE DISCOVERY IN ACCORDANCE WITH THE RULES OF DISCOVERY, AND SHALL ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS ANY TRIAL COURT JUDGE IN PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA. 

(vi) THE REFEREE SHALL APPLY THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA AND SHALL DETERMINE ALL ISSUES
IN ACCORDANCE WITH CALIFORNIA SUBSTANTIVE AND PROCEDURAL LAW. THE REFEREE SHALL BE EMPOWERED TO ENTER EQUITABLE AS WELL AS LEGAL RELIEF AND RULE ON ANY MOTION WHICH WOULD BE AUTHORIZED IN A TRIAL, INCLUDING MOTIONS FOR DEFAULT JUDGMENT OR SUMMARY
JUDGMENT. THE REFEREE SHALL REPORT HIS OR HER DECISION, WHICH REPORT SHALL ALSO INCLUDE FINDINGS OF FACT AND CONCLUSIONS OF LAW. THE REFEREE SHALL ISSUE A DECISION AND PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE, SECTION 644, THE REFEREE’S
DECISION SHALL BE ENTERED BY THE COURT AS A JUDGMENT IN THE SAME MANNER AS IF THE ACTION HAD BEEN TRIED BY THE COURT. THE FINAL JUDGMENT OR ORDER FROM ANY APPEALABLE DECISION OR ORDER ENTERED BY THE REFEREE SHALL BE FULLY APPEALABLE AS IF IT HAS
BEEN ENTERED BY THE COURT. 
 (vii) THE PARTIES RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN A GENERAL REFERENCE PROCEEDING PURSUANT
HERETO WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY HERETO KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE
PROVISION SHALL APPLY TO ANY DISPUTE BETWEEN THEM THAT ARISES OUT OF OR IS RELATED TO THIS AGREEMENT. 

  
 38 








 27.    New Subsidiaries. Pursuant to
Section 5.11 of the Credit Agreement, certain Subsidiaries (whether by acquisition or creation) of any Grantor are required to enter into this Agreement by executing and delivering in favor of Agent a Joinder to this
Agreement in substantially the form of Annex 1. Upon the execution and delivery of Annex 1 by any such new Subsidiary, such Subsidiary shall become a Guarantor and/or Grantor hereunder with the same force and effect as if originally
named as a Guarantor and/or Grantor herein. The execution and delivery of any instrument adding an additional Guarantor or Grantor as a party to this Agreement shall not require the consent of any Guarantor or Grantor hereunder. The rights and
obligations of each Guarantor and Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor or Grantor hereunder. 

28.    Agent. Each reference herein to any right granted to, benefit conferred upon or power exercisable by the
“Agent” shall be a reference to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers. 

29.    Intercreditor Agreement Controls. Notwithstanding anything herein to the contrary, the liens and security
interests granted to Agent, pursuant to this Agreement and the exercise of any right or remedy by Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of May 19, 2017 (as amended, restated, supplemented or
otherwise modified from time to time, the “Intercreditor Agreement”), between Wells Fargo Bank, National Association, as the Revolving Collateral Agent, and U.S. Bank National Association, as the Notes Collateral Agent. In the
event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, as between the Revolving Claimholders and the Notes Claimholders (as each term is defined in the Intercreditor Agreement), the terms of the
Intercreditor Agreement shall govern and control. 
 30.    Miscellaneous. 

(a)    This Agreement is a Loan Document. This Agreement may be executed in any number of counterparts and by different
parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this
Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or
other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this
Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis. 
 (b)    Any provision of
this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of
such provision in any other jurisdiction. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision. 

(c)    Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the
context, everything contained in each Section applies equally to this entire Agreement. 
 (d)    Neither this Agreement
nor any uncertainty or ambiguity herein shall be construed against any member of the Lender Group, any Bank Product Provider, or any Grantor, whether 

  
 39 








 
under any rule of construction or otherwise. This Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to
accomplish fairly the purposes and intentions of all parties hereto. 
 [Signature pages follow] 

  
 40 








 IN WITNESS WHEREOF, the undersigned parties hereto have caused this Agreement to be executed and
delivered as of the day and year first above written. 
  

							
	GRANTORS:	 		 	 SALEM MEDIA GROUP, INC.

		 		 	AIR HOT, INC.
		 		 	BISON MEDIA, INC.
		 		 	CARON BROADCASTING, INC.
		 		 	COMMON GROUND BROADCASTING, INC.
		 		 	INSPIRATION MEDIA, INC.
		 		 	NEW INSPIRATION BROADCASTING COMPANY, INC.
		 		 	NI ACQUISITION CORP.
		 		 	PENNSYLVANIA MEDIA ASSOCIATES, INC.
		 		 	REACH SATELLITE NETWORK, INC.
		 		 	SALEM CONSUMER PRODUCTS, INC.
		 		 	SALEM COMMUNICATIONS HOLDING CORPORATION
		 		 	SALEM MEDIA OF COLORADO, INC.
		 		 	SALEM MEDIA OF HAWAII, INC.
		 		 	SALEM MEDIA OF KENTUCKY, INC.
		 		 	SALEM MEDIA OF OHIO, INC.
		 		 	SALEM MEDIA OF OREGON, INC.
		 		 	SALEM MEDIA OF TEXES, INC.
		 		 	SALEM MEDIA OF VIRGINIA, INC.
		 		 	SALEM MEDIA REPRESENTATIVES, INC.
		 		 	SALEM PUBLISHING, INC.
		 		 	SALEM RADIO NETWORK INCORPORATED
		 		 	SALEM RADIO PROPERTIES, INC.
		 		 	SCA LICENSE CORPORATION
		 		 	SOUTH TEXAS BROADCASTING, INC.
		 		 	SRN NEWS NETWORK, INC.
		 		 	SRN STORE, INC.
				
		 		 	By:	 	 /s/ Evan D. Masyr

		 		 	Name:	 	Evan D. Masyr
		 		 	Title:	 	Chief Financial Officer


  
 [SIGNATURE PAGE TO
GUARANTY AND SECURITY AGREEMENT] 









							
	GRANTORS:	 		 	INSPIRATION MEDIA OF TEXAS, LLC.
		 		 	BY:	 	 SCA LICENSE CORPORATION,
 its
Managing Member

			
		 		 	SALEM MEDIA OF ILLINOIS, LLC
		 		 	BY:	 	SCA LICENSE CORPORATION,
		 		 		 	its Managing Member
			
		 		 	SALEM MEDIA OF MASSACHUSETTS, LLC
		 		 	BY:	 	SCA LICENSE CORPORATION,
		 		 		 	its Managing Member
			
		 		 	SALEM MEDIA OF NEW YORK, LLC
		 		 	BY:	 	SCA LICENSE CORPORATION,
		 		 		 	its Managing Member
			
		 		 	SALEM RADIO OPERATIONS, LLC
		 		 	BY:	 	SCA LICENSE CORPORATION,
		 		 		 	its Managing Member
			
		 		 	SALEM SATELLITE MEDIA, LLC
		 		 	BY:	 	SCA LICENSE CORPORATION,
		 		 		 	its Managing Member
			
		 		 	SALEM WEB NETWORK, LLC
		 		 	BY:	 	SCA LICENSE CORPORATION,
		 		 		 	its Managing Member
			
		 		 	SCA-PALO ALTO, LLC
		 		 	BY:	 	SCA LICENSE CORPORATION,
		 		 		 	its Managing Member
				
		 		 	By:	 	 /s/ Evan D. Masyr

		 		 	Name:	 	Evan D. Masyr
		 		 	Title:	 	Chief Financial Officer
			
		 		 	EAGLE PRODUCTS, LLC
		 		 	BY:	 	CARON BROADCASTING, INC.,
		 		 		 	Its Managing Member
				
		 		 	By:	 	 /s/ Evan D. Masyr

		 		 	Name:	 	Evan D. Masyr
		 		 	Title:	 	Chief Financial Officer


  
 [SIGNATURE PAGE TO
GUARANTY AND SECURITY AGREEMENT] 









							
	AGENT:	 		 	WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association
				
		 		 	By:	 	 /s/ Nicholas Ply

		 		 	Name:	 	Nicholas Ply
		 		 		 	Its Authorized Signatory


  
 [SIGNATURE PAGE TO
GUARANTY AND SECURITY AGREEMENT] 








 SCHEDULE 1 

COMMERCIAL TORT CLAIMS 
 None.








