Exhibit 10.4





Exhibit
10.4




EXECUTION VERSION




SECOND LIEN GUARANTY AND SECURITY AGREEMENT




Dated as of October 21, 2011



among



WESTWOOD ONE, INC.,




Each Grantor

From Time to Time Party Hereto




and





CORTLAND CAPITAL MARKET SERVICES LLC,

as Administrative Agent and Collateral Agent




 


 









 







TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	ARTICLE I DEFINED TERMS
	 	 	1	 
	 
	 	 	 	 
	Section 1.1 Definitions
	 	 	1	 
	Section 1.2 Certain Other Terms
	 	 	4	 
	 
	 	 	 	 
	ARTICLE II GUARANTY
	 	 	4	 
	 
	 	 	 	 
	Section 2.1 Guaranty
	 	 	4	 
	Section 2.2 Limitation of Guaranty
	 	 	4	 
	Section 2.3 Contribution
	 	 	4	 
	Section 2.4 Authorization; Other Agreements
	 	 	5	 
	Section 2.5 Guaranty Absolute and Unconditional
	 	 	5	 
	Section 2.6 Waivers
	 	 	6	 
	Section 2.7 Reliance
	 	 	7	 
	 
	 	 	 	 
	ARTICLE III GRANT OF SECURITY INTEREST
	 	 	7	 
	 
	 	 	 	 
	Section 3.1 Collateral
	 	 	7	 
	Section 3.2 Grant of Security Interest in Collateral
	 	 	8	 
	 
	 	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES
	 	 	8	 
	 
	 	 	 	 
	Section 4.1 Title; No Other Liens
	 	 	8	 
	Section 4.2 Perfection and Priority
	 	 	8	 
	Section 4.3 Jurisdiction of Organization; Chief Executive Office
	 	 	9	 
	Section 4.4 Locations of Inventory, Equipment and Books and Records
	 	 	9	 
	Section 4.5 Pledged Collateral
	 	 	9	 
	Section 4.6 Instruments and Tangible Chattel Paper Formerly Accounts
	 	 	10	 
	Section 4.7 Intellectual Property
	 	 	10	 
	Section 4.8 Commercial Tort Claims
	 	 	10	 
	Section 4.9 Specific Collateral
	 	 	11	 
	Section 4.10 Enforcement
	 	 	11	 
	Section 4.11 Deposit and Securities Accounts
	 	 	11	 
	Section 4.12 Representations and Warranties of the Credit Agreement
	 	 	11	 
	 
	 	 	 	 
	ARTICLE V COVENANTS
	 	 	11	 
	 
	 	 	 	 
	Section 5.1 Maintenance of Perfected Security Interest; Further Documentation and
Consents
	 	 	11	 
	Section 5.2 Changes in Locations, Name, Etc.
	 	 	12	 
	Section 5.3 Pledged Collateral
	 	 	13	 
	Section 5.4 Accounts
	 	 	13	 
	Section 5.5 Commodity Contracts
	 	 	13	 





 


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TABLE OF CONTENTS

(Continued)





	 	 	 	 	 
	 	 	Page	 
	 
	Section 5.6 Delivery of Instruments and Tangible Chattel Paper and Control of Investment
Property, Letter-of-Credit Rights and Electronic Chattel Paper
	 	 	14	 
	Section 5.7 Intellectual Property
	 	 	14	 
	Section 5.8 Notices
	 	 	15	 
	Section 5.9 Notice of Commercial Tort Claims
	 	 	16	 
	Section 5.10 Deposit and Securities Accounts
	 	 	16	 
	Section 5.11 Compliance with Credit Agreement
	 	 	16	 
	 
	 	 	 	 
	ARTICLE VI REMEDIAL PROVISIONS
	 	 	16	 
	 
	 	 	 	 
	Section 6.1 Code and Other Remedies
	 	 	16	 
	Section 6.2 Accounts and Payments in Respect of General Intangibles
	 	 	20	 
	Section 6.3 Pledged Collateral
	 	 	21	 
	Section 6.4 Proceeds to be Turned over to and Held by Administrative Agent
	 	 	22	 
	Section 6.5 Registration Rights
	 	 	22	 
	Section 6.6 Deficiency
	 	 	23	 
	Section 6.7 FCC Licenses
	 	 	23	 
	 
	 	 	 	 
	ARTICLE VII THE ADMINISTRATIVE AGENT
	 	 	25	 
	 
	 	 	 	 
	Section 7.1 Administrative Agent’s Appointment as Attorney-in-Fact
	 	 	25	 
	Section 7.2 Authorization to File Financing Statements
	 	 	27	 
	Section 7.3 Authority of Administrative Agent
	 	 	27	 
	Section 7.4 Duty; Obligations and Liabilities
	 	 	27	 
	 
	 	 	 	 
	ARTICLE VIII MISCELLANEOUS
	 	 	28	 
	 
	 	 	 	 
	Section 8.1 Reinstatement
	 	 	28	 
	Section 8.2 Release of Collateral
	 	 	29	 
	Section 8.3 Independent Obligations
	 	 	29	 
	Section 8.4 No Waiver by Course of Conduct
	 	 	29	 
	Section 8.5 Amendments in Writing
	 	 	30	 
	Section 8.6 Additional Grantors; Additional Pledged Collateral
	 	 	30	 
	Section 8.7 Notices
	 	 	30	 
	Section 8.8 Successors and Assigns
	 	 	30	 
	Section 8.9 Counterparts
	 	 	30	 
	Section 8.10 Severability
	 	 	30	 
	Section 8.11 Governing Law
	 	 	31	 
	Section 8.12 WAIVER OF JURY TRIAL
	 	 	31	 
	Section 8.13 Subordination of Intercompany Debt
	 	 	31	 
	Section 8.14 Intercreditor Agreement
	 	 	32	 






 


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TABLE OF CONTENTS

(Continued)




ANNEXES AND SCHEDULES



	 	 	 
	Annex 1

	 	Form of Pledge Amendment
	Annex 2

	 	Form of Joinder Agreement
	Annex 3

	 	Form of Intellectual Property Security Agreement
	 
	 	 
	Schedule 1

	 	Commercial Tort Claims
	Schedule 2

	 	Filings
	Schedule 3

	 	Jurisdiction of Organization; Chief Executive Office
	Schedule 4

	 	Securities and Deposit Accounts
	Schedule 5

	 	Location of Inventory and Equipment
	Schedule 6

	 	Pledged Collateral
	Schedule 7

	 	Intellectual Property





 


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SECOND LIEN GUARANTY AND SECURITY AGREEMENT, dated as of October 21, 2011, by Westwood One,
Inc. (the “Borrower”) and each of the other entities listed on the signature pages hereof
or that becomes a party hereto pursuant to Section 8.6 (together with the Borrower, the
“Grantors”), in favor of Cortland Capital Market Services LLC (“Cortland”), as
administrative agent and collateral agent (in such capacity, together with its successors and
permitted assigns, the “Administrative Agent”) for the Lenders and each other Secured Party
(each as defined in the Credit Agreement referred to below).



W I T N E S S E T H:




WHEREAS, pursuant to the Credit Agreement dated as of October 21, 2011 (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”) among the Borrower, the Lenders from time to time party thereto, Cortland, as
administrative agent and collateral agent for the Lenders and Macquarie Capital (USA) Inc., as
syndication agent (in such capacity, together with its successors and permitted assigns, the
“Syndication Agent” and, together with the Administrative Agent, the “Agents” and
each, individually, an “Agent”), the Lenders have severally agreed to make extensions of
credit to the Borrower upon the terms and subject to the conditions set forth therein;



WHEREAS, each Grantor (other than the Borrower) has agreed to guaranty the Obligations (as
defined in the Credit Agreement) of the Borrower;



WHEREAS, each Grantor has agreed to grant security interests in the Collateral to secure the
Obligations;



WHEREAS, each Grantor will derive substantial direct and indirect benefits from the making of
the extensions of credit provided under the Credit Agreement; and



WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement and the
obligation of the Lenders to make their extensions of credit thereunder to the Borrower that the
Grantors shall have executed and delivered this Agreement to the Administrative Agent;



NOW, THEREFORE, in consideration of the premises and to induce the Lenders, the Administrative
Agent and the Syndication Agent to enter into the Credit Agreement and to induce the Lenders to
make their extensions of credit thereunder to the Borrower, each Grantor hereby agrees with the
Administrative Agent as follows:



ARTICLE I




DEFINED TERMS




Section 1.1 Definitions. (a) Capitalized terms used herein without definition are used as defined in the Credit
Agreement.



(b) The following terms have the meanings given to them in the UCC and terms used herein
without definition that are defined in the UCC have the meanings given to them in the UCC (such
meanings to be equally applicable to both the singular and plural forms
of the terms defined): “account”, “account debtor”, “as-extracted
collateral”, “certificated security”, “chattel paper”, “commercial tort
claim”, “commodity contract”, “deposit account”, “electronic chattel
paper”, “equipment”, “farm products”, “fixture”, “general
intangible”, “goods”, “health-care-insurance receivable”,
“instruments”, “inventory”, “investment property”, “letter-of-credit
right”, “proceeds”, “record”, “securities account”, “security”,
“supporting obligation” and “tangible chattel paper”.



SECOND LIEN GUARANTY AND SECURITY AGREEMENT

WESTWOOD ONE, INC.



 


 









 





(c) The following terms shall have the following meanings:



“Agreement” means this Guaranty and Security Agreement.



“Applicable IP Office” means the United States Patent and Trademark Office, the United
States Copyright Office or any similar office or agency within or outside the United States.



“Collateral” has the meaning set forth in Section 3.1.



“Communications Act” shall mean the Communications Act of 1934, as amended, inter
alia, by the Cable Television Consumer Protection and Competition Act of 1992 and the
Telecommunications Act of 1996, or any successor statute thereto, as in effect from time to time.



“Excluded Assets” has the meaning set forth in the Credit Agreement.



“Excluded Equity” has the meaning set forth in the Credit Agreement.



“Guaranteed Obligations” has the meaning set forth in Section 2.1.



“Guarantor” means each Grantor other than the Borrower.



“Guaranty” means the guaranty of the Guaranteed Obligations made by the Guarantors as
set forth in this Agreement.



“Intercompany Debt” has the meaning set forth in Section 8.13.



“Material Intellectual Property” means Intellectual Property that is owned by or
licensed to a Grantor and material to the conduct of any Grantor’s business.



“Pledged Certificated Stock” means all certificated securities and any other Stock or
Stock Equivalent of any Person evidenced by a certificate, instrument or other similar document (as
defined in the UCC), in each case owned by any Grantor, including all Stock and Stock Equivalents
listed on Schedule 6. Pledged Certificated Stock excludes any Excluded Assets and any Cash
Equivalents that are not held in Controlled Securities Accounts to the extent permitted by
Section 7.11 of the Credit Agreement.



“Pledged Collateral” means, collectively, the Pledged Stock and the Pledged Debt
Instruments.



SECOND LIEN GUARANTY AND SECURITY AGREEMENT

WESTWOOD ONE, INC.




 


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“Pledged Debt Instruments” means all right, title and interest of any Grantor in
instruments evidencing any Indebtedness (other than checks issued or received in the ordinary
course of business) owed to such Grantor or other obligations, including all instruments evidencing
any Indebtedness described on Schedule 6, issued by the obligors named therein. Pledged
Debt Instruments excludes any Cash Equivalents that are not held in Controlled Securities Accounts
to the extent permitted by Section 7.11 of the Credit Agreement



“Pledged Investment Property” means any investment property of any Grantor, other than
any Pledged Stock or Pledged Debt Instruments. Pledged Investment Property excludes any Cash
Equivalents that are not held in Controlled Securities Accounts to the extent permitted by
Section 7.11 of the Credit Agreement



“Pledged Stock” means all Pledged Certificated Stock and all Pledged Uncertificated
Stock.



“Pledged Uncertificated Stock” means any Stock or Stock Equivalent of any Person that
is not Pledged Certificated Stock, including all right, title and interest of any Grantor as a
limited or general partner in any partnership not constituting Pledged Certificated Stock or as a
member of any limited liability company, all right, title and interest of any Grantor in, to and
under any Constituent Document of any partnership or limited liability company to which it is a
party, including in each case those interests set forth on Schedule 6, to the extent such
interests are not certificated securities under Article 8 of the UCC. Pledged Uncertificated Stock
excludes any Excluded Assets and any Cash Equivalents that are not held in Controlled Securities
Accounts to the extent permitted by Section 7.11 of the Credit Agreement.



“Secured Obligations” has the meaning set forth in Section 3.2.



“Software” means (a) all computer programs, including source code and object code
versions, (b) all data, databases and compilations of data, whether machine readable or otherwise,
and (c) all documentation, training materials and configurations related to any of the foregoing;
provided, however, that “Software” does not include “off the shelf” or commercially
available software.



“Termination Date” means the date upon which the Guaranteed Obligations (other than
contingent indemnification obligations and expense reimbursement Obligations to the extent no claim
giving rise thereto has been asserted) have been paid in full and each of the other conditions set
forth in clause (b)(iii) of Section 10.10 (Release of Collateral or Guarantors) of the Credit
Agreement have been satisfied.