 
SCHEDULE 2 
 COPYRIGHTS 

UNITED STATES COPYRIGHTS 
 Registrations: 

 

					
	 OWNER
	  	 TITLE
	  	REGISTRATION
NUMBER
	Salem Communications Holding Corporation	  	The Bill Bennett Show, Episodes 1-29, 31,32, 39-42; 2/1/07 - 3/30/07	  	SRu000879938
	Salem Communications Holding Corporation	  	Bill Bennett’s “Morning in America”, Episodes 108-172, 7/1/07 - 9/30/07	  	SRu000876228
	Salem Communications Holding Corporation	  	Bill Bennett’s “Morning in America”, Episodes 173-238, 10/1/07 - 12/31/07	  	SRu000876231
	Salem Communications Holding Corporation	  	Bill Bennett’s “Morning in America”, Episodes 239-303, 1/1/08 - 3/31/08	  	SRu000876229
	Salem Communications Holding Corporation	  	Bill Bennett’s “Morning in America”, Episodes 304-368, 4/1/08 - 6/30/08	  	SRu000876232
	Salem Communications Holding Corporation	  	The Dennis Prager Show, Episodes 087-152, 6/1/07 - 8/31/07	  	SRu000876226
	Salem Communications Holding Corporation	  	The Dennis Prager Show, Episodes 153-217, 9/1/07 - 11/30/07	  	SRu000876225
	Salem Communications Holding Corporation	  	The Dennis Prager Show, Episodes 218-282, 12/1/07 - 2/29/08	  	SRu000876223
	Salem Communications Holding Corporation	  	The Dennis Prager Show, Episodes 283-347, 3/1/08 - 5/31/08	  	SRu000876214
	Salem Communications Holding Corporation	  	The Dennis Prager Show : no. 1-20	  	SRu000664152
	Salem Communications Holding Corporation	  	The Hugh Hewitt Show, Episodes 173-238, 10/1/07 - 12/31/07	  	SRu000876202
	Salem Communications Holding Corporation	  	The Hugh Hewitt Show, Episodes 108-172, 7/1/07 - 9/30/07	  	SRu000876227
	Salem Communications Holding Corporation	  	The Hugh Hewitt Show, Episodes 239-303, 1/1/08 - 3/31/08	  	SRu000876203
	Salem Communications Holding Corporation	  	The Hugh Hewitt Show, Episodes 304-368, 4/1/08 - 6/30/08	  	SRu000876233
	Salem Communications Holding Corporation	  	The Hugh Hewitt Show, Episodes 043-107, 4/2/07 - 6/29/07	  	SRu000889343
	Salem Communications Holding Corporation	  	The Hugh Hewitt Show, Episodes 1-33, 38-42, 2/1/07 -3/30/07	  	SRu000882947
	Salem Communications Holding Corporation	  	Janet Parshall’s America : 130-195	  	SRu000876205
	Salem Communications Holding Corporation	  	Janet Parshall’s America : 196-261	  	SRu000876206
	Salem Communications Holding Corporation	  	Janet Parshall’s America : 262-325	  	SRu000876207









					
	Salem Communications Holding Corporation	  	Janet Parshall’s America, Episodes 1-27, 31-63; 2/1/07 - 4/30/07	  	SRu000879936
	Salem Communications Holding Corporation	  	The Michael Medved Show : 021-086	  	SRu001037379
	Salem Communications Holding Corporation	  	The Michael Medved Show : 087-152	  	SRu000876235
	Salem Communications Holding Corporation	  	The Michael Medved Show : 153-217	  	SRu000876238
	Salem Communications Holding Corporation	  	The Michael Medved Show : 218-282	  	SRu000876234
	Salem Communications Holding Corporation	  	The Michael Medved Show : 283-347	  	SRu000876237
	Salem Communications Holding Corporation	  	The Michael Medved Show : no. 1-20	  	SRu000664151
	Salem Communications Holding Corporation	  	The Mike Gallagher Show : 130-195	  	SRu000876215
	Salem Communications Holding Corporation	  	The Mike Gallagher Show : 196-261	  	SRu000876218
	Salem Communications Holding Corporation	  	The Mike Gallagher Show : 262-325	  	SRu000876221
	Salem Communications Holding Corporation	  	The Mike Gallagher Show, Episodes 1-63, 2/1/07 - 4/30/07	  	SRu000882952
	Salem Radio Network, Inc.	  	The Dennis Prager show : 9/19/2005 through 9/23/2005 episodes / Dennis Prager	  	SR0000378812
	Salem Publishing, Inc.	  	Audio Adrenaline : the unbiased, unabridged & unbelievable story of Audio Adrenaline / by Shari MacDonald.	  	TX0005296474
	Salem Publishing, Inc.	  	Avalon / by Merrill Farnsworth.	  	TX0005133008
	Salem Publishing, Inc.	  	CCM lifelines : newsboys / by Lucas W. Hendrickson.	  	TX0005249670
	Salem Publishing, Inc.	  	CCM lifelines : the 100 greatest albums in Christian music / Thom Granger, editor.	  	TX0005292804
	Salem Publishing, Inc.	  	Jaci Velasquez / by Linda Warren.	  	TX0005296475
	Salem Publishing, Inc.	  	Steven Curtis Chapman / By Melissa Riddle.	  	TX0005136607

 Applications: None. 
 OTHER
COPYRIGHTS 
 Registrations: None. 
 Applications: None.








 SCHEDULE 3 

INTELLECTUAL PROPERTY LICENSES 

None. 







 
SCHEDULE 4 
 PATENTS 

UNITED STATES PATENTS: 
 Registrations: None. 

Applications: None.  
 OTHER PATENTS: 

Registrations: None. 
 Applications: None.  







 SCHEDULE 5 

PLEDGED COMPANIES 
  

													
	 Name of Grantor
	  	 Name of Pledged

Company
	  	Number of
Shares/Units	  	 Class of
Interests
	  	Percentage
of Class
Owned	 	Percentage
of Class
Pledged	 	 Certificate

Nos.

	Salem Media Group, Inc.	  	Air Hot, Inc.	  	1,000	  	common	  	100%	 	100%	 	2
	Salem Communications Holding Corporation	  	Bison Media, Inc.	  	1,000	  	common	  	100%	 	100%	 	3
	Salem Communications Holding Corporation	  	Caron Broadcasting, Inc.	  	1,000	  	common	  	100%	 	100%	 	2
	Salem Communications Holding Corporation	  	Common Ground Broadcasting, Inc.	  	1,000	  	common	  	100%	 	100%	 	003
	Salem Communications Holding Corporation	  	Inspiration Media, Inc.	  	100	  	common	  	100%	 	100%	 	2
	Salem Radio Operations, LLC and SCA License Corporation	  	Inspiration Media of Texas, LLC	  	—  	  	—  	  	100%	 	100%	 	N/A
	Caron Broadcasting, Inc.	  	Eagle Products, LLC	  	—  	  	—  	  	100%	 	100%	 	N/A
	Salem Communications Holding Corporation	  	 New Inspiration Broadcasting

Company, Inc.
	  	30,600	  	common	  	100%	 	100%	 	4
	Salem Communications Holding Corporation	  	NI Acquisition Corp.	  	1,000	  	common	  	100%	 	100%	 	3









													
	 Name of Grantor
	  	 Name of Pledged

Company
	  	Number of
Shares/Units	  	 Class of
Interests
	  	Percentage
of Class
Owned	 	Percentage
of Class
Pledged	 	 Certificate

Nos.

	Salem Communications Holding Corporation	  	Pennsylvania Media Associates, Inc.	  	1,000	  	common	  	100%	 	100%	 	2
	Salem Communications Holding Corporation	  	Reach Satellite Network, Inc.	  	100	  	common	  	100%	 	100%	 	22
	Salem Communications Corporation	  	Salem Communications Holding Corporation	  	1,000	  	common	  	100%	 	100%	 	1
	Salem Communications Holding Corporation	  	Salem Consumer Products, Inc.	  	1,000	  	common	  	100%	 	100%	 	2
	SCA License Corporation	  	Salem Media of Massachusetts, LLC	  	—  	  	—  	  	100%	 	100%	 	N/A
	Salem Communications Holding Corporation	  	Salem Media of Colorado, Inc.	  	1,000	  	common	  	100%	 	100%	 	2
	Salem Communications Holding Corporation	  	Salem Media of Hawaii, Inc.	  	1,000	  	common	  	100%	 	100%	 	2
	Salem Radio Operations, LLC and SCA License Corporation	  	Salem Media of Illinois, LLC	  	Membership
Interests	  	common	  	100%	 	100%	 	N/A
	Salem Communications Holding Corporation	  	Salem Media of Kentucky, Inc.	  	1,000	  	common	  	100%	 	100%	 	2









													
	 Name of Grantor
	  	 Name of Pledged

Company
	  	Number of
Shares/Units	  	Class of
Interests	  	Percentage
of Class
Owned	 	Percentage
of Class
Pledged	 	Certificate
Nos.
	Salem Radio Operations, LLC and SCA License Corporation	  	Salem Media of New York, LLC	  	—  	  	—  	  	100%	 	100%	 	N/A
	Salem Communications Holding Corporation	  	Salem Media of Ohio, Inc.	  	100	  	common	  	100%	 	100%	 	7
	Salem Communications Holding Corporation	  	Salem Media of Oregon, Inc.	  	100	  	common	  	100%	 	100%	 	4
	Salem Communications Holding Corporation	  	Salem Media of Texas, Inc.	  	1,000	  	common	  	100%	 	100%	 	2
	 New Inspiration Broadcasting
 Company, Inc.