“UCC” means the Uniform Commercial Code as from time to time in effect in the State of
New York; provided, however, that, in the event that, by reason of mandatory
provisions of any applicable Requirement of Law, any of the attachment, perfection or priority of
the Administrative Agent’s or any other Secured Party’s security interest in any Collateral is
governed by the Uniform Commercial Code of a jurisdiction other than the State of New York,
“UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for
purposes of the provisions hereof relating to such attachment, perfection or priority and for
purposes of the definitions related to or otherwise used in such provisions.



SECOND LIEN GUARANTY AND SECURITY AGREEMENT

WESTWOOD ONE, INC.




 


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“Vehicles” means all vehicles covered by a certificate of title law of any state.



Section 1.2 Certain Other Terms. (a) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms. The terms “herein”, “hereof” and similar
terms refer to this Agreement as a whole and not to any particular Article, Section or clause in
this Agreement. References herein to an Annex, Schedule, Article, Section or clause refer to the
appropriate Annex or Schedule to, or Article, Section or clause in, this Agreement. Where the
context requires, provisions relating to any Collateral when used in relation to a Grantor shall
refer to such Grantor’s Collateral or any relevant part thereof.



(b) Section 1.5 (Interpretation) of the Credit Agreement is applicable to this Agreement as
and to the extent set forth therein.



ARTICLE II




GUARANTY




Section 2.1 Guaranty. To induce the Lenders to make the Term Loans contemplated by the Credit Agreement, each
Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees, as
primary obligor and not merely as surety, the full and punctual payment when due, whether at stated
maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance
with any Loan Document, of all the Obligations of the Borrower whether existing on the date hereof
or hereinafter incurred or created (the “Guaranteed Obligations”). This Guaranty by each
Guarantor hereunder constitutes a guaranty of payment and not of collection.



Section 2.2 Limitation of Guaranty. Any term or provision of this Guaranty or any other Loan Document to the contrary
notwithstanding, the maximum aggregate amount for which any Guarantor shall be liable hereunder
shall not exceed the maximum amount for which such Guarantor can be liable without rendering this
Guaranty or any other Loan Document, as it relates to such Guarantor, subject to avoidance under
applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer (including
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of title
11 of the United States Code or any applicable provisions of comparable Requirements of Law)
(collectively, “Fraudulent Transfer Laws”). Any analysis of the provisions of this
Guaranty for purposes of Fraudulent Transfer Laws shall take into account the right of contribution
established in Section 2.3 and, for purposes of such analysis, give effect to any discharge
of intercompany debt as a result of any payment made under the Guaranty.



Section 2.3 Contribution. To the extent that any Guarantor shall be required hereunder to pay any portion of any
Guaranteed Obligation exceeding the greater of (a) the amount of the economic benefit actually
received by such Guarantor from the Term Loans and other Obligations and (b) the amount such
Guarantor would otherwise have paid if such
Guarantor had paid the aggregate amount of the Guaranteed Obligations (excluding the amount
thereof repaid by the Borrower) in the same proportion as such Guarantor’s net worth on the date
enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such
date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such
excess, pro rata, based on the respective net worth of such other Guarantors on such date.



SECOND LIEN GUARANTY AND SECURITY AGREEMENT

WESTWOOD ONE, INC.




 


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Section 2.4 Authorization; Other Agreements. The Secured Parties are hereby authorized, without notice to or demand upon any Guarantor
and without discharging or otherwise affecting the obligations of any Guarantor hereunder and
without incurring any liability hereunder, from time to time, to do each of the following, in each
case, subject to compliance with the Loan Documents:



(a) (i) modify, amend, supplement or otherwise change, (ii) accelerate or otherwise change the
time of payment or (iii) waive or otherwise consent to noncompliance with, any Guaranteed
Obligation or any Loan Document;



(b) apply to the Guaranteed Obligations any sums by whomever paid or however realized to any
Guaranteed Obligation in such order as provided in and in accordance with the Loan Documents;



(c) refund at any time any payment received by any Secured Party in respect of any Guaranteed
Obligation;



(d) (i) Sell, exchange, enforce, waive, substitute, liquidate, terminate, release, abandon,
fail to perfect, subordinate, accept, substitute, surrender, exchange, affect, impair or otherwise
alter or release any Collateral for any Guaranteed Obligation or any other guaranty therefor in any
manner, (ii) receive, take and hold additional Collateral to secure any Guaranteed Obligation,
(iii) add, release or substitute any one or more other Guarantors, makers or endorsers of any
Guaranteed Obligation or any part thereof and (iv) otherwise deal in any manner with the Borrower
or any other Guarantor, maker or endorser of any Guaranteed Obligation or any part thereof; and



(e) settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations.



Section 2.5 Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than defense (i)
of payment of the Guaranteed Obligations to the extent of such payment, (ii) with respect to clause
(e) below, that an Event of Default does not exist and (iii) that no Obligations are yet due and
payable), whether arising in connection with or in respect of any of the following or otherwise,
and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and
unconditional and shall not be discharged as a result of or otherwise affected by any of the
following (which may not be pleaded and evidence of which may not be introduced in any proceeding
with respect to this Guaranty, in each case other than the payment in full of the Guaranteed
Obligations to the extent of such payment or as otherwise agreed in writing by the Administrative
Agent):



(a) the invalidity or unenforceability of any obligation of the Borrower or any other
Guarantor under any Loan Document or any other agreement or instrument relating thereto (including
any amendment, consent or waiver thereto), or any security for, or other guaranty of, any
Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or
failure of priority of any security for the Guaranteed Obligations or any part thereof;



SECOND LIEN GUARANTY AND SECURITY AGREEMENT

WESTWOOD ONE, INC.




 


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(b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof
from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to
enforce any Loan Document or any Lien thereunder;



(c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to
preserve any rights with respect to, any Collateral;



(d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation
or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other
Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission
thereunder, including any discharge or disallowance of, or bar or stay against collecting, any
Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;



(e) any foreclosure, whether or not through judicial sale, and any other Sale of any
Collateral or any election following the occurrence and during the continuance of an Event of
Default by any Secured Party to proceed separately against any Collateral in accordance with such
Secured Party’s rights under any applicable Requirement of Law; or



(f) any other defense, setoff, counterclaim or any other circumstance that might otherwise
constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the
Borrower’s other Subsidiaries in each case other than the occurrence of the Termination Date.



Section 2.6 Waivers. Each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any
claim, defense (other than defense (i) of payment of the Guaranteed Obligations to the extent of
such payment, (ii) that no Event of Default exists and (iii) that no Obligations are yet due and
payable), setoff or counterclaim based on diligence, promptness, presentment, requirements for any
demand or notice hereunder including any of the following: (a) any demand for payment or
performance and protest and notice of protest, (b) any notice of acceptance, (c) any presentment,
demand, protest or further notice or other requirements of any kind with respect to any Guaranteed
Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable
and (d) any other notice in respect of any Guaranteed Obligation or any part thereof, and any
defense arising by reason of any disability or other defense of the Borrower or any other
Guarantor. Until the Termination Date, each Guarantor further unconditionally and irrevocably
agrees not to (x) enforce or otherwise exercise any right of subrogation or any right of
reimbursement or contribution or similar right against the Borrower or any other Guarantor by
reason of any Loan Document or any payment made thereunder or (y) except to the extent otherwise
permitted under Section 8.13, assert any claim, defense, setoff or counterclaim it may have
against any other Loan Party or set off any of its
obligations to such other Loan Party against obligations of such Loan Party to such Guarantor.
No obligation of any Guarantor hereunder shall be discharged other than upon the occurrence of the
Termination Date.



SECOND LIEN GUARANTY AND SECURITY AGREEMENT

WESTWOOD ONE, INC.




 


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Section 2.7 Reliance. Each Guarantor hereby assumes responsibility for keeping itself informed of the financial
condition of the Borrower, each other Guarantor and any other guarantor, maker or endorser of any
Guaranteed Obligation or any part thereof, and of all other circumstances bearing upon the risk of
nonpayment of any Guaranteed Obligation, and each Guarantor hereby agrees that no Secured Party
shall have any duty to advise any Guarantor of information known to it regarding such condition or
any such circumstances. In the event any Secured Party, in its sole discretion, undertakes at any
time or from time to time to provide any such information to any Guarantor, such Secured Party
shall be under no obligation to (a) undertake any investigation not a part of its regular business
routine, (b) disclose any information that such Secured Party, pursuant to accepted or reasonable
commercial finance or banking practices, wishes to maintain confidential or (c) make any future
disclosures of such information or any other information to any Guarantor.



ARTICLE III




GRANT OF SECURITY INTEREST




Section 3.1 Collateral. For the purposes of this Agreement, all of the following property now owned or at any time
hereafter acquired by a Grantor or in which a Grantor now has or at any time in the future may
acquire any right, title or interests is collectively referred to as the “Collateral”:



(a) all accounts, chattel paper, deposit accounts, documents (as defined in the UCC),
equipment, general intangibles, instruments, inventory, investment property and any supporting
obligations related thereto;



(b) the commercial tort claims described on Schedule 1 and on any supplement thereto
received by the Agents pursuant to Section 5.9;



(c) all books and records pertaining to the other property described in this Section
3.1;



(d) all personal property of such Grantor held by any Secured Party, including all such
property of every description, in the custody of or in transit to such Secured Party for any
purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to
which such Grantor may have any right or power, including but not limited to cash;



(e) all other goods (including but not limited to fixtures) and personal property of such
Grantor, whether tangible or intangible and wherever located; and



(f) to the extent not otherwise included, all proceeds of the foregoing;



SECOND LIEN GUARANTY AND SECURITY AGREEMENT

WESTWOOD ONE, INC.




 


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provided, however, that “Collateral” shall not include any Excluded Assets;
and provided, further, that if and when any property shall cease to be Excluded
Assets, such property shall be deemed at all times from and after the date hereof to constitute
Collateral until the date, if ever, such property again becomes Excluded Assets.



Section 3.2 Grant of Security Interest in Collateral. Each Grantor, as collateral security for the prompt and complete payment and performance
when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such
Grantor (the “Secured Obligations”), hereby mortgages, pledges and hypothecates to the
Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent
for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title
and interest in, to and under the Collateral of such Grantor.



ARTICLE IV




REPRESENTATIONS AND WARRANTIES




To induce the Lenders, the Administrative Agent and the Syndication Agent to enter into the
Loan Documents, each Grantor represents and warrants to each of them each of the following on and
as of the Closing Date:



Section 4.1 Title; No Other Liens. Except for the Lien granted to the Administrative Agent pursuant to this Agreement and
other Permitted Liens under any Loan Document (including Section 4.2), such Grantor owns or
has the right to use each item of the Collateral free and clear of any and all Liens. Such Grantor
(a) is the record and beneficial owner of the rights in the Collateral pledged by it hereunder
constituting instruments or certificates and (b) has rights in or the power to transfer each other
item of Collateral in which a Lien is granted by it hereunder, free and clear of any other Lien
other than Permitted Liens.



Section 4.2 Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing
perfected security interest in favor of the Administrative Agent in all Collateral subject, for the
following Collateral, to the occurrence of the following: (i) in the case of all Collateral in
which a security interest may be perfected by filing a financing statement under the UCC, the
completion of the filings and other actions specified on Schedule 2 (which, in the case of
all filings and other documents referred to on such schedule, have been delivered to the
Syndication Agent in completed and duly authorized form), (ii) with respect to any deposit account,
securities account or commodities account, the execution of Control Agreements, (iii) in the case
of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate
filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights
that are not supporting obligations of Collateral, the execution of a Contractual Obligation
granting control to the Administrative Agent over such letter-of-credit rights, (v) in the case of
electronic chattel paper, the completion of all steps necessary to grant control to the
Administrative Agent over such electronic chattel paper, (vi) in the case of Vehicles, the actions
required under Section 5.1(e), (vii) in the case of real property, the action required by
real property law and (viii) such actions as may be required by applicable foreign laws affecting
the grant of the security interest in the Pledged Stock of any Subsidiary



SECOND LIEN GUARANTY AND SECURITY AGREEMENT

WESTWOOD ONE, INC.




 


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that is not a domestic Subsidiary. Such security interest shall be prior to all other Liens
on the Collateral (except for Customary Permitted Liens having priority over the Administrative
Agent’s Lien by operation of law and, until the First Lien Termination Date, Liens granted to
secure Indebtedness under the First Lien Loan Documents) upon (i) in the case of all Pledged
Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof
to the First Lien Agent (if prior to the First Lien Termination Date) or the Administrative Agent
(if otherwise) of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment
Property consisting of instruments and certificates, in each case properly endorsed for transfer to
the Administrative Agent or in blank, (ii) in the case of all Pledged Investment Property not in
certificated form, the execution of Control Agreements with respect to such investment property and
(iii) in the case of all other instruments and tangible chattel paper that are not Pledged
Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof
to the First Lien Agent (if prior to the First Lien Termination Date) or the Administrative Agent
(if otherwise) of such instruments and tangible chattel paper. Except as set forth in this
Section 4.2 or unless waived in writing by the Syndication Agent, all actions by each
Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly taken.