 
 Salem Communications Holding Corporation
	  	Salem Media of Virginia, Inc.	  	 850 
 150
	  	common	  	100%	 	100%	 	 6 
 4

	Salem Communications Holding Corporation	  	Salem Media Representatives, Inc.	  	1,000	  	common	  	100%	 	100%	 	2
	Salem Communications Corporation	  	Salem Publishing, Inc.	  	1,000	  	common	  	100%	 	100%	 	8
	Salem Communications Holding Corporation	  	Salem Radio Network Incorporated	  	200	  	common	  	100%	 	100%	 	6









													
	 Name of Grantor
	  	 Name of Pledged

Company
	  	Number of
Shares/Units	  	Class of
Interests	  	Percentage
of Class
Owned	 	Percentage
of Class
Pledged	 	Certificate
Nos.
	SCA License Corporation	  	Salem Radio Operations, LLC	  	—  	  	—  	  	100%	 	100%	 	N/A
	Salem Communications Holding Corporation	  	Salem Radio Properties, Inc.	  	1,000	  	common	  	100%	 	100%	 	2
	SCA License Corporation	  	Salem Satellite Media, LLC	  	—  	  	—  	  	100%	 	100%	 	N/A
	SCA License Corporation	  	Salem Web Network, LLC	  	—  	  	—  	  	100%	 	100%	 	N/A
	Salem Communications Holding Corporation	  	SCA License Corporation	  	1,000	  	common	  	100%	 	100%	 	3
	SCA License Corporation	  	SCA-Palo Alto, LLC	  	—  	  	—  	  	100%	 	100%	 	N/A
	Salem Communications Holding Corporation	  	South Texas Broadcasting, Inc.	  	1,000	  	common	  	100%	 	100%	 	2
	Salem Communications Holding Corporation	  	SRN News Network, Inc.	  	1,000	  	common	  	100%	 	100%	 	2
	Salem Radio Network Incorporated	  	SRN Store, Inc.	  	1,000	  	common	  	100%	 	100%	 	2








 SCHEDULE 6 

TRADEMARKS 
 UNITED STATES TRADEMARKS:

 Registrations: 
  

					
	 OWNER
	  	 REGISTRATION
NUMBER
	    	 TRADEMARK

	 Air Hot, Inc.
	  	3205952	    	 HOT AIR

	 Caron Broadcasting, Inc.
	  	2736979	    	 CROSSWALK.COM

	 Caron Broadcasting, Inc.
	  	2805120	    	 CROSSWALK

	 New Inspiration Broadcasting Company, Inc.
	  	2569476	    	 THE FISH

	 New Inspiration Broadcasting Company, Inc.
	  	2616697	    	 THE FISH 95.9 FM (Design)

	 Salem Communications Holding Corporation
	  	4793162	    	 REGNERY

	 Salem Communications Holding Corporation
	  	4793163	    	 LITTLE PATRIOT PRESS

	 Salem Communications Holding Corporation
	  	4675160	    	 RADIO LUZ

	 Salem Communications Holding Corporation
	  	4667592	    	 THE ANSWER

	 Salem Communications Holding Corporation
	  	4599766	    	 TODAY’S CHRISTIAN MUSIC

	 Salem Communications Holding Corporation
	  	4477818	    	 SOLID GOSPEL

	 Salem Communications Holding Corporation
	  	4470854	    	 THE WORD IN PRAISE

	 Salem Communications Holding Corporation
	  	4192191	    	 BULL MARKET ALERT

	 Salem Communications Holding Corporation
	  	4252619	    	 THE ALPHA INVESTOR LETTER

	 Salem Communications Holding Corporation
	  	4121884	    	 TEACON

	 Salem Communications Holding Corporation
	  	4643211	    	 FAMILY TALK

	 Salem Communications Holding Corporation
	  	4188879	    	 REDSTATE

	 Salem Communications Holding Corporation
	  	4017393	    	 FAMILY EVENTS

	 Salem Communications Holding Corporation
	  	4011756	    	 THE GLOBAL GURU

	 Salem Communications Holding Corporation
	  	4095506	    	 ETF TRADER










					
	 Salem Communications Holding Corporation
	  	4098079	    	 MAKING MONEY ALERT

	 Salem Communications Holding Corporation
	  	4098082	    	 HIGH MONTHLY INCOME

	 Salem Communications Holding Corporation
	  	4098083	    	 HEDGE FUND TRADER

	 Salem Communications Holding Corporation
	  	4098084	    	 HIGH-INCOME ALERT

	 Salem Communications Holding Corporation
	  	4104215	    	 TURNAROUND TRADER

	 Salem Communications Holding Corporation
	  	3933015	    	 DAILY EVENTS

	 Salem Communications Holding Corporation
	  	3316971	    	 WNTP

	 Salem Communications Holding Corporation
	  	3316951	    	 KLFE

	 Salem Communications Holding Corporation
	  	3316950	    	 KCRO

	 Salem Communications Holding Corporation
	  	3316953	    	 WORL

	 Salem Communications Holding Corporation
	  	3316913	    	 KLUP

	 Salem Communications Holding Corporation
	  	3316905	    	 WYLL

	 Salem Communications Holding Corporation
	  	3316906	    	 KSLR

	 Salem Communications Holding Corporation
	  	3316882	    	 WFHM

	 Salem Communications Holding Corporation
	  	3316869	    	 KKNT

	 Salem Communications Holding Corporation
	  	3316870	    	 KYCR

	 Salem Communications Holding Corporation
	  	3316862	    	 WWTC

	 Salem Communications Holding Corporation
	  	3316389	    	 KBIQ

	 Salem Communications Holding Corporation
	  	3293430	    	 KGFT

	 Salem Communications Holding Corporation
	  	3293372	    	 WGKA

	 Salem Communications Holding Corporation
	  	3293352	    	 KSKY

	 Salem Communications Holding Corporation
	  	3293330	    	 WEZE

	 Salem Communications Holding Corporation
	  	3292877	    	 WAVA

	 Salem Communications Holding Corporation
	  	3292876	    	 WFIL

	 Salem Communications Holding Corporation
	  	3292824	    	 KPRZ

	 Salem Communications Holding Corporation
	  	3397026	    	 KRLA










					
	 Salem Communications Holding Corporation
	  	3397015	    	KCBQ
	 Salem Communications Holding Corporation
	  	3397001	    	KKLA
	 Salem Communications Holding Corporation
	  	3396999	    	KGU
	 Salem Communications Holding Corporation
	  	3396987	    	KKFS
	 Salem Communications Holding Corporation
	  	3396982	    	KFAX
	 Salem Communications Holding Corporation
	  	3396984	    	KFIS
	 Salem Communications Holding Corporation
	  	3396955	    	KFSH
	 Salem Communications Holding Corporation
	  	3291058	    	STARFISH
	 Salem Communications Holding Corporation
	  	3188777	    	SERMONSEARCH
	 Salem Communications Holding Corporation
	  	3164206	    	POLITICALLY INCORRECT GUIDE
	 Salem Communications Holding Corporation
	  	2856493	    	DOUG FABIAN’S SUCCESSFUL INVESTING
	 Salem Communications Holding Corporation
	  	3382286	    	CELEBRATE FREEDOM
	 Salem Communications Holding Corporation
	  	2583356	    	S
	 Salem Communications Holding Corporation
	  	2726199	    	FORECASTS & STRATEGIES
	 Salem Communications Holding Corporation
	  	2351187	    	CONSERVATIVE LEADERSHIP SERIES
	 Salem Communications Holding Corporation
	  	2527818	    	LIFELINE PRESS
	 Salem Communications Holding Corporation
	  	2252408	    	CONSERVATIVE BOOK CLUB
	 Salem Communications Holding Corporation
	  	1956285	    	AND RIGHTLY SO
	 Salem Communications Holding Corporation
	  	1908426	    	THE NATIONAL CONSERVATIVE WEEKLY
	 Salem Communications Holding Corporation
	  	1902669	    	HUMAN EVENTS
	 Salem Communications Holding Corporation
	  	1996372	    	SALEM COMMUNICATIONS CORPORATION
	 Salem Communications Holding Corporation
	  	1198671	    	FORECASTS & STRATEGIES
	 Salem Web Network, LLC
	  	4022953	    	GOD TUBE
	 Salem Publishing, Inc.
	  	1604548	    	THE SINGING NEWS MAGAZINE THE PRINTED VOICE OF GOSPEL MUSIC
	 Salem Radio Network Incorporated
	  	1968784	    	SALEM RADIO NETWORK
	 Salem Radio Network Incorporated
	  	1935920	    	SRN









					
	 Salem Web Network, LLC
	  	4604746	    	 REPRAY

	 Salem Web Network, LLC
	  	4706370	    	 TWITCHY

	 Salem Web Network, LLC
	  	4356547	    	 GODTUBE

	 Salem Web Network, LLC
	  	4762271	    	 TOWNHALL.COM

	 Salem Web Network, LLC
	  	4022953	    	 GODTUBE (Design)

	 Salem Web Network, LLC
	  	3134729	    	 TOWNHALL.COM (Design)


 Applications: None. 
 OTHER
TRADEMARKS: 
 Registrations: None. 
 Applications: None.








 SCHEDULE 7 

NAME; CHIEF EXECUTIVE OFFICE; TAX IDENTIFICATION NUMBERS AND ORGANIZATIONAL NUMBERS 

 

									
	 Legal Name
	  	 Address of Chief

Executive Office
	  	 Organizational

Number
	  	 Federal Taxpayer
	  	 Address of Chief

Executive Office

	 Salem Media Group, Inc.
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	2351582	  	77-0121400	  	DE
					
	 Air Hot, Inc.
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	4632228	  	80-0316086	  	DE
					
	 Bison Media, Inc.
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	19961049899	  	77-0434654	  	CO
					
	 Caron Broadcasting, Inc.
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	968648	  	77-0439370	  	OH
					
	 COMMON GROUND BROADCASTING, INC.
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	209090-81	  	93-1079989	  	OR
					
	 Eagle Products, LLC
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	5456971	  	32-0427053	  	DE
					
	 Inspiration Media, Inc.
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	2-378992-8	  	77-0132974	  	WA
					
	 Inspiration Media of Texas, LLC
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	07085781-22	  	75-2615876	  	TX
					
	 New Inspiration Broadcasting Company, Inc.
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	C0854634	  	95-3356921	  	CA
					
	 NI Acquisition Corp.
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	C2032267	  	77-0472233	  	CA
					
	 Pennsylvania Media Associates, Inc.
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	1546025	  	94-3134636	  	PA
					
	 Reach Satellite Network, Inc.
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	0248743	  	62-1499223	  	TN









									
	 Salem Consumer Products, Inc.
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	4384090	  	26-0592055	  	DE
					
	 Salem Communications Holding Corporation
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	3231850	  	52-2253737	  	DE
					
	 Salem Media of Massachusetts, LLC
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	4468736	  	26-1524392	  	DE
					
	 Salem Media of Colorado, Inc.
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	19931082450	  	84-1239646	  	CO
					
	 SALEM MEDIA OF HAWAII, INC.
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	3039118	  	91-1973005	  	DE
					
	 Salem Media of Illinois, LLC
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	3333936	  	52-2295222	  	DE
					
	 SALEM MEDIA OF KENTUCKY, INC.
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	0473858	  	61-1346985	  	KY
					
	 Salem Media of New York, LLC
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	3333898	  	52-2293254	  	DE
					
	 Salem Media of Ohio, Inc.
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	579033	  	95-3690954	  	OH
					
	 Salem Media of Oregon, Inc.
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	033167-83	  	77-0114986	  	OR
					
	 Salem Media of Texas, Inc.
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	01319897-00	  	77-0379125	  	TX
					
	 Salem Media of Virginia, Inc.
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	0488450-8	  	54-1927897	  	VA
					
	 Salem Media Representatives, Inc.
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	01195013-00	  	77-0281576	  	TX









									
	 Salem Publishing, Inc.
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	0222737	  	95-3394730	  	TN
					
	 Salem Radio Network Incorporated
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	2290095	  	77-0305542	  	DE
					
	 Salem Radio Operations, LLC
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	3356549	  	77-0581097	  	DE
					
	 SALEM RADIO PROPERTIES, INC.
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	3058511	  	52-2194731	  	DE
					
	 SALEM SATELLITE MEDIA, LLC
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	3399935	  	52-2324849	  	DE
					
	 Salem Web Network, LLC
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	2988989	  	52-2141739	  	DE
					
	 SCA License Corporation
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	3258707	  	52-2255733	  	DE
					
	 SCA-Palo Alto, LLC
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	3543669	  	36-4502016	  	DE
					
	 South Texas Broadcasting, Inc.
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	0132756600	  	77-0388924	  	TX
					
	 SRN News Network, Inc.
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	0139401300	  	77-0426090	  	TX
					
	 SRN Store, Inc.
	  	4880 Santa Rosa Road, Camarillo, CA 93012	  	801830764	  	46-3434092	  	TX








 SCHEDULE 8 

OWNED REAL PROPERTY 
  

			
	 Entity of Record
	  	 Common Name and Address

	Salem Radio Properties, Inc.	  	 4880 Santa Rosa Road, Camarillo, CA

Ventura County, CA

		
	Salem Radio Properties, Inc.	  	 70 Salem Turnpike, Saugus, MA

Essex County, MA

		
	Salem Radio Properties, Inc.	  	 3700 Hazel Ave. (aka 3700 Dix), Lincoln Park, MI

Wayne County, MI

		
	Salem Radio Properties, Inc.	  	 3201 Mt Troy Rd/Lot & Block
117-P-30, Reserve Township, Pittsburgh, PA
 Allegheny County,
PA

		
	Salem Radio Properties, Inc.	  	 3366 Pleasant Valley Road, Seven Hills, OH

Cuyahoga County, OH

		
	Salem Radio Properties, Inc.	  	 9446 Broadview Road, Broadview Heights (Cleveland), OH

Cuyahoga County, OH

		
	Salem Radio Properties, Inc.	  	 1377 Salt Springs Road, Warren, OH

Trumbull County, OH

		
	Salem Radio Properties, Inc.	  	 4623 Corydon Pike, New Albany, IN

Floyd County, IN

		
	Salem Radio Properties, Inc.	  	 3505 & 3509 Hamburg Pike, Jeffersonville, IN

Clark County, IN

		
	Salem Radio Properties, Inc.	  	 3000 Colfax Rd (aka 6500 29th Griffith, & 6600 W 29th) Griffith & Gary, IN
 Lake County, IN

		
	Salem Radio Properties, Inc.	  	 2355 Ballard Road (aka 711 Forest Edge Lane) Des Plaines, IN

Cook County, IL

		
	Salem Radio Properties, Inc.	  	 South of 167th Street, Lockport, IL

Will County, IL

		
	Salem Radio Properties, Inc.	  	 8214 Old Pond Creek Road, Pegram, TN

Davidson County, TN

		
	Salem Radio Properties, Inc.	  	 322 Radio Tower Ln (aka Porterfield Rd), Readyville, TN

Cannon County, TN

		
	Salem Radio Properties, Inc.	  	 14775 Downing Street, Dover, FL

Hillsborough County, FL

		
	Salem Radio Properties, Inc.	  	 5211 W. Laurel Street, Tampa, FL

Hillsborough County, FL

		
	Salem Radio Properties, Inc.	  	 .9 miles N of Fre 54 and Meadow Brook Dr., Odessa, FL

Pasco County, FL

		
	Salem Radio Properties, Inc.	  	 1000 Harbor Lake Dr., Industrial Park, Safety Harbor, FL

Pinnellas Park, FL

		
	Salem Radio Properties, Inc.	  	 1000 Harbor Lake Dr., Industrial Park, Safety Harbor, FL

Pinnellas Park, FL










			
	 Entity of Record
	  	 Common Name and Address

	Salem Radio Properties, Inc.	  	 9549 Fruitville Rd. (aka 2200 Dog Kennel Rd), Sarasota, FL

Sarasota County, FL

		
	Salem Radio Properties, Inc.	  	 2000 Cheshire Bridge Road, Atlanta, Edgewood, GA

Fulton County, GA

		
	Salem Radio Properties, Inc.	  	 1188 Lake View, Altamonte Springs, FL

Seminole County, FL

		
	Salem Radio Properties, Inc.	  	 1770 Sheeler Ave., Apopka, FL

Orange County, FL

		
	Salem Radio Properties, Inc.	  	 1550 E. 58th Avenue (at N. Franklin Street), Commerce
City, CO
 Adams County, CO

		
	Salem Radio Properties, Inc.	  	 4580 Airport Road, Colorado Springs, CO

El Paso County, CO

		
	Salem Radio Properties, Inc.	  	 1600 Longstreet Drive, Riverview Industrial Park (Lot 8,9,10), Lewisville, TX

Denton County, TX

		
	Salem Radio Properties, Inc.	  	 Industrial Center Road near 111410 and Perrin-Beitel Road, San Antonio, TX

Bexar County, TX

		
	Salem Radio Properties, Inc.	  	 755 Show Case (aka S. Orange Show Rd), San Bernardino, CA