Section 4.3 Jurisdiction of Organization; Chief Executive Office. Such Grantor’s jurisdiction of organization, legal name and organizational identification
number, if any, and the location of such Grantor’s chief executive office or sole place of
business, in each case as of the date hereof, is specified on Schedule 3 and such
Schedule 3 also lists all jurisdictions of incorporation, legal names and locations of such
Grantor’s chief executive office or sole place of business for the five years preceding the date
hereof.



Section 4.4 Locations of Inventory, Equipment and Books and Records. On the Closing Date, such Grantor’s inventory and equipment (other than inventory or
equipment in transit or otherwise having an aggregate value of less than $500,000) and books and
records concerning the Collateral are kept at the locations listed on Schedule 5.



Section 4.5 Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (a) is listed on Schedule 6
and constitutes that percentage of the issued and outstanding equity of all classes of each issuer
(except for any Joint Venture) thereof as of the date hereof, as set forth on Schedule 6,
(b) has been duly authorized, validly issued and is fully paid and nonassessable (other than
Pledged Stock in limited liability companies and partnerships) and (c) constitutes the legal, valid
and binding obligation of the obligor with respect thereto, enforceable in accordance with its
terms.



(b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock
and Pledged Debt Instruments) and all Pledged Investment Property consisting of instruments and
certificates have been delivered to the First Lien Agent in accordance with Section 5.3(a).



(c) Subject to the Intercreditor Agreement, upon the occurrence and during the continuance of
an Event of Default, subject to the notice required in accordance with Section 6.3(a), the
Administrative Agent shall be entitled to exercise all of the rights of the Grantor granting the
security interest in any Pledged Stock, and a transferee or assignee of such Pledged
Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be
entitled to participate in the management of the issuer of such Pledged Stock and, upon the
transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to
be a holder of such Pledged Stock.


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Section 4.6 Instruments and Tangible Chattel Paper Formerly Accounts. No amount payable to such Grantor under or in connection with any account is evidenced by
any instrument (other than checks received in the ordinary course of business) or tangible chattel
paper that has not been delivered to the First Lien Agent (if prior to the First Lien Termination
Date) or the Administrative Agent (if otherwise), properly endorsed for transfer, to the extent
delivery is required by Section 5.6(a).



Section 4.7 Intellectual Property. (a) Schedule 7 sets forth, as of the Closing Date, a true and complete list of the
following Intellectual Property such Grantor owns or, in the case of material Software, licenses as
of the date hereof: (i) Intellectual Property that is registered or subject to applications for
registration and (ii) Material Intellectual Property and material Software, separately identifying
that owned and licensed, as applicable, to such Grantor and including for each of the foregoing
items (1) the owner, (2) the title, (3) the jurisdiction in which such item has been registered or
otherwise arises or in which an application for registration has been filed, (4) as applicable, the
registration or application number and registration or application date and (5) any IP Licenses or
other rights (including franchises) granted by the Grantor with respect thereto.



(b) All Material Intellectual Property owned by such Grantor is valid, in full force and
effect, subsisting, unexpired and enforceable, and no Material Intellectual Property has been
abandoned. No breach or default of any material IP License shall be caused by the consummation of
the transactions contemplated by any Loan Document, and the consummation of the transactions
contemplated by the Loan Documents shall not limit or impair the ownership, use, validity or
enforceability of, or any rights of such Grantor in, any Material Intellectual Property. There are
no pending (or, to the knowledge of such Grantor, threatened) actions, investigations, suits,
proceedings, audits, written claims, written demands, orders or written disputes challenging the
ownership, use, validity, enforceability of, or such Grantor’s rights in, any Material Intellectual
Property of such Grantor. To such Grantor’s knowledge, no Person is infringing, misappropriating,
diluting, violating or otherwise impairing, or has infringed, misappropriated, diluted, violated or
otherwise impaired, any Intellectual Property of such Grantor. Such Grantor, and to such Grantor’s
knowledge each other party thereto, is not in material breach or default of any material IP
License.



Section 4.8 Commercial Tort Claims. The only commercial tort claims of any Grantor existing on the Closing Date (regardless of
whether the amount, defendant or other material facts can be determined and regardless of whether
such commercial tort claim has been asserted, threatened or has otherwise been made known to the
obligee thereof or whether litigation has been commenced for such claims), other than commercial
tort claims with a value of less than $1,000,000, are those listed on Schedule 1, which
sets forth such information separately for each Grantor.



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Section 4.9 Specific Collateral. None of the Collateral is or is proceeds or products of farm products, as-extracted
collateral, health-care-insurance receivables or timber to be cut.



Section 4.10 Enforcement. No Permit, other than FCC Licenses, notice to or filing with any Governmental Authority or
any other Person or any consent from any Person is required for the exercise by the Administrative
Agent of its rights (including, subject to the notice requirements in Section 6.3(a),
voting rights) provided for in this Agreement or the enforcement of remedies in respect of the
Collateral pursuant to this Agreement, including the transfer of any Collateral, except as may be
required in connection with the disposition of any portion of the Pledged Collateral by laws
affecting the offering and sale of securities generally or any approvals that may be required to be
obtained from any bailees or landlords to collect the Collateral.



Section 4.11 Deposit and Securities Accounts. The only deposit and securities accounts of any Grantor as of the Closing Date are those
listed on Schedule 4.



Section 4.12 Representations and Warranties of the Credit Agreement. The representations and warranties as to such Grantor and its Subsidiaries made by the
Borrower in Article IV (Representations and Warranties) of the Credit Agreement are
true and correct in all material respects (but in all respects if such representation or warranty
is qualified by “material” or “Material Adverse Effect”) on the Closing Date or, to the extent such
representations and warranties expressly relate to an earlier date, on and as of such earlier date.



ARTICLE V




COVENANTS




Each Grantor agrees with the Lenders, the Administrative Agent and the Syndication Agent to
each of the following, as long as any Obligation (other than unasserted contingent indemnification
obligations and any unasserted expense reimbursement obligations) remains outstanding and, in each
case, unless the Required Lenders otherwise consent in writing:



Section 5.1 Maintenance of Perfected Security Interest; Further Documentation and
Consents. (a) [Reserved].



(b) Such Grantor shall (i) maintain the security interest in the Collateral created by this
Agreement as a perfected security interest having at least the priority described in Section
4.2 and (ii) shall use commercially reasonable efforts to defend such security interest and
such priority against the claims and demands of all Persons.



(c) Pursuant to Section 6.1(e) of the Credit Agreement, such Grantor shall furnish to
the Agents from time to time statements and schedules further identifying and describing the
Collateral and such other documents in connection with the Collateral as the Syndication Agent may
reasonably request, all in reasonable detail and in form and substance satisfactory to the
Syndication Agent.



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(d) At any time and from time to time, upon the written request of any Agent, such Grantor
shall, for the purpose of obtaining or preserving the full benefits of this Agreement
and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and
have recorded, such further documents, including an authorization to file (or, as applicable, the
filing) of any financing statement or amendment under the UCC (or other filings under similar
Requirements of Law) in effect in any jurisdiction with respect to the security interest created
hereby and (ii) take such further action as any Agent may reasonably request, including (A) using
commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment
to or for the benefit of the Administrative Agent of any Contractual Obligation, including any IP
License, constituting Collateral, held by such Grantor and, subject to the Intercreditor Agreement,
to enforce the security interests granted hereunder and (B) executing and delivering any Control
Agreements with respect to deposit accounts and securities accounts in accordance with Section 7.11
of the Credit Agreement.



(e) If requested by the Syndication Agent, such Grantor shall arrange for the Administrative
Agent’s first priority (subject, until the First Lien Termination Date, to the Liens of the First
Lien Agent) security interest to be noted on the certificate of title of all Vehicles owned by such
Grantor having fair market value of not less than $5,000,000 in the aggregate, and shall execute,
deliver and file any other necessary documentation in each jurisdiction that the Syndication Agent
shall deem necessary, or shall otherwise reasonably request, to perfect its security interests in
any Vehicle.



Section 5.2 Changes in Locations, Name, Etc.(a) Except upon (i) written notice to the Agents as provided below, (ii) delivery to the
Agents of all documents reasonably requested by the Syndication Agent to maintain the validity,
perfection and priority of the security interests provided for herein and (iii) a written
supplement to Schedule 3 or Schedule 5, as applicable, such Grantor shall not do
any of the following:




(i) change its jurisdiction of organization, its location, or corporation, limited
liability company, partnership or other organizational structure from that referred to in
Section 4.3 and listed on Schedule 3 without fifteen (15) days prior written
notice to the Agents;




(ii) change its legal name or organizational identification number, if any, from that
listed on Schedule 3, other than as set forth on Schedule 3, without written
notice to the Agents substantially contemporaneous with such change; or




(iii) permit material inventory or material equipment to be kept at a location other
than those listed on Schedule 5, except for inventory or equipment in transit,
without written notice to the Agents within ninety (90) days of keeping any material
inventory or material equipment at such other location.


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Section 5.3 Pledged Collateral. (a) Delivery of Pledged Collateral. Such Grantor shall (i) deliver to (A) if prior
to the First Lien Termination Date, the First Lien Agent or (B) if otherwise, the Administrative
Agent, in suitable form for transfer and in form and substance reasonably satisfactory to the
Syndication Agent, (A) all Pledged Certificated Stock, (B) all Pledged Debt Instruments with a face
value in excess of $500,000 individually or $1,000,000 in the aggregate and (C) all certificates
and instruments evidencing Pledged Investment Property,
(ii) subject to Section 7.11 of the Credit Agreement, maintain all other Pledged
Investment Property in a Controlled Securities Account and (iii) if applicable, promptly deliver to
the Agents a written supplement to Schedule 6 evidencing all Pledged Stock acquired and
delivered to the First Lien Agent (if prior to the First Lien Termination Date) or the
Administrative Agent (if otherwise) following the Closing Date.



(b) Event of Default. Subject to the Intercreditor Agreement, during the continuance
of an Event of Default, the Administrative Agent shall have the right, at any time and without
notice to the relevant Grantor or Grantors, to (i) transfer to or to register in its name or in the
name of its nominees any Pledged Collateral or any Pledged Investment Property and (ii) exchange
any certificate or instrument representing or evidencing any Pledged Certificated Stock, Pledged
Debt Instruments or any Pledged Investment Property for certificates or instruments of smaller or
larger denominations.



(c) Cash Distributions with respect to Pledged Collateral. Except as provided in
Article VI, such Grantor shall be entitled to receive all cash distributions paid in
respect of the Pledged Collateral.



(d) Voting Rights. Except as provided in Article VI, such Grantor shall be
entitled to exercise all voting, consent and corporate, partnership, limited liability company and
similar rights with respect to the Pledged Collateral; provided, however, that no
vote shall be cast, consent given or right exercised or other action taken by such Grantor that
would cause a Default (other than any vote approving any bankruptcy or similar proceeding).



Section 5.4 Accounts. (a) [Reserved].



(b) So long as an Event of Default has occurred and is continuing (i) the Administrative Agent
shall have the right to make test verifications of the Accounts in any manner and through any
medium that it or the Syndication Agent reasonably considers advisable, and such Grantor shall
furnish all such assistance and information as the Administrative Agent may reasonably require in
connection therewith and (ii) upon any Agent’s request, such Grantor shall furnish to the Agents
reports showing reconciliations, aging and test verifications of, and trial balances for, the
accounts; provided, however, that unless a Default shall be continuing, the Agents
collectively shall request no more than four (4) such reports during any calendar year.



Section 5.5 Commodity Contracts. No Grantor shall have any commodity contract unless a Control Agreement has been delivered
in accordance with the Credit Agreement.


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Section 5.6 Delivery of Instruments and Tangible Chattel Paper and Control of Investment
Property, Letter-of-Credit Rights and Electronic Chattel Paper. (a) If any amount in excess of $1,000,000, individually or in the aggregate, payable under
or in connection with any Collateral owned by such Grantor shall be or become evidenced by an
instrument or tangible chattel paper other than such instrument delivered in accordance with
Section 5.3(a) and in the possession of the First Lien Agent (if prior to the First Lien
Termination Date) or the Administrative Agent (if otherwise), such Grantor shall notify the Agents
and, upon the request of the Syndication Agent, mark all such instruments and tangible chattel
paper with the
following legend: “This writing and the obligations evidenced or secured hereby are subject
to the security interest of General Electric Capital Corporation, as Administrative Agent under the
First Lien Guaranty and Security Agreement, and Cortland Capital Market Services LLC, as
Administrative Agent under the Second Lien Guaranty and Security Agreement” and, at the request of
the Syndication Agent, shall promptly (and in any event, within fifteen (15) Business Days of such
request) deliver such instrument or tangible chattel paper to the First Lien Agent (if prior to the
First Lien Termination Date) or the Administrative Agent (if otherwise), duly indorsed in a manner
reasonably satisfactory to the Syndication Agent.



(b) Such Grantor shall not grant “control” (within the meaning of such term under Article
9-106 of the UCC) over any investment property to any Person other than the Administrative Agent
and the First Lien Agent.