San Bernardino County, CA

		
	Salem Radio Properties, Inc.	  	 1154-1160 N. King Street, Honolulu (Oahu) HI

Honolulu County, HI

		
	Salem Radio Properties, Inc.	  	 5700 South 36th St. (W of Gifford Rd, S of Rt 92/275),
Council Bluffs, IA
 Pottawattamie County, IA

		
	Salem Radio Properties, Inc.	  	 4650 El Reposo Dr. (aka 4970 Wawona St) Los Angeles, CA

Los Angeles County, CA

		
	Salem Radio Properties, Inc.	  	 642 Parrish Lane, McEwen, TN

Humphreys County, TN

		
	Salem Radio Properties, Inc.	  	 3116 St. Augustine Road, Dallas, TX

Dallas County, TX

		
	Salem Radio Properties, Inc.	  	 1621 Piney Grove Road (aka 4180 Timber Trace Rd), Loganville, GA

Walton County, GA

		
	Salem Radio Properties, Inc.	  	 Piney Grove Rd & Bullock Trail, Loganville, GA

Walton County, GA

		
	Salem Radio Properties, Inc.	  	 Minnis Rd & Farm to Market 902, Collinsville, TX

Grayson County, TX

		
	Salem Radio Properties, Inc.	  	 5701 Bruton Road, Dallas, TX

Dallas County, TX

		
	Salem Radio Properties, Inc.	  	 10426 Cemetery Road (aka 10426 196th Street SW), Vashon
Island, WA
 King County, WA

		
	Salem Radio Properties, Inc.	  	 Muth Valley Rd, Lakeside, CA

San Diego County, CA










			
	 Entity of Record
	  	 Common Name and Address

	Salem Radio Properties, Inc.	  	 Buffalo Lane & County Rd #58 (18200 S 180th
Springfield), Springfield, NE
 Sarpy County, NE

		
	Salem Radio Properties, Inc.	  	 6424Hartman Ave. @ 64th St. , Omaha, NE

Douglas County, NE

		
	Salem Radio Properties, Inc.	  	 6611 Country Road, McKinney, TX

Collin County, TX

		
	Salem Radio Properties, Inc.	  	 Vacant Land (Longden Ave East of Myrtle Ave), Covina, CA

Los Angeles County, CA

		
	Salem Radio Properties, Inc.	  	 9490 Braun Road, San Antonio, TX

Bexar County, TX

		
	Salem Radio Properties, Inc.	  	 6400 N. Beltline Road, Irving, TX

Dallas County, TX

		
	Salem Radio Properties, Inc.	  	 6839 W. Farmer Road, Phoenix, AZ

Maricopa County, AZ

		
	Salem Radio Properties, Inc.	  	 11430 Gandy Blvd., St. Petersburg, FL

Pinellas County, FL

		
	Salem Radio Properties, Inc.	  	 350 NE 71st Street, Miami, FL

Miami-Dade, FL

		
	Salem Radio Properties, Inc.	  	 4297 Sanders Road, Powder Springs, GA

Cobb County, GA

		
	Salem Radio Properties, Inc.	  	 546 Schlueter Germaine Road, Belleville, IL

St. Clair County, IL

		
	Salem Radio Properties, Inc.	  	 917 Lilac Drive, North, Golden Valley, MN

Hennepion, MN

		
	Salem Radio Properties, Inc.	  	 889 Agnew Road, Baldwin, PA

Allegheny County, PA









 SCHEDULE 9 

DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS 
  

							
	 Owner
	  	 Type of Account
	  	 Bank
	  	Account Numbers
	Salem Media Group Inc.	  	Concentration Account	  	Wells Fargo Bank	  	[                    ]
				
	Salem Media Group Inc.	  	AP Account	  	Wells Fargo Bank	  	[                    ]
				
	Salem Media Group Inc.	  	Depository	  	Wells Fargo Bank	  	[                    ]
				
	Salem Media Group Inc.	  	AP Account	  	Wells Fargo Bank	  	[                    ]
				
	Salem Media Group Inc.	  	AP Account	  	Wells Fargo Bank	  	[                    ]
				
	Salem Media Group Inc.	  	Payroll Account	  	Wells Fargo Bank	  	[                    ]
				
	Salem Media Group Inc.	  	Payroll Account	  	Wells Fargo Bank	  	[                    ]
				
	Salem Media Group Inc.	  	Depository	  	Wells Fargo Bank	  	[                    ]
				
	Salem Media Group Inc.	  	Bank Account	  	Wells Fargo Bank	  	[                    ]
				
	Salem Communications Holding Corp	  	AP Account	  	Wells Fargo Bank	  	[                    ]
				
	Salem Consumer Products	  	Depository	  	Wells Fargo Bank	  	[                    ]
				
	South Texas Broadcasting Inc. dba Xulon Press	  	Depository	  	Bank of America	  	[                    ]
				
	Salem Media of Oregon, Inc.	  	Depository	  	US Bank	  	[                    ]
				
	Caron Broadcasting Inc.	  	Depository	  	Wells Fargo Bank	  	[                    ]
				
	Eagle Products LLC	  	Depository	  	Wells Fargo Bank	  	[                    ]
				
	Salem Web Network LLC	  	Depository	  	Wells Fargo Bank	  	[                    ]
				
	Salem Publishing, Inc.	  	Depository	  	Wells Fargo Bank	  	[                    ]
				
	Salem Web Network LLC	  	Depository	  	Wells Fargo Bank	  	[                    ]








 SCHEDULE 10 

CONTROLLED ACCOUNT BANKS 
 Wells
Fargo Bank, National Association. 







 SCHEDULE 11 

LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS 
  

			
	 Legal Name
	  	 Jurisdiction for Filing

	Salem Media Group, Inc.	  	DE
		
	Air Hot, Inc.	  	DE
		
	Bison Media, Inc.	  	CO
		
	Caron Broadcasting, Inc.	  	OH
		
	Common Ground Broadcasting, Inc.	  	OR
		
	Eagle Products, LLC	  	DE
		
	Inspiration Media, Inc.	  	WA
		
	Inspiration Media of Texas, LLC	  	TX
		
	New Inspiration Broadcasting Company, Inc.	  	CA
		
	NI Acquisition Corp.	  	CA
		
	Pennsylvania Media Associates, Inc.	  	PA
		
	Reach Satellite Network, Inc.	  	TN
		
	Salem Consumer Products, Inc.	  	DE
		
	Salem Communications Holding Corporation	  	DE
		
	Salem Media of Massachusetts, LLC	  	DE
		
	Salem Media of Colorado, Inc.	  	CO
		
	Salem Media of Hawaii, Inc.	  	DE
		
	Salem Media of Illinois, LLC	  	DE
		
	Salem Media of Kentucky, Inc.	  	KY
		
	Salem Media of New York, LLC	  	DE
		
	Salem Media of Ohio, Inc.	  	OH
		
	Salem Media of Oregon, Inc.	  	OR
		
	Salem Media of Texas, Inc.	  	TX









			
	Salem Media of Virginia, Inc.	  	VA
		
	Salem Media Representatives, Inc.	  	TX
		
	Salem Publishing, Inc.	  	TN
		
	Salem Radio Network Incorporated	  	DE
		
	Salem Radio Operations, LLC	  	DE
		
	Salem Radio Properties, Inc.	  	DE
		
	Salem Satellite Media, LLC	  	DE
		
	Salem Web Network, LLC	  	DE
		
	SCA License Corporation	  	DE
		
	SCA-Palo Alto, LLC	  	DE
		
	South Texas Broadcasting, Inc.	  	TX
		
	SRN News Network, Inc.	  	TX
		
	SRN Store, Inc.	  	TX








 SCHEDULE 12 

MOTOR VEHICLES 
 None. 







 SCHEDULE 13 

TRANSMITTING UTILITIES 
  

			
	 Name of Grantor
	  	 Jurisdiction For Filing

	Salem Radio Properties, Inc.	  	CA, CO, FL, GA, HI, IA, IL, IN, MA, MI, NE, OH, PA, TN, TX, WA
		
	Caron Broadcasting, Inc.	  	CA, FL, OH, OR, TN
		
	Salem Media of Massachusetts, LLC	  	KY, OH
		
	Salem Media of New York, LLC	  	NJ
		
	Pennsylvania Media Associates, Inc.	  	FL, MA, MI, NE, PA
		
	Salem Media of Colorado, Inc.	  	CO
		
	Salem Media of Kentucky, Inc.	  	MN
		
	Salem Media of Ohio, Inc.	  	OH
		
	South Texas Broadcasting, Inc.	  	AR, GA, TX
		
	Common Ground Broadcasting, Inc.	  	AZ, IL, MN
		
	Inspiration Media, Inc.	  	WA
		
	New Inspiration Broadcasting Co.	  	CA
		
	Salem Media of Texas, Inc.	  	TX
		
	Inspiration Media of Texas, LLC	  	TX









			
	Salem Media of Virginia, Inc.	  	MD, VA
		
	Salem Media of Hawaii, Inc.	  	HI
		
	SCA-Palo Alto, LLC	  	CA
		
	Salem Radio Network, Inc.	  	TN
		
	Salem Media of Illinois, LLC	  	TX
		
	Salem Media of Oregon, Inc.	  	OR
		
	Bison Media, Inc.	  	CO, TX








 ANNEX 1 TO GUARANTY AND SECURITY AGREEMENT 

FORM OF JOINDER 
 Joinder No.
     (this “Joinder”), dated as of              20    , to the Guaranty and Security Agreement, dated as of May 19, 2017 (as
amended, restated, supplemented, or otherwise modified from time to time, the “Guaranty and Security Agreement”), by and among each of the parties listed on the signature pages thereto and those additional entities that thereafter
become parties thereto (collectively, jointly and severally, “Grantors” and each, individually, a “Grantor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as
administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”). 

W I T N E S S E T H: 

WHEREAS, pursuant to that certain Credit Agreement dated as of May 19, 2017 (as amended, restated, supplemented, or otherwise
modified from time to time, the “Credit Agreement”), by and among Salem Media Group, Inc., as Parent, each of the Parent’s subsidiaries that are signatories thereto, and those additional entities that hereafter become parties
to the Credit Agreement as Borrowers in accordance with the terms thereof (together with Parent, each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”), the lenders party
thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such capacity, each, individually, a “Lender” and, collectively, the “Lenders”), and Agent as lead arranger, the
Lender Group has agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; 

WHEREAS, initially capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the
Guaranty and Security Agreement or, if not defined therein, in the Credit Agreement, and this Joinder shall be subject to the rules of construction set forth in Section 1(b) of the Guaranty and Security Agreement, which rules of construction
are incorporated herein by this reference, mutatis mutandis; 
 WHEREAS, Grantors have entered into the Guaranty and Security
Agreement in order to induce the Lender Group and the Bank Product Providers to make certain financial accommodations to Borrowers as provided for in the Credit Agreement, the other Loan Documents, and the Bank Product Agreements; 

WHEREAS, pursuant to Section 5.11 of the Credit Agreement and Section 27 of the
Guaranty and Security Agreement, certain Subsidiaries of the Loan Parties, must execute and deliver certain Loan Documents, including the Guaranty and Security Agreement, and the joinder to the Guaranty and Security Agreement by the undersigned new
Grantor or Grantors (collectively, the “New Grantors”) may be accomplished by the execution of this Joinder in favor of Agent, for the benefit of the Lender Group and the Bank Product Providers; and 

WHEREAS, each New Grantor (a) is [an Affiliate] [a Subsidiary] of Borrowers and, as such, will benefit by virtue of the financial
accommodations extended to Borrowers by the Lender Group or the Bank Product Providers, and (b) by becoming a Grantor will benefit from certain rights granted to the Grantors pursuant to the terms of the Loan Documents and the Bank Product
Agreements. 







 NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each New Grantor hereby agrees as follows: 

1.    In accordance with Section 27 of the Guaranty and Security Agreement, each New Grantor, by
its signature below, becomes a “Grantor” [and “Guarantor”]1 under the Guaranty and Security Agreement with the same force and effect as if originally named therein as a
“Grantor” [and “Guarantor”] and each New Grantor hereby (a) agrees to all of the terms and provisions of the Guaranty and Security Agreement applicable to it as a “Grantor” [or “Guarantor”] thereunder,
and (b) represents and warrants that the representations and warranties made by it as a “Grantor” [or “Guarantor”] thereunder are true and correct in all material respects (except that such materiality qualifier shall not be
applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof) on and as of the date hereof. In furtherance of the foregoing, each New Grantor hereby [(i) jointly and severally
unconditionally and irrevocably guarantees as a primary obligor and not merely as a surety the full and prompt payment when due, whether upon maturity, acceleration, or otherwise, of all of the Guarantied Obligations, and (ii)] unconditionally
grants, assigns, and pledges to Agent, for the benefit of the Lender Group and the Bank Product Providers, to secure the Secured Obligations, a continuing security interest in and to all of such New Grantor’s right, title and interest in and to
the Collateral (as defined in Section 3 of the Guaranty and Security Agreement). Each reference to a “Grantor” [or “Guarantor”] in the Guaranty and Security Agreement shall be deemed to include each New Grantor. The Guaranty
and Security Agreement is incorporated herein by reference. 
 2.    Schedule 1, “Commercial Tort
Claims”, Schedule 2, “Copyrights”, Schedule 3, “Intellectual Property Licenses”, Schedule 4, “Patents”, Schedule 5, “Pledged Companies”, Schedule 6,
“Trademarks”, Schedule 7, Name; Chief Executive Office; Tax Identification Numbers and Organizational Numbers, Schedule 8, “Owned Real Property”, Schedule 9, “Deposit Accounts and Securities
Accounts”, Schedule 10, “Controlled Account Banks”, Schedule 11, “List of Uniform Commercial Code Filing Jurisdictions”, Schedule 12, “Motor Vehicles” and Schedule 13, “Transmitting
Utilities” attached hereto supplement Schedule 1, Schedule 2, Schedule 3, Schedule 4, Schedule 5, Schedule 6, Schedule 7, Schedule 8, Schedule 9, Schedule 10, Schedule 11, Schedule 12 and Schedule 13 respectively, to the Guaranty and Security
Agreement and shall be deemed a part thereof for all purposes of the Guaranty and Security Agreement. 
 3.    Each New
Grantor authorizes Agent at any time and from time to time to file, transmit, or communicate, as applicable, financing statements and amendments thereto (a) describing the Collateral as “all personal property of debtor” or “all
assets of debtor” or words of similar effect, (b) describing the Collateral as being of equal or lesser scope or with greater detail, or (c) that contain any information required by part 5 of Article 9 of the Code for the sufficiency
or filing office acceptance. Each New Grantor also hereby ratifies any and all financing statements or amendments previously filed by Agent in any jurisdiction in connection with the Loan Documents. 

4.    Each New Grantor represents and warrants to Agent, the Lender Group and the Bank Product Providers that this Joinder
has been duly executed and delivered by such New Grantor and constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium, or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). 

5.    This Joinder is a Loan Document. This Joinder may be executed in any number of counterparts and by different parties
on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Joinder. Delivery of an executed counterpart of this Joinder by
telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Joinder. Any party delivering an executed counterpart of this Joinder by 

 

	1 	 If new Grantor is a Borrower, provision may not be included.










 
telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Joinder but the failure to deliver an original executed counterpart shall not
affect the validity, enforceability, and binding effect of this Joinder. 
 6.    The Guaranty and Security Agreement,
as supplemented hereby, shall remain in full force and effect. 
 7.    THIS JOINDER SHALL BE SUBJECT TO THE PROVISIONS
REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 26 OF THE GUARANTY AND SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS. 

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 







 IN WITNESS WHEREOF, the parties hereto have caused this Joinder to the Guaranty and
Security Agreement to be executed and delivered as of the day and year first above written. 
  

									
	NEW GRANTORS:	 		 		 	[NAME OF NEW GRANTOR]
					
		 		 		 	By:	 	  

		 		 		 	Name:	 	  

		 		 		 	Title:	 	  

				
		 		 		 	[NAME OF NEW GRANTOR]
					
		 		 		 	By:	 	  

		 		 		 	Name:	 	  

		 		 		 	Title:	 	  

				
	AGENT:	 		 		 	WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association
					
		 		 		 	By:	 	  

		 		 		 	Name:	 	  

		 		 		 		 	Its Authorized Signatory

 [SIGNATURE PAGE TO JOINDER NO.      TO GUARANTY AND SECURITY AGREEMENT] 







 EXHIBIT A 

COPYRIGHT SECURITY AGREEMENT 

This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this      day of
            , 20    , by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually
“Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as administrative agent for each member of the Lender Group and the Bank Product
Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”). 
 W I
T N E S S E T H: 
 WHEREAS, pursuant to that certain Credit Agreement dated
as of May 19, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among Salem Media Group, Inc., as Parent, each of the Parent’s subsidiaries that are
signatories thereto and those additional entities that hereafter become parties to the Credit Agreement as Borrowers in accordance with the terms thereof, together with Parent, each, a “Borrower” and individually and collectively,
jointly and severally, the “Borrowers”, the lenders party thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such capacity, each, individually, a “Lender” and,
collectively, the “Lenders”), and Agent as lead arranger, the Lender Group has agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; 

WHEREAS, the members of the Lender Group and the Bank Product Providers are willing to make the financial accommodations to Borrowers
as provided for in the Credit Agreement, the other Loan Documents, and the Bank Product Agreements, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit of the Lender Group and the Bank
Product Providers, that certain Guaranty and Security Agreement, dated as of May 19, 2017 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Guaranty
and Security Agreement”); and 
 WHEREAS, pursuant to the Guaranty and Security Agreement, Grantors are required to execute
and deliver to Agent, for the benefit of the Lender Group and the Bank Product Providers, this Copyright Security Agreement. 
 NOW,
THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantors hereby agree as follows: 

1.    DEFINED TERMS. All initially capitalized terms used but not otherwise defined herein have the meanings given
to them in the Guaranty and Security Agreement or, if not defined therein, in the Credit Agreement, and this Copyright Security Agreement shall be subject to the rules of construction set forth in Section 1(b) of the Guaranty and Security
Agreement, which rules of construction are incorporated herein by this reference, mutatis mutandis. 