(c) If such Grantor is or becomes the beneficiary of a letter of credit that is (i) not a
supporting obligation of any Collateral and (ii) in excess of $1,000,000, such Grantor shall
promptly, and in any event within five (5) Business Days (or such longer period as the Syndication
Agent may agree in its sole discretion) after becoming a beneficiary, notify the Agents thereof
and, at the request of the Syndication Agent and subject to the Intercreditor Agreement, use
commercially reasonable efforts to assign such letter-of-credit rights to the Administrative Agent
and such assignment shall be sufficient to grant control to the Administrative Agent for the
purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC).



(d) If any amount in excess of $1,000,000 in the aggregate payable under or in connection with
any Collateral owned by such Grantor shall be or become evidenced by electronic chattel paper, such
Grantor shall, upon the request of the Syndication Agent and subject to the Intercreditor
Agreement, take all steps reasonably necessary to grant the Administrative Agent control of all
such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section
under any equivalent UCC) and all “transferable records” as defined in each of the Uniform
Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act.



Section 5.7 Intellectual Property. (a) Within sixty (60) days after any change to Schedule 7 for such Grantor, such
Grantor shall provide the Agents notification thereof and, if requested, the short-form
intellectual property agreements and assignments as described in this Section 5.7 and other
documents that any Agent reasonably requests with respect thereto.


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(b) Such Grantor shall (and shall cause all its licensees to) (i) (1) continue to use each
Trademark included in the Material Intellectual Property to the extent required by applicable
Requirements of Law in order to maintain such Trademark in full force and effect with respect to
each class of goods for which such Trademark is currently used, free from any claim of abandonment
for non-use, (2) maintain substantially the same (or higher) standards of quality of products and
services offered under such Trademark as are currently maintained, (3) use such Trademark with the
appropriate notice of registration and all other notices and legends to the extent necessary to
maintain such Trademark and preserve all available remedies, and (4) not adopt or use any other
Trademark that is confusingly similar or a colorable imitation of such
Trademark unless the Administrative Agent shall obtain a perfected security interest (subject
to the qualification of Section 4.2) in such other Trademark pursuant to this Agreement and
(ii) not knowingly do any act or knowingly omit to do any act whereby (w) such Trademark (or any
goodwill associated therewith) may become invalidated, impaired or harmed in any way, (x) any
Patent included in the Material Intellectual Property may become forfeited, unenforceable,
abandoned or dedicated to the public, (y) any material portion of the Copyrights included in the
Material Intellectual Property may become invalidated, otherwise impaired or fall into the public
domain or (z) any Trade Secret that is Material Intellectual Property may become publicly available
or otherwise unprotectable.



(c) Such Grantor shall notify the Agents promptly (but in any event within thirty (30) days)
if it knows that any application or registration for any Material Intellectual Property owned by or
exclusively licensed to such Grantor may become forfeited, unenforceable or abandoned (other than
patents at the end of their statutory term), or of any materially adverse determination in any
proceeding against such Grantor regarding the validity or enforceability or such Grantor’s
ownership of, interest in, right to use, register, own or maintain any Material Intellectual
Property (other than office actions issued in the ordinary course of prosecution of any pending
applications for registration of other Material Intellectual Property). Such Grantor shall take
all actions that are necessary, as determined in its reasonable business judgment, or reasonably
requested by the Syndication Agent to pursue each application (and to obtain the relevant
registration or recordation) and to maintain the validity and enforceability of each registration
included in the Material Intellectual Property.



(d) Such Grantor shall not knowingly do any act or knowingly omit to do any act to infringe,
misappropriate or dilute the Intellectual Property of any other Person in any material respect. In
the event that, after the Closing Date, any Material Intellectual Property of such Grantor is or
has, to the knowledge of such Grantor, been infringed, misappropriated or diluted by a third party,
such Grantor shall take such action as it reasonably deems appropriate under the circumstances in
response thereto, including promptly bringing suit and recovering all damages therefor.



(e) Such Grantor shall execute and deliver to the Agents the short-form intellectual property
security agreements in the form attached hereto as Annex 3 for all Copyrights, Trademarks
and Patents for filing in the Applicable IP Office.



Section 5.8 Notices. Subject to Section 5.7(a), such Grantor shall promptly notify the Agents in writing
of its acquisition of any interest hereafter in personal property with an aggregate value in excess
of $1,000,000 constituting Collateral that is of a type where a security interest or lien must be
or may be registered, recorded or filed under, or notice thereof given under, any federal statute
or regulation.


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Section 5.9 Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any commercial tort claim
other than commercial tort claims with an asserted value less than $1,000,000 (whether from another
Person or because such commercial tort claim shall have come into existence), (i) such Grantor
shall, promptly (and in any event, within five (5) Business Days) upon such acquisition, deliver to
the Agents, in each case in form
and substance reasonably satisfactory to the Syndication Agent, a notice of the existence and
nature of such commercial tort claim and a supplement to Schedule 1 containing a specific
description of such commercial tort claim, (ii) Section 3.1 shall apply to such commercial
tort claim and (iii) such Grantor shall execute and deliver to the Agents, in each case in form and
substance reasonably satisfactory to the Syndication Agent, any document, and take all other
action, deemed by the Syndication Agent to be reasonably necessary for the Administrative Agent to
obtain, on behalf of the Lenders, a perfected security interest having at least the priority set
forth in Section 4.2 in all such commercial tort claims. Any supplement to Schedule
1 delivered pursuant to this Section 5.9 shall, after the receipt thereof by the
Agents, become part of Schedule 1 for all purposes hereunder other than in respect of
representations and warranties made prior to the date of such receipt.



Section 5.10 Deposit and Securities Accounts. If such Grantor opens a deposit or securities account other than those listed on
Schedule 6 and subject to the limitations with respect to restrictions on deposit accounts
and securities accounts set forth in Section 7.11 of the Credit Agreement, such Grantor shall,
within thirty (30) days after opening such account, deliver (i) a written supplement to
Schedule 6 and (ii) a Control Agreement in accordance with Section 7.11(a) of the Credit
Agreement.



Section 5.11 Compliance with Credit Agreement. Such Grantor agrees to comply with all covenants and other provisions applicable to it
under the Credit Agreement, including Sections 2.17 (Taxes), 11.3 (Costs and Expenses) and 11.4
(Indemnities) of the Credit Agreement and agrees to the same submission to jurisdiction as that
agreed to by the Borrower in the Credit Agreement.



ARTICLE VI




REMEDIAL PROVISIONS




Section 6.1 Code and Other Remedies. (a) UCC Remedies. Subject to the Intercreditor Agreement, during the continuance
of an Event of Default, the Administrative Agent may exercise, in addition to all other rights and
remedies granted to it in this Agreement and in any other instrument or agreement securing,
evidencing or relating to any Secured Obligation, all rights and remedies of a secured party under
the UCC or any other applicable law.



(b) Disposition of Collateral. Without limiting the generality of the foregoing,
subject to the Intercreditor Agreement, the Administrative Agent may, without demand of performance
or other demand, presentment, protest, advertisement or notice of any kind (except any notice
required by applicable law) to or upon any Grantor or any other Person (all and each of which
demands, defenses, advertisements and notices are hereby waived), during the continuance of any
Event of Default (personally or through its agents or attorneys), (i) enter upon the premises where
any Collateral is located, without any obligation to pay rent, through self-help, without judicial
process, without first obtaining a final judgment or giving any Grantor or any other Person notice
or opportunity for a hearing on the Administrative Agent’s claim or action, (ii) collect, receive,
appropriate and realize upon any Collateral and (iii) Sell, grant an option or options to purchase
and deliver any Collateral (and enter into Contractual Obligations


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to do any of the foregoing), in one or more parcels at public or private sale or sales, at any
exchange, broker’s board or office of any Secured Party or elsewhere upon such terms and conditions
as it may deem advisable and at such prices as it may deem best, for cash or on credit or for
future delivery without assumption of any credit risk. The Administrative Agent shall have the
right, upon any such public sale or sales and, to the extent permitted by the UCC and other
applicable Requirements of Law, upon any such private sale, to purchase the whole or any part of
the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or
equity is hereby waived and released. Notwithstanding anything to the contrary herein, the
Administrative Agent shall not assign or otherwise dispose of any Trademark owned by any Grantor
without assigning the assets and goodwill of the business associated therewith and any such
assignment without doing so shall be null and void.



(c) Management of the Collateral. Each Grantor further agrees that, subject to the
Intercreditor Agreement, during the continuance of any Event of Default, (i) at the Administrative
Agent’s request, it shall assemble all or part of the tangible Collateral as directed by the
Administrative Agent and make it available to the Administrative Agent at places that the
Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere, (ii)
without limiting the foregoing, the Administrative Agent also has the right to require that each
Grantor store and keep any Collateral pending further action by the Administrative Agent and, while
any such Collateral is so stored or kept, provide such guards and maintenance services as shall be
necessary to protect the same and to preserve and maintain such Collateral in good condition, (iii)
until the Administrative Agent is able to Sell any Collateral, the Administrative Agent shall have
the right to hold or use such Collateral to the extent that it deems appropriate for the purpose of
preserving the Collateral or its value or for any other purpose deemed appropriate by the
Administrative Agent and (iv) the Administrative Agent may, if it so elects, seek the appointment
of a receiver or keeper to take possession of any Collateral and to enforce any of the
Administrative Agent’s remedies (for the benefit of the Secured Parties), with respect to such
appointment without prior notice or hearing as to such appointment. The Administrative Agent shall
not have any obligation to any Grantor to maintain or preserve the rights of any Grantor as against
third parties with respect to any Collateral while such Collateral is in the possession of the
Administrative Agent.



(d) Application of Proceeds. Subject to the Intercreditor Agreement, the
Administrative Agent shall apply the cash proceeds of any action taken by it pursuant to this
Section 6.1, after deducting all reasonable documented and out-of-pocket costs and expenses
of every kind incurred in connection therewith or incidental to the care or safekeeping of any
Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and
any other Secured Party hereunder, including reasonable and documented attorneys’ fees and
disbursements, to the payment in whole or in part of the Secured Obligations, as set forth in the
Credit Agreement, and only after such application and after the payment by the Administrative Agent
of any other amount required by any Requirement of Law, need the Administrative Agent account for
the surplus, if any, to any Grantor.


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(e) Direct Obligation. Neither the Administrative Agent nor any other Secured Party
shall be required to make any demand upon, or pursue or exhaust any right or remedy against, any
Grantor, any other Loan Party or any other Person with respect to the
payment of the Obligations or to pursue or exhaust any right or remedy with respect to any
Collateral therefor or any direct or indirect guaranty thereof. All of the rights and remedies of
the Administrative Agent and any other Secured Party under any Loan Document shall be cumulative,
may be exercised individually or concurrently and not exclusive of any other rights or remedies
provided by any Requirement of Law. To the extent it may lawfully do so, each Grantor absolutely
and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert
against the Administrative Agent or any Secured Party, any valuation, stay, appraisement,
extension, redemption or similar laws and any and all rights or defenses it may have as a surety,
now or hereafter existing, arising out of the exercise by them of any rights hereunder. If any
notice of a proposed Sale of any Collateral shall be a Requirement of Law, such notice shall be
deemed reasonable and proper if given at least ten (10) days before such Sale.



(f) Commercially Reasonable. To the extent that applicable Requirements of Law impose
duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each
Grantor acknowledges and agrees that it is not commercially unreasonable for the Administrative
Agent to do any of the following:




(i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as
such by the Administrative Agent to prepare any Collateral for disposition or otherwise to
complete raw material or work in process into finished goods or other finished products for
disposition;




(ii) fail to obtain Permits, or other consents, for access to any Collateral to Sell or
for the collection or Sale of any Collateral, or, if not required by other Requirements of
Law, fail to obtain Permits or other consents for the collection or disposition of any
Collateral;




(iii) fail to exercise remedies against account debtors or other Persons obligated on
any Collateral or to remove Liens on any Collateral or to remove any adverse claims against
any Collateral;




(iv) advertise dispositions of any Collateral through publications or media of general
circulation, whether or not such Collateral is of a specialized nature or to contact other
Persons, whether or not in the same business as any Grantor, for expressions of interest in
acquiring any such Collateral;




(v) exercise collection remedies against account debtors and other Persons obligated on
any Collateral, directly or through the use of collection agencies or other collection
specialists, hire one or more professional auctioneers to assist in the disposition of any
Collateral, whether or not such Collateral is of a specialized nature or, to the extent
deemed appropriate by the Administrative Agent, obtain the services of other brokers,
investment bankers, consultants and other professionals to assist the Administrative Agent
in the collection or disposition of any Collateral, or utilize Internet sites that provide
for the auction of assets of the types included in the Collateral or that have the
reasonable capacity of doing so, or that match buyers and sellers of assets to dispose
of any Collateral;


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(vi) dispose of assets in wholesale rather than retail markets;




(vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or




(viii) purchase insurance or credit enhancements to insure the Administrative Agent
against risks of loss, collection or disposition of any Collateral or to provide to the
Administrative Agent a guaranteed return from the collection or disposition of any
Collateral.



Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a
non-exhaustive list of actions or omissions that are commercially reasonable when exercising
remedies against any Collateral and that other actions or omissions by the Secured Parties shall
not be deemed commercially unreasonable solely on account of not being indicated in this
Section 6.1. Without limitation upon the foregoing, nothing contained in this Section
6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the
Administrative Agent that would not have been granted or imposed by this Agreement, the other Loan
Documents or by applicable Requirements of Law in the absence of this Section 6.1.



(g) IP Licenses. For the purpose of enabling the Administrative Agent to exercise
rights and remedies under this Section 6.1 (including in order to take possession of,
collect, receive, assemble, process, appropriate, remove, realize upon, Sell or grant options to
purchase any Collateral) at and during the continuation of such time as the Administrative Agent
shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the
Administrative Agent, for the benefit of the Secured Parties, (i) an irrevocable (until the
Termination Date), nonexclusive, worldwide license (exercisable without payment of royalty or other
compensation to such Grantor), including in such license the right to sublicense, use and practice
any Intellectual Property (with respect to Trademarks, subject to reasonable quality control in
favor of such Grantor) now owned or hereafter acquired by such Grantor and access to all media in
which any of the licensed items may be recorded or stored and to all Software used for the
compilation or printout thereof and (ii) an irrevocable license (without payment of rent or other
compensation to such Grantor) to use, operate and occupy all real property owned, operated, leased,
subleased or otherwise occupied by such Grantor; provided that no such license shall be
granted with respect to any Excluded Assets.



(h) Additional Rights of the Administrative Agent. For the avoidance of doubt, each
of the Grantors party hereto and each of the Secured Parties, by their acceptance of the benefits
of this Agreement, agree, to the fullest extent permitted by applicable Requirements of Law and
subject to the Intercreditor Agreement, that the Administrative Agent shall have the right to
“credit bid” any or all of the Secured Obligations in connection with any sale or foreclosure
proceeding in respect of the Collateral, including without limitation, sales occurring pursuant to
Section 363 of the Bankruptcy Code or included as party of any plan subject to confirmation under
Section 1129(b)(2)(A)(iii) of the Bankruptcy Code.


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Section 6.2 Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit
Agreement, but subject to the Intercreditor Agreement, if required by the Administrative Agent at
any time during the continuance of an Event of Default, any payment of accounts or payment in
respect of general intangibles that are Collateral, when collected by any Grantor, shall be
promptly (and, in any event, within five (5) Business Days) deposited by such Grantor in the exact
form received, duly indorsed by such Grantor to the Administrative Agent, in a Cash Collateral
Account, subject to withdrawal by the Administrative Agent as provided in Section 6.4.
Until so turned over, such payment shall be held by such Grantor in trust for the Administrative
Agent, segregated from other funds of such Grantor. Each such deposit of proceeds of accounts and
payments in respect of general intangibles that are Collateral shall be accompanied by a report
identifying in reasonable detail the nature and source of the payments included in the deposit.



(b) Subject to the Intercreditor Agreement, at any time during the continuance of an Event of
Default:




(i) each Grantor shall, upon the Administrative Agent’s request, deliver to the
Administrative Agent all original and other documents evidencing, and relating to, the
Contractual Obligations and transactions that gave rise to any account or any payment in
respect of general intangibles that are Collateral, including all original orders, invoices
and shipping receipts (or, to the extent originals are not available, copies of such
documents) and notify account debtors that the accounts or general intangibles have been
collaterally assigned to the Administrative Agent and that payments in respect thereof shall
be made directly to the Administrative Agent;




(ii) the Administrative Agent may, without notice, limit or terminate the authority of
a Grantor to collect its accounts or amounts due under general intangibles that are
Collateral or any thereof and, in its own name or in the name of others, communicate with
account debtors to verify with them to the Administrative Agent’s satisfaction the
existence, amount and terms of any account or amounts due under any general intangible that
is Collateral. In addition, the Administrative Agent may at any time enforce such Grantor’s
rights against such account debtors and obligors of general intangibles that are Collateral;
and




(iii) at the request of the Administrative Agent, each Grantor shall take all actions,
deliver all documents and provide all information necessary or reasonably requested by the
Administrative Agent to ensure any Internet domain name is registered.



(c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under
each account and each payment in respect of general intangibles to observe and perform all the
conditions and obligations to be observed and performed by it thereunder, all in accordance with
the terms of any agreement giving rise thereto. No Secured Party shall have any obligation or
liability under any agreement giving rise to an account or a payment in respect of a general
intangible by reason of or arising out of any Loan Document or the receipt by any Secured Party of
any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any
obligation of any Grantor under or pursuant to any agreement giving rise
to an account or a payment in respect of a general intangible, to make any payment, to make
any inquiry as to the nature or the sufficiency of any payment received by it or as to the
sufficiency of any performance by any party thereunder, to present or file any claim, to take any
action to enforce any performance or to collect the payment of any amounts that may have been
assigned to it or to which it may be entitled at any time or times.


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Section 6.3 Pledged Collateral. (a) Voting Rights. Subject to the Intercreditor Agreement, during the continuance
of an Event of Default, upon notice by the Administrative Agent to the relevant Grantor or
Grantors, the Administrative Agent or its nominee may exercise (A) any voting, consent, corporate
and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or
members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise
and (B) any right of conversion, exchange and subscription and any other right, privilege or option
pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right
to exchange at its discretion any Pledged Collateral upon the merger, amalgamation, consolidation,
reorganization, recapitalization or other fundamental change in the corporate or equivalent
structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral
with any committee, depositary, transfer agent, registrar or other designated agency upon such
terms and conditions as the Administrative Agent may determine), all without liability except to
account for property actually received by it; provided, however, that the
Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or
option and shall not be responsible for any failure to do so or delay in so doing.



(b) Proxies. In order to permit the Administrative Agent to exercise the voting and
other consensual rights that it may be entitled to exercise pursuant hereto and to receive all
dividends and other distributions that it may be entitled to receive hereunder, subject to the
Intercreditor Agreement, (i) during the existence of an Event of Default, each Grantor shall
promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent
all such proxies, dividend payment orders and other instruments as the Administrative Agent may
from time to time reasonably request and (ii) without limiting the effect of clause (i)
above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or
any part of the Pledged Collateral and to exercise all other rights, powers, privileges and
remedies to which a holder of the Pledged Collateral would be entitled (including giving or
withholding written consents of shareholders, partners or members, as the case may be, calling
special meetings of shareholders, partners or members, as the case may be, and voting at such
meetings), which proxy shall be effective, automatically and without the necessity of any action
(including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any
other person (including the issuer of such Pledged Collateral or any officer or agent thereof)
during the continuance of an Event of Default and which proxy shall only terminate upon the
Termination Date.



(c) Authorization of Issuers; Dividends and Distributions. Each Grantor hereby
expressly irrevocably authorizes and instructs, without any further instructions from such Grantor,
each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any
instruction received by it from the Administrative Agent in writing that states that an Event of
Default is continuing and is otherwise in accordance with the terms of this Agreement
and the other Loan Documents and each Grantor agrees that such issuer shall be fully protected
from Liabilities to such Grantor in so complying and (ii) following the occurrence of an Event of
Default, upon notice by the Administrative Agent to the relevant Grantor or Grantors, subject to
the Intercreditor Agreement, pay all dividends and make all other payments, distributions,
redemptions and returns of capital with respect to the Pledged Collateral directly to the
Administrative Agent.


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Section 6.4 Proceeds to be Turned over to and Held by Administrative Agent. Unless otherwise expressly provided in the Credit Agreement or this Agreement and subject
to the Intercreditor Agreement, at any time after the occurrence and during the continuance of an
Event of Default, all proceeds of any Collateral received by any Grantor hereunder in cash or Cash
Equivalents shall be held by such Grantor in trust for the Administrative Agent and the other
Secured Parties, segregated from other funds of such Grantor, and shall, promptly upon receipt by
any Grantor, be turned over to the Administrative Agent in the exact form received (with any
necessary endorsement). All such proceeds of Collateral and any other proceeds of any Collateral
received by the Administrative Agent in cash or Cash Equivalents shall be held by the
Administrative Agent in a Cash Collateral Account. All proceeds being held by the Administrative
Agent in a Cash Collateral Account (or by such Grantor in trust for the Administrative Agent) shall
continue to be held as collateral security for the Secured Obligations and shall not constitute
payment thereof until applied as provided in the Credit Agreement.



Section 6.5 Registration Rights. (a) Subject to the Intercreditor Agreement, if, in the opinion of the Administrative Agent,
it is necessary or advisable to Sell any portion of the Pledged Collateral following the occurrence
and during the continuance of an Event of Default by registering such Pledged Collateral under the
provisions of the Securities Act of 1933 (the “Securities Act”), each relevant Grantor
shall cause the issuer thereof to do or cause to be done all acts as may be, in the opinion of the
Administrative Agent, necessary or advisable to register such Pledged Collateral or that portion
thereof to be Sold under the provisions of the Securities Act, all as directed by the
Administrative Agent in conformity with the requirements of the Securities Act and the rules and
regulations of the Securities and Exchange Commission applicable thereto and in compliance with the
securities or “Blue Sky” laws of any jurisdiction that the Administrative Agent shall
designate.



(b) Each Grantor recognizes that the Administrative Agent may be unable to effect a public
sale of any Pledged Collateral by reason of certain prohibitions contained in the Securities Act
and applicable state or foreign securities laws or otherwise or may determine that a public sale is
impracticable or not commercially reasonable and, accordingly, may resort to one or more private
sales thereof to a restricted group of purchasers that shall be obliged to agree, among other
things, to acquire such securities for their own account for investment and not with a view to the
distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale
may result in prices and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been
made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to
delay a sale of any Pledged Collateral for the period of time necessary to permit the issuer
thereof to register such securities for public sale under the Securities Act or under applicable
state securities laws even if such issuer would agree to do so.


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(c) Each Grantor agrees to use its commercially reasonable efforts to do or cause to be done
all such other acts as may be necessary to make such sale or sales of any portion of the Pledged
Collateral pursuant to this Section 6.5 valid and binding and in compliance with all
applicable Requirements of Law. Each Grantor further agrees that a breach of any covenant
contained in this Section 6.5 will cause irreparable injury to the Administrative Agent and
other Secured Parties, that the Administrative Agent and the other Secured Parties have no adequate
remedy at law in respect of such breach and, as a consequence, that each and every covenant
contained in this Section 6.5 shall be specifically enforceable against such Grantor, and
such Grantor hereby waives and agrees not to assert any defense against an action for specific
performance of such covenants except for a defense that no Event of Default has occurred and is
continuing under the Credit Agreement.



Section 6.6 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other
disposition of any Collateral are insufficient to pay the Secured Obligations and the fees and
disbursements of any attorney employed by the Administrative Agent or any other Secured Party to
collect such deficiency. Each Grantor waives any and all rights of contribution or subrogation
upon the sale or disposition of all or any portion of the Pledged Collateral by Administrative
Agent.



Section 6.7 FCC Licenses. (a) Notwithstanding anything herein to the contrary, to the extent this Agreement or any
other Loan Document purports to require any Grantor to grant to the Administrative Agent, on behalf
of itself and the other Secured Parties, a Lien or Liens on any of the FCC Licenses of such
Grantor, the Administrative Agent, for the benefit of itself and the other Secured Parties, shall
only have a Lien or Liens on such FCC Licenses at such times and to the extent that a Lien or
Liens, as the case may be, on such FCC Licenses is permitted under applicable Requirements of Law,
but the Administrative Agent, for the benefit of itself and the other Secured Parties, shall have
Liens, to the maximum extent permitted by law, on all rights incident or appurtenant to such FCC
Licenses and, subject to the Intercreditor Agreement, the right to receive all proceeds derived
from or in connection with the Sale of such FCC Licenses or the facilities authorized by such FCC
Licenses to which such FCC Licenses are assigned. Notwithstanding anything to the contrary set
forth herein, the Administrative Agent, for the benefit of itself and the other Secured Parties,
agrees that to the extent prior FCC approval is required pursuant to the Communications Laws for
(a) the operation and effectiveness of any grant, right or remedy hereunder or under any other Loan
Document or (b) taking any action that may be taken by the Administrative Agent hereunder or under
any other Loan Document, such grant, right, remedy or actions will be subject to such prior FCC
approval having been obtained by or in favor of the Administrative Agent, for the benefit of itself
and the other Secured Parties. Each of the Grantors executing this Agreement agrees that, upon the
occurrence and during the continuance of an Event of Default and the acceleration of all or any
portion of the Obligations pursuant to the provisions of the applicable Loan Documents, and at the
Administrative Agent’s request, subject to the Intercreditor Agreement, such Grantor shall promptly
file, or cause to be filed, such applications for approval and shall take all other and further
actions reasonably required by the Administrative Agent, on behalf of and for the benefit of itself
and the other Secured Parties, to obtain such FCC approvals or consents as are reasonably necessary
to transfer ownership and control to the Administrative Agent or trustee or other fiduciary acting
in lieu of the Administrative Agent in order to ensure compliance with Section 310(b) and 310(d) of
the
Communications Act and any other provision of the Communications Laws, on behalf and for the
benefit of the Administrative Agent and the other Secured Parties, or their successors or assigns,
of the FCC Licenses held by it.