2.    GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL. Each Grantor hereby unconditionally grants, assigns, and
pledges to Agent, for the benefit each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a continuing security interest (referred to in this Copyright Security Agreement as the “Security
Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Copyright Collateral”): 

(a)    all of such Grantor’s Copyrights and Copyright Intellectual Property Licenses to which it is a party including
those referred to on Schedule I; 







 (b)    all renewals or extensions of the foregoing; and 

(c)    all products and proceeds of the foregoing, including any claim by such Grantor against third parties for past,
present or future infringement of any Copyright or any Copyright exclusively licensed under any Intellectual Property License, including the right to receive damages, or the right to receive license fees, royalties, and other compensation under any
Copyright Intellectual Property License. 
 3.    SECURITY FOR SECURED OBLIGATIONS. This Copyright Security
Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Copyright Security Agreement secures
the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent, the other members of the Lender Group, the Bank Product Providers or any of them, whether or not they are
unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor. 

4.    SECURITY AGREEMENT. The Security Interest granted pursuant to this Copyright Security Agreement is granted in
conjunction with the security interests granted to Agent, for the benefit of the Lender Group and the Bank Product Providers, pursuant to the Guaranty and Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies
of Agent with respect to the Security Interest in the Copyright Collateral made and granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully
set forth herein. To the extent there is any inconsistency between this Copyright Security Agreement and the Guaranty and Security Agreement, the Guaranty and Security Agreement shall control. 

5.    AUTHORIZATION TO SUPPLEMENT. Grantors shall give Agent prior written notice of no less than five Business
Days before filing any additional application for registration of any copyright and prompt notice in writing of any additional copyright registrations granted therefor after the date hereof. Without limiting Grantors’ obligations under this
Section, Grantors hereby authorize Agent unilaterally to modify this Copyright Security Agreement by amending Schedule I to include any future United States registered copyrights or applications therefor of each Grantor. Notwithstanding the
foregoing, no failure to so modify this Copyright Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule
I. 
 6.    COUNTERPARTS. This Copyright Security Agreement is a Loan Document. This Copyright Security
Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one
and the same Copyright Security Agreement. Delivery of an executed counterpart of this Copyright Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed
counterpart of this Copyright Security Agreement. Any party delivering an executed counterpart of this Copyright Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of
this Copyright Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Copyright Security Agreement. 

  
 2 








 7.    CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE
PROVISION. THIS COPYRIGHT SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 26 OF THE GUARANTY AND SECURITY AGREEMENT, AND SUCH
PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS. 
 [SIGNATURE PAGE FOLLOWS]


  
 3 








 IN WITNESS WHEREOF, the parties hereto have caused this Copyright Security Agreement to be
executed and delivered as of the day and year first above written. 
  

							
	GRANTORS:	 		 	[NAME OF GRANTOR]
				
		 		 	By:	 	
                          
                                         
                               

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	[NAME OF GRANTOR]
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
	AGENT:	 		 	ACCEPTED AND ACKNOWLEDGED BY:
			
		 		 	WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 		 	Its Authorized Signatory


  
 [SIGNATURE PAGE TO
COPYRIGHT SECURITY AGREEMENT] 








 SCHEDULE I 

TO 
 COPYRIGHT
SECURITY AGREEMENT 
 COPYRIGHT REGISTRATIONS 

 

									
	 Grantor
	  	 Country
	  	 Copyright
	  	 Registration No.
	  	 Registration Date

		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

 Copyright Licenses 







 EXHIBIT B 

PATENT SECURITY AGREEMENT 

This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this      day of
            , 2017, by and among the Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually
“Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as administrative agent for each member of the Lender Group and the Bank Product
Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”). 
 W I
T N E S S E T H: 
 WHEREAS, pursuant to that certain Credit Agreement dated
as of May 19, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among Salem Media Group, Inc., as Parent, each of the Parent’s subsidiaries that are
signatories thereto and those additional entities that hereafter become parties to the Credit Agreement as Borrowers (in accordance with the terms thereof, together with Parent, each, a “Borrower” and individually and collectively,
jointly and severally, the “Borrowers”), the lenders party thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such capacity, each, individually, a “Lender” and,
collectively, the “Lenders”), and Agent as lead arranger, the Lender Group has agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; 

WHEREAS, the members of the Lender Group and the Bank Product Providers are willing to make the financial accommodations to Borrowers
as provided for in the Credit Agreement, the other Loan Documents, and the Bank Product Agreements, but only upon the condition, among others, that the Grantors shall have executed and delivered to Agent, for the benefit of the Lender Group and the
Bank Product Providers, that certain Guaranty and Security Agreement, dated as of May 19, 2017 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the
“Guaranty and Security Agreement”); and 
 WHEREAS, pursuant to the Guaranty and Security Agreement, Grantors are
required to execute and deliver to Agent, for the benefit of the Lender Group and the Bank Product Providers, this Patent Security Agreement. 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows: 
 1.    DEFINED
TERMS. All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Guaranty and Security Agreement or, if not defined therein, in the Credit Agreement, and this Patent Security Agreement shall be
subject to the rules of construction set forth in Section 1(b) of the Guaranty and Security Agreement, which rules of construction are incorporated herein by this reference, mutatis mutandis. 

2.    GRANT OF SECURITY INTEREST IN PATENT COLLATERAL. Each Grantor hereby unconditionally grants, assigns, and
pledges to Agent, for the benefit each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a continuing security interest (referred to in this Patent Security Agreement as the “Security
Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Patent Collateral”): 

(a)    all of its Patents and Patent Intellectual Property Licenses to which it is a party including those referred to on
Schedule I; 







 (b)    all divisionals, continuations, continuations-in-part, reissues, reexaminations, or extensions of the foregoing; and 

(c)    all products and proceeds of the foregoing, including any claim by such Grantor against third parties for past,
present or future infringement of any Patent or any Patent exclusively licensed under any Intellectual Property License, including the right to receive damages, or right to receive license fees, royalties, and other compensation under any Patent
Intellectual Property License. 
 3.    SECURITY FOR SECURED OBLIGATIONS. This Patent Security Agreement and the
Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Patent Security Agreement secures the payment of all
amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent, the other members of the Lender Group, the Bank Product Providers or any of them, whether or not they are unenforceable or not
allowable due to the existence of an Insolvency Proceeding involving any Grantor. 
 4.    SECURITY AGREEMENT.
The Security Interest granted pursuant to this Patent Security Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group and the Bank Product Providers, pursuant to the Guaranty and
Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the Security Interest in the Patent Collateral made and granted hereby are more fully set forth in the Guaranty and Security
Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. To the extent there is any inconsistency between this Patent Security Agreement and the Guaranty and Security Agreement, the Guaranty and
Security Agreement shall control. 
 5.    AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any
new patent application or issued patent or become entitled to the benefit of any patent application or patent for any divisional, continuation, continuation-in-part,
reissue, or reexamination of any existing patent or patent application, the provisions of this Patent Security Agreement shall automatically apply thereto. Grantors shall give prompt notice in writing to Agent with respect to any such new patent
rights. Without limiting Grantors’ obligations under this Section, Grantors hereby authorize Agent unilaterally to modify this Patent Security Agreement by amending Schedule I to include any such new patent rights of each Grantor.
Notwithstanding the foregoing, no failure to so modify this Patent Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed
on Schedule I. 
 6.    COUNTERPARTS. This Patent Security Agreement is a Loan Document. This Patent
Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall
constitute but one and the same Patent Security Agreement. Delivery of an executed counterpart of this Patent Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original
executed counterpart of this Patent Security Agreement. Any party delivering an executed counterpart of this Patent Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of
this Patent Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Patent Security Agreement. 

  
 2 








 7.    CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE
PROVISION. THIS PATENT SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 26 OF THE GUARANTY AND SECURITY AGREEMENT, AND SUCH PROVISIONS
ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS. 
 [SIGNATURE PAGE FOLLOWS]


  
 3 








 IN WITNESS WHEREOF, the parties hereto have caused this Patent Security Agreement to be executed
and delivered as of the day and year first above written. 
  

							
	GRANTORS:	 		 	[NAME OF GRANTOR]
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	[NAME OF GRANTOR]
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
	AGENT:	 		 	ACCEPTED AND ACKNOWLEDGED BY:
			
		 		 	WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 		 	Its Authorized Signatory


  
 [SIGNATURE PAGE TO PATENT
SECURITY AGREEMENT] 








 SCHEDULE I 

to 
 PATENT SECURITY
AGREEMENT 
 Patents 
  

									
	 Grantor
	  	 Country
	  	 Patent
	  	 Application/
Patent No.
	  	 Filing Date

		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

 Patent Licenses 







 EXHIBIT C 

PLEDGED INTERESTS ADDENDUM 

This Pledged Interests Addendum, dated as of              ,
20     (this “Pledged Interests Addendum”), is delivered pursuant to Section 7 of the Guaranty and Security Agreement referred to below. The undersigned hereby agrees that this Pledged
Interests Addendum may be attached to that certain Guaranty and Security Agreement, dated as of May 19, 2017, (as amended, restated, supplemented, or otherwise modified from time to time, the “Guaranty and Security Agreement”),
made by the undersigned, together with the other Grantors named therein, to WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Agent. Initially capitalized terms used but not defined herein shall have the meaning
ascribed to such terms in the Guaranty and Security Agreement or, if not defined therein, in the Credit Agreement, and this Pledged Interests Addendum shall be subject to the rules of construction set forth in Section 1(b) of the Guaranty and
Security Agreement, which rules of construction are incorporated herein by this reference, mutatis mutandis. The undersigned hereby agrees that the additional interests listed on Schedule I shall be and become part of the Pledged
Interests pledged by the undersigned to Agent in the Guaranty and Security Agreement and any pledged company set forth on Schedule I shall be and become a “Pledged Company” under the Guaranty and Security Agreement, each with the
same force and effect as if originally named therein. 
 This Pledged Interests Addendum is a Loan Document. Delivery of an executed
counterpart of this Pledged Interests Addendum by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Pledged Interests Addendum. If the undersigned delivers
an executed counterpart of this Pledged Interests Addendum by telefacsimile or other electronic method of transmission, the undersigned shall also deliver an original executed counterpart of this Pledged Interests Addendum but the failure to deliver
an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Pledged Interests Addendum. 

The undersigned hereby certifies that the representations and warranties set forth in Section 6 of the Guaranty and
Security Agreement of the undersigned are true and correct as to the Pledged Interests listed herein on and as of the date hereof. 
 THIS
PLEDGED INTERESTS ADDENDUM SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 26 OF THE GUARANTY AND SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED
HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS. 
 [SIGNATURE PAGE FOLLOWS] 







 IN WITNESS WHEREOF, the undersigned has caused this Pledged Interests Addendum to be executed and
delivered as of the day and year first above written. 
  

			
	
[                   
             ]

		
	 By:
	 	                                   
                                         
                   
		 	 Name:

		 	 Title:










 SCHEDULE I 

TO 
 PLEDGED INTERESTS
ADDENDUM 
 Pledged Interests 
  

											
	 Name of Grantor
	 	 Name of Pledged

Company
	 	 Number of

Shares/Units
	 	 Class of
Interests
	 	 Percentage

of Class

Owned
	 	 Certificate

Nos.

		 		 		 		 		 	
		 		 		 		 		 	


  
 1 








 EXHIBIT D 

TRADEMARK SECURITY AGREEMENT 

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this      day of
            , 20    , by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually
“Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as administrative agent for each member of the Lender Group and the Bank Product
Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”). 
 W I T N E S S E T H:

 WHEREAS, pursuant to that certain Credit Agreement dated as of May 19, 2017 (as amended, restated, supplemented, or otherwise
modified from time to time, the “Credit Agreement”), by and among Salem Media Group, Inc., as Parent, each of the Parent’s subsidiaries that are signatories thereto and those additional entities that hereafter become parties to
the Credit Agreement as Borrowers in accordance with the terms thereof, together with Parent, each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”), the lenders party thereto
as “Lenders” (such Lenders, together with their respective successors and assigns in such capacity, each, individually, a “Lender” and, collectively, the “Lenders”), and Agent as lead arranger, the Lender
Group has agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; 

WHEREAS, the members of the Lender Group and the Bank Product Providers are willing to make the financial accommodations to Borrowers
as provided for in the Credit Agreement, the other Loan Documents, and the Bank Product Agreements, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit of Lender Group and the Bank
Product Providers, that certain Guaranty and Security Agreement, dated as of May 19, 2017 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Guaranty
and Security Agreement”); and 
 WHEREAS, pursuant to the Guaranty and Security Agreement, Grantors are required to execute
and deliver to Agent, for the benefit of the Lender Group and the Bank Product Providers, this Trademark Security Agreement. 
 NOW,
THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows: 

1.    DEFINED TERMS. All initially capitalized terms used but not otherwise defined herein have the meanings given
to them in the Guaranty and Security Agreement or, if not defined therein, in the Credit Agreement, and this Trademark Security Agreement shall be subject to the rules of construction set forth in Section 1(b) of the Guaranty and Security
Agreement, which rules of construction are incorporated herein by this reference, mutatis mutandis. 

2.    GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. Each Grantor hereby unconditionally grants, assigns, and
pledges to Agent, for the benefit each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security
Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Trademark Collateral”): 

(a)    all of its Trademarks and Trademark Intellectual Property Licenses to which it is a party including those referred
to on Schedule I; 







 (b)    all goodwill of the business connected with the use of, and symbolized
by, each Trademark and each Trademark Intellectual Property License; and 
 (c)    all products and proceeds (as that
term is defined in the Code) of the foregoing, including any claim by such Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark or any Trademarks exclusively licensed under any Intellectual
Property License, including right to receive any damages, (ii) injury to the goodwill associated with any Trademark, or (iii) right to receive license fees, royalties, and other compensation under any Trademark Intellectual Property
License. 
 3.    SECURITY FOR SECURED OBLIGATIONS. This Trademark Security Agreement and the Security Interest
created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Trademark Security Agreement secures the payment of all amounts which
constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent, the other members of the Lender Group, the Bank Product Providers or any of them, whether or not they are unenforceable or not allowable due to the
existence of an Insolvency Proceeding involving any Grantor. 
 4.    SECURITY AGREEMENT. The Security Interest
granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group and the Bank Product Providers, pursuant to the Guaranty and Security Agreement. Each
Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the Security Interest in the Trademark Collateral made and granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and
provisions of which are incorporated by reference herein as if fully set forth herein. To the extent there is any inconsistency between this Trademark Security Agreement and the Guaranty and Security Agreement, the Guaranty and Security Agreement
shall control. 
 5.    AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any new trademarks,
the provisions of this Trademark Security Agreement shall automatically apply thereto. Grantors shall give prompt notice in writing to Agent with respect to any such new trademarks or renewal or extension of any trademark registration. Without
limiting Grantors’ obligations under this Section, Grantors hereby authorize Agent unilaterally to modify this Trademark Security Agreement by amending Schedule I to include any such new trademark rights of each Grantor. Notwithstanding
the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule
I. 
 6.    COUNTERPARTS. This Trademark Security Agreement is a Loan Document. This Trademark Security
Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one
and the same Trademark Security Agreement. Delivery of an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed
counterpart of this Trademark Security Agreement. Any party delivering an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of
this Trademark Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Trademark Security Agreement. 

  
 2 








 7.    CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE
PROVISION. THIS TRADEMARK SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 26 OF THE GUARANTY AND SECURITY AGREEMENT, AND SUCH
PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS. 
 [SIGNATURE PAGE FOLLOWS] 

  
 3 








 IN WITNESS WHEREOF, the parties hereto have caused this Trademark Security Agreement to be
executed and delivered as of the day and year first above written. 
  

									
	GRANTORS:	 		 		 	[NAME OF GRANTOR]
					
		 		 		 	By:	 	  

		 		 		 	Name:	 	  

		 		 		 	Title:	 	  

				
		 		 		 	[NAME OF GRANTOR]
					
		 		 		 	By:	 	  

		 		 		 	Name:	 	  

		 		 		 	Title:	 	  

				
	AGENT:	 		 		 	ACCEPTED AND ACKNOWLEDGED BY:
				
		 		 		 	WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association
					
		 		 		 	By:	 	  

		 		 		 	Name:	 	  

		 		 		 		 	Its Authorized Signatory


  
 [SIGNATURE PAGE TO
TRADEMARK SECURITY AGREEMENT] 








 SCHEDULE I 

to 
 TRADEMARK SECURITY
AGREEMENT 
 Trademark Registrations/Applications 

 

									
	 Grantor
	  	 Country
	  	 Mark
	  	 Application/

Registration No.
	  	 App/Reg Date

		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

 Trade Names 

Common Law Trademarks 

Trademarks Not Currently In Use 

Trademark Licenses