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(b) Subject to the Intercreditor Agreement, if an Event of Default shall have occurred and be
continuing, each Grantor shall, and, if applicable, shall cause each of its Subsidiaries to, take
any action which the Administrative Agent may reasonably request in the exercise of its rights and
remedies under this Agreement and the other Loan Documents in order to transfer or assign any
Collateral to the Administrative Agent for the benefit of itself and the other Secured Parties or
to such one or more third parties as the Administrative Agent may designate, or to a combination of
the foregoing.



(c) To enforce the provisions of this Section 6.7, the Administrative Agent is
empowered to seek from the FCC and 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
ultimately will be transferred. Each Grantor agrees to, and, if applicable, shall cause each of
its Subsidiaries to agree to, cooperate with any such purchaser and with the Administrative Agent
in the preparation, execution and filing of any forms and providing any information that may be
necessary in obtaining the consent of the FCC or any other Governmental Authority to the assignment
to such purchaser of the Collateral, provided that no such filing of any application with
the FCC shall be made unless and until an Event of Default has occurred and is continuing and
unless the Administrative Agent’s enforcement actions giving rise thereto are in accordance with
the Intercreditor Agreement. Subject to the Intercreditor Agreement, each Grantor agrees to, and,
if applicable, shall cause each of its Subsidiaries to, consent to any such voluntary or
involuntary transfer after and during the continuation of an Event of Default and without limiting
any rights of the Administrative Agent or any other Secured Party under any Loan Document, to
authorize the Administrative Agent to nominate a trustee or receiver selected by the Administrative
Agent to assume control of the Collateral, subject only to required judicial, FCC or other consents
required by any Governmental Authority, in order to effectuate the transactions contemplated by
this Section 6.7. Such trustee or receiver shall have all the rights and powers as
provided to it by law or court order, or to the Administrative Agent, as applicable, under this
Agreement. Each Grantor agrees to, and, if applicable, shall cause each of its Subsidiaries to,
cooperate to the extent necessary to obtain the consent of the FCC and the approval or consent of
each other Governmental Authority required to effectuate the foregoing. Subject to the
Intercreditor Agreement, each Grantor agrees to, and, if applicable, shall use commercially
reasonable efforts to cause each of its Subsidiaries to take all actions reasonably necessary to
obtain all approvals, authorizations, consents or waivers necessary to transfer ownership and
control of the FCC Licenses to any trustee, receiver or bona fide purchaser on behalf of the
Administrative Agent or the Secured Parties, including (i) the prompt filing of all applications
with the FCC or the other applicable Governmental Authorities following the occurrence and during
the continuance of an Event of Default and the acceleration of all or any portion of the
Obligations, and (ii) assisting in obtaining all approvals, authorizations, consents or waivers
necessary for the transactions contemplated by this Agreement. Such actions shall include, without
limitation, providing to the Administrative Agent any FCC registration numbers, tax
identification numbers, account numbers and passwords for the FCC’s CDBS electronic filing
system.


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(d) Without limiting the obligations of any Grantor hereunder in any respect, each Grantor
further agrees that if it, or any of its Subsidiaries, upon the occurrence and during the
continuation of an Event of Default, should fail or refuse to comply with this Section 6.7
for any reason whatsoever (other than for the reason that the action is in contravention of the
Intercreditor Agreement), without limitation, including any refusal to execute and file any
completed application necessary or appropriate to obtain any governmental consent necessary or
appropriate for the exercise of any right of the Administrative Agent or any other Secured Party
hereunder or under any Loan Document, each Grantor agrees that such application may be executed and
filed on such Grantor’s behalf by the clerk of any court of competent jurisdiction without notice
to such Grantor pursuant to court order; provided that no such filing of any application
with the FCC shall be made unless and until an Event of Default has occurred and is continuing.



In connection with this Section 6.7, each of the Administrative Agent and the other Secured
Parties shall be entitled to rely in good faith upon an opinion of outside FCC counsel of the
Administrative Agent’s choice with respect to any such assignment or transfer, whether or not such
advice rendered is ultimately determined to have been accurate.



ARTICLE VII




THE ADMINISTRATIVE AGENT




Section 7.1 Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby
irrevocably constitutes and appoints the Administrative Agent and
any Related Person thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor
and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of
the Loan Documents, to, upon the occurrence and during the continuance of an Event of Default, but
subject to the Intercreditor Agreement, take any appropriate action and to execute any document or
instrument that may be necessary or desirable to accomplish the purposes of the Loan Documents,
and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative
Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or
assent by such Grantor, to, subject to the Intercreditor Agreement, do any of the following when an
Event of Default shall have occurred and be continuing:




(i) in the name of such Grantor, in its own name or otherwise, take possession of and
indorse and collect any check, draft, note, acceptance or other instrument for the payment
of moneys due under any account or general intangible that is Collateral or with respect to
any other Collateral and file any claim or take any other action or proceeding in any court
of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose
of collecting any such moneys due under any account or general intangible that is Collateral
or with respect to any other Collateral whenever payable;


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(ii) in the case of any Intellectual Property owned by or licensed to the Grantors (to
the extent not constituting Excluded Assets), execute, deliver and have recorded any
document that the Administrative Agent may request to evidence, effect, publicize or record
the Administrative Agent’s security interest in such Intellectual Property and the goodwill
and general intangibles that are Collateral of such Grantor relating thereto or represented
thereby;




(iii) pay or discharge taxes and Liens levied or placed on or threatened against any
Collateral, effect any repair or pay any insurance called for by the terms of the Credit
Agreement (including all or any part of the premiums therefor and the costs thereof);




(iv) execute, in connection with any Sale provided for in Section 6.1 or
Section 6.5, any document to effect or otherwise necessary or appropriate in
relation to evidence the Sale of any Collateral; or




(v) (A) direct any party liable for any payment under any Collateral to make payment of
any moneys due or to become due thereunder directly to the Administrative Agent or as the
Administrative Agent shall direct, (B) ask for or demand, and collect and receive payment of
and receipt for, any moneys, claims and other amounts due or to become due at any time in
respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or
express bill, bill of lading, storage or warehouse receipt, draft against debtors,
assignment, verification, notice and other document in connection with any Collateral, (D)
commence and prosecute any suit, action or proceeding at law or in equity in any court of
competent jurisdiction to collect any Collateral and to enforce any other right in respect
of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands,
orders or disputes brought against such Grantor with respect to any Collateral, (F) settle,
compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders
or disputes that are related to Collateral and, in connection therewith, give such
discharges or releases as the Administrative Agent may deem appropriate, (G) assign any
Intellectual Property owned by the Grantors or any IP Licenses of the Grantors (to the
extent not constituting Excluded Assets) throughout the world on such terms and conditions
and in such manner as the Administrative Agent shall in its sole discretion determine
(except, with respect to Trademarks, subject to reasonable quality control in favor of such
Grantor), including the execution and filing of any document necessary to effectuate or
record such assignment and (H) generally, Sell, grant a Lien on, make any Contractual
Obligation with respect to and otherwise deal with, any Collateral as fully and completely
as though the Administrative Agent were the absolute owner thereof for all purposes and do,
at the Administrative Agent’s option, at any time or from time to time, all acts and things
that the Administrative Agent deems necessary to protect, preserve or realize upon any
Collateral and the Secured Parties’ security interests therein and to effect the intent of
the Loan Documents, all as fully and effectively as such Grantor might do.



(b) Subject to the Intercreditor Agreement, if any Grantor fails to perform or comply with any
Contractual Obligation contained herein during the existence of an Event of Default, the
Administrative Agent, at its option, but without any obligation so to do, may
perform or comply, or otherwise cause performance or compliance, with such Contractual
Obligation.


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(c) The reasonable, documented and out-of-pocket expenses of the Administrative Agent incurred
in connection with actions undertaken as provided in this Section 7.1, together with
interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit
Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the
relevant Grantor, shall be payable by such Grantor to the Administrative Agent on written demand.



(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done
in accordance with this Section 7.1 and in accordance with the Intercreditor Agreement.
All powers, authorizations and agencies contained in this Agreement are coupled with an interest
and are irrevocable until this Agreement is terminated and the security interests created hereby
are released or until revoked by the Administrative Agent.



Section 7.2 Authorization to File Financing Statements. Each Grantor authorizes each of the Agents and their Related Persons, at any time and from
time to time, to file or record financing statements, amendments thereto, and other filing or
recording documents or instruments with respect to any Collateral in such form and in such offices
as the Syndication Agent reasonably determines appropriate to perfect the security interests of the
Administrative Agent under this Agreement, and such financing statements and amendments may
describe the Collateral covered thereby as “all assets of the debtor”. A photographic or other
reproduction of this Agreement shall be sufficient as a financing statement or other filing or
recording document or instrument for filing or recording in any jurisdiction.



Section 7.3 Authority of Administrative Agent. Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent
under this Agreement with respect to any action taken by the Administrative Agent or the exercise
or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other
right or remedy provided for herein or resulting or arising out of this Agreement shall, as between
the Administrative Agent and the other Secured Parties, be governed by the Credit Agreement and by
such other agreements with respect thereto as may exist from time to time among them, but, as
between the Administrative Agent and the Grantors, the Administrative Agent shall be conclusively
presumed to be acting as agent for the Secured Parties with full and valid authority so to act or
refrain from acting, and no Grantor shall be under any obligation or entitlement to make any
inquiry respecting such authority.



Section 7.4 Duty; Obligations and Liabilities. (a) Duty of Administrative Agent. The Administrative Agent’s sole duty with
respect to the custody, safekeeping and physical preservation of the Collateral in its possession
shall be to deal with it in the same manner as the Administrative Agent deals with similar property
for its own account. The powers conferred on the Administrative Agent hereunder are solely to
protect the Administrative Agent’s interest in the Collateral and shall not impose any duty upon
the Administrative Agent to exercise any such powers. The Administrative Agent shall be
accountable only for amounts that it receives as a result of the exercise of such powers, and
neither it nor any of its Related Persons shall be
responsible to any Grantor for any act or failure to act hereunder, except for their own gross
negligence or willful misconduct as finally determined by a court of competent jurisdiction. In
addition, the Administrative Agent shall not be liable or responsible for any loss or damage to any
Collateral, or for any diminution in the value thereof, by reason of the act or omission of any
warehousemen, carrier, forwarding agency, consignee or other bailee if such Person has been
selected by the Administrative Agent in good faith.


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(b) Obligations and Liabilities with respect to Collateral. No Secured Party and no
Related Person thereof shall be liable for failure to demand, collect or realize upon any
Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise
dispose of any Collateral upon the request of any Grantor or any other Person or to take any other
action whatsoever with regard to any Collateral. The powers conferred on the Administrative Agent
hereunder shall not impose any duty upon any other Secured Party to exercise any such powers. The
other Secured Parties shall be accountable only for amounts that they actually receive as a result
of the exercise of such powers, and neither they nor any of their respective officers, directors,
employees or agents shall be responsible to any Grantor for any act or failure to act hereunder,
except for their own gross negligence or willful misconduct as finally determined by a court of
competent jurisdiction.



ARTICLE VIII




MISCELLANEOUS




Section 8.1 Reinstatement. Each Grantor agrees that, if any payment made by any Loan Party or other Person and applied
to the Secured Obligations is at any time annulled, avoided, set aside, rescinded, invalidated,
declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the
proceeds of any Collateral are required to be returned by any Secured Party to such Loan Party, its
estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law,
state or federal law, common law or equitable cause, then, to the extent such payment or repayment
is annulled, avoided, set aside, rescinded, invalidated, refunded or repaid, any Lien or other
Collateral securing such liability shall be and remain in full force and effect, as fully as if
such payment had never been made. If, prior to any of the foregoing, (a) any Lien or other
Collateral securing such Grantor’s liability hereunder shall have been released or terminated by
virtue of the foregoing or (b) any provision of the Guaranty hereunder shall have been terminated,
cancelled or surrendered in connection with the foregoing payment, such Lien, other Collateral or
provision 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
obligations of any such Grantor in respect of any Lien or other Collateral securing such obligation
or the amount of such payment.


SECOND LIEN GUARANTY AND SECURITY AGREEMENT

WESTWOOD ONE, INC.




 


28









 





Section 8.2 Release of Collateral. (a) At the time the conditions set forth in clause (b)(iii) of Section
10.10 (Release of Collateral or Guarantors) of the Credit Agreement are satisfied, the
Collateral shall be immediately and automatically released from the Lien created hereby and this
Agreement and all obligations (other than those expressly stated to survive such termination) of
the Administrative Agent and each Grantor hereunder shall immediately and automatically terminate,
all without delivery of any instrument or performance of any act by any
party, and all rights to the Collateral shall immediately and automatically revert to the
Grantors. Each Grantor is hereby authorized to file UCC terminations and any other documentation
reasonably approved by the Syndication Agent at such time evidencing the termination of the Liens
so released. At the request of any Grantor following any such termination, the Administrative
Agent shall deliver to such Grantor any Collateral of such Grantor held by the Administrative Agent
hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably
request to evidence such termination.



(b) If the Administrative Agent shall be directed or permitted pursuant to clause (i)
or (ii) of Section 10.10(b) of the Credit Agreement to release any Lien on any
Collateral, such Collateral shall be immediately and automatically released from the Lien created
hereby to the extent provided under, and subject to the terms and conditions set forth in, such
clauses (i) and (ii). In connection therewith, the Administrative Agent, at the
request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor
shall reasonably request to evidence such release.



(c) At the time provided in Section 10.10(a) of the Credit Agreement and at the
request of the Borrower, a Grantor shall be immediately and automatically released from its
obligations hereunder in the event that the conditions set forth therein are satisfied.



Section 8.3 Independent Obligations. The obligations of each Grantor hereunder are independent of and separate from the Secured
Obligations and the Guaranteed Obligations. Subject to the Intercreditor Agreement, upon the
occurrence and during the continuance of any Event of Default, the Administrative Agent may, at its
sole election, proceed directly and at once, without notice, against any Grantor and any Collateral
to collect and recover the full amount of any Secured Obligation or Guaranteed Obligation then due,
without first proceeding against any other Grantor, any other Loan Party or any other Collateral
and without first joining any other Grantor or any other Loan Party in any proceeding.



Section 8.4 No Waiver by Course of Conduct. No Secured Party shall by any act (except by a written instrument pursuant to Section
8.6), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor
any delay in exercising, on the part of any Secured Party, any right, power or privilege hereunder
shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. A waiver by any Secured Party of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy that such Secured Party would
otherwise have on any future occasion.


SECOND LIEN GUARANTY AND SECURITY AGREEMENT

WESTWOOD ONE, INC.




 


29









 





Section 8.5 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or
otherwise modified except in accordance with Section 11.1 of the Credit Agreement;
provided, however, that annexes and schedules, as applicable, to this Agreement may
be supplemented or modified (but no existing provisions may be modified and no Collateral may be
released, except with respect to the removal of items on the schedules in connection with a Sale of
Collateral, a release of a Guarantor or a merger or acquisition, in each case, permitted under the
Loan Documents, and no such supplement or
modification of any schedule or annex hereto shall, in and of itself, effect a waiver of any
misrepresentation or warranty, other violation of this Agreement or Event of Default unless
expressly waived in writing by the Administrative Agent or Secured Parties pursuant to this
Agreement and the Credit Agreement) through Pledge Amendments and Joinder Agreements, in
substantially the form of Annex 1 and Annex 2, respectively, in each case duly
executed by the Administrative Agent and each Grantor directly affected thereby. Notwithstanding
anything to the contrary set forth herein, any time period for performance under this Agreement may
be extended, at any time, by the Administrative Agent in writing at its sole discretion.



Section 8.6 Additional Grantors; Additional Pledged Collateral. (a) Joinder Agreements. If, at the option of the Borrower or as required pursuant
to Section 7.10 of the Credit Agreement, the Borrower shall cause any Subsidiary that is
not a Grantor to become a Grantor hereunder, such Subsidiary shall execute and deliver to the
Agents a Joinder Agreement substantially in the form of Annex 2 and shall thereafter for
all purposes be a party hereto and have the same rights, benefits and obligations as a Grantor
party hereto on the Closing Date.



(b) Pledge Amendments. To the extent any Pledged Collateral has not been delivered as
of the Closing Date, such Grantor shall deliver to the Agents a pledge amendment duly executed by
the Grantor in substantially the form of Annex 1 (each, a “Pledge Amendment”).
Such Grantor authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement.



Section 8.7 Notices. All notices, requests and demands to or upon any Agent or any Grantor hereunder shall be
effected in the manner provided for in Section 11.11 of the Credit Agreement;
provided, however, that any such notice, request or demand to or upon any Grantor
shall be addressed to the Borrower’s notice address set forth in such Section 11.11.



Section 8.8 Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor and shall
inure to the benefit of each Secured Party and their successors and assigns; provided,
however, that no Grantor may assign, transfer or delegate any of its rights or obligations
under this Agreement without the prior written consent of the Agents.



Section 8.9 Counterparts. This Agreement may be executed in any number of counterparts and by different parties in
separate counterparts, each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Signature pages may be detached
from multiple separate counterparts and attached to a single counterpart. Delivery of an executed
signature page of this Agreement by facsimile transmission or by Electronic Transmission shall be
as effective as delivery of a manually executed counterpart hereof.



Section 8.10 Severability. Any provision of this Agreement being held illegal, invalid or unenforceable in any
jurisdiction shall not affect any part of such provision not held illegal, invalid or
unenforceable, any other provision of this Agreement or any part of such provision in any other
jurisdiction.


SECOND LIEN GUARANTY AND SECURITY AGREEMENT

WESTWOOD ONE, INC.




 


30









 





Section 8.11 Governing Law. This Agreement and the rights and obligations of the parties hereto shall be governed by,
and construed and interpreted in accordance with, the law of the State of New York.



Section 8.12 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR
PROCEEDING WITH RESPECT TO, OR DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH,
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN OR RELATED HERETO (WHETHER FOUNDED IN
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO OTHER PARTY AND NO
RELATED PERSON OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.12.



Section 8.13 Subordination of Intercompany Debt. (a) Each Grantor agrees that any intercompany Indebtedness or other intercompany payables
or receivables, or intercompany advances directly or indirectly made by or owed to such Grantor by
another Loan Party (collectively, “Intercompany Debt”), of whatever nature at any time
outstanding shall be subordinate in right of payment to the prior payment in full in cash of the
Obligations. Each Grantor hereby agrees that it will not following written notice by any Agent
(and in any case without notice following the occurrence and during the continuance of any Event of
Default under Section 9.1(e) of the Credit Agreement), while any Event of Default is continuing,
accept any payment, including by any offset, on any Intercompany Debt until the Termination Date.



(b) In the event that any payment on any Intercompany Debt shall be received by a Grantor
other than as permitted by this Section 8.13 prior to the Termination Date, such Grantor
shall receive such payments and hold the same in trust for, segregate the same from its own assets
and shall, subject to the Intercreditor Agreement, promptly pay over to, the Administrative Agent
for the benefit of the Administrative Agent and the Lenders all such sums to the extent necessary
so that Administrative Agent and the Lenders shall have been paid in full, in cash, all Obligations
(other than contingent indemnification obligations and unasserted expense reimbursement) owed or
which may become owing by such Grantor.


SECOND LIEN GUARANTY AND SECURITY AGREEMENT

WESTWOOD ONE, INC.




 


31









 





(c) Subject to the Intercreditor Agreement, upon any payment or distribution of any assets of
any Loan Party of any kind or character, whether in cash, property or securities by set-off,
recoupment or otherwise, to creditors in any liquidation, administration, examinership or other
winding-up of such Loan Party or in the event of any proceeding under the Bankruptcy Code or any
similar bankruptcy laws, in which any Loan Party is a debtor, the Administrative Agent and the
Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of
this Agreement and the Credit Agreement, of all amounts payable under or in respect of the
Obligations owing by such Loan Party, before any payment or distribution is made on, or in respect
of, any Intercompany Debt, in any such proceeding under the Bankruptcy Code or any similar
bankruptcy laws, to the extent necessary to pay all such Obligations owing by
such Loan Party in full in cash, after giving effect to any concurrent payment or distribution
to the Administrative Agent and the Lenders (or to the Administrative Agent for the benefit of the
Administrative Agent and the Lenders), in each case, other than contingent indemnification
obligations and unasserted expense reimbursement obligations.



Section 8.14 Intercreditor Agreement. The Administrative Agent, the First Lien Agent and the Grantors have entered into that certain
Intercreditor Agreement dated as of the date hereof. To the extent any provision of this Agreement
conflicts with the Intercreditor Agreement, the Intercreditor Agreement shall control.
Notwithstanding anything to the contrary herein, prior to the First Lien Termination Date, (i) any
delivery of Collateral required to be delivered to the Administrative Agent shall be satisfied by
delivery of such Collateral to the First Lien Agent and (ii) to the extent there are conflicting
instructions given to any Grantor from the Administrative Agent and the First Lien Agent, such
Grantor shall follow the instructions from the First Lien Agent.



[Signature Pages Follow]


SECOND LIEN GUARANTY AND SECURITY AGREEMENT

WESTWOOD ONE, INC.




 


32









 





IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty and Security Agreement to
be duly executed and delivered as of the date first above written.



	 	 	 	 	 
	 	WESTWOOD ONE, INC.,

as Grantor

 	 
	 	By:  	/s/ Spencer Brown
 	 
	 	 	Name:  	Spencer Brown 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	WESTWOOD ONE PROPERTIES, INC.,

as Grantor

 	 
	 	By:  	/s/ Spencer Brown
 	 
	 	 	Name:  	Spencer Brown 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	WESTWOOD ONE STATIONS — NYC, INC.,

as Grantor

 	 
	 	By:  	/s/ Spencer Brown
 	 
	 	 	Name:  	Spencer Brown 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	WESTWOOD ONE RADIO, INC.,

as Grantor

 	 
	 	By:  	/s/ Spencer Brown
 	 
	 	 	Name:  	Spencer Brown 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT FOR

WESTWOOD ONE, INC.’S SECOND LIEN CREDIT AGREEMENT]




 












 





	 	 	 	 	 
	 	WESTWOOD ONE RADIO NETWORKS, INC.,

as Grantor

 	 
	 	By:  	/s/ Spencer Brown
 	 
	 	 	Name:  	Spencer Brown 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	WESTWOOD NATIONAL RADIO CORPORATION, as Grantor

 	 
	 	By:  	Spencer Brown
 	 
	 	 	Name:  	Spencer Brown 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	VERGE MEDIA COMPANIES, LLC,

as Grantor

 	 
	 	By:  	Spencer Brown
 	 
	 	 	Name:  	Spencer Brown 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	VERGE MEDIA GROUP HOLDINGS, INC.,

as Grantor

 	 
	 	By:  	/s/ Spencer Brown
 	 
	 	 	Name:  	Spencer Brown 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	VERGE MEDIA INTERMEDIATE HOLDINGS, INC., as Grantor

 	 
	 	By:  	Spencer Brown
 	 
	 	 	Name:  	Spencer Brown 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT FOR

WESTWOOD ONE, INC.’S SECOND LIEN CREDIT AGREEMENT]




 












 





	 	 	 	 	 
	 	VERGE MEDIA, INC., as Grantor

 	 
	 	By:  	/s/ Spencer Brown
 	 
	 	 	Name:  	Spencer Brown 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	VERGE MEDIA SOLUTIONS, LLC,

as Grantor

 	 
	 	By:  	/s/ Spencer Brown
 	 
	 	 	Name:  	Spencer Brown 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	EXCELSIOR RADIO NETWORKS, LLC,

as Grantor

 	 
	 	By:  	/s/ Spencer Brown
 	 
	 	 	Name:  	Spencer Brown 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	EXBT, LLC,

as Grantor

 	 
	 	By:  	/s/ Spencer Brown
 	 
	 	 	Name:  	Spencer Brown 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	DIAL COMMUNICATIONS GLOBAL MEDIA, LLC, as Grantor

 	 
	 	By:  	/s/ Spencer Brown
 	 
	 	 	Name:  	Spencer Brown 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT FOR

WESTWOOD ONE, INC.’S SECOND LIEN CREDIT AGREEMENT]




 


 









 





	 	 	 	 	 
	 	TRITON NETWORK GROUP, LLC,

as Grantor

 	 
	 	By:  	/s/ Spencer Brown
 	 
	 	 	Name:  	Spencer Brown 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	EXCELSIORTM, INC.,

as Grantor

 	 
	 	By:  	/s/ Spencer Brown
 	 
	 	 	Name:  	Spencer Brown 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	TRITON MEDIA NETWORKS, LLC,

as Grantor

 	 
	 	By:  	/s/ Spencer Brown
 	 
	 	 	Name:  	Spencer Brown 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	JPN, LLC,

as Grantor

 	 
	 	By:  	/s/ Spencer Brown
 	 
	 	 	Name:  	Spencer Brown 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	TRITON RADIO NETWORK VENTURES, LLC,

as Grantor

 	 
	 	By:  	/s/ Spencer Brown
 	 
	 	 	Name:  	Spencer Brown 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT FOR

WESTWOOD ONE, INC.’S SECOND LIEN CREDIT AGREEMENT]




 


 









 





	 	 	 	 	 
	 	TRITON RADIO HOLDINGS, LLC,

as Grantor

 	 
	 	By:  	/s/ Spencer Brown
 	 
	 	 	Name:  	Spencer Brown 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	TRITON MEDIAAMERICA, INC.,

as Grantor

 	 
	 	By:  	/s/ Spencer Brown
 	 
	 	 	Name:  	Spencer Brown 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	TRITON RADIO NETWORKS, LLC,

as Grantor

 	 
	 	By:  	/s/ Spencer Brown
 	 
	 	 	Name:  	Spencer Brown 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	AMERICAN COMEDY NETWORK, LLC,

as Grantor

 	 
	 	By:  	/s/ Spencer Brown
 	 
	 	 	Name:  	Spencer Brown 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	RDG EXCELSIOR HOLDINGS, LLC,

as Grantor

 	 
	 	By:  	/s/ Spencer Brown
 	 
	 	 	Name:  	Spencer Brown 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT FOR

WESTWOOD ONE, INC.’S SECOND LIEN CREDIT AGREEMENT]




 












 





	 	 	 	 	 	 	 
	ACCEPTED AND AGREED

as of the date first above written:
	 
	 	 	 	 	 	 
	CORTLAND CAPITAL MARKET SERVICES LLC,	 	 
	as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Jessica J. Mead	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Jessica J. Mead	 	 
	 

	 	Title:
	 	General Counsel	 	 






[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT FOR

WESTWOOD ONE, INC.’S SECOND LIEN CREDIT AGREEMENT]




 












 







ANNEX 1

TO

SECOND LIEN GUARANTY AND SECURITY AGREEMENT1




FORM OF PLEDGE AMENDMENT




THIS PLEDGE AMENDMENT, dated as of                           , 20     , is delivered pursuant to Section
8.6 of the Second Lien Guaranty and Security Agreement, dated as of October 21, 2011, by
Westwood One, Inc. (the “Borrower”), the undersigned Grantor and the other Affiliates of
the Borrower from time to time party thereto as Grantors in favor of Cortland Capital Market
Services LLC, as administrative agent and collateral agent for the Secured Parties referred to
therein (as amended, restated, supplemented or otherwise modified from time to time, the
“Guaranty and Security Agreement”). Capitalized terms used herein without definition are
used as defined in the Guaranty and Security Agreement.



The undersigned hereby agrees that this Pledge Amendment may be attached to the Guaranty and
Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Pledge
Amendment shall be and become part of the Collateral referred to in the Guaranty and Security
Agreement and shall secure all Obligations of the undersigned.



The undersigned hereby represents and warrants that each of the representations and warranties
contained in Sections 4.1, 4.2, 4.5 and 4.10 of the Guaranty and
Security Agreement that relates to the undersigned’s Pledged Collateral hereunder is true and
correct in all material respects (but in all respects if such representation or warranty is
qualified by “material” or “Material Adverse Effect”) on and as of the date hereof as if made on
and as of such date or, to the extent such representations and warranties expressly relate to an
earlier date, on and as of such earlier date.



	 	 	 	 	 
	 	[GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


 





	 	 	 
	1	 	To be used for pledge of additional Pledged Collateral
by existing Grantor.





SECOND LIEN GUARANTY AND SECURITY AGREEMENT

WESTWOOD ONE, INC.




 


A1-1









 





Annex 1-A




PLEDGED STOCK




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	NUMBER OF SHARES,	 
	ISSUER	 	CLASS	 	 	CERTIFICATE NO(S).	 	 	PAR VALUE	 	 	UNITS OR INTERESTS	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






PLEDGED DEBT INSTRUMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DESCRIPTION	 	 	 	 	 	 	 	 	 	 
	ISSUER	 	OF DEBT	 	 	CERTIFICATE NO(S).	 	 	FINAL MATURITY	 	 	PRINCIPAL AMOUNT	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






SECOND LIEN GUARANTY AND SECURITY AGREEMENT

WESTWOOD ONE, INC.



 


A1-2









 





	 	 	 	 	 	 	 
	ACKNOWLEDGED AND AGREED

as of the date first above written:
	 
	 	 	 	 	 	 
	CORTLAND CAPITAL MARKET SERVICES LLC,	 	 
	as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






SECOND LIEN GUARANTY AND SECURITY AGREEMENT

WESTWOOD ONE, INC.




 


A1-3









 







ANNEX 2

TO

SECOND LIEN GUARANTY AND SECURITY AGREEMENT1




FORM OF JOINDER AGREEMENT




This JOINDER AGREEMENT, dated as of _____  __, 20 , is
delivered pursuant to Section 8.6 of the Second Lien Guaranty and Security Agreement, dated
as of October 21, 2011, by WESTWOOD ONE, INC. (the “Borrower”) and the Affiliates of the
Borrower from time to time party thereto as Grantors in favor of Cortland Capital Market Services
LLC, as administrative agent and collateral agent (in such capacity, together with its successors
and permitted assigns, the “Administrative Agent”) for the Secured Parties referred to
therein (as amended, restated, supplemented or otherwise modified from time to time, the
“Guaranty and Security Agreement”). Capitalized terms used herein without definition are
used as defined in the Guaranty and Security Agreement.



By executing and delivering this Joinder Agreement, the undersigned, as provided in
Section 8.6 of the Guaranty and Security Agreement, hereby becomes a party to the Guaranty
and Security Agreement as a Guarantor and a Grantor thereunder with the same force and effect as if
originally named as a Guarantor and a Grantor therein and, without limiting the generality of the
foregoing, as collateral security for the prompt and complete payment and performance when due
(whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the
undersigned, hereby mortgages, pledges and hypothecates to the Administrative Agent for the benefit
of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured
Parties a lien on and security interest in, all of its right, title and interest in, to and under
the Collateral of the undersigned and expressly assumes all obligations and liabilities of a
Guarantor and a Grantor thereunder. The undersigned hereby agrees to be bound as a Guarantor and a
Grantor for the purposes of the Guaranty and Security Agreement.



The information set forth in Annex 1-A is hereby added to the information set forth in
Schedules 1 through 7 to the Guaranty and Security Agreement. By acknowledging and
agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be
attached to the Guaranty and Security Agreement and that the Pledged Collateral listed on Annex
1-A to this Joinder Amendment shall be and become part of the Collateral referred to in the
Guaranty and Security Agreement and shall secure all Secured Obligations of the undersigned.



The undersigned hereby represents and warrants that each of the representations and warranties
contained in Article IV of the Guaranty and Security Agreement applicable to it is true and
correct in all material respects (but in all respects if such representation or warranty is
qualified by “material” or “Material Adverse Effect”) on and as of the date hereof as if made on
and as of such date or, to the extent such representations and warranties expressly relate to an
earlier date, on and as of such earlier date.


 





	 	 	 
	1	 	To be used for addition of a new Grantor.





SECOND LIEN GUARANTY AND SECURITY AGREEMENT

WESTWOOD ONE, INC.




 


A2-1









 









IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and
delivered as of the date first above written.



	 	 	 	 	 
	 	[ADDITIONAL GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 	 	 
	ACKNOWLEDGED AND AGREED

as of the date first above written:

	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	CORTLAND CAPITAL MARKET SERVICES LLC,	 	 
	as Administrative Agent
 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 







SECOND LIEN GUARANTY AND SECURITY AGREEMENT

WESTWOOD ONE, INC.




 


A2-2









 







ANNEX 3

TO

SECOND LIEN GUARANTY AND SECURITY AGREEMENT




FORM OF SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT1




THIS SECOND LIEN [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT, dated as of October
[_____], 2011, is made by [                    ] (the “Grantor”), in favor of Cortland Capital
Market Services LLC (“Cortland”), as administrative agent and collateral agent (in such
capacity, together with its successors and permitted assigns, the “Administrative Agent”)
for the Lenders (as defined in the Credit Agreement referred to below) and the other Secured
Parties.



W I T N E S S E T H:




WHEREAS, pursuant to the Second Lien Credit Agreement, dated as of October 21, 2011 (as the
same may be amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among Westwood One, Inc., a Delaware corporation, as the Borrower, the
Lenders from time to time party thereto, Cortland, as Administrative Agent for the Lenders, and
Macquarie Capital (USA) Inc., as syndication agent, the Lenders have severally agreed to make
extensions of credit to the Borrower upon the terms and subject to the conditions set forth
therein;



[WHEREAS, the Grantor has agreed, pursuant to a Second Lien Guaranty and Security Agreement of
even date herewith in favor of the Administrative Agent (as amended, restated, supplemented or
otherwise modified from time to time, the “Guaranty and Security Agreement”), to guarantee
the Obligations (as defined in the Credit Agreement) of the Borrower;] 2 and



WHEREAS, the Grantor is party to the Guaranty and Security Agreement pursuant to which the
Grantor is required to execute and deliver this [Copyright] [Patent] [Trademark] Security
Agreement;



NOW, THEREFORE, in consideration of the premises and to induce the Lenders and the
Administrative Agent to enter into the Credit Agreement and to induce the Lenders to make their
extensions of credit to the Borrower thereunder, the Grantor hereby agrees with the Administrative
Agent as follows:



Section 1. Defined Terms. Capitalized terms used herein without definition
are used as defined in the Guaranty and Security Agreement.



 





	 	 	 
	1	 	Separate agreements should be executed relating to the
Grantor’s respective Copyrights, Patents, and Trademarks.

	 
	2	 	To be omitted if Grantor is the Borrower.









 


A3-1









 





Section 2. Grant of Security Interest in [Copyright] [Trademark] [Patent]
Collateral. The Grantor, as collateral security for the prompt and complete payment and
performance when due (whether at stated maturity, by acceleration or otherwise) of the
Obligations of the Grantor, hereby mortgages, pledges and hypothecates to the Administrative
Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the
benefit of the Secured Parties a Lien on and security interest in, all of its right, title and
interest in, to and under the following Collateral (which shall exclude all Excluded Assets[,
including “intent-to-use” Trademark applications]3) of the Grantor (the “[Copyright]
[Patent] [Trademark] Collateral”):



(a) [all of its Copyrights and all IP Licenses providing for the grant by or to such Grantor
of any right under any Copyright, including, without limitation, those referred to on Schedule
1 hereto;



(b) all renewals, reversions and extensions of the foregoing; and



(c) all income, royalties, proceeds and Liabilities at any time due or payable or asserted
under and with respect to any of the foregoing, including, without limitation, all rights to sue
and recover at law or in equity for any past, present and future infringement, misappropriation,
dilution, violation or other impairment thereof.]



or




(a) [all of its Patents and all IP Licenses providing for the grant by or to such Grantor of
any right under any Patent, including, without limitation, those referred to on Schedule 1
hereto;



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



(c) all income, royalties, proceeds and Liabilities at any time due or payable or asserted
under and with respect to any of the foregoing, including, without limitation, all rights to sue
and recover at law or in equity for any past, present and future infringement, misappropriation,
dilution, violation or other impairment thereof.]



or




(a) [all of its Trademarks and all IP Licenses providing for the grant by or to the Grantor of
any right under any Trademark, including, without limitation, those referred to on Schedule
1 hereto;



(b) all renewals and extensions of the foregoing;



(c) all goodwill of the business connected with the use of, and symbolized by, each such
Trademark; and



(d) all income, royalties, proceeds and Liabilities at any time due or payable or asserted
under and with respect to any of the foregoing, including, without limitation, all
rights to sue and recover at law or in equity for any past, present and future infringement,
misappropriation, dilution, violation or other impairment thereof.


 





	 	 	 
	3	 	To be included in Trademark Security Agreements.









 


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Notwithstanding the foregoing, no grant of any security interest or lien shall be deemed
granted hereunder on or in any “intent to use” Trademark application for which a statement of use
has not been filed and accepted with the United States Patent and Trademark Office.]



Section 3. Guaranty and Security Agreement. The security interest granted
pursuant to this [Copyright] [Patent] [Trademark] Security Agreement is granted in conjunction with
the security interest granted to the Administrative Agent pursuant to the Guaranty and Security
Agreement and the Grantor hereby acknowledges and agrees that the rights and remedies of the
Administrative Agent with respect to the security interest in the [Copyright] [Patent] [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.



Section 4. Counterparts. This [Copyright] [Patent] [Trademark] Security
Agreement may be executed in any number of counterparts and by different parties in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. Signature pages may be detached from
multiple separate counterparts and attached to a single counterpart.



Section 5. Governing Law. This [Copyright] [Patent] [Trademark] Security
Agreement and the rights and obligations of the parties hereto shall be governed by, and construed
and interpreted in accordance with, the law of the State of New York.



[signature pages follow]









 


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IN WITNESS WHEREOF, the Grantor has caused this Second Lien [Copyright] [Patent] [Trademark]
Security Agreement to be executed and delivered by its duly authorized officer as of the date first
set forth above.



	 	 	 	 	 
	 	Very truly yours,





[GRANTOR]



as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 	 	 
	ACCEPTED AND AGREED

as of the date first above written:
	 
	 	 	 	 	 	 
	CORTLAND CAPITAL MARKET SERVICES LLC,	 	 
	as Administrative Agent
 	 	 
	By:
	 	 	 	 	 	 
	 	 	 
	 	 
	 

	 	Name:
Title:	 	 	 	 






[SIGNATURE PAGE TO SECON DLIEN [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT]



 


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SCHEDULE I|

TO

SECOND LIEN [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT




[Copyright] [Patent] [Trademark] Registrations





	A.	 	REGISTERED [COPYRIGHTS] [PATENTS] [TRADEMARKS]

	 
	 	 	[Include Registration Number and Date]

	 
	B.	 	[COPYRIGHT] [PATENT] [TRADEMARK] APPLICATIONS

	 
	 	 	[Include Application Number and Date]







SECOND LIEN GUARANTY AND SECURITY AGREEMENT

WESTWOOD ONE, INC.




 


